Motorola Solutions (MSI) 10-K risk factor changes: FY2020 vs FY2019

We are subject to [added: complex and changing] laws and regulations [added: in various jurisdictions] regarding privacy, data protection and information security, [added: which exposes us to increased costs] and [removed: our] [added: potential liabilities in the event of any] actual or perceived failure to comply with such legal obligations [added: and] could adversely affect our business.

State governments within the U.S. are starting to enact their own versions of [removed: “GDPR- like”] [added: “GDPR-like”] privacy legislation which will create additional compliance challenges, risk, and administrative burden [removed: e.g.] [added: (e.g.,] the California Consumer Protection Act [removed: ('CCPA')] [added: (“CCPA”)] which went into effect on January 1, [removed: 2020.][added: 2020).]

Because the interpretation and application of privacy and data protection laws are [added: complex and] still uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing practices or the features of our products, software and services.

Any failure or perceived failure by us, our business partners, or third party service providers to comply with GDPR, CCPA, other [removed: privacy-related] [added: related privacy and security-related] or data protection [removed: laws] [added: laws, regulations] and [removed: regulations,] [added: standards,] or the privacy commitments in contracts could result in proceedings against us by governmental entities or others and significant fines, which could have a material adverse effect on our business and operating results and harm our reputation.

[removed: In addition,] [added: Further,] some countries have or are considering legislation requiring local storage and processing of data that, if enacted, could increase the cost and complexity of offering our products, software and services or maintaining our business operations in those jurisdictions.

Existing or future [removed: privacy-related] legislation and regulations pertaining to [removed: artificial intelligence] [added: AI and AI-enabled products (e.g., facial recognition technology)] that apply to us or to our customers may [removed: require us to change our current] [added: make it more challenging, costly, or in some cases prohibit certain] products [removed: and] [added: or] services [removed: and/or result in additional expenses,] [added: from being offered or modified,] which could adversely affect our business and results of operations.

We could suffer reputational damage from negative publicity related to products and services that utilize [removed: artificial intelligence,] [added: AI,] which could also adversely affect our business and results of operations.

Current or future privacy-related legislation and governmental regulations pertaining to [removed: artificial intelligence] [added: AI and AI-enabled products] may affect how our business is conducted.

Legislation and governmental regulations related to [removed: artificial intelligence] [added: AI] may also influence our current and prospective customers’ activities, as well as their expectations and needs in relation to our products and services.

Any such increase in costs as a result of changes in these laws and regulations or in their interpretation could individually or in the aggregate make our products and services that use [removed: artificial intelligence] [added: AI] technologies less attractive to our customers, delay the introduction of new products, in one or more regions, cause us to change or limit our business practices or affect our financial condition and operating results.

We envision a future in which [removed: artificial intelligence] [added: AI] operating in our products and services will help our public safety and private sector customers build safer communities with stronger communication platforms.

[removed: Artificial intelligence] [added: AI] may be flawed and datasets may be insufficient or contain biased information.

As we work to responsibly meet our customers’ needs for products and services that use [removed: artificial intelligence,] [added: AI,] we could suffer reputational damage as a result of any inconsistencies in the application of the technology or ethical concerns both of which may generate negative publicity.

A security breach or other significant disruption of our IT systems, those of our outsource partners, suppliers or those we manufacture, install, and in some cases operate and maintain for our customers, caused by [removed: cyber attack] [added: cyberattack] or other means, could have a negative impact on our operations, sales, and operating results.

All information technology systems are potentially vulnerable to damage, unauthorized access or interruption from a variety of sources, including but not limited to, [removed: cyber attack,] [added: cyber-attack,] cyber intrusion, computer viruses, security breach, energy blackouts, natural [removed: disasters,] [added: disasters and severe weather conditions,] terrorism, sabotage, war, insider trading, [added: human error] and [added: computer and] telecommunication failures.

[removed: While] [added: In an effort to protect against such attacks,] we [added: maintain insurance related to cybersecurity risks and] employ a number of countermeasures and security controls, including training, audits, and utilization of commercial information security [removed: threat-sharing networks to protect against such attacks, the sophistication of these threats continues to grow and the complexity and scale of the systems to be protected continues to increase as well.][added: threat sharing networks.]

[removed: Further, we] [added: We] are dependent, in certain instances, upon our outsourced business partners, suppliers, and customers to adequately protect our IT systems and those IT systems that we manage for our [added: customers, including the hosts of our cloud infrastructure on top of which our cloud-based solutions are built.]

[removed: In addition, some] [added: Some] of our customers are exploring broadband solutions that use public carrier networks on which our solutions would operate.

[removed: Our] [added: Further, our] company outsources certain business operations, including, but not limited to IT, HR information systems, manufacturing, repair, [removed: distribution,] [added: distribution] and engineering services.

A [removed: cyber attack] [added: cyber-attack] or other significant disruption involving our IT systems or those of our outsource partners, suppliers or our customers could result in [removed: the unauthorized release of proprietary, confidential] [added: substantial costs to repair] or [removed: sensitive information] [added: replace our IT systems or the loss] of [removed: ours] [added: critical data and interruptions] or [added: delays in] our [removed: customers.][added: ability to perform critical functions.]

Such unauthorized access to, or release of, [removed: this] information [added: or disruption of services] could: (i) allow others to unfairly compete with us, (ii) compromise safety or security, given the mission critical nature of our customers’ systems, (iii) subject us to claims for breach of contract, tort, and other civil claims without adequate indemnification from our suppliers, and (iv) damage our reputation.

Such audits [added: or such noncompliance with such regulations and laws] could result in adverse findings and negatively impact our business.

Government regulation of radio frequencies may limit the growth of [added: private and] public safety narrowband and broadband systems or reduce barriers to entry for new competitors.

The allocation of frequencies is regulated in the U.S. and other countries and limited spectrum is allocated to wireless services, including [removed: to] [added: commercial and] public safety users.

The global demand for wireless communications has grown exponentially, and spurred [removed: competition for access among various networks and users.]

Regulatory changes in current spectrum bands (e.g., the sharing of previously dedicated or other spectrum) may also provide opportunities or may require modifications to some of our products so they can continue to be manufactured and [added: marketed.]

Opportunities in the public safety broadband market may also be impacted by the First Responder Network Authority [added: (“FirstNet”)] which was authorized by Congress to develop, build, and operate a nationwide broadband network for first responders.

The process of developing new video security and software products and enhancing existing products is complex, costly and uncertain, and any failure by us to anticipate customers' changing [removed: needs and] [added: needs,] emerging technological trends [added: and development costs] accurately could significantly harm our market share, results of operations and financial condition.

[removed: We] [added: Further, we] plan to continue to expand our services business by offering additional and expanded managed services for existing and new types of customers, such as designing, building, operating, managing and in some cases owning a [removed: public-safety] [added: public safety] system or other commercial system.

Additionally, as our portfolio of products increases, we may be subject to new regulatory and statutory requirements and could result in additional compliance obligations and liabilities for our [removed: business.][added: business, which may include additional regulation by the FCC, state regulatory commissions and foreign telecommunications regulatory bodies.]

The markets for certain products of ours are characterized by changing technologies and evolving industry [removed: standards.][added: standards and customer preferences.]

Our success depends, in substantial part, on the timely and successful introduction of new products, upgrades and enhancements of current products to comply with emerging industry standards, laws [removed: and regulations, including country specific proprietary technology requirements, and to address competing technological and product developments carried out by our competitors.]

The [removed: R&D] [added: research and development] of new, technologically-advanced products is a complex and uncertain process requiring high levels of innovation and investment, as well as the accurate anticipation of technology and market trends.

[removed: We may] be harmed if we are forced to make publicly available, under the relevant open-source licenses, [removed: certain internally developed software-related intellectual property] [added: some of that proprietary software] as a result of either our use of open-source software code or the use of third-party software that contains open-source code.

[removed: Since] [added: Additionally, because] our products are comprised of complex technology, [removed: much of which] we [removed: acquire from suppliers through the purchase of components or licensing of software, we] are often involved in or impacted by assertions, including both requests for licenses and litigation, regarding [removed: patent] [added: third-party patents] and other intellectual property rights.

The patent holders often make broad and sweeping claims regarding the applicability of their patents to our [removed: products,] [added: products and services,] seeking a percentage of sales as licenses fees, seeking injunctions to pressure us into taking a license, or a combination thereof.

[removed: Increasingly, third-parties have sought] [added: Third-parties may also seek] broad injunctive [removed: relief] [added: relief,] which could limit our ability to sell our products in the U.S. or elsewhere with intellectual property subject to the claims.

[removed: However, we cannot be certain that any such] [added: Such] licenses, if available at all, [removed: will] [added: may not] be available to us on commercially reasonable terms.

We [added: obtain some technology from suppliers through the purchase of components or licensing of software, and we] attempt to negotiate favorable intellectual property indemnities with our suppliers for infringement of third-party intellectual property rights.

[removed: However, there is no assurance that] [added: With respect to such indemnities,] we [removed: will] [added: may not] be successful in our [removed: negotiations or that] [added: negotiations,] a supplier's indemnity [removed: will] [added: may not fully protect us or] cover all damages and losses suffered by us and our customers due to the infringing [removed: products] [added: products,] or [removed: that] a supplier [removed: will] [added: may not] choose to [removed: accept] [added: obtain] a [added: third-party] license or modify or replace its products with non-infringing products which would otherwise mitigate such damages and losses.

You should carefully consider the risks described below in addition to our other filings with the SEC and the other information set forth in this Form 10-K, including the “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” section in Part II.

Item 7 and our consolidated financial statements in Part II.

Item 8.

If any of the risks and uncertainties described in the cautionary factors described below actually occur or continue to occur, our business, financial condition and results of operations and the trading price of our common stock could be materially and adversely affected.

COVID-19 amplifies and exacerbates many of the risks we face in our business operations, including those discussed below.

Moreover, the risks below are not the only risks we face and additional risks not currently known to us or that we presently deem immaterial may emerge or become material at any time and may negatively impact our business, reputation, financial condition, results of operations or the trading price of our common stock.

Risks Related to Laws and Regulations

Cloud-based solutions may be subject to further regulation, including data localization requirements and other restrictions concerning international transfer of data, the operational and cost impact of which cannot be fully known at this time.

competition for access among various networks and users.

Risks Related to Our Ability to Grow Our Business

Catastrophic events, including the COVID-19 pandemic, natural disasters and other events beyond our control may interrupt our business, or our customers’ or suppliers’ business, which may adversely affect our business, results of operations, financial position, cash flows and stock price.

Our business operations, and the operations of our customers and suppliers, are subject to interruption by natural disasters, flooding, fire, power shortages, the widespread outbreak of infectious diseases and pandemics, such as the COVID-19 pandemic, terrorist acts or the outbreak or escalation of armed hostilities, and other events beyond our control.

Any of these events could impair our ability to manage our business and/or cause disruption of economic activity, which could have an adverse effect on our business, results of operations, financial position, cash flows and stock price.

In particular, the COVID-19 pandemic has caused significant disruption to the global economy, including in all of the regions in which we, our suppliers, customers and business partners do business and in which our employees are located.

The COVID-19 pandemic and efforts to manage it, including those by governmental authorities, have had, and could continue to have, significant impacts on global markets.

While the duration and severity of those impacts on our business continue to be uncertain, they have had, and could continue to have, an adverse effect on our business, financial position, cash flows and stock price in many ways, including, but not limited to, the following:

- The COVID-19 pandemic and responses to it have significantly limited or prevented the movement of goods and services worldwide, which has resulted in and could continue to result in disruptions in our supply chain and distribution systems as well as the demand for our products and services.

To date, we have been permitted to continue to operate in jurisdictions that have mandated the closure of certain businesses, and we expect to continue to do so in the future.

Any future restrictions or closures could have a material impact on our business, results of operations, financial condition and cash flow and we may not be permitted to operate under such restrictions or closures.

In particular, any limitations on, or closures of, our manufacturing facilities in Malaysia, Canada, Mexico and the United States (Illinois, Texas), or our distribution centers in Malaysia, Germany, Canada and the United States (Illinois, Texas), could have a material adverse impact on our ability to manufacture products and service customers.

This extends as well to any potential disruptions to transportation including reduced availability of air transportation capacity and ocean freight capacity which can lead to longer transit times and increases in freight costs to deliver our products.

If diminished transportation capacity levels continue, the speed at which we deliver our products will continue to be slower than the delivery times that we traditionally provide to our customers and could negatively impact our ability to meet customer demand.

- Our customers are, and continue to be, subject to significant risks and have had, and could continue to have, adverse impacts to their business operations and financial condition related to the COVID-19 pandemic, which could lead to a decrease in their liquidity and/or spending.

This has resulted in, and could continue to result in, a decrease in demand for our products, solutions and services, as well as impact our customers’ ability to pay for such products, solutions and services.

- Our workforce may be unable to work on-site or travel as a result of event cancellations, facility closures, shelter-in-place, travel and other restrictions and changes in industry practice, or if they, their co-workers or their family members become ill or otherwise require care arrangements.

These workforce disruptions have adversely affected and could continue to adversely affect our ability to operate, including to develop, manufacture, generate sales of, promote, market and deliver our products, solutions and services, and provide customer support.

- We outsource certain business activities to third parties.

As a result, we rely upon the successful implementation and execution of the business continuity planning of such entities in the current environment.

If one or more of the third parties to whom we outsource certain business activities experience operational failures or business disruption as a result of the impacts from the spread of COVID-19, or claim that they cannot perform, it may have negative effects on our business and financial condition.

Even after the COVID-19 pandemic has subsided, we could experience materially adverse impacts to our business due to any resulting economic downturns.

Additionally, concerns over the economic impact of COVID-19 have caused volatility in financial and other capital markets which has and may continue to adversely impact our stock price.

To the extent the COVID-19 pandemic adversely affects our business and financial results it may also have the effect of heightening many of the other risks described in the Form 10-K, such as those relating to our products, financial performance, the global nature of our business or access to capital markets.

As we expand the technologies within our Products and Systems Integration and Software and Services segments, we face increased competition and increased areas of risk that we may not be able to properly assess or mitigate, which could harm our market share, results of operations and financial condition.

For example, the software industry is characterized by rapidly changing customer preferences in favor of digital capabilities, including public and private cloud solutions.

and regulations, including country specific proprietary technology requirements, and to address competing technological and product developments carried out by our competitors.

Risks Related to Information Technology and Intellectual Property

Additionally, the sophistication of these threats continues to grow and the complexity and scale of the systems to be protected continues to increase.

Such disruption may also result in the unauthorized release of proprietary, confidential or sensitive information of ours or our customers, or the disruption of services provided to customers and essential for their mission.

If we are unable to adequately protect our intellectual property, or if we, our customers and/or our suppliers are found to have infringed intellectual property rights of third parties, our competitive position and results of operations may be adversely impacted.

We face risks relating to intellectual property licenses and intellectual property indemnities in our customer and supplier contracts, which may fail to fully protect us and subject us to unexpected liabilities or harm our financial condition and results of operations.

We cannot guarantee that all threat attempts will be successfully thwarted even with these countermeasures despite significant investment and focus on the security of our products, services, and corporate environment.

customers, including the hosts of our cloud infrastructure on top of which our cloud-based solutions are built.

Although we maintain insurance related to cybersecurity risks, there can be no assurance that our insurance coverage will cover the particular cyber incident at issue or that such coverage will be sufficient.

These arrangements are governed by various contracts and agreements which reference and mandate Company and international standards of information protection, as appropriate.

The “attack surface” for us to protect against our adversaries is thus often extended to these partners and customers, as well as our suppliers, and we have some dependency upon their cybersecurity capabilities as well as their willingness to exchange threat and response information with us.

In addition, there has been a sharp increase in laws in Europe, the U.S. and elsewhere, imposing requirements for the handling of personal data, including data of employees, consumers and business contacts, as well as imposing requirements for remediation action, including specific timing and method of notification.

There is a risk that our company, directly or as the result of some third-party service provider we use, could be found to have failed to comply with the laws or regulations of some country regarding the collection, consent, handling, transfer, retention or disposal of such personal data, and therefore subject us to fines or other sanctions.

marketed.

The expansion of our video security and software businesses creates a greater risk than we have been exposed to in the past that we may not be able to properly assess or mitigate.

As part of our growth strategy, we may seek to acquire new technologies.

The process of integrating acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business.

We may allocate a significant portion of our available operating cash flow to finance all or a portion of the purchase price relating to possible acquisitions.

Any future acquisition or investment opportunity may require us to obtain additional financing to complete the transaction.

The anticipated benefits of any acquisitions may not be realized.

In addition, future acquisitions by us could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to intangible assets, any of which could materially adversely affect our operating results and financial position.

The expansion of our services business creates increased areas of risk that we may not be able to properly assess or mitigate.

For example, in the United States we may be a provider of Next Generation 911 services which may be subject to Federal and state regulation.

Our results are subject to risks related to our significant investment in developing and introducing new products.

These risks include among others: (i) difficulties and delays in the development, production, testing and marketing of products, particularly when such activities are done through third-parties, (ii) customer acceptance of products, (iii) the development of, approval of, and compliance with industry standards and regulatory requirements, (iv) the significant amount of resources we

must devote to the development of new technologies, and (v) the ability to differentiate our products and compete with other companies in the same markets.

We face many risks relating to intellectual property rights.

Our business will be harmed if: (i) we, our customers and/or our suppliers are found to have infringed intellectual property rights of third-parties, (ii) the intellectual property indemnities in our supplier agreements are inadequate to cover damages and losses due to infringement of third-party intellectual property rights by supplier products, (iii) we are required to provide broad intellectual property indemnities to our customers, (iv) our intellectual property protection is inadequate to protect against threats of misappropriation from internal or external sources or otherwise inadequate to protect our proprietary rights, or (v) our competitors negotiate significantly more favorable terms for licensed intellectual property.

End users are targeted so the non-practicing entities can seek royalties and litigation judgments in proportion to the value of the use of our products, rather than in proportion to the cost of our products.

As our business grows, the breadth and value of our intellectual property, including patents, trade secrets, and source code, may become a target from internal threats, business partners who assist in the development of products and our intellectual property, and external third party actors.

Our intellectual property protection may be inadequate to protect against these threats of misappropriation, thereby allowing competitors to unfairly use our intellectual property to compete against us.

or suppliers.

- Requests by Customers for Vendor Financing by Motorola Solutions: Certain customers of ours, particularly, but not limited to, those who purchase large infrastructure systems, request that their suppliers provide financing in connection with equipment purchases and/or the provision of solutions and services, particularly as the size and length of these types of contracts increases and as we increase our business in developing countries.

Requests for vendor financing continue, including in response to financial challenges surrounding state and local governments.

Motorola Solutions has continued to provide vendor financing to both our government and commercial customers.

We have been faced with and expect to continue to be faced with choosing between further increasing our level of vendor financing or potentially losing sales, as some of our competitors, particularly those in Asia, have been more willing to provide vendor financing to customers around the world, particularly customers in Africa and Latin America.

- Customers' Inability to Obtain Financing to Make Purchases from Motorola Solutions and/or Maintain Their Business: Some of our customers require substantial financing, including public financing or government grants, in order to fund their operations and make purchases from us.

The inability of these customers to obtain sufficient credit or other funds, including as a result of lower tax revenues, increases in interest rates, currency fluctuations or unavailability of government grants, to finance purchases of our products and services and/or to meet their payment obligations to us could have, and in some cases has had, a negative impact on our financial results.

This risk increases as the size and length of our contracts increase.

In addition, if global economic conditions result in insolvencies for our customers, it will negatively impact our financial results.

- Challenges in Budgeting and Forecasting: It is difficult to estimate changes in various parts of the U.S. and world economy, including the markets in which we participate.

Components of our budgeting and forecasting are dependent upon estimates of demand for our products and estimates of foreign exchange rates.

The prevailing economic uncertainties render estimates of future income and expenditures challenging.

- Potential Deferment or Cancellation of Purchases and Orders by Customers: Uncertainty about current and future global economic conditions may cause, and in some cases has caused, businesses and governments to defer or cancel purchases in response to tighter credit, decreased cash availability and de-prioritization of communications equipment within the budgeting process.

- Inability to Operate and Grow in Certain Markets: We operate in a number of markets with a risk of intensifying political instability, including Europe (including the impact of Brexit discussed below), Asia, Latin America, the Middle East and Africa.

We face uncertainty in the global geopolitical landscape that may impede the implementation of our strategy outside the United States.

The following is a discussion and analysis of our financial position as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] and results of operations for each of the three years in the period ended December 31, [removed: 2019.][added: 2020.]

Motorola Solutions is a [removed: leading] global [removed: provider of] [added: leader in] mission critical communications and analytics.

In [removed: 2019,] [added: 2020,] the segment’s net sales were [removed: $5.3] [added: $4.6] billion, representing [removed: 68%] [added: 63%] of our consolidated net sales.

[removed: More] [added: Support services include repair and replacement, technical support and preventative maintenance, and more] advanced offerings [removed: include] [added: such as system] monitoring, software updates and cybersecurity services.

Managed services range from partial to full [removed: operation] [added: operational support] of [removed: customer] [added: customer-owned] or Motorola Solutions-owned networks.

In [removed: 2019,] [added: 2020,] the segment’s net sales were [removed: $2.6] [added: $2.8] billion, representing [removed: 32%] [added: 37%] of our consolidated net sales.

[removed: 2019 Financial] [added: 2020 Financial] Results

[removed: | • |] [added: -] Operating earnings were [removed: $1.6] [added: $1.4] billion in [removed: 2019] [added: 2020] compared to [removed: $1.3] [added: $1.6] billion in [removed: 2018. |][added: 2019.]

[removed: | • | Earnings] [added: - Net earnings] attributable to Motorola Solutions, Inc. were [removed: $868] [added: $949] million, or [removed: $4.95] [added: $5.45] per diluted common share in [removed: 2019,] [added: 2020,] compared to earnings of [removed: $966] [added: $868] million, or [removed: $5.62] [added: $4.95] per diluted common share in [removed: 2018. |][added: 2019.]

[removed: | • |] [added: -] Our operating cash flow [removed: increased $748 million] [added: was $1.6 billion in 2020 compared] to $1.8 billion in 2019. [removed: |]

[removed: | • |] [added: -] We returned [removed: $694 million] [added: over $1.0 billion] of capital [added: to shareholders,] in the form of [removed: $315] [added: $612] million in share repurchases and [removed: $379] [added: $436] million in dividends in [removed: 2019. |][added: 2020.]

[removed: | • |] [added: -] We increased our quarterly dividend by [removed: 12%] [added: 11%] to [removed: $0.64] [added: $0.71] per share in November [removed: 2019. |][added: 2020.]

[removed: | • | Ended 2019] [added: - We ended 2020] with a backlog position of [removed: $11.3] [added: $11.4] billion, up [removed: $659] [added: $175] million compared to [removed: 2018. |][added: 2019.]

Recent [removed: Acquisitions and Developments][added: Acquisitions]

[removed: On July 11, 2019, we acquired] [added: | Video Security and Analytics | | | Products and Systems Integration Software and Services | | |] WatchGuard, Inc. [removed: ("WatchGuard"), a provider] [added: | | | Provider] of in-car and body-worn video [removed: solutions for] [added: solutions. | | |] $271 million, inclusive of share-based compensation [removed: withheld at a fair value] of $16 million [removed: that will be expensed over an average service period of two years.][added: | | | July 11, 2019 | | |]

[removed: On March 11, 2019, we acquired] [added: | LMR | | | Products and Systems Integration Software and Services | | |] Avtec, Inc. [removed: ("Avtec"), a provider] [added: | | | Provider] of dispatch [removed: communication equipment] [added: communications] for U.S. public safety and commercial customers [removed: for a purchase price of] [added: to communicate, coordinate resources, and secure their facilities. | | |] $136 million [removed: in cash, net of cash acquired.][added: | | | March 11, 2019 | | |]

[removed: On January 7, 2019, we announced that we acquired] [added: | Video Security and Analytics | | | Products and Systems Integration Software and Services | | |] VaaS International Holdings [removed: ("VaaS"), a company that is a global] [added: | | | Global] provider of data and image analytics for vehicle [removed: location for] [added: location. | | |] $445 million, inclusive of share-based compensation [removed: withheld at a fair value] of $38 million [removed: that will be expensed over an average service period of one year.][added: | | | January 7, 2019 | | |]

[removed: On March 28, 2018, we completed the acquisition of] [added: | Video Security and Analytics | | | Products and Systems Integration Software and Services | | |] Avigilon Corporation [removed: ("Avigilon"), a provider] [added: | | | Provider] of advanced security and video solutions including video analytics, network video management hardware and software, video [removed: cameras] [added: cameras,] and access control [removed: solutions for a purchase price of] [added: solutions. | | |] $974 [removed: million.][added: million | | | March 28, 2018 | | |]

[removed: Specifically, we’ve] [added: We have] made go-to-market [added: and research and development] investments in both [removed: video security] [added: Video Security] and [added: Analytics and] our [removed: command center software platforms] [added: Command Center Software technologies] with growth in mind.

[removed: We’ve] [added: We have] made a number of acquisitions [removed: since 2016] and we see [removed: opportunity] [added: opportunities] to continue to rationalize costs within both segments of our business, further driving [removed: gains in the] operating [removed: margins of] [added: leverage in] our businesses.

| | [added: | |] *Years ended December 31* | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]

| *(Dollars in millions, except per share amounts)* | [removed: 2019] | | [added: 2020] | | [added: | | | |] % of Sales | | | [removed: 2018] | | | [added: 2019] | [added: | | | | |] % of Sales | | | [removed: 2017] | | | [added: 2018] | [added: | | | | |] % of Sales | | [added: |]

| Net sales from products | [added: | |] $ | [removed: 4,746] [added: 4,087] | | | | | | [added: | | | | |] $ | [removed: 4,463] [added: 4,746] | | | | | | [added: | | | | |] $ | [removed: 3,772] [added: 4,463] | | | | | [added: | | |]

| Net sales from services | [removed: 3,141] | | [added: 3,327] | | | | | [removed: 2,880] | | | | | | | [removed: 2,608] [added: 3,141] | | | | | | [added: | | | | | | 2,880 | | | | | | | | |]

| Net sales | [removed: 7,887] | | [removed: | | |] [added: $] | [added: 7,887] | [removed: 7,343] | | | | [added: $] | [added: 7,343] | | [removed: 6,380] | | | [added: 7] | | [added: %] |

| Costs of product sales | [removed: 2,049] | | [added: 1,872] | | [removed: 43.2] | [added: | | | 45.8 | |] % | | [removed: 2,035] | | [added: 2,049] | | [removed: 45.6] | [added: | | | 43.2 | |] % | | [removed: 1,686] | | [added: 2,035] | | [removed: 44.7] | [added: | | | 45.6 | |] % |

| Costs of services sales | [removed: 1,907] | | [added: 1,934] | | [removed: 60.7] | [added: | | | 58.1 | |] % | | [removed: 1,828] | | [added: 1,907] | | [removed: 63.5] | [added: | | | 60.7 | |] % | | [removed: 1,670] | | [added: 1,828] | | [removed: 64.0] | [added: | | | 63.5 | |] % |

| Costs of sales | [removed: 3,956] | | [added: 3,806] | | [removed: 50.2] | [added: | | | 51.3 | |] % | | [removed: 3,863] | | [added: 3,956] | | [removed: 52.6] | [added: | | | 50.2 | |] % | | [removed: 3,356] | | [added: 3,863] | | [added: | | | |] 52.6 | [added: |] % |

| Gross margin | [removed: 3,931] | | [added: 3,608] | | [removed: 49.8] | [added: | | | 48.7 | |] % | | [removed: 3,480] | | [added: 3,931] | | [removed: 47.4] | [added: | | | 49.8 | |] % | | [removed: 3,024] | | [added: 3,480] | | [added: | | | |] 47.4 | [added: |] % |

| Selling, general and administrative expenses | [removed: 1,403] | | [added: 1,293] | | [removed: 17.8] | [added: | | | 17.4 | |] % | | [removed: 1,254] | | [added: 1,403] | | [removed: 17.1] | [added: | | | 17.8 | |] % | | [removed: 1,025] | | [added: 1,254] | | [removed: 16.1] | [added: | | | 17.1 | |] % |

| Research and development expenditures | [removed: 687] | | [removed: | | 8.7 | %] [added: $] | [added: 687] | [removed: 637] | | | | [removed: 8.7] [added: $] | [removed: %] [added: 637] | | [removed: 568] | | | [added: 8] | [removed: 8.9] | % |

| Other charges | [removed: 260] | | [added: 246] | | [added: | | | |] 3.3 | [added: |] % | | [removed: 334] | | [added: 260] | | [removed: 4.5] | [added: | | | 3.3 | |] % | | [removed: 147] | | [added: 334] | | [removed: 2.3] | [added: | | | 4.5 | |] % |

| Operating earnings | [removed: 1,581] | | [added: 1,383] | | [removed: 20.0] | [added: | | | 18.7 | |] % | | [removed: 1,255] | | [added: 1,581] | | [removed: 17.1] | [added: | | | 20.0 | |] % | | [removed: 1,284] | | [added: 1,255] | | [removed: 20.1] | [added: | | | 17.1 | |] % |

| Other income (expense): | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| Interest expense, net | [removed: (220] | | [removed: )] [added: (220)] | | [removed: (2.8] | [removed: )%] | | [removed: (222] | [added: (3.0)] | [removed: )] | [added: %] | [removed: (3.0] | [removed: )%] | | [removed: (201] [added: (220)] | | [removed: )] | | [removed: (3.2] | [removed: )%] | [added: (2.8) | | % | | | | (222) | | | | | | (3.0) | | % |]

| Gains [added: (losses)] on sales of investments and businesses, net | [removed: 5] | | [added: (2)] | | [removed: 0.1] | [added: | | | — | |] % | | [removed: 16] | | [added: 5] | | [removed: 0.2] | [added: | | | 0.1 | |] % | | [removed: 3] | | [added: 16] | | [removed: —] | [added: | | | 0.2 | |] % |

| Other | [removed: (365] | | [removed: )] [added: 13] | | [removed: (4.6] | [removed: )%] | | [removed: 53] | [added: 0.2] | | [added: %] | [removed: 0.7] | [added: | | (365) | | | | | | (4.6) | |] % | | [removed: (10] | | [removed: )] [added: 53] | | [removed: (0.2] | [removed: )%] | [added: | | 0.7 | | % |]

| Total other expense | [removed: (580] | | [removed: )] [added: (209)] | | [removed: (7.4] | [removed: )%] | | [removed: (153] | [added: (2.8)] | [removed: )] | [added: %] | [removed: (2.1] | [removed: )%] | | [removed: (208] [added: (580)] | | [removed: )] | | [removed: (3.3] | [removed: )%] | [added: (7.4) | | % | | | | (153) | | | | | | (2.1) | | % |]

| Net earnings before income taxes | [removed: 1,001] | | [added: 1,174] | | [removed: 12.7] | [added: | | | 15.8 | |] % | | [removed: 1,102] | | [added: 1,001] | | [removed: 15.0] | [added: | | | 12.7 | |] % | | [removed: 1,076] | | [added: 1,102] | | [removed: 16.9] | [added: | | | 15.0 | |] % |

| Income tax expense | [removed: 130] | | [added: 221] | | [removed: 1.6] | [added: | | | 3.0 | |] % | | [removed: 133] | | [added: 130] | | [removed: 1.8] | [added: | | | 1.6 | |] % | | [removed: 1,227] | | [added: 133] | | [removed: 19.2] | [added: | | | 1.8 | |] % |

Our technologies in Land Mobile Radio Mission Critical Communications ("LMR" or "LMR Mission Critical Communications"), Command Center Software and Video Security and Analytics, bolstered by managed and support services, make communities safer and help businesses stay productive and secure.

We serve more than 100,000 public safety and commercial customers in over 100 countries, providing “purpose-built” solutions designed for their unique needs, and we have a rich heritage of innovation focusing on advancing global safety for more than 90 years.

We manage our business organizationally through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, the Company has principal product lines that also follow our three major technologies: LMR Mission Critical Communications, Command Center Software, and Video Security and Analytics.

The Company has invested across these three technologies, evolving the Company’s LMR focus to purposefully integrate software, video security and analytics solutions for public safety and enterprise customers globally.

Our strategy is to generate value through the integration of each technology into our ecosystem, uniting voice, software, video and analytics to interoperate.

While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes between individuals, businesses and agencies united as one connected system.

With our interplay of technologies, our goal is to help remove silos between systems, unify data, streamline workflows, simplify management and support evolving technologies.

Examples of such interplay include sharing video feeds from a school to a police command center and officers’ devices in the field to improve situational awareness, uploading field reports or crime scene photos directly into an agency’s evidence system to save administration time, and connecting teams across networks to ensure messages are easily shared and teams can work as one.

Our goal is to integrate technologies according to customers’ desired operational outcomes so they can work faster, smarter and more safely.

Across all three technologies, we offer cloud-based solutions, cybersecurity services and managed and support services.

The principal products within each segment, by technology, are described below:

LMR Mission Critical Communications

Our LMR Mission Critical Communications technology includes infrastructure and devices for LMR, public safety Long Term Evolution (“LTE”) and enterprise-grade private LTE.

We are a global leader in the two-way radio category, including Project 25 (“P25”), Terrestrial Trunked Radio (“TETRA”) and Digital Mobile Radio (“DMR”), as well as other professional and commercial radio (“PCR”) solutions.

We also deliver LTE solutions for public safety, government and commercial users, including infrastructure and devices operating in 700 MHz, 900 MHz and Citizens’ Broadband Radio Service (“CBRS”) frequencies.

Primary sources of revenue for this technology come from selling devices and building telecommunications networks, including infrastructure, installation and integration with our customers’ technology environments.

Our technology enables voice and multimedia collaborations across different two-way radio, WiFi or public LTE and private broadband networks.

We believe that first responders continue to trust LMR communications because they are purpose-built and designed for reliability, availability, security and resiliency to withstand the most challenging conditions.

By adding broadband data capabilities to our two-way radios, we strive to provide our customers greater functionality and access to the information and data they need in their workflows.

Examples of such functionality include application services such as GPS location to better protect lone workers and over-the-air programming and updates to optimize device uptime.

The LMR technology within the Products and Systems Integration segment represented 86% of the net sales of the total segment in 2020.

Video Security and Analytics

Our Video Security and Analytics technology includes network video management infrastructure, fixed security and mobile video cameras (body-worn and in-vehicle) and access control solutions.

We deploy video security solutions to thousands of government and commercial customers around the world including school campuses, transportation systems, healthcare centers, public venues, utilities, prisons, factories, casinos, airports, financial institutions, government facilities, state and local law enforcement agencies and retailers.

Organizations such as these utilize video security to enable continuous monitoring that can improve situational awareness, particularly across large areas, and to visually verify critical events or incidents in real-time or investigate after they happen.

Our view is that government and public safety customers in particular are increasingly turning to video security technologies, including fixed street cameras, in-vehicle cameras and body-worn cameras, to increase visibility, accountability and safety for citizens, communities and first responders alike.

We have built our video security and analytics technology through strategic acquisitions.

We acquired Avigilon Corporation (“Avigilon”) in 2018.

Avigilon access control solutions, in addition to cameras, sensors and infrastructure embedded with advanced video analytics, are designed to be simple and easy to use.

We expanded our fixed video security technology through our acquisitions of IndigoVision Group plc and Pelco, Inc. in 2020.

We grew our mobile video security technology in 2019 through our acquisitions of WatchGuard Inc., which provides body-worn cameras and in-vehicle video systems for North America law enforcement agencies, and Edesix Ltd (acquired as part of the VaaS International Holdings acquisition), a provider of body-worn cameras in Europe for both law enforcement and commercial markets.

The Video Security and Analytics technology within the Products and Systems Integration segment represented 14% of the net sales of the total segment in 2020.

LMR Mission Critical Communications

LMR Mission Critical Communications services include support and managed services, which offer a broad continuum of support for our customers.

Our customers’ systems often have multi-year or multi-decade lifespans that help drive demand for software upgrades, device and infrastructure refresh opportunities, as well as additional services to monitor, manage, maintain and secure these complex networks and solutions.

We strive to deliver services to our customers that help improve performance across their systems, devices and applications for greater safety and productivity.

Given the mission-critical nature of our customers’ LMR networks, availability, security and resiliency are imperative, along with keeping pace with technological advancements.

We have a comprehensive approach to system upgrades that addresses hardware, software and implementation services.

As new system releases become available, we work with our customers to upgrade software, hardware, or both, with respect to site controllers, comparators, routers, LAN switches, servers, dispatch consoles, logging equipment, network management terminals, network security devices such as firewalls and intrusion detection sensors, and more, on-site or remotely.

The LMR technology within the Software and Services segment represented 72% of the net sales of the total segment in 2020.

Our technology platforms in communications, software, video, and services make cities safer and help communities and businesses thrive.

We serve our customers with a global footprint of sales in more than 100 countries and 17,000 employees worldwide utilizing our industry leading innovation and a deep portfolio of products and services.

We conduct our business globally and manage it by two segments (as mentioned, we changed the name order of the segment to Software and Services):

Products and Systems Integration: The Products and Systems Integration segment offers an extensive portfolio of infrastructure, devices, accessories, video security devices and infrastructure, and the implementation, and integration of such systems, devices, and applications, including the Company’s: (i) “ASTRO” products, which meet the Association of Public Safety Communications Officials Project 25 standard, (ii) “Dimetra” products which meet the European Telecommunications Standards Institute Terrestrial Trunked Radio (“TETRA”) standard, (iii) Professional and Commercial Radio (“PCR”) products, (iv) broadband technology products, such as Long-Term Evolution (“LTE”), and (v) video solutions, such as video cameras.

The primary customers of the Products and Systems Integration segment are government, public safety and first-responder agencies, municipalities, and commercial and industrial customers who operate private communications networks and video solutions typically managing a mobile workforce.

Software and Services: The Software and Services segment provides a broad range of solution offerings for government, public safety and commercial customers.

Software includes a public safety and enterprise command center software suite, unified communications applications, and video software solutions, delivered both on-premise and “as a service.” Services includes a continuum of service offerings beginning with repair, technical support and maintenance.

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| • | Net sales were $7.9 billion in 2019 compared to $7.3 billion in 2018 and driven by growth in the Americas. |

| • | In the Products and Systems Integration segment, net sales were $5.3 billion in 2019, an increase of $229 million, or 5%, compared to $5.1 billion in 2018. On a geographic basis, net sales increased in the Americas, partially offset by declines in EMEA and AP. Operating earnings were $994 million in 2019, compared to $854 million in 2018. Operating margin increased in 2019 to 18.7% from 16.7% in 2018 driven by higher sales and gross margin, as well as an environmental reserve charge of $40 million taken in 2018. |

| • | In the Software and Services segment, net sales were $2.6 billion in 2019, an increase of $315 million, or 14%, compared to $2.2 billion in 2018. On a geographic basis, net sales increased in the Americas and EMEA, partially offset by declines in AP. Operating earnings were $587 million in 2019, compared to $401 million in 2018. Operating margin increased in 2019 to 22.9% from 17.9% in 2018 driven by higher sales and gross margin, as well as an environmental reserve charge of $17 million taken in 2018. |

On October 16, 2019, we acquired a data solutions business for vehicle location information for a purchase price of $85 million, net of cash acquired.

The acquisition enhances our video security platform by adding data to our existing license plate recognition (“LPR”) database within our Software and Services segment.

The acquisition was settled with $250 million of cash, net of cash acquired.

The acquisition expands our video security platform within both the Product and Systems Integration segment and the Software and Services segment.

This acquisition expands our commercial portfolio with new capabilities, allowing us to offer an enhanced platform for customers to communicate, coordinate resources, and secure their facilities.

The business is part of both the Product and Systems Integration segment and the Software and Services segment.

The acquisition was settled with $231 million of cash, net of cash acquired, and 1.4 million of shares issued at a fair value of $160 million for a purchase price of $391 million.

This acquisition expands our video security platform within both the Product and Systems Integration segment and the Software and Services segment.

On March 7, 2018, we completed the acquisition of Plant Holdings, Inc. ("Plant"), the parent company of Airbus DS Communications for a purchase price of $237 million.

This acquisition expands our software portfolio in the command center with additional solutions for Next Generation 9-1-1 within our Software and Services segment.

On August 28, 2017, we completed the acquisition of Kodiak Networks, a provider of broadband push-to-talk for commercial customers, for a purchase price of $225 million.

The business is part of our Software and Services segment.

On March 13, 2017, we completed the acquisition of Interexport, a managed service provider of communications systems to public safety and commercial customers in Chile, for a purchase price of 98 billion Chilean pesos, or approximately $147 million.

We continue to further leverage our position as a leader in mission critical communications into additional growth opportunities in our video security and command center software platforms.

Specifically, we view drivers of these growth opportunities as follows: (i) video cross-selling opportunities, where we have traditionally sold video into commercial verticals, we are now seeking opportunities into the government and public safety verticals; (ii) potential share gains in video from customers seeking domestic vendors; (iii) accelerating traction with command center software suite sales; and (iv) a deeper penetration of service into existing LMR customers as communication networks become more complex, software-centric and data-driven.

As the Company pursues these growth opportunities, we continue to expect to gain operating leverage as we scale our businesses.

Lastly, we remain committed to our capital deployment model, which is a framework in which we allocate cash flow from operations as follows: (i) 50% for acquisitions and share repurchases, (ii) 30% for dividends, and (iii) 20% for investments in capital expenditures.

We expect to continue a balanced approach in capital allocation through this framework.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | 72 | % | | 69 | % | | 68 | % |

| EMEA | 20 | % | | 22 | % | | 21 | % |

| AP | 8 | % | | 9 | % | | 11 | % |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The increase in net sales was driven by the Americas, partially offset by sales declines in EMEA and AP, with a 14% increase in the Software and Services segment and a 5% increase in the Products and Systems Integration segment.

As of December 31, [removed: 2019,] [added: 2020,] we [removed: have $5.1] [added: had $5.2] billion of long-term debt, including the current portion, which is primarily priced at long-term, fixed interest rates.

At December 31, [removed: 2019,] [added: 2020,] we had outstanding foreign exchange contracts totaling [removed: $1.1] [added: $1.2] billion, compared to [removed: $819 million] [added: $1.1 billion] outstanding at December 31, [removed: 2018.][added: 2019.]

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, [removed: 2019] [added: 2020] and the corresponding positions as of December 31, [removed: 2018:][added: 2019:]

| | [added: | |] *Notional Amount* | | | | | | | [added: | |]

| *Net Buy (Sell) by Currency* | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | [added: | 2019 | | |]

| Euro | [added: | |] $ | [removed: 134] [added: 177] | | | [added: | |] $ | [removed: 89] [added: 134] | |

| British pound | [removed: 107] | | [added: 86] | | [removed: 139] | | | [added: | 107 | | |]

| Australian dollar | [removed: (123] | | [removed: )] [added: (88)] | | [removed: (105] | | [removed: )] | [added: | (123) | | |]

| Chinese renminbi | [removed: (79] | | [removed: )] [added: (90)] | | [removed: (55] | | [removed: )] | [added: | (79) | | |]

Assuming the amounts of the outstanding foreign exchange contracts represent our underlying foreign exchange risk related to monetary assets and liabilities, a hypothetical unfavorable 10% movement in the foreign exchange [removed: rates, from current levels,] [added: rates at December 31, 2020] would reduce the value of those monetary assets and liabilities by approximately [removed: $59] [added: $60] million.

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt as interest rate fluctuations impact the fair value of our long-term debt.

A hypothetical 10% decrease in interest rates as of the end of 2020 would have increased the fair value of our debt by approximately $37 million at December 31, 2020.

See Note 5 to the consolidated financial statements included in “Part II.

Item 8: Financial Statements and Supplementary Data” of this Form 10-K for more information on our long-term debt.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Canadian dollar | | | 61 | | | | | | 8 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Brazilian real | (47 | | ) | | (41 | | ) |

® Reg.

U.S. Patent & Trademark Office.

MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo, as well as iDEN are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.

All other products or service names are the property of their respective owners.

Our [removed: technology platforms] [added: technologies] in [removed: mission critical communications, command center software] [added: Land Mobile Radio Mission Critical Communications ("LMR" or "LMR Mission Critical Communications"), Command Center Software] and [removed: video security,] [added: Video Security and Analytics,] bolstered by managed and support services, make [removed: cities] [added: communities] safer and help [removed: communities and] businesses [removed: thrive.][added: stay productive and secure.]

We serve more than 100,000 public safety and commercial customers in over 100 [removed: countries] [added: countries, providing “purpose-built” solutions designed for their unique needs,] and [added: we] have a rich heritage of innovation [removed: spanning] [added: focusing on advancing global safety for] more than 90 years.

In [removed: 2019,] [added: 2020,] the segment’s net sales were [removed: $5.3] [added: $4.6] billion, representing [removed: 68%] [added: 63%] of our consolidated net sales.

[removed: Devices] [added: The LMR technology within the Products and Systems Integration segment] represented [removed: 65%] [added: 86%] of the net sales of the [removed: Products and Systems Integration] [added: total] segment in [removed: 2019.][added: 2020.]

[removed: Systems] [added: The Video Security] and [added: Analytics technology within the Products and] Systems Integration [added: segment] represented [removed: 35%] [added: 14%] of the net sales of the [removed: Products and Systems Integration] [added: total] segment in [removed: 2019.][added: 2020.]

In [removed: 2019,] [added: 2020,] the segment’s net sales were [removed: $2.6] [added: $2.8] billion, representing [removed: 32%] [added: 37%] of our consolidated net sales.

[removed: More] [added: Support services include repair and replacement, technical support and preventative maintenance, and more] advanced offerings [removed: include] [added: such as system] monitoring, software [removed: updates,] [added: updates] and cybersecurity services.

Managed services range from partial [removed: or] [added: to] full [removed: operation] [added: operational support] of customer-owned [removed: networks to operation of] [added: or] Motorola Solutions-owned networks.

[added: The LMR technology within the Software and] Services [added: segment] represented [removed: 74%] [added: 72%] of the net sales of the [removed: Software and Services] [added: total] segment in [removed: 2019.][added: 2020.]

[removed: These] [added: Our customers’] systems often have multi-year or multi-decade [removed: life spans] [added: lifespans] that help drive demand for [removed: additional device sales,] software upgrades, [added: device and] infrastructure refresh [removed: and expansion,] [added: opportunities,] as well as additional services to [removed: maintain, monitor] [added: monitor, manage, maintain] and [removed: manage] [added: secure] these complex networks and solutions.

[removed: (ii)Service offerings that leverage our large global install base and allow] [added: We strive to deliver services to] our customers [removed: to] [added: that help] improve performance across their systems, devices and applications for greater safety and productivity.

We [removed: have] [added: deploy] video [added: security] solutions [removed: installed at] [added: to] thousands of [removed: customer sites,] [added: government and commercial customers around the world] including school campuses, transportation systems, healthcare centers, public venues, [removed: critical infrastructure,] [added: utilities,] prisons, factories, casinos, airports, financial institutions, government facilities, [added: state] and [added: local law enforcement agencies and] retailers.

We serve government agencies, state and local public safety [removed: and first-responder] agencies, as well as commercial and industrial customers.

The independent software vendors offer customized applications that meet specific needs [removed: in] [added: of] the [removed: verticals] [added: customers] we serve.

Our largest customers are the U.S. government (through multiple contracts with its various branches and agencies, including the armed services) and the Home Office of the United Kingdom, representing approximately 9% and 8% of our consolidated net sales in [removed: 2019,] [added: 2020,] respectively.

As demand for fully integrated voice, data, broadband systems and video solutions continues to grow, we may face additional competition from public telecommunications carriers and telecommunications equipment providers to small video solutions [removed: start-ups.][added: startups.]

As we continue to evolve our services strategy, we may subcontract work to other companies to fulfill customer needs in geographical areas that we do not have coverage or [added: for] additional services that we do not provide.

[removed: Some of our] [added: Our] major competitors within [added: our] LMR, [removed: command center software,] [added: Command Center Software,] and [removed: video security are below:][added: Video Security and Analytics technologies include the following companies:]

| LMR | [added: | |] L3Harris Technologies, Inc., Hytera, Airbus SE, [removed: and] Kenwood Corporation | [added: | |]

| Command [removed: center software] [added: Center Software] | [added: | |] Central Square Technologies, Axon Enterprise, Inc., Tyler Technologies, Inc., West Corporation, Intergraph Corporation, [removed: and Zetron] [added: Zetron, ComTech] | [added: | |]

| Video [removed: security] [added: Security and Analytics] | [added: | |] Axis Communications, Hikvision, Dahua Technology Company, Hanwha Group, Genetec Inc., Axon Enterprise, Inc. | [added: | |]

As of December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018,] [added: 2019,] our backlog was as follows:

| | [added: | |] *December 31* | | | | | | | [added: | |]

| *(In millions)* | [removed: 2019] | | [added: 2020] | | [removed: *2018*] | | | [added: | *2019* | | |]

| Products and Systems Integration | [added: | |] $ | [removed: 3,158] [added: 3,120] | | | [added: | |] $ | [removed: 3,199] [added: 3,158] | |

| Software and Services | [removed: 8,101] | | [added: 8,314] | | [removed: 7,401] | | | [added: | 8,101 | | |]

Approximately 47% of the Products and Systems Integration segment backlog and [removed: 21%] [added: 24%] of the Software and Services segment backlog is expected to be recognized as revenue during [removed: 2020.][added: 2021.]

[removed: On July 11, 2019, we acquired] [added: | Video Security and Analytics | | | Products and Systems Integration Software and Services | | |] WatchGuard, Inc. [removed: ("WatchGuard"), a provider] [added: | | | Provider] of in-car and body-worn video [removed: solutions for] [added: solutions. | | |] $271 million, inclusive of share-based compensation [removed: withheld at a fair value] of $16 million [removed: that will be expensed over an average service period of two years.][added: | | | July 11, 2019 | | |]

[removed: On March 11, 2019, we acquired] [added: | LMR | | | Products and Systems Integration Software and Services | | |] Avtec, Inc. [removed: ("Avtec"), a provider] [added: | | | Provider] of dispatch communications for U.S. public safety and commercial customers [removed: for a purchase price of] [added: to communicate, coordinate resources, and secure their facilities. | | |] $136 million [removed: in cash, net of cash acquired.][added: | | | March 11, 2019 | | |]

[removed: On January 7, 2019, we announced that we acquired] [added: | Video Security and Analytics | | | Products and Systems Integration Software and Services | | |] VaaS International Holdings [removed: ("VaaS"), a company that is a global] [added: | | | Global] provider of data and image analytics for vehicle [removed: location for] [added: location. | | |] $445 million, inclusive of share-based compensation [removed: withheld at a fair value] of $38 million [removed: that will be expensed over an average service period of one year.][added: | | | January 7, 2019 | | |]

[removed: On March 28, 2018, we completed the acquisition of] [added: | Video Security and Analytics | | | Products and Systems Integration Software and Services | | |] Avigilon Corporation [removed: ("Avigilon"), a provider] [added: | | | Provider] of advanced security and video solutions including video analytics, network video management hardware and software, video [removed: cameras] [added: cameras,] and access control [removed: solutions, for a purchase price of] [added: solutions. | | |] $974 [removed: million.][added: million | | | March 28, 2018 | | |]

We [removed: continue to] prioritize investments in R&D to expand and improve our products through both new product introductions and continuous enhancements to our core products.

Our R&D programs are focused on the development of: (i) [removed: mission critical communications] [added: LMR Mission Critical Communications,] (ii) [removed: command center software] [added: Command Center Software] and (iii) [removed: video security.][added: Video Security and Analytics.]

R&D expenditures were [removed: $687] [added: $686] million in [removed: 2019, $637] [added: 2020, $687] million in [removed: 2018,] [added: 2019,] and [removed: $568] [added: $637] million in [removed: 2017.][added: 2018.]

As of December 31, [removed: 2019,] [added: 2020,] we had approximately 6,000 employees engaged in R&D activities.

We have a portfolio of U.S. and foreign utility and design patents relating to our products, systems, and technologies, including developments in radio frequency technology and circuits, wireless network technologies, over-the-air protocols, mission critical communications, software and services, video security and [added: analytics and] next-generation public safety.

As of December 31, [removed: 2019,] [added: 2020,] we owned approximately [removed: 5,700] [added: 6,100] granted patents in the U.S. and [removed: in] foreign countries.

As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: 1,475] [added: 1,300] U.S. and foreign patent applications pending.

During [removed: 2019,] [added: 2020,] we were granted approximately [removed: 575] [added: 500] patents in the U.S. and in foreign countries.

We no longer own certain logos and other trademarks, trade names and service marks, including MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M logo and all derivatives thereof (“Motorola Marks”) [removed: and] [added: and, since 2010,] we [removed: license] [added: have licensed] the Motorola Marks from Motorola [removed: Mobility,] [added: Mobility Holdings, Inc.] which is currently owned by Lenovo Group Limited.

Overview

We manage our business organizationally through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, the Company has principal product lines that also follow our three major technologies: LMR Mission Critical Communications, Command Center Software, and Video Security and Analytics.

- LMR Mission Critical Communications: Infrastructure, devices (two-way radio and broadband) and software that enable communications, inclusive of installation and integration, backed by services, to assure availability, security and resiliency.

- Command Center Software: Software suite that enables collaboration and seamless information sharing through the public safety workflow from 911 call to case closure.

- Video Security and Analytics: Cameras (fixed, body-worn, in-vehicle), access control, infrastructure, video management, software and artificial intelligence-enabled analytics that enable visibility “on scene” and bring attention to what’s important.

The Company has invested across these three technologies, evolving the Company’s LMR focus to purposefully integrate software, video security and analytics solutions for public safety and enterprise customers globally.

Our strategy is to generate value through the integration of each technology into our ecosystem, uniting voice, software, video and analytics to interoperate.

While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes between individuals, businesses and agencies united as one connected system.

With our interplay of technologies, our goal is to help remove silos between systems, unify data, streamline workflows, simplify management and support evolving technologies.

Examples of such interplay include sharing video feeds from a school to a police command center and officers’ devices in the field to improve situational awareness, uploading field reports or crime scene photos directly into an agency’s evidence system to save administration time, and connecting teams across networks to ensure messages are easily shared and teams can work as one.

Our goal is to integrate technologies according to customers’ desired operational outcomes so they can work faster, smarter and more safely.

Across all three technologies, we offer cloud-based solutions, cybersecurity services and managed and support services.

The principal products within each segment, by technology, are described below:

LMR Mission Critical Communications

Our LMR Mission Critical Communications technology includes infrastructure and devices for LMR, public safety Long Term Evolution (“LTE”) and enterprise-grade private LTE.

We are a global leader in the two-way radio category, including Project 25 (“P25”), Terrestrial Trunked Radio (“TETRA”) and Digital Mobile Radio (“DMR”), as well as other professional and commercial radio (“PCR”) solutions.

We also deliver LTE solutions for public safety, government and commercial users, including infrastructure and devices operating in 700 MHz, 900 MHz and Citizens’ Broadband Radio Service (“CBRS”) frequencies.

Primary sources of revenue for this technology come from selling devices and building telecommunications networks, including infrastructure, installation and integration with our customers’ technology environments.

Our technology enables voice and multimedia collaborations across different two-way radio, WiFi or public LTE and private broadband networks.

We believe that first responders continue to trust LMR communications because they are purpose-built and designed for reliability, availability, security and resiliency to withstand the most challenging conditions.

By adding broadband data capabilities to our two-way radios, we strive to provide our customers greater functionality and access to the information and data they need in their workflows.

Examples of such functionality include application services such as GPS location to better protect lone workers and over-the-air programming and updates to optimize device uptime.

Video Security and Analytics

Our Video Security and Analytics technology includes network video management infrastructure, fixed security and mobile video cameras (body-worn and in-vehicle) and access control solutions.

Organizations such as these utilize video security to enable continuous monitoring that can improve situational awareness, particularly across large areas, and to visually verify critical events or incidents in real-time or investigate after they happen.

Our view is that government and public safety customers in particular are increasingly turning to video security technologies, including fixed street cameras, in-vehicle cameras and body-worn cameras, to increase visibility, accountability and safety for citizens, communities and first responders alike.

We have built our video security and analytics technology through strategic acquisitions.

We acquired Avigilon Corporation (“Avigilon”) in 2018.

Avigilon access control solutions, in addition to cameras, sensors and infrastructure embedded with advanced video analytics, are designed to be simple and easy to use.

We expanded our fixed video security technology through our acquisitions of IndigoVision Group plc and Pelco, Inc. in 2020.

We grew our mobile video security technology in 2019 through our acquisitions of WatchGuard Inc., which provides body-worn cameras and in-vehicle video systems for North America law enforcement agencies, and Edesix Ltd (acquired as part of the VaaS International Holdings acquisition), a provider of body-worn cameras in Europe for both law enforcement and commercial markets.

LMR Mission Critical Communications

LMR Mission Critical Communications services include support and managed services, which offer a broad continuum of support for our customers.

Given the mission-critical nature of our customers’ LMR networks, availability, security and resiliency are imperative, along with keeping pace with technological advancements.

We have a comprehensive approach to system upgrades that addresses hardware, software and implementation services.

As new system releases become available, we work with our customers to upgrade software, hardware, or both, with respect to site controllers, comparators, routers, LAN switches, servers, dispatch consoles, logging equipment, network management terminals, network security devices such as firewalls and intrusion detection sensors, and more, on-site or remotely.

Command Center Software

Our Command Center Software suite, CommandCentral, supports the complex process of the public safety workflow from "911 call to case closure," which involves an array of roles from the moment a citizen dials 911, such as dispatchers who route calls to police, fire and emergency medical services, first responders in the field, intelligence analysts who manage real-time operations, records specialists who preserve the integrity of information and evidence, crime analysts who identify patterns and accelerate investigations, and corrections officers who oversee jail and inmate management.

CommandCentral software supports these roles through the three phases of incident response: incident awareness, incident management and post-incident resolution.

Incident awareness software includes community engagement applications for tip submissions, crime mapping and evidence submission, and 911 call-handling software (including multimedia) and next-generation core services for 911 call routing.

General

The Products and Systems Integration segment offers an extensive portfolio of devices, including land mobile radio ("LMR") handsets, infrastructure and accessories, as well as video security devices and infrastructure.

The segment also includes the implementation and integration of such systems, devices and applications.

The primary customers of the Products and Systems Integration segment are government, public safety and first responder agencies and municipalities.

We also sell to commercial and industrial customers who use private radio networks and video security in the course of their operations.

The Products and Systems Integration segment has the following two principal product lines:

Devices: Devices includes two-way portable and vehicle-mounted radios, fixed and mobile video cameras and accessories.

Systems and Systems Integration: Systems and Systems Integration include the infrastructure related to customized radio networks and video solutions and the implementation and integration associated with the systems.

As of December 31, 2019, we changed the name of the "Services and Software" segment to "Software and Services." The change is to the name only and no other financial information has been reclassified from previous periods presented or for the year ended December 31, 2019.

The Software and Services segment provides a broad range of solutions for government, public safety and commercial customers.

The Software and Services segment has the following principal product lines:

Software: Software includes a public safety and enterprise command center software suite, unified communications applications, and video software solutions, delivered both on-premise and “as a service” and represented 26% of the net sales of the Software and Services segment in 2019.

Services: Services includes a continuum of service offerings beginning with repair, technical support, and maintenance.

Strategy and Focus Areas

We offer comprehensive solutions in mission critical communications, command center software and video security and analytics, bolstered by managed and support services that help our customers work safely and efficiently.

These solutions are designed to be "purpose-built" for the unique needs of our customers, which include customers in the government, public safety and commercial verticals.

Our strategy for long-term growth and the evolution of our business includes organic and inorganic investments in the following four areas:

(i)Innovation in a standards-based mission critical voice and data solutions market, which is made up of LMR and Long-Term Evolution ("LTE") technologies.

Our dedication, focus, and innovation for public safety and commercial solutions built the foundation of our LMR business, which is reflected in an install base of over 13,000 systems deployed in 100+ countries around the world.

We believe our government, public safety and commercial customers will continue to require next-generation systems, enhanced software features and analytics, as well as incremental services to drive operational efficiencies.

Our comprehensive suite of services, ranging from repair, technical support, security and system monitoring to operation of customer-owned networks or Motorola Solutions-owned networks, ensures continuity and reduces risks for continued critical communications operations.

Today, agency procurement models are primarily capital expenditure investments in customer-owned and operated solutions with long-term contracts.

As communication networks have become increasingly complex, software-centric and data-driven, we have expanded our services offerings and accordingly, we expect the deeper penetration of service sales into existing LMR customers to be a driver in our Services business growth.

(iii)Video analytics, network video management software and hardware, video cameras, and access control solutions for government and commercial customers.

We have invested in go-to-market resources to increase coverage and drive share gains in the video market.

In addition, our strategy is to utilize the relationships we have as a leader in mission critical communications to expand our video security offerings further in the government and public safety verticals.

(iv) Command center software solutions to support public safety workflow from calling 9-1-1 and dispatching first responders to communicating with personnel in the field and managing records and evidence.

Today, the public safety workflow is addressed by a variety of point solutions.

We have built an end-to-end command center software offering that provides a unified suite of solutions across the public safety workflow which differentiates us from much of the competition.

As the public safety market continues to embrace software offerings to enhance their workflows, we are able to sell cloud-based software as a service ("SaaS") offerings in addition to on-premise solutions with ancillary implementation and managed services.

Risk Factors.”

The competitive landscape in each platform varies across the markets we serve.

The mission critical communications platform has a high barrier to entry due to the technological standards and requirements driven by customers resulting in less competitive turnover.

The command center software and video analytics and security markets have a lower barrier to entry due to the fewer technological requirements needed to enter the market.

The command center software market has many competitors who provide point solutions for pieces of the command center workflow.

The video and security market has become

increasingly competitive as video technology has advanced, incorporating artificial intelligence and machine learning, which provide richer solutions to customers.

Key competitive factors include: performance, features, quality, warranty, price, vendor financing, availability of service, company financial strength, partner community, and relationships with customers.

Our strong reputation with customers and partners, trusted brand, technology leadership, breadth of portfolio, product performance, and specialized support services position us well for success.

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[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission File [removed: number 1-7221][added: number 1-7221]

| Delaware | | [added: | | | |] 36-1115800 | [added: | |]

| (State of Incorporation) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

Monroe [removed: Street, Chicago, Illinois 60661][added: Street, Chicago, Illinois 60661]

(Address of principal executive [removed: offices)][added: offices, zip code)]

[removed: (847) 576-5000][added: (847) 576-5000]

| Title of Each Class | | | | [added: | | | | | | | |] Trading Symbol(s) | | [added: | | | |] Name of Each Exchange on Which Registered | [added: | |]

| Common Stock | [added: | |] $0.01 | [added: | |] Par Value | | [added: | | | |] MSI | | [added: | | | |] New York Stock Exchange | [added: | |]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

| Large accelerated filer | [added: | |] ☒ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | | [added: | | | |] Non-accelerated filer | [added: | |] ☐ | | [added: | | | |] Smaller reporting company | [added: | |] ☐ | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June [removed: 29, 2019] [added: 26, 2020] (the last business day of the Registrant’s most recently completed second quarter) was approximately [removed: $21.4] [added: $18.0] billion.

The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of [removed: January 31, 2020] [added: February 1, 2021] was [removed: 170,579,096.][added: 169,028,294.]

Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with its Annual Meeting of Stockholders to be held on May [removed: 11, 2020,] [added: 18, 2021 (the "Proxy Statement"),] are incorporated by reference into Part [removed: III.][added: III of this Annual Report on Form 10-K (this "Form 10-K").]

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Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒ No ☐

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| TABLE OF CONTENTS | | | | | |

| PART I | | | [3](#i95f22077ef934a539935305e0842855c_10) | | |

| [Overview](#i95f22077ef934a539935305e0842855c_16) | | | [3](#i95f22077ef934a539935305e0842855c_16) | | |

| [Competition](#i95f22077ef934a539935305e0842855c_28) | | | [6](#i95f22077ef934a539935305e0842855c_28) | | |

| [COVID-19](#i95f22077ef934a539935305e0842855c_2357) | | | [7](#i95f22077ef934a539935305e0842855c_2357) | | |

| Backlog | | | [7](#i95f22077ef934a539935305e0842855c_34) | | |

| [Government](#i95f22077ef934a539935305e0842855c_49) [](#i95f22077ef934a539935305e0842855c_49)[Regulations](#i95f22077ef934a539935305e0842855c_49) | | | [10](#i95f22077ef934a539935305e0842855c_49) | | |

| [Human Capital Management](#i95f22077ef934a539935305e0842855c_52) | | | [10](#i95f22077ef934a539935305e0842855c_52) | | |

| [Information about our Executive Officers](#i95f22077ef934a539935305e0842855c_82) | | | [23](#i95f22077ef934a539935305e0842855c_82) | | |

| [PART II](#i95f22077ef934a539935305e0842855c_85) | | | [24](#i95f22077ef934a539935305e0842855c_85) | | |

| [PART III](#i95f22077ef934a539935305e0842855c_244) | | | [98](#i95f22077ef934a539935305e0842855c_244) | | |

| [PART IV](#i95f22077ef934a539935305e0842855c_262) | | | [99](#i95f22077ef934a539935305e0842855c_262) | | |

| [15(a)(1) Financial Statements](#i95f22077ef934a539935305e0842855c_268) | | | [99](#i95f22077ef934a539935305e0842855c_268) | | |

| [15(a)(3) Exhibits](#i95f22077ef934a539935305e0842855c_274) | | | [99](#i95f22077ef934a539935305e0842855c_274) | | |

| [Item 16](#i95f22077ef934a539935305e0842855c_2407)[.](#i95f22077ef934a539935305e0842855c_2407) [Form 10-K Summary](#i95f22077ef934a539935305e0842855c_2407) | | | [103](#i95f22077ef934a539935305e0842855c_2407) | | |

| [Signatures](#i95f22077ef934a539935305e0842855c_283) | | | [104](#i95f22077ef934a539935305e0842855c_283) | | |

Statements in this Form 10-K which are not historical in nature are forward-looking statements within the meaning of applicable federal securities law.

These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “aims,” “estimates” and similar expressions.

We can give no assurance that any future results or events discussed in these statements will be achieved.

Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date.

Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this Form 10-K.

Some of these risks and uncertainties include, but are not limited to, those discussed in “Part I.

Item 1A.

Risk Factors” of this Form 10-K and those described elsewhere in this Form 10-K or in our other SEC filings.

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None

____________________________________________

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| | | | (Do not check if a smaller reporting company) | | | | | | | | | | |

| [PART I](#sA0CF06B8D22B5108902D0C6A9D13AEB5) | [3](#s1E42528818EE57E1845CA43E6E61D58E) |

| General | [3](#sF1094516D0905B268A09FC336ADBAFF4) |

| Strategy and Focus Areas | [3](#s8B8C9E42B5925F04AEF59C0841F5C6E9) |

| Competition | [4](#s349626689DD854EEBF5041A18B359BC5) |

| [Backlog](#s327C77F3F36C5D4AA016B52565EE6472) | [6](#s9A9DE5B8613656488D4AEB7667C8D7B8) |

| [Environmental Quality](#sDB6227D71BF8593C940BE20FC0B11106) and Regulatory Matters | [8](#s068A4678D2645238A7D3C8C08653865D) |

| [Employees](#sC83359BB01A95A729BCEFB7F2D2FA514) | [8](#s2247A26BFCBE584880065CE03AD2CD43) |

| [Financial Information About Geographic Areas](#sD73634E970E254228B1BE9DD6D45F5A5) | [8](#sD32F93984AC751E290770D41309C73C0) |

| [Financial Information About Segments](#s0FCA0F66FB6552BABB5EDA59D828A892) | [9](#sDBB31DE5C7595348A2D8F63DA5E2540D) |

| [Executive Officers of the Registrant](#s4585A3B2E02B5FFAAC3902877B3F5642) | [23](#sE6A32072843B5E398D7C7FD18AABB782) |

| [PART II](#s03DADCB59B23580C87662EA3B28C47CA) | [24](#s03DADCB59B23580C87662EA3B28C47CA) |

| [PART III](#s88B0157E39925618B5910651788F152D) | [100](#s88B0157E39925618B5910651788F152D) |

| [PART IV](#sF9E447EA06CB5A288D2D923718109D3A) | [101](#sF9E447EA06CB5A288D2D923718109D3A) |

| [15(a)(1) Financial Statements](#sD283E0E220AB551487207B8BE597BA79) | [101](#sD283E0E220AB551487207B8BE597BA79) |

| [15(a)(3) Exhibits](#s2B3BD9965464553790A4B73A5F99B59B) | [101](#s2B3BD9965464553790A4B73A5F99B59B) |

In “Item 1A: Risk Factors” we discuss some of the risk factors that could cause actual results to differ materially from those stated in the forward-looking statements.*

As of February 1, 2021, the material properties that we used in connection with our business, serving all segments, are as follows:

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| Location | | | Approximate Size in Sq. Ft. (In thousands) | | | Owned vs. Leased | | | Purpose | | |

| Schaumburg, Illinois, U.S. | | | 345 | | | Leased | | | Research & development and customer support | | |

| Elgin, Illinois, U.S. | | | 301 | | | Leased | | | Manufacturing and distribution | | |

| Krakow, Poland | | | 301 | | | Leased | | | Research & development and corporate administrative | | |

| Penang, Malaysia | | | 300 | | | Leased | | | Manufacturing and distribution, research & development and corporate administrative | | |

| Plantation, Florida, U.S. | | | 209 | | | Leased | | | Corporate administrative | | |

| Chicago, Illinois, U.S. | | | 206 | | | Leased | | | Corporate administrative (global headquarters) | | |

| Tel Aviv, Israel | | | 202 | | | Leased | | | Research & development and corporate administrative | | |

| Basingstoke, UK | | | 167 | | | Owned | | | Corporate administrative | | |

| British Columbia, Canada | | | 152 | | | Leased | | | Manufacturing and distribution and corporate administrative | | |

| Allen, Texas, U.S. | | | 138 | | | Owned | | | Manufacturing and distribution and corporate administrative | | |

| Richardson, Texas, U.S. | | | 136 | | | Leased | | | Manufacturing and distribution | | |

In addition to the properties described in the table, as of February 1, 2021, we leased 233 facilities, 103 of which were located in North America and 130 of which were located outside of North America.

Motorola Solutions' global headquarters is 500 W.

Monroe Street, Chicago, Illinois 60661.

Motorola Solutions also operates manufacturing facilities and sales offices in other U.S. locations and in many other countries.

As of December 31, 2019, we: (i) owned three facilities: one manufacturing facility in Europe, an office in Europe and an office in the U.S., (ii) leased 232 facilities, 128 of which were located in the Americas region and 104 of which were located in other countries and (iii) primarily utilized six major facilities for the manufacturing and distribution of our products, located in: Penang, Malaysia; Elgin, Illinois; Plano, Texas; McAllen, Texas; Vancouver, BC, Canada; and Gatineau, Quebec, Canada.

We generally consider the productive capacity of our manufacturing facilities to be adequate and sufficient for our requirements.

The extent of utilization of each manufacturing facility varies throughout the year.

In 2019, approximately 19% of our products were manufactured in Illinois and approximately 59% of our products were manufactured in Penang.

We rely on third-party providers in order to enhance our ability to lower costs and deliver products that meet demand.

If manufacturing in Penang or Illinois were disrupted, our overall productive capacity could be significantly reduced.

The following are the persons who [removed: were] [added: are] the executive officers of [removed: Motorola Solutions,] [added: the Company,] their ages, and [removed: their] current titles as of February [removed: 14, 2020] [added: 12, 2021] and the positions they have held during the last five years with the Company or as otherwise noted:

Brown; age [removed: 59;] [added: 60;] Chairman and Chief Executive Officer since May 3, 2011.

[removed: Bonanotte;] [added: Hacker;] age [removed: 55;] [added: 49;] Executive Vice [removed: President] [added: President, General Counsel] and Chief [removed: Financial] [added: Administrative] Officer since [removed: November 13, 2013.][added: January 21, 2015.]

Mark; age [removed: 48;] [added: 49;] Executive Vice President, Software and Services since August 28, 2018; Senior Vice President, Managed and Support Services from July 2017 to August 2018; [added: and] Corporate Vice President, Managed and Support Services from August 2015 to July [removed: 2017; and Corporate Vice President, Strategy from May 2011 to August 2015.][added: 2017.]

"Jack" Molloy; age [removed: 48;] [added: 49;] Executive Vice President, Products and Sales since August 28, 2018; Executive Vice President, Worldwide Sales and Services from July 2017 to August 2018; [added: and] Executive Vice President, Worldwide Sales from January 2016 to July [removed: 2017; Executive Vice President, Americas Sales and Services from November 2015 to January 2016; Senior Vice President, Americas Sales and Marketing from September 2015 to November 2015; and Senior Vice President, North America Sales from January 2014 to August 2015.][added: 2017.]

Naik; age [removed: 48;] [added: 49;] Senior Vice President, Strategy and Ventures, since December 2017; [added: and] Corporate Vice President, Chief Strategy Officer from March 2016 to December [removed: 2017; and Senior Vice President, Chief Strategy Officer, Advanced Micro Devices, Inc. from January 2012 to February 2015.][added: 2017.]

Pekofske; age [removed: 43;] [added: 44;] Corporate Vice President and Chief Accounting Officer since September 10, 2018; [added: and] Vice President and Treasurer from January 2016 to September [removed: 2018; Vice President and Assistant Treasurer from March 2015 to January 2016; and Vice President and Assistant Controller from February 2014 to March 2015.][added: 2018.]

Yazdi; age [removed: 55;] [added: 56;] Senior Vice President, Chief of Staff, Marketing and Communications and Motorola Solutions Foundation since August 28, 2018; Corporate Vice President, Chief of Staff to the Chairman and CEO, Global Marketing and Communications from February 2018 to August 2018; Vice President, Chief of Staff, Global Marketing and Communications from September 2016 to February 2018; [added: and] Vice President, Chief of Staff from August 2015 to September [removed: 2016; and Senior Director, Sales Operations for Asia Pacific from January 2013 to August 2015.][added: 2016.]

The above executive officers will serve as executive officers of [removed: Motorola Solutions] [added: the Company] until the regular meeting of the Board of Directors in May [removed: 2020] [added: 2021] or until their respective successors are elected.

Jason J.

Winkler; age 46; Executive Vice President and Chief Financial Officer since July 1, 2020; Senior Vice President, Finance from September 2018 to June 2020; Corporate Vice President, Finance, Global Sales & Services from February 2016 to September 2018; and Vice President and Director, North America, Finance from January 2014 to February 2016.

Gino A.

Hacker; age 48; Executive Vice President, General Counsel and Chief Administrative Officer since January 21, 2015.

The following table provides information with respect to acquisitions by the Company of shares of its common stock during the quarter ended December 31, [removed: 2019.][added: 2020.]

| *Period* | [added: | |] *(a) Total [removed: Number* *of Shares* *Purchased*] [added: Number of Shares Purchased*] | | | [added: | | |] *(b) Average [removed: Price* *Paid per* *Share* *(1)*] [added: Price Paid per Share (1)*] | | | | [added: | |] *(c) Total [removed: Number* *of] [added: Number of] Shares [removed: Purchased* *as] [added: Purchased as] Part of [removed: Publicly* *Announced Plans* *or Program* *(2)*] [added: Publicly Announced Plans or Program (2)*] | | | [added: | | |] *(d) Approximate [removed: Dollar* *Value] [added: Dollar Value] of Shares [removed: that* *May] [added: that May] Yet Be [removed: Purchased* *Under] [added: Purchased Under] the Plans [removed: or* *Program* *(2)*] [added: or Program (2)*] | | |

| (1) | [added: | |] Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers. | [added: | |]

| (2) | [removed: Through a series of actions,] [added: | | As originally announced on July 28, 2011, and subsequently amended,] the board of directors has authorized the Company to repurchase an aggregate amount of up to $14.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of December 31, [removed: 2019,] [added: 2020,] the Company had used approximately [removed: $12.7] [added: $13.4] billion, including transaction costs, to repurchase shares. | [added: | |]

This graph assumes $100 was invested in the stock or the indices on December 31, [removed: 2014] [added: 2015] and reflects the payment of dividends.

[removed: ][added: ]

Motorola Solutions' common stock is listed on the New York Stock Exchange and trades under the symbol "MSI." The number of stockholders of record of its common stock on February 1, 2021 was 21,690.

This figure does not include a substantially greater number of “street name” holders whose shares are held of record by banks, brokers and other financial institutions.

During 2020, we declared regular quarterly dividends of $0.64 per share of our common stock for each of the first three quarters of fiscal 2020, and $0.71 per share of our common stock for the fourth quarter of fiscal 2020.

While we expect to continue to pay comparable regular quarterly dividends in 2021, any future dividend payments will be at the discretion of our Board of Directors and will depend upon our profits, financial requirements and other factors, including legal restrictions on the payment of dividends, general business conditions and such other factors as our Board of Directors deems relevant.

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| 09/24/20 to 10/21/20 | | | 248,983 | | | | | | $ | 156.39 | | | | | 248,983 | | | | | | $ | 780,660,139 | |

| 10/22/20 to 11/18/20 | | | 243,631 | | | | | | $ | 165.48 | | | | | 243,631 | | | | | | $ | 740,343,034 | |

| 11/19/20 to 12/29/20 | | | 545,846 | | | | | | $ | 168.10 | | | | | 545,846 | | | | | | $ | 648,585,495 | |

| Total | | | 1,038,460 | | | | | | $ | 164.68 | | | | | 1,038,460 | | | | | | | | |

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| Years Ended | | | December 31, 2015 | | | December 31, 2016 | | | December 31, 2017 | | | December 31, 2018 | | | December 31, 2019 | | | December 31, 2020 | | |

| Motorola Solutions | | | $ | 100.00 | | $ | 123.90 | | $ | 138.08 | | $ | 179.00 | | $ | 254.52 | | $ | 273.33 | |

| S&P 500 | | | $ | 100.00 | | $ | 111.95 | | $ | 136.38 | | $ | 130.39 | | $ | 171.44 | | $ | 202.96 | |

| S&P Communications | | | $ | 100.00 | | $ | 118.92 | | $ | 151.16 | | $ | 173.96 | | $ | 197.28 | | $ | 198.53 | |

Motorola Solutions' common stock is listed on the New York Stock Exchange.

The number of stockholders of record of its common stock on January 31, 2020 was 24,266.

Information regarding securities authorized for issuance under equity compensation plans is incorporated by reference to the information under the caption “Equity Compensation Plan Information” of Motorola Solutions’ Proxy Statement for the 2020 Annual Meeting of Stockholders.

The remainder of the response to this Item incorporates by reference Note 16, “Quarterly and Other Financial Data (unaudited)” of the notes to consolidated financial statements appearing under “Item 8: Financial Statements and Supplementary Data.’’

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| 09/26/19 to 10/23/19 | — | | | $ | — | | | — | | | $ | 1,406,799,929 | |

| 10/24/19 to 11/20/19 | 599,930 | | | $ | 159.71 | | | 599,930 | | | $ | 1,310,984,815 | |

| 11/21/19 to 12/27/19 | 306,782 | | | $ | 161.60 | | | 306,782 | | | $ | 1,261,407,490 | |

| Total | 906,712 | | | $ | 160.35 | | | 906,712 | | | | | |

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| | [added: | |] *Years Ended December 31* | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| *(In millions, except per share amounts)* | [removed: 2019] | | [added: 2020] | | [added: | | | | 2019 | | | | | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| Operating Results | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Net sales | [added: | |] $ | [removed: 7,887] [added: 7,414] | | | [added: | |] $ | [removed: 7,343] [added: 7,887] | | | [added: | |] $ | [removed: 6,380] [added: 7,343] | | | [added: | |] $ | [removed: 6,038] [added: 6,380] | | | [added: | |] $ | [removed: 5,695] [added: 6,038] | |

| Operating earnings | [removed: 1,581] | | [added: 1,383] | | [added: | | | | 1,581 | | | | | |] 1,255 | | | | [removed: 1,284] | | [added: 1,284] | | [removed: 1,048] | | | | [removed: 916] [added: 1,048] | | |

| Earnings (loss) attributable to Motorola Solutions, Inc. | [removed: 868] | | [added: 949] | | [added: | | | | 868 | | | | | |] 966 | | | | [removed: (155] | | [removed: )] [added: (155)] | | [removed: 560] | | | | [removed: 640] [added: 560] | | |

| Per Share Data (in dollars) | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| [removed: Diluted earnings] [added: Earnings] (loss) [removed: from continuing operations] per [added: diluted] common share* | [added: | |] $ | [removed: 4.95] [added: 5.45] | | | [added: | |] $ | [removed: 5.62] [added: 4.95] | | | [added: | |] $ | [removed: (0.95] [added: 5.62] | [removed: )] | | [added: | |] $ | [removed: 3.24] [added: (0.95)] | | | [added: | |] $ | [removed: 3.17] [added: 3.24] | |

| Diluted weighted average common shares outstanding (in millions) | [removed: 175.6] | | [added: 174.1] | | [added: | | | | 175.6 | | | | | |] 172.0 | | | | [removed: 162.9] | | [added: 162.9] | | [removed: 173.1] | | | | [removed: 201.8] [added: 173.1] | | |

| Dividends declared per share | [added: | |] $ | [removed: 2.35] [added: 2.63] | | | [added: | |] $ | [removed: 2.13] [added: 2.35] | | | [added: | |] $ | [removed: 1.93] [added: 2.13] | | | [added: | |] $ | [removed: 1.70] [added: 1.93] | | | [added: | |] $ | [removed: 1.43] [added: 1.70] | |

| Balance Sheet | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Total assets | [added: | |] $ | [removed: 10,642] [added: 10,876] | | | [added: | |] $ | [removed: 9,409] [added: 10,642] | | | [added: | |] $ | [removed: 8,208] [added: 9,409] | | | [added: | |] $ | [removed: 8,463] [added: 8,208] | | | [added: | |] $ | [removed: 8,346] [added: 8,463] | |

| Total debt | [removed: 5,129] | | [added: 5,175] | | [added: | | | | 5,129 | | | | | |] 5,320 | | | | [removed: 4,471] | | [added: 4,471] | | [removed: 4,396] | | | | [removed: 4,349] [added: 4,396] | | |

| Other Data | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Capital expenditures | [added: | |] $ | [removed: 248] [added: 217] | | | [added: | |] $ | [removed: 197] [added: 248] | | | [added: | |] $ | [removed: 227] [added: 197] | | | [added: | |] $ | [removed: 271] [added: 227] | | | [added: | |] $ | [removed: 175] [added: 271] | |

| % of sales | [removed: 3.1] | | [added: 2.9 | |] % | | [removed: 2.7] | | [added: 3.1 | |] % | | [removed: 3.6] | | [added: 2.7 | |] % | | [removed: 4.5] | | [added: 3.6 | |] % | | [removed: 3.1] | | [added: 4.5 | |] % |

| Research and development expenditures | [added: | |] $ | [removed: 687] [added: 686] | | | [added: | |] $ | [removed: 637] [added: 687] | | | [added: | |] $ | [removed: 568] [added: 637] | | | [added: | |] $ | [removed: 553] [added: 568] | | | [added: | |] $ | [removed: 620] [added: 553] | |

| % of sales | [removed: 8.7] | | [added: 9.3 | |] % | | [added: | |] 8.7 | | % | | [removed: 8.9] | | [added: 8.7 | |] % | | [removed: 9.2] | | [added: 8.9 | |] % | | [removed: 10.9] | | [added: 9.2 | |] % |

[removed: * Amounts] [added: *Amounts] attributable to Motorola Solutions, Inc. common shareholders.

The following selected financial data is derived from the consolidated financial statements.

The data below should be read in conjunction with “Part II.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Part I.

Item 1A.

Risk Factors,” and the consolidated financial statements and notes included in Part II.

Item 8 of this Form 10-K.

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| Earnings (loss) per diluted common share* | 4.95 | | | | 5.62 | | | | (0.95 | | ) | | 3.24 | | | | 3.02 | | |