Motorola Solutions (MSI) 10-K risk factor changes: FY2021 vs FY2020

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

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, [removed: reputation,] financial condition, results of [removed: operations] [added: operations, reputation] or the trading price of our common stock.

The European Union (“E.U.”) adopted the General Data Protection Regulation (“GDPR”) which took effect on May 25, [removed: 2018] [added: 2018,] harmonizing data protection laws across the E.U. The GDPR strengthens individual privacy rights and enhances data protection obligations for processors and controllers of personal data.

State governments within the U.S. are starting to enact their own versions of “GDPR-like” privacy [removed: legislation] [added: legislation,] which will create additional compliance challenges, risk, and administrative [removed: burden (e.g.,] [added: burden, such as] the California Consumer [removed: Protection] [added: Privacy] Act [removed: (“CCPA”)] [added: (“CCPA”),] which went into effect on January 1, [removed: 2020).][added: 2020; the Virginia Consumer Data Protection Act, which will go into effect in January 2023; and the Colorado Privacy Act, which will go into effect in July 2023.]

Even though comprehensive U.S. federal privacy legislation is being discussed seriously by lawmakers and other stakeholders, it is possible that a one-size fits all compliance program may be difficult to [removed: achieve/manage] [added: achieve and manage] globally.

Any failure or perceived failure by us, our business partners, or [removed: third party] [added: third-party] service providers to comply with GDPR, CCPA, other related privacy and security-related or data protection laws, regulations and 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.

Existing or future legislation and regulations pertaining to [removed: AI and] [added: AI,] AI-enabled products [added: and the use of biometrics] (e.g., facial [removed: recognition technology)] [added: recognition) or other video analytics] that apply to us or to our customers may make it more challenging, costly, or in some cases prohibit certain products or services from being offered or [removed: modified,] [added: modified and subject us to regulatory and litigation risks and potential liabilities,] which could adversely affect our business and results of operations.

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

Current or future privacy-related legislation and governmental regulations pertaining to [removed: AI and] [added: AI,] AI-enabled products [added: and the use of biometrics or other video analytics] may affect how our business is [removed: conducted.][added: conducted or expose us to unfavorable developments resulting from changes in the regulatory landscape.]

Legislation and governmental regulations related to AI [added: and the use of biometrics and other video analytics] may also influence our current and prospective customers’ activities, as well as their expectations and needs in relation to our products and services.

Compliance with these laws and regulations may be onerous and expensive, and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of [removed: compliance.][added: compliance and the risk of liability.]

Any such increase in costs [added: or increased risk of liability] 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 AI [removed: technologies] [added: technologies, biometrics or other video analytics] less attractive to our customers, [removed: 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.

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

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

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

Catastrophic events, including the [added: continuing] 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 [added: continuing] COVID-19 pandemic, terrorist acts or the outbreak or escalation of armed hostilities, and other events beyond our control.

- 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 [removed: could] [added: which we expect to] continue to result in disruptions in our supply [removed: chain and distribution systems as well as] [added: chain, particularly with respect to materials in] the [removed: demand for our products and services.][added: semiconductor market.]

This extends as well to any [removed: potential] disruptions to transportation including reduced availability of air transportation capacity and ocean freight [removed: capacity] [added: capacity,] which [removed: can lead] [added: has led to, and which we expect] to [added: continue to lead to,] longer transit times and increases in freight costs to deliver our products.

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

These workforce disruptions have adversely affected and could continue to adversely [removed: affect] [added: 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 [removed: third parties.][added: third-parties.]

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

As we expand the technologies within our Products and Systems Integration and Software and Services segments, we [added: may be subject to additional compliance obligations and] 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 [removed: condition.][added: condition or result in additional liabilities for our business.]

[removed: Any failure to accurately] predict technological and business trends, control research and development costs or execute our innovation strategy could harm our business and financial performance.

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

New products [added: and services] are expensive to develop and bring to market and additional complexities are added when this process is outsourced as we have done in certain cases or as we increase our reliance on third-party content and technology.

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

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

Many of our products and [removed: systems] [added: services] are complex and we may experience delays in completing development and introducing new products or technologies in the future.

These risks and uncertainties include: (i) [added: inability to realize our business plan with respect to] the [added: acquired businesses, (ii) the] difficulty or inability in integrating newly-acquired businesses and operations in an efficient and effective manner, including ensuring proper integration of acquired businesses’ legal and regulatory compliance programs, [removed: (ii) risks associated with integrating] [added: information technology systems and] financial reporting and internal control systems, (iii) [removed: difficulties in integrating information technology systems and other business processes to accommodate the acquired businesses, (iv)] challenges in integrating acquired businesses to create the operating platform for public safety, [removed: (v)] [added: (iv)] the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions, [removed: (vi)] [added: (v)] the risk that our contractual relationships or the markets served do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets, [removed: (vii)] [added: (vi)] the potential loss of key employees of the acquired businesses, [removed: (viii)] [added: (vii)] the risk of diverting the attention of senior management from our operations, [removed: (ix)] [added: (viii)] the risks of entering new markets in which we have limited experience, and [removed: (x)] [added: (ix)] future impairments of [removed: goodwill of an acquired business.][added: goodwill.]

This is particularly evident in [added: recurring revenue businesses,] software [added: businesses] and certain services businesses.

Key employees of acquired businesses may receive substantial value in connection with a transaction in the form of cash payments for their ownership interest, particularly in the case of founders and other shareholder employees, or as a result of change-in-control agreements, acceleration of stock options and the lifting of restrictions on other equity-based compensation [removed: rights.]

[removed: A] [added: Increased cybersecurity threats could lead to 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, [removed: caused by cyberattack or other means,] [added: and] 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: cyberattack,] cyber intrusion, computer viruses, security breach, [added: ransomware,] energy blackouts, natural disasters and severe weather conditions, terrorism, sabotage, war, insider trading, human error and computer and telecommunication failures.

As a provider of [removed: mission critical] [added: mission-critical] communications systems for customers in critical infrastructure sectors of the U.S. and globally, including systems that we operate and maintain for certain customers of ours or as a software-based service, we face additional risk as a target of sophisticated attacks aimed at compromising both our company’s and our customers’ sensitive information and intellectual property.

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

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 customers, including the hosts of our cloud infrastructure on top of which our cloud-based solutions are [added: built, as well as the network connectivity upon which some of our services are] built.

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

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

Following GDPR enactment, other countries have also implemented similar privacy laws.

In addition, California voters passed by ballot initiative the California Privacy Rights Act in November 2020 (which will fully take effect in January 2023), which expands the CCPA.

For example, laws such as the Biometric Information Privacy Act in Illinois have restricted the collection, use and storage of biometric information and provide a private right of action of persons who are aggrieved by violations of the act.

Such legislation and regulations have exposed us to, and we expect that they will continue to expose us to, regulatory and litigation risks.

It is also not clear how existing and future laws and regulations governing issues such as AI, AI-enabled products, biometrics and other video analytics apply or will be enforced with respect to the products and services we sell.

We are increasingly building AI into many of our offerings.

Additionally, AI presents emerging ethical issues and we may enable or offer solutions that draw controversy due to their perceived or actual impact on society.

As we expand our portfolio of technologies, certain of our products and services are subject to telecommunications-related regulations, and future legislative or regulatory actions could subject us to additional compliance obligations or adversely affect our business, results of operations and financial condition.

As part of our expanding portfolio of technologies, we are now a provider of certain products and services that include telecommunications, including selective routing services for 911 calls.

As such, we are subject to certain existing or potential Federal Communications Commission (“FCC”) and state regulations relating to telecommunications, including some licensing, service reliability, consumer protection and regulatory fee requirements.

If we do not comply with FCC and state rules and regulations, we could be subject to enforcement actions, fines, loss of licenses and possibly restrictions on our ability to operate or offer certain of our products or services.

Any enforcement action, which may be a public process, could damage our reputation, erode customer trust, subject us to substantial fines and penalties, or cause us to restructure our product or service offerings, which could adversely affect our business, results of operations and financial condition.

Additionally, we are subject to telecommunications laws and regulations in certain foreign countries where we offer products and services that include telecommunications.

For example, we are registered to provide telecommunications connectivity with our WAVE PTX push-to-talk offerings in certain countries in the European Union.

Local laws and regulations, and the interpretation of such laws and regulations, differ significantly among the jurisdictions in which we provide these products and services.

In some countries, certain services that we offer are not considered to be regulated telecommunications services, while in other countries they are subject to telecommunications regulations, including registration with the local telecommunications governing authority, which increases the level of scrutiny and potential for enforcement by regulators as well as our cost of doing business internationally.

Further, enforcement and interpretations of the laws and regulations in some countries can be unpredictable and subject to the informal views of government officials.

Future applicable legislative, regulatory or judicial actions could increase the cost and complexity of compliance and expose us to liability.

Failure to comply with these regulations could subject us to additional compliance obligations or liabilities, which could adversely affect our business, results of operations and financial condition.

Increased focus on climate change issues has contributed to an evolving state of environmental regulation relating to climate change, and uncertainty related to such regulation, as well as physical risks of climate change, could impact our results of operations, financial or competitive position.

Increased public awareness and worldwide focus on climate change issues has led to legislative and regulatory efforts to limit greenhouse gas emissions, and may result in more international, federal or regional requirements or industry standards to reduce or mitigate global warming.

Additionally, legislative and regulatory efforts have focused on carbon taxes in certain areas where we operate.

For example, in October 2021 the U.K.’s Cabinet Office began requiring companies bidding on contracts with the U.K. government that have a value of over £5m per year to have carbon reduction plans that contain a commitment to achieving net zero emissions by 2050 for U.K. operations.

This requirement applies to our operations in the U.K. Although Motorola Solutions UK Ltd. and Airwave Solutions Ltd., our U.K. subsidiaries, each committed to achieving net zero emissions by 2050 for such entities' U.K. operations, this requirement and any similar future requirements may impact our business operations or competitive position.

This requirement and other increased regulation of climate change concerns could subject us to additional costs and restrictions and require us to make certain changes to our manufacturing practices and/or product designs, which could negatively impact our business, results of operations, financial condition and competitive position.

In addition, the physical risks of climate change (such as extreme weather conditions or rising sea levels) may impact the availability and cost of materials and natural resources, sources and supply of energy, product demand and manufacturing and could increase insurance and other operating costs.

Many of our facilities around the world (and the operations of our suppliers) are in locations that may be impacted by the physical risks of climate change, and we face the risk of losses incurred as a result of physical damage to our facilities or those of our suppliers, such as loss or spoilage of inventory and business interruption caused by such events.

become more aggressive in their approach to audits and enforcement of their applicable tax laws.

Additionally, in September 2021, the President of the United States signed a series of executive orders, and related guidance was issued that, together, required certain employers to implement COVID-19 precautions, including mandatory COVID-19 vaccines for employees (subject to medical and religious exemptions).

As a federal contractor, we were required to implement a mandatory vaccine policy.

In January 2022, in response to various legal challenges to these orders, we suspended our requirement that our U.S. employees (subject to the exemptions described above) be vaccinated by February 9, 2022.

We continue to evaluate our internal policy and the potential impact of the executive orders and legal responses to such executive orders on our business.

Any failure to accurately

For example, in October 2021, the United Kingdom’s Competition and Markets Authority (the “CMA”) announced that it had opened a market investigation into the Mobile Radio Network for the Police and Emergency Services.

This investigation affects Airwave, our private mobile radio communications network that we acquired in 2016.

Airwave provides mission-critical voice and data communications to public service agencies in Great Britain.

The market investigation by the CMA may result in additional compliance obligations for our business.

rights.

Similar to many other companies, we are consistently subject to attempts to compromise our information technology systems from both internal and external sources.

As a result of the continuing COVID-19 pandemic, a large portion of our office workers continue to work from home, which may also increase our vulnerability to cyber and other information technology risks.

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.

competition for access among various networks and users.

In addition, contacts with government officials and participation in political activities are areas that are tightly controlled by federal, state, local and international laws.

Failure to comply with these laws could cost us opportunities to seek certain government sales opportunities or even result in fines, prosecution, or debarment.

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.

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 public safety system or other commercial system.

The offering of managed services involves the integration of multiple services, multiple vendors and multiple technologies, requiring that we partner with other solutions and services providers, often on multi-year projects.

Additionally, our managed services business includes the hosting of software applications.

This allows the customers to “consume” the software “as a service” and avoid the costs and complexities of acquiring and operating the software.

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

Moreover, with respect to our internally developed proprietary software, we may

In 2020, 32% of our revenue was generated outside the U.S. In addition, we have a number of research and development, administrative and sales facilities outside the U.S. and 48% of our employees are employed outside the U.S. Most of our suppliers' operations are outside the U.S. and a significant portion of our products are manufactured outside the U.S., both internally and by third-parties.

anti-corruption laws such as the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act.

Any of these risks may be heightened by our practice of outsourcing or using third-parties to help sell our products or provide solutions and services, due to limits on our ability to oversee and control such third-parties’ conduct.

For example, we have experienced, and could continue to experience, increased difficulties in obtaining a sufficient amount of materials in the semiconductor market, as prices of such materials increased and supply was more limited due to the expansion of server and cloud networks as a greater proportion of the global population worked remotely, the introduction of 5G and the continued electrification of vehicles.

We attempted, and continue to attempt, to mitigate such supply disruptions by increasing our communications with our suppliers and modifying our purchase order coverage and inventory levels.

This risk may increase as a result of consolidation of certain suppliers of ours.

In addition, credit constraints at our suppliers could cause us to accelerate payment of accounts payable by us, impacting our cash flow.

The accounting for convertible debt securities that may be settled in cash or in shares of common stock could have a material effect on our reported financial results.

Under U.S. GAAP, an entity must separately account for the debt component and the embedded conversion option of convertible debt instruments that may be settled entirely or partially in cash or in shares of common stock upon conversion, such as our 1.75% senior convertible notes (“New Senior Convertible Notes”).

The fair value of the embedded conversion option is classified as an addition to stockholder’s equity.

The difference between book carrying cost and face value of the debt represents a non-cash discount.

This difference will be amortized into interest expense over the estimated life of the New Senior Convertible Notes.

As a result, we will be required to record a greater amount of non-cash interest expense as a result of the amortization of the discount over the expected term of the New Senior Convertible Notes, and we will report lower net income because of the recognition of both the current period’s discount amortization and the New Senior Convertible Notes’ coupon interest, which could adversely affect the trading price of our shares of common stock.

Convertible debt instruments (such as the New Senior Convertible Notes) that may be settled entirely or partially in cash are evaluated for their impact on earnings per share utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the New Senior Convertible Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the New Senior Convertible Notes exceeds their principal amount.

Under the treasury stock method, the number of shares outstanding for purposes of calculating diluted earnings per share includes the number of shares that would be required to settle the excess of the conversion value of the New Senior Convertible Notes, if any, over the principal amounts of the New Senior Convertible Notes (which would be settled in cash).

The conversion value of the New Senior Convertible Notes will exceed the principal amount of the notes to the extent the trading price of a share of our stock exceeds $203.50.

We intend to settle the principal amount of the convertible notes in cash.

However, we may not have access to the capital markets for financing on acceptable terms and conditions, particularly if our credit ratings are downgraded.

Accordingly, we may be forced to fully settle the New Senior Convertible Notes in shares of common stock upon conversion, the effect of which would cause the dilutive impact to earnings per share to be significantly in excess of the dilutive impact reflected by the treasury stock method.

General Risk Factors

These laws could impact our products and negatively affect our ability to manufacture and sell products competitively.

We expect these trends to continue.

Such regulations or standards could impose significant operational restrictions and compliance requirements upon us, which could negatively impact our business, results of operations, financial condition and competitive position.

The following is a discussion and analysis of our financial position as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and results of operations [added: and cash flows] for each of the three years in the period ended December 31, [removed: 2020.][added: 2021.]

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

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

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 [removed: Mission Critical] Communications, [removed: Command Center Software, and] Video Security and [removed: Analytics.][added: Access Control and Command Center Software.]

The Company has invested across these three technologies, evolving the Company’s LMR focus to purposefully integrate software, video security and [removed: analytics] [added: access control] 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 [added: security, access control] and analytics to interoperate.

While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes [removed: between] [added: for] individuals, businesses and agencies [removed: united] [added: when we unite these technologies] as one connected system.

With our [removed: interplay of technologies,] [added: technology ecosystem,] our goal is to help remove silos between systems, unify data, streamline workflows, simplify management and support evolving technologies.

In [removed: 2020,] [added: 2021,] the segment’s net sales were [removed: $4.6] [added: $5.0] billion, representing [removed: 63%] [added: 62%] of our consolidated net sales.

LMR [removed: Mission Critical] Communications

Our LMR [removed: 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 [removed: professional and commercial radio (“PCR”)] [added: PCR] solutions.

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

Examples [removed: of such functionality] include application services such as GPS location to better protect lone [removed: workers] [added: workers, job dispatch to share information] and over-the-air programming [removed: and updates] to optimize device uptime.

The LMR technology within the Products and Systems Integration segment represented [removed: 86%] [added: 84%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

Video Security and [removed: Analytics][added: Access Control]

Our Video Security and [removed: Analytics] [added: Access Control] technology includes [removed: network] video management infrastructure, [removed: fixed] [added: AI-powered] security [added: cameras including fixed] and mobile [removed: video cameras] (body-worn and in-vehicle) and access control solutions.

We deploy video security [added: and access control] 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 [added: and access control] to enable continuous monitoring that can improve situational awareness, [removed: particularly across large areas, and to visually] verify critical events or incidents in real-time [removed: or] [added: and provide data to] investigate [added: an event or incident] after [removed: they happen.][added: it happens.]

The Video Security and [removed: Analytics] [added: Access Control] technology within the [removed: Products] [added: Software] and [removed: Systems Integration] [added: Services] segment represented [removed: 14%] [added: 13%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

In [removed: 2020,] [added: 2021,] the segment’s net sales were [removed: $2.8] [added: $3.1] billion, representing [removed: 37%] [added: 38%] of our consolidated net sales.

LMR [removed: 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’ [added: operational environments, we aim to design the] LMR [removed: networks,] [added: networks they rely on for] availability, security and [removed: resiliency are imperative, along with keeping] [added: resiliency, as well as to keep] pace with technological advancements.

The LMR technology within the Software and Services segment represented [removed: 72%] [added: 70%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

Our Command Center Software suite, CommandCentral, [removed: supports] [added: consists of native cloud and on-premises solutions that support] the complex process of the public safety workflow from "911 call to case [removed: closure," which involves an array of roles from the] [added: closure." The] moment a citizen dials 911, [added: an array of roles are involved in coordinating response and post-incident management,] 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.

Our [removed: PremierOne Cloud] [added: CommandCentral] suite, hosted in Microsoft Azure Government, includes [added: call handling,] CAD, [removed: mobile] [added: field reporting, records, evidence, investigations] and [removed: records] [added: jail] in [removed: a single,] [added: an] integrated cloud-based offering.

[added: We believe that our solution is differentiated] through its integration with our CommandCentral software suite to simplify the agency’s workflow and ensure better incident management and real-time intelligence.

The Command Center Software technology within the Software and Services segment represented [removed: 18%] [added: 17%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

Video Security and [removed: Analytics] [added: Access Control] software includes video [removed: network] management software, [added: decision and] digital evidence management software and advanced vehicle location data analysis software, including license plate [removed: recognition, each designed to complement respective video hardware systems.][added: recognition.]

For example, AI-enabled analytics can detect unusual behavior such as a person at a facility [removed: out-of-hours,] [added: out of hours,] locate a missing child [removed: with our Appearance Search feature] at a theme [removed: park,] [added: park with Appearance Search,] flag a [removed: blacklisted] [added: denylisted] vehicle [added: at a school] through license plate [removed: recognition at a school,] [added: recognition,] or send an alert through access control if doors are propped open at a hospital.

Video Security and [removed: Analytics] [added: Access Control] services include our [removed: video-as-service] [added: video-as-a-service] offering for law enforcement, simplifying procurement by bundling hardware and software into a single subscription.

Additionally, Avigilon fixed video systems connected to Avigilon Cloud Services (“ACS”) provide our customers with the ability to securely access video across their sites from a [removed: remote/central] [added: remote central] monitoring location and more easily integrate with their other systems.

The [removed: Video Security and Analytics technology within the] Software and Services [removed: segment] [added: segment’s net sales] represented [removed: 10%] [added: 38%] of [removed: the] [added: our] net sales [removed: of the total segment] in [added: 2021, compared to 37% in] 2020.

[removed: 2020] [added: 2021] Financial Results

- Net sales were [removed: $7.4] [added: $8.2] billion in [removed: 2020] [added: 2021] compared to [removed: $7.9] [added: $7.4] billion in [removed: 2019.][added: 2020.]

- Operating earnings were [removed: $1.4] [added: $1.7] billion in [removed: 2020] [added: 2021] compared to [removed: $1.6] [added: $1.4] billion in [removed: 2019.][added: 2020.]

- Net earnings attributable to Motorola Solutions, Inc. were [removed: $949 million,] [added: $1.2 billion,] or [removed: $5.45] [added: $7.17] per diluted common share in [removed: 2020,] [added: 2021,] compared to earnings of [removed: $868] [added: $949] million, or [removed: $4.95] [added: $5.45] per diluted common share in [removed: 2019.][added: 2020.]

- Our operating cash flow was [removed: $1.6] [added: $1.8] billion in [removed: 2020] [added: 2021] compared to [removed: $1.8] [added: $1.6] billion in [removed: 2019.][added: 2020.]

- We returned over $1.0 billion of capital to shareholders, in the form of [removed: $612] [added: $528] million in share repurchases and [removed: $436] [added: $482] million in dividends in [removed: 2020.][added: 2021.]

- We increased our quarterly dividend by 11% to [removed: $0.71] [added: $0.79] per share in November [removed: 2020.][added: 2021.]

In January 2022 we renamed one of our three major products and services technologies from LMR Mission Critical Communications to LMR Communications in an effort to more succinctly brand our LMR technology.

This change was to the name of the technology only and no financial information was reclassified from previous periods.

An example of our integrated technology ecosystem in action is when our municipal governmental agency customers leverage communications, video security, analytics and cloud-based software to understand what is happening across their cities, which we believe helps to improve community collaboration and overall safety.

Video Security and Access Control solutions help users identify and understand events, find lost people and protect property.

Command Center Software informs and assists emergency response by unifying data across the 911 workflow, including call handling, dispatch, video analytics, field reporting, records, evidence and community input.

Voice and data communications connect law enforcement, fire and emergency medical services from different agencies and jurisdictions in an effort to improve coordination and collaboration.

The end-to-end integration of these technologies assists agencies in detecting, analyzing, communicating and responding to incidents.

Additionally, our view is that government, public safety agencies and businesses are increasingly turning to scalable, cloud-based multi-factor authentication access control to make their facilities more secure.

Since 2018, we have developed our video security and access control business through investments in research and development and through acquisitions, directly contributing to our growth strategy to serve as a leader in end-to-end video security solutions.

These activities have supported the expansion of our portfolio, which started with fixed video, access control and AI-enabled analytics solutions and has evolved to include mobile video (body-worn and in-vehicle cameras) for both public safety and commercial markets, a broader range of fixed video security technologies, business analytics and cloud-based access control solutions.

LMR Communications

Video Security and Access Control

Our software is designed to complement video hardware systems, serving as an ecosystem that provides end-to-end video security to strive to keep people, property and assets safe.

In addition to this native cloud suite, we offer a hybrid solution that delivers a migration path from on-premises software solutions to cloud-connected capabilities.

On a geographic basis, net sales increased in both the North America region and the International regions.

The overall increase in operating expenses was partially offset by $43 million lower reorganization of business charges and $16 million lower Hytera-related legal expenses.

The COVID-19 pandemic continues to be dynamic, and near-term challenges across the economy remain.

Although vaccines are now being distributed and administered across many parts of the world, new variants of the virus have emerged and may continue to emerge that have continued to create uncertainty regarding the impact of COVID-19.

In particular, the recent acceleration of the "omicron variant" of the virus and the highly contagious “delta variant” of the virus have caused recent surges of COVID-19 cases in the U.S. and other countries around the world.

We continue to adhere to applicable governmental and commercial restrictions and to work to mitigate the impact of COVID-19 on our employees, customers, communities, liquidity and financial position.

We have allowed essential business travel; however, we continue to carefully assess conditions on a geographical basis to determine when employees can safely return to our offices.

We also facilitated the process for our employees in certain locations to receive the COVID-19 vaccine, as vaccines are distributed and administered throughout the U.S. and the global community.

As conditions continue to fluctuate around the world, with both vaccine administration and the rates of new variants of COVID-19 (particularly the omicron and delta variants) rising in certain regions, governments and organizations have responded by adjusting their restrictions and guidelines accordingly.

The health and safety of our employees remains our top priority, and we continue to monitor the daily evolution of the pandemic, including the spread of the omicron and delta variants.

As of the date of this filing, we are following the U.S. Centers for Disease Control and Prevention guidance and state and local restrictions with respect to our U.S. employees, as well as guidance from corresponding international authorities with respect to our non-U.S. employees.

Additionally, in September 2021, the President of the United States signed a series of executive orders, and related guidance was issued that, together, required certain employers to implement COVID-19 precautions, including mandatory COVID-19 vaccines for employees (subject to medical and religious exemptions).

As a federal contractor, we were required to implement a mandatory vaccine policy.

In January 2022, in response to various legal challenges to these orders, we suspended our requirement that our U.S. employees (subject to the exemptions described above) be vaccinated by February 9, 2022.

We continue to evaluate our internal policy and the potential impact of the executive orders and legal responses to such executive orders on our business.

As we progressed through 2021, our supply chain has been increasingly impacted by global issues related to the effects of the COVID-19 pandemic, particularly with respect to materials in the semiconductor market, including part shortages, increased freight costs, diminished transportation capacity and labor constraints.

This has resulted in disruptions in our supply chain, as well as difficulties and delays in procuring certain semiconductor components.

During the latter part of the fourth quarter of 2021, costs increased driven by delivery delays and the need to purchase semiconductor components from alternative sources, including brokers.

We anticipate increased costs to procure materials within the semiconductor market to continue into the first half of 2022.

We are closely monitoring our supply chain and have maintained an active dialogue, and in some cases developed plans, with key suppliers in an effort to mitigate supply chain risks or otherwise minimize the impact from those risks.

We will continue to actively manage our supply chain in an effort to prevent major delays in selling our products and services.

Although the COVID-19 pandemic continued to introduce challenges throughout 2021, we are encouraged by customer demand for our products and services.

supply throughout 2022.

In addition, in March 2021, the President of the United States signed into law the American Rescue Plan Act of 2021 ("ARPA"), which is intended to provide economic stimulus, specifically additional funding to state and local governments, education and healthcare, as well as other funding relief provisions, in order to address the impact of the COVID-19 pandemic.

We experienced the positive impact of the ARPA funding on our business and results of operations during 2021 and anticipate that the ARPA will continue to have a positive impact throughout 2022.

We continue to assess our operating expenses and identify cost-reducing initiatives, including lower travel costs, contractor spend and reducing our real estate footprint.

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.

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.

We believe that our solution is differentiated

On a geographic basis, net sales decreased in both North America and International primarily driven by lower public safety LMR and PCR, partially offset by growth in Video Security and Analytics.

These actions have resulted in a significant decline in global economic activity, and accordingly, we have assessed the impact on our employees, customers, communities, liquidity and financial position.

We have continued to ensure customer continuity by fulfilling several emergency orders, completing remote software maintenance where possible, and continuing to service our mission-critical networks on-site as needed to ensure seamless operations.

Our sales teams have also continued to improve virtual engagement with our customers.

Additionally, our engineering teams have adapted our solutions offerings to equip our customers with the latest technology in an effort to protect their workplaces from the spread of COVID-19.

Specifically, in Video Security and Analytics, we have adapted our software and hardware offerings to provide analytics addressing occupancy counting, face mask detection, and thermal detection capabilities.

We continue to evaluate our financial position during this economic slowdown.

In our Products and Systems Integration segment, the impacts on net sales and operating margin were more significant during the first half of 2020 with reduced impact in the fourth quarter of 2020.

Reduced demand, particularly in our PCR business, as well as delays in engagements with our state and local customers led to a decline in net sales for the Product and Systems Integration segment in 2020 as compared to 2019.

In 2021, COVID-19 may continue to have an impact on net sales and operating margins within our Products and Systems Integration segment.

However, given the prioritization of mission critical communication solutions, we do not anticipate funding at the state and local levels to have a material, negative effect on our expected net sales for 2021.

We have also taken actions in a number of areas to reduce our operating expenses, including lower variable employee compensation, travel costs, contractor spend and reducing our real estate footprint to limit the negative effect on operating margins for 2020; however, a portion of these expenses, primarily variable compensation and certain travel expenses are likely to return in 2021.

In addition, our supply chain partners have been supportive and continue to work to fulfill the necessary service levels to the Company and its customers.

We continue to closely monitor the impact of COVID-19 on our business and geographies, including how it is impacting our customers, suppliers, and business partners.

However, the future impact that COVID-19 will have on our financial position and operating results may be affected by numerous uncertainties, including the severity of the virus, the duration of the outbreak, governmental, business or other actions, impacts on our supply chain, the effect on customer demand, or changes to our operations.

The impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, as well as other unanticipated consequences, remain unknown.

Further, additional outbreaks of COVID-19 in fiscal 2021 or beyond would cause many of the impacts described herein to return or be exacerbated.

| Video Security and Analytics | | | Products and Systems Integration Software and Services | | | Avigilon Corporation | | | Provider of advanced security and video solutions including video analytics, network video management hardware and software, video cameras, and access control solutions. | | | $974 million | | | March 28, 2018 | | |

| Command Center Software | | | Software and Services | | | Plant Holdings, Inc. | | | Provider of next generation 911 solutions. | | | $237 million | | | March 7, 2018 | | |

Change in Presentation

During the first quarter of 2020, the Company restructured to realize more operational efficiencies, combining our Europe, Middle East and Africa ("EMEA"), Asia Pacific ("AP"), and Latin America ("LA") regions into one region, which is now reflected as "International." Accordingly, the Company now reports net sales in the following two geographic regions: North America, which includes the United States and Canada, and International.

In addition, during the fourth quarter of 2020, the Company updated its presentation of major products and services to provide a more comprehensive view of our technologies within our reporting segments.

Accordingly, the Company now reports net sales in the following three major products and services: LMR Mission Critical Communications, Video Security, and Command Center Software.

The Company has updated all periods presented to reflect this change in presentation.

We continue to focus on growth opportunities across our portfolio of technologies.

Financial Statements and Supplementary Data” of this Form 10-K for further information).

| Net sales | | | $ | 7,887 | | | | | $ | 7,343 | | | | | 7 | | % |

The Software and Services segment’s net sales represented 32% of our consolidated net sales in 2019, compared to 31% in 2018.

- 1% growth in LMR, inclusive of acquisitions, driven by growth in the North America region and partially offset by a decline in the International region, which had two large system deployments completed in the Middle East and Africa in 2018; and

- partially offset by $54 million foreign currency headwinds.

- partially offset by $59 million of foreign currency headwinds.

| Gross margin | | | $ | 3,931 | | | | | $ | 3,480 | | | | | 13 | | % |

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $5.2] [added: $5.7] billion of long-term debt, including the current portion, which is primarily priced at long-term, fixed interest rates.

A hypothetical 10% decrease in interest rates as of the end of [removed: 2020] [added: 2021] would have increased the fair value of our debt by approximately [removed: $37] [added: $60] million at December 31, [removed: 2020.][added: 2021.]

See [removed: Note 5] [added: "Note 5: Debt and Credit Facilities"] to the consolidated financial statements included in “Part II.

At December 31, [removed: 2020,] [added: 2021,] we had outstanding foreign exchange contracts totaling [removed: $1.2] [added: $1.1] billion, compared to [removed: $1.1] [added: $1.2] billion outstanding at December 31, [removed: 2019.][added: 2020.]

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, [removed: 2020] [added: 2021] and the corresponding positions as of December 31, [removed: 2019:][added: 2020:]

| *Net Buy (Sell) by Currency* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Euro | | | $ | [removed: 177] [added: 164] | | | | | $ | [removed: 134] [added: 177] | |

| British pound | | | [removed: 86] [added: 128] | | | | | | [removed: 107] [added: 86] | | |

| Chinese renminbi | | | [removed: (90)] [added: (89)] | | | | | | [removed: (79)] [added: (90)] | | |

| Australian dollar | | | [removed: (88)] [added: (76)] | | | | | | [removed: (123)] [added: (88)] | | |

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 rates at December 31, [removed: 2020] [added: 2021] would reduce the value of those monetary assets and liabilities by approximately [removed: $60] [added: $59] million.

| Norwegian krone | | | 28 | | | | | | 32 | | |

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

Our technologies in Land Mobile Radio [removed: Mission Critical] Communications ("LMR" or "LMR [removed: Mission Critical] Communications"), [removed: Command Center Software and] Video Security and [removed: Analytics,] [added: Access Control and Command Center Software,] bolstered by managed and support services, [added: create an integrated technology ecosystem to help] make communities safer and [removed: help] businesses stay productive and secure.

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 [removed: Mission Critical] Communications, [removed: Command Center Software, and] Video Security and [removed: Analytics.][added: Access Control and Command Center Software.]

- LMR [removed: Mission Critical] Communications: Infrastructure, devices (two-way radio and [removed: broadband)] [added: broadband, including both for public safety] and [added: Professional Commercial Radio ("PCR")) 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 [removed: seamless] [added: shares] information [removed: sharing through] [added: throughout] the public safety workflow from [removed: 911] [added: "911] call to case [removed: closure.][added: closure."]

- Video Security and [removed: Analytics:] [added: Access Control:] Cameras (fixed, body-worn, in-vehicle), access control, infrastructure, video management, software and artificial [removed: intelligence-enabled] [added: intelligence ("AI")-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 [removed: analytics] [added: access control] 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 [added: security, access control] and analytics to interoperate.

While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes [removed: between] [added: for] individuals, businesses and agencies [removed: united] [added: when we unite these technologies] as one connected system.

With our [removed: interplay of technologies,] [added: technology ecosystem,] our goal is to help remove silos between systems, unify data, streamline workflows, simplify management and support evolving technologies.

In [removed: 2020,] [added: 2021,] the segment’s net sales were [removed: $4.6] [added: $5.0] billion, representing [removed: 63%] [added: 62%] of our consolidated net sales.

LMR [removed: Mission Critical] Communications

Our LMR [removed: 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 [removed: professional and commercial radio (“PCR”)] [added: PCR] solutions.

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

Examples [removed: of such functionality] include application services such as GPS location to better protect lone [removed: workers] [added: workers, job dispatch to share information] and over-the-air programming [removed: and updates] to optimize device uptime.

The LMR technology within the Products and Systems Integration segment represented [removed: 86%] [added: 84%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

Video Security and [removed: Analytics][added: Access Control]

Our Video Security and [removed: Analytics] [added: Access Control] technology includes [removed: network] video management infrastructure, [removed: fixed] [added: AI-powered] security [added: cameras including fixed] and mobile [removed: video cameras] (body-worn and in-vehicle) and access control solutions.

We deploy video security [added: and access control] 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.

[removed: Organizations such as these utilize video security] [added: and access control] to enable continuous monitoring that can improve situational awareness, [removed: particularly across large areas, and to visually] verify critical events or incidents in real-time [removed: or] [added: and provide data to] investigate [added: an event or incident] after [removed: they happen.][added: it happens.]

The Video Security and [removed: Analytics] [added: Access Control] technology within the Products and Systems Integration segment represented [removed: 14%] [added: 16%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

In [removed: 2020,] [added: 2021,] the segment’s net sales were [removed: $2.8] [added: $3.1] billion, representing [removed: 37%] [added: 38%] of our consolidated net sales.

LMR [removed: 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’ [added: operational environments, we aim to design the] LMR [removed: networks,] [added: networks they rely on for] availability, security and [removed: resiliency are imperative, along with keeping] [added: resiliency, as well as to keep] pace with technological advancements.

The LMR technology within the Software and Services segment represented [removed: 72%] [added: 70%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

[removed: 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.

Our [removed: PremierOne Cloud] [added: CommandCentral] suite, hosted in Microsoft Azure Government, includes [added: call handling,] CAD, [removed: mobile] [added: field reporting, records, evidence, investigations] and [removed: records] [added: jail] in [removed: a single,] [added: an] integrated cloud-based offering.

Our solutions, including Kodiak, WAVE PTX and CriticalConnect, enable [added: interoperability among devices across multiple networks.]

The Command Center Software technology within the Software and Services segment represented [removed: 18%] [added: 17%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

Video Security and [removed: Analytics] [added: Access Control] software includes video [removed: network] management software, [added: decision and] digital evidence management software and advanced vehicle location data analysis software, including license plate [removed: recognition, each designed to complement respective video hardware systems.][added: recognition.]

For example, AI-enabled analytics can detect unusual behavior such as a person at a facility [removed: out-of-hours,] [added: out of hours,] locate a missing child [removed: with our Appearance Search feature] at a theme [removed: park,] [added: park with Appearance Search,] flag a [removed: blacklisted] [added: denylisted] vehicle [added: at a school] through license plate [removed: recognition at a school,] [added: recognition,] or send an alert through access control if doors are propped open at a hospital.

Video Security and [removed: Analytics] [added: Access Control] services include our [removed: video-as-service] [added: video-as-a-service] offering for law enforcement, simplifying procurement by bundling hardware and software into a single subscription.

The Video Security and [removed: Analytics] [added: Access Control] technology within the Software and Services segment represented [removed: 10%] [added: 13%] of the net sales of the total segment in [removed: 2020.][added: 2021.]

Our sales model includes both direct sales by our in-house sales force, which [removed: tend] [added: tends] to focus on our largest accounts, and sales through our channel partner program.

Our trained channel partners include independent dealers, [removed: distributors,] [added: distributors] and software vendors around the world.

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, [added: each] representing approximately [removed: 9% and] 8% of our consolidated net sales in [removed: 2020, respectively.][added: 2021.]

For a discussion of risks related to government contracting requirements, please refer to [removed: “Item 1A.][added: “Part I.]

Competitive factors in these markets include product quality and reliability, technological capabilities, [removed: cost-effectiveness,] [added: cost-effectiveness] and industry experience.

In operating in these competitive markets, we have broadened how we work with our customers, expanding from our global LMR installed base to integrate [removed: Command Center Software and] Video Security and [removed: Analytics.][added: Access Control and Command Center Software.]

Adding Video Security and [removed: Analytics] [added: Access Control] enables multimedia collaboration and offers visibility for police officers within the [added: command center and in the field.]

Motorola Solutions is a global leader in public safety and enterprise security.

In January 2022 we began using LMR Communications, eliminating the "Mission Critical" descriptor from LMR Mission Critical Communications, to enhance investor understanding; this name change does not require any financial information to be reclassified from previous periods.

An example of our integrated technology ecosystem in action is when our municipal governmental agency customers leverage communications, video security, analytics and cloud-based software to understand what is happening across their cities, which we believe helps to improve community collaboration and overall safety.

Video security and access control solutions help users identify and understand events, find lost people and protect property.

Command center software informs and assists emergency response by unifying data across the 911 workflow, including call handling, dispatch, video analytics, field reporting, records, evidence and community input.

Voice and data communications connect law enforcement, fire and emergency medical services from different agencies and jurisdictions in an effort to improve coordination and collaboration.

The end-to-end integration of these technologies assists agencies in detecting, analyzing, communicating and responding to incidents.

Organizations such as these utilize video security

Additionally, our view is that government, public safety agencies and businesses are increasingly turning to scalable, cloud-based multi-factor authentication access control to make their facilities more secure.

Since 2018, we have developed our video security and access control business through investments in research and development and through acquisitions, directly contributing to our growth strategy to serve as a leader in end-to-end video security solutions.

These activities have supported the expansion of our portfolio, which started with fixed video, access control and AI-enabled analytics solutions and has evolved to include mobile video (body-worn and in-vehicle cameras) for both public safety and commercial markets, a broader range of fixed video security technologies, business analytics and cloud-based access control solutions.

LMR Communications

Video Security and Access Control

Our software is designed to complement video hardware systems, serving as an ecosystem that provides end-to-end video security to strive to keep people, property and assets safe.

Our Command Center Software suite, CommandCentral, consists of native cloud and on-premises solutions that support the complex process of the public safety workflow from "911 call to case closure." The moment a citizen dials 911, an array of roles are involved in coordinating response and post-incident management, such as dispatchers who route calls to police, fire

In addition to this native cloud suite, we offer a hybrid solution that delivers a migration path from on-premises software solutions to cloud-connected capabilities.

Refer to “Part I.

Although the COVID-19 pandemic continues to be dynamic and impacting the overall economy, introducing new challenges in 2021, we are encouraged by customer demand for our products and services.

| | | | $ | 13,559 | | | | | $ | 11,434 | |

During the year ended December 31, 2021, $1.7 billion of backlog was added to the Software and Services segment as a result of a contract extension with our customer, the Home Office of the United Kingdom, for an additional four years of service under our contracts for provision of the Airwave Land Mobile Radio network to the UK emergency services.

The contract extension was accounted for within backlog as it meets our definition of a firm customer commitment.

Risk Factors" of this Form 10-K for a discussion of the risks and uncertainties associated with the United Kingdom's Competition and Markets Authority's market investigation into the Mobile Radio Network for the Police and Emergency Services.

| Command Center Software | | | Software and Services | | | 911 Datamaster | | | Provider of Next Generation 911 data solutions that helps to ensure emergency calls are accurately located and routed based on the caller's location. | | | $35 million and share-based compensation of $3 million | | | December 16, 2021 | | |

| Video Security and Access Control | | | Products and Systems Integration Software and Services | | | Envysion | | | Provider of enterprise video security and business analytics. | | | $124 million and share-based compensation of $1 million | | | October 29, 2021 | | |

| Video Security and Access Control | | | Products and Systems Integration Software and Services | | | Openpath | | | Provider of cloud-based mobile access control. | | | $298 million and share-based compensation of $29 million | | | July 15, 2021 | | |

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

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

which is currently owned by Motorola Mobility.

In 2021, we have increased our carrying levels of inventory in response to the effects of the COVID-19 pandemic.

Availability of required materials and components is generally dependable; however, particularly within the semiconductor market, fluctuations in supply and market demand in 2021 have caused selective shortages and increased costs driven by the need to purchase semiconductor components from alternative sources, including brokers, during the latter part of the fourth quarter of 2021.

We anticipate increased costs to procure materials within the semiconductor market to continue into the first half

of 2022 which could affect our results of operations.

Freight costs have also been impacted by disruptions in transportation related to the COVID-19 pandemic.

Our operations and supply chain are expected to become increasingly subject to federal, state, local and foreign laws, regulations and international treaties and industry standards relating to climate change.

For example, in October 2021 the U.K.’s Cabinet Office began requiring companies bidding on contracts with the U.K. government that have a value of over £5m per year to have carbon reduction plans that contain a commitment to achieving net zero emissions by 2050 for U.K. operations.

This requirement applies to our operations in the U.K. Although Motorola Solutions UK Ltd. and Airwave Solutions Ltd., our subsidiaries, each committed to achieving net zero emissions by 2050 for its U.K. operations, this requirement and any similar future requirements and other increased regulation of climate change concerns could subject us to additional costs and restrictions, impact our competitive position or require us to make certain changes to our manufacturing practices and/or product designs.

For example, as part of our expanding portfolio of technologies, we are now a provider of certain products and services that include regulated telecommunications.

Item 1A.

More specifically, our total rewards package for our global employees includes broad-based stock grants and bonuses, an employee stock purchase plan, healthcare, wellness and retirement benefits (including a financial wellness coaching program for our U.S. employees), paid parental and family leave, commuter benefits, paid time off (including flexible time off for U.S. exempt employees), flexible work options and other assistance and support for employees going through life-changing events.

In 2021, under the leadership of our chief diversity officer, we collaborated with our employees to develop and promote an internal diversity, equity and inclusion ("DEI") strategy that aims to foster a culture of inclusion.

Motorola Solutions is a global leader in mission critical communications and analytics.

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.

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.

interoperability among devices across multiple networks.

Risk Factors” in this Form 10-K.

command center and in the field.

The specific solutions we integrate vary according to customers’ requirements.

We support our customers from various technological starting points, for example, we may integrate a customer’s video system into a Command Center Software suite to simplify access to technologies that such customer uses to support its operations.

These actions have resulted in a significant decline in global economic activity.

| | | | $ | 11,434 | | | | | $ | 11,259 | |

| Video Security and Analytics | | | Products and Systems Integration Software and Services | | | Avigilon Corporation | | | Provider of advanced security and video solutions including video analytics, network video management hardware and software, video cameras, and access control solutions. | | | $974 million | | | March 28, 2018 | | |

| Command Center Software | | | Software and Services | | | Plant Holdings, Inc. | | | Provider of next generation 911 solutions. | | | $237 million | | | March 7, 2018 | | |

Availability of required materials and components is generally dependable; however, fluctuations in supply and market demand could cause selective shortages and affect our results of operations.

We believe our management team has the experience necessary to effectively execute our strategy and advance our product and technology leadership.

Our Chief Executive Officer and senior management leaders have extensive industry experience.

They are supported by an experienced and talented management team that is dedicated to maintaining and expanding our position as a global leader for government, public safety and enterprise mission critical communications and analytics.

For discussion of the risks relating to the attraction and retention of senior management and key technical employees, see “Part 1.

In 2020, we appointed our first chief diversity officer, invested in development programs for high-potential female leaders, added an unconscious bias curriculum to our global workforce, and surveyed more than 4,000 employees to help leaders better understand the employee experience, particularly as it relates to diversity, equity and inclusion.

In 2019, more than 170 leaders from all parts of the Company participated in a variety of blended learning programs that included in-person training, self-paced learning and practice activities, all geared toward building their leadership skills.

In 2018, over 100 human resources professionals and hiring managers received several hours of specialized training on how to remove unconscious bias from the hiring process.

Our company-sponsored employee business councils support and promote mutual objectives of both the employees and the Company, including driving inclusion and diversity, enhancing company culture and impacting business results.

As of December 31, 2020, we had six business councils: Women’s Business Council, Multicultural Business Council, LGBTA Business Council, People with Disabilities and Allies Council, Veterans Business Council and Global Young Professionals Group.

In 2020 we established a cross-collaborative advisory committee, the Motorola Solutions Technology Advisory Committee (“MTAC”), to ensure our technological advancements remain aligned with our purpose and ethics, and are informed by the broader implications to our customers, the communities we serve and society at large.

Monroe Street, Chicago, IL 60661, E-mail: *investors@motorolasolutions.com*.

Our internet website and the information contained therein or incorporated therein are not intended to be incorporated into this Form 10-K.

In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial [removed: position] [added: position, liquidity] or [removed: liquidity.][added: results of operations.]

However, an unfavorable resolution could have a material adverse effect on our [added: consolidated financial position, liquidity or] results of operations in the periods in which the matters are ultimately resolved, or in the periods in which more information is obtained that changes management's opinion of the ultimate disposition.

In addition to the matter referenced below, we are subject to legal proceedings and claims that have not been fully resolved and which have arisen in the ordinary course of business.

See "Note 12: Commitments and Contingencies” to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for information regarding our legal proceedings.

We are a defendant in various lawsuits, claims, and actions, which arise in the normal course of business.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 [removed: and post] such files).

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of [removed: June 26, 2020] [added: July 2, 2021] (the last business day of the [removed: Registrant’s] [added: registrant’s] most recently completed second quarter) was approximately [removed: $18.0] [added: $33.2] billion.

The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of February [removed: 1, 2021] [added: 7, 2022] was [removed: 169,028,294.][added: 168,209,089.]

Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with its Annual Meeting of [removed: Stockholders] [added: Shareholders] to be held on May [removed: 18, 2021] [added: 17, 2022] (the "Proxy Statement"), are incorporated by reference into Part III of this Annual Report on Form 10-K (this "Form 10-K").

| Item 1. Business | | | [removed: [3](#i95f22077ef934a539935305e0842855c_13)] [added: [3](#i6ea270a02b52414893fd56e695d1a9c3_16)] | | |

| [Business [removed: Organization](#i95f22077ef934a539935305e0842855c_19)] [added: Organization](#i6ea270a02b52414893fd56e695d1a9c3_22)] | | | [removed: [4](#i95f22077ef934a539935305e0842855c_19)] [added: [4](#i6ea270a02b52414893fd56e695d1a9c3_22)] | | |

| [Customers and [removed: Contracts](#i95f22077ef934a539935305e0842855c_25)] [added: Contracts](#i6ea270a02b52414893fd56e695d1a9c3_25)] | | | [removed: [6](#i95f22077ef934a539935305e0842855c_25)] [added: [6](#i6ea270a02b52414893fd56e695d1a9c3_25)] | | |

| Other Information | | | [removed: [7](#i95f22077ef934a539935305e0842855c_31)] [added: [7](#i6ea270a02b52414893fd56e695d1a9c3_34)] | | |

| Research and Development | | | [removed: [9](#i95f22077ef934a539935305e0842855c_40)] [added: [9](#i6ea270a02b52414893fd56e695d1a9c3_46)] | | |

| Intellectual Property Matters | | | [removed: [9](#i95f22077ef934a539935305e0842855c_43)] [added: [9](#i6ea270a02b52414893fd56e695d1a9c3_49)] | | |

| [Inventory and Raw [removed: Materials](#i95f22077ef934a539935305e0842855c_46)] [added: Materials](#i6ea270a02b52414893fd56e695d1a9c3_52)] | | | [removed: [9](#i95f22077ef934a539935305e0842855c_46)] [added: [9](#i6ea270a02b52414893fd56e695d1a9c3_52)] | | |

| [removed: [Government](#i95f22077ef934a539935305e0842855c_49) [](#i95f22077ef934a539935305e0842855c_49)[Regulations](#i95f22077ef934a539935305e0842855c_49)] [added: [Government Regulations](#i6ea270a02b52414893fd56e695d1a9c3_55)] | | | [removed: [10](#i95f22077ef934a539935305e0842855c_49)] [added: [10](#i6ea270a02b52414893fd56e695d1a9c3_55)] | | |

| [Human Capital [removed: Management](#i95f22077ef934a539935305e0842855c_52)] [added: Management](#i6ea270a02b52414893fd56e695d1a9c3_58)] | | | [removed: [10](#i95f22077ef934a539935305e0842855c_52)] [added: [10](#i6ea270a02b52414893fd56e695d1a9c3_58)] | | |

| [Material [removed: Dispositions](#i95f22077ef934a539935305e0842855c_55)] [added: Dispositions](#i6ea270a02b52414893fd56e695d1a9c3_61)] | | | [removed: [11](#i95f22077ef934a539935305e0842855c_55)] [added: [11](#i6ea270a02b52414893fd56e695d1a9c3_61)] | | |

| [removed: Available Information] [added: [Available Information](#i6ea270a02b52414893fd56e695d1a9c3_64)] | | | [removed: [11](#i95f22077ef934a539935305e0842855c_64)] [added: [11](#i6ea270a02b52414893fd56e695d1a9c3_64)] | | |

| Item 1A. Risk Factors | | | [removed: [12](#i95f22077ef934a539935305e0842855c_67)] [added: [13](#i6ea270a02b52414893fd56e695d1a9c3_67)] | | |

| Item 1B. Unresolved Staff Comments | | | [removed: [22](#i95f22077ef934a539935305e0842855c_70)] [added: [23](#i6ea270a02b52414893fd56e695d1a9c3_70)] | | |

| Item 2. Properties | | | [removed: [22](#i95f22077ef934a539935305e0842855c_73)] [added: [24](#i6ea270a02b52414893fd56e695d1a9c3_73)] | | |

| Item 3. Legal Proceedings | | | [removed: [23](#i95f22077ef934a539935305e0842855c_76)] [added: [24](#i6ea270a02b52414893fd56e695d1a9c3_76)] | | |

| Item 4. Mine Safety Disclosures | | | [removed: [23](#i95f22077ef934a539935305e0842855c_79)] [added: [24](#i6ea270a02b52414893fd56e695d1a9c3_79)] | | |

| [Information about our Executive [removed: Officers](#i95f22077ef934a539935305e0842855c_82)] [added: Officers](#i6ea270a02b52414893fd56e695d1a9c3_82)] | | | [removed: [23](#i95f22077ef934a539935305e0842855c_82)] [added: [24](#i6ea270a02b52414893fd56e695d1a9c3_82)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i95f22077ef934a539935305e0842855c_88)] [added: Securities](#i6ea270a02b52414893fd56e695d1a9c3_88)] | | | [removed: [24](#i95f22077ef934a539935305e0842855c_88)] [added: [26](#i6ea270a02b52414893fd56e695d1a9c3_88)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i95f22077ef934a539935305e0842855c_94)] [added: Operations](#i6ea270a02b52414893fd56e695d1a9c3_94)] | | | [removed: [27](#i95f22077ef934a539935305e0842855c_94)] [added: [29](#i6ea270a02b52414893fd56e695d1a9c3_94)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i95f22077ef934a539935305e0842855c_118)] [added: Risk](#i6ea270a02b52414893fd56e695d1a9c3_118)] | | | [removed: [48](#i95f22077ef934a539935305e0842855c_118)] [added: [50](#i6ea270a02b52414893fd56e695d1a9c3_118)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i95f22077ef934a539935305e0842855c_124)] [added: Data](#i6ea270a02b52414893fd56e695d1a9c3_121)] | | | [removed: [49](#i95f22077ef934a539935305e0842855c_124)] [added: [51](#i6ea270a02b52414893fd56e695d1a9c3_121)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i95f22077ef934a539935305e0842855c_235)] [added: Disclosure](#i6ea270a02b52414893fd56e695d1a9c3_217)] | | | [removed: [97](#i95f22077ef934a539935305e0842855c_235)] [added: [99](#i6ea270a02b52414893fd56e695d1a9c3_217)] | | |

| [Item 9A. Controls and [removed: Procedures](#i95f22077ef934a539935305e0842855c_238)] [added: Procedures](#i6ea270a02b52414893fd56e695d1a9c3_220)] | | | [removed: [97](#i95f22077ef934a539935305e0842855c_238)] [added: [99](#i6ea270a02b52414893fd56e695d1a9c3_220)] | | |

| [Item 9B. Other [removed: Information](#i95f22077ef934a539935305e0842855c_241)] [added: Information](#i6ea270a02b52414893fd56e695d1a9c3_223)] | | | [removed: [97](#i95f22077ef934a539935305e0842855c_241)] [added: [99](#i6ea270a02b52414893fd56e695d1a9c3_223)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i95f22077ef934a539935305e0842855c_247)] [added: Governance](#i6ea270a02b52414893fd56e695d1a9c3_229)] | | | [removed: [98](#i95f22077ef934a539935305e0842855c_247)] [added: [100](#i6ea270a02b52414893fd56e695d1a9c3_229)] | | |

| [Item 11. Executive [removed: Compensation](#i95f22077ef934a539935305e0842855c_250)] [added: Compensation](#i6ea270a02b52414893fd56e695d1a9c3_232)] | | | [removed: [98](#i95f22077ef934a539935305e0842855c_250)] [added: [100](#i6ea270a02b52414893fd56e695d1a9c3_232)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i95f22077ef934a539935305e0842855c_253)] [added: Matters](#i6ea270a02b52414893fd56e695d1a9c3_235)] | | | [removed: [98](#i95f22077ef934a539935305e0842855c_253)] [added: [100](#i6ea270a02b52414893fd56e695d1a9c3_235)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i95f22077ef934a539935305e0842855c_256)] [added: Independence](#i6ea270a02b52414893fd56e695d1a9c3_238)] | | | [removed: [98](#i95f22077ef934a539935305e0842855c_256)] [added: [100](#i6ea270a02b52414893fd56e695d1a9c3_238)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i95f22077ef934a539935305e0842855c_259)] [added: Services](#i6ea270a02b52414893fd56e695d1a9c3_241)] | | | [removed: [98](#i95f22077ef934a539935305e0842855c_259)] [added: [100](#i6ea270a02b52414893fd56e695d1a9c3_241)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i95f22077ef934a539935305e0842855c_265)] [added: Schedules](#i6ea270a02b52414893fd56e695d1a9c3_247)] | | | [removed: [99](#i95f22077ef934a539935305e0842855c_265)] [added: [101](#i6ea270a02b52414893fd56e695d1a9c3_247)] | | |

[removed: Forward-looking statements include, but are not limited to, statements under the following headings: (1) “Business,” about: (a) industry growth and demand, including opportunities resulting from such growth, (b) future product development and the demand for, growth related to, and benefits of, new products, (c) growth of sales with existing customers, (d) customer spending and requests for vendor financing, (e) the impact of our strategy and focus areas, (f) the impact from the loss of key customers, (g) competitive position and our ability to maintain a leadership position in our core products, (h) increased competition, (i) our practice of subcontracting work to other companies to fulfill customer needs, (j) the continuing and future impact of the COVID-19 pandemic on our business, (k) the impact of recent acquisitions on our business, (l) the impact of regulatory matters, (m) the impact from the allocation and regulation of spectrum, particularly with respect to broadband spectrum, (n) the firmness of each segment's backlog, (o) the competitiveness of the patent portfolio, (p) the impact of research and development, (q) the availability of materials and components, energy supplies and labor, (r) the seasonality of the business, (s) our human capital management strategy and philosophy, and (t) our capital deployment model; (2) “Legal Proceedings,” about the ultimate disposition of pending legal matters and timing; (3) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the continuing and future impact of COVID-19 on our business, (b) the impact of global economic and political conditions on our business, (c) the impact of acquisitions on our business, (d) market growth/contraction, demand, spending and resulting opportunities, (e) industry growth and demand, including opportunities resulting from such growth, (f) future product development and demand for, growth related to, and benefits of, new products, (g) the impact of foreign exchange rate fluctuations, (h) our continued ability to reduce our operating expenses, (i) expected improvements in operating leverage and operating margins, (j) the growth of sales opportunities in our Video Security and Analytics, Command Center Software and LMR Mission Critical Communications technologies, (k) the return of capital to shareholders through dividends and/or repurchasing shares, (l) our ability to invest in capital expenditures and research and development, (m) the success of our business strategy and portfolio, (n) future payments, charges, use of accruals and expected cost-saving and profitability benefits associated with our reorganization of business programs and employee separation costs, (o) our ability and cost to repatriate funds, (p) future cash contributions to pension plans or retiree health benefit plans, (q) the liquidity of our investments, (r) our ability and cost to access the capital markets, (s) our ability to borrow and the amount available under our credit facilities, (t) our ability to settle the principal amount of the New Senior Convertible Notes (as defined below) in cash, (u) our ability and cost to obtain performance bonds, (v) adequacy of internal resources to fund expected working capital and capital expenditure measurements, (w) expected payments pursuant to commitments under long-term agreements, (x) the ability to meet minimum purchase obligations, (y) our ability to sell accounts receivable and the terms and amounts of such sales, (z) the outcome and effect of ongoing and future legal proceedings, (aa) the impact of the loss of key customers, and (bb) the expected effective tax rate and deductibility of certain items, and (cc) the impact of the adoption of accounting pronouncements on our financial results; and (4) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency exchange risks, (b) the impact of interest rate risk, (c) future hedging activity and expectations of the Company, and (d) the ability of counterparties to financial instruments to perform their obligations.][added: Forward-looking statements include, but are not limited to, statements under the following headings: (1) “Business,” about: (a) industry growth and demand, including opportunities resulting from such growth, (b) future product development and the demand for, growth related to, and benefits of, new products, (c) growth of sales with existing customers, (d) customer spending and requests for vendor financing, (e) the impact of our strategy and focus areas, (f) the impact from the loss of key customers, (g) competitive position and our ability to maintain a leadership position in our core products, (h) increased competition, (i) our practice of subcontracting work to other companies to fulfill customer needs, (j) the continuing and future impact of the COVID-19 pandemic on our business, (k) the impact of recent acquisitions on our business, (l) the impact of existing and future regulatory matters (including with respect to climate change) on our business, (m) the impact from the allocation and regulation of spectrum, particularly with respect to broadband spectrum, (n) the firmness of each segment's backlog, (o) the competitiveness of the patent portfolio, (p) the impact of research and development, (q) the availability and costs of materials and components, energy supplies and labor, (r) the seasonality of the business, (s) our human capital management strategy and philosophy, and (t) our capital deployment model; (2) “Legal Proceedings,” about the ultimate disposition of pending legal matters and timing; (3) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the continuing and future impact of COVID-19 on our business, (b) the availability and costs of materials, components and labor, (c) the impact of global economic and political conditions on our business, (d) the impact of acquisitions on our business, (e) the impact of existing and future laws, regulations, international treaties and industry standards relating to climate change on our business, (f) market growth/contraction, demand, spending and resulting opportunities, (g) industry growth and demand, including opportunities resulting from such growth, (h) future product development and demand for, growth related to, and benefits of, new products, (i) the impact of foreign exchange rate fluctuations, (j) our continued ability to reduce our operating expenses, (k) expected improvements in operating leverage and operating margins, (l) the growth of sales opportunities in our LMR Communications, Video Security and Access Control and Command Center Software technologies, (m) the return of capital to shareholders through dividends and/or repurchasing shares, (n) our ability to invest in capital expenditures and research and development, (o) the success of our business strategy and portfolio, (p) future payments, charges, use of accruals and expected cost-saving and profitability benefits associated with our reorganization of business programs and employee separation costs, (q) our ability and cost to repatriate funds, (r) future cash contributions to pension plans or retiree health benefit plans, (s) the liquidity of our investments, (t) our ability and cost to access the capital markets, (u) our ability to borrow and the amount available under our credit facilities, (v) our ability and cost to obtain performance bonds, (w) adequacy of internal resources to fund expected working capital and capital expenditure measurements, (x) expected payments pursuant to commitments under agreements and other obligations in the short-term and long-term, (y) the ability to meet minimum purchase obligations, (z) our ability to sell accounts receivable and the terms and amounts of such sales, (aa) the outcome and effect of ongoing and future legal proceedings, (bb) the impact of the loss of key customers, (cc) the expected effective tax rate and deductibility of certain items, and (dd) the impact of the adoption of accounting pronouncements on our financial results; and (4) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency exchange risks, (b) the impact of interest rate risk, (c) future hedging activity and expectations of the Company, and (d) the ability of counterparties to financial instruments to perform their obligations.]

| PART I | | | [3](#i6ea270a02b52414893fd56e695d1a9c3_13) | | |

| [Overview](#i6ea270a02b52414893fd56e695d1a9c3_19) | | | [3](#i6ea270a02b52414893fd56e695d1a9c3_19) | | |

| [Competition](#i6ea270a02b52414893fd56e695d1a9c3_28) | | | [7](#i6ea270a02b52414893fd56e695d1a9c3_28) | | |

| [COVID-19](#i6ea270a02b52414893fd56e695d1a9c3_31) | | | [7](#i6ea270a02b52414893fd56e695d1a9c3_31) | | |

| Backlog | | | [7](#i6ea270a02b52414893fd56e695d1a9c3_37) | | |

| [PART II](#i6ea270a02b52414893fd56e695d1a9c3_85) | | | [26](#i6ea270a02b52414893fd56e695d1a9c3_85) | | |

| [Item 6.](#i6ea270a02b52414893fd56e695d1a9c3_91) [\[](#i6ea270a02b52414893fd56e695d1a9c3_91)Reserved\] | | | [28](#i6ea270a02b52414893fd56e695d1a9c3_91) | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i6ea270a02b52414893fd56e695d1a9c3_2068) | | | [99](#i6ea270a02b52414893fd56e695d1a9c3_2068) | | |

| [PART III](#i6ea270a02b52414893fd56e695d1a9c3_226) | | | [100](#i6ea270a02b52414893fd56e695d1a9c3_226) | | |

| [PART IV](#i6ea270a02b52414893fd56e695d1a9c3_244) | | | [101](#i6ea270a02b52414893fd56e695d1a9c3_244) | | |

| [15(a)(1) Financial Statements](#i6ea270a02b52414893fd56e695d1a9c3_250) | | | [101](#i6ea270a02b52414893fd56e695d1a9c3_250) | | |

| [15(a)(2) Financial Statement Schedule](#i6ea270a02b52414893fd56e695d1a9c3_253)s | | | [101](#i6ea270a02b52414893fd56e695d1a9c3_253) | | |

| [15(a)(3) Exhibits](#i6ea270a02b52414893fd56e695d1a9c3_256) | | | [101](#i6ea270a02b52414893fd56e695d1a9c3_256) | | |

| [Item 16. Form 10-K Summary](#i6ea270a02b52414893fd56e695d1a9c3_259) | | | [105](#i6ea270a02b52414893fd56e695d1a9c3_259) | | |

| [Signatures](#i6ea270a02b52414893fd56e695d1a9c3_262) | | | [106](#i6ea270a02b52414893fd56e695d1a9c3_262) | | |

Yes ☒ No ☐

(Check one):

| 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) | | |

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

| [Item 6. Selected Financial Data](#i95f22077ef934a539935305e0842855c_91) | | | [26](#i95f22077ef934a539935305e0842855c_91) | | |

| [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)(2) Financial Statement Schedule](#i95f22077ef934a539935305e0842855c_271)s | | | [99](#i95f22077ef934a539935305e0842855c_271) | | |

| [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) | | |

As of February [removed: 1, 2021,] [added: 7, 2022,] the material properties that we used in connection with our business, serving all segments, are as follows:

| Plantation, Florida, U.S. | | | [removed: 209] [added: 182] | | | Leased | | | Corporate administrative | | |

| Chicago, Illinois, U.S. | | | [removed: 206] [added: 179] | | | Leased | | | Corporate administrative (global headquarters) | | |

| Tel Aviv, Israel | | | [removed: 202] [added: 152] | | | Leased | | | Research & development and corporate administrative | | |

| British Columbia, Canada | | | [removed: 152] [added: 108] | | | Leased | | | Manufacturing and distribution and corporate administrative | | |

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

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.

The following are the persons who are the executive officers of the Company, their ages, and current titles as of February [removed: 12, 2021] [added: 16, 2022] and the positions they have held during the last five years with the Company or as otherwise noted:

Brown; age [removed: 60;] [added: 61;] Chairman and Chief Executive Officer since May 3, 2011.

Hacker; age [removed: 49;] [added: 50;] Executive Vice President, General Counsel and Chief Administrative Officer since January 21, 2015.

[removed: Mark;] [added: "Jack" Molloy;] age [removed: 49;] [added: 50;] Executive Vice [removed: President, Software] [added: President] and [removed: Services] [added: Chief Operating Officer] since [added: November 18, 2021; Executive Vice President, Products and Sales from] August [removed: 28, 2018; Senior] [added: 2018 to November 2021; Executive] Vice President, [removed: Managed] [added: Worldwide Sales] and [removed: Support] Services from July 2017 to August 2018; and [removed: Corporate] [added: Executive] Vice President, [removed: Managed and Support Services] [added: Worldwide Sales] from [removed: August 2015] [added: January 2016] to July 2017.

Naik; age [removed: 49;] [added: 50;] Senior Vice President, Strategy and Ventures, since December 2017; and Corporate Vice President, Chief Strategy Officer from March 2016 to December 2017.

Pekofske; age [removed: 44;] [added: 45;] Corporate Vice President and Chief Accounting Officer since September 10, 2018; and Vice President and Treasurer from January 2016 to September 2018.

Winkler; age [removed: 46;] [added: 47;] Executive Vice President and Chief Financial Officer since July 1, 2020; Senior Vice President, Finance from September 2018 to June 2020; [added: and] Corporate Vice President, Finance, Global Sales & Services from February 2016 to September [removed: 2018; and Vice President and Director, North America, Finance from January 2014 to February 2016.][added: 2018.]

Yazdi; age [removed: 56;] [added: 57;] Senior Vice President, [added: Communications & Brand since February 2, 2022; Senior Vice President,] Chief of Staff, [added: Communications & Brand and Motorola Solutions Foundation from November 2021 to February 2022; Senior Vice President, Chief of Staff,] Marketing and Communications and Motorola Solutions Foundation [removed: since] [added: from] August [removed: 28, 2018;] [added: 2018 to November 2021;] Corporate Vice President, Chief of Staff to the Chairman and CEO, Global Marketing and Communications from February 2018 to August 2018; [added: and] Vice President, Chief of Staff, Global Marketing and Communications from September 2016 to February [removed: 2018; and Vice President, Chief of Staff from August 2015 to September 2016.][added: 2018.]

The above executive officers will serve as executive officers of the Company until the regular meeting of the Board of Directors in May [removed: 2021] [added: 2022] or until their respective successors are elected.

Mahesh Saptharishi; age 44; Executive Vice President and Chief Technology Officer since November 18, 2021; Senior Vice President, Software Enterprise and Mobile Video, and Chief Technology Officer from June 2021 to November 2021; Chief Technology Officer & Senior Vice President, Software Enterprise from April 2021 to June 2021; Senior Vice President, Chief Technology Officer from February 2019 to April 2021; and Chief Technology Officer, Senior Vice President of Avigilon from

September 2014 to January 2019.

Avigilon, a provider of advanced security and video solutions, is a subsidiary of the Company, which the Company acquired in 2018.

Kelly S.

"Jack" Molloy; age 49; Executive Vice President, Products and Sales since August 28, 2018; Executive Vice President, Worldwide Sales and Services from July 2017 to August 2018; and Executive Vice President, Worldwide Sales from January 2016 to July 2017.

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 [removed: 1, 2021] [added: 7, 2022] was [removed: 21,690.][added: 19,475.]

During [removed: 2020,] [added: 2021,] we declared regular quarterly dividends of [removed: $0.64] [added: $0.71] per share of our common stock for each of the first three quarters of fiscal [removed: 2020,] [added: 2021,] and [removed: $0.71] [added: $0.79] per share of our common stock for the fourth quarter of fiscal [removed: 2020.][added: 2021.]

While we expect to continue to pay comparable regular quarterly dividends in [removed: 2021,] [added: 2022,] 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.

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: 2020.][added: 2021.]

| (2) | | | As originally announced on July 28, 2011, and subsequently amended, [added: including in May 2021,] the [removed: board] [added: Board] of [removed: directors] [added: Directors] has authorized the Company to repurchase an aggregate amount of up to [removed: $14.0] [added: $16.0] 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: 2020,] [added: 2021,] the Company had used approximately [removed: $13.4] [added: $13.9] billion, including transaction costs, to repurchase [removed: shares.] [added: shares, leaving $2.1 billion of authority available for future repurchases.] | | |

The following graph compares the five-year cumulative total [added: shareholder] returns of Motorola Solutions, Inc., the S&P 500 Index and the S&P Communications Equipment Index.

This graph assumes $100 was invested in the stock or the indices on December 31, [removed: 2015] [added: 2016] and reflects the [removed: payment] [added: reinvestment] of dividends.

[removed: ][added: ]

| Years Ended | | | December 31, [removed: 2015 | | | December 31,] 2016 | | | December 31, 2017 | | | December 31, 2018 | | | December 31, 2019 | | | December 31, 2020 | | | [added: December 31, 2021 | | |]

Unregistered Sales of Equity Securities

On October 29, 2021, the Company issued 2,814 shares of common stock in connection with the acquisition of Envysion to certain former shareholders of Envysion.

The stock was issued for an aggregate grant-date fair value of $1 million that will be expensed over an average service period of one year.

Additionally, on December 16, 2021, the Company issued 13,007 shares of common stock in connection with the acquisition of 911 Datamaster to certain former equityholders of 911 Datamaster.

The stock was issued for an aggregate grant-date fair value of $3 million that will be expensed over an average service period of two years.

The foregoing transactions did not involve any underwriters, any underwriting discounts or commissions, or any public offerings.

The shares with respect to both transactions were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, in privately negotiated transactions not involving any public offerings or solicitations.

| 10/02/2021 to 10/27/2021 | | | 299,184 | | | | | | $ | 239.06 | | | | | 299,184 | | | | | | $ | 2,168,146,611 | |

| 10/28/2021 to 11/23/2021 | | | 86,577 | | | | | | $ | 247.78 | | | | | 86,577 | | | | | | $ | 2,146,694,562 | |

| 11/24/2021 to 12/31/2021 | | | 101,964 | | | | | | $ | 256.20 | | | | | 101,964 | | | | | | $ | 2,120,571,843 | |

| Total | | | 487,725 | | | | | | $ | 244.19 | | | | | 487,725 | | | | | | | | |

| Motorola Solutions | | | $ | 100.00 | | $ | 111.45 | | $ | 144.48 | | $ | 205.43 | | $ | 220.61 | | $ | 357.18 | |

| S&P 500 | | | $ | 100.00 | | $ | 121.82 | | $ | 116.47 | | $ | 153.13 | | $ | 181.29 | | $ | 233.28 | |

| S&P Communications Equipment | | | $ | 100.00 | | $ | 127.11 | | $ | 146.28 | | $ | 165.89 | | $ | 166.94 | | $ | 252.61 | |

| 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 | | | | | | | | |

| 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 | |

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.

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

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

| | | | *Years Ended December 31* | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *(In millions, except per share amounts)* | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Operating Results | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 7,414 | | | | | $ | 7,887 | | | | | $ | 7,343 | | | | | $ | 6,380 | | | | | $ | 6,038 | |

| Operating earnings | | | 1,383 | | | | | | 1,581 | | | | | | 1,255 | | | | | | 1,284 | | | | | | 1,048 | | |

| Earnings (loss) attributable to Motorola Solutions, Inc. | | | 949 | | | | | | 868 | | | | | | 966 | | | | | | (155) | | | | | | 560 | | |

| Per Share Data (in dollars) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Earnings (loss) per diluted common share* | | | $ | 5.45 | | | | | $ | 4.95 | | | | | $ | 5.62 | | | | | $ | (0.95) | | | | | $ | 3.24 | |

| Diluted weighted average common shares outstanding (in millions) | | | 174.1 | | | | | | 175.6 | | | | | | 172.0 | | | | | | 162.9 | | | | | | 173.1 | | |

| Dividends declared per share | | | $ | 2.63 | | | | | $ | 2.35 | | | | | $ | 2.13 | | | | | $ | 1.93 | | | | | $ | 1.70 | |

| Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 10,876 | | | | | $ | 10,642 | | | | | $ | 9,409 | | | | | $ | 8,208 | | | | | $ | 8,463 | |

| Total debt | | | 5,175 | | | | | | 5,129 | | | | | | 5,320 | | | | | | 4,471 | | | | | | 4,396 | | |

| Other Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | | | $ | 217 | | | | | $ | 248 | | | | | $ | 197 | | | | | $ | 227 | | | | | $ | 271 | |

| % of sales | | | 2.9 | | % | | | | 3.1 | | % | | | | 2.7 | | % | | | | 3.6 | | % | | | | 4.5 | | % |

| Research and development expenditures | | | $ | 686 | | | | | $ | 687 | | | | | $ | 637 | | | | | $ | 568 | | | | | $ | 553 | |

| % of sales | | | 9.3 | | % | | | | 8.7 | | % | | | | 8.7 | | % | | | | 8.9 | | % | | | | 9.2 | | % |

*Amounts attributable to Motorola Solutions, Inc. common shareholders.

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | [Report of Independent Registered Public Accounting Firm (PCAOB ID](#i6ea270a02b52414893fd56e695d1a9c3_124) 238[)](#i6ea270a02b52414893fd56e695d1a9c3_124) | | | [52](#i6ea270a02b52414893fd56e695d1a9c3_124) | | |]

We have audited the accompanying consolidated balance sheets of Motorola Solutions, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, of comprehensive income (loss), of [removed: stockholders'] [added: stockholders’] equity [removed: (deficit)] [added: (deficit),] and of cash flows for [added: each of] the [added: three] years [removed: then ended,] [added: in the period ended December 31, 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for [added: each of] the [added: three] years [removed: then] [added: in the period] ended [added: December 31, 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated] financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Note 1 to the consolidated financial statements, [removed: $1.8] [added: $1.9] billion of the Company’s total revenues for the year ended December 31, [removed: 2020] [added: 2021] was generated from System contracts.

[removed: *Opinion on the] [added: |] Consolidated Financial [removed: Statements*][added: Statements: | | | | | |]

| *(In millions, except per share amounts)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net sales from products | | | $ | [removed: 4,087] [added: 4,606] | | | | | $ | [removed: 4,746] [added: 4,087] | | | | | $ | [removed: 4,463] [added: 4,746] | |

| Net sales from services | | | [removed: 3,327] [added: 3,565] | | | | | | [removed: 3,141] [added: 3,327] | | | | | | [removed: 2,880] [added: 3,141] | | |

| Net sales | | | [removed: 7,414] [added: 8,171] | | | | | | [removed: 7,887] [added: 7,414] | | | | | | [removed: 7,343] [added: 7,887] | | |

| Costs of products sales | | | [removed: 1,872] [added: 2,104] | | | | | | [removed: 2,049] [added: 1,872] | | | | | | [removed: 2,035] [added: 2,049] | | |

| Costs of services sales | | | [removed: 1,934] [added: 2,027] | | | | | | [removed: 1,907] [added: 1,934] | | | | | | [removed: 1,828] [added: 1,907] | | |

| Costs of sales | | | [removed: 3,806] [added: 4,131] | | | | | | [removed: 3,956] [added: 3,806] | | | | | | [removed: 3,863] [added: 3,956] | | |

| Gross margin | | | [removed: 3,608] [added: 4,040] | | | | | | [removed: 3,931] [added: 3,608] | | | | | | [removed: 3,480] [added: 3,931] | | |

| Selling, general and administrative expenses | | | [removed: 1,293] [added: 1,353] | | | | | | [removed: 1,403] [added: 1,293] | | | | | | [removed: 1,254] [added: 1,403] | | |

| Research and development expenditures | | | [removed: 686] [added: 734] | | | | | | [removed: 687] [added: 686] | | | | | | [removed: 637] [added: 687] | | |

| Other charges | | | [removed: 246] [added: 286] | | | | | | [removed: 260] [added: 246] | | | | | | [removed: 334] [added: 260] | | |

| Operating earnings | | | [removed: 1,383] [added: 1,667] | | | | | | [removed: 1,581] [added: 1,383] | | | | | | [removed: 1,255] [added: 1,581] | | |

| Interest expense, net | | | [removed: (220)] [added: (208)] | | | | | | (220) | | | | | | [removed: (222)] [added: (220)] | | |

| Gains (losses) on sales of investments and businesses, net | | | [removed: (2)] [added: 1] | | | | | | [removed: 5] [added: (2)] | | | | | | [removed: 16] [added: 5] | | |

| Other, net | | | [removed: 13] [added: 92] | | | | | | [removed: (365)] [added: 13] | | | | | | [removed: 53] [added: (365)] | | |

| Total other expense | | | [removed: (209)] [added: (115)] | | | | | | [removed: (580)] [added: (209)] | | | | | | [removed: (153)] [added: (580)] | | |

| Net earnings before income taxes | | | [removed: 1,174] [added: 1,552] | | | | | | [removed: 1,001] [added: 1,174] | | | | | | [removed: 1,102] [added: 1,001] | | |

| Income tax expense | | | [removed: 221] [added: 302] | | | | | | [removed: 130] [added: 221] | | | | | | [removed: 133] [added: 130] | | |

| Net earnings | | | [removed: 953] [added: 1,250] | | | | | | [removed: 871] [added: 953] | | | | | | [removed: 969] [added: 871] | | |

| Less: Earnings attributable to noncontrolling interests | | | [removed: 4] [added: 5] | | | | | | [removed: 3] [added: 4] | | | | | | 3 | | |

| Net earnings attributable to Motorola Solutions, Inc. | | | $ | [removed: 949] [added: 1,245] | | | | | $ | [removed: 868] [added: 949] | | | | | $ | [removed: 966] [added: 868] | |

| Basic: | | | $ | [removed: 5.58] [added: 7.36] | | | | | $ | [removed: 5.21] [added: 5.58] | | | | | $ | [removed: 5.95] [added: 5.21] | |

| Diluted: | | | [removed: 5.45] [added: 7.17] | | | | | | [removed: 4.95] [added: 5.45] | | | | | | [removed: 5.62] [added: 4.95] | | |

| Basic | | | [removed: 170.0] [added: 169.2] | | | | | | [removed: 166.6] [added: 170.0] | | | | | | [removed: 162.4] [added: 166.6] | | |

| Diluted | | | [removed: 174.1] [added: 173.6] | | | | | | [removed: 175.6] [added: 174.1] | | | | | | [removed: 172.0] [added: 175.6] | | |

| Dividends declared per share | | | $ | [removed: 2.63] [added: 2.92] | | | | | $ | [removed: 2.35] [added: 2.63] | | | | | $ | [removed: 2.13] [added: 2.35] | |

| *(In millions)* | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net earnings | | | $ | [removed: 953] [added: 1,250] | | | | | $ | [removed: 871] [added: 953] | | | | | $ | [removed: 969] [added: 871] | |

| Foreign currency translation adjustments | | | [removed: 50] [added: (24)] | | | | | | [removed: 34] [added: 50] | | | | | | [removed: (91)] [added: 34] | | |

| Defined benefit plans | | | [removed: (56)] [added: 91] | | | | | | [removed: 291] [added: (56)] | | | | | | [removed: (106)] [added: 291] | | |

| Total other comprehensive income (loss), net of tax | | | [removed: (6)] [added: 67] | | | | | | [removed: 325] [added: (6)] | | | | | | [removed: (203)] [added: 325] | | |

| Comprehensive income | | | [removed: 947] [added: 1,317] | | | | | | [removed: 1,196] [added: 947] | | | | | | [removed: 766] [added: 1,196] | | |

Index to Consolidated Financial Statements

| | | | Page | | |

| [Consolidated Statements of Operations](#i6ea270a02b52414893fd56e695d1a9c3_127) | | | [54](#i6ea270a02b52414893fd56e695d1a9c3_127) | | |

| [Consolidated Statements of Comprehensive Income (Loss)](#i6ea270a02b52414893fd56e695d1a9c3_130) | | | [55](#i6ea270a02b52414893fd56e695d1a9c3_130) | | |

| [Consolidated Balance Sheets](#i6ea270a02b52414893fd56e695d1a9c3_133) | | | [56](#i6ea270a02b52414893fd56e695d1a9c3_133) | | |

| [Consolidated Statements of Stockholders' Equity (Deficit)](#i6ea270a02b52414893fd56e695d1a9c3_136) | | | [57](#i6ea270a02b52414893fd56e695d1a9c3_136) | | |

| [Consolidated Statements of Cash Flows](#i6ea270a02b52414893fd56e695d1a9c3_142) | | | [58](#i6ea270a02b52414893fd56e695d1a9c3_142) | | |

| [Notes to Consolidated Financial Statements](#i6ea270a02b52414893fd56e695d1a9c3_145) | | | [59](#i6ea270a02b52414893fd56e695d1a9c3_145) | | |

The communication of critical audit matters does not alter in any way our opinion on the consolidated

February 16, 2022

| Less: Earnings attributable to noncontrolling interests | | | 5 | | | | | | 4 | | | | | | 3 | | |

| Other comprehensive income | | | | | | | | | | | | | | | 67 | | | | | | | | | | | | | | |

| Balance as of December 31, 2021 | | | 169.6 | | | | | | $ | 989 | | | | | $ | (2,379) | | | | | $ | 1,350 | | | | | $ | 17 | |

| Revolving credit facility renewal fees | | | (7) | | | | | | — | | | | | | — | | |

Individual promises of the video security solution are capable of being distinct and distinct in the context of the contract.

In certain situations when the software license is not distinct within the context of the contract, revenue for the software license is recognized over time following the transfer of control under the arrangement.

Investments: The Company generally invests in debt and equity securities of a strategic nature.

The Company’s share of the investee’s underlying net income or loss is recorded to Other within Other income (expense).

entity’s operating environment, and general market conditions.

Investments in debt securities are classified as available-for-sale and held-to-maturity on the basis of the Company’s intent and ability to hold the investments.

Any credit-related impairment is recognized through an allowance for expected credit losses, and adjusted subsequently if conditions change, with a corresponding impact in earnings.

Where there is an intention or a requirement to sell an impaired available-for-sale debt security, the entire impairment is recognized in earnings with a corresponding adjustment to the amortized cost basis of the security.

Investments classified as held-to-maturity are carried at amortized cost less allowance for credit losses recorded through net income.

On December 16, 2021, the Company acquired 911 Datamaster, Inc. ("911 Datamaster"), a Next Generation 911 ("NG911") data solutions provider, for $35 million, net of cash acquired.

In addition, the Company issued restricted stock at a fair value of $3 million to certain key employees that will be expensed over a service of two years.

This acquisition reinforces the Company's strategy to be a leader in command center solutions and further supports 911 call centers’ unique organizational workflows as they transition to NG911 technologies.

On October 29, 2021, the Company acquired Envysion, Inc. ("Envysion"), a leader in enterprise video security and business analytics, for $124 million, net of cash acquired.

In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period of one year.

This acquisition expands the Company's presence in the industry and reinforces the Company's strategy as a global leader in end-to-end video security solutions within Video Security and Access Control.

On July 15, 2021, the Company acquired Openpath Security Inc. ("Openpath"), a cloud-based mobile access control provider for $298 million, net of cash acquired.

In addition, the Company issued restricted stock at a fair value of $29 million to certain key employees that will be expensed over an average service period of three years.

The transaction also includes the potential for the Company to make earn-out payments based on Openpath's achievement of certain financial targets from January 1, 2022 through December 31, 2022.

This acquisition expands the Company's ability to combine video security and

access control solutions within Video Security and Access Control to help support enterprise customers.

In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which will require companies to recognize and measure contract assets and contract liabilities relating to contracts with customers that are acquired in a business combination in accordance with ASC

Topic 606.

Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date.

ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606.

The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company adopted this ASU as of January 1, 2022 on a prospective basis and the adoption impact of the new standard will depend on the magnitude of future acquisitions.

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Chicago, Illinois

February 12, 2021

To the Stockholders and Board of Directors

Motorola Solutions, Inc.:

We have audited the accompanying consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of Motorola Solutions, Inc. and subsidiaries for the year ended December 31, 2018, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects the results of operations of the Company and its cash flows for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

*Basis for Opinion*

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ KPMG LLP

We served as the Company’s auditor from 1959 to 2019.

February 15, 2019

| Marketable securities | | | — | | | | | | — | | | | | | (6) | | |

| Balance as of January 1, 2018 | | | 161.6 | | | | | | $ | 353 | | | | | $ | (2,562) | | | | | $ | 467 | | | | | $ | 15 | |

| ASU 2016-16 modified retrospective adoption | | | | | | | | | | | | | | | | | | | | | (31) | | | | | | | | |

| ASU 2014-09 modified retrospective adoption | | | | | | | | | | | | | | | | | | | | | 127 | | | | | | | | |

| Deferred acquisition costs | | | — | | | | | | — | | | | | | (76) | | |

The Company assesses declines in the fair value of debt securities and equity method investments to determine whether such declines are other-than-temporary.

This assessment is made considering all available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the fair value has been less than cost, the financial condition and the near-term prospects of the entity issuing the security, and the Company’s ability and intent to hold the investment until recovery.

Other-than-temporary impairments of investments are recorded to Other within Other income (expense) in the Company’s Consolidated Statements of Operations in the period in which they become impaired.

If an asset (group) is considered

The Company estimates credit losses on accounts receivable based on historical losses and then takes into account estimates of current and future economic conditions.

unobservable inputs reflect the Company's assumptions about current market conditions.

On March 28, 2018, we completed the acquisition of Avigilon Corporation ("Avigilon"), a provider of advanced security and video solutions including video analytics, network video management hardware and software, video cameras and access control solutions, for a purchase price of $974 million.

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 Command Center Software portfolio with additional solutions for next generation 911 within our Software and Services segment.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions and streamlining other areas of accounting for income taxes.

Portions of the amendment within the ASU require retrospective, modified retrospective or prospective adoption methods.

Recently Adopted Accounting Pronouncements:

In August 2018, the FASB issued ASU No. 2018-14, "Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans," which amends ASC 715-20, Compensation – Retirement Benefits – Defined Benefit Plans – General.

This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans.

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) [removed: and] [added: or] 15d-15(e) under the Exchange Act, as of December 31, [removed: 2020,] [added: 2021 (the "Evaluation Date"),] the end of the period covered by this Form 10-K.

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] using the criteria set forth in the *Internal Control-Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued [removed: a] [added: an attestation] report on the Company’s internal control over financial reporting.

The report on the audit of internal control over financial reporting appears in [added: Part II, Item 8 of] this Form 10-K.

During the fourth quarter of 2021 and effective as of January 1, 2022, the Company and Kelly Mark entered into a Service Agreement upon Mr. Mark’s retirement from the Company (the “Service Agreement”).

As previously announced, Mr. Mark, the Company’s former Executive Vice President, Software and Services, stepped down from his position leading the Software and Services segment of the Company effective June 1, 2021, and retired from the Company effective December 31, 2021.

Pursuant to the Service Agreement, Mr. Mark will continue to provide consulting services to the Company until January 1, 2023 (with an option to renew his services).

As compensation for Mr. Mark’s services, Mr. Mark will be allowed to continue his medical benefits as described in the Service Agreement.

The foregoing description of the Service Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.53 to this Form 10-K.

None.

PART III

Not applicable.

PART III

The response to this Item with respect to directors is incorporated herein by reference to the information under the caption “Our Board - Who We Are” of our Proxy Statement; with respect to executive officers, is contained in Part I hereof under the caption “Information About our Executive Officers”; and, with respect to the audit committee, is incorporated herein by reference to the information under the [removed: captions] [added: caption] “Committees of the Board” [removed: and “Audit Committee Matters - Report] of [removed: Audit Committee” of] the Proxy Statement.

The Code is posted in the Corporate Governance section on Motorola Solutions’ Internet website, www.motorolasolutions.com/investors, and is available [removed: free of charge, upon request to] [added: electronically and without charge by contacting] Investor [removed: Relations, Motorola Solutions, Inc., Corporate Offices, 500 W.][added: Relations at investors@motorolasolutions.com.]

[removed: Motorola Solutions’] [added: The] Code [removed: of Business Conduct] applies to all of the Company’s employees worldwide, without exception, and describes employee responsibilities to the various stakeholders involved in our business.

Monroe Street, Chicago, Illinois 60661, E-mail: investors@motorolasolutions.com.

Exhibit numbers 10.5 through [removed: 10.56,] [added: 10.53] listed in this Exhibit Index are management contracts or compensatory plans or arrangements required to be filed as exhibits to this form by Item 15(b) hereof.

| [removed: [*4.1 (](https://www.sec.gov/Archives/edgar/data/68505/000006850521000008/msiex41e2020.htm)[e](https://www.sec.gov/Archives/edgar/data/68505/000006850521000008/msiex41e2020.htm)[)](https://www.sec.gov/Archives/edgar/data/68505/000006850521000008/msiex41e2020.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/0000068505/000006850521000008/msiex41e2020.htm)] | | | | | | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.] [added: 1934 (incorporated by reference to Exhibit 4.1(e) to Motorola Solutions, Inc.'s Annual Report on Form 10-K filed on February 12, 2021).] | | | | | |

| [10.4](http://www.sec.gov/Archives/edgar/data/1495569/000119312510201716/dex104.htm) | | | | | | Tax Sharing Agreement, effective as of July 31, [removed: 2020,] [added: 2010,] among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation)). | | | | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex108q12017.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/68505/000119312515302296/d91036dex104.htm)] | | | | | | [removed: March 9, 2017] Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance Contingent Stock Options [removed: (non-CEO)] [added: (CEO)] (incorporated by reference to Exhibit [removed: 10.8] [added: 10.4] to Motorola Solutions, Inc.'s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the fiscal quarter ended April 1, 2017).] [added: 8-K filed on August 26, 2015).] | | | | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/68505/000144530513001679/restrictedstockunitawardag.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex101q22019.htm)] | | | | | | Form of Motorola Solutions, Inc. [removed: Restricted] [added: Performance] Stock Unit [added: Award] Agreement [removed: relating to the Motorola Solutions Omnibus Incentive Plan of 2006] for grants to Section 16 Officers [removed: from] [added: on or after] May [removed: 6, 2013 to March 8, 2017] [added: 13, 2019] (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, [removed: 2013).] [added: 2019).] | | | | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex102q12018.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex102q12018.htm)] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers on or after February 15, 2018 (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018). | | | | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex103q12017.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex103q12018.htm)] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to [removed: Appointed Vice Presidents and Elected Officers from March 9, 2017 to] [added: Employees on or after] February [removed: 14,] [added: 15,] 2018 (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: April 1, 2017).] [added: March 31, 2018).] | | | | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex10192013.htm)] [added: [10.31](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1032.htm)] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit [added: Award] Agreement [removed: relating to] [added: for Gregory Q. Brown under] the Motorola Solutions Omnibus Incentive Plan of 2006 for grants [removed: to Appointed Vice Presidents and Elected Officers from February 3, 2014 to March 8, 2017] [added: on or after January 4, 2011] (incorporated by reference to Exhibit [removed: 10.19] [added: 10.32] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2013).] [added: 2010).] | | | | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex103q12018.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/0000068505/000006850521000015/msiex103q12021.htm)] | | | | | | Form of Motorola Solutions, Inc. [removed: Restricted] [added: Performance] Stock Unit [added: Award] Agreement [removed: relating to the Motorola Solutions Omnibus Incentive Plan of 2015] for grants to [removed: Employees] [added: Section 16 Officers] on or after February [removed: 15, 2018] [added: 11, 2021] (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: March 31, 2018).] [added: April 3, 2021).] | | | | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex104q12017.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex102q22019.htm)] | | | | | | Form of Motorola Solutions, Inc. [removed: Restricted] [added: Performance] Stock Unit [added: Award] Agreement [removed: relating to the Motorola Solutions Omnibus Incentive Plan of 2015] for grants to [removed: Employees from March 9, 2017 to February 14, 2018] [added: Gregory Q. Brown on or after May 13, 2019] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.2] to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: April 1, 2017).] [added: June 29, 2019).] | | | | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex101q22019.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/0000068505/000006850521000015/msiex104q12021.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to [removed: Section] [added: non-Section] 16 Officers on or after [removed: May 13, 2019] [added: February 11, 2021] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: June 29, 2019).] [added: April 3, 2021).] | | | | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex102q22019.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/0000068505/000006850521000015/msiex102q12021.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown on or after [removed: May 13, 2019] [added: February 11, 2021] (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: June 29, 2019).] [added: April 3, 2021).] | | | | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/68505/000119312511120818/dex105.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1025.htm)] | | | | | | [added: Form of] Motorola [removed: Solutions, Inc. Amended] [added: Solutions] Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options [removed: and Addendum A to Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Stock Appreciation Rights,] [added: for Gregory Q. Brown,] relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for [removed: a grant] [added: grants] on [removed: February 22,] [added: or after January 4,] 2011 [removed: to Gregory Q. Brown.] (incorporated by reference to [removed: exhibit 10.5] [added: Exhibit 10.25] to Motorola Solutions, Inc.’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the fiscal [removed: quarter] [added: year] ended [removed: April 2, 2011).] [added: December 31, 2010).] | | | | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1025.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1027.htm)] | | | | | | Form of Motorola Solutions [removed: Award Document-Terms and Conditions Related to Employee Nonqualified] Stock [removed: Options] [added: Option Consideration Agreement] for Gregory Q. [removed: Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006] [added: Brown] for grants on or after January 4, 2011 [added: under the Motorola Solutions Omnibus Incentive Plan of 2006] (incorporated by reference to Exhibit [removed: 10.25] [added: 10.27] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2010).] [added: 2010)).] | | | | | |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex103.htm)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex103.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on March 11, 2015). | | | | | |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/68505/000119312515302296/d91036dex104.htm)] [added: [10.32](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex104.htm)] | | | | | | Form of Motorola Solutions, Inc. [removed: Terms and Conditions Related to Employee Performance-Contingent] [added: Market] Stock [removed: Options (CEO)] [added: Unit Agreement for grants to Gregory Q. Brown on or after March 9, 2015] (incorporated by reference to Exhibit 10.4 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on [removed: August 26,] [added: March 11,] 2015). | | | | | |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1027.htm)] [added: [10.36](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1039.htm)] | | | | | | Form of Motorola Solutions [added: Deferred] Stock [removed: Option Consideration Agreement for Gregory Q. Brown for grants on or after January 4, 2011] [added: Units Award between Motorola Solutions, Inc. and its non-employee directors] under the Motorola Solutions Omnibus Incentive Plan of 2006 [added: or any successor plan for grants from January 4, 2011 to December 31, 2011] (incorporated by reference to Exhibit [removed: 10.27] [added: 10.39] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2010)).] [added: 2010).] | | | | | |

| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1032.htm)] [added: [10.34](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1037.htm)] | | | | | | Form of Motorola [removed: Solutions, Inc. Restricted] [added: Solutions Deferred] Stock [removed: Unit Award] [added: Units] Agreement [removed: for Gregory Q. Brown] [added: between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors] under the Motorola Solutions Omnibus Incentive Plan of [removed: 2006] [added: 2006,] for [removed: grants] [added: acquisitions] on or after January 4, 2011 (incorporated by reference to Exhibit [removed: 10.32] [added: 10.37] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010). | | | | | |

| [removed: [10.35](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex104.htm)] [added: [10.49](http://www.sec.gov/Archives/edgar/data/68505/000095013708011276/c35242exv10w1.htm)] | | | | | | [removed: Form of Motorola Solutions,] [added: Employment Agreement, dated August 27, 2008, by and between Motorola,] Inc. [removed: Market Stock Unit Agreement for grants to] [added: and] Gregory Q. Brown [removed: on or after March 9, 2015] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to [removed: Motorola Solutions,] [added: Motorola,] Inc.’s Current Report on Form 8-K filed on [removed: March 11, 2015).] [added: August 29, 2008).] | | | | | |

| [removed: [10.36](http://www.sec.gov/Archives/edgar/data/68505/000119312512063569/d280303dex1037.htm)] [added: [10.33](http://www.sec.gov/Archives/edgar/data/68505/000119312512063569/d280303dex1037.htm)] | | | | | | Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 1, 2012 (incorporated by reference to Exhibit 10.37 to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011). | | | | | |

| [removed: [10.37](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1037.htm)] [added: [10.35](http://www.sec.gov/Archives/edgar/data/68505/000119312512063569/d280303dex1040.htm)] | | | | | | Form of Motorola Solutions Deferred Stock Units [removed: Agreement] [added: Award] between Motorola Solutions, Inc. and its non-employee [removed: directors, relating to the deferred stock units issued in lieu of cash compensation to] directors under the Motorola Solutions Omnibus Incentive Plan of [removed: 2006,] [added: 2006 or any successor plan] for [removed: acquisitions] [added: grants] on or after January [removed: 4, 2011] [added: 1, 2012] (incorporated by reference to Exhibit [removed: 10.37] [added: 10.40] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2010).] [added: 2011).] | | | | | |