Motorola Solutions (MSI) 10-K risk factor changes: FY2022 vs FY2021

The [removed: European Union (“E.U.”)] [added: EU] adopted the General Data Protection Regulation (“GDPR”) which took effect on May 25, 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 legislation, which will create additional compliance challenges, risk, and administrative burden, such as the California Consumer Privacy Act [removed: (“CCPA”), which went into effect on January 1, 2020;] [added: (“CCPA”);] the Virginia Consumer Data Protection [removed: Act, which will go into effect in January 2023;] [added: Act; the Connecticut Data Privacy Act; the Utah Consumer Privacy Act] and the Colorado Privacy [removed: Act, which will go into effect in July 2023.][added: Act.]

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

[removed: Even though comprehensive U.S. federal privacy legislation is being discussed seriously by lawmakers and other stakeholders, it] [added: It] is possible that a one-size fits all compliance program may be difficult to achieve and manage [removed: globally.][added: globally, and that we will be forced to comply with a patchwork of inconsistent privacy regulations.]

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

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

A portion of our business is dependent upon U.S. government contracts and grants, which are highly regulated and subject to [added: disclosure obligations and] oversight audits by U.S. government representatives and subject to cancellations.

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

Our [added: business with or funded by the] U.S. government [removed: business] is subject to specific [removed: procurement] [added: laws and] regulations with numerous [added: and unique] compliance [removed: requirements.][added: requirements relating to formation, administration and performance of U.S. federal or federally funded contracts.]

These [removed: costs] [added: requirements, which] may increase [removed: in the future,] [added: or change over time, may increase our performance and compliance costs] thereby reducing our margins, which could have an adverse effect on our financial condition.

[removed: Failure] [added: Violations or other failures] to comply with these [added: laws,] regulations or other compliance requirements could lead to [added: terminations for default,] suspension or debarment from U.S. government contracting or subcontracting for a period of [removed: time.][added: time or other adverse actions.]

[removed: Among the causes for debarment are violations of various laws] [added: Such laws, regulations] or [removed: policies, including] [added: other compliance requirements include] those related to procurement integrity, export control, U.S. government security [added: and information security] regulations, [added: supply chain and sourcing requirements and restrictions,] employment practices, protection of criminal justice data, protection of the environment, accuracy of records, proper recording of costs, foreign corruption, Trade Agreements Act, Buy America Act, [added: other domestic content requirements,] and the False Claims Act.

Generally, in the U.S., government contracts and grants are subject to [added: certain voluntary or mandatory disclosure obligations and] oversight audits by government representatives.

Such [added: disclosures or] audits could result in adjustments to our contracts.

Future [added: disclosures,] audits and adjustments, if required, may materially reduce our revenues or profits upon completion and final negotiation of [added: such disclosure events or] audits.

Negative [added: disclosure or] audit findings could also result in investigations, termination of a contract or grant, forfeiture of profits or reimbursements, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government.

[removed: As part of our expanding portfolio of technologies, we] [added: We] are [removed: now] a provider of certain [removed: products and] services that include [removed: telecommunications,] [added: telecommunications in the U.S.,] 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 [added: certification or] licensing, service reliability, [removed: 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 [removed: licenses] [added: certifications or licenses,] and possibly restrictions on our ability to operate or offer certain of our [removed: 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 [removed: product or] service offerings, which could adversely affect our business, results of operations and financial condition.

Additionally, we are subject to [removed: telecommunications laws and] regulations in certain foreign countries where we offer [removed: products and] services that include [removed: telecommunications.][added: telecommunications or other types of communications services.]

For example, we are registered to provide [removed: telecommunications connectivity with our] WAVE PTX push-to-talk [removed: offerings] [added: offerings, with and without telecommunications connectivity,] in certain countries in the [removed: European Union.][added: EU.]

Local laws and regulations, and the interpretation of such laws and regulations, [added: can] differ significantly among the jurisdictions in which we provide these [removed: products and] services.

In some countries, certain services that we offer are not considered to be regulated [added: communications or] telecommunications services, while in other countries they are subject to [removed: 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 [removed: business internationally.]

Future applicable legislative, regulatory or judicial actions could increase the cost and complexity of [added: our] compliance and [removed: expose us] [added: increase our exposure] to [added: potential] liability.

Increased focus on climate change [removed: issues] has contributed to an evolving state of environmental regulation [removed: 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 [removed: 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.

[removed: This requirement] [added: These requirements] 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.

Many of our facilities around the [removed: world (and the operations of] [added: world, as well as] our [removed: suppliers)] [added: customers' and suppliers' operations,] 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 [removed: suppliers,] [added: suppliers or customers] such as loss or spoilage of inventory and business interruption caused by such events.

Our provision for income taxes and cash tax liability may be negatively impacted by: (i) changes in the mix of earnings taxable in jurisdictions with different statutory tax rates, (ii) changes in tax laws and accounting principles, (iii) changes in the valuation of our deferred tax assets and liabilities, (iv) [removed: failure to meet commitments under] [added: changes in available] tax [removed: incentive agreements,] [added: credits,] (v) discovery of new information during the course of tax return preparation, (vi) increases in non-deductible expenses, or (vii) repatriating cash held abroad.

Certain countries have already enacted legislation which could affect international businesses, and other countries have [added: become more aggressive in their approach to audits and enforcement of their applicable tax laws.]

Our business operations, and the operations of our customers and suppliers, are subject to interruption by natural [removed: disasters,] [added: disasters (including climate change-related events),] flooding, fire, power shortages, the widespread outbreak of infectious diseases and pandemics, such as the continuing COVID-19 pandemic, terrorist acts or the outbreak or escalation of armed [removed: hostilities,] [added: hostilities (including the military action against Ukraine launched by Russia] and [added: any related political or economic responses), and] other events beyond our control.

[removed: While] [added: In particular,] the [removed: duration and severity] [added: continuing COVID-19 pandemic, including the emergence] of [removed: those impacts on our business continue to be uncertain, they have] [added: variants, has] had, and could continue to have, an adverse effect on our business, financial position, cash flows and stock price in many ways, including, but not limited to, the following:

- The COVID-19 pandemic and responses to it have significantly [removed: limited or prevented] [added: impacted] the movement of goods and services worldwide, which has resulted in and which we expect to continue to result in disruptions in our supply chain, particularly with respect to [removed: materials] [added: difficulties and delays] in [removed: the] [added: procuring] semiconductor [removed: market.][added: components and disruptions to transportation.]

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

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

[added: 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.

Our research and development initiatives may not be successful in whole or in part, including research and development [removed: projects] [added: projects,] which we have prioritized with respect to funding and/or personnel.

Additionally, [removed: as] our [added: expanding] portfolio of products [removed: increases, we] may be subject to [added: new regulatory and statutory requirements that could result in] additional compliance obligations and liabilities for our business.

[removed: For example,] [added: Moreover, with respect to the political or regulatory risks of such contracts,] in October 2021, the [removed: United Kingdom’s] [added: UK’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.

These risks may be amplified by the effects of macroeconomic events or developments, such as inflationary pressures, supply chain constraints, the Russia-Ukraine conflict and the ongoing COVID-19 pandemic.

Comprehensive U.S. federal privacy legislation is also being discussed seriously by lawmakers, and the Federal Trade Commission has commenced a privacy rulemaking.

There is continued uncertainty concerning rules related to transfers of EU and United Kingdom (“UK”) personal data outside of their respective jurisdictions.

Certain of our offerings include services that are subject to telecommunications regulations in various jurisdictions, which expose us to increased costs to address compliance obligations and potential liability in the event of any actual or perceived failure to comply with such regulations, which could adversely affect our business, results of operations and financial condition.

business internationally.

Moreover, it is possible that regulations in any of these jurisdictions may be changed, expanded or interpreted and applied in a manner that is inconsistent with our existing practices.

There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty.

For example, the EU's Corporate Sustainability Reporting Directive, Corporate Sustainability Due Diligence Directive and EU taxonomy initiatives will introduce additional due diligence and disclosure requirements addressing sustainability that we expect will apply to us in the coming years.

This may include, potentially, costs associated with repairing damage as a result of extreme weather events or renovating or retrofitting facilities to better withstand extreme events.

The Tax Cuts and Jobs Act of 2017 requires that we capitalize and amortize our research and experimental expenditures over five or fifteen years, as applicable, beginning with our tax year 2022.

This change in law had a materially negative impact on our cash tax liability in 2022, and we expect such change to continue to impact our cash tax liability through 2026, unless the provisions are repealed or deferred by Congress.

Moreover, evolving expectations from customers, including the expectations that companies offer products and services to help reduce energy consumption, improve efficiency and minimize greenhouse gas footprints, may impact our competitive position and research and development efforts.

As a provider of mission-critical communications systems for customers in critical infrastructure sectors of the U.S. and globally, including systems that we operate and maintain

Like other enterprise software companies, we also use open source software from time to time, which may be more susceptible to vulnerabilities that may not be identified with scanning tools.

Specifically, regarding vulnerabilities, we patch systems where patches are available to deploy, and have technologies and services that help us to detect exploits of vulnerabilities and proactively block the exploit when it happens.

Moreover, the validity and scope of coverage of our patents cannot be fully determined prior to litigation.

The development of products operable in accordance with industry standards, such as those related to 5G or video technology, may result in third-party patent royalty demands.

each of which could have a negative impact on our financial results.

In 2022, our supply chain was impacted by global issues related to the effects of the COVID-19 pandemic, the Russia-Ukraine conflict and the inflationary cost environment, particularly with respect to materials in the semiconductor market, including part shortages, increased freight costs, diminished transportation capacity and labor constraints.

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

Cost increases were driven by elevated lead times and increased material costs, in particular the need to purchase semiconductor components from alternative sources, including brokers.

We attempted, and continue to attempt, to mitigate such supply disruptions by focusing on improving our supplier network, engineering alternative designs and actively managing our inventory.

For example, with respect to financial risks of such contracts, in the third quarter of 2022, we realized a fixed asset impairment loss of $147 million related to our ESN service contract with the Home Office of the UK.

In October 2022, the CMA published a provisional decision with its findings regarding competition and proposed remedies.

We disagree with the CMA’s provisional decision and will continue to work with the CMA to demonstrate the value of the Airwave network and protect Airwave’s contractual position; however, the ultimate resolution of the CMA market investigation could result in additional compliance obligations for our Airwave business such as prospective price controls, enhanced information transparency or structural remedies.

risks from our customers without corresponding back-to-back coverage from our subcontractor.

Increasing scrutiny and evolving expectations from investors, customers, lawmakers, regulators and other stakeholders regarding environmental, social and governance (“ESG”)-related practices and disclosures may adversely affect our reputation, adversely impact our ability to attract and retain employees or customers, expose us to increased scrutiny from the investment community or enforcement authorities or otherwise adversely impact our business and results of operations.

There is increasing scrutiny and evolving expectations from investors, customers, lawmakers, regulators and other stakeholders on ESG-related practices and disclosures, including those related to environmental stewardship, climate change, diversity, equity and inclusion, forced labor, racial justice and workplace conduct.

Regulators have imposed, and likely will continue to impose, ESG-related rules and guidance, which may conflict with one another and impose additional costs on us or expose us to new or additional risks.

Moreover, certain organizations that provide information to investors have developed ratings for evaluating companies on their approach to different ESG-related matters, and unfavorable ratings of us or our industries may lead to negative investor sentiment and the diversion of investment to other companies or industries.

We have elected to share publicly our ongoing ESG-related efforts in our proxy statement, Corporate Responsibility Report, TCFD Report, and on our corporate website.

Our business may face increased scrutiny related to these activities, and our failure or perceived failure to meet ESG-related goals or maintain ESG practices that meet evolving stakeholder expectations, could harm our reputation, adversely impact our ability to attract and retain employees or customers, expose us to increased scrutiny from the investment community or enforcement authorities or otherwise adversely affect our business and results of operations.

The compensation and incentives we

have available to attract, retain and motivate employees may not meet the expectations of current and prospective employees as the competition for talent intensifies.

Our exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact our results of operations.

We conduct business through our subsidiaries in many different countries, and fluctuations in currency exchange rates could have a significant impact on our reported consolidated results of operations, financial condition and cash flows, which are presented in U.S. dollars.

Cross-border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign exchange effects.

Accordingly, significant changes in currency exchange rates, particularly the Euro, British pound, Canadian dollar and Australian dollar, has had in the past, and could continue to, cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations.

Additionally, the strengthening of certain currencies such as the Euro and U.S. dollar potentially exposes us to competitive threats from lower cost producers in other countries.

Our sales are translated into U.S. dollars for reporting purposes.

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

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

These requirements, although customary in government contracting in the U.S., increase our performance and compliance costs.

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.

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.

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

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

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

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

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

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

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

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

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

This has impacted, and could continue to impact, our customers’ ability to pay for such products, solutions and services.

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

Any failure to accurately

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.

The continued global trend to enforce data sovereignty and negate legitimate cross border data flows increases the risk that we, directly or through some third party service provider, may inappropriately transfer personal data.

Furthermore, MTH has certain rights to

As many of our outsource partners operate outside of the U.S., our outsourcing activity exposes us to information security vulnerabilities and increases our global risks, as described further above.

Once a business activity is outsourced we may be

For example, 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 the semiconductor market.

This has resulted in increased costs driven by delivery delays and the need to purchase semiconductor components from alternative sources, including brokers, during the latter part of the fourth quarter of 2021 as described further below.

We attempted, and continue to attempt, to mitigate such supply disruptions by closely monitoring our supply chain; by maintaining an active dialogue, and in some cases developing plans, with key suppliers; and by having our engineering teams work to modify certain products in order to maximize the continuity of supply.

In addition, multi-year awards from governmental customers may often only receive partial funding initially and may typically be cancellable on short notice with limited penalties.

Recovery of front-loaded capital expenditures in long-term managed services contracts is dependent on the continued viability of such

customers.

The termination of funding for a government program or insolvency of commercial customer could result in a loss of anticipated future revenue attributable to that program, which could have an adverse impact on our profitability.

These political uncertainties and conflicts include new or increased tariffs and potential trade wars, threats to national security vulnerabilities linked to country of origin (in response to which the U.S. implemented prohibitions on, via the National Defense Authorization Act for Fiscal Year 2019, the use of federal funds to purchase and/or use telecommunications equipment and services and video surveillance equipment and services from Chinese vendors), and the United Kingdom’s decision to voluntarily exit the European Union on January 31, 2020 (commonly referred to as “Brexit”).

of Motorola Mobility, the sale of our Networks business and the sale of our Enterprise business.

The following is a discussion and analysis of our financial position as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and results of operations and cash flows for each of the three years in the period ended December 31, [removed: 2021.][added: 2022.]

Our technologies in Land Mobile Radio Communications ("LMR" or "LMR Communications"), Video Security and Access Control [added: ("Video")] and Command [removed: Center Software,] [added: Center,] bolstered by managed and support services, [added: 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, [removed: the Company has] [added: we have] principal product lines that also follow our three major technologies: LMR Communications, Video [removed: Security] and [removed: Access Control and] Command [removed: Center Software.][added: Center.]

Our strategy is to generate value through the integration of [removed: each technology into our ecosystem, uniting voice, software,] [added: critical communications,] video security, access control and [removed: analytics to interoperate.][added: data and analytics.]

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

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

Across all three technologies, we offer cloud-based solutions, cybersecurity [removed: services] [added: services, software] and [added: subscription services as well as] managed and support services.

In [removed: 2021,] [added: 2022,] the segment’s net sales were [removed: $5.0] [added: $5.7] billion, representing [removed: 62%] [added: 63%] of our consolidated net sales.

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

We also deliver LTE solutions for public safety, government and commercial users, including infrastructure and devices operating in [removed: 700 MHz, 900 MHz] [added: both low-band] and [added: mid-band frequencies, including] Citizens’ Broadband Radio Service [removed: (“CBRS”)] [added: (CBRS)] frequencies.

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

We believe that [removed: first responders] [added: public safety agencies and enterprises] continue to trust LMR communications [added: systems and devices] because they are purpose-built and designed for reliability, availability, security and resiliency to withstand the most challenging conditions.

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

The LMR technology within the Products and Systems Integration segment represented [removed: 84%] [added: 82%] of the net sales of the total segment in [removed: 2021.][added: 2022.]

Our Video [removed: Security and Access Control] technology includes video management infrastructure, [removed: AI-powered] [added: AI-video powered] security cameras including fixed and [added: certain] mobile [removed: (body-worn and in-vehicle)] [added: video equipment as well as on-premise] and [added: cloud-based] access control solutions.

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

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

Since 2018, we have developed our video security and access control business through investments in research and development and [removed: through] acquisitions, directly contributing to our growth strategy to serve as a leader in end-to-end video security [removed: solutions.][added: solutions and supporting the expansion of our portfolio.]

In [removed: 2021,] [added: 2022,] the segment’s net sales were [removed: $3.1] [added: $3.4] billion, representing [removed: 38%] [added: 37%] of our consolidated net sales.

Given the mission-critical nature of our customers’ operational environments, we aim to design the LMR networks they rely on for availability, security and [removed: resiliency, as well as to keep pace with technological advancements.][added: resiliency.]

The LMR technology within the Software and Services segment represented [removed: 70%] [added: 67%] of the net sales of the total segment in [removed: 2021.][added: 2022.]

Video [removed: Security and Access Control] software includes video management software, decision [added: management] and digital evidence management [removed: software] [added: software, certain mobile video equipment,] and advanced vehicle location data analysis software, including license plate recognition.

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

Our video network management software is embedded with [removed: artificial intelligence (“AI”)-enabled] [added: AI-enabled] analytics to deliver operational insights to our customers by bringing attention to important events within their video footage.

Given the [added: growing] volume of video [removed: footage,] [added: content,] we believe [removed: this is] [added: that analytics are] critical to [removed: monitor and manage to] deliver meaningful, action-oriented insights.

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

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

[removed: Body-worn] [added: For example, body-worn] cameras and in-car video systems can be paired with either on-premises or cloud-based digital evidence management software and complementary command center [removed: software] products.

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

The Video [removed: Security and Access Control] technology within the Software and Services segment represented [removed: 13%] [added: 15%] of the net sales of the total segment in [removed: 2021.][added: 2022.]

Command [removed: Center Software][added: Center]

[removed: 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] [added: These individuals include] 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.

[removed: CommandCentral] [added: Our Command Center] software supports these [removed: roles] [added: individuals] through the three phases of incident response: incident awareness, incident management and post-incident resolution.

Incident awareness software includes community engagement applications for tip submissions, crime mapping and evidence submission, [added: panic buttons that can share real-time incident details] and [added: location,] 911 [removed: call-handling] [added: call management] software (including multimedia) and next-generation core services for 911 call routing.

Incident management software includes [added: voice and] computer aided dispatch [removed: (“CAD”)] [added: (CAD)] for dispatch and coordinating first response, [removed: situational awareness] [added: mass notification software, collaboration] software [added: to share operational updates, real-time intelligence software] that shows a single, real-time view of video feeds and other alerts on a map, and field response and reporting to help frontline personnel collaborate, manage incident activity and file reports from the field.

As the public safety market continues to [removed: evolve toward software offerings that more] [added: leverage both on-premises and cloud "software-as-a service" (“SaaS”) technologies to] efficiently run their operations, reduce response times and increase officer availability, we [removed: have focused on providing] [added: offer both native] cloud-based [removed: software-as-a service (“SaaS”) with ancillary implementation] [added: applications] and [removed: managed services in addition to] [added: cloud features that enhance] on-premises [removed: solutions.][added: applications.]

[removed: Additional] [added: Additionally,] Command Center [removed: Software] includes interoperability software that [removed: ensures] [added: helps to ensure] communication is not limited by coverage area, network technology or device type.

The Command Center [removed: Software] technology within the Software and Services segment represented [removed: 17%] [added: 18%] of the net sales of the total segment in [removed: 2021.][added: 2022.]

[removed: 2021] [added: 2022] Financial Results

- Net sales were [removed: $8.2] [added: $9.1] billion in [removed: 2021] [added: 2022] compared to [removed: $7.4] [added: $8.2] billion in [removed: 2020.][added: 2021.]

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

In January 2023, we began using Command Center as a naming convention, eliminating the "Software" descriptor from Command Center Software in order to inform investors that the Company has software components more broadly across all technologies; this name change does not require any financial information to be reclassified from previous periods.

The schools we serve provide an example of our integrated technology ecosystem in action, which can be tailored to a school's unique needs and can span the end-to-end workflow for daily school operations as well as for emergencies.

Video security and analytics such as license plate recognition can alert security and identify potentially suspicious activities, influencing building access.

AI-powered video analytics can search video footage and help locate individuals based on physical descriptions.

Software can help share real-time alerts and live video feeds with school officials and public safety agencies for incident response.

Voice and data communications can notify school employees of security breaches, while mass notification and incident management platforms can help to coordinate an emergency response across school safety personnel, local law enforcement and administrators.

Together, these technologies can help schools to detect, analyze, communicate and manage safety and security threats.

Our view is that complementary data applications such as these enable government, public safety and enterprise

customers to work more efficiently and safely, while maintaining their mission-critical voice communications to remain connected and working in collaboration with others.

Video

The Video technology within the Products and Systems Integration segment represented 18% of the net sales of the total segment in 2022.

Designed to complement our customers’ mission-critical LMR systems, our mission-critical cloud-based LMR technology is also available “as-a-service” with a multi-year subscription.

We believe this technology increases resiliency and system reliability to help ensure users remain connected, even, for example, in natural disasters where physical communications infrastructure can be damaged.

Video

Our view is that these insights can help to proactively detect an important event in real time as well as reactively search video content to detect an important event that occurred in the past.

Our cloud technologies can offer organizations the ability to access, search and manage their video security and access control system from a centralized dashboard, accessible on devices such as smartphones and laptops.

Our cloud solutions are also sold as a service, available as single-year to multi-year hosted services, supporting our customers with upgrades and software enhancements to help ensure system performance and technological advancement.

Our Command Center portfolio consists of native cloud and on-premises software solutions that support the complex process of the public safety workflow from "911 call to case closure." From the moment a person contacts 911, an array of individuals engage to gather information to coordinate a response and manage the post-incident resolution.

Additionally, to help ensure that individuals within the public safety workflow can work as efficiently, effectively and safely as possible, we believe it’s important that individuals within enterprise settings can communicate and collaborate directly with public safety agencies, particularly during emergencies.

We remain focused on strengthening the intersection of public safety and enterprise security, offering solutions that are designed to help individuals, businesses and public safety agencies work together and share the information that better informs people to take appropriate action.

We believe our products and services enhance first responders’ situational awareness and safety by integrating critical communications, video security, data and analytics to provide an all-in-one operational view of the incident.

Operating margins decreased in 2022 to 22.1% from 28.9% in 2021 due to a fixed asset impairment loss of $147 million related to assets constructed and used in the deployment of the Emergency Services Network ("ESN") services contract with the Home Office of the United Kingdom (the "Home Office") which both parties have agreed to exit.

Macroeconomic Events

During fiscal year 2022, we operated under challenging market conditions, influenced by events such as those discussed below.

For a further discussion of our business and the trends and risks that we encounter in our business, please refer to “Part I.

Russia-Ukraine Conflict

During the first quarter of 2022, in response to Russia's invasion of Ukraine, we suspended all sales, provision of services and shipments of our products to Russia and Belarus, which did not constitute a material portion of our business.

For the year ended December 31, 2021, our net sales in Russia and Belarus were less than $25 million.

However, throughout 2022, we indirectly experienced impacts from the Russia-Ukraine conflict (as further described below).

While we do not anticipate that the current posture of the Russia-Ukraine conflict will materially and adversely affect our results of operations, the conflict is still ongoing and has had, and may continue to have, a significant impact on the global macroeconomic and geopolitical environments, including increased volatility in capital and commodity markets, rapid changes to regulatory conditions (including the use of sanctions), supply chain and operational challenges for multinational corporations, inflationary pressures and an increased risk of cybersecurity incidents.

COVID-19, Supply Chain Disruptions & Inflationary Cost Environment

While we continued to navigate supply chain constraints in 2022, we anticipate the broader impact of inflationary pressures and increased material and supply chain costs and disruptions (including elevated costs to procure materials within the semiconductor market) to continue into 2023.

However, we expect global transportation costs to improve in 2023 as compared to 2022.

We are closely monitoring supply chain disruptions and continue to remain focused on improving our supplier network, engineering alternative designs and working to reduce supply shortages.

We also continue to actively manage our inventory in an effort to minimize supply chain disruptions and enable continuity of supply and services to our customers, and we expect to maintain elevated levels of inventory until supply constraints have been remediated.

In order to combat rising inflation in the U.S., the Federal Reserve has raised interest rates multiple times since the beginning of 2022.

The increase in U.S. dollar interest rates and overall market conditions led to significant strengthening of the U.S. dollar against many other global currencies in 2022.

The strong U.S. dollar negatively impacted cash generated from our foreign operations in 2022, driven by revenues and costs that are denominated in foreign currencies.

We expect fluctuations in the value of U.S. dollar relative to other currencies to continue to impact our operating cash flows and net earnings throughout 2023.

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

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.

Video Security and Access Control

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.

Our CommandCentral suite, hosted in Microsoft Azure Government, includes call handling, CAD, field reporting, records, evidence, investigations and jail in an integrated cloud-based offering.

We believe that cloud deployment delivers agencies key benefits, including faster deployment, increased security, rapid scaling in the event of an emergency and a secure investment that keeps pace as technology advances.

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.

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

Operating margin increased in 2021 to 28.9% from 26.2% in 2020 due to higher sales and gross margin contribution, partially offset by higher operating expenses driven by expenses associated with acquired businesses, higher employee incentive costs and higher intangible assets amortization expense.

The overall increase in operating expenses was partially offset by $11 million lower reorganization of business expenses and $7 million lower share-based compensation expenses.

COVID-19

In response to the COVID-19 pandemic, there have been a broad number of governmental and commercial actions taken to limit the spread of the virus, including social distancing measures, stay-at-home orders, travel restrictions, business shutdowns and slowdowns.

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 continue to abide by a number of measures in an effort to protect the health and well-being of our employees and customers, including encouraging office workers to work remotely, reducing employee travel, withdrawing from certain industry events, increasing the frequency of cleaning services, encouraging face coverings, and using thermal scanning.

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.

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.

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.

For further information, please see “Part I.

The Company’s current expectations described above are forward-looking statements and our actual results may differ.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $5.7] [added: $6.0] 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: 2021] [added: 2022] would have increased the fair value of our debt by approximately [removed: $60] [added: $118] million at December 31, [removed: 2021.][added: 2022.]

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

[removed: At December 31, 2021, we] [added: We] had outstanding foreign exchange contracts totaling $1.1 [removed: billion, compared to $1.2] billion [removed: outstanding] at [added: the end of each of] December 31, [removed: 2020.][added: 2022 and 2021.]

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, [removed: 2021] [added: 2022] and the corresponding positions as of December 31, [removed: 2020:][added: 2021:]

| *Net Buy (Sell) by Currency* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Euro | | | [removed: $] [added: 185] | [removed: 164] | | | | | [removed: $] [added: 164] | [removed: 177] | |

| British pound | | | [removed: 128] [added: $] | [added: 290] | | | | | [removed: 86] [added: $] | [added: 128] | |

| Chinese renminbi | | | [removed: (89)] [added: (61)] | | | | | | [removed: (90)] [added: (89)] | | |

| Australian dollar | | | [removed: (76)] [added: (130)] | | | | | | [removed: (88)] [added: (76)] | | |

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: 2021] [added: 2022] would reduce the value of those monetary assets and liabilities by approximately [removed: $59] [added: $76] million.

Item 8.

| Brazilian real | | | (44) | | | | | | (23) | | |

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

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

We manage our business organizationally through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, [removed: the Company has] [added: we have] principal product lines that also follow our three major technologies: LMR Communications, Video [removed: Security] and [removed: Access Control and] Command [removed: Center Software.][added: Center.]

In January [removed: 2022] [added: 2023,] we began using [removed: LMR Communications,] [added: Command Center as a naming convention,] eliminating the [removed: "Mission Critical"] [added: "Software"] descriptor from [removed: LMR Mission Critical Communications,] [added: Command Center Software in order] to [removed: enhance investor understanding;] [added: inform investors that the Company has software components more broadly across all technologies;] this name change does not require any financial information to be reclassified from previous periods.

- LMR Communications: Infrastructure, devices (two-way radio and broadband, including both for public safety and [removed: Professional Commercial Radio] [added: professional and commercial radio] ("PCR")) and software that enable communications, inclusive of installation and integration, backed by services, to assure availability, security and resiliency.

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

- Command [removed: Center Software:] [added: Center:] Software suite that enables collaboration and shares information throughout the public safety workflow from "911 call to case closure."

Our strategy is to generate value through the integration of [removed: each technology into our ecosystem, uniting voice, software,] [added: critical communications,] video security, access control and [removed: analytics to interoperate.][added: data and analytics.]

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

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

Across all three technologies, we offer cloud-based solutions, cybersecurity [removed: services] [added: services, software] and [added: subscription services as well as] managed and support services.

In [removed: 2021,] [added: 2022,] the segment’s net sales were [removed: $5.0] [added: $5.7] billion, representing [removed: 62%] [added: 63%] of our consolidated net sales.

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

We also deliver LTE solutions for public safety, government and commercial users, including infrastructure and devices operating in [removed: 700 MHz, 900 MHz] [added: both low-band] and [added: mid-band frequencies, including] Citizens’ Broadband Radio Service [removed: (“CBRS”)] [added: (CBRS)] frequencies.

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

We believe that [removed: first responders] [added: public safety agencies and enterprises] continue to trust LMR communications [added: systems and devices] because they are purpose-built and designed for reliability, availability, security and resiliency to withstand the most challenging conditions.

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

The LMR technology within the Products and Systems Integration segment represented [removed: 84%] [added: 82%] of the net sales of the total segment in [removed: 2021.][added: 2022.]

Our Video [removed: Security and Access Control] technology includes video management infrastructure, [removed: AI-powered] [added: AI video powered] security cameras including fixed and [added: certain] mobile [removed: (body-worn and in-vehicle)] [added: video equipment as well as on-premise] and [added: cloud-based] access control solutions.

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

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

Since 2018, we have developed our video security and access control business through investments in research and development and [removed: through] acquisitions, directly contributing to our growth strategy to serve as a leader in end-to-end video security [removed: solutions.][added: solutions and supporting the expansion of our portfolio.]

The Video [removed: Security and Access Control] technology within the Products and Systems Integration segment represented [removed: 16%] [added: 18%] of the net sales of the total segment in [removed: 2021.][added: 2022.]

In [removed: 2021,] [added: 2022,] the segment’s net sales were [removed: $3.1] [added: $3.4] billion, representing [removed: 38%] [added: 37%] of our consolidated net sales.

Given the mission-critical nature of our customers’ operational environments, we aim to design the LMR networks they rely on for availability, security and [removed: resiliency, as well as to keep pace with technological advancements.][added: resiliency.]

The LMR technology within the Software and Services segment represented [removed: 70%] [added: 67%] of the net sales of the total segment in [removed: 2021.][added: 2022.]

Video [removed: Security and Access Control] software includes video management software, decision [added: management] and digital evidence management [removed: software] [added: software, certain mobile video equipment,] and advanced vehicle location data analysis software, including license plate recognition.

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

Our video network management software is embedded with [removed: artificial intelligence (“AI”)-enabled] [added: AI-enabled] analytics to deliver operational insights to our customers by bringing attention to important events within their video footage.

Given the [added: growing] volume of video [removed: footage,] [added: content,] we believe [removed: this is] [added: that analytics are] critical to [removed: monitor and manage to] deliver meaningful, action-oriented insights.

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

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

[removed: Body-worn] [added: For example, body-worn] cameras and in-car video systems can be paired with either on-premises or cloud-based digital evidence management software and complementary command center [removed: software] products.

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

The Video [removed: Security and Access Control] technology within the Software and Services segment represented [removed: 13%] [added: 15%] of the net sales of the total segment in [removed: 2021.][added: 2022.]

Command [removed: Center Software][added: Center]

Our Command Center [removed: Software suite, CommandCentral,] [added: portfolio] consists of native cloud and on-premises [added: software] solutions that support the complex process of the public safety workflow from "911 call to case closure." [removed: The] [added: From the] moment a [removed: citizen dials] [added: person contacts] 911, an array of [removed: roles are involved in coordinating] [added: individuals engage to gather information to coordinate a] response and [added: manage the] post-incident [removed: management, such as dispatchers who route calls to police, fire][added: resolution.]

[added: These individuals include 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.

[removed: CommandCentral] [added: Our Command Center] software supports these [removed: roles] [added: individuals] through the three phases of incident response: incident awareness, incident management and post-incident resolution.

Incident awareness software includes community engagement applications for tip submissions, crime mapping and evidence submission, [added: panic buttons that can share real-time incident details] and [added: location,] 911 [removed: call-handling] [added: call management] software (including multimedia) and next-generation core services for 911 call routing.

Incident management software includes [added: voice and] computer aided dispatch [removed: (“CAD”)] [added: (CAD)] for dispatch and coordinating first response, [removed: situational awareness] [added: mass notification software, collaboration] software [added: to share operational updates, real-time intelligence software] that shows a single, real-time view of video feeds and other alerts on a map, and field response and reporting to help frontline personnel collaborate, manage incident activity and file reports from the field.

bolstered by managed and support services, help make communities safer and businesses stay productive and secure.

The schools we serve provide an example of our integrated technology ecosystem in action, which can be tailored to a school's unique needs and can span the end-to-end workflow for daily school operations as well as for emergencies.

Video security and analytics such as license plate recognition can alert security and help identify potentially suspicious activities, influencing building access.

AI-powered video analytics can search video footage and help locate individuals based on physical descriptions.

Software can help share real-time alerts and live video feeds with school officials and public safety agencies for incident response.

Voice and data communications can notify school employees of security breaches, while mass notification and incident management platforms can help to coordinate an emergency response across school safety personnel, local law enforcement and administrators.

Together, these technologies can help schools to detect, analyze, communicate and manage safety and security threats.

Our view is that complementary data applications such as these enable government, public safety and enterprise

customers to work more efficiently and safely, while maintaining their mission-critical voice communications to remain connected and working in collaboration with others.

Video

Video

Our view is that these insights can help to proactively detect an important event in real time as well as reactively search video content to detect an important event that occurred in the past.

Our cloud technologies can offer organizations the ability to access, search and manage their video security and access control system from a centralized dashboard, accessible on devices such as smartphones and laptops.

Our cloud solutions are also sold as-a-service, available as single-year to multi-year hosted services, supporting our customers with upgrades and software enhancements to help ensure system performance and technological advancement.

Additionally, to help ensure that individuals within the public safety workflow can work as efficiently, effectively and safely as possible, we believe it’s important that individuals within enterprise settings can communicate and collaborate directly with public safety agencies, particularly during emergencies.

We remain focused on strengthening the intersection of public safety and enterprise security, offering solutions that are designed to help individuals, businesses and public safety agencies work together and share the information that better informs people to take appropriate action.

We believe our products and services enhance first responders’ situational awareness and safety by integrating critical communications, video security, data and analytics to provide an all-in-one operational view of the incident.

| | | | $ | 14,347 | | | | | $ | 13,559 | |

| Command Center | | | Software and Services | | | Rave Mobile Safety, Inc. ("Rave Mobile") | | | Provider of mass notification and incident management services. | | | $553 million and share-based compensation of $2 million | | | December 14, 2022 | | |

| LMR Communications | | | Products and Systems Integration | | | Futurecom Systems Group, ULC | | | Provider of radio coverage extension solutions. | | | $30 million | | | October 25, 2022 | | |

| LMR Communications | | | Products and Systems Integration | | | Barrett Communications Pty Ltd | | | Provider of specialized radio communications. | | | $18 million | | | August 8, 2022 | | |

| Video Security and Access Control | | | Software and Services | | | Calipsa, Inc. | | | Provider of cloud-native advanced video analytics. | | | $39 million and share-based compensation of $4 million | | | April 19, 2022 | | |

| LMR Communications | | | Software and Services | | | TETRA Ireland Communications Limited | | | Provider of Ireland's National Digital Radio Service. | | | $120 million | | | March 23, 2022 | | |

| Video Security and Access Control | | | Products and Systems Integration Software and Services | | | Ava Security Limited | | | Provider of cloud-native video security and analytics. | | | $388 million and share-based awards and compensation of $7 million | | | March 3, 2022 | | |

In 2022, we increased our carrying levels of inventory in response to increased demand for our products and to actively manage supply chain disruptions, including those related to the COVID-19 pandemic and semiconductor shortages.

While we continued to navigate supply chain constraints in 2022, we anticipate the broader impact of inflationary pressures driven by material and supply chain costs and disruptions (including elevated costs to procure materials within the semiconductor market) to continue into 2023.

Environment, Worker Health and Safety & Climate Regulations

For example, in the European Union (the "EU"), the EU Corporate Sustainability Reporting Directive, Corporate Sustainability Due Diligence Directive and EU taxonomy initiatives will introduce additional due diligence and disclosure requirements addressing sustainability that we expect will apply to us in the coming years.

Radio Spectrum Regulations

Telecommunications Regulations

Certain of our offerings include telecommunications or other communications services that are subject to regulation in various federal, state, and international jurisdictions.

For example, we are a provider of selective routing services for 911 calls in the US, which subjects us to various federal and state regulations including those for 911 service reliability.

We also provide WAVE PTX push-to-talk offerings with and without telecommunications connectivity in various countries in the EU.

Additional types of regulations applicable to our offerings that include telecommunications or other communications services may include certification or licensing requirements, lawful intercept compliance obligations, cybersecurity and incident response obligations, and regulatory fee requirements.

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

Data Privacy Regulations

We offer structured mentorship programs and invest in employees’ development and training enabling them to network, develop and grow their skills to influence the future of public safety and enterprise security.

We strive to embed diversity, equity and inclusion (“DEI”) across the Company.

We continue to incorporate DEI practices into our hiring, and have created partnerships with organizations that help generate and recruit a diverse talent pipeline.

We also continue to provide programs within our internal DEI strategic plan.

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.

Video Security and Access Control

Organizations such as these utilize video security

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.

Our CommandCentral suite, hosted in Microsoft Azure Government, includes call handling, CAD, field reporting, records, evidence, investigations and jail in an integrated cloud-based offering.

We believe that cloud deployment delivers agencies key benefits, including faster deployment, increased security, rapid scaling in the event of an emergency and a secure investment that keeps pace as technology advances.

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.

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.

Item 1A.

COVID-19

In response to the COVID-19 pandemic, there continues to be a broad number of governmental and commercial actions that are being taken to limit the spread of the virus, including social distancing measures, stay-at-home orders, travel restrictions, business shutdowns and slowdowns.

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.

However, the COVID-19 pandemic may continue to have an impact on our financial condition, results of operations and liquidity in 2022.

See “Part II.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K for a discussion regarding the impact of the COVID-19 pandemic on our financial results, and “Part I.

Risk Factors” of this Form 10-K for a discussion of the risks and uncertainties associated with the COVID-19 pandemic.

| | | | $ | 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.

Refer to "Part 1.

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.

| Video Security and Access Control | | | Software and Services | | | Unnamed data solutions business for vehicle location information | | | Provider of additional data to our existing license plate recognition database. | | | $85 million | | | October 16, 2019 | | |

| LMR | | | Products and Systems Integration Software and Services | | | Avtec, Inc. | | | Provider of dispatch communications for U.S. public safety and commercial customers to communicate, coordinate resources, and secure their facilities. | | | $136 million | | | March 11, 2019 | | |

| Video Security and Access Control | | | Products and Systems Integration Software and Services | | | VaaS International Holdings | | | Global provider of data and image analytics for vehicle location. | | | $445 million, inclusive of share-based compensation of $38 million | | | January 7, 2019 | | |

During 2021, we were granted approximately 485 patents in the U.S. and in foreign countries.

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

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.

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.

There are calls for more stringent health and safety requirements for occupational equipment for public safety and commercial users.

Attention in the U.S. on supply chain vulnerabilities related to country of origin and national security continues.

Our entrance into new service offerings could present new or additional regulatory burdens and compliance issues.

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

We invest in our employees’ development and training at all levels, challenging them to develop and grow skills to imagine new opportunities that will keep making a difference to public safety and enterprise security.

[removed: See] [added: Refer to the description of "Hytera Litigation" in] "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.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of July [removed: 2, 2021] [added: 1, 2022] (the last business day of the registrant’s most recently completed second quarter) was approximately [removed: $33.2] [added: $31.0] billion.

The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of February [removed: 7, 2022] [added: 6, 2023] was [removed: 168,209,089.][added: 167,250,071.]

Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with its Annual Meeting of Shareholders to be held on May [removed: 17, 2022] [added: 16, 2023] (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](#i6ea270a02b52414893fd56e695d1a9c3_16)] [added: [3](#i36412fa5274e45a7980476aade118645_16)] | | |

| [Business [removed: Organization](#i6ea270a02b52414893fd56e695d1a9c3_22)] [added: Organization](#i36412fa5274e45a7980476aade118645_22)] | | | [removed: [4](#i6ea270a02b52414893fd56e695d1a9c3_22)] [added: [4](#i36412fa5274e45a7980476aade118645_22)] | | |

| [Customers and [removed: Contracts](#i6ea270a02b52414893fd56e695d1a9c3_25)] [added: Contracts](#i36412fa5274e45a7980476aade118645_25)] | | | [removed: [6](#i6ea270a02b52414893fd56e695d1a9c3_25)] [added: [6](#i36412fa5274e45a7980476aade118645_25)] | | |

| Other Information | | | [removed: [7](#i6ea270a02b52414893fd56e695d1a9c3_34)] [added: [7](#i36412fa5274e45a7980476aade118645_34)] | | |

| Research and Development | | | [removed: [9](#i6ea270a02b52414893fd56e695d1a9c3_46)] [added: [9](#i36412fa5274e45a7980476aade118645_46)] | | |

| Intellectual Property Matters | | | [removed: [9](#i6ea270a02b52414893fd56e695d1a9c3_49)] [added: [9](#i36412fa5274e45a7980476aade118645_49)] | | |

| [Inventory and Raw [removed: Materials](#i6ea270a02b52414893fd56e695d1a9c3_52)] [added: Materials](#i36412fa5274e45a7980476aade118645_52)] | | | [removed: [9](#i6ea270a02b52414893fd56e695d1a9c3_52)] [added: [10](#i36412fa5274e45a7980476aade118645_52)] | | |

| [Government [removed: Regulations](#i6ea270a02b52414893fd56e695d1a9c3_55)] [added: Regulations](#i36412fa5274e45a7980476aade118645_55)] | | | [removed: [10](#i6ea270a02b52414893fd56e695d1a9c3_55)] [added: [10](#i36412fa5274e45a7980476aade118645_55)] | | |

| [Human Capital [removed: Management](#i6ea270a02b52414893fd56e695d1a9c3_58)] [added: Management](#i36412fa5274e45a7980476aade118645_58)] | | | [removed: [10](#i6ea270a02b52414893fd56e695d1a9c3_58)] [added: [11](#i36412fa5274e45a7980476aade118645_58)] | | |

| [Material [removed: Dispositions](#i6ea270a02b52414893fd56e695d1a9c3_61)] [added: Dispositions](#i36412fa5274e45a7980476aade118645_61)] | | | [removed: [11](#i6ea270a02b52414893fd56e695d1a9c3_61)] [added: [11](#i36412fa5274e45a7980476aade118645_61)] | | |

| [Available [removed: Information](#i6ea270a02b52414893fd56e695d1a9c3_64)] [added: Information](#i36412fa5274e45a7980476aade118645_64)] | | | [removed: [11](#i6ea270a02b52414893fd56e695d1a9c3_64)] [added: [11](#i36412fa5274e45a7980476aade118645_64)] | | |

| Item 1A. Risk Factors | | | [removed: [13](#i6ea270a02b52414893fd56e695d1a9c3_67)] [added: [13](#i36412fa5274e45a7980476aade118645_67)] | | |

| Item 1B. Unresolved Staff Comments | | | [removed: [23](#i6ea270a02b52414893fd56e695d1a9c3_70)] [added: [24](#i36412fa5274e45a7980476aade118645_70)] | | |

| Item 2. Properties | | | [removed: [24](#i6ea270a02b52414893fd56e695d1a9c3_73)] [added: [24](#i36412fa5274e45a7980476aade118645_73)] | | |

| Item 3. Legal Proceedings | | | [removed: [24](#i6ea270a02b52414893fd56e695d1a9c3_76)] [added: [25](#i36412fa5274e45a7980476aade118645_76)] | | |

| Item 4. Mine Safety Disclosures | | | [removed: [24](#i6ea270a02b52414893fd56e695d1a9c3_79)] [added: [25](#i36412fa5274e45a7980476aade118645_79)] | | |

| [Information about our Executive [removed: Officers](#i6ea270a02b52414893fd56e695d1a9c3_82)] [added: Officers](#i36412fa5274e45a7980476aade118645_82)] | | | [removed: [24](#i6ea270a02b52414893fd56e695d1a9c3_82)] [added: [25](#i36412fa5274e45a7980476aade118645_82)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6ea270a02b52414893fd56e695d1a9c3_88)] [added: Securities](#i36412fa5274e45a7980476aade118645_88)] | | | [removed: [26](#i6ea270a02b52414893fd56e695d1a9c3_88)] [added: [26](#i36412fa5274e45a7980476aade118645_88)] | | |

| [Item [removed: 6.](#i6ea270a02b52414893fd56e695d1a9c3_91) [\[](#i6ea270a02b52414893fd56e695d1a9c3_91)Reserved\]] [added: 6.](#i36412fa5274e45a7980476aade118645_91) [\[](#i36412fa5274e45a7980476aade118645_91)Reserved\]] | | | [removed: [28](#i6ea270a02b52414893fd56e695d1a9c3_91)] [added: [28](#i36412fa5274e45a7980476aade118645_91)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6ea270a02b52414893fd56e695d1a9c3_94)] [added: Operations](#i36412fa5274e45a7980476aade118645_94)] | | | [removed: [29](#i6ea270a02b52414893fd56e695d1a9c3_94)] [added: [29](#i36412fa5274e45a7980476aade118645_94)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6ea270a02b52414893fd56e695d1a9c3_118)] [added: Risk](#i36412fa5274e45a7980476aade118645_118)] | | | [removed: [50](#i6ea270a02b52414893fd56e695d1a9c3_118)] [added: [51](#i36412fa5274e45a7980476aade118645_118)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i6ea270a02b52414893fd56e695d1a9c3_121)] [added: Data](#i36412fa5274e45a7980476aade118645_121)] | | | [removed: [51](#i6ea270a02b52414893fd56e695d1a9c3_121)] [added: [52](#i36412fa5274e45a7980476aade118645_121)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6ea270a02b52414893fd56e695d1a9c3_217)] [added: Disclosure](#i36412fa5274e45a7980476aade118645_220)] | | | [removed: [99](#i6ea270a02b52414893fd56e695d1a9c3_217)] [added: [101](#i36412fa5274e45a7980476aade118645_220)] | | |

| [Item 9A. Controls and [removed: Procedures](#i6ea270a02b52414893fd56e695d1a9c3_220)] [added: Procedures](#i36412fa5274e45a7980476aade118645_223)] | | | [removed: [99](#i6ea270a02b52414893fd56e695d1a9c3_220)] [added: [101](#i36412fa5274e45a7980476aade118645_223)] | | |

| [Item 9B. Other [removed: Information](#i6ea270a02b52414893fd56e695d1a9c3_223)] [added: Information](#i36412fa5274e45a7980476aade118645_226)] | | | [removed: [99](#i6ea270a02b52414893fd56e695d1a9c3_223)] [added: [101](#i36412fa5274e45a7980476aade118645_226)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6ea270a02b52414893fd56e695d1a9c3_2068)] [added: Inspections](#i36412fa5274e45a7980476aade118645_229)] | | | [removed: [99](#i6ea270a02b52414893fd56e695d1a9c3_2068)] [added: [101](#i36412fa5274e45a7980476aade118645_229)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i6ea270a02b52414893fd56e695d1a9c3_229)] [added: Governance](#i36412fa5274e45a7980476aade118645_235)] | | | [removed: [100](#i6ea270a02b52414893fd56e695d1a9c3_229)] [added: [102](#i36412fa5274e45a7980476aade118645_235)] | | |

| [Item 11. Executive [removed: Compensation](#i6ea270a02b52414893fd56e695d1a9c3_232)] [added: Compensation](#i36412fa5274e45a7980476aade118645_238)] | | | [removed: [100](#i6ea270a02b52414893fd56e695d1a9c3_232)] [added: [102](#i36412fa5274e45a7980476aade118645_238)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6ea270a02b52414893fd56e695d1a9c3_235)] [added: Matters](#i36412fa5274e45a7980476aade118645_241)] | | | [removed: [100](#i6ea270a02b52414893fd56e695d1a9c3_235)] [added: [102](#i36412fa5274e45a7980476aade118645_241)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i6ea270a02b52414893fd56e695d1a9c3_238)] [added: Independence](#i36412fa5274e45a7980476aade118645_244)] | | | [removed: [100](#i6ea270a02b52414893fd56e695d1a9c3_238)] [added: [102](#i36412fa5274e45a7980476aade118645_244)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i6ea270a02b52414893fd56e695d1a9c3_241)] [added: Services](#i36412fa5274e45a7980476aade118645_247)] | | | [removed: [100](#i6ea270a02b52414893fd56e695d1a9c3_241)] [added: [102](#i36412fa5274e45a7980476aade118645_247)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#i6ea270a02b52414893fd56e695d1a9c3_247)] [added: Schedules](#i36412fa5274e45a7980476aade118645_253)] | | | [removed: [101](#i6ea270a02b52414893fd56e695d1a9c3_247)] [added: [103](#i36412fa5274e45a7980476aade118645_253)] | | |

| [Item 16. Form 10-K [removed: Summary](#i6ea270a02b52414893fd56e695d1a9c3_259)] [added: Summary](#i36412fa5274e45a7980476aade118645_265)] | | | [removed: [105](#i6ea270a02b52414893fd56e695d1a9c3_259)] [added: [107](#i36412fa5274e45a7980476aade118645_265)] | | |

[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 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.][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 behavior 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 impact of recent acquisitions on our business, (k) the impact of existing and future regulatory matters (including with respect to climate change) on our business, (l) the firmness of each segment's backlog, (m) the competitiveness of the patent portfolio, (n) the impact of research and development, (o) the availability and costs of materials and components, energy supplies and labor and the impact of such availability and costs, (p) the seasonality of the business, and (q) our human capital management strategy and philosophy; (2) "Risk Factors," about potential impacts of the risks we face; (3) “Legal Proceedings,” about the ultimate disposition of pending legal matters and timing; (4) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the impact of the Russia-Ukraine conflict on our business and the potential for broader economic disruption, (b) the continuing and future impact of COVID-19 on our business, (c) the availability and costs of materials and components (including inventory levels) and the impact of such availability and costs (including our actions in response to such availability and costs), (d) the impact of inflation on our business, including the impact of the Federal Reserve’s interest rate increases and the impact of our actions in response to such inflation, (e) the impact of the American Rescue Plan Act of 2021 on our business, (f) the impact of global economic and political conditions on our business, (g) the impact of the United Kingdom’s Competition and Markets Authority’s provisional decision regarding Airwave (including our actions in response to such provisional decision) on our business, (h) the impact on our business of our entry into a signed agreement with the Home Office of the United Kingdom for us to exit the Emergency Services Network contract early, (i) the impact of taxes on our business, (j) the impact of acquisitions on our business, (k) the impact of existing and future laws, regulations, international treaties and industry standards relating to climate change on our business, (l) market growth/contraction, demand, spending and resulting opportunities, (m) industry growth and demand, including opportunities resulting from such growth, (n) future product development and demand for, growth related to, and benefits of, new products, (o) the impact of foreign exchange rate fluctuations, (p) our continued ability to reduce our operating expenses, (q) expected impacts to operating leverage and operating margins, (r) the growth of sales opportunities in our LMR Communications, Video Security and Access Control and Command Center technologies, (s) the return of capital to shareholders through dividends and/or repurchasing shares, (t) the impact and success of our business strategy and portfolio, (u) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs, (v) our ability and cost to repatriate funds, (w) future cash contributions to pension plans or retiree health benefit plans, (x) the liquidity of our investments, (y) our ability and cost to access the capital markets, (z) our ability to borrow and the amount available under our credit facilities, (aa) adequacy of internal resources to fund expected working capital and capital expenditure measurements, (bb) expected payments pursuant to commitments under agreements and other obligations in the short-term and long-term, (cc) the ability to meet minimum purchase obligations, (dd) the impact of contractual damage claims exceeding the underlying contract value, (ee) our ability to sell accounts receivable and the terms and amounts of such sales, (ff) the outcome and effect of ongoing and future legal proceedings, and (gg) the impact of the adoption of accounting pronouncements on our financial results; and (5) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency risk, (b) the impact of interest rate risk, and (c) future hedging activity and expectations of the Company.]

| PART I | | | [3](#i36412fa5274e45a7980476aade118645_13) | | |

| [Overview](#i36412fa5274e45a7980476aade118645_19) | | | [3](#i36412fa5274e45a7980476aade118645_19) | | |

| [Competition](#i36412fa5274e45a7980476aade118645_28) | | | [7](#i36412fa5274e45a7980476aade118645_28) | | |

| Backlog | | | [7](#i36412fa5274e45a7980476aade118645_37) | | |

| [PART II](#i36412fa5274e45a7980476aade118645_85) | | | [26](#i36412fa5274e45a7980476aade118645_85) | | |

| [PART III](#i36412fa5274e45a7980476aade118645_232) | | | [102](#i36412fa5274e45a7980476aade118645_232) | | |

| [PART IV](#i36412fa5274e45a7980476aade118645_250) | | | [103](#i36412fa5274e45a7980476aade118645_250) | | |

| [15(a)(1) Financial Statements](#i36412fa5274e45a7980476aade118645_256) | | | [103](#i36412fa5274e45a7980476aade118645_256) | | |

| [15(a)(2) Financial Statement Schedule](#i36412fa5274e45a7980476aade118645_259)s | | | [103](#i36412fa5274e45a7980476aade118645_259) | | |

| [15(a)(3) Exhibits](#i36412fa5274e45a7980476aade118645_262) | | | [103](#i36412fa5274e45a7980476aade118645_262) | | |

| [Signatures](#i36412fa5274e45a7980476aade118645_268) | | | [108](#i36412fa5274e45a7980476aade118645_268) | | |

| 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) | | |

| [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) | | |

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

As of February [removed: 7, 2022,] [added: 6, 2023,] the material properties that we used in connection with our business, serving all segments, are as follows:

| Schio, Italy | | | 125 | | | Leased | | | Manufacturing, engineering, administrative | | |

The following are the persons who are the executive officers of the Company, their ages, and current titles as of February 16, [removed: 2022] [added: 2023] and the positions they have held during the last five years with the Company or as otherwise noted:

Brown; age [removed: 61;] [added: 62;] Chairman and Chief Executive Officer since May 3, 2011.

"Jack" Molloy; age [removed: 50;] [added: 51;] Executive Vice President and Chief Operating Officer since November 18, 2021; Executive Vice President, Products and Sales from August 2018 to November 2021; [added: and] Executive Vice President, Worldwide Sales and Services from July 2017 to August [removed: 2018; and Executive Vice President, Worldwide Sales from January 2016 to July 2017.][added: 2018.]

Naik; age [removed: 50;] [added: 51;] Senior Vice President, Strategy and Ventures, since December [removed: 2017; and Corporate Vice President, Chief Strategy Officer from March 2016 to December] 2017.

[removed: Pekofske;] [added: Winkler;] age [removed: 45; Corporate] [added: 48; Executive] Vice President and Chief [removed: Accounting] [added: Financial] Officer since [added: July 1, 2020; Senior Vice President, Finance from] September [removed: 10, 2018;] [added: 2018 to June 2020;] and [added: Corporate] Vice [removed: President and Treasurer] [added: President, Finance, Global Sales & Services] from [removed: January] [added: February] 2016 to September 2018.

Mahesh Saptharishi; age [removed: 44;] [added: 45;] 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 [added: September 2014 to January 2019.]

Yazdi; age [removed: 57;] [added: 58;] Senior Vice President, Communications & Brand since February 2, 2022; Senior Vice President, Chief of Staff, 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 from August 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; and Vice President, Chief of Staff, Global Marketing and Communications from September 2016 to February 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: 2022] [added: 2023] or until their respective successors are elected.

Karen E.

Dunning; age 66; Senior Vice President, Human Resources since February 1, 2023; Senior Vice President, Human Resources, Labor & Employment, CAO Operations & Real Estate from November 2021 to January 2023; Corporate Vice President, Human Resources, Labor & Employment, CAO Operations & Real Estate from July 2019 to November 2021; Corporate Vice President, Human Resources, Labor & Employment, CAO Operations from December 2018 to June 2019; and Vice President, CAO Operations and Talent Acquisition from December 2016 to December 2018.

Katherine Maher, age 40; Corporate Vice President and Chief Accounting Officer since March 14, 2022; Vice President and Corporate Controller from November 2021 to March 2022; Finance Director, North America Credit & Systems Integration, from July 2020 to November 2021; and North America Distribution Finance Director from May 2018 to July 2020.

James A.

Niewiara; age 54; Senior Vice President, General Counsel since February 1, 2023; Senior Vice President, Commercial Law, Litigation, Antitrust & Intellectual Property from April 2020 to January 2023; Corporate Vice President, Lead Counsel, Commercial Law, Litigation & Antitrust from May 2019 to April 2020; and Corporate Vice President, Lead Counsel, Americas, Sales & Product Operations from January 2017 to May 2019.

Mark S.

Hacker; age 50; Executive Vice President, General Counsel and Chief Administrative Officer since January 21, 2015.

Daniel G.

September 2014 to January 2019.

Winkler; age 47; Executive Vice President and Chief Financial Officer since July 1, 2020; Senior Vice President, Finance from September 2018 to June 2020; and Corporate Vice President, Finance, Global Sales & Services from February 2016 to September 2018.

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: 7, 2022] [added: 6, 2023] was [removed: 19,475.][added: 18,620.]

During [removed: 2021,] [added: 2022,] we declared regular quarterly dividends of [removed: $0.71] [added: $0.79] per share of our common stock for each of the first three quarters of fiscal [removed: 2021,] [added: 2022,] and [removed: $0.79] [added: $0.88] per share of our common stock for the fourth quarter of fiscal [removed: 2021.][added: 2022.]

While we expect to continue to pay comparable regular quarterly dividends in [removed: 2022,] [added: 2023,] 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.

On [removed: October 29, 2021,] [added: December 14, 2022,] the Company issued [removed: 2,814] [added: 7,747] shares of common stock in connection with the acquisition of [removed: Envysion] [added: Rave Mobile] to certain former shareholders of [removed: Envysion.][added: Rave Mobile.]

The stock was issued for an aggregate grant-date fair value of [removed: $1] [added: $2] million that will be expensed over an average service period of [removed: one year.][added: two years.]

The foregoing [removed: transactions] [added: transaction] did not involve any underwriters, any underwriting discounts or commissions, or any public offerings.

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

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: 2021.][added: 2022.]

| (2) | | | As originally announced on July 28, 2011, and subsequently amended, including in May 2021, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $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: 2021,] [added: 2022,] the Company had used approximately [removed: $13.9] [added: $14.7] billion, including transaction costs, to repurchase shares, leaving [removed: $2.1] [added: approximately $1.3] billion of authority available for future repurchases. | | |

This graph assumes $100 was invested in the stock or the indices on December 31, [removed: 2016] [added: 2017] and reflects the reinvestment of dividends.

[removed: ][added: ]

| Years Ended | | | December 31, [removed: 2016 | | | December 31,] 2017 | | | December 31, 2018 | | | December 31, 2019 | | | December 31, 2020 | | | December 31, 2021 | | | [added: December 31, 2022 | | |]

| 9/29/2022 to 10/26/2022 | | | 302,878 | | | | | | $ | 226.63 | | | | | 302,878 | | | | | | $ | 1,303,410,831 | |

| 10/27/2022 to 11/21/2022 | | | 55,498 | | | | | | $ | 245.11 | | | | | 55,498 | | | | | | $ | 1,289,807,771 | |

| 11/22/2022 to 12/28/2022 | | | 18,562 | | | | | | $ | 253.99 | | | | | 18,562 | | | | | | $ | 1,285,093,268 | |

| Total | | | 376,938 | | | | | | $ | 230.70 | | | | | 376,938 | | | | | | | | |

| Motorola Solutions | | | $ | 100.00 | | $ | 129.63 | | $ | 184.32 | | $ | 197.94 | | $ | 320.48 | | $ | 308.28 | |

| S&P 500 | | | $ | 100.00 | | $ | 95.61 | | $ | 125.70 | | $ | 148.81 | | $ | 191.48 | | $ | 156.77 | |

| S&P Communications Equipment | | | $ | 100.00 | | $ | 115.08 | | $ | 130.51 | | $ | 131.34 | | $ | 198.73 | | $ | 159.23 | |

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.

| 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 | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i6ea270a02b52414893fd56e695d1a9c3_124) 238[)](#i6ea270a02b52414893fd56e695d1a9c3_124)] [added: ID](#i36412fa5274e45a7980476aade118645_127) 238[)](#i36412fa5274e45a7980476aade118645_127)] | | | [removed: [52](#i6ea270a02b52414893fd56e695d1a9c3_124)] [added: [53](#i36412fa5274e45a7980476aade118645_127)] | | |

| [Consolidated Statements of [removed: Operations](#i6ea270a02b52414893fd56e695d1a9c3_127)] [added: Operations](#i36412fa5274e45a7980476aade118645_130)] | | | [removed: [54](#i6ea270a02b52414893fd56e695d1a9c3_127)] [added: [55](#i36412fa5274e45a7980476aade118645_130)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i6ea270a02b52414893fd56e695d1a9c3_130)] [added: (Loss)](#i36412fa5274e45a7980476aade118645_133)] | | | [removed: [55](#i6ea270a02b52414893fd56e695d1a9c3_130)] [added: [56](#i36412fa5274e45a7980476aade118645_133)] | | |

| [Consolidated Balance [removed: Sheets](#i6ea270a02b52414893fd56e695d1a9c3_133)] [added: Sheets](#i36412fa5274e45a7980476aade118645_136)] | | | [removed: [56](#i6ea270a02b52414893fd56e695d1a9c3_133)] [added: [57](#i36412fa5274e45a7980476aade118645_136)] | | |

| [Consolidated Statements of Stockholders' Equity [removed: (Deficit)](#i6ea270a02b52414893fd56e695d1a9c3_136)] [added: (Deficit)](#i36412fa5274e45a7980476aade118645_139)] | | | [removed: [57](#i6ea270a02b52414893fd56e695d1a9c3_136)] [added: [58](#i36412fa5274e45a7980476aade118645_139)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6ea270a02b52414893fd56e695d1a9c3_142)] [added: Flows](#i36412fa5274e45a7980476aade118645_145)] | | | [removed: [58](#i6ea270a02b52414893fd56e695d1a9c3_142)] [added: [59](#i36412fa5274e45a7980476aade118645_145)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6ea270a02b52414893fd56e695d1a9c3_145)] [added: Statements](#i36412fa5274e45a7980476aade118645_148)] | | | [removed: [59](#i6ea270a02b52414893fd56e695d1a9c3_145)] [added: [60](#i36412fa5274e45a7980476aade118645_148)] | | |

We have audited the accompanying consolidated balance sheets of Motorola Solutions, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity [removed: (deficit),] [added: (deficit)] and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

The communication of critical audit matters does not alter in any way our opinion on the consolidated [added: 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: $1.9] [added: $1.8] billion of the Company’s total revenues for the year ended December 31, [removed: 2021] [added: 2022] was generated from System contracts.

The principal considerations for our determination that performing procedures relating to the [removed: Estimated Costs at Completion for System] [added: estimated costs to complete system] contracts is a critical audit matter are the significant judgments by management when developing the Estimated Costs at Completion, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate management’s estimates related to management’s judgments about the cost to achieve the project schedule, technical requirements, and other contract requirements.

| *(In millions, except per share amounts)* | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net sales from products | | | $ | [removed: 4,606] [added: 5,368] | | | | | $ | [removed: 4,087] [added: 4,606] | | | | | $ | [removed: 4,746] [added: 4,087] | |

| Net sales from services | | | [removed: 3,565] [added: 3,744] | | | | | | [removed: 3,327] [added: 3,565] | | | | | | [removed: 3,141] [added: 3,327] | | |

| Net sales | | | [removed: 8,171] [added: 9,112] | | | | | | [removed: 7,414] [added: 8,171] | | | | | | [removed: 7,887] [added: 7,414] | | |

| Costs of products sales | | | [removed: 2,104] [added: 2,595] | | | | | | [removed: 1,872] [added: 2,104] | | | | | | [removed: 2,049] [added: 1,872] | | |

| Costs of services sales | | | [removed: 2,027] [added: 2,288] | | | | | | [removed: 1,934] [added: 2,027] | | | | | | [removed: 1,907] [added: 1,934] | | |

| Costs of sales | | | [removed: 4,131] [added: 4,883] | | | | | | [removed: 3,806] [added: 4,131] | | | | | | [removed: 3,956] [added: 3,806] | | |

| Gross margin | | | [removed: 4,040] [added: 4,229] | | | | | | [removed: 3,608] [added: 4,040] | | | | | | [removed: 3,931] [added: 3,608] | | |

| Selling, general and administrative expenses | | | [removed: 1,353] [added: 1,450] | | | | | | [removed: 1,293] [added: 1,353] | | | | | | [removed: 1,403] [added: 1,293] | | |

| Research and development expenditures | | | [removed: 734] [added: 779] | | | | | | [removed: 686] [added: 734] | | | | | | [removed: 687] [added: 686] | | |

| Other charges | | | [removed: 286] [added: 339] | | | | | | [removed: 246] [added: 286] | | | | | | [removed: 260] [added: 246] | | |

| Operating earnings | | | [removed: 1,667] [added: 1,661] | | | | | | [removed: 1,383] [added: 1,667] | | | | | | [removed: 1,581] [added: 1,383] | | |

| Interest expense, net | | | [removed: (208)] [added: (226)] | | | | | | [removed: (220)] [added: (208)] | | | | | | (220) | | |

| Gains (losses) on sales of investments and businesses, net | | | [removed: 1] [added: 3] | | | | | | [removed: (2)] [added: 1] | | | | | | [removed: 5] [added: (2)] | | |

| Other, net | | | [removed: 92] [added: 77] | | | | | | [removed: 13] [added: 92] | | | | | | [removed: (365)] [added: 13] | | |

| Total other expense | | | [removed: (115)] [added: (146)] | | | | | | [removed: (209)] [added: (115)] | | | | | | [removed: (580)] [added: (209)] | | |

| Net earnings before income taxes | | | [removed: 1,552] [added: 1,515] | | | | | | [removed: 1,174] [added: 1,552] | | | | | | [removed: 1,001] [added: 1,174] | | |

| Income tax expense | | | [removed: 302] [added: 148] | | | | | | [removed: 221] [added: 302] | | | | | | [removed: 130] [added: 221] | | |

| Net earnings | | | [removed: 1,250] [added: 1,367] | | | | | | [removed: 953] [added: 1,250] | | | | | | [removed: 871] [added: 953] | | |

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

| Net earnings attributable to Motorola Solutions, Inc. | | | $ | [removed: 1,245] [added: 1,363] | | | | | $ | [removed: 949] [added: 1,245] | | | | | $ | [removed: 868] [added: 949] | |

| Basic: | | | $ | [removed: 7.36] [added: 8.14] | | | | | $ | [removed: 5.58] [added: 7.36] | | | | | $ | [removed: 5.21] [added: 5.58] | |

| Diluted: | | | [removed: 7.17] [added: 7.93] | | | | | | [removed: 5.45] [added: 7.17] | | | | | | [removed: 4.95] [added: 5.45] | | |

| Basic | | | [removed: 169.2] [added: 167.5] | | | | | | [removed: 170.0] [added: 169.2] | | | | | | [removed: 166.6] [added: 170.0] | | |

| Diluted | | | [removed: 173.6] [added: 171.9] | | | | | | [removed: 174.1] [added: 173.6] | | | | | | [removed: 175.6] [added: 174.1] | | |

| Dividends declared per share | | | $ | [removed: 2.92] [added: 3.25] | | | | | $ | [removed: 2.63] [added: 2.92] | | | | | $ | [removed: 2.35] [added: 2.63] | |

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

| Other comprehensive loss | | | | | | | | | | | | | | | (156) | | | | | | | | | | | | | | |

| ASU 2020-06 modified retrospective adoption | | | | | | | | | (10) | | | | | | | | | | | | 10 | | | | | | | | |

| Balance as of December 31, 2022 | | | 168.5 | | | | | | $ | 1,308 | | | | | $ | (2,535) | | | | | $ | 1,343 | | | | | $ | 15 | |

| Net earnings | | | $ | 1,367 | | | | | $ | 1,250 | | | | | $ | 953 | |

| Loss on ESN fixed asset impairment | | | 147 | | | | | | — | | | | | | — | | |

that are delivered concurrently using the same over-time method.

The qualitative

A quantitative assessment includes the assignment of assets and liabilities to each of the Company's reporting units and an assessment of the fair value of each of the Company's reporting units.

The Company estimates the fair value of each reporting utilizing an income approach (discounted cash flows) to estimate the fair value of each reporting unit, which is corroborated by market multiples when available and as appropriate.

Key assumptions in the quantitative analysis include revenue growth rates (including long-term growth rates for terminal value assumptions), operating margin estimates, discount rates, and where applicable, the comparable multiples from publicly traded companies in the Company's industry.

The Company does not include options in the determination of

Accumulated other comprehensive income.

On December 14, 2022, the Company acquired Rave Mobile Safety, Inc. ("Rave Mobile"), a leader in mass notification and incident management, for $553 million, net of cash acquired.

This acquisition complements the Company's portfolio with a platform specifically designed to help organizations and public safety agencies communicate and collaborate during emergencies.

On October 25, 2022, the Company acquired Futurecom Systems Group, ULC ("Futurecom"), a leading provider of radio coverage extension solutions for public safety agencies, for $30 million, net of cash acquired.

Futurecom designs and manufactures radio frequency repeaters.

This acquisition further expands the Company's radio network and device portfolios.

On August 8, 2022, the Company acquired Barrett Communications Pty Ltd ("Barrett Communications"), a global provider of specialized radio communications, for $18 million, net of cash acquired.

This acquisition complements the Company's existing radio portfolio, allowing the Company to use high frequency and very high frequency radio communications to support mission-critical operations.

The business is a part of the Products and Systems Integration segment.

On May 12, 2022, the Company acquired Videotec S.p.A.

("Videotec"), a global provider of ruggedized video security solutions, for $23 million, net of cash acquired.

In addition, the Company issued restricted stock at a fair value of $4 million to certain key employees that will be expensed over a service period of one year.

This acquisition extends the Company's breadth of high-performance video products, reinforcing the Company's strategy to be a global leader in video security solutions.

The business is a part of the Products and Systems Integration segment.

On April 19, 2022, the Company acquired Calipsa, Inc. ("Calipsa"), a technology leader in cloud-native advanced video analytics, for $39 million, net of cash acquired.

In addition, the Company issued restricted stock at a fair value of $4 million to certain key employees that will be expensed over a service period of two years.

This acquisition extends the Company's intelligent analytics across video security solutions and supports the accelerating trend of enterprises using cloud technologies to enhance safety and security.

On March 23, 2022, the Company acquired TETRA Ireland Communications Limited ("TETRA Ireland"), the provider of Ireland's National Digital Radio Service, for $120 million, net of cash acquired.

The Company was an initial shareholder of TETRA Ireland and acquired the remaining interest in the entity from the other shareholders.

This acquisition expands the Company's portfolio of delivering mission-critical voice and data communications solutions to first responders and frontline workers.

On March 3, 2022, the Company acquired Ava Security Limited ("Ava"), a global provider of cloud-native video security and analytics, for $388 million, net of cash acquired.

In addition, the Company issued restricted stock and restricted stock units at a fair value of $7 million to certain key employees that will be expensed over an average service period of two years.

This acquisition expands the Company's portfolio of intelligent video solutions that help to enhance safety and streamline operations.

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.

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires disclosures to enhance transparency about an entity’s use of supplier finance programs.

The amendments require a buyer that uses supplier finance programs to disclose the program’s key terms, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period and a description of where in the financial statements outstanding amounts are presented.

Only the amount outstanding at the end of the period must be disclosed in interim periods.

The amendments are effective for all entities for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023.

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.

February 16, 2022

| Balance as of January 1, 2019 | | | 164.0 | | | | | | $ | 421 | | | | | $ | (2,765) | | | | | $ | 1,051 | | | | | $ | 17 | |

| ASU 2016-16 beginning balance adjustment | | | | | | | | | | | | | | | | | | | | | 30 | | | | | | | | |

| Issuances of common stock for acquisition | | | 1.4 | | | | | | 160 | | | | | | | | | | | | | | | | | | | | |

| Issuance of common stock for 2.00% senior convertible notes | | | 5.5 | | | | | | 988 | | | | | | | | | | | | | | | | | | | | |

| Repurchase of 2.00% senior convertible notes | | | | | | | | | (1,318) | | | | | | | | | | | | | | | | | | | | |

| U.S. pension settlement loss | | | — | | | | | | — | | | | | | 359 | | |

| Gain from the extinguishment of 2.00% senior convertible notes | | | — | | | | | | — | | | | | | (4) | | |

| Settlement of conversion premium on 2.00% senior convertible notes | | | — | | | | | | — | | | | | | (326) | | |

entity’s operating environment, and general market conditions.

Fair value is determined using a combination of present value techniques and market prices of comparable businesses.

The funded status, or projected benefit obligation less plan assets, for each plan, is reflected in the Company’s Consolidated Balance Sheets using a December 31 measurement date.

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

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

The acquisition enhances the Company's Video Security and Access Control technology by adding data to its existing license plate recognition (“LPR”) database within the Software and Services segment.

On July 11, 2019, the Company acquired WatchGuard, Inc. ("WatchGuard"), a provider of in-car and body-worn video solutions for $271 million, inclusive of share-based compensation withheld at a fair value of $16 million that will be expensed over an average service period of two years.

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

On March 11, 2019, the Company acquired Avtec, Inc. ("Avtec"), a provider of dispatch communications for U.S. public safety and commercial customers for a purchase price of $136 million in cash, net of cash acquired.

This acquisition expands the Company's commercial portfolio with new capabilities, allowing it to offer an enhanced platform for customers to communicate, coordinate resources and secure their facilities.

On January 7, 2019, the Company announced that it acquired VaaS International Holdings ("VaaS"), a company that is a global provider of data and image analytics for vehicle location for $445 million, inclusive of share-based compensation withheld at a fair value of $38 million that will be expensed over an average service period of one year.

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

This acquisition expands Video Security and Access Control within both the Products and Systems Integration segment and the Software and Services segment.

In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share.

The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable.

The ASU permits the use of either a full or modified retrospective method of adoption.

Topic 606.

The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.

account a contract term that may be limited by the customer’s ability to terminate for convenience.

| Interest on lease liabilities | | | — | | | | | | 1 | | |

| Total finance lease cost | | | $ | 10 | | | | | $ | 12 | |

| | | | | | | | | | | | | $ | 398 | | | | | $ | 498 | | | | | | | |

| | | | | | | | | | | | | $ | 128 | | | | | $ | 137 | | | | | | | |

| | | | | | | | | | | | | $ | 313 | | | | | $ | 407 | | | | | | | |

For the year ended December 31, 2020, the Company exercised a break option reducing the term of an International office lease by five years.

This resulted in a reduction to both the Operating lease asset and Operating lease liabilities by approximately $47 million.

| 2022 | | | $ | 136 | | | | | $ | 4 | | | | | $ | 140 | |

| Gains from the extinguishment of 2.00% senior convertible notes (Note 5) | | | — | | | | | | — | | | | | | 4 | | |

| U.S. pension settlement (Note 8) | | | — | | | | | | — | | | | | | (359) | | |

| | | | $ | 92 | | | | | $ | 13 | | | | | $ | (365) | |

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) or 15d-15(e) under the Exchange Act, as of December 31, [removed: 2021] [added: 2022] (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: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

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

None.

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.

Any legally required disclosures regarding amendments to, or waivers from, the Code applicable to executive officers will be posted on our Internet website or disclosed in a Current Report on Form 8-K filed with the SEC.

Any amendment to, or waiver from, the Code applicable to executive officers will be posted on our Internet website within four business days following the date of the amendment or waiver.

The Code applies to all of the Company’s employees worldwide, without exception, and describes employee responsibilities to the various stakeholders involved in our business.

The Code goes beyond the legal minimums by implementing the values we share as employees of Motorola Solutions—our key beliefs—uncompromising integrity and constant respect for people.

The Code places special responsibility on managers and prohibits retaliation for reporting issues.

The response to this Item is incorporated by reference to the information under the captions [removed: “Audit Committee Matters - Independent] [added: “Independent] Registered Public Accounting Firm Fees” and “Audit Committee [removed: Matters - Audit Committee] Pre-Approval Policies” of the Proxy Statement.

Exhibit numbers 10.5 through [removed: 10.53] [added: 10.61] 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: [3.2](http://www.sec.gov/Archives/edgar/data/68505/000119312520233177/d44140dex31.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/68505/000119312522289030/d416187dex31.htm)] | | | | | | Amended and Restated Bylaws of Motorola Solutions, Inc. [added: effective] as of [removed: August 27, 2020] [added: November 17, 2022] (incorporated by reference to Exhibit 3.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on [removed: August 27, 2020).] [added: November 18, 2022).] | | | | | |

| [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 1934 (incorporated by reference to Exhibit 4.1(e) to Motorola Solutions, Inc.'s Annual Report on Form 10-K [removed: filed on February 12, 2021).] [added: for the fiscal year ended December 31, 2020).] | | | | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/1495569/000119312510201716/dex102.htm) | | | | | | Amended and Restated Intellectual Property License Agreement, effective as of July 31, 2010, between Motorola Mobility, Inc. and Motorola, Inc. (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings [removed: Corporation).] [added: Corporation)).] | | | | | |

| [10.3](http://www.sec.gov/Archives/edgar/data/1495569/000119312510259036/dex103.htm) | | | | | | Amended and Restated Exclusive License Agreement, effective as of July 30, 2010, between Motorola Trademark Holdings, LLC and Motorola, Inc. (incorporated by reference to Exhibit 10.3 to Amendment No. 3 to the Form 10 Registration Statement filed on November 12, 2010 by Motorola Mobility Holdings, [removed: Inc. (File No. 1-34805)).] [added: Inc.).] | | | | | |

| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/68505/000119312515302296/d91036dex104.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/68505/000119312522156157/d320654dex101.htm)] | | | | | | [removed: Form of] Motorola [removed: Solutions, Inc. Terms] [added: Solutions Amended] and [removed: Conditions Related to Employee Performance Contingent Stock Options (CEO)] [added: Restated Omnibus Incentive Plan of 2015, effective as of May 17, 2022] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to Motorola Solutions, [removed: Inc.'s] [added: Inc.’s] Current Report on Form 8-K filed on [removed: August 26, 2015).] [added: May 20, 2022).] | | | | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/68505/000006850519000013/msiex102q12019.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000006850519000013/msiex102q12019.htm)9] | | | | | | Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers [removed: on or after] [added: from] February 14, 2019 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019). | | | | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex101.htm)10] | | | | | | Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers from March 9, 2015 to February 13, 2019 (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on March 11, 2015). | | | | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/68505/000119312515302296/d91036dex103.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex103.htm)38] | | | | | | Form of Motorola Solutions, Inc. [removed: Terms and Conditions Related] [added: Performance Option Award Agreement for grants] to [removed: Employee Performance-Contingent Stock Options (non-CEO)] [added: 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 [removed: August 26,] [added: March 11,] 2015). | | | | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/68505/000144530513001679/stockoptionawarddocument-s.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/68505/000144530513001679/stockoptionawarddocument-s.htm)2] | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants to Section 16 Officers [removed: on or after] [added: from] May 6, 2013 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2013). | | | | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex104q12018.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex104q12018.htm)4] | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants [removed: on or after] [added: from] February 15, 2018 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.4 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018). | | | | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex106q12017.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex106q12017.htm)5] | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants from March 9, 2017 to February 14, 2018 (incorporated by reference to Exhibit 10.6 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017). | | | | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex1092013.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex1092013.htm)6] | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.9 to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013). | | | | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1011.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1011.htm)7] | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from January 4, 2011 to February 2, 2014 (incorporated by reference to Exhibit 10.11 to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010). | | | | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex107q12017.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex107q12017.htm)9] | | | | | | Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants [removed: on or after] [added: from] March 9, 2017 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.7 to Motorola Solutions, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017). | | | | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex10142013.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex10142013.htm)20] | | | | | | Form of Motorola Solutions Stock Option Consideration Agreement for grants from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.14 to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013). | | | | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1015.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1027.htm)40] | | | | | | Form of Motorola Solutions Stock Option Consideration Agreement for [added: Gregory Q. Brown for] grants from January 4, 2011 to [removed: February 2, 2014] [added: March 9, 2022 under the Motorola Solutions Omnibus Incentive Plan of 2006] (incorporated by reference to Exhibit [removed: 10.15] [added: 10.27] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010). | | | | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex102q12017.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex102q12017.htm)22] | | | | | | Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers [removed: on or after] [added: from] March 9, 2017 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017). | | | | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex105q12017.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex105q12017.htm)4] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Section 16 Officers [removed: on or after] [added: from] March 9, 2017 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.5 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017). | | | | | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex102q12018.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex102q12018.htm)6] | | | | | | 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 [removed: on or after] [added: from] February 15, 2018 [added: to March 9, 2022] (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: [10.22](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex103q12018.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex103q12018.htm)8] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees [removed: on or after] [added: from] February 15, 2018 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018). | | | | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/0000068505/000006850521000015/msiex104q12021.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/68505/000006850521000015/msiex104q12021.htm)[30](https://www.sec.gov/Archives/edgar/data/68505/000006850521000015/msiex104q12021.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to non-Section 16 Officers [removed: on or after] [added: from] February 11, 2021 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.4 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2021). | | | | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex101q22019.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex101q22019.htm)33] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Section 16 Officers [removed: on or after] [added: from] May 13, 2019 [added: to February 10, 2021] (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, 2019). | | | | | |

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/0000068505/000006850521000015/msiex103q12021.htm)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/68505/000006850521000015/msiex103q12021.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Section 16 Officers [removed: on or after] [added: from] February 11, 2021 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2021). | | | | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex102q22019.htm)] [added: [10.36](https://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex102q22019.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown [removed: on or after] [added: from] May 13, 2019 [added: to February 10, 2021] (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019). | | | | | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/0000068505/000006850521000015/msiex102q12021.htm)] [added: [10.35](https://www.sec.gov/Archives/edgar/data/68505/000006850521000015/msiex102q12021.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown [removed: on or after] [added: from] February 11, 2021 [added: to March 9, 2022] (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2021). | | | | | |

| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1025.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1025.htm)[3](https://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1025.htm)7] | | | | | | Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.25 to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010). | | | | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex103.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex104.htm)[4](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex104.htm)[2](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex104.htm)] | | | | | | Form of Motorola Solutions, Inc. [removed: Performance Option Award] [added: Market Stock Unit] Agreement for grants to Gregory Q. Brown [removed: on or after] [added: from] March 9, 2015 [added: to March 9, 2022] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on March 11, 2015). | | | | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1027.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1039.htm)45] | | | | | | 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: [10.31](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1032.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000119312512063569/d280303dex1040.htm)44] | | | | | | Form of Motorola [removed: Solutions, Inc. Restricted] [added: Solutions Deferred] Stock [removed: Unit] [added: Units] Award [removed: Agreement for Gregory Q. Brown] [added: 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 on or after January [removed: 4, 2011] [added: 1, 2012] (incorporated by reference to Exhibit [removed: 10.32] [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).] | | | | | |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex104.htm)] [added: [10.41](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex1012q12022.htm)] | | | | | | Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Gregory Q. Brown on or after March [removed: 9, 2015] [added: 10, 2022] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.12] to Motorola Solutions, Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on March 11, 2015).] [added: 10-Q for the fiscal quarter ended April 2, 2022).] | | | | | |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/68505/000119312512063569/d280303dex1037.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000119312512063569/d280303dex1037.htm)[4](http://www.sec.gov/Archives/edgar/data/68505/000119312512063569/d280303dex1037.htm)[3](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: [10.35](http://www.sec.gov/Archives/edgar/data/68505/000119312512063569/d280303dex1040.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000144530513000205/msi-ex1051.htm)47] | | | | | | [removed: Form of] Motorola Solutions [removed: Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus] [added: Executive Officer Short Term] Incentive Plan [removed: of 2006 or any successor plan for grants on or after January 1, 2012] [added: Term Sheet] (incorporated by reference to Exhibit [removed: 10.40] [added: 10.51] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2011).] [added: 2012).] | | | | | |

| [removed: [10.36](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1039.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000006850515000003/msiex10552014.htm)55] | | | | | | [removed: Form of] Motorola [removed: Solutions Deferred Stock Units Award between Motorola] Solutions, Inc. [removed: and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants from January 4,] 2011 [removed: to December 31, 2011] [added: Executive Severance Plan, as amended and restated November 13, 2014] (incorporated by reference to Exhibit [removed: 10.39] [added: No. 10.55] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2010).] [added: 2014).] | | | | | |

| [removed: [10.37](http://www.sec.gov/Archives/edgar/data/68505/000144530513000205/msi-ex1050.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000144530513000205/msi-ex1050.htm)46] | | | | | | Motorola Solutions Executive Officer Short Term Incentive Plan dated January 17, 2013 (effective January 1, 2013) (incorporated by reference to Exhibit 10.50 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2012 (File No. 1-7221)).] [added: 2012).] | | | | | |

| [removed: [10.38](http://www.sec.gov/Archives/edgar/data/68505/000144530513000205/msi-ex1051.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/68505/000006850515000003/msiex10542014.htm)54] | | | | | | Motorola [removed: Solutions Executive] [added: Solutions, Inc. 2011 Senior] Officer [removed: Short Term Incentive Plan Term Sheet] [added: Change in Control Severance Plan, as amended and restated November 13, 2014] (incorporated by reference to Exhibit [removed: 10.51] [added: No. 10.54] to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2012).] [added: 2014).] | | | | | |

| [removed: [10.39](https://www.sec.gov/Archives/edgar/data/0000068505/000006850521000015/msiex101q12021.htm)] [added: [10](https://www.sec.gov/Archives/edgar/data/68505/000006850521000015/msiex101q12021.htm)[.48](https://www.sec.gov/Archives/edgar/data/68505/000006850521000015/msiex101q12021.htm)] | | | | | | Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2021 (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2021). | | | | | |

| [removed: [10.40](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex103q22019.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/68505/000006850519000019/msiex103q22019.htm)9] | | | | | | Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated May 13, 2019 (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019). | | | | | |

| [removed: [10.41](http://www.sec.gov/Archives/edgar/data/68505/000006850519000013/msiex101q12019.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/68505/000006850520000013/msiex101q12020.htm)50] | | | | | | [removed: 2019-2021] [added: 2020-2022] Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February [removed: 14, 2019] [added: 13, 2020] (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March [removed: 30, 2019).] [added: 28, 2020).] | | | | | |

| [removed: [10.42](http://www.sec.gov/Archives/edgar/data/68505/000006850520000013/msiex101q12020.htm)] [added: [10.52](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex1014q12022.htm)] | | | | | | [removed: 2020-2022] [added: 2022-2024] Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February [removed: 13, 2020] [added: 15, 2022] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.14] to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: March 28, 2020).] [added: April 2, 2022).] | | | | | |

| [10.8](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex109q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers on or after March 10, 2022 (incorporated by reference to Exhibit 10.9 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.11](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex106q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants to Section 16 Officers on or after March 10, 2022 (incorporated by reference to Exhibit 10.6 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.13](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex103q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2015, as amended, for grants on or after March 10, 2022 (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.18](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex104q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants on or after March 10, 2022 (incorporated by reference to Exhibit 10.4 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.21](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex108q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers on or after March 10, 2022 (incorporated by reference to Exhibit 10.8 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.23](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex1010q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015, as amended, for grants to Section 16 Officers on or after March 10, 2022 (incorporated by reference to Exhibit 10.10 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.25](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex101q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015, as amended, for grants to Appointed Vice Presidents and Elected Officers on or after March 10, 2022 (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.27](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex102q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015, as amended, for grants to Employees on or after March 10, 2022 (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.29](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex105q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to non-Section 16 Officers on or after March 10, 2022 (incorporated by reference to Exhibit 10.5 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.31](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex107q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Section 16 Officers on or after March 10, 2022 (incorporated by reference to Exhibit 10.7 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

| [10.34](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex1011q12022.htm) | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Gregory Q. Brown on or after March 10, 2022 (incorporated by reference to Exhibit 10.11 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |

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

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| [10.34](http://www.sec.gov/Archives/edgar/data/68505/000119312511039822/dex1037.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 4, 2011 (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, 2010). | | | | | |

| [10.46](http://www.sec.gov/Archives/edgar/data/68505/000006850515000003/msiex10552014.htm) | | | | | | Motorola Solutions, Inc. 2011 Executive Severance Plan, as amended and restated November 13, 2014 (incorporated by reference to Exhibit No. 10.55 to Motorola Solutions, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014). | | | | | |

| [*10.53](https://www.sec.gov/Archives/edgar/data/68505/000006850522000010/msiex10532021.htm) | | | | | | Service Agreement, effective as of January 1, 2022, by and between Motorola Solutions, Inc. and Kelly Mark. | | | | | |

| /S/ GREGORY Q. BROWN | | | | | | Chairman and Chief Executive Officer | | | | | | February 16, [removed: 2022] [added: 2023] | | |

| /S/ JASON J. WINKLER | | | | | | Executive Vice President and | | | | | | February 16, [removed: 2022] [added: 2023] | | |