Motorola Solutions (MSI) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A77 rewritten29 added34 removed240 unchanged
All filing items1,293 rewritten416 added365 removed2,203 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 0 new, 7 reworded and 21 unchanged since FY2023. 1 heading from FY2023 no longer appears.
- Sentence by sentence, 416 added, 365 removed, 1,293 rewritten and 2,203 unchanged across 16 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (1)
- Our success depends in part on our timely introduction of new products and technologies and our results can be impacted by the effectiveness of our significant investments in new products and technologies.
Reworded Item 1A headings (7)
- As we
[removed: expand the technologies within our Products][added: introduce new products] and[removed: Systems Integration][added: services] and[removed: Software][added: enhance existing products] and[removed: Services][added: services in our] segments, we may face increased areas of risk [added: related to the success of such products and services] that we may not be able to properly assess or mitigate, as well as increased competition and additional compliance obligations, each of which could harm our [added: reputation,] market share, results of operations and financial condition or result in additional obligations or liabilities for our business. - Social, ethical, [added: environmental,] and competitive risks relating to the use of AI in our products and services could adversely affect our results of operations and business reputation.
- Our future operating results depend on our ability to purchase
[removed: at acceptable prices]a sufficient amount of materials, parts, and components, as well as software and services, [added: at acceptable prices] to meet the demands of our customers and any disruption to our suppliers or significant increase in the price of supplies has had, and could continue to have a negative impact on our results of operations or financial condition. - Over the last several
[removed: years][added: years,] we have utilized third-parties to develop, design and/or manufacture many of our components and some of our products, and to perform portions of certain business operations such as IT, network connectivity, HR information systems, manufacturing, repair, distribution and engineering services. We expect to continue these practices in the future, which limit our control over these business operations and[removed: exposes][added: expose] us to additional risk as a result of the actions of our outsource partners. - Increasing scrutiny and evolving expectations from investors, customers, lawmakers, regulators and other stakeholders regarding environmental, social and governance (“ESG”)-related practices and
[removed: disclosures][added: disclosures, as well as recent U.S. based anti-ESG efforts,] 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. - We are subject to complex and changing laws and regulations in various jurisdictions regarding [added: cybersecurity,] privacy, data protection,
[removed: information security,]and[removed: cybersecurity][added: information security] which exposes us to increased costs and potential liabilities in the event of any actual or perceived failure to comply with such legal and compliance obligations and could adversely affect our business. - Increased focus on climate change has contributed to an evolving state of environmental regulation and uncertainty related to such regulation, as well as physical risks of climate change, could impact our [added: business,] results of operations, financial or competitive position.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
77 rewritten, 29 added, 34 removed, 240 unchanged
We are subject to complex and changing laws and regulations in various jurisdictions regarding [added: cybersecurity,] privacy, data protection, [removed: information security,] and [removed: cybersecurity] [added: information security] which exposes us to increased costs and potential liabilities in the event of any actual or perceived failure to comply with such legal and compliance obligations and could adversely affect our business.
[removed: The] [added: With respect to privacy and data protection, the] EU adopted the General Data Protection Regulation (“GDPR”) which took effect [removed: on May 25,] [added: in] 2018, harmonizing data protection laws across the EU.
[removed: Several] [added: Numerous] state governments within the U.S. have [removed: recently] enacted their own versions of “GDPR-like” privacy legislation, which has created, and we expect will continue [removed: to, create] [added: to create,] additional compliance challenges, [removed: risk,] [added: risks,] and administrative [removed: burden.][added: burdens.]
[removed: Also, several] [added: Several] other countries in which we operate, including Australia and Brazil, have established legal requirements for cross-border data transfers.
There is continued uncertainty concerning rules related to transfers of EU and United Kingdom [removed: (“UK”)] [added: (“U.K.”)] personal data outside of their respective jurisdictions.
Because the interpretation and application of [added: cybersecurity,] privacy, data [removed: protection,] [added: protection and] information security [removed: and cybersecurity] laws [added: and regulations] are complex and still [removed: uncertain;] [added: uncertain,] it is possible that [removed: these laws] [added: they] may be interpreted and applied in a manner that is inconsistent with our existing practices or the features of our products, software and services.
Any failure or perceived failure by us, our business partners, or third-party service providers to comply with such laws and regulations, or [removed: the privacy] [added: applicable] commitments in contracts, could result in proceedings against us by governmental entities or others and significant [removed: fines, which could have a material adverse effect on our business] [added: fines] and [removed: operating results] [added: penalties,] and [removed: harm] [added: adversely affect] our [removed: reputation.][added: business.]
[removed: As another example, the] [added: The] AI Act [removed: in the EU, which received high-level political agreement in December 2023, and is anticipated to be passed into law by mid-2024, is expected to] [added: will] place [removed: severe] [added: significant] restrictions on the use of AI for real-time “biometric identification” by law enforcement, and implement significant compliance requirements on the development and use of AI for biometric identification of any kind.
[added: Once implemented, the AI Act will also place compliance requirements on a variety of other AI uses] by law enforcement, as well as on the companies that develop those products, including us.
Other such laws are expected to pass around the [removed: globe] [added: globe, including the U.S. and Brazil,] in the coming months and years.
[removed: Such] [added: Current or future] legislation, [added: governmental] regulations, and enforcement actions [added: pertaining to biometrics and other analytics] have exposed us to, and we expect [removed: that they] will continue to expose us to, regulatory and litigation risks.
As such, we are subject to certain Federal Communications Commission [removed: FCC] [added: (FCC)] and possible state regulations relating to telecommunications, including some certification or licensing, service reliability, and regulatory fee requirements.
[added: If we do not] comply with these regulations, we could be subject to enforcement actions, fines, and possibly loss of certifications or licenses to operate or offer certain of our services that are regulated telecommunications.
Increased focus on climate change has contributed to an evolving state of environmental regulation and uncertainty related to such regulation, as well as physical risks of climate change, could impact our [added: business,] results of operations, financial or competitive position.
Increased public awareness and worldwide focus on climate change has led to legislative and regulatory efforts to limit greenhouse gas emissions, [added: which has resulted in] and may [added: continue to] result [removed: in] [added: in,] more international, federal or regional requirements or industry standards to reduce or mitigate global warming.
As a result, we may become subject to new or strengthened regulations, legislation or other governmental requirements or industry standards, and we anticipate that we will [removed: see increased demand] [added: need] to meet [removed: voluntary] criteria related to reduction of greenhouse gas emissions, the elimination of certain constituents from products and increasing energy [removed: efficiency.][added: efficiency requirements.]
For example, the EU's Corporate Sustainability Reporting Directive, [added: EU's] Corporate Sustainability Due Diligence Directive and EU taxonomy initiatives will [removed: introduce] [added: introduce, in staggered timelines,] additional due diligence and disclosure requirements addressing sustainability that will apply [removed: or we expect will apply, as applicable,] to us in the coming years.
These requirements will, and other increased regulation of climate change concerns could, subject us to additional [removed: costs] [added: costs, disclosures] and restrictions, and could require us to make certain changes to our manufacturing [removed: practices] [added: practices, operations,] and/or product designs, which could negatively impact our business, results of operations, financial condition and competitive position.
For example, in the U.S., laws often require parties to fund remedial studies or actions regardless of fault and oftentimes in response to [removed: action] [added: actions] or omissions that were legal at the time they occurred.
We continue to incur disposal costs and have ongoing remediation obligations, including those resulting from [added: previously or] newly discovered environmental issues located at discontinued Company [added: facilities and waste disposal sites formerly used by Company] facilities, as well as current and former facilities of companies that we acquire.
These laws, and changes to these laws, could have a substantial impact on whether we can offer certain products, solutions and services, on product costs, and on what capabilities and characteristics our products or [added: services can or must include, which could negatively impact our business, results of operations, financial condition and competitive position.]
This change in law had a materially negative impact on our cash tax liability in [removed: 2023,] [added: 2024,] and we expect such change to continue to impact our cash tax liability through 2026, unless the provisions are repealed or deferred by Congress.
Certain countries have already enacted [removed: legislation] [added: legislation,] which could affect international businesses, and other countries have become more aggressive in their approach to audits and enforcement of their applicable tax laws.
As we [removed: expand the technologies within our Products] [added: introduce new products] and [removed: Systems Integration] [added: services] and [removed: Software] [added: enhance existing products] and [removed: Services] [added: services in our] segments, we may face increased areas of risk [added: related to the success of such products and services] that we may not be able to properly assess or mitigate, as well as increased competition and additional compliance obligations, each of which could harm our [added: reputation,] market share, results of operations and financial condition or result in additional obligations or liabilities for our business.
We may face increasing competition from [removed: traditional system integrators, the defense industry, commercial software companies,] [added: both incumbents] and [removed: commercial telecommunication carriers] [added: emerging competitors] as [removed: services] [added: customer] contracts become larger, more complicated, and include an expanded range of [removed: services.][added: services or complex product requirements.]
[removed: Expansion will bring us into contact with new regulatory requirements and restrictions with which we may have] [added: Failure] to comply [removed: and which] [added: with such restrictions or obligations] could result in [removed: additional compliance obligations or liabilities; (including] [added: liabilities, including] potential enforcement actions, [removed: fines penalties,] [added: fines, penalties] or reputational [removed: harm);] [added: harm,] or increase the costs of doing [removed: business, reduce margins] [added: business] or delay or limit the range of new [removed: solutions] [added: products] and services [removed: which] we [removed: will] [added: may] be able to offer.
The markets for certain products [added: and services] of ours are characterized by [removed: changing technologies and] evolving [added: technologies,] industry standards and customer preferences.
[removed: New] [added: In addition, new] technologies and new competitors continue to enter our markets at a faster pace than we have experienced in the past, resulting in increased [removed: competition from traditional and non-traditional suppliers.][added: competition.]
[removed: Moreover, evolving expectations from customers, including the expectations that companies] [added: Alternatively, our customers may expect us to] offer products and services to help reduce energy consumption, improve efficiency and minimize greenhouse gas [removed: footprints, may impact our competitive position and research and development efforts.][added: footprints.]
Many of our products and services are complex and we may experience delays in completing development [removed: and] [added: or] introducing new products or [removed: technologies] [added: services] in the future.
[removed: If a new pandemic or health outbreak were to occur, we] [added: Catastrophic events] could [removed: experience] [added: have] varied impacts [removed: similar to what we] [added: such as those] experienced [removed: related to] [added: during] the [removed: impacts of COVID-19,] [added: COVID-19 pandemic,] including impacts to our workforce and supply chain, inflationary pressures and increased costs, schedule or production delays, market volatility and other financial impacts.
These events [removed: such as COVID-19] have had, and in the future could continue to have, a negative impact on our ability to manage our business and/or cause disruption of economic activity, which could have an adverse effect on our business, results of operations, financial position, cash flows and stock price.
Social, ethical, [added: environmental,] and competitive risks relating to the use of AI in our products and services could adversely affect our results of operations and business reputation.
We envision a future in which AI operating in our products and services will help our public safety and enterprise customers build safer [removed: communities with stronger communication platforms.][added: communities.]
As we increasingly [removed: build] [added: leverage] AI, including generative AI, [removed: into] [added: in] our offerings, we may enable or offer [removed: solutions] [added: products and services] that draw controversy due to their actual or perceived impact on social and ethical issues resulting from the use of new and evolving [removed: AI in such offerings.][added: AI.]
[removed: AI] [added: AI, including generative AI,] may not always operate as intended and datasets may be insufficient or contain [removed: illegal,] biased, harmful or offensive information, which could negatively impact our results of operations, [added: environmental, social and governance (ESG) reputation,] business reputation or customers’ acceptance of our AI offerings.
These risks and uncertainties include: (i) the inability to realize our business plan with respect to the acquired businesses, (ii) the difficulty or inability in integrating newly-acquired businesses and operations in an efficient and effective manner, including ensuring proper integration of acquired businesses’ legal and regulatory compliance programs, information technology systems and financial reporting and internal control systems, (iii) the challenges in integrating acquired businesses to create the operating platform for [removed: public safety,] [added: physical security,] (iv) the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions, (v) the risk that our contractual relationships or the markets served do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets, (vi) the potential loss of key employees of the acquired businesses, (vii) the risk of diverting the attention of senior management from our operations, (viii) the risks of entering new markets in which we have limited experience, (ix) future impairments of goodwill, (x) the potential loss of intellectual property due to actions of employees in connection with such [removed: acquisitions and] [added: acquisitions,] (xi) the [added: risks of exposure to new patent assertions by third-parties directed at the technologies of the newly acquired businesses, and (xii) the] potential identified or unknown security vulnerabilities in acquired products that expose us to additional security risk.
[removed: We are consistently subject to attempts to compromise our information technology systems from both internal and external sources and, like] [added: Like] all information technology systems, our systems [removed: are potentially] [added: have been in the past, and could be in the future,] vulnerable to damage, unauthorized access or interruption from a variety of sources, including but not limited to, [removed: cyberattack,] [added: cyberattacks,] cyber [removed: intrusion,] [added: intrusions,] computer viruses, security [removed: breach,] [added: breaches,] denial-of-service attacks, ransomware or other malware, energy blackouts, natural disasters and severe weather conditions, terrorism, sabotage, [removed: war,] [added: wars,] insider [removed: trading,] [added: threats,] human [removed: error] [added: errors] and computer and telecommunication failures.
As a provider of mission-critical [removed: communications systems] [added: physical security products and services] for [added: both public safety and enterprise] customers in [removed: critical infrastructure sectors of] the U.S. and globally, including systems that we operate and maintain for certain customers of ours or as a software-based service, we face additional risk as a potential target of sophisticated attacks aimed at compromising both our company’s and our customers’ sensitive information and intellectual property.
Our vulnerability and that of our third-party [removed: vendors,] [added: vendors] to cyber and other information technology risks may also be increased by factors such as cyberattacks related to geopolitical conflicts (which may be heightened by our global presence) and the large portion of our office workforce that continues to work from home.
As another example, there are long standing initiatives by governments in several countries to transition public safety communications away from LMR networks onto public mobile broadband networks.
While such initiatives have gained little traction to date, if customers conclude that public mobile broadband networks, potentially augmented with emerging technologies, provide adequate resiliency, coverage, control, and cost for their critical communication needs, it could adversely affect our LMR Communications sales.
The process of developing new products and services and enhancing existing products and services to meet such evolving technologies, industry standards and customer preferences is complex, costly and uncertain.
Any failure by us to effectively, timely, and frequently introduce new products and services or enhance current products and services, including by accurately predicting technological and business trends, controlling research and development costs or executing our strategy, could significantly harm our reputation, market share, results of operations and financial condition.
Expansion of our products and services may result in the applicability of new legal and regulatory requirements and restrictions and compliance obligations.
Additionally, the energy consumption in data centers necessary to power AI systems may lead to actual or perceived environmental issues.
With respect to the financial and political or regulatory risks of such contracts, in 2023 the CMA imposed a legal order on Airwave, which implemented the Charge Control.
After the Competition Appeal Tribunal ("CAT") dismissed our appeal of the Charge Control, we appealed the CAT's judgment to the United Kingdom Court of Appeal, which denied our application for permission to appeal the CAT's judgment on January 30, 2025.
With the United Kingdom Court of Appeal's ruling, revenue will continue to be recognized in accordance with the Charge Control.
In addition, after our receipt in March 2024 of the Deferred National Shutdown Notice from the Home Office, we recorded additional backlog of $748 million to reflect the incremental three years of services related to the extension of the "national shutdown target date" on the Airwave services to December 31, 2029.
In April 2024 we filed proceedings in the U.K. High Court challenging the decision of the Home Office to issue the Deferred National Shutdown Notice as being in breach of applicable U.K. procurement and public law, and a hearing on this matter has been set to commence on April 22, 2025.
The backlog related to the incremental years of service contemplated in the Deferred National Shutdown Notice could change depending on the outcome of the proceedings.
In addition, recent "anti-ESG" sentiment has gained momentum in the U.S., with certain lawmakers and interest groups having proposed or enacted "anti-ESG" policies, legislation, or initiatives or issued related legal opinions.
Furthermore, President Trump recently issued a series of executive orders, some of which target programs related to DEI and climate change.
The Trump Administration has indicated that it will continue to scrutinize these programs.
Our business may face higher expectations as well as increased scrutiny related to these activities.
For example, the AI Act in the EU became law in August 2024, with key obligations applying in stages through August 2027, including key provisions to us applying in early 2025 and August 2026.
For example, in 2024, numerous U.S. states considered legislation that would establish a comprehensive regulatory framework for the use of AI.
Colorado became the first state to enact such a law for private sector use of AI and New York enacted a law that will regulate public sector use of AI.
Various jurisdictions have adopted or are expected to introduce new laws and regulations regarding cybersecurity, privacy, data protection, and information security which have impacted, or we expect will impact, us by exposing us to increased costs and potential liabilities.
With respect to cybersecurity laws and regulations, this includes the EU Directive (EU) 2022/2555 ("NIS2"), which became effective in the EU in October 2024 and is in the process of implementation by each EU Member State.
NIS2 requires us to register with national cybersecurity agencies, submit significant cybersecurity incident reports and adopt appropriate measures to minimize cybersecurity risks.
We may also become subject to new cybersecurity laws and regulations in other jurisdictions, as well as supplier-focused cybersecurity obligations.
Compliance with these laws and regulations exposes us to increased costs and any noncompliance, whether actual or perceived, could result in potential liabilities.
For example, President Trump issued an executive order in January 2025 that requires, in relevant part, that every federal contract or grant award include a clause that requires the contractor or grant recipient to (1) agree that its compliance with all applicable federal anti-discrimination laws is material to the government’s payment decisions on such contract or grant for purposes of the False Claims Act, and (2) certify that it does not operate any programs promoting DEI that violate any applicable federal anti-discrimination laws.
The executive order increases our compliance risk through an increased risk of civil False Claims Act liability if our DEI practices are deemed to violate the federal anti-discrimination laws.
We are subject to attempts to compromise our information technology systems from both internal and external sources.
As we continue to integrate the use of AI to enhance our accounting operations and help improve employee productivity and efficiency, we also face enhanced risks and challenges related to cybersecurity and information technology.
Third-party litigation funding exacerbates this situation, sometimes hindering the ability to settle matters.
In addition, various jurisdictions in which we operate have adopted or are expected to promulgate cybersecurity regulations that would apply directly to our products and services.
For example, in the EU, we are subject to, and expect to continue to be subject to, cybersecurity regulations for certain services we provide.
These regulations expose us to increased costs to address compliance obligations and potential liability in the event of any failure to comply with such regulations, which could result in fines and penalties, reputational harm, and adversely affect our business.
For example, President Biden’s recent Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence has potentially broad implications on the development and use of AI across agencies within the United States, and could also result in extensive compliance requirements for companies like ours that sell solutions with AI applications.
If adopted, it is also expected to place compliance requirements on a variety of other AI uses
If we do not
services can or must include, which could negatively impact our business, results of operations, financial condition and competitive position.
The process of developing new video 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.
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 projects, that we have prioritized with respect to funding and/or personnel.
We may be required to agree to specific performance metrics that meet the customer's requirements for network security, availability, reliability, maintenance and support and, in some cases, if these performance metrics are not met we may not be paid.
Our success depends in part on our timely introduction of new products and technologies and our results can be impacted by the effectiveness of our significant investments in new products and technologies.
In addition, new technologies such as push-to-talk over LTE and 5G could reduce sales of our traditional products.
New products and services are expensive to develop and bring to market and additional complexities are added when this process is outsourced as we have done in certain cases or as we increase our reliance on third-party content and technology.
Our success depends, in substantial part, on the timely and successful introduction of new products and services, upgrades and enhancements of current products to comply with emerging industry standards, customer expectations, laws and regulations, including country specific proprietary technology requirements,
and to address competing technological and product developments carried out by our competitors.
Developing new technologies to compete in a specific market may not be financially viable, resulting in our inability to compete in that market.
The research and development of new, technologically-advanced products and services is a complex and uncertain process requiring high levels of innovation and investment, as well as the accurate anticipation of technology and market trends.
This is particularly evident in recurring revenue businesses, software businesses and certain services businesses.
brand less attractive for customers of Motorola Solutions, creating increased risk that Motorola Solutions may need to develop an alternate or additional brand.
We have experienced such shortages in the past that have negatively impacted our results of operations and may continue to experience such shortages in the future.
In 2023, we reduced our inventory carrying levels as compared to 2022 in response to improved supply conditions of semiconductors, although we expect to continue to actively manage our inventory in the future, including by continuing to carry increased levels of inventory in targeted areas to support increased demand and customer requirements.
We have been required to take these steps in certain instances in connection with the impact on the semiconductor market described above.
With respect to the political or regulatory risks of such contracts, in October 2021, the CMA announced that it had opened a market investigation into the Mobile Radio Network Services market.
This investigation included Airwave, our private mobile radio communications network that we acquired in 2016.
Airwave provides mission-critical voice and data communications to emergency services and other agencies in Great Britain.
In early 2023, the CMA published a final decision which stated it will impose a prospective price control on the Airwave contract.
We disagreed with the CMA’s decision and filed an appeal with the Competition Appeal Tribunal ("CAT").
In addition, on July 31, 2023, the CMA adopted a remedies order which implemented the price control set out in its final decision, which was suspended until the CAT dismissed our appeal on December 22, 2023.
On February 13, 2024, we filed an application with the United Kingdom Court of Appeal requesting that it hear our appeal.
Revenue will be recognized according to the remedies order published by the CMA, unless the United Kingdom Court of Appeal were to reverse the remedies order.
to operate in compliance with applicable laws, rules and regulations, including our Human Rights Policy (and, in addition, for our suppliers to comply with our Supplier Code of Conduct).
experience in the communications industry is intense.
Furthermore, we may not be able to refinance our existing
An excerpt. Shown here: 40 of 77 rewritten, all 29 added and all 34 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
239 rewritten, 114 added, 99 removed, 389 unchanged
The following is a discussion and analysis of our financial position as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and results of operations and cash flows for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]
[removed: We are] [added: Our work as] a global leader in public safety and enterprise [removed: security,] [added: security is] grounded in nearly 100 years of close customer and community collaboration.
We design and advance technology for more than 100,000 public safety and enterprise customers in over 100 [removed: countries.][added: countries, driven by our commitment to help make everywhere safer for all.]
We manage our business organizationally through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, we have [added: three] principal product lines [removed: that also follow our three major technologies:] [added: in which we report net sales:] LMR Communications, Video and Command Center.
Across all three technologies, we offer [added: on-premises,] cloud-based and hybrid [removed: solutions, cybersecurity services,] software [added: solutions,] and [removed: subscription] services [removed: as well] [added: such] as [added: cybersecurity subscription services and] managed and support services.
In [removed: 2023,] [added: 2024,] the segment’s net sales were [removed: $6.2] [added: $6.9] billion, representing [removed: 63%] [added: 64%] of our consolidated net sales.
Our LMR Communications technology includes infrastructure and devices for LMR, [added: as well as devices for] public safety Long Term Evolution (“LTE”) and [removed: enterprise-grade private] [added: public carrier] LTE.
We believe that public safety agencies and enterprises continue to trust LMR communications systems and devices because they are purpose-built and designed for reliability, availability, security and resiliency to [removed: withstand] [added: help keep people connected even during] the most challenging conditions.
Examples include application services such as GPS location to better protect lone workers, job dispatch to [removed: share detailed information] [added: assign tasks] and [added: work orders and] over-the-air programming to optimize device uptime.
Primary sources of revenue for this technology come from selling devices and building communications [removed: networks,] [added: systems,] including infrastructure, [added: the] installation and integration [removed: with] [added: of] our [added: infrastructure equipment within our] customers’ technology environments.
The LMR technology within the Products and Systems Integration segment represented [removed: 82%] [added: 83%] of the net sales of the total segment in [removed: 2023.][added: 2024.]
Our Video technology includes video management infrastructure, AI-powered security cameras including fixed and certain mobile video [removed: equipment] [added: equipment,] as well as [removed: on-premise] [added: on-premises] and cloud-based access control solutions.
[added: Organizations such as these utilize] video security and access control to verify critical events or incidents in real-time and to provide data to investigate an event or incident after it happens.
Our view is that government and public safety customers [removed: in particular] are increasingly turning to video security technologies, including fixed and mobile cameras, to increase visibility, accountability and safety for [removed: citizens,] communities and first responders alike.
[removed: Additionally, we] [added: We] believe that [removed: government,] [added: governments,] public safety agencies and enterprises are increasingly turning to scalable, cloud-based multi-factor authentication access control to make their facilities more secure.
The Video technology within the Products and Systems Integration segment represented [removed: 18%] [added: 17%] of the net sales of the total segment in [removed: 2023.][added: 2024.]
In [removed: 2023,] [added: 2024,] the segment’s net sales were [removed: $3.7] [added: $3.9] billion, representing [removed: 37%] [added: 36%] of our consolidated net sales.
Managed services range from partial to full operational support of customer-owned or Motorola Solutions-owned communications [removed: networks.][added: systems.]
The LMR technology within the Software and Services segment represented [removed: 64%] [added: 60%] of the net sales of the total segment in [removed: 2023.][added: 2024.]
Video software includes video network management software, decision management and digital evidence management software, certain mobile video [removed: equipment,] [added: equipment] and advanced vehicle location data analysis software, including license plate recognition.
Our software is designed to complement video hardware systems, [removed: proving] [added: providing] end-to-end video security to help keep people, property and places safe.
Given the growing volume of video content, we believe that analytics are critical to [removed: deliver] [added: delivering] meaningful, action-oriented insights.
For example, AI-powered analytics can highlight [removed: unusual behavior such as] a person at a facility out of [removed: hours,] [added: hours (unusual activity),] locate a missing child at a theme park [removed: with Appearance Search,] [added: (appearance search),] flag a vehicle of interest at a school [removed: through license] [added: (license] plate [removed: recognition,] [added: recognition),] send an alert [removed: through access control] if doors [added: to a restricted area] are propped open at a [removed: hospital,] [added: hospital (access control),] or trigger [removed: parallel workflows by activating] a school's customized lockdown plan while simultaneously alerting first responders [removed: with] [added: and sharing] video footage [added: from] inside the school.
Our cloud technologies can offer organizations the ability to access, search and manage their video security [added: intrusion] and access control system from a centralized dashboard, accessible on remote devices such as smartphones and laptops.
Additionally, our [added: on-premises] fixed video systems can be connected to the cloud, providing our customers with the ability to securely access [added: and manage] video across their sites from a remote or central monitoring location.
The Video technology within the Software and Services segment represented [removed: 16%] [added: 20%] of the net sales of the total segment in [removed: 2023.][added: 2024.]
Our Command Center portfolio consists of [removed: native cloud, hybrid and] [added: cloud-native,] on-premises [added: and hybrid] 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 [removed: information to] [added: information,] coordinate a response and manage the [removed: post-incident] [added: incident to] resolution.
[removed: analysts] [added: These individuals include call takers] who [added: answer and triage 911 calls; dispatchers who route calls to police, fire and emergency medical services to] manage [removed: real-time operations,] [added: the response; first responders who support on scene; intelligence analysts who support the incident;] records [added: and evidence] specialists who preserve [removed: the integrity of] information and [removed: evidence,] [added: evidence; detectives who manage cases;] crime analysts who identify patterns and accelerate [removed: investigations,] [added: investigations;] and corrections officers who oversee jail and inmate management.
[removed: Additionally, to] [added: 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 [removed: enterprise settings] [added: enterprises] and communities can communicate and collaborate directly with public safety agencies, particularly during emergencies.
[removed: We remain focused on strengthening the intersection of public safety and enterprise security, offering] [added: Our Command Center portfolio offers] solutions that are designed to help [removed: individuals,] [added: community members,] enterprises and public safety agencies work together and share [removed: the] information in an effort to help prevent critical [removed: incidents] [added: events] from [removed: occurring] [added: escalating] and better inform an emergency response when an incident unfolds.
Finally, as the Command Center market continues to evolve from on-premises to hybrid and cloud [removed: "software-as-a-service" ("SaaS")] technologies to improve their operations, [removed: reduce response times and increase officer availability,] we offer both [removed: native cloud-based] [added: cloud-native] applications and cloud features that enhance on-premises applications.
The Command Center technology within the Software and Services segment represented 20% of the net sales of the total segment in [removed: 2023.][added: 2024.]
[removed: 2023] [added: 2024] Financial Results
- Net sales were [removed: $10.0] [added: $10.8] billion in [removed: 2023] [added: 2024] compared to [removed: $9.1] [added: $10.0] billion in [removed: 2022.][added: 2023.]
- Operating earnings were [removed: $2.3] [added: $2.7] billion in [removed: 2023] [added: 2024] compared to [removed: $1.7] [added: $2.3] billion in [removed: 2022.][added: 2023.]
- Net earnings attributable to Motorola Solutions, Inc. were [removed: $1.7] [added: $1.6] billion, or [removed: $9.93] [added: $9.23] per diluted common share in [removed: 2023,] [added: 2024,] compared to earnings of [removed: $1.4] [added: $1.7] billion, or [removed: $7.93] [added: $9.93] per diluted common share in [removed: 2022.][added: 2023.]
- Our operating cash flow was [removed: $2.0] [added: $2.4] billion in [removed: 2023] [added: 2024] compared to [removed: $1.8] [added: $2.0] billion in [removed: 2022.][added: 2023.]
- We returned approximately [removed: $1.4 billion] [added: $898 million] of capital to shareholders, in the form of [removed: $804] [added: $654] million in [removed: share repurchases] [added: dividends] and [removed: $589] [added: $244] million in [removed: dividends] [added: share repurchases] in [removed: 2023.][added: 2024.]
- We increased our quarterly dividend by 11% to [removed: $0.98] [added: $1.09] per share in November [removed: 2023.][added: 2024.]
- We ended [removed: 2023] [added: 2024] with a backlog position of [removed: $14.3] [added: $14.7] billion, [removed: down $88] [added: up $438] million compared to [removed: 2022.][added: 2023.]
Motorola Solutions' business is safety and security.
Every day we work to deliver on our commitment of helping to create safer communities, safer schools, safer hospitals and safer businesses.
We also offer High Frequency (HF) and Very High Frequency (VHF) communications technology to military, government and relief agency customers who require dynamic and mobile point-to-point voice communications in remote environments without the need for fixed infrastructure.
Our Command Center software is designed to support an emergency response.
In the 911 communications center, we offer call taking and management software (including multimedia communication capabilities and AI-powered call transcription and language translation) and voice and computer-aided dispatch software to assign first responders to incidents.
For emergency management teams, we offer mass notification and alerting (including panic button mobile applications) and incident collaboration software that aids in coordinating a multi-disciplinary response.
In the field, we offer mobile applications that help first responders to collaborate with each other, remain connected to the information they need, manage an incident, capture critical information to support investigations, and remotely file reports.
For information and support services teams, we offer integrated records and evidence management software, as well as solutions for managing tips and publishing crime maps to aid community engagement.
For intelligence and investigations teams, we offer software that can unify voice, video and data in order to increase situational awareness from a single map-based view during a real-time incident response, and investigative tools to help uncover connections across records to generate leads and help close cases.
For enterprises, we provide incident management and business resilience solutions that help secure people and facilities, as well as share information with public safety when an incident necessitates it.
Additionally, we repurchased the $1.0 billion aggregate principal amount of the 1.75% senior convertible notes issued to Silver Lake Partners and scheduled to mature in 2024 ("the Silver Lake Convertible Debt"), for $1.59 billion in cash, inclusive of the conversion premium.
Operating margins decreased in 2024 to 25.7% from 28.1% in 2023 primarily driven the revenue reduction on Airwave services in accordance with the Charge Control, higher employee incentive costs, including share-based compensation, higher expenses associated with acquired businesses and higher expenses related to legal matters, partially offset by higher sales and a reduction in intangible amortization expenses.
U.K. Home Office Update
In 2023, the CMA imposed a legal order on Airwave which implemented a prospective price control on Airwave (the "Charge Control").
After the Competition Appeal Tribunal ("CAT") dismissed our appeal of the CMA's final decision, we appealed the CAT's judgment to the United Kingdom Court of Appeal.
On January 30, 2025, the United Kingdom Court of Appeal denied our application for permission to appeal the CAT's judgment.
On March 13, 2024, we received a notice of contract extension (the “Deferred National Shutdown Notice”) from the Home Office of the United Kingdom (the "Home Office").
The Deferred National Shutdown Notice extends the “national shutdown target date” of the Airwave service from December 31, 2026 to December 31, 2029, at the Charge Control rates.
In 2024, as a result of the Home Office's notice of a contract extension pursuant to their Deferred National Shutdown Notice, we recorded additional backlog of $748 million to reflect the incremental three years of services.
On April 11, 2024, we filed proceedings in the U.K. High Court challenging the decision of the Home Office to issue the Deferred National Shutdown Notice as being in breach of applicable U.K. procurement and public law.
The hearing on this matter has been set to commence on April 22, 2025.
The backlog related to the incremental years of service contemplated in the Deferred National Shutdown Notice could change depending on the outcome of the proceedings.
On December 5, 2024, a proposed class representative filed a claim with the CAT to bring collective proceedings against us, alleging that users of Airwave services during the period January 1, 2020 through July 31, 2023 suffered financial harm as a result of the pricing in effect during such time (the "Collective Proceeding").
The initial stage of the Collective Proceeding will involve "Certification" of the claim by the CAT, which we expect to be heard in 2025.
| Software and Services | | | Command Center | | | 3tc Software | | | Provider of control room software solutions. | | | $22 million and share-based compensation of $4 million | | | October 29, 2024 | | |
| Software and Services | | | Command Center | | | Noggin | | | Provider of cloud-based business continuity planning, operational resilience and critical event management software. | | | $91 million and share-based compensation of $19 million | | | July 1, 2024 | | |
| Products and Systems Integration | | | Video Security and Access Control | | | Silent Sentinel | | | Provider of specialized, long-range cameras. | | | $37 million | | | February 13, 2024 | | |
| *(In millions)* | | | 2024 | | | | | | 2023 | | | | | | *% Change* | | |
| Net sales | | | $ | 10,817 | | | | | $ | 9,978 | | | | | 8 | | % |
- an increase in the Software and Services segment, inclusive of $52 million of revenue from acquisitions, driven by an increase in Video and Command Center, partially offset by LMR services due to the revenue reduction on Airwave services in accordance with the Charge Control and the Company's exit of the Emergency Services Network contract with the Home Office in 2022, inclusive of the twelve months of transition services through the end of 2023 (the "ESN Exit");
- a $38 million, or 2% decrease in LMR services, driven by the revenue reduction on Airwave services in accordance with the Charge Control and the ESN Exit, partially offset by an increase in both the North America and International regions.
| *(In millions)* | | | 2024 | | | | | | 2023 | | | | | | *% Change* | | |
| Gross margin from Products and Systems Integration | | | $ | 3,668 | | | | | $ | 3,127 | | | | | 17 | | % |
| Gross margin from Software and Services | | | 1,844 | | | | | | 1,843 | | | | | | — | | % |
| Gross margin | | | $ | 5,512 | | | | | $ | 4,970 | | | | | 11 | | % |
- a 2.4% decrease gross margin as a percentage of net sales in the Software and Services segment, inclusive of acquisitions, driven by the revenue reduction on Airwave services in accordance with the Charge Control.
| *(In millions)* | | | 2024 | | | | | | 2023 | | | | | | *% Change* | | |
| SG&A expenses from Products and Systems Integration | | | $ | 1,392 | | | | | $ | 1,239 | | | | | 12 | | % |
| SG&A expenses from Software and Services | | | 360 | | | | | | 322 | | | | | | 12 | | % |
| SG&A expenses | | | $ | 1,752 | | | | | $ | 1,561 | | | | | 12 | | % |
Motorola Solutions is solving for safer.
Every day we come to work solving for safer communities, safer schools, safer hospitals, safer businesses, safer everywhere.
We are driven by our commitment to help make everywhere safer for all.
Organizations such as these utilize
These individuals include dispatchers who route calls to police, fire and emergency medical services, first responders in the field, intelligence
Our Command Center software supports all of these individuals through the three phases of incident or event: detection, response and resolution.
Detection software includes community engagement and alert applications for tip submissions, crime mapping and evidence submission, mass notification, panic buttons that can share real-time incident details and location, 911 call management software (including multimedia and AI-powered language transcription) and next-generation core services for 911 call routing.
Response software includes voice and computer aided dispatch (CAD) for dispatch and coordinating first response, collaboration software 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.
Resolution software includes centralized records for streamlined reporting and record-keeping, evidence management for gathering, managing and sharing multimedia evidence throughout an incident's lifecycle, and investigative tools that uncover connections across records, vehicles and images in an effort to identify crime trends.
Operating margins increased in 2023 to
Macroeconomic Events
During fiscal year 2023, we operated under 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.
Business” and “Part I.
Item 1A.
Risk Factors” in this Form 10-K.
In 2023, we experienced improved conditions with respect to availability of materials in the semiconductor market.
We reduced our inventory carrying levels as compared to 2022 in response to the improved supply conditions.
We continue to remain focused on improving our supplier network, engineering alternative designs and working to reduce supply shortages and effectively manage costs.
In addition, we continue to actively manage our inventory by diversifying the footprint of our supply chain operations, including by finalizing a strategic agreement relating to our video manufacturing operations during the first quarter of 2024, and maintaining increased levels of inventory in targeted areas to support increased demand and customer requirements.
CMA Update
In early 2023 the CMA issued its final decision which stated it will impose a prospective price control on Airwave.
We strongly disagreed with the CMA's final decision and we filed an appeal with the Competition Appeal Tribunal ("CAT").
On July 31, 2023, the CMA adopted a remedies order which implemented the price control set out in its final decision, which was suspended until the CAT dismissed our appeal on December 22, 2023.
On February 13, 2024, we filed an application with the United Kingdom Court of Appeal requesting that it hear our appeal.
As our appeal to the CAT has been dismissed, revenue will continue to be recognized according to the remedies order published by the CMA, unless the United Kingdom Court of Appeal were to reverse the remedies order.
| Command Center | | | Software and Services | | | 911 Datamaster, Inc. | | | Provider of Next Generation 911 data solutions that help to ensure emergency calls are accurately located and routed based on the caller's location. | | | $35 million and share-based compensation of $3 million | | | December 16, 2021 | | |
| Video Security and Access Control | | | Products and Systems Integration Software and Services | | | Openpath Security, Inc. | | | Provider of cloud-based mobile access control. | | | $298 million and share-based compensation of $29 million | | | July 15, 2021 | | |
Recently, 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 in early 2022 to achieving net zero emissions by 2050 for such entities' 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.
We expect the continuing impact of revenue reduction on Airwave services in 2024 due to the implementation of the CMA's remedies order.
Revenue will continue to be recognized according to the remedies order published by the CMA, unless the United Kingdom Court of Appeal were to reverse the remedies order.
Refer to "Recent Events" set forth in this “Part II.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K for a further discussion regarding the impact of the CMA's remedies order on our business.
- a $302 million increase in the Software and Services segment from 2022 to 2023, primarily driven by higher sales, a $147 million fixed asset impairment loss in 2022 that did not recur in 2023, related to assets constructed and used in the deployment of the ESN services contract with the Home Office which we have executed an agreement to exit, and a reduction in intangible amortization expenses, partially offset by the revenue reduction on Airwave services in 2023 due to the implementation of the CMA's remedies order, and higher expenses associated with acquired businesses.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net sales | | | $ | 9,112 | | | | | $ | 8,171 | | | | | 12 | | % |
- $112 million, or 28% growth in Video, inclusive of revenue from acquisitions, driven by the North America region;
An excerpt. Shown here: 40 of 239 rewritten, 40 of 114 added and 40 of 99 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
12 rewritten, 0 added, 5 removed, 23 unchanged
As of December 31, [removed: 2023,] [added: 2024,] we had $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: 2023] [added: 2024] would have increased the fair value of our debt by approximately [removed: $147] [added: $174] million at December 31, [removed: 2023.][added: 2024.]
We had outstanding foreign exchange contracts [added: with notional values] totaling [removed: $1.3] [added: $1.0] billion and [removed: $1.1] [added: $1.3] billion at the end of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively.
The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of December 31, [removed: 2023] [added: 2024] and the corresponding positions as of December 31, [removed: 2022:][added: 2023:]
| *Net Buy (Sell) by Currency* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Euro | | | $ | [removed: 322] [added: 150] | | | | | $ | [removed: 185] [added: 322] | |
| British pound | | | [removed: 252] [added: 124] | | | | | | [removed: 290] [added: 252] | | |
| Australian dollar | | | [removed: (140)] [added: (136)] | | | | | | [removed: (130)] [added: (140)] | | |
| Canadian dollar | | | [removed: 76] [added: 70] | | | | | | [removed: —] [added: 76] | | |
| Chinese renminbi | | | [removed: (66)] [added: (48)] | | | | | | [removed: (61)] [added: (66)] | | |
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: 2023] [added: 2024] would reduce the value of those monetary assets and liabilities by approximately [removed: $92] [added: $59] million.
[added: We believe, however,] that any such loss incurred would be offset by the effects of market rate movements on the respective underlying derivative financial instruments transactions.
In order to manage interest rate exposure, during the year ended December 31, 2023, we entered into Treasury rate lock agreements to protect against unfavorable interest rate changes related to forecasted debt transactions.
These derivatives are designated as cash flow hedges with unrealized gains and losses deferred in other comprehensive income.
The derivatives will be settled upon the issuance of the related debt and gains and losses generated from the derivatives will be recognized within interest expense over the same period that the hedged interest payments affect earnings.
We entered into Treasury rate lock agreements in a cash flow hedging relationship with a notional amount of $200 million as of December 31, 2023 and did not enter into any such agreements as of December 31, 2022.
We believe, however,
Item 1. Business
89 rewritten, 26 added, 38 removed, 175 unchanged
[removed: We are] [added: Our work as] a global leader in public safety and enterprise [removed: security,] [added: security is] grounded in nearly 100 years of close customer and community collaboration.
We design and advance technology for more than 100,000 public safety and enterprise customers in over 100 [removed: countries.][added: countries, driven by our commitment to help make everywhere safer for all.]
We are building [added: and connecting] an ecosystem of safety and security technologies [removed: that helps] [added: to help] protect people, property and places, which [removed: include] [added: includes] Land Mobile Radio Communications ("LMR" or "LMR Communications"), Video Security and Access Control ("Video") [added: and Command Center.]
Across all three technologies, we offer [added: on-premises,] cloud-based and hybrid [removed: solutions, cybersecurity services,] software [added: solutions,] and [removed: subscriptions] services [removed: as well] [added: such] as [added: cybersecurity subscription services and] managed and support services.
[removed: We are connecting] [added: As a provider to both] public safety [removed: agencies] and [removed: enterprises to enable] [added: enterprises, our technologies can connect those in need with those who can help, enabling] the collaboration that is critical for a [added: more] proactive approach to safety and security.
We manage our business organizationally through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, we have [added: three] principal product lines [removed: that also follow our three major technologies:][added: in which we report net sales:]
- Video: Cameras (fixed, body-worn, in-vehicle), access control, [added: sensors,] infrastructure, video management, software and artificial intelligence ("AI")-powered analytics that help enable visibility and bring attention to what’s important; and
In [removed: 2023,] [added: 2024,] the segment’s net sales were [removed: $6.2] [added: $6.9] billion, representing [removed: 63%] [added: 64%] of our consolidated net sales.
Our LMR Communications technology includes infrastructure and devices for LMR, [added: as well as devices for] public safety Long Term Evolution (“LTE”) and [removed: enterprise-grade private] [added: public carrier] LTE.
We believe that public safety agencies and enterprises continue to trust LMR communications systems and devices because they are purpose-built and designed for reliability, availability, security and resiliency to [removed: withstand] [added: help keep people connected even during] the most challenging conditions.
Examples include application services such as GPS location to better protect lone workers, job dispatch to [removed: share detailed information] [added: assign tasks] and [added: work orders and] over-the-air programming to optimize device uptime.
Primary sources of revenue for this technology come from selling devices and building communications [removed: networks,] [added: systems,] including [removed: infrastructure,] [added: the] installation and integration [removed: with] [added: of] our [added: infrastructure equipment within our] customers’ technology environments.
The LMR technology within the Products and Systems Integration segment represented [removed: 82%] [added: 83%] of the net sales of the total segment in [removed: 2023.][added: 2024.]
Our Video technology includes video management infrastructure, AI-powered security cameras including fixed and certain mobile video [removed: equipment] [added: equipment,] as well as [removed: on-premise] [added: on-premises] and cloud-based access control solutions.
We deploy video security and access control solutions to thousands of government and enterprise customers around the world, including schools, transportation [added: systems, healthcare centers, public venues, commercial real estate, utilities, prisons, factories, casinos, airports, financial institutions, government facilities, state and local law enforcement agencies and retailers.]
Our view is that government and public safety customers [removed: in particular] are increasingly turning to video security technologies, including fixed and mobile cameras, to increase visibility, accountability and safety for [removed: citizens,] communities and first responders alike.
[removed: Additionally, we] [added: We] believe that [removed: government,] [added: governments,] public safety agencies and enterprises are increasingly turning to scalable, cloud-based multi-factor authentication access control to make their facilities more secure.
The Video technology within the Products and Systems Integration segment represented [removed: 18%] [added: 17%] of the net sales of the total segment in [removed: 2023.][added: 2024.]
In [removed: 2023,] [added: 2024,] the segment’s net sales were [removed: $3.7] [added: $3.9] billion, representing [removed: 37%] [added: 36%] of our consolidated net sales.
Managed services range from partial to full operational support of customer-owned or Motorola Solutions-owned communications [removed: networks.][added: systems.]
The LMR technology within the Software and Services segment represented [removed: 64%] [added: 60%] of the net sales of the total segment in [removed: 2023.][added: 2024.]
Video software includes video network management software, decision management and digital evidence management software, certain mobile video [removed: equipment,] [added: equipment] and advanced vehicle location data analysis software, including license plate recognition.
Given the growing volume of video content, we believe that analytics are critical to [removed: deliver] [added: delivering] meaningful, action-oriented insights.
For example, AI-powered analytics can highlight [removed: unusual behavior such as] a person at a facility out of [removed: hours,] [added: hours (unusual activity),] locate a missing child at a theme park [removed: with Appearance Search,] [added: (appearance search),] flag a vehicle of interest at a school [removed: through license] [added: (license] plate [removed: recognition,] [added: recognition),] send an alert [removed: through access control] if doors [added: to a restricted area] are propped open at a [removed: hospital,] [added: hospital (access control),] or trigger [removed: parallel workflows by activating] a school's customized lockdown plan while simultaneously alerting first responders [removed: with] [added: and sharing] video footage [added: from] inside the school.
Our cloud technologies can offer organizations the ability to access, search and manage their video [removed: security] [added: security, intrusion] and access control system from a centralized dashboard, accessible on remote devices such as smartphones and laptops.
Additionally, our [added: on-premises] fixed video systems can be connected to the cloud, providing our customers with the ability to securely access [added: and manage] video across their sites from a remote or central monitoring location.
The Video technology within the Software and Services segment represented [removed: 16%] [added: 20%] of the net sales of the total segment in [removed: 2023.][added: 2024.]
Our Command Center portfolio consists of [removed: native cloud, hybrid and] [added: cloud-native,] on-premises [added: and hybrid] 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 [removed: information to] [added: information,] coordinate a response and manage the [removed: post-incident] [added: incident to] resolution.
[added: These individuals] include [added: call takers who answer and triage 911 calls;] dispatchers who route calls to police, fire and emergency medical [removed: services,] [added: services to manage the response;] first responders [removed: in the field,] [added: who support on scene;] intelligence analysts who [removed: manage real-time operations,] [added: support the incident;] records [added: and evidence] specialists who preserve [removed: the integrity of] information and [removed: evidence,] [added: evidence; detectives who manage cases;] crime analysts who identify patterns and accelerate [removed: investigations,] [added: investigations;] and corrections officers who oversee jail and inmate management.
[removed: Additionally, to] [added: 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 [removed: enterprise settings] [added: enterprises] and communities can communicate and collaborate directly with public safety agencies, particularly during emergencies.
[removed: We remain focused on strengthening the intersection of public safety and enterprise security, offering] [added: Our Command Center portfolio offers] solutions that are designed to help [removed: individuals,] [added: community members,] enterprises and public safety agencies work together and share [removed: the] information in an effort to help prevent critical [removed: incidents] [added: events] from [removed: occurring] [added: escalating] and better inform an emergency response when an incident unfolds.
Finally, as the Command Center market continues to evolve from on-premises to hybrid and cloud [removed: "software-as-a-service" ("SaaS")] technologies to improve their operations, [removed: reduce response times and increase officer availability,] we offer both [removed: native cloud-based] [added: cloud-native] applications and cloud features that enhance on-premises applications.
The Command Center technology within the Software and Services segment represented 20% of the net sales of the total segment in [removed: 2023.][added: 2024.]
Our customer base is fragmented and widespread when considering the many levels of [removed: government] [added: government,] public safety agency and private sector decision-makers that procure and use our products and services.
Serving this global customer base spanning federal, state, county, province, territory, municipal, and departmental independent bodies, along with our [removed: commercial] [added: enterprise] and industrial customers, requires a significant go-to-market investment.
The independent software vendors offer customized applications that meet [added: the] specific needs of the customers we serve.
Our largest [removed: customers are] [added: customer is] the U.S. government (through multiple contracts with its various branches and agencies, including the armed services) [removed: and the Home Office of the United Kingdom ("the Home Office"),] representing approximately [removed: 8% and 6%] [added: 9%] of our consolidated net sales in [removed: 2023, respectively.][added: 2024.]
The loss of [removed: these customers] [added: this customer] could have a material adverse effect on our revenue and earnings over several quarters as many of our contracts with [removed: these governments] [added: the U.S. government] are long-term in nature.
Risk [removed: Factors” in] [added: Factors: of] this Form 10-K.
Generally, contractual payment terms range from 30 to 45 days from the invoice date within North America and typically do not exceed 90 days from the invoice date in regions outside of North [added: America.]
Overview | Solving for safer
Motorola Solutions' business is safety and security.
Every day we work to deliver on our commitment of helping to create safer communities, safer schools, safer hospitals and safer businesses.
We support police, fire and other emergency responders to help protect communities, while our base of enterprise customers, including schools, hospitals, businesses and stadiums, continues to grow as the criticality of safety and security becomes increasingly important.
We also offer High Frequency (HF) and Very High Frequency (VHF) communications technology to military, government and relief agency customers who require dynamic and mobile point-to-point voice communications in remote environments without the need for fixed infrastructure.
Our Command Center software is designed to support an emergency response.
In the 911 communications center, we offer call-taking and management software (including multimedia communication capabilities and AI-powered call transcription and language translation), and voice and computer-aided dispatch software to assign first responders to incidents.
For emergency management teams, we offer mass notification and alerting (including panic button mobile applications), and incident collaboration software that aids in coordinating a multi-disciplinary response.
In the field, we offer mobile applications that help first responders to collaborate with each other, remain connected to the information they need, manage an incident, capture critical information to support investigations, and remotely file reports.
For information and support services teams, we offer integrated records and evidence management software, as well as solutions for managing tips and publishing crime maps to aid community engagement.
For intelligence and investigations teams, we offer software that can unify voice, video and data in order to increase situational awareness from a single map-based view during a real-time incident response, and investigative tools to help uncover connections across records to generate leads and help close cases.
For enterprises, we provide incident management and business resilience solutions that help secure people and facilities, as well as share information with public safety when an incident necessitates it.
| | | | $ | 14,697 | | | | | $ | 14,259 | |
In 2024, as a result of the Home Office's notice of a contract extension (the "Deferred National Shutdown Notice"), we recorded additional backlog of $748 million to reflect an incremental three years of services extending through December 31, 2029.
Subsequently, we filed an action with the U.K. High Court challenging the Deferred National Shutdown Notice as being in breach of U.K. procurement and public law.
The trial in this matter is currently set to commence on April 22, 2025.
The backlog related to the incremental years of service contemplated in the Deferred National Shutdown Notice could change depending on the outcome of proceedings.
| Software and Services | | | Command Center | | | 3tc Software | | | Provider of control room software solutions. | | | $22 million and share-based compensation of $4 million | | | October 29, 2024 | | |
| Software and Services | | | Command Center | | | Noggin | | | Provider of cloud-based business continuity planning, operational resilience and critical event management software. | | | $91 million and share-based compensation of $19 million | | | July 1, 2024 | | |
| Products and Systems Integration | | | Video Security and Access Control | | | Silent Sentinel | | | Provider of specialized, long-range cameras. | | | $37 million | | | February 13, 2024 | | |
We engage with global contract manufacturers who manufacture the majority of our products, across a diverse network of manufacturing locations worldwide, including facilities for our products in Mexico, Malaysia and Canada.
We also manufacture, assemble, customize, stage and integrate products in the U.S.
In addition, other rare earth materials are components used within our semiconductor manufacturing operations.
We are committed to fostering a culture where all of our employees can thrive, our customers and communities are supported, and our partners recognize and share in our values.
We invest in a broad spectrum of programs each year to support all employees globally, including our business councils that are open to all employees to enable networking and engagement across the company.
We continued to see high levels of employee participation in 2024.
Overview
Motorola Solutions is solving for safer.
Every day we come to work solving for safer communities, safer schools, safer hospitals, safer businesses, safer everywhere.
We are driven by our commitment to help make everywhere safer for all.
and Command Center.
In addition to our support of police, fire and other emergency responders, we have a growing base of enterprise customers, such as schools, hospitals and stadiums.
We support the intersection of public, private and people, connecting those in need with those who can help.
systems, healthcare centers, public venues, commercial real estate, utilities, prisons, factories, casinos, airports, financial institutions, government facilities, state and local law enforcement agencies and retailers.
These individuals
Our Command Center software supports all of these individuals through the three phases of incident or event: detection, response and resolution.
Detection software includes community engagement and alert applications for tip submissions, crime mapping and evidence submission, mass notification, panic buttons that can share real-time incident details and location, 911 call management software (including multimedia and AI-powered language transcription) and next-generation core services for 911 call routing.
Response software includes voice and computer-aided dispatch (CAD) for dispatch and coordinating first response, collaboration software 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.
Resolution software includes centralized records for streamlined reporting and record keeping, evidence management for gathering, managing and sharing multimedia evidence throughout an incident's lifecycle, and investigative tools that uncover connections across records, vehicles and images in an effort to identify crime trends.
For further discussion of our contracts with the Home Office, see "Part II.
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
Item 1A.
America.
For example, our Command Center suite can integrate our customers’ LMR systems to provide unified voice and data information throughout the critical 911 workflow.
Adding Video enables multimedia collaboration and offers visibility for police officers within the command center and in the field.
As demand for technologies continues to grow, we may face additional competition from public telecommunications carriers and telecommunications equipment providers to small video solutions startups.
| | | | $ | 14,259 | | | | | $ | 14,347 | |
| Command Center | | | Software and Services | | | 911 Datamaster, Inc. | | | Provider of Next Generation 911 data solutions that help to ensure emergency calls are accurately located and routed based on the caller's location. | | | $35 million and share-based compensation of $3 million | | | December 16, 2021 | | |
| Video Security and Access Control | | | Products and Systems Integration Software and Services | | | Openpath Security, Inc. | | | Provider of cloud-based mobile access control. | | | $298 million and share-based compensation of $29 million | | | July 15, 2021 | | |
In 2023, we reduced our inventory carrying levels as compared to 2022, in response to improved supply conditions of semiconductors.
We expect to continue to actively manage our inventory levels in the future, including by continuing to carry increased levels of inventory in targeted areas to support increased demand and customer requirements.
Availability of required materials and components is generally dependable; however, particularly within the semiconductor market, fluctuations in supply and market demand in 2023 continued to cause selective shortages and increased costs driven by the need to purchase semiconductor components from alternative sources, including brokers.
Due to the improvements in semiconductor supply in 2023, we reduced our need for alternative sources and brokers as compared to 2022, and we expect continued reductions in 2024.
In 2023, we finalized a strategic agreement to sell our video manufacturing operations to a contract manufacturer, including the transfer of employees.
For a description of risks related to our use of the services of subcontractors, refer to "Part I.
any time.
We value diversity, equity and inclusion (“DEI”), and continue to incorporate DEI practices into our recruiting.
We maintain partnerships with organizations that help generate a diverse and inclusive talent pipeline.
In 2023, we launched GO ALL INclusive, an initiative aimed at celebrating and promoting our "inclusive" corporate value by highlighting ways in which all employees can reflect, recognize and reward inclusive behaviors.
We also grew membership within our eight business councils with the goal of enabling employees from diverse backgrounds to feel a sense of belonging in a supportive community and safe environment.
Juneteenth was designated as a paid company holiday for all U.S. employees and added to the U.S. holiday calendar, while National Day for Truth and Reconciliation was designated as a paid company holiday for all Canadian employees and added to the Canadian holiday calendar - both beginning in 2024.
Finally, we published demographic data on our DEI website, including regarding employees who self identify as LGBTQ+, Veteran or Persons with Disabilities.
The Motorola Solutions Foundation also increased its charitable giving as compared to 2022.
An excerpt. Shown here: 40 of 89 rewritten, all 26 added and all 38 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings
1 rewritten, 2 added, 0 removed, 3 unchanged
Refer to the description of "Hytera [added: Civil] Litigation" in "Note 12: Commitments and Contingencies” to our consolidated financial statements included in [removed: Part II, Item 8 of this Form 10-K for information regarding our legal proceedings.][added: "Part II.]
Item 8.
Financial Statements and Supplementary Data" of this Form 10-K for information regarding our legal proceedings.
Cover and table of contents
38 rewritten, 12 added, 12 removed, 74 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June [removed: 30, 2023] [added: 28, 2024] (the last business day of the registrant’s most recently completed second quarter) was approximately [removed: $43.0] [added: $56.3] billion.
The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of February [removed: 5, 2024] [added: 7, 2025] was [removed: 166,132,981.][added: 166,936,952.]
Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with its [removed: 2024] [added: 2025] Annual Meeting of Shareholders (the "Proxy Statement"), to be filed within 120 days of the end of the fiscal year ended December 31, [removed: 2023,] [added: 2024,] are incorporated by reference into Part III of this Annual Report on Form 10-K (this "Form 10-K").
| [Item 1. [removed: Business](#ia329186448a342b7a6a1ee1afcc83411_16)] [added: Business](#ifacc497540524f7e824d518b5fa71b3e_16)] | | | [removed: [3](#ia329186448a342b7a6a1ee1afcc83411_16)] [added: [4](#ifacc497540524f7e824d518b5fa71b3e_16)] | | |
| [Business [removed: Organization](#ia329186448a342b7a6a1ee1afcc83411_22)] [added: Organization](#ifacc497540524f7e824d518b5fa71b3e_22)] | | | [removed: [4](#ia329186448a342b7a6a1ee1afcc83411_22)] [added: [4](#ifacc497540524f7e824d518b5fa71b3e_22)] | | |
| [Customers and [removed: Contracts](#ia329186448a342b7a6a1ee1afcc83411_25)] [added: Contracts](#ifacc497540524f7e824d518b5fa71b3e_25)] | | | [removed: [6](#ia329186448a342b7a6a1ee1afcc83411_25)] [added: [7](#ifacc497540524f7e824d518b5fa71b3e_25)] | | |
| [Other [removed: Information](#ia329186448a342b7a6a1ee1afcc83411_34)] [added: Information](#ifacc497540524f7e824d518b5fa71b3e_34)] | | | [removed: [7](#ia329186448a342b7a6a1ee1afcc83411_34)] [added: [7](#ifacc497540524f7e824d518b5fa71b3e_34)] | | |
| [Research and [removed: Development](#ia329186448a342b7a6a1ee1afcc83411_46)] [added: Development](#ifacc497540524f7e824d518b5fa71b3e_46)] | | | [removed: [9](#ia329186448a342b7a6a1ee1afcc83411_46)] [added: [10](#ifacc497540524f7e824d518b5fa71b3e_46)] | | |
| [Intellectual Property [removed: Matters](#ia329186448a342b7a6a1ee1afcc83411_49)] [added: Matters](#ifacc497540524f7e824d518b5fa71b3e_49)] | | | [removed: [9](#ia329186448a342b7a6a1ee1afcc83411_49)] [added: [10](#ifacc497540524f7e824d518b5fa71b3e_49)] | | |
| [Inventory and Raw [removed: Materials](#ia329186448a342b7a6a1ee1afcc83411_52)] [added: Materials](#ifacc497540524f7e824d518b5fa71b3e_52)] | | | [removed: [9](#ia329186448a342b7a6a1ee1afcc83411_52)] [added: [10](#ifacc497540524f7e824d518b5fa71b3e_52)] | | |
| [Government [removed: Regulations](#ia329186448a342b7a6a1ee1afcc83411_55)] [added: Regulations](#ifacc497540524f7e824d518b5fa71b3e_55)] | | | [removed: [10](#ia329186448a342b7a6a1ee1afcc83411_55)] [added: [11](#ifacc497540524f7e824d518b5fa71b3e_55)] | | |
| [Human Capital [removed: Management](#ia329186448a342b7a6a1ee1afcc83411_58)] [added: Management](#ifacc497540524f7e824d518b5fa71b3e_58)] | | | [removed: [10](#ia329186448a342b7a6a1ee1afcc83411_58)] [added: [12](#ifacc497540524f7e824d518b5fa71b3e_58)] | | |
| [Material [removed: Dispositions](#ia329186448a342b7a6a1ee1afcc83411_61)] [added: Dispositions](#ifacc497540524f7e824d518b5fa71b3e_61)] | | | [removed: [11](#ia329186448a342b7a6a1ee1afcc83411_61)] [added: [12](#ifacc497540524f7e824d518b5fa71b3e_61)] | | |
| [Available [removed: Information](#ia329186448a342b7a6a1ee1afcc83411_64)] [added: Information](#ifacc497540524f7e824d518b5fa71b3e_64)] | | | [removed: [11](#ia329186448a342b7a6a1ee1afcc83411_64)] [added: [13](#ifacc497540524f7e824d518b5fa71b3e_64)] | | |
| [Item 1A. Risk [removed: Factors](#ia329186448a342b7a6a1ee1afcc83411_67)] [added: Factors](#ifacc497540524f7e824d518b5fa71b3e_67)] | | | [removed: [13](#ia329186448a342b7a6a1ee1afcc83411_67)] [added: [14](#ifacc497540524f7e824d518b5fa71b3e_67)] | | |
| [Item 1B. Unresolved Staff [removed: Comments](#ia329186448a342b7a6a1ee1afcc83411_70)] [added: Comments](#ifacc497540524f7e824d518b5fa71b3e_70)] | | | [removed: [24](#ia329186448a342b7a6a1ee1afcc83411_70)] [added: [26](#ifacc497540524f7e824d518b5fa71b3e_70)] | | |
| [Item 2. [removed: Properties](#ia329186448a342b7a6a1ee1afcc83411_73)] [added: Properties](#ifacc497540524f7e824d518b5fa71b3e_76)] | | | [removed: [26](#ia329186448a342b7a6a1ee1afcc83411_73)] [added: [28](#ifacc497540524f7e824d518b5fa71b3e_76)] | | |
| [Item 3. Legal [removed: Proceedings](#ia329186448a342b7a6a1ee1afcc83411_76)] [added: Proceedings](#ifacc497540524f7e824d518b5fa71b3e_79)] | | | [removed: [26](#ia329186448a342b7a6a1ee1afcc83411_76)] [added: [28](#ifacc497540524f7e824d518b5fa71b3e_79)] | | |
| [Item 4. Mine Safety [removed: Disclosures](#ia329186448a342b7a6a1ee1afcc83411_79)] [added: Disclosures](#ifacc497540524f7e824d518b5fa71b3e_82)] | | | [removed: [26](#ia329186448a342b7a6a1ee1afcc83411_79)] [added: [28](#ifacc497540524f7e824d518b5fa71b3e_82)] | | |
| [Information about our Executive [removed: Officers](#ia329186448a342b7a6a1ee1afcc83411_82)] [added: Officers](#ifacc497540524f7e824d518b5fa71b3e_85)] | | | [removed: [26](#ia329186448a342b7a6a1ee1afcc83411_82)] [added: [29](#ifacc497540524f7e824d518b5fa71b3e_85)] | | |
| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia329186448a342b7a6a1ee1afcc83411_88)] [added: Securities](#ifacc497540524f7e824d518b5fa71b3e_91)] | | | [removed: [28](#ia329186448a342b7a6a1ee1afcc83411_88)] [added: [30](#ifacc497540524f7e824d518b5fa71b3e_91)] | | |
| [Item [removed: 6.](#ia329186448a342b7a6a1ee1afcc83411_91) [\[](#ia329186448a342b7a6a1ee1afcc83411_91)Reserved\]] [added: 6.](#ifacc497540524f7e824d518b5fa71b3e_94) [\[](#ifacc497540524f7e824d518b5fa71b3e_94)Reserved\]] | | | [removed: [30](#ia329186448a342b7a6a1ee1afcc83411_91)] [added: [32](#ifacc497540524f7e824d518b5fa71b3e_94)] | | |
| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia329186448a342b7a6a1ee1afcc83411_94)] [added: Operations](#ifacc497540524f7e824d518b5fa71b3e_97)] | | | [removed: [31](#ia329186448a342b7a6a1ee1afcc83411_94)] [added: [33](#ifacc497540524f7e824d518b5fa71b3e_97)] | | |
| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia329186448a342b7a6a1ee1afcc83411_118)] [added: Risk](#ifacc497540524f7e824d518b5fa71b3e_127)] | | | [removed: [51](#ia329186448a342b7a6a1ee1afcc83411_118)] [added: [55](#ifacc497540524f7e824d518b5fa71b3e_127)] | | |
| [Item 8. Financial Statements and Supplementary [removed: Data](#ia329186448a342b7a6a1ee1afcc83411_121)] [added: Data](#ifacc497540524f7e824d518b5fa71b3e_130)] | | | [removed: [53](#ia329186448a342b7a6a1ee1afcc83411_121)] [added: [56](#ifacc497540524f7e824d518b5fa71b3e_130)] | | |
| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia329186448a342b7a6a1ee1afcc83411_223)] [added: Disclosure](#ifacc497540524f7e824d518b5fa71b3e_235)] | | | [removed: [101](#ia329186448a342b7a6a1ee1afcc83411_223)] [added: [105](#ifacc497540524f7e824d518b5fa71b3e_235)] | | |
| [Item 9A. Controls and [removed: Procedures](#ia329186448a342b7a6a1ee1afcc83411_226)] [added: Procedures](#ifacc497540524f7e824d518b5fa71b3e_238)] | | | [removed: [101](#ia329186448a342b7a6a1ee1afcc83411_226)] [added: [105](#ifacc497540524f7e824d518b5fa71b3e_238)] | | |
| [Item 9B. Other [removed: Information](#ia329186448a342b7a6a1ee1afcc83411_229)] [added: Information](#ifacc497540524f7e824d518b5fa71b3e_241)] | | | [removed: [101](#ia329186448a342b7a6a1ee1afcc83411_229)] [added: [105](#ifacc497540524f7e824d518b5fa71b3e_241)] | | |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia329186448a342b7a6a1ee1afcc83411_232)] [added: Inspections](#ifacc497540524f7e824d518b5fa71b3e_244)] | | | [removed: [101](#ia329186448a342b7a6a1ee1afcc83411_232)] [added: [105](#ifacc497540524f7e824d518b5fa71b3e_244)] | | |
| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#ia329186448a342b7a6a1ee1afcc83411_238)] [added: Governance](#ifacc497540524f7e824d518b5fa71b3e_250)] | | | [removed: [102](#ia329186448a342b7a6a1ee1afcc83411_238)] [added: [106](#ifacc497540524f7e824d518b5fa71b3e_250)] | | |
| [Item 11. Executive [removed: Compensation](#ia329186448a342b7a6a1ee1afcc83411_241)] [added: Compensation](#ifacc497540524f7e824d518b5fa71b3e_253)] | | | [removed: [102](#ia329186448a342b7a6a1ee1afcc83411_241)] [added: [106](#ifacc497540524f7e824d518b5fa71b3e_253)] | | |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia329186448a342b7a6a1ee1afcc83411_244)] [added: Matters](#ifacc497540524f7e824d518b5fa71b3e_256)] | | | [removed: [102](#ia329186448a342b7a6a1ee1afcc83411_244)] [added: [106](#ifacc497540524f7e824d518b5fa71b3e_256)] | | |
| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ia329186448a342b7a6a1ee1afcc83411_247)] [added: Independence](#ifacc497540524f7e824d518b5fa71b3e_259)] | | | [removed: [102](#ia329186448a342b7a6a1ee1afcc83411_247)] [added: [106](#ifacc497540524f7e824d518b5fa71b3e_259)] | | |
| [Item 14. Principal Accounting Fees and [removed: Services](#ia329186448a342b7a6a1ee1afcc83411_250)] [added: Services](#ifacc497540524f7e824d518b5fa71b3e_262)] | | | [removed: [102](#ia329186448a342b7a6a1ee1afcc83411_250)] [added: [106](#ifacc497540524f7e824d518b5fa71b3e_262)] | | |
| [Item 15. Exhibits and Financial Statement [removed: Schedules](#ia329186448a342b7a6a1ee1afcc83411_256)] [added: Schedules](#ifacc497540524f7e824d518b5fa71b3e_268)] | | | [removed: [103](#ia329186448a342b7a6a1ee1afcc83411_256)] [added: [107](#ifacc497540524f7e824d518b5fa71b3e_268)] | | |
| [Item 16. Form 10-K [removed: Summary](#ia329186448a342b7a6a1ee1afcc83411_268)] [added: Summary](#ifacc497540524f7e824d518b5fa71b3e_280)] | | | [removed: [107](#ia329186448a342b7a6a1ee1afcc83411_268)] [added: [111](#ifacc497540524f7e824d518b5fa71b3e_280)] | | |
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) [removed: future product development and the] demand for, growth related to, and benefits of, new products, (c) customer spending and behavior and requests for vendor financing, (d) the impact of our strategy and focus areas, (e) the impact from the loss of key customers, (f) [removed: increased competition and] our [removed: competitive position, (g) our] practice of subcontracting work to other companies to fulfill customer needs, [removed: (h)] [added: (g)] the impact of existing and future regulatory matters [removed: (including with respect to climate change)] on our business, [removed: (i)] [added: (h)] the firmness of each segment's backlog and recognizing backlog as revenue, [added: (i) the impact on our business relating to the notice of a contract extension for the Airwave service received from the Home Office of the United Kingdom,] (j) the competitiveness of the patent portfolio, [added: and] (k) the [removed: impact of research] [added: availability] and [removed: development, (l) the availability,] costs [removed: and inventory levels] of materials and components, energy supplies and labor and the impact of such [removed: availability, costs and inventory levels, and (m) our human capital management strategy] [added: availability] and [removed: philosophy;] [added: costs;] (2) "Risk Factors," about potential impacts of the risks we face; (3) [added: "Cybersecurity," about potential impacts of risks from cybersecurity threats; (4)] “Legal Proceedings,” about the ultimate disposition of pending legal matters and timing; [removed: (4) "Cybersecurity,"] [added: (5) "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,"] about [added: the] potential [removed: impacts] [added: return] of [removed: risks from cybersecurity threats; (5)] [added: capital to our shareholders through dividend payments; (6)] “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the [removed: availability and costs of materials and components (including inventory levels) and the] impact [removed: of such availability and costs (including our actions in response to such availability and costs), (b) the impact of global economic and political conditions] on our [removed: business, (c) the impact on our] business of the United Kingdom’s Competition and Markets Authority’s [removed: remedies order] [added: prospective price control] regarding [added: Airwave, (b) the impact on our business regarding the notice of a contract extension for the] Airwave [removed: (including] [added: service received from the Home Office of the United Kingdom, (c)] our [removed: actions in response),] [added: expectations regarding the Airwave collective proceeding claim with the Competition Appeal Tribunal,] (d) the impact of acquisitions [added: and other investments] on our business, (e) the impact of existing and future laws, regulations, international treaties and industry standards relating to climate change [added: and other environmental and social impacts] on our business, (f) market [removed: growth/contraction,] [added: growth,] demand, spending and resulting opportunities, (g) industry growth and demand, including opportunities resulting from such growth, (h) expected impacts to operating leverage, (i) the growth of sales opportunities in our [removed: LMR Communications, Video Security] [added: Products] and [removed: Access Control] [added: Systems Integration] and [removed: Command Center technologies,] [added: Software and Services segments,] (j) the return of capital to shareholders through dividends and/or repurchasing shares, (k) the impact and success of our business strategy and portfolio, (l) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs, (m) future exit costs related to our exit of the Emergency Services Network contract with the Home Office of the United Kingdom, (n) our ability and cost to repatriate funds, (o) the liquidity of our investments, (p) our ability and cost to access the capital markets, (q) our [removed: repurchase of $1.0 billion of 1.75% convertible notes due 2024 issued to Silver Lake Partners, (r) our] ability to borrow and the amount available under our credit facilities, [removed: (s)] [added: (r)] adequacy of internal resources to fund expected working capital, capital expenditure and cash requirements, [removed: (t)] [added: (s)] expected payments pursuant to commitments under agreements and other obligations in the short-term and long-term, [removed: (u)] [added: (t)] the ability to meet minimum purchase obligations, [removed: (v)] [added: (u)] the impact of contractual damage claims exceeding the underlying contract value, [removed: (w)] [added: (v)] our ability to sell accounts receivable and the terms and amounts of such sales, [removed: (x)] [added: (w)] the outcome and effect of ongoing and future legal proceedings, [added: (x) requests for vendor financing,] and (y) the impact of the adoption of accounting pronouncements on our financial results; and [removed: (5)] [added: (7)] “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency risk, [removed: (b) the impact of interest rate risk,] and [removed: (c)] [added: (b)] future hedging activity and expectations of the Company.
| [PART I](#ifacc497540524f7e824d518b5fa71b3e_13) | | | [3](#ifacc497540524f7e824d518b5fa71b3e_13) | | |
| [Overview](#ifacc497540524f7e824d518b5fa71b3e_19) | | | [4](#ifacc497540524f7e824d518b5fa71b3e_19) | | |
| [Competition](#ifacc497540524f7e824d518b5fa71b3e_28) | | | [7](#ifacc497540524f7e824d518b5fa71b3e_28) | | |
| [Backlog](#ifacc497540524f7e824d518b5fa71b3e_37) | | | [7](#ifacc497540524f7e824d518b5fa71b3e_37) | | |
| [Item 1C. Cybersecurity](#ifacc497540524f7e824d518b5fa71b3e_73) | | | [26](#ifacc497540524f7e824d518b5fa71b3e_73) | | |
| [PART II](#ifacc497540524f7e824d518b5fa71b3e_88) | | | [30](#ifacc497540524f7e824d518b5fa71b3e_88) | | |
| [PART III](#ifacc497540524f7e824d518b5fa71b3e_247) | | | [106](#ifacc497540524f7e824d518b5fa71b3e_247) | | |
| [PART IV](#ifacc497540524f7e824d518b5fa71b3e_265) | | | [107](#ifacc497540524f7e824d518b5fa71b3e_265) | | |
| [15(a)(1) Financial Statements](#ifacc497540524f7e824d518b5fa71b3e_271) | | | [107](#ifacc497540524f7e824d518b5fa71b3e_271) | | |
| [15(a)(2) Financial Statement Schedule](#ifacc497540524f7e824d518b5fa71b3e_274)s | | | [107](#ifacc497540524f7e824d518b5fa71b3e_274) | | |
| [15(a)(3) Exhibits](#ifacc497540524f7e824d518b5fa71b3e_277) | | | [107](#ifacc497540524f7e824d518b5fa71b3e_277) | | |
| [Signatures](#ifacc497540524f7e824d518b5fa71b3e_283) | | | [112](#ifacc497540524f7e824d518b5fa71b3e_283) | | |
| [PART I](#ia329186448a342b7a6a1ee1afcc83411_13) | | | [3](#ia329186448a342b7a6a1ee1afcc83411_13) | | |
| [Overview](#ia329186448a342b7a6a1ee1afcc83411_19) | | | [3](#ia329186448a342b7a6a1ee1afcc83411_19) | | |
| [Competition](#ia329186448a342b7a6a1ee1afcc83411_28) | | | [7](#ia329186448a342b7a6a1ee1afcc83411_28) | | |
| [Backlog](#ia329186448a342b7a6a1ee1afcc83411_37) | | | [7](#ia329186448a342b7a6a1ee1afcc83411_37) | | |
| [I](#ia329186448a342b7a6a1ee1afcc83411_2084)[tem 1C. Cybersecurity](#ia329186448a342b7a6a1ee1afcc83411_2084) | | | [24](#ia329186448a342b7a6a1ee1afcc83411_2084) | | |
| [PART II](#ia329186448a342b7a6a1ee1afcc83411_85) | | | [28](#ia329186448a342b7a6a1ee1afcc83411_85) | | |
| [PART III](#ia329186448a342b7a6a1ee1afcc83411_235) | | | [102](#ia329186448a342b7a6a1ee1afcc83411_235) | | |
| [PART IV](#ia329186448a342b7a6a1ee1afcc83411_253) | | | [103](#ia329186448a342b7a6a1ee1afcc83411_253) | | |
| [15(a)(1) Financial Statements](#ia329186448a342b7a6a1ee1afcc83411_259) | | | [103](#ia329186448a342b7a6a1ee1afcc83411_259) | | |
| [15(a)(2) Financial Statement Schedule](#ia329186448a342b7a6a1ee1afcc83411_262)s | | | [103](#ia329186448a342b7a6a1ee1afcc83411_262) | | |
| [15(a)(3) Exhibits](#ia329186448a342b7a6a1ee1afcc83411_265) | | | [103](#ia329186448a342b7a6a1ee1afcc83411_265) | | |
| [Signatures](#ia329186448a342b7a6a1ee1afcc83411_271) | | | [108](#ia329186448a342b7a6a1ee1afcc83411_271) | | |
Item 1C. Cybersecurity
13 rewritten, 1 added, 5 removed, 30 unchanged
This procedure includes formal steps to review incidents and implement improvements, including steps to involve the Vice President of Cybersecurity & Information Technology [removed: Infrastructure and Corporate Vice President of Cybersecurity Services (described further below),] [added: Infrastructure,] as appropriate.
The ERM assessment considers the probability, impact and velocity of potential [removed: risks and provides] [added: risks, providing] management and the Audit Committee with an overarching and objective view of the [added: Company's] risk management [removed: activities of the Company.][added: activities.]
The engagements span financial, operational, strategic and compliance [added: risks, with a view to assessing risks over a two-year time horizon.]
The Vice President of Audit Services reports directly to the Audit Committee as well as to the Chief Financial Officer and meets regularly with the Audit Committee and its chairperson, including in executive [removed: session.][added: sessions.]
Separately, the Vice President of Audit Services and Vice President of Ethics & Compliance head an internal cross-functional team [removed: (which includes] [added: (including] members from our cybersecurity and data privacy programs, among others) that holds regular meetings to discuss the key risks facing the Company and related mitigation efforts, including cybersecurity risks.
We are [removed: consistently] subject to attempts to compromise our information technology systems from both internal and external [removed: sources and, like all information technology systems, our systems are potentially vulnerable to damage, unauthorized access or interruption from a variety of] sources.
As of the filing of this Form 10-K, we are not aware of any such attacks that have occurred since the beginning of [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, us, including our business strategy, results of operations or financial condition.
Such attacks, whether or not successful, could damage our reputation and result in [removed: us incurring] significant costs related to, for example, repairing or replacing our IT systems; the loss of critical data; interruptions or delays in our ability, or that of our customers, to perform critical functions; defending against claims for breach of contracts, tort and other civil claims without adequate indemnification from our suppliers; providing time-sensitive notification requirements; and providing modifications or replacements to our products and services.
In addition, the volume, frequency and sophistication of these threats [added: (including through the use of AI)] continues to grow and the complexity and scale of the systems to be protected continues to increase.
Specifically, subject to oversight by the full Board, the Vice President of Cybersecurity & Information Technology Infrastructure provides the Audit Committee with periodic cybersecurity and information security [removed: reports.][added: reports, including recent cybersecurity incidents and cybersecurity products and operations.]
In addition, a subset or the full group of certain individuals, such as our Chief Information Officer, [removed: Corporate] Vice President of Cybersecurity [removed: Services, Vice President of Cybersecurity] & Information Technology Infrastructure, and [removed: Lead Counsel and Senior Director of] Data [removed: Privacy,] [added: Protection Officer,] present at least once per year to the Audit Committee regarding cybersecurity and data privacy risk topics.
Our [removed: Corporate] Vice President of Cybersecurity [removed: Services and Vice President of Cybersecurity] & Information Technology Infrastructure, along with [removed: their] [added: this individual's] teams, are in charge of assessing and managing our risks related to cybersecurity, including by setting our strategy, policies, standards and processes in these areas, as further described above under “Risk Management & Strategy.” Utilizing the processes noted above, these teams remain informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents.
Our [removed: Corporate] Vice President of Cybersecurity [removed: Services] [added: & Information Technology Infrastructure] has over thirty years of work experience in the [removed: cybersecurity] [added: information technology] field, [removed: protecting both large corporations and global critical infrastructure assets, in both the policy and operational domains.][added: specifically information security.]
Like all information technology systems, our systems have been in the past, and could be in the future, vulnerable to damage, unauthorized access or interruption from a variety of sources.
risks, with a view to assessing risks over a two-year time horizon.
These reports are informed by input from our cybersecurity program, headed by our Vice President of Cybersecurity & Information Technology Infrastructure, and our cybersecurity services business (which provides cybersecurity services to our customers), headed by our Corporate Vice President of Cybersecurity Services.
This individual chairs the Public Safety Threat Alliance (PSTA), an information sharing organization established by the Company that is dedicated to the protection of public safety entities across the globe.
This individual holds a Bachelor of Science degree in Management and Computer Science and has served as an intelligence officer in the United States Army.
Our Vice President of Cybersecurity & Information Technology Infrastructure has over twenty-five years of work experience in the information technology field, specifically information security.
Item 2. Properties
2 rewritten, 1 added, 0 removed, 12 unchanged
As of February [removed: 5, 2024,] [added: 7, 2025,] the material properties that we used in connection with our business, serving all segments, are as [removed: follows:][added: follows.]
| Elgin, Illinois, U.S. | | | 301 | | | Leased | | | [removed: Manufacturing] [added: Manufacturing, assembly, staging] and distribution | | |
We believe these properties are suitable and adequate for our current business operations.
Item 4. Mine Safety Disclosures
11 rewritten, 0 added, 1 removed, 10 unchanged
The following are the persons who are the executive officers of the Company, their ages, and current titles as of February [removed: 15, 2024] [added: 14, 2025] and the positions they have held during the last five years with the Company or as otherwise noted:
Brown; age [removed: 63;] [added: 64;] Chairman and Chief Executive Officer since May 3, 2011.
[removed: Dunning;] [added: Kathryn Moore;] age [removed: 67;] [added: 52;] Senior Vice President, Human Resources since [removed: February 1, 2023; Senior Vice President, Human Resources, Labor & Employment, Operations & Real Estate from November 2021 to] January [removed: 2023;] [added: 1, 2025;] Corporate Vice President, Human [removed: Resources, Labor & Employment, Operations & Real Estate] [added: Resources] from [removed: July 2019] [added: February 2022] to [removed: November 2021;] [added: December 2024;] and [removed: Corporate] Vice President, Human [removed: Resources, Labor & Employment and Operations] [added: Resources] from [removed: December 2018 to] June [removed: 2019.][added: 2019 to February 2022.]
Katherine Maher, age [removed: 41;] [added: 42;] 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.
"Jack" Molloy; age [removed: 52;] [added: 53;] Executive Vice President and Chief Operating Officer since November 18, 2021 and Executive Vice President, Products and Sales from August 2018 to November 2021.
Naik; age [removed: 52;] [added: 53;] Senior Vice President, Strategy and Ventures, since December 2017.
Niewiara; age [removed: 55;] [added: 56;] Senior Vice President, General Counsel since February 1, 2023; Senior Vice President, Commercial Law, Litigation, Antitrust & Intellectual Property from April 2020 to January 2023; [added: and] Corporate Vice President, Lead Counsel, Commercial Law, Litigation & Antitrust from May 2019 to April [removed: 2020; and Corporate Vice President, Lead Counsel, Americas, Sales & Product Operations from January 2017 to May 2019.][added: 2020.]
Mahesh Saptharishi; age [removed: 46;] [added: 47;] 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; and Senior Vice President, Chief Technology Officer from February 2019 to April 2021.
Winkler; age [removed: 49;] [added: 50;] Executive Vice President and Chief Financial Officer since July 1, 2020 and Senior Vice President, Finance from September 2018 to June 2020.
Yazdi; age [removed: 59;] [added: 60;] 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; and Senior Vice President, Chief of Staff, Marketing and Communications and Motorola Solutions Foundation from August 2018 to November 2021.
The above executive officers will serve as executive officers of the Company until the regular meeting of the Board of Directors in May [removed: 2024] [added: 2025] or until their respective successors are elected.
Karen E.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11 rewritten, 7 added, 7 removed, 14 unchanged
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: 5, 2024] [added: 7, 2025] was [removed: 17,662.][added: 16,633.]
During [removed: 2023,] [added: 2024,] we declared regular quarterly dividends of [removed: $0.88] [added: $0.98] per share of our common stock for each of the first three quarters of fiscal [removed: 2023,] [added: 2024,] and [removed: $0.98] [added: $1.09] per share of our common stock for the fourth quarter of fiscal [removed: 2023.][added: 2024.]
While we expect to continue to pay comparable regular quarterly dividends in [removed: 2024,] [added: 2025,] 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: December 15, 2023,] [added: October 29, 2024,] the Company issued [removed: 15,831] [added: 9,530] shares of common stock in connection with the acquisition of [removed: IPVideo Corporation] [added: 3tc Software] to certain former shareholders of [removed: IPVideo Corporation.][added: the corporation.]
The stock was issued for an aggregate [removed: grant-date] [added: grant] fair value of [removed: $5] [added: $4] million that will be expensed over an average service period of 1 year.
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: 2023.][added: 2024.]
| (1) | | | Average price paid per share of common stock repurchased excludes commissions paid to brokers and excise tax. As of January 1, 2023, the Company's share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act of 2022. The amount of excise tax incurred is included in the Company's [removed: Condensed] Consolidated Statement of Stockholders' Equity for the [removed: quarter] [added: year] ended December 31, [removed: 2023.] [added: 2024.] | | |
| (2) | | | As originally announced on July 28, 2011, and subsequently amended, [removed: including a $2.0 billion increase approved by] the Board of Directors [removed: during the fourth quarter of 2023, the Board of Directors] has authorized the Company to repurchase an aggregate amount of up to $18.0 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: 2023,] [added: 2024,] the Company had used approximately [removed: $15.5 billion, including transaction costs,] [added: $15.8 billion] to repurchase shares, leaving approximately [removed: $2.5] [added: $2.2] billion of authority available for future repurchases. | | |
This graph assumes $100 was invested in the stock or the indices on December 31, [removed: 2018] [added: 2019] and reflects the reinvestment of dividends.
[removed: ][added: ]
| Years Ended December 31 | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]
| 09/27/2024 to 1024/2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,340,137,531 | |
| 10/25/2024 to 11/21/2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,340,137,531 | |
| 11/22/2024 to 12/30/2024 | | | 217,910 | | | | | | $ | 472.23 | | | | | 217,910 | | | | | | $ | 2,237,233,113 | |
| Total | | | 217,910 | | | | | | $ | 472.23 | | | | | 217,910 | | | | | | | | |
| Motorola Solutions | | | $ | 100.00 | | $ | 107.39 | | $ | 173.87 | | $ | 167.25 | | $ | 205.78 | | $ | 306.85 | |
| S&P 500 | | | $ | 100.00 | | $ | 118.39 | | $ | 152.34 | | $ | 124.73 | | $ | 157.48 | | $ | 196.85 | |
| S&P Communications Equipment | | | $ | 100.00 | | $ | 100.63 | | $ | 152.27 | | $ | 122.01 | | $ | 146.98 | | $ | 202.92 | |
| 09/30/2023 to 10/25/2023 | | | 250,781 | | | | | | $ | 278.61 | | | | | 250,781 | | | | | | $ | 528,972,235 | |
| 10/26/2023 to 11/20/2023 | | | 113,878 | | | | | | $ | 276.74 | | | | | 113,878 | | | | | | $ | 2,497,458,099 | |
| 11/21/2023 to 12/27/2023 | | | 51,386 | | | | | | $ | 311.34 | | | | | 51,386 | | | | | | $ | 2,481,459,407 | |
| Total | | | 416,045 | | | | | | $ | 282.14 | | | | | 416,045 | | | | | | | | |
| Motorola Solutions | | | $ | 100.00 | | $ | 142.19 | | $ | 152.70 | | $ | 247.22 | | $ | 237.81 | | $ | 292.59 | |
| S&P 500 | | | $ | 100.00 | | $ | 131.47 | | $ | 155.65 | | $ | 200.29 | | $ | 163.98 | | $ | 207.04 | |
| S&P Communications Equipment | | | $ | 100.00 | | $ | 113.41 | | $ | 114.12 | | $ | 172.69 | | $ | 138.36 | | $ | 166.68 | |
Item 8. Financial Statements and Supplementary Data
710 rewritten, 214 added, 151 removed, 1,146 unchanged
| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ia329186448a342b7a6a1ee1afcc83411_127) 238[)](#ia329186448a342b7a6a1ee1afcc83411_127)] [added: ID](#ifacc497540524f7e824d518b5fa71b3e_136) 238[)](#ifacc497540524f7e824d518b5fa71b3e_136)] | | | [removed: [54](#ia329186448a342b7a6a1ee1afcc83411_127)] [added: [57](#ifacc497540524f7e824d518b5fa71b3e_136)] | | |
| [Consolidated Statements of [removed: Operations](#ia329186448a342b7a6a1ee1afcc83411_130)] [added: Operations](#ifacc497540524f7e824d518b5fa71b3e_139)] | | | [removed: [56](#ia329186448a342b7a6a1ee1afcc83411_130)] [added: [59](#ifacc497540524f7e824d518b5fa71b3e_139)] | | |
| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#ia329186448a342b7a6a1ee1afcc83411_133)] [added: (Loss)](#ifacc497540524f7e824d518b5fa71b3e_142)] | | | [removed: [57](#ia329186448a342b7a6a1ee1afcc83411_133)] [added: [60](#ifacc497540524f7e824d518b5fa71b3e_142)] | | |
| [Consolidated Balance [removed: Sheets](#ia329186448a342b7a6a1ee1afcc83411_136)] [added: Sheets](#ifacc497540524f7e824d518b5fa71b3e_145)] | | | [removed: [58](#ia329186448a342b7a6a1ee1afcc83411_136)] [added: [61](#ifacc497540524f7e824d518b5fa71b3e_145)] | | |
[removed: | [Consolidated] [added: Consolidated] Statements of [removed: Stockholders' Equity (Deficit)](#ia329186448a342b7a6a1ee1afcc83411_139) | | | [59](#ia329186448a342b7a6a1ee1afcc83411_139) | | |][added: Stockholders’ Equity]
| [Consolidated Statements of Cash [removed: Flows](#ia329186448a342b7a6a1ee1afcc83411_145)] [added: Flows](#ifacc497540524f7e824d518b5fa71b3e_154)] | | | [removed: [60](#ia329186448a342b7a6a1ee1afcc83411_145)] [added: [63](#ifacc497540524f7e824d518b5fa71b3e_154)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ia329186448a342b7a6a1ee1afcc83411_148)] [added: Statements](#ifacc497540524f7e824d518b5fa71b3e_157)] | | | [removed: [61](#ia329186448a342b7a6a1ee1afcc83411_148)] [added: [64](#ifacc497540524f7e824d518b5fa71b3e_157)] | | |
We have audited the accompanying consolidated balance sheets of Motorola Solutions, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity [removed: (deficit)] and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
As described in Note 1 to the consolidated financial statements, [removed: $1.9] [added: $2.0] billion of the Company’s total net sales for the year ended December 31, [removed: 2023] [added: 2024] was generated from system contracts.
For system contracts accounted for over time using estimated costs as a measure of performance completed, management relies on estimates around the total estimated costs to complete the contract (“Estimated Costs [removed: at Completion”).][added: to Complete”).]
[removed: Total] Estimated Costs [removed: at Completion] [added: to Complete] include direct labor, material and subcontracting costs.
Due to the nature of the efforts required to be performed to meet the underlying performance obligation, determining Estimated Costs [removed: at Completion] [added: to Complete] may be complex and subject to many variables.
Management reviews the progress and performance of open contracts in order to determine the estimate of Estimated Costs [removed: at Completion.][added: to Complete.]
The risks and opportunities include management’s judgment about the ability and [removed: the] cost to achieve the project schedule, technical requirements, and other contract requirements.
Management must make assumptions and estimates regarding labor [removed: productivity and availability, the complexity] [added: cost, inclusive] of [removed: work to be performed, the availability] [added: subcontractors,] and [added: the] cost of materials, [removed: and performance by subcontractors,] among other variables.
The principal considerations for our determination that performing procedures relating to revenue recognition - estimated costs to complete system contracts is a critical audit matter are (i) the significant judgment by management in developing the estimates of total net sales and Estimated Costs [removed: at Completion,] [added: to Complete,] including significant judgments and assumptions on a contract by contract basis and (ii) a high degree of auditor judgment, [removed: subjectivity] [added: subjectivity,] and effort in performing procedures and evaluating audit evidence related to management’s estimates of total net sales and Estimated Costs [removed: at Completion] [added: to Complete] for system contracts.
These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the estimates of total net sales and Estimated Costs [removed: at Completion] [added: to Complete] for system contracts.
These procedures also included, among others, testing management’s process for developing the estimates of total net sales and Estimated Costs [removed: at Completion,] [added: to Complete,] including evaluating, for a sample of contracts, the reasonableness of certain significant judgments and assumptions used by management.
Evaluating the significant judgments and assumptions used by management in developing the estimates of total net sales and Estimated Costs [removed: at Completion] [added: to Complete] involved evaluating whether the significant judgments and assumptions were reasonable considering (i) on a test basis, management’s historical forecasting accuracy; (ii) on a test basis, evidence to support the relevant judgments and assumptions; (iii) the consistent application of accounting policies; and (iv) the timely identification of circumstances which may require a modification to a previous estimate.
| *(In millions, except per share amounts)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net sales from products | | | $ | [removed: 5,814] [added: 6,454] | | | | | $ | [removed: 5,368] [added: 5,814] | | | | | $ | [removed: 4,606] [added: 5,368] | |
| Net sales from services | | | [removed: 4,164] [added: 4,363] | | | | | | [removed: 3,744] [added: 4,164] | | | | | | [removed: 3,565] [added: 3,744] | | |
| Net sales | | | [removed: 9,978] [added: 10,817] | | | | | | [removed: 9,112] [added: 9,978] | | | | | | [removed: 8,171] [added: 9,112] | | |
| Costs of products sales | | | [removed: 2,591] [added: 2,674] | | | | | | [removed: 2,595] [added: 2,591] | | | | | | [removed: 2,104] [added: 2,595] | | |
| Costs of services sales | | | [removed: 2,417] [added: 2,631] | | | | | | [removed: 2,288] [added: 2,417] | | | | | | [removed: 2,027] [added: 2,288] | | |
| Costs of sales | | | [removed: 5,008] [added: 5,305] | | | | | | [removed: 4,883] [added: 5,008] | | | | | | [removed: 4,131] [added: 4,883] | | |
| Gross margin | | | [removed: 4,970] [added: 5,512] | | | | | | [removed: 4,229] [added: 4,970] | | | | | | [removed: 4,040] [added: 4,229] | | |
| Selling, general and administrative expenses | | | [removed: 1,561] [added: 1,752] | | | | | | [removed: 1,450] [added: 1,561] | | | | | | [removed: 1,353] [added: 1,450] | | |
| Research and development expenditures | | | [removed: 858] [added: 917] | | | | | | [removed: 779] [added: 858] | | | | | | [removed: 734] [added: 779] | | |
| Other charges | | | [removed: 257] [added: 155] | | | | | | [removed: 339] [added: 257] | | | | | | [removed: 286] [added: 339] | | |
| Operating earnings | | | [removed: 2,294] [added: 2,688] | | | | | | [removed: 1,661] [added: 2,294] | | | | | | [removed: 1,667] [added: 1,661] | | |
| Interest expense, net | | | [removed: (216)] [added: (227)] | | | | | | [removed: (226)] [added: (216)] | | | | | | [removed: (208)] [added: (226)] | | |
| Gains on sales of investments and businesses, net | | | — | | | | | | [removed: 3] [added: —] | | | | | | [removed: 1] [added: 3] | | |
| Other, net | | | [removed: 68] [added: (489)] | | | | | | [removed: 77] [added: 68] | | | | | | [removed: 92] [added: 77] | | |
| Total other expense | | | [removed: (148)] [added: (716)] | | | | | | [removed: (146)] [added: (148)] | | | | | | [removed: (115)] [added: (146)] | | |
| Net earnings before income taxes | | | [removed: 2,146] [added: 1,972] | | | | | | [removed: 1,515] [added: 2,146] | | | | | | [removed: 1,552] [added: 1,515] | | |
| Income tax expense | | | [removed: 432] [added: 390] | | | | | | [removed: 148] [added: 432] | | | | | | [removed: 302] [added: 148] | | |
February 14, 2025
| Less: Earnings attributable to noncontrolling interests | | | 5 | | | | | | 5 | | | | | | 4 | | |
| Issuances of common stock for acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2024 | | | 168.6 | | | | | | $ | 1,942 | | | | | $ | (2,539) | | | | | $ | 2,300 | | | | | $ | 16 | |
| Net earnings | | | $ | 1,582 | | | | | $ | 1,714 | | | | | $ | 1,367 | |
Solutions delivered as-a-service are recognized over time on a straight-line basis as a series of distinct services.
Estimated Costs to Complete include direct labor, material and subcontracting costs.
Due to the nature of the efforts required to be performed to meet the underlying performance obligation, determining Estimated Costs to Complete may be complex and subject to many variables.
Management must make assumptions and estimates regarding labor cost, inclusive of subcontractors, and the cost of materials, among other variables.
The acquisition expands the Company's critical experience and innovation focused on advancing computer-aided dispatch ("CAD") for the U.K.'s public safety agencies.
This business is part of the Software and Services segment.
On July 1, 2024, the Company acquired Noggin, a global provider of critical event management ("CEM") software for $91 million, net of cash acquired.
This acquisition enhances the Company's portfolio by adding operational resilience and CEM capabilities, which help enterprises and critical infrastructure anticipate, prepare for and efficiently respond to incidents.
On July 1, 2024, the Company acquired a company that provides vehicle location and management solutions for $132 million, net of cash acquired.
The acquisition expands the Company's video solutions within the Software and Services segment.
On February 13, 2024, the Company acquired Silent Sentinel, a provider of specialized, long-range cameras, for $37 million, net of cash acquired.
This acquisition complements the Company's portfolio of fixed video cameras, expanding its footprint with government and critical infrastructure customers and strengthens the Company's position as a global leader in end-to-end video security solutions.
The business is part of the Products and System Integration segment.
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2024-03, "Disaggregation of Income Statement Expenses" (DISE), to enhance disclosures relating to key income statement expense topics.
The Company adopted ASU No. 2023-07 for the year ended December 31, 2024 and applied the required retrospective transition method.
Refer to "Note 13: Information by Segment and Geographic Region" to our consolidated financial statements in this "Part II.
| | | | $ | 6,883 | | | | | $ | 3,934 | | | | | $ | 10,817 | | | | | $ | 6,242 | | | | | $ | 3,736 | | | | | $ | 9,978 | | | | | $ | 5,728 | | | | | $ | 3,384 | | | | | $ | 9,112 | |
| | | | $ | 6,883 | | | | | $ | 3,934 | | | | | $ | 10,817 | | | | | $ | 6,242 | | | | | $ | 3,736 | | | | | $ | 9,978 | | | | | $ | 5,728 | | | | | $ | 3,384 | | | | | $ | 9,112 | |
The determination of Software and Services performance obligations that are not satisfied
In 2023, the Competition and Markets Authority (the "CMA") imposed a legal order on Airwave which implemented a prospective price control on Airwave (the "Charge Control").
On March 13, 2024, the Company received notice of the contract extension (the "Deferred National Shutdown Notice") from the Home Office, recording additional remaining performance obligations of $748 million in the Software and Services segment to reflect the incremental three-years of services.
In addition, assets obtained in exchange for liabilities during the year ended December 31, 2024 included $24 million of additional leases due to the renewal of a large managed services contract due to an assumption that it is reasonably certain that renewal options will be extended on the associated radio tower site leases.
The Company recorded $19 million of assets obtained in exchange for lease liabilities related to the ten year renewal of an International region office.
| 2025 | | | $ | 146 | | | | |
| 2026 | | | 128 | | | | | |
| 2029 | | | 63 | | | | | |
| Exit of video manufacturing operations | | | — | | | | | | 24 | | | | | | — | | |
During the year ended December 31, 2024, the Company recognized a gain on the Hytera litigation of $61 million for amounts recovered through legal proceedings due to theft of the Company's trade secrets.
Refer to "Hytera Civil Litigation" within "Note 12: Commitments and Contingencies" to our consolidated financial statements in this "Part II.
The transaction closed on February 1, 2024 resulting in a gain on the sale of these video manufacturing operations, which was de minimis.
| *Years ended December 31 (in millions)* | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| Assessments on uncertain tax positions (Note 7) | | | (11) | | | | | | — | | | | | | — | | |
| | | | $ | (489) | | | | | $ | 68 | | | | | $ | 77 | |
| Earnings | | | | | | | | | | | | | | | | | | | | | $ | 1,577 | | | | | $ | 1,709 | | | | | $ | 1,363 | |
| Weighted average common shares outstanding | | | | | | | | | | | | | | | | | | | | | 166.8 | | | | | | 167.0 | | | | | | 167.5 | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
February 15, 2024
| Balance as of January 1, 2021 | | | 170.2 | | | | | | $ | 761 | | | | | $ | (2,446) | | | | | $ | 1,127 | | | | | $ | 17 | |
| Proceeds from sales of property, plant and equipment | | | — | | | | | | — | | | | | | 6 | | |
| Revolving credit facility renewal fees | | | — | | | | | | — | | | | | | (7) | | |
Software is not distinct from the hosting
The hosted software, technical support, and right to unspecified future software enhancements each represent a series of distinct services that are delivered concurrently using the same over-time method.
As such, the promises are accounted for as a single performance obligation with revenue recognized on a straight-line basis.
The Company does not include options in the determination of
expenses within the Consolidated Statements of Operations.
On May 12, 2022, the Company acquired Videotec S.p.A.
On December 16, 2021, the Company acquired 911 Datamaster, Inc. ("911 Datamaster"), a Next Generation 911 ("NG911") data solutions provider, for $35 million, net of cash acquired.
This acquisition reinforces the Company's strategy to be a leader in command center solutions and further supports 911 call centers’ unique organizational workflows as they transition to NG911 technologies.
On October 29, 2021, the Company acquired Envysion, Inc. ("Envysion"), a leader in enterprise video security and business analytics, for $124 million, net of cash acquired.
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.
On July 15, 2021, the Company acquired Openpath Security Inc. ("Openpath"), a cloud-based mobile access control provider for $298 million, net of cash acquired.
This acquisition expands the Company's ability to combine video security and access control solutions within Video to help support enterprise customers.
assess segment performance.
The ASU will require the Company to disclose additional expense categories at the segment level including Cost of sales, Selling, general and administrative expenses, Research and development expenditures and other charges once it adopts this ASU.
In September 2022, the FASB issued 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 Company adopted ASU 2022-04 on January 1, 2023.
yet satisfied as of December 31, 2023.
In October 2021, the U.K.'s Competition and Markets Authority ("CMA") announced that it had opened a market investigation into the Mobile Radio Network Services market.
This investigation included Airwave, the Company's private mobile radio communications network that the Company acquired in 2016.
On July 31, 2023, the CMA adopted a remedies order which implemented the price control set out in its final decision, which was suspended until the CAT dismissed the Company's appeal on December 22, 2023.
Based on the adoption of the remedies order, since August 1, 2023, revenue under the Airwave contract has been recognized in accordance with the prospective price control as the contract value was subject to variable consideration constraints.
In addition, assets obtained in exchange for lease liabilities of $34 million were recorded in connection with the Company's acquisition of TETRA Ireland.
| 2024 | | | $ | 145 | | | | |
| 2025 | | | 132 | | | | | |
| 2026 | | | 115 | | | | | |
| | | | $ | 68 | | | | | $ | 77 | | | | | $ | 92 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
The notes became fully convertible as of September 5, 2021, providing the holders the option to convert all or any portion of their Senior Convertible Notes.
Because the Company has irrevocably decided to settle the principal amount of the Senior Convertible Notes in cash, the
Upon conversion of the Senior Convertible Notes, the Company has the option to settle the conversion spread in cash or shares.
The value by which the Senior Convertible Notes exceeded their principal amount if converted as of December 31, 2023 was $586 million.
An excerpt. Shown here: 40 of 710 rewritten, 40 of 214 added and 40 of 151 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
3 rewritten, 0 added, 0 removed, 8 unchanged
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: 2023] [added: 2024] (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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]
Item 9B. Other Information
1 rewritten, 0 added, 0 removed, 0 unchanged
During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 2 added, 0 removed, 3 unchanged
The response to this Item with respect to directors is incorporated herein by reference to the information under the caption “Our Board - Who We Are” of our Proxy Statement; with respect to executive officers, is contained in Part I hereof under the caption “Information About our Executive Officers”; [removed: and,] with respect to the audit committee, is incorporated herein by reference to the information under the caption “Committees of the Board” of the Proxy [added: Statement; and, with respect to our insider trading policies and procedures is incorporated herein by reference to the information under the caption “How Our Board Governs the Company – Company Insider Trading Prohibitions Policy” of the Proxy] Statement.
In addition, Motorola Solutions’ Insider Trading Prohibitions Policy is filed as Exhibit 19 to this Form 10-K.
The information contained on or accessible through our website is not incorporated by reference into and is not a part of this Form 10-K.
Item 15. . Exhibits and Financial Statement Schedules
76 rewritten, 2 added, 10 removed, 33 unchanged
Exhibit numbers 10.5 through [removed: 10.70] [added: 10.64] 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.
| [4.1 [removed: (a)](http://www.sec.gov/Archives/edgar/data/68505/0000912057-95-008026.txt)] [added: (a)](https://www.sec.gov/Archives/edgar/data/68505/0000912057-95-008026.txt)] | | | | | | Senior Indenture, dated as of May 1, 1995, between The Bank of New York Mellon Trust Company, N.A. (as successor Trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust Company) and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) and Motorola, Inc. (incorporated by reference to Exhibit 4(d) of the Registrant's Registration Statement on Form S-3 filed on September 25, 1995). | | | | | |
| [4.1 [removed: (b)](http://www.sec.gov/Archives/edgar/data/68505/000095013701500523/c61260ex4-2b.txt)] [added: (b)](https://www.sec.gov/Archives/edgar/data/68505/000095013701500523/c61260ex4-2b.txt)] | | | | | | Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among Motorola, Inc., Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000). | | | | | |
| [4.1 [removed: (c)](http://www.sec.gov/Archives/edgar/data/68505/000110465914061954/a14-17624_5ex4d1.htm)] [added: (c)](https://www.sec.gov/Archives/edgar/data/68505/000110465914061954/a14-17624_5ex4d1.htm)] | | | | | | Indenture, dated as of August 19, 2014, between Motorola Solutions, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on August 19, 2014). | | | | | |
| [removed: [*](https://www.sec.gov/Archives/edgar/data/68505/000006850524000008/msiex42202310-k.htm)[4.2](https://www.sec.gov/Archives/edgar/data/68505/000006850524000008/msiex42202310-k.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/68505/000006850524000008/msiex42202310-k.htm)] | | | | | | Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.] [added: 1934 (incorporated by reference to Exhibit 4.2 to Motorola Solutions, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).] | | | | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1495569/000119312510201716/dex21.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1495569/000119312510201716/dex21.htm)] | | | | | | Amended and Restated Master Separation and Distribution Agreement, effective as of July 31, 2010, among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation)). | | | | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1495569/000119312510201716/dex102.htm)] [added: [10.2](https://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 Corporation)). | | | | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1495569/000119312510259036/dex103.htm)] [added: [10.3](https://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, Inc.). | | | | | |
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1495569/000119312510201716/dex104.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1495569/000119312510201716/dex104.htm)] | | | | | | Tax Sharing Agreement, effective as of July 31, 2010, among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Form 10 Registration Statement filed on August 31, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation)). | | | | | |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/68505/000119312515196530/d931661dex101.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/68505/000119312515196530/d931661dex101.htm)] | | | | | | Motorola Solutions Omnibus Incentive Plan of 2015 (f/k/a the Motorola Omnibus Incentive Plan of 2006), as amended and restated effective May 18, 2015 (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on May 21, 2015). | | | | | |
| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/68505/000006850520000028/msiex101q32020.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/68505/000006850520000028/msiex101q32020.htm)] | | | | | | First Amendment to the Motorola Solutions Omnibus Incentive Plan of 2015 (f/k/a the Motorola Omnibus Incentive Plan of 2006), as amended and restated effective May 18, 2015 (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2020). | | | | | |
| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/68505/000006850519000013/msiex102q12019.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/68505/000006850519000013/msiex102q12019.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers from February 14, 2019 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: [10.11](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex101.htm)] [added: [10.41](https://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex103.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to [removed: Section 16 Officers] [added: Gregory Q. Brown] from March 9, 2015 to [removed: February 13, 2019] [added: March 8, 2023] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on March 11, 2015). | | | | | |
| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit108-formofnonqualif.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit108-formofnonqualif.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 9, 2023 (incorporated by reference to Exhibit 10.8 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2023). | | | | | |
| [removed: [10.13](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex106q12022.htm)] [added: [10.12](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 from March 10, 2022 to March 8, 2023 (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). | | | | | |
| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/68505/000144530513001679/stockoptionawarddocument-s.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/68505/000144530513001679/stockoptionawarddocument-s.htm)] | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants to Section 16 Officers from May 6, 2013 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: [10.15](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit105-formofnonqualif.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit105-formofnonqualif.htm)] | | | | | | Form of Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for grants on or after March 9, 2023 (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, 2023). | | | | | |
| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex103q12022.htm)] [added: [10.15](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 from March 10, 2022 to March 8, 2023 (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). | | | | | |
| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex104q12018.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex104q12018.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 for grants from February 15, 2018 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: [10.18](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex106q12017.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex106q12017.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 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: [10.19](http://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex1092013.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex1092013.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 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.](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit106-formofstockopti.htm)[20](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit106-formofstockopti.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit106-formofstockopti.htm)] | | | | | | Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants on or after March 9, 2023 (incorporated by reference to Exhibit 10.6 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2023). | | | | | |
| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex104q12022.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex104q12022.htm)] | | | | | | Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants from March 10, 2022 to March 8, 2023 (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). | | | | | |
| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex107q12017.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex107q12017.htm)] | | | | | | Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants from March 9, 2017 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: [10.23](http://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex10142013.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/68505/000006850514000005/msiex10142013.htm)] | | | | | | 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: [10.24](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit1010-formofmsuaward.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit1010-formofmsuaward.htm)] | | | | | | Form of Motorola Solutions, Inc. Market Stock Unit Award Agreement for grants to Section 16 Officers on or after March 9, 2023 (incorporated by reference to Exhibit 10.10 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2023). | | | | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex108q12022.htm)[5](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex108q12022.htm)] [added: [10.24](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 from March 10, 2022 to March 8, 2023 (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). | | | | | |
| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex102q12017.htm)] [added: [10.37](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex107q12022.htm)] | | | | | | Form of Motorola Solutions, Inc. [removed: Market] [added: Performance] Stock Unit [added: Award] Agreement for grants to Section 16 Officers from March [removed: 9, 2017] [added: 10, 2022] to March [removed: 9, 2022] [added: 8, 2023] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.7] to Motorola Solutions, [removed: Inc.'s] [added: Inc.’s] Quarterly Report on Form 10-Q for the fiscal quarter ended April [removed: 1, 2017).] [added: 2, 2022).] | | | | | |
| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit1012-formofrsuaward.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit1012-formofrsuaward.htm)] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for grants to Section 16 Officers on or after March 9, 2023 (incorporated by reference to Exhibit 10.12 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2023). | | | | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex1010q12022.htm)[8](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex1010q12022.htm)] [added: [10.26](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 from March 10, 2022 to March 8, 2023 (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). | | | | | |
| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/68505/000006850517000005/msiex105q12017.htm)] [added: [10.31](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 [removed: 2015] [added: 2015, as amended,] for grants to [removed: Section 16 Officers] [added: Employees] from March [removed: 9, 2017] [added: 10, 2022] to March [removed: 9, 2022] [added: 8, 2023] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.2] to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April [removed: 1, 2017).] [added: 2, 2022).] | | | | | |
| [removed: [10.30](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit103-formofrsuawarda.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit103-formofrsuawarda.htm)] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for grants to Appointed Vice Presidents and Elected Officers on or after March 9, 2023 (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2023). | | | | | |
| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex101q12022.htm)] [added: [10.28](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 from March 10, 2022 to March 8, 2023 (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). | | | | | |
| [removed: [10.32](https://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex102q12018.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex102q12018.htm)] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers from February 15, 2018 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: [10.33](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit104-formofrsuawarda.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit104-formofrsuawarda.htm)] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for grants to Employees on or after March 9, 2023 (incorporated by reference to Exhibit 10.4 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2023). | | | | | |
| [removed: [10.34](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex102q12022.htm)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex103q12018.htm)] | | | | | | Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of [removed: 2015, as amended,] [added: 2015] for grants to Employees from [removed: March 10, 2022] [added: February 15, 2018] to March [removed: 8, 2023] [added: 9, 2022] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: April 2, 2022).] [added: March 31, 2018).] | | | | | |
| [removed: [10.35](http://www.sec.gov/Archives/edgar/data/68505/000006850518000017/msiex103q12018.htm)] [added: [10.43](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex1013q12022.htm)] | | | | | | Form of Motorola [removed: Solutions, Inc. Restricted] [added: Solutions] Stock [removed: Unit] [added: Option Consideration] Agreement [removed: relating] [added: for Gregory Q. Brown for grants from March 10, 2022] to [added: March 8, 2023 under] the Motorola Solutions Omnibus Incentive Plan of [removed: 2015 for grants to Employees from February 15, 2018 to March 9, 2022] [added: 2015, as amended] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.13] to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: March 31, 2018).] [added: April 2, 2022).] | | | | | |
| [removed: [10.36](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit107-formofpsuawarda.htm)] [added: [10.33](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit107-formofpsuawarda.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to non-Section 16 Officers on or after March 9, 2023 (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, 2023). | | | | | |
| [removed: [10.37](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex105q12022.htm)] [added: [10.34](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 from March 10, 2022 to March 8, 2023 (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). | | | | | |
| [removed: [10.38](https://www.sec.gov/Archives/edgar/data/68505/000006850521000015/msiex104q12021.htm)] [added: [10.36](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit109-formofpsuawarda.htm)] | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to [removed: non-Section] [added: Section] 16 Officers [removed: from February 11, 2021 to] [added: on or after] March 9, [removed: 2022] [added: 2023] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.9] to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April [removed: 3, 2021).] [added: 1, 2023).] | | | | | |
| [*](https://www.sec.gov/Archives/edgar/data/68505/000006850525000012/exhibit1035formofpsuawarda.htm)[10.](https://www.sec.gov/Archives/edgar/data/68505/000006850525000012/exhibit1035formofpsuawarda.htm)[3](https://www.sec.gov/Archives/edgar/data/68505/000006850525000012/exhibit1035formofpsuawarda.htm)[5](https://www.sec.gov/Archives/edgar/data/68505/000006850525000012/exhibit1035formofpsuawarda.htm) | | | | | | Form of Motorola Solutions, Inc. Performance Stock Unit Award Agreement for grants to Messrs. Molloy, Saptharishi, and Winkler on November 11, 2024. | | | | | |
| [*19](https://www.sec.gov/Archives/edgar/data/68505/000006850525000012/exhibit19motorolasolutions.htm) | | | | | | Insider Trading Prohibitions Policy, effective as of November 14, 2024. | | | | | |
| [*](https://www.sec.gov/Archives/edgar/data/68505/000006850524000008/msiex31202310-k.htm)[3.1](https://www.sec.gov/Archives/edgar/data/68505/000006850524000008/msiex31202310-k.htm) | | | | | | Restated Certificate of Incorporation of Motorola Solutions, Inc., dated February 6, 2024. | | | | | |
| [4.1 (](http://www.sec.gov/Archives/edgar/data/68505/000119312519238161/d798233dex102.htm)[d](http://www.sec.gov/Archives/edgar/data/68505/000119312519238161/d798233dex102.htm)[)](http://www.sec.gov/Archives/edgar/data/68505/000119312519238161/d798233dex102.htm) | | | | | | Indenture, dated as of September 5, 2019, between Motorola Solutions, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, related to the 1.75% Convertible Senior Notes Due 2024 (incorporated by reference to Exhibit 10.2 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on September 5, 2019). | | | | | |
| | | | | | | Certain instruments defining the rights of holders of long-term debt of Motorola Solutions, Inc. and of all its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K. Motorola Solutions, Inc. agrees to furnish a copy of any such instrument to the Commission upon request. | | | | | |
| [10.46](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex103.htm) | | | | | | Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015 to March 8, 2023 (incorporated by reference to Exhibit 10.3 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on March 11, 2015). | | | | | |
| [10.](http://www.sec.gov/Archives/edgar/data/68505/000119312515087345/d888224dex104.htm)[5](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. Market Stock Unit Agreement for grants to Gregory Q. Brown from March 9, 2015 to March 9, 2022 (incorporated by reference to Exhibit 10.4 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on March 11, 2015). | | | | | |
| [10.60](https://www.sec.gov/Archives/edgar/data/68505/000006850522000019/msiex1014q12022.htm) | | | | | | 2022-2024 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 15, 2022 (incorporated by reference to Exhibit 10.14 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022). | | | | | |
| [10.61](https://www.sec.gov/Archives/edgar/data/68505/000006850523000026/exhibit102-2023x2025lripte.htm) | | | | | | 2023-2025 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 24, 2023 (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, 2023). | | | | | |
| [10.73](http://www.sec.gov/Archives/edgar/data/68505/000006850515000013/msiex104q32015.htm) | | | | | | Revised and Amended Aircraft Time Sharing Agreement, dated as of October 1, 2015, between Motorola Solutions, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.4 to Motorola Solutions, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2015). | | | | | |
| [10.74](http://www.sec.gov/Archives/edgar/data/68505/000119312519238161/d798233dex101.htm) | | | | | | Investment Agreement, dated as of September 5, 2019, among Motorola Solutions, Inc., Silver Lake Alpine, L.P. and Silver Lake Alpine (Offshore Master) L.P. (incorporated by reference to Exhibit 10.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on September 5, 2019). | | | | | |
| [*](https://www.sec.gov/Archives/edgar/data/68505/000006850524000008/msiex97202310-k.htm)[97](https://www.sec.gov/Archives/edgar/data/68505/000006850524000008/msiex97202310-k.htm) | | | | | | Motorola Solutions, Inc. Compensation Recoupment Policy, effective as of November 16, 2023. | | | | | |
An excerpt. Shown here: 40 of 76 rewritten, all 2 added and all 10 removed. The counts are complete. For every sentence, read Item 15. . Exhibits and Financial Statement Schedules in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary
9 rewritten, 6 added, 3 removed, 34 unchanged
| /S/ GREGORY Q. BROWN | | | | | | Chairman and Chief Executive Officer | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
| /S/ JASON J. WINKLER | | | | | | Executive Vice President and | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
| /S/ KATHERINE MAHER | | | | | | Corporate Vice President and | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
| /S/ KENNETH D. DENMAN | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
| /S/ AYANNA M. HOWARD | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
| /S/ CLAYTON M. JONES | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
| /S/ JUDY C. LEWENT | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
| /S/ GREGORY K. MONDRE | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
| /S/ JOSEPH M. TUCCI | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |
February 14, 2025
| /S/ NICOLE ANASENES | | | | | | Director | | | | | | February 14, 2025 | | |
| Nicole Anasenes | | | | | | | | | | | | | | |
| /S/ ELIZABETH D. MANN | | | | | | Director | | | | | | February 14, 2025 | | |
| Elizabeth D. Mann | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
February 15, 2024
| /S/ EGON P. DURBAN | | | | | | Director | | | | | | February 15, 2024 | | |
| Egon P. Durban | | | | | | | | | | | | | | |