Motorola Solutions 10-Q 2023-04-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

For the quarterly period ended April 1, 2023

or

For the transition period from to

Commission file number: 1-7221

MOTOROLA SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

500 W. Monroe Street, Chicago, Illinois 60661(Address of Principal Executive Offices, Zip Code)

(847) 576-5000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer” “accelerated filer” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant's Common Stock, $0.01 par value per share, outstanding as of April 28, 2023 was 167,717,082.

PART I—FINANCIAL INFORMATION

Condensed Consolidated Statements of Operations (Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Condensed Consolidated Balance Sheets (Unaudited)

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This commentary should be read in conjunction with the condensed consolidated financial statements and related notes thereto of Motorola Solutions, Inc. (“Motorola Solutions,” the “Company,” “we,” “our,” or “us”) for the three months ended April 1, 2023 and April 2, 2022, as well as our consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K").

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q for the quarter ended April 1, 2023 (this “Form 10-Q”) which are not historical in nature are forward-looking statements within the meaning of applicable federal securities law. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “aims,” “estimates” and similar expressions. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this Form 10-Q. Some of these risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A “Risk Factors” of the Form 10-K, Part II, Item 1A "Risk Factors" of this Form 10-Q, and those described elsewhere in our other SEC filings. Forward-looking statements include, but are not limited to, statements included in: (1) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the continuing and future impact of COVID-19 on our business; (b) availability and costs of materials, components and labor (including inventory levels), and the impact of such availability and costs on our business (including our actions in response to such availability and costs); (c) the impact of inflation on our business, including the impact of the Federal Reserve's interest rate increases and the impact on our actions in response to such inflation; (d) the impact of the American Rescue Plan Act of 2021 on our business; (e) the impact of global economic and political conditions on our business; (f) the impact of the United Kingdom's Competition and Markets Authority's decision regarding Airwave (including our actions in response to such decision) on our business; (g) the impact on our business of our entry into a signed agreement with the Home Office of the United Kingdom for us to exit the Emergency Services Network contract early; (h) the impact of taxes on our business; (i) the impact of acquisitions on our business; (j) linearity of our revenue expectations, (k) market growth/contraction, demand, spending and resulting opportunities, (l) industry growth and demand, including opportunities resulting from such growth, (m) future product development and demand for, growth related to, and benefits of, new products, (n) the impact of foreign exchange rate fluctuations, (o) our continued ability to reduce our operating expenses, (p) expected impacts to operating leverage and operating margins, (q) the growth of sales opportunities in our LMR Communications, Video and Command Center technologies, (r) the return of capital to shareholders through dividends and/or repurchasing shares, (s) the impact and success of our business strategy and portfolio, (t) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs, (u) our ability and cost to repatriate funds, (v) ability to invest in existing products and technologies, (w) the liquidity of our investments, (x) our ability and cost to access the capital markets, (y) our ability to borrow and the amount available under our credit facilities, (z) adequacy of internal resources to fund expected working capital and capital expenditure measurements, (aa) expected payments pursuant to commitments under agreements and other obligations in the short-term and long-term, (bb) the ability to meet minimum purchase obligations, (cc) the impact of contractual damage claims exceeding the underlying contract value, (dd) our ability to sell accounts receivable and the terms and amounts of such sales, and (ee) the outcome and effect of ongoing and future legal proceedings; (2) the impact of recent accounting pronouncements issued by the Financial Accounting Standards Board on our financial statements; (3) “Quantitative and Qualitative Disclosures about Market Risk,” about the impact of interest rate risks and foreign currency exchange risks; (4) “Legal Proceedings,” about the outcome and effect of pending legal matters; and (5) "Risk Factors," about potential impacts of the risks we face, such as those associated with (gg) the expansion of our technologies within the Products and Systems Integration and Software and Services segments (including, but not limited to, the impact of the United Kingdom's Competition and Markets Authority's decision regarding Airwave), and (hh) our large, multi-year system and services contracts (including, but not limited to, with respect to the ESN and Airwave contracts). We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as legally required.

Executive Overview

Business Overview

The Company reports net sales in the following three major products and services (which we refer to as “technologies” in this Form 10-Q): Land Mobile Radio Communications (“LMR” or “LMR Communications”), Video Security and Access Control ("Video") and Command Center. In January 2023, we began using Command Center as a naming convention, eliminating the "Software" descriptor from Command Center Software in order to inform investors that the Company has software components more broadly across all technologies; this name change does not require any financial information to be reclassified from previous periods.

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

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

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

First Quarter Financial Results

• Net sales were $2.2 billion in the first quarter of 2023 compared to $1.9 billion in the first quarter of 2022.

• Operating earnings were $399 million in the first quarter of 2023 compared to $239 million in the first quarter of 2022.

• Net earnings attributable to Motorola Solutions, Inc. were $278 million, or $1.61 per diluted common share, in the first quarter of 2023, compared to $267 million, or $1.54 per diluted common share, in the first quarter of 2022.

• Operating cash flow decreased $160 million to an outflow of $8 million in the first quarter of 2023 compared to $152 million cash provided in the first quarter of 2022.

• We repurchased $140 million of common stock and paid $148 million in dividends in the first quarter of 2023.

Macroeconomic Events

During the first quarter of 2023, we continued to operate under challenging market conditions influenced by the effects of the COVID-19 pandemic and the inflationary cost environment, particularly with respect to materials in the semiconductor market. Over the last several quarters, we have navigated disruptions in our supply chain, in particular challenges in procuring certain semiconductor components, diminished transportation capacity and labor constraints. We anticipate inflationary pressures and increased material and supply chain costs and disruptions (including elevated costs to procure materials within the semiconductor market) to continue throughout 2023. We are closely monitoring supply chain disruptions and continue to remain focused on improving our supplier network, engineering alternative designs and working to reduce supply shortages. In addition, we continue to actively manage our inventory in an effort to minimize supply chain disruptions and enable continuity of supply and services to our customers, which includes making changes that diversify the footprint of our supply chain operations. We expect to maintain elevated levels of inventory until supply constraints have been remediated.

In order to combat rising inflation in the U.S., the Federal Reserve has raised interest rates multiple times since the beginning of 2022. The increase in U.S. dollar interest rates and overall market conditions led to significant U.S. dollar strengthening in 2022. We have seen a reversal of a portion of U.S. dollar strengthening from the peak but the outlook for the remainder of the year remains uncertain. We have cash flows denominated in foreign currencies where the fluctuations in the value of the U.S. dollar impact our earnings and cash flow.

Although the macroeconomic environment challenges continued in the first quarter of 2023, we are encouraged by customer demand for our products and services. Specifically, in our Software and Services segment, with the largely recurring nature of the business and our strong backlog position, we continue to expect that the impact to operating margin will be limited throughout 2023. While we are encouraged by strong backlog and growth in our Products and Systems Integration segment in the first quarter of 2023, which we expect to continue to grow throughout 2023, supply constraints continue to impact our business and we expect demand for our products will continue to outpace our ability to obtain semiconductor component supply. Where appropriate, we have taken pricing actions around our product and service offerings to mitigate our exposure to inflationary pressures on our businesses and benefited from these adjustments during the first quarter of 2023. We expect to further benefit from such adjustments in 2023. Further, demand continues to be supported with ongoing sources of government funding, including the American Rescue Plan Act of 2021 ("ARPA"), which is intended to provide economic stimulus. We experienced the positive impact of the ARPA funding on our business and results of operations in 2022 and anticipate that the ARPA will continue to have a positive impact on our business throughout 2023.

We believe our existing balances of cash and cash equivalents, along with other short-term liquidity arrangements, will continue to be sufficient to satisfy our liquidity requirements associated with our existing operations. We were in compliance with all applicable covenants in the 2021 unsecured revolving credit facility as of April 1, 2023. Additionally, we have no bond maturities until 2024. We continue to assess our operating expenses and identify cost reducing initiatives, including lower travel costs, contractor spend and reducing our real estate footprint.

Lastly, as a result of the challenging market conditions described above, we evaluated whether there were any impairment indicators as of April 1, 2023, which included a review of our receivables and contract assets, inventory, right-of-use lease assets, long-lived assets, investments, goodwill and intangible assets. As of the end of the first quarter of 2023, we concluded our assets were fairly stated and recoverable.

Recent Events

CMA Update

In October 2021, the United Kingdom’s Competition and Markets Authority (the "CMA") announced that it had opened a market investigation into the Mobile Radio Network for the Police and Emergency Services. This investigation affects Airwave, our private mobile radio communications network that we acquired in 2016. Airwave provides mission-critical voice and data communications to public emergency service agencies in Great Britain.

Subsequent to the quarter, the CMA issued its final decision which states it intends to impose a prospective price control on Airwave. MSI strongly disagrees with the CMA’s final decision and intends to appeal; the appeal process is expected to extend throughout 2023. Any price control remedies ultimately imposed under the final decision issued by the CMA are expected to go into effect after a remedies order review and consultation period and following the completion of the appeal process with the UK's

Competition Appeal Tribunal ("CAT"). The remedies implementation could potentially be further suspended if the appeal process extends beyond the CAT.

As a result of the issuance of a final decision from the CMA subsequent to our quarter close on April 1, 2023, we have tested our Airwave asset group for impairment, noting the assets are expected to be recoverable.

Recent Acquisitions

Results of Operations

** Percentages may not add due to rounding*

Results of Operations—Three months ended April 1, 2023 compared to three months ended April 2, 2022

The results of operations for the first quarter of 2023 are not necessarily indicative of the operating results to be expected for the full year. Historically, we have experienced higher revenues in the fourth quarter as compared to the rest of the quarters of our fiscal year as a result of the purchasing patterns of our customers.

We use the following U.S. GAAP key financial performance measures to manage our business on a consolidated basis and by reporting segment, and to monitor and assess our results of operations:

• Net sales: a measure of our revenue for the current period.

• Operating earnings: a measure of our earnings from operations, before non-operating expenses and income taxes.

• Operating margins: a measure of our operating earnings as a percentage of total net sales.

Considered together, we believe these measures are strong indicators of our overall performance and our ability to create shareholder value. A discussion of our results of operations and financial condition follows.

Net Sales

The Products and Systems Integration segment’s net sales represented 60% of our net sales in the first quarter of 2023 and 58% in the first quarter of 2022. The Software and Services segment’s net sales represented 40% of our net sales in the first quarter of 2023 and 42% in the first quarter of 2022.

Net sales increased $279 million, or 15%, in the first quarter of 2023 compared to the first quarter of 2022. The $200 million, or 18%, increase in net sales within the Products and Systems Integration segment was driven by an increase of 14% in the North America region and an increase of 30% in the International region. The $79 million, or 10%, increase in net sales within the Software and Services segment was driven by an increase of 14% in the North America region and an increase of 3% in the International region. Net sales includes:

• an increase in the Products and Systems Integration segment, inclusive of $12 million of revenue from acquisitions, driven by an increase in LMR and Video; and

• an increase in the Software and Services segment, inclusive of $30 million of revenue from acquisitions, driven by an increase in LMR Services, Command Center and Video;

• inclusive of $45 million from unfavorable currency rates.

Regional results include:

• a 14% increase in the North America region, inclusive of revenue from acquisitions, driven by an increase in LMR, Video and Command Center; and

• a 16% increase in the International region, inclusive of revenue from acquisitions, driven by an increase in LMR, Video and Command Center.

Products and Systems Integration

The 18% increase in the Products and Systems Integration segment was driven by the following:

• $171 million, or 19% growth in LMR, inclusive of revenue from acquisitions, driven by the North America and International regions; and

• $29 million, or 15% growth in Video, inclusive of revenue from acquisitions, driven by the North America and International regions;

• inclusive of $19 million from unfavorable currency rates.

Software and Services

The 10% increase in the Software and Services segment was driven by the following:

• $31 million, or 6% growth in LMR services, inclusive of revenue from acquisitions, driven by the North America and International regions;

• $25 million, or 19% growth in Command Center, inclusive of revenue from acquisitions, driven by the North America region and International regions; and

• $23 million, or 20% growth in Video, inclusive of revenue from acquisitions, driven by the North America region and partially offset by the International region;

• inclusive of $26 million from unfavorable currency rates.

Gross Margin

Gross margin was 48.2% of net sales in the first quarter of 2023 compared to 45.3% in the first quarter of 2022. The primary drivers of this increase in gross margin as a percentage of net sales were:

• higher gross margin as a percentage of net sales in the Products and Systems Integration segment, inclusive of acquisitions, primarily driven by pricing actions and lower supply chain costs; partially offset by

• lower gross margin as a percentage of net sales in the Software and Services segment, inclusive of acquisitions, primarily driven by mix.

Selling, General and Administrative Expenses

SG&A expenses increased 9% in the first quarter of 2023 compared to the first quarter of 2022. The increase in SG&A expenses was primarily due to higher expenses associated with acquired businesses and higher employee incentive expenses including shared-based compensation. SG&A expenses were 17.0% of net sales in the first quarter of 2023 compared to 17.9% of net sales in the first quarter of 2022.

Research and Development Expenditures

R&D expenditures increased 12% in the first quarter of 2023 compared to the first quarter of 2022 primarily due to higher expenses associated with acquired businesses and higher share-based compensation. R&D expenditures decreased to 9.7% of net sales in the first quarter of 2023 compared to 9.9% of net sales in the first quarter of 2022.

Other Charges

Other charges decreased by $23 million in the first quarter of 2023 compared to the first quarter of 2022. The change was driven primarily by the following:

• $55 million of intangible asset amortization expense in the first quarter of 2023 compared to $66 million of intangible asset amortization expense in the first quarter of 2022;

• $11 million of legal settlement charges in the first quarter of 2022 that did not recur in the first quarter of 2023;

• $2 million of acquisition-related transaction fees in the first quarter of 2023 compared to $10 million of acquisition-related transaction fees in the first quarter of 2022;

• $3 million of operating lease asset impairments in the first quarter of 2023 compared to $9 million of operating lease asset impairments in the first quarter 2022; and

• $2 million of fixed asset impairments in the first quarter of 2023 compared to $3 million of fixed asset impairment in the first quarter of 2022; partially offset by

• $13 million of Hytera legal settlement gains in the first quarter of 2022 that did not recur in the first quarter of 2023.

Operating Earnings

Operating earnings increased $160 million, or 67%, in the first quarter of 2023 compared to the first quarter of 2022. The increase in Operating earnings was due to:

• $137 million increase in the Products and Systems Integration segment, primarily driven by higher sales and lower material costs as well as improved operating leverage, partially offset by higher share-based compensation, a gain on Hytera Legal Settlement in Q1 2022 that did not recur in Q1 2023 and higher expenses associated with acquired businesses; and

• $23 million increase in the Software and Services segment, primarily driven by expenses related to legal settlements in Q1 2022 that did not recur in Q1 2023 and a reduction in intangible amortization expense, partially offset by a change in year-over-year mix and higher expenses associated with acquired businesses.

Interest Expense, net

The $2 million decrease in Interest expense, net in the first quarter of 2023 compared to the first quarter of 2022 was primarily driven by higher interest income earned on cash, partially offset by higher outstanding debt.

Other, net

The $22 million decrease in Other, net in the first quarter of 2023 compared to the first quarter of 2022 was primarily driven by:

• $19 million of foreign currency losses in the first quarter of 2023 compared to $23 million of foreign currency gains in the first quarter of 2022;

• $21 million gain on an equity method investment in the first quarter of 2022 that did not recur in the first quarter of 2023;

• $25 million of net periodic pension and postretirement benefit in the first quarter of 2023 compared to $32 million of net periodic pension and postretirement benefit in the first quarter of 2022; and

• $6 million of investment impairments in the first quarter of 2023 compared to $1 million of investment impairments in the first quarter of 2022; partially offset by

• $7 million gain on derivatives in the first quarter of 2023 compared to a $23 million loss on derivatives in the first quarter of 2022; and

• $3 million gain on fair value adjustments to equity investments in the first quarter of 2023 compared to an $18 million loss on fair value adjustments to equity investments in the first quarter of 2022.

Effective Tax Rate

Income tax expense increased by $128 million in the first quarter of 2023 compared to the first quarter of 2022, resulting in an effective tax rate of 22%. Our effective tax rate for the three months ended April 1, 2023 of 22% was higher than the effective tax rate for the three months ended April 2, 2022 of (22)%, primarily due to a net deferred tax benefit as a result of an intra-group transfer of certain IP rights, a higher foreign derived intangible income deduction and higher excess tax benefits of share-based compensation in 2022.

Reorganization of Business

During the first quarter of 2023, we recorded net reorganization of business charges of $13 million, including $7 million of charges recorded within Other charges and $6 million of charges in Costs of sales in our Condensed Consolidated Statements of Operations. Included in the $13 million were charges of $15 million related to employee separation costs, partially offset by $2 million of reversals for accruals no longer needed.

During the first quarter of 2022, we recorded net reorganization of business charges of $10 million, including $7 million of charges in Other charges and $3 million of charges in Costs of sales in our Condensed Consolidated Statements of Operations. Included in the $10 million were charges of $12 million related to employee separation costs, partially offset by $2 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by segment:

Cash payments for employee severance in connection with the reorganization of business plans were $10 million in the first quarter of 2023 and $12 million in the first quarter of 2022. The reorganization of business accrual at April 1, 2023 was $29 million related to employee separation costs that are expected to be paid within one year.

At January 1, 2023, we had an accrual of $10 million for exit costs, related to our exit of the ESN contract with the Home Office in 2022. The $10 million of exit costs are recorded in Accrued liabilities in the our Condensed Consolidated Balance Sheet at April 1, 2023, and are expected to be paid within one year.

Liquidity and Capital Resources

Cash and Cash Equivalents

At April 1, 2023, $599 million of the $1.0 billion cash and cash equivalents balance was held in the U.S. and $423 million was held in other countries, with $83 million held in the United Kingdom.

Operating Activities

The decrease in cash flows provided by operating activities from the first quarter of 2022 to the first quarter of 2023 was driven primarily by higher working capital and a one time $70 million cash tax payment related to an intellectual property reorganization completed in 2022.

Investing Activities

The decrease in cash flows used for investing activities in the first quarter of 2023 compared to the first quarter of 2022 was primarily due to a $508 million decrease in cash used for acquisitions and investments.

Financing Activities

The decrease in cash flows used for financing activities in the first quarter of 2023 compared to the first quarter of 2022 was primarily driven by (see also further discussion in the "Debt," "Share Repurchase Program" and "Dividends" sections below in this Part I, Item 2 of this Form 10-Q):

• $353 million decrease in share repurchases in the first quarter of 2023 compared to the first quarter of 2022;

• $26 million decrease in net proceeds from the issuance of common stock in connection with our employee stock option and employee stock purchase plans in the first quarter of 2023 compared to the first quarter of 2022; and

• $1 million decrease in repayments of debt in the first quarter of 2023 compared to the first quarter of 2022; partially offset by

• $14 million increase in the payment of dividends in the first quarter of 2023 compared to the first quarter of 2022.

Sales of Receivables

The following table summarizes the proceeds received from sales of accounts receivable and long-term customer financing receivables for the three months ended April 1, 2023 and April 2, 2022:

Debt

We had outstanding debt of $6.0 billion at each of April 1, 2023 and December 31, 2022, including the current portions of $1 million and $1 million, at April 1, 2023 and December 31, 2022, respectively.

We have a $2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in March 2026 (the "2021 Motorola Solutions Credit Agreement"). The 2021 Motorola Solutions Credit Agreement includes a letter of credit sub-limit and fronting commitments of $450 million. Borrowings under the facility bear interest at the prime rate plus the applicable margin, or at a spread above the Secured Overnight Financing Rate ("SOFR"), at our option. An annual facility fee is payable on the undrawn amount of the credit line. The interest rate and facility fee are subject to adjustment if our credit rating changes. We must comply with certain customary covenants including a maximum leverage ratio, as defined in the 2021 Motorola Solutions Credit Agreement. We were in compliance with our financial covenants as of April 1, 2023. On February 8, 2023, we entered into an amendment to the 2021 Motorola Solutions Credit Agreement to replace the interest rate benchmark from London Interbank Offered Rate (LIBOR) to SOFR.

On September 5, 2019, we entered into an agreement with Silver Lake Partners to issue $1.0 billion of 1.75% senior convertible notes which mature in September 2024 ("Senior Convertible Notes"). Interest on these notes is payable semiannually. The Senior Convertible Notes became fully convertible on September 5, 2021. The notes are convertible based on a conversion rate of 4.9670 per $1,000 principal amount (which is equal to conversion price of $201.33 per share). In November 2021, the Company's Board of Directors approved an irrevocable determination requiring the future settlement of the principal amount of the Senior Convertible Notes to be settled in cash.

We have an unsecured commercial paper program, backed by the 2021 Motorola Solutions Credit Agreement, under which we may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $2.2 billion outstanding at any one time. Proceeds from the issuances of the notes are expected to be used for general corporate purposes. As of April 1, 2023 we had no outstanding debt under the commercial paper program.

Share Repurchase Program

During the three months ended April 1, 2023, we paid an aggregate of $140 million, including transaction costs, to repurchase approximately 0.5 million shares at an average price of $261.75 per share. As of April 1, 2023, we had used approximately $14.9 billion of the share repurchase authority to repurchase shares, leaving $1.1 billion of authority available for future repurchases.

Dividends

During the first quarter of 2023 we paid $148 million in cash dividends to holders of our common stock. Subsequent to the quarter, we paid an additional $148 million in cash dividends to holders of our common stock.

Adequate Internal Funding Resources

We believe that we have adequate internal resources available to generate adequate amounts of cash to meet our expected working capital, capital expenditure and cash requirements for the next twelve months and the foreseeable future, as supported by the level of cash and cash equivalents in the U.S., the ability to repatriate funds from foreign jurisdictions, cash provided by operations, as well as liquidity provided by our commercial paper program backed by the 2021 Motorola Solutions Credit Agreement.

We do not anticipate a material decrease to net future cash flows generated from operations. We expect to use our available cash, investments, and debt facilities to support and invest in our business. This includes investing in our existing products and technologies, seeking new acquisition opportunities related to our strategic growth initiatives and returning cash to shareholders through common stock cash dividend payments (subject to the discretion of our Board of Directors) and share repurchases. Refer also to the “Macroeconomic Events” section in this Part I, Item 2 of this Form 10-Q for a discussion of the impact of macroeconomic events on our liquidity.

Long-Term Customer Financing Commitments

We had outstanding commitments to provide long-term financing to third parties totaling $153 million at April 1, 2023, compared to $65 million at December 31, 2022.

Recent Accounting Pronouncements

See "Recent Accounting Pronouncements" and “Recently Adopted Accounting Pronouncements” in Note 1, “Basis of Presentation” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

There have been no material changes to our interest rate risk or foreign currency risk during the three months ended April 1, 2023. For a discussion of our exposure to interest rate risk and foreign currency risk, refer to our disclosures set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of the Form 10-K.

(a) Evaluation of disclosure controls and procedures. 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) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Form 10-Q (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to Motorola Solutions, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to Motorola Solutions’ management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter ended April 1, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

In addition to the matter referenced below, the Company is subject to legal proceedings and claims that have not been fully resolved and which have arisen in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's condensed consolidated financial position, liquidity, or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company's condensed consolidated financial position, liquidity, or results of operations in the periods in which the matters are ultimately resolved, or in the periods in which more information is obtained that changes management's opinion of the ultimate disposition.

Refer to the description of "Hytera Litigation" in Note 12, “Commitments and Contingencies,” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for information regarding our legal proceedings.

There have been no material changes to the risk factors previously disclosed in the Form 10-K, other than the updates below.

We are exposed to risks under large, multi-year system and services contracts that may negatively impact our business.

We enter into large, multi-year system and services contracts with municipal, state, and nationwide government and commercial customers. In some cases, we may not be the prime contractor and may be dependent on other third-parties such as commercial carriers or systems integrators. Our entry into these contracts exposes us to risks, including among others: (i) technological risks, (ii) risk of defaults by third-parties on whom we are relying for products or services as part of our offering or who are the prime contractors, (iii) financial risks, including potential penalties applicable to us if performance commitments in managed services contracts are not met, the estimates inherent in projecting costs associated with such contracts, the fact that such contracts often only receive partial funding initially and may be cancellable on short notice with limited penalties, our inability to recover front-loaded capital expenditures in long-term managed services contracts, the impact of the termination of funding for a government program or the insolvency of a commercial customer, and the impact of currency fluctuations and inflation, (iv) cybersecurity risk, especially in managed services contracts with public safety and commercial customers that process data, and (v) political or regulatory risk, especially related to the contracts with government customers, including our Airwave and Emergency Services Network (“ESN”) government contracts in the UK.

For example, with respect to financial risks of such contracts, in the third quarter of 2022, we realized a fixed asset impairment loss of $147 million related to our ESN service contract with the Home Office of the UK. Moreover, with respect to the political or regulatory risks of such contracts, in October 2021, the UK’s Competition and Markets Authority (the “CMA”) announced that it had opened a market investigation into the Mobile Radio Network for the Police and Emergency Services. This investigation affects Airwave, our private mobile radio communications network that we acquired in 2016. Airwave provides mission-critical voice and data communications to public emergency service agencies in Great Britain. In April 2023, the CMA published a final decision which states the CMA intends to implement a prospective price control on the Airwave contract. We disagree with the CMA’s decision and expect to file an appeal; however, if the appeal is unsuccessful, prospective price controls on the Airwave contract could be implemented.

Our employees, customers, suppliers and outsource partners are located throughout the world and, as a result, we face risks that other companies that are not global may not face.

Our customers and suppliers are located throughout the world. In 2022, 30% of our revenue was generated outside of North America. In addition, 47% of our employees were employed outside of North America in 2022. Most of our suppliers' operations are outside the U.S.

A significant amount of manufacturing and research and development of our products, as well as administrative and sales facilities, takes place outside of the U.S. If the operations in these facilities are disrupted, our business, financial condition, results of operation, and cash flows could be negatively impacted.

Because of these sizable sales and operations outside of the U.S., we have more complexity in our operations and are exposed to a unique set of global risks that could negatively impact our business, financial condition, results of operations, and cash flows, including but not limited to: (i) currency fluctuations, including but not limited to increased pressure to agree to established currency conversion rates and cost of living adjustments as a result of foreign currency fluctuations, (ii) import/export regulations, tariffs, trade barriers and trade disputes, customs classifications and certifications, including but not limited to changes in classifications or errors or omissions related to such classifications and certifications, (iii) compliance with and changes in U.S. and non-U.S. laws or regulations related to antitrust and competition (such as the CMA’s findings in connection with its market investigation into the Mobile Radio Network for the Police and Emergency Services), anti-corruption (such as the Foreign Corrupt Practices Act and the U.K. Bribery Act), trade, labor and employment, environmental, health and safety, technical standards, consumer protection, intellectual property and data privacy, (iv) tax issues, such as tax law changes, variations in tax laws from country to country and as compared to the U.S., obligations under tax incentive agreements, and difficulties in securing local country approvals for cash repatriations, (v) reduced financial flexibility given that a significant percentage of our cash and cash equivalents is currently held outside of the U.S., (vi) challenges in collecting accounts

receivable, (vii) cultural and language differences, (viii) instability in economic or political conditions, including inflation, recession and actual or anticipated military or political conflicts (such as the Russia-Ukraine conflict) and terrorism, (ix) natural disasters, (x) public health issues or outbreaks or pandemics, such as the continuing COVID-19 pandemic, and (xi) litigation in foreign court systems and foreign enforcement or administrative proceedings.

Additionally, the benefits we receive under various agreements we have entered into with non-U.S. governments and agencies relate to our operations and/or sales in such foreign jurisdictions. If our operations or sales are not at levels originally anticipated, we may be at risk of having to reimburse benefits already granted, which could increase our cost of doing business in such foreign jurisdictions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information with respect to acquisitions by the Company of shares of its common stock during the quarter ended April 1, 2023.

**(1)**Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.

**(2)**As originally announced on July 28, 2011, and subsequently amended, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $16.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of April 1, 2023, the Company had used approximately $14.9 billion, including transaction costs, to repurchase shares, leaving $1.1 billion of authority available for future repurchases.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

None.