Motorola Solutions 10-Q 2026-07-04
Filed 2026-08-05. 8 sections, 215K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 4, 2026
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-7221
MOTOROLA SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 36-1115800 | |||||||
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||||||||
| Common Stock | $0.01 | Par Value | MSI | New York Stock Exchange |
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):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
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 July 31, 2026 was 165,493,788.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (In millions, except per share amounts) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 | |||||||||||||||||||
| Net sales from products | $ | 1,818 | $ | 1,533 | $ | 3,300 | $ | 2,980 | |||||||||||||||
| Net sales from services | 1,315 | 1,232 | 2,548 | 2,313 | |||||||||||||||||||
| Net sales | 3,133 | 2,765 | 5,848 | 5,293 | |||||||||||||||||||
| Costs of products sales | 702 | 646 | 1,332 | 1,220 | |||||||||||||||||||
| Costs of services sales | 753 | 706 | 1,476 | 1,360 | |||||||||||||||||||
| Costs of sales | 1,455 | 1,352 | 2,808 | 2,580 | |||||||||||||||||||
| Gross margin | 1,678 | 1,413 | 3,040 | 2,713 | |||||||||||||||||||
| Selling, general and administrative expenses | 496 | 450 | 935 | 886 | |||||||||||||||||||
| Research and development expenditures | 260 | 231 | 512 | 464 | |||||||||||||||||||
| Other charges | 113 | 40 | 259 | 89 | |||||||||||||||||||
| Operating earnings | 809 | 692 | 1,334 | 1,274 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense, net | (103) | (55) | (208) | (106) | |||||||||||||||||||
| Other, net | 36 | 43 | 56 | 59 | |||||||||||||||||||
| Total other expense | (67) | (12) | (152) | (47) | |||||||||||||||||||
| Net earnings before income taxes | 742 | 680 | 1,182 | 1,227 | |||||||||||||||||||
| Income tax expense | 184 | 165 | 256 | 280 | |||||||||||||||||||
| Net earnings | 558 | 515 | 926 | 947 | |||||||||||||||||||
| Less: Earnings attributable to non-controlling interests | 1 | 2 | 3 | 4 | |||||||||||||||||||
| Net earnings attributable to Motorola Solutions, Inc. | $ | 557 | $ | 513 | $ | 923 | $ | 943 | |||||||||||||||
| Earnings per common share: | |||||||||||||||||||||||
| Basic | $ | 3.36 | $ | 3.08 | $ | 5.57 | $ | 5.65 | |||||||||||||||
| Diluted | $ | 3.33 | $ | 3.04 | $ | 5.51 | $ | 5.57 | |||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 165.8 | 166.8 | 165.8 | 166.8 | |||||||||||||||||||
| Diluted | 167.2 | 168.8 | 167.6 | 169.4 |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| (In millions) | July 4, 2026 | June 28, 2025 | July 4, 2026 | June 28, 2025 | |||||||||||||||||||
| Net earnings | $ | 558 | $ | 515 | $ | 926 | $ | 947 | |||||||||||||||
| Foreign currency translation adjustments | (20) | 77 | (35) | 118 | |||||||||||||||||||
| Defined benefit plans | 18 | 11 | 30 | 9 | |||||||||||||||||||
| Total other comprehensive income (loss), net of tax | (2) | 88 | (5) | 127 | |||||||||||||||||||
| Comprehensive income | 556 | 603 | 921 | 1,074 | |||||||||||||||||||
| Less: Earnings attributable to non-controlling interests | 1 | 2 | 3 | 4 | |||||||||||||||||||
| Comprehensive income attributable to Motorola Solutions, Inc. common shareholders | $ | 555 | $ | 601 | $ | 918 | $ | 1,070 |
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
Condensed Consolidated Balance Sheets (Unaudited)
| (In millions, except par value) | July 4, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 710 | $ | 1,165 | |||||||
| Accounts receivable, net | 2,160 | 2,200 | |||||||||
| Contract assets | 1,455 | 1,574 | |||||||||
| Inventories, net | 1,333 | 983 | |||||||||
| Other current assets | 474 | 378 | |||||||||
| Total current assets | 6,132 | 6,300 | |||||||||
| Property, plant and equipment, net | 1,167 | 1,165 | |||||||||
| Operating lease assets | 571 | 581 | |||||||||
| Investments | 300 | 187 | |||||||||
| Deferred income taxes | 733 | 761 | |||||||||
| Goodwill | 6,883 | 6,800 | |||||||||
| Intangible assets, net | 2,951 | 3,104 | |||||||||
| Other assets | 505 | 491 | |||||||||
| Total assets | $ | 19,242 | $ | 19,389 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Short-term borrowings | $ | 615 | $ | 749 | |||||||
| Accounts payable | 957 | 1,134 | |||||||||
| Contract liabilities | 2,341 | 2,265 | |||||||||
| Accrued liabilities | 1,666 | 1,930 | |||||||||
| Total current liabilities | 5,579 | 6,078 | |||||||||
| Long-term debt | 8,417 | 8,413 | |||||||||
| Operating lease liabilities | 442 | 471 | |||||||||
| Other liabilities | 2,116 | 2,000 | |||||||||
| Stockholders’ Equity | |||||||||||
| Preferred stock, $100 par value: 0.5 shares authorized; none issued and outstanding | — |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 and six months ended July 4, 2026 and June 28, 2025, 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, 2025 (the "Form 10-K").
Forward-Looking Statements
Statements in this Quarterly Report on Form 10-Q for the quarter ended July 4, 2026 (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, and those described elsewhere in our other SEC filings. Forward-looking statements include, but are not limited to, statements under the following headings: (1) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the impact of changes in the global trade environment, the dynamic supply chain environment and the memory market on our business, and our actions in response thereto (including with respect to inventory levels); (b) the impact of acquisitions on our business; (c) our plans to assess the impact of changes to tax law on our business; (d) the return of capital to shareholders through dividends and/or repurchasing shares; (e) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs; (f) our ability to repatriate funds; (g) the liquidity of our investments; (h) our ability to access the capital markets; (i) our use of proceeds from the issuance of notes under our unsecured commercial paper program; (j) adequacy of internal resources to generate adequate amounts of cash to meet expected working capital, capital expenditure and cash requirements; and (k) future cash flows generated from operations, and future uses of cash, investments and debt facilities; and (2) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency risk; and (b) future hedging activity and expectations of the Company.
Executive Overview
Business Overview
The Company manages the business through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, the Company reports net sales across three principal product lines:
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MCN: Infrastructure, mobile ad-hoc network ("MANET") technology, devices (two-way radio and broadband, including both for public safety and professional and commercial radio ("PCR")), software and artificial intelligence ("AI")-powered capabilities. MCN includes installation and integration, backed by managed and support services, to help assure mission-critical communications availability, security and resiliency;
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Video: Cameras (fixed, body-worn, in-vehicle), access control, sensors, infrastructure, video management, video monitoring, software and AI-powered analytics that enable visibility of events and focus attention on what's important, to inform faster and more accurate decisions and actions; and
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Command Center: Command center solutions, software applications and AI-powered capabilities, that unify voice and data from public safety agencies, enterprises and the community, enabling a broad informational view of operations and incidents while helping to accelerate workflows and improve the accuracy, speed and trust of decisions.
We have invested across these three technologies organically and through acquisitions to evolve our land mobile radio ("LMR") focus and expand our ecosystem of safety and security products and services. Across all three technologies, we offer AI-powered capabilities and software solutions, services such as cybersecurity subscription services and managed and support services.
Second Quarter Financial Results
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Net sales were $3.1 billion in the second quarter of 2026 compared to $2.8 billion in the second quarter of 2025.
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Operating earnings were $809 million in the second quarter of 2026 compared to $692 million in the second quarter of 2025.
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Net earnings attributable to Motorola Solutions, Inc. was $557 million, or $3.33 per diluted common share, in the second quarter of 2026, compared to $513 million, or $3.04 per diluted common share, in the second quarter of 2025.
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Operating cash flow increased $137 million to $920 million in the first half of 2026 compared to $783 million in the first half of 2025.
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We repurchased $444 million of common stock and paid $402 million in dividends in the first half of 2026.
Recent Events
Macroeconomic Environment Update
The global trade landscape continues to shift rapidly, including evolving tariffs and import/export regulations, such as restrictions around rare earth minerals, trade barriers and trade disputes.
On February 20, 2026, a U.S. Supreme Court ruling invalidated tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). On April 20, 2026, the U.S. Customs and Border Protection launched a system to process IEEPA tariff refund claims. Following the implementation of this system, we have determined that the recovery of a portion of these refunds is now probable. Accordingly, during the quarter ended July 4, 2026, we recognized a favorable adjustment of $60 million recorded within Cost of sales in our Condensed Consolidated Statements of Operations.
In addition, we are experiencing higher costs for memory in our products which is a result of substantial demand in the market driven by AI. As a result, we continue to observe elevated volatility and uncertainty around the global supply chain. We engage with global suppliers across a diverse network of locations around the world. We are actively managing our inventory and continue to work with our global supply base to mitigate our exposure to elevated volatility and uncertainty from these rising memory costs, as well as global tariffs and import/export regulations that have developed, and which may continue to develop, to ensure supply continues at levels necessary to meet our current customer demand. We expect inventory levels to remain elevated as we mitigate this dynamic supply chain environment. The current environment has led to increased costs on materials and components, for which we continue to develop mitigation actions going forward.
Recent Acquisitions
| Segment(s) | Technology | Acquisition | Description | Purchase Price | Date of Acquisition | ||||||||||||
| Software and Services | Command Center | Hyper | Provider of conversational, agentic AI designed to reduce the burden on understaffed public safety answering points (PSAPs) by handling non-emergency calls. | $23 million and share-based compensatio |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our interest rate risk or foreign currency risk during the six months ended July 4, 2026. 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.
Item 4. Controls and Procedures
(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) or 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 July 4, 2026 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 Civil 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.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in the Form 10-K.
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 July 4, 2026.
| Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share (1) | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Program (2) | (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program*(2)* | |||||||||||||||||||
| 4/2/2026 to 4/30/2026 | 242,336 | $ | 437.91 | 242,336 | $ | 858,749,450 | |||||||||||||||||
| 5/1/2026 to 5/28/2026 | 482,471 | $ | 402.74 | 482,471 | $ | 664,441,472 | |||||||||||||||||
| 5/29/2026 to 7/1/2026 | 63,063 | $ | 402.45 | 63,063 | $ | 639,061,498 | |||||||||||||||||
| Total | 787,870 | $ | 413.53 | 787,870 |
**(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 Condensed Consolidated Statement of Stockholders' Equity for the quarter ended July 4, 2026.
**(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 $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 July 4, 2026, the Company had used approximately $17.4 billion to repurchase shares, leaving $0.6 billion of authority available for future repurchases.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
During the three months ended July 4, 2026, 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 6. Exhibits
| Exhibit No. | Exhibit | |||||||
| *31.1 | Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| *31.2 | Certification of Jason J. Winkler pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| **32.1 | Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| **32.2 | Certification of Jason J. Winkler pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
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| * | Filed herewith | ||||
| ** | Furnished herewith | ||||
| MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. ©2026 Motorola Solutions, Inc. All rights reserved. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MOTOROLA SOLUTIONS, INC. | |||||||||||
| By: | /S/ KATHERINE MAHER | ||||||||||
| Katherine Maher Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer & Duly Authorized Officer) |
August 5, 2026