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ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
36-1115800
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $.01 Par Value per Share
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
Emerging growth company
¨
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
Page
|
General
|
|
Business Organization
|
|
Strategy and Focus Areas
|
|
Customers and Contracts
|
|
Competition
|
|
Inventory and Raw Materials
|
|
Environmental Quality
and Regulatory Matters
|
|
Material Dispositions
|
|
Industry standard definition
|
The Association of Public Safety Communications Officials
Project 25 standard ("APCO-25") |
The European Telecommunications Standards Institute (“ETSI”)
Terrestrial Trunked Radio standard ("TETRA") |
ETSI, Digital mobile radio ("DMR") and professional commercial radio ("PCR") standards
|
Industry standard name
|
APCO P25
|
TETRA
|
DMR
|
Motorola Solutions product name
|
ASTRO
|
Dimetra IP
|
PCR MOTOTRBO (Digital)
|
Primary end users
|
Government, Public Safety
|
Government, Public Safety
|
Commercial
|
Primary geographic region of use
|
North America, Latin America, Asia, Middle East, Africa
|
Europe, Asia, Latin America, Middle East, Africa
|
All regions
|
Integration services
|
Integration services includes the implementation, optimization, and integration of systems, devices, software, and applications. Integration services represented 30% of the net sales of the Services segment in 2017.
|
Managed & Support services
|
Managed & Support services includes a continuum of service offerings beginning with repair, technical support, and hardware maintenance. More advanced offerings include network monitoring, software maintenance, and cyber security services. Managed service offerings range from partial or full operation of customer owned networks to operation of Motorola Solutions owned networks. Services and Software as a Service (SaaS) are provided across all radio network technologies, Command Center Software Offerings, and Smart Public Safety Solutions. Managed & Support services represented 69% of the net sales of the Services segment in 2017.
|
iDEN services
|
Integrated Digital Enhanced Network (“iDEN”) is a Motorola Solutions proprietary push-to-talk technology. iDEN services consist primarily of hardware and software maintenance services for our legacy iDEN customers and represented 1% of the net sales of the Services segment in 2017.
|
|
December 31
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Products
|
$
|
1,895
|
|
|
$
|
1,513
|
|
Services
|
7,717
|
|
|
6,858
|
|
||
|
$
|
9,612
|
|
|
$
|
8,371
|
|
•
|
Motorola Solutions, Inc. Restated Certificate of Incorporation with Amendments
|
•
|
Conformed Restated Certificate of Incorporation of Motorola Solutions, Inc. (amended Jan. 4, 2011)
|
•
|
Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc. (effective Jan. 4, 2011)
|
•
|
Certificate of Ownership and Merger of Motorola Name Change Corporation into Motorola, Inc. (effective Jan. 4, 2011)
|
•
|
Motorola Solutions, Inc. Amended and Restated Bylaws
|
•
|
Board Governance Guidelines
|
•
|
Director Independence Guidelines
|
•
|
Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors
|
•
|
Motorola Solutions Code of Business Conduct, which is applicable to all Motorola Solutions employees, including the principal executive officers, the principal financial officer and the controller (principal accounting officer)
|
•
|
Audit Committee Charter
|
•
|
Compensation and Leadership Committee Charter
|
•
|
Governance and Nominating Committee Charter
|
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)
|
||||||
09/28/17 to 10/25/17
|
—
|
|
|
N/A
|
|
|
—
|
|
|
$
|
1,833,468,345
|
|
|
10/26/17 to 11/22/17
|
749,423
|
|
|
$
|
91.59
|
|
|
749,423
|
|
|
$
|
1,770,826,834
|
|
11/23/17 to 12/27/17
|
610,029
|
|
|
$
|
92.39
|
|
|
610,029
|
|
|
$
|
1,708,468,411
|
|
Total
|
1,359,452
|
|
|
$
|
91.95
|
|
|
1,359,452
|
|
|
|
|
|
(1)
|
Average price paid per share of common stock repurchased is the execution price, including commissions paid to brokers.
|
(2)
|
Through a series of actions, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $14.0 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, 2017, the Company had used approximately $12.3 billion, including transaction costs, to repurchase shares.
|
|
Years Ended December 31
|
||||||||||||||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
$
|
5,695
|
|
|
$
|
5,881
|
|
|
$
|
6,227
|
|
Operating earnings (loss)
|
1,282
|
|
|
1,067
|
|
|
994
|
|
|
(1,006
|
)
|
|
947
|
|
|||||
Earnings (loss) from continuing operations, net of tax*
|
(155
|
)
|
|
560
|
|
|
640
|
|
|
(697
|
)
|
|
933
|
|
|||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) from continuing operations per common share*
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.17
|
|
|
$
|
(2.84
|
)
|
|
$
|
3.45
|
|
Earnings (loss) per diluted common share*
|
(0.95
|
)
|
|
3.24
|
|
|
3.02
|
|
|
5.29
|
|
|
4.06
|
|
|||||
Diluted weighted average common shares outstanding (in millions)
|
162.9
|
|
|
173.1
|
|
|
201.8
|
|
|
245.6
|
|
|
270.5
|
|
|||||
Dividends declared per share
|
$
|
1.93
|
|
|
$
|
1.70
|
|
|
$
|
1.43
|
|
|
$
|
1.30
|
|
|
$
|
1.14
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
8,208
|
|
|
$
|
8,463
|
|
|
$
|
8,346
|
|
|
$
|
10,423
|
|
|
$
|
11,851
|
|
Total debt
|
4,471
|
|
|
4,396
|
|
|
4,349
|
|
|
3,400
|
|
|
2,461
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
227
|
|
|
$
|
271
|
|
|
$
|
175
|
|
|
$
|
181
|
|
|
$
|
169
|
|
% of sales
|
3.6
|
%
|
|
4.5
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
2.7
|
%
|
|||||
Research and development expenditures
|
$
|
568
|
|
|
$
|
553
|
|
|
$
|
620
|
|
|
$
|
681
|
|
|
$
|
761
|
|
% of sales
|
8.9
|
%
|
|
9.2
|
%
|
|
10.9
|
%
|
|
11.6
|
%
|
|
12.2
|
%
|
•
|
Ended
2017
with a record backlog position of
$9.6 billion
, up
15%
compared to
2016
|
•
|
Net sales were
$6.4 billion
in
2017
compared to
$6.0 billion
in
2016
and grew in every region
|
•
|
Operating earnings were
$1.3 billion
in
2017
, compared to
$1.1 billion
in
2016
|
•
|
Recorded an $874 million tax expense due to U.S. tax reform
|
•
|
Loss from continuing operations was
$155 million
, or
$0.95
per diluted common share in
2017
, compared to earnings of
$560 million
, or
$3.24
per diluted common share in
2016
|
•
|
Operating cash flow increased
$181 million
to
$1.3 billion
in
2017
|
•
|
Returned
$790 million
of capital in the form of
$483 million
in share repurchases and
$307 million
in dividends in
2017
and invested
$298 million
in acquisitions
|
•
|
Increased our quarterly dividend by 11% to
$0.52
per share in November
2017
|
•
|
In the Products segment, net sales were
$3.8 billion
in
2017
, an
increase
of
$123 million
, or
3%
, compared to
$3.6 billion
in
2016
. On a geographic basis, net sales increased in every region, compared to
2016
. Operating earnings were
$914 million
in
2017
, compared to
$734 million
in
2016
. Operating margin increased in
2017
to
24.2%
from
20.1%
in
2016
.
|
•
|
In the Services segment, net sales were
$2.6 billion
in
2017
, an
increase
of
$219 million
, or
9%
, compared to
$2.4 billion
in
2016
. On a geographic basis, net sales increased in every region, compared to
2016
. Managed & Support services grew
12%
primarily driven by the acquisitions of Airwave, Spillman Technologies, Interexport and Kodiak Networks. Operating earnings were
$368 million
in
2017
, compared to
$333 million
in
2016
. Operating margin increased in
2017
to
14.1%
from
13.9%
in
2016
.
|
|
Years ended December 31
|
|||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2017
|
|
% of
Sales ** |
|
2016
|
|
% of
Sales ** |
|
2015
|
|
% of
Sales ** |
|||||||||
Net sales from products
|
$
|
3,772
|
|
|
|
|
$
|
3,649
|
|
|
|
|
$
|
3,676
|
|
|
|
|||
Net sales from services
|
2,608
|
|
|
|
|
2,389
|
|
|
|
|
2,019
|
|
|
|
||||||
Net sales
|
6,380
|
|
|
|
|
6,038
|
|
|
|
|
5,695
|
|
|
|
||||||
Costs of product sales
|
1,686
|
|
|
44.7
|
%
|
|
1,649
|
|
|
45.2
|
%
|
|
1,625
|
|
|
44.2
|
%
|
|||
Costs of services sales
|
1,670
|
|
|
64.0
|
%
|
|
1,520
|
|
|
63.6
|
%
|
|
1,351
|
|
|
66.9
|
%
|
|||
Costs of sales
|
3,356
|
|
|
52.6
|
%
|
|
3,169
|
|
|
52.5
|
%
|
|
2,976
|
|
|
52.3
|
%
|
|||
Gross margin
|
3,024
|
|
|
47.4
|
%
|
|
2,869
|
|
|
47.5
|
%
|
|
2,719
|
|
|
47.7
|
%
|
|||
Selling, general and administrative expenses
|
979
|
|
|
15.3
|
%
|
|
1,000
|
|
|
16.6
|
%
|
|
1,021
|
|
|
17.9
|
%
|
|||
Research and development expenditures
|
568
|
|
|
8.9
|
%
|
|
553
|
|
|
9.2
|
%
|
|
620
|
|
|
10.9
|
%
|
|||
Other charges
|
195
|
|
|
3.1
|
%
|
|
249
|
|
|
4.1
|
%
|
|
84
|
|
|
1.5
|
%
|
|||
Operating earnings
|
1,282
|
|
|
20.1
|
%
|
|
1,067
|
|
|
17.7
|
%
|
|
994
|
|
|
17.5
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense, net
|
(201
|
)
|
|
(3.2
|
)%
|
|
(205
|
)
|
|
(3.4
|
)%
|
|
(173
|
)
|
|
(3.0
|
)%
|
|||
Gains (losses) on sales of investments and businesses, net
|
3
|
|
|
—
|
%
|
|
(6
|
)
|
|
(0.1
|
)%
|
|
107
|
|
|
1.9
|
%
|
|||
Other
|
(8
|
)
|
|
(0.1
|
)%
|
|
(12
|
)
|
|
(0.2
|
)%
|
|
(11
|
)
|
|
(0.2
|
)%
|
|||
Total other expense
|
(206
|
)
|
|
(3.2
|
)%
|
|
(223
|
)
|
|
(3.7
|
)%
|
|
(77
|
)
|
|
(1.4
|
)%
|
|||
Earnings from continuing operations before income taxes
|
1,076
|
|
|
16.9
|
%
|
|
844
|
|
|
14.0
|
%
|
|
917
|
|
|
16.1
|
%
|
|||
Income tax expense
|
1,227
|
|
|
19.2
|
%
|
|
282
|
|
|
4.7
|
%
|
|
274
|
|
|
4.8
|
%
|
|||
Earnings (loss) from continuing operations
|
(151
|
)
|
|
(2.4
|
)%
|
|
562
|
|
|
9.3
|
%
|
|
643
|
|
|
11.3
|
%
|
|||
Less: Earnings attributable to noncontrolling interests
|
4
|
|
|
0.1
|
%
|
|
2
|
|
|
—
|
%
|
|
3
|
|
|
0.1
|
%
|
|||
Earnings (loss) from continuing operations*
|
(155
|
)
|
|
(2.4
|
)%
|
|
560
|
|
|
9.3
|
%
|
|
640
|
|
|
11.2
|
%
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(30
|
)
|
|
(0.5
|
)%
|
|||
Net earnings (loss)*
|
$
|
(155
|
)
|
|
(2.4
|
)%
|
|
$
|
560
|
|
|
9.3
|
%
|
|
$
|
610
|
|
|
10.7
|
%
|
Earnings (loss) per diluted common share*:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
$
|
(0.95
|
)
|
|
|
|
$
|
3.24
|
|
|
|
|
$
|
3.17
|
|
|
|
|||
Discontinued operations
|
—
|
|
|
|
|
—
|
|
|
|
|
(0.15
|
)
|
|
|
||||||
Earnings per diluted common share*
|
$
|
(0.95
|
)
|
|
|
|
$
|
3.24
|
|
|
|
|
$
|
3.02
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Americas
|
68
|
%
|
|
68
|
%
|
|
71
|
%
|
EMEA
|
21
|
%
|
|
21
|
%
|
|
17
|
%
|
AP
|
11
|
%
|
|
11
|
%
|
|
12
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Years ended December 31
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017—2016
|
|
2016—2015
|
||||||||
Segment net sales
|
$
|
3,772
|
|
|
$
|
3,649
|
|
|
$
|
3,676
|
|
|
3
|
%
|
|
(1
|
)%
|
Operating earnings (loss)
|
914
|
|
|
734
|
|
|
704
|
|
|
25
|
%
|
|
4
|
%
|
|
Years ended December 31
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
2017
|
|
2016
|
|
2015
|
|
2017—2016
|
|
2016—2015
|
||||||||
Segment net sales
|
$
|
2,608
|
|
|
$
|
2,389
|
|
|
$
|
2,019
|
|
|
9
|
%
|
|
18
|
%
|
Operating earnings (loss)
|
368
|
|
|
333
|
|
|
290
|
|
|
11
|
%
|
|
15
|
%
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Products
|
$
|
31
|
|
|
$
|
106
|
|
|
$
|
84
|
|
Services
|
11
|
|
|
34
|
|
|
33
|
|
|||
|
$
|
42
|
|
|
$
|
140
|
|
|
$
|
117
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||||||
(in millions)
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Uncertain
Timeframe |
|
Thereafter
|
||||||||||||||||
Long-term debt obligations
|
$
|
4,528
|
|
|
$
|
52
|
|
|
$
|
6
|
|
|
$
|
1,007
|
|
|
$
|
417
|
|
|
$
|
770
|
|
|
$
|
—
|
|
|
$
|
2,276
|
|
Lease obligations
|
661
|
|
|
121
|
|
|
107
|
|
|
82
|
|
|
64
|
|
|
53
|
|
|
—
|
|
|
234
|
|
||||||||
Purchase obligations*
|
237
|
|
|
173
|
|
|
41
|
|
|
15
|
|
|
7
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||||
Tax obligations
|
76
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
||||||||
Total contractual obligations
|
$
|
5,502
|
|
|
$
|
360
|
|
|
$
|
154
|
|
|
$
|
1,104
|
|
|
$
|
488
|
|
|
$
|
824
|
|
|
$
|
62
|
|
|
$
|
2,510
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Accounts receivable sales proceeds
|
$
|
193
|
|
|
$
|
51
|
|
|
$
|
29
|
|
Long-term receivables sales proceeds
|
284
|
|
|
289
|
|
|
196
|
|
|||
Total proceeds from receivable sales
|
$
|
477
|
|
|
$
|
340
|
|
|
$
|
225
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2017
|
|
2016
|
||||
Euro
|
$
|
149
|
|
|
$
|
122
|
|
British Pound
|
72
|
|
|
246
|
|
||
Chinese Renminbi
|
(73
|
)
|
|
(108
|
)
|
||
Australian Dollar
|
(64
|
)
|
|
(51
|
)
|
||
Brazilian Real
|
(45
|
)
|
|
(56
|
)
|
|
Years ended December 31
|
||||||||||
(In millions, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales from products
|
$
|
3,772
|
|
|
$
|
3,649
|
|
|
$
|
3,676
|
|
Net sales from services
|
2,608
|
|
|
2,389
|
|
|
2,019
|
|
|||
Net sales
|
6,380
|
|
|
6,038
|
|
|
5,695
|
|
|||
Costs of products sales
|
1,686
|
|
|
1,649
|
|
|
1,625
|
|
|||
Costs of services sales
|
1,670
|
|
|
1,520
|
|
|
1,351
|
|
|||
Costs of sales
|
3,356
|
|
|
3,169
|
|
|
2,976
|
|
|||
Gross margin
|
3,024
|
|
|
2,869
|
|
|
2,719
|
|
|||
Selling, general and administrative expenses
|
979
|
|
|
1,000
|
|
|
1,021
|
|
|||
Research and development expenditures
|
568
|
|
|
553
|
|
|
620
|
|
|||
Other charges
|
195
|
|
|
249
|
|
|
84
|
|
|||
Operating earnings
|
1,282
|
|
|
1,067
|
|
|
994
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(201
|
)
|
|
(205
|
)
|
|
(173
|
)
|
|||
Gains (losses) on sales of investments and businesses, net
|
3
|
|
|
(6
|
)
|
|
107
|
|
|||
Other
|
(8
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|||
Total other expense
|
(206
|
)
|
|
(223
|
)
|
|
(77
|
)
|
|||
Earnings from continuing operations before income taxes
|
1,076
|
|
|
844
|
|
|
917
|
|
|||
Income tax expense
|
1,227
|
|
|
282
|
|
|
274
|
|
|||
Earnings (loss) from continuing operations
|
(151
|
)
|
|
562
|
|
|
643
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Net earnings (loss)
|
(151
|
)
|
|
562
|
|
|
613
|
|
|||
Less: Earnings attributable to noncontrolling interests
|
4
|
|
|
2
|
|
|
3
|
|
|||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders:
|
|
|
|
|
|
||||||
Earnings (loss) from continuing operations, net of tax
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
640
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
|
$
|
3.21
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.15
|
)
|
|||
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
|
$
|
3.06
|
|
Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.17
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.15
|
)
|
|||
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.02
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
|||
Diluted
|
162.9
|
|
|
173.1
|
|
|
201.8
|
|
|||
Dividends declared per share
|
$
|
1.93
|
|
|
$
|
1.70
|
|
|
$
|
1.43
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings (loss)
|
$
|
(151
|
)
|
|
$
|
562
|
|
|
$
|
613
|
|
Other comprehensive income (loss), net of tax (Note 3):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
141
|
|
|
(228
|
)
|
|
(62
|
)
|
|||
Marketable securities
|
6
|
|
|
3
|
|
|
(47
|
)
|
|||
Defined benefit plans
|
(392
|
)
|
|
(226
|
)
|
|
98
|
|
|||
Total other comprehensive loss, net of tax
|
(245
|
)
|
|
(451
|
)
|
|
(11
|
)
|
|||
Comprehensive income (loss)
|
(396
|
)
|
|
111
|
|
|
602
|
|
|||
Less: Earnings attributable to noncontrolling interest
|
4
|
|
|
2
|
|
|
3
|
|
|||
Comprehensive income (loss) attributable to Motorola Solutions, Inc. common shareholders
|
$
|
(400
|
)
|
|
$
|
109
|
|
|
$
|
599
|
|
|
December 31
|
||||||
(In millions, except par value)
|
2017
|
|
2016
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
1,205
|
|
|
$
|
967
|
|
Restricted cash
|
63
|
|
|
63
|
|
||
Total cash and cash equivalents
|
1,268
|
|
|
1,030
|
|
||
Accounts receivable, net
|
1,523
|
|
|
1,410
|
|
||
Inventories, net
|
327
|
|
|
273
|
|
||
Other current assets
|
832
|
|
|
755
|
|
||
Total current assets
|
3,950
|
|
|
3,468
|
|
||
Property, plant and equipment, net
|
856
|
|
|
789
|
|
||
Investments
|
247
|
|
|
238
|
|
||
Deferred income taxes
|
1,023
|
|
|
2,219
|
|
||
Goodwill
|
938
|
|
|
728
|
|
||
Intangible assets, net
|
861
|
|
|
821
|
|
||
Other assets
|
333
|
|
|
200
|
|
||
Total assets
|
$
|
8,208
|
|
|
$
|
8,463
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current portion of long-term debt
|
$
|
52
|
|
|
$
|
4
|
|
Accounts payable
|
593
|
|
|
553
|
|
||
Accrued liabilities
|
2,286
|
|
|
2,111
|
|
||
Total current liabilities
|
2,931
|
|
|
2,668
|
|
||
Long-term debt
|
4,419
|
|
|
4,392
|
|
||
Other liabilities
|
2,585
|
|
|
2,355
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock, $100 par value
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value:
|
2
|
|
|
2
|
|
||
Authorized shares: 600.0
|
|
|
|
||||
Issued shares: 12/31/17—161.6; 12/31/16—165.5
|
|
|
|
||||
Outstanding shares: 12/31/17—161.2; 12/31/16—164.7
|
|
|
|
||||
Additional paid-in capital
|
351
|
|
|
203
|
|
||
Retained earnings
|
467
|
|
|
1,148
|
|
||
Accumulated other comprehensive loss
|
(2,562
|
)
|
|
(2,317
|
)
|
||
Total Motorola Solutions, Inc. stockholders’ equity (deficit)
|
(1,742
|
)
|
|
(964
|
)
|
||
Noncontrolling interests
|
15
|
|
|
12
|
|
||
Total stockholders’ equity (deficit)
|
(1,727
|
)
|
|
(952
|
)
|
||
Total liabilities and stockholders’ equity
|
$
|
8,208
|
|
|
$
|
8,463
|
|
(In millions, except per share amounts)
|
Shares
|
|
Common Stock and Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Noncontrolling Interests
|
|||||||||
Balance as of January 1, 2015
|
220.5
|
|
|
$
|
1,180
|
|
|
$
|
(1,855
|
)
|
|
$
|
3,410
|
|
|
$
|
31
|
|
Net earnings
|
|
|
|
|
|
|
|
610
|
|
|
3
|
|
||||||
Other comprehensive loss
|
|
|
|
|
(11
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
2.0
|
|
|
80
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(48.0
|
)
|
|
(1,147
|
)
|
|
|
|
(2,030
|
)
|
|
|
||||||
Tax shortfalls from share-based compensation
|
|
|
(155
|
)
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
|
|
78
|
|
|
|
|
|
|
|
||||||||
Sale of controlling interest in subsidiary common stock
|
|
|
|
|
|
|
|
|
(24
|
)
|
||||||||
Equity component of Senior Convertible Notes
|
|
|
8
|
|
|
|
|
|
|
|
||||||||
Dividends declared
|
|
|
|
|
|
|
(274
|
)
|
|
|
|
|||||||
Balance as of December 31, 2015
|
174.5
|
|
|
$
|
44
|
|
|
$
|
(1,866
|
)
|
|
$
|
1,716
|
|
|
$
|
10
|
|
Net earnings
|
|
|
|
|
|
|
|
560
|
|
|
2
|
|
||||||
Other comprehensive loss
|
|
|
|
|
(451
|
)
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
3.0
|
|
|
93
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(12.0
|
)
|
|
|
|
|
|
|
(842
|
)
|
|
|
||||||
Share-based compensation expense
|
|
|
68
|
|
|
|
|
|
|
|
||||||||
Dividends declared
|
|
|
|
|
|
|
(286
|
)
|
|
|
|
|||||||
Balance as of December 31, 2016
|
165.5
|
|
|
$
|
205
|
|
|
$
|
(2,317
|
)
|
|
$
|
1,148
|
|
|
$
|
12
|
|
Net earnings (loss)
|
|
|
|
|
|
|
(155
|
)
|
|
4
|
|
|||||||
Other comprehensive income
|
|
|
|
|
25
|
|
|
|
|
|
||||||||
Issuance of common stock and stock options exercised
|
1.8
|
|
|
82
|
|
|
|
|
|
|
|
|||||||
Share repurchase program
|
(5.7
|
)
|
|
|
|
|
|
(483
|
)
|
|
|
|||||||
Reclassification of stranded tax effects
|
|
|
|
|
|
|
(270
|
)
|
|
270
|
|
|
|
|||||
Share-based compensation expense
|
|
|
66
|
|
|
|
|
|
|
|
||||||||
Dividends paid to noncontrolling interest on subsidiary common stock
|
|
|
|
|
|
|
|
|
(1
|
)
|
||||||||
Dividends declared
|
|
|
|
|
|
|
|
|
(313
|
)
|
|
|
||||||
Balance as of December 31, 2017
|
161.6
|
|
|
$
|
353
|
|
|
$
|
(2,562
|
)
|
|
$
|
467
|
|
|
$
|
15
|
|
|
Years ended December 31
|
||||||||||
(In millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Operating
|
|
|
|
|
|
||||||
Net earnings (loss) attributable to Motorola Solutions, Inc.
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Earnings attributable to noncontrolling interests
|
4
|
|
|
2
|
|
|
3
|
|
|||
Net earnings (loss)
|
(151
|
)
|
|
562
|
|
|
613
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(30
|
)
|
|||
Earnings (loss) from continuing operations, net of tax
|
(151
|
)
|
|
562
|
|
|
643
|
|
|||
Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
343
|
|
|
295
|
|
|
150
|
|
|||
Non-cash other charges
|
32
|
|
|
54
|
|
|
52
|
|
|||
Non-U.S. pension curtailment gain
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Non-U.S. pension settlement loss
|
48
|
|
|
26
|
|
|
—
|
|
|||
Share-based compensation expense
|
66
|
|
|
68
|
|
|
78
|
|
|||
Loss (gains) on sales of investments and businesses, net
|
(3
|
)
|
|
6
|
|
|
(107
|
)
|
|||
Loss from the extinguishment of long-term debt
|
—
|
|
|
2
|
|
|
—
|
|
|||
Deferred income taxes
|
1,100
|
|
|
213
|
|
|
160
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Accounts receivable
|
(60
|
)
|
|
(6
|
)
|
|
21
|
|
|||
Inventories
|
(46
|
)
|
|
6
|
|
|
16
|
|
|||
Other current assets
|
(99
|
)
|
|
(185
|
)
|
|
92
|
|
|||
Accounts payable and accrued liabilities
|
160
|
|
|
241
|
|
|
26
|
|
|||
Other assets and liabilities
|
(44
|
)
|
|
(117
|
)
|
|
(78
|
)
|
|||
Net cash provided by operating activities from continuing operations
|
1,346
|
|
|
1,165
|
|
|
1,021
|
|
|||
Investing
|
|
|
|
|
|
||||||
Acquisitions and investments, net
|
(404
|
)
|
|
(1,474
|
)
|
|
(586
|
)
|
|||
Proceeds from sales of investments and businesses, net
|
183
|
|
|
670
|
|
|
230
|
|
|||
Capital expenditures
|
(227
|
)
|
|
(271
|
)
|
|
(175
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
—
|
|
|
73
|
|
|
3
|
|
|||
Net cash used for investing activities from continuing operations
|
(448
|
)
|
|
(1,002
|
)
|
|
(528
|
)
|
|||
Financing
|
|
|
|
|
|
||||||
Repayment of debt
|
(21
|
)
|
|
(686
|
)
|
|
(4
|
)
|
|||
Net proceeds from issuance of debt
|
10
|
|
|
673
|
|
|
971
|
|
|||
Issuance of common stock
|
82
|
|
|
93
|
|
|
84
|
|
|||
Purchase of common stock
|
(483
|
)
|
|
(842
|
)
|
|
(3,177
|
)
|
|||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
5
|
|
|||
Payment of dividends
|
(307
|
)
|
|
(280
|
)
|
|
(277
|
)
|
|||
Payment of dividends to non-controlling interest
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred acquisition costs
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used for financing activities from continuing operations
|
(722
|
)
|
|
(1,042
|
)
|
|
(2,398
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents from continuing operations
|
62
|
|
|
(71
|
)
|
|
(69
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
238
|
|
|
(950
|
)
|
|
(1,974
|
)
|
|||
Cash and cash equivalents, beginning of period
|
1,030
|
|
|
1,980
|
|
|
3,954
|
|
|||
Cash and cash equivalents, end of period
|
$
|
1,268
|
|
|
$
|
1,030
|
|
|
$
|
1,980
|
|
Supplemental Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest, net
|
$
|
176
|
|
|
$
|
191
|
|
|
$
|
163
|
|
Income and withholding taxes, net of refunds
|
122
|
|
|
66
|
|
|
105
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Other charges (income):
|
|
|
|
|
|
||||||
Intangibles amortization (Note 14)
|
$
|
151
|
|
|
$
|
113
|
|
|
$
|
8
|
|
Reorganization of businesses (Note 13)
|
33
|
|
|
77
|
|
|
71
|
|
|||
Gain on legal settlement
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Asset impairments
|
9
|
|
|
20
|
|
|
37
|
|
|||
Non-U.S. pension curtailment gain (Note 7)
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Non-U.S. pension plan settlement loss (Note 7)
|
48
|
|
|
26
|
|
|
—
|
|
|||
Acquisition-related transaction fees
|
1
|
|
|
13
|
|
|
—
|
|
|||
|
$
|
195
|
|
|
$
|
249
|
|
|
$
|
84
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Interest expense, net:
|
|
|
|
|
|
||||||
Interest expense
|
$
|
(215
|
)
|
|
$
|
(225
|
)
|
|
$
|
(186
|
)
|
Interest income
|
14
|
|
|
20
|
|
|
13
|
|
|||
|
$
|
(201
|
)
|
|
$
|
(205
|
)
|
|
$
|
(173
|
)
|
Other:
|
|
|
|
|
|
||||||
Loss from the extinguishment of long-term debt
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
Investment impairments
|
—
|
|
|
(4
|
)
|
|
(6
|
)
|
|||
Foreign currency gain (loss)
|
(31
|
)
|
|
46
|
|
|
(23
|
)
|
|||
Gain (loss) on derivative instruments
|
15
|
|
|
(56
|
)
|
|
7
|
|
|||
Gains on equity method investments
|
1
|
|
|
5
|
|
|
6
|
|
|||
Realized foreign currency loss on acquisition
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Other
|
7
|
|
|
9
|
|
|
5
|
|
|||
|
$
|
(8
|
)
|
|
$
|
(12
|
)
|
|
$
|
(11
|
)
|
|
Amounts attributable to Motorola Solutions, Inc. common stockholders
|
||||||||||||||||||||||
|
Earnings (loss) from Continuing Operations
|
|
Net Earnings (loss)
|
||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss)
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
640
|
|
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Weighted average common shares outstanding
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
||||||
Per share amount
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
|
$
|
3.21
|
|
|
$
|
(0.95
|
)
|
|
$
|
3.30
|
|
|
$
|
3.06
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss)
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
640
|
|
|
$
|
(155
|
)
|
|
$
|
560
|
|
|
$
|
610
|
|
Weighted average common shares outstanding
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
|
162.9
|
|
|
169.6
|
|
|
199.6
|
|
||||||
Add effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Share-based awards
|
—
|
|
|
2.7
|
|
|
2.1
|
|
|
—
|
|
|
2.7
|
|
|
2.1
|
|
||||||
Senior Convertible Notes
|
—
|
|
|
0.8
|
|
|
0.1
|
|
|
—
|
|
|
0.8
|
|
|
0.1
|
|
||||||
Diluted weighted average common shares outstanding
|
162.9
|
|
|
173.1
|
|
|
201.8
|
|
|
162.9
|
|
|
173.1
|
|
|
201.8
|
|
||||||
Per share amount
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.17
|
|
|
$
|
(0.95
|
)
|
|
$
|
3.24
|
|
|
$
|
3.02
|
|
December 31
|
2017
|
|
2016
|
||||
Accounts receivable
|
$
|
1,568
|
|
|
$
|
1,454
|
|
Less allowance for doubtful accounts
|
(45
|
)
|
|
(44
|
)
|
||
|
$
|
1,523
|
|
|
$
|
1,410
|
|
December 31
|
2017
|
|
2016
|
||||
Finished goods
|
$
|
178
|
|
|
$
|
151
|
|
Work-in-process and production materials
|
282
|
|
|
253
|
|
||
|
460
|
|
|
404
|
|
||
Less inventory reserves
|
(133
|
)
|
|
(131
|
)
|
||
|
$
|
327
|
|
|
$
|
273
|
|
December 31
|
2017
|
|
2016
|
||||
Available-for-sale securities
|
$
|
—
|
|
|
$
|
46
|
|
Costs and earnings in excess of billings
|
549
|
|
|
476
|
|
||
Contract-related deferred costs
|
62
|
|
|
19
|
|
||
Tax-related refunds receivable
|
90
|
|
|
90
|
|
||
Other
|
131
|
|
|
124
|
|
||
|
$
|
832
|
|
|
$
|
755
|
|
December 31
|
2017
|
|
2016
|
||||
Land
|
$
|
11
|
|
|
$
|
12
|
|
Building
|
316
|
|
|
306
|
|
||
Machinery and equipment
|
2,122
|
|
|
1,921
|
|
||
|
2,449
|
|
|
2,239
|
|
||
Less accumulated depreciation
|
(1,593
|
)
|
|
(1,450
|
)
|
||
|
$
|
856
|
|
|
$
|
789
|
|
December 31, 2017
|
Cost Basis
|
|
Unrealized
Gains |
|
Investments
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Corporate bonds
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Common stock
|
5
|
|
|
8
|
|
|
13
|
|
|||
|
7
|
|
|
8
|
|
|
15
|
|
|||
Other investments
|
219
|
|
|
—
|
|
|
219
|
|
|||
Equity method investments
|
13
|
|
|
—
|
|
|
13
|
|
|||
|
$
|
239
|
|
|
$
|
8
|
|
|
$
|
247
|
|
December 31, 2016
|
Cost Basis
|
|
Unrealized
Gains |
|
Investments
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Corporate bonds
|
5
|
|
|
—
|
|
|
5
|
|
|||
|
56
|
|
|
—
|
|
|
56
|
|
|||
Other investments
|
211
|
|
|
—
|
|
|
211
|
|
|||
Equity method investments
|
17
|
|
|
—
|
|
|
17
|
|
|||
|
284
|
|
|
—
|
|
|
284
|
|
|||
Less: current portion of available-for-sale securities
|
|
|
|
|
46
|
|
|||||
|
|
|
|
|
$
|
238
|
|
December 31
|
2017
|
|
2016
|
||||
Long-term receivables
|
$
|
19
|
|
|
$
|
49
|
|
Defined benefit plan assets
|
133
|
|
|
102
|
|
||
Tax receivable (Note 6)
|
101
|
|
|
—
|
|
||
Other
|
80
|
|
|
49
|
|
||
|
$
|
333
|
|
|
$
|
200
|
|
December 31
|
2017
|
|
2016
|
||||
Deferred revenue
|
$
|
613
|
|
|
$
|
439
|
|
Compensation
|
273
|
|
|
250
|
|
||
Billings in excess of costs and earnings
|
428
|
|
|
434
|
|
||
Tax liabilities
|
107
|
|
|
111
|
|
||
Deferred consideration (Note 14)
|
83
|
|
|
—
|
|
||
Dividend payable
|
84
|
|
|
77
|
|
||
Trade liabilities
|
151
|
|
|
180
|
|
||
Other
|
547
|
|
|
620
|
|
||
|
$
|
2,286
|
|
|
$
|
2,111
|
|
December 31
|
2017
|
|
2016
|
||||
Defined benefit plans
|
$
|
2,019
|
|
|
$
|
1,799
|
|
Deferred revenue
|
169
|
|
|
115
|
|
||
Unrecognized tax benefits
|
54
|
|
|
39
|
|
||
Deferred income taxes
|
115
|
|
|
121
|
|
||
Deferred consideration (Note 14)
|
—
|
|
|
72
|
|
||
Other
|
228
|
|
|
209
|
|
||
|
$
|
2,585
|
|
|
$
|
2,355
|
|
|
Years ended December 31
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign Currency Translation Adjustments:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(494
|
)
|
|
$
|
(266
|
)
|
|
$
|
(204
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
133
|
|
|
(227
|
)
|
|
(82
|
)
|
|||
Tax benefit (expense)
|
8
|
|
|
(1
|
)
|
|
20
|
|
|||
Other comprehensive income (loss), net of tax
|
141
|
|
|
(228
|
)
|
|
(62
|
)
|
|||
Balance at end of period
|
$
|
(353
|
)
|
|
$
|
(494
|
)
|
|
$
|
(266
|
)
|
Available-for-Sale Securities:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
44
|
|
Other comprehensive income (loss) before reclassification adjustment
|
8
|
|
|
—
|
|
|
(15
|
)
|
|||
Tax benefit (expense)
|
(2
|
)
|
|
—
|
|
|
5
|
|
|||
Other comprehensive income (loss) before reclassification adjustment, net of tax
|
6
|
|
|
—
|
|
|
(10
|
)
|
|||
Reclassification adjustment into Losses (Gains) on sales of investments and businesses
|
—
|
|
|
5
|
|
|
(61
|
)
|
|||
Tax expense (benefit)
|
—
|
|
|
(2
|
)
|
|
24
|
|
|||
Reclassification adjustment into Earnings from continuing operations, net of tax
|
—
|
|
|
3
|
|
|
(37
|
)
|
|||
Other comprehensive income (loss), net of tax
|
6
|
|
|
3
|
|
|
(47
|
)
|
|||
Balance at end of period
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Defined Benefit Plans:
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(1,823
|
)
|
|
$
|
(1,597
|
)
|
|
$
|
(1,695
|
)
|
Other comprehensive income (loss) before reclassification adjustment
|
(260
|
)
|
|
(368
|
)
|
|
108
|
|
|||
Tax benefit (expense)
|
(213
|
)
|
|
98
|
|
|
12
|
|
|||
Other comprehensive income (loss) before reclassification adjustment, net of tax
|
(473
|
)
|
|
(270
|
)
|
|
120
|
|
|||
Reclassification adjustment - Actuarial net losses into Selling, general, and administrative expenses
|
65
|
|
|
53
|
|
|
71
|
|
|||
Reclassification adjustment - Prior service benefits into Selling, general, and administrative expenses
|
(18
|
)
|
|
(27
|
)
|
|
(62
|
)
|
|||
Reclassification adjustment - Non-U.S. pension curtailment gain into Other charges
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Reclassification adjustment - Non-U.S. pension settlement loss into Other charges
|
48
|
|
|
26
|
|
|
—
|
|
|||
Tax expense (benefit)
|
(14
|
)
|
|
(8
|
)
|
|
1
|
|
|||
Reclassification adjustment into Earnings from continuing operations, net of tax
|
81
|
|
|
44
|
|
|
(22
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(392
|
)
|
|
(226
|
)
|
|
98
|
|
|||
Balance at end of period
|
$
|
(2,215
|
)
|
|
$
|
(1,823
|
)
|
|
$
|
(1,597
|
)
|
|
|
|
|
|
|
||||||
Total Accumulated other comprehensive loss
|
$
|
(2,562
|
)
|
|
$
|
(2,317
|
)
|
|
$
|
(1,866
|
)
|
December 31
|
2017
|
|
2016
|
||||
2.0% Senior Convertible Notes due 2020
|
$
|
1,000
|
|
|
$
|
988
|
|
3.5% senior notes due 2021
|
396
|
|
|
395
|
|
||
3.75% senior notes due 2022
|
747
|
|
|
746
|
|
||
3.5% senior notes due 2023
|
594
|
|
|
593
|
|
||
4.0% senior notes due 2024
|
590
|
|
|
588
|
|
||
6.5% debentures due 2025
|
118
|
|
|
117
|
|
||
7.5% debentures due 2025
|
346
|
|
|
345
|
|
||
6.5% debentures due 2028
|
36
|
|
|
36
|
|
||
6.625% senior notes due 2037
|
54
|
|
|
54
|
|
||
5.5% senior notes due 2044
|
396
|
|
|
396
|
|
||
5.22% debentures due 2097
|
91
|
|
|
91
|
|
||
Other long-term debt
|
108
|
|
|
52
|
|
||
|
4,476
|
|
|
4,401
|
|
||
Adjustments for unamortized gains on interest rate swap terminations
|
(5
|
)
|
|
(5
|
)
|
||
Less: current portion
|
(52
|
)
|
|
(4
|
)
|
||
Long-term debt
|
$
|
4,419
|
|
|
$
|
4,392
|
|
|
Notional Amount
|
||||||
Net Buy (Sell) by Currency
|
2017
|
|
2016
|
||||
Euro
|
$
|
149
|
|
|
$
|
122
|
|
British Pound
|
72
|
|
|
246
|
|
||
Chinese Renminbi
|
(73
|
)
|
|
(108
|
)
|
||
Australian Dollar
|
(64
|
)
|
|
(51
|
)
|
||
Brazilian Real
|
(45
|
)
|
|
(56
|
)
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2017
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance
Sheet Location |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
—
|
|
|
Other assets
|
|
$
|
3
|
|
|
Accrued liabilities
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
5
|
|
|
Other assets
|
|
$
|
2
|
|
|
Accrued liabilities
|
Total derivatives
|
$
|
5
|
|
|
|
|
$
|
5
|
|
|
|
|
Fair Values of Derivative Instruments
|
||||||||||
|
Assets
|
|
Liabilities
|
||||||||
December 31, 2016
|
Fair
Value |
|
Balance
Sheet Location |
|
Fair
Value |
|
Balance
Sheet Location |
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
$
|
9
|
|
|
Other assets
|
|
$
|
32
|
|
|
Accrued liabilities
|
|
December 31
|
Financial Statement Location
|
||||||||||
Gain (Loss) on Derivative Instruments
|
2017
|
|
2016
|
|
2015
|
|||||||
Foreign exchange contracts
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other comprehensive income (loss)
|
|
December 31
|
Financial Statement Location
|
||||||||||
Gain (Loss) on Derivative Instruments
|
2017
|
|
2016
|
|
2015
|
|||||||
Interest agreements
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Other income (expense)
|
Foreign exchange contracts
|
15
|
|
|
(57
|
)
|
|
6
|
|
Other income (expense)
|
|||
Total derivatives
|
$
|
15
|
|
|
$
|
(56
|
)
|
|
$
|
7
|
|
|
Year ended December 31, 2017
|
|
Financial Statement Location
|
||
Valuation allowance on foreign tax credit carryforward
|
$
|
471
|
|
Deferred tax expense
|
Re-measurement of U.S. deferred tax balances at 21%
|
366
|
|
Deferred tax expense
|
|
Transition tax on repatriation of foreign earnings
|
16
|
|
Current tax expense
|
|
Uncertain tax positions on foreign operations
|
21
|
|
Current tax expense
|
|
Total
|
$
|
874
|
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
959
|
|
|
$
|
651
|
|
|
$
|
725
|
|
Other nations
|
117
|
|
|
193
|
|
|
192
|
|
|||
|
$
|
1,076
|
|
|
$
|
844
|
|
|
$
|
917
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
43
|
|
|
$
|
20
|
|
|
$
|
71
|
|
Other nations
|
75
|
|
|
31
|
|
|
30
|
|
|||
States (U.S.)
|
9
|
|
|
18
|
|
|
13
|
|
|||
Current income tax expense
|
127
|
|
|
69
|
|
|
114
|
|
|||
United States
|
1,078
|
|
|
180
|
|
|
154
|
|
|||
Other nations
|
(8
|
)
|
|
36
|
|
|
(13
|
)
|
|||
States (U.S.)
|
30
|
|
|
(3
|
)
|
|
19
|
|
|||
Deferred income tax expense
|
1,100
|
|
|
213
|
|
|
160
|
|
|||
Total income tax expense (benefit)
|
$
|
1,227
|
|
|
$
|
282
|
|
|
$
|
274
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Income tax expense (benefit) at statutory rate
|
$
|
377
|
|
35.0
|
%
|
|
$
|
295
|
|
35.0
|
%
|
|
$
|
321
|
|
35.0
|
%
|
Non-U.S. tax on non-U.S. earnings
|
(28
|
)
|
(2.6
|
)%
|
|
(25
|
)
|
(3.0
|
)%
|
|
(46
|
)
|
(5.0
|
)%
|
|||
State income taxes, net of federal benefit
|
39
|
|
3.6
|
%
|
|
26
|
|
3.1
|
%
|
|
24
|
|
2.6
|
%
|
|||
Reserve for uncertain tax positions
|
3
|
|
0.3
|
%
|
|
(13
|
)
|
(1.6
|
)%
|
|
1
|
|
0.1
|
%
|
|||
Other provisions
|
(7
|
)
|
(0.6
|
)%
|
|
(2
|
)
|
(0.4
|
)%
|
|
14
|
|
1.6
|
%
|
|||
Valuation allowances
|
(8
|
)
|
(0.7
|
)%
|
|
(7
|
)
|
(0.8
|
)%
|
|
(9
|
)
|
(1.0
|
)%
|
|||
Section 199 deduction
|
(18
|
)
|
(1.7
|
)%
|
|
(15
|
)
|
(1.7
|
)%
|
|
(19
|
)
|
(2.1
|
)%
|
|||
U.S. tax on undistributed non-U.S. earnings
|
20
|
|
1.9
|
%
|
|
25
|
|
3.0
|
%
|
|
(7
|
)
|
(0.8
|
)%
|
|||
Research credits
|
(4
|
)
|
(0.4
|
)%
|
|
(2
|
)
|
(0.2
|
)%
|
|
(5
|
)
|
(0.5
|
)%
|
|||
Loss on sale of investment
|
(21
|
)
|
(2.0
|
)%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
U.S. tax reform
|
874
|
|
81.2
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
|
$
|
1,227
|
|
114.0
|
%
|
|
$
|
282
|
|
33.4
|
%
|
|
$
|
274
|
|
29.9
|
%
|
December 31
|
2017
|
|
2016
|
||||
Inventory
|
$
|
46
|
|
|
$
|
29
|
|
Accrued liabilities and allowances
|
74
|
|
|
136
|
|
||
Employee benefits
|
374
|
|
|
693
|
|
||
Capitalized items
|
18
|
|
|
169
|
|
||
Tax basis differences on investments
|
—
|
|
|
7
|
|
||
Depreciation tax basis differences on fixed assets
|
72
|
|
|
74
|
|
||
Undistributed non-U.S. earnings
|
(26
|
)
|
|
(27
|
)
|
||
Tax carryforwards
|
778
|
|
|
927
|
|
||
Business reorganization
|
16
|
|
|
36
|
|
||
Warranty and customer liabilities
|
21
|
|
|
21
|
|
||
Deferred revenue and costs
|
142
|
|
|
122
|
|
||
Valuation allowances
|
(604
|
)
|
|
(118
|
)
|
||
Deferred charges
|
—
|
|
|
37
|
|
||
Other
|
(3
|
)
|
|
(8
|
)
|
||
|
$
|
908
|
|
|
$
|
2,098
|
|
December 31, 2017
|
Gross
Tax Loss |
|
Tax
Effected |
|
Expiration
Period |
||||
United States:
|
|
|
|
|
|
||||
U.S. tax losses
|
$
|
56
|
|
|
$
|
12
|
|
|
2022-2036
|
Foreign tax credits
|
—
|
|
|
471
|
|
|
2018-2023
|
||
General business credits
|
—
|
|
|
98
|
|
|
2026-2037
|
||
State tax losses
|
—
|
|
|
39
|
|
|
2018-2030
|
||
State tax credits
|
—
|
|
|
28
|
|
|
2018-2031
|
||
Non-U.S. Subsidiaries:
|
|
|
|
|
|
||||
Japan tax losses
|
100
|
|
|
31
|
|
|
2018-2025
|
||
Germany tax losses
|
35
|
|
|
11
|
|
|
Unlimited
|
||
United Kingdom tax losses
|
88
|
|
|
16
|
|
|
Unlimited
|
||
Singapore tax losses
|
33
|
|
|
6
|
|
|
Unlimited
|
||
Other subsidiaries tax losses
|
129
|
|
|
31
|
|
|
Various
|
||
Spain tax credits
|
—
|
|
|
26
|
|
|
Various
|
||
Other subsidiaries tax credits
|
—
|
|
|
9
|
|
|
Various
|
||
|
|
|
$
|
778
|
|
|
|
|
2017
|
|
2016
|
||||
Balance at January 1
|
$
|
68
|
|
|
$
|
88
|
|
Additions based on tax positions related to current year
|
10
|
|
|
—
|
|
||
Additions for tax positions of prior years
|
22
|
|
|
2
|
|
||
Reductions for tax positions of prior years
|
(1
|
)
|
|
(15
|
)
|
||
Settlements and agreements
|
(20
|
)
|
|
(3
|
)
|
||
Lapse of statute of limitations
|
(3
|
)
|
|
(4
|
)
|
||
Balance at December 31
|
$
|
76
|
|
|
$
|
68
|
|
Jurisdiction
|
Tax Years
|
United States
|
2008-2017
|
Australia
|
2014-2017
|
Brazil
|
2013-2017
|
Canada
|
2014-2017
|
China
|
2013-2017
|
Mexico
|
2012-2017
|
Germany
|
2011-2017
|
India
|
1997-2017
|
Israel
|
2012-2017
|
Poland
|
2014-2017
|
Malaysia
|
2010-2017
|
United Kingdom
|
2016-2017
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
185
|
|
|
182
|
|
|
193
|
|
|
40
|
|
|
55
|
|
|
66
|
|
|
3
|
|
|
4
|
|
|
8
|
|
|||||||||
Expected return on plan assets
|
(229
|
)
|
|
(220
|
)
|
|
(212
|
)
|
|
(92
|
)
|
|
(93
|
)
|
|
(103
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|||||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrecognized net loss
|
44
|
|
|
37
|
|
|
46
|
|
|
16
|
|
|
11
|
|
|
17
|
|
|
5
|
|
|
5
|
|
|
8
|
|
|||||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(18
|
)
|
|
(27
|
)
|
|
(59
|
)
|
|||||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic cost (benefit)
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
27
|
|
|
$
|
15
|
|
|
$
|
10
|
|
|
$
|
(43
|
)
|
|
$
|
(20
|
)
|
|
$
|
(27
|
)
|
|
$
|
(51
|
)
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at January 1
|
$
|
4,644
|
|
|
$
|
4,304
|
|
|
$
|
1,791
|
|
|
$
|
1,815
|
|
|
$
|
83
|
|
|
$
|
192
|
|
Service cost
|
—
|
|
|
—
|
|
|
3
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
185
|
|
|
182
|
|
|
40
|
|
|
55
|
|
|
3
|
|
|
4
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
502
|
|
|
256
|
|
|
52
|
|
|
359
|
|
|
6
|
|
|
(27
|
)
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
193
|
|
|
(293
|
)
|
|
—
|
|
|
—
|
|
||||||
Expenses and tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(96
|
)
|
|
(98
|
)
|
|
(34
|
)
|
|
(46
|
)
|
|
(7
|
)
|
|
(16
|
)
|
||||||
Benefit obligation at December 31
|
$
|
5,235
|
|
|
$
|
4,644
|
|
|
$
|
1,844
|
|
|
$
|
1,791
|
|
|
$
|
85
|
|
|
$
|
83
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at January 1
|
$
|
3,195
|
|
|
$
|
3,130
|
|
|
$
|
1,565
|
|
|
$
|
1,696
|
|
|
$
|
136
|
|
|
$
|
143
|
|
Return on plan assets
|
512
|
|
|
160
|
|
|
96
|
|
|
309
|
|
|
21
|
|
|
6
|
|
||||||
Company contributions
|
3
|
|
|
3
|
|
|
7
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange valuation adjustment
|
—
|
|
|
—
|
|
|
157
|
|
|
(292
|
)
|
|
—
|
|
|
—
|
|
||||||
Expenses and tax payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(96
|
)
|
|
(98
|
)
|
|
(34
|
)
|
|
(46
|
)
|
|
(6
|
)
|
|
(13
|
)
|
||||||
Fair value at December 31
|
$
|
3,614
|
|
|
$
|
3,195
|
|
|
$
|
1,590
|
|
|
$
|
1,565
|
|
|
$
|
151
|
|
|
$
|
136
|
|
Funded status of the plan
|
$
|
(1,621
|
)
|
|
$
|
(1,449
|
)
|
|
$
|
(254
|
)
|
|
$
|
(226
|
)
|
|
$
|
66
|
|
|
$
|
53
|
|
Unrecognized net loss
|
2,229
|
|
|
2,054
|
|
|
518
|
|
|
559
|
|
|
64
|
|
|
75
|
|
||||||
Unrecognized prior service benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(67
|
)
|
||||||
Prepaid pension cost
|
$
|
608
|
|
|
$
|
605
|
|
|
$
|
264
|
|
|
$
|
333
|
|
|
$
|
81
|
|
|
$
|
61
|
|
Components of prepaid (accrued) pension cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current benefit liability
|
(3
|
)
|
|
(3
|
)
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
||||
Non-current benefit liability
|
(1,618
|
)
|
|
(1,446
|
)
|
|
(294
|
)
|
|
(251
|
)
|
|
—
|
|
|
—
|
|
||||||
Non-current benefit asset
|
—
|
|
|
—
|
|
|
40
|
|
|
25
|
|
|
66
|
|
|
53
|
|
||||||
Deferred income taxes
|
544
|
|
|
762
|
|
|
58
|
|
|
57
|
|
|
6
|
|
|
4
|
|
||||||
Accumulated other comprehensive loss
|
1,685
|
|
|
1,292
|
|
|
460
|
|
|
502
|
|
|
9
|
|
|
4
|
|
||||||
Prepaid pension cost
|
$
|
608
|
|
|
$
|
605
|
|
|
$
|
264
|
|
|
$
|
333
|
|
|
$
|
81
|
|
|
$
|
61
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Discount rate
|
4.02
|
%
|
|
4.27
|
%
|
|
2.22
|
%
|
|
3.22
|
%
|
|
3.29
|
%
|
|
3.14
|
%
|
Investment return assumption
|
6.95
|
%
|
|
7.00
|
%
|
|
5.20
|
%
|
|
5.90
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.79
|
%
|
|
4.42
|
%
|
|
2.34
|
%
|
|
2.54
|
%
|
|
3.62
|
%
|
|
4.11
|
%
|
Future compensation increase rate
|
n/a
|
|
|
n/a
|
|
|
0.52
|
%
|
|
0.46
|
%
|
|
n/a
|
|
|
n/a
|
|
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
||||||||||||
December 31
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Accumulated benefit obligation
|
$
|
5,235
|
|
|
$
|
4,644
|
|
|
$
|
1,838
|
|
|
$
|
1,785
|
|
|
All Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||||
December 31
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Target Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
31
|
%
|
|
33
|
%
|
|
35
|
%
|
|
37
|
%
|
Fixed income securities
|
49
|
%
|
|
46
|
%
|
|
44
|
%
|
|
43
|
%
|
Cash and other investments
|
20
|
%
|
|
21
|
%
|
|
21
|
%
|
|
20
|
%
|
Actual Mix:
|
|
|
|
|
|
|
|
||||
Equity securities
|
29
|
%
|
|
34
|
%
|
|
34
|
%
|
|
37
|
%
|
Fixed income securities
|
49
|
%
|
|
47
|
%
|
|
44
|
%
|
|
43
|
%
|
Cash and other investments
|
22
|
%
|
|
19
|
%
|
|
22
|
%
|
|
20
|
%
|
Year
|
U.S. Pension Benefit Plans
|
|
Non U.S. Pension Benefit Plans
|
|
Postretirement Health Care Benefits Plan
|
||||||
2018
|
$
|
135
|
|
|
$
|
43
|
|
|
$
|
8
|
|
2019
|
151
|
|
|
45
|
|
|
7
|
|
|||
2020
|
168
|
|
|
46
|
|
|
7
|
|
|||
2021
|
190
|
|
|
47
|
|
|
6
|
|
|||
2022
|
213
|
|
|
49
|
|
|
6
|
|
|||
2023-2027
|
1,338
|
|
|
261
|
|
|
26
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Expected volatility
|
24.0
|
%
|
|
23.7
|
%
|
|
20.0
|
%
|
Risk-free interest rate
|
2.1
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
Dividend yield
|
3.5
|
%
|
|
2.9
|
%
|
|
2.9
|
%
|
Expected life (years)
|
5.9
|
|
|
6.0
|
|
|
6.0
|
|
|
2017
Performance Options |
|
2016
Performance Options |
|
2015
Performance Options |
|||
Expected volatility of common stock
|
24.1
|
%
|
|
25.3
|
%
|
|
21.0
|
%
|
Expected volatility of the S&P 500
|
25.6
|
%
|
|
19.8
|
%
|
|
23.3
|
%
|
Risk-free interest rate
|
2.4
|
%
|
|
1.7
|
%
|
|
1.8
|
%
|
Dividend yield
|
3.7
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
Expected life (years)
|
6.5
|
|
|
6.5
|
|
|
6.5
|
|
|
2017
Market Stock Units |
|
2016
Market Stock Units |
|
2015
Market Stock Units |
|||
Expected volatility of common stock
|
24.1
|
%
|
|
24.2
|
%
|
|
19.3
|
%
|
Risk-free interest rate
|
1.7
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
Dividend yield
|
2.9
|
%
|
|
2.8
|
%
|
|
2.9
|
%
|
|
2017 PCSOs
|
|
2015 PCSOs
|
||
Expected volatility of common stock
|
24.1
|
%
|
|
26.0
|
%
|
Risk-free interest rate
|
1.8
|
%
|
|
1.5
|
%
|
Dividend yield
|
3.0
|
%
|
|
3.1
|
%
|
Expected life (years)
|
3.5
|
|
|
5
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Exercise price range
|
No. of
options |
|
Wtd. avg.
Exercise Price |
|
Wtd. avg.
contractual life (in yrs.) |
|
No. of
options |
|
Wtd. avg.
Exercise Price |
|
Wtd. avg.
contractual life (in yrs.) |
||||||
Under $30
|
537
|
|
|
$
|
27
|
|
|
2
|
|
537
|
|
|
$
|
27
|
|
|
2
|
$30-$40
|
1,557
|
|
|
39
|
|
|
3
|
|
1,557
|
|
|
39
|
|
|
3
|
||
$41-$50
|
8
|
|
|
45
|
|
|
3
|
|
8
|
|
|
45
|
|
|
3
|
||
$51-$60
|
842
|
|
|
55
|
|
|
5
|
|
834
|
|
|
55
|
|
|
5
|
||
$61-$70
|
2,790
|
|
|
68
|
|
|
5
|
|
799
|
|
|
66
|
|
|
6
|
||
$71-$80
|
596
|
|
|
72
|
|
|
8
|
|
86
|
|
|
72
|
|
|
8
|
||
$81 and over
|
952
|
|
|
82
|
|
|
8
|
|
3
|
|
|
81
|
|
|
9
|
||
|
7,282
|
|
|
|
|
|
|
3,824
|
|
|
|
|
|
|
Stock Options
|
|
Performance Options*
|
|
Restricted Stock Units
|
|
Market Stock Units
|
||||||||||||||||||||
Shares Outstanding in Thousands
|
No. of Options Outstanding
|
|
Wtd. Avg. Exercise Price of Shares
|
|
No. of Options Outstanding
|
|
Wtd. Avg. Exercise Price of Shares
|
|
No. of Non-Vested Awards
|
|
Wtd. Avg. Grant Date Fair Value
|
|
No. of Non-Vested Awards
|
|
Wtd. Avg. Grant Date Fair Value
|
||||||||||||
Balance as of January 1, 2017
|
5,218
|
|
|
$
|
50
|
|
|
2,066
|
|
|
$
|
69
|
|
|
1,333
|
|
|
$
|
63
|
|
|
116
|
|
|
$
|
69
|
|
Granted
|
385
|
|
|
82
|
|
|
612
|
|
|
81
|
|
|
650
|
|
|
78
|
|
|
71
|
|
|
86
|
|
||||
Releases/Exercised
|
(935
|
)
|
|
53
|
|
|
—
|
|
|
—
|
|
|
(656
|
)
|
|
64
|
|
|
(54
|
)
|
|
68
|
|
||||
Adjustment for payout factor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
69
|
|
||||
Forfeited/Canceled
|
(64
|
)
|
|
76
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
71
|
|
|
—
|
|
|
—
|
|
||||
Balance as of December 31, 2017
|
4,604
|
|
|
$
|
52
|
|
|
2,678
|
|
|
$
|
72
|
|
|
1,257
|
|
|
$
|
70
|
|
|
139
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Vested or expected to vest
|
4,283
|
|
|
48
|
|
|
464
|
|
|
73
|
|
|
519
|
|
|
64
|
|
|
79
|
|
|
65
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Share-based compensation expense included in:
|
|
|
|
|
|
||||||
Costs of sales
|
$
|
9
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Selling, general and administrative expenses
|
43
|
|
|
45
|
|
|
52
|
|
|||
Research and development expenditures
|
14
|
|
|
14
|
|
|
17
|
|
|||
Share-based compensation expense included in Operating earnings
|
66
|
|
|
68
|
|
|
78
|
|
|||
Tax benefit
|
22
|
|
|
21
|
|
|
24
|
|
|||
Share-based compensation expense, net of tax
|
$
|
44
|
|
|
$
|
47
|
|
|
$
|
54
|
|
Decrease in basic earnings per share
|
$
|
(0.27
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.25
|
)
|
Decrease in diluted earnings per share
|
$
|
(0.27
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.25
|
)
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Corporate bonds
|
—
|
|
|
2
|
|
|
2
|
|
|||
Common stock and equivalents
|
13
|
|
|
—
|
|
|
13
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Available-for-sale securities:
|
|
|
|
|
|
||||||
Government, agency, and government-sponsored enterprise obligations
|
—
|
|
|
51
|
|
|
51
|
|
|||
Corporate bonds
|
—
|
|
|
5
|
|
|
5
|
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Foreign exchange derivative contracts
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
32
|
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Commingled funds
|
2,198
|
|
|
—
|
|
|
2,198
|
|
|||
Government fixed income securities
|
10
|
|
|
285
|
|
|
295
|
|
|||
Corporate fixed income securities
|
—
|
|
|
900
|
|
|
900
|
|
|||
Short-term investment funds
|
186
|
|
|
—
|
|
|
186
|
|
|||
Total investment securities
|
$
|
2,404
|
|
|
$
|
1,185
|
|
|
$
|
3,589
|
|
Accrued income receivable
|
|
|
|
|
12
|
|
|||||
Cash
|
|
|
|
|
13
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
3,614
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
95
|
|
Commingled funds
|
1,357
|
|
|
551
|
|
|
1,908
|
|
|||
Government fixed income securities
|
—
|
|
|
179
|
|
|
179
|
|
|||
Corporate fixed income securities
|
—
|
|
|
825
|
|
|
825
|
|
|||
Short-term investment funds
|
183
|
|
|
—
|
|
|
183
|
|
|||
Total investment securities
|
$
|
1,635
|
|
|
$
|
1,555
|
|
|
$
|
3,190
|
|
Cash
|
|
|
|
|
5
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
3,195
|
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
136
|
|
Commingled funds
|
431
|
|
|
38
|
|
|
469
|
|
|||
Government fixed income securities
|
3
|
|
|
779
|
|
|
782
|
|
|||
Short-term investment funds
|
92
|
|
|
—
|
|
|
92
|
|
|||
Total investment securities
|
$
|
662
|
|
|
$
|
817
|
|
|
$
|
1,479
|
|
Cash
|
|
|
|
|
3
|
|
|||||
Accrued income receivable
|
|
|
|
|
55
|
|
|||||
Insurance contracts
|
|
|
|
|
53
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,590
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
161
|
|
Commingled funds
|
279
|
|
|
209
|
|
|
488
|
|
|||
Government fixed income securities
|
—
|
|
|
823
|
|
|
823
|
|
|||
Short-term investment funds
|
—
|
|
|
1
|
|
|
1
|
|
|||
Total investment securities
|
$
|
440
|
|
|
$
|
1,033
|
|
|
$
|
1,473
|
|
Cash
|
|
|
|
|
45
|
|
|||||
Insurance contracts
|
|
|
|
|
47
|
|
|||||
Fair value plan assets
|
|
|
|
|
$
|
1,565
|
|
December 31, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Commingled funds
|
92
|
|
|
—
|
|
|
92
|
|
|||
Government fixed income securities
|
—
|
|
|
12
|
|
|
12
|
|
|||
Corporate fixed income securities
|
—
|
|
|
38
|
|
|
38
|
|
|||
Short-term investment funds
|
8
|
|
|
—
|
|
|
8
|
|
|||
Fair value plan assets
|
$
|
101
|
|
|
$
|
50
|
|
|
$
|
151
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equities
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Commingled funds
|
58
|
|
|
24
|
|
|
82
|
|
|||
Government fixed income securities
|
—
|
|
|
7
|
|
|
7
|
|
|||
Corporate fixed income securities
|
—
|
|
|
35
|
|
|
35
|
|
|||
Short-term investment funds
|
8
|
|
|
—
|
|
|
8
|
|
|||
Fair value plan assets
|
$
|
70
|
|
|
$
|
66
|
|
|
$
|
136
|
|
December 31
|
2017
|
|
2016
|
||||
Long-term receivables
|
$
|
37
|
|
|
$
|
63
|
|
Less current portion
|
(18
|
)
|
|
(14
|
)
|
||
Non-current long-term receivables
|
$
|
19
|
|
|
$
|
49
|
|
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Accounts receivable sales proceeds
|
$
|
193
|
|
|
$
|
51
|
|
|
$
|
29
|
|
Long-term receivables sales proceeds
|
284
|
|
|
289
|
|
|
196
|
|
|||
Total proceeds from receivable sales
|
$
|
477
|
|
|
$
|
340
|
|
|
$
|
225
|
|
December 31, 2017
|
Total
Long-term Receivable |
|
Current Billed
Due |
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Commercial loans and leases secured
|
16
|
|
|
1
|
|
|
3
|
|
|
1
|
|
||||
Long-term receivables, including current portion
|
$
|
37
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
3
|
|
December 31, 2016
|
Total
Long-term Receivable |
|
Current Billed
Due |
|
Past Due Under 90 Days
|
|
Past Due Over 90 Days
|
||||||||
Municipal leases secured tax exempt
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial loans and leases secured
|
43
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Long-term receivables, including current portion
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
(in millions)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Beyond
|
|
||||||
|
$
|
121
|
|
$
|
107
|
|
$
|
82
|
|
$
|
64
|
|
$
|
53
|
|
$
|
234
|
|
|
Net Sales
|
|
Operating Earnings
|
||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Products
|
$
|
3,772
|
|
|
$
|
3,649
|
|
|
$
|
3,676
|
|
|
$
|
914
|
|
|
$
|
734
|
|
|
$
|
704
|
|
Services
|
2,608
|
|
|
2,389
|
|
|
2,019
|
|
|
368
|
|
|
333
|
|
|
290
|
|
||||||
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
$
|
5,695
|
|
|
1,282
|
|
|
1,067
|
|
|
994
|
|
|||
Total other expense
|
|
|
|
|
|
|
(206
|
)
|
|
(223
|
)
|
|
(77
|
)
|
|||||||||
Earnings from continuing operations before income taxes
|
|
|
|
|
|
|
$
|
1,076
|
|
|
$
|
844
|
|
|
$
|
917
|
|
|
Capital Expenditures
|
|
Depreciation Expense
|
||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Products
|
$
|
116
|
|
|
$
|
104
|
|
|
$
|
76
|
|
|
$
|
102
|
|
|
$
|
68
|
|
|
$
|
82
|
|
Services
|
111
|
|
|
167
|
|
|
99
|
|
|
90
|
|
|
114
|
|
|
60
|
|
||||||
|
$
|
227
|
|
|
$
|
271
|
|
|
$
|
175
|
|
|
$
|
192
|
|
|
$
|
182
|
|
|
$
|
142
|
|
|
Net Sales
|
|
Assets
|
||||||||||||||||||||
Years ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
United States
|
$
|
3,725
|
|
|
$
|
3,566
|
|
|
$
|
3,473
|
|
|
$
|
5,138
|
|
|
$
|
5,653
|
|
|
$
|
6,213
|
|
United Kingdom
|
558
|
|
|
528
|
|
|
96
|
|
|
2,329
|
|
|
2,300
|
|
|
1,127
|
|
||||||
Other, net of eliminations
|
2,097
|
|
|
1,944
|
|
|
2,126
|
|
|
741
|
|
|
510
|
|
|
1,006
|
|
||||||
|
$
|
6,380
|
|
|
$
|
6,038
|
|
|
$
|
5,695
|
|
|
$
|
8,208
|
|
|
$
|
8,463
|
|
|
$
|
8,346
|
|
Year ended December 31
|
2017
|
||
Products
|
$
|
31
|
|
Services
|
11
|
|
|
|
$
|
42
|
|
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
9
|
|
Employee separation costs
|
94
|
|
|
43
|
|
|
(9
|
)
|
|
(87
|
)
|
|
41
|
|
|||||
|
$
|
101
|
|
|
$
|
51
|
|
|
$
|
(9
|
)
|
|
$
|
(93
|
)
|
|
$
|
50
|
|
Year ended December 31
|
2016
|
||
Products
|
$
|
106
|
|
Services
|
34
|
|
|
|
$
|
140
|
|
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
9
|
|
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
$
|
(6
|
)
|
|
$
|
7
|
|
Employee separation costs
|
51
|
|
|
120
|
|
|
(4
|
)
|
|
(73
|
)
|
|
94
|
|
|||||
|
$
|
60
|
|
|
$
|
125
|
|
|
$
|
(5
|
)
|
|
$
|
(79
|
)
|
|
$
|
101
|
|
Year ended December 31
|
2015
|
||
Products
|
$
|
84
|
|
Services
|
33
|
|
|
|
$
|
117
|
|
|
Accruals at
January 1 |
|
Additional
Charges |
|
Adjustments
|
|
Amount
Used |
|
Accruals at
December 31 |
||||||||||
Exit costs
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
Employee separation costs
|
57
|
|
|
74
|
|
|
(10
|
)
|
|
(70
|
)
|
|
51
|
|
|||||
|
$
|
57
|
|
|
$
|
84
|
|
|
$
|
(10
|
)
|
|
$
|
(71
|
)
|
|
$
|
60
|
|
Cash
|
|
$
|
86
|
|
Accounts receivable, net
|
|
55
|
|
|
Other current assets
|
|
36
|
|
|
Property, plant and equipment, net
|
|
245
|
|
|
Deferred income taxes
|
|
82
|
|
|
Accounts payable
|
|
(18
|
)
|
|
Accrued liabilities
|
|
(181
|
)
|
|
Other liabilities
|
|
(289
|
)
|
|
Goodwill
|
|
191
|
|
|
Intangible assets
|
|
875
|
|
|
Total consideration
|
|
$
|
1,082
|
|
Net present value of deferred consideration payment to former owners
|
|
(82
|
)
|
|
Net cash consideration at purchase
|
|
$
|
1,000
|
|
|
2017
|
|
2016
|
||||||||||||
December 31
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Intangible assets:
|
|
|
|
|
|
|
|
||||||||
Completed technology
|
$
|
148
|
|
|
$
|
55
|
|
|
$
|
116
|
|
|
$
|
38
|
|
Patents
|
2
|
|
|
2
|
|
|
8
|
|
|
6
|
|
||||
Customer-related
|
977
|
|
|
242
|
|
|
810
|
|
|
101
|
|
||||
Other intangibles
|
56
|
|
|
23
|
|
|
49
|
|
|
17
|
|
||||
|
$
|
1,183
|
|
|
$
|
322
|
|
|
$
|
983
|
|
|
$
|
162
|
|
|
2017
|
|
2016
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Products
|
$
|
173
|
|
|
$
|
76
|
|
|
$
|
178
|
|
|
$
|
63
|
|
Services
|
1,010
|
|
|
246
|
|
|
805
|
|
|
99
|
|
||||
|
$
|
1,183
|
|
|
$
|
322
|
|
|
$
|
983
|
|
|
$
|
162
|
|
|
Products
|
|
Services
|
|
Total
|
||||||
Balance as of January 1, 2016
|
$
|
270
|
|
|
$
|
150
|
|
|
$
|
420
|
|
Goodwill acquired
|
46
|
|
|
291
|
|
|
337
|
|
|||
Foreign currency translation
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
|||
Balance as of December 31, 2016
|
$
|
316
|
|
|
$
|
412
|
|
|
$
|
728
|
|
Goodwill acquired
|
—
|
|
|
191
|
|
|
191
|
|
|||
Purchase accounting adjustments
|
—
|
|
|
2
|
|
|
2
|
|
|||
Foreign currency translation
|
—
|
|
|
17
|
|
|
17
|
|
|||
Balance as of December 31, 2017
|
$
|
316
|
|
|
$
|
622
|
|
|
$
|
938
|
|
|
Balance at
January 1 |
|
Charged to
Earnings |
|
Used
|
|
Adjustments*
|
|
Balance at
December 31 |
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
44
|
|
|
$
|
16
|
|
|
$
|
(16
|
)
|
|
$
|
1
|
|
|
$
|
45
|
|
Inventory reserves
|
131
|
|
|
21
|
|
|
(19
|
)
|
|
—
|
|
|
133
|
|
|||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
28
|
|
|
44
|
|
|
(26
|
)
|
|
(2
|
)
|
|
44
|
|
|||||
Inventory reserves
|
142
|
|
|
20
|
|
|
(33
|
)
|
|
2
|
|
|
131
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
35
|
|
|
9
|
|
|
(17
|
)
|
|
1
|
|
|
28
|
|
|||||
Inventory reserves
|
131
|
|
|
24
|
|
|
(13
|
)
|
|
—
|
|
|
142
|
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
|
1st
|
|
2nd
|
|
3rd
|
|
4th
|
||||||||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
$
|
1,281
|
|
|
$
|
1,497
|
|
|
$
|
1,645
|
|
|
$
|
1,957
|
|
|
$
|
1,193
|
|
|
$
|
1,430
|
|
|
$
|
1,532
|
|
|
$
|
1,883
|
|
Costs of sales
|
711
|
|
|
807
|
|
|
851
|
|
|
987
|
|
|
691
|
|
|
754
|
|
|
770
|
|
|
955
|
|
||||||||
Gross margin
|
570
|
|
|
690
|
|
|
794
|
|
|
970
|
|
|
502
|
|
|
676
|
|
|
762
|
|
|
928
|
|
||||||||
Selling, general and administrative expenses
|
232
|
|
|
242
|
|
|
248
|
|
|
257
|
|
|
234
|
|
|
240
|
|
|
247
|
|
|
277
|
|
||||||||
Research and development expenditures
|
135
|
|
|
138
|
|
|
141
|
|
|
154
|
|
|
135
|
|
|
138
|
|
|
137
|
|
|
142
|
|
||||||||
Other charges
|
27
|
|
|
53
|
|
|
67
|
|
|
48
|
|
|
33
|
|
|
74
|
|
|
37
|
|
|
106
|
|
||||||||
Operating earnings
|
176
|
|
|
257
|
|
|
338
|
|
|
511
|
|
|
100
|
|
|
224
|
|
|
341
|
|
|
403
|
|
||||||||
Net earnings (loss)*
|
77
|
|
|
131
|
|
|
212
|
|
|
(575
|
)
|
|
17
|
|
|
107
|
|
|
192
|
|
|
243
|
|
||||||||
Per Share Data (in dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings (loss)*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
$
|
0.47
|
|
|
$
|
0.80
|
|
|
$
|
1.30
|
|
|
$
|
(3.56
|
)
|
|
$
|
0.10
|
|
|
$
|
0.62
|
|
|
$
|
1.15
|
|
|
$
|
1.47
|
|
Diluted earnings per common share
|
0.45
|
|
|
0.78
|
|
|
1.25
|
|
|
(3.56
|
)
|
|
0.10
|
|
|
0.61
|
|
|
1.13
|
|
|
1.43
|
|
||||||||
Dividends declared
|
$
|
0.47
|
|
|
$
|
0.47
|
|
|
$
|
0.47
|
|
|
$
|
0.52
|
|
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.47
|
|
Dividends paid
|
0.47
|
|
|
0.47
|
|
|
0.47
|
|
|
0.47
|
|
|
0.41
|
|
|
0.41
|
|
|
0.41
|
|
|
0.41
|
|
||||||||
Stock prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
87.00
|
|
|
$
|
89.15
|
|
|
$
|
93.75
|
|
|
$
|
95.30
|
|
|
$
|
76.11
|
|
|
$
|
76.32
|
|
|
$
|
78.32
|
|
|
$
|
84.00
|
|
Low
|
$
|
76.92
|
|
|
$
|
79.63
|
|
|
$
|
82.86
|
|
|
$
|
84.56
|
|
|
$
|
60.36
|
|
|
$
|
63.08
|
|
|
$
|
64.77
|
|
|
$
|
71.29
|
|
(a)
|
1. Financial Statements
|
2.
|
Financial Statement Schedules and Independent Auditors’ Report
|
3.
|
Exhibits
|
|
|
Master Acquisition Agreement, dated April 14, 2014, by and between Motorola Solutions, Inc. and Zebra Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Motorola Solutions’ Current Report on Form 8-K filed on April 16, 2014 (File No. 1-7221)).
|
|
|
|
Share Purchase Agreement, dated December 3, 2015, by and between Motorola Solutions, Inc., Motorola Solutions Overseas Limited, and Guardian Digital Communications Holdings Limited (incorporated by reference to Exhibit 1.1 to Motorola Solutions’ Current Report on 8-K filed on December 3, 2015 (File 1-17221)).
|
|
|
|
Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009 (incorporated by reference to Exhibit 3(i)(b) to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
|
|
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to Motorola Solutions’ Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
|
|
|
|
Certificate of Ownership and Merger merging Motorola Name Change Corporation into Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.2 to Motorola Solutions’ Current Report on Form 8-K filed on January 10, 2011 (File No. 1-7221)).
|
|
|
|
Amended and Restated Bylaws of Motorola Solutions, Inc. as of November 13, 2014 (incorporated by reference to Exhibit 3.1 to Motorola Solutions’ Current Report on Form 8-K filed on November 14, 2014 (File No. 1-7221)).
|
|
|
|
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 dated September 25, 1995 (Registration No. 33-62911)).
|
|
|
|
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 (File No. 1-7221)).
|
|
|
|
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’ Current Report on Form 8-K filed on August 19, 2014 (File No. 1-7221)).
|
|
|
|
Indenture dated as of August 25, 2015 between Motorola Solutions, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, related to 2% Convertible Senior Notes Due 2020 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on August 26, 2015 (File No. 1-7221)).
|
|
|
|
Certain instruments defining the rights of holders of long-term debt of Motorola, 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 agrees to furnish a copy of any such instrument to the Commission upon request.
|
|
|
|
Amended and Restated Master Separation and Distribution Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (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) (File No. 1-34805)).
|
|
|
|
Amended and Restated Intellectual Property License Agreement between Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (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 (File No. 1-34805)).
|
|
|
|
Amended and Restated Exclusive License Agreement between Motorola Trademark Holdings, LLC and Motorola, Inc. effective as of July 30, 2010 (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. (File No. 1-34805)).
|
|
|
|
Tax Sharing Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (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) (File No. 1-34805)).
|
|
|
Amended and Restated Employee Matters Agreement among Motorola Mobility Holdings, Inc. (f/k/a Motorola SpinCo Holdings Corporation), Motorola Mobility, Inc. and Motorola, Inc. effective as of July 31, 2010 (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to the Form 10 Registration Statement filed on October 8, 2010 by Motorola Mobility Holdings, Inc. (formerly Motorola SpinCo Holdings Corporation (File No. 1-34805)).
|
|
|
|
Motorola Solutions Omnibus Incentive Plan of 2015, effective May 18, 2015 (an amendment and restatement of the Motorola Solutions Omnibus Incentive Plan of 2006) (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on May 21, 2015 (file No. 1-7221)).
|
|
|
|
March 9, 2017 Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (non-CEO) (incorporated by reference to Exhibit 10.8 to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Section 16 Officers on or after March 9, 2015 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (non-CEO) (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Current Report on Form 8-K filed on August 26, 2015 (File No. 1-7221)).
|
|
|
|
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 May 6, 2013 (incorporated by reference to Exhibit 10.2 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (File No. 1-7221)).
|
|
|
|
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 on or after March 9, 2017 (incorporated by reference to Exhibit 10.6 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
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’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from January 4, 2011 to February 2, 2014 (incorporated by reference to Exhibit 10.11 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
|
|
|
Form of Motorola, 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 August 1, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.1 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009 (File No. 1-7221)).
|
|
|
|
Form of Motorola, 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 May 6, 2008 to July 31, 2009 (incorporated by reference to Exhibit 10.54 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
|
|
|
|
Form of Motorola, 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 11, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.37 to Motorola Inc.’s Current Report on Form 8-K filed on February 15, 2007 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Stock Option Consideration Agreement for grants on or after March 9, 2017 (incorporated by reference to Exhibit 10.7 to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
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’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for grants from January 4, 2011 to February 2, 2014 (incorporated by reference to Exhibit 10.15 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
|
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for grants from May 6, 2008 to January 3, 2011 (incorporated by reference to Exhibit 10.56 to Motorola Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008 (File No. 1-7221)).
|
|
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for grants from February 27, 2007 to May 5, 2008 (incorporated by reference to Exhibit 10.4 to Motorola Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.2 to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Section 16 Officers from March 9, 2015 to March 8, 2017 (incorporated by reference to Exhibit 10.2 to Motorola Solutions’ Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Section 16 Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.5 to Motorola Solutions’ Quarterly Report on Form 10-Q filed for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Section 16 Officers from May 6, 2013 to March 8, 2017 (incorporated by reference to Exhibit 10.1 to Motorola Inc’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Appointed Vice Presidents and Elected Officers on or after March 9, 2017 (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants to Appointed Vice Presidents and Elected Officers from February 3, 2014 to March 8, 2017 (incorporated by reference to Exhibit 10.19 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Agreement relating to the Motorola Solutions Omnibus Incentive Plan of 2015 for grants to Employees on or after March 9, 2017 (incorporated by reference to Exhibit 10.4 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017 (File No. 1-7221)).
|
|
|
|
Motorola Solutions, Inc. Amended Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options and Addendum A to Motorola Solutions, Inc. Award Document-Terms and Conditions Related to Employee Stock Appreciation Rights, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for a grant on February 22, 2011 to Gregory Q. Brown. (incorporated by reference to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grant on February 1, 2011 pursuant to the terms of the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.24 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.25 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
|
|
|
Form of Motorola, Inc. Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options for Gregory Q. Brown, relating to the Motorola Solutions Omnibus Incentive Plan of 2006 for grants from May 7, 2009 to January 3, 2011 (incorporated by reference to Exhibit 10.13 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Performance Option Award Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.3 to Motorola Solutions’ Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Terms and Conditions Related to Employee Performance-Contingent Stock Options (CEO) (incorporated by reference to Exhibit 10.4 to Motorola Solutions’ Current Report on Form 8-K filed on August 26, 2015 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Stock Option Consideration Agreement for Gregory Q. Brown for grants on or after January 4, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.27 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010)(File No. 1-7221)).
|
|
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from May 7, 2009 to January 3, 2011 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.14 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
|
|
|
Form of Motorola, Inc. Stock Option Consideration Agreement for Gregory Q. Brown for grants from January 31, 2008 to May 6, 2009 under the Motorola Solutions Omnibus Incentive Plan of 2006 (incorporated by reference to Exhibit 10.10 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Restricted Stock Unit Award Agreement for Gregory Q. Brown under the Motorola Solutions Omnibus Incentive Plan of 2006 for grants on or after January 4, 2011 (incorporated by reference to Exhibit 10.32 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions, Inc. Market Stock Unit Agreement for grants to Gregory Q. Brown on or after March 9, 2015 (incorporated by reference to Exhibit 10.4 to Motorola Solutions’ Current Report on Form 8-K filed on March 11, 2015 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 1, 2012 (incorporated by reference to Exhibit 10.37 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
|
|
Form of Motorola Solutions Deferred Stock Units Agreement between Motorola Solutions, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Solutions Omnibus Incentive Plan of 2006, for acquisitions on or after January 4, 2011 (incorporated by reference to Exhibit 10.37 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants on or after January 1, 2012 (incorporated by reference to Exhibit 10.40 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 1-7221)).
|
|
|
|
Form of Motorola Solutions Deferred Stock Units Award between Motorola Solutions, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants from January 4, 2011 to December 31, 2011 (incorporated by reference to Exhibit 10.39 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
|
|
|
|
Form of Deferred Stock Units Award between Motorola, Inc. and its non-employee directors under the Motorola Solutions Omnibus Incentive Plan of 2006 or any successor plan for grants from February 11, 2007 to January 3, 2011(incorporated by reference to Exhibit 10.9 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-7221)).
|
|
|
|
Motorola Omnibus Incentive Plan of 2003, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.6 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
|
|
|
Motorola Omnibus Incentive Plan of 2000, as amended through May 4, 2009 (incorporated by reference to Exhibit 10.8 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 1-7221)).
|
|
|
|
Form of Deferred Stock Units Agreement between Motorola, Inc. and its non-employee directors, relating to the deferred stock units issued in lieu of cash compensation to directors under the Motorola Omnibus Incentive Plan of 2003 or any successor plan, for acquisitions from January 1, 2006 to February 11, 2007 (incorporated by reference to Exhibit No. 10.25 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-7221)).
|
|
|
|
Motorola Non-Employee Directors Stock Plan, as amended and restated on May 6, 2003 (incorporated by reference to Exhibit 10.20 to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2003 (File No. 1-7221)).
|
|
|
|
Motorola Solutions Executive Officer Short Term Incentive Plan dated January 17, 2013 (effective January 1, 2013) (incorporated by reference to Exhibit 10.50 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
|
|
|
Motorola Solutions Executive Officer Short Term Incentive Plan Term Sheet (incorporated by reference to Exhibit 10.51 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (File No. 1-7221)).
|
|
|
|
Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015 (incorporated by reference to Exhibit 10.5 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2015 (File No. 1-7221)).
|
|
|
|
2017-2019 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 16, 2017 (incorporated by reference to Exhibit No. 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended on April 1, 2017 (File No. 1-7221)).
|
|
|
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2016-2018 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 18, 2016 (incorporated by reference to Exhibit No. 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended on April 2, 2016 (File No. 1-7221)).
|
|
|
|
2015-2017 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as Amended and Restated February 11, 2015 (incorporated by reference to Exhibit 10.6 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended on April 4, 2015 (File No. 1-7221)).
|
|
|
|
Motorola Solutions Management Deferred Compensation Plan (As Amended and Restated Effective as of June 1, 2013) (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on June 5, 2013 (File No. 1-7221)).
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|
|
|
Motorola Solutions Management Deferred Compensation Plan, as amended and restated effective as of December 1, 2010, as amended January 4, 2011 (incorporated by reference to Exhibit 10.57 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-7221)).
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Motorola Solutions, Inc. 2011 Senior Officer Change in Control Severance Plan, as amended and restated November 13, 2014 (incorporated by reference to Exhibit No. 10.54 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 1-7221)).
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Motorola Solutions, Inc. 2011 Executive Severance Plan, as amended and restated November 13, 2014 (incorporated by reference to Exhibit No. 10.55 to Motorola Solutions’ Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (File No. 1-7221)).
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Arrangement for directors’ fees for non-employee directors (description incorporated by reference from the information under the caption “How the Directors are Compensated” of Motorola Solutions’ Proxy Statement for the Annual Meeting of Stockholders held on May 15, 2017 (“Motorola Solutions’ Proxy Statement”)).
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Description of Insurance covering non-employee directors and their spouses (including a description incorporated by reference from the information under the caption “Director Retirement Plan and Insurance Coverage” of the Motorola Solutions’ Proxy Statement filed March 27, 2017, and incorporated by reference to Exhibit 10.2 to Motorola Solutions' Quarterly Report on Form 10-Q for the fiscal quarter ended on July 1, 2017 (File No. 1-7221))
.
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Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Current Report on Form 8-K filed on August 29, 2008 (File No. 1-7221)).
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Amendment made on December 15, 2008 to the Employment Agreement dated August 27, 2008 by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit No. 10.50 to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-7221)).
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Second Amendment, dated May 28, 2010, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola, Inc.’s Current Report on Form 8-K filed on May 28, 2010 (File No. 1-7221)).
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Third Amendment, dated March 10, 2014, to the Employment Agreement dated August 27, 2008, as amended, by and between Motorola Solutions, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.1 to Motorola Solutions Current Report on Form 8-K filed on March 13, 2014 (File No. 1-7221)).
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Revolving Credit Agreement dated as of May 29, 2014 among Motorola Solutions, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the several lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to Motorola Solutions Current Report on Form 8-K filed on June 2, 2014 (File No. 1-7221)).
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Term Loan Credit Agreement, dated February 18, 2016, by and among Motorola Solutions, Inc., Lloyds Bank PLC, as administrative agent, and the several lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on February 22, 2016 (File No. 1-7221)).
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Revolving Credit Agreement dated as of April 25, 2017 among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the several lenders and agents party thereto (incorporated by reference to Exhibit 10.1 to Motorola Solutions' Current Report on Form 8-K filed on April 27, 2017 (File No. 1-7221)).
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Definitive Purchase Agreement by and among Motorola Solutions, Inc., The Prudential Insurance Company of America, Prudential Financial, Inc., and State Street Bank and Trust Company, as Independent Fiduciary of the Motorola Solutions Pension Plan, dated as of September 22, 2014 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2014 (File No. 1-7221))**
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Revised and Amended Aircraft Time Sharing Agreement as of October 1, 2015, by and between Motorola Solutions, Inc. and Gregory Q. Brown (incorporated by reference to Exhibit 10.4 to Motorola Solutions’, Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2015 (File No. 1-7221)).
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Investment Agreement by and among Motorola Solutions, Inc., Silver Lake Partners IV, L.P. and Silver Lake Partners IV Cayman (AIV II), L.P., dated as of August 4, 2015 (incorporated by reference to Exhibit 10.1 to Motorola Solutions’ Current Report on Form 8-K filed on August 5, 2015 (file No. 1-7221)).
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Statement regarding Computation of Ratio of Earnings to Fixed Charges.
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Subsidiaries of Motorola Solutions, Inc.
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23
|
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Consent of Independent Registered Public Accounting Firm, see page
97
of the Annual Report on Form 10-K of which this Exhibit Index is a part.
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Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Gino A. Bonanotte pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Certification of Gino A. Bonanotte pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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|
101.INS
|
XBRL Instance Document
|
||
101.SCH
|
XBRL Taxonomy Extension Scheme Document
|
||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(b)
|
Exhibits:
|
|
MOTOROLA SOLUTIONS, INC.
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By:
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/
S
/ G
REGORY
Q. B
ROWN
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Gregory Q. Brown
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|
Chairman and Chief Executive Officer
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Signature
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Title
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|
Date
|
|
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|
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/S/ GREGORY Q. BROWN
|
|
Chairman and Chief Executive Officer
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February 16, 2018
|
Gregory Q. Brown
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|
and Director
(Principal Executive Officer)
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|
|
|
|
|
||
/S/ GINO A. BONANOTTE
|
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Executive Vice President and
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|
February 16, 2018
|
Gino A. Bonanotte
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|
Chief Financial Officer
(Principal Financial Officer)
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|
|
|
|
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||
/S/ JOHN K. WOZNIAK
|
|
Corporate Vice President and
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|
February 16, 2018
|
John K. Wozniak
|
|
Chief Accounting Officer
(Principal Accounting Officer)
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|
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/S/ KENNETH D. DENMAN
|
|
Director
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|
February 16, 2018
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Kenneth D. Denman
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/S/ EGON P. DURBAN
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Director
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|
February 16, 2018
|
Egon P. Durban
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|
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||
/S/ CLAYTON M. JONES
|
|
Director
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|
February 16, 2018
|
Clayton M. Jones
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|
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/S/ JUDY C. LEWENT
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|
Director
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|
February 16, 2018
|
Judy C. Lewent
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|
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||
/S/ GREGORY K. MONDRE
|
|
Director
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|
February 16, 2018
|
Gregory K. Mondre
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/S/ ANNE R. PRAMAGGIORE
|
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Director
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|
February 16, 2018
|
Anne R. Pramaggiore
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||
/S/ SAMUEL C. SCOTT III
|
|
Director
|
|
February 16, 2018
|
Samuel C. Scott III
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|
|
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/S/ JOSEPH M. TUCCI
|
|
Director
|
|
February 16, 2018
|
Joseph M. Tucci
|
|
|
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||
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Denman is a Managing Director at Sway Ventures, a venture capital firm that invests in early to mid-stage technology companies. He was the CEO and President of Emotient, Inc., a company that uses artificial intelligence to analyze facial expressions to detect emotions, from 2012 to 2016. He also served as the Chief Executive Officer of Openwave Systems Inc. from 2008 to 2011 and as a director from 2004 to 2011. He served as the Chief Executive Officer and President and director of iPass, Inc. from 2001 to 2008 and as its Chairman from 2003 to 2008. Mr. Denman is also a member of the Board of Trustees of Seattle Children’s Hospital. He is also the current chair of the University of Washington Foundation’s Board of Directors. Other Public Company Boards: Costco Wholesale Corporation. In the last five years, Mr. Denman served on the boards of LendingClub Corporation from July 2017 to February 2021, and VMware, Inc. from January 2021 to November 2023. Board Committees: Compensation and Leadership, Governance and Nominating (Chair), Executive Director Qualifications: ● Relevant industry, technology, and human capital management experience, and financial and accounting expertise as former CEO and President of Emotient, Inc. and iPass, Inc. and former CEO of Openwave Systems Inc. ● Software and services business, and cybersecurity and privacy experience as former CEO and President of Emotient, Inc. and iPass, Inc. and former CEO of Openwave Systems Inc. ● Public company CEO experience as former CEO and President of iPass, Inc. and former CEO of Openwave Systems Inc. ● Global business experience as former CEO and President of iPass, Inc., former CEO of Openwave Systems Inc. and former COO – Wireless, of MediaOne International ● Private equity, investment banking, or capital allocation experience as a Managing Director of Sway Ventures ● Public company board experience | |||
Ms. Anasenes served as Chief Financial Officer and Senior Vice President, Finance of ANSYS, Inc., a developer and provider of engineering simulation software and services, from March 2021 and December 2020, respectively, until February 2024. Ms. Anasenes remained an employee of ANSYS, Inc. until June 2024. She was Chief Financial Officer and Chief Operating Officer of Squarespace, Inc., a company which sells subscription software to help customers establish and manage their online presence and stores, from 2016 to 2020, and also served as Chief Financial Officer of Infor, a cloud application software company, from 2013 to 2015. Before joining Infor, Ms. Anasenes spent 11 years with IBM in various leadership positions in corporate finance, M&A and market development. Other Public Company Boards: Fidelity National Information Services, Inc. In the last five years, Ms. Anasenes served on the boards of ANSYS, Inc. from July 2018 until December 2020 and VMware, Inc. from April 2022 to November 2023. Board Committees: Audit Director Qualifications: ● Public company CFO as former CFO of ANSYS, Inc. and former CFO of Squarespace, Inc. ● Financial and accounting expertise and relevant industry, technology, cybersecurity and privacy, global business, software and services business, private equity, investment banking or capital allocation, and human capital management experience as former CFO of ANSYS, Inc., former CFO and COO of Squarespace, Inc. and former CFO of Infor ● Public company board experience | |||
Mr. Denman is a Managing Director at Sway Ventures, a venture capital firm that invests in early to mid-stage technology companies. He was the CEO and President of Emotient, Inc., a company that uses artificial intelligence to analyze facial expressions to detect emotions, from 2012 to 2016. He also served as the Chief Executive Officer of Openwave Systems Inc. from 2008 to 2011 and as a director from 2004 to 2011. He served as the Chief Executive Officer and President and director of iPass, Inc. from 2001 to 2008 and as its Chairman from 2003 to 2008. Mr. Denman is also a member of the Board of Trustees of Seattle Children’s Hospital. He is also the current chair of the University of Washington Foundation’s Board of Directors. Other Public Company Boards: Costco Wholesale Corporation. In the last five years, Mr. Denman served on the boards of LendingClub Corporation from July 2017 to February 2021, and VMware, Inc. from January 2021 to November 2023. Board Committees: Compensation and Leadership, Governance and Nominating (Chair), Executive Director Qualifications: ● Relevant industry, technology, and human capital management experience, and financial and accounting expertise as former CEO and President of Emotient, Inc. and iPass, Inc. and former CEO of Openwave Systems Inc. ● Software and services business, and cybersecurity and privacy experience as former CEO and President of Emotient, Inc. and iPass, Inc. and former CEO of Openwave Systems Inc. ● Public company CEO experience as former CEO and President of iPass, Inc. and former CEO of Openwave Systems Inc. ● Global business experience as former CEO and President of iPass, Inc., former CEO of Openwave Systems Inc. and former COO – Wireless, of MediaOne International ● Private equity, investment banking, or capital allocation experience as a Managing Director of Sway Ventures ● Public company board experience | |||
Mr. Tucci is the Chairman of Bridge Growth Partners. He is a founder, served as director from September 2016 to July 2022, and as the Co-Chairman and Co-Chief Executive Officer from September 2016 to February 2019, of GTY Technology Holdings Inc., a software-as-a-service company that offers a cloud-based suite of solutions for the public sector in North America. Mr. Tucci was the Chairman and Chief Executive Officer of EMC Corporation, a provider of enterprise storage systems, software, and networks. He was EMC’s Chairman from January 2006 and CEO from January 2001 until September 2016, when Dell Technologies acquired the company. Other Public Company Boards: Paychex, Inc. In the last five years, Mr. Tucci also served on the board of GTY Technology Holdings, Inc. from September 2016 to July 2022. Board Committees: Compensation and Leadership (Chair), Governance and Nominating, Executive Director Qualifications: ● Public company CEO, technology, global business, software and services business, and human capital management experience, and financial and accounting expertise as former Chairman, CEO and President of EMC Corporation ● Relevant industry, and private equity experience as former Co-CEO and Co-Chairman of GTY Technology Holdings, Inc. and founding member and current Chairman of Bridge Growth Partners ● Government, public policy, and regulatory experience as a former member of the Business Roundtable and Chair of its Task Force on Education and the Workforce and as a former member of the Technology CEO Council ● Public company board experience | |||
Gregory Q. Brown served as our PEO for the full year for each of 2024, 2023, 2022, 2021, and 2020. The amounts in columns (b) and (c) include Mr. Brown’s compensation for 2020-2024. | |||
Mr. Mondre is Co-CEO and Managing Partner of Silver Lake, a global technology investment firm, and is based in New York. Mr. Mondre joined Silver Lake in 1999 and was previously Managing Partner and Managing Director from January 2013 to December 2019. Prior to his time at Silver Lake, Mr. Mondre was a principal at TPG, where he focused on private equity investments across a wide range of industries, with a particular focus on technology. Other Public Company Boards: GoodRx Holdings, Inc. In the last five years, Mr. Mondre served on the boards of Expedia Group from May 2020 to October 2021 and GoDaddy, Inc. from May 2014 to February 2020. Board Committees: Compensation and Leadership, Governance and Nominating Director Qualifications: ● Relevant industry, technology, global business, and software and services business experience as Co-CEO and Managing Partner of Silver Lake ● Financial and accounting expertise and private equity, investment banking or capital allocation, and human capital management experience as Co-CEO and Managing Partner of Silver Lake and as former principal at TPG ● Public company board experience | |||
Ms. Mann is the Executive Vice President and Chief Financial Officer of Verisk, a data analytics and risk assessment company. Ms. Mann joined Verisk in September 2022 from S&P Global Inc., a financial information and analytic services company, where she served as Chief Financial Officer of the Mobility division from March 2022 to August 2022, as Chief Financial Officer of the Ratings division from November 2020 to August 2022 and as senior vice president of capital management from June 2019 to November 2020. Before joining S&P Global Inc., Mann held several roles of increasing responsibility at Goldman Sachs, including managing director of the firmwide strategy group and the technology, media, and telecom investment banking group. Prior to Goldman Sachs, Mann was a Moore Instructor and National Science Foundation Postdoctoral Fellow at the Massachusetts Institute of Technology. Other Public Company Boards: None Board Committees: Audit Director Qualifications: ● Public company CFO as CFO of Verisk ● Financial and accounting expertise, software and services business, global business, private equity, investment banking or capital allocation, and human capital management experience as CFO of Verisk and former CFO of the Ratings and Mobility divisions of S&P Global Inc. ● Technology experience as CFO of Verisk and former managing director of the technology, media, and telecom investment banking group at Goldman Sachs | |||
Dr. Howard is the dean of the College of Engineering at The Ohio State University, as well as a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint appointment in Computer Science and Engineering, positions that she has held since 2021. Dr. Howard was also the founder and board president of Zyrobotics, Inc., a non-profit organization that provided AI-powered STEM tools for early childhood education, from January 2020 to January 2025. Dr. Howard held various positions at the Georgia Institute of Technology (“Georgia Tech”) from 2005 to 2021, including as the Chair of the School of Interactive Computing from 2018 to 2021, and as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering from 2015 to 2021. Prior to her time at Georgia Tech, Dr. Howard worked at NASA’s Jet Propulsion Laboratory in various roles from 1993 to 2005. Other Public Company Boards: Autodesk, Inc. Board Committees: Audit Director Qualifications: ● Financial and accounting expertise and private equity, investment banking or capital allocation experience as the founder of Zyrobotics, Inc., and from her receipt of her M.B.A. from the Drucker Graduate School of Management ● Government, public policy and regulatory experience as the dean of the College of Engineering at The Ohio State University and former roles at NASA’s Jet Propulsion Laboratory ● Relevant industry, technology, cybersecurity and privacy, software and services business, and human capital management experience as the founder of Zyrobotics, Inc., dean of the College of Engineering at The Ohio State University and former roles at NASA’s Jet Propulsion Laboratory ● Public company board experience |
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock Awards ($) (2,3)
|
Option Awards ($)
|
Non-Equity Incentive Plan Compensation ($)
|
Change in
($)
|
All Other Compensation ($)
|
Total ($)
|
|||||||||||||||||||||||||
Gregory Q. Brown Chairman and Chief Executive Officer |
|
|||||||||||||||||||||||||||||||||
|
2024 | 1,350,000 | 0 | 16,831,588 | 7,621,587 | 4,635,225 | 21,418 | 393,569 | 30,853,387 | |||||||||||||||||||||||||
2023 | 1,350,000 | 0 | 15,267,677 | 6,599,930 | 4,635,225 | 1,247 | 324,419 | 28,178,498 | ||||||||||||||||||||||||||
2022 | 1,273,077 | 0 | 10,956,744 | 5,162,429 | 3,276,785 | 0 | 347,446 | 21,016,481 | ||||||||||||||||||||||||||
Jason J. Winkler Executive Vice President and Chief Financial Officer |
|
|||||||||||||||||||||||||||||||||
2024 | 849,961 | 0 | 17,751,612 | 1,499,864 | 1,621,301 | 2,479 | 88,927 | 21,814,144 | ||||||||||||||||||||||||||
2023 | 806,846 | 0 | 3,084,259 | 1,333,221 | 1,539,059 | 1,617 | 100,201 | 6,865,203 | ||||||||||||||||||||||||||
2022 | 726,346 | 0 | 2,440,567 | 1,149,956 | 1,586,347 | 0 | 60,780 | 5,963,996 | ||||||||||||||||||||||||||
John P. Molloy Executive Vice President and Chief Operating Officer |
|
|||||||||||||||||||||||||||||||||
2024 | 953,846 | 0 | 18,046,068 | 1,633,308 | 1,819,461 | 10,330 | 88,363 | 22,551,376 | ||||||||||||||||||||||||||
2023 | 908,884 | 0 | 3,353,882 | 1,449,889 | 1,733,697 | 3,591 | 43,373 | 7,493,316 | ||||||||||||||||||||||||||
2022 | 828,654 | 0 | 2,582,068 | 1,216,638 | 2,099,370 | 0 | 51,624 | 6,778,354 | ||||||||||||||||||||||||||
Mahesh Saptharishi Executive Vice President and Chief Technology Officer |
|
|||||||||||||||||||||||||||||||||
2024 | 849,961 | 0 | 17,751,612 | 1,499,864 | 1,621,301 | 0 | 13,800 | 21,736,538 | ||||||||||||||||||||||||||
2023 | 806,846 | 0 | 3,084,259 | 1,333,221 | 1,539,059 | 0 | 13,200 | 6,776,585 | ||||||||||||||||||||||||||
2022 | 696,923 | 0 | 2,122,252 | 999,983 | 1,462,176 | 0 | 13,138 | 5,294,472 | ||||||||||||||||||||||||||
Rajan S. Naik Senior Vice President, Strategy and Ventures |
|
|||||||||||||||||||||||||||||||||
2024 | 627,192 | 0 | 1,655,866 | 749,861 | 909,241 | 0 | 32,990 | 3,975,150 | ||||||||||||||||||||||||||
2023 | 589,808 | 0 | 1,542,129 | 666,549 | 855,044 | 0 | 38,067 | 3,691,597 |
Customers
Customer name | Ticker |
---|---|
Adobe Inc. | ADBE |
S&P Global Inc. | SPGI |
Verizon Communications Inc. | VZ |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
BROWN GREGORY Q | - | 93,369 | 113,500 |
BROWN GREGORY Q | - | 53,751 | 85,435 |
MOLLOY JOHN P | - | 46,704 | 0 |
MOLLOY JOHN P | - | 34,906 | 0 |
LEWENT JUDY C | - | 33,392 | 0 |
SAPTHARISHI MAHESH | - | 16,380 | 0 |
NIEWIARA JAMES A | - | 14,504 | 0 |
SAPTHARISHI MAHESH | - | 12,536 | 0 |
NIEWIARA JAMES A | - | 10,256 | 0 |
NAIK RAJAN | - | 8,939 | 0 |
YAZDI CYNTHIA | - | 8,598 | 0 |
DENMAN KENNETH D | - | 6,936 | 0 |
WINKLER JASON J | - | 6,732 | 0 |
YAZDI CYNTHIA | - | 3,780 | 0 |
MOORE KATHRYN A | - | 3,136 | 0 |
Mondre Greg | - | 1,588 | 21,789 |
MAHER KATHERINE A | - | 1,423 | 0 |
DUNNING KAREN E | - | 1,224 | 0 |
MAHER KATHERINE A | - | 1,108 | 0 |
DUNNING KAREN E | - | 447 | 0 |
Mann Elizabeth | - | 380 | 0 |
Durban Egon | - | 0 | 20,903 |