AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · A favorable judgment, forward-looking royalties and actual subsequent recoveries demonstrate economically enforceable proprietary technology. This is strong evidence for a specific advantage, with limited evidence of its company-wide breadth.
durability · 2/4 · Intellectual-property enforcement has produced benefits over multiple years, and Airwave services were extended through 2029. Neither establishes exceptional long-term protection; regulatory price intervention limits economic capture.
customer dependency · 2/4 · Airwave's mission-critical role and extension support dependence indirectly. The $9.5 billion of remaining performance obligations supports committed demand, but termination rights and absent switching-cost measurements prevent a stronger portfolio-wide conclusion.
erosion resilience · 2/4 · Continued recoveries and growth in Software and Services show resilience, but Airwave suffered realized regulatory erosion. Acquisition-heavy product growth and mixed operating margins also limit evidence of organic competitive resilience.
Pricing power38
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · The clearest observed pricing outcome is adverse: Airwave's imposed price control reduced remaining performance obligations by $777 million and governed recognized revenue. No supplied evidence establishes offsetting realized pricing strength elsewhere.
retention · 2/4 · The Airwave extension demonstrates continued service demand, while Software and Services sales growth supports repeat demand indirectly. Acquisitions contribute to growth, and no portfolio renewal or customer-cohort data are supplied.
margin resilience · 2/4 · First-half 2026 gross margin rose to 52.0% from 51.3%, but operating margin declined to 22.8% from 24.1%. Product margins faced supply-chain pressure, while favorable mix, acquisitions and tariff refunds aided the second quarter. Resilience is mixed and does not itself establish pricing power.
contractual freedom · 1/4 · Airwave's legally imposed price control and unsuccessful appeal directly constrain pricing discretion. Customer termination-for-convenience provisions further weaken contractual protection. Broader repricing and escalation rights are not disclosed.
Predictability100
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 1.36
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 1.66
Financial strength53
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 63.40
- netDebtEbitGrade
- 46.47
- interestCoverageGrade
- 80.85
- currentRatioGrade
- 22.92
- Debt / FCF (x)
- 3.56
- Net debt / operating income (x)
- 2.68
- Interest coverage (x)
- 9.89
- Current ratio (x)
- 1.04
Capital allocation100
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 44.71
- 3-year average dilution (%)
- -0.18
- 3-year average SBC / revenue (%)
- 2.29
- cashConversionGrade
- 100.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual operating cash generation, research spending and capital investment support productive reinvestment. However, $4.9 billion of 2025 acquisitions required substantial debt financing, and first-half 2026 net interest expense nearly doubled. Repurchases offset share issuance without reducing period-end shares during that half. Acquisition returns remain unproven.
incentive alignment · 3/4 · Existing annual executive long-term incentives are performance-based equity, with relative-return conditions, ownership requirements and restrictions on hedging and pledging. These support strong alignment, tempered by CEO severance and continued or accelerated vesting provisions. Actual CEO ownership and realized incentive outcomes are not established.
execution · 3/4 · Reported 2025 revenue and operating cash growth, improved on-time delivery and continued Software and Services growth support strong execution. Delivery evidence is issuer-reported, and acquisition contributions, higher financing costs and mixed first-half margins limit attribution and durability.
governance · 3/4 · Disclosed shareholder rights, a lead independent director, independent compensation committee members and a written related-person transaction policy support strong governance arrangements. CEO-chair concentration and generous termination terms temper the assessment. Proxy nominees are not treated as confirmed election results, and policy effectiveness is not independently demonstrated.
Evidence
In 2020, a jury decided in the Company's favor and awarded the Company $543.7 million, plus $51.1 million in pre-judgment interest and $2.6 million in costs, as well as $34.2 million in attorneys' fees.
Note 12, Legal Matters, Hytera Civil Litigation · Filed 12/02/2026
Subsequently, the District Court ordered Hytera to pay the Company a forward-looking reasonable royalty on products ("I-Series") that use the Company’s stolen trade secrets, setting royalty rates for Hytera's sale of relevant products from July 1, 2019 forward.
Note 12, Legal Matters, forward-looking royalty order · Filed 12/02/2026
During the six months ended July 4, 2026 and June 28, 2025, the Company recognized gains on the Hytera litigation of $60 million and $20 million, respectively, for amounts recovered through legal proceedings due to theft of the Company's trade secrets.
Other Financial Data, realized Hytera litigation recoveries · Filed 05/08/2026
Airwave provides mission-critical voice and data communications to emergency services and other agencies in Great Britain.
Risk Factors, Airwave services and customers · Filed 15/02/2024
In addition, after our receipt in March 2024 of the Deferred National Shutdown Notice from the Home Office, we recorded additional backlog of $748 million to reflect the incremental three years of services related to the extension of the "national shutdown target date" on the Airwave services to December 31, 2029.
Risk Factors, Airwave service extension through 2029 · Filed 14/02/2025
Our remaining performance obligations for Airwave services contracted with the Home Office of the United Kingdom (the "Home Office") through December 31, 2026 was reduced by $777 million and since August 1, 2023 our revenue under the Airwave contract has been recognized in accordance with the Charge Control.
Revenue recognition, Airwave Charge Control and reduced performance obligations · Filed 14/02/2025
After the Competition Appeal Tribunal ("CAT") dismissed our appeal of the Charge Control, we appealed the CAT's judgment to the United Kingdom Court of Appeal, which denied our application for permission to appeal the CAT's judgment on January 30, 2025.
Risk Factors, unsuccessful appeal of Airwave Charge Control · Filed 14/02/2025
Remaining performance obligations are equal to disclosed backlog, except within our Software and Services contracts where multi-year contract terms may be limited by the customer's ability to terminate for convenience.
Revenue recognition, termination-for-convenience limitations · Filed 05/08/2026
The transaction value associated with remaining performance obligations which were not yet satisfied as of July 4, 2026 was $9.5 billion, of which $4.1 billion is expected to be recognized in the next twelve months.
Revenue recognition, July 2026 remaining performance obligations · Filed 05/08/2026
34 Results of Operations—Six months ended July 4, 2026 compared to Six months ended June 28, 2025 Six Months Ended July 4, 2026 June 28, 2025 (In millions) Products and Systems Integration Software and Services Total Products and Systems Integration Software and Services Total Net sales by region: North America $ 2,426 $ 1,641 $ 4,067 $ 2,429 $ 1,450 $ 3,879 International 1,042 739 1,781 770 644 1,414 $ 3,468 $ 2,380 $ 5,848 $ 3,199 $ 2,094 $ 5,293 Net sales by major products and services: Mission Critical Networks (MCN) $ 2,856 $ 1,393 $ 4,249 $ 2,671 $ 1,235 $ 3,906 Video 612 481 1,093 528 436 964 Command Center — 506 506 — 423 423 $ 3,468 $ 2,380 $ 5,848 $ 3,199 $ 2,094 $ 5,293 Operating earnings $ 666 $ 668 $ 1,334 $ 715 $ 559 $ 1,274 Operating margins 19.2 % 28.1 % 22.8 % 22.4 % 26.7 % 24.1 % Net Sales The Products and Systems Integration segment's net sales represented 59% of our net sales in the first half of 2026 and 60% in the first half of 2025.
MD&A, first-half segment sales and operating margins · Filed 05/08/2026
Net sales includes: •an increase in the Software and Services segment, inclusive of $71 million of revenue from acquisitions, driven by an increase in MCN, Command Center and Video; •an increase in the Products and Systems Integration segment, inclusive of $392 million of revenue from acquisitions, driven by an increase in MCN and Video; and •inclusive of $94 million from favorable currency rates.
MD&A, acquisition and currency contributions to first-half sales · Filed 05/08/2026
$240 million and share-based compensation of $6 million February 21, 2025 29 Results of Operations Three Months Ended Six Months Ended (Dollars in millions, except per share amounts) July 4, 2026 % of Sales* June 28, 2025 % of Sales* July 4, 2026 % of Sales* June 28, 2025 % of Sales* Net sales from products $ 1,818 $ 1,533 $ 3,300 $ 2,980 Net sales from services 1,315 1,232 2,548 2,313 Net sales 3,133 2,765 5,848 5,293 Costs of products sales 702 38.6 % 646 42.1 % 1,332 40.4 % 1,220 40.9 % Costs of services sales 753 57.3 % 706 57.3 % 1,476 57.9 % 1,360 58.8 % Costs of sales 1,455 1,352 2,808 2,580 Gross margin 1,678 53.6 % 1,413 51.1 % 3,040 52.0 % 2,713 51.3 % Selling, general and administrative expenses 496 15.8 % 450 16.3 % 935 16.0 % 886 16.7 % Research and development expenditures 260 8.3 % 231 8.4 % 512 8.8 % 464 8.8 % Other charges 113 3.6 % 40 1.4 % 259 4.4 % 89 1.7 % Operating earnings 809 25.8 % 692 25.0 % 1,334 22.8 % 1,274 24.1 % Other income (expense): Interest expense, net (103) (3.3) % (55) (2.0) % (208) (3.6) % (106) (2.0) % Other, net 36 1.1 % 43 1.6 % 56 1.0 % 59 1.1 % Total other expense (67) (2.1) % (12) (0.4) % (152) (2.6) % (47) (0.9) % Net earnings before income taxes 742 23.7 % 680 24.6 % 1,182 20.2 % 1,227 23.2 % Income tax expense 184 5.9 % 165 6.0 % 256 4.4 % 280 5.3 % Net earnings 558 17.8 % 515 18.6 % 926 15.8 % 947 17.9 % Less: Earnings attributable to non-controlling interests 1 — % 2 0.1 % 3 0.1 % 4 0.1 % Net earnings attributable to Motorola Solutions, Inc.
MD&A, quarterly and first-half consolidated results · Filed 05/08/2026
The primary drivers of this increase in gross margin as a percentage of net sales were: •a 3.0% increase in gross margin as a percentage of net sales in the Products and Systems Integration segment, inclusive of acquisitions, primarily driven by higher sales, including favorable mix, and IEEPA tariff refunds partially offset by higher direct material costs; and •a 1.5% increase in gross margin as a percentage of net sales in the Software and Services segment, inclusive of acquisitions, primarily driven by higher sales, including favorable mix.
MD&A, second-quarter gross-margin drivers · Filed 05/08/2026
•a 3.5% decrease in gross margin as a percentage of net sales in the Products and Systems Integration segment, inclusive of acquisitions, primarily driven by unfavorable mix and supply chain costs; partially offset by
MD&A, first-quarter product gross-margin pressure · Filed 07/05/2026
We achieved revenue of approximately $11.7 billion, representing 8% growth, and generated $2.8 billion in operating cash flow, representing 19% growth.
Shareholder letter, 2025 revenue and operating cash generation · Filed 02/04/2026
In 2025, Motorola Solutions deployed over $8 billion across strategic acquisitions, research and development, capital expenditures and direct shareholder returns: $4.9 billion in strategic acquisitions, including the largest in Motorola Solutions’ history with Silvus Technologies.
Shareholder letter, actual 2025 acquisition spending · Filed 02/04/2026
$970 million in research and development and $265 million in capital expenditures to deliver next-generation technologies such as Assist, our mission-critical AI, and SVX, our body-worn assistant that converges secure voice, video and AI.
Shareholder letter, research spending and capital expenditures · Filed 02/04/2026
Issued $2 billion of long-term senior notes and entered into $1.5 billion of term loans to fund the acquisition of Silvus, and repaid $322 million of debentures due in 2025
Proxy summary, acquisition financing and debt repayment · Filed 02/04/2026
3 Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In millions) Shares Common Stock and Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-controlling Interests Balance as of December 31, 2025 167.4 $ 2,281 $ (2,420) $ 2,549 $ 17 Net earnings 366 2 Other comprehensive loss (3) Issuance of common stock and stock options exercised 1.0 (8) Share repurchase program (0.3) (118) Share-based compensation expenses 98 Dividends declared $1.21 per share (201) Balance as of April 4, 2026 168.1 $ 2,371 $ (2,423) $ 2,596 $ 19 Net earnings 557 1 Other comprehensive loss (2) Issuance of common stock and stock options exercised 0.1 (2) Share repurchase program (0.8) (326) Share-based compensation expenses 101 Dividends declared $1.21 per share (200) Dividends paid to non-controlling interest on subsidiary common stock (4) Balance as of July 4, 2026 167.4 $ 2,470 $ (2,425) $ 2,627 $ 16 (In millions) Shares Common Stock and Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-controlling Interests Balance as of December 31, 2024 168.6 $ 1,942 $ (2,539) $ 2,300 $ 16 Net earnings 430 2 Other comprehensive income 39 Issuance of common stock and stock options exercised 0.7 (90) Share repurchase program (0.7) (325) Share-based compensation expenses 66 Dividends declared $1.09 per share (182) Balance as of March 29, 2025 168.6 $ 1,918 $ (2,500) $ 2,223 $ 18 Net earnings 513 2 Other comprehensive income 88 Issuance of common stock and stock options exercised 0.3 53 Share repurchase program (0.6) (219) Share-based compensation expenses 74 Dividends declared $1.09 per share (182) Dividends paid to non-controlling interest on subsidiary common stock (4) Balance as of June 28, 2025 168.3 $ 2,045 $ (2,412) $ 2,335 $ 16 See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
Condensed Consolidated Statements of Stockholders' Equity, issuances, repurchases and compensation · Filed 05/08/2026
WHAT WE DO PRACTICE MSI PRACTICE Annual Shareholder Say on Pay We seek an annual non-binding advisory vote from shareholders to approve our executive compensation Robust Stock Ownership Guidelines Executives are required to hold stock equal to 10x salary for CEO and 3x salary for other NEOs Transparent Disclosure Robust individual performance disclosure for STIP Pay-for-Performance and Shareholder Alignment Long-term incentive program for management team, including the NEOs, is 100% performance-based with respect to annual grants Use of Independent Advisor The Committee retains CAP to review Company compensation programs and practices (CAP provides no other services for the Company) WHAT WE DON’T DO PRACTICE MSI PRACTICE No Cash in NEO LTI Program NEO LTI has been 100% performance-based equity since 2021 No Tax Gross-ups We do not provide tax gross-ups in connection with any perquisites or in the event of any “golden parachute payment” in connection with a change in control No Excessive Perquisites We do not provide excessive perquisites to our NEOs and believe that our perquisites are reasonable and competitive No Trading on Margin or Hedging or Pledging of Company Securities Our Insider Trading Prohibitions Policy prohibits directors, officers and other designated individuals from holding securities in a margin account or engaging in hedging, short sales, pledging or any derivative transaction relating to our securities No Single Trigger Severance in a Change in Control In the event of a change in control, all severance pay components have a double trigger (subject to certain conditions) Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement 47 Table of Contents EVOLUTION OF OUR EXECUTIVE COMPENSATION PROGRAM The timeline below illustrates our responsiveness to shareholder feedback and the evolution of our compensation program over the past several years.
Compensation Discussion and Analysis, existing ownership and compensation policies · Filed 02/04/2026
The Committee designed the LTI program to achieve this alignment through: 100% performance-based vesting with respect to our regular annual grant under the LTI program (i.e., no time-based vesting or guaranteed value) The program metrics being 100% aligned to creating more value for our shareholders The majority of the total award value requiring TSR performance above the median of S&P 500 companies in order to receive at least a target payout Determining Target Award Values The Committee reviews LTI target award values annually by first determining a target total compensation value appropriate for the size and complexity of the NEO’s role and then determining the appropriate LTI value based on our philosophy of delivering the largest percentage of total compensation in LTI.
Compensation Discussion and Analysis, annual long-term incentive vesting conditions · Filed 02/04/2026
Brown for “good reason,” Mr. Brown will be entitled to, among other items and in general: (1) accrued and unpaid obligations (including base salary, vacation pay, undistributed bonuses and reimbursement of certain business expenses); (2) a lump sum severance payment equal to two times (prior to a change in control) or three times (on or within 24 months of a change in control) the sum of his base salary and target annual bonus; (3) a pro rata annual bonus based on actual performance during the year in which termination occurs; (4) two years (prior to a change in control) or three years (on or within 24 months of a change in control) of medical benefits continuation; and (5) two years’ continued vesting of all outstanding equity awards (prior to a change in control) or accelerated vesting of all outstanding equity awards (on or within 24 months of a change in control).
Employment arrangements, CEO severance and continued or accelerated equity vesting · Filed 02/04/2026
4 Motorola Solutions Notice of 2026 Annual Meeting of Shareholders and Proxy Statement Table of Contents GOVERNANCE HIGHLIGHTS (page 14) 7 of our 8 director nominees are independent, including all committee members All members of our Audit Committee qualify as “audit committee financial experts” Lead Independent Director Regular executive session meetings of independent directors Annual election of directors Annual director self-assessment process No supermajority voting provisions in our organizational documents No “poison pill” Robust oversight of risk Director Independence Guidelines Majority voting standard in uncontested director elections 20% threshold for shareholder right to call special meeting Shareholder right to act by written consent Succession planning Proactive shareholder engagement EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 34) Pay-for-performance and at-risk compensation A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by the Company’s strategy.
Proxy summary, governance provisions and director nominees · Filed 02/04/2026
Independence Our Board has determined that each member of the Compensation and Leadership Committee qualifies as an independent director under the corporate governance standards of the NYSE (including the additional Compensation and Leadership Committee requirements) and our Director Independence Guidelines.
Board committees, compensation committee independence determination · Filed 02/04/2026
RELATED PERSON TRANSACTION POLICY AND PROCEDURES The Company has established a written policy for the review of certain related person transactions, including those that are required to be disclosed in this Proxy Statement (the “RPT Policy”).
Related Person Transaction Policy and Procedures · Filed 02/04/2026
Improved supply chain performance to over 90% on-time delivery, significantly exceeding the 2024 level of slightly over 70%.
CEO performance discussion, reported on-time delivery improvement · Filed 02/04/2026
AlertMedia, AT&T, Axon Enterprise, Carbyne, CentralSquare Technologies, Comtech Telecommunications, Everbridge, Hexagon, Intrado, Mark43, Crisis24, Oracle Public Safety, RapidSOS, Tyler Technologies, Versaterm
Business, named competitive companies · Filed 12/02/2026
