Motorola Solutions · 10-Q · Item 2 MD&A

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This commentary should be read in conjunction with the condensed consolidated financial statements and related notes thereto of Motorola Solutions, Inc. (“Motorola Solutions,” the “Company,” “we,” “our,” or “us”) for the three and six months ended July 4, 2026 and June 28, 2025, as well as our consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K").

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q for the quarter ended July 4, 2026 (this “Form 10-Q”) which are not historical in nature are forward-looking statements within the meaning of applicable federal securities law. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “aims,” “estimates” and similar expressions. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date.

Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this Form 10-Q. Some of these risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A “Risk Factors” of the Form 10-K, and those described elsewhere in our other SEC filings. Forward-looking statements include, but are not limited to, statements under the following headings: (1) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the impact of changes in the global trade environment, the dynamic supply chain environment and the memory market on our business, and our actions in response thereto (including with respect to inventory levels); (b) the impact of acquisitions on our business; (c) our plans to assess the impact of changes to tax law on our business; (d) the return of capital to shareholders through dividends and/or repurchasing shares; (e) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs; (f) our ability to repatriate funds; (g) the liquidity of our investments; (h) our ability to access the capital markets; (i) our use of proceeds from the issuance of notes under our unsecured commercial paper program; (j) adequacy of internal resources to generate adequate amounts of cash to meet expected working capital, capital expenditure and cash requirements; and (k) future cash flows generated from operations, and future uses of cash, investments and debt facilities; and (2) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency risk; and (b) future hedging activity and expectations of the Company.

Executive Overview

Business Overview

The Company manages the business through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, the Company reports net sales across three principal product lines:

•MCN: Infrastructure, mobile ad-hoc network ("MANET") technology, devices (two-way radio and broadband, including both for public safety and professional and commercial radio ("PCR")), software and artificial intelligence ("AI")-powered capabilities. MCN includes installation and integration, backed by managed and support services, to help assure mission-critical communications availability, security and resiliency;

•Video: Cameras (fixed, body-worn, in-vehicle), access control, sensors, infrastructure, video management, video monitoring, software and AI-powered analytics that enable visibility of events and focus attention on what's important, to inform faster and more accurate decisions and actions; and

•Command Center: Command center solutions, software applications and AI-powered capabilities, that unify voice and data from public safety agencies, enterprises and the community, enabling a broad informational view of operations and incidents while helping to accelerate workflows and improve the accuracy, speed and trust of decisions.

We have invested across these three technologies organically and through acquisitions to evolve our land mobile radio ("LMR") focus and expand our ecosystem of safety and security products and services. Across all three technologies, we offer AI-powered capabilities and software solutions, services such as cybersecurity subscription services and managed and support services.

Second Quarter Financial Results

•Net sales were $3.1 billion in the second quarter of 2026 compared to $2.8 billion in the second quarter of 2025.

•Operating earnings were $809 million in the second quarter of 2026 compared to $692 million in the second quarter of 2025.

•Net earnings attributable to Motorola Solutions, Inc. was $557 million, or $3.33 per diluted common share, in the second quarter of 2026, compared to $513 million, or $3.04 per diluted common share, in the second quarter of 2025.

•Operating cash flow increased $137 million to $920 million in the first half of 2026 compared to $783 million in the first half of 2025.

•T1We repurchased $444 million of common stock and paid $402 million in dividends in the first half of 2026.

Recent Events

Macroeconomic Environment Update

The global trade landscape continues to shift rapidly, including evolving tariffs and import/export regulations, such as restrictions around rare earth minerals, trade barriers and trade disputes.

On February 20, 2026, a U.S. Supreme Court ruling invalidated tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). On April 20, 2026, the U.S. Customs and Border Protection launched a system to process IEEPA tariff refund claims. Following the implementation of this system, we have determined that the recovery of a portion of these refunds is now probable. Accordingly, during the quarter ended July 4, 2026, we recognized a favorable adjustment of $60 million recorded within Cost of sales in our Condensed Consolidated Statements of Operations.

In addition, T2we are experiencing higher costs for memory in our products which is a result of substantial demand in the market driven by AI. As a result, T3we continue to observe elevated volatility and uncertainty around the global supply chain. We engage with global suppliers across a diverse network of locations around the world. We are actively managing our inventory and continue to work with our global supply base to mitigate our exposure to elevated volatility and uncertainty from these rising memory costs, as well as global tariffs and import/export regulations that have developed, and which may continue to develop, to ensure supply continues at levels necessary to meet our current customer demand.

We expect inventory levels to remain elevated as we mitigate this dynamic supply chain environment. The current environment has led to increased costs on materials and components, for which we continue to develop mitigation actions going forward.

Recent Acquisitions

Segment(s)

Technology

Acquisition

Description

Purchase Price

Date of Acquisition

Software and Services

Command Center

Hyper

Provider of conversational, agentic AI designed to reduce the burden on understaffed public safety answering points (PSAPs) by handling non-emergency calls.

$23 million and share-based compensation of $2 million

Software and Services

Command Center

Exacom

Provider of cloud-native voice and multimedia recording and logging solutions for mission-critical communications.

$67 million and share-based compensation of $1 million

Software and Services

Video Security and Access Control

Blue Eye

Provider of AI-powered enterprise remote video monitoring ("RVM") services.

$79 million and share-based compensation of $1 million

Products and Systems Integration

&

Software and Services

Mission Critical Networks

Silvus Technologies

Designer and developer of software-defined high-speed MANET technology.

$4.4 billion and share-based compensation of $20 million

Software and Services

Command Center

Theatro

Creator of AI and voice-powered communication and digital workflow software for frontline workers.

$174 million and share-based compensation of $5 million

Software and Services

Command Center

RapidDeploy

Provider of cloud-native 911 solutions.

$240 million and share-based compensation of $6 million

Results of Operations

Three Months Ended

Six Months Ended

(Dollars in millions, except per share amounts)

% of

Sales*

% of

Sales*

% of

Sales*

% of

Sales*

Net sales from products

$

$

$

$

Net sales from services

Net sales

Costs of products sales

%

%

%

%

Costs of services sales

%

%

%

%

Costs of sales

Gross margin

%

%

%

%

Selling, general and administrative expenses

%

%

%

%

Research and development expenditures

%

%

%

%

Other charges

%

%

%

%

Operating earnings

%

%

%

%

Other income (expense):

Interest expense, net

%

%

%

%

Other, net

%

%

%

%

Total other expense

%

%

%

%

Net earnings before income taxes

%

%

%

%

Income tax expense

%

%

%

%

Net earnings

%

%

%

%

Less: Earnings attributable to non-controlling interests

1

—

%

2

%

3

%

4

%

Net earnings attributable to Motorola Solutions, Inc.

$

%

$

%

$

%

$

%

Earnings per diluted common share

$

$

$

$

* Percentages may not add due to rounding

Results of Operations—Three months ended July 4, 2026 compared to three months ended June 28, 2025

The results of operations for the second quarter of 2026 are not necessarily indicative of the operating results to be expected for the full year. Historically, we have experienced higher revenues in the fourth quarter as compared to the rest of the quarters of our fiscal year as a result of the purchasing patterns of our customers.

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

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

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

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

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

Three Months Ended

(In millions)

Products and Systems Integration

Software and Services

Total

Products and Systems Integration

Software and Services

Total

Net sales by region:

North America

$

$

$

$

$

$

International

$

$

$

$

$

$

Net sales by major products and services:

Mission Critical Networks (MCN)

$

$

$

$

$

$

Video

Command Center

—

—

$

$

$

$

$

$

Operating earnings

$

$

$

$

$

$

Operating margins

%

%

%

%

%

%

Net Sales

The Products and Systems Integration segment’s net sales represented 61% of our net sales in the second quarter of 2026 and 60% in the second quarter of 2025. The Software and Services segment’s net sales represented 39% of our net sales in the second quarter of 2026 and 40% in the second quarter of 2025.

Net sales increased $368 million, or 13%, in the second quarter of 2026 compared to the second quarter of 2025. The $255 million, or 15%, increase in net sales within the Products and Systems Integration segment was driven by an increase of 36% in the International region and an increase of 9% in the North America region. The $113 million, or 10%, increase in net sales within the Software and Services segment was driven by an increase of 9% in the North America region and an increase of 12% in the International region. Net sales includes:

•an increase in the Products and Systems Integration segment, inclusive of $210 million of revenue from acquisitions, driven by an increase in MCN and Video;

•an increase in the Software and Services segment, inclusive of $33 million of revenue from acquisitions, driven by an increase in MCN, Command Center and Video; and

•inclusive of $35 million from favorable currency rates.

Regional results include:

•a 25% increase in the International region, inclusive of revenue from acquisitions, driven by an increase in MCN, Video and Command Center; and

•a 9% increase in the North America region, inclusive of revenue from acquisitions, driven by an increase in MCN, Video and Command Center.

Products and Systems Integration

The 15% increase in the Products and Systems Integration segment was driven by the following:

•$211 million, or 16%, growth in MCN, inclusive of revenue from acquisitions, driven by the International and North America regions;

•$44 million, or 15%, growth in Video, driven by the International and North America regions; and

•inclusive of $19 million from favorable currency rates.

Software and Services

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

•$64 million, or 10%, growth in MCN, inclusive of revenue from acquisitions, driven by the North America and International regions;

•$32 million, or 14%, growth in Command Center, inclusive of revenue from acquisitions, driven by the North America and International regions;

•$17 million, or 8%, growth in Video, inclusive of revenue from acquisitions, driven by the North America and International regions; and

•inclusive of $16 million from favorable currency rates.

Gross Margin

Three Months Ended

(In millions)

% Change

Gross margin from Products and Systems Integration

$

$

%

Gross margin from Software and Services

%

Gross margin

$

$

%

Gross margin was 53.6% of net sales in the second quarter of 2026 compared to 51.1% in the second quarter of 2025. 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.

Selling, General and Administrative ("SG&A") Expenses

Three Months Ended

(In millions)

% Change

SG&A expenses from Products and Systems Integration

$

$

9

%

SG&A expenses from Software and Services

%

SG&A expenses

$

$

%

SG&A expenses increased 10% in the second quarter of 2026 compared to the second quarter of 2025 primarily driven by:

•a $33 million, or 9%, increase in Products and Systems Integration SG&A expenses primarily due to higher expenses associated with acquired businesses and higher employee incentive costs, including share-based compensation, partially offset by lower expenses related to legal matters, including Hytera-related expenses; and

•a $13 million, or 14%, increase in Software and Services SG&A expenses primarily due to higher employee incentive costs, including share-based compensation, and higher expenses associated with acquired businesses.

SG&A expenses were 15.8% of net sales in the second quarter of 2026 compared to 16.3% of net sales in the second quarter of 2025.

Research and Development ("R&D") Expenditures

Three Months Ended

(In millions)

% Change

R&D expenditures from Products and Systems Integration

$

$

7

%

R&D expenditures from Software and Services

%

R&D expenditures

$

$

%

T4R&D expenditures increased 13% in the second quarter of 2026 compared to the second quarter of 2025 primarily driven by:

•a $19 million, or 22%, increase in Software and Services R&D expenditures primarily due to investments in Command Center, higher employee incentive costs, including share-based compensation, and higher expenses associated with acquired businesses; and

•a $10 million, or 7%, increase in Products and Systems Integration R&D expenditures primarily due to higher expenses associated with acquired businesses and higher employee incentive costs, including share-based compensation.

R&D expenditures were 8.3% of net sales in the second quarter of 2026 compared to 8.4% of net sales in the second quarter of 2025.

Other Charges

Three Months Ended

(In millions)

Other charges from Products and Systems Integration

$

$

Other charges from Software and Services

Other charges

$

$

Other charges increased $73 million in the second quarter of 2026 compared to the second quarter of 2025. The increase was primarily driven by:

•$95 million of intangible amortization expense in the second quarter of 2026 compared to $39 million of intangible amortization expense in the second quarter of 2025; and

•a $16 million contingent earnout charge related to the Silvus acquisition in the second quarter of 2026 that did not occur in the second quarter of 2025; partially offset by

•a $20 million gain on Hytera litigation for amounts recovered through legal proceedings due to the theft of our trade secrets recognized in the second quarter of 2026 compared to $10 million of gains on Hytera litigation in the second quarter of 2025.

Operating Earnings

Three Months Ended

(In millions)

Operating earnings from Products and Systems Integration

$

$

Operating earnings from Software and Services

Operating earnings

$

$

Operating earnings increased $117 million, or 17%, in the second quarter of 2026 compared to the second quarter of 2025. The increase in Operating earnings was due to:

•a $90 million increase in the Products and Systems Integration segment, primarily driven by higher sales, including favorable mix, IEEPA tariff refunds, improved operating leverage, and a gain on the Hytera litigation partially offset by higher employee incentive costs, including share-based compensation, an increase in intangible amortization expense, higher expenses associated with acquired businesses, higher direct material costs, and a contingent earnout charge related to the Silvus acquisition; and

•a $27 million increase in the Software and Services segment, primarily driven by higher sales, including favorable mix, partially offset by higher employee incentive costs, including share-based compensation, and higher expenses associated with acquired businesses.

Interest Expense, net

Three Months Ended

(In millions)

Interest expense, net

$

$

The $48 million increase in Interest expense, net in the second quarter of 2026 compared to the second quarter of 2025 was primarily driven by higher outstanding debt.

Other, net

Three Months Ended

(In millions)

Other, net

$

$

The $7 million decrease in Other, net in the second quarter of 2026 compared to the second quarter of 2025 was primarily driven by:

•a $17 million loss on derivatives in the second quarter of 2026 compared to a $34 million gain on derivatives in the second quarter of 2025;

•a $13 million gain on fair value adjustments to equity investments in the second quarter of 2026 compared to a $18 million gain on fair value adjustments to equity investments in the second quarter of 2025; and

•$25 million of net periodic pension and postretirement benefit in the second quarter of 2026 compared to $30 million of net periodic pension and postretirement benefit in the second quarter of 2025; partially offset by

•a $11 million gain on foreign currency in the second quarter of 2026 compared to a $42 million loss on foreign currency in the second quarter of 2025.

Effective Tax Rate

Three Months Ended

(In millions)

Income tax expense

$

$

The effective tax rate for the three months ended July 4, 2026 of 25% was higher than the effective tax rate for the three months ended June 28, 2025 of 24%, primarily due to a net increase in unrecognized tax benefits.

On July 4, 2025, the "One Big Beautiful Bill Act" was enacted into law, introducing a broad range of changes to the U.S. corporate income tax framework. The legislation includes business provisions that impact our tax position, including tax cut extensions and modifications to the international tax framework and corporate income tax deductions. Certain provisions of this legislation were effective for the 2025 fiscal year, whereas other provisions became effective starting in 2026. For the three months ended July 4, 2026, the impact of the enacted legislation on our tax position was not material. We plan to continue to assess the ongoing impact of this legislation as further guidance is made available.

Results of Operations—Six months ended July 4, 2026 compared to Six months ended June 28, 2025

Six Months Ended

(In millions)

Products and Systems Integration

Software and Services

Total

Products and Systems Integration

Software and Services

Total

Net sales by region:

North America

$

$

$

$

$

$

International

$

$

$

$

$

$

Net sales by major products and services:

Mission Critical Networks (MCN)

$

$

$

$

$

$

Video

Command Center

—

—

$

$

$

$

$

$

Operating earnings

$

$

$

$

$

$

Operating margins

%

%

%

%

%

%

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. Net sales from the Software and Services segment represented 41% of our net sales in the first half of 2026 and 40% in the first half of 2025.

Net sales increased $555 million, or 10%, in the first half of 2026 compared to the first half of 2025. The $286 million, or 14%, increase in net sales within the Software and Services segment was driven by an increase of 13% in the North America region and an increase of 15% in the International region. The $269 million, or 8%, increase in net sales within the Products and Systems Integration segment was driven by an increase of 35% in the International region, while the North America region remained flat. 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.

Regional results include:

•a 26% increase in the International region, inclusive of revenue from acquisitions, driven by an increase in MCN, Video and Command Center; and

•a 5% increase in the North America region, inclusive of revenue from acquisitions, driven by an increase in Video, Command Center and MCN.

Products and Systems Integration

The 8% increase in the Products and Systems Integration segment was driven by the following:

•$185 million, or 7% growth in MCN, inclusive of revenue from acquisitions, driven by the International region partially offset by the North America region;

•$84 million, or 16% growth in Video, driven by the North America and International regions; and

•inclusive of $49 million from favorable currency rates.

Software and Services

The 14% increase in the Software and Services segment was driven by the following:

•$158 million, or 13% growth in MCN, inclusive of revenue from acquisitions, driven by the North America and International regions;

•$83 million, or 20% growth in Command Center, inclusive of revenue from acquisitions, driven by the North America and International regions;

•$45 million, or 10% growth in Video, inclusive of revenue from acquisitions, driven by the North America and International regions; and

•inclusive of $45 million from favorable currency rates.

Gross Margin

Six Months Ended

(In millions)

% Change

Gross margin from Products and Systems Integration

$

$

8

%

Gross margin from Software and Services

%

Gross margin

$

$

%

Gross margin was 52.0% of net sales in the first half of 2026 compared to 51.3% in the first half of 2025. The primary drivers of this increase in gross margin as a percentage of net sales were:

•a 2.0% 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; and

•gross margin as a percentage of net sales in the Products and Systems Integration segment remained flat, inclusive of acquisitions, primarily driven by higher sales and IEEPA tariff refunds, offset by higher direct material costs.

Selling, General and Administrative ("SG&A") Expenses

Six Months Ended

(In millions)

% Change

SG&A expenses from Products and Systems Integration

$

$

5

%

SG&A expenses from Software and Services

8

%

SG&A expenses

$

$

6

%

SG&A expenses increased 6% in the first half of 2026 compared to the first half of 2025 primarily driven by:

•a $34 million, or 5%, increase in Products and Systems Integration SG&A expenses primarily due to higher expenses associated with acquired businesses and higher employee incentive costs, including share-based compensation, partially offset by lower expenses related to legal matters, including Hytera-related expenses; and

•a $15 million, or 8%, increase in Software and Services SG&A expenses primarily due to higher employee incentive costs, including share-based compensation, and higher expenses associated with acquired businesses, partially offset by lower expenses related to legal matters.

SG&A expenses were 16.0% of net sales in the first half of 2026 compared to 16.7% of net sales in the first half of 2025.

Research and Development ("R&D") Expenditures

Six Months Ended

(In millions)

% Change

R&D expenditures from Products and Systems Integration

$

$

7

%

R&D expenditures from Software and Services

%

R&D expenditures

$

$

%

R&D expenditures increased 10% in the first half of 2026 compared to the first half of 2025 primarily driven by:

•a $28 million, or 16%, increase in Software and Services R&D expenditures primarily due to investments in Command Center and higher expenses associated with acquired businesses; and

•a $20 million, or 7%, increase in Products and Systems Integration R&D expenditures primarily due to higher expenses associated with acquired businesses and higher employee incentive costs, including share-based compensation.

R&D expenditures were 8.8% of net sales in the first half of both 2026 and 2025.

Other Charges

Six Months Ended

(In millions)

Other charges from Products and Systems Integration

$

$

Other charges from Software and Services

Other charges

$

$

Other charges increased by $170 million in the first half of 2026 compared to the first half of 2025. The increase was driven primarily by:

•$185 million of intangible amortization expense in the first half of 2026 compared to $76 million of intangible amortization expense in the first half of 2025; and

•a $91 million contingent earnout charge related to the Silvus acquisition in the first half of 2026 that did not occur in the first half of 2025; partially offset by

•a $60 million gain on Hytera litigation for amounts recovered through legal proceedings due to the theft of our trade secrets recognized in the first half of 2026 compared to $20 million of gains on Hytera litigation in the first half of 2025.

Operating Earnings

Six Months Ended

(In millions)

Operating earnings from Products and Systems Integration

$

$

Operating earnings from Software and Services

Operating earnings

$

$

Operating earnings increased $60 million, or 5%, in the first half of 2026 compared to the first half of 2025. The increase in Operating earnings was due to:

•a $109 million increase in the Software and Services segment, primarily driven by higher sales, including favorable mix, and improved operating leverage, partially offset by higher employee incentive costs, including share-based compensation, and higher expenses associated with acquired businesses; partially offset by

•a $49 million decrease in the Products and Systems Integration segment, primarily driven by an increase in intangible amortization expense, a contingent earnout charge related to the Silvus acquisition, higher expenses associated with acquired businesses, and higher direct material costs, partially offset by higher sales, IEEPA tariff refunds, improved operating leverage, a gain on the Hytera litigation, and lower expenses related to legal matters, including Hytera-related expenses.

Interest Expense, net

Six Months Ended

(In millions)

Interest expense, net

$

$

The $102 million increase in Interest expense, net in the first half of 2026 compared to the first half of 2025 was primarily driven by higher outstanding debt.

Other, net

Six Months Ended

(In millions)

Other, net

$

$

The $3 million decrease in Other, net in the first half of 2026 compared to the first half of 2025 was primarily driven by:

•a $44 million loss on derivatives in the first half of 2026 compared to a $48 million gain on derivatives in the first half of 2025; and

•$52 million of net periodic pension and postretirement benefit in the first half of 2026 compared to $61 million of net periodic pension and postretirement benefit in the first half of 2025; partially offset by

•a $35 million gain on foreign currency in the first half of 2026 compared to a $62 million loss on foreign currency in the first half of 2025.

Effective Tax Rate

Six Months Ended

(In millions)

Income tax expense

$

$

The effective tax rate for the six months ended July 4, 2026 of 22% was lower than the effective tax rate for the six months ended June 28, 2025 of 23%, primarily due to higher excess tax benefits of share-based compensation and an increased deduction for foreign-derived deduction-eligible income.

On July 4, 2025, the "One Big Beautiful Bill Act" was enacted into law, introducing a broad range of changes to the U.S. corporate income tax framework. The legislation includes business provisions that impact our tax position, including tax cut extensions and modifications to the international tax framework and corporate income tax deductions. Certain provisions of this legislation were effective for the 2025 fiscal year, whereas other provisions became effective starting in 2026. For the six months ended July 4, 2026, the impact of the enacted legislation on our tax position was not material. We plan to continue to assess the ongoing impact of this legislation as further guidance is made available.

Reorganization of Business

During the second quarter of 2026, we recorded net reorganization of business charges of $15 million, including $10 million of charges recorded within Other charges and $5 million of charges in Cost of sales in our Condensed Consolidated Statements of Operations related to employee separation costs. T5Included in the $15 million were charges of $18 million related to employee separation costs, partially offset by $3 million of reversals for employee separation accruals no longer needed.

During the first half of 2026, we recorded net reorganization of business charges of $30 million, including $20 million of charges recorded within Other charges and $10 million of charges in Costs of sales in our Condensed Consolidated Statements of Operations. Included in the $30 million were charges of $33 million related to employee separation costs, partially offset by $3 million of reversals for employee separation accruals no longer needed.

During the second quarter of 2025, we recorded net reorganization of business charges of $14 million, including $8 million of charges recorded within Other charges and $6 million of charges in Cost of sales in our Condensed Consolidated Statements of Operations. Included in the $14 million were charges of $13 million related to employee separation costs and $1 million related to exit costs.

During the first half of 2025, we recorded net reorganization of business charges of $31 million, including $20 million of charges recorded within Other charges and $11 million of charges in Costs of sales in our Condensed Consolidated Statements of Operations. Included in the $31 million were charges of $33 million related to employee separation costs and $1 million related to exit costs, partially offset by $3 million of reversals for employee separation accruals no longer needed.

The following table displays the net charges incurred by segment:

Three Months Ended

Six Months Ended

Products and Systems Integration

$

$

$

$

Software and Services

5

4

9

9

$

$

$

$

Cash payments for employee severance in connection with the reorganization of business plans were $24 million in the first half of 2026 and $33 million in the first half of 2025. The reorganization of business accrual at July 4, 2026 was $30 million related to employee separation costs that are expected to be paid primarily within one year.

Liquidity and Capital Resources

Six Months Ended

Cash flows provided by (used for):

Operating activities

$

$

Investing activities

Financing activities

Effect of exchange rates on cash and cash equivalents

Decrease in cash and cash equivalents

$

$

Cash and Cash Equivalents

At July 4, 2026, $430 million of the $710 million cash and cash equivalents balance was held in the U.S. and $280 million was held in other countries.

Operating Activities

The increase in cash flows provided by operating activities from the first half of 2025 to the first half of 2026 was driven primarily by higher earnings, net of non-cash charges, partially offset by increased investments in inventory and higher interest payments in the first half of 2026 compared to the first half of 2025.

Investing Activities

The decrease in cash flows used for investing activities in the first half of 2026 compared to the first half of 2025 was primarily due to a $240 million decrease in cash used for acquisitions and investments.

Financing Activities

The increase in cash flows used for financing activities in the first half of 2026 compared to the cash flows provided by financing activities in the first half of 2025 was primarily driven by (see also further discussion in the "Debt," "Share Repurchase Program" and "Dividends" sections below in this Part I, Item 2 of this Form 10-Q):

•$2 billion in net proceeds from the issuance of debt in the first half of 2025 that did not recur in the first half of 2026; partially offset by

•$65 million increase in net proceeds from short-term borrowings, including commercial paper, in the first half of 2026 which did not occur in the first half of 2025.

•$94 million decrease in share repurchases in the first half of 2026 compared to the first half of 2025; and

•$52 million decrease in repayments of short-term debt in the first half of 2026 compared to the first half of 2025.

Sales of Receivables

The following table summarizes the proceeds received from sales of long-term customer financing receivables for the three and six months ended July 4, 2026 and June 28, 2025:

Three Months Ended

Six Months Ended

Accounts receivable sales proceeds

$

$

—

$

$

—

Long-term receivables sales proceeds

Total proceeds from receivable sales

$

$

$

$

Debt

We had outstanding debt of $9.0 billion at July 4, 2026, of which $615 million was current. We had outstanding debt of $9.2 billion at December 31, 2025, of which $749 million was current.

On June 16, 2025, we issued $600 million of 4.85% senior notes due 2030, $500 million of 5.2% senior notes due 2032, and $900 million of 5.55% senior notes due 2035. We recognized net proceeds of approximately $2.0 billion after debt issuance costs and discounts. The proceeds from these notes were used to fund a portion of the acquisition of Silvus.

On August 6, 2025, we borrowed $1.5 billion of senior delayed draw term loan facilities comprised of a $750 million 364-day facility and a $750 million three-year facility ("term loan due 2028") to fund a portion of the acquisition of Silvus. On January 30, 2026, we repaid $200 million of the $750 million 364-day facility, reducing the outstanding principal balance to $550 million. We must comply with certain customary covenants including a maximum leverage ratio, as defined in the 364-Day Term Loan Credit Agreement and Three-Year Term Loan Credit Agreement, each entered into on July 21, 2025. We were in compliance with our financial covenants as of July 4, 2026.

During the three months ended July 4, 2026, the weighted average interest rate of the 364-day facility and the term loan due 2028 was 4.73% and 4.85%, respectively. On June 26, 2026, we exercised our option under the 364-Day Term Loan Credit Agreement to extend the maturity of $250 million of the outstanding principal amount by one year.

We have an unsecured commercial paper program, backed by the 2025 Motorola Solutions Credit Agreement (as defined below), under which we may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $2.2 billion outstanding at any one time. Proceeds from the issuances of the notes are expected to be used for general corporate purposes. The notes are issued at a zero-coupon rate and are issued at a discount which reflects the interest component. At maturity, the notes are paid back in full including the interest component. The notes are not redeemable prior to maturity. As of July 4, 2026, we had $65 million outstanding debt under the commercial paper program, which had a weighted-average interest rate of 4.03% during the three months ended July 4, 2026.

We have a $2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in April 2030 which can be used for general corporate purposes and letters of credit (the "2025 Motorola Solutions Credit Agreement"). Borrowings under the facility bear interest at the prime rate plus the applicable margin, or at a spread above the Secured Overnight Financing Rate (SOFR), at our option. An annual facility fee is payable on the undrawn amount of the credit line. The interest rate and facility fee are subject to adjustment if our credit rating changes. We must comply with certain customary covenants including a maximum leverage ratio, as defined in the 2025 Motorola Solutions Credit Agreement. We were in compliance with our financial covenants as of July 4, 2026.

We have investment grade ratings on our senior unsecured long-term debt. We continue to believe that we will be able to maintain sufficient access to the capital markets in the next twelve months and the foreseeable future.

Share Repurchase Program

During the three and six months ended July 4, 2026, we repurchased approximately 0.8 million and 1.1 million shares at an average price of $413.53 and $420.50 per share for an aggregate amount of $326 million and $444 million, respectively, excluding transaction costs and excise tax. As of July 4, 2026, we had used approximately $17.4 billion of the share repurchase authority to repurchase shares, leaving $0.6 billion of authority available for future repurchases.

Dividends

During the three and six months ended July 4, 2026, we paid $201 million and $402 million, respectively, in cash dividends to holders of our common stock. Subsequent to the end of the quarter, we paid an additional $200 million in cash dividends to holders of our common stock.

Adequate Internal Funding Resources

We believe that we have adequate internal resources available to generate adequate amounts of cash to meet our expected working capital, capital expenditure and cash requirements for the next twelve months and the foreseeable future, as supported by the level of cash and cash equivalents in the U.S., the ability to repatriate funds from foreign jurisdictions, cash provided by operations, as well as liquidity provided by our commercial paper program backed by the 2025 Motorola Solutions Credit Agreement.

We do not anticipate a material decrease to net future cash flows generated from operations. We expect to use our available cash, investments, and debt facilities to support and invest in our business. This includes investing in our existing products and technologies, seeking new acquisition opportunities related to our strategic growth initiatives and returning cash to shareholders through common stock cash dividend payments (subject to the discretion of our Board of Directors) and share repurchases.

Long-Term Customer Financing Commitments

We had outstanding commitments to provide long-term financing to third parties totaling $293 million at July 4, 2026, compared to $179 million at December 31, 2025.

Recent Accounting Pronouncements

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