10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended April 2, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission file number: 1-7221

MOTOROLA SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE (State of Incorporation)	36-1115800 (I.R.S. Employer Identification No.)
1303 E. Algonquin Road, Schaumburg, Illinois (Address of principal executive offices)	60196 (Zip Code)

Registrant’s telephone number, including area code:

(847) 576-5000

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨

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

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

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

The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on April 2, 2011:

Class	Number of Shares
Common Stock; $.01 Par Value	339,529,896

	Page
PART I FINANCIAL INFORMATION		1
Item 1 Financial Statements
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended April 2, 2011 and April 3, 2010		1
Condensed Consolidated Balance Sheets (Unaudited) as of April 2, 2011 and December 31, 2010		2
Condensed Consolidated Statement of Stockholders’ Equity (Unaudited) for the Three Months Ended April 2, 2011		3
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended April 2, 2011 and April 3, 2010		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3 Quantitative and Qualitative Disclosures About Market Risk		38
Item 4 Controls and Procedures		40
PART II OTHER INFORMATION		41
Item 1 Legal Proceedings		41
Item 1A Risk Factors		46
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		46
Item 3 Defaults Upon Senior Securities		46
Item 4 (Removed and Reserved)		46
Item 5 Other Information		46
Item 6 Exhibits		47

Part I—Financial Information

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
(In millions, except per share amounts)	April 2, 2011		April 3, 2010
Net sales from products		$1,424		$1,291
Net sales from services		460		449
Net sales		1,884		1,740
Costs of product sales		656		594
Costs of services sales		286		293
Costs of sales		942		887
Gross margin		942		853
Selling, general and administrative expenses		468		454
Research and development expenditures		249		258
Other charges		55		21
Operating earnings		170		120
Other income (expense):
Interest expense, net		(20)		(33)
Gain on sales of investments and businesses, net		18		7
Other		5		15
Total other income (expense)		3		(11)
Earnings from continuing operations before income taxes		173		109
Income tax expense (benefit)		(186)		13
Earnings from continuing operations		359		96
Earnings (loss) from discontinued operations, net of tax		132		(28)
Net earnings		491		68
Less: Loss attributable to noncontrolling interests		(6)		(1)
Net earnings attributable to Motorola Solutions, Inc.		$497		$69
Amounts attributable to Motorola Solutions, Inc. common stockholders:
Earnings from continuing operations, net of tax		$365		$97
Earnings (loss) from discontinued operations, net of tax		132		(28)
Net earnings		$497		$69
Earnings (loss) per common share:
Basic:
Continuing operations		$1.08		$0.29
Discontinued operations		0.39		(0.08)
		$1.47		$0.21
Diluted:
Continuing operations		$1.06		$0.29
Discontinued operations		0.38		(0.08)
		$1.44		$0.21
Weighted average common shares outstanding:
Basic		337.4		330.8
Diluted		344.2		334.5

See accompanying notes to condensed consolidated financial statements (unaudited).

1

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In millions, except par value amounts)	April 2, 2011		December 31, 2010
ASSETS
Cash and cash equivalents		$2,764		$4,208
Sigma Fund and short-term investments		3,455		4,655
Accounts receivable, net		1,406		1,547
Inventories, net		521		521
Deferred income taxes		911		871
Other current assets		751		748
Current assets held for disposition		1,053		4,604
Total current assets		10,861		17,154
Property, plant and equipment, net		915		922
Sigma Fund		29		70
Investments		166		172
Deferred income taxes		1,984		1,920
Goodwill		1,429		1,429
Other assets		720		734
Non-current assets held for disposition		456		3,176
Total assets		$16,560		$25,577
LIABILITIES AND STOCKHOLDERS’ EQUITY
Notes payable and current portion of long-term debt		$605		$605
Accounts payable		560		731
Accrued liabilities		2,793		2,574
Current liabilities held for disposition		946		4,800
Total current liabilities		4,904		8,710
Long-term debt		2,093		2,098
Other liabilities		3,011		3,045
Non-current liabilities held for disposition		146		737
Stockholders’ Equity
Preferred stock, $100 par value		—		—
Common stock, $.01 par value:		3		3
Authorized shares: 600.0
Issued shares: 4/02/11—340.5; 12/31/10—337.2
Outstanding shares: 4/02/11—339.5; 12/31/10—336.3
Additional paid-in capital		7,950		8,644
Retained earnings		497		4,460
Accumulated other comprehensive loss		(2,140)		(2,222)
Total Motorola Solutions, Inc. stockholders’ equity		6,310		10,885
Non-controlling interests		96		102
Total stockholders’ equity		6,406		10,987
Total liabilities and stockholders’ equity		$16,560		$25,577

See accompanying notes to condensed consolidated financial statements (unaudited).

2

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

					Motorola Solutions, Inc. Stockholders Accumulated Other Comprehensive Income (Loss)
(In millions)	Shares		Common Stock and Additional Paid-in Capital		Fair Value Adjustment to Available for Sale Securities, Net of  Tax		Foreign Currency Translation Adjustments, Net of Tax		Retirement Benefits Adjustments, Net of Tax		Other Items, Net of Tax		Retained Earnings		Non-controlling Interests		Comprehensive Earnings
Balances at December 31, 2010		337.2		$8,647		$12		$(126)		$(2,108)		$—		$4,460		$102
Net earnings (loss)														497		(6)		$491
Foreign currency translation adjustments, net of tax of $(3)								50										50
Amortization of retirement benefit adjustments, net of tax of $18										32								32
Issuance of common stock and stock options exercised		3.3		80
Excess tax benefit from stock-based compensation				7
Share-based compensation expense				48
Net gain on derivative instruments, net of tax of $2												—						—
Distribution of Motorola Mobility				(827)		(9)		1		8				(4,460)
Reclassification of share-based awards from equity to liability				(2)
Balances at April 2, 2011		340.5		$7,953		$3		$(75)		$(2,068)		$—		$497		$96		$573

See accompanying notes to condensed consolidated financial statements (unaudited).

3

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Quarter Ended
(In millions)	April 2,          2011		April 3,         2010
Operating
Net earnings attributable to Motorola Solutions, Inc.		$497		$69
Loss attributable to noncontrolling interests		(6)		(1)
Net earnings		491		68
Earnings (loss) from discontinued operations		132		(28)
Earnings from continuing operations		359		96
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:
Depreciation and amortization		91		87
Non-cash other income		(8)		(32)
Share-based compensation expense		39		33
Gain on sales of investments and businesses, net		(18)		(7)
Deferred income taxes		(114)		18
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable		175		195
Inventories		(10)		(15)
Other current assets		(13)		(70)
Accounts payable and accrued liabilities		(221)		(197)
Other assets and liabilities		(49)		(49)
Net cash provided by operating activities from continuing operations		231		59
Investing
Acquisitions and investments, net		—		(3)
Proceeds from sales of investments and businesses, net		52		18
Capital expenditures		(27)		(37)
Proceeds from sales of property, plant and equipment		1		27
Proceeds from sales (purchases) of Sigma Fund investments, net		1,241		(116)
Purchases of short-term investments, net		—		(4)
Net cash provided by (used for) investing activities from continuing operations		1,267		(115)
Financing
Repayment of short-term borrowings, net		—		(4)
Repayment of debt		—		(1)
Contribution to Motorola Mobility		(3,200)		—
Issuance of common stock		70		63
Distribution from discontinued operations		211		398
Net cash provided by (used for) financing activities from continuing operations		(2,919)		456
Discontinued Operations
Net cash provided by operating activities from discontinued operations		191		424
Net cash used for investing activities from discontinued operations		(6)		(49)
Net cash used for financing activities from discontinued operations		(211)		(398)
Effect of exchange rate changes on cash and cash equivalents from discontinued operations		26		23
Net cash provided by (used for) discontinued operations		—		—
Effect of exchange rate changes on cash and cash equivalents from continuing operations		(23)		(81)
Net increase (decrease) in cash and cash equivalents		(1,444)		319
Cash and cash equivalents, beginning of period		4,208		2,869
Cash and cash equivalents, end of period		$2,764		$3,188
Cash Flow Information
Cash paid during the period for:
Interest, net		$16		$20
Income taxes, net of refunds		16		44

See accompanying notes to condensed consolidated financial statements (unaudited).

4

Motorola Solutions, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Dollars in millions, except as noted)

(Unaudited)

1. Basis of Presentation

The condensed consolidated financial statements as of April 2, 2011 and for the three months ended April 2, 2011 and April 3, 2010, include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the consolidated financial position, results of operations and cash flows of Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2010. The results of operations for the three months ended April 2, 2011 are not necessarily indicative of the operating results to be expected for the full year. Certain amounts in prior period financial statements and related notes have been reclassified to conform to the 2011 presentation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Changes in Presentation

Networks Transaction

On July 19, 2010, the Company announced an agreement to sell certain assets and liabilities of its Networks business to Nokia Siemens Networks B.V. (“NSN”) (the “Transaction”). On April 13, 2011, the Company announced that it and NSN amended this agreement to, among other things, reduce the cash portion of the purchase price from $1.2 billion to $975 million. On April 29, 2011, the Company completed the Transaction, as amended. Based on the terms and conditions of the amended sale agreement, certain assets including $150 million of accounts receivable and the Company’s iDEN infrastructure business were excluded from the Transaction. The results of operations of the portions of the Networks business included in the Transaction are reported as discontinued operations for all periods presented. Certain Corporate and general costs which have historically been allocated to the Networks business will remain with the Company after the sale of the Networks business.

Motorola Mobility Distribution

On January 4, 2011, the distribution by the Company of all the common stock of Motorola Mobility Holdings, Inc. (“Motorola Mobility”) was completed (the “Distribution”). The stockholders of record as of the close of business on December 21, 2010 received one (1) share of Motorola Mobility common stock for each eight (8) shares of the Company’s common stock held as of the record date. Immediately following the Distribution, the Company changed its name to Motorola Solutions, Inc. The Distribution was structured to be tax-free to Motorola Solutions and its stockholders for U.S. tax purposes (other than with respect to any cash received in lieu of fractional shares). The historical financial results of Motorola Mobility are reflected in the Company’s condensed consolidated financial statements as discontinued operations for all periods presented.

5

Reverse Stock Split and Name Change

On November 30, 2010, Motorola Solutions announced the timing and details regarding the Distribution and the approval of a reverse stock split at a ratio of 1-for-7. On January 4, 2011, immediately following the Distribution of Motorola Mobility common stock, the Company completed a 1-for-7 reverse stock split (“the Reverse Stock Split”) and changed its name to Motorola Solutions, Inc. All consolidated per share information presented gives effect to the Reverse Stock Split.

Change in Segmentation

Following the Distribution, Motorola Solutions reports financial results for the following two segments:

• Government: Our government segment includes sales from two-way radios and public safety systems. Service revenues included in the government segment are primarily those associated with the design, installation, maintenance and optimization of equipment for public safety networks.

• Enterprise: Our enterprise segment includes sales of enterprise mobile computing devices, scanning devices, wireless broadband systems, RFID data capture solutions and iDEN infrastructure. Service revenues included in the enterprise segment are primarily maintenance contracts associated with the above products.

2. Discontinued Operations

During the three months ended April 2, 2011, the activity from discontinued operations substantially relates to the operations of the Networks business. During the three months ended April 3, 2010, the activity from discontinued operations relates to the operations of Motorola Mobility and the Networks business. The following table displays summarized activity in the Company’s condensed consolidated statements of operations for discontinued operations during the three months ended April 2, 2011 and April 3, 2010.

Three Months Ended	April 2, 2011		April 3, 2010
Net sales		$848		$3,330
Operating earnings (loss)		204		(44)
Earnings (loss) before income taxes		199		(46)
Income tax expense (benefit)		67		(20)
Earnings (loss) from discontinued operations, net of tax		132		(28)

The assets and liabilities of the Networks business, as well as the assets and liabilities of the previously disposed businesses recorded by the Company prior to the closing of the underlying transactions, are reported as assets and liabilities held for disposition in the applicable periods presented.

At April 2, 2011, the assets and liabilities held for disposition substantially relate to the assets and liabilities of the Networks business. At December 31, 2010, the assets and liabilities held for disposition relate to the assets and liabilities of Motorola Mobility and the Networks business. The following table displays a summary of the assets and liabilities held for disposition as of April 2, 2011 and December 31, 2010.

6

	April 2, 2011		December 31, 2010
Assets
Accounts receivable, net		$571		$2,072
Inventories, net		138		1,040
Other current assets		344		1,492
Property, plant and equipment, net		206		1,013
Investments		8		145
Goodwill		108		1,504
Other assets		134		514
		$1,509		$7,780
Liabilities
Accounts payable		$247		$2,060
Accrued liabilities		699		2,740
Other liabilities		146		737
		$1,092		$5,537

3. Other Financial Data

Statement of Operations Information

Other Charges

Other charges included in Operating earnings consist of the following:

Three Months Ended	April 2, 2011		April 3, 2010
Other charges (income):
Amortization of intangible assets		$50		$51
Reorganization of business charges		5		—
Environmental reserve charge		—		(1)
Legal settlement		—		(29)
		$55		$21

7

Other Income (Expense)

Interest expense, net, and Other, both included in Other income (expense), consist of the following:

Three Months Ended	April 2,          2011		April 3,         2010
Interest income (expense), net:
Interest expense		$(34)		$(60)
Interest income		14		27
		$(20)		$(33)
Other:
Foreign currency gain		$5		$7
Investment impairments		(3)		(9)
Gain on Sigma Fund investments		—		16
Other		3		1
		$5		$15

Earnings Per Common Share

The computation of basic and diluted earnings per common share attributable to Motorola Solutions, Inc. common stockholders is as follows:

	Amounts attributable to Motorola Solutions, Inc. common stockholders
	Earnings from Continuing  Operations				Net Earnings
Three Months Ended	April 2, 2011		April 3, 2010		April 2, 2011		April 3, 2010
Basic earnings per common share:
Earnings		$365		$97		$497		$69
Weighted average common shares outstanding		337.4		330.8		337.4		330.8
Per share amount		$1.08		$0.29		$1.47		$0.21
Diluted earnings per common share:
Earnings		$365		$97		$497		$69
Weighted average common shares outstanding		337.4		330.8		337.4		330.8
Add effect of dilutive securities:
Share-based awards and other		6.8		3.7		6.8		3.7
Diluted weighted average common shares outstanding		344.2		334.5		344.2		334.5
Per share amount		$1.06		$0.29		$1.44		$0.21

In the computation of diluted earnings per common share from both continuing operations and on a net earnings basis for the three months ended April 2, 2011, the assumed exercise of 9.5 million stock options were excluded because their inclusion would have been antidilutive. In the computation of diluted earnings per common share from both continuing operations and on a net earnings basis for the three months ended April 3, 2010, the assumed exercise of 18.7 million stock options and the assumed vesting of 0.2 million restricted stock units were excluded because their inclusion would have been antidilutive.

Upon the completed divestiture of the Networks business on April 29, 2011, approximately 1.4 million unvested RSUs and 0.2 million unvested stock options were cancelled.

8

Balance Sheet Information

Cash and Cash Equivalents

The Company’s cash and cash equivalents (which are highly-liquid investments with an original maturity of three months or less) were $2.8 billion and $4.2 billion at April 2, 2011 and December 31, 2010, respectively. Of these amounts, $65 million and $226 million, respectively, were restricted. The decrease in the Company’s cash and cash equivalents from December 31, 2010 to April 2, 2011 is reflective of the Company’s contribution of $3.2 billion of cash and cash equivalents to Motorola Mobility, which included $160 million of restricted cash.

Sigma Fund

The Sigma Fund consists of the following:

	April 2, 2011				December 31, 2010
Fair Value	Current		Non-current		Current		Non-Current
Cash		$616		$—		$2,355		$—
Securities:
U.S. government and agency obligations		2,829		—		2,291		—
Corporate bonds		—		21		—		58
Asset-backed securities		1		—		—		1
Mortgage-backed securities		—		8		—		11
		$3,446		$29		$4,646		$70

During the three months ended April 2, 2011, the Company recorded de minimus losses on Sigma Fund investments, compared to gains of $16 million during the three months ended April 3, 2010, in Other income (expense) in the condensed consolidated statement of operations.

Investments

Investments consist of the following:

	Recorded Value				Less
April 2, 2011	Short-term   Investments		Investments		Unrealized   Gains		Unrealized   Losses		Cost   Basis
Certificates of deposit		$6		$—		$—		$—		$6
Available-for-sale securities:
U.S. government, agency and government-sponsored enterprise obligations		—		15		—		—		15
Corporate bonds		3		12		—		—		15
Mortgage-backed securities		—		3		—		—		3
Common stock and equivalents		—		12		4		—		8
		9		42		4		—		47
Other securities, at cost		—		106		—		—		106
Equity method investments		—		18		—		—		18
		$9		$166		$4		$—		$171

9

	Recorded Value				Less
December 31, 2010	Short-term Investments		Investments		Unrealized Gains		Unrealized Losses		Cost Basis
Certificates of deposit		$7		$—		$—		$—		$7
Available-for-sale securities:
U.S. government, agency and government-sponsored enterprise obligations		—		17		—		—		17
Corporate bonds		2		11		—		—		13
Mortgage-backed securities		—		3		—		—		3
Common stock and equivalents		—		12		4		—		8
		9		43		4		—		48
Other securities, at cost		—		113		—		—		113
Equity method investments		—		16		—		—		16
		$9		$172		$4		$—		$177

During the three months ended April 2, 2011 and April 3, 2010, the Company recorded investment impairment charges of $3 million and $9 million, respectively, representing other-than-temporary declines in the value of the Company’s investment portfolio, primarily related to common stock and equivalents and other securities recorded at cost. Investment impairment charges are included in Other within Other income (expense) in the Company’s condensed consolidated statements of operations.

Accounts Receivable, Net

Accounts receivable, net, consists of the following:

	April 2, 2011		December 31, 2010
Accounts receivable		$1,452		$1,596
Less allowance for doubtful accounts		(46)		(49)
		$1,406		$1,547

Inventories, Net

Inventories, net, consist of the following:

	April 2, 2011		December 31, 2010
Finished goods		$390		$386
Work-in-process and production materials		289		292
		679		678
Less inventory reserves		(158)		(157)
		$521		$521

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Other Current Assets

Other current assets consist of the following:

	April 2, 2011		December 31, 2010
Costs and earnings in excess of billings		$294		$291
Contract-related deferred costs		172		160
Tax-related refunds receivable		113		116
Other		172		181
		$751		$748

Property, Plant and Equipment, Net

Property, plant and equipment, net, consists of the following:

	April 2, 2011		December 31, 2010
Land		$76		$71
Building		814		804
Machinery and equipment		2,079		2,094
		2,969		2,969
Less accumulated depreciation		(2,054)		(2,047)
		$915		$922

Depreciation expense for the three months ended April 2, 2011 and April 3, 2010 was $40 million and $36 million, respectively.

Other Assets

Other assets consist of the following:

	April 2, 2011		December 31, 2010
Long-term receivables, net of allowances of $1 in both periods		$287		$251
Intangible assets, net of accumulated amortization of $997 and $947		196		246
Other		237		237
		$720		$734

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Accrued Liabilities

Accrued liabilities consist of the following:

	April 2, 2011		December 31, 2010
Deferred revenue		$741		$746
Compensation		524		558
Distribution-related obligation		300		—
Billings in excess of costs and earnings		243		226
Tax liabilities		120		179
Customer reserves		103		117
Other		762		748
		$2,793		$2,574

As part of the Distribution of Motorola Mobility, the Company has an obligation to fund an additional $300 million, upon receipt of cash distributions as a result of future capital reductions of an overseas subsidiary.

Other Liabilities

Other liabilities consist of the following:

	April 2, 2011		December 31, 2010
Defined benefit plans, including split dollar life insurance policies		$2,061		$2,113
Postretirement health care benefit plan		283		277
Deferred revenue		273		274
Unrecognized tax benefits		72		70
Other		322		311
		$3,011		$3,045

Stockholders’ Equity

As a result of the Distribution on January 4, 2011, certain equity balances were transferred by the Company to Motorola Mobility including: (i) $1 million in Foreign currency translation adjustments, net of tax of a de minimus amount, (ii) $9 million in Fair value adjustments to available for sale securities, net of tax of $5 million, and (iii) $8 million in Retirement benefit adjustments, net of tax of $4 million. The distribution of net assets and these equity balances were effected by way of a pro rata dividend to Motorola Solutions stockholders, which reduced retained earnings and additional paid in capital by $5.3 billion.

4. Credit Facilities

During the three months ended April 2, 2011, the Company terminated its $1.5 billion domestic syndicated revolving credit facility scheduled to mature December 2011 and entered into a new $1.5 billion unsecured syndicated revolving credit facility (the “2011 Motorola Solutions Credit Agreement”) scheduled to mature on June 30, 2014. The 2011 Motorola Solutions Credit Agreement includes a provision pursuant to which the Company can increase the aggregate credit facility size up to a maximum of $2.0 billion by adding lenders or having existing lenders increase their commitments. The Company must comply with certain customary covenants, including maximum leverage and minimum interest coverage ratios as defined in the 2011 Motorola Solutions Credit Agreement. The Company was in compliance with its financial covenants as of April 2, 2011. The Company has no outstanding borrowings under the 2011 Motorola Solutions Credit Agreement.

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5. Risk Management

Derivative Financial Instruments

Foreign Currency Risk

At April 2, 2011, the Company had outstanding foreign exchange contracts with notional amounts totaling $1.0 billion, compared to $1.5 billion outstanding at December 31, 2010. The decrease in outstanding contracts is primarily related to the Distribution of Motorola Mobility. Management believes that these financial instruments should not subject the Company to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset losses and gains on the underlying assets, liabilities and transactions, except for the ineffective portion of the instruments, which are charged to Other within Other income (expense) in the Company’s condensed consolidated statements of operations.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of April 2, 2011 and the corresponding positions as of December 31, 2010:

	Notional Amount
Net Buy (Sell) by Currency	April 2, 2011			December 31, 2010
Chinese Renminbi		$(600	)		$(409	)
Euro		(137	)		(249	)
Israeli Shekel		40			(5	)
Malaysian Ringgit		47			64
British Pound		128			185

Interest Rate Risk

At April 2, 2011, the Company has $2.7 billion of long-term debt, including the current portion of long-term debt, which is primarily priced at long-term, fixed interest rates.

As part of its liability management program, one of the Company’s European subsidiaries has an outstanding interest rate agreement (“Interest Agreement”) relating to a Euro-denominated loan. The interest on the Euro-denominated loan is variable. The Interest Agreement changes the characteristics of interest payments from variable to fixed-rate payments. The Interest Agreement is not accounted for as a part of a hedging relationship and, accordingly, the changes in the fair value of the Interest Agreement is included in Other income (expense) in the Company’s condensed consolidated statements of operations. At April 2, 2011, the fair value of the Interest Agreement put the Company in a liability position of $2 million, compared to a liability position of $3 million at December 31, 2010.

Counterparty Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk in the event of nonperformance by counterparties. However, the Company’s risk is limited to the fair value of the instruments when the derivative is in an asset position. The Company actively monitors its exposure to credit risk. At present time, all of the counterparties have investment grade credit ratings. The Company is not exposed to material credit risk with any single counterparty. As of April 2, 2011, the Company was exposed to an aggregate credit risk of approximately $4 million with all counterparties.

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The following tables summarize the fair values and location in the condensed consolidated balance sheets of all derivative financial instruments held by the Company, including amounts included in held for disposition, at April 2, 2011 and December 31, 2010:

	Fair Values of Derivative Instruments
	Assets				Liabilities
April 2, 2011	Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location
Derivatives designated as hedging instruments:
Foreign exchange contracts		$3		Other assets		$—		Other liabilities
Derivatives not designated as hedging instruments:
Foreign exchange contracts		2		Other assets		2		Other liabilities
Interest agreement contracts		—		Other assets		2		Other liabilities
Total derivatives not designated as hedging instruments		2				4
Total derivatives		$5				$4

	Fair Values of Derivative Instruments
	Assets				Liabilities
December 31, 2010	Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location
Derivatives designated as hedging instruments:
Foreign exchange contracts		$1		Other assets		$—		Other liabilities
Derivatives not designated as hedging instruments:
Foreign exchange contracts		4		Other assets		15		Other liabilities
Interest agreement contracts		—		Other assets		3		Other liabilities
Total derivatives not designated as hedging instruments		4				18
Total derivatives		$5				$18

The following table summarizes the effect of derivative instruments in our condensed consolidated statements of operations, including amounts related to discontinued operations, for the three months ended April 2, 2011 and April 3, 2010:

	Three Months Ended				Statement of Operations Location
Gain (Loss) on Derivative Instruments	April 2, 2011		April 3, 2010
Derivatives not designated as hedging instruments:
Interest rate contracts		$(2)		$(4)		Other income (expense)
Foreign exchange contracts		(7)		9		Other income (expense)
Total derivatives not designated as hedging instruments		$(9)		$5

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The following table summarizes the gains and losses recognized in the condensed consolidated financial statements, including amounts related to discontinued operations, for the three months ended April 2, 2011 and April 3, 2010:

	Three Months Ended				Financial Statement Location
Foreign Exchange Contracts	April 2, 2011		April 3, 2010
Derivatives in cash flow hedging relationships:
Gain recognized in Accumulated other comprehensive loss (effective portion)		$3		$2		Accumulated other comprehensive loss
Gain reclassified from Accumulated other comprehensive loss into Net earnings (effective portion)		1		—		Cost of sales/Sales

Fair Value of Financial Instruments

The Company’s financial instruments include cash equivalents, Sigma Fund investments, short-term investments, accounts receivable, long-term receivables, accounts payable, accrued liabilities, derivative financial instruments and other financing commitments. The Company’s Sigma Fund, available-for-sale investment portfolios and derivative financial instruments are recorded in the Company’s condensed consolidated balance sheets at fair value. All other financial instruments, with the exception of long-term debt, are carried at cost, which is not materially different than the instruments’ fair values.

Using quoted market prices and market interest rates, the Company determined that the fair value of long-term debt at April 2, 2011 was $2.8 billion, compared to a face value of $2.7 billion. Since considerable judgment is required in interpreting market information, the fair value of the long-term debt is not necessarily indicative of the amount which could be realized in a current market exchange.

6. Income Taxes

At April 2, 2011 and December 31, 2010, the Company had valuation allowances of $260 million and $502 million, respectively, including $193 million and $187 million, respectively, relating to deferred tax assets for non-U.S. subsidiaries. During the three months ended April 2, 2011, the Company reassessed its valuation allowance requirements taking into consideration the Distribution of Motorola Mobility. The Company evaluated all available evidence in its analysis, including the historical and projected pre-tax profits generated by the Motorola Solutions U.S. operations. The Company also considered tax planning strategies that are prudent and can be reasonably implemented. As a result, the Company recorded a $244 million tax benefit related to the reversal of a significant portion of the valuation allowance established on U.S. deferred tax assets. The U.S. valuation allowance as of April 2, 2011 relates primarily to state tax carryforwards and future capital losses related to certain investments. The Company believes the remaining deferred tax assets are more-likely-than-not to be realized based on estimates of future taxable income and the implementation of tax planning strategies. The valuation allowance relating to deferred tax assets of non-U.S. subsidiaries was adjusted primarily for exchange rate variances and current year activity.

The Company had unrecognized tax benefits of $202 million and $198 million, at April 2, 2011 and December 31, 2010, respectively, of which approximately $130 million and $20 million, respectively, if recognized, would affect the effective tax rate, net of resulting changes to valuation allowances.

Based on the potential outcome of the Company’s global tax examinations or the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the unrecognized tax benefits will change within the next 12 months. The associated net tax impact on the effective tax rate, exclusive of valuation allowance changes, is estimated to be in the range of a $50 million tax charge to a $125 million tax benefit, with cash payments in the range of $0 to $100 million.

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The Company has audits pending in several tax jurisdictions. Although the final resolution of the Company’s global tax disputes is uncertain, based on current information, in the opinion of the Company’s management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. However, an unfavorable resolution of the Company’s global tax disputes could have a material adverse effect on the Company’s results of operations in the periods in which the matters are ultimately resolved.

7. Retirement Benefits

Pension Benefit Plans

The net periodic pension costs for the U.S. Regular Pension Plan, Officers’ Plan, the Motorola Supplemental Pension Plan (“MSPP”) and Non-U.S. plans were as follows:

	April 2, 2011						April 3, 2010
Three Months Ended	U.S. Regular Pension		Officers’ and MSPP		Non U.S.		U.S. Regular Pension		Officers’ and MSPP		Non U.S.
Service cost		$—		$—		$6		$—		$—		$6
Interest cost		87		1		18		86		1		27
Expected return on plan assets		(98)		—		(20)		(95)		—		(28)
Amortization of:
Unrecognized net loss		47		1		3		38		1		6
Unrecognized prior service cost		—		—		(2)		—		—		(1)
Settlement/curtailment loss		—		1		—		—		1		—
Net periodic pension cost		$36		$3		$5		$29		$3		$10

During the three months ended April 2, 2011, contributions of $20 million were made to the Company’s Non-U.S. plans and contributions of $50 million were made to the Company’s U.S. Regular Pension Plan.

Postretirement Health Care Benefit Plans

Net postretirement health care expenses consist of the following:

Three Months Ended	April 2, 2011		April 3, 2010
Service cost		$1		$2
Interest cost		6		6
Expected return on plan assets		(4)		(4)
Amortization of:
Unrecognized net loss		3		3
Unrecognized prior service cost		—		(1)
Net postretirement health care expense		$6		$6

The Company made no contributions to its postretirement healthcare fund during the three months ended April 2, 2011.

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8. Share-Based Compensation Plans

Compensation expense for the Company’s employee stock options, stock appreciation rights, employee stock purchase plans, restricted stock and restricted stock units (“RSUs”) was as follows:

Three Months Ended	April 2, 2011		April 3, 2010
Share-based compensation expense included in:
Costs of sales		$3		$4
Selling, general and administrative expenses		29		19
Research and development expenditures		7		10
Share-based compensation expense included in Operating earnings (loss)		39		33
Tax benefit		11		10
Share-based compensation expense, net of tax		$28		$23
Decrease in basic earnings per share		$(0.08)		$(0.07)
Decrease in diluted earnings per share		$(0.08)		$(0.07)
Share-based compensation expense in discontinued operations		$9		$39

For the three months ended April 2, 2011, the Company granted 0.6 million shares of restricted stock and RSUs and 2.6 million stock options. The total compensation expense related to the shares of restricted stock and RSUs was $23.6 million, net of estimated forfeitures. The total compensation expense related to stock options was $29.3 million, net of estimated forfeitures. The expense will be recognized over a weighted average vesting period of 3 years.

Following the completion of the Distribution on January 4, 2011, 3.8 million unvested RSUs and 8.0 million stock options held by the employees of Motorola Mobility were cancelled.

All RSUs and stock options remaining with Motorola Solutions after the Distribution were adjusted to reflect the Distribution and the Reverse Stock Split. The number of shares covered by, and the exercise price of, all vested and unvested stock options was adjusted to reflect the change in the Company’s stock price immediately following the Distribution and Reverse Stock Split by:

• Multiplying the number of shares subject to each stock option grant by .238089 (“the Motorola Adjustment Factor”) and rounding down to the next whole share; and

• Dividing the exercise price per share for each such stock option grant by the Motorola Adjustment Factor and rounding up to the penny.

The number of RSUs immediately following the Distribution and Reverse Stock Split was calculated by multiplying the number of shares subject to each such grant by the Motorola Adjustment Factor and rounding down to the next whole share.

Upon the completed divestiture of the Networks business on April 29, 2011, approximately 1.4 million unvested RSUs and 0.2 million unvested stock options were cancelled.

9. Fair Value Measurements

The Company holds certain fixed income securities, equity securities and derivatives, which must be measured using the fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation techniques based on whether the inputs to each measurement are observable or unobservable.

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Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about current market conditions. The prescribed fair value hierarchy and related valuation methodologies are as follows:

Level 1—Quoted prices for identical instruments in active markets.

Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

Level 3—Valuations derived from valuation techniques, in which one or more significant inputs are unobservable.

The fair values of the Company’s financial assets and liabilities by level in the fair value hierarchy as of April 2, 2011 and December 31, 2010 were as follows:

April 2, 2011	Level 1		Level 2		Level 3		Total
Assets:
Sigma Fund securities:
U.S. government, agency and government-sponsored enterprise obligations		$—		$2,829		$—		$2,829
Corporate bonds		—		—		21		21
Asset-backed securities		—		1		—		1
Mortgage-backed securities		—		7		—		7
Available-for-sale securities:
U.S. government, agency and government-sponsored enterprise obligations		—		15		—		15
Corporate bonds		—		12		—		12
Mortgage-backed securities		—		3		—		3
Common stock and equivalents		3		9		—		12
Foreign exchange derivative contracts*		—		5		—		5
Liabilities:
Foreign exchange derivative contracts*		—		2		—		2
Interest agreement derivative contracts		—		2		—		2

* Includes amounts included in held for disposition.

December 31, 2010	Level 1		Level 2		Level 3		Total
Assets:
Sigma Fund securities:
U.S. government, agency and government-sponsored enterprise obligations		$—		$2,291		$—		$2,291
Corporate bonds		—		43		15		58
Asset-backed securities		—		1		—		1
Mortgage-backed securities		—		11		—		11
Available-for-sale securities:
U.S. government, agency and government-sponsored enterprise obligations		—		17		—		17
Corporate bonds		—		11		—		11
Mortgage-backed securities		—		3		—		3
Common stock and equivalents		2		10		—		12
Foreign exchange derivative contracts*		—		5		—		5
Liabilities:
Foreign exchange derivative contracts*		—		15		—		15
Interest agreement derivative contracts		—		3		—		3

* Includes amounts included in held for disposition.

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The following table summarizes the changes in fair value of our Level 3 assets:

Three Months Ended	April 2, 2011		April 3, 2010
Beginning balance		$15		$19
Transfers to Level 3		21		—
Payments received		(18)		(1)
Gains on Sigma Fund investments included in Other income (expense)		3		4
Ending balance		$21		$22

At April 2, 2011, the Company had $485 million of investments in money market mutual funds classified as Cash and cash equivalents in its condensed consolidated balance sheet. The money market funds have quoted market prices that are generally equivalent to par.

10. Long-term Customer Financing and Sales of Receivables

Long-term Customer Financing

Long-term receivables consist of trade receivables with payment terms greater than twelve months, long-term loans and lease receivables under sales-type leases. Long-term receivables consist of the following:

	April 2, 2011		December 31, 2010
Long-term receivables		$312		$265
Less allowance for losses		(1)		(1)
		311		264
Less current portion		(24)		(13)
Non-current long-term receivables, net		$287		$251

The current portion of long-term receivables is included in Accounts receivable and the non-current portion of long-term receivables is included in Other assets in the Company’s condensed consolidated balance sheets.

The Company had outstanding commitments to provide long-term financing to third parties totaling $154 million at April 2, 2011, compared to $333 million at December 31, 2010 (including $22 million and $168 million at April 2, 2011 and December 31, 2010, respectively, relating to the Networks business). Of these amounts, $1 million was supported by letters of credit or by bank commitments to purchase long-term receivables at April 2, 2011, compared to $27 million at December 31, 2010 (including no amounts at April 2, 2011 and $25 million at December 31, 2010, relating to the Networks business). The Company will retain the funded portion of the financing arrangements related to the Networks business following the sale to NSN, which totaled approximately $287 million at April 2, 2011 and is included in Long-term receivables reported in the table above.

The Company had committed to provide financial guarantees relating to customer financing facilities totaling $8 million at April 2, 2011, compared to $10 million at December 31, 2010 (including $4 million and $6 million at April 2, 2011 and December 31, 2010, respectively, relating to the sale of short-term receivables). Customer financing guarantees outstanding were $1 million at both April 2, 2011 and December 31, 2010 (including de minimus amounts at both April 2, 2011 and December 31, 2010, respectively, relating to the sale of short-term receivables).

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Sales of Receivables

As of April 2, 2011, the Company had a $200 million revolving receivable sales facility, maturing June 2011, for the sale of accounts receivable, which was fully available. At December 31, 2010, the Company had a $200 million committed revolving credit facility for the sale of accounts receivable, which was fully available. The initial cash proceeds received by the Company for the sale of these receivables is capped at the lower of $200 million or eligible receivables less reserves. The Company had no significant committed facilities for the sale of long-term receivables at April 2, 2011 or at December 31, 2010.

The following table summarizes the proceeds received from non-recourse sales of accounts receivable and long-term receivables for the three months ended April 2, 2011 and April 3, 2010:

Three Months Ended	April 2, 2011		April 3, 2010
Cumulative quarterly proceeds received from one-time sales:
Accounts receivable sales proceeds		$13		$64
Long-term receivables sales proceeds		6		3
Total proceeds from one-time sales		19		67
Cumulative quarterly proceeds received from sales under committed facilities		—		54
Total proceeds from receivables sales		$19		$121

At April 2, 2011, the Company retained servicing obligations for $305 million of sold accounts receivables and $274 million of long-term receivables, compared to $329 million of accounts receivables and $277 million of long-term receivables at December 31, 2010.

Credit Quality of Customer Financing Receivables and Allowance for Credit Losses

An aging analysis of financing receivables at April 2, 2011 and December 31, 2010 is as follows:

April 2, 2011	Total Long-term Receivable		Current Billed Due	Past Due Under 90 Days	Past Due Over 90 Days
Municipal leases secured tax exempt		$14	$—	$—	$—
Commercial loans and leases secured		82	—	—	—
Commercial loans unsecured		216	—	—	—
Total long-term receivables		$312	$—	$—	$—

December 31, 2010	Total Long-term Receivable		Current Billed Due	Past Due Under 90 Days	Past Due Over 90 Days
Municipal leases secured tax exempt		$16	$—	$—	$—
Commercial loans and leases secured		67	1	—	—
Commercial loans unsecured		182	—	—	—
Total long-term receivables		$265	$1	$—	$—

The Company uses an internally developed credit risk rating system for establishing customer credit limits. This system is aligned and comparable to the rating systems utilized by independent rating agencies.

The Company policy for valuing the allowance for credit losses is on an individual review basis. All customer financing receivables with past due balances greater than 90 days are reviewed for collectability. The value of impairment is calculated based on the net present value of anticipated future cash streams from the customer.

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11. Commitments and Contingencies

Legal

The Company is a defendant in various suits, claims and investigations that arise in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company’s results of operations in the periods in which the matters are ultimately resolved.

Other

The Company is a party to a variety of agreements pursuant to which it is obligated to indemnify the other party with respect to certain matters. Some of these obligations arise as a result of divestitures of the Company’s assets or businesses and require the Company to hold the other party harmless against losses arising from the settlement of these pending obligations. The total amount of indemnification under these types of provisions is $251 million, of which the Company accrued $8 million at April 2, 2011 for potential claims under these provisions.

In addition, the Company may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial and intellectual property agreements. Historically, the Company has not made significant payments under these agreements. However, there is an increasing risk in relation to patent indemnities given the current legal climate.

In indemnification cases, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under these agreements for indemnification based on breach of representations and warranties are generally limited in terms of duration, and for amounts not in excess of the contract value, and, in some instances, the Company may have recourse against first parties for certain payments made by the Company.

In addition, pursuant to the Master Separation and Distribution Agreement and certain other agreements with Motorola Mobility, Motorola Mobility agreed to indemnify the Company for certain liabilities, and the Company agreed to indemnify Motorola Mobility for certain liabilities, in each case for uncapped amounts.

12. Segment Information

The following table summarizes the Net sales and Operating earnings by segment:

	Net Sales				Operating Earnings
Three Months Ended	April 2,     2011		April 3,     2010		April 2,     2011		April 3,     2010
Government		$1,189		$1,132		$104		$92
Enterprise		695		608		66		28
		$1,884		$1,740
Operating earnings						170		120
Total other income (expense)						3		(11)
Earnings from continuing operations before income taxes						$173		$109

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13. Reorganization of Businesses

The Company maintains a formal Involuntary Severance Plan (the “Severance Plan”), which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring. The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management. Exit costs consist of future minimum lease payments on vacated facilities and other contractual terminations. At each reporting date, the Company evaluates its accruals for employee separation and exit costs to ensure the accruals are still appropriate. In certain circumstances, accruals are no longer needed because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. In these cases, the Company reverses accruals through the condensed consolidated statements of operations where the original charges were recorded when it is determined they are no longer needed.

2011 Charges

During the three months ended April 2, 2011, the Company recorded net reorganization of business charges of $8 million, including $3 million of charges in Costs of sales and $5 million of charges under Other charges in the Company’s condensed consolidated statements of operations. Included in the aggregate $8 million are charges of $9 million for employee separation costs, partially offset by $1 million of reversals for accruals no longer needed.

The following table displays the net charges incurred by segment:

Three Months Ended	April 2, 2011
Government		$8
Enterprise		—
		$8

The following table displays a rollforward of the reorganization of businesses accruals established for exit costs and employee separation costs from January 1, 2011 to April 2, 2011:

	Accruals at January 1, 2011		Additional Charges		Adjustments		Amount Used		Accruals at April 2, 2011
Exit costs		$17		$—		$—		$—		$17
Employee separation costs		50		9		(1)		(14)		44
		$67		$9		$(1)		$(14)		$61

Exit Costs

At January 1, 2011, the Company had an accrual of $17 million for exit costs attributable to lease terminations. During the first quarter of 2011, the activity relating to exit cost was de minimus. The remaining accrual of $17 million, which is included in Accrued liabilities in the Company’s condensed consolidated balance sheets at April 2, 2011, primarily represents future cash payments for lease termination obligations that are expected to be paid over a number of years.

Employee Separation Costs

At January 1, 2011, the Company had an accrual of $50 million for employee separation costs, representing the severance costs for: (i) severed employees who began receiving payments in 2010, and

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(ii) approximately 1,000 employees who began receiving payments in 2011. The 2011 additional charges of $9 million represent severance costs for approximately an additional 100 employees, of whom substantially all were indirect employees. The adjustments of $1 million reflects reversals of accruals no longer needed.

During the first three months of 2011, approximately 400 employees, of whom substantially all were indirect employees, were separated from the Company. The $14 million used in 2011 reflects cash payments to separated employees. The remaining accrual of $44 million, which is included in Accrued liabilities in the Company’s condensed consolidated balance sheets at April 2, 2011, is expected to be paid, generally, within one year to: (i) severed employees who have already begun to receive payments, and (ii) approximately 100 employees to be separated in 2011.

2010 Charges

During the first three months of 2010, approximately 200 employees, of whom substantially all were indirect employees, were separated from the Company, resulting in charges of $6 million. These charges were offset by adjustments of $6 million for accruals not used. During the first three months of 2010, $2 million of cash was used to reduce the liabilities. At April 3, 2010, the Company had accruals of $12 million and $17 million, for exit costs attributable to lease terminations and employee separation costs, respectively.

14. Intangible Assets and Goodwill

Intangible Assets

Amortized intangible assets were comprised of the following:

	April 2, 2011				December 31, 2010
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Completed technology		$642		$565		$642		$532
Patents		277		224		277		211
Customer-related		148		95		148		90
Licensed technology		25		18		25		18
Other intangibles		101		95		101		96
		$1,193		$997		$1,193		$947

Amortization expense on intangible assets was $50 million and $51 million for the three months ended April 2, 2011 and April 3, 2010, respectively. As of April 2, 2011, annual amortization expense is estimated to be $181 million in 2011, $39 million in 2012, $19 million in 2013, $2 million in 2014 and $2 million in 2015.

Amortized intangible assets, excluding goodwill, by segment:

	April 2, 2011				December 31, 2010
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Government		$   140		$131		$   140		$130
Enterprise		1,053		866		1,053		817
		$1,193		$997		$1,193		$947

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Goodwill

The following table displays a rollforward of the carrying amount of goodwill by segment from January 1, 2011 to April 2, 2011:

	Government		Enterprise		Total
Balances as of January 1, 2011:
Aggregate goodwill acquired		$350		$2,643		$2,993
Accumulated impairment losses		—		(1,564)		(1,564)
Goodwill, net of impairment losses		$350		$1,079		$1,429
Goodwill acquired		—		—		—
Balances as of April 2, 2011:
Aggregate goodwill acquired		$350		$2,643		$2,993
Accumulated impairment losses		—		(1,564)		(1,564)
Goodwill, net of impairment losses		$350		$1,079		$1,429

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

This commentary should be read in conjunction with the condensed consolidated financial statements of Motorola Solutions, Inc (“Motorola Solutions” or the “Company”) for the three months ended April 2, 2011 and April 3, 2010, as well as the Company’s consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Executive Overview

Recent Developments

On July 19, 2010, the Company announced an agreement to sell certain assets and liabilities of its Networks business to Nokia Siemens Networks B.V. (“NSN”) (the “Transaction”). On April 13, 2011, the Company announced that it and NSN amended this agreement to, among other things, reduce the cash portion of the purchase price from $1.2 billion to $975 million. On April 29, 2011, the Company completed the Transaction, as amended. Based on the terms and conditions of the amended sale agreement, certain assets including $150 million of accounts receivable and the Company’s iDEN infrastructure business are excluded from the Transaction. A significant amount of the cash proceeds will be received in the U.S. We expect the cash proceeds, including the $150 million of accounts receivable to be collected after-close, to be approximately $1.0 billion, net of taxes, assignment fees and other transaction-related fees and expenses. The results of operations of the portions of the Networks business included in the Transaction are reported as discontinued operations for all periods presented.

On January 4, 2011, the distribution by the Company of all the common stock of Motorola Mobility Holdings, Inc. (“Motorola Mobility”) was completed (the “Distribution”). Immediately following the Distribution, the Company changed its name from Motorola, Inc. to Motorola Solutions, Inc. The equity distribution was structured to be tax-free to Motorola Solutions and its stockholders for U.S. tax purposes (other than with respect to any cash received in lieu of fractional shares). The historical financial results of Motorola Mobility are reflected in the Company’s condensed consolidated financial statements as discontinued operations for all periods presented.

Reporting Segments

As of the first quarter of 2011, Motorola Solutions will now report financial results for the following two segments:

• Government: Our government segment includes sales from two-way radios and public safety systems. Service revenues included in the government segment are primarily those associated with the design, installation, maintenance and optimization of equipment for public safety networks. In the first quarter of 2011, the segment’s net sales were $1.2 billion, representing 63% of the Company’s consolidated net sales.

• Enterprise: Our enterprise segment includes sales of enterprise mobile computing devices, scanning devices, wireless broadband systems, RFID data capture solutions and iDEN infrastructure. Service revenues included in the enterprise segment are primarily maintenance contracts associated with the above products. In the first quarter of 2011, the segment’s net sales were $695 million, representing 37% of the Company’s consolidated net sales.

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First Quarter Summary

• Our net sales were $1.9 billion in the first quarter of 2011, up 8% compared to net sales of $1.7 billion in the first quarter of 2010.

• We had operating earnings of $170 million in the first quarter of 2011, compared to operating earnings of $120 million in the first quarter of 2010. Operating margin was 9.0% of net sales in the first quarter of 2011, compared to 6.9% of net sales in the first quarter of 2010.

• We had earnings from continuing operations, net of tax, of $365 million, or $1.06 per diluted common share, in the first quarter of 2011, compared to earnings from continuing operations, net of tax, of $97 million, or $0.29 per diluted common share, in the first quarter of 2010. The increase in earnings from continuing operations, net of tax, was primarily driven by a $244 million tax benefit for the reversal of a significant portion of the valuation allowance established on the U.S. deferred tax assets.

• We generated cash from operating activities of $231 million in the first quarter of 2011, compared to $59 million in the first quarter of 2010.

Highlights for each of our segments are as follows:

• Government: Net sales were $1.2 billion in the first quarter of 2011, an increase of 5% compared to net sales of $1.1 billion in the first quarter of 2010. On a geographic basis, net sales increased in North America, Latin America and Asia and decreased in the Europe, Middle East and Africa region (“EMEA”) compared to the year-ago quarter.

• Enterprise: Net sales were $695 million in the first quarter of 2011, an increase of 14% compared to net sales of $608 million in the first quarter of 2010. On a geographic basis, net sales increased in all regions compared to the year-ago quarter.

Looking Forward

Our Government segment remains resilient with continued growth in the first quarter. Although the government budget environment remains challenging in the U.S. in particular, there are signs of improvement as tax receipts continue to increase and approach 2008 levels. Our customers continue to prioritize funding of their public safety communication needs, and we remain focused on helping them find ways to fund system upgrades, improve interoperability and meet spectrum narrow-banding requirements. In addition, governments are increasingly examining their operations for the productivity and efficiency improvements that our solutions enable.

Enterprise demonstrated sustained momentum in the first quarter with continued sales growth driven by retailers that continue to invest in technology to drive sales growth. Our solutions have high return on investment and with increasing demands for real-time information and rapid increases in knowledge workers, we expect continued sales growth. Our iDEN sales, included in the Enterprise segment, increased in the first quarter compared to the year ago quarter, although we still expect a full year decline for this business.

Private public safety broadband networks based on the LTE standard are an important next generation tool for our first-responder customers. There is increasing support of our U.S. first-responder customers’ position to dedicate the 700Mhz D-Block to public safety, which would efficiently and effectively double the spectrum available for a public safety grade broadband data network. We have been investing in R&D for next generation public safety, and our expertise in both public and private networks makes us uniquely qualified to provide LTE solutions. The development of this market is an important part of our overall growth strategy for government and public safety.

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Our supply chain team has been working with our supplier partners in Japan to assess the impact following the earthquake and tsunami. Together, we have implemented a number of contingency plans. However, we expect some disruptions in supply in the second quarter of 2011 and possibly beyond, but we will continue to assess and attempt to mitigate the impact of such disruptions.

Finally, closing the sale of our Networks business is an important accomplishment that helps us improve our capital structure and strengthen our focus on mission critical communication solutions for public safety and enterprise.

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Results of Operations

	Three Months Ended
(Dollars in millions, except per share amounts)	April 2, 2011		% of Sales		April 3, 2010		% of Sales
Net sales from products		$1,424				$1,291
Net sales from services		460				449
Net sales		1,884				1,740
Costs of product sales		656		46.1%		594		46.0%
Costs of service sales		286		62.2%		293		65.3%
Costs of sales		942		50.0%		887		51.0%
Gross margin		942		50.0%		853		49.0%
Selling, general and administrative expenses		468		24.8%		454		26.1%
Research and development expenditures		249		13.2%		258		14.8%
Other charges		55		3.0%		21		1.2%
Operating earnings		170		9.0%		120		6.9%
Other income (expense):
Interest expense, net		(20)		(1.1)%		(33)		(1.9)%
Gains on sales of investments and businesses, net		18		1.0%		7		0.4%
Other		5		0.3%		15		0.9%
Total other income (expense)		3		0.2%		(11)		(0.6)%
Earnings from continuing operations before income taxes		173		9.2%		109		6.3%
Income tax expense (benefit)		(186)		(9.9)%		13		0.8%
		359		19.1%		96		5.5%
Less: Loss attributable to noncontrolling interests		(6)		(0.3)%		(1)		(0.1)%
Earnings from continuing operations*		365		19.4%		97		5.6%
Earnings (loss) from discontinued operations, net of tax		132		7.0%		(28)		(1.6)%
Net earnings*		$497		26.4%		$69		4.0%
Earnings (loss) per diluted common share:
Continuing operations		$1.06				$0.29
Discontinued operations		0.38				(0.08)
		$1.44				$0.21

*Amounts attributable to Motorola Solutions, Inc. common stockholders.

Results of Operations—Three months ended April 2, 2011 compared to three months ended April 3, 2010

Net Sales

Net sales were $1.9 billion in the first quarter of 2011, up 8% compared to net sales of $1.7 billion in the first quarter of 2010. The increase in net sales reflects: (i) an $87 million, or 14%, increase in net sales in the Enterprise segment, and (ii) a $57 million, or 5%, increase in net sales in the Government segment.

Gross Margin

Gross margin was $942 million, or 50.0% of net sales, in the first quarter of 2011, compared to $853 million, or 49.0% of net sales, in the first quarter of 2010. The increase in gross margin reflects higher gross margins in both segments, primarily driven by the increase in net sales and product mix. The increase in gross margin as a percentage of net sales in the first quarter of 2011 compared to the first quarter of 2010 reflects an

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increase in gross margin percentage in the Government segment and a slight increase in the Enterprise segment. The Company’s overall gross margin as a percentage of net sales is impacted by the proportion of overall net sales generated by its various businesses.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses increased 3% to $468 million, or 24.8% of net sales, in the first quarter of 2011, compared to $454 million, or 26.1% of net sales, in the first quarter of 2010. The increase in SG&A expenses reflects higher SG&A expenses in the Government segment and slightly lower SG&A expenses in the Enterprise segment. The increase in the Government segment was primarily due to increased employee benefit-related expenses and increased selling and marketing expenses related to the increase in net sales, partially offset by savings from cost-reduction initiatives. The slight decrease in the Enterprise segment was primarily due to savings from cost-reduction initiatives, partially offset by increased selling and marketing expenses related to the increase in net sales and increased employee benefit-related expenses. The increases in employee benefit-related expenses are primarily due to an increase in pension-related expenses and the reinstatement of the Company’s 401(k) matching contributions. SG&A expenses as a percentage of net sales decreased in the Enterprise segment and increased in the Government segment.

Research and Development Expenditures

Research and development (“R&D”) expenditures decreased 3% to $249 million, or 13.2% of net sales, in the first quarter of 2011, compared to $258 million, or 14.8% of net sales, in the first quarter of 2010. The decrease in R&D expenditures reflects lower R&D expenditures in both segments. The decrease in R&D expenditures in both segments were primarily due to savings from cost-reduction initiatives, partially offset by higher developmental engineering expenditures for new product development and investment in next-generation technologies and increased employee benefit-related expenses. R&D expenditures as a percentage of net sales decreased in both segments. The Company participates in very competitive industries with constant changes in technology and, accordingly, the Company continues to believe that a strong commitment to R&D is required to drive long-term growth.

Other Charges

The Company recorded net charges of $55 million in Other charges in the first quarter of 2011, compared to net charges of $21 million in the first quarter of 2010. The net charges in the first quarter of 2011 included: (i) $50 million of charges relating to the amortization of intangibles, and (ii) $5 million of net reorganization of business charges. The charges in the first quarter of 2010 included: (i) $51 million of charges relating to the amortization of intangibles, partially offset by: (i) a $29 million gain related to a legal settlement, and (ii) $1 million of net reorganization of business charges included in Other charges. The net reorganization of business charges are discussed in further detail in the “Reorganization of Businesses” section.

Net Interest Expense

Net interest expense was $20 million in the first quarter of 2011, compared to net interest expense of $33 million in the first quarter of 2010. Net interest expense in the first quarter of 2011 included interest expense of $34 million, partially offset by interest income of $14 million. Net interest expense in the first quarter of 2010 includes interest expense of $60 million, partially offset by interest income of $27 million. The decrease in net interest expense in the first quarter of 2011 is primarily attributable to a decline in interest expense due to lower average debt outstanding during the first quarter of 2011 compared to the first quarter of 2010 and the reversal of an interest accrual that was no longer needed. Additionally, interest income decreased due to lower average cash and cash equivalents, primarily due to the $3.2 billion contribution to Motorola Mobility, and Sigma Fund balances during the first quarter of 2011 compared to the first quarter of 2010.

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Gains on Sales of Investments and Businesses

Gains on sales of investments and businesses were $18 million in the first quarter of 2011, compared to gains on sales of investments and businesses of $7 million in the first quarter of 2010. In the first quarters of 2011 and 2010, the net gains were primarily comprised of gains related to sales of certain of the Company’s equity investments.

Other

Net Other income was $5 million in the first quarter of 2011, compared to net Other income of $15 million in the first quarter of 2010. The net Other income in the first quarter of 2011 was primarily comprised of $5 million of foreign currency gains. The net Other income in the first quarter of 2010 was primarily comprised of: (i) a $16 million gain from Sigma Fund investments, and (ii) $7 million of foreign currency gains, partially offset by $9 million of investment impairments.

Effective Tax Rate

The Company recorded $186 million of net tax benefits in the first quarter of 2011, resulting in a negative effective tax rate on continuing operations, compared to $13 million of net tax expense in the first quarter of 2010, resulting in an effective tax rate of 12%. The Company’s negative effective tax rate in the first quarter of 2011 was primarily related to the recording of a $244 million tax benefit for the reversal of a significant portion of the valuation allowance established on the U.S. deferred tax assets. The valuation allowances on the Company’s deferred tax assets are discussed further in Note 6, “Income Taxes,” of the Company’s condensed consolidated financial statements.

The Company’s effective tax rate in the first quarter of 2010 was lower than the U.S. statutory tax rate of 35% primarily due to a reduction in unrecognized tax benefits for facts that had indicated the extent to which certain tax positions are more-likely-than-not of being sustained, partially offset by a non-cash tax charge related to the Medicare Part D subsidy tax law change enacted during the period.

The Company’s effective tax rate will change from period to period based on non-recurring events, such as the settlement of income tax audits, changes in valuation allowances and the tax impact of significant unusual or extraordinary items, as well as recurring factors including changes in the geographic mix of income before taxes and effects of various global income tax strategies.

Earnings from Continuing Operations

The Company had net earnings from continuing operations before income taxes of $173 million in the first quarter of 2011, compared with net earnings from continuing operations before income taxes of $109 million in the first quarter of 2010. After taxes, and excluding Loss attributable to noncontrolling interests, the Company had net earnings from continuing operations of $365 million, or $1.06 per diluted share, in the first quarter of 2011, compared to a net earnings from continuing operations of $97 million, or $0.29 per diluted share, in the first quarter of 2010.

The increase in net earnings from continuing operations was primarily driven by a $244 million tax benefit for the reversal of a significant portion of the valuation allowance established on the U.S. deferred tax assets and an $89 million increase in gross margin, partially offset by a $34 million increase in Other charges.

Earnings from Discontinued Operations

In the first quarter of 2011, the Company had after-tax earnings from discontinued operations of $132 million, or $0.38 per diluted share, substantially from the operations of the Networks business. In the first

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quarter of 2010, the Company had an after-tax loss from discontinued operations of $28 million, or $0.08 per diluted share, from Motorola Mobility and the Networks business.

Segment Information

The following commentary should be read in conjunction with the financial results of each reporting segment for the three months ended April 2, 2011 and April 3, 2010 as detailed in Note 12, “Segment Information,” of the Company’s condensed consolidated financial statements.

Government Segment

For the first quarter of 2011, the segment’s net sales represented 63% of the Company’s consolidated net sales, compared to 65% in the first quarter of 2010.

	Three Months Ended
	April 2, 2011		April 3, 2010		% Change
Segment net sales		$1,189		$1,132		5%
Operating earnings		104		92		13%

Three months ended April 2, 2011 compared to three months ended April 3, 2010

In the first quarter of 2011, the segment’s net sales were $1.2 billion, a 5% increase compared to net sales of $1.1 billion in the first quarter of 2010. The 5% increase in net sales in the Government segment reflects an increase in radio sales. On a geographic basis, net sales increased in North America, Latin America and Asia and decreased in the Europe, Middle East and Africa region compared to the year-ago quarter. Net sales in North America continued to comprise a significant portion of the segment’s business, accounting for approximately 55% of the segment’s net sales in both the first quarter of 2011 and the first quarter of 2010.

The segment had operating earnings of $104 million in the first quarter of 2011, compared to operating earnings of $92 million in the first quarter of 2010. The increase in operating earnings was primarily due to an increase in gross margin, driven by the 5% increase in net sales, and a decrease in R&D expenditures, primarily due to savings from cost-reduction initiatives, partially offset by higher developmental engineering expenditures for new product development and investment in next-generation technologies. The previously discussed factors were partially offset by an increase in SG&A expenses, primarily due to increased employee benefit-related expenses and marketing expenses related to the increase in net sales, partially offset by savings from cost-reduction initiatives. As a percentage of net sales in the first quarter of 2011 as compared to the first quarter of 2010, gross margin increased, SG&A expenses increased, and R&D expenditures decreased.

Enterprise Segment

For the first quarter of 2011, the segment’s net sales represented 37% of the Company’s consolidated net sales, compared to 35% in the first quarter of 2010.

	Three Months Ended
	April 2, 2011		April 3, 2010		% Change
Segment net sales		$695		$608		14%
Operating earnings		66		28		136%

Three months ended April 2, 2011 compared to three months ended April 3, 2010

In the first quarter of 2011, the segment’s net sales were $695 million, a 14% increase compared to net sales of $608 million in the first quarter of 2010. The 14% increase in net sales in the Enterprise segment reflects

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an increase in mobile computing, scanning devices and iDEN sales, partially offset by a decrease in wireless network solutions. On a geographic basis, net sales increased in all regions compared to the year-ago quarter. Net sales in North America continued to comprise a significant portion of the segment’s business, accounting for approximately 43% and 48% of the segment’s net sales in the first quarter of 2011 and the first quarter of 2010, respectively.

The segment had operating earnings of $66 million in the first quarter of 2011, compared to operating earnings of $28 million in the first quarter of 2010. The increase in operating earnings was primarily due to: (i) an increase in gross margin, driven by the 14% increase in net sales, (ii) a decrease in R&D expenditures, primarily due to savings from cost-reduction initiatives, partially offset by higher developmental engineering expenditures for new product development and investment in next-generation technologies, and (iii) a slight decrease in SG&A expenses primarily due to savings from cost-reduction initiatives, partially offset by increased selling and marketing expenses related to the increase in net sales and increased employee benefit-related expenses. As a percentage of net sales in the first quarter of 2011 as compared to the first quarter of 2010, gross margin increased, SG&A expenses increased, and R&D expenditures decreased.

Reorganization of Businesses

During the first three months of 2011, the Company implemented various productivity improvement plans aimed at achieving long term, sustainable profitability by driving efficiencies and reducing operating costs. During the first quarter of 2011, the Company recorded net reorganization of business charges of $8 million, relating to the separation of 100 employees, of whom substantially all were indirect employees. These charges included $3 million of Costs of sales and $5 million of charges under Other charges in the Company’s condensed consolidated statements of operations. Included in the aggregate net reorganization of business charges of $8 million are charges of $9 million for employee separation costs, partially offset by $1 million of reversals for accruals no longer needed. During the first quarter of 2010, the Company’s net reorganization of business charges were de minimus.

The Company expects to realize cost-saving benefits of approximately $6 million during the remaining nine months of 2011 from the plans that were initiated during the first quarter of 2011, representing: (i) $4 million of savings in SG&A expenses, and (ii) $2 million of savings in Costs of sales. Beyond 2011, the Company expects the reorganization plans initiated during the first quarter of 2011 to provide annualized cost savings of approximately $10 million, representing: (i) $8 million of savings in SG&A expenses, and (iii) $2 million of savings in Cost of sales.

The following table displays the net charges incurred by business segment:

Three Months Ended	April 2, 2011		April 3, 2010
Government		$8		$  1
Enterprise		—		(1)
		$8		$—

Cash payments for employee severance and exit costs in connection with the reorganization of business plans were $14 million in the first quarter of 2011, as compared to $19 million in the first quarter of 2010. Of the $61 million of reorganization of businesses accruals at April 2, 2011, $44 million relate to employee separation costs and are expected to be paid in 2011. The remaining $17 million in accruals relate to lease termination obligations that are expected to be paid over a number of years.

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Liquidity and Capital Resources

The Company decreased the aggregate of our: (i) cash and cash equivalents balances, primarily due to the $3.2 billion contribution to Motorola Mobility, (ii) Sigma Fund and short-term investments, and (iii) long-term Sigma Fund, by $2.7 billion from $8.9 billion as of December 31, 2010 to $6.2 billion as of April 2, 2011. The aggregate of our: (i) notes payable and the current portion of long-term debt, and (ii) long-term debt, was $2.7 billion at both April 2, 2011 and December 31, 2010.

As highlighted in the condensed consolidated statements of cash flows, the Company’s liquidity and available capital resources are impacted by four key components: (i) cash and cash equivalents, (ii) operating activities, (iii) investing activities, and (iv) financing activities.

Cash and Cash Equivalents

The Company’s cash and cash equivalents (which are highly-liquid investments with an original maturity of three months or less) were $2.8 billion at April 2, 2011, compared to $4.2 billion at December 31, 2010. At April 2, 2011, $416 million of this amount was held in the U.S. and $2.3 billion was held by the Company or its subsidiaries in other countries. At April 2, 2011, restricted cash was $65 million (including $60 million held in the U.S.), compared to $226 million (including $166 million held outside the U.S.) at December 31, 2010.

The Company continues to analyze and review various repatriation strategies to continue to efficiently repatriate funds. During the first three months of 2011, the Company repatriated $355 million in funds, including a $75 million loan repayment, to the U.S. from international jurisdictions with minimal cash tax cost. The Company has approximately $2.9 billion of earnings in foreign subsidiaries that are not permanently reinvested and may be repatriated without additional U.S. federal income tax charges to the Company’s condensed consolidated statements of operations, given the U.S. Federal tax provisions previously accrued on undistributed earnings and the utilization of available foreign tax credits. On a cash basis, these repatriations from the Company’s non-U.S. subsidiaries could require the payment of additional foreign taxes. While the Company regularly repatriates funds and a portion of offshore funds can be repatriated with minimal adverse financial impact, repatriation of some of these funds could be subject to delay for local country approvals and could have potential adverse tax consequences.

On January 4, 2011, the Distribution of Motorola Mobility from Motorola Solutions was completed. Immediately prior to the Distribution, the Company contributed $3.2 billion of cash and cash equivalents to Motorola Mobility and has an obligation to fund an additional $300 million, upon receipt of cash distributions as a result of future capital reductions of an overseas subsidiary. The contribution is reflected in the Company’s condensed consolidated statements of cash flow in the first quarter of 2011.

Operating Activities

In the first quarter of 2011, the cash provided by operating activities was $231 million, compared to $59 million of cash used for operating activities in the first quarter of 2010. The primary contributors to the cash provided in the first quarter of 2011 were: (i) income from continuing operations (adjusted for net non-cash charges) of $349 million, and (ii) a $175 million decrease in accounts receivable, partially offset by a $221 million decrease in accounts payable and accrued liabilities.

Accounts Receivable: The Company’s net accounts receivable were $1.4 billion at April 2, 2011, compared to $1.5 billion at December 31, 2010. The Company’s businesses sell their products in a variety of markets throughout the world and payment terms can vary by market type and geographic location. Accordingly, the Company’s levels of net accounts receivable can be impacted by the timing and level of sales that are made by its various businesses and by the geographic locations in which those sales are made. See related discussion below under “Sales of Receivables.”

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Inventory: The Company’s net inventory was $521 million at both April 2, 2011 and December 31, 2010. Inventory management continues to be an area of focus as the Company balances the need to maintain strategic inventory levels to ensure competitive delivery performance to its customers against the risk of inventory excess and obsolescence due to rapidly changing technology and customer spending requirements.

Accounts Payable: The Company’s accounts payable were $560 million at April 2, 2011, compared to $731 million at December 31, 2010. The Company buys products in a variety of markets throughout the world and payment terms can vary by market type and geographic location. Accordingly, the Company’s levels of accounts payable can be impacted by the timing and level of purchases made by its various businesses and by the geographic locations in which those purchases are made.

Benefit Plan Contributions: During the first three months of 2011, the Company contributed $20 million to its non-U.S. plans and $50 million to its U.S. Regular Pension Plan.

Investing Activities

Net cash provided by investing activities was $1.3 billion in the first quarter of 2011, compared to net cash used of $115 million in the first quarter of 2010. This $1.4 million change was primarily due to the increase in cash received from net sales of Sigma Fund investments.

Sigma Fund: The Company and its wholly-owned subsidiaries invest most of their U.S. dollar-denominated cash in a fund (the “Sigma Fund”) that allows the Company to efficiently manage its cash around the world. The Company had net proceeds from sales of $1.2 billion of Sigma Fund investments in the first quarter of 2011, compared to $116 million in net purchases of Sigma Fund investments in the first quarter of 2010. The aggregate fair value of Sigma Fund investments was $3.5 billion at April 2, 2011 (including $1.7 billion held by the Company or its subsidiaries outside the U.S.), compared to $4.7 billion at December 31, 2010 (including $1.9 billion held by the Company or its subsidiaries outside the U.S.).

At April 2, 2011, $3.4 billion of the Sigma Fund investments were classified as current in the Company’s consolidated balance sheets, compared to $4.7 billion at December 31, 2010. The weighted average maturity of the Sigma Fund investments classified as current was 1 month (excluding cash of $616 million and defaulted securities) at April 2, 2011, compared to 1 month (excluding cash of $2.4 billion and defaulted securities) at December 31, 2010. A majority of the Sigma Fund’s cash balance at December 31, 2010 was reserved for the Contribution to Motorola Mobility. At April 2, 2011, approximately 99% of the Sigma Fund investments were invested in cash and U.S. government, agency and government-sponsored enterprise obligations, compared to 99% at December 31, 2010. This reflects a strategic decision by the Company to prioritize capital preservation rather than investment income.

During the three months ended April 2, 2011, the Company recorded a de minimus loss from the Sigma Fund investments in Other income (expense) in the condensed consolidated statement of operations, compared to a gain from the Sigma Fund investments of $16 million during the three months ended April 3, 2010.

Securities with a maturity greater than 12 months and defaulted securities have been classified as non-current in the Company’s condensed consolidated balance sheets. At April 2, 2011, $29 million of the Sigma Fund investments were classified as non-current, and the weighted average maturity of the Sigma Fund investments classified as non-current (excluding defaulted securities) was 219 months. At December 31, 2010, $70 million of the Sigma Fund investments were classified as non-current, and the weighted average maturity of the Sigma Fund investments classified as non-current (excluding defaulted securities) was 164 months.

The Company continuously assesses its cash needs and continues to believe that the balance of cash and cash equivalents, short-term investments and investments in the Sigma Fund classified as current are more than adequate to meet its current operating requirements over the next twelve months.

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Capital Expenditures: Capital expenditures were $27 million in the first quarter of 2011, compared to $37 million in the first quarter of 2010. The Company’s emphasis when making capital expenditure decisions is to focus on strategic investments driven by customer demand and new design capability.

Sales of Investments and Businesses: The Company received $52 million in net proceeds from the sales of investments and businesses in the first quarter of 2011, compared to proceeds of $18 million in the first quarter of 2010. The proceeds in the first quarter of 2011 were primarily comprised of net proceeds received in connection with sales of: (i) certain of the Company’s equity investments, and (ii) the Israel-based module business. The proceeds in the first quarter of 2010 were primarily comprised of net proceeds received in connection with sales of certain of the Company’s equity investments.

Financing Activities

Net cash used for financing activities was $2.9 billion in the first quarter of 2011, compared to net cash provided of $456 million in the first quarter of 2010. Cash used for financing activities in the first quarter of 2011 was primarily comprised of a $3.2 billion cash contribution relating to the Distribution of Motorola Mobility, partially offset by $211 million of distributions from discontinued operations and $70 million of net cash received from the issuance of common stock in connection with the Company’s employee stock option plans and employee stock purchase plan. Net cash provided by financing activities in the first quarter of 2010 was primarily comprised of $398 million of distributions from discontinued operations and $63 million of cash received from the issuance of common stock in connection with the Company’s employee stock option plans and employee stock purchase plan.

Short-Term Debt: At both April 2, 2011 and December 31, 2010, the Company’s outstanding notes payable and current portion of long-term debt was $605 million.

Long-Term Debt: At both April 2, 2011 and December 31, 2010, the Company had outstanding long-term debt of $2.1 billion.

The three largest U.S. national ratings agencies rate the Company’s senior unsecured long-term debt investment grade. The Company believes that it will be able to maintain sufficient access to the capital markets at its current ratings. Any future disruptions, uncertainty or volatility in the capital markets may result in higher funding costs for the Company and adversely affect its ability to access funds.

The Company may from time to time seek to retire certain of its outstanding debt through open market cash purchases, privately-negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors.

Credit Facilities

During the first quarter 2011, the Company terminated its $1.5 billion domestic syndicated revolving credit facility scheduled to mature in December 2011 and entered into a new $1.5 billion unsecured syndicated revolving credit facility (the “2011 Motorola Solutions Credit Agreement”) scheduled to mature on June 30, 2014. The 2011 Motorola Solutions Credit Agreement includes a provision pursuant to which the Company can increase the aggregate credit facility size up to a maximum of $2.0 billion by adding lenders or having existing lenders increase their commitments. The Company must comply with certain customary covenants, including maximum leverage and minimum interest coverage ratios as defined in the 2011 Motorola Solutions Credit Agreement. The Company was in compliance with its financial covenants as of April 2, 2011. The Company has no outstanding borrowing under the 2011 Motorola Solutions Credit Agreement.

Long-Term Customer Financing Commitments

Outstanding Commitments: The Company had outstanding commitments to provide long-term financing to third parties totaling $154 million at April 2, 2011, compared to $333 million at December 31, 2010 (including $22 million and $168 million at April 2, 2011 and December 31, 2010, respectively, relating to the Networks business). Of these amounts, $1 million was supported by letters of credit or by bank commitments to purchase

35

long-term receivables at April 2, 2011, compared to $27 million at December 31, 2010 (including no amounts at April 2, 2011 and $25 million at December 31, 2010, relating to the Networks business). The Company will retain the funded portion of the financing arrangements related to the Networks business following the sale to NSN, which totaled approximately $287 million at April 2, 2011 and is included in Long-term receivables.

Guarantees of Third-Party Debt: The Company had committed to provide financial guarantees relating to customer financing facilities totaling $8 million at April 2, 2011, compared to $10 million at December 31, 2010 (including $4 million and $6 million at April 2, 2011 and December 31, 2010, respectively, relating to the sale of short-term receivables). Customer financing guarantees outstanding were $1 million at April 2, 2011, and $1 million at December 31, 2010 (including de minimus amounts at both April 2, 2011 and December 31, 2010, respectively, relating to the sale of short-term receivables).

Outstanding Long-Term Receivables: The Company had net long-term receivables of $311 million (net of allowances for losses of $1 million) at April 2, 2011, compared to net long-term receivables of $264 million (net of allowances for losses of $1 million) at December 31, 2010. These long-term receivables are generally interest bearing, with interest rates ranging from 2% to 13%.

Sales of Receivables

As of April 2, 2011, the Company had a $200 million revolving receivable sales facility, maturing June 2011, for the sale of accounts receivable, which was fully available. At December 31, 2010, the Company had a $200 million committed revolving credit facility for the sale of accounts receivable, which was fully available. The initial cash proceeds received by the Company for the sale of these receivables is capped at the lower of $200 million or eligible receivables less reserves. The Company had no significant committed facilities for the sale of long-term receivables at April 2, 2011 or at December 31, 2010.

The following table summarizes the proceeds received from non-recourse sales of accounts receivable and long-term receivables for the three months ended April 2, 2011 and April 3, 2010:

Three Months Ended	April 2, 2011		April 3, 2010
Cumulative quarterly proceeds received from one-time sales:
Accounts receivable sales proceeds		$13		$64
Long-term receivables sales proceeds		6		3
Total proceeds from one-time sales		19		67
Cumulative quarterly proceeds received from sales under committed facilities		—		54
Total proceeds from receivables sales		$19		$121

At April 2, 2011, the Company retained servicing obligations for $305 million of sold accounts receivables and $274 million of long-term receivables, compared to $329 million of accounts receivables and $277 million of long-term receivables at December 31, 2010.

Other Contingencies

Potential Contractual Damage Claims in Excess of Underlying Contract Value:    In certain circumstances, our businesses may enter into contracts with customers pursuant to which the damages that could be claimed by the other party for failed performance might exceed the revenue the Company receives from the contract. Contracts with these types of uncapped damage provisions are fairly rare, but individual contracts could still represent meaningful risk. There is a possibility that a damage claim by a counterparty to one of these contracts could result in expenses to the Company that are far in excess of the revenue received from the counterparty in connection with the contract.

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Indemnification Provisions:    In addition, the Company may provide indemnifications for losses that result from the breach of general warranties contained in certain commercial, intellectual property and divestiture agreements. Historically, the Company has not made significant payments under these agreements, nor have there been significant claims asserted against the Company. However, there is an increasing risk in relation to intellectual property indemnities given the current legal climate. In indemnification cases, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims. Further, the Company’s obligations under divestiture agreements for indemnification based on breach of representations and warranties are generally limited in terms of duration, typically not more than 24 months, and for amounts not in excess of the contract value, and in some instances the Company may have recourse against third parties for certain payments made by the Company.

Legal Matters:    The Company is a defendant in various lawsuits, claims and actions, which arise in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.

In addition, pursuant to the Master Separation and Distribution Agreement and certain other agreements with Motorola Mobility, Motorola Mobility agreed to indemnify the Company for certain liabilities, and the Company agreed to indemnify Motorola Mobility for certain liabilities, in each case for uncapped amounts.

Significant Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.

Management bases its estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following significant accounting policies require significant judgment and estimates:

– Revenue recognition

– Inventory valuation

– Income taxes

– Valuation of the Sigma Fund and investment portfolios

– Restructuring activities

– Retirement-related benefits

– Valuation and recoverability of goodwill and long-lived assets

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Derivative Financial Instruments

Foreign Currency Risk

At April 2, 2011, the Company had outstanding foreign exchange contracts with notional amounts totaling $1.0 billion, compared to $1.5 billion outstanding at December 31, 2010. The decrease in outstanding contracts is primarily related to the Distribution of Motorola Mobility. Management believes that these financial instruments should not subject the Company to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset losses and gains on the underlying assets, liabilities and transactions, except for the ineffective portion of the instruments, which are charged to Other within Other income (expense) in the Company’s condensed consolidated statements of operations.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of April 2, 2011 and the corresponding positions as of December 31, 2010:

	Notional Amount
Net Buy (Sell) by Currency	April 2, 2011			December 31, 2010
Chinese Renminbi		$(600	)		$(409	)
Euro		(137	)		(249	)
Israeli Shekel		40			(5	)
Malaysian Ringgit		47			64
British Pound		128			185

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Forward-Looking Statements

Except for historical matters, the matters discussed in this Form 10-Q 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”, “anticipates”, “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. Forward-looking statements include, but are not limited to, statements included in: (1) the Executive Overview about: (a) the expected net cash proceeds from the sale of our Networks business, (b) the tax free nature of the Distribution of Motorola Mobility, (c) our business strategies and expected results, (d) our industry and market expectations including demand levels and customer priorities for each of our businesses, (e) the timing and impact of new product launches, and (f) the impact of recent events in Japan on our ability to purchase raw materials or components, (2) “Management’s Discussion and Analysis,” about: (a) future payments, charges, use of accruals and expected cost-saving benefits associated with our reorganization of business programs and employee separation costs, (b) the Company’s ability and cost to repatriate funds, (c) the impact of the timing and level of sales of accounts receivable and the geographic location of such sales, (d) the impact of the timing and level of purchases by various businesses and the geographic location of such purchases, (e) expectations for the Sigma Fund and other investments, (f) the Company’s ability and cost to access the capital markets, (g) the Company’s plans with respect to the level of outstanding debt, (h) expected payments pursuant to commitments under long-term agreements, (i) potential contractual damages claims, (j) the outcome of ongoing and future legal proceedings, (k) the completion and impact of pending acquisitions and divestitures, and (l) the impact of recent accounting pronouncements on the Company, (3) “Quantitative and Qualitative Disclosures about Market Risk,” about the impact of foreign currency exchange risks, and (4) “Legal Proceedings,” about the ultimate disposition of pending legal matters. Motorola undertakes no obligation to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.

Some of the risk factors that affect the Company’s business and financial results are discussed herein, in Part II “Item 1A: Risk Factors,” as well as in Part I, “Item 1A: Risk Factors” on pages 12 through 25 of our 2010 Annual Report on Form 10-K, and in our other SEC filings available for free on the SEC’s website at www.sec.gov and on Motorola Solutions’ website at www.motorolasolutions.com. We wish to caution the reader that the risk factors discussed in each of these documents and those described in our other Securities and Exchange Commission filings, could cause our actual results to differ materially from those stated in the forward-looking statements.

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Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to Motorola Solutions, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to Motorola Solutions’ management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter ended April 2, 2011, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Part II—Other Information

Item 1. Legal Proceedings

The proceedings referenced below refer to Motorola, Inc., our former name, and we have not changed the court descriptions to refer to Motorola Solutions, Inc.

Howell v. Motorola, Inc., et al.

A class action, Howell v. Motorola, Inc., et al., was filed against Motorola and various of its directors, officers and employees in the United States District Court for the Northern District of Illinois (“Illinois District Court”) on July 21, 2003, alleging breach of fiduciary duty and violations of the Employment Retirement Income Security Act (“ERISA”). The complaint alleged that the defendants had improperly permitted participants in the Motorola 401(k) Plan (the “Plan”) to purchase or hold shares of common stock of Motorola because the price of Motorola’s stock was artificially inflated by a failure to disclose vendor financing to Telsim Mobil Telekomunikasyon Hizmetleri A.S. (“Telsim”) in connection with the sale of telecommunications equipment by Motorola. Telsim had subsequently defaulted on the payment of approximately $2 billion of such vendor financing, approximately half of which the Company has recovered to date. The plaintiff sought to represent a class of participants in the Plan and sought an unspecified amount of damages. On September 30, 2005, the Illinois District Court dismissed the second amended complaint filed on October 15, 2004 (the “Howell Complaint”). Three new purported lead plaintiffs subsequently intervened in the case, and filed a motion for class certification seeking to represent a class of Plan participants. The class as certified includes all Plan participants for whose individual accounts the Plan purchased and/or held shares of Motorola common stock from May 16, 2000 through May 14, 2001, with certain exclusions. The court granted leave to defendants to appeal the class certification and granted leave to lead plaintiff Howell to appeal an earlier dismissal of his individual claim. Each party filed those appeals. On June 17, 2009, the Illinois District Court granted summary judgment in favor of all defendants on all counts. On June 25, 2009, the Seventh Circuit Court of Appeals (the “Seventh Circuit”) dismissed as moot defendants’ class certification appeal and stayed Howell’s appeal. On July 14, 2009, plaintiffs appealed the summary judgment decision. By order of the Seventh Circuit on August 17, 2009, Howell’s individual appeal and plaintiffs’ appeal of the summary judgment decision (now cited as Howell v. Motorola, Inc. et al. and Lingis et al. v. Rick Dorazil et al.) were consolidated with Spano et al. v. Boeing Company et al. and Beesley et al. v. International Paper Company for argument and decision. On January 21, 2011, the Seventh Circuit affirmed the Illinois District Court’s summary judgment decision in favor of Motorola and denied Howell’s individual appeal in all respects. On April 21, 2011, plaintiffs filed a petition for certiorari to the United States Supreme Court in Lingis et al. v. Rick Dorazil et al., seeking the Supreme Court’s review of a single question regarding the standard for liability of ERISA plan fiduciaries for failure to disclose information. The petition for certiorari does not challenge any of the Seventh Circuit’s other holdings in Lingis, nor its decision in Howell v. Motorola, Inc. et al.

Silverman Federal Securities Lawsuits and Related Derivative Matters

A purported class action lawsuit on behalf of the purchasers of Motorola securities between July 19, 2006 and January 5, 2007, Silverman v. Motorola, Inc., et al., was filed against the Company and certain current and former officers and directors of the Company on August 9, 2007, in the United States District Court for the Northern District of Illinois. The complaint alleges violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as, in the case of the individual defendants, the control person provisions of the Securities Exchange Act. The factual assertions in the complaint consist primarily of the allegation that the defendants knowingly made incorrect statements concerning Motorola’s projected revenues for the third and fourth quarter of 2006. The complaint seeks unspecified damages and other relief relating to the purported inflation in the price of Motorola shares during the class period. An amended complaint was filed December 20, 2007, and Motorola moved to dismiss that complaint in February 2008. On September 24, 2008, the district court granted this motion in part to dismiss Section 10(b) claims as to two individuals and certain claims related to

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forward looking statements, among other things, and denied the motion in part. On August 25, 2009, the district court granted plaintiff’s motion for class certification. On March 10, 2010, the district court granted plaintiffs motion to file a second amended complaint which adds allegations concerning Motorola’s accounting and disclosures for certain transactions entered into in the third quarter of 2006. On February 16, 2011, the district court granted summary judgment to dismiss the remaining claims as to two individual defendants and the Section 10(b) claim as to a third individual, and denied the motion in part. On March 21, 2011, Motorola filed a motion for summary judgment to dismiss the remaining claims against the Company and other individual defendants.

In addition, on August 24, 2007, two lawsuits were filed as purportedly derivative actions on behalf of Motorola, Williams v. Zander, et al., and Cinotto v. Zander, et al., in the Circuit Court of Cook County, Illinois against the Company and certain of its current and former officers and directors. These complaints make similar factual allegations to those made in the Silverman complaint and assert causes of action for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment. The complaints seek unspecified damages associated with the alleged loss to the Company deriving from the defendants’ actions and demand that Motorola make a number of changes to its internal procedures. An amended complaint was filed on December 14, 2007. On January 27, 2009, Motorola’s motion to dismiss the amended complaint was granted in part and denied in part.

On March 29, 2010, a purported derivative action lawsuit on behalf of Motorola, Goldfein v. Brown, et al., was filed in the United States District Court for the Northern District of Illinois against the company and certain of its current and former officers and directors. The complaint makes substantially similar factual allegations to those made in the Williams v. Zander, et al. and Cinotto v. Zander, et al. derivative actions pending in Illinois state court and asserts causes of action for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment. The complaint seeks unspecified damages and other relief associated with the alleged loss to the Company deriving from the defendants’ actions. On December 10, 2010 the district court granted the Defendants’ motion to dismiss and dismissed the case. Plaintiffs have appealed the dismissal to the United States Court of Appeals for the Seventh Circuit.

St. Lucie County Fire District Firefighters’ Pension Trust Fund Securities Class Action Case and Related Derivative Matter

A purported class action lawsuit, St. Lucie County Fire District Firefighters’ Pension Fund v. Motorola, Inc., et al., was filed against the Company and certain current and former officers and directors of the Company on January 21, 2010, in the United States District Court for the Northern District of Illinois. The complaint was amended on June 11, 2010, and again on December 3, 2010. The alleged class includes purchasers of Motorola securities between October 25, 2007 and January 23, 2008. The complaint alleges violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as, in the case of the individual defendants, the control person provisions of the Securities Exchange Act. The primary factual allegations are that the defendants knowingly or recklessly made materially misleading statements concerning Motorola’s financial projections and sales demand for Motorola phones during the class period. The complaint seeks unspecified damages and other relief relating to the purported inflation in the price of Motorola shares during the class period. On February 28, 2011, the Court granted defendants’ motion to dismiss and dismissed the Second Amended Complaint in its entirety with prejudice. Plaintiffs have filed a notice of appeal with the Seventh Circuit United States Court of Appeals.

On April 2, 2010, Waber v. Dorman, et al., a purported derivative action on behalf of Motorola against certain of its current and former officers and directors, was filed in the United States District Court for the Northern District of Illinois. The complaint was amended on July 28, 2010. The complaint makes similar factual allegations to those made in the St. Lucie complaint and asserts causes of action for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment. The Waber complaint seeks unspecified damages associated with the alleged loss to the Company deriving from the defendants’

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actions. On February 23, 2011, the Court granted defendants’ motion to dismiss and dismissed the Amended Complaint in its entirety with prejudice. Plaintiffs’ time to file a notice of appeal has passed.

Groussman et al. v. Motorola ERISA Class Action Cases

Two purported class action lawsuits on behalf of all participants in or beneficiaries of the Motorola 401(k) Plan (the “Plan”) between July 1, 2007 and the present and whose accounts included investments in Motorola stock, Joe M. Groussman v. Motorola, Inc. et al. and Angelo W. Orlando v. Motorola, Inc. et al., were filed against the Company and certain current and former officers, directors, and employees of the Company, the Motorola 401(k) Plan Committee, the Advisory Committee of Motorola and other unnamed defendants on February 10, 2010, in the United States District Court for the Northern District of Illinois. On May 20, 2010, the court ordered the cases to be consolidated. On July 16, 2010, the plaintiffs filed a consolidated amended complaint. The amended complaint added as defendants additional current and former employees, the Compensation and Leadership Committee of Motorola, and the Motorola Retirement Benefits Committee, and deleted the Advisory Committee of Motorola as a defendant. The amended complaint also reduced the class period to run from July 1, 2007 to December 31, 2008. The consolidated amended complaint alleges violations of Sections 404 and 405 of the Employee Retirement Income Security Act of 1974 (“ERISA”). The primary claims in the amended complaint are that, in connection with alleged incorrect statements concerning Motorola’s financial projections and demand for Motorola phones during the class period, various of the defendants failed to prudently and loyally manage the Plan by continuing to offer Motorola stock as a Plan investment option, failed to provide complete and accurate information regarding the performance of Motorola stock to the Plan’s participants and beneficiaries, failed to avoid conflicts of interest, and/or failed to monitor the Plan fiduciaries. The amended complaint seeks unspecified damages and other relief relating to purported losses to the Plan and individual participant accounts. On September 24, 2010, the Defendants filed a Motion to Dismiss the Amended Complaint. On October 7, 2010, the court dismissed the Retirement Benefits Committee as a defendant. On January 18, 2011, the Court denied Defendants’ Motion to Dismiss the Amended Complaint. On March 14, 2011, Plaintiffs filed a Motion for Class Certification, seeking certification of a class of “all persons who were participants in, or beneficiaries of, the Motorola 401(k) Plan at any time between July 1, 2007 and December 31, 2008, and whose accounts included investments in Motorola stock”, but excluding Defendants, members of their immediate families, any officer, director or partner of any Defendant, any entity in which a Defendant has a controlling interest, and the heirs, successors and assigns of the foregoing.

Microsoft Corporation v. Motorola, Inc.

On October 1, 2010, Microsoft Corporation (“Microsoft”) filed complaints against Motorola, Inc. in the United States International Trade Commission (“ITC”) and the United States District Court for the Western District of Washington (“District Court”) alleging patent infringement based on products manufactured and sold by Motorola, Inc. The ITC matter is entitled In the Matter of Mobile Devices, Associated Software, and Components Thereof (Inv. No. 337-TA-744). On October 6, 2010 and October 12, 2010, Microsoft amended the District Court and ITC complaints, respectively, to add Motorola Mobility, Inc. as a defendant. The complaints, as amended, allege infringement of claims of nine patents based on Motorola, Inc.’s and Motorola Mobility, Inc.’s manufacture, sale and/or importation of Android-based mobile phones. The ITC complaint seeks exclusion and cease and desist orders. On November 5, 2010, the ITC instituted the investigation. The District Court complaint (No. C10-01577) seeks unspecified monetary damages and injunctive relief.

On November 9, 2010, Microsoft filed a complaint in the United States District Court for the Western District of Washington (No. C10-01823) against Motorola, Inc. and Motorola Mobility, Inc. (the “Motorola Defendants”) alleging that the Motorola Defendants breached a contractual obligation to license certain patents related to 802.11 wireless networking technology and H.264 video coding technology on reasonable and non-discriminatory terms and conditions. The complaint seeks unspecified monetary damages and injunctive relief including a declaration that the Motorola Defendants have not offered licenses to these patents to Microsoft under reasonable royalty rates, with terms and conditions that are demonstrably free of any unfair discrimination. On February 23, 2011, Microsoft amended the complaint to add General Instrument Corporation as a defendant.

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In November 2010, Motorola Mobility, Inc. and General Instrument Corporation filed complaints against Microsoft in the ITC and in the U.S. District Courts for the Southern District of Florida, Motorola Mobility, Inc. v. Microsoft Corporation and the Western District of Wisconsin, Motorola Mobility, Inc. and General Instrument Corporation v. Microsoft Corporation (No. 10-cv-699) and Motorola Mobility, Inc. and General Instrument Corporation v. Microsoft Corporation (No. 10-cv-700). The ITC matter is entitled In the Matter of Certain Gaming and Entertainment Consoles, Related Software, and Components Thereof (Inv. No. 337-TA-752). Among the complaints, Motorola Mobility, Inc. and General Instrument Corporation are asserting infringement of claims of sixteen patents by Microsoft’s PC and Server software, Windows mobile and smartphone software and Xbox products. The ITC complaint seeks exclusion and cease and desist orders directed to these products. On December 23, 2010, the ITC instituted the investigation. The District Court complaints seek monetary damages and injunctive relief. In December 2010 and February 2011, Motorola Mobility, Inc. subsequently asserted claims of five additional patents in the Western District of Wisconsin, Motorola Mobility, Inc. v. Microsoft Corporation (No. 10-cv-826). Between December 23, 2010 and January 25, 2011, Microsoft filed counterclaims against Motorola Mobility, Inc. in several of these actions, alleging infringement of a total of fourteen additional Microsoft patents. Two of the complaints filed by Motorola Mobility, Inc. and General Instrument Corporation in the Western District of Wisconsin have been transferred to the Western District of Washington.

Motorola Mobility, Inc. v. Apple Inc.

On October 6, 2010, Motorola Mobility, Inc. filed a complaint for patent infringement against Apple Inc. with the ITC. The matter is entitled In the Matter of Certain Wireless Communication Devices, Portable Music and Data Processing Devices, Computers and Components Thereof (Inv. No. 337-TA-745). The complaint alleges that Apple Inc. directly infringes, contributorily infringes and/or induces others to infringe claims of six patents by importing and selling in the United States after importation certain wireless communication devices, portable music and data processing devices, computers, and components thereof without the authorization of Motorola Mobility, Inc. The complaint seeks the institution of an investigation and the issuance of an exclusion order barring from entry into the United States certain products and a cease and desist order prohibiting Apple from importing, marketing and distributing certain products and other related activities. On November 8, 2010, the ITC instituted the investigation.

On October 6, 2010, Motorola Mobility, Inc. filed two complaints for patent infringement against Apple Inc. in Motorola Mobility, Inc. v Apple Inc., in the United States District Court for the Northern District of Illinois (the “Illinois Complaints”). Motorola Mobility, Inc. filed another complaint for patent infringement against Apple Inc. in Motorola Mobility, Inc. v Apple Inc., in the United States District Court for the Southern District of Florida (the “Florida Complaint”). The complaints allege that Apple Inc. directly and/or indirectly infringes eighteen Motorola Mobility patents by making, using, offering for sale and selling in the United States certain products and services. On November 9, 2010, Motorola Mobility, Inc. voluntarily dismissed the Illinois Complaints, which are now being asserted as counterclaims in the actions brought by Apple Inc. below. On November 18, 2010, Apple counterclaimed in the Southern District of Florida, alleging infringement of six Apple patents by Motorola Mobility, Inc.’s manufacture and sale of mobile devices, set-top boxes and digital video recorders.

On October 8, 2010, Motorola Mobility, Inc. filed a complaint for declaratory relief against Apple Inc. and NeXT Software, Inc. in Motorola Mobility, Inc. v. Apple Inc. and NeXT Software, Inc., in the United States District Court for the District of Delaware. The complaint seeks a judgment declaring that Motorola Mobility, Inc. has not infringed, induced the infringement of, or contributed to the infringement of any valid, enforceable claim of twelve patents owned by Apple Inc. and NeXT Software, Inc. On December 2, 2010, Apple asserted these twelve patents against Motorola, Inc. and Motorola Mobility, Inc. in the Western District of Wisconsin, seeking to transfer the Delaware action to Wisconsin.

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On October 29, 2010, Apple Inc. filed two complaints for patent infringement against Motorola, Inc. and Motorola Mobility, Inc. in Apple Inc. v. Motorola, Inc. and Motorola Mobility, Inc., in the United States District Court for the Western District of Wisconsin. The complaints allege infringement of six patents by Motorola, Inc. and Motorola Mobility, Inc. The complaints allege that Motorola, Inc. and Motorola Mobility, Inc. directly infringes, contributorily infringes and/or induces others to infringe the patents-in-suit by making, using, offering for sale and selling in the United States certain mobile devices and related software. The complaint seeks unspecified monetary damages and injunctive relief. On November 9, 2010, Motorola Mobility, Inc. filed counterclaims against Apple Inc. to their complaints alleging infringement of twelve Motorola Mobility, Inc. patents originally asserted by Motorola Mobility, Inc. in the Northern District of Illinois as above.

On October 29, 2010, Apple Inc. filed a complaint alleging patent infringement against Motorola, Inc. and Motorola Mobility, Inc. with the United States International Trade Commission. The matter is entitled In the Matter of Certain Mobile Devices and Related Software (Inv. No. 337-TA-750). The complaint alleges infringement of three patents by Motorola, Inc. and Motorola Mobility, Inc. The complaint alleges that Motorola, Inc. and Motorola Mobility, Inc. directly infringe, contributorily infringe and/or induce others to infringe the three patents by manufacturing, marketing and selling in the United States mobile devices, such as smartphones, and associated software, including operating systems, user interfaces, and other application software designed for use on, and loaded onto, such devices. The complaint seeks the issuance of an exclusion order barring from entry into the United States certain mobile devices and related software and a cease and desist order prohibiting Motorola, Inc. (now Motorola Solutions, Inc.) and Motorola Mobility, Inc. from importing, selling, transporting, and other related activities of certain mobile devices and related software. On November 30, 2010, the ITC instituted the investigation.

On March 11, 2011, Apple Inc. filed counterclaims against Motorola Mobility, Inc. in the ITC proceedings which were subsequently removed to the United States District Court for the Western District of Wisconsin. The counterclaims include equitable estoppel, waiver, breach of contract, violation of Section 2 of the Sherman Act, unfair competition and interference with contract. Apple seeks declaratory judgment that Motorola Mobility, Inc.’s license offers involving standards essential patents have not been on reasonable and non-discriminatory terms and conditions, that Motorola Mobility, Inc. is not entitled to injunctive relief and that Motorola Mobility, Inc. has committed patent misuse.

The Company is a defendant in various other suits, claims and investigations that arise in the normal course of business. In the opinion of management, the ultimate disposition of the Company’s pending legal proceedings will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations in the periods in which the matters are ultimately resolved.

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Item 1A. Risk Factors

The reader should carefully consider, in connection with the other information in this report, the factors discussed below, and in Part I, “Item 1A: Risk Factors” on pages 12 through 25 of the Company’s 2010 Annual Report on Form 10-K. These factors could cause our actual results to differ materially from those stated in forward-looking statements contained in this document and elsewhere.

The earthquake, tsunami and resulting ongoing problems in Japan have disrupted supply of raw materials and components from Japan, which could have a material adverse affect on our results of operations.

We contract with a number of suppliers in Japan and disruption in supply resulting from the earthquakes, tsunami and subsequent problems has resulted and may continue to result in certain of our Japanese suppliers being unable to deliver sufficient quantities of components or being unable to deliver such components in a timely manner. Certain of these suppliers are the sole source of certain components. In addition, a number of raw materials suppliers operate out of the impacted area of Japan. It is possible that our suppliers and subcontractors located outside of Japan may have their ability to make components or products adversely impacted by the unavailability of certain essential components made in Japan. If we, or our suppliers, are unable to procure sufficient quantities of components or raw materials from suppliers in Japan or other sources, it could have a material adverse affect on our results of operations.

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. (Removed and Reserved)

Item 5. Other Information.

None

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Item 6. Exhibits

Exhibit No.	Exhibit
2.1(a)	Master Acquisition Agreement dated as of July 16, 2010, by and between Motorola Solutions, Inc. (formerly Motorola, Inc.) and Nokia Siemens Networks B.V (incorporated by reference to Exhibit 2.1 to Motorola Solutions Report on Form 8-K filed on July 19, 2010 (File No. 1-7221)).
*2.1(b)	Amendment No. 1 dated as of April 12, 2011 to the Master Acquisition Agreement dated as of July 16, 2010, by and between Motorola Solutions, Inc. (formerly Motorola, Inc.) and Nokia Siemens Networks B.V.
10.1	Motorola Solutions Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to Motorola Solutions Report on Form 8-K Report filed on March 17, 2011 (File No. 1-7221)).
10.2	Motorola Solutions Long Range Incentive Plan (incorporated by reference to Exhibit 10.2 to Motorola Solutions Report on Form 8-K Report filed on March 17, 2011 (File No. 1-7221)).
10.3	2011-2013 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP) (incorporated by reference to Exhibit 10.3 to Motorola Solutions Report on Form 8-K Report filed on March 17, 2011 (File No. 1-7221)).
10.4	Motorola Solutions Omnibus Incentive Plan of 2006, as amended and restated January 4, 2011 (incorporated by reference to Appendix A to Motorola Solutions Definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 2, 2011 filed on March 15, 2011 (“Motorola Solutions Proxy Statement”) (File No. 1-7221)).
*10.5	Motorola Solutions, Inc. Amended Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options and Addendum A 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.
*10.6	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 (File No. 1-7221)).
*31.1	Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Edward J. Fitzpatrick pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Edward J. Fitzpatrick pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**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

* Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securii4es Exchange Act of 1934, and otherwise is not subject to liability under these sections.

MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo, as well as iDEN are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.

All other product or service names are the property of their respective owners. ^© 2011 Motorola Solutions, Inc. All rights reserved.

47

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MOTOROLA SOLUTIONS, INC.
By:	/S/ JOHN K. WOZNIAK
	John K. Wozniak Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer)

Date: May 2, 2011

48

EXHIBIT INDEX

Exhibit No.	Exhibit
2.1(a)	Master Acquisition Agreement dated as of July 16, 2010, by and between Motorola Solutions, Inc. (formerly Motorola, Inc.) and Nokia Siemens Networks B.V (incorporated by reference to Exhibit 2.1 to Motorola Solutions Report on Form 8-K filed on July 19, 2010 (File No. 1-7221)).
*2.1(b)	Amendment No. 1 dated as of April 12, 2011 to the Master Acquisition Agreement dated as of July 16, 2010, by and between Motorola Solutions, Inc. (formerly Motorola, Inc.) and Nokia Siemens Networks B.V.
10.1	Motorola Solutions Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to Motorola Solutions Report on Form 8-K Report filed on March 17, 2011 (File No. 1-7221)).
10.2	Motorola Solutions Long Range Incentive Plan (incorporated by reference to Exhibit 10.2 to Motorola Solutions Report on Form 8-K Report filed on March 17, 2011 (File No. 1-7221)).
10.3	2011-2013 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP) (incorporated by reference to Exhibit 10.3 to Motorola Solutions Report on Form 8-K Report filed on March 17, 2011 (File No. 1-7221)).
10.4	Motorola Solutions Omnibus Incentive Plan of 2006, as amended and restated January 4, 2011 (incorporated by reference to Appendix A to Motorola Solutions Definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 2, 2011 filed on March 15, 2011 (“Motorola Solutions Proxy Statement”) (File No. 1-7221)).
*10.5	Motorola Solutions, Inc. Amended Award Document-Terms and Conditions Related to Employee Nonqualified Stock Options and Addendum A 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.
*10.6	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 (File No. 1-7221)).
*31.1	Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Edward J. Fitzpatrick pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification of Edward J. Fitzpatrick pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**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

* Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

49

EX-2.1(B)

Exhibit 2.1 (b)

AMENDMENT NO. 1 TO MASTER ACQUISITION AGREEMENT

THIS AMENDMENT NO. 1 (this “Amendment”) to the Master Acquisition Agreement dated as of July 16, 2010 by and between Motorola Solutions, Inc. (f/k/a Motorola, Inc.), a Delaware corporation (the “Seller”), and Nokia Siemens Networks B.V., a Dutch company (the “Purchaser”) (as may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Master Agreement”), is made as of April 12, 2011 by and between the Seller and the Purchaser. Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Master Agreement.

W I T N E S S E T H :

WHEREAS, pursuant to the Master Agreement, the Seller has agreed to sell and transfer to the Purchaser, and the Purchaser has agreed to purchase from the Seller, substantially all of the assets of the Seller and the other members of the Seller Group used in or related to the Business;

WHEREAS, as consideration for an amendment to the Purchase Price, Seller desires to obtain additional certainty as to the occurrence of the Initial Closing; and

WHEREAS, the parties desire to amend the Master Agreement on the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, subject to the conditions and other terms herein set forth, the Seller and the Purchaser hereby agree as follows:

1. Amendment. The Master Agreement is hereby amended as follows:

(a) Section 1.1(a) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Real Property. (i) The Owned Real Property listed on Schedule 1.1(a)(i) of the Seller Disclosure Schedule (the “Acquired Owned Real Property”), (ii) all rights in respect of the real property leases or subleases listed on Schedule 1.1(a)(ii) of the Seller Disclosure Schedule (the “Assumed Real Property Leases”), (iii) all rights of the Seller Group in and to any fixtures located at each Acquired Owned Real Property and each parcel of real property subject to an Assumed Real Property Lease, and (iv) all security deposits made by a member of the Seller Group and held by the applicable landlord on the Initial Closing Date with respect to an Assumed Real Property Lease and all other security or similar deposits made by any member of the Seller Group to any third party and held by such third party on the Initial Closing Date with respect to any Acquired Real Property;”

(b) Section 1.2(e) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(e) Contracts. (i) All rights under all Contracts of the Seller Group (A) set forth on Schedule 1.2(e) of the Seller Disclosure Schedule or (B) that are not an Assumed Real Property Lease or an Assumed Contract (including, subject to Section 10.7, all global or corporate-level agreements of the Seller and its Affiliates), and (ii) all rights under all Contracts (including associated Accounts Receivable) of Motorola ZAO with Nokia Siemens Networks OOO with respect to services provided by Motorola ZAO;”

(c) Section 1.2 of the Master Agreement is hereby amended by deleting subsection (m) in its entirety and replacing it with the following: “(m) [Intentionally Omitted]”.

(d) Section 1.2(r) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(r) MCC Financing Notes; Receivables. All of the promissory notes issued to MCC, or receivables or leasing arrangements otherwise held by MCC, related to financing provided by MCC for the benefit of customers of the Business (the “MCC Receivables”); and”

(e) Section 1.4 of the Master Agreement is hereby amended by deleting “and” at the end of subsection (h), adding “; and” to the end of subsection (i) in lieu of the period, and adding a new subsection (j) to read in its entirety as follows:

“(j) Huawei Payables. All Accounts Payable owed to Huawei Technologies Co., Ltd. (“Huawei”) or any of its Affiliates relating to or arising out of the operation of the Business.”

(f) Section 1.5(f) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(f) such other instruments and agreements as may be required to effect the purchase and assignment and assumption of the Acquired Company Shares, the JV Interests, the other Acquired Assets and the Assumed Liabilities, including (i) the Equity Transfer Agreement and (ii) where necessary, separate agreements to effect the transfer of any Acquired Owned Real Property”

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(g) The first sentence of Section 2.1 of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“The Purchaser will pay the Seller an amount in cash equal to $975,000,000.00 (Nine Hundred Seventy Five Million Dollars) (the “Purchase Price”) for the Acquired Assets at the Initial Closing, subject to the provisions of Section 2.5.”

(h) Section 2.1 of the Master Agreement is hereby amended by adding the following at the end of such section:

“To the extent that any member of the Purchaser Group is required under applicable law to make local payment for Acquired Assets in any particular jurisdiction directly to a member of the Seller Group, such payment will be made in Dollars, if permissible under applicable law, and the Seller will reimburse to the Purchaser (i) each such amount in Dollars or (ii) if such local payment is made in a currency other than Dollars, the Dollar equivalent based on the “closing mid-point rates” as published at http://www.FT.com/marketsdata (in the “Data Archives” section) (the “Reference Rate”) as of the date the local payment is made, within two (2) business days of such local payment being made by such local Purchaser Group member to such local Seller Group member. To the extent that any member of the Seller Group is required under applicable law to make local payment in any particular jurisdiction directly to a member of the Purchaser Group as a result of the Assumed Liabilities exceeding the Acquired Assets in such jurisdiction, such payment will be made in Dollars, if permissible under local law, and the Purchaser will reimburse to the Seller (x) each such amount in Dollars or (y) if such local payment is made in a currency other than Dollars, the Dollar equivalent based on the Reference Rate as of the date the local payment is made, within two (2) business days of such local payment being made by such local Seller Group member to such local Purchaser Group member.”

(i) Section 2.2(a) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(a) The parties agree to conduct the Initial Closing of the transactions contemplated by this Agreement (all such transactions, including the transactions contemplated by the Additional Closings, being referred to herein as the “Contemplated Transactions”) at the offices of Winston & Strawn LLP, 35 West Wacker Drive, Chicago, Illinois at 10:00 AM (local time) on April 29, 2011; provided, however, that in the event the conditions

3

precedent to the Initial Closing listed in Article 6 have not been satisfied or waived on or prior to 12:00 PM, London time, on April 26, 2011, and the Purchaser does not exercise its right of termination pursuant to Section 7.1(b) by May 11, 2011, the Initial Closing shall occur on May 27, 2011 (the date of the Initial Closing, the “Initial Closing Date”). The effective time of the Initial Closing for tax, operational and all other matters will be deemed to be 11:59 PM (local time) in each jurisdiction included in the Initial Closing, on the Initial Closing Date.”

(j) Section 2.2(b) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(b) The Initial Closing will include the closing of the sale and purchase of Acquired Assets in the United States and in at least a majority of the Initial Closing Jurisdictions, as well as a majority of the employees and assets of the Business in the Initial Closing Jurisdictions; provided, however, that with respect to the JV Interests and any individual country, if the closing cannot be effected on the Initial Closing Date, the closing with respect to such Acquired Assets, or such JV Interest, may be deferred until a later date; and provided further that it is expressly agreed by the parties that the inability to transfer any Owned Real Property in Poland on the Initial Closing Date will not delay the closing with respect to the sale and purchase of all other Acquired Assets in Poland on the Initial Closing Date. The parties shall, as soon as reasonably practicable, hold Additional Closings for the purpose of transferring such Acquired Assets in such countries (including with respect to Owned Real Property in Poland, if applicable), or transferring such JV Interests, as soon as the closing can be effected, unless the parties mutually agree on a different date for such Additional Closing. Each Additional Closing shall occur as of 11:59 PM, local time, on the date of such Additional Closing. For the purposes of each Additional Closing, references to the “Initial Closing Date” in Section 1.1 through Section 1.4 shall be read as references to the ‘applicable Closing Date’.”

(k) Section 2.2(d) of the Master Agreement is hereby amended by replacing the reference to “12:01 AM” with “11:59 PM”.

(l) Section 2.2 of the Master Agreement is hereby amended by adding a new subsection (e) to read in its entirety as follows:

“(e) Notwithstanding anything set forth in this Section 2.2 to the contrary, the completion of the closing of the purchase and sale of the India Acquired Assets and the assignment and assumption of

4

the India Assumed Liabilities pursuant to a transfer of business (the “India Closing”) shall occur, at such place as the Seller and the Purchaser may agree in writing, on the last day of the fiscal month of the Seller in which (i) the India Acquired Assets located at Plot No. 12 Hitec City Layout, Madhapur, Serilingampalli Municipality, Ranga Reddy District, Hyderabad have been de-bonded and (ii) a change in implementing agency with respect to the STP License, along with the India Acquired Assets registered thereunder, located at No. 66/1, Plot No. 5, Bagmane Tech Park, C.V. Raman Nagar Post, Bengaluru 560 093, India, is issued to NSN India by the Software Technology Parks of India and NSN India receives the approvals from the Indian customs and other authorities for each of such premises, or on such other date as the Seller and the Purchaser may agree in writing. The date on which the India Closing occurs shall be referred to as the “India Closing Date”, and except as expressly provided herein, the India Closing shall for all purposes be deemed effective as of 11:59 PM, India time, on the India Closing Date.”

(m) Section 2.3(a) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(a) The Seller will deliver, or will cause to be delivered, to the Purchaser all instruments, duly executed, or other items which are required by the terms hereof to be delivered at the applicable Closing, including:

(i) the Stock Powers;

(ii) the Bill of Sale;

(iii) the Assignment and Assumption Agreement;

(iv) the Malaysia Asset Transfer Agreement;

(v) the Malaysia Side Letter;

(vi) each Local Asset Transfer Agreement (unless otherwise specified therein);

(vii) the Transition Services Agreement;

(viii) the Lease/Sublease Agreements;

(ix) the Joint Use & Occupancy Agreements;

(x) the Malaysia Interim Operating Agreement;

5

(xi) the Interim India Agreement;

(xii) the various instruments of assignment, reflecting the Purchaser or another member of the Purchaser Group as the assignee, and other documents referred to in the IP Agreement;

(xiii) a certificate signed by an officer of the Seller substantially in the form of Exhibit P;

(xiv) a certificate signed by an officer of the Seller setting forth the amount of the Undrawn MCC Commitment; and

(xv) all such other bills of sale, special or limited warranty deeds, assignments and other good and sufficient instruments of assignment, transfer or conveyance as the Purchaser and its counsel shall deem reasonably necessary to evidence and effect the sale, transfer, assignment, conveyance and delivery of all of the Seller Group’s right, title and interest in, to and under the Acquired Assets to the Purchaser Group and to put the Purchaser Group in actual possession or control of the Acquired Assets.”

(n) Section 2.3(c) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(c) The Purchaser will deliver, or will cause to be delivered, to the Seller all instruments, duly executed, or other items which are required by the terms hereof to be delivered at the applicable Closing, including:

(i) an amount equal to the Purchase Price (the “Cash Payment”), by wire transfer of immediately available funds in Dollars, to the account set forth on Schedule 2.3(c) of the Seller Disclosure Schedule;

(ii) the Assignment and Assumption Agreement;

(iii) the Malaysia Asset Transfer Agreement;

(iv) the Malaysia Side Letter;

(v) each Local Asset Transfer Agreement (unless otherwise specified therein);

(vi) the Transition Services Agreement;

6

(vii) the Lease/Sublease Agreements;

(viii) the Joint Use & Occupancy Agreements;

(ix) the Malaysia Interim Operating Agreement;

(x) the Interim India Agreement;

(xi) the various instruments of assignment, reflecting the Purchaser or another member of the Purchaser Group as the assignee, and other documents referred to in the IP Agreement;

(xii) all such other deeds, assumptions and other good and sufficient instruments of conveyance and assumption as the Seller and its counsel shall deem reasonably necessary for the assumption of the Assumed Liabilities or to vest in the Purchaser (or any member of the Purchaser Group) all of the Seller’s right, title and interest in, to and under the Acquired Assets; and

(xiii) a certificate signed by an officer of the Purchaser substantially in the form of Exhibit Q.”

(o) The first sentence of Section 2.5(b) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“As promptly as practicable following the Initial Closing Date but in no event later than ninety (90) days thereafter, the Purchaser will prepare and deliver to the Seller an unaudited statement of Net Assets as of the close of business (Chicago time) on the Initial Closing Date (the “Preliminary Closing Date Statement of Net Assets”), which statement shall reflect Net Assets as of the Initial Closing Date (as adjusted pursuant to this sentence) (the “Preliminary Net Assets”) and which shall be prepared on a basis consistent with the Adjusted Most Recent Statement of Net Assets; provided that such Preliminary Closing Date Statement of Net Assets shall not be adjusted as set forth in Section 2.5(a)(i) which shall result, for the avoidance of doubt, in the exclusion of any factored receivables as of the Initial Closing Date (such adjustment, an illustrative example of which is set forth in Schedule 2.5(b) of the Seller Disclosure Schedule, the “Closing Date Factored Receivables Adjustment”); and provided further that such Preliminary Closing Date Statement of Net Assets (i) shall not reflect as liabilities any accruals for payroll to be paid by the Seller Group (it being understood such liabilities are Assumed

7

Liabilities pursuant to Section 1.3(f)), (ii) shall not reflect as liabilities any Accounts Payable excluded pursuant to Section 1.4(j), and (iii) shall reflect as assets any security deposits acquired pursuant to Section 1.1(a)(iv) (collectively, together with the Closing Date Factored Receivables Adjustment, the “Closing Date Adjustments”).”

(p) Sections 2.5(c) and (d) are hereby amended by replacing all references to “Closing Date Factored Receivables Adjustment” with “Closing Date Adjustments”.

(q) Article 5 of the Master Agreement is hereby amended by adding the following new Section 5.14:

“5.14 Post-Amendment Covenants.

(a) Conduct of the Business. Except as required by applicable law or contemplated by this Agreement or any other Transaction Agreement, during the period from April 12, 2011 (the “Amendment Date”) to the Initial Closing Date, the Seller will, and will cause the Acquired Companies and the applicable members of the Seller Group to, (a) conduct the Business in the Ordinary Course, and (b) use Reasonable Efforts to preserve intact their business organizations related to the Business and preserve their current business relationships with the customers listed on Schedule 3.17(a) of the Seller Disclosure Schedule and all material suppliers, licensors, licensees, distributors and other Persons with which the Seller or the Acquired Companies have business dealings. Without limiting the generality of the foregoing, except as required by applicable law or contemplated by this Agreement or any other Transaction Agreement, or as set forth on Schedule 5.1 of the Seller Disclosure Schedule, during the period from the Amendment Date to the Initial Closing Date, the Seller will not take, and the Seller will cause the Acquired Companies and the other members of the Seller Group not to take, any of the following actions in relation to the Business, without the consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned:

(i)(A) issue or sell any capital stock, notes, bonds or other securities of any Acquired Company (or any option, warrant or other right to acquire the same) or (B) redeem any of the capital stock of any Acquired Company;

(ii) amend or restate the articles of incorporation, memorandum of organization, bylaws or other constituent documents of any Acquired Company in any material respect;

8

(iii) enter into any merger, consolidation, business combination, share exchange, reorganization or similar transaction involving any Acquired Company;

(iv) enter into any transactions, contracts and understandings with Affiliates that would be binding on the Acquired Companies or the Acquired Assets after the Initial Closing;

(v) lease, license, sell, transfer, encumber or permit to be encumbered the Acquired Company Shares, any material asset of the Acquired Companies or any other material Acquired Assets, other than (A) licenses granted (excluding real property licenses), products and services sold or assets otherwise disposed of in connection with sales to customers in the Ordinary Course, (B) the factoring of Accounts Receivable in the Ordinary Course, (C) the transfer of cash or cash equivalents of the Business or any Acquired Company (it being expressly acknowledged and agreed by the Purchaser that the Seller shall be entitled to cause the transfer or distribution by the Seller Group or the Acquired Companies of all cash and cash equivalents held by the Seller Group or the Acquired Companies, including any cash held in the Transferred Accounts, prior to the Initial Closing), or (D) the renewal, extension or amendment, in the Ordinary Course and on terms no less favorable in the aggregate than existing on the date hereof and, in the case of a renewal or extension, for no longer than twelve (12) months, of any Assumed Real Property Lease that has an expiration date on or prior to May 27, 2011;

(vi) waive or release any material right or claim to the extent relating to or arising from the Acquired Assets or the Assumed Liabilities;

(vii) commence any action, suit, hearing, proceeding, arbitration or mediation (except, in the case of arbitration or mediation, as required by the terms of a contract) against any customer or supplier of the Business;

(viii) enter into any settlement or release with respect to any action, suit, hearing, proceeding, arbitration, mediation, audit, inquiry, or investigation (whether civil, criminal, administrative or otherwise) involving any of the Acquired Assets, other than any settlement or release of disputes related to Accounts Payable in the Ordinary Course;

9

(ix)(A) terminate any Material Contract, (B) amend any Lease of any Material Real Property (excluding any renewal, extension or amendment of any Assumed Real Property Lease, which is covered under subsection (v)(D) above), or (C) amend any other Material Contract (excluding any Lease of any Material Real Property which is covered by clause (B) above);

(x) commit to make any new single capital expenditure that is in excess of $1,000,000 and that would be binding on the Purchaser Group or an Acquired Company after the Initial Closing Date;

(xi) increase or agree to increase the base compensation of any Transferred Employee other than (A) in the Ordinary Course and in an amount that, with respect to an individual, does not exceed 15% of such individual’s base compensation as of the date hereof, (B) in connection with any promotion of a Transferred Employee made in the Ordinary Course, or (C) in connection with the annual merit increases decided prior to the Amendment Date that are being implemented in April and May 2011 by the Seller Group;

(xii) relocate a material number of Transferred Employees to locations that are greater than thirty (30) miles from such Transferred Employees’ respective work locations as of the date hereof;

(xiii) take any action that would result in the expiration, lapse, termination, or abandonment of any Permit that is material to the Business;

(xiv) take any action that would reasonably be expected to have a Material Adverse Effect on the Business;

(xv)(A) other than in the Ordinary Course, issue or enter into any new Seller Guarantees and Bonds, or (B) except with respect to locations with leases expiring on or prior to May 27, 2011, issue or enter into any Lease Security Instrument in an amount greater than three (3) months of the base rent payable under the applicable lease which would be binding on the Purchaser or any Acquired Company after the Initial Closing Date, in either case in connection with any obligation of the Business, any Acquired Real Property or any Acquired Company;

10

(xvi) enter into any real property lease pursuant to which any Acquired Company is a party or the Purchaser or any Affiliate will be bound after the Initial Closing Date;

(xvii) enter into any new arrangements similar to the MCC Financing Contracts or amend any existing MCC Financing Contract, other than the extension of an existing MCC Financing Contract that does not bind the Purchaser or any Affiliate after the Initial Closing Date; or

(xviii) agree to do any of the things described in the preceding clauses (i) through (xvii) of this Section 5.14.

(b) Access to Information. From the Amendment Date until the Initial Closing, subject to the requirements and limitations of applicable law (including Antitrust Laws), the Seller will provide all reasonable cooperation to enable the Purchaser and its representatives and agents to have reasonable access to (a) the offices and facilities of the Business and materials and information about the Business, (b) customers and suppliers of the Business, and (c) employees and members of management of the Business and any property manager for any Acquired Owned Real Property, any Owned Real Property owned by any Acquired Company or any Leases identified on Schedule 3.16(b)-1, Schedule 3.16(b)-2 or Schedule 3.16(b)-3 of the Seller Disclosure Schedule. Notwithstanding the foregoing, the Purchaser expressly acknowledges and agrees that to the extent discussions with customers or suppliers of the Business shall take place prior to the Initial Closing Date with respect to the Contemplated Transactions, such discussions shall be coordinated with the Seller and the Seller shall be entitled to have a representative present in all such discussions.”

(r) Section 6.1(a) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Conditions to the Initial Closing. The obligations of the Seller to effect the Initial Closing are subject to the fulfillment on or before the Initial Closing Date of each of the following conditions, any one or more of which may be waived by the Seller but only in a writing signed by the Seller:

(i) No Litigation. No judgment, writ or order of any Governmental Entity or other legal restraint or prohibition may be in effect that in any case would prevent the Contemplated Transactions.

11

(ii) MOFCOM Approval. Approval of the Anti-Monopoly Bureau of the Ministry of Commerce in China to the Contemplated Transactions must have been obtained.

(iii) Cash Payment. The Cash Payment shall have been received by the Seller in accordance with Section 2.3(c)(i).”

(s) Section 6.2(a) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Conditions to the Initial Closing. The obligations of the Purchaser to effect the Initial Closing are subject to the fulfillment on or before the Initial Closing Date of each of the following conditions, any one or more of which may be waived by the Purchaser but only in a writing signed by the Purchaser:

(i) No Litigation. No judgment, writ or order of any Governmental Entity or other legal restraint or prohibition may be in effect that in any case would prevent the Contemplated Transactions.

(ii) MOFCOM Approval. Approval of the Anti-Monopoly Bureau of the Ministry of Commerce in China to the Contemplated Transactions must have been obtained.

(iii) Third Party Consents. The Seller shall have obtained all third party consents and approvals set forth in Schedule 6.2(a)(viii) of the Seller Disclosure Schedule.

(iv) Resolution of Huawei Claims. (A) The Northern District of Illinois (the “Illinois Court”) shall have vacated, with prejudice, the preliminary injunction order entered by the Illinois Court on February 22, 2011 in connection with the proceeding captioned Huawei Technologies Co., Ltd. v. Motorola, Inc. et al., No. 11-cv-497 (the “Illinois Action”), (B) a filing of a dismissal with prejudice by the parties to the Illinois Action shall have been made with the Illinois Court, (C) the Purchaser shall have received a copy of a written submission filed by Huawei with the ICC Court wherein Huawei confirms that Huawei and the Seller have reached a full and final settlement with respect to all claims referenced in, and relating to, Huawei’s Request for Arbitration (the “Swiss Arbitration”), and wherein Huawei withdraws and dismisses with prejudice all its claims against the Seller in such arbitration proceedings, and (D) Huawei shall have delivered to the parties the consent in the form attached hereto as Exhibit R.”

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(t) Section 7.1 of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“7.1 Termination. This Agreement may be terminated at any time prior to the Initial Closing:

(a) By mutual written consent of the Purchaser and the Seller;

(b) By the Purchaser by May 11, 2011 in the event that the conditions precedent to the Initial Closing listed in Article 6 have not been satisfied or waived on or prior to 12:00 PM, London time, on April 26, 2011; provided, however, that the Purchaser cannot terminate this Agreement under this provision if the failure of the conditions precedent to be satisfied is primarily the result of the failure on the part of the Purchaser to perform any of its obligations hereunder or under any other Principal Agreement; or

(c) By either the Purchaser or the Seller in the event the Initial Closing has not occurred on or before the close of business, Chicago time, on May 27, 2011; provided, however, that a party cannot terminate this Agreement under this provision if the failure of the Initial Closing to occur is primarily the result of the failure on the part of such party to perform any of its obligations hereunder or under any other Principal Agreement (except the failure on the part of such party to satisfy a closing condition over which such party has no control).

Any valid termination of this Agreement in accordance with this Section 7.1 shall become effective by the delivery of written notice by the terminating party to the other party. Each of the Principal Agreements will automatically terminate upon the termination of this Agreement without any further action by either party.”

(u) Section 8.1 of the Master Agreement is hereby amended and restated to read it its entirety as follows:

“8.1 Indemnification by the Seller. From and after the Initial Closing, and subject to the limitations expressly set forth in Section 8.5 hereof, the Seller will, during the Indemnification Period, indemnify, defend and hold harmless the Purchaser and its stockholders, directors, officers, employees, agents and Affiliates (collectively, the “Purchaser Indemnitees”) from and against any and all Losses (other than Losses with respect to Taxes, for which the provisions of Section 9.1(a) will govern) incurred by the Purchaser Indemnitees arising out of or resulting from the following:

(a) any failure of any Seller Representation (other than Section 3.5(c)) to be true and correct on and as of the Initial Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date);

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(b) other than with respect to the covenant obligations in Section 5.1 and Section 5.10(b), any failure of the Seller to duly perform any covenant or agreement to be performed by the Seller pursuant to any of the Principal Agreements;

(c) any Excluded Liability (whether arising prior to or after the Initial Closing Date); and

(d)(i) any failure of the Illinois Court to dismiss with prejudice the Illinois Action or (ii) any failure of the ICC Court to dismiss with prejudice the Swiss Arbitration.

(v) The second sentence of Section 8.5(a)(i) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“Other than with respect to Losses incurred in connection with (A) the Excluded Liabilities described in Sections 1.4(g) and 1.4(h) or (B) the failure of the actions described in Section 8.1(d) to occur, the Seller’s aggregate Liability for all Losses under this Agreement (whether under this Article 8, Article 9 or otherwise) and the other Transaction Agreements will in no event exceed the Purchase Price.

(w) Article 8 of the Master Agreement is hereby amended by adding the following new Section 8.8:

“8.8 Special Indemnity Provisions.

(a) The Seller shall indemnify, reimburse, defend and hold harmless the Purchaser Indemnitees from and against any and all Losses up to a maximum of US $1.75 million in the aggregate incurred by any and all Purchaser Indemnitees arising out of or resulting from (i) the failure of the Seller or any Affiliate thereof to obtain any permit, license, certification, approval or consent from a Governmental Entity and/or a third party legally required as a result of any construction at and/or improvement of the approximately nine

14

thousand (9,000) square foot portion of the premises designated by the Seller as ZCH17 and commonly known as No. 30, Bohai Road, Development Area, Tianjin, China and identified on the site plan attached hereto as Schedule 8.8 (the “Tianjin Premises”) by the Seller or any Affiliate thereof including any fee, penalty or similar payment assessed or otherwise required by any Governmental Entity and/or any costs related to the defense of any action brought by a Governmental Entity or a third party) (any permit, license, certification, approval or consent contemplated by this subsection (i), each a “Tianjin Consent”); (ii) the removal or modification of any structure, improvement or fixture, and/or the removal of any personal property, from the Tianjin Premises, provided that such action is required by any Governmental Entity pursuant to applicable law as the result of the failure of the Seller or any Affiliate to obtain any Tianjin Consent; or (iii) the relocation by the Purchaser or its Affiliates from the Tianjin Premises to alternate premises, or the construction of any structure or improvement, to the extent necessary for the Purchaser and its Affiliate to operate the Business as conducted immediately prior to the Initial Closing Date, provided such relocation is a result of any of (i) – (ii) above, including the additional or incremental cost to the Purchaser and its Affiliates of such alternate premises.

(b) To the extent that the Seller shall have the right and standing to do so in its own name, the Seller may challenge any determination by any Governmental Entity giving rise to a claim by any Purchaser Indemnitee pursuant to the terms of this Section 8.8 and, at the Seller’s reasonable request, the Purchaser shall reasonably cooperate with the Seller so long as the Seller promptly reimburses the Purchaser for all out-of-pocket costs and expenses incurred by the Purchaser in connection therewith. If the Seller does not have the right and/or standing to challenge in its own name any determination by any Governmental Entity giving rise to a claim by any Purchaser Indemnitee pursuant to the terms of this Section 8.8, at the Seller’s reasonable request and so long as and to the extent the Purchaser determines such action is commercially reasonable (taking into consideration the on-going operations of

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the Purchaser and its Affiliates in China), the Purchaser shall appeal such determination by such Governmental Entity until a final, non-appealable determination has been rendered. Notwithstanding the foregoing, (i) any claim made by any Purchaser Indemnitee hereunder shall be subject to the procedures and other terms and conditions of Section 8.3, including with respect to any Purchaser Indemnitee’s ability to settle claims made by any Governmental Entity or third party without the Seller’s consent, and (ii) the Seller’s obligations shall not be modified as the result of any delay caused by any challenge or appeal of any determination by any Governmental Entity as contemplated herein.

(c) Notwithstanding the foregoing, the Seller shall have no obligation hereunder to the extent of any Losses incurred by the Purchaser Indemnitees as the result of any Purchaser Indemnitee seeking from or voluntarily disclosing to any Governmental Entity or third party any Tianjin Consent (or lack thereof), unless legally required to do so, prior to the time that any Governmental Entity or third party notifies any Purchaser Indemnitee of its failure to have obtained any Tianjin Consent, or otherwise asserts rights or imposes any obligation on any Purchaser Indemnitee as the result of the failure of the Seller or its Affiliates to obtain any Tianjin Consent.

(d) The Purchaser and any Successor Tianjin Owner shall have the right to assign in whole, but not in part, its rights pursuant to this Section 8.8 in favor of any Person that acquires the Tianjin Premises (each, a “Successor Tianjin Owner”), subject to the limitations set forth herein, and, upon such assignment, the definition of Purchaser Indemnitee shall be modified to include each such Successor Tianjin Owner and its stockholders, directors, officers, employees, agents and Affiliates. The Purchaser and any Successor Tianjin Owner shall provide the Seller with notice of any such assignment made pursuant to this Section 8.8. For the avoidance of doubt, if the rights pursuant to this Section 8.8 are assigned to a Successor Tianjin Owner, the Seller’s indemnification and reimbursement obligations hereunder shall cease with respect to the assignor of such rights and its stockholders, directors, officers,

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employees, agents and Affiliates (each, an “Assignor”), provided that the then-current Successor Tianjin Owner entitled to the rights pursuant to this Section 8.8 may specify in writing amounts by which one or more Assignors may share in its indemnification and reimbursement rights pursuant to this Section 8.8, and, upon receipt by the Seller of such written notice, the Seller’s indemnification and reimbursement obligations to such Assignor(s) shall continue (and such Assignor(s) shall be entitled to make a claim for such indemnification and reimbursement) up to any such amount specified. Also for the avoidance of doubt, regardless of the number of assignments made pursuant to this Section 8.8 or the number of entities sharing in rights to indemnification and reimbursement pursuant to the proviso in the prior sentence, under no circumstances will the Seller be liable to make payments under this Section 8.8 in excess of US $1.75 million in the aggregate.

(e) Notwithstanding anything to the contrary contained herein, any amounts required to be paid by the Seller pursuant to its obligations under this Section 8.8 shall not be subject to the terms and limitations set forth in Section 8.5.”

(x) Section 9.1(d) of the Master Agreement is hereby amended by adding the following as the second sentence of such section:

“For the avoidance of doubt, any duties, value added taxes or any other costs or fees payable by the Seller Group resulting from the debonding of Acquired Assets located in India and China in connection with the Contemplated Transactions shall not be deemed to be Transfer Taxes, and such duties shall be borne solely by the Seller Group.”

(y) Section 9.3(b) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(b) For the purposes of this Section 9.3, any payments made (i) pursuant to Article 8 or 9 hereof or (ii) pursuant to Section 3.04 of the Interim India Agreement will be treated as adjustments to the Purchase Price and the parties shall make appropriate adjustments to any allocation (whether or not an Agreed Allocation) to reflect any adjustments to the Purchase Price.”

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(z) Section 10.1(c) and Exhibit A of the Master Agreement are hereby amended by replacing all references to “MCC Notes” with “MCC Receivables”.

(aa) Section 10.7 of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Each material Shared Contract which, pursuant to its terms, may be assigned in part to the Purchaser, or split or replicated for the benefit of the Purchaser, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”), shall be deemed to be an Assumed Contract hereunder and the Seller shall partially assign to the Purchaser, or split or replicate for the benefit of the Purchaser, as of the Initial Closing, such Contract in accordance with its terms. Each party shall use its Reasonable Efforts prior to the Initial Closing Date to cause the counterparty to each material Shared Contract that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”) to consent to the partial assignment of such Shared Contract to the Purchaser, the split or replication of such Shared Contract for the benefit of the Purchaser, or to otherwise enter into a new Contract with the Purchaser on substantially the same terms as exist under the applicable Shared Contract, in each case as of the Initial Closing. Each such Shared Contract for which the parties have received consent to the partial assignment, or split or replication, shall thereafter be deemed to be an Assumed Contract hereunder and, if applicable, the Seller shall partially assign to the Purchaser as of the Initial Closing such Contract in accordance with its terms.

(b) The Seller shall not take any action to terminate prior to its expiration any Shared Contract that is a Material Contract, or take any action or fail to take any action that would permit the other party to any such Shared Contract to terminate prior to its expiration such Shared Contract, in each case, prior to the date that is twelve (12) months after the Initial Closing Date. Notwithstanding the foregoing, the Seller shall not be required to partially assign to the Purchaser, or split or replicate for the benefit of the Purchaser, at the Initial Closing any of the material Shared Contracts for which consent has not been obtained.

(c) With respect to each Non-Assignable Shared Contract for which the arrangements described in Section 10.7(a) could not be entered into prior to the Initial Closing Date, the Seller agrees to continue to use Reasonable Efforts from and after the Initial Closing Date until the date that is twelve (12) months following the Initial Closing Date to cause the counterparty to each such

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Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to the Purchaser, the split or replication of such Non-Assignable Shared Contract for the benefit of the Purchaser, or to otherwise enter into a new Contract with the Purchaser on substantially the same terms as exist under the applicable Shared Contract. Until any such consent or new Contract is obtained, the Seller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the Initial Closing, in any lawful and reasonable arrangement, to the extent such cooperation would not result in a breach of the terms of such Non-Assignable Shared Contract, and not prohibited under applicable law, which will provide the Purchaser Group the obligations and benefits of any such Non-Assignable Shared Contract with respect to the Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchaser Group any or all of the Seller Group’s rights and obligations with respect to such Non-Assignable Shared Contract with respect to the Business; provided, however, with respect to the Contracts identified on Schedule 10.7(c) of the Seller Disclosure Schedule, the Seller and the Purchaser will use Reasonable Efforts to cooperate until the earlier of two (2) years following the Initial Closing or the expiration of the remaining term of such Contract. In any such arrangement, the Purchaser will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Non-Assignable Shared Contracts, and (v) promptly reimburse the reasonable costs and expenses of the Seller and its Affiliates related thereto. If and when such consents or approvals are obtained or such other required actions have been taken, the partial assignment, or split or replication, of such Non-Assignable Shared Contract will be effected in accordance with the terms of this Agreement.

(d) Notwithstanding the foregoing, with respect to any Shared Contract that was not identified on a list provided to the Purchaser within thirty (30) days after the execution of this Agreement, the Purchaser shall be entitled to notify the Seller that it does not wish to assume in part such Shared Contract and any such Shared Contract will not be deemed an Assumed Contract for any purpose hereunder; provided, that, any such notice by the Purchaser shall have been given to the Seller no later than thirty (30) days after the date on which such Shared Contract has been identified through the electronic data room by the Seller to the Purchaser.

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(e) The Seller and the Purchaser each agree that “Reasonable Efforts” for purposes of this Section 10.7 includes an obligation on the Purchaser to provide financial information, subject to receipt from the counterparty to a Shared Contract of an executed confidentiality agreement, and the Purchaser agrees to, and agrees to cause any of its subsidiaries to, enter into a guaranty, in each case, as may be reasonably requested by the counterparty to a Shared Contract.”

(bb) Section 10.9(a) of the Master Agreement is hereby amended and restated to read in its entirety as follows:

“(a) The Seller and/or its Affiliates have provided certain corporate guarantees (including bank guarantees, parent company guarantees and real property lease guarantees) or have obtained certain performance, bid, customs, warranty, court or indemnity bonds and/or letters of credit or letters of comfort as security for performance of the tenant’s obligations under one or more Assumed Real Property Leases (each, a “Lease Security Instrument”). The Purchaser shall use Reasonable Efforts to, or shall cause its Affiliates to use Reasonable Efforts to, replace and otherwise cause to be released, terminated and returned to Seller the Lease Security Instrument on or prior to the Initial Closing Date or as soon as practicable thereafter. The Purchaser agrees, unconditionally and irrevocably, to reimburse and indemnify the Seller for and against all payments, costs and expenses incurred after the Initial Closing and relating to any Lease Security Instrument that are not replaced, released, terminated or returned on or prior to the Initial Closing Date (provided that the Purchaser shall have no obligation for any payments, costs and/or expenses resulting from Excluded Liabilities), in each case until the complete and unconditional release of the Seller’s and its Affiliates’ obligations with respect thereto. All claims by the Seller hereunder and any reimbursements and indemnities by the Purchaser required hereunder shall be made in accordance with the procedures set forth in Section 8.3, but shall not be subject to the limitations set forth in Section 8.5.”

(cc) Section 10.9 of the Master Agreement is hereby amended by adding a new subsection (f) to read in its entirety as follows:

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“(f) Nothing contained in any Lease/Sublease Agreement, any Joint Use & Occupancy Agreement or any deed or similar agreement resulting in the transfer of real property or any interest therein in connection with the Contemplated Transactions shall limit or alter the rights and obligations of the parties under this Agreement, the Transition Services Agreement or any other Principal Agreement.”

(dd) Each of the following definitions in Exhibit A (“Certain Definitions”) to the Master Agreement is hereby amended and restated to read in its entirety as follows:

“Closing” means the Initial Closing or any Additional Closing, as applicable, and, (i) in the case of the Malaysia Acquired Assets and Malaysia Assumed Liabilities, the Malaysia Closing and (ii) in the case of the India Acquired Assets and India Assumed Liabilities, the India Closing.

“Closing Date” means the Initial Closing Date or any date upon which an Additional Closing occurs, as applicable, and, (i) in the case of the Malaysia Acquired Assets and Malaysia Assumed Liabilities, the Malaysia Closing Date and (ii) in the case of the India Acquired Assets and India Assumed Liabilities, the India Closing Date.

“Employee Matters Agreement” means that certain Employee Matters Agreement of even date herewith by and between the Seller and the Purchaser appended hereto as Exhibit C, as the same may be amended from time to time.

“Initial Closing” means the closing of the sale and purchase of Acquired Assets and the assumption of Assumed Liabilities with respect to any JV Interests or any country for which closing conditions have been satisfied and for which the closing otherwise can reasonably be effected.

“Initial Closing Jurisdictions” means all jurisdictions in which the Business is operated on the Initial Closing Date, other than those countries set forth on Schedule 2.2(b).

“IP Agreement” means that certain Intellectual Property Agreement of even date herewith by and between the Seller and the Purchaser appended hereto as Exhibit B, as the same may be amended from time to time, pursuant to which the Seller will and will cause the other members of the Seller Group that are not Acquired Companies to (i) sell to the Purchaser Group certain Intellectual Property rights owned by them, if any, and used exclusively in the Business, and (ii) license to the Purchaser Group certain Intellectual Property rights owned by the Seller and utilized by the Business.

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“Non-Assignable Shared Contracts” has the meaning set forth in Section 10.7(a).

“Post-Closing Period” means any taxable period that begins on or after the Initial Closing Date, or, (i) in the case of the Malaysia Acquired Assets and Malaysia Assumed Liabilities, any taxable period that begins on or after the Malaysia Closing Date, and (ii) in the case of the India Acquired Assets and India Assumed Liabilities, any taxable period that begins on or after the India Closing Date.

“Pre-Closing Period” means any taxable period that begins before the Initial Closing Date and ends on or before the Initial Closing Date, or, (i) in the case of the Malaysia Acquired Assets and Malaysia Assumed Liabilities, any taxable period that begins before the Malaysia Closing Date and ends on or before the Malaysia Closing Date, and (ii) in the case of the India Acquired Assets and India Assumed Liabilities, any taxable period that begins before the India Closing Date and ends on or before the India Closing Date.

“Transaction Agreements” means the Principal Agreements, the Lease/Sublease Agreements, the Joint Use & Occupancy Agreements, the Transition Services Agreement, the Transfer Documents, the Malaysia Asset Transfer Agreement, the Malaysia Interim Operating Agreement, the Malaysia Side Letter, the Interim India Agreement and any commercial agreements entered into by the parties in connection with the Contemplated Transactions.

(ee) Exhibit A (“Certain Definitions”) to the Master Agreement is hereby amended to delete the definition of “Termination Date” and to add the following definitions:

“Amendment Date” has the meaning set forth in Section 5.14(a).

“Assignor” has the meaning set forth in Section 8.8(d).

“Closing Date Adjustments” has the meaning set forth in Section 2.5(b).

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“Equity Transfer Agreement” means that certain Equity Interest Transfer Agreement dated as of the Initial Closing Date by and between the Purchaser and Motorola (China) Investment Limited with respect to the transfer of equity in the Hangzhou JV.

“Huawei” has the meaning set forth in Section 1.4(j).

“Illinois Action” has the meaning set forth in Section 6.2(a)(iv).

“Illinois Court” has the meaning set forth in Section 6.2(a)(iv).

“India Acquired Assets” means, at any time, the Acquired Assets owned by Motorola India at such time.

“India Assumed Liabilities” means, at any time, the Assumed Liabilities of Motorola India at such time.

“India Closing” has the meaning set forth in Section 2.2(e).

“India Closing Date” has the meaning set forth in Section 2.2(e).

“Interim India Agreement” means that certain Interim India Agreement by and between the Seller and the Purchaser to be entered into at the Initial Closing.

“Motorola India” means Motorola India Private Limited.

“NSN India” means Nokia Siemens Networks Pvt. Ltd.

“Reference Rate” has the meaning set forth in Section 2.1.

“STP License” means license number 15(9)/91-SDA dated June 24, 1991.

“Successor Tianjin Owner” has the meaning set forth in Section 8.8(d).

“Swiss Arbitration” has the meaning set forth in Section 6.2(a)(iv).

“Tianjin Consent” has the meaning set forth in Section 8.8(a).

“Tianjin Premises” has the meaning set forth in Section 8.8(a).

2. No Implied Amendments. Except as specifically amended by this Amendment, the Master Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed.

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3. Effectiveness of Amendment. This Amendment shall be deemed to be a modification to the Master Agreement in accordance with Section 11.7 of the Master Agreement.

4. Benefit of the Agreement. This Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

5. Headings. The headings used in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.

6. Governing Law. This Amendment shall be governed by and interpreted and construed in accordance with the substantive laws of the State of Delaware without regard to applicable choice of law provisions thereof.

7. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement, it being understood that all of the parties need not sign the same counterpart. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail shall be as effective as delivery of a manually executed counterpart of this Amendment.

8. References to Agreement. On and after the date hereof, each reference in the Master Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Master Agreement shall mean the Master Agreement as amended by this Amendment.

[signature page follows]

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IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Amendment No. 1 to the Master Acquisition Agreement to be executed as of the date first above written.

MOTOROLA SOLUTIONS, INC.
By:	/s/        Michael Annes
	Name: Michael Annes
	Title: Corporate Vice President
NOKIA SIEMENS NETWORKS B.V.
By:	/s/    Rajeev Suri
	Name: Rajeev Suri
	Title: Chief Executive Officer
By:	/s/    Gerwin Zott
	Name: Gerwin Zott
	Title: Procura Holder

EX-10.5

Exhibit 10.5

MOTOROLA SOLUTIONS, INC.

AMENDED AWARD DOCUMENT

For the

Motorola Solutions Omnibus Incentive Plan of 2006

Terms and Conditions Related to Employee Nonqualified Stock Options

Recipient:	Gregory Q. Brown	Date of Expiration:	February 22, 2021
Commerce ID#:		Amended Number of Options:	48,489
Date of Grant:	February 22, 2011	Exercise Price:	$38.04
Grant Amended:	March 14, 2011	Amendment Effective Date	February 22, 2011

Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) granted you options to purchase shares of Motorola Solutions common stock (“Options”) under the Motorola Solutions Omnibus Incentive Plan of 2006 (the “Plan”) on February, 22, 2011 (the “Award”). The Award, consisting of 519,887 Options, is hereby amended in accordance with Sections 2 and 21 of the Plan as follows: (i) 471,398 Options are substituted with an equal amount of stock appreciation rights settled in shares of Common Stock of Motorola Solutions, Inc., subject to the terms and conditions set forth in the Motorola Solutions, Inc. Award Document attached hereto as Addendum A; and (ii) 48,489 Options remain outstanding and subject to the terms and conditions of this Amended Award Document. All other terms and conditions remain unchanged, including the Date of Grant, Date of Expiration, and the Exercise Price per Option, which was the Fair Market Value on the Date of Grant, all as stated above. Each Option entitles you to purchase one share of Motorola Solutions common stock on the terms described below and in the Plan. Reference is made to the employment agreement (“Employment Agreement”) by and between Gregory Q. Brown and Motorola, Inc. dated as of the 27th day of August, 2008, as amended from time to time.

Vesting and Exercisability

You cannot exercise the Options until they have vested.

Regular Vesting – The Options will vest in accordance with the following schedule (subject to the other terms hereof); provided that you remain in the employee of the Company through each vesting date:

Percentage of Options that Vest	Vesting Date
The later to occur of (i) the Milestone Date and (ii) the one year anniversary of the grant date.		33 1/3	%
The later to occur of (i) the Milestone Date and (ii) the two year anniversary of the grant date.		33 1/3	%
The later to occur of (i) the Milestone Date and (ii) the three year anniversary of the grant date.		Remainder

-1-

For purposes of this Option grant, “Milestone Date” shall mean the date on which the average closing price of Company common stock for any fifteen consecutive trading days is 110% or greater than the average closing price of Company common stock for fifteen trading days immediately preceding the date of grant.

Exercisability – In general, you may exercise Options at any time after they vest and before they expire as described below. The Employment Agreement contains additional terms regarding the exercisability of your Options under certain circumstances.

Expiration

All Options expire on the earlier of (1) the Date of Expiration as stated above or (2) such earlier date provided for under the terms of the Employment Agreement. Once an Option expires, you no longer have the right to exercise it.

Employment Agreement

The vesting, exercisability and forfeiture of your Options will be subject to the terms of Section 5 of the Employment Agreement.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Solutions or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola Solutions or a Subsidiary or you are placed on Temporary Layoff (as defined below) by Motorola Solutions or a Subsidiary the following will apply:

Vesting of Options – Options will continue to vest in accordance with the vesting schedule set forth above.

Exercising Options – You may exercise Options that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your Options will be determined in accordance with Section 5 of the Employment Agreement.

Other Terms

Method of Exercising – You must follow the procedures for exercising options established by Motorola Solutions from time to time. At the time of exercise, you must pay the Exercise Price for all of the Options being exercised and any taxes that are required to be withheld by Motorola Solutions or a Subsidiary in connection with the exercise. Options may not be exercised for less than 50 shares unless the number of shares represented by the Option is less than 50 shares, in which case the Option must be exercised for the remaining amount.

Transferability – Unless the Committee provides, Options are not transferable other than by will or the laws of descent and distribution.

-2-

Tax Withholding – Motorola Solutions or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the Options. You may satisfy any minimum withholding obligation and additional withholding, if desired, by electing to have the plan administrator retain Option shares having a Fair Market Value on the date of exercise equal to the amount of the withholding obligation.

Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Fair Market Value” is the closing price for a share of Motorola Solutions common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal at www.online.wsj.com.

“Subsidiary” means an entity of which Motorola Solutions owns directly or indirectly at least 50% and that Motorola Solutions consolidates for financial reporting purposes.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Solutions, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Solutions, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Solutions or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and

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does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Solutions, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of your stock option awarded herein is an extraordinary item of compensation. Except as provided in the Employment Agreement, the stock option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Substitute Stock Appreciation Right

Subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended, Motorola Solutions reserves the right to substitute a Stock Appreciation Right for your Options in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of shares as your Option and shall have the same Date of Expiration, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

Acceptance of Terms and Conditions

By accepting the Options and stock appreciation rights as subject to Addendum A, you agree to be bound by these terms and conditions, the Plan and the Stock Option Consideration Agreement.

Other Information about Your Options and the Plan

You can find other information about options and the Plan on the Motorola Solutions website http://my.mot-solutions.com/go/EquityAwards. If you do not have access to the website, please contact Motorola Solutions Global Rewards, 1303 E. Algonquin Road, Schaumburg, IL 60196 USA; GBLRW01@motorolasolutions.com; 847-576-7885; for an order form to request Plan documents.

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ADDENDUM A

MOTOROLA SOLUTIONS, INC.

AWARD DOCUMENT

For the

Motorola Solutions Omnibus Incentive Plan of 2006

Terms and Conditions Related to Substitute Employee Stock Appreciation Rights

Recipient:	Gregory Q. Brown	Date of Expiration:	February 22, 2021
Commerce ID#:		Number of Stock Appreciation Rights:	471,398
Date of Grant:	February 22, 2011	Exercise Price:	$38.04

Motorola Solutions, Inc. (“Motorola Solutions” or the “Company”) is pleased to substitute stock appreciation rights (“SARs”) with respect to 471,398 shares of Motorola Solutions common stock under the Motorola Solutions Omnibus Incentive Plan of 2006 (the “Plan”) for 471,398 options to purchase shares of common stock of Motorola Solutions originally awarded on February 22, 2011. The number of SARs awarded to you and the Exercise Price per share of Motorola Solutions common stock (the “Grant Date FMV”), which is the Fair Market Value on the Date of Grant, are stated above. Each SAR entitles you upon exercise to receive payment from Motorola Solutions in an amount (the “Settlement Amount”) equal to the product of (1) the excess of the Fair Market Value of a share of Motorola Solutions common stock on the date of exercise (the “Exercise Date FMV”) over the Grant Date FMV, multiplied by (2) the number of shares of Motorola Solutions common stock with respect to which the SAR is exercised, such payment to be made in a number of shares of Motorola Solutions common stock equal to the quotient of (x) the Settlement Amount divided by (y) the Exercise Date FMV; provided that any fractional shares will be settled in cash based on the Exercise Date FMV. Reference is made to the employment agreement (“Employment Agreement”) by and between Gregory Q. Brown and Motorola, Inc. dated as of the 27th day of August, 2008, as amended from time to time.

Vesting and Exercisability

You cannot exercise a SAR until it has vested.

Regular Vesting – The SARs will vest in accordance with the following schedule (subject to the other terms hereof); provided that you remain an employee of the Company through each vesting date:

Percentage of SARs that Vest	Vesting Date
The later to occur of (i) the Milestone Date and (ii) the one year anniversary of the grant date.		33 1/3	%
The later to occur of (i) the Milestone Date and (ii) the two year anniversary of the grant date.		33 1/3	%
The later to occur of (i) the Milestone Date and (ii) the three year anniversary of the grant date.		Remainder

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For purposes of this SAR grant, “Milestone Date” shall mean the date on which the average closing price of Company common stock for any fifteen consecutive trading days is 110% or greater than the average closing price of Company common stock for fifteen trading days immediately preceding the date of grant.

Exercisability – In general, you may exercise SARs at any time after they vest and before expire as described below. The Employment Agreement contains additional terms regarding the exercisability of your SARs under certain circumstances.

Expiration

All SARs expire on the earlier of (1) the Date of Expiration as stated above or (2) such earlier date provided for under the terms of the Employment Agreement. Once the SAR expires, you no longer have the right to exercise it.

Employment Agreement

The vesting, exercisability and forfeiture of your SARs will be subject to the terms of Section 5 of the Employment Agreement.

Leave of Absence/Temporary Layoff

If you take a Leave of Absence from Motorola Solutions or a Subsidiary that your employer has approved in writing in accordance with your employer’s Leave of Absence Policy and which does not constitute a termination of employment as determined by Motorola Solutions or a Subsidiary or you are placed on Temporary Layoff (as defined below) by Motorola Solutions or a Subsidiary the following will apply:

Vesting of SAR – SARs will continue to vest in accordance with the vesting schedule set forth above.

Exercising the SAR – You may exercise SARs that are vested or that vest during the Leave of Absence or Temporary Layoff.

Effect of Termination of Employment or Service – If your employment or service is terminated during the Leave of Absence or Temporary Layoff, the treatment of your SAR will be determined in accordance with Section 5 of the Employment Agreement.

Other Terms

Method of Exercising – You must follow the procedures for exercising stock appreciation rights established by Motorola Solutions from time to time. At the time of exercise, you must pay any taxes that are required to be withheld by Motorola Solutions or a Subsidiary in connection with the exercise. SARs may not be exercised for less than 50 shares subject to the SAR unless the number of shares remaining subject to the SAR is less than 50 shares, in which case the SAR must be exercised for the remaining amount.

Transferability – Unless the Committee provides, SARs are not transferable other than by will or the laws of descent and distribution.

Tax Withholding – Motorola Solutions or a Subsidiary is entitled to withhold an amount equal to the required minimum statutory withholding taxes for the respective tax jurisdictions attributable to any share of common stock deliverable in connection with the exercise of the SARs. You may satisfy any minimum withholding obligation and additional withholding, if desired, by electing to have the plan administrator retain shares of Motorola Solutions common stock having a Fair Market Value on the date of exercise equal to the amount of the withholding obligation.

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Definition of Terms

If a term is used but not defined, it has the meaning given such term in the Plan.

“Fair Market Value” is the closing price for a share of Motorola Solutions common stock on the date of grant or date of exercise, whichever is applicable. The official source for the closing price is the New York Stock Exchange Composite Transaction as reported in the Wall Street Journal at www.online.wsj.com.

“Subsidiary” means an entity of which Motorola Solutions owns directly or indirectly at least 50% and that Motorola Solutions consolidates for financial reporting purposes.

“Temporary Layoff” means a layoff or redundancy that is communicated as being for a period of up to twelve months and as including a right to recall under defined circumstances.

Consent to Transfer Personal Data

By accepting this award, you voluntarily acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan. Motorola Solutions, its Subsidiaries and your employer hold certain personal information about you, that may include your name, home address and telephone number, date of birth, social security number or other employee identification number, salary, salary grade, hire date, nationality, job title, any shares of stock held in Motorola Solutions, or details of all options or any other entitlement to shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). Motorola Solutions and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and Motorola Solutions and/or any of its Subsidiaries may each further transfer Data to any third parties assisting Motorola Solutions in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting Motorola Solutions; however, withdrawing your consent may affect your ability to participate in the Plan.

Acknowledgement of Discretionary Nature of the Plan; No Vested Rights

You acknowledge and agree that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by Motorola Solutions or a Subsidiary, in its sole discretion, at any time. The grant of awards under the Plan is a one-time benefit and does not create any contractual or other right to receive an award in the future or to future employment. Nor shall this or any such grant interfere with your right or the Company’s right to terminate such employment relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between you and the Company. Future grants, if any, will be at the sole discretion of Motorola Solutions, including, but not limited to, the timing of any grant, the amount of the award, vesting provisions, and the exercise price.

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No Relation to Other Benefits/Termination Indemnities

Your acceptance of this award and participation under the Plan is voluntary. The value of the SAR awarded herein is an extraordinary item of compensation. Except as provided in the Employment Agreement, the SAR is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments, notwithstanding any provision of any compensation, insurance agreement or benefit plan to the contrary.

Acceptance of Terms and Conditions

By accepting the SARs, you agree to be bound by these terms and conditions, the Plan and the Stock Option Consideration Agreement in connection with the original award of stock options on February 22, 2011.

Other Information about Your SARs and the Plan

You can find other information about stock appreciation rights and the Plan on the Motorola Solutions website http://my.mot-solutions.com/go/EquityAwards. If you do not have access to the website, please contact Motorola Solutions Global Rewards, 1303 E. Algonquin Road, Schaumburg, IL 60196 USA; GBLRW01@motorolasolutions.com; 847-576-7885; for an order form to request Plan documents.

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EX-10.6

Exhibit 10.6

Policyholder: Accident Benefits for Motorola Solutions, Inc.

Policy Number: ADD N04156870

Term of Coverage: January 1, 2011 to January 1, 2012

You are a Covered Person and eligible for coverage under the plan, if you are in the eligible class defined below. For benefits to be payable the Policy must be in force, the required premium must be paid and you must be engaging in one of the Covered Activities described below. If you are not in Active Service on the date your insurance would otherwise be effective, it will go into effect on the date you return to Active Service.

Class Description: All Non-employee Directors of the Policyholder.

Your Dependents (your lawful spouse and unmarried children, subject to the age limits shown in the Policy) are also covered, if they are traveling with you.

Period of Coverage: You will be insured on the later of the Policy Effective Date or the date that you become eligible. Your coverage will end on the earliest of the date: 1) the Policy terminates; 2) you are no longer eligible; or 3) the period ends for which the required premium is paid. Dependents coverage will end on the earliest of the date: 1) he or she is no longer a Dependent; 2) your coverage ends; or 3) the period ends for which the required premium is paid.

Covered Activities

Exposure & Disappearance - Coverage includes exposure to the elements after the forced landing, stranding, sinking, or wrecking of a vehicle in which you were traveling. You are presumed dead if you are in a vehicle that disappears, sinks, or is stranded or wrecked on a trip covered by this Policy; and the body is not found within one year of the Covered Accident.

24-Hour Coverage - We will pay the benefits described in the Policy when you suffer a Covered Accident any time while insured by the Policy. Unless otherwise specified, We will pay benefits only once for a Covered Accident.

Business Travel - The Covered Accident must take place while traveling: 1) on business for the Policyholder; and 2) in the course of the Policyholder’s business. This coverage does not include commuting between home and the place of work.

This coverage will start at the actual start of the trip. It does not matter whether the trip starts at your home, place of work, or other place. It will end on the first of the following dates to occur: 1) the date you return to your home; 2) the date you return to your place of work; or 3) the date your Personal Deviation is more than 14 day(s). “Personal Deviation” means: 1) an activity that is not reasonably related to the Policyholder’s business; and 2) not incidental to the purpose of the trip.

Felonious Assault - The Covered Accident must: 1) take place on the Policyholder’s premises; 2) be in the course of your job; and, 3) be caused by or result directly and independently from a Felonious Assault, as defined below. The assault must be inflicted by a person other than another person covered by the Policy, your Immediate Family Member, or Household Member. A police report detailing the Felonious Assault must be provided.

The Covered Accident must occur during any of the following: 1) actual or attempted robbery or holdup; or 2) actual or attempted kidnapping; or 3) any other type of intentional assault that is a crime classified as a felony by the governing statute or common law in the state where the assault occurred. “Felonious Assault” means a criminal act or an act of physical violence against a person covered by this Policy. “Immediate Family Member” means your parent, sister, brother, husband, wife, or children. “Household Member” means a person who maintains residence at the same address as you.

Hijacking and Air Piracy - The Covered Accident must: 1) take place during the: a) hijacking of an Aircraft; b) air piracy; or c) unlawful seizure or attempted seizure of an Aircraft; and 2) take place while you are in the course of the Policyholder’s business. Coverage begins with the onset of the hijacking or air piracy and continues while you are subject to the control of the person or persons responsible for the hijacking/air piracy and during travel directly to your home or scheduled destinations. “Hijacking” or “Air Piracy,” as used here, means the unlawful seizure or wrongful exercise of control of an aircraft or conveyance, or the crew thereof, in which you are traveling solely as a passenger.

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Owned, Leased, or Controlled Aircraft - The Covered Accident must take place while: 1) you are riding in, or getting on or off of, a covered aircraft; or 2) as a result of you being struck by a covered aircraft. 3) away from the Policyholder’s premises in your city of permanent assignment; 4) on business for the Policyholder; and 5) in the course of the Policyholder’s business.

This coverage will start at the actual start of the trip. It does not matter whether the trip starts at your home, place of work, or other place. It will end on the first of the following dates to occur: 1) the date you return to your home; 2) the date you return to your place of work; or 3) the date your Personal Deviation is more than 14 day(s). “Personal Deviation” means: 1) an activity that is not reasonably related to the Policyholder’s business; and 2) not incidental to the purpose of the trip. An aircraft will be deemed “controlled” by the Policyholder if the Policyholder may use it for more than 10 straight days, or more than 15 days in any year.

Aircraft Restrictions - If the Covered Accident happens while you are riding in, or getting on or off of, an aircraft, We will pay benefits, but only if: 1) you are riding as a passenger only, and not as a pilot or member of the crew (except as provided by the Policy); and 2) the aircraft has a valid certificate of airworthiness; and 3) the aircraft is flown by a pilot with a valid license; and 4) the aircraft is not being used for: (i) crop dusting, spraying, or seeding; firefighting; skywriting; skydiving or hang gliding; pipeline or power line inspection; aerial photography or exploration; racing, endurance tests, stunt or acrobatic flying; or (ii) any operation which requires a special permit from the FAA, even if it is granted (this does not apply if the permit is required only because of the territory flown over or landed on). 5) the aircraft is a military transport aircraft flown by the U.S. Military Airlift Command (MAC), or similar air transport service of another country.

Relocation - The Covered Accident must take place while you are traveling on a Relocation Trip at the expense and direction of the Policyholder. “Relocation Trip” means a trip in connection with your transfer or proposed transfer by the Policyholder to a new worksite.

This coverage will start at the actual start of the trip. It does not matter whether the trip starts at your home, place of work, or other place. It will end on the first of the following dates to occur: 1) the date you return to your home; 2) the date you return to your place of work; or 3) the date your Personal Deviation is more than 14 day(s). “Personal Deviation” means: 1) an activity that is not reasonably related to the Policyholder’s business; and 2) not incidental to the purpose of the trip.

Terrorism - The Covered Accident must: 1) take place while you are on the Policyholder’s premises, or in the course of a) the Policyholder’s business and/or b) your job; and, 2) be caused by or results directly and independently from Terrorism or Terrorist Act, as defined below.

“Terrorism or Terrorist Acts” means an activity that: 1) involves any violent act or any act dangerous to human life and that threatens or causes Injury to persons; and 2) appears to be in any way intended to: a) intimidate or coerce a civilian population; or b) disrupt any segment of a nation’s economy; or c) influence the policy of a government by intimidation or coercion; or d) affect the conduct of a government by mass destruction, assassination, kidnapping, or hostage taking; or e) respond to governmental action or policy. It includes any incident declared to be an act of terrorism by an official, department, or agency that has been specifically authorized by federal statute to make such a determination. It shall also include the use of any nuclear weapon or device or the emission, discharge, dispersal, release, or escape of any solid liquid or gaseous chemical or biological agent.

Description of Benefits

Aggregate Limit - We will not pay more than per Covered Accident: $15,000,000; for all losses. If, in the absence of this provision, We would pay more than this amount for all losses under the policy, then the benefits payable to each person with a valid claim will be reduced proportionately.

Accidental Death and Dismemberment Benefits - If your Injury results, within 365 days from the date of a Covered Accident, in any one of the losses shown below, We will pay the Benefit Amount shown below for that loss. Your Principal Sum is $500,000. Your spouse’s Principal Sum is $50,000. Your child’s Principal Sum is $25,000. If multiple losses occur, only one Benefit Amount, the largest, will be paid for all losses due to the same Covered Accident.

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Schedule of Covered Losses

Covered Loss Benefit Amount

Life	100	%	of the Principal Sum
Two or more Members	100	%	of the Principal Sum
Quadriplegia	100	%	of the Principal Sum
One Member	50	%	of the Principal Sum
Hemiplegia	75	%	of the Principal Sum
Paraplegia	75	%	of the Principal Sum
Thumb and Index Finger of the Same Hand	25	%	of the Principal Sum

“Quadriplegia” means total Paralysis of both upper and lower limbs. “Hemiplegia” means total Paralysis of the upper and lower limbs on one side of the body. “Paraplegia” means total Paralysis of both lower limbs or both upper limbs. “Paralysis” means total loss of use. A Doctor must determine the loss of use to be complete and not reversible at the time the claim is submitted.

“Member” means Loss of Hand or Foot, Loss of Sight, Loss of Speech and Loss of Hearing. “Loss of Hand or Foot” means complete Severance through or above the wrist or ankle joint. “Loss of Sight” means the total, permanent Loss of Sight of one eye. “Loss of Speech” means total and permanent loss of audible communication that is irrecoverable by natural, surgical or artificial means. “Loss of Hearing” means total and permanent Loss of Hearing in both ears that is irrecoverable and cannot be corrected by any means. “Loss of a Thumb and Index Finger of the Same Hand” means complete Severance through or above the metacarpophalangeal joints of the same hand (the joints between the fingers and the hand). “Severance” means the complete separation and dismemberment of the part from the body.

Coma Benefit - We will pay 1% of the Principal Sum per month up to 11 months and thereafter in a lump sum of 100% of the Principal Sum if you become Comatose within 31 days of a Covered Accident and remain in a Coma for at least 31 days. We reserve the right, at the end of the first 31 days of Coma, to require proof that you remain Comatose. This proof may include, but is not limited to, requiring an independent medical examination at Our expense. Monthly payments will end on the first of the following dates: 1) the end of the month in which you die; 2) the end of the 11th month for which this benefit is payable; 3) the end of the month in which you recover from the Coma.

You are deemed “Comatose” or in a “Coma” if you are in a profound stupor or state of complete and total unconsciousness, as the result of a Covered Accident.

Disability Benefit (Permanent Total Disability) (Does not apply to Dependents) - We will pay 100% of the Principal Sum if you are under age 70 and Permanently Totally Disabled as a direct result of, and from no other cause but, a Covered Accident. Permanent Total Disability must begin within 365 days from the date of your Covered Accident. Disability Benefits will begin when: 1) the applicable Benefit Waiting Period of 365 days is satisfied; and 2) you provide satisfactory proof of Permanent Total Disability to Us.

“Total Disability” or “Totally Disabled” means, due to an Injury from a Covered Accident, you: 1) if employed, cannot do any work for which you are, or may become, qualified by reason of education, experience or training; and 2) if not employed, cannot perform the normal and customary activities of a healthy person of like age and sex. “Permanent Total Disability” or “Permanently Totally Disabled” means you are Totally Disabled and are expected to remain so disabled, as certified by a Doctor, for the rest of your life. Permanent Total Disability must be the result of the same Covered Accident that caused the Total Disability.

Emergency Medical Benefits - We will pay up to $10,000 for Covered Expenses incurred for emergency medical services to treat you if you: 1) suffer a Medical Emergency during the course of a Trip; and 2) are traveling 100 miles or more away from your place of permanent residence. Covered Expenses include expenses for guarantee of payment to a medical provider, Hospital or treatment facility. Benefits for these Covered Expenses will not be payable unless the charges incurred: 1) are Medically Necessary and do not exceed the charges for similar treatment, services or supplies in the locality where the expense is incurred; and 2) do not include charges that would not have been made if there were no insurance. Benefits will not be payable unless We authorize in writing, or by an authorized electronic or telephonic means, all expenses in advance, and services are rendered by Our assistance provider.

Emergency Medical Evacuation Benefit - We will pay 100% of Covered Expenses incurred for your medical evacuation if you: 1) suffer a Medical Emergency during the course of the Trip; 2) require Emergency Medical Evacuation; and 3) are traveling 100 miles or more away from your place of permanent residence. Covered Expenses; 1) Medical Transport: expenses for transportation under medical supervision to a different hospital, treatment facility or to your place of residence for Medically Necessary treatment in the event of your Medical Emergency and upon the request of the Doctor designated by

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Our assistance provider in consultation with the local attending Doctor. 2) Dispatch of a Doctor or Specialist: the Doctor’s or specialist’s travel expenses and the medical services provided on location, if, based on the information available, your condition cannot be adequately assessed to evaluate the need for transport or evacuation and a doctor or specialist is dispatched by Our service provider to your location to make the assessment. 3) Return of Dependent Child(ren): expenses to return each Dependent child who is under age 18 to his or her principal residence if a) you are age 18 or older; and b) you are the only person traveling with the minor Dependent child(ren); and c) you suffer a Medical Emergency and must be confined in a Hospital. 4) Escort Services: expenses for an Immediate Family Member or companion who is traveling with you to join you during your emergency medical evacuation to a different hospital, treatment facility or your place of residence.

Benefits for these Covered Expenses will not be payable unless: 1) the Doctor ordering the Emergency Medical Evacuation certifies the severity of your Medical Emergency requires an Emergency Medical Evacuation; 2) all transportation arrangements made for the Emergency Medical Evacuation are by the most direct and economical conveyance and route possible; 3) the charges incurred are Medically Necessary and do not exceed the Usual and Customary Charges for similar transportation, treatment, services or supplies in the locality where the expense is incurred; and 4) do not include charges that would not have been made if there were no insurance.

Benefits will not be payable unless We authorize in writing, or by an authorized electronic or telephonic means, all expenses in advance, and services are rendered by Our assistance provider. In the event you refuse to be medically evacuated, we will not be liable for any medical expenses incurred after the date medical evacuation is recommended.

Repatriation of Remains Benefit - We will pay 100% of Covered Expenses for preparation and return of your body to your home if you die as a result of a Medical Emergency while traveling 100 miles or more away from your place of permanent residence. Covered expenses include: 1) expenses for embalming or cremation; 2) the least costly coffin or receptacle adequate for transporting the remains; 3) transporting the remains; and 4) Escort Services which include expenses for an Immediate Family Member or companion who is traveling with you to join your body during the repatriation to your place of residence.

All transportation arrangements must be made by the most direct and economical route and conveyance possible and may not exceed the Usual and Customary Charges for similar transportation in the locality where the expense is incurred. Benefits will not be payable unless We authorize in writing, or by an authorized electronic or telephonic means, all expenses in advance, and services are rendered by Our assistance provider.

Special Adaptation Benefit - We will pay 10% of the Principal Sum up to $10,000, if you suffer a “Presumptive Disability” and require a special housing adaptation or a special Vehicle to accommodate the disability. Benefits will not be payable unless your Doctor certifies them as necessary. “Presumptive Disability” means We will presume you are Totally Disabled if you suffer the complete and irrecoverable loss of sight of both eyes, speech, hearing in both ears, or of any two limbs, hands or feet, provided the loss occurs within one year of the Covered Accident. “Vehicle” means a private passenger land motor vehicle. It includes automobiles, vans, and four wheel drive vehicles. It does not include a vehicle used for farming, commercial business, racing or any type of competitive speed event.

Special Counseling Benefit - We will pay $100 per session for up to 10 counseling sessions for mental health counseling to assist you in dealing with a Covered Loss, if you suffer a Covered Loss for which benefits are payable; and obtain mental health counseling. The Maximum Amount for this benefit is $1,000 per Covered Loss.

Exclusions and Limitations: We will not pay benefits for any loss or Injury that is caused by, or results from:

• intentionally self-inflicted Injury.

• suicide or attempted suicide.

• war or any act of war, whether declared or not (except as provided by the Policy).

• a Covered Accident that occurs while on active duty service in the military, naval or air force of any country or international organization. Upon Our receipt of proof of service, We will refund any premium paid for this time. Reserve or National Guard active duty training is not excluded unless it extends beyond 31 days.

• sickness, disease, bodily or mental infirmity, bacterial or viral infection, or medical or surgical treatment thereof, except for any bacterial infection resulting from an accidental external cut or wound or accidental ingestion of contaminated food.

This insurance does not apply to the extent that trade or economic sanctions or regulations prohibit Us from providing insurance, including, but not limited to, the payment of claims.

War Risk Coverage: We will pay benefits for Covered Losses due to Covered Accidents resulting from war or acts of war anywhere in the world, except the following countries:

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• the United States

• The Covered Person’s Home Country

• The Covered Person’s Country of Permanent Assignment

The war exclusion is deleted to the extent coverage is provide by the terms and conditions of War Risk Coverage.

“Home Country” means a country from which you hold a passport. If you hold passports from more than one Country, your Home Country will be the country that you declared to Us in writing as your Home Country.

“Country of Permanent Assignment” means a country, other than your Home Country, in which the Policyholder requires you to work for a period of time that exceeds 180 continuous days.

We will not pay more than $15,000,000 per occurrence for war risk benefits. This limit shall apply to Injuries sustained from all acts of war in a consecutive 72-hour period. If but for this limit We would pay more than $15,000,000, then the benefits We will pay to each Covered Person will be reduced in the same proportion, so that the total amount We will pay for war risk coverage is $15,000,000.

Definitions: “Covered Accident” means an accident that occurs while coverage is in force for you and results directly of all other causes in a loss or Injury covered by the Policy for which benefits are payable. “Covered Person” means any eligible person for whom the required premium is paid. “Injury” means accidental bodily harm sustained by you that results directly from all other causes from a Covered Accident. All injuries sustained by one person in any one Covered Accident, including all related conditions and recurrent symptoms of these injuries, are considered a single Injury. “Medical Emergency” means a condition caused by an Injury or Sickness that manifests itself by symptoms of sufficient severity that a prudent lay person possessing an average knowledge of health and medicine would reasonably expect that failure to receive immediate medical attention would place the health of the person in serious jeopardy. “Sickness” means an illness, disease or condition that causes a loss for which you incur medical expenses while covered under this Policy. All related conditions and recurrent symptoms of the same or similar condition will be considered one Sickness. “Trip” means travel by air, land, or sea from your Home Country. “We, Our, Us” means the insurance company underwriting this insurance or its authorized agent.

You must notify ACE USA within 90 days of an Accident or Loss. If notice cannot be given within that time, it must be given as soon as reasonably possible. This notice should identify you, your employer, and the Policy Number.

Policy Number: ADD N04156870, Underwritten by ACE American Insurance Company, 436 Walnut Street, Philadelphia, PA 19106

Contact Information: For customer service, eligibility verification, plan information, or to file a claim, contact: ACE USA at 800-336-0627 (from inside the U.S.) or 302-476-6194 (from outside the U.S.); fax 302-467-6154 for claims or inquiries or e-mail diane.basa@acegroup.com. Mail claims to: ACE USA, PO Box 15417, Wilmington, DE 19850. For medical evacuation, repatriation, or other assistance services call: Europ Assistance at 800-243-6124 (inside the U.S.) or call collect 202-659-7803 (from outside the U.S.) or e-mail OPS@europassistance-usa.com.

To access ACE’s Travel Assistance Website go to www.acetravelassistance.com and enter your user ID and password (shown on your Travel Assistance ID card).

Travel Assistance Services: In addition to the insurance protection provided by this plan, ACE USA has arranged with Europ Assistance USA to provide you with access to its travel assistance services around the world. These services include:

• Medical Assistance including referral to a doctor or medical specialist, medical monitoring when you are hospitalized, emergency medical evacuation to an adequate facility, medically necessary repatriation, and return of mortal remains.

• Personal Assistance including pre-trip medical referral information and while you are on a trip: emergency medication, embassy and consular information, lost document assistance, emergency referral to a lawyer, translator or interpreter access, medical benefits verification, and medical claims assistance.

• Travel Assistance including emergency travel arrangements, arrangements for the return of your traveling companion or dependents, and vehicle return.

• Access to a secure, web-based system for tracking global threats and health or location based risk intelligence.

• Crisis hotline and on the ground security assistance to help address safety concerns or to secure immediate assistance while traveling.

When you call, please be prepared with the following information: 1) name of caller, phone number, fax number, and relationship to the Covered Person; 2) Covered Person’s name, age, sex, and the policy number for your insurance plan, and

CL2 EXHIBIT Page 5

your Plan Number (01AH585); 3) a description of the insured’s condition; 4) name, location, and telephone number of the hospital or other service provider; and 5) other insurance information including health insurance, workers’ compensation, or auto insurance if the insured was involved in an accident.

This information provides you with a brief outline of the services available to you. These services are subject to the terms and conditions of the Policy under which you are insured. A third party vendor may provide services to you. Europ Assistance makes every effort to refer you to appropriate medical and other service providers. It is not responsible for the quality or results of service provided by independent providers. In all cases, the medical provider, facility, legal counsel, or other professional service provider suggested by Europ Assistance are not employees or agents of Europ Assistance and the choice of provider is yours alone. Europ Assistance assumes no liability for the services provided to you under this arrangement, nor is it liable for any negligence or other wrongful acts or omissions of any of the legal or health care professionals providing services to you. Travel assistance services are not available if your coverage under the Policy providing insurance benefits is not in effect.

This Description of Coverage is a brief description of the important features of the insurance plan. It is not a contract of insurance. The terms and conditions of coverage are set forth in the Policy issued to your employer. The Policy is subject to the laws of the state in which it was issued. Coverage may not be available in all states or certain terms or conditions may be different if required by state law. Please keep this information as a reference.

CL2 EXHIBIT Page 6

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Gregory Q. Brown, Chief Executive Officer, Motorola Solutions, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Motorola Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2011

/s/ GREGORY Q. BROWN

Gregory Q. Brown

Co-Chief Executive Officer

Motorola Solutions, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Edward J. Fitzpatrick, Senior Vice President and Chief Financial Officer, Motorola Solutions, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Motorola Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2011

/s/ EDWARD J. FITZPATRICK

Edward J. Fitzpatrick

Senior Vice President and

Chief Financial Officer

Motorola Solutions, Inc.

EX-32.1

Exhibit 32.1

CERTIFICATION

I, Gregory Q. Brown, Chief Executive Officer, Motorola Solutions, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

(1) the quarterly report on Form 10-Q for the period ended April 2, 2011 (the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.

This certificate is being furnished solely for purposes of Section 906.

Dated: May 2, 2011

/s/ GREGORY Q. BROWN

Gregory Q. Brown

Chief Executive Officer

Motorola Solutions, Inc.

EX-32.2

Exhibit 32.2

CERTIFICATION

I, Edward J. Fitzpatrick, Senior Vice President and Chief Financial Officer, Motorola Solutions, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), that, to my knowledge:

(1) the quarterly report on Form 10-Q for the period ended April 2, 2011 (the “Quarterly Report”), which this statement accompanies fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of Motorola Solutions, Inc.

This certificate is being furnished solely for purposes of Section 906.

Dated: May 2, 2011

/s/ EDWARD J. FITZPATRICK

Edward J. Fitzpatrick

Senior Vice President and

Chief Financial Officer

Motorola Solutions, Inc.