8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2014

Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

1-7221	36-1115800
(Commission File Number)	(IRS Employer Identification No.)
1303 East Algonquin Road Schaumburg, Illinois	60196
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 576-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The information in this Form 8-K that is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On April 15, 2014, Motorola Solutions, Inc. (the “Company”) issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1 announcing that it expects revenue for the quarter ended March 29, 2014 to be $1.8 billion, down approximately 9% from the first quarter of 2013, and now expects full year sales to decline low single digits while operating margins are expected to be comparable to previous guidance. The Company also announced its expectations for certain first quarter 2014 operating results.

Item 7.01. Regulation FD Disclosure.

The Company will host a live webcast with audio and slides, to review the transaction described below in Item 8.01 and our preliminary earnings results, at 8:30 a.m. Eastern time, on April 15, 2014. The webcast will be available to the public on Motorola Solutions’ website at www.motorolasolution.com/investor. A replay of the webcast and related materials will be available at that site. The slide presentation is attached to this Current Report on Form 8-K and furnished as Exhibit 99.2

A copy of the joint press release issued by the Company and Zebra Technologies Corporation on April 15, 2014 announcing the transaction described below in Item 8.01 is attached to this Current Report on Form 8-K and furnished as Exhibit 99.3.

Item 8.01. Other

On April 14, 2014, the Company entered into a Master Acquisition Agreement (the “Acquisition Agreement”) with Zebra Technologies Corporation (the “Purchaser”) to purchase the Enterprise business of the Company. The Purchaser has agreed to pay $3.45 billion in cash to the Company on the closing date of the transaction. Certain assets of the Company relating to the Enterprise business will be excluded from the transaction and retained by the Company, including the Company’s iDEN infrastructure business, and other assets and certain liabilities as specified in the Acquisition Agreement. The terms of the Acquisition Agreement, including the conditions thereto, will be described in a subsequent filing on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 15, 2014 announcing preliminary earnings results for the fiscal quarter ended March 29, 2014 and updated guidance.
99.2	Slide Presentation dated April 15, 2014
99.3	Joint Press Release dated April 15, 2014 announcing the sale of the Enterprise business to Zebra Technologies Corporation.

SIGNATURE

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 hereunto duly authorized.

	MOTOROLA SOLUTIONS, INC. (Registrant)
Dated: April 15, 2014	By:	/s/ Gino A. Bonanotte
		Name:	Gino A. Bonanotte
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 15, 2014 announcing preliminary earnings results for the fiscal quarter ended March 29, 2014 and updated guidance.
99.2	Slide Presentation dated April 15, 2014
99.3	Joint Press Release dated April 15, 2014 announcing the sale of the Enterprise business to Zebra Technologies Corporation.

EX-99.1

Exhibit 99.1

Motorola Solutions Reports Preliminary Fiscal 2014

First Quarter Results

SCHAUMBURG, Ill. – April 15, 2014 – Motorola Solutions, Inc. (NYSE: MSI) today announced preliminary financial results for its first quarter 2014. Sales results were below the company’s previous revenue outlook, primarily due to softer demand in the North America Government business along with lower than anticipated Enterprise sales. Non-GAAP earnings per share were within the range of the company’s previous earnings outlook. First quarter sales are expected to be approximately $1.8 billion, down approximately 9 percent from the first quarter of 2013. Full-year total company 2014 sales are now expected to decline low single digits while operating margins are expected to be comparable to previous guidance. This full-year sales outlook assumes Enterprise growth and a low- to mid-single digit decline for the combined Government and iDEN business. The company will provide full earnings results on its call, now scheduled for May 1.

GAAP operating earnings in the first quarter of 2014 are expected to be $170 million or 9.4 percent of sales. GAAP earnings per share are expected to be $0.49.

Non-GAAP* operating earnings in the first quarter are expected to be $212 million or 11.8 percent of sales. Non-GAAP earnings per share for the quarter are expected to be $0.50, within the company’s previous guidance.

Greg Brown, chairman and CEO of Motorola Solutions, said: “Revenues in the quarter did not meet our expectations due primarily to lower than expected volumes in our North America Government business in addition to a push out of certain Enterprise orders late in the quarter. While revenues were less than anticipated in the first quarter, we remain confident that we are well positioned for long-term profitable growth based on our strong pipeline position. We remain committed to our value creation strategy for our shareholders, which combines profitable growth with significant and consistent capital return programs.”

In a separate press release issued today, Motorola Solutions announced the sale of its Enterprise business to Zebra Technologies for $3.45 billion. The release can be found on the company’s website at www.motorolasolutions.com/investor.

Transaction Conference Call and Webcast

Investors are invited to listen to a live webcast of the Motorola Solutions conference call discussing the announced pending transaction between Motorola Solutions and Zebra. The conference call will be held at 8:30 a.m. U.S. Eastern Daylight Time today. To listen to the call, visit the company’s website at www.motorolasolutions.com/investor.

First Quarter Conference Call and Webcast

Motorola Solutions will host its quarterly conference call beginning at 8 a.m. U.S. Eastern Daylight Time on Thursday, May 1. The conference call will be webcast live with audio and slides at www.motorolasolutions.com/investor.

Use of Non-GAAP Financial Information

In addition to the GAAP results included in this presentation, Motorola Solutions also has included Non-GAAP measurements of results. We have provided these Non-GAAP measurements to help investors better understand our core operating performance, enhance comparisons of core operating performance from period to period and allow better comparisons of operating performance to our competitors. Among other things, management uses these operating results, excluding the identified items, to evaluate performance of the businesses and to evaluate results relative to certain incentive compensation targets. Management uses operating results excluding these items because it believes this measurement enables it to make better period-to-period evaluations of the financial performance of core business operations. The Non-GAAP measurements are intended only as a supplement to the comparable GAAP measurements and the company compensates for the limitations inherent in the use of Non-GAAP measurements by using GAAP measures in conjunction with the Non-GAAP measurements. As a result, investors should consider these Non-GAAP measurements in addition to, and not in substitution for or as superior to, measurements of financial performance prepared in accordance with GAAP.

*Non-GAAP financial information excludes from GAAP results the effects of share-based compensation expense, intangible assets amortization expense and highlighted items.

Highlighted items: The company has excluded the effects of highlighted items (and any reversals of highlighted items recorded in prior periods) from its Non-GAAP operating expenses and net income measurements because the company believes that these historical items do not reflect expected future operating earnings or expenses and do not contribute to a meaningful evaluation of the company’s current operating performance or comparisons to the company’s past operating performance.

Share-based compensation expense: The company has excluded share-based compensation expense from its Non-GAAP operating expenses and net income measurements. Although share-based compensation is a key incentive offered to our employees and the company believes such compensation contributed to the revenue earned during the periods presented and also believes it will contribute to the generation of future period revenues, the company continues to evaluate its performance excluding share-based compensation expense primarily because it represents a significant non-cash expense. Share-based compensation expense will recur in future periods.

Intangible assets amortization expense: The company has excluded intangible assets amortization expense from its Non-GAAP operating expenses and net income measurements, primarily because it represents a significant non-cash expense and because the company evaluates its performance excluding intangible assets amortization expense. Amortization of intangible assets is consistent in amount and frequency but is significantly affected by the timing and size of the company’s acquisitions. Investors should note that the use of intangible assets contributed to the company’s revenues earned during the periods presented and will contribute to the company’s future period revenues as well. Intangible assets amortization expense will recur in future periods.

Details of the above items and reconciliations of the Non-GAAP measurements to the corresponding GAAP measurements can be found at the company’s website at www.motorolasolutions.com/investor.

Business Risks

This press release contains “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 actual or 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 release. Such forward-looking statements include, but are not limited to, Motorola Solutions’ expected results for the first quarter of 2014 and financial outlook for the full year of 2014, statements regarding the proposed transaction to sell the Enterprise business to Zebra technologies, and the return of capital to shareholders. Motorola Solutions cautions the reader that the risk factors below, as well as those on pages 10 through 21 in Item 1A of Motorola Solutions, Inc.’s 2013 Annual Report on Form 10-K and in its other SEC filings available for free on the SEC’s website at www.sec.gov and on Motorola Solutions’ website at www.motorolasolutions.com, could cause Motorola Solutions’ actual results to differ materially from those estimated or predicted in the forward-looking statements. Many of these risks and uncertainties cannot be controlled by Motorola Solutions and factors that may impact forward-looking statements include, but are not limited to: (1) the satisfaction of the conditions to closing (including receipt of regulatory approvals) of the transaction to sell the Enterprise business to Zebra Technologies; (2) the expected timeline for completing such transaction; (3) the ability of Motorola Solutions to return proceeds of the transaction to its shareholders and the timing thereof; (4) the economic outlook for the government and enterprise communications industries; (5) the level of demand for the company’s products, particularly if businesses and governments defer or cancel purchases in response to tighter credit or as a result of the pending transaction to sell the Enterprise business to Zebra Technologies; (6) the company’s ability to introduce new products and technologies in a timely manner; (7) negative impact on the company’s business from global economic conditions, including sequestration in the United States, which may include: (i) continued deferment or cancellation of purchase orders by customers; (ii) the inability of customers to obtain financing for purchases of the company’s products; (iii) increased demand to provide vendor financing to customers; (iv) increased financial pressures on third-party dealers, distributors and retailers; (v) the viability of the company’s suppliers that may no longer have access to necessary financing; (vi) counterparty failures negatively impacting the company’s financial position; (vii) changes in the value of investments held by the company’s pension plan and other defined benefit plans, which could impact future required or voluntary pension contributions; and (viii) the company’s ability to access the capital markets on acceptable terms and conditions; (8) the impact of foreign currency fluctuations on the company when competing for business in foreign markets; (9) the outcome of currently ongoing and future tax matters; (10) the company’s ability to purchase sufficient materials, parts and components to meet customer demand, particularly in light of global economic conditions; (11) risks related to dependence on certain key suppliers, subcontractors, third-party distributors and other representatives; (12) the impact on the company’s performance and financial results from strategic acquisitions or divestitures, including the sale of the Enterprise business and those that may occur in the future; (13) risks related to the company’s manufacturing and business

operations in foreign countries; (14) the creditworthiness of the company’s customers and distributors, particularly purchasers of large infrastructure systems; (15) exposure under large systems and managed services contracts, including risks related to the fact that certain customers require that the company build, own and operate their systems, often over a multi-year period; (16) the ownership of certain logos, trademarks, trade names and service marks including “MOTOROLA” by Motorola Mobility Holdings, Inc.; (17) variability in income received from licensing the company’s intellectual property to others, as well as expenses incurred when the company licenses intellectual property from others; (18) unexpected liabilities or expenses, including unfavorable outcomes to any pending or future litigation or regulatory or similar proceedings; (19) the impact of the percentage of cash and cash equivalents held outside of the United States; (20) the ability of the company to pay future dividends due to possible adverse market conditions or adverse impacts on the company’s cash flow; (21) the ability of the company to repurchase shares under its repurchase program due to possible adverse market conditions or adverse impacts on the company’s cash flow; (22) the impact of changes in governmental policies, laws or regulations; (23) negative consequences from the company’s outsourcing of various activities, including certain business operations, information technology and administrative functions; and (24) the impact of our multi-year phased upgrade and consolidation of our enterprise resource planning systems into a single global platform. Motorola Solutions undertakes no obligation to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.

About Motorola Solutions

Motorola Solutions is a leading provider of mission-critical communication solutions and services for enterprise and government customers. Through leading-edge innovation and communications technology, it is a global leader that enables its customers to be their best in the moments that matter. Motorola Solutions trades on the New York Stock Exchange under the ticker “MSI.” To learn more, visit www.motorolasolutions.com. For ongoing news, please visit our newsroom or subscribe to our news feed.

Media Contacts

Nick Sweers

Motorola Solutions

+1 847-576-2462

nicholas.sweers@motorolasolutions.com

Investor Contacts

Shep Dunlap

Motorola Solutions

+1 847-576-6899

shep.dunlap@motorolasolutions.com

MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. ©2014 Motorola Solutions, Inc. All rights reserved.

Non-GAAP-1

Motorola Solutions, Inc. and Subsidiaries

Non-GAAP Adjustments (Intangibles Amortization Expense, Stock-Based Compensation Expense and Highlighted Items)

Q1 2014

Highlighted Items	Statement Line	PBT (Inc)/Exp			Tax Inc/(Exp)			PAT (Inc)/Exp			EPS impact
Intangibles amortization expense	Intangibles amortization	$	5		$	1		$	4		$	0.02
Share-based compensation expense	Cost of sales, SG&A and R&D		36			11			25			0.10
Reorganization of business charges	Cost of sales and Other charges		22			6			16			0.06
Gain on sale of building and land	Other charges		(21	)		(8	)		(13	)		(0.05	)
Recognition of previously unrecognized income tax benefits	Income tax expense		—			30			(30	)		(0.12	)
Total impact on Net earnings		$	42		$	40		$	2		$	0.01

Non-GAAP-2

Motorola Solutions, Inc. and Subsidiaries

Operating Earnings after Non-GAAP Adjustments

Q1 2014

Net sales	$	1,801
Operating earnings (“OE”)	$	170
Above-OE non-GAAP adjustments:
Share-based compensation expense		36
Reorganization of business charges		22
Intangibles amortization expense		5
Gain on sale of building and land		(21	)
Total above-OE non-GAAP adjustments		42
Operating earnings after non-GAAP adjustments	$	212
Operating earnings as a percentage of net sales—GAAP		9.4	%
Operating earnings as a percentage of net sales—after non-GAAP adjustments		11.8	%

EX-99.2

Exhibit 99.2

MSI to Sell Enterprise

Business

Global Leader in Mission-Critical Public Safety

Communications

APRIL 15, 2014

SAFE HARBOR

A number of forward-looking statements will be made during this presentation. Forward-looking statements are any statements that are not historical facts. These forward-looking statements are based on the current expectations of Motorola Solutions, and 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. 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 presentation.

Information about factors that could cause, and in some cases have caused, such differences can be found on pages 10 through 21 in Item 1A of Motorola Solutions’ 2013 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/investor

This presentation is being made on the 15th of April 2014. The content of this presentation contains time-sensitive information that is accurate only as of the time hereof. If any portion of this presentation is rebroadcast, retransmitted or redistributed at a later date, Motorola Solutions will not be reviewing or updating the material that is contained herein.

Page 2

USE OF NON-GAAP MEASURES

In addition to the GAAP results provided during this event, Motorola Solutions has provided certain non-GAAP measurements. Motorola Solutions has provided these non-GAAP measurements as a measure to help investors better understand its core operating performance, enhance comparisons of Motorola Solutions’ core operating performance from period to period and to allow better comparisons of Motorola Solutions’ operating performance to that of its competitors. Among other things, the Company’s management uses these operating results, excluding the identified items, to evaluate the performance of its businesses and to evaluate results relative to incentive compensation targets.

Management uses operating results excluding these items because they believe this measure enables them to make better period-to-period evaluations of the financial performance of its core business operations. There are inherent limitations in the use of operating results excluding these items because the company’s GAAP results include the impact of these items. The non-GAAP measures are intended only as a supplement to the comparable GAAP measures and the Company compensates for the limitations inherent in the use of non-GAAP measures by using GAAP measures in conjunction with the non-GAAP measures. As a result, investors should consider these non-GAAP measures in addition to, and not in substitution for, or as superior to, measures of financial performance prepared in accordance with GAAP.

Details of these items and reconciliations of the non-GAAP measurements provided during this presentation to GAAP measurements can be found in the Appendix to this presentation and on Motorola Solutions’ website at www.motorolasolutions.com/investor.

Page 3

TRANSACTION OVERVIEW

Strategic rationale

Government and Enterprise businesses have differentiated customer channels and opportunities Positions Zebra as an industry leader in enterprise asset intelligence

Positions MSI as a singularly focused leader in mission critical communications

Great franchise with an excellent leadership position and strong install base of customers More than $6B in revenue with presence in more than 100 countries Stable, long-term growth in core business with demonstrated operating leverage Improved cash flow stability and increasing recurring revenue streams

Attractive valuation for the Enterprise business for MSI shareholders

$3.45B valuation in all cash deal, effectively tax free to MSI

Expect proceeds to be returned to shareholders in timely manner

Provides opportunity for sustainable capital return and leverage aligned with stable business profile

Expect to close transaction by end of 2014

Subject to customary closing conditions and regulatory approvals

MSI REMAINING BUSINESS OVERVIEW

Products Services

$4.1B in sales* $2.1B in sales*

18.8% OE** 18.0% OE**

Core public safety and commercial systems & Systems integration, managed services, smart

devices public safety

Worldwide leadership position

* Proforma 2013 sales are Government and iDEN combined. ** OE = Proforma non-GAAP operating earnings and includes corporate costs previously allocated to Enterprise business

Page 5

COMPETITIVELY DIFFERENTIATED BUSINESS

TECHNOLOGY

DOMAIN EXPERTISE

GO TO MARKET

SCALE

STRONG FINANCIAL POSITION

Unparalleled product portfolio breadth and depth Backwards compatible & forward migratable

More than 70 years of public safety and radio experience Leader in developing industry standards Deep expertise that anticipates market shifts & solutions

800+ sales force & extensive partner network Presence in more than 100 countries

Global customer base with 10,000+ systems installed R&D and technology leadership Significant industry leadership position

$6B* in revenues, 4.3% CAGR 2007-2013** Strong margin expansion & FCF generation *** Strong backlog position, currently $5.4B

* Proforma FY’13 annual number for Government business, excluding iDen; ** Government excluding iDen; *** Free Cash Flow = operating cash flow less capital expenditures

Page 6

DIVERSIFIED REVENUE

2013 Revenue 2013 Revenue 2013 Revenue by technology** by service** by region**

*

Apps IDEN

Public safety Support Latin America

2% 3% radio systems Services 8% Accessories 38% 46% Asia Pacific 6% Middle East 13%

Europe Africa

16% North America 63%

Services

Integration 32% PCR Managed Services 19% Services 46% 8%

* iDEN includes services ** Proforma Page 7

MULTIPLE GROWTH DRIVERS

CORE BUSINESS GROWTH GROWTH ADJACENCIES

UNDERPENETRATED GEOGRAPHIES & DRIVE NEW PRODUCT TRANSITIONS

VERTICAL EXPANSION

ANALOG TO DIGITAL MIGRATION PUBLIC SAFETY—LTE

RADIO LIFECYCLE & MANAGED SMART PUBLIC SAFETY SERVICES REAL TIME CRIME CENTER

EXPECT LOW to MID SINGLE-DIGIT LONG TERM GROWTH

Page 8

STRONG INSTALL BASE

10,000+ Systems Globally

NETWORK MIGRATION OPPORTUNITY AGE OF SYSTEMS (WORLDWIDE)

TODAY FUTURE OPPORTUNITY ANALOG-ONLY

MUCH OF

PRIVATE BROADBAND

“4G”

DATA + NEXT GEN APPS

ONALITY MUCH OF DIGITAL TRUNKING

“3G”

P25 PHASE II

DIGITAL TRUNKING 33% 22% 24% 21%

“2G”

FUNCTIONALITY & P25 PHASE I

ANALOG TRUNKING “1G”

CONVENTIONAL

FEATURES 1-5 YEARS 6-10 11-15 >15 YEARS OLD YEARS OLD YEARS OLD OLD

YEARS

Page 9

RESILIENT GROWTH & OPERATING LEVERAGE

Government Segment Revenues*

$5.99 $6.03 $5.18 $5.36 $5.05 $4.68 $4.80

CAGR=4.3%

2007 2008 2009 2010 2011 2012 2013

Government Segment Profitability**

19.4%

18.5%

15.6%

14.4% 14.1%

12.6% 12.6%

*Excludes iDEN business

CAGR=12.1%

** Non-GAAP; Excludes iDEN business and corporate costs previously allocated to Enterprise business

2007 2008 2009 2010 2011 2012 2013 Page 10

DEMONSTRATED TRACK RECORD OF CAPITAL RETURN

CUMULATIVE CASH DEPLOYMENT SHARE COUNT REDUCTION* 2011-2013 2011-2013

$M&A 0.3B CAPEX

343M

$0.6B

DIVIDENDS

REDUCTION 26%

$0.6B 254M

SHARE REPURCHASE

$5.2B

~$6.7B Total Q2’11 Q4’13

~$1.7B remaining on current repurchase authorization * Represents ending share count for respective periods Page 11

FUTURE CAPITAL STRUCTURE

Expect transaction proceeds to be returned to shareholders in timely fashion

Committed to strong balance sheet and investment grade rating

Capital expenditures ~20% of operating cash flow

Will retain sufficient flexibility to support “bolt-on” opportunities that are close to our core or support our targeted growth areas

Expect ongoing free cash flow returned through share repurchase and continued dividends

Page 12

SUMMARY

Enterprise transaction expected to close by end of 2014, subject to customary closing conditions and regulatory approvals

Expect to return transaction proceeds to shareholders in timely fashion

MSI becomes a singularly focused, industry leading company

Strong competitive differentiation with leading portfolio and sales capabilities, positioned for continued operating leverage

Long-term growth driven by large installed base, differentiated portfolio, strong solutions capability and continued innovation

Sustainable capital deployment model aligned with a business that has generated dependable growth and strong cash flow

Page 13

USE OF NON-GAAP MEASURES

In addition to the GAAP results provided during this event, Motorola Solutions has provided certain non-GAAP measurements. Motorola Solutions has provided these non-GAAP measurements as a measure to help investors better understand its core operating performance, enhance comparisons of Motorola Solutions’ core operating performance from period to period and to allow better comparisons of Motorola Solutions’ operating performance to that of its competitors. Among other things, the Company’s management uses these operating results, excluding the identified items, to evaluate the performance of its businesses and to evaluate results relative to incentive compensation targets.

Management uses operating results excluding these items because they believe this measure enables them to make better period-to-period evaluations of the financial performance of its core business operations. There are inherent limitations in the use of operating results excluding these items because the company’s GAAP results include the impact of these items. The non-GAAP measures are intended only as a supplement to the comparable GAAP measures and the Company compensates for the limitations inherent in the use of non-GAAP measures by using GAAP measures in conjunction with the non-GAAP measures. As a result, investors should consider these non-GAAP measures in addition to, and not in substitution for, or as superior to, measures of financial performance prepared in accordance with GAAP.

Details of these items and reconciliations of the non-GAAP measurements provided during this presentation to GAAP measurements can be found in the Appendix to this presentation and on Motorola Solutions’ website at www.motorolasolutions.com/investor.

Page 15

SUPPLEMENTAL NON-GAAP MEASURES

Motorola Solutions, Inc. and Subsidiaries Pro-forma Remainco Non-GAAP Operating Earnings

FY 2013

TOTAL Products Services

Pro-forma revenues $ 6,227 $ 4,109 $ 2,118

Pro-forma GAAP operating earnings 964 647 317

Above-OE pro-forma non-GAAP adjustments:

Share-based compensation expense 103 68 35

Reorganization of business charges 86 57 29

Intangibles amortization expense 1 1 -

Total above-OE pro-forma non-GAAP adjustments 190 126 64

Pro-forma operating earnings after non-GAAP adjustments $ 1,154 $ 773 $ 381

Pro-forma operating earnings as a percentage of net sales—GAAP 15.5% 15.8% 15.0%

Pro-forma operating earnings as a percentage of net sales—after non-GAAP adjustments 18.5% 18.8% 18.0%

Page 16

EX-99.3

Exhibit 99.3

Zebra Technologies to Acquire Enterprise Business

from Motorola Solutions for $3.45 Billion

Transaction strengthens Zebra’s asset tracking portfolio to create a global leader in

Enterprise Asset Intelligence for the Connected Age

Motorola to become singularly focused on driving continued leadership in mission-critical

communications for Government and Public Safety customers

Lincolnshire, Ill. and Schaumburg, Ill., April 15, 2014–Zebra Technologies Corporation (NASDAQ: ZBRA) and Motorola Solutions, Inc. (NYSE: MSI) today announced that they have entered into a definitive agreement in which Zebra will acquire Motorola’s Enterprise business for $3.45 billion in an all-cash transaction. The acquisition will be funded through a combination of cash on hand and new debt. The transaction, which was approved by the Boards of Directors of both companies, is subject to customary closing conditions including regulatory approvals. The transaction is expected to be completed by the end of 2014.

“This acquisition will transform Zebra into a leading provider of solutions that deliver greater intelligence and insights into our customers’ enterprises and extended value chains,” stated Anders Gustafsson, Zebra’s chief executive officer. “The Enterprise business will generate significant value for our shareholders by driving further product innovation and deeper engagement with our customers and partners. It positions Zebra as a leading technology innovator, with the accelerating convergence of mobility, data analytics and cloud computing.”

“Our Enterprise business is an ideal fit for Zebra,” stated Greg Brown, Motorola Solutions chairman and CEO. “This transaction will enable us to further sharpen our strategic focus on providing mission-critical solutions for our government and public safety customers. Upon closing of the transaction, we intend to return the proceeds to our shareholders in a timely fashion.”

With 2013 pro-forma sales of approximately $2.5 billion (excluding sales of its iDEN products), Motorola’s Enterprise business is an industry leader in mobile computing and advanced data capture communications technologies and services. Through this transaction, Zebra will enter the segment where Motorola’s Enterprise business competes and strengthen its position in key industries including Retail, Transportation & Logistics, and Manufacturing and serve approximately 95 percent of the Fortune 500.

Zebra Technologies, with 2013 sales of $1.0 billion, is an industry leader in barcode and enterprise printing, asset tracking, Internet of Things (IoT) solutions, and motion and location sensing. The combination of these technology offerings and asset tracking solutions, together with Motorola’s Enterprise business, will create an industry leader in enterprise asset intelligence for the Connected Age.

The combined Zebra Technologies with Motorola’s Enterprise business would have had pro-forma sales in 2013 of approximately $3.5 billion. Approximately 4,500 employees are expected to join Zebra upon completing this transaction. Motorola Solutions will retain its iDEN product portfolio that was part of its Enterprise business and will continue its Government business, including its professional commercial radio product portfolio.

Motorola Solutions will continue to manufacture, design, integrate and deliver industry-leading voice and data communication solutions for government and public safety customers worldwide. Motorola Solutions sells these secure, mission-critical and innovative products, services and solutions with unique software designs that are the cutting edge in public safety technology. It also holds a unique portfolio of intellectual property.

Strategic Fit for Zebra

The transaction will significantly expand Zebra’s geographic reach; the combined company will have about 20,000 channel partners in more than 100 countries, and will hold a robust portfolio of intellectual property, with approximately 4,500 U.S. and international patents issued and pending. Key benefits to Zebra and its shareholders include:

• Stronger combined platform with multiple growth opportunities

• New and comprehensive product, technology and IP portfolio

• Leading end-to-end solutions across key industries with global reach

• Highly diversified business mix

• Creating synergies by maximizing efficiencies and scale

• Attractive growth and free cash flow profile

Strategic Rationale for Motorola Solutions

“Last year, we undertook a thorough review of our strategy and concluded that the synergies between our Government and Enterprise businesses were not as great as the value we could create by being singularly focused on our core Government & Public Safety business,” Motorola’s Brown said. “Going forward, we will have absolute clarity of purpose and mission as we serve customers globally with our suite of mission-critical communications solutions. This business is truly distinctive in its industry leadership, strong pipeline position, long-term track record of consistent profitability and cash flow, and an array of growth opportunities.”

Transaction Details

Under the agreement, Zebra will acquire the Enterprise business from Motorola Solutions in an all-cash transaction valued at $3.45 billion, which Zebra management expects to be immediately accretive on a cash earnings basis. Zebra expects to fund the transaction with approximately $200 million of available cash on hand and $3.25 billion that is fully committed to be raised through a new credit facility and the issuance of debt securities. The transaction is not subject to a financing condition and is expected to be completed by the end of 2014.

Morgan Stanley is serving as financial adviser to Zebra and is providing a fully underwritten financing commitment for the debt component of the transaction. Kirkland & Ellis LLP is serving as legal advisor to Zebra.

Goldman, Sachs & Co., and J.P. Morgan Securities LLC are serving as financial advisers to Motorola in connection with this transaction. Winston & Strawn LLP is serving as legal adviser to Motorola. Wachtell, Lipton, Rosen & Katz is serving as legal adviser to the Motorola Board of Directors.

Conference Call Notifications

For Zebra:

Investors are invited to listen to a live webcast of Zebra’s conference call discussing of the pending acquisition announced today. The conference call will be held at 8:00 a.m. EDT today. To listen to the call, visit the company’s website at http://www.Zebra.com.

For Motorola:

Investors are invited to listen to a live webcast of the Motorola Solutions conference call discussing the announced pending transaction. The conference call will be held at 8:30 a.m. EDT today. To listen to the call, visit the company’s website at http://www.motorolasolutions.com/investor.

Forward-looking Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties. Actual results may differ from those expressed or implied in the company’s forward-looking statements. When used in this release and documents referenced herein, the words “anticipate,” “believe,” “estimate,” “intend,” and “expect” and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. Similarly, statements herein that describe the proposed transaction between Zebra and Motorola Solutions, including its financial impact, and other statements of managements’ beliefs, intentions or goals also are forward-looking statements. These forward-looking statements are based on current expectations, forecasts and assumptions and are subject to the risks and uncertainties inherent in both Zebra’s and Motorola’s respective industries, including the Enterprise business, market conditions, general domestic and international economic conditions, and other factors. These factors also include the satisfaction of

the conditions to closing of the transaction (including receipt of regulatory approvals), the completion of the acquisition of the Enterprise business from Motorola Solutions, the successful financing of the transaction, the expected timeline for completing the transaction, the successful integration of the operations by Zebra, and Zebra’s ability to implement plans, forecasts and other expectations with respect to the Enterprise business after the acquisition is completed and the ability of Motorola Solutions to return proceeds of the transaction to its shareholders and the timing thereof. Customer acceptance of Zebra’s products and solutions and competitors’ product offerings, and the potential effects of technological changes are inherent risks associated with the ongoing combined business. The continued uncertainty over future global economic conditions, the availability of credit, capital markets volatility, may have adverse effects on Zebra, its suppliers and its customers. In addition, a disruption in Zebra’s ability to obtain products from vendors as a result of supply chain constraints, natural disasters or other circumstances could restrict sales and negatively affect customer relationships. Profits and profitability will be affected by Zebra’s ability to control manufacturing and operating costs. Because of a large investment portfolio, interest rates and financial market conditions will also have an impact on results. Foreign exchange rates will have an effect on financial results because of the large percentage of Zebra’s international sales. These and other factors could have an adverse effect on Zebra’s sales, gross profit margins and results of operations and increase the volatility of Zebra’s financial results. Descriptions of the risks, uncertainties and other factors that could affect Zebra’s future operations and results can be found in Zebra’s filings with the Securities and Exchange Commission. A detailed description of other risks and uncertainties affecting Zebra is contained in Item 1A of Zebra’s 2013 Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. . . A detailed description of other risks and uncertainties affecting Motorola Solutions, is contained in Item 1A of Motorola Solution’s 2013 Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. These filings are available for free on the SEC’s website at www.sec.gov, on Zebra’s website at www.zebra.com and on Motorola Solutions’ website at www.motorolasolutions.com. The forward-looking statements made herein speak only as of the date hereof and none of Zebra, Motorola Solutions or any of their respective affiliates assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, developments or otherwise, except as required by law.

About Zebra

A global leader respected for innovation and reliability, Zebra Technologies (NASDAQ: ZBRA) offers technologies that give a virtual voice to an organization’s assets, people and transactions, enabling organizations to unlock greater business value. The company’s extensive portfolio of marking and printing technologies, including RFID and real-time location solutions, illuminates mission-critical information to help customers take smarter business actions. For more information about Zebra’s solutions, visit http://www.Zebra.com.

About Motorola Solutions

Motorola Solutions is a leading provider of mission-critical communication solutions and services for enterprise and government customers. Through leading-edge innovation and communications technology, it is a global leader that enables its customers to be their best in the moments that matter. Motorola Solutions trades on the New York Stock Exchange under the ticker “MSI.” To learn more, visit www.motorolasolutions.com. For ongoing news, please visit our newsroom or subscribe to our news feed.

Media Resources

Information related to today’s transaction, including executive pictures and biographies, can be found at http://www.zebra.com/acquires-motorola-enterprise.

Contact:

	For Zebra Technologies	For Motorola Solutions
Investors:	Douglas A. Fox, CFA Vice President, Investor Relations and Treasurer +1 847 793 6735 dfox@zebra.com	Shep Dunlap Vice President, Investor Relations +1 847 576-6899 +1 847 400-6291 shep.dunlap@motorolasolutions.com
Financial Media	Kerry F. Kelly F T I Consulting +1 617 897 1518 kerry.guiliano@fticonsulting.com	Nicholas Sweers Vice President, Global Communications +1 847 576-2462 +1 847 450-4957 nicholas.sweers@motorolasolutions.com
Trade Media	Stephanie Kneisler Manager, Public Relations +1 847 970 2470 skneisler@zebra.com	Nicholas Sweers Vice President, Global Communications +1 847 576-2462 +1 847 450-4957 nicholas.sweers@motorolasolutions.com