# Motorola Solutions, Inc. (MSI) — Narrative, Q2 FY2026

Motorola Solutions reports on a calendar fiscal year. The second quarter of 2026 ended July 4, 2026; the comparable quarter ended June 28, 2025. All amounts are in US dollars unless stated otherwise.

## Business

*From the FY2025 Form 10-K, accession 0000068505-26-000010.*

Motorola Solutions sells mission-critical communications, video security and command-center software to public safety agencies, governments (including defense) and enterprises such as schools, hospitals, businesses and stadiums. It has more than 100,000 customers in over 100 countries. Revenue comes from selling radios, devices and cameras, from building and integrating communications systems for customers, and from recurring software, support and managed services on top of that installed base. 2025 net sales were $11.7 billion.

The company reports two segments and, within them, three technologies:

- **Products and Systems Integration** ($7.3 billion of 2025 sales, 62% of the total). Mission Critical Networks (MCN) made up 84% of the segment. MCN covers land mobile radio (LMR) infrastructure and two-way radios on the P25, TETRA and DMR standards, where the company describes itself as a global leader, along with public-safety LTE devices and, since the 2025 Silvus acquisition, mobile ad-hoc network (MANET) radios for defense and tactical users who operate without fixed infrastructure. Revenue here comes mainly from selling devices and building and integrating systems. Video, at 16% of the segment, covers security cameras (fixed, body-worn and in-vehicle), video management infrastructure and access control.
- **Software and Services** ($4.4 billion, 38%). MCN services (58% of the segment) include repair, technical support, system monitoring, software upgrades, cybersecurity services and partial-to-full managed operation of customers' networks. These systems often last for decades, which supports long upgrade and service tails. Video software and services (21%) include video management, digital evidence management, license plate recognition, cloud access control, "hardware-as-a-subscription" body cameras and remote monitoring. Command Center (21%) is cloud-native, on-premises and hybrid software covering the public-safety workflow "from the initial 911 call through case closure", plus interoperability between LMR and broadband.

After acquiring Silvus Technologies in August 2025, the company renamed its "Land Mobile Radio Communications" technology "Mission Critical Networks". The change did not require prior periods to be reclassified.

**Customers, contracts and seasonality.** The company sells directly to its largest accounts and through dealers, distributors and independent software vendors. Its largest customer is the U.S. government, at about 8% of 2025 net sales. All U.S. government contracts can be cancelled at the government's convenience. System contracts carry implementation milestones that generally take six months to two years to complete, and the company may provide long-term financing on equipment sales. Sales are usually higher in the second half of the year, with the fourth quarter the strongest. In 2025, 28% of revenue came from outside North America.

**Backlog.** Year-end 2025 backlog was $15.7 billion ($15,742 million), up from $14,697 million. Software and Services backlog was $11,930 million (from $10,562 million) and Products and Systems Integration backlog was $3,812 million (from $4,135 million). About $4.8 billion of the year-end backlog was expected to be recognized as revenue in 2026.

**Competition.** In MCN the company names Airbus, L3Harris, JVCKenwood, Hytera, Sepura, Tait, Persistent Systems, Doodle Labs and TrellisWare, among others. In Video it names Axon, Axis, Genetec, Hikvision, Dahua, Verkada, Flock, Milestone and Hanwha, among others. In Command Center it names Axon, Tyler Technologies, CentralSquare, Hexagon, Mark43, RapidSOS, Carbyne and Intrado, among others.

**Operations.** Most products are made by global contract manufacturers, including at facilities in Mexico and Malaysia. The company also manufactures, assembles and integrates products in the U.S. Some components, including memory, come from a single source. R&D spending was $970 million in 2025. About 40% of the roughly 23,000 employees work in R&D and engineering, and 49% of employees are outside North America. The company owned about 6,630 granted patents at year-end 2025. It does not own the MOTOROLA name and logos: it licenses them perpetually and royalty-free from Motorola Trademark Holdings, which is owned by Lenovo's Motorola Mobility. There were no material dispositions in 2025.

**Acquisition program.** Acquisitions have broadened the company from radios into video and software. The largest was Silvus Technologies (MANET radios), bought on August 6, 2025 for $4.4 billion in cash. The sellers can also earn up to $600 million in stock depending on performance: up to $150 million for July 2026–July 2027 and up to $450 million for July 2027–July 2028. Recent smaller acquisitions include:

- Blue Eye (AI remote video monitoring): $79 million, November 18, 2025
- Theatro (AI voice workflow software for frontline workers): $174 million, March 6, 2025
- RapidDeploy (cloud-native 911): $240 million, February 21, 2025
- 3tc Software (control-room software): $23 million, October 29, 2024
- Noggin (critical event management): $92 million, July 1, 2024
- an unnamed vehicle location business: $132 million, July 1, 2024
- Silent Sentinel (long-range cameras): $37 million, February 13, 2024
- IPVideo: $170 million, December 15, 2023

## Risk factors

*Condensed from Item 1A of the FY2025 Form 10-K, accession 0000068505-26-000010. The Q2 2026 Form 10-Q (accession 0000068505-26-000028) reports no material changes.*

- **Technology shifts and new competitors.** Several governments are trying to move public-safety communications from LMR onto commercial mobile broadband. The company says these efforts have gained limited traction so far, but if customers decide broadband is resilient enough, MCN sales could suffer. Technologies built to defeat encryption or to disrupt radios in contested environments are a further threat to MCN. The Silvus acquisition and the push into defense have exposed the company to startups and defense contractors. AI rivals could also develop cheaper or better systems, which would raise R&D costs.
- **AI and biometrics regulation.** The EU AI Act (law since August 2024, with obligations phased in through August 2027) sharply restricts real-time biometric identification by law enforcement. U.S. state laws such as Illinois' Biometric Information Privacy Act and California's license plate recognition statute allow private lawsuits, and the company expects more state legislation on license plate recognition. These rules could restrict or raise the cost of video analytics, license plate recognition and AI-generated police reports. Failures or controversy in the company's own use of AI could also bring legal liability and reputational damage.
- **Acquisition integration.** The company expects to keep making acquisitions. The risks it lists include failing to deliver the business plan, losing key employees, goodwill impairment, security weaknesses in acquired products, and earnings dilution when buying companies valued more richly than itself.
- **Supply chain, tariffs and memory costs.** Some critical components come from a single source. Tariffs, export restrictions (including on rare earth minerals) and supplier price increases have raised costs, and the company may not be able to pass them on in full. Its reliance on contract manufacturers, outsourced IT and subcontractors limits its control and adds contractual and reputational risk.
- **Large multi-year contracts.** These carry risks from cost estimates, penalties for missing performance targets, partial or terminable government funding, the difficulty of recovering upfront capital spending on managed-services contracts, and political or regulatory exposure. The company cites the U.K. Airwave contract as an example.
- **U.S. government dependence.** Budget limits, government shutdowns, shifts in defense priorities and public perception of how the technology is used can all affect demand. Government contracts also bring audits, Cost Accounting Standards exposure and the risk of suspension or debarment. Every U.S. government contract can be terminated for convenience.
- **Cybersecurity.** As a provider of mission-critical systems that it sometimes operates for customers, the company considers itself a target for sophisticated attacks, including those linked to geopolitical conflict. Its liability for a breach may not be capped by contract or fully covered by insurance. The company also points to the security of the public carrier networks that some customers are adopting, which it does not control.
- **Global operations, currency and tax.** The risks include the euro, pound, Australian dollar and Canadian dollar, sanctions, rules on drones and counter-drone systems, data-localization laws, OECD minimum-tax and other tax-policy changes, and complexity from the 2025 One Big Beautiful Bill Act.
- **Regulatory regimes.** The company is subject to FCC rules as a provider of 911 selective-routing services, to foreign telecommunications licensing for its WAVE PTX push-to-talk service, to radio spectrum reallocation from narrowband to broadband, and to environmental remediation obligations at former sites.
- **Intellectual property and brand.** Claims from non-practicing patent entities, customer demands for indemnity and the risk of import bans arising from suppliers' disputes are all risks. The company could lose the Motorola brand if it breaches the license or if Lenovo's use of the marks changes.
- **Capital markets and pensions.** A credit-rating downgrade would raise borrowing costs and limit commercial paper, surety bonds and receivable sales. Underfunded pension obligations, most of them retained after past divestitures, could require large contributions if markets fall.

## Management's discussion: fiscal 2025

*From Item 7 of the FY2025 Form 10-K, accession 0000068505-26-000010.*

**Results.** Net sales rose $865 million (8%) to $11.7 billion. Acquisitions contributed $382 million of that ($262 million in Products and Systems Integration and $120 million in Software and Services), and currency added $35 million. Products and Systems Integration grew 5% to $7.3 billion, led by a $327 million (6%) increase in MCN and a $43 million (4%) increase in Video. Software and Services grew 13% to $4.4 billion: MCN services rose $220 million (9%), Video $157 million (20%) and Command Center $118 million (15%). North America grew 7% and International 11%.

Gross margin improved to 51.7% from 51.0%. Software and Services benefited from favorable mix, and Products and Systems Integration from lower direct material costs despite higher tariffs. Operating earnings rose $300 million (11%) to $3.0 billion. The Products and Systems Integration operating margin held at 24.3%, while Software and Services rose to 27.7% from 25.7%. Other charges rose $52 million. Intangible amortization increased to $234 million from $152 million, mainly because of Silvus. Acquisition fees rose to $66 million from $20 million and reorganization expense to $44 million from $26 million. These increases were partly offset by $157 million of gains from recoveries in the Hytera trade-secret litigation, compared with $61 million in 2024.

Net earnings attributable to the company were $2.2 billion, or $12.75 per diluted share, compared with $1.6 billion and $9.23 in 2024. The 2024 result included a $585 million loss on repurchasing the $1.0 billion of 1.75% convertible notes held by Silver Lake. Net interest expense rose $75 million on higher debt. The effective tax rate was 23.2%, up from 19.8%; 2024 had benefited from a foreign-tax-credit initiative.

**Cash and capital.** Operating cash flow was $2.8 billion, up from $2.4 billion. The company returned about $1.9 billion to shareholders: $728 million in dividends and $1.2 billion in buybacks. It raised the quarterly dividend 11% to $1.21 in November 2025.

The Silvus purchase was funded with $2.0 billion of senior notes issued in June 2025 ($600 million at 4.85% due 2030, $500 million at 5.2% due 2032 and $900 million at 5.55% due 2035), plus $1.5 billion of delayed-draw term loans drawn on August 6, 2025: a $750 million 364-day facility and a $750 million three-year facility. As a result, debt rose to $9.2 billion from $6.0 billion. Year-end cash was $1.2 billion. Of the $18.0 billion buyback authorization, about $1.1 billion remained.

**Outlook framing.** Management expected the 2025 One Big Beautiful Bill Act to add four years of federal funding for border and national security. It flagged continued pressure from tariffs and rising memory prices driven by demand from AI data centers. Expected growth drivers were MANET and resilient networks for defense, including drones and unmanned systems; the SVX body-worn device that combines secure voice, video and AI; cloud video and access control; and the company's Assist AI across Command Center.

## Current quarter: Q2 2026 (ended July 4, 2026)

*From the Q2 2026 Form 10-Q, accession 0000068505-26-000028, and the earnings release furnished as Exhibit 99.1 to the Form 8-K of August 5, 2026, accession 0000068505-26-000027.*

**Revenue.** Net sales rose $368 million (13%) to $3,133 million, a record for a second quarter. Acquisitions, mainly Silvus, contributed $243 million and currency $35 million. By segment:

- Products and Systems Integration grew 15% to $1,908 million. MCN rose $211 million (16%) and Video $44 million (15%).
- Software and Services grew 10% to $1,225 million. MCN services rose $64 million (10%), Command Center $32 million (14%) and Video $17 million (8%).
- By technology, MCN sales were $2,280 million (from $2,005 million), Video $584 million (from $523 million) and Command Center $269 million (from $237 million).
- By region, International grew 25% to $923 million and North America 9% to $2,210 million.

**Margins and tariff refunds.** Gross margin widened to 53.6% from 51.1%. On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the International Emergency Economic Powers Act (IEEPA). U.S. Customs and Border Protection opened a refund system on April 20, 2026, and the company concluded that recovering part of the tariffs it had paid was probable. It recorded a $60 million favorable adjustment in cost of sales. The company puts that benefit at about 190 basis points of operating margin and $0.25 of EPS. Higher sales and favorable mix also lifted margins, while memory and other direct material costs rose.

Operating earnings increased $117 million (17%) to $809 million, a 25.8% margin compared with 25.0%. Products and Systems Integration operating earnings rose to $453 million from $363 million, and Software and Services to $356 million from $329 million. Other charges rose to $113 million from $40 million. The main causes were intangible amortization of $95 million (from $39 million) and a $16 million charge to raise the fair value of the Silvus earnout, partly offset by a $20 million Hytera recovery (from $10 million). Net interest expense rose to $103 million from $55 million because of higher debt.

**Earnings.** Net earnings attributable to the company were $557 million, or $3.33 per diluted share, compared with $513 million and $3.04 (up 10% per share). The effective tax rate was about 25%, compared with 24%, because of a net increase in unrecognized tax benefits. The company's non-GAAP EPS, which excludes highlighted items, share-based compensation and amortization, was $4.41, up 24% from $3.57.

**First half.** Sales grew 10% to $5,848 million. Operating earnings rose only 5% to $1,334 million. Products and Systems Integration operating earnings fell $49 million to $666 million, weighed down by higher intangible amortization and a $91 million charge for the increase in the Silvus earnout liability. Company-wide amortization was $185 million in the half, up from $76 million. That liability's fair value rose to $127 million at July 4, 2026 from $37 million at year-end. Software and Services operating earnings rose $109 million to $668 million.

**Backlog and orders.** Backlog was $15.6 billion at quarter-end, a record for a second quarter and up 11% ($1.5 billion) on the prior year. Year over year, Software and Services backlog rose $1.2 billion and Products and Systems Integration backlog $329 million. Remaining performance obligations were $9.5 billion, of which $4.1 billion is expected to be recognized within twelve months. Notable orders included a $52 million P25 system for a U.S. federal customer and mobile-video orders from the Florida Highway Patrol ($25 million) and the Kansas City Police Department ($24 million).

**Cash flow and balance sheet.** Quarterly operating cash flow was $469 million, up from $272 million, and free cash flow was $414 million, up from $224 million. First-half operating cash flow was $920 million, up from $783 million, helped by higher earnings but offset by inventory build and higher interest payments. Management expects inventory to stay elevated while it manages higher memory costs and supply-chain volatility.

In the quarter the company repurchased about 0.8 million shares for $326 million at an average of $413.53 and paid $201 million in dividends ($1.21 per share). At July 4, 2026:

- cash was $710 million and debt $9.0 billion ($615 million current), compared with $9.2 billion at year-end;
- $65 million of commercial paper was outstanding;
- $550 million remained on the 364-day term loan after a $200 million repayment on January 30, 2026. On June 26, 2026 the company extended the maturity of $250 million of it by one year;
- commitments to provide long-term customer financing had risen to $293 million from $179 million.

**Acquisitions and investments in 2026 to date.** The company acquired Exacom, which provides cloud-native voice and multimedia recording for mission-critical communications, for $67 million on March 11, 2026. It acquired Hyper, which provides agentic AI that handles non-emergency calls at 911 centers, for $23 million on March 24, 2026. Both joined Command Center. On July 1, 2026 it paid $100 million for a strategic equity investment in BRINC Drones, a maker of public-safety drones. Two larger deals were pending at quarter-end:

- **D-Fend Solutions** (counter-drone technology): definitive agreement signed May 31, 2026 to acquire it for $1.5 billion, subject to customary adjustments. Completion was expected in the second half of 2026.
- **Bell Mobility's land mobile radio networks services business** (Bell Mobility is the wireless subsidiary of Bell Canada and BCE Inc.): definitive agreement signed March 26, 2026 at C$675 million, subject to customary adjustments and a deferred working-capital settlement. Completion was expected in the fourth quarter of 2026.

**Hytera litigation.** As of July 4, 2026, Hytera had paid $232 million toward the civil judgment, including $60 million in the first half of 2026. Those payments are booked as gains in other charges. Hytera has reported about $116 million in royalties on its current H-Series products that are subject to a court order; Hytera is appealing that order. In the criminal case, Hytera was sentenced on March 5, 2026 to five years' probation. The court found that Hytera had caused the company $214 million in lost profits but treated that restitution as fully offset by Hytera's earlier civil payments. As a condition of probation, Hytera must pay the company $100 million in 2026 and $100 million in each later year until the civil judgment is paid in full. Hytera was also fined $50 million, payable to the U.S. government only after the civil judgment is satisfied. Motorola Solutions has appealed the sentencing order.

**Restructuring.** Net reorganization charges were $15 million in the quarter and $30 million in the half. The 2026 charges cover severance for about 500 employees.

**Guidance (August 5, 2026).** The company raised its 2026 outlook for the second time this year:

- Full-year revenue is now expected at about $12.975 billion, up from $12.8 billion in May and $12.7 billion in February.
- Full-year non-GAAP EPS is now expected at $17.62–$17.72, up from $16.87–$16.99 in May and $16.70–$16.85 in February.
- For the third quarter, the company expects revenue growth of about 8% and non-GAAP EPS of $4.39–$4.44, assuming about 168 million diluted shares.

## Subsequent events

*Events after July 4, 2026, from the Q2 2026 Form 10-Q (accession 0000068505-26-000028) and Forms 8-K filed August 17, 2026 (accession 0001193125-26-354035) and September 9, 2026 (accession 0001193125-26-386490), and the prospectus supplement on Form 424B2 filed August 10, 2026 (accession 0001193125-26-342454).*

- **Dividend.** After quarter-end the company paid a further $200 million in cash dividends.
- **$950 million senior notes offering.** The offering priced on August 6, 2026 and closed on August 17, 2026. It consisted of $350 million of 4.850% senior notes due August 17, 2029, issued at 99.989%, and $600 million of 5.650% senior notes due August 17, 2036, issued at 99.841%. The notes were sold under the company's shelf registration on Form S-3. Per the final prospectus supplement (Form 424B2, accession 0001193125-26-342454, filed August 10, 2026), the company intended to use the net proceeds, together with cash on hand and/or borrowings under its existing revolving credit facility or commercial paper program and/or a proposed new $300 million term loan, to fund all or a portion of the consideration for the D-Fend acquisition and for general corporate purposes, which may include repaying outstanding indebtedness. The offering was not conditioned on completion of the D-Fend acquisition.
- **Buyback authorization increased to $20 billion.** On September 9, 2026 the board approved a $2.0 billion increase to the share repurchase program, taking total authorization since July 2011 to $20 billion with no expiration date. About $0.6 billion of the previous $18 billion authorization remained at the end of the second quarter.
- **Pending acquisitions.** When the 10-Q was filed on August 5, 2026, the $1.5 billion D-Fend Solutions acquisition (expected to close in the second half of 2026) and the C$675 million Bell Mobility LMR networks services acquisition (expected in the fourth quarter of 2026) were both still pending. None of the subsequent filings cited above reports either deal closing.