Motorola Solutions, Inc. (MSI)
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AGM 2016

May 16, 2016

Operator

Ladies and gentlemen, may I please have your attention? Please take your seats. We'd like to get this year's annual meeting started.

Greg Brown
Chairman and CEO, Motorola Solutions

Good afternoon, and welcome, everybody. For those in the room, we appreciate your personal attendance, and for those of you on the phone, we thank you for listening in. I'm delighted to welcome you to this annual meeting of Motorola Solutions stockholders. I'm gonna begin by introducing my fellow director nominees, and then Kristin Kruska will preside over the formal business of the meeting, and finally, I'll rejoin you to walk you through the results and take questions. As I introduce the other director nominees, I ask that they stand up as I call their name. So first, Ken Dahlberg is the former Chairman of the Board and CEO of SAIC, and currently serves on the board of Teledyne Technologies. Ken chairs our board's Compensation and Leadership Committee.

Egon P. Durban is the Managing Partner and Managing Director of Silver Lake, and currently serves on the board of Intelsat. General Michael V. Hayden is a principal at The Chertoff Group and was formerly the director of the CIA. Clayton M. Jones is the former Chairman of the Board and CEO of Rockwell Collins, and currently serves on the boards of Deere & Company and Cardinal Health. Judy C. Lewent is the former Executive Vice President and CFO of Merck, and currently serves on the boards of GlaxoSmithKline and Thermo Fisher Scientific. Judy chairs our board's Audit Committee. Gregory K. Mondre is the Managing Partner and Managing Director of Silver Lake, and currently serves on the boards of GoDaddy Inc. and Sabre Corporation. Anne Pramaggiore is the President and CEO of Commonwealth Edison, and currently serves on the board of The Babcock & Wilcox Company.

And lastly, but certainly not least, Sam Scott is the former Chairman, President, and CEO of Corn Products International, and currently serves on the boards of Abbott Labs and Bank of New York Mellon. Sam is our lead independent director and chairs our board's Governance and Nominating Committee. Now, for the formal business of the meeting, I'd like to introduce Motorola Solutions Secretary of the Board, Kristin Kruska, who will serve as today's presiding stockholder meeting chair. Kristin?

Kristin Kruska
Corporate VP and Secretary of Board, Motorola Solutions

Thank you, Greg. We will now attend to the formal business of the meeting, after which Greg will give the company report. Following Greg's remarks, the floor will be open for our general question-and-answer period. Representatives of KPMG, the company's external auditors, are also present and available to answer questions during the question-and-answer period. When you came in, you were handed a printed program, which sets forth today's agenda and includes the procedures we will follow on the back. If you do not have the program, raise your hand so we can provide you with one. I now call the 2016 Annual Stockholders Meeting to order. As a reminder, the proposals in the Proxy Statement are the only items of business that can be transacted at this meeting.

As we go through the agenda, any stockholder who wishes to comment on a specific proposal may do so only during the time provided for comments on that proposal. If you wish to comment on a proposal, please approach the microphone when I ask if any stockholder wishes to comment on the proposal then before the meeting. When recognized, please give your name. As a matter of courtesy to other stockholders, please limit your comments to two minutes to provide everyone with a fair opportunity to participate in the meeting. There is a total time limit of 10 minutes for the presentation and comments regarding each proposal under consideration. I thank you in advance for your cooperation. This meeting is being held pursuant to a notice mailed on or about March 28th, 2016, to each stockholder of record at the close of business on March 18th, 2016.

A list of the stockholders entitled to vote at this meeting has been available for the past 10 days at our corporate offices and is available at this meeting for inspection. I am pleased to report that 156,286,066 shares of the 174,685,442 shares outstanding and entitled to vote are represented in person or by proxy at this meeting. This is 89% of the outstanding shares and represents a quorum for the purpose of this meeting. We are a Delaware corporation, and under Delaware law, I am required to announce the time of the opening and closing of the polls. So at 5:05 P.M. on May 16th, 2016, I now declare the polls open for all matters of business.

The polls remain open until all items of business have been presented and discussed. If there are any stockholders present who have already voted and wish to revoke or change their vote, or who have not yet voted and wish to vote, you may do so at this time. If you need a ballot, please raise your hand. You may vote until all items of business as set forth in the agenda have been introduced and discussed. At that time, I will announce that the polls are closed, and we will collect your ballots. The first matter to be acted upon is the election of directors for a one-year term. I hereby nominate as directors for the ensuing year, or until their successors are duly elected and qualified, the board's nine nominees that were listed in the company's proxy statement.... They are Gregory Q. Brown, Kenneth C.

Dahlberg, Egon P. Durban, General Michael V. Hayden, Clayton M. Jones, Judy C. Lewent, Gregory K. Mondre, Anne Pramaggiore, and Samuel C. Scott III. Is there a second?

Operator

I second the motion.

Kristin Kruska
Corporate VP and Secretary of Board, Motorola Solutions

Does any stockholder wish to make a comment directly related to the election of directors? There being no comments on this topic, we will move on to the next matter. The next matter to be acted upon is the non-binding advisory vote to approve the company's executive compensation. The resolution provided in the proxy statement to be acted upon states: Resolved, that the stockholders approve on an advisory basis the compensation of the named executive officers as described in the compensation discussion and analysis, the 2015 summary compensation table, and other related tables and disclosures in this proxy statement. Is there a second?

Operator

I second the motion.

Kristin Kruska
Corporate VP and Secretary of Board, Motorola Solutions

Does any stockholder wish to make a comment directly related to the stockholder advisory vote on executive compensation? There being no comments, we'll move on to the next matter. The next matter to be acted upon is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2016. The audit committee of the board has appointed KPMG as the company's independent registered public accounting firm for 2016. This appointment is now formally submitted for stockholder ratification. Is there a second?

Operator

I second the motion.

Kristin Kruska
Corporate VP and Secretary of Board, Motorola Solutions

Does any stockholder wish to make a comment directly related to the ratification of KPMG as the company's independent registered public accounting firm? I will move on to the final matter, and the polls will close shortly. This year's proxy statement contains a stockholder proposal, which is titled Lobbying Disclosure. I will now recognize the sponsor of this resolution, who may introduce this proposal, make a brief supporting statement, and make a motion for adoption of this proposal. The proponent should limit his remarks to five minutes. In addition, please remember that a total of 10 minutes will be allowed for all speakers on this topic.

John Keenan
Corporate Governance Analyst, American Federation of State, County, and Municipal Employees

Thank you. Fellow stockholders and members of the board, my name is John Keenan. I'm a corporate governance analyst with the American Federation of State, County, and Municipal Employees. On behalf of Mercy Investments, I hereby move Proposal Four, asking our company to provide a report on its federal and state lobbying expenditures, including indirect funding and lobbying through trade associations and support for the American Legislative Exchange Council. Transparency and accountability in corporate spending to influence public policy are in the best interest of Motorola Solutions stockholders. Motorola spent $3.38 million in 2014 and 2015 on federal lobbying activities, and there is incomplete disclosure about spending at the state level, where our company also lobbies extensively. According to the National Institute on Money in State Politics, Motorola had 123 lobbyists in 20 states for 2015.

Motorola notes that its state lobbying reports are publicly available, but obtaining state lobbying information in 20 different states has been described as an exercise by an expert as nearly impossible, given the Byzantine manner in which the data is captured and made available online, which effectively buries information in many states. Motorola claims the proposal disregards its existing disclosure. We disagree. The proposal instead regards the existing disclosure to stockholders as insufficient. Motorola Solutions is required to report its lobbying and already has this information, so our company could easily disclose this information at minimal cost, rather than leaving it buried in a maze of impenetrable disclosures. Corporations contribute millions to trade associations that lobby indirectly on their behalf without specific disclosure or accountability.

Our company only discloses a partial listing of its trade association memberships and fails to disclose its trade association payments and the amounts used for lobbying. The amounts of corporate funds used by trade associations to lobby are quite large. For example, Motorola belongs to the Chamber of Commerce, which is the largest lobbying group in Washington, spending more than $1.2 billion on lobbying since 1998. The proposal also asks for disclosure of payments to tax-exempt organizations that write and endorse model legislation, which includes the American Legislative Exchange Council, or ALEC, where our company has previously been identified as being a member. ALEC has attracted negative attention for its role in promoting anti-immigration policies and blocking EPA regulation on climate change.

Without a clear system ensuring accountability, corporate assets can be used to promote policy objectives, which may pose risks to Motorola and its stockholders. For example, Motorola is a member in the EPA's Green Power Partnership, yet the Chamber of Commerce has aggressively attacked the EPA Clean Power Plan to address climate change. How does an incongruity like this match our company's principles? Our request is for disclosure as a call for transparency and accountability in the spending of stockholder resources. Why should Motorola Solutions intentionally keep us in the dark about how and where they are spending stockholder money? ISS supports this proposal, noting that Motorola does not disclose its trade association memberships or payments. Publicly available data does not provide a complete picture of Motorola Solutions' lobbying expenditures.

Our board and stockholders need complete disclosure to be able to evaluate the use of corporate assets for lobbying and any risk the spending can pose. We urge stockholders to vote for this proposal. Thank you.

Kristin Kruska
Corporate VP and Secretary of Board, Motorola Solutions

For the reasons stated in the company's proxy statement, including the fact that the company complies with all lobbying disclosure laws. Our legal and government affairs organization has in place policies and procedures for conducting lobbying activities. Our trade association memberships, over 50,000, are published on our website, and we believe that lobbying disclosures should apply equally to all participants in the legislative process. The board of directors recommends that you vote against the adoption of this stockholder-submitted proposal. Sorry, is there a stockholder who wishes to second this proposal to put it to a vote of the stockholders?

Operator

I second the motion.

Kristin Kruska
Corporate VP and Secretary of Board, Motorola Solutions

Are there any further comments that are directly related to this proposal that any stockholder wishes to make? Accordingly, there are no other matters that may properly be voted on before this meeting, and I ask that you now complete your ballots and raise your hands so we can collect them. If your broker or the registered holder of your shares provided you with a legal proxy evidencing your right to vote, please be sure to turn that in with your ballot. I now declare the polls closed at 5:13 P.M. on May 16, 2016. I will now read the preliminary results of the items acted upon at today's meeting, each as reported by the Inspector of Election. More than a majority of the shares voted in person or by proxy at this meeting were voted for the election of each director.

As a result, the nine persons who have been nominated for election have been duly elected as the directors of the company, each to hold office for a one-year term. Approximately 96% of the votes cast were voted for the approval of the company's executive compensation. Approximately 91% of the votes cast were voted for the ratification of the appointment of KPMG as the company's independent registered public accounting firm for 2016. Approximately 26% of the votes cast were voted for the resolution on lobbying disclosure. As a result, this stockholder proposal has not been approved by the stockholders. We will report the official results of the stockholder vote with respect to each proposal on a Form 8-K within four days of this meeting. I now declare the formal portion of the meeting adjourned.

It is now my pleasure to turn the meeting over to Greg Brown, who will report to you on the company's business and open the floor for a general question-and-answer period.

Greg Brown
Chairman and CEO, Motorola Solutions

So just for the next couple of minutes, I wanted to review the state of Motorola for you, our shareowners, as we approach our 88th year anniversary in September, and I think the state of the business is good. We retain our industry leadership. We're present in over 100 countries. There's significant amounts of innovation and transformation going on within the firm. And as we've worked hard, as you know, to transform the company to a focused mission-critical communications company, we retain our leadership position from an intellectual property standpoint, and we continue to be the market leader in land mobile radio, the new area of public safety LTE, and continue our leadership position in commercial two-way radios.

You'll see us emphasize more and more managed software and services as a greater share of wallet, as well as more and more of the value chain is moving towards services, support services, managed software, and more specifically, higher software content in what we call the command center. In 2015, we were effectively flat from a constant currency standpoint. We continued to prudently manage expenses, taking over $200 million out of the operating expense structure of the firm. We grew operating earnings and operating margin percentage, and grew earnings per share. From an overall theater standpoint, we grew in North America and Asia- Pac and Middle East. We generated about $1 billion in operating cash flow, which represented about $4.11 free cash flow per share.

We returned $3.5 billion to shareholders, increased the dividend 21%, and also did a deal with Silver Lake. We took a $1 billion investment from Silver Lake, a strategic investment. Part of that investment entailed board representation in the form of Mr. Durban and Mr. Mondre. And as we report so far, eight or nine months in, that relationship is strong, and I think prosperous in terms of what it could return. The two last things I'd mention on this slide is, so we have this land mobile radio position with 12,000 systems installed around the world for interoperable voice. This notion of interoperable broadband, or more specifically, what we call public safety LTE, is manifesting itself, and there's been 4 awards made, in the world, the largest awards.

Motorola has won all four. Los Angeles, two in the Middle East, and the UK, and I think our company is very well positioned as that trend continues to grow going forward. There are 29 countries in the world that dedicate spectrum, that allow for this, the build-out of public safety LTE, and ultimately, the interoperability between mission-critical voice and mission-critical interoperable broadband. Lastly, and very excitedly, we closed recently on a $1 billion acquisition for Airwave. Airwave is the second-largest public safety network in the world. We acquired that, and we now are the operator of that public safety network in the UK. It's consistent with our services and software strategy. We're very enthusiastic about it. We think it's very accretive to stockholders.

We think it's very strategic for the firm because it gives us an asset around systems management, a network operations center, and more domain expertise as we look to pursue more and more business in the managed services realm. So very exciting. To give you a snapshot of the total shareholder return, this is since we split the company over the last five years. Motorola's total shareholder return is 101%, outperforming both the S&P, which is the middle line, and our peer group in the communications sector. So overall, I think the company is very healthy. I think we've been good stewards of capital. We're excited about the addressable market and the future opportunities in front of our company, and I think we're positioned as well as we've ever been.

Lastly, we were honored once again to be recognized as one of the most admired companies in the Fortune Most Admired list. This is the third or fourth consecutive year in a row since we've split the company, and it's rated on a variety of different perspectives that in aggregate, we feel very good about. So that's the state of the business. At this point, I would open up the floor to questions. Okay, hearing none, I thank you for attending. I thank you for calling in and listening for the state of the business for Motorola Solutions. Thank you for your time.

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