This commentary should be read in conjunction with the condensed consolidated
financial statements and related notes thereto of Motorola Solutions, Inc.
("Motorola Solutions" or the "Company," "we," "our," or "us") for the three and
nine months ended September 26, 2020 and September 28, 2019, as well as our
consolidated financial statements and related notes thereto and management's
discussion and analysis of financial condition and results of operations in our
Annual Report on Form 10-K for the year ended December 31, 2019.

Executive Overview
Third Quarter Financial Results
•Net sales were $1.9 billion in the third quarter of 2020 compared to $2.0
billion in the third quarter of 2019.
•Operating earnings were $352 million in the third quarter of 2020 compared to
$413 million in the third quarter of 2019.
•Net earnings attributable to Motorola Solutions, Inc. were $205 million, or
$1.18 per diluted common share, in the third quarter of 2020, compared to $267
million, or $1.51 per diluted common share, in the third quarter of 2019.
•Our operating cash flow decreased $119 million to $909 million in the first
nine months of 2020 compared to the first nine months of 2019.
•We repurchased $441 million of common stock and paid $327 million in dividends
in the first nine months of 2020.
Recent Developments
In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health
Organization. In response, there have been a broad number of governmental and
commercial actions including social distancing measures, stay-at-home orders,
travel restrictions, business shutdowns and slowdowns in an effort to limit the
spread of COVID-19. These events have resulted in a significant decline in
global economic activity, and accordingly, we have assessed the impact on our
employees, customers, communities, liquidity and financial position.
We continue to abide by a number of measures in an effort to protect the health
and well-being of our employees and customers, including having office workers
work remotely, suspending employee travel, withdrawing from certain industry
events, increasing the frequency of cleaning services, encouraging face
coverings and using thermal scanning. We have continued to ensure customer
continuity by fulfilling several emergency orders, completing remote software
maintenance where possible, and continuing to service our mission-critical
networks on-site as needed to ensure seamless operations. Our sales teams have
also continued to improve virtual engagement with our customers. Additionally,
our engineering teams have adapted our solutions offerings to equip our
customers with the latest technology in an effort to protect their workplaces
from the spread of COVID-19. Specifically, in our video security business, we
have adapted our software and hardware offerings to provide analytics over
occupancy counting, face mask detection, and thermal detection capabilities.
We have assessed the adequacy of our liquidity as of the third quarter of 2020
and believe the measures taken over the past few years and months allow us the
ability to operate under the current conditions. During the first quarter of
2020, we proactively withdrew $800 million from our unsecured revolving credit
facility, of which $600 million was repaid during the nine months ended
September 26, 2020 and $100 million was repaid subsequent to the quarter. This
leaves $2.1 billion of capacity on the committed facility. Additionally, we have
no bond maturities until 2023.
We continue to evaluate our financial position during this economic slowdown.
Specifically, in our Software and Services segment, with the largely recurring
nature of the business and strong backlog position, we continue to expect the
impacts on revenue and operating margin will be limited. In our Products and
Systems Integration segment, the impacts on revenue and operating margin were
more significant during the first half of the year and are expected to have a
reduced impact in the fourth quarter of 2020. Reduced demand, particularly in
our professional and commercial radio business ("PCR"), as well as delays in
engagements with our state and local customers in the near term, will most
likely lead to year-over-year sales declines for the segment in 2020, as
compared to 2019. Within the Products and Systems Integration segment, we are
encouraged by the resiliency of the video security business and expect growth
for fiscal year 2020. Given the prioritization of mission-critical communication
solutions, we do not anticipate funding at the state and local levels to have a
material, negative effect on expected revenues for the remainder of 2020. We
have also taken actions in a number of areas to reduce our operating expenses,
mostly driven by lower variable compensation, travel costs, contractor spend and
reduced real estate footprint to limit the negative effect on operating margins
for the year despite the expected reduction of revenue. In addition, our supply
chain partners have been supportive and continue to do their part to ensure that
service levels to the Company and its customers remain fulfilled.
Lastly, we evaluated whether there were any impairment indicators as of
September 26, 2020, which included a review of our receivables and contract
assets, inventory, right-of-use lease assets, long-lived assets, investments,
goodwill and intangible assets. We concluded that as of the end of the third
quarter of 2020, our assets were fairly stated and recoverable.

                                       27
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Recent Acquisitions
On August 28, 2020, we acquired the Callyo business ("Callyo"), a cloud-based
mobile applications provider for law enforcement in North America for
$63 million, inclusive of share-based compensation withheld at a fair value of
$3 million that will be expensed over an average service period of two years.
The acquisition was settled with $61 million in cash, net of cash acquired. This
acquisition adds to our existing command center software suite critical mobile
technological capabilities that enable information to flow seamlessly from the
field to the command center. The business is a part of the Software and Services
segment.
On July 31, 2020, we acquired Pelco, Inc. ("Pelco"), a global provider of video
security solutions for a purchase price of $110 million. The acquisition was
settled with $108 million of cash, net of cash acquired. The acquisition
demonstrates our continued investment in video security and analytics, adding a
broad range of products that can be used in a variety of commercial and
industrial environments and use cases. The business is part of both the Products
and Systems Integration segment and the Software and Services segment.
On June 16, 2020 we acquired IndigoVision Group plc ("IndigoVision") for a
purchase price of $37 million. The acquisition was settled with $35 million of
cash, net of cash acquired and debt assumed. The acquisition complements our
video security and analytics portfolio, providing enhanced geographical reach
across a wider customer base. The business is a part of both the Product and
Systems Integration segment and the Software and Services segment.
On April 30, 2020, we acquired a cybersecurity services business for $32 million
of cash, net of cash acquired. The acquisition expands our ability to assist
customers with cybersecurity needs through vulnerability assessments,
cybersecurity consulting, and managed services including security monitoring of
network operations. The business is a part of the Software and Services segment.
On March 3, 2020, we acquired a cybersecurity services business for $40 million,
inclusive of share-based compensation withheld at a fair value of $6 million
that will be expensed over a service period of two years. The acquisition was
settled with $33 million of cash, net of cash acquired. The acquisition expands
our ability to assist customers with cybersecurity needs through vulnerability
assessments, cybersecurity consulting, managed services and remediation and
response capabilities. The business is a part of the Software and Services
segment.
On October 16, 2019, we acquired a data solutions business for vehicle location
information for a purchase price of $85 million, net of cash acquired. The
acquisition enhances our video security platform by adding data to our existing
license plate recognition ("LPR") database within our Software and Services
segment.
On July 11, 2019, we acquired WatchGuard, Inc. ("WatchGuard"), a provider of
in-car and body-worn video solutions for $271 million, inclusive of share-based
compensation withheld at a fair value of $16 million that will be expensed over
an average service period of two years. The acquisition was settled with $250
million of cash, net of cash acquired. The acquisition expands our video
security platform within both the Product and Systems Integration segment and
the Software and Services segment.
On March 11, 2019, we acquired Avtec, Inc. ("Avtec"), a provider of dispatch
communications for U.S. public safety and commercial customers for a purchase
price of $136 million in cash, net of cash acquired. This acquisition expands
our commercial portfolio with new capabilities, allowing us to offer an enhanced
platform for customers to communicate, coordinate resources and secure their
facilities. The business is part of both the Product and Systems Integration
segment and the Software and Services segment.
On January 7, 2019, we announced that we acquired VaaS International Holdings
("VaaS"), a company that is a global provider of data and image analytics for
vehicle location for $445 million, inclusive of share-based compensation
withheld at a fair value of $38 million that will be expensed over an average
service period of one year. The acquisition was settled with $231 million of
cash, net of cash acquired, and 1.4 million of shares issued at a fair value of
$160 million for a purchase price of $391 million. This acquisition expands our
video security platform within both the Product and Systems Integration segment
and the Software and Services segment.
Segment Financial Highlights
A summary of our segment results for the third quarter of 2020 is as follows:
•In the Products and Systems Integration segment, net sales were $1.2 billion in
the third quarter of 2020, a decrease of $186 million, or 14%, compared to $1.3
billion in the third quarter of 2019. On a geographic basis, net sales decreased
in both the North America and International regions compared to the year-ago
quarter primarily driven by lower PCR and public safety land mobile radio
("LMR") sales, partially offset by growth in video security. Operating earnings
were $164 million in the third quarter of 2020, compared to $258 million in the
third quarter of 2019. Operating margins decreased in 2020 to 14.1% from 19.1%
in 2019 primarily driven by lower sales and gross margin contribution, partially
offset by lower operating expenses primarily driven by lower Hytera-related
legal expenses, travel expenses, employee incentive costs, indirect expenses,
and reorganization charges.
•In the Software and Services segment, net sales were $705 million in the third
quarter of 2020, an increase of $60 million, or 9%, compared to net sales of
$645 million in the third quarter of 2019. On a geographic basis, net sales
increased in both the North America and International regions compared to the
year-ago quarter. Operating earnings were $188 million in the third quarter of
2020, compared to $155 million in the third quarter of 2019. Operating margins
increased in 2020 to 26.7% from 24.0% in 2019 driven by higher sales and gross
margin contribution, along with reduced operating expenses primarily driven by
operating leverage, inclusive of lower employee incentive costs and travel
expenses.
                                       28
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Results of Operations


                                                              Three Months Ended                                                                Nine Months Ended
(Dollars in millions, except per   September 26,            % of           September 28,            % of            September 26,             % of           September 28,            % of
share amounts)                         2020                Sales*               2019               Sales*                2020                Sales*               2019               Sales*
Net sales from products           $      1,044                             $     1,196                             $       2,807                             $     3,260
Net sales from services                    824                                     798                                     2,334                                   2,251
Net sales                                1,868                                   1,994                                     5,141                                   5,511
Costs of products sales                    487               46.6  %               501               41.9  %               1,325               47.2  %             1,435               44.0  %
Costs of services sales                    472               57.3  %               486               60.9  %               1,354               58.0  %             1,365               60.6  %
Costs of sales                             959                                     987                                     2,679                                   2,800
Gross margin                               909               48.7  %             1,007               50.5  %               2,462               47.9  %             2,711               49.2  %
Selling, general and
administrative expenses                    313               16.7  %               359               18.0  %                 951               18.5  %             1,035               18.8  %
Research and development
expenditures                               175                9.4  %               172                8.6  %                 505                9.8  %               505                9.2  %
Other charges                               69                3.7  %                63                3.2  %                 178                3.5  %               180                3.3  %
Operating earnings                         352               18.9  %               413               20.7  %                 828               16.1  %               991               18.0  %
Other income (expense):
Interest expense, net                      (58)              (3.1) %               (54)              (2.7) %                (167)              (3.3) %              (165)              (3.0) %
Gains (losses) on sales of
investments and businesses, net             (1)              (0.1) %                 -                  -  %                  (1)                 -  %                 4                0.1  %
Other, net                                 (42)              (2.2) %               (11)              (0.6) %                  (8)              (0.2) %               (22)              (0.4) %
Total other expense                       (101)              (5.4) %               (65)              (3.3) %                (176)              (3.4) %              (183)              (3.3) %
Net earnings before income taxes           251               13.4  %               348               17.5  %                 652               12.7  %               808               14.7  %
Income tax expense                          45                2.4  %                80                4.0  %                 112                2.2  %               180                3.3  %
Net earnings                               206               11.0  %               268               13.4  %                 540               10.5  %               628               11.4  %
Less: Earnings attributable to
non-controlling interests                    1                  -  %                 1                0.1  %                   3                0.1  %                 3                0.1  %

Net earnings attributable to
Motorola Solutions, Inc.          $        205               11.0  %       $       267               13.4  %       $         537               10.4  %       $       625               11.3  %

Earnings per diluted common share $       1.18                             $      1.51                             $        3.08

$ 3.56

* Percentages may not add due to rounding


                                       29
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Results of Operations-Three months ended September 26, 2020 compared to three
months ended September 28, 2019
The results of operations for the third quarter of 2020 are not necessarily
indicative of the operating results to be expected for the full year.
Historically, we have experienced higher revenues in the fourth quarter as
compared to the rest of the quarters of our fiscal year as a result of the
purchasing patterns of our customers.
Net Sales
                                                                                 Three Months Ended
                                                             September 26,          September 28,
(In millions)                                                     2020                  2019                % Change
Net sales from Products and Systems Integration             $       1,163          $      1,349                   (14) %
Net sales from Software and Services                                  705                   645                     9  %
Net sales                                                   $       1,868          $      1,994                    (6) %


The Products and Systems Integration segment's net sales represented 62% of our
net sales in the third quarter of 2020 and 68% in the third quarter of 2019. The
Software and Services segment's net sales represented 38% of our net sales in
the third quarter of 2020 and 32% in the third quarter of 2019.
Net sales decreased in the third quarter of 2020 compared to the third quarter
of 2019. The 14% decline in sales within the Products and Systems Integration
segment was driven by a 19% decline in the International region and a 12%
decline in the North America region. The 9% increase in sales within the
Software and Services segment was driven by an 11% increase in the North America
region and a 7% increase in the International region. Net sales includes:
•a decline in the Products and Systems Integration segment, inclusive of
$31 million of revenue from acquisitions, driven by a decline in public safety
LMR and PCR devices, partially offset by growth in video security;
•growth in the Software and Services segment, inclusive of $24 million of
revenue from acquisitions, driven by services and software sales in both North
America and International; and
•$6 million from favorable currency rates.
Regional results include:
•a 6% decline in the North America region, inclusive of revenue from
acquisitions, driven by declines in public safety LMR and PCR devices, partially
offset by growth in services, video security and software; and
•an 8% decline in the International region, inclusive of revenue from
acquisitions, driven by declines in PCR devices and public safety LMR, partially
offset by growth in services, video security and software.
Products and Systems Integration
The 14% decrease in the Products and Systems Integration segment was driven by
the following:
•20% decline in Devices revenue, inclusive of revenue from acquisitions,
primarily driven by a decline in public safety LMR and PCR in both the North
America and International regions;
•2% decline in Systems and Systems Integration revenue, inclusive of revenue
from acquisitions, driven by a delay in customer engagement due to the COVID-19
pandemic; and
•$31 million of revenue from acquisitions.
Software and Services
The 9% increase in the Software and Services segment was driven by the
following:
•7% growth in Services, inclusive of acquisitions, driven by North America;
•15% growth in Software, driven primarily by acquisitions and increases in both
video security and command center software; and
•$24 million of revenue from acquisitions.






                                       30

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Gross Margin
                                     Three Months Ended
(In millions)    September 26, 2020       September 28, 2019       % Change
Gross margin    $        909             $             1,007          (10) %


Gross margin was 48.7% of net sales in the third quarter of 2020 compared to
50.5% in the third quarter of 2019. The primary drivers of the decrease are as
follows:
•lower gross margin contribution in Products and Systems Integration primarily
driven by lower sales in public safety LMR and PCR sales; and
•partially offset by higher margins within Software and Services, inclusive of
acquisitions, primarily driven by higher gross margin contribution from sales
growth in both services and software and an improved mix of service offerings,
along with lower travel and incentive costs within the Services business.
Selling, General and Administrative Expenses
                                                                                  Three Months Ended
                                                              September 26,         September 28,
(In millions)                                                     2020                   2019                 % Change
Selling, general and administrative expenses                 $        313          $         359                    (13) %


SG&A expenses decreased 13% compared to the third quarter of 2019. SG&A expenses
were 16.7% of net sales compared to 18.0% of net sales in the third quarter of
2019. The decrease in SG&A expenditures is primarily due to reduced
Hytera-related legal expenses, travel expenses, employee incentive costs, and
indirect expenses. The overall reduction in SG&A expenses was partially offset
by higher expenses associated with acquired businesses.
Research and Development Expenditures
                                                                                Three Months Ended
                                                            September 26,         September 28,
(In millions)                                                   2020                   2019                 % Change
Research and development expenditures                      $        175          $         172                      2  %


R&D expenditures increased 2% primarily due to higher operating expenses
associated with acquired businesses, partially offset by lower employee
incentive costs. R&D expenditures were 9.4% of net sales compared to 8.6% of net
sales in the third quarter of 2019.
Other Charges
                                            Three Months Ended
              (In millions)     September 26, 2020       September 28, 2019
              Other charges   $       69                $                63


Other charges increased by $6 million in the third quarter of 2020 compared to
the third quarter of 2019. The change is driven by the following:
•$5 million of acquisition-related transaction fees in the third quarter of 2020
compared to $1 million in the third quarter of 2019;
•No legal settlements in the third quarter of 2020 compared to a $5 million
legal settlement gain in the third quarter of 2019; and
•partially offset by $10 million of net reorganization business charges in the
third quarter of 2020 compared to $15 million in the third quarter of 2019 (see
further detail in "Reorganization of Businesses" section).

                                       31
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Operating Earnings
                                                                                Three Months Ended
                                                                    September 26,
(In millions)                                                           2020               September 28, 2019
Operating earnings from Products and Systems Integration           $        164          $               258
Operating earnings from Software and Services                               188                          155
Operating earnings                                                 $        352          $               413


Operating earnings were down $61 million, or 15%, compared to the third quarter
of 2019. The decrease in Operating earnings was due to:
•Products and Systems Integration, which was down $94 million, primarily driven
by lower sales and gross margin contribution, partially offset by lower
operating expenses primarily driven by lower Hytera-related legal expenses,
travel expenses, employee incentive costs, indirect expenses, and reorganization
charges;
•partially offset by Software and Services, which was up $33 million, driven by
higher sales and gross margin contribution, along with reduced operating
expenses primarily driven by operating leverage, inclusive of lower employee
incentive costs and travel expenses.
Interest Expense, net
                                                Three Months Ended
           (In millions)            September 26, 2020      September 28, 2019
           Interest expense, net   $      (58)             $               (54)


The increase in net interest expense in the third quarter of 2020 compared to
the third quarter of 2019 was a result of lower interest income earned on cash
due to lower interest rates as of and for the period ending September 26, 2020
compared to the period ending September 28, 2019.
Other, net
                             Three Months Ended
(In millions)    September 26, 2020      September 28, 2019
Other, net      $      (42)             $               (11)


The increase in net Other expenses in the third quarter of 2020 as compared to
the third quarter of 2019 was driven by:
•$56 million loss on extinguishment of long term debt in the third quarter of
2020 compared to $7 million loss in the third quarter of 2019;
•$15 million of foreign currency losses in the third quarter of 2020 compared to
$3 million of foreign currency gains in the third quarter of 2019;
•partially offset by a $10 million gain on derivatives in the third quarter of
2020 compared to a $9 million loss on derivatives in the third quarter of 2019;
and
•$4 million of losses related to fair value adjustments to equity investments in
the third quarter of 2020 compared to $18 million of losses related to fair
value adjustments to equity investments in the third quarter of 2019.
Effective Tax Rate
                                              Three Months Ended
           (In millions)          September 26, 2020       September 28, 2019
           Income tax expense   $       45                $                80


Income tax expense decreased by $35 million compared to the third quarter of
2019, resulting in an effective tax rate of 18%. Our effective tax rate for the
three months ended September 26, 2020 is lower than the effective tax rate for
the three months ended September 28, 2019 of 23%, primarily due to an increased
benefit of forecasted research and development tax credit in the annual
effective tax rate and favorable U.S. return-to-provision adjustments recorded
in 2020.

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Results of Operations-Nine months ended September 26, 2020 compared to Nine
months ended September 28, 2019
Net Sales
                                                                                 Nine Months Ended
                                                              September 26,        September 28,
(In millions)                                                     2020                  2019               % Change
Net sales from Products and Systems Integration              $      3,124          $     3,656                   (15) %
Net sales from Software and Services                                2,017                1,855                     9  %
Net sales                                                    $      5,141          $     5,511                    (7) %


The Products and Systems Integration segment's net sales represented 61% of our
net sales in the first nine months of 2020 and 66% in the first nine months of
2019. The Software and Services segment's net sales represented 39% of our net
sales in the first nine months of 2020 and 34% in the first nine months quarter
of 2019.
Net sales decreased in the first nine months of 2020 compared to the first nine
months of 2019. The Products and Systems Integration segment declined
approximately 15% which was comprised of a 21% decline in the International
region and a 12% decline in the North America region. The Software and Services
segment increased approximately 9% which is comprised of a 12% increase in the
North America region and a 5% increase in the International region. Net sales
includes:
•a decline in the Products and Systems Integration segment, inclusive of
$75 million of revenue from acquisitions, driven by a decline in PCR and public
safety LMR, partially offset by growth in video security;
•growth in Software and Services, inclusive of $68 million of revenue from
acquisitions, driven by Services in North America and Software, driven by
increases in both video security and command center software; and
•$6 million from favorable currency rates.
Regional results include:
•a 9% decline in the International region, inclusive of acquisitions, driven by
a decline in PCR within the Product and Systems Integration segment, partially
offset by growth of video security and a 5% increase in the Software and
Services segment; and
•a 5% decline in the North America region primarily driven by a decline in PCR
and public safety LMR within the Products and System Integration segment,
partially offset by growth of video security, and a 12% increase in the Software
and Services segment driven by Services in North America and Software primarily
from acquisitions.
Products and Systems Integration
The 15% decrease in the Products and Systems Integration segment was driven by
the following:
•20% decline in Devices revenue, inclusive of acquisitions, primarily driven by
a decline in PCR and public safety LMR, partially offset by growth of our video
security business;
•5% decline in Systems and Systems Integration revenue, inclusive of
acquisitions, driven by a decline in customer engagement due to the COVID-19
pandemic; and
•partially offset by $75 million of revenue from acquisitions.
Software and Services
The 9% increase in the Software and Services segment was driven by the
following:
•7% growth in Services, inclusive of acquisitions, driven by North America;
•16% growth in Software, driven primarily by acquisitions and growth in both
video security and command center software; and
•$68 million of revenue from acquisitions.

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Gross Margin
                                     Nine Months Ended
(In millions)    September 26, 2020      September 28, 2019       % Change
Gross margin    $            2,462      $             2,711           (9) %


Gross margin was 47.9% of net sales in the first nine months of 2020 compared to
49.2% in the first nine months of 2019. The primary drivers of the decrease are
as follows:
•lower gross margin contribution in Products and Systems Integration as a result
of the decline in PCR and public safety LMR sales, as well as lower margins in
Systems and Systems Integration driven by a delay in engagements from COVID-19;
and
•partially offset by higher margins within the Software and Services segment,
inclusive of acquisitions, primarily driven by higher gross margin contribution
from sales growth, driven by improved mix of service offerings and lower travel
and incentive costs.
Selling, General and Administrative Expenses
                                                                                     Nine Months Ended
                                                                                         September 28,
(In millions)                                                 September 26, 2020             2019                 % Change
Selling, general and administrative expenses                 $        951               $      1,035                     (8) %


SG&A expenses decreased 8% compared to the first nine months of 2019. SG&A
expenses were 18.5% of net sales compared to 18.8% of net sales in the first
nine months of 2019. The decrease in SG&A expenditures is primarily due to
reduced travel expenses, employee incentive costs, and indirect expenses. The
overall reduction in SG&A expenses was partially offset by expenses associated
with acquired businesses.
Research and Development Expenditures
                                                                                   Nine Months Ended
                                                                                       September 28,
(In millions)                                               September 26, 2020              2019                 % Change
Research and development expenditures                      $        505               $         505                      -  %


R&D expenditures remained consistent compared to the first nine months of 2019.
R&D expenditures were 9.8% of net sales compared to 9.2% of net sales in the
first nine months of 2019.
Other Charges
                                             Nine Months Ended
               (In millions)    September 26, 2020      September 28, 2019
               Other charges   $       178             $               180


Other charges decreased by $2 million in the first nine months quarter of 2020
compared to the first nine months of 2019. The change is driven by the
following:
•a $50 million gain on the sale of property, plant and equipment from the sale
of a manufacturing facility in Europe in the first nine months of 2020.
•$48 million of net reorganization business charges in the first nine months of
2020 compared to $27 million in the first nine months of 2019 (see further
detail in "Reorganization of Businesses" section);
•$9 million of losses on legal settlements in the first nine months of 2020
compared to a $5 million gain on a legal settlement in the first nine months of
2019;
•$8 million of acquisition-related transactions fees in the first nine months of
2020 compared to $4 million in the first nine months of 2019; and
•$5 million of fixed asset impairments in the first nine months of 2020.

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Operating Earnings
                                                                                 Nine Months Ended
                                                                    September 26,
(In millions)                                                            2020               September 28, 2019
Operating earnings from Products and Systems Integration           $         305          $               568
Operating earnings from Software and Services                                523                          423
Operating earnings                                                 $         828          $               991


Operating earnings were down $163 million, or 16%, compared to the first nine
months of 2019. The decrease in Operating earnings was due to:
•Products and Systems Integration, which was down $263 million, driven by lower
sales and gross margin contribution, partially offset by lower operating
expenses primarily driven by a $50 million gain from the sale of a manufacturing
facility in Europe and lower employee incentive costs, indirect expenses, and
travel expenses. The overall reduction in operating expenses was offset by: i)
$27 million higher reorganization of business charges, ii) $11 million higher
share-based compensation expenses, and iii) higher operating expenses from
acquisitions; and
•partially offset by Software and Services, which was up $100 million, primarily
driven by higher sales and gross margin contribution, along with reduced
operating expenses due to operating leverage, inclusive of lower employee
incentive costs and travel expenses. The overall reduction in operating expenses
was partially offset by: i) $7 million of higher reorganization of business
charges and ii) higher operating expenses from acquisitions.
Interest Expense, net
                                                Nine Months Ended
           (In millions)            September 26, 2020      September 28, 2019
           Interest expense, net   $        (167)          $             (165)


The increase in net interest expense in the first nine months of 2020 compared
to the first nine months of 2019 was primarily a result of lower interest income
earned on cash due to lower interest rates, partially offset by lower interest
rates on debt outstanding for the period ending September 26, 2020 compared to
the period ending September 28, 2019.
Other, net
                                             Nine Months Ended
               (In millions)    September 26, 2020      September 28, 2019
               Other, net      $       (8)             $               (22)


The decrease in net Other expense in the first nine months of 2020 as compared
to the first nine months of 2019 was driven by the following:
•$6 million gain on derivatives in the first nine months of 2020 compared to a
$16 million loss on the derivatives in the first nine months of 2019;
•$16 million of investment impairments in the first nine months of 2019;
•partially offset by $19 million of foreign currency loss in the first nine
months of 2020 compared to $7 million of foreign currency loss in the first nine
months of 2019; and
•$56 million loss on extinguishment of long-term debt in the first nine months
of 2020 compared to $50 million loss on extinguishment of long term debt in the
first nine months of 2019.
Effective Tax Rate
                                               Nine Months Ended
            (In millions)         September 26, 2020      September 28, 2019
            Income tax expense   $       112             $               180


Income tax expense decreased by $68 million compared to the first nine months of
2019, resulting in an effective tax rate of 17%. Our effective tax rate for the
nine months ended September 26, 2020 is lower than the effective tax rate for
the nine months ended September 28, 2019 of 22%, primarily due to an increased
benefit of forecasted research and development tax credit in the annual
effective tax rate and favorable U.S. return-to-provision adjustments recorded
in 2020.

                                       35
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Reorganization of Business
During the third quarter of 2020, we recorded net reorganization of business
charges of $13 million including $10 million of charges recorded within Other
charges and $3 million in Costs of sales in our Condensed Consolidated
Statements of Operations. Included in the $13 million were charges of $16
million related to employee separation costs, partially offset by $3 million of
reversals for accruals no longer needed.
During the first nine months of 2020, we recorded net reorganization of business
charges of $72 million including $48 million of charges recorded within Other
charges and $24 million in Costs of sales in our Condensed Consolidated
Statements of Operations. Included in the $72 million were charges of $85
million related to employee separation costs, partially offset by $13 million of
reversals for accruals no longer needed.
During the third quarter of 2019, we recorded net reorganization of business
charges of $18 million including $15 million of charges in Other charges and $3
million of charges in Costs of sales in our Condensed Consolidated Statements of
Operations. Included in the $18 million were charges of $19 million related to
employee separation costs and $1 million reversals for accruals no longer
needed.
During the first nine months of 2019, we recorded net reorganization of business
charges of $37 million including $27 million of charges in Other charges and
$10 million of charges in Costs of sales in our Condensed Consolidated
Statements of Operations. Included in the $37 million were charges of
$48 million related to employee separation costs and $11 million reversals for
accruals no longer needed.
The following table displays the net charges incurred by business segment:
                                                        Three Months Ended                                 Nine Months Ended
                                            September 26,                                     September 26,
                                                2020               September 28, 2019              2020              September 28, 2019
Products and Systems Integration           $         10          $                14          $        58          $                29
Software and Services                                 3                            4                   14                            8
                                           $         13          $                18          $        72          $                37


Cash payments for employee severance in connection with the reorganization of
business plans were $63 million in the first nine months of 2020 and $44 million
in the first nine months of 2019. The reorganization of business accrual at
September 26, 2020 was $87 million related to employee separation costs that are
expected to be paid within one year.

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