Motorola Solutions, Inc.

15. Intangible Assets and Goodwill

Silvus Acquisition

On August 6, 2025, the Company acquired Silvus from the Seller. Silvus designs and develops software-defined high-speed MANET technology that enables highly secure data, video and voice communications without the need for fixed infrastructure. This acquisition brings mobile ad-hoc network expertise and new applications to the Company's public safety and enterprise portfolio. The purchase price of $4.4 billion consisted of cash payments of $4.4 billion, net of cash acquired and customary purchase price adjustments, and contingent earnout consideration that had an estimated fair value as of the acquisition date of $38 million.

Under the terms of the transaction, the Seller will have the potential to earn contingent earnout consideration upon the achievement of certain financial targets of up to $600 million in total, comprised of up to $150 million for the annual period from July 5, 2026 through July 3, 2027 and up to $450 million for the annual period from July 4, 2027 through July 1, 2028 (with the potential to earn catch-up earnout consideration based on performance in the annual period from July 4, 2027 through July 1, 2028 if the maximum earnout for the annual period from July 5, 2026 through July 3, 2027 is not earned). The contingent earnout consideration, if any, will be paid in shares of common stock. The Company valued the contingent earnout consideration using a Monte Carlo methodology which resulted in the Company recognizing $38 million in purchase consideration at the date of close in Other liabilities on the Company’s Condensed Consolidated Balance Sheet. Contingent earnout consideration will continue to be valued at fair value until settled. Changes to the fair value of the contingent earnout consideration will be recorded as a component of operating income within Other income, net in the Company's Consolidated Statement of Operations. For further information, refer to "Note 10: Fair Value Measurements" in this "Part I — Financial Information" of this Form 10-Q.

The Company recognized goodwill of $3.0 billion which was allocated primarily to the Products and Systems Integration segment. In addition, the Company recognized $1.9 billion of intangible assets and $411 million of net liabilities, inclusive of $454 million of deferred tax liabilities and $43 million of net tangible assets. Goodwill represents the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized including future customer relationships, new technology and the assembled workforce. The goodwill is not deductible for tax purposes.

The identifiable intangible assets were each classified primarily as one asset as follows: $135 million of trade names, $820 million of customer relationships and $920 million of developed technology which will be amortized over a period oftwelve, twelve andeight years, respectively. The fair values of all intangible assets were estimated using the income approach. Customer relationships were valued under the excess earnings method, which assumes that the value of intangible assets is equal to the present value of the incremental after-tax cash flows attributable specifically to the intangible assets. Developed technology and trade names were valued under the relief from royalty method, which assumes value to the extent that the acquired company is relieved of the obligation to pay royalties for the benefits received from them. The Company applies significant judgment in determining the estimates and assumptions used to estimate the fair values of the intangible assets, including the forecasted revenue growth rates, customer attrition rate, and discount rate for customer relationships and the forecasted revenue growth rates, royalty rate, and discount rate for developed technology.

This business is part of both the Products and Systems Integration segment and the Software and Services segment. The purchase accounting was completed as of the third quarter of 2026.

D-Fend Acquisition

On August 20, 2026, the Company acquired D-Fend for $1.3 billion, net of cash acquired. D-Fend provides advanced counter-drone technology. The Company issued restricted stock at a fair value of $76 million to certain key employees that will be expensed over a service period ofthree years. The acquisition strengthens the Company's ability to provide public safety and enterprise customers with access to advanced C-UAS designed to safely neutralize rogue drone threats. Additionally, in connection with this acquisition, the Company granted substitute stock option equity awards with a fair value of $50 million, of which $4 million attributable to pre-combination vesting was allocated to the purchase price consideration. The remaining fair value is attributable to post-combination vesting and will be recognized as compensation expense during the post-combination period. The Company recognized $759 million of goodwill, $645 million of iden tifiable intangible assets and$68 millionofnet liabilities. The goodwillis not deductible for tax purposes.

The identifiable intangible assets were classified as $20 million of trade names, $317 million of customer relationships and $308 million of developed technology and will be amortized over a period ofsix, thirteen andtwelve years, respectively. The fair values of all intangible assets were estimated using the income approach. Customer relationships were valued under the excess earnings method, which assumes that the value of intangible assets is equal to the present value of the incremental after-tax cash flows attributable specifically to the intangible assets. Developed technology and trade names were valued under the relief from royalty method, which assumes value to the extent that the acquired company is relieved of the obligation to pay royalties for the benefits received from them. The Company applies significant judgment in determining the estimates and assumptions used to estimate the fair values of the intangible assets, including the forecasted revenue growth rates, customer attrition rate, and discount rate for customer relationships and the forecasted revenue growth rates, royalty rate, and discount rate for developed technology.

This business is part of both the Products and Systems Integration segment and the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

Other Acquisitions

On August 28, 2026, the Company acquired DeepNeuronic for $29 million, net of cash acquired. DeepNeuronic provides AI software that turns live camera feeds into real-time operational insights. The Company issued restricted stock at a fair value of $9 million to certain key employees that will be expensed over a service period ofthree years. The acquisition enhances the Company's video security portfolio by integrating advanced AI capabilities into its video offerings. The Company recognized $28 million of goodwill, $2 million of iden tifiable intangible assets and$1 millionofnet liabilities. The goodwillis not deductible for tax purposes. The identifiable intangible assets were classified as $2 million of developed technology that will be amortized over a period of 10 years. The business is part of the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

On March 24, 2026, the Company acquired Hyper for $23 million, net of cash acquired. Hyper provides conversational, agentic AI designed to reduce the burden on understaffed PSAPs by handling non-emergency calls. The Company issued restricted stock at a fair value of $2 million to certain key employees that will be expensed over a service period oftwo years. The acquisition expands the Company's use of agentic AI across its Command Center portfolio and mission-critical AI, Assist. The Company recognized $22 million of goodwill, $2 million of iden tifiable intangible assets and$1 millionofnet liabilities. The goodwillis not deductible for tax purposes. The identifiable intangible assets were classified as $2 million of developed technology that will be amortized over a period ofnine years. The business is part of the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

On March 11, 2026, the Company acquired Exacom, a provider of cloud-native voice and multimedia recording and logging solutions for mission-critical communications for $67 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period oftwo years. The acquisition enhances the Company's public safety ecosystem by consolidating call logs, recording 911 audio and radio traffic into a cloud-based solution to unify voice and video across the incident lifecycle. The Company recognized $47 million of goodwill, $34 million of iden tifiable intangible assets and$14 million ofnet liabilities. The goodwillis not deductible for tax purposes. The identifiable intangible assets were classified as $1 million of trade names, $19 million of customer relationships and $14 million of developed technology and will be amortized over a period offive, fourteen andseven years, respectively. The business is part of the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

On November 18, 2025, the Company acquired Blue Eye, a provider of AI-powered enterprise RVM services for $79 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period oftwo years. The acquisition enhances the Company's video security portfolio, serving a wide range of enterprises with real-time intelligence to help reduce loss and damage, mitigate risk and boost profitability. The Company recognized $55 million of goodwill and $24 million of identifiable intangible assets. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $9 million of customer relationships and $15 million of developed technology and will be amortized over a period oftwenty andeleven years, respectively. This business is part of the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

On March 6, 2025, the Company acquired Theatro, a maker of AI and voice-powered communication and digital workflow software for frontline workers for $174 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $5 million to certain key employees that will be expensed over a service period ofthree years. The acquisition enhances the Company's portfolio of enterprise technologies by integrating Theatro's AI voice assistant in the Company's complementary workflows across its portfolio, including body cameras, fixed video, panic buttons and radios. The Company recognized $117 million of goodwill, $48 million of identifiable intangible assets and $9 million of net assets. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $1 million of trade names, $15 million of customer relationships and $32 million of developed technology and will be amortized over a period ofthree, nineteen andeleven years, respectively. The business is part of the Software and Services segment. The purchase accountingwas completed as of the first quarter of 2026.

On February 21, 2025, the Company acquired RapidDeploy, a provider of cloud-native 911 solutions for public safety for $240 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $6 million to certain key employees that will be expensed over a service period oftwo years. The acquisition complements the Company's Command Center portfolio of 911 solutions. The Company recognized $132 million of goodwill, $117 million of iden tifiable intangible assets, and$9 million of net liabilities. The goodwillis not deductible for tax purposes. The identifiable intangible assets were classified as $6 million of trade names, $36 million of customer relationships and $75 million of developed technology and will be amortized over a period ofnine, nineteen andeighteen years, respectively. The business is part of the Software and Services segment. The purchase accounting was completed as of the first quarter of 2026.

Intangible Assets

Amortized intangible assets were comprised of the following:

Amortization expense on intangible assets was $97 million and $282 million for the three and nine months ended October 3, 2026, respectively. Amortization expense on intangible assets was $66 million and $142 million for the three and nine months ended September 27, 2025, respectively. The increase in amortization expense period over period is primarily related to amortization of the intangible assets associated with the Silvus acquisition. As of October 3, 2026, annual amortization expense is estimated to be $379 million in 2026, $392 million in 2027, $390 million in 2028, $379 million in 2029, $375 million in 2030 and $370 million in 2031.

Amortized intangible assets were comprised of the following by segment:

Goodwill

The Company performed its annual assessment of goodwill for impairment as of the last day of the third quarter. The following table displays a roll-forward of the carrying amount of goodwill by segment from January 1, 2026 to October 3, 2026: