Motorola Solutions Announces Tender Offers for up to $500 million Aggregate Purchase Price of Outstanding Debt

Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced today
that it has commenced debt tender offers to purchase for cash (i) any
and all of the Company’s outstanding securities listed in Table I below
(the “Any and All Notes”) (such offer, the “Any and All Offer”), and
(ii) up to the Maximum Waterfall Tender Amount (as defined below) in
aggregate purchase price of the Company’s outstanding securities listed
in Table II below (collectively, the “Waterfall Notes” and, together
with the Any and All Notes, the “Securities”), subject to the Acceptance
Priority Levels as defined below (such offer, the “Waterfall Offer”).
The “Maximum Waterfall Tender Amount” is an aggregate purchase price
equal to $500 million less the aggregate purchase price of the
Any and All Notes validly tendered and accepted for purchase in the Any
and All Offer. The tender offers are intended to allow the Company to
issue new debt securities to fund the repurchase of the Securities,
thereby extending the maturity date of its near-term debt securities and
reducing the amounts outstanding under the higher-cost portion of its
debt security portfolio. The Company expects to fund the tender offers
with the proceeds from the issuance and sale of debt securities in one
or more capital markets transactions, together with available cash on
hand.

Table I

Securities Subject to the Any and All Offer

Table II

Securities Subject to the Waterfall Offer

Subject to the Maximum Waterfall Tender Amount, the amounts of each
series of Waterfall Notes that are purchased in the Waterfall Offer will
be determined in accordance with the acceptance priority levels
specified in Table II above (the “Acceptance Priority Levels”), with 1
being the highest Acceptance Priority Level and 3 being the lowest
Acceptance Priority Level.

The tender offers are being made pursuant to, and are subject to the
satisfaction or waiver of the terms and conditions, including a
financing condition relating to the receipt of net proceeds from the
completion of our issuance and sale of debt securities in one or more
capital markets transactions, set forth in the Offer to Purchase, dated
May 9, 2019, and the related Letter of Transmittal (as they may each be
amended or supplemented from time to time, the “Offer Documents”). The
tender offers will expire at midnight, New York City time, at the end of
June 6, 2019, unless extended or terminated (the “Expiration Date”).
Tenders of Securities may be properly withdrawn at any time at or prior
to 5:00 p.m., New York City time, on May 22, 2019, but may not be
properly withdrawn thereafter, except where additional withdrawal rights
are required by law.

Holders of Securities that are validly tendered and not properly
withdrawn at or prior to 5:00 p.m., New York City time, on May 22, 2019
(unless extended, the “Early Tender Deadline”) and accepted for purchase
will receive the applicable “Total Consideration,” which includes the
applicable early tender premium specified in the applicable table above
(the “Early Tender Premium”). Payment for Securities that are validly
tendered and not properly withdrawn at or prior to the Early Tender
Deadline and accepted for purchase will be made as soon as reasonably
practicable following the Early Tender Deadline (such date with respect
to the applicable Offer, the “Early Settlement Date”). The Company
expects that the Early Settlement Date will be May 24, 2019, the first
business day after the Price Determination Date. Holders of Securities
who validly tender their Securities following the Early Tender Deadline
and at or prior to the Expiration Date will only receive the applicable
“Tender Offer Consideration” for Securities accepted for purchase, which
is equal to the applicable Total Consideration minus the applicable
Early Tender Premium.

The prices to be paid for each series of Securities subject to the
tender offers and accepted for purchase will be determined at 11:00
a.m., New York City time, on the first business day following the Early
Tender Deadline (as it may be extended with respect to the applicable
offer, the “Price Determination Date”). Promptly after 11:00 a.m., New
York City time, on the Price Determination Date, the Company will issue
a press release specifying, among other things, the Total Consideration
for each series of Securities and the aggregate principal amount of
Securities validly tendered at or prior to the applicable Early Tender
Deadline and accepted for purchase.

Payments for Securities purchased will include accrued and unpaid
interest from and including the last interest payment date applicable to
the relevant series of Securities up to, but not including, the
applicable settlement date for such Securities accepted for purchase.

If the Waterfall Offer is not fully subscribed as of the Early Tender
Deadline, subject to the Maximum Waterfall Tender Amount, Waterfall
Notes validly tendered and not properly withdrawn at or prior to the
Early Tender Deadline will be accepted for purchase in priority to other
Waterfall Notes tendered following the Early Tender Deadline, even if
such Waterfall Notes tendered following the Early Tender Deadline have a
higher Acceptance Priority Level than Waterfall Notes tendered at or
prior to the Early Tender Deadline.

Waterfall Notes of a series may be subject to proration if the aggregate
purchase price of the Waterfall Notes of such series validly tendered
and not properly withdrawn would cause the Maximum Waterfall Tender
Amount to be exceeded. Furthermore, if the Waterfall Offer is fully
subscribed as of the Early Tender Deadline, holders who validly tender
Waterfall Notes following the Early Tender Deadline will not have any of
their Waterfall Notes accepted for purchase.

The Company’s obligation to accept for payment and to pay for the
Securities validly tendered in the tender offers is subject to the
satisfaction or waiver of the conditions, including a financing
condition relating to the receipt of net proceeds from the completion of
our issuance and sale of debt securities in one or more capital markets
transactions, described in the Offer to Purchase.

BofA Merrill Lynch and Mizuho Securities are serving as the Dealer
Managers in connection with the tender offers. The information agent and
tender agent is Global Bondholder Services Corporation. The full details
of the tender offers, including complete instructions on how to tender
Securities, are included in the Offer Documents. Holders are strongly
encouraged to read carefully the Offer Documents, including materials
incorporated by reference therein, because they will contain important
information. Copies of the Offer Documents and related offering
materials are available by contacting the information agent at (212)
430-3774 (banks and brokers) or (866) 807-2200 (all others). Questions
regarding the tender offers should be directed to BofA Merrill Lynch, at
(980) 387-3907 or (888) 292-0070 (toll free) or Mizuho Securities, at
(212) 205-7736 or (866) 271-7403 (toll free).

None of the Company or its affiliates, their respective boards of
directors, the dealer managers, the information agent and tender agent
or the trustee with respect to any Securities is making any
recommendation as to whether holders should tender any Securities in
response to the tender offers, and neither the Company nor any such
other person has authorized any person to make any such recommendation.
Holders must make their own decision as to whether to tender any of
their Securities, and, if so, the principal amount of Securities to
tender.

This news release shall not constitute an offer to sell, a solicitation
to buy or an offer to purchase or sell any securities. The tender offers
are being made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law.

About Motorola Solutions, Inc.

Motorola Solutions is a global leader in mission-critical
communications. Our technology platforms in communications, command
center software, services and video security and analytics make cities
safer and help communities and businesses thrive. At Motorola Solutions,
we are ushering in a new era in public safety and security. Learn more
at www.motorolasolutions.com.

Cautionary Note Regarding Forward-Looking
Statements

This press release contains statements that constitute “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 and other federal securities laws. These
“forward-looking statements” are statements other than statements of
historical fact and may include, among other things, statements in
relation to the Company’s current expectations and beliefs as to its
ability to consummate the tender offers and redemption, including the
timing, size, pricing or other terms of the tender offers, and other
future events. All information set forth in this release is as of the
date hereof. The Company does not intend, and undertakes no duty, to
update this information to reflect future events or circumstances.
Actual results are subject to a number of risks and uncertainties and
may differ materially from the current expectations and beliefs
discussed in this press release. Certain potential factors, risks and
uncertainties that could affect the Company’s business and financial
results and cause actual results to differ materially from those
expressed or implied in any forward-looking statements include the
Company’s ability to complete the tender offers and satisfy the
conditions thereto, and other potential factors, risks and uncertainties
under the heading “Risk Factors” in its Annual Report on Form 10-K for
the year ended December 31, 2018, which is on file with the Securities
and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.

MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or
registered trademarks of Motorola Trademark Holdings, LLC and are used
under license. All other trademarks are the property of their respective
owners. ©2019 Motorola Solutions, Inc. All rights reserved.

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