MSIMotorola Solutions

We note that you present outlook guidance for non-GAAP earnings per share without providing the reconciliation to the most directly comparable GAAP financial measure or the statement that providing such reconciliation requires unreasonable efforts.

Rest of the question

Refer to Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and revise your future filings to provide the required information. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

In Exhibit 99.1 to the Form 8-K filed February 4, 2021, the Company states that it has not quantitatively reconciled its guidance for non-GAAP measurements because such a reconciliation is not available without unreasonable effort. Specifically, in the section of the Company’s earnings release titled “Use of Non-GAAP Financial Information,” the Company states the following:

“The company has not quantitatively reconciled its guidance for non-GAAP measurements under “Business Outlook” in this news release to their most comparable GAAP measurements because the company does not provide specific

Rest of the answer

guidance for the various reconciling items as certain items that impact these measures have not occurred, are out of the company’s control, or cannot be reasonably predicted. Accordingly, a reconciliation to the most comparable GAAP financial measurement is not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the company’s results.”

We respectfully acknowledge the Staff’s comment and in response, our future filings will include the disclosure referenced above in a location of equal prominence as that of the Company’s guidance regarding non-GAAP earnings per share.

If the Staff has any further questions or comments concerning this response, or if you require additional information, please feel free to contact me at (847) 576-8367.

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