Item 15. Exhibits, Financial Statement Schedules

The financial statements and schedule filed as part of this report are listed in the accompanying Index to Financial Statements and Schedule. The exhibits filed as a part of this report are listed in the accompanying Index to Exhibits.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized, on the 29th day of February 2016.

ZEBRA TECHNOLOGIES CORPORATION
By: /s/ Anders Gustafsson
Anders Gustafsson
Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, the report has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Anders Gustafsson Anders Gustafsson	Chief Executive Officer and Director (Principal Executive Officer)	February 29, 2016
/s/ Michael C. Smiley Michael C. Smiley	Chief Financial Officer (Principal Financial Officer)	February 29, 2016
/s/ Stephen Boshold Stephen Boshold	Acting Chief Accounting Officer	February 29, 2016
/s/ Michael A. Smith Michael A. Smith	Director and Chairman of the Board of Directors	February 29, 2016
/s/ Chirantan Desai Chirantan Desai	Director	February 29, 2016
/s/ Richard Keyser Richard Keyser	Director	February 29, 2016
/s/ Andrew Ludwick Andrew Ludwick	Director	February 29, 2016
/s/ Ross W. Manire Ross W. Manire	Director	February 29, 2016
/s/ Frank B. Modruson Frank B. Modruson	Director	February 29, 2016
/s/ Janice M. Roberts Janice M. Roberts	Director	February 29, 2016

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3
Consolidated Statements of Operations for the year ended December 31, 2015, 2014, and 2013	F-4
Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31 2015, 2014 and 2013	F-5
Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2015, 2014, and 2013	F-6
Consolidated Statements of Cash Flows for the year ended December 31, 2015, 2014, and 2013	F-7
Notes to Consolidated Financial Statements	F-8
Financial Statement Schedule
The following financial statement schedule is included herein:
Schedule II - Valuation and Qualifying Accounts	F-42

All other financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or related notes.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Zebra Technologies Corporation

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries ("the Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in Index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Zebra Technologies Corporation and subsidiaries at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method for the balance sheet classification of deferred taxes in 2015.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Zebra Technologies Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2016 expressed an adverse opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois

February 29, 2016

F-2

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	December 31,
	2015				2014
Assets
Current assets:
Cash and cash equivalents	$	192			$	394
Investments and marketable securities	—				24
Accounts receivable, net	674				671
Inventories, net	394				394
Deferred income taxes	—				123
Income tax receivable	4				13
Prepaid expenses and other current assets	68				53
Total Current assets	1,332				1,672
Property and equipment, net	298				255
Goodwill	2,493				2,490
Other intangibles, net	757				1,029
Long-term deferred income taxes	52				—
Other long-term assets	92				93
Total Assets	$	5,024			$	5,539
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	289			$	327
Accrued liabilities	358				421
Deferred revenue	198				196
Current portion of long-term debt	—				4
Income taxes payable	31				5
Total Current liabilities	876				953
Long-term debt	3,012				3,156
Long-term deferred tax liability	1				200
Long-term deferred revenue	124				116
Other long-term liabilities	98				74
Total Liabilities	4,111				4,499
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares; none issued	—				—
Class A common stock, $.01 par value; authorized 150,000,000 shares; issued 72,151,857 shares	1				1
Additional paid-in capital	194				147
Treasury stock at cost, 19,990,006 and 20,497,520 shares at December 31, 2015 and December 31, 2014, respectively	(631		)		(634		)
Retained earnings	1,398				1,535
Accumulated other comprehensive loss	(49		)		(9		)
Total Stockholders’ Equity	913				1,040
Total Liabilities and Stockholders’ Equity	$	5,024			$	5,539

See accompanying Notes to Consolidated Financial Statements.

F-3

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share data)

	Year Ended December 31,
	2015				2014				2013
Net sales
Net sales of tangible products	$	3,133			$	1,499			$	984
Revenue from services and software	519				172				54
Total Net sales	3,652				1,671				1,038
Cost of sales
Cost of sales of tangible products	1,631				792				508
Cost of services and software	377				101				27
Total Cost of sales	2,008				893				535
Gross profit	1,644				778				503
Operating expenses:
Selling and marketing	486				213				138
Research and development	394				151				91
General and administrative	277				138				96
Amortization of intangible assets	251				54				7
Acquisition and integration costs	144				127				5
Exit and restructuring costs	39				6				6
Total Operating expenses	1,591				689				343
Operating income	53				89				160
Other (expenses) income:
Foreign exchange loss	(22		)		(9		)		(1		)
Interest expense, net	(194		)		(62		)		—
Other, net	(1		)		(1		)		5
Total Other (expenses) income	(217		)		(72		)		4
(Loss) income before income taxes	(164		)		17				164
Income tax (benefit) expense	(27		)		(15		)		30
Net (loss) income	$	(137	)		$	32			$	134
Basic (loss) earnings per share	$	(2.69	)		$	0.64			$	2.65
Diluted (loss) earnings per share	$	(2.69	)		$	0.63			$	2.63
Basic weighted average shares outstanding	50,996,297				50,789,173				50,692,942
Diluted weighted average and equivalent shares outstanding	50,996,297				51,379,698				51,063,189

See accompanying Notes to Consolidated Financial Statements.

F-4

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In millions)

	Year Ended December 31,
	2015				2014				2013
Net (loss) income	$	(137	)		$	32			$	134
Other comprehensive (loss) income, net of tax:
Unrealized (loss) gain on anticipated sales hedging transactions	(6		)		7				—
Unrealized (loss) on forward interest rate swaps hedging transactions	(7		)		(8		)		—
Foreign currency translation adjustment	(27		)		1				1
Comprehensive (loss) income	$	(177	)		$	32			$	135

See accompanying Notes to Consolidated Financial Statements.

F-5

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except share data)

		Class A Common Stock				Additional Paid-in Capital				Treasury Stock				Retained Earnings				Accumulated Other Comprehensive (Loss) Income				Total
Balance at December 31, 2012		$	1			$	139			$	(642	)		$	1,369			$	(10	)		$	857
Repurchase of 1,356,861 shares of Class A common stock		—				—				(63		)		—				—				(63		)
Issuance of 963,750 treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards net of cancellations		—				(11		)		34				—				—				23
Repurchased 165,610 shares in exchange for the payment of taxes related to the net share settlements of equity awards										(8		)										(8		)
Additional tax benefit resulting from exercise of options		—				2				—				—				—				2
Share-based compensation		—				13				—				—				—				13
Net income		—				—				—				134				—				134
Foreign currency translation adjustment		—				—				—				—				1				1
Balance at December 31, 2013		$	1			$	143			$	(679	)		$	1,503			$	(9	)		$	959
Issuance of 1,370,705 treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards net of cancellations		—				(22		)		50				—				—				28
Repurchased 65,914 shares in exchange for the payment of taxes related to the net share settlements of equity awards										(5		)										(5		)
Additional tax benefit resulting from exercise of options		—				6				—				—				—				6
Share-based compensation		—				20				—				—				—				20
Net income		—				—				—				32				—				32
Unrealized gain anticipated sales hedging transactions (net of income taxes)		—				—				—				—				7				7
Unrealized loss on forward interest rate swaps hedging transactions (net of income taxes)		—				—				—				—				(8		)		(8		)
Foreign currency translation adjustment		—				—				—				—				1				1
Balance at December 31, 2014		$	1			$	147			$	(634	)		$	1,535			$	(9	)		$	1,040
Issuance of 646,395 treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards net of cancellations		—				1				16				—				—				17
Repurchased 138,881 shares in exchange for the payment of taxes related to the net share settlements of equity awards										(13		)										(13		)
Issuance of warrants exercisable for 250,000 shares, exercise price $89.34, expiration April 5, 2017		—				4				—				—				—				4
Additional tax benefit resulting from exercise of options		—				11				—				—				—				11
Equity based compensation		—				31				—				—				—				31
Net loss		—				—				—				(137		)		—				(137		)
Unrealized loss on anticipated sales hedging transactions (net of income taxes)		—				—				—				—				(6		)		(6		)
Unrealized loss on forward interest rate swaps hedging transactions (net of income taxes)		—				—				—				—				(7		)		(7		)
Foreign currency translation adjustment		—				—				—				—				(27		)		(27		)
Balance at December 31, 2015		$	1			$	194			$	(631	)		$	1,398			$	(49	)		$	913

See accompanying Notes to Consolidated Financial Statements.

F-6

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Year Ended December 31,
	2015				2014				2013
Cash flows from operating activities:
Net (loss) income	$	(137	)		$	32			$	134
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	320				81				32
Amortization of debt issuance cost and discount	16				2				—
Equity-based compensation	31				20				13
Excess tax benefit from share-based compensation	(12		)		(6		)		(4		)
Deferred income taxes	(124		)		(44		)		8
Realized (gain) loss on forward interest rate swaps	(4		)		5				—
All other, net	14				4				—
Changes in assets and liabilities, net of businesses acquired:
Accounts receivable	(6		)		(70		)		(7		)
Inventories	(10		)		(2		)		3
Other assets	(6		)		(13		)		—
Accounts payable	(21		)		62				7
Accrued liabilities	(13		)		164				6
Deferred revenue	17				10				2
Income taxes	38				(5		)		—
Other operating activities	8				8				—
Net cash provided by operating activities	111				248				194
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	(52		)		(3,399		)		(95		)
Purchases of property and equipment	(122		)		(39		)		(20		)
Proceeds from the sale of long-term investments	3				—				—
Acquisition of intangible assets	—				—				(2		)
Purchases of long-term investments	(1		)		(2		)		(12		)
Purchases of investments and marketable securities	(1		)		(651		)		(410		)
Maturities of investments and marketable securities	—				336				49
Proceeds from sales of investments and marketable securities	25				644				337
Net cash used in investing activities	(148		)		(3,111		)		(153		)
Cash flows from financing activities:
Payment of debt issuance costs	—				(24		)		—
Proceeds from issuance of long-term debt	—				3,189				—
Purchase of treasury stock	—				—				(63		)
Payment of long term-debt	(165		)		—				—
Proceeds from exercise of stock options and stock purchase plan purchases	17				26				23
Taxes paid related to net share settlement of equity awards	(13		)		(5		)		(8		)
Excess tax benefit from share-based compensation	12				6				4
Net cash (used in) provided by financing activities	(149		)		3,192				(44		)
Effect of exchange rate changes on cash	(16		)		2				1
Net (decrease) increase in cash and cash equivalents	(202		)		331				(2		)
Cash and cash equivalents at beginning of year	394				63				65
Cash and cash equivalents at end of year	$	192			$	394			$	63
Supplemental disclosures of cash flow information:
Income taxes paid	$	38			$	17			$	18
Interest paid	$	183			$	—			$	—

See accompanying Notes to Consolidated Financial Statements.

F-7

ZEBRA TECHNOLOGIES CORPORATIONAND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Description of Business

Zebra Technologies Corporation and its wholly-owned subsidiaries ("Zebra" or "Company") designs, manufactures, sells and supports a broad range of direct thermal and thermal transfer label printers, radio frequency identification printer/encoders, dye sublimation card printers, real-time locating solutions, related accessories and support software. These products are used principally in automatic identification (auto ID), data collection and personal identification applications and are distributed world-wide through a network of resellers, distributors and end-users representing a wide cross-section of industrial, service and government organizations.

In October 2014, Zebra acquired the Enterprise business (“Enterprise”) from Motorola Solutions, Inc. (“MSI”), for $3.45 billion in cash (the “Acquisition”). Enterprise is an industry leader in mobile computing and advanced data capture technologies and services, which complement Zebra’s printing and radio frequency identification devices ("RFID") products. Its products include rugged and enterprise-grade mobile computers; laser, imaging and radio frequency identification based data capture products; wireless LAN (“WLAN”) solutions and software; and applications that are associated with these products and services. Enterprise service revenues include revenues arising from maintenance, integration services and device and network management.

Note 2 Summary of Significant Accounting Policies

Principles of Consolidation. These accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States and include the accounts of Zebra and its wholly owned subsidiaries. All significant intercompany accounts, transactions and unrealized profit were eliminated in consolidation.

Fiscal Calendar. Zebra operates on a 4 week/4 week/5 week fiscal quarter, and each fiscal quarter ends on a Saturday. The fiscal year always begins on January 1 and ends on December 31. This fiscal calendar results in some fiscal quarters being either greater than or less than 13 weeks, depending on the days of the week those dates fall. During the 2015 fiscal year, our quarter end dates were as follows:

•	April 4,

•	July 4,

•	October 3, and

•	December 31.

Use of Estimates. These consolidated financial statements were prepared using estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of estimates include: loss contingencies; product warranties; useful lives of our tangible and intangible assets; allowances for doubtful accounts; and share-based compensation forfeiture rates. Actual results could differ from those estimates.

Cash and Cash Equivalents. Cash consists primarily of deposits with banks. In addition, the Company considers highly liquid short-term investments with original maturities of less than three months to be cash equivalents. These highly liquid short-term investments are readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of a change in value because of changes in interest rates.

Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable consist primarily of amounts due to us from our customers in the course of normal business activities. Collateral on trade accounts receivable is generally not required. The Company maintains an allowance for doubtful accounts for estimated uncollectible accounts receivable. The allowance is based on our assessment of known delinquent accounts. Accounts are written off against the allowance account when they are determined to be no longer collectible.

Inventories. Inventories are stated at the lower of cost or market, and cost is determined by the first-in, first-out ("FIFO") method. Manufactured inventories consist of the following costs: components, direct labor and manufacturing overhead. Purchased inventories also include internal purchasing overhead costs. We review inventory quantities on hand and record a provision for excess and obsolete inventory based on forecasts of product demand and production requirements or historical consumption when appropriate.

Property and Equipment. Property and equipment is stated at cost. Depreciation and amortization is computed primarily using the straight-line method over the estimated useful lives of the various classes of property and equipment, which are 30 years for

F-8

buildings and range from 3 to 10 years for other property. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset.

Income Taxes. The Company accounts for income taxes under the liability method in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes. Accordingly, deferred income taxes are provided for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the benefit of tax positions when it is more likely than not to be sustained on its technical merits. The Company recognizes interest and penalties related to income tax matters as part of income tax expense.

Goodwill. Goodwill is not amortized, but is evaluated for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. If a quantitative assessment is completed as part of our impairment analysis for a reporting unit, we engage a third party appraisal firm to assist in the determination of estimated fair value for each reporting unit. This determination includes estimating the fair value using both the income and market approaches. The income approach requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows and discount rates. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping.

The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires us to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which we compete; the discount rates; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization and capital expenditures. The allocation requires several analyses to determine the fair value of assets and liabilities including, among other things, customer relationships and trade names. Although we believe our estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates.

Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of any goodwill impairment charge, or both.

We also compared the sum of the estimated fair values of the reporting units to the Company’s total value as implied by the market value of the Company’s securities. This comparison indicated that, in total, our assumptions and estimates were reasonable. However, future declines in the overall market value of the Company’s securities may indicate that the fair value of one or more reporting units has declined below its carrying value.

One measure of the sensitivity of the amount of goodwill impairment charges to key assumptions is the amount by which each reporting unit “passed” (fair value exceeds the carrying amount) or “failed” (the carrying amount exceeds fair value) the first step of the goodwill impairment test. Our reporting units’ fair values exceeded their carrying values.

Other Intangibles. Other intangible assets capitalized consist primarily of current technology, customer relationships, trade names, unpatented technology, and patent rights. These assets are recorded at cost and amortized on a straight-line basis over a weighted-average life of 3.0 years, which approximates the estimated useful lives. Weighted average lives remaining by intangible asset class are as follows: Current technology 1.9 years; Trade names 0.8 years; Unpatented technology 2.4 years; Patent and patent rights 2.2 years and Customer relationships 4.7 years.

Amortization of Debt Issuance Costs. The Company capitalizes costs incurred in connection with borrowings or establishment of credit facilities. These costs are amortized over the life of the borrowing or life of the credit facility using the effective interest method.

Revenue Recognition. Revenue includes sales of hardware, supplies and services (including repair services and extended service contracts, which typically occur over time, and professional services, which typically occur at the inception of a project). We enter into revenue arrangements that may consist of multiple deliverables of our hardware products and services due to the needs of our customers. For this type of revenue arrangements, we apply the guidance in ASC 605 "Revenue Recognition" to identify the separate units of accounting by determining whether the delivered items have value to the customer on a standalone basis. Generally, our multiple deliverables arrangements do not have a right of return. We also follow the accounting principles that establish a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE) and (iii) best estimate of the selling price (ESP). Generally, our agreements contain termination provisions whereby we are entitled to payment for delivered equipment and services rendered through the date of the termination. Some of our agreements may also contain cancellation

F-9

provisions that in certain cases result in customer penalties. We may enter into multiple agreements with a single customer. In those cases we follow the guidance in ASC 985 "Software" to determine whether these agreements should be accounted for as a single multiple element arrangement. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and title has passed to the customer, which typically happens at the point of shipment provided that no significant obligations remain, the price is fixed and determinable and collectability of the sales price is reasonably assured. For hardware sales, in addition to the criteria discussed above, revenue recognition incorporates allowances for discounts, price protection, returns and customer incentives that can be reasonably estimated. In addition to cooperative marketing and other incentive programs, the Company has arrangements with some distributors, which allow for price protection and limited rights of return, generally through stock rotation programs. Under the price protection programs, the Company gives distributors credits for the difference between the original price paid and the Company’s then current price. Under the stock rotation programs, distributors are able to exchange certain products based on the number of qualified purchases made during the period. We monitor and track these programs and record a provision for future payments or credits granted as reductions of revenue based on historical experience. Recorded revenues are reduced by these allowances. The Company enters into post contract maintenance and support agreements; revenues are deferred and then recognized ratably over the service period and the cost of providing these services is expensed as incurred. The Company includes shipping and handling charges billed to customers as revenue when the product ships; any costs incurred related to these services are included in cost of sales.

Research and Development Costs. Research and development costs ("R&D") are expensed as incurred. These costs include:

•	Salaries, benefits, and other R&D personnel related costs,

•	Consulting and other outside services used in the R&D process,

•	Engineering supplies,

•	Engineering related information systems costs, and

•	Allocation of building and related costs.

Advertising. Advertising is expensed as incurred. Advertising costs totaled $22 million for the year ended December 31, 2015, $13 million for the year ended December 31, 2014 and $7 million for the year ended December 31, 2013.

Warranty. The Company generally provides warranty coverage of 1 year on mobile computers and WLAN products. Advanced data capture products are warranted from 1 to 5 years, depending on the product. Printers are warranted for one year against defects in material and workmanship. Thermal printheads are warranted for 6 months and batteries are warranted for 1 year. Battery based products, such as location tags, are covered by a 90 days warranty. A provision for warranty expense is adjusted quarterly based on historical warranty experience.

The following table is a summary of the Company’s accrued warranty obligation (in millions):

	Year Ended December 31,
Warranty reserve	2015				2014				2013
Balance at the beginning of the year	$	25			$	4			$	4
Acquisition	—				21				—
Warranty expense	30				13				7
Warranty payments	(33		)		(13		)		(7		)
Balance at the end of the year	$	22			$	25			$	4

Fair Value of Financial Instruments. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Our financial assets and financial liabilities that require recognition under the accounting guidance generally include our available-for-sale investments, employee deferred compensation plan investments, foreign currency derivatives and interest rate swaps. In accordance with ASC 815, "Derivatives and Hedging" we recognize derivative instruments and hedging activities as either assets or liabilities on the balance sheet and measure them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. See Note 13 Derivative Instruments for additional information on our derivatives and hedging activities.

The Company has foreign currency forwards to hedge certain foreign currency exposures and interest rate swaps to hedge a portion of the variability in future cash flows on debt. We use broker quotations or market transactions, in either the listed or over-the-counter markets to value our foreign currency exchange contracts and relevant observable market inputs at quoted intervals, such as forward yield curves and the Company’s own credit risk to value our interest rate swaps.

The Company’s investments in marketable debt securities are classified as available-for-sale except for securities held in the Company’s deferred compensation plans, which are considered to be trading securities. In general we use quoted prices in

F-10

active markets for identical assets to determine fair value. If active markets for identical assets are not available to determine fair value, then we use quoted prices for similar assets or inputs that are observable either directly or indirectly.

Share-Based Compensation. At December 31, 2015, the Company had a general share-based compensation plan and an employee stock purchase plan under which shares of our common stock were available for future grants and sales, and which are described more fully in Note 18 Share-Based Compensation. We account for these plans in accordance with ASC 505 "Equity" and ASC 718 "Compensation - Stock Compensation." The Company recognizes compensation costs using the straight-line method over the vesting period upon grant of up to 4 years.

The compensation expense and the related income tax benefit for share-based compensation were included in the Consolidated Statement of Operations as follows (in millions):

	Year Ended December 31,
Compensation costs and related income tax benefit	2015				2014				2013
Cost of sales	$	3			$	1			$	1
Selling and marketing	8				4				2
Research and development	8				3				2
General and administration	14				12				8
Total compensation expense	$	33			$	20			$	13
Income tax benefit	$	11			$	7			$	5

Foreign Currency Translation. The consolidated balance sheets of the Company’s non-U.S. subsidiaries, not having a U.S. dollar functional currency, are translated into U.S. dollars using the year-end exchange rate, and statement of earnings items are translated using the average exchange rate for the year. The resulting translation gains or losses are recorded in stockholders’ equity as a cumulative translation adjustment, which is a component of accumulated other comprehensive (loss) income.

Acquisition and Integration Costs. The Company expenses acquisition and integration costs as incurred. The Company incurred transaction expenses of approximately $144 million, $127 million, and $5 million, which have been recorded in acquisition and integration costs in the consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013, respectively.

Acquisitions. We account for acquired businesses using the acquisition method of accounting. This method requires that the purchase price be allocated to the identifiable assets acquired and liabilities assumed at their estimated fair values. The excess of the purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill.

The estimates used to determine the fair value of long-lived assets, such as intangible assets, can be complex and require significant judgments. We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived assets. While we use our best estimates and assumptions as a part of the purchase price allocation process, our estimates are inherently uncertain and subject to refinement. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, customer attrition rates and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but due to the inherent uncertainty during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of. The Company accounts for long-lived assets in accordance with the provisions of ASC 360 "Property, Plant and Equipment." The statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the sum of the undiscounted cash flows expected to result from the use and the eventual disposition of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Recently Issued Accounting Pronouncements.

Recently Adopted.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-03 “Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct

F-11

deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. This standard is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Upon adoption, an entity must apply the new guidance retrospectively to all prior periods presented in the financial statements. As permitted, the Company early adopted this ASU beginning in the second quarter of calendar year 2015. The impact of this ASU reduced both long-term assets and long-term debt by $26 million at December 31, 2015. It also reduced long-term assets, short-term debt and long-term debt by $30 million, $3 million, and $27 million, respectively, at December 31, 2014. This ASU has no impact on the consolidated statements of operations or cash flows.

In August 2015, the FASB issued ASU 2015-15 “Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements- Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update).” This ASU indicates that the guidance in ASU 2015-03, discussed above, does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff has indicated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. However, in conjunction with ASU 2015-03, the Company has elected to present debt issuance costs associated with its line-of-credit arrangement as a direct deduction from the carrying amount of its total debt liability regardless of whether there are any outstanding borrowings on the line-of-credit arrangement and amortizing these costs using the straight line method over its term. This ASU has no impact on the consolidated statements of operations or cash flows.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This update is to be applied prospectively and is effective for interim and annual periods beginning after December 15, 2015 with earlier adoption permitted. The Company elected to early adopt this ASU during the third quarter of 2015. See Note 3 Business Combinations for additional information.

In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” to simplify the presentation of deferred taxes. The amendments in this update require that deferred tax assets and liabilities be classified as non-current on the balance sheet. This ASU is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016 with earlier adoption permitted. Companies can adopt the guidance either prospectively or retrospectively. In order to simplify the presentation of deferred taxes in its consolidated balance sheet, the Company elected to early adopt this ASU prospectively during the fourth quarter of 2015. As a result, the prior periods were not retrospectively adjusted. This ASU has no impact on the consolidated statements of operations or cash flows.

Not Yet Effective

In May 2014, the FASB issued update 2014-9, ASC 606, "Revenue from Contracts with Customers." The core principle is that a company should recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration, which the entity expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers: Deferral of the Effective Date," which deferred the effective date for all entities by one year so it is now effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Earlier application is prohibited. Management is still assessing the impact of adoption on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement." This update provides guidance to customers about whether a cloud computing arrangement includes a software license or should be accounted for differently. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change generally accepted accounting principles for a customer’s accounting for service contracts. This update is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Entities have the option of applying the guidance (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. Management is still assessing the impact of adoption on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value

F-12

for entities that measure inventory using first-in, first-out (FIFO) or average cost. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective for fiscal years beginning after December 15, 2016 and for interim periods therein. Early adoption is permitted and the guidance must be applied prospectively after the date of adoption. Management is still assessing the impact of adoption on its consolidated financial statements.

In January, 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC 820, "Fair Value Measurements", and as such these investments may be measured at cost. ASU 2016-01 will be effective for the Company’s fiscal year beginning January 1, 2018 and subsequent interim periods. Early adoption of the amendment in this ASU is not permitted. Amendments should be applied by means of cumulative effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values including disclosure requirements should be applied prospectively to equity investments that exist as of the date of adoption of the ASU. Management is still assessing the impact of adoption on its consolidated financial statements.

Note 3 Business Combinations

On October 27, 2014, the Company completed the Acquisition from MSI for a purchase price of $3.45 billion. The Acquisition enables the Company to further sharpen its strategic focus on providing mission-critical Enterprise Asset Intelligence solutions for its customers. Certain assets and liabilities historically associated with the Enterprise business were retained by MSI, including MSI’s iDEN infrastructure business. The Acquisition was completed pursuant to the Master Acquisition Agreement dated April 14, 2014, as amended (the “Master Acquisition Agreement”) and was structured as a combination of stock and asset acquisitions and a merger of certain US entities, resulting in 100% ownership of Enterprise.

The Company financed the Acquisition through a combination of cash on hand and borrowings of $3.25 billion (the “Indebtedness”), including the sale of 7.25% senior notes due 2022 in an aggregate principal amount of $1.05 billion and a credit agreement with various lenders that provided a term loan of $2.2 billion due 2021. See Note 14 Long-Term Debt. The consideration paid to MSI was 100% cash in the amount of $3.45 billion. During the year ended December 31, 2015, the Company paid additional consideration of $51 million to MSI which included a $2 million opening cash adjustment and settlement of working capital adjustments.

In connection with its acquisitions, the Company incurred related transaction expenses, which have been recorded in acquisition and integration costs in the consolidated statements of operations of approximately $144 million, $127 million and $5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

In connection with the closing of the Acquisition, the Company issued stock-based awards to Enterprise employees with value equivalent to the unvested portion of the employees’ awards as of the date of close. The new awards issued were in the form of performance restricted stock, performance stock units, restricted stock and restricted stock units. Under MSI’s legacy equity awards, in the event that an Enterprise employee’s employment is terminated as a result of a divestiture of the MSI business, unvested awards at the time of divestiture would vest on a pro rata basis through the divestiture date, with the remaining awards (or portion of awards) being forfeited. Consequently, the legacy MSI awards held by Enterprise employees vested pro rata up to the date of Acquisition and the remaining awards (or portions of awards) were forfeited. The replacement grants of equity awards by the Company to Enterprise employees representing the unvested (and therefore forfeited) legacy MSI awards require future service to be rendered to Zebra, beginning on the grant date. As a result, the fair value of the replacement awards is recognized as compensation cost in the post-combination financial statements, and there was no adjustment to the Acquisition purchase price.

Goodwill represents the consideration paid in excess of the fair value of the net tangible and intangible assets acquired. The Company paid this premium for a number of reasons, including acquiring an experienced workforce and enhanced technology capabilities as further described above.

The purchase price was allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values resulting in goodwill of $2.339 billion. See Note 9 Goodwill and Other Intangibles. During 2015, the Company adjusted certain preliminary values from 2014. The fair value adjustments resulted in an increase of $96 million in assets, an increase of $107 million in liabilities, a foreign currency translation adjustment of $8 million and a corresponding

F-13

increase to goodwill of $3 million. Certain intangible assets including goodwill are denominated in foreign currency and, as such, include the effects of foreign currency translation.

The following table summarizes the fair values of the assets acquired and the liabilities assumed at the date of the Acquisition (in millions):

Cash and cash equivalents	$	101
Accounts receivable (1)	440
Inventories	264
Deferred income taxes, current	142
Other current assets	22
Property and equipment	123
Deferred income taxes	85
Intangible assets	994
Other non-current assets	49
Deferred revenue	(172		)
Tax liabilities	(10		)
Deferred income taxes, current	(36		)
Other current liabilities (2)	(364		)
Long-term deferred revenue	(103		)
Unrecognized tax benefits	(6		)
Other non-current liabilities	(24		)
Deferred income taxes	(299		)
Total identifiable net assets	$	1,206

(1)	Based on the purchase price allocations, accounts receivable estimated fair value is $440 million and a gross contractual value of $461 million. The difference represents The Company’s best estimate of the contractual cash flows that will not be collected.

(2)	Other current liabilities include accounts payable, customer reserves, and employee compensation and related benefits.

The intangible assets of $994 million consist of the following (in millions):

	Amount				Weighted Avg Amortization Period (in years)
Customer relationships	$	450			7.0 years
Unpatented technology	270				3.9 years
Patented technology	215				3.5 years
Trade names	40				2 years
Backlog	19				1 year
Acquired other intangibles	$	994

As of December 31, 2015 and December 31, 2014, there were $20 million of indemnification assets recorded to reflect MSI’s obligation to reimburse the Company for pre-acquisition tax liabilities, statutory bonus accruals, and sales incentive plan accruals assumed. The amounts were recorded in accordance with the Master Acquisition Agreement.

Goodwill has been assigned to the Enterprise operating segment. The amount of tax deductible goodwill is $103 million.

Concurrent with the closing of the transaction, we entered into Transition Services Agreements (“TSAs”) with MSI, whereby MSI provides various services; primarily information technology. Our costs under the TSAs commenced in November 2014. Zebra is scheduled to exit the TSAs in October 2017, which is a 12 month extension from the original October 2016 exit date. The monthly cost is approximately $5 million per month. These costs are being reduced as we discontinue certain services and transition these services into our own processes. We incurred $10 million under the TSAs from October 28th through December 31, 2014 and $58 million under the TSA from January 1, 2015 through December 31, 2015.

During September 2015, the Company received a revised valuation report from a third party valuation firm. After reviewing the results of the valuation reports, the Company reduced the value of intangible assets $20 million, property and equipment $3

F-14

million and deferred revenue $1 million and increased inventory $1 million with a corresponding $21 million increase to goodwill. As discussed in Note 2 Summary of Significant Accounting Policies, the Company has adopted ASU 2015-16 “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,” which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The fair value, balance sheet adjustments recorded during the third quarter of 2015 and related income statement effects that would have been recognized in previous periods even if we had not early adopted ASU 2015-16 are immaterial.

Hart Systems In the fourth quarter 2013, The Company acquired all of the outstanding membership interests in Hart Systems, LLC (a New York limited liability company) for approximately $96 million with $61 million of the purchase price allocated to goodwill. As of September 27, 2014 the purchase price allocation was finalized and the amount of goodwill was reduced to $59 million for adjustments related to deferred taxes. The Consolidated Statements of Operations includes the impact of this acquisition subsequent to the December 18, 2013 acquisition date.

Note 4 Fair Value Measurements

Financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy in accordance with ASC Topic 820, "Fair Value Measurements." Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into the following three broad levels:

Level 1:		Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. (e.g. U.S. Treasuries and money market funds)
Level 2:		Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
Level 3:		Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. In addition, the Company considers counterparty credit risk in the assessment of fair value

Financial assets and liabilities carried at fair value as of December 31, 2015, are classified below (in millions):

	Level 1				Level 2				Level 3				Total
Assets:
Forward contracts (2)	$	6			$	1			$	—			$	7
Money market investments related to the deferred compensation plan	9				—				—				9
Total Assets at fair value	$	15			$	1			$	—			$	16
Liabilities:
Forward interest rate swap contracts (3)	$	—			$	26			$	—			$	26
Liabilities related to the deferred compensation plan	9				—				—				9
Total Liabilities at fair value	$	9			$	26			$	—			$	35

F-15

Financial assets and liabilities carried at fair value as of December 31, 2014, are classified below (in millions):

	Level 1				Level 2				Level 3				Total
Assets:
U.S. government and agency securities	$	11			$	—			$	—			$	11
Obligations of government-sponsored enterprises (1)	—				1				—				1
State and municipal bonds	—				5				—				5
Corporate securities	—				7				—				7
Investments subtotal	11				13				—				24
Forward contracts (2)	2				7				—				9
Money market investments related to the deferred compensation plan	6				—				—				6
Total Assets at fair value	$	19			$	20			$	—			$	39
Liabilities:
Forward interest rate swap contracts (3)	$	—			$	17			$	—			$	17
Liabilities related to the deferred compensation plan	6				—				—				6
Total Liabilities at fair value	$	6			$	17			$	—			$	23

(1)	Includes investments in notes issued by the Federal Home Loan Mortgage Corporation and the Federal Home Loan Bank.

(2)	The fair value of forward contracts is calculated as follows:

a.	Fair value of a collar or put option contract associated with forecasted sales hedges is calculated using bid and ask rates for similar contracts.

b.	Fair value of regular forward contracts associated with forecasted sales hedges is calculated using the period-end exchange rate adjusted for current forward points.

c.

Fair value of hedges against net assets is calculated at the period end exchange rate adjusted for current forward points unless the hedge has been traded but not settled at period end (Level 2). If this is the case, the fair value is calculated at the rate at which the hedge is being settled (Level 1). As a result, transfers from Level 2 to Level 1 of the fair value hierarchy totaled $6 million and $2 million as of December 31, 2015 and 2014, respectively.

(3)	The fair value of forward interest rate swap is based upon a valuation model that uses relevant observable market inputs at the quoted intervals, such as forward yield curves, and is adjusted for the Company's own credit risk and the interest rate swap terms. See gross balance reporting in Note 13 Derivative Instruments.

The following table presents the Company’s activity for assets measured at fair value on a recurring basis using significant unobservable inputs, Level 3 as defined in ASC 820 for the year ended December 31, 2014 (in millions): There was no activity for 2015.

	December 31, 2014
Balance at beginning of the year	$	3
Transfers to Level 3	—
Total losses (realized or unrealized):
Included in earnings	(1		)
Included in other comprehensive income (loss)	—
Purchases and settlements (net)	(2		)
Balance at end of year	$	—
Total gains (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets still held at end of 2014	$	—

F-16

The Company had no investments as of December 31, 2015. The following is a summary of investments as of December 31, 2014 (in millions):

	Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
U.S. government and agency securities	$	11			$	—			$	—			$	11
Obligations of government-sponsored enterprises	1				—				—				1
State and municipal bonds	5				—				—				5
Corporate securities	7				—				—				7
Total investments	$	24			$	—			$	—			$	24

The carrying value for the Company's financial instruments that are classified as current assets (other than short-term investments) and current liabilities' approximate fair value due to their short maturities.

Note 5 Investments and Marketable Securities

Investments in marketable debt securities are classified based on intent and ability to sell investment securities. The Company’s available-for-sale securities are used to fund future acquisitions and other operating needs and therefore can be sold prior to maturity. Investments in marketable debt securities for which the Company intends to sell within the next year are classified as current and those that we intend to hold in excess of one year are classified as non-current.

Changes in the market value of available-for-sale securities are reflected in the accumulated other comprehensive income caption of stockholders’ equity in the balance sheet, until we dispose of the securities. Once these securities are disposed of, either by sale or maturity, the accumulated changes in market value are transferred to investment income. On the Consolidated Statements of Cash Flows, changes in the balances of available-for-sale securities are shown as purchases, sales and maturities of investments and marketable securities under investing activities.

Changes in market value of trading securities would be recorded in investment income as they occur, and the related cash flow statement includes changes in the balances of trading securities as operating cash flows.

As of December 31, 2015, there were no investments and marketable securities. For the years ended December 31, 2015, 2014 and 2013, changes in unrealized gains and losses on available-for-sale securities were immaterial.

The following table shows the number, aggregate market value and unrealized losses (in millions) of investments with market values that were less than amortized cost as of December 31, 2014. These lower market values are primarily caused by fluctuations in interest rates and credit spreads. All remaining investments and marketable securities have been sold during 2015.

	Unrealized Loss < 12 months										Unrealized Loss > 12 months
	Number of investments		Aggregate Market Value				Unrealized Losses				Number of investments		Aggregate Market Value				Unrealized Losses
Government securities	—		$	—			$	—			1		$	8			$	—
State and municipal bonds	—		—				—				2		1				—
Corporate Securities	1		1				—				11		3				—
Other	—		—				—				1		—				—
Total	1		$	1			$	—			15		$	12			$	—

F-17

Using the specific identification method, the proceeds and realized gains on the sales of available-for-sale securities were as follows (in millions):

	Year Ended December 31,
		2015				2014				2013
Proceeds		$	25			$	644			$	337
Realized gains		—				1				1
Realized losses		—				(1		)		—
Net realized gains included in other comprehensive income (loss) as of the end of the prior year		—				—				—

Included in the Company’s cash, restricted cash, investments and marketable securities are amounts held by foreign subsidiaries. The Company had $166 million as of December 31, 2015, and $268 million as of December 31, 2014 of foreign cash and investments out of the Company's total cash positions of $192 million and $394 million, respectively.

Note 6 Accounts Receivable

The components of accounts receivable, net are as follows (in millions):

	December 31,
	2015				2014
Accounts receivable, gross	$	680			$	672
Accounts receivable reserves	(6		)		(1		)
Accounts receivable, net	$	674			$	671

Note 7 Inventories

The components of inventories, net are as follows (in millions):

	December 31,
	2015				2014
Raw material	$	178			$	140
Work in process	—				—
Finished goods	272				260
Inventories, gross	450				400
Inventory reserves	(56		)		(6		)
Inventories, net	$	394			$	394

Note 8 Property and Equipment

Property and equipment is comprised of the following (in millions):

	December 31,
	2015				2014
Buildings	$	50			$	49
Land	10				10
Machinery, equipment and tooling	210				178
Furniture and office equipment	20				14
Computers and software	180				147
Leasehold improvements	63				21
Projects in progress - other	21				29
	554				448
Less accumulated depreciation and amortization	(256		)		(193		)
Net property and equipment	$	298			$	255

F-18

Other items related to property and equipment are as follows (in millions):

	December 31,
	2015				2014
Unamortized computer software costs	$	40			$	41

	Year Ended December 31,
	2015				2014				2013
Amortization of capitalized software	$	9			$	9			$	9
Total depreciation expense charged to operations	69				27				25

Note 9 Goodwill and Other Intangibles

In 2014, the Company acquired intangible assets in the amount of $994 million for developed technology, customer relationships and trade names associated with the Acquisition. These intangible assets have an estimated useful life ranging from 1 to 8 years. See Note 3 Business Combinations for specific information regarding the Acquisition.

Other intangibles, net are as follows (in millions):

	December 31, 2015
	Gross Amount				Accumulated Amortization				Net Amount
Amortized intangible assets
Current technology	$	25			$	(19	)		$	6
Trade names	40				(24		)		16
Unpatented technology	270				(87		)		183
Patent and patent rights	247				(99		)		148
Customer relationships	517				(113		)		404
Total	$	1,099			$	(342	)		$	757
Amortization expense for the year ended December 31, 2015					$	251

Estimated amortization expense:	Amount
For the year ended December 31, 2016	$	234
For the year ended December 31, 2017	198
For the year ended December 31, 2018	108
For the year ended December 31, 2019	88
For the year ended December 31, 2020	42
Thereafter	87
Total	$	757

	December 31, 2014
	Gross Amount				Accumulated Amortization				Net Amount
Amortized intangible assets
Current technology	$	23			$	(16	)		$	7
Trade names	40				(2		)		38
Unpatented technology	280				(13		)		267
Patent and patent rights	245				(32		)		213
Customer relationships	532				(28		)		504
Total	$	1,120			$	(91	)		$	1,029
Amortization expense for the year ended December 31, 2014					$	54

Certain intangible assets including goodwill are denominated in foreign currency and, as such, include the effects of foreign currency translation.

F-19

Changes in the net carrying value amount of goodwill were as follows (in millions):

	Total
Goodwill as of December 31, 2013	$	156
Opening balance sheet adjustments – Hart Systems 2014 (Retail Solutions)	(2		)
Acquisition – Enterprise	2,336
Goodwill as of December 31, 2014	2,490
Opening balance sheet adjustments – Enterprise 2015	11
Foreign exchange impact	(8		)
Goodwill as of December 31, 2015	$	2,493

Gross goodwill was $266 million and accumulated impairments were $110 million as of December 31, 2013. As of December 31, 2015 goodwill totaled $2.3 billion for the Enterprise reportable segment and $154 million for the Legacy Zebra reportable segment.

The Retail Solutions Group reporting unit had total goodwill of $59.0 million as of December 31, 2015. During the fourth quarter of 2015, we finalized the determination of estimated fair value of the Retail Solutions Group reporting unit as of the first day of the fourth quarter of 2015. The determination of fair value and the allocation of that value to individual assets and liabilities within the Retail Solutions Group reporting unit requires us to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies; a control premium appropriate for acquisitions in the industries in which the Retail Solutions Group reporting unit competes; a discount rate; a terminal growth rate; and forecasts of revenue, operating income, depreciation and amortization and capital expenditures. The estimate of fair value indicated that the fair value of the Retail Solutions Group reporting unit exceeded its carrying value by approximately 12% as of the valuation date. Although we believe our estimate of fair value is reasonable, actual financial results could differ from that estimate due to the inherent uncertainty involved in making such estimate.

Note 10 Other Long-Term Assets

Other long-term assets consist of the following (in millions):

	December 31,
	2015				2014
Investments related to the deferred compensation plan	$	9			$	6
Long-term investments	31				32
Other long-term assets	25				23
Long-term trade receivable	11				17
Long-term notes receivable	14				14
Deposits	2				1
Total	$	92			$	93

The long-term investments, which are accounted for using the cost method of accounting, are primarily in venture capital backed technology companies and the Company's ownership interest is between 1.9% to 17.4%. Under the cost method of

accounting, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions and additional investments.

F-20

Note 11 Accrued Liabilities

The components of accrued liabilities are as follows (in millions):

	December 31,
	2015				2014
Accrued payroll	$	47			$	48
Accrued warranty	22				25
Accrued taxes	10				11
Interest payable	36				35
Amount owed to seller	—				49
Customer reserves	38				39
Restructuring liability	9				7
Accrued incentive compensation	47				31
Accrued other expenses	149				176
Total accrued liabilities	$	358			$	421

Note 12 Costs Associated with Exit and Restructuring

Total exit and restructuring charges of $45 million life to date specific to the Acquisition have been recorded through December 31, 2015: $9 million in the Legacy Zebra segment and $36 million in the Enterprise segment related to organizational design changes. See Note 3 Business Combinations for specific information regarding the Acquisition.

During 2015, the Company incurred exit and restructuring costs specific to the Acquisition as follows (in millions):

Type of Cost		Cumulative costs incurred through December 31, 2014				Costs incurred for the year ended December 31, 2015				Cumulative costs incurred through December 31, 2015
Severance, stay bonuses, and other employee-related expenses		$	6			$	30			$	36
Obligations for future non-cancellable lease payments		—				9				9
Total		$	6			$	39			$	45

Exit and restructuring charges for the year ended December 31, 2015 were $9 million and $30 million for the Legacy Zebra and the Enterprise segments, respectively. The Company expects additional charges related to the Acquisition through the end of 2016 ranging from $10 million to $20 million.

As of December 31, 2014, the Company incurred the following exit and restructuring costs related to the 2014 organization design changes, Location Solutions business management structure and manufacturing operations relocation and restructuring, which included the Acquisition (in millions):

Type of Cost		Cumulative costs incurred through December 31, 2013				Costs incurred for the year ended December 31, 2014				Cumulative costs incurred through December 31, 2014
Severance, stay bonuses, and other employee-related expenses		$	7			$	6			$	13

A rollforward of the exit and restructuring accruals is as follows (in millions):

		Year Ended December 31,
		2013				2014				2015
Balance at beginning of year		$	1			$	1			$	7
Charged to earnings		6				6				39
Cash paid		(6		)		—				(32		)
Balance at the end of year		$	1			$	7			$	14

F-21

Liabilities related to exit and restructuring activities are included in the following accounts in the Consolidated Balance Sheets (in millions):

		December 31,
		2013				2014				2015
Accrued liabilities		$	1			$	7			$	9
Other long-term liabilities		—				—				5
Total liabilities related to exit and restructuring activities		$	1			$	7			$	14

Payments of the related, long-term liabilities will be completed by October 2024.

Note 13 Derivative Instruments

The Company conducts business on a multinational basis in a wide variety of foreign currencies; as such the Company manages these risks using derivative financial instruments. The exposure to market risk for changes in foreign currency exchange rates arises from cross-border financing activities between subsidiaries, and foreign currency denominated monetary assets and liabilities. The objective is to preserve the economic value of non-functional currency denominated cash flows. Therefore, the goal is to hedge transaction exposures with natural offsets to the fullest extent possible and, once these opportunities have been exhausted, through foreign exchange forward and option contracts with third parties.

The Company entered into a credit agreement, which provides for a term loan of $2.2 billion (“Term Loan”) and a revolving credit facility of $250 million (“Revolving Credit Facility”). See Note 14 Long-Term Debt. As such, the Company has exposure to market risk for changes in interest expense calculated off of variable interest rates on the term facility that was used to fund the Acquisition. The Company entered into forward interest rate swaps to hedge a portion of the interest rate risk associated with the Term Loan.

The fair value of the forward starting interest rate swap contracts is estimated using market quoted forward interest rates for the London Interbank Offered Rate (“LIBOR”) at the balance sheet date and the application of such rates subject to the interest rate swap terms. In accordance with ASC 815 “Derivative and Hedging,” the Company recognizes derivative instruments as either assets or liabilities on the balance sheet and measures them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated as and qualifies for hedge accounting. The Company’s master netting and other similar arrangements with the respective counterparties allow for net settlement under certain conditions, which are designed to reduce credit risk by permitting net settlement with the same counterparty.

Credit and Market Risk

Financial instruments, including derivatives, expose the Company to counterparty credit risk for nonperformance and to market risk related to interest and currency exchange rates. The Company manages its exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. Its counterparties in derivative transactions are commercial banks with significant experience using derivative instruments. The Company monitors the impact of market risk on the fair value and cash flows of its derivative and other financial instruments considering reasonably possible changes in interest rates and currency exchange rates and restricts the use of derivative financial instruments to hedging activities. The Company continually monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business. The terms and conditions of the Company's credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer.

Fair Value of Derivative Instruments

The Company has determined that derivative instruments for hedges that have traded but have not settled are considered Level 1 in the fair value hierarchy, and hedges that have not traded are considered Level 2 in the fair value hierarchy. Derivative instruments are used to manage risk and are not used for trading or other speculative purposes, nor does the Company use leveraged derivative financial instruments. The foreign currency exchange contracts are valued using broker quotations or market transactions, in either the listed or over-the-counter markets.

Hedging of Monetary Net Assets

The Company uses forward contracts to manage exposure related to its British Pound, Canadian Dollar, Czech Koruna, Brazilian Real, Malaysian Ringgit and Euro denominated net assets. Forward contracts typically mature within three months after execution of the contracts. The Company records monetary gains and losses on these contracts and options in income each quarter along with the transaction gains and losses related to its net asset positions, which would ordinarily offset each other.

F-22

Summary financial information related to these activities included in the Company's consolidated statements of operations as other (expense) income is as follows (in millions):

	Year Ended December 31,
	2015				2014				2013
Realized gain (loss) from foreign exchange derivatives	$	11			$	6			$	(2	)
(Loss) gain on net foreign currency assets	(33		)		(15		)		1
Foreign exchange (loss) gain	$	(22	)		$	(9	)		$	(1	)

	December 31,
	2015				2014
Notional balance of outstanding contracts (in millions):
British Pound/US dollar	£	5			£	5
Euro/US dollar	€	133			€	40
British Pound/Euro	£	7			£	—
Canadian Dollar/US dollar	$	5			$	—
Czech Koruna/US dollar	Kč	140			Kč
Brazilian Real/US dollar	R$	28			R$	—
Malaysian Ringgit/US dollar	RM	13			RM	—
Net fair value of outstanding contracts	$	1			$	—

Hedging of Anticipated Sales

The Company manages the exchange rate risk of anticipated Euro denominated sales using put options, forward contracts, and participating forwards. The Company designates these contracts as cash flow hedges, which mature within twelve months after the execution of the contracts. Gains and losses on these contracts are deferred in other comprehensive income until the contracts are settled and the hedged sales are realized. The deferred gain or loss will then be reported as an increase or decrease to sales.

Summary financial information related to the cash flow hedges within comprehensive (loss) income is as follows (in millions):

	Year Ended December 31,
	2015				2014
Change in unrealized (loss) gain on anticipated sales hedging:
Gross	$	(8	)		$	9
Income tax (benefit) expense	(2		)		2
Net	$	(6	)		$	7

Summary financial information related to the cash flow hedges of future revenues is as follows (in millions, except percentages):

	December 31,
	2015				2014
Notional balance of outstanding contracts versus the dollar	€	193			€	89
Hedge effectiveness	100		%		100		%

	Year Ended December 31,
	2015				2014				2013
Net gain (loss) included in revenue	$	14			$	2			$	(4	)

Forward Contracts

The Company records its forward contracts at fair value on its consolidated balance sheets as a current asset or liability, depending upon the fair value calculation as detailed in Note 4 Fair Value Measurements. The amounts recorded on the consolidated balance sheets are as follows (in millions):

F-23

	December 31,
	2015				2014
Assets:
Prepaid expenses and other current assets	$	7			$	9
Total	$	7			$	9

Forward Interest Rate Swaps

The forward interest rate swaps hedge the interest rate risk associated with the variable interest payments on the Company's Term Loan that was used to fund the Acquisition.

In June 2014, the Company entered into a commitment letter for a new variable rate credit facility to fund the Acquisition and also entered into two tranches of floating-to-fixed forward interest rate swaps (“Original Swaps”). These Original Swaps were used to economically hedge interest rate risk associated with the variable rate commitment until July 30, 2014, and as such, changes in their fair value were recognized in earnings in other (expense) income. Effective July 30, 2014, the Original Swaps were designated as cash flow hedges of interest rate exposure associated with variability in future cash flows on the variable rate commitment. On October 27, 2014, the variable rate commitment was funded and the Company entered into a Term Loan that accrues interest at a variable rate of LIBOR (subject to a floor of 0.75% per annum) plus a margin of 4.0%. On October 30, 2014, the Company discontinued hedge accounting for the Original Swaps due to the syndication of the Original Swaps to a group of commercial banks, ("Syndicated Swaps"), which resulted in their termination. The changes in fair value of the Original Swaps between July 30, 2014 and their termination were included in other comprehensive (loss) income, and any ineffectiveness was insignificant. The amounts included in other comprehensive (loss) income will be amortized to earnings in other (expense) income as the interest payments under the Term Loan affect earnings. The Syndicated Swaps were not designated as hedges and the changes in fair value are recognized in earnings in other (expense) income.

On November 20, 2014, the Company entered into additional floating-to-fixed forward starting interest rate swaps (“New Swaps”) and designated these as cash flow hedges of interest rate exposure associated with variability in future cash flows on its Term Loan. To offset the impact to earnings of the changes in fair value of the Syndicated Swaps, the Company also entered into fixed-to-floating forward starting interest rate swaps (“Offsetting Swaps”), which were not designated in a hedging relationship and the changes in the fair value are recognized in earnings in other income (expense). Changes in fair value of the New Swaps that are designated as cash flow hedges and are effective at offsetting variability in the future cash flows on the Company’s Term Loan are recognized in other comprehensive (loss) income. Ineffectiveness is immediately recognized in earnings.

The balance sheet position of the New Swaps designated in a hedge relationship is as follows (in millions):

	December 31,
	2015				2014
Accrued liabilities	$	1			$	—
Other long-term liabilities	14				2
Hedge Effectiveness	100		%		100		%

The forward interest rate swaps not designated in a hedging relationship are recorded in a net liability position of $11 million as of December 31, 2015 and $15 million as of December 31, 2014 in the Consolidated Balance Sheets.

The gross and net amounts offset at December 31,2015 were as follows (in millions):

	Gross Fair Value				Counterparty Offsetting				Net Fair Value in the Consolidated Balance Sheets
Counterparty A	$	12			$	6			$	6
Counterparty B	4				2				2
Counterparty C	4				2				2
Counterparty D	9				3				6
Counterparty E	4				1				3
Counterparty F	4				2				2
Counterparty G	5				—				5
Total	$	42			$	16			$	26

F-24

The New Swaps, each with a term of one year, are designated as cash flow hedges of interest rate exposure associated with variability in future cash flows on the Term Loan. The notional amount of the designated New Swaps effective in each year of the cash flow hedge relationships does not exceed the principal amount of the Term Loan, which is hedged.

The New Swaps have the following notional amounts per year (in millions):

Year 2016	$	1,010
Year 2017	697
Year 2018	544
Year 2019	544
Year 2020	272
Year 2021	272
Notional balance of outstanding contracts	$	3,339

The gain (loss) recognized on the forward interest rate swaps not designated in a hedge relationship is combined with interest expense, net in the consolidated statements of operations is as follows (in millions):

	Year Ended December 31,
	2015				2014				2013
Interest income/(expense) on forward interest-rate swaps	$	4			$	(5	)		$	—

The loss recognized in other comprehensive unrealized loss on the forward interest rate swaps designated in a hedging relationship is as follows (in millions):

	Year Ended December 31,
	2015				2014
Change in unrealized (losses) gains on forward interest rate swap hedging:
Gross	$	(12	)		$	(12	)
Income tax (benefit)	(5		)		(4		)
Net	$	(7	)		$	(8	)

No significant (loss) gain was reclassified from accumulated other comprehensive (loss) income into interest expense on the forward interest rate swaps designated in a hedging relationship during the years ended December 31, 2015 and 2014.

At December 31, 2015, the Company has approximately $11 million in losses on the forward interest rate swaps designated in a hedging relationship that are being reclassified from accumulated other comprehensive loss into earnings during the next four quarters.

Note 14 Long-Term Debt

Private Offering

On October 15, 2014, the Company completed a private offering of $1.05 billion aggregate principal of 7.25% Senior Notes due October 15, 2022 (the “Senior Notes”). The Senior Notes yielded an effective interest rate of 7.61% at issuance. The Senior Notes are governed by the terms of the indenture, dated as of October 15, 2014, by and among the Company and U.S. Bank National Association, as Trustee. Interest on the Senior Notes is payable in cash on April 15 and October 15 of each year.

The indenture covering the Senior Notes contains certain covenants limiting among other things, the ability of the Company and its restricted subsidiaries, with certain exceptions as described in the Indenture, to: (i) incur indebtedness or issue certain preferred stock; (ii) incur liens; (iii) pay dividends or make distributions in respect of capital stock; (iv) purchase or redeem capital stock; (v) make investments or certain other restricted payments; (vi) sell assets; (vii) issue or sell stock of restricted subsidiaries; (viii) enter into transactions with stockholders or affiliates; or (ix) effect a consolidation or merger.

The Senior Notes are guaranteed, jointly and severally, on a senior and unsecured basis by its direct and indirect wholly-owned existing and future domestic restricted subsidiaries, subject to certain exceptions. The Senior Notes rank equal in right of payment to all of our existing and future unsecured, unsubordinated obligations. The Senior Notes are effectively subordinated to the secured obligations of the Company and subsidiaries to the extent of the value of the assets securing such obligations.

Credit Facilities

On October 27, 2014, the Company entered into a credit agreement, which provides for a term loan of $2.2 billion and a revolving credit facility of $250 million. Borrowings under the Term Loan bear interest at a variable rate plus an applicable margin, subject to an all-in floor of 4.75%. As of December 31 2015, the Term Loan interest rate was 4.75%. Interest payments

F-25

are payable quarterly. The Company has entered into interest rate swaps to manage interest rate risk on its long-term debt. See Note 13 Derivative Instruments.

The credit agreement requires the Company to prepay the Term Loan and Revolving Credit Facility, under certain circumstances or transactions defined in the credit agreement. Also, the Company may make optional prepayments of the Term Loans, in whole or in part, without premium or penalty. The Company made optional principal prepayments of $165 million in 2015. In February 2016, the Company made additional optional principal prepayments of $80 million. Unless satisfied by further optional prepayments, the Company is required to make a scheduled principal payment of $1.99 billion due on October 27, 2021.

The Revolving Credit Facility is available for working capital and other general corporate purposes including letters of credit. The amount (including letters of credit) cannot exceed $250 million. As of December 31, 2015, the Company established letters of credit totaling $3 million, which reduced funds available for other borrowings under the agreement to $247 million. The Revolving Credit Facility will mature and the related commitments will terminate on October 27, 2019.

Borrowings under the Revolving Credit Facility bear interest at a variable rate plus an applicable margin. As of December 31, 2015, the Revolving Credit Facility interest rate was 3.25%. Interest payments are payable quarterly. As of December 31, 2015 and December 31, 2014, the Company did not have any borrowings against the Revolving Credit Facility.

In addition to paying interest on outstanding principal amounts under the Revolving Credit Facility, the Company is required to pay a quarterly commitment fee to the lenders with respect to the unutilized commitments. The commitment fee rate is currently 0.375%. The commitment fee rate will be adjusted to 0.250%, 0.375% or 0.500% depending on the Company’s consolidated total secured net leverage ratio.

The Revolving Credit Facility contains certain covenants limiting among other things, the ability of the Company and its restricted subsidiaries, with certain exceptions as described in the agreement, to: (i) incur indebtedness, make guarantees or issue certain equity securities; (ii) pay dividends on its capital stock or redeem, repurchase or retire its capital stock; (iii) make certain investments, loans and acquisitions; (iv) sell certain assets or issue capital stock of restricted subsidiaries; (v) create liens or engage in sale-leaseback transactions; (vi) merge, consolidate or transfer or dispose of substantially all of their assets; (vii) engage in certain transactions with affiliates; (viii) alter the business it conducts; (ix) amend, prepay, redeem or purchase subordinated debt; and (x) enter into agreements limiting subsidiary dividends and distributions. The Revolving Credit Facility also requires the Company to comply with a financial covenant consisting of a quarterly maximum consolidated total secured net leverage ratio test that will be tested only at the end of the fiscal quarter if 20% of the commitments under the Revolving Credit Facility have been drawn and remain outstanding.

The Term Loan and obligations under the Revolving Credit Facility are collateralized by a security interest in substantially all of the Company’s assets as defined in the security agreement and guaranteed by its direct and indirect wholly-owned existing and future domestic restricted subsidiaries, subject to certain exceptions.

Debt issue costs of $26 million were recorded as of December 31, 2015; $19 million relates to the Senior Notes, $2 million relates to the Term Loan, and $5 million relates to the Revolver. These costs are amortized over 8, 7 and 7 years, respectively.

The Company entered into a bridge financing facility prior to the Acquisition, to ensure financing would be in place to consummate the transaction. Upon the closing of the Acquisition, at which time the Company had secured other long-term financing, the Company incurred $19 million of costs related to the bridge financing facility, which are included in interest expense for the year ended December 31, 2014.

The following table summarizes the carrying value of the Company's debt (in millions):

	December 31,
	2015				2014
Senior Notes	$	1,050			$	1,050
Term loan	2,035				2,200
Less: debt issuance costs	(26		)		(30		)
Less: unamortized discounts	(47		)		(60		)
Total outstanding debt	3,012				3,160
Current maturities of long-term debt	—				16
Less: current portion of unamortized discounts	—				(9		)
Less: current portion of debt issuance costs	—				(3		)
Total short-term debt	—				4
Long-term debt, less current maturities	$	3,012			$	3,156

F-26

The estimated fair value of our long-term debt approximated $3.1 billion at December 31, 2015 and $3.3 billion at December 31, 2014. These fair value amounts represent the estimated value at which the Company’s lenders could trade its debt within the financial markets and does not represent the settlement value of these long-term debt liabilities to the Company. The fair value of the long-term debt will continue to vary each period based on fluctuations in market interest rates, as well as changes to the Company’s credit ratings. This methodology resulted in a Level 2 classification in the fair value hierarchy.

Note 15 Contractual Obligations and Commitments

Leases. Minimum future obligations under all non-cancelable operating leases as of December 31, 2015 are as follows (in millions):

	Payments Due By Period
2016	$	26
2017	25
2018	22
2019	18
2020	11
Thereafter	38
Total minimum lease obligations	$	140

Rent expense for operating leases charged to operations was as follows (in millions):

	Year Ended December 31,
	2015				2014				2013
Rent expense	$	45			$	21			$	16

The operating lease information includes a variety of properties around the world. These properties are used as manufacturing facilities, distribution centers and sales offices. Lease terms range from 1 year to 13 years with breaking periods specified in the lease agreements.

Note 16 Contingencies

The Company is subject to a variety of investigations, claims, suits and other legal proceedings that arise from time to time in the ordinary course of business, including but not limited to, intellectual property, employment, tort and breach of contract matters. The Company currently believes that the outcomes of such proceedings, individually and in the aggregate, will not have a material adverse impact on its business, cash flows, financial position, or results of operations. Any legal proceedings are subject to inherent uncertainties, and the Company's view of these matters and its potential effects may change in the future.

In re Technologies, Inc. Securities Litigation In connection with the acquisition of the Enterprise business from Motorola Solutions, Inc., the Company acquired Symbol Technologies, Inc., a subsidiary of Motorola Solutions. A putative federal class action lawsuit, Waring v. Symbol Technologies, Inc., et al., ("Waring Action") was filed on August 16, 2005 against Symbol Technologies, Inc. and two of its former officers in the United States District Court for the Eastern District of New York by Robert Waring. After the filing of the Waring Action, several additional purported class actions were filed against Symbol and the same former officers making substantially similar allegations (collectively, the "New Class Actions"). The Waring Action and the New Class Actions were consolidated for all purposes and on April 26, 2006, the Court appointed the Iron Workers Local # 580 Pension Fund as lead plaintiff and approved its retention of lead counsel on behalf of the putative class. On August 30, 2006, the lead plaintiff filed a Consolidated Amended Class Action Complaint (the “Amended Complaint”), and named additional former officers and directors of Symbol as defendants. The lead plaintiff alleges that the defendants misrepresented the effectiveness of Symbol’s internal controls and forecasting processes, and that, as a result, all of the defendants violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the individual defendants violated Section 20(a) of the Exchange Act. The lead plaintiff alleges that it was damaged by the decline in the price of Symbol’s stock following certain purported corrective disclosures and seeks unspecified damages. By orders entered on June 25 and August 3, 2015, the court granted lead plaintiff’s motion for class certification, certifying a class of investors that includes those that purchased Symbol common stock between April 29, 2003 and August 1, 2005. The parties have substantially completed fact and expert discovery. However, by order entered on January 8, 2016, the court granted Symbol’s request for certain additional fact and expert discovery; pursuant to a proposed scheduling order filed on January 21, 2016, the parties agreed to complete that discovery by approximately June 17, 2016. There are also certain discovery motions pending that could, if granted, reopen fact discovery. The court has held in abeyance all other deadlines, including for the filing of dispositive motions, and has not set a date for trial. The Company establishes an accrued liability for loss contingencies related to legal matters when the loss is both probable and estimable. In addition, for some matters for which a loss is probable or reasonably possible, an estimate of the amount of loss or range of loss is not possible, and we may be unable to estimate the possible loss or range of losses that could

F-27

potentially result from the application of non-monetary remedies. Currently, the Company is unable to reasonably estimate the amount of reasonably possible losses for this matter.

Note 17 Earnings Per Share

Earnings (loss) per share were computed as follows (dollars in millions, except per-share amounts):

	Year Ended December 31,
	2015				2014				2013
Weighted average shares:
Basic weighted average shares outstanding	50,996,297				50,789,173				50,692,942
Effect of dilutive securities outstanding	—				590,525				370,247
Diluted weighted average and equivalent shares outstanding	50,996,297				51,379,698				51,063,189
Net (loss) income	$	(137	)		$	32			$	134
Basic per share amounts:
Basic weighted average shares outstanding	50,996,297				50,789,173				50,692,942
Per share amount	$	(2.69	)		$	0.64			$	2.65
Diluted per share amounts:
Diluted weighted average shares outstanding	50,996,297				51,379,698				51,063,189
Per share amount	$	(2.69	)		$	0.63			$	2.63

Anti-dilutive securities consist primarily of stock appreciation rights (SARs) with an exercise price greater than the average market closing price of the Class A common stock.

Due to a net loss in 2015, options, awards and warrants were anti-dilutive and therefore excluded from the 2015 earnings per share calculation. For years 2014 and 2013, options and awards were included in the earnings per share calculation. These excluded outstanding options, awards and warrants are as follows:

	Year Ended December 31,
	2015			2014			2013
Potentially dilutive shares	1,421,506			175,902			168,472

Note 18 Share-Based Compensation

The Company has share-based compensation and employee stock purchase plans under which shares of the Company's Class A common stock are available for future grants and sales.

On May 14, 2015, the Company’s stockholders approved the 2015 Zebra Technologies Corporation Long-Term Incentive Plan (the 2015 Plan), which included authorization for issuance of awards of 4,000,000 shares. The 2015 Plan became effective immediately and superseded the 2011 Long-Term Incentive Plan (the 2011 Plan), except that the 2011 Plan remains in effect with respect to awards granted under the 2011 Plan until such awards have been exercised, forfeited, cancelled, expired or otherwise terminated in accordance with the terms of such awards. The types of awards available under the 2015 Plan are stock appreciation rights (SARs), restricted stock, restricted stock units, performance shares and units and performance-based cash bonuses. Employees, directors and consultants of the Company and its subsidiaries are eligible to participate in the 2015 Plan. The Compensation Committee of the Board of Directors administers the 2015 Plan. As of December 31, 2015, 3,430,707 shares were available for grant under the 2015 plan. Under the 2015 Plan, 325,512 SARs were outstanding as of December 31, 2015.

The 2011 Plan was superseded by the 2015 Plan. As of December 31, 2015, 672,290 SARs were outstanding under the 2011 Plan. The SARs granted under the 2011 Plan have an exercise or grant price equal to the closing market price of the Company’s Class A common stock on the date of grant. SAR’s generally vest over a four year period. These awards expire on the earlier of (a) ten years following the grant date, (b) immediately if the employee is terminated for cause, (c) ninety days after termination of employment if the employee is terminated involuntarily other than for cause, (d) thirty days after termination of employment if the employee voluntarily terminates his or her employment, or (e) one year after termination of employment if the employee’s employment terminates due to death, disability, or retirement.

F-28

The Company’s restricted stock grants consist of time-vested restricted stock awards ("RSAs") and performance vested restricted stock awards ("PSAs"). The following table shows the number of RSAs and PSAs granted during 2015 and the vesting schedule.

Vesting period	RSA’s			PSA’s			Total
At grant	9,194			—			9,194
After three years of service	176,588			106,411			282,999
Total	185,782			106,411			292,193

These RSAs and PSAs vest at each vesting date if the employee remains employed by the Company throughout the applicable time period, but will vest in whole or in part (as set forth in each restricted stock agreement) before the end of the vesting period in the event of death, disability, a change in control (as defined in the 2015 Plan), or termination by the Company other than for Cause, as defined in each restricted stock agreement. The restricted stock is forfeited in certain situations specified in the restricted stock agreement, including, if the employee’s employment is terminated by the Company for Cause or if the employee resigns for other than good reason. The Company’s restricted stock awards are expensed over the vesting period of the related award, which is typically 3 years. Some awards, including those granted annually to non-employee directors as an equity retainer fee, were vested upon grant. Compensation cost is calculated as the market date fair value on grant date multiplied by the number of shares granted.

The 2006 Long-Term Incentive Plan ("the 2006 Plan") was superseded by the 2011 Plan. As of December 31, 2015, options and SARs for 644,407 shares were outstanding and exercisable under the 2006 Plan. These options and SARs expire on the earlier of (a) 10 years following the grant date, or (b) immediately if the employee is terminated for cause, (c) ninety days after termination of employment if the employee is terminated involuntarily other than for cause, (d) thirty days after termination of employment if the employee voluntarily terminates his or her employment, or (e) 1 year after termination of employment if the employee’s employment terminates due to death, disability, or retirement.

The 1997 Stock Option Plan ("the 1997 Plan") was superseded by the 2006 Plan. As of December 31, 2015, options for 7,655 shares were outstanding and exercisable under the 1997 Plan. These options terms are the same as noted in the paragraph above regarding the 2006 Plan.

On May 19, 2011 the Company’s stockholders adopted the 2011 Employee Stock Purchase Plan (which replaced the 2001 Stock Purchase plan) under which employees who work a minimum of 20 hours per week may elect to withhold up to 10% of their cash compensation through regular payroll deductions to purchase shares of Class A common stock from the Company over a period not to exceed 12 months at a purchase price per share, which is equal to the lesser of: (1) 95% of the fair market value of the shares as of the date of the grant, or (2) 95% of the fair market value of the shares as of the date of purchase. Stock purchase plan expense for the year ended December 31, 2015 was $1 million. Stock purchase plan expense for the years ended December 31, 2014 and 2013 was less than $1 million.

Pre-tax share-based compensation expense recognized in the statements of operations was $33 million, $20 million and $13 million for the years ended December 31, 2015, 2014 and 2013, respectively. Tax related benefits of $11 million, $7 million and $5 million were also recognized for the years ended December 31, 2015, 2014 and 2013, respectively.

The fair value of share-based compensation is estimated on the date of grant using a binomial model. Volatility is based on an average of the implied volatility in the open market and the annualized volatility of the Company’s stock price over its entire stock history. Stock option grants in the table below include both stock options, all of which were non-qualified, and SARs that will be settled in the Class A common stock or cash. Restricted stock grants are valued at the market closing price on the grant date.

F-29

The following table shows the weighted-average assumptions used for grants of SARs, as well as the fair value of the grants based on those assumptions:

	2015		2014		2013
Expected dividend yield	0%		0%		0%
Forfeiture rate	10.24%		10.32%		10.31%
Volatility	33.98%		34.92%		32.00%
Risk free interest rate	1.53%		1.73%		0.82%
Range of interest rates	0.02% - 2.14%		0.02% - 2.61%		0.02% - 1.78%
Expected weighted-average life	5.32 years		5.36 years		5.42 years
Fair value of SARs granted (in millions)	$12		$5		$5
Weighted-average grant date fair value of SARs granted (per underlying share)	$35.00		$24.98		$13.86

The forfeiture rate is based on the historical annualized forfeiture rate, which is consistent with prior year rates. The risk free interest rate used is the implied yield currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the SARs or options. The expected weighted-average life is based on historical exercise behavior, which combines the average life of the SARs or options that have already been exercised or cancelled with the exercise life of all unexercised SARs and options. The exercise life of unexercised SARs and options assumes that the SARs or option will be exercised at the midpoint of the vesting date and the full contractual term. These assumptions are consistent with the assumptions used in prior years.

Stock option activity was as follows:

	2015								2014								2013
Options	Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price
Outstanding at beginning of year	415,960				$	40.19			956,502				$	42.77			1,532,569				$	41.69
Granted	0				0				0				0				0				0
Exercised	(209,976		)		43.53				(540,542		)		44.76				(543,922		)		39.54
Forfeited	0				0				0				0				0				0
Expired	(1,550		)		$	51.62			0				0				(32,145		)		45.81
Outstanding at end of year	204,434				$	36.66			415,960				$	40.19			956,502				$	42.77
Exercisable at end of year	204,434				$	36.66			415,960				$	40.19			956,502				$	42.77
Intrinsic value of exercised options (in millions)	$	10							$	15							$	4

The following table summarizes information about stock options outstanding at December 31, 2015:

	Outstanding		Exercisable
Aggregate intrinsic value - (in millions)	$11		$11
Weighted-average remaining contractual term	2.1 years		2.1 years

F-30

SAR activity was as follows:

		2015								2014								2013
SARs		Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price				Shares				Weighted- Average Exercise Price
Outstanding at beginning of year		1,292,142				$	42.20			1,402,784				$	36.36			1,535,804				$	31.66
Granted		332,159				107.31				195,560				74.59				326,811				46.13
Exercised		(179,702		)		40.71				(267,077		)		34.03				(376,673		)		25.44
Forfeited		(45,441		)		75.26				(38,738		)		50.57				(80,515		)		37.54
Expired		(1,547		)		47.11				(387		)		46.07				(2,643		)		33.70
Outstanding at end of year		1,397,611				$	56.78			1,292,142				$	42.20			1,402,784				$	36.36
Exercisable at end of year		736,075				$	35.90			586,344				$	33.03			520,426				$	30.51
Intrinsic value of exercised SARs (in millions)		$	11							$	11							$	8

The terms of the SARs are established under the applicable Plan and the applicable SAR agreement. Once vested, a SAR entitles the holder to receive a payment equal to the difference between the per-share grant price of the SAR and the fair market value of a share of Class A common stock on the date the SAR is exercised, multiplied by the number of SARs exercised. Exercised SARs are settled in whole shares of Class A common stock, and any fraction of a share is settled in cash. Vesting of SARs granted in 2015 is as follows: 332,159 SARs vest annually in four equal amounts on each of the first four anniversaries of the grant date. Vesting of SARs granted in 2014 is as follows: 195,560 SARs vest annually in four equal amounts on each of the first four anniversaries of the grant date. All SARs expire 10 years after the grant date.

The following table summarizes information about SARs outstanding at December 31, 2015:

	Outstanding		Exercisable
Aggregate intrinsic value - (in millions)	$52		$40
Weighted-average remaining contractual term	6.8 years		5.3 years

Restricted stock award activity was as follows:

		2015							2014							2013
Restricted Stock Awards		Shares			Weighted-Average Grant Date Fair Value				Shares			Weighted-Average Grant Date Fair Value				Shares			Weighted-Average Grant Date Fair Value
Outstanding at beginning of year		691,621			$	60.06			435,377			$	40.92			444,362			$	35.43
Granted		185,782			107.17				423,644			73.42				167,515			46.17
Released		(253,801	)		51.95				(153,200	)		43.16				(161,976	)		31.28
Forfeited		(57,155	)		75.11				(14,200	)		54.08				(14,524	)		40.79
Outstanding at end of year		566,447			$	77.68			691,621			$	60.06			435,377			$	40.92

The Company issued 728,940 and 1,383,195 shares in connection with share-based compensation and employee stock purchase programs for the years ended December 31, 2015 and 2014, respectively.

F-31

Performance share award activity was as follows:

		2015							2014							2013
Performance Share Awards		Shares			Weighted-Average Grant Date Fair Value				Shares			Weighted-Average Grant Date Fair Value				Shares			Weighted-Average Grant Date Fair Value
Outstanding at beginning of year		374,180			$	61.53			195,159			$	42.25			265,829			$	35.55
Granted		106,411			75.77				233,111			73.00				187,794			35.17
Released		(120,000	)		38.67				(33,535	)		41.45				(253,484	)		27.90
Forfeited		(27,961	)		73.45				(20,555	)		41.45				(4,980	)		41.46
Outstanding at end of year		332,630			$	73.40			374,180			$	61.53			195,159			$	42.25

Restricted stock unit activity was as follows:

	Year ended December 31,
Restricted Stock Units (Shares)	2015			2014
Outstanding at beginning of year	41,964			—
Granted	11,618			42,071
Released	(8,689	)		(4	)
Forfeited	(6,147	)		(103	)
Outstanding at end of year	38,746			41,964

Performance stock unit activity was as follows:

	Year Ended December 31, 2015			Year Ended December 31, 2014
Performance Stock Units	Shares			Shares
Outstanding at beginning of year	10,345			—
Granted	—			10,345
Released	—			—
Forfeited	(1,272	)		—
Outstanding at end of year	9,073			10,345

As of December 31, 2015 total unearned compensation costs related to the Company’s share-based compensation plans was $45 million, which will be amortized over the weighted average remaining service period of 2.4 years.

The fair value of the purchase rights issued to employees under the stock purchase plan is estimated using the following weighted-average assumptions for purchase rights granted. Expected lives of 3 months to 1 year have been used along with these assumptions.

	2015				2014				2013
Fair market value	$	77.38			$	64.99			$	42.45
Option price	$	73.51			$	61.74			$	40.33
Expected dividend yield	0		%		0		%		0		%
Expected volatility	41		%		31		%		19		%
Risk free interest rate	0.02		%		0.05		%		0.05		%

Note 19 Income Taxes

The Company recognized a tax benefit of $27 million for the year ended December 31, 2015 compared to a tax benefit of $15 million for the year ended December 31, 2014. The Company’s effective tax rates were 16.1% and (95.0)% as of December 31, 2015 and December 31, 2014, respectively. The Company’s effective tax rate was lower than the federal statutory rate of 35% primarily due to pre-tax losses in the United States and corporate structure alignment initiatives in various non-US jurisdictions.

F-32

Since the date of the Enterprise acquisition, as part of its corporate initiatives, the Company has been executing its integration plan for the Enterprise business (the “Integration Plan”). The Company anticipates completing the Integration Plan as soon as practicable and expects that the Integration Plan will allow the combined businesses to achieve further synergies and cost savings associated with the acquisition. As part of the Integration Plan, the Company began realigning certain acquired assets of the Enterprise business with and into the Company’s corporate structure and business model.

The geographical sources of (loss) income before income taxes were as follows (in millions):

	Year Ended December 31,
	2015				2014				2013
United States	$	(293	)		$	(122	)		$	48
Outside United States	129				139				116
Total	$	(164	)		$	17			$	164

The (benefit) provision for income taxes consists of the following (in millions):

	Year Ended December 31,
	2015				2014				2013
Current:
Federal	$	62			$	6			$	9
State	2				4				1
Foreign	33				19				12
Total current	97				29				22
Deferred:
Federal	(100		)		(38		)		7
State	(22		)		(5		)		1
Foreign	(2		)		(1		)		—
Total deferred	(124		)		(44		)		8
Total	$	(27	)		$	(15	)		$	30

The provision for income taxes differs from the amount computed by applying the U.S. statutory federal income tax rate of 35% to income before income taxes. A reconciliation of the provision for income taxes is below (in millions):

	Year Ended December 31,
	2015				2014				2013
(Benefit) provision computed at statutory rate	$	(57	)		$	6			$	57
State income tax, net of Federal tax benefit	(2		)		(1		)		1
US impact of Enterprise acquisition and integration	45				7				—
Tax credits	(11		)		(3		)		(1		)
Foreign rate differential	(30		)		(33		)		(26		)
Change in valuation allowance	13				3				—
Effect of rate changes on deferred taxes	(7		)		—				—
US income inclusion	7				3				—
Change in contingent income tax reserves	6				3				—
Other	9				—				(1		)
(Benefit) provision for income taxes	$	(27	)		$	(15	)		$	30

The primary reason for the difference between the US statutory rate of 35% and the Company’s effective tax rate is due to a combination of higher profits in lower rate international jurisdictions, research and experimental credits, foreign tax credits and other items. The significant jurisdictions driving the foreign rate differential are the UK, Singapore and Luxembourg. The US impact of Enterprise acquisition and integration of $45 million includes one-time charges of approximately $32 million.

F-33

Tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows (in millions):

	December 31,
	2015				2014
Deferred tax assets:
Capitalized research expenditures	$	46			$	27
Capitalized software costs	43				—
Accrued bonus	17				12
Inventory items	27				2
Other accruals	43				55
Deferred revenue	59				79
Equity based compensation expense	17				14
Unrealized gain and losses on securities and investments	10				9
Net operating loss carryforwards	63				27
Tax credits	35				62
Sales return/rebate reserve	12				8
Valuation allowance	(48		)		(57		)
Total deferred tax assets	324				238
Deferred tax liabilities:
Unrealized loss on other investments	—				(1		)
Depreciation and amortization	(273		)		(311		)
Undistributed earnings	—				(3		)
Total deferred tax liabilities	(273		)		(315		)
Net deferred tax assets (liabilities)	$	51			$	(77	)

The Company earns a significant amount of our operating income outside the U.S. With the exception of the acquired unrepatriated earnings related to the Enterprise acquisition, it is the Company’s policy to consider foreign earnings and profits to be permanently reinvested in foreign jurisdictions. As part of the Enterprise acquisition, the acquired earnings & profits and previously taxed income (“PTI”), including excess cash balances pursuant to the Master Acquisition Agreement (“MAA”) of the newly acquired MSI foreign subsidiaries will not be permanently reinvested. As a result, the Company established a deferred tax liability in purchase accounting in the amount of approximately $3 million. This amount was reversed in 2015. The Company has not recognized deferred tax liabilities for unremitted earnings of approximately $720 million and $466 million as of December 31, 2015 and 2014, respectively. It is not practicable to determine the amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings.

As of December 31, 2014, the Company had approximately $37 million of net operating losses ("NOLs") and tax credits from MSI. Of this amount, the Company has utilized approximately $35 million of NOLs and tax credits against its US tax liability in 2015 and written off approximately $2 million of these tax credits. The Company has elected to capitalize and amortize approximately $139 million of research and experimentation costs and approximately $120 million of software costs in the US. At December 31, 2015, the Company has approximately $450 million of NOLs and approximately $35 million of credit carryforwards. Of this amount, approximately $100 million of NOLs and $33 million of credit carryforwards are expected to expire by 2035 and approximately $350 million of NOLs and $2 million of credit carryforwards will carry forward indefinitely.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

	Year ended December 31,
	2015			2014
Balance at beginning of year	$	19		$	4
Additions for tax positions related to the current year	2			1
Additions for tax positions related to prior years	15			2
Reductions for tax positions related to prior years	(2		)	0
Settlements for tax positions	(1		)	0
Additions related to Acquisition	$	0		$	12
Balance at end of year	$	33		$	19

F-34

At December 31, 2015 and December 31, 2014, there are $23 million and $19 million of unrecognized tax benefits that if recognized would affect the annual effective tax rate. The Company anticipates that it is reasonably possible that $4 million of unrecognized tax benefits may reverse in 2016, due to statute of limitation expiration and settlements with the tax authorities. The Company regularly assesses the reasonableness of the unrecognized tax benefits to determine the adequacy of its provision for income taxes; however there can be no assurance on the final determination of these unrecognized tax benefits.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters as part of income tax expense. The Company accrued $3 million of interest and penalties in the consolidated balance sheets as of December 31, 2015 and 2014.

The Company is currently undergoing audits of the 2013 and 2014 US federal income tax returns and its 2012 UK tax return. The tax years 2011 through 2015 remain open to examination by multiple state taxing jurisdictions. Below is a summary of open tax years by major jurisdiction outside of the United States.

China	2003 - 2015
France	2011 - 2015
Germany	2009 - 2015
India	1998 - 2015
Japan	2012 - 2015
United Kingdom	2009 - 2015

Note 20 Other Comprehensive (Loss) Income

Stockholders’ equity includes certain items classified as other comprehensive income (loss), including:

•	Unrealized (loss) gain on anticipated sales hedging transactions relate to derivative instruments used to hedge the exposure related to currency exchange rates for forecasted Euro sales. These hedges are designated as cash flow hedges, and the Company defers income statement recognition of gains and losses until the hedged transaction occurs. See Note 13 Derivative Instruments.

•	Unrealized (loss) gain on forward interest rate swaps hedging transactions refer to the hedging of the interest rate risk exposure associated with the variable rate commitment entered into for the Acquisition. See Note 13 Derivative Instruments for more details.

•	Unrealized (loss) gain on investments are deferred from the Consolidated Statements of Operations recognition until the gains or losses are realized.

•

Foreign currency translation adjustment relates to the Company's non-U.S. subsidiary companies that have designated a functional currency other than the U.S. dollar. The Company is required to translate the subsidiary functional currency financial statements to dollars using a combination of historical, period-end, and average foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of other comprehensive income.

F-35

The components of accumulated other comprehensive (loss) income ("AOCI") for each of the three years ended December 31 are as follows (in millions):

		Unrealized losses) gains on sales hedging				Unrealized (losses)/ gains on forward interest rate swaps				Unrealized gains (losses) on investments				Currency Translation Adjustments				Total
Balance at December 31, 2012		$	(2	)		$	—			$	—			$	(8	)		$	(10	)
	Other comprehensive (loss)/income before reclassifications	(3		)		—				—				1				(2		)
	Amounts reclassified from AOCI	3				—				—				—				3
	Tax (expense) benefit	—				—				—				—				—
	Other comprehensive income/(loss)	—				—				—				1				1
Balance at December 31, 2013		(2		)		—				—				(7		)		(9		)
	Other comprehensive income/(loss) before reclassifications	8				(12		)		—				1				(3		)
	Amounts reclassified from AOCI	1				—				—				—				1
	Tax (expense) benefit	(2		)		4				—				—				2
	Other comprehensive income/(loss)	7				(8		)		—				1				—
Balance at December 31, 2014		5				(8		)		—				(6		)		(9		)
	Other comprehensive income/(loss) before reclassifications	7				(12		)		—				(12		)		(17		)
	Amounts reclassified from AOCI	(15		)		1				—				(15		)		(29		)
	Tax benefit (expense)	2				4				—				—				6
	Other comprehensive (loss)/ income	(6		)		(7		)		—				(27		)		(40		)
Balance at December 31, 2015		$	(1	)		$	(15	)		$	—			$	(33	)		$	(49	)

F-36

Reclassification out of AOCI to earnings were as follows (in millions):

			Year Ended December 31,
Comprehensive Income Components	Financial Statement Line Item		2015				2014				2013
Unrealized (gain) loss on sales hedging:
Total before tax	Net sales of tangible products		$	(15	)		$	1			$	3
Tax (benefit) expense			3				—				(1		)
Net of taxes			(12		)		1				2
Unrealized loss/(gain) on forward interest rate swaps:
Total before tax	Interest expense/(income)		1				—				—
Tax expense (benefit)			—				—				—
Net of taxes			1				—				—
Unrealized (gain) loss on investments
Total before tax	Other (expense) income – Other, net		—				—				—
Tax expense (benefit)			—				—				—
Net of taxes			—				—				—
Cumulative Foreign Currency Translation	Foreign exchange income (loss)		(15		)		—				—
Total amounts reclassified from AOCI			$	(26	)		$	1			$	2

Note 21 Segment Information and Geographic Data

Prior to the Acquisition on October 27, 2014, the Company's operations were within 1 reportable segment. As a result of the Acquisition, the company has realigned its operations into 2 reportable segments; Legacy Zebra and Enterprise.

The operating segments have been identified based on the financial data utilized by the Company's Chief Executive Officer (the chief operating decision maker) to assess segment performance and allocate resources among the Company's segments. The chief operating decision maker used adjusted operating income to access segment profitability.

The accounting policies of the segments are in accordance with Note 2 Summary of Significant Accounting Policies. Segment assets are not reviewed by the Company’s chief operating decision maker and therefore are not disclosed below.

F-37

Financial information by segment is presented as follows:

	Year Ended December 31,
	2015				2014				2013
Net sales:
Legacy Zebra - Net sales	$	1,287			$	1,195			$	1,038
Enterprise - Net sales	2,381				482				—
Total segment net sales	3,668				1,677				1,038
Corporate, eliminations (1)	(16		)		(6		)		0
Total	$	3,652			$	1,671			$	1,038
Operating income (loss):
Legacy Zebra - Operating income	$	260			$	238			$	178
Enterprise - Operating income	248				65				—
Total segment operating income	508				303				178
Corporate, eliminations (2)	(455		)		(214		)		(18		)
Total	$	53			$	89			$	160

(1)	Amounts included in Corporate, eliminations consist of purchase accounting adjustments related to the Acquisition.

(2)	Amounts included in Corporate, eliminations consist of purchase accounting adjustments not reported in segments; amortization expense, acquisition/integration expense and exit and restructuring costs.

Information regarding the Company’s operations by geographic area is contained in the following table. These amounts are reported in the geographic area of the destination of the final sale. We manage our business based on these regions rather than by individual countries. (in millions):

Year Ended December 31,	North America				Europe, Middle East & Africa				Latin America				Asia				Total
2015
Net sales	$	1,775			$	1,194			$	220			$	463			$	3,652
Long-lived assets	275				10				3				10				298
2014
Net sales	$	737			$	583			$	135			$	216			$	1,671
Long-lived assets	238				10				2				5				255
2013
Net sales	$	460			$	326			$	99			$	153			$	1,038
Long-lived assets	98				8				1				3				110

Net sales by country that are greater than 10% of total net sales are as follows (in millions):

	Year Ended December 31,
	2015				2014				2013
United States	$	2,046			$	875			$	563
United Kingdom	1,102				558				324
Singapore	175				155				140
Other	329				83				11
Total	$	3,652			$	1,671			$	1,038

Net sales by country are determined by the country from where the products are invoiced when they leave the Company’s warehouse. Generally, our United States sales company serves North America and Latin America; United Kingdom sales company serves Europe, Middle East, and Africa; and our Singapore sales company serves Asia-Pacific.

Long-lived assets, which were predominately located in the United States, were 87.0%, 89.6% and 89.2% of total long-lived assets as of December 31, 2015, 2014, and 2013, respectively.

F-38

Net sales by major product category are as follows (in millions):

	Year Ended December 31,
	2015				2014				2013
Hardware	$	2,865			$	1,234			$	740
Supplies	268				265				244
Services and Software	519				172				54
Total	$	3,652			$	1,671			$	1,038

Note 22 Major Customers

Our net sales to significant customers as a percentage of the total Company's net sales were as follows:

	Year Ended December 31,
	2015							2014							2013
	Zebra		Enterprise		Total			Zebra		Enterprise		Total			Zebra		Enterprise		Total
Customer A	5.5	%	11.6	%	17.1	%		11.5	%	5.6	%	17.1	%		16.8	%	—		16.8	%
Customer B	4.6	%	5.4	%	10.0	%		9.2	%	3.0	%	12.2	%		13.1	%	—		13.1	%
Customer C	5.2	%	4.4	%	9.6	%		8.7	%	1.8	%	10.5	%		12.3	%	—		12.3	%

All three of the above customers are distributors and not end-users. No other customer accounted for 10% or more of total net sales during these years.

There are three customers at December 31, 2015 and one customer at December 31, 2014 that each accounted for more than 10% of outstanding accounts receivable. In 2015, the three largest customers accounted for 19%, 14% and 11% of accounts receivable while in 2014 one customer accounted for 12%.

Note 23 Quarterly Results of Operations (unaudited)

F-39

(In millions, except share data and stock prices)

	2015
	First Quarter				Second Quarter				Third Quarter				Fourth Quarter				Total Year
Net sales
Net sales of tangible products	$	755			$	762			$	787			$	829			$	3,133
Revenue from services and software	138				128				129				124				519
Total Net sales	893				890				916				953				3,652
Cost of sales
Cost of sales of tangible products	386				407				403				435				1,631
Cost of services and software	98				90				99				90				377
Total Cost of sales	484				497				502				525				2,008
Gross profit	409				393				414				428				1,644
Operating expenses:
Selling and marketing	122				125				120				119				486
Research and development	96				99				100				99				394
General and administrative	66				70				67				74				277
Amortization of intangible assets	68				64				59				60				251
Acquisition and integration costs	26				31				37				50				144
Exit and restructuring costs	11				18				6				4				39
Total Operating expenses	389				407				389				406				1,591
Operating income (loss)	20				(14		)		25				22				53
Other (expense) income
Foreign exchange (loss) income	(27		)		11				(6		)		—				(22		)
Interest, net	(51		)		(49		)		(45		)		(49		)		(194		)
Other, net	—				(1		)		—				—				(1		)
Total Other (expenses)/income	(78		)		(39		)		(51		)		(49		)		(217		)
(Loss) Income before income taxes	(58		)		(53		)		(26		)		(27		)		(164		)
Income tax expense (benefit)	(33		)		23				3				(20		)		(27		)
Net (loss) income	$	(25	)		$	(76	)		$	(29	)		$	(7	)		$	(137	)
Basic earnings per share:	$	(0.50	)		$	(1.50	)		$	(0.57	)		$	(0.13	)		$	(2.69	)
Diluted earnings per share:	$	(0.50	)		$	(1.50	)		$	(0.57	)		$	(0.13	)		$	(2.69	)
Basic weighted average shares outstanding	50,666,970				50,917,161				51,151,541				51,207,102				50,996,297
Diluted weighted average and equivalent shares outstanding	50,666,970				50,917,161				51,151,541				51,207,102				50,996,297
High/Low Stock Price:
High	$92.48				$119.47				$117.00				$83.02				$119.47
Low	$74.40				$88.41				$71.95				$63.92				$63.92

F-40

	2014
	First Quarter				Second Quarter				Third Quarter				Fourth Quarter				Total Year
Net sales
Net sales of tangible products	$	262			$	270			$	283			$	684			$	1,499
Revenue from services and software	26				18				21				107				172
Total Net sales	288				288				304				791				1,671
Cost of sales
Cost of sales of tangible products	130				137				142				383				792
Cost of services and software	10				9				10				72				101
Total Cost of sales	140				146				152				455				893
Gross profit	148				142				152				336				778
Operating expenses:
Selling and marketing	35				36				37				105				213
Research and development	23				24				25				79				151
General and administrative	28				26				25				59				138
Amortization of intangible assets	2				3				3				46				54
Acquisition and integration costs	6				20				35				66				127
Exit and restructuring costs	—				—				—				6				6
Total Operating expenses	94				109				125				361				689
Operating income (loss)	54				33				27				(25		)		89
Other (expense) income
Foreign exchange (loss) income	—				—				—				(9		)		(9		)
Interest, net	—				(2		)		—				(60		)		(62		)
Other, net	—				—				(2		)		1				(1		)
Total Other (expenses)/income	—				(2		)		(2		)		(68		)		(72		)
Income (loss) before income taxes	54				31				25				(93		)		17
Income tax expense (benefit)	12				4				10				(41		)		(15		)
Net income (loss)	$	42			$	27			$	15			$	(52	)		$	32
Basic earnings per share:	$	0.83			$	0.54			$	0.29			$	(1.02	)		$	0.64
Diluted earnings per share:	$	0.82			$	0.54			$	0.29			$	(1.02	)		$	0.63
Basic weighted average shares outstanding	50,402,469				50,606,008				50,835,492				50,452,097				50,789,173
Diluted weighted average and equivalent shares outstanding	50,974,303				51,277,628				51,460,537				50,452,097				51,379,698
High/Low Stock Price:
High	$72.76				$87.53				$86.02				$79.11				$87.53
Low	$52.61				$60.06				$72.10				$58.95				$52.61

F-41

Note 24 Subsequent Events

In February 2016, the Company made additional optional principal prepayments of $80 million under its Term Loan. See Note 14 Long-Term Debt.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

Schedule II

Valuation and Qualifying Accounts

(Amounts in millions)

Description	Balance at Beginning of Period				Charged to Costs and Expenses				Deductions / (Recoveries)				Balance at End of Period
Valuation account for accounts receivable:
Year ended December 31, 2015	$	1			$	5			$	—			$	6
Year ended December 31, 2014	—				1				—				1
Year ended December 31, 2013	1				—				1				—
Valuation accounts for inventories:
Year ended December 31, 2015	$	6			$	54			$	4			$	56
Year ended December 31, 2014	13				6				13				6
Year ended December 31, 2013	14				8				9				13
Valuation accounts for deferred tax assets:
Year ended December 31, 2015	$	57			$	5			$	14			$	48
Year ended December 31, 2014	—				57				—				57
Year ended December 31, 2013	—				—				—				—

See accompanying report of independent registered public accounting firm.

F-42

Index to Exhibits

2.1	(22	)	Master Acquisition Agreement, dated as of April 14, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
2.2	(21	)	Amendment No. 1 to Master Acquisition Agreement, dated October 24, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
2.3	(21	)	Amendment No. 2 to Master Acquisition Agreement, dated October 26, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
2.4	(23	)	Amendment No. 4 to Master Acquisition Agreement, dated February 9, 2015 between Zebra Technologies Corporation and Motorola Solutions, Inc.
2.5	(22	)	Intellectual Property Agreement, dated as of April 14, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
2.6	(21	)	Amendment No. 1 to Intellectual Property Agreement, dated as of October 27, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
2.7	(22	)	Employee Matters Agreement, dated as of April 14, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
3.1(i)	(4	)	Restated Certificate of Incorporation of the Company.
3.1(ii)	(19	)	Amended and Restated By-laws of Zebra Technologies Corporation, as amended as of January 7, 2013.
4.1	(3	)	Specimen stock certificate representing Class A Common Stock.
4.2	(20	)	Indenture, dated as of October 15, 2014, between Zebra Technologies Corporation and U.S. Bank National Association, as trustee, relating to the 7.25% Senior Notes due 2022.
4.3	(20	)	Registration Rights Agreement, dated as of October 27, 2014, between Zebra Technologies Corporation and Morgan Stanley & Co., as representative of the initial purchasers.
4.4	(21	)	Supplemental Indenture, dated as of October 27, 2014, by and among Zebra Technologies Corporation, the guarantors and U.S. Bank National Association, as trustee, relating to the 7.25% Senior Notes due 2022.
10.1	(6	)	Employment Agreement between the Company and Hugh Gagnier dated December 12, 2007. +
10.2	(5	)	Amendment No. 1 to Employment Agreement between the Company and Hugh Gagnier dated December 30, 2008. +
10.3	(18	)	Employment Agreement between the Company and Michael H. Terzich dated November 16, 2007. +
10.4	(14	)	Employment Agreement between Michael C. Smiley and the Company dated May 1, 2008. +
10.5	(5	)	Form of Amendment No. 1 to Employment Agreement by and between the Company and each executive officer other than Messrs. Gustafsson and Gagnier, each dated December 30, 2008.+
10.6	(8	)	Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to executive officers on or after April 25, 2007 and prior to December 2, 2008. +
10.7	(12	)	Form of indemnification agreement between Zebra Technologies Corporation and each director and executive officer. +
10.8	(15	)	Form of Director Stock Option Agreement (1-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after May 22, 2008 and prior to December 2, 2008. +
10.9	(15	)	Form of Director Stock Option Agreement (4-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after May 22, 2008 and prior to December 2, 2008. +
10.10	(17	)	Form of Director Stock Option Agreement (1-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after December 2, 2008. +
10.11	(17	)	Form of Director Stock Option Agreement (4-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after December 2, 2008. +
10.12	(17	)	Amendment to outstanding Stock Option Agreements under the 2006 Incentive Compensation Plan, dated December 2, 2008. +
10.13	(17	)	Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to executive officers on or after December 2, 2008. +
10.16	(16	)	Purchase Agreement, dated as of September 30, 2014, between Zebra Technologies Corporation and Morgan Stanley & Co. LLC, as representative of the initial purchasers.
10.17	(10	)	2006 Incentive Compensation Plan. +
10.18	(17	)	Amendment to the 2006 Incentive Compensation Plan dated December 2, 2008. +
10.19	(27	)	2011 Long-Term Incentive Plan (Amended and Restated as of May 15, 2014). +

F-43

10.20	(11	)	2011 Short-Term Incentive Plan. +
10.21	(26	)	2015 Long-Term Incentive Plan. +
10.22	(26	)	2015 Short-Term Incentive Plan. +
10.23	(13	)	2005 Executive Deferred Compensation Plan, as amended. +
10.24	(9	)	Form of Amendment to Employment Agreement between Zebra Technologies Corporation and executive officers. +
10.25	(12	)	Amended and Restated Employment Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +
10.26	(12	)	Letter Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +
10.27	(12	)	Form of 2010-2011 time-vested stock appreciation rights agreement for employees other than CEO. +
10.28	(7	)	Form of 2012 time-vested stock appreciation rights agreement for employees other than CEO. +
10.29	(28	)	Form of 2013-15 time-vested stock appreciation rights agreement for employees other than CEO. +
10.30	(12	)	Form of 2010 time-vested stock appreciation rights agreement for CEO. +
10.31	(7	)	Form of 2011-12 time-vested stock appreciation rights agreement for CEO. +
10.32	(28	)	Form of 2013-15 time-vested stock appreciation rights agreement for CEO. +
10.33	(12	)	Form of 2009 time-vested stock appreciation rights agreement for non-employee directors. +
10.34	(12	)	Form of 2010 time-vested stock appreciation rights agreement for non-employee directors. +
10.35	(1	)	Form of 2011 time-vested stock appreciation rights agreement for non-employee directors. +
10.36	(7	)	Form of 2012 stock appreciation rights agreement for non-employee directors. +
10.37	(28	)	Form of 2013 time-vested restricted stock agreement for employees other than CEO. +
10.38	(2	)	Form of May 2015 time-vested restricted stock agreement for employees other than CEO. +
10.39	(28	)	Form of 2013 performance-based restricted stock agreement for employees other than CEO. +
10.40	(2	)	Form of May 2014 performance-based restricted stock agreement for employees other than CEO. +
10.41	(24	)	Form of November 2014 performance-based restricted stock agreement for employees other than CEO. +
10.42	(25	)	Form of 2015 performance-vested equity agreement for employees other than CEO. +
10.43	(28	)	Form of 2013-15 time-vested restricted stock agreement for CEO. +
10.44	(28	)	Form of 2013 performance-based restricted stock agreement for CEO. +
10.45	(24	)	Form of November 2014 performance-based restricted stock agreement for CEO. +
10.46	(26	)	Form of 2015 performance-vested equity agreement for CEO. +
10.47	(21	)	Credit Agreement, dated October 27, 2014, by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.

F-44

10.48			Sublease Agreement dated November 15, 2013 between Hewitt Associates, LLC and Zebra Technologies Corporation. *
21.1			Subsidiaries of the Company.
23.1			Consent of Ernst & Young LLP, independent registered public accounting firm.
31.1			Certification pursuant to Rule 13a-14(a)/15d-14(a).
31.2			Certification pursuant to Rule 13a-14(a)/15d-14(a).
32.1			Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			The following financial information from Zebra Technologies Corporation Annual Report on Form 10-K, for the year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets; (ii) the consolidated statements of earnings (loss); (iii) the consolidated statements of comprehensive income (loss); (iv) the consolidated statements of stockholders equity; (v) the consolidated statements of cash flows; and (vi) notes to consolidated financial statements.

(1)	Incorporated by reference from Current Report on Form 8-K dated May 19, 2011.
(2)	Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 29, 2014.
(3)	Incorporated by reference from Registration Statement on Form S-1, File No. 33-41576.
(4)	Incorporated by reference from Current Report on Form 8-K dated August 1, 2012.
(5)	Incorporated by reference from Current Report on Form 8-K dated January 5, 2009.
(6)	Incorporated by reference from Current Report on Form 8-K filed on December 17, 2007.
(7)	Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
(8)	Incorporated by reference from Current Report on Form 8-K filed on May 1, 2007.
(9)	Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended October 2, 2010.
(10)	Incorporated by reference from Current Report on Form 8-K filed on May 15, 2006.
(11)	Incorporated by reference from Proxy Statement dated April 15, 2011 for the 2011 Annual Meeting of Stockholders.
(12)	Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended April 3, 2010.
(13)	Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 29, 2008.
(14)	Incorporated by reference from Current Report on Form 8-K filed on May 7, 2008.
(15)	Incorporated by reference from Current Report on Form 8-K filed on May 29, 2008.
(16)	Incorporated by reference from Current Report on Form 8-K dated September 30, 2014.
(17)	Incorporated by reference from Current Report on Form 8-K filed on December 8, 2008.
(18)	Incorporated by reference from Form 10-K for fiscal year ended December 31, 2008.
(19)	Incorporated by reference from Current Report on Form 8-K dated January 7, 2013.
(20)	Incorporated by reference from Current Report on Form 8-K dated October 15, 2014.
(21)	Incorporated by reference from Current Report on Form 8-K dated October 24, 2014.
(22)	Incorporated by reference from Current Report on Form 8-K dated April 14, 2014.
(23)	Incorporated by reference from Current Report on Form 8-K dated February 9, 2015.
(24)	Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 2014.
(25)	Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
(26)	Incorporated by reference from Proxy Statement dated April 15, 2015 for the 2015 Annual Meeting of Stockholders.
(27)	Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 28, 2014.
(28)	Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 30, 2013.
+	Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.
*	Included with this annual Report on Form 10-K

F-45