Item 15. Exhibits, Financial Statements and Schedule

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Item 15. Exhibits, Financial Statements and Schedule

Index to Consolidated Financial Statements and Schedules

PAGE
Financial Statements
Report of Independent Registered Public Accounting Firm36
Consolidated Balance Sheets as of December 31, 2018 and 201737
Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 201638
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017, and 201639
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017, and 201640
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 201641
Notes to Consolidated Financial Statements42
Financial Statement Schedule
Schedule II - Valuation and Qualifying Accounts80

All other financial statement schedules are omitted because they are not applicable to the Company.

Index to Exhibits

3.1(i)(3)Restated Certificate of Incorporation of the Company.
3.1(ii)(12)Amended and Restated By-laws of Zebra Technologies Corporation, as amended as of January 7, 2013.
4.1(20)Specimen stock certificate representing Class A Common Stock.
10.1(19)Employment Agreement between the Company and Hugh Gagnier dated June 1, 2018. +
10.2(17)Employment Agreement between Olivier Leonetti and the Company dated October 31, 2016. +
10.3(4)Form of Amendment No. 1 to Employment Agreement by and between the Company and certain executive officers dated December 30, 2008.+
10.4(17)Form of indemnification agreement between Zebra Technologies Corporation and each director and executive officer.
10.5(10)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. +
10.6(11)Amendment to outstanding Stock Option Agreements under the 2006 Incentive Compensation Plan, dated December 2, 2008. +
10.7(7)2006 Incentive Compensation Plan. +
10.8(11)Amendment to the 2006 Incentive Compensation Plan dated December 2, 2008. +
10.9(14)2011 Long-Term Incentive Plan (Amended and Restated as of May 15, 2014). +
10.10(20)2015 Long-Term Incentive Plan. +
10.11(9)2005 Executive Deferred Compensation Plan, as amended. +
10.12(6)Form of Amendment to Employment Agreement between Zebra Technologies Corporation and executive officers. +
10.13(8)Amended and Restated Employment Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +
10.14(8)Letter Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +
10.15(8)Form of 2010-2011 time-vested stock appreciation rights agreement for employees other than CEO. +
10.16(5)Form of 2012 time-vested stock appreciation rights agreement for employees other than CEO. +
10.17(15)Form of 2013-16 time-vested stock appreciation rights agreement for employees other than CEO. +
10.18(18)Form of 2017 time-vested stock appreciation rights agreement for employees other than CEO. +
10.19(19)Form of 2018 stock appreciation rights agreement for employees other than the CEO. +
10.20(8)Form of 2010 time-vested stock appreciation rights agreement for CEO. +
10.21(5)Form of 2011-12 time-vested stock appreciation rights agreement for CEO. +
10.22(15)Form of 2013-16 time-vested stock appreciation rights agreement for CEO. +
10.23(18)Form of 2017 time-vested stock appreciation rights agreement for CEO. +
10.24(19)Form of 2018 stock appreciation rights agreement for CEO. +
10.25(8)Form of 2009 time-vested stock appreciation rights agreement for non-employee directors. +
10.26(8)Form of 2010 time-vested stock appreciation rights agreement for non-employee directors. +
10.27(1)Form of 2011 time-vested stock appreciation rights agreement for non-employee directors. +
10.28(5)Form of 2012 time-vested stock appreciation rights agreement for non-employee directors. +
10.29(2)Form of 2016-2017 time-vested restricted stock agreement for employees other than CEO. +
10.30(19)Form of 2018 time-vested restricted stock agreement for employees other than the CEO. +
10.31(13)Form of 2016-2017 performance-vested equity agreement for employees other than CEO. +
10.32(19)Form of 2018 performance-vested restricted stock agreement for employees other than CEO. +
10.33(15)Form of 2016-17 time-vested restricted stock agreement for CEO. +
10.34(19)Form of 2018 time-vested restricted stock agreement for CEO. +
10.35(13)Form of 2016-2017 performance-vested equity agreement for CEO. +
10.36(19)Form of 2018 performance-vested restricted stock agreement for CEO. +
10.37(16)Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of 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.
10.38(19)Amendment No. 1, dated May 31, 2018, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of 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.
10.39(20)Office Lease dated November 14, 2013 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation
10.40(20)First Amendment to Lease dated June 6, 2014 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation
10.41(20)Receivables Purchase Agreement dated as of December 1, 2017 among Zebra Technologies International, LLC, as the Originator, and Zebra Technologies RSC, LLC, as Buyer
10.42(20)Receivables Financing Agreement, dated as of December 1, 2017, by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC
10.43Master Accounts Receivable Purchase Agreement dated December 19, 2018 among Zebra Technologies Europe Limited, Zebra Technologies Corporation, and MUFG Bank, Ltd.*
21.1Subsidiaries of the Company. *
23.1Consent of Ernst & Young LLP, independent registered public accounting firm. *
31.1Certification pursuant to Rule 13a-14(a)/15d-14(a). *
31.2Certification pursuant to Rule 13a-14(a)/15d-14(a). *
32.1Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101The following financial information from Zebra Technologies Corporation Annual Report on Form 10-K, for the year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (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 Current Report on Form 8-K dated August 1, 2012.
(4)Incorporated by reference from Current Report on Form 8-K dated January 5, 2009.
(5)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
(6)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended October 2, 2010.
(7)Incorporated by reference from Current Report on Form 8-K filed on May 15, 2006.
(8)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended April 3, 2010.
(9)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 29, 2008.
(10)Incorporated by reference from Current Report on Form 8-K filed on May 29, 2008.
(11)Incorporated by reference from Current Report on Form 8-K filed on December 8, 2008.
(12)Incorporated by reference from Current Report on Form 8-K dated January 7, 2013.
(13)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended July 4, 2015.
(14)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 28, 2014.
(15)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 30, 2013.
(16)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended July 1, 2017
(17)Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 2016
(18)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended April 1, 2017
(19)Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2018
(20)Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 2017
+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 this Form 10-K.

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