Zebra Technologies (ZBRA) 10-K risk factor changes: FY2020 vs FY2019

[removed: | • |] [added: -] Managing our distribution channel partners; [removed: |]

[removed: | • |] [added: -] Managing our contract manufacturing and supply chain; [removed: |]

[removed: | • |] [added: -] Manufacturing an increased number of products; [removed: |]

[removed: | • |] [added: -] Managing parties to whom we have outsourced portions of our business operations; [removed: |]

[removed: | • |] [added: -] Managing administrative and operational burdens; [removed: |]

[removed: | • |] [added: -] Managing stakeholder interests including customer, investor and employee social responsibility matters; [removed: |]

[removed: | • |] [added: -] Maintaining and improving information technology infrastructure to support growth; [removed: |]

[removed: | • |] [added: -] Managing the integration of acquisitions; [removed: |]

[removed: | • |] [added: -] Managing logistical problems common to complex, expansive operations; [removed: |]

[removed: | • |] [added: -] Managing our international operations; and [removed: |]

[removed: | • |] [added: -] Attracting, developing and retaining individuals with the requisite technical expertise to develop new technologies and introduce new products and solutions. [removed: |]

Acquisitions could also dilute stockholder value and adversely affect operating results.* We may acquire or make investments in other businesses, technologies, services, [added: products,] or [removed: products.][added: solutions.]

[removed: | • |] [added: -] Difficulties and uncertainties in retaining the customers or other business relationships from the acquired entities; [removed: |]

[removed: | • |] [added: -] The loss of key employees of acquired entities; [removed: |]

[removed: | • |] [added: -] The ability of acquired entities to fulfill their customers’ obligations; [removed: |]

[removed: | • |] [added: -] The inheritance of known, and the discovery of unknown, issues or liabilities; [removed: |]

[removed: | • |] [added: -] Pre-closing and post-closing acquisition-related earnings charges could adversely impact operating results and cash flows in any given period, and the impact may be substantially different from period to period; [removed: |]

[removed: | • |] [added: -] The failure of acquired entities to meet or exceed expected operating results or cash flows could result in impairment of goodwill or intangible assets acquired; [removed: |]

[removed: | • |] [added: -] The ability to implement internal controls and accounting systems necessary to be compliant with requirements applicable to public companies subject to SEC reporting, which could result in misstated financial reports; and [removed: |]

[removed: | • |] [added: -] Future acquisitions could result in changes such as potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, and goodwill impairment charges. [removed: |]

*The Company may not be able to continue to develop products or solutions to address user needs effectively in an industry characterized by ongoing change.* To be successful, we must adapt to rapidly changing technological and application needs by continually improving our [removed: products,] [added: products and solutions,] as well as introducing new [removed: products] [added: products, solutions,] and services, to address user demands.

[removed: | • |] [added: -] Evolving industry standards; [removed: |]

[removed: | • |] [added: -] Frequent new [removed: product] [added: product, solution,] and service introductions; [removed: |]

[removed: | • |] [added: -] Evolving distribution channels; [removed: |]

[removed: | • |] [added: -] Increasing demand for customized product and software solutions; [removed: |]

[removed: | • |] [added: -] Changing customer demands; and [removed: |]

[removed: | • |] [added: -] Changing security protocols. [removed: |]

[removed: | • |] [added: -] Technologically advanced systems that satisfy user demands; [removed: |]

[removed: | • |] [added: -] Superior customer service; [removed: |]

[removed: | • |] [added: -] High levels of quality and reliability; and [removed: |]

[removed: | • |] [added: -] Dependable and efficient distribution networks. [removed: |]

Increased competition in mobile computing products, data capture products, radio frequency identification devices (“RFID”), printers, [added: supplies,] or [removed: supplies] [added: software-based solutions] may result in price reductions, lower gross profit margins, and loss of market share, and could require increased spending on research and development, sales and marketing, and customer support.

Some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies that produce complementary [removed: products,] [added: products and solutions,] which may create additional pressures on our competitive position in the marketplace.

*The Company has substantial operations and sells a significant portion of our [removed: products] [added: products, solutions and services] outside of the U.S. and purchases important components, including final products, from suppliers located outside the U.S.* Shipments to non-U.S. customers are expected to continue to account for a material portion of Net sales.

[removed: | • |] [added: -] Fluctuating foreign currency rates could restrict sales, increase costs of purchasing, and affect collection of receivables outside of the U.S.; [removed: |]

[removed: | • |] [added: -] Volatility in foreign credit markets may affect the financial well-being of our customers and suppliers; [removed: |]

[removed: | • |] [added: -] Violations of anti-corruption laws, including the Foreign Corrupt Practices Act and the U.K. Bribery Act, could result in large fines and penalties; [removed: |]

[removed: | • |] [added: -] Adverse changes in, or uncertainty of, local business laws or practices, including the following: [removed: |]

[removed: | ▪ |] [added: -] Imposition of burdensome tariffs, quotas, taxes, trade barriers, or capital flow restrictions; [removed: |]

[removed: | ▪ |] [added: -] Restrictions on the export or import of technology may reduce or eliminate the ability to sell in, or purchase from, certain markets; [removed: |]

- Developing and managing custom solutions offerings;

*Third parties may allege that the Company or our suppliers infringe upon their intellectual property rights.* Periodically, third parties claim that we or our suppliers infringe upon their intellectual property rights.

As we continue to expand our business and incorporate new technologies into our products and solutions, these types of claims may increase.

*The effects* *of the COVID-19 pandemic have and may continue to adversely affect our business, financial results, and results of operations.* The coronavirus (“COVID-19”) has spread rapidly worldwide, resulting in a broad number of governmental and commercial efforts to contain the spread of COVID-19 globally, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns.

The COVID-19 pandemic has been, and continues to be, complex and rapidly evolving, and has adversely impacted our business, primarily related to lower customer demand and higher fulfillment costs.

The duration and extent of the impact of the COVID-19 pandemic on our business, operations and financial results depends on factors that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the extent and effectiveness of containment actions, the extent to which vaccines and/or other medical treatments are developed and made available to the

public, and the impact of these and other factors on our employees, customers, industry partners, suppliers and third party dealers, distributors, and resellers.

The federal, state, and local governments as well as foreign governments, to varying degrees, have imposed, and continue to impose, several protocols and regulations restricting the physical movement or other activities of individuals in an effort to limit the spread of COVID-19.

We have implemented a number of measures in an effort to protect the health and well-being of our employees, customers and suppliers, including having the majority of office workers work remotely, limiting employee travel, and withdrawing from industry events.

The transition to working remotely for most of our office employees may impact our business operations, customer relationships, pose additional data security risks as well as impact our ability to attract and retain talent.

The extent and duration of ongoing workplace restrictions and limitations, particularly in sites with significant headcount, could adversely impact our operations and our ability to execute on strategic imperatives for our business.

As governments ease their restrictions and we allow our employees to come back to work in our offices in a controlled approach, we have modified our business practices, including implementing social distancing protocols, office capacity restrictions, health screening, provision of personal protective equipment, tracking and tracing protocols, and extensively and frequently disinfecting our workspaces.

However, there is no guarantee that such protocols will be successful in preventing the spread of COVID-19 amongst our employees.

In late 2020, certain vaccines were authorized by major regulatory bodies to help fight the infection of COVID-19, and certain other vaccines are in the late stages of development to provide such treatment.

At this time, the availability of authorized vaccines is highly limited, and the time required to make these vaccines available to all members of the public remains uncertain.

Further, we have experienced higher than normal employee absentee rates for employees who are unable to work from home, and even as employees return to our offices, we may be prevented from conducting business activities at full capacity for an indefinite period of time.

The potential negative effects to our operations, including reductions in production levels, research and development activities, and increased costs resulting from our efforts to mitigate the impact of COVID-19, may adversely affect our ability to deliver our products, solutions and services.

In addition, the continued spread of COVID-19 has led to disruption and volatility in the worldwide credit and financial markets, which could limit our ability to obtain external financing and result in a higher rate of losses on our accounts receivables due to credit defaults, adversely affecting our liquidity.

While the COVID-19 pandemic has not materially impacted our liquidity and capital resources to date, the duration and severity of any further economic or market impact of the pandemic remains uncertain and there can be no assurance that it will not have an adverse effect on our liquidity and capital resources, including our ability to access capital markets, in the future.

If COVID-19 becomes more prevalent in the locations where our customers, suppliers, or we conduct business, we may experience more pronounced disruptions in our operations.

If we are not able to respond to and manage the impact of such events effectively, our business and results of operations in future periods may be adversely affected.

Moreover, the impacts of the COVID-19 pandemic may exacerbate other pre-existing risks, such as global economic conditions, political, regulatory, social, financial, operational and cybersecurity as well as similar risks relating to our suppliers and customers, any of which could have a material adverse effect on our business.

*Zebra could be adversely impacted by the United Kingdom’s withdrawal from the European Union.

The E.U.-U.K. Trade and Cooperation Agreement was entered into on December 24, 2020 and details the future relationship between the U.K. and E.U., and has resolved much uncertainty.

Nevertheless, effective January 1, 2021, customs borders are in place between Great Britain and Northern Ireland and Great Britain and the E.U., which could adversely impact Zebra’s operations and financial performance due to the increase in importation requirements that may lead to disrupted or delayed shipments in the region.

Such disrupted or delayed shipments may also result in shortages of products and components or loss of customer confidence, which could affect Zebra’s financial performance.

Because many of these contracts involve new

Many countries have recently adopted, or are considering the adoption of, revisions to their respective tax laws based on the on-going reports issued by the Organization for Economic Co-operation and

Our third-party insurance coverage varies from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention.

Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain third-party insurance.

In addition, our third-party insurance policies are subject to deductibles, policy limits, and exclusions that result in our retention of a level of risk on a self-insurance basis.

Further, certain types of coverages may be difficult or expensive to obtain.

We self-insure against certain business risks and expenses where we believe we can adequately self-insure against the anticipated exposure and risk or where insurance is either not deemed cost-effective or is not available.

Losses not covered by insurance could be substantial and unpredictable and could adversely affect our financial condition and results of operations.

which could further restrict business operations.

Laws and regulations relating to the handling of such personal data may result in increased costs, legal claims, or fines against the Company.

Existing laws and emerging regulations may be inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations.

Government officials, regulators and privacy advocates are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data, which may result in new interpretations of existing laws that impact our business.

Further, there is no assurance that we will be able to meet additional requirements that may be imposed on the transfer of personal data without incurring expenses.

We may experience reluctance or refusal by customers to purchase or continue to use our services due to concerns regarding their data protection obligations.

| | |

| --- | --- |

*Infringement by the Company or our suppliers on the proprietary rights of others could put us at a competitive disadvantage, and any related litigation could be time consuming and costly.* Third parties may claim that we or our suppliers violated their intellectual property rights.

If such claims are successful, they could result in costly judgments or settlements.

Also, as new technologies emerge, the intellectual property rights of parties in such technologies can be uncertain.

As a result, our products involving such technologies may have higher risk of claims of infringement of the intellectual proprietary rights of third parties.

During this transition period, the U.K. will negotiate the terms of its future relationship with the E.U. Since the U.K.’s referendum in June 2016 to withdraw from the E.U., markets have been more volatile, including fluctuations in the British pound, that could adversely impact Zebra’s operating costs in the U.K. Such market volatility could also cause customers to alter or delay buying decisions that would adversely impact Zebra’s sales in the U.K. and throughout Europe.

Our European business involves cross border transactions between the U.K. and the E.U. The future trade relationship between the U.K. and the E.U. could adversely impact Zebra’s operations in the region by increasing importation requirements or disrupting shipments between the E.U. to the U.K. or vice versa.

The terms of the U.K.’s

withdrawal from the E.U. and resulting impacts to Zebra’s operations are currently uncertain and could adversely affect the Company’s financial performance.

These actions will result in increased customs duties and will likely result in the renegotiation of some U.S. trade agreements.

In response to such actions, China has instituted customs duties on certain U.S. goods.

Other governments could also institute customs duties on U.S. goods similar to China’s actions in response to the U.S. government’s customs duties.

The Company currently imports a significant percentage of our products into the U.S. and China, and an increase in customs duties with respect to these imports could negatively impact the Company’s financial performance.

Failure to effectively manage transition activities associated with product sourcing diversification may negatively impact our results of operations and financial performance.

Such customs duties also may cause the U.S.’ trading partners, other than

China, to take actions with respect to U.S. imports or U.S. investment activities in their respective countries.

Any potential changes in trade policies in the U.S. and the potential corresponding actions by other countries in which the Company does business could adversely affect the Company’s financial performance.

While the cost and availability of most insurance is stable, there are still certain types and levels of insurance that remain difficult to obtain, such as professional liability insurance, which is expensive to obtain for the amount of coverage often requested by certain customers.

As we grow our global solutions and services business, we are being asked to obtain higher amounts of professional liability insurance, which could result in higher costs to do business.

Natural disasters and certain risks arising from securities claims, professional liability, and public liability are potential self-insured events that could negatively impact our financial results.

| • | We plan to use a substantial portion of cash flow from operations to pay interest and principal on our indebtedness, which may reduce the funds available for other purposes, such as acquisitions and capital expenditures; |

The governing bodies in such jurisdictions have adopted or are considering adopting laws and regulations regarding the collection, use, transfer, storage, and disclosure of personal data obtained from third parties and employees; for example, the General Data Protection Regulation effective May 2018.

These laws may result in burdensome or inconsistent requirements affecting the collection, use, storage, transfer, and disclosure of our third-party and employee personal data.

Compliance may require changes in services, business practices, or internal systems that result in

Failure to comply with existing or new rules may result in claims against the Company or significant penalties or orders to stop the alleged noncompliant activity.

This section generally discusses fiscal [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] items and year-over-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

Discussions of [removed: 2017] [added: 2018] items and year-to-year comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] are not included herein.

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2018] [added: 2019] for this discussion.

We design, manufacture, and sell a broad range of products [added: and solutions, including cloud-based subscriptions,] that capture and move data, including: mobile computers; barcode scanners and imagers; radio frequency identification device (“RFID”) readers; specialty printers for barcode labeling and personal identification; real-time location systems (“RTLS”); related accessories and supplies, such as self-adhesive labels and other consumables; and software [removed: utilities and] applications.

We also provide a full range of services, including maintenance, technical support, and repair, managed and professional [removed: services, including cloud-based subscriptions.][added: services.]

End-users of our [removed: products] [added: products, solutions] and services include those in the retail and e-commerce, transportation and logistics, manufacturing, healthcare, hospitality, warehouse and distribution, energy and utilities, [removed: government] [added: government, education,] and [removed: education] [added: banking] enterprises around the world.

We provide [removed: products] [added: products, solutions,] and services in approximately 180 countries, with [removed: 124] [added: 128] facilities and approximately [removed: 8,200] [added: 8,800] employees worldwide.

Our customers have traditionally benefited from proven solutions that increase productivity and improve [added: asset] efficiency and [removed: asset] utilization.

[removed: The] [added: *•*The] AIT segment is an industry leader in barcode printing and asset tracking technologies.

[added: -] The EVM segment is an industry leader in automatic information and data capture solutions.

Its major product lines include mobile computing, data capture, RFID, [added: services,] and [removed: services.][added: workflow optimization solutions.]

[removed: Acquisitions] [added: | Acquisition] and [removed: Integration][added: integration costs | | | 23 | | | | | | 22 | | | | | | 8 | | | | | | NM | | | | | | NM | | | | | | NM | | |]

On November 5, 2019, the Company acquired Cortexica Vision Systems Limited (“Cortexica”), [removed: a provider of computer vision-based artificial intelligence solutions primarily serving the retail industry,] for $7 million in cash.

Additionally, we incurred approximately $2 million of acquisition-related costs in 2019, which primarily included third-party transaction and advisory [removed: fees and] [added: fees, that] are reflected within Acquisition and integration costs on the Consolidated Statements of Operations.

The Company’s total purchase consideration was $79 million, which consisted of $75 million in [removed: cash paid,] [added: cash,] net of cash acquired, and the fair value of the Company’s existing minority ownership interest in Profitect of $4 million, as [added: remeasured upon acquisition.]

Included within Other, net on the Consolidated Statements of Operations [added: in 2019] is a $4 million gain resulting from the remeasurement of the Company’s previously held ownership interest in Profitect.

Additionally, we incurred $13 million of acquisition-related costs in 2019, which primarily consisted of payments to settle [added: certain] Profitect employee stock option awards, as well [removed: as third party] [added: as, third-party] transaction and advisory [removed: fees.][added: fees, that are included within Acquisition and integration costs on the Consolidated Statements of Operations.]

[removed: Those] [added: Additionally, we incurred $3 million of] acquisition-related costs [added: in 2019, which primarily included third-party transaction and advisory fees, that] are included within Acquisition and integration costs on the Consolidated Statements of Operations.

[removed: Additionally, we] [added: The Company] incurred [removed: $3] [added: approximately $21] million of acquisition-related [removed: costs in 2019,] [added: costs,] which primarily [removed: included] [added: consisted of payments to settle certain existing Reflexis share-based compensation awards, as well as] third-party transaction and advisory [removed: fees and] [added: fees, that] are [removed: reflected] [added: included] within Acquisition and integration costs on the Consolidated Statements of Operations.

The operating results of [removed: Xplore] [added: Reflexis] are included within the EVM segment.

In the fourth quarter of 2019, the Company committed to certain organizational changes designed to generate operational efficiencies (collectively referred to as the “2019 Productivity [removed: Plan”), which are incremental to the Company’s 2017 exit and restructuring program (the “2017 Productivity] Plan”).

The organizational design changes under the 2019 Productivity [removed: Plan will] [added: Plan, which] principally [removed: occur] [added: occurred] within the North America and EMEA [removed: regions, relate primarily to employee severance and related benefits, and are expected to be substantially completed in fiscal 2020.][added: regions.]

Exit and restructuring [removed: charges] [added: charges, primarily related to employee severance and benefits,] for the 2019 Productivity Plan were [added: $11 million and] $8 million [removed: for] [added: during] the [removed: year] [added: years] ended December 31, [removed: 2019.][added: 2020 and 2019, respectively.]

See Note 9, *Exit and Restructuring Costs* in the Notes to Consolidated Financial [removed: Statements.][added: Statements for further information related to the 2019 Productivity Plan.]

See Note [removed: 16, *Income Taxes*] [added: 15, *Share-Based Compensation*] in the Notes to Consolidated Financial Statements for further [removed: information.][added: details of these replacement awards.]

[removed: In 2019, the] [added: The] Company [removed: incurred $5 million related to] [added: commenced] efforts [added: in 2019] to diversify its product sourcing [removed: footprint,] [added: footprint] to include sourcing products from Taiwan, Vietnam, and Malaysia, thereby reducing its reliance on Chinese-based manufacturing and the impacts of related customs duties (“tariffs”) on [removed: U.S.] [added: U.S] imports from China.

As [removed: a result] of [added: the end of 2020,] these actions, along with certain U.S. pricing [removed: actions and based on current economic and operating conditions, the Company expects to] [added: actions, have] substantially [removed: mitigate] [added: mitigated] the ongoing financial impacts of Chinese [added: import] tariffs.

[removed: As a result,] [added: While] many of our supply chain partners in China temporarily suspended or modified their business operations [removed: beyond the normal Chinese Lunar New Year shutdown.][added: in early 2020 as a consequence of COVID-19, we have]

The situation [removed: is] [added: related to the pandemic continues to be] complex and [removed: rapidly-evolving.][added: rapidly evolving.]

Results of Operations: Year [removed: Ended 2019 versus 2018 and] [added: Ended 2020 versus 2019 and] Year [removed: Ended 2018 versus 2017][added: Ended 2019 versus 2018]

| | [added: | |] Year Ended December 31, | | | | | | | | | | | | [added: | | | | | |] Percent Change [removed: 2019] [added: 2020] vs [removed: 2018] [added: 2019] | | | [added: | | |] Percent Change [removed: 2018] [added: 2019] vs [removed: 2017] [added: 2018] | | [added: |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | | | | | | | | [added: | |]

| [added: Total] Net sales | [removed: $] | [added: | 4,448 | | | | | |] 4,485 | | | [removed: $] | [added: | |] 4,218 | | | [removed: $] | [removed: 3,722] | | [added: (0.8)] | [removed: 6.3] | % | | [removed: 13.3] | [added: | 6.3 | |] % |

| Gross profit | [added: | | 2,003 | | | | | |] 2,100 | | | | [removed: 1,981] | | [added: 1,981] | | [removed: 1,710] | | | | [removed: 6.0] [added: (4.6)] | [added: |] % | | [removed: 15.8] | [added: | 6.0 | |] % |

| *Gross margin* | [removed: *46.8*] | | [added: *45.0* | |] *%* | | [removed: *47.0*] | | [added: *46.8* | |] *%* | | [removed: *45.9*] | | [added: *47.0* | |] *%* | | [removed: *(20)] [added: | | *(180)] bps* | | | [removed: *110] [added: | | | *(20)] bps* | | [added: |]

| Operating expenses | [added: | | 1,352 | | | | | |] 1,408 | | | | [removed: 1,371] | | [added: 1,371] | | [removed: 1,388] | | | | [removed: 2.7] [added: (4.0)] | [added: |] % | | [removed: (1.2] | [removed: )%] | [added: 2.7 | | % |]

| Operating income | [added: | |] $ | [removed: 692] [added: 651] | | | [added: | |] $ | [removed: 610] [added: 692] | | | [added: | |] $ | [removed: 322] [added: 610] | | | [removed: 13.4] | [added: | (5.9) | |] % | | [removed: 89.4] | [added: | 13.4 | |] % |

| North America | [added: | |] $ | [removed: 2,261] [added: 2,319] | | | [added: | |] $ | [removed: 2,041] [added: 2,261] | | | [added: | |] $ | [removed: 1,798] [added: 2,041] | | | [removed: 10.8] | [added: | 2.6 | |] % | | [removed: 13.5] | [added: | 10.8 | |] % |

| EMEA | [added: | | 1,495 | | | | | |] 1,462 | | | | [removed: 1,409] | | [added: 1,409] | | [removed: 1,221] | | | | [removed: 3.8] [added: 2.3] | [added: |] % | | [removed: 15.4] | [added: | 3.8 | |] % |

| Asia-Pacific | [added: | | 439 | | | | | |] 518 | | | | [added: | |] 520 | | | | [removed: 468] | | [added: (15.3)] | | [removed: (0.4] [added: %] | [removed: )%] | | [removed: 11.1] | [added: (0.4) | |] % |

Beginning in the first quarter of 2021, we will move the retail solutions product line from our AIT segment into our EVM segment contemporaneous with a change in our organizational structure and management of the business.

We will begin reporting our results reflecting this change in the first quarter of 2021 and will present historical periods on a comparable basis.

The impact of this change does not have an impact to the Consolidated Financial Statements and is immaterial to our current and historical reportable segment results.

Recent Developments

COVID-19 Outbreak

In 2020, the coronavirus (“COVID-19”) spread rapidly worldwide, resulting in a broad number of governmental and commercial efforts to contain it, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns.

These events have resulted in significant declines in global economic activity and significant volatility in financial market valuations, the duration and extent of which continues to be highly uncertain.

The Company’s 2020 Net sales and profitability were negatively impacted by the direct and indirect effects of the pandemic which were most pronounced in the second quarter.

We serve a diverse mix of customers.

Some of our customers have experienced significant declines or suspensions to their operations, whereas others have experienced increases in their business volume.

substantially mitigated the impact of these disruptions by taking exceptional actions, including alternative modes of product delivery and fulfillment, as well as providing protective equipment and hazard pay premiums for our front-line employees.

The federal, state, and local governments as well as foreign governments, to varying degrees, have imposed, and continue to impose, several protocols and regulations restricting the physical movement or other activities of individuals in an effort to limit the spread of COVID-19.

We have implemented a number of measures in an effort to protect our employees’ health and well-being, including having the majority of office workers work remotely, limiting employee travel, and withdrawing from in-person industry events.

In addition, as governments continue to ease their restrictions and we continue to allow our employees to come back to work in our offices in a controlled approach, we have modified our business practices, including implementing social distancing protocols, office capacity restrictions, health screening, provision of personal protective equipment, tracking and tracing protocols, and extensively and frequently disinfecting our workspaces.

Throughout the pandemic, distribution centers and repair centers have remained open at varying capacity levels to ensure continued support to our customers, many of whom provide essential goods and services to communities.

During the past year, we considered the potential impacts of the global pandemic in qualitative impairment assessments of our long-lived assets, including goodwill and intangible assets, property, plant and equipment and right-of-use lease assets.

We concluded that it is not more likely than not that any of our long-lived assets are impaired.

Our analysis considered, among other factors:

- the nature of our products, solutions, and services as well as our position within our industry;

- our highly variable cost structure;

- the assumption that the negative impacts from COVID-19 will be temporary; and that

- the Company will continue generating strong positive operating cash flows over the long-term.

We have also considered the adequacy of our capital resources, inclusive of available borrowing capacity and other financing facilities; the results of our most recent quantitative goodwill impairment assessment, which was last completed in the fourth quarter of 2020 and further discussed in Note 6, *Goodwill and Other Intangibles* in the Notes to Consolidated Financial Statements; and that our market capitalization has continued to far exceed total net assets.

Finally, while we may experience a temporary increase in working capital levels, we do not anticipate a material impact to the realizability of current assets, such as accounts receivable or inventories, at this time.

In late 2020, certain vaccines were authorized by major regulatory bodies to help fight the infection of COVID-19, and certain other vaccines are in the late stages of development to provide such treatment.

At this time, however, the availability of authorized vaccines is highly limited, and the time required to make these vaccines available to all members of the public remains uncertain.

If COVID-19 persists or worsens before a safe and effective vaccine or other treatment is made widely available, there may be further external developments, such as restrictions imposed by government authorities or guidance issued by public health authorities, that are beyond our control and may impact our operating plans.

Parts of our business have experienced, and may continue to experience, operational disruption and customer demand impacts.

Since the onset of the pandemic, we have taken certain cost reduction actions to mitigate the impact to profitability and cash flow.

We cannot reasonably estimate the duration of the pandemic or fully ascertain its long-term impact to our business.

Acquisitions

*Reflexis*

On September 1, 2020, the Company acquired Reflexis Systems, Inc. (“Reflexis”), a provider of task and workforce management, execution, and communication solutions for customers in the retail, food service, hospitality, and banking industries.

Through this acquisition, the Company intends to enhance its solution offerings to customers in these industries by

combining Reflexis’ platform with its existing software solutions and product offerings, further empowering front line workers to execute the next best action using real time data.

The Company’s total purchase consideration was $548 million, net of cash acquired.

Additionally, in exchange for the cancellation of unvested Reflexis stock options, the Company granted replacement share-based compensation awards to certain Reflexis employees in the form of Zebra incentive stock options with a fair value of approximately $9 million.

The stock options will be expensed over the weighted average future service period, which was 1.7

years as of the acquisition date.

The acquisition of Reflexis was funded, in part, by the issuance of a new term loan (the “2020 Term Loan”) in the amount of $200 million.

Segments

Geographic Information

For the year ended December 31, 2019, the Company generated $4.5 billion of Net sales, of which approximately 50.4% were attributable to North America; approximately 32.6% were attributable to EMEA; and approximately 17.0% were attributable to other foreign locations.

Relative Net sales attributable to each region is comparable with the prior year period.

Acquisitions are accounted for under the acquisition method of accounting for business combinations, with results included in the Company’s operating results beginning on each respective acquisition date.

Recent acquisitions contributed 1.9% to the current year consolidated Net sales growth.

remeasured upon acquisition.

On August 14, 2018, the Company completed its tender offer to acquire all outstanding common stock of Xplore Technologies Corporation (“Xplore”) for $6.00 per share.

In connection with this acquisition, the Company paid $87 million in cash, which included $72 million for the net assets acquired, a $9 million payment of Xplore debt, as well as $6 million of other Xplore transaction-related obligations.

Additionally, we incurred $8 million of acquisition-related costs in 2018, which primarily included third-party transaction and advisory fees, and $2 million of system integration costs in 2019.

These costs are reflected within Acquisition and integration costs on the Consolidated Statements of Operations.

On October 27, 2014, the Company acquired the Enterprise business from Motorola Solutions, Inc. (“MSI”) and began integration activities focused on creating “One Zebra”.

Our integration priorities centered on maintaining business continuity while identifying and implementing cost synergies, operating efficiencies, and integration of functional organizations and processes, in addition to concluding MSI-provided transition service agreements (“TSAs”).

During 2017, the Company substantially completed its integration activities associated with the Enterprise acquisition, including the implementation of a common enterprise resource planning system and exiting the TSAs.

Estimated remaining costs to be incurred in fiscal 2020 under the 2019 Productivity Plan are expected to be up to $10 million.

The 2017 Productivity Plan, focused on organizational design changes, process improvements, and automation, built upon the exit and restructuring initiatives specific to the October 2014 Enterprise acquisition (the “Acquisition Plan”).

The Company substantially completed all initiatives under the 2017 Productivity Plan and the Acquisition Plan in fiscal 2018 and 2017, respectively.

Exit and restructuring charges relating to the 2017 Productivity Plan were $2 million, $11 million and $12 million for fiscal 2019, 2018 and 2017, respectively.

Exit and restructuring charges relating to the Acquisition Plan were $4 million for fiscal 2017.

Cumulative costs associated with the 2017 Productivity Plan and the Acquisition Plan were $25 million and $69 million, respectively, and primarily consisted of severance and related benefits and lease exit costs.

When reviewing the Company’s results, our Chief Operating Decision Maker does not include Exit and restructuring costs in the operating results of our segments; as such, these costs are reported as a component of Corporate.

Impact of U.S. Tax Reform

Enacted on December 22, 2017, the Tax Cut and Jobs Act (“the Act”) reduced the U.S. federal corporate tax rate from 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred.

Based on current operations, the Company is subject to the Global Intangible Low-Taxed Income, Base Erosion Anti-Avoidance Tax, and the Deduction for Foreign-Derived Intangible Income provisions of the Act, for which we recorded income tax expense of $12 million and $10 million for the years ended December 31, 2019 and 2018, respectively.

We are not currently subject to the new limitations which defer U.S. interest deductions in excess of 30% of adjusted taxable income.

However, the application of the interest limitation may apply in the future, depending on changes in the Company’s business model.

Additionally, the Company is no longer able to deduct performance-based compensation for its covered employees which

exceeds the limitation under amended Internal Revenue Code Section 162(m).

These impacts are included in the calculation of the Company’s effective tax rate.

During 2017, the Company provisionally recognized an income tax expense of $72 million associated with the Act, comprised of a one-time transition tax of $37 million and $35 million remeasurement of its net U.S. deferred tax assets based on the federal statutory rate of 21%.

During 2018, the Company finalized its analysis of the Act, including the one-time transition tax and measurement of net deferred tax assets, and recorded a $3 million income tax benefit as a result of differences between its final analysis and provisional analysis from the prior year.

The final analysis included both federal and state tax effects based on legislative pronouncements through December 31, 2018.

The Company also utilized a total of $28 million of available net operating losses, research and development credits, alternative minimum tax credits, and foreign tax credits, in order to substantially reduce its cash payments for the one-time transition tax.

During 2019, there were no retroactive law changes that impacted the 2018 reassessment.

Other Developments

These costs are primarily reflected within Operating expense on the Consolidated Statements of Operations.

The Company anticipates incurring additional one-time operating costs of up to $25 million by the middle of fiscal year 2020 as well as incremental equipment purchases of approximately $10 million to $15 million.

In December 2019, a strain of the coronavirus surfaced in Wuhan, China.

In January 2020, a broad number of governmental and commercial efforts commenced to contain the spread of the virus in China.

As of February 10, 2020, operations have resumed, to varying degrees, at many of our supply chain partners.

Zebra is primarily exposed to the following types of market risk: interest [removed: rates] [added: rate] and foreign currency.

[removed: From time to time, we] [added: We] use interest rate derivative contracts, including interest rate swaps, to mitigate [removed: our] [added: the majority of the Company’s] exposure from interest rate changes on existing debt and future debt issuances, thereby reducing the volatility of our financing costs and, based on current and projected market conditions, achieve a desired proportion of fixed versus floating-rate debt.

The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced in 2017 that it intends to phase out [removed: LIBOR by the end of 2021.][added: LIBOR.]

As of December 31, [removed: 2019,] [added: 2020,] we had approximately $1.3 billion of debt outstanding under our debt facilities, which bears interest determined by reference to a variable rate index.

This exposure includes the impact of associated forward interest rate swaps outstanding as of December 31, [removed: 2019.][added: 2020.]

We provide [removed: products] [added: products, solutions] and services in approximately 180 countries throughout the world and, therefore, at times are exposed to risk based on movements in foreign exchange rates.

[removed: On occasion,] [added: In some instances,] we invoice customers in their local currency and have a resulting foreign currency denominated revenue transaction and accounts receivable.

We manage these risks using derivative financial [removed: instruments.][added: instruments, including foreign currency exchange contracts.]

[removed: We] [added: The currencies that we] are [added: primarily] exposed to fluctuations in foreign currency exchange [removed: rates, primarily with respect to] [added: rates are] the Euro, British Pound Sterling, Czech Koruna, Brazilian Real and Chinese Yuan.

A one percentage point increase or decrease in exchange rates relative to the U.S. Dollar would increase or decrease our pre-tax income by approximately [removed: $1] [added: $2] million.

We continue to closely monitor the possible phase out of LIBOR to assess any impacts to our debt and interest rate swap contracts, including the necessity to amend any of those contracts in order to incorporate alternative reference rates.

Some of the Company’s contracts with respect to its borrowings and interest rate swap contracts already contain comparable alternative reference rates that would automatically take effect upon the phasing out of LIBOR.

For certain other contracts that do not already contain sufficient alternative reference rate provisions, the Company anticipates negotiating comparable replacement reference rates with its counterparties.

We enter into foreign currency forward contracts to hedge against the effect of exchange rate fluctuations on the Consolidated Balance Sheets of certain entities with exposures denominated in foreign currencies.

These transactions are typically one month in maturity and are not designated as hedges.

| | |

| --- | --- |

The Company’s solutions are proven to help our customers and end-users achieve their [removed: mission] critical [removed: strategic] business objectives, including improved operational efficiency, optimized workflows, increased asset utilization, improved regulatory compliance, and better customer experiences.

We design, manufacture, and sell a broad range of AIDC products, including: mobile computers, barcode scanners and imagers, RFID readers, specialty printers for barcode labeling and personal identification, real-time location systems (“RTLS”), related accessories and supplies, such as labels and other consumables, and software [removed: utilities and] applications.

We also provide a full range of services, including maintenance, technical support, repair, managed and professional services, [removed: including] [added: as well as] cloud-based subscriptions.

End-users of our [removed: products] [added: products, solutions] and services include retail and e-commerce, transportation and logistics, manufacturing, healthcare, hospitality, warehouse and distribution, energy and utilities, government, public safety, [added: education,] and [removed: education] [added: banking] enterprises around the world.

We provide our [removed: products] [added: products, solutions] and services globally through a direct sales force [removed: and]

[added: and] extensive network of [added: approximately 10,000] channel partners.

We provide [removed: products] [added: products, solutions] and services in approximately 180 countries, with [removed: 124] [added: 128] facilities and approximately [removed: 8,200] [added: 8,800] employees worldwide.

[removed: Operational data] [added: Data] from enterprise assets, including status, location, utilization, and preferences, is then analyzed to provide actionable insights.

These trends include the internet of things (“IoT”), cloud-based data analytics, [removed: and] mobility, as well as artificial intelligence and automation.

The IoT [removed: is enabling] [added: enables an exchange of information among] a proliferation of smart, connected devices.

The continued rapid growth of mobile devices and [removed: applications] [added: application software] are also significantly expanding mobile computing use cases in the enterprise.

[removed: The] Profitect [removed: business] is a provider of prescriptive analytics primarily serving the retail industry.

In acquiring Profitect, the Company [removed: seeks to enhance] [added: enhanced] its existing software solutions within the retail industry, with possible future applications in other industries.

[removed: The] Temptime [removed: business] is a developer and manufacturer of temperature-monitoring labels and devices.

[removed: The] [added: Through this acquisition, the] Company [removed: intends to expand Temptime’s] [added: expanded its] product offerings within the healthcare industry, with possible future applications in other industries involving temperature-sensitive products.

*Xplore:* On August 14, 2018, the Company acquired Xplore Technologies Corporation (“Xplore”) for [removed: $87 million in cash, which included] $72 million [removed: for the net assets acquired, a $9 million payment of Xplore debt, as well as $6 million of other Xplore transaction-related obligations.][added: in cash.]

[removed: The] Xplore [removed: business] designs, integrates, markets and sells rugged tablets that are primarily used by industrial, government, and field service organizations.

The acquisition of Xplore [removed: is intended to expand] [added: expanded] the Company’s portfolio of mobile computing devices to serve a wider range of customers.

See Note 5, *Business Acquisitions* in the Notes to Consolidated Financial [removed: Statements.][added: Statements for additional details.]

Our operations consist of two reportable segments: (1) Asset Intelligence & Tracking (“AIT”), primarily comprised of barcode and card printing, supplies, services, location solutions, and retail solutions; and (2) Enterprise Visibility & Mobility (“EVM”), primarily comprised of mobile computing, data capture, RFID, [added: services] and [removed: services.][added: solutions.]

Plastic cards are used for secure, reliable personal identification (e.g. state identification cards, drivers’ licenses, and healthcare identification cards), access control (e.g. employee or student building access), and financial [removed: cards] [added: transactions] (e.g. credit, debit and ATM [removed: cards) by financial institutions.][added: cards).]

Our supplies business also includes temperature-monitoring [removed: labels,] [added: labels primarily used in vaccine distribution,] as well as self-laminating wristbands for use in laser printers.

We also provide managed and professional [removed: services] [added: services,] including those which help customers manage their devices and related software applications.

Our offerings include cloud-based subscriptions [removed: and] [added: with] multiple service [removed: levels.]

[removed: They] [added: levels, which] are typically contracted through multi-year service agreements.

*Mobile Computing:* We design, manufacture, and sell rugged and enterprise-grade mobile computing products and accessories in a variety of specialized form factors and designs to meet a wide [removed: variety] [added: array] of enterprise applications.

Our products [added: primarily] incorporate [removed: both] [added: the] Android™ [removed: and Microsoft® Windows®] operating [removed: systems] [added: system] and support local-area and wide-area voice and data communications.

We are a market leader in the key technologies of EAI, including mobile computing, barcode and card printing, data capture, and [removed: RFID readers.][added: RFID.]

We believe a significant portion of our products [added: and solutions] are deployed with specialized product performance and software application requirements, which could result in high switching costs.

In addition, we believe we have strong brand recognition with a reputation in the industry as a trusted and strategic [removed: partner.][added: partner, known for delivering high quality products that are reliable and durable.]

[removed: Drive] [added: Advance] our Enterprise Asset Intelligence vision

Our solutions will also increasingly include advanced features, functions, and user experiences to drive additional competitive [removed: differentiation.][added: differentiation and elevate our role as a solutions provider.]

We plan to drive growth through expansion, organically [removed: or] [added: and] inorganically, in adjacent market segments that [removed: share similar technology needs] [added: are synergistic] with our core markets.

[removed: We] [added: While maintaining our strong balance sheet, we] intend to continue to improve profitability and cash flow generation through operational execution and increased productivity derived from continuous business process improvement, cost management, and focus on working capital efficiency.

Key competitive factors include the breadth and quality of products, solutions and services, [removed: price,] [added: as well as pricing,] design, [removed: product] performance, durability, [removed: product and service global] [added: geographic] availability, warranty coverage, brand recognition, relationships with customers and channel partners, and [removed: Company] [added: company] reputation.

*Barcode and Card Printing*: We consider our direct competition in printing to be producers of on-demand thermal transfer and direct thermal label [removed: printing systems, RFID printer/encoders,] [added: fixed] and mobile [removed: printers.][added: printing systems and RFID printer/encoders.]

End-users of our [removed: products] [added: products, solutions and services] are diversified across a wide variety of [removed: industries, including retail and e-commerce, transportation and logistics, manufacturing, and healthcare] industries.

All three of these customers are distributors and not [removed: end-users of our products.][added: end-users.]

| | [added: | |] Year Ended December 31, | | | | | | | | [added: | | | | | | |]

| | [added: | | 2020 | | | | | |] 2019 | | | [removed: 2018] | | | [removed: 2017] [added: 2018] | | [added: |]

*Reflexis:* On September 1, 2020, the Company acquired Reflexis Systems, Inc. (“Reflexis”) for $548 million in cash, net of cash acquired.

Reflexis is a provider of task and workforce management, execution, and communication solutions for customers in the retail, food service, hospitality, and banking industries.

Through its acquisition of Reflexis, the Company intends to enhance its solution offerings to customers in those industries by combining Reflexis’ platform with its existing software solutions and EVM products.

The operating results of Reflexis are included within the EVM segment beginning September 1, 2020.

*Workflow optimization solutions:* We provide a portfolio of software-based solutions that help our customers analyze and act on data in real time, improving the agility and productivity of key operational workflows.

Our portfolio of offerings includes workforce management solutions, workflow execution and task management solutions; prescriptive analytics solutions; as well as communications and collaboration solutions.

Our primary focus is on frontline workers in Zebra’s core customer segments, including retail, transportation and logistics, and healthcare.

Our offerings include cloud-based subscriptions with multiple service levels, which are typically contracted through multi-period service agreements.

We sell and deliver our offerings both directly and through a set of systems integrators and other channel partners.

Sustainable business model

Our corporate social responsibility priorities include human capital, resource conservation, and climate.

These foundational priorities include initiatives that align with our corporate values and strategic focus, and help to ensure that our business is sustainable.

*Workflow optimization solutions:* We compete with a diverse and varied group of companies across our solution offerings.

Competitors include: Ceridian, Cisco, Kronos, Theatro, and Workjam.

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

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Repair services for our products are performed by either our own operations or through third-parties, with repair service hubs located in each of the regions in which we serve our customers.

*Workflow optimization solutions:* Our workflow optimization solutions are delivered via a hybrid cloud platform and leverage big data, artificial intelligence and mobile/web applications to provide customers with real-time visibility and actionable insights about their business.

By analyzing labor, inventory, transactional and real-time situational data, our solutions are able to forecast demand, prescribe actions, schedule workers, and enhance collaboration.

Human Capital

The Company is committed to attracting, developing, and retaining talent to enable our strategic vision.

This commitment directly shapes our approach to fostering a culture of inclusion and diversity and ensuring each employee can reach their potential.

We believe that our strong Company culture is a key enabler of our success.

The values of accountability, integrity, teamwork, agility, and innovation are central to our culture and how we operate and work together.

We take proactive steps to ensure that this culture continues to permeate throughout our organization.

Employee engagement within the Company is consistently high with the most recent measures scoring above relevant benchmarks for technology companies.

In addition, we believe our compensation structure aligns with our stockholders’ long-term interests by balancing profitability and growth, as well as current market practices, and reflects the Company’s commitment to pay for performance.

As of December 31, 2020, the Company had approximately 8,800 employees globally, with a majority in sales and technical roles.

*Talent Development*

We are a Company built on great minds, with unique points of view that come together to build something remarkable.

We believe that empowered team members enable us to advance our strategic priorities.

As a result, we provide ample employee development opportunities, starting with our robust onboarding process.

Our Zebra Education Network online learning platform offers a wide variety of learning and development resources such as formal learning courses, cross-functional development experiences, as well as tools for mentoring and career shadowing.

We also offer annual training and certification programs.

Additionally, we conduct a robust talent review to assess our leadership pipeline and align on the skills we need to proactively develop for the future.

This annual exercise is complemented by quarterly sessions with management to ensure we make progress on our critical talent development efforts throughout the year.

*Inclusion and Diversity*

We are fostering a diverse workforce where employees are encouraged to bring their best selves to work, and where all are seen, heard, valued, and respected.

We believe a diverse workforce and inclusive culture fosters innovation at the Company.

Zebra Technologies Corporation is incorporated under the laws of the State of Delaware as the successor to an Illinois corporation, Data Specialties, Inc., organized in 1969.

We changed our name from Data Specialties, Inc. to Zebra Technologies Corporation on December 9, 1986.

Our principal executive offices are located at 3 Overlook Point, Lincolnshire, Illinois 60069.

Additionally, we incurred $2 million of acquisition-related costs in 2019.

The Company also incurred $13 million of acquisition-related costs in 2019, primarily related to the settlement of Profitect employee stock option awards.

Additionally, we incurred $3 million of acquisition-related costs in 2019.

Additionally, we incurred $8 million of acquisition-related costs in 2018 and $2 million of system integration costs in 2019.

Enterprise Business

In October 2014, the Company acquired the Enterprise business (“Enterprise”), excluding its iDEN or Integrated Digital Enhanced Network Business, from Motorola Solutions, Inc. (“MSI”) for $3.45 billion in cash.

Since closing the Enterprise acquisition, integration activities by the Company focused on creating “One Zebra” by integrating the operations of Enterprise to create a single business across all functions.

Our integration priorities centered on maintaining business continuity while identifying and implementing cost synergies, operating efficiencies, and integration of functional organizations and processes, in addition to concluding MSI-provided transition service agreements (“TSAs”).

During 2017, the Company substantially completed its integration activities, including the implementation of a common enterprise resource planning system.

The Company also exited the TSAs with MSI.

Various sports teams utilize our Zebra MotionWorks® sports solution to track the location and movement of personnel and objects in real-time during sporting events, as well as in training and practice activities.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

We continue to actively seek to obtain patents and trademarks, whenever possible and practical, to secure intellectual property rights in our innovations.

We also believe that we are not dependent upon any single patent or select group of patents.

Employees

As of December 31, 2019, the Company had approximately 8,200 employees.

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| --- | --- |

| | |

| --- | --- |

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

| | [added: | |] For the transition period from to | [added: | |]

COMMISSION FILE [removed: NUMBER 000-19406][added: NUMBER 000-19406]

| Delaware | [added: | |] 36-2675536 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | |] (I.R.S. Employer Identification No.) | [added: | |]

3 Overlook [removed: Point, Lincolnshire, IL 60069][added: Point, Lincolnshire, IL 60069]

Registrant’s telephone number, including area code: [removed: (847) 634-6700][added: (847) 634-6700]

| Title of each class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of exchange on which registered | [added: | |]

| Class A Common Stock, par value $.01 per share | | [added: | | | |] ZBRA | | [added: | | | |] The NASDAQ Stock Market, LLC | [added: | |]

| | [added: | |] Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | | [added: | | | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, June [removed: 29, 2019,] [added: 27, 2020,] was [removed: $11.2] [added: $13.0] billion.

As of February 4, [removed: 2020,] [added: 2021,] there were [removed: 54,008,653] [added: 53,467,406] shares of Class A Common Stock, par value $.01 per share, outstanding.

Certain sections of the Registrant’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May 14, [removed: 2020,] [added: 2021,] are incorporated by reference into Part III of this report, as indicated herein.

YEAR ENDED DECEMBER 31, [removed: 2019][added: 2020]

| | | | [added: | | | | | |] PAGE | [added: | |]

| Item 1. | | [removed: [Business](#s781AB18F40CD509AB0218CEF21FF7946)] | [removed: [4](#s781AB18F40CD509AB0218CEF21FF7946)] | [added: | | [Business](#i40a6bd4188f5448886ca2e4ad747f365_13) | | | [4](#i40a6bd4188f5448886ca2e4ad747f365_13) | | |]

| Item 1A. | | [added: | | | |] [Risk [removed: Factors](#s8E6682AA11AB56D280DE6B73C593E853)] [added: Factors](#i40a6bd4188f5448886ca2e4ad747f365_16)] | [removed: [12](#s8E6682AA11AB56D280DE6B73C593E853)] | [added: | [13](#i40a6bd4188f5448886ca2e4ad747f365_16) | | |]

| Item 1B. | | [added: | | | |] [Unresolved Staff [removed: Comments](#s995C0F1C637859C08FB321B1B114440A)] [added: Comments](#i40a6bd4188f5448886ca2e4ad747f365_19)] | [removed: [20](#s995C0F1C637859C08FB321B1B114440A)] | [added: | [22](#i40a6bd4188f5448886ca2e4ad747f365_19) | | |]

| Item 2. | | [removed: [Properties](#s8A5FCE0D97AF5C848C66B913262B40E1)] | [removed: [20](#s8A5FCE0D97AF5C848C66B913262B40E1)] | [added: | | [Properties](#i40a6bd4188f5448886ca2e4ad747f365_22) | | | [22](#i40a6bd4188f5448886ca2e4ad747f365_22) | | |]

| Item 3. | | [added: | | | |] [Legal [removed: Proceedings](#s8FA582BEF16B5A599E7A92616DA8BF71)] [added: Proceedings](#i40a6bd4188f5448886ca2e4ad747f365_25)] | [removed: [20](#s8FA582BEF16B5A599E7A92616DA8BF71)] | [added: | [22](#i40a6bd4188f5448886ca2e4ad747f365_25) | | |]

| Item 4. | | [added: | | | |] [Mine Safety [removed: Disclosures](#s461EEAD8F7005D798F22E22E85677851)] [added: Disclosures](#i40a6bd4188f5448886ca2e4ad747f365_28)] | [removed: [21](#s461EEAD8F7005D798F22E22E85677851)] | [added: | [22](#i40a6bd4188f5448886ca2e4ad747f365_28) | | |]

| Item 5. | | [added: | | | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sBA4C218FD2F455C2AC427C12B028353B)] [added: Securities](#i40a6bd4188f5448886ca2e4ad747f365_34)] | [removed: [22](#sBA4C218FD2F455C2AC427C12B028353B)] | [added: | [23](#i40a6bd4188f5448886ca2e4ad747f365_34) | | |]

| Item 6. | | [added: | | | |] [Selected Financial [removed: Data](#sEAF351BA4EB05D2A849D20B7482C8552)] [added: Data](#i40a6bd4188f5448886ca2e4ad747f365_37)] | [removed: [24](#sEAF351BA4EB05D2A849D20B7482C8552)] | [added: | [25](#i40a6bd4188f5448886ca2e4ad747f365_37) | | |]

| Item 7. | | [added: | | | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC1F6446E070E5241B14E1496C6E24A1D)] [added: Operations](#i40a6bd4188f5448886ca2e4ad747f365_40)] | [removed: [25](#sC1F6446E070E5241B14E1496C6E24A1D)] | [added: | [26](#i40a6bd4188f5448886ca2e4ad747f365_40) | | |]

| | | [added: | | | |] [Results of [removed: Operations](#s0C7FA2512FE9595BAB8A865BE2918C6B)] [added: Operations](#i40a6bd4188f5448886ca2e4ad747f365_46)] | [removed: [28](#s0C7FA2512FE9595BAB8A865BE2918C6B)] | [added: | [29](#i40a6bd4188f5448886ca2e4ad747f365_46) | | |]

| | | [added: | | | |] [Critical Accounting Policies and [removed: Estimates](#s0E48ED3BD51658479C8DD49B4AC36ACF)] [added: Estimates](#i40a6bd4188f5448886ca2e4ad747f365_49)] | [removed: [31](#s0E48ED3BD51658479C8DD49B4AC36ACF)] | [added: | [36](#i40a6bd4188f5448886ca2e4ad747f365_49) | | |]

| | | [added: | | | |] [New Accounting [removed: Pronouncements](#sF8998F6FE7745A60936B2918A8A58FA5)] [added: Pronouncements](#i40a6bd4188f5448886ca2e4ad747f365_52)] | [removed: [31](#sF8998F6FE7745A60936B2918A8A58FA5)] | [added: | [36](#i40a6bd4188f5448886ca2e4ad747f365_52) | | |]

| | | [added: | | | |] [Liquidity and Capital [removed: Resources](#sD61AC6242E8C52259B6FFEEF93C928D1)] [added: Resources](#i40a6bd4188f5448886ca2e4ad747f365_55)] | [removed: [31](#sD61AC6242E8C52259B6FFEEF93C928D1)] | [added: | [33](#i40a6bd4188f5448886ca2e4ad747f365_55) | | |]

| | | [added: | | | |] [Contractual [removed: Obligations](#sFF1085A9ADD25D33AD7AF687C9A18498)] [added: Obligations](#i40a6bd4188f5448886ca2e4ad747f365_58)] | [removed: [33](#sFF1085A9ADD25D33AD7AF687C9A18498)] | [added: | [35](#i40a6bd4188f5448886ca2e4ad747f365_58) | | |]

| | | [added: | | | |] [Non-GAAP [removed: Measures](#s2b04671cad954c799b64c2e2b61c0c15)] [added: Measures](#i40a6bd4188f5448886ca2e4ad747f365_61)] | [removed: [34](#s2b04671cad954c799b64c2e2b61c0c15)] | [added: | [36](#i40a6bd4188f5448886ca2e4ad747f365_61) | | |]

| Item 7A. | | [added: | | | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s20A78A461CFA5D15AFB5A3D252313A46)] [added: Risk](#i40a6bd4188f5448886ca2e4ad747f365_64)] | [removed: [35](#s20A78A461CFA5D15AFB5A3D252313A46)] | [added: | [37](#i40a6bd4188f5448886ca2e4ad747f365_64) | | |]

| Item 8. | | [added: | | | |] [Financial Statements and Supplementary [removed: Data](#s8537113C8F8D535DB2D2660F04D177BF)] [added: Data](#i40a6bd4188f5448886ca2e4ad747f365_67)] | [removed: [36](#s8537113C8F8D535DB2D2660F04D177BF)] | [added: | [38](#i40a6bd4188f5448886ca2e4ad747f365_67) | | |]

| | | [added: | | | |] [Report of Independent Registered Public Accounting [removed: Firm](#sE99CAB927CF55A96871A29EF9BA22948)] [added: Firm](#i40a6bd4188f5448886ca2e4ad747f365_70)] | [removed: [37](#sE99CAB927CF55A96871A29EF9BA22948)] | [added: | [39](#i40a6bd4188f5448886ca2e4ad747f365_70) | | |]

| | | [added: | | | |] [Consolidated Balance [removed: Sheets](#s2B6220ECEEB159F4B38505E41239B890)] [added: Sheets](#i40a6bd4188f5448886ca2e4ad747f365_73)] | [removed: [39](#s2B6220ECEEB159F4B38505E41239B890)] | [added: | [41](#i40a6bd4188f5448886ca2e4ad747f365_73) | | |]

| | | [added: | | | |] [Consolidated Statements of [removed: Operations](#s57BAA10A30A95F29820480E0D8147F57)] [added: Operations](#i40a6bd4188f5448886ca2e4ad747f365_79)] | [removed: [40](#s57BAA10A30A95F29820480E0D8147F57)] | [added: | [42](#i40a6bd4188f5448886ca2e4ad747f365_79) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [PART I](#i40a6bd4188f5448886ca2e4ad747f365_10) | | | | | | | | | | | |

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| [PART II](#i40a6bd4188f5448886ca2e4ad747f365_31) | | | | | | | | | | | |

| | | | | | | [Overview](#i40a6bd4188f5448886ca2e4ad747f365_43) | | | [26](#i40a6bd4188f5448886ca2e4ad747f365_43) | | |

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| [PART IV](#i40a6bd4188f5448886ca2e4ad747f365_202) | | | | | | | | | | | |

| [Signatures](#i40a6bd4188f5448886ca2e4ad747f365_211) | | | | | | | | | [84](#i40a6bd4188f5448886ca2e4ad747f365_211) | | |

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| [PART I](#s6570FDA1B2AD5F2B9A6D96340C1E1751) | | | |

| [PART II](#s7BEE804D180B55BF8FF1EACBDBA7FC31) | | | |

| | | [Overview](#s05A22B8F545E5C67BF191D23BD6DF095) | [25](#s05A22B8F545E5C67BF191D23BD6DF095) |

| [PART IV](#s7EA99D7EF28B57498DDB2DF2C1514D53) | | | |

| [Signatures](#s29AB895A713E5B1C96510BDAB3A4546A) | | | [82](#s29AB895A713E5B1C96510BDAB3A4546A) |

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As of December 31, [removed: 2019,] [added: 2020,] the Company owned three laboratory and warehouse facilities located in the U.S., U.K., and Canada.

As of December 31, [removed: 2019,] [added: 2020,] the Company had a total of [removed: 121] [added: 125] leased facilities with locations spread globally; 35 of which are located in the U.S. and [removed: 86] [added: 90 of which] are located in other countries.

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As of February 4, [removed: 2020,] [added: 2021,] the last reported price for the Company’s Class A Common Stock was [removed: $247.87] [added: $407.34] per share, and there were [removed: 112] [added: 103] registered stockholders of record for Zebra’s Class A Common Stock.

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended December 31, [removed: 2019.][added: 2020.]

| Period | | [added: | | | |] Total Number of Shares Purchased | | | [added: | | |] Average Price Paid per Share | | | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | | [added: | | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1) | | |

The following graph compares the cumulative total stockholder return, calculated on a dividend-reinvested basis, in Zebra Technologies Corporation Class A Common Stock, the [added: S&P 500 Index, S&P 500 Information Technology Index,] RDG Technology Composite, and the NASDAQ Composite Market Index for the five years ended December 31, [removed: 2019.][added: 2020.]

The comparison assumes that $100 was invested in each of the Company’s Class A Common Stock, the [added: S&P 500 Index, S&P 500 Information Technology Index,] RDG Technology Composite and the NASDAQ Composite Market Index as of the market close on December 31, [removed: 2014.][added: 2015.]

[removed: ][added: ]

| Value at each year-end of $100 initial investment made on December 31, [removed: 2014] [added: 2015] | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]

The number of beneficial owners is substantially greater than the number of stockholders of record, because a large portion of our Class A common stock is transacted through banks and brokers.

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| September 27, 2020 - October 24, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 753 | |

| October 25, 2020 - November 21, 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 753 | | |

| November 22, 2020 - December 31, 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 753 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 753 | |

(1)On July 30, 2019, the Company announced that its Board of Directors authorized a share repurchase program for up to an aggregate amount of $1 billion of its outstanding shares of common stock.

Repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934.

During the fourth quarter of 2020, the Company did not make any share repurchases under the program, which does not have a stated expiration date.

As a result of our joining the S&P 500, we have added the S&P 500 Index and S&P 500 Information Technology Index for 2020 in accordance with Regulation S-K and because we believe these are more relevant indexes.

In future years, we will not use the RDG Technology Composite or the NASDAQ Composite Market Index.

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| | | | | | | 12/15 | | | | | | 12/16 | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | |

| Zebra Technologies Corporation | | | | | | $ | 100.00 | | | | | $ | 123.13 | | | | | $ | 149.03 | | | | | $ | 228.61 | | | | | $ | 366.75 | | | | | $ | 551.80 | |

| NASDAQ Composite | | | | | | $ | 100.00 | | | | | $ | 108.87 | | | | | $ | 141.13 | | | | | $ | 137.12 | | | | | $ | 187.44 | | | | | $ | 271.64 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 111.96 | | | | | $ | 136.40 | | | | | $ | 130.42 | | | | | $ | 171.49 | | | | | $ | 203.04 | |

| RDG Technology Composite | | | | | | $ | 100.00 | | | | | $ | 114.21 | | | | | $ | 156.95 | | | | | $ | 157.68 | | | | | $ | 231.96 | | | | | $ | 340.33 | |

| S&P 500 Information Technology | | | | | | $ | 100.00 | | | | | $ | 113.85 | | | | | $ | 158.06 | | | | | $ | 157.60 | | | | | $ | 236.86 | | | | | $ | 340.83 | |

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| September 29, 2019 - October 26, 2019 | | 136,824 | | | $ | 196.15 | | | 136,824 | | | $ | 953 | |

| October 27, 2019 - November 23, 2019 | | — | | | — | | | | — | | | 953 | | |

| November 24, 2019 - December 31, 2019 | | — | | | — | | | | — | | | 953 | | |

| Total | | 136,824 | | | $ | 196.15 | | | 136,824 | | | $ | 953 | |

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| (1) | On July 30, 2019, the Company announced that its Board of Directors authorized a share repurchase program for up to an aggregate amount of $1 billion of its outstanding shares of common stock. The share repurchase program supersedes the Company’s prior share repurchase program, which was authorized in November 2011 and under which the Company had not repurchased any shares. Repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. As of December 31, 2019, the remaining amount authorized for repurchases under the program, which does not have a stated expiration date, was approximately $953 million. |

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| | | 12/14 | | | | 12/15 | | | | 12/16 | | | | 12/17 | | | | 12/18 | | | | 12/19 | | |

| Zebra Technologies Corporation | | $ | 100.00 | | | $ | 89.98 | | | $ | 110.79 | | | $ | 134.09 | | | $ | 205.70 | | | $ | 329.98 | |

| RDG Technology Composite | | $ | 100.00 | | | $ | 103.42 | | | $ | 118.01 | | | $ | 161.58 | | | $ | 162.31 | | | $ | 238.96 | |

| NASDAQ Composite | | $ | 100.00 | | | $ | 106.96 | | | $ | 116.45 | | | $ | 150.96 | | | $ | 145.67 | | | $ | 200.49 | |

| | | [added: | | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Consolidated Statements of Operations (1) | | [added: | | | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| Net sales | | [added: | | | |] $ | [removed: 4,485] [added: 4,448] | | | [added: | |] $ | [removed: 4,218] [added: 4,485] | | | [added: | |] $ | [removed: 3,722] [added: 4,218] | | | [added: | |] $ | [removed: 3,574] [added: 3,722] | | | [added: | |] $ | [removed: 3,650] [added: 3,574] | |

| Gross profit | | [added: | | | | 2,003 | | | | | |] 2,100 | | | | [added: | |] 1,981 | | | | [removed: 1,710] | | [added: 1,710] | | [removed: 1,642] | | | | [removed: 1,644] [added: 1,642] | | |

| Net income (loss) | | [added: | | | |] $ | [removed: 544] [added: 504] | | | [added: | |] $ | [removed: 421] [added: 544] | | | [added: | |] $ | [removed: 17] [added: 421] | | | [added: | |] $ | [removed: (137] [added: 17] | [removed: )] | | [added: | |] $ | [removed: (158] [added: (137)] | [removed: )] |

| Basic earnings (loss) per share | | [added: | | | |] $ | [removed: 10.08] [added: 9.43] | | | [added: | |] $ | [removed: 7.86] [added: 10.08] | | | [added: | |] $ | [removed: 0.33] [added: 7.86] | | | [added: | |] $ | [removed: (2.65] [added: 0.33] | [removed: )] | | [added: | |] $ | [removed: (3.10] [added: (2.65)] | [removed: )] |

| Diluted earnings (loss) per share | | [added: | | | |] $ | [removed: 9.97] [added: 9.35] | | | [added: | |] $ | [removed: 7.76] [added: 9.97] | | | [added: | |] $ | [removed: 0.32] [added: 7.76] | | | [added: | |] $ | [removed: (2.65] [added: 0.32] | [removed: )] | | [added: | |] $ | [removed: (3.10] [added: (2.65)] | [removed: )] |

| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Basic | | [added: | | | | 53,441,375 | | | | | |] 53,991,249 | | | | [added: | |] 53,591,655 | | | | [removed: 53,021,761] | | [added: 53,021,761] | | [removed: 51,579,112] | | | | [removed: 50,996,297] [added: 51,579,112] | | |

| Diluted | | [added: | | | | 53,913,245 | | | | | |] 54,594,417 | | | | [added: | |] 54,299,812 | | | | [removed: 53,688,832] | | [added: 53,688,832] | | [removed: 51,579,112] | | | | [removed: 50,996,297] [added: 51,579,112] | | |

| | | [added: | | | |] December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Consolidated Balance Sheets [removed: (1)] [added: (1) (2)] | | [added: | | | | 2020 | | | | | |] 2019 [removed: (2)] | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| Cash and cash equivalents | | [added: | | | |] $ | [removed: 30] [added: 168] | | | [added: | |] $ | [removed: 44] [added: 30] | | | [added: | |] $ | [removed: 62] [added: 44] | | | [added: | |] $ | [removed: 156] [added: 62] | | | [added: | |] $ | [removed: 192] [added: 156] | |

| Total Assets | | [added: | | | | 5,375 | | | | | |] 4,711 | | | | [added: | |] 4,339 | | | | [removed: 4,275] | | [added: 4,275] | | [removed: 4,632] | | | | [removed: 5,040] [added: 4,632] | | |

| Long-term liabilities | | [added: | | | | 1,380 | | | | | |] 1,468 | | | | [added: | |] 1,703 | | | | [removed: 2,441] | | [added: 2,441] | | [removed: 2,891] | | | | [removed: 3,252] [added: 2,891] | | |

| Total Stockholders’ Equity | | [added: | | | | 2,144 | | | | | |] 1,839 | | | | [added: | |] 1,335 | | | | [removed: 834] | | [added: 834] | | [removed: 792] | | | | [removed: 893] [added: 792] | | |

[removed: | (1) | Includes the Cortexica, Profitect, Temptime, and Xplore businesses, effective upon their respective dates of acquisition during 2019 and 2018.] See Note 5, *Business Acquisitions* in the Notes to Consolidated Financial Statements for further details related to these acquisitions. [removed: |]

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(1)Includes the Reflexis, Cortexica, Profitect, Temptime and Xplore businesses, effective upon their respective dates of acquisition, which were as follows: Reflexis on September 1, 2020, Cortexica on November 5, 2019, Profitect on May 31, 2019, Temptime on February 21, 2019 and Xplore on August 14, 2018.

(2)Effective January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) Topic 842, *Leases* (“ASC 842”), which resulted in the recognition of right-of-use lease assets and lease liabilities for operating leases with terms greater than one year.

The Company adopted ASC 842 under the modified retrospective approach, and therefore financial statements prior to 2019 were not affected by this standard.

See Note 13, *Leases* in the Notes to Consolidated Financial Statements for additional information related to the Company’s leasing activities.

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| (2) | Reflects the Company’s adoption of Accounting Standards Codification (“ASC”) Topic 842, *Leases* (“ASC 842”). See Note 2, *Significant Accounting Policies* for additional information related to the Company’s adoption of ASC 842. |

| | [added: | |] Page | [added: | |]

| Financial Statements | | [added: | | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#sE99CAB927CF55A96871A29EF9BA22948)] [added: Firm](#i40a6bd4188f5448886ca2e4ad747f365_70)] | [removed: [37](#sE99CAB927CF55A96871A29EF9BA22948)] | [added: | [39](#i40a6bd4188f5448886ca2e4ad747f365_70) | | |]

| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#s2B6220ECEEB159F4B38505E41239B890)] [added: 2019](#i40a6bd4188f5448886ca2e4ad747f365_73)] | [removed: [39](#s2B6220ECEEB159F4B38505E41239B890)] | [added: | [41](#i40a6bd4188f5448886ca2e4ad747f365_73) | | |]

| [Consolidated Statements of Operations for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#s57BAA10A30A95F29820480E0D8147F57)] [added: 2018](#i40a6bd4188f5448886ca2e4ad747f365_79)] | [removed: [40](#s57BAA10A30A95F29820480E0D8147F57)] | [added: | [42](#i40a6bd4188f5448886ca2e4ad747f365_79) | | |]

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#sD9EFDE428E005B61930B26CA37E21503)] [added: 2018](#i40a6bd4188f5448886ca2e4ad747f365_82)] | [removed: [41](#sD9EFDE428E005B61930B26CA37E21503)] | [added: | [43](#i40a6bd4188f5448886ca2e4ad747f365_82) | | |]

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#s6F2F2C3593C157E2ACE0CBA34D762F66)] [added: 2018](#i40a6bd4188f5448886ca2e4ad747f365_85)] | [removed: [42](#s6F2F2C3593C157E2ACE0CBA34D762F66)] | [added: | [44](#i40a6bd4188f5448886ca2e4ad747f365_85) | | |]

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#sE7AFF75263D15B5C84B47F7B7E0DE18C)] [added: 2018](#i40a6bd4188f5448886ca2e4ad747f365_88)] | [removed: [43](#sE7AFF75263D15B5C84B47F7B7E0DE18C)] | [added: | [45](#i40a6bd4188f5448886ca2e4ad747f365_88) | | |]

| [Notes to Consolidated Financial [removed: Statements](#sEE3B561F54C551EEA5A58023C3E7B782)] [added: Statements](#i40a6bd4188f5448886ca2e4ad747f365_91)] | [removed: [44](#sEE3B561F54C551EEA5A58023C3E7B782)] | [added: | [46](#i40a6bd4188f5448886ca2e4ad747f365_91) | | |]

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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 [removed: 13, 2020] [added: 11, 2021] expressed an unqualified opinion thereon.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee [added: and] that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

The communication of the critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: Accounting] [added: Accounting] for Income [removed: Taxes][added: Taxes]

| Description of the Matter | [added: | |] As discussed in Note 16 [removed: of] [added: to] the [added: consolidated] financial statements, the Company earns a significant amount of its operating income across multiple jurisdictions and the Company’s organizational structure and transactional flows are designed to reflect strategic and operational business imperatives that change over time. As the Company operates in a multinational tax environment and incurs income tax obligations in a number of jurisdictions, complexities and uncertainties can arise in the application of complex tax regulations to the Company’s multinational operations. Auditing the application of taxation legislation to the Company’s affairs is inherently complex, highly specialized and requires judgment. These factors impact the Company’s estimation of tax exposures, valuation allowances and income tax provisions. | [added: | |]

| How We Addressed the Matter in Our Audit | [added: | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s identification of and accounting for the tax impact of changes in the business or significant changes in tax laws. This included controls over the Company’s evaluation of tax law changes, the evaluation of cross-jurisdictional transactions and the Company’s tax technical assessment over those changes and/or transactions. We involved our tax professionals in the Company’s major operating jurisdictions to assist in the evaluation of the Company’s tax obligations. We evaluated the Company’s transactional flows to assess whether they aligned with the Company’s strategic and operational shifts. We made inquiries of management and inspected internally [removed: -] and [removed: externally-prepared] [added: externally prepared] documentation to understand current disputes and uncertain tax positions. We assessed the completeness of the tax matters identified and evaluated the Company’s assessment regarding the related status, potential exposure and risk of loss. We assessed the consistency of assumptions used in estimating provisions for key tax exposures and evaluated the adequacy of the Company’s disclosures of tax and ongoing tax matters. | [added: | |]

(In millions, except [added: per] share data)

| | [added: | |] December 31, | | | | | | | [added: | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | |

| Assets | | | | | | | | [added: | | | |]

| Current assets: | | | | | | | | [added: | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 30] [added: 168] | | | [added: | |] $ | [removed: 44] [added: 30] | |

| Accounts receivable, net of allowances for doubtful accounts of [removed: $2] [added: $1] million and [removed: $3] [added: $2] million as of December 31, [removed: 2019] [added: 2020] and [removed: 2018, respectively] [added: 2019] | [removed: 613] | | [added: 508] | | [removed: 520] | | | [added: | 613 | | |]

| Inventories, net | [removed: 474] | | [added: 511] | | [removed: 520] | | | [added: | 474 | | |]

| Income tax receivable | [removed: 32] | | [added: 16] | | [removed: 24] | | | [added: | 32 | | |]

| Prepaid expenses and other current assets | [removed: 46] | | [added: 70] | | [removed: 54] | | | [added: | 46 | | |]

| Total Current assets | [removed: 1,195] | | [added: 1,273] | | [removed: 1,162] | | | [added: | 1,195 | | |]

| Property, plant and equipment, net | [removed: 259] | | [added: 274] | | [removed: 249] | | | [added: | 259 | | |]

| Right-of-use lease asset | [removed: 107] | | [added: 135] | | [removed: —] | | | [added: | 107 | | |]

| Goodwill | [removed: 2,622] | | [added: 2,988] | | [removed: 2,495] | | | [added: | 2,622 | | |]

| Other intangibles, net | [removed: 275] | | [added: 402] | | [removed: 232] | | | [added: | 275 | | |]

| Deferred income taxes | [removed: 127] | | [added: 139] | | [removed: 114] | | | [added: | 127 | | |]

| Other long-term assets | [removed: 126] | | [added: 164] | | [removed: 87] | | | [added: | 126 | | |]

| Total Assets | [added: | |] $ | [removed: 4,711] [added: 5,375] | | | [added: | |] $ | [removed: 4,339] [added: 4,711] | |

| Liabilities and Stockholders' Equity | | | | | | | | [added: | | | |]

| Current liabilities: | | | | | | | | [added: | | | |]

| Current portion of long-term debt | [added: | |] $ | [removed: 197] [added: 364] | | | [added: | |] $ | [removed: 157] [added: 197] | |

| Accounts payable | [removed: 552] | | [added: 601] | | [added: | | | |] 552 | | |

| Accrued liabilities | [removed: 379] | | [added: 559] | | [removed: 322] | | | [added: | 379 | | |]

Acquisition of Reflexis Systems, Inc. - Valuation of intangible assets

| Description of the Matter | | | During 2020, the Company completed its acquisition of Reflexis Systems, Inc. (“Reflexis”) for net consideration of $548 million, as disclosed in Note 5 to the consolidated financial statements. The Company’s accounting for the acquisition required determining the fair value of the intangible assets acquired, including technology assets and customer relationships. Auditing the Company’s accounting for the acquired intangible assets was complex and subjective due to the estimation required in management’s determination of the fair values of these assets. The estimation was significant due to the sensitivity of the respective fair values to the underlying assumptions, including projected revenue growth rates and the selected discount rate. These assumptions relate to the future performance of the acquired business, are forward-looking and could be affected by future economic and market conditions. | | |

| --- | --- | --- | --- | --- | --- |

| How We Addressed the Matter in Our Audit | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s valuation of acquired intangible assets. For example, we tested controls over management’s review of the valuation of the acquired intangibles assets, including the review of the valuation model and significant assumptions used in the valuation. To test the fair value of the acquired intangible assets, our audit procedures included, among others, evaluating the appropriateness of the valuation methodologies used by management, evaluating the projected revenue growth rates and discount rate, and testing the completeness and accuracy of underlying data. Evaluating the reasonableness of the projected revenue growth rates involved comparing the projections to historical results of the acquired business and current industry and market trends. We involved our valuation specialists to assist in the evaluation of the Company’s discount rate by comparing it against a discount range that was independently developed using publicly available market data for comparable entities. | | |

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| Issuances of treasury shares related to share-based compensation plans, net of forfeitures | | | | | | 704,137 | | | | | | — | | | | | | (8) | | | | | | 18 | | | | | | — | | | | | | — | | | | | | 10 | | |

| Shares withheld to fund withholding tax obligations related to share-based compensation plans | | | | | | (69,048) | | | | | | — | | | | | | — | | | | | | (11) | | | | | | — | | | | | | — | | | | | | (11) | | |

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| Issuances of treasury shares related to share-based compensation plans, net of forfeitures | | | | | | 594,399 | | | | | | — | | | | | | (3) | | | | | | 14 | | | | | | — | | | | | | — | | | | | | 11 | | |

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| Issuances of treasury shares related to share-based compensation plans, net of forfeitures | | | | | | 557,599 | | | | | | — | | | | | | 5 | | | | | | 7 | | | | | | — | | | | | | — | | | | | | 12 | | |

| Shares withheld to fund withholding tax obligations related to share-based compensation plans | | | | | | (149,709) | | | | | | — | | | | | | — | | | | | | (37) | | | | | | — | | | | | | — | | | | | | (37) | | |

| Repurchase of common stock | | | | | | (948,740) | | | | | | — | | | | | | — | | | | | | (200) | | | | | | — | | | | | | — | | | | | | (200) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 504 | | | | | | — | | | | | | 504 | | |

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| Balance at December 31, 2020 | | | | | | 53,462,082 | | | | | | $ | 1 | | | | | $ | 395 | | | | | $ | (919) | | | | | $ | 2,736 | | | | | $ | (69) | | | | | $ | 2,144 | |

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| Net income | | | $ | 504 | | | | | $ | 544 | | | | | $ | 421 | |

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| Deferred revenue | | | 103 | | | | | | 71 | | | | | | 51 | | |

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| Net payments related to share-based compensation plans | | | (25) | | | | | | (32) | | | | | | (1) | | |

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| Cash and cash equivalents, including restricted cash, at end of period | | | $ | 192 | | | | | $ | 30 | | | | | $ | 44 | |

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February 13, 2020

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| Balance at December 31, 2016 | | 52,884,588 | | | $ | 1 | | | $ | 210 | | | $ | (614 | ) | | $ | 1,240 | | | $ | (45 | ) | | $ | 792 | |

| Issuance of treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards, net of cancellations | | 410,239 | | | — | | | | 12 | | | | — | | | | — | | | | — | | | | 12 | | |

| Shares withheld related to net share settlement | | (58,732 | ) | | — | | | | — | | | | (6 | | ) | | — | | | | — | | | | (6 | | ) |

| Cumulative effect of change in accounting principle | | — | | | — | | | | — | | | | — | | | | 19 | | | | — | | | | 19 | | |

| Issuance of treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards, net of cancellations | | 704,137 | | | — | | | | (8 | | ) | | 18 | | | | — | | | | — | | | | 10 | | |

| Shares withheld related to net share settlement | | (69,048 | ) | | — | | | | — | | | | (11 | | ) | | — | | | | — | | | | (11 | | ) |

| Issuance of treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards, net of cancellations | | 594,399 | | | — | | | | (3 | | ) | | 14 | | | | — | | | | — | | | | 11 | | |

| Changes in unrealized gains and losses on anticipated sales hedging transactions (net of income taxes) | | — | | | — | | | | — | | | | — | | | | — | | | | (10 | | ) | | (10 | | ) |

| Payments of taxes related to net settlements of equity awards, net of proceeds from exercise of stock options and stock purchase plan purchases | (32 | | ) | | (1 | | ) | | 7 | | |

The allowance is based on historical experience and our assessment of delinquent accounts.

The effects of changes in tax rates and laws on deferred tax balances are recorded in the period of enactment as a component of income tax expense within continuing operations, even if they relate to items recorded within accumulated other comprehensive income (loss) (“AOCI”).

The Company elected to not reclassify the tax effects of these changes associated with the Act from AOCI to retained earnings.

Such tax effects are released into earnings when the underlying portfolio of assets or liabilities giving rise to the AOCI position are fully derecognized.

The Company also generates revenues from its solutions and software offerings, primarily licenses and maintenance.

We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determinations of significant acquired long-lived assets.

The principal difference from previous guidance is that the ROU assets and lease liabilities arising from operating leases were not previously recognized on the Consolidated Balance Sheet.

In transition, we elected a number of practical expedients, including the election to not reassess existing or expired contracts to determine if such contracts contain a lease or if the lease classification would differ, as well as the election to not separate lease and non-lease components for arrangements where the Company is a lessee.

The impact of the adoption of ASC 842 to the Company’s Consolidated Balance Sheets as of January 1, 2019 was as follows (in millions):

| | As Reported December 31, 2018 | | | | Adjustment | | | | As Adjusted January 1, 2019 | | |

| Assets: | | | | | | | | | | | |

| Right-of-use assets | — | | | | 110 | | | | 110 | | |

| Accrued liabilities(2) | 322 | | | | 28 | | | | 350 | | |

(1) Reflects an adjustment related to prepaid and accrued rent balances, which are included in the measurement of ROU assets.

As a result of the transition, there was no impact to the Company’s Consolidated Statements of Operations or Cash Flows for the year ended December 31, 2019, compared to what would have been reported in accordance with ASC 840.

In August 2018, the FASB issued ASU 2018-15, *Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract*.

This ASU clarifies existing guidance related to implementation costs incurred in cloud computing arrangements, including the recognition, subsequent measurement, and financial statement presentation of such costs.

The standard was early adopted prospectively by the Company during the second quarter of 2019 and did not have a material impact to the Company’s consolidated financial statements or disclosures.

The standard will be effective for the Company in the first quarter of 2020.

Management has assessed the impact of the ASU and determined, based on current operations, that it will not have a material impact to the Company’s consolidated financial statements or disclosures.

On January 1, 2018, the Company adopted ASC Topic 606, *Revenue from Contracts with Customers* (“ASC 606”), applying the modified retrospective method to those contracts which were not completed as of January 1, 2018.

Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605, *Revenue Recognition* (“ASC 605”)*.* The adoption of ASC 606 did not have a material effect on the Company’s consolidated financial statements or results of operations.

protection and other incentives.

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on this assessment and those criteria, our management believes that, as of December 31, [removed: 2019,] [added: 2020,] our internal control over financial reporting is effective.

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of [removed: 2019,] [added: 2020,] which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have audited Zebra Technologies Corporation and subsidiaries internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Zebra Technologies Corporation (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Zebra Technologies Corporation as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February [removed: 13, 2020] [added: 11, 2021] expressed an unqualified opinion thereon.

February 11, 2021

February 13, 2020

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We have adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies to Zebra’s Chief Executive Officer, Chief Financial Officer and [removed: the] Chief Accounting Officer.

The Code of Ethics is posted on the Investor Relations – Governance Documents page of Zebra’s Internet web site, [removed: www.zebra.com,] [added: www.zebra.com under “Investors-Governance-Governance Documents”,] and is available for download.

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| | | | [added: | | | | | |] PAGE | [added: | |]

| | | [added: | | | |] [Report of Independent Registered Public Accounting [removed: Firm](#sE99CAB927CF55A96871A29EF9BA22948)] [added: Firm](#i40a6bd4188f5448886ca2e4ad747f365_70)] | [removed: [37](#sE99CAB927CF55A96871A29EF9BA22948)] | [added: | [39](#i40a6bd4188f5448886ca2e4ad747f365_70) | | |]

| | | [added: | | | |] [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#s2B6220ECEEB159F4B38505E41239B890)] [added: 2019](#i40a6bd4188f5448886ca2e4ad747f365_73)] | [removed: [39](#s2B6220ECEEB159F4B38505E41239B890)] | [added: | [41](#i40a6bd4188f5448886ca2e4ad747f365_73) | | |]

| | | [added: | | | |] [Consolidated Statements of Operations for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#s57BAA10A30A95F29820480E0D8147F57)] [added: 2018](#i40a6bd4188f5448886ca2e4ad747f365_79)] | [removed: [40](#s57BAA10A30A95F29820480E0D8147F57)] | [added: | [42](#i40a6bd4188f5448886ca2e4ad747f365_79) | | |]

| | | [added: | | | |] [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#sD9EFDE428E005B61930B26CA37E21503)] [added: 2018](#i40a6bd4188f5448886ca2e4ad747f365_82)] | [removed: [41](#sD9EFDE428E005B61930B26CA37E21503)] | [added: | [43](#i40a6bd4188f5448886ca2e4ad747f365_82) | | |]

| | | [added: | | | |] [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#s6F2F2C3593C157E2ACE0CBA34D762F66)] [added: 2018](#i40a6bd4188f5448886ca2e4ad747f365_85)] | [removed: [42](#s6F2F2C3593C157E2ACE0CBA34D762F66)] | [added: | [44](#i40a6bd4188f5448886ca2e4ad747f365_85) | | |]

| | | [added: | | | |] [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017](#sE7AFF75263D15B5C84B47F7B7E0DE18C)] [added: 2018](#i40a6bd4188f5448886ca2e4ad747f365_88)] | [removed: [43](#sE7AFF75263D15B5C84B47F7B7E0DE18C)] | [added: | [45](#i40a6bd4188f5448886ca2e4ad747f365_88) | | |]

| | | [added: | | | |] [Notes to Consolidated Financial [removed: Statements](#sEE3B561F54C551EEA5A58023C3E7B782)] [added: Statements](#i40a6bd4188f5448886ca2e4ad747f365_91)] | [removed: [44](#sEE3B561F54C551EEA5A58023C3E7B782)] | [added: | [46](#i40a6bd4188f5448886ca2e4ad747f365_91) | | |]

| | | [added: | | | |] [Schedule II - Valuation and Qualifying [removed: Accounts](#s607D6FE7F9CC5B3BB8CEFFA7CE16810D)] [added: Accounts](#i40a6bd4188f5448886ca2e4ad747f365_214)] | [removed: [83](#s607D6FE7F9CC5B3BB8CEFFA7CE16810D)] | [added: | [85](#i40a6bd4188f5448886ca2e4ad747f365_214) | | |]

| | | [added: | | | |] All other financial statement schedules are omitted because they are not applicable to the Company. | | [added: | | | |]

| | | | | [added: | | | | | | | |] Incorporated by Reference | | | | | | | [added: | | | | | | | | | | | | | |]

| Exhibit Number | | [added: | | | |] Exhibit Description | | [added: | | | |] Form | | [added: | | | |] Exhibit Number | | [added: | | | |] Filing Date or Period End Date | | [added: | | | |] Filed or Furnished Within | [added: | |]

| 3.1(i) | | [added: | | | |] [Restated Certificate of Incorporation of the Company.](http://www.sec.gov/Archives/edgar/data/877212/000119312512337313/d390190dex31i.htm) | | [added: | | | |] 8-K | | [added: | | | |] 3.1(i) | | [added: | | | |] August 16, 2012 | | | [added: | | | | | |]

| 3.1(ii) | | [added: | | | |] [Amended and Restated By-laws of Zebra Technologies Corporation, as amended as of January 7, 2013.](http://www.sec.gov/Archives/edgar/data/877212/000119312513008940/d465246dex3ii.htm) | | [added: | | | |] 8-K | | [added: | | | |] 3(ii) | | [added: | | | |] January 10, 2013 | | | [added: | | | | | |]

| 4.1 | | [added: | | | |] [Specimen stock certificate representing Class A Common Stock.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a41specimentstockcertifica.htm) | | [added: | | | |] 10-K | | [added: | | | |] 4.1 | | [added: | | | |] December 31, 2017 | | | [added: | | | | | |]

| 4.2 | | [added: | | | |] [Description of Securities Registered Under Section 12 of the Securities Exchange Act](https://www.sec.gov/Archives/edgar/data/877212/000087721220000006/a42descriptionofsecuri.htm) | | | | | | [added: 10-K] | | [removed: X] | [added: | | | 4.2 | | | | | | December 31, 2019 | | | | | | | | |]

| [removed: 10.4] [added: 10.2] | | [added: | | | |] [Form of indemnification agreement between Zebra Technologies Corporation and each director and executive officer.](http://www.sec.gov/Archives/edgar/data/877212/000087721217000009/a106formindemnificationagr.htm) | | [added: | | | |] 10-K | | [added: | | | |] 10.6 | | [added: | | | |] December 31, 2016 | | | [added: | | | | | |]

| [removed: 10.5] [added: 10.3] | | [removed: [Form of Director] [added: | | | | [Amendment to outstanding] Stock Option [removed: Agreement (1-Year Vesting)] [added: Agreements] under the 2006 Incentive Compensation [removed: Plan for awards granted to directors on or after May 22, 2008 and prior to] [added: Plan, dated] December 2, 2008. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000119312508124603/dex104.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000119312508249479/dex102.htm)] | | [added: | | | |] 8-K | | [removed: 10.4] | | [removed: May 29,] [added: | | 10.2 | | | | | | December 8,] 2008 | | | [added: | | | | | |]

| [removed: 10.6] [added: 10.5] | | [added: | | | |] [Amendment to [removed: outstanding Stock Option Agreements under] the 2006 Incentive Compensation [removed: Plan,] [added: Plan] dated December 2, 2008. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000119312508249479/dex102.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000119312508249479/dex101.htm)] | | [added: | | | |] 8-K | | [removed: 10.2] | | [added: | | 10.1 | | | | | |] December 8, 2008 | | | [added: | | | | | |]

| [removed: 10.7] [added: 10.4] | | [added: | | | |] [2006 Incentive Compensation Plan. +](http://www.sec.gov/Archives/edgar/data/877212/000119312506111078/dex101.htm) | | [added: | | | |] 8-K | | [added: | | | |] 10.1 | | [added: | | | |] May 15, 2006 | | | [added: | | | | | |]

| [removed: 10.9] [added: 10.6] | | [added: | | | |] [2011 Long-Term Incentive Plan (Amended and Restated as of May 15, 2014). +](http://www.sec.gov/Archives/edgar/data/877212/000119312514295692/d733093dex101.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 10.1 | | [added: | | | |] June 28, 2014 | | | [added: | | | | | |]

| [removed: 10.10] [added: 10.7] | | [added: | | | |] [2015 Long-Term Incentive Plan. +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1011exhibit2015ltip.htm) | | [added: | | | |] 10-K | | [added: | | | |] 10.11 | | [added: | | | |] December 31, 2017 | | | [added: | | | | | |]

| [removed: 10.11] [added: 10.8] | | [added: | | | |] [2018 Long-Term Incentive Plan. +](http://www.sec.gov/Archives/edgar/data/877212/000119312518180564/d596718ds8.htm) | | [added: | | | |] S-8 | | [added: | | | |] 4.1 | | [added: | | | |] June 1, 2018 | | | [added: | | | | | |]