Zebra Technologies (ZBRA) 10-K risk factor changes: FY2021 vs FY2020

- Managing our distribution channel [removed: partners;][added: partners and end-user customers;]

The process of integrating any acquired business, technology, service, [added: product,] or [removed: product] [added: solution] into our operations may result in unforeseen operating difficulties and expenditures.

Acquisitions also may involve a number of risks, [removed: including:][added: including, but not limited to:]

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

Competitors may be able to respond more quickly to new or emerging technology and changes in customer requirements.* [removed: We face significant competition in developing and selling our products] [added: The markets that we serve are rapidly evolving] and [removed: solutions.][added: highly competitive.]

To remain competitive, we believe we must continue to effectively and [removed: economically provide:][added: economically:]

- [removed: Superior] [added: Offer superior] customer service;

- [removed: High levels] [added: Provide products and solutions] of [added: high] quality and reliability; [removed: and]

- [removed: Dependable] [added: Provide dependable] and efficient distribution [removed: networks.][added: networks; and]

We cannot assure [added: that] we will be able to compete successfully against current or future competitors or technologies.

Increased competition in [removed: mobile computing products, data capture products, radio frequency identification devices (“RFID”), printers, supplies, or software-based solutions] [added: our industry] 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.

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

- Integration and enforcement of laws varies significantly among jurisdictions and may change over [removed: time][added: time.]

Despite our implementation of a variety of security [added: controls and] measures, [added: as well as those of our third-party vendors,] there is no assurance that such actions will be sufficient to prevent a cybersecurity incident.

[removed: A] [added: Any such] cybersecurity [removed: incident, including deliberate attacks and unintentional events,] [added: incident or misuse of our employees’ or customers’ data] may lead to a material disruption of our core business systems, the loss or corruption of confidential business information, and/or the disclosure of personal data that in each case could result in an adverse business impact as well as possible damage to our brand.

[added: Any failure on the part of us or our third-party service providers to maintain the security of data we are required to protect, including] via the penetration of our network security and the misappropriation of confidential and proprietary information, could result [removed: in] [added: in:] business [removed: disruption,] [added: disruption;] damage to our [removed: reputation,] [added: reputation;] financial obligations to third [removed: parties,] [added: parties;] fines, penalties, regulatory [removed: proceedings, and] [added: proceedings;] private litigation with potentially large [removed: costs, and also result in] [added: costs;] deterioration in our suppliers’, distributors’, and customers’ confidence in [removed: us and] [added: us; as well as] other competitive [removed: disadvantages, and therefore could have a material adverse effect on our business, financial condition, and results of operations.][added: disadvantages.]

Our products and solutions that are deployed in customer environments also have the possibility of being breached, which could result in [removed: damage to] [added: disclosure of] a customer’s [removed: confidentiality, integrity, and] [added: confidential information, or disrupt the] availability of the customer’s data and systems.

It is possible that such a [removed: breach] [added: breach, or a perceived breach,] could result in delays in, or loss of market acceptance of, our products, solutions or services; diversion of our resources; injury to our reputation; [added: theft or misuse of our intellectual property or other assets;] increased service and warranty expenses; and payment of damages.

To date, we have had no material incidents related to the security [removed: on] [added: of] our products or solutions.

Although we maintain insurance related to cybersecurity risks, there can be no assurance that our insurance [removed: coverage] will cover the particular cyber incident at issue or that such coverage will be sufficient.

*We may incur liabilities as a result of product failures due to actual or apparent design or manufacturing defects.* We [removed: may be] [added: have been] subject to product liability claims, [removed: which could include] [added: and may continue to be subject to such claims, including] claims for property or economic damages or personal injury, [removed: in the event] [added: where] damages [removed: arise] [added: arose, and may continue to arise,] from our products as a result of actual or apparent design or manufacturing defects.

[removed: Such] [added: In addition, such] design or manufacturing defects may occur not only in our own designed products, but also in components provided by third-party suppliers.

We [removed: generally have insurance protection against property damage and personal injury liabilities and] seek to limit such risk through [added: insurance protection as well as] product design, manufacturing quality control processes, product testing and contractual indemnification from suppliers.

[removed: However,] [added: Although there have been no material claims to-date at the Company,] due to the growing size of the Company’s installed product base and growing number of applications in which our products can be used, an actual or alleged design or manufacturing defect could result in product recalls, [added: injury to our reputation, and] customer service costs or legal costs that could have material adverse effects on our financial results.

[removed: Any future errors, defects, or bugs found in our software] products and related services may result in delays in, or loss of market acceptance of, our products, solutions or services; diversion of resources; injury to reputation; increased service and warranty expenses; and payment of [removed: damages.][added: damages; which could have a material adverse effect on our financial results.]

[removed: *We depend on the ongoing services of our senior management and the ability to attract and retain key personnel.*] The future success of the Company is substantially dependent on the continued services and contributions of [added: key personnel, including] senior management and other [removed: key personnel.][added: highly skilled employees.]

The [added: experience, industry knowledge, and skill sets of our employees materially benefit our operations and performance, and the] ability to attract, retain, [added: develop,] and motivate highly skilled employees is important to our long-term success.

Any disruption in the services of [removed: senior management or our ability to attract and retain] key personnel may have a material adverse effect on our business and results of operations.

[removed: The] [added: *The effects of the] COVID-19 pandemic [added: have and may continue to adversely affect our business, financial results, and results of operations.* The coronavirus (“COVID-19”) pandemic] has been, and continues to be, complex and rapidly evolving, and has [removed: adversely] impacted our business, [added: most recently,] primarily related to [removed: lower customer demand and] [added: supply chain disruption (including] higher fulfillment [removed: costs.][added: costs and component shortages) and labor constraints.]

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 [added: emergence of new variants of the virus, the] extent and effectiveness of containment actions, the extent to which vaccines and/or other medical treatments are developed and made available to [added: and accepted by] the [added: public, and the impact of these and other factors on our stakeholders.]

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

[removed: We] [added: Over the course of the pandemic 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 [removed: remotely,] [added: remotely during the height of the pandemic and gradually returning to offices as restrictions are lifted,] limiting employee travel, and [removed: withdrawing from] [added: implementing more strenuous health and safety measures for hosting and attending in-person] industry events.

As governments ease their [removed: restrictions and] [added: restrictions,] we [removed: allow] [added: have been allowing, and will continue to allow,] our employees to come back to work in our offices in a controlled approach, [removed: we have] [added: with] modified [removed: our] business practices, including implementing social distancing [removed: protocols, office capacity restrictions,] [added: protocols consistent with government regulations, vaccine verification,] health screening, [added: office capacity restrictions and tracking and tracing protocols where applicable,] provision of personal protective equipment, [removed: tracking and tracing protocols,] [added: increasing air exchange/ventilation] 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 [removed: employees.][added: employees, 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.]

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

If COVID-19 [removed: becomes] [added: or its variants become] more prevalent in the locations where our customers, suppliers, or we conduct business, we may experience more pronounced disruptions in our operations.

[added: Because many of these contracts involve new] technologies and applications and require the Company to engage subcontractors and can last multiple years, unforeseen events, such as technological difficulties, fluctuations in the price of raw materials, problems with our subcontractors or suppliers, and other cost overruns, can result in the contract pricing becoming less favorable or even unprofitable to us and have an adverse impact on our financial results.

[removed: Additionally, transitioning activities between new or existing outsource partners or across different geographies as well as insourcing activities could] result in additional cost, time and management attention in order to effectively manage the transition, which could negatively impact our financial results.

*We rely on third-party dealers, distributors, and resellers to sell many of our [removed: products] [added: products, services] and solutions, and their failure to effectively bring our [removed: products] [added: products, services] and solutions to market may negatively affect our results of operation and financial results.* In addition to our own sales force, we offer our [removed: products] [added: products, services] and solutions through a variety of third-party dealers, distributors, and resellers who may also market other [removed: products] [added: products, services] and solutions that compete with ours.

Failure of one or more of our third-party dealers, distributors, or resellers to effectively promote our [removed: products and solutions] [added: offerings] could affect our ability to bring [removed: products] [added: products, services] and solutions to market and have a negative impact on our results of operations.

- Disruptions in our business due to difficulties integrating and reorganizing operations, products, technologies and personnel;

Some of our products, solutions and services are in direct competition with similar or alternative products, solutions and services provided by our competitors.

In addition, we often compete with local competitors that may have a substantial advantage in attracting customers in their countries due to more established branding in that country, greater knowledge with respect to the tastes and preferences of customers residing in that country or their focus on a single market.

Because of the potential for consolidation in any market, such competitors may become larger, and increased size could permit them to operate in wider geographic areas.

- Identify and evolve with customer needs, emerging technologies, and industry trends;

- Monitor disruptive technologies and business models;

- Innovate, develop and timely commercialize new technologies, solutions, and services;

- Competitively price our products, solutions and services;

- Attract, retain and develop employees with technical expertise and an understanding of our industry and customer needs.

Current or future competitors are likely to continue to develop and introduce new and enhanced products, solutions and services that could cause a decline in market acceptance of our products, solutions or services, or result in the loss of major customers.

In addition, we may not be able to effectively anticipate and react to new entrants in the marketplace competing with our products, solutions or services.

Further, as we expand into markets beyond our core products, we may face well established competitors, placing us at a disadvantage in a new competitive landscape.

An inability to compete successfully could have an adverse effect on our business and results of operations.

See Item 3, *Legal Proceedings* for additional information regarding current patent litigation.

The Company stores confidential and proprietary information

through cloud-based services that are hosted by third parties where we have less influence over security protocols.

In addition, our customers may use certain of our products and solutions to transmit and/or process personal data and other sensitive information.

Further, as cybercrime and threats continue to rapidly evolve and become increasingly more difficult to detect and defend against, our current security controls and measures may not be effective in preventing cybersecurity incidents and we may not have the capabilities to detect certain vulnerabilities.

Cybersecurity incidents can take a variety of forms including, unintentional events as well as deliberate attacks by individuals, groups and sophisticated organizations, such as state sponsored organizations or nation-state actors.

Further, certain of our third party vendors have limited access to our employee and customer data and may use this data in unauthorized ways.

Such failures to maintain the security of data could have a material adverse effect on our business, financial condition, and results of operations.

Any threats or security breaches to our systems may negatively impact our customers.

Further, our customers may fail to adopt adequate security controls and measures, or may fail to timely update their products and solutions to install or enable security patches, which may result in a security breach.

The market perception of the effectiveness of our products and our reputation could also be harmed as a result of any actual or perceived security breach that occurs in our network or in the network of a customer of our products, regardless of whether the breach is attributable to our products, the systems of other vendors or to actions of malicious parties.

Further, strategic customers may negotiate specific controls and we may incur additional costs to comply with such customer-specific controls.

Any future errors, defects, or bugs found in our software

*Our business success depends on our ability to attract, retain, develop and motivate key personnel.* Our business and results of operations could be adversely affected by increased competition for highly skilled employees, higher employee turnover, or increased compensation and benefit costs.

Skilled employees in our industry are in high demand and competition for their experience and skill sets is intense.

The incentives and benefits we have available to attract, retain, and motivate employees may become less effective as employees seek new or different opportunities based on factors such as compensation, benefits, mobility, and flexibility that are different from what we offer.

Although we strive to be an employer of choice, we may not be able to continue to successfully attract, retain, develop, or motivate key personnel in the future.

Moreover, vaccine and testing mandates have been announced in jurisdictions in which our businesses operate.

As a company under U.S. Occupational Safety and Health Administration (“OSHA”) jurisdiction, we must comply with OSHA COVID-19 mandates, such as the Emergency Temporary Standard (“ETS”) that was announced on November 5, 2021, but currently remains in flux and under review by the courts as to final implementation and compliance.

Our implementation of these mandates, and any future mandates, may result in employee attrition, including attrition of critically skilled labor, and may cause difficulty in attracting and retaining talent necessary for our business operations and securing future labor needs, which could have a material adverse effect on our business, financial condition, and results of operations.

The potential negative effects to our operations, including reductions in production levels,

Further, the conditions caused by COVID-19 have affected, and may continue to affect, the overall demand environment for our products, solutions and services.

The level of demand for certain product components has resulted in, and may continue to result in, lengthened lead times and higher input costs, including freight.

This has impacted, and may continue to impact, our ability to meet customer demand as well as profitability.

An inability to meet customer demand may also adversely affect our customers’ ability or willingness to purchase our products, solutions or services.

Additionally, our financial results may be adversely impacted by challenges in the macroeconomic environment, including market inflation, as a result of global supply chain shortages.

Further, we have from time-to-time, and in certain instances will continue to, transition our outsourced operations to new service providers and/or to different geographies.

- Technologically advanced systems that satisfy user demands;

Any failure on the part of us or our third-party service providers to maintain the security of data we are required to protect, including

Competition for skill sets in certain functions within our industry is intense and we may be unable to retain key employees or attract, assimilate, or retain other highly qualified employees in the future.

*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.

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

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.

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.

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.

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

Z*ebra maintains its European regional headquarters and a label converting facility in the U.K. and has significant operations and sales throughout Europe, including its regional distribution center located in Heerenveen, Netherlands.

Following the U.K. formally withdrawing from the E.U. on January 31, 2020, the U.K. and E.U. entered into a transition period that ended on December 31, 2020.

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

From time to time we may diversify our product sourcing footprint, similar to the actions we took with our efforts to reduce our reliance on Chinese-based manufacturing, which may result in additional costs.

During 2020, the Company successfully completed efforts to diversify its product sourcing footprint in order to reduce its reliance on Chinese-based manufacturing and mitigate the impacts of related customs duties.

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 indebtedness could adversely affect our business.* As of December 31, 2020, we had $1.3 billion of outstanding debt, gross of unamortized discounts and debt issuance costs.

which could further restrict business operations.

Some of

This section generally discusses fiscal [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-over-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of [removed: 2018] [added: 2019] items and [removed: year-to-year] [added: year-over-year] comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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: 2019] [added: 2020] for [removed: this] [added: that] discussion.

[removed: We design, manufacture, and sell a broad range of] [added: These] products and [removed: solutions, including cloud-based subscriptions, that capture and move data, including:] [added: solutions include] 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 [added: related] software applications.

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

We provide [added: our] products, solutions, and services in approximately 180 countries, with 128 facilities and approximately [removed: 8,800] [added: 9,800] employees worldwide.

The Company is poised to drive, and capitalize on, the evolution of the data capture industry into the broader EAI industry, [removed: based on important] [added: supported by] technology trends [removed: like] [added: including] the Internet of Things (“IoT”), ubiquitous mobility, [removed: automation and] [added: automation,] cloud [removed: computing.][added: computing, and the increasingly on-demand global economy.]

The Company’s operations consist of two reportable [removed: segments:] [added: segments that provide complementary offerings to our customers:] Asset Intelligence & Tracking (“AIT”) and Enterprise Visibility & Mobility (“EVM”).

Its major product lines include barcode and card printers, supplies, [added: including temperature-monitoring labels,] services, [removed: location solutions,] and [removed: retail] [added: location] solutions.

[removed: Industries served] [added: End-users of our products, solutions and services] include [added: those in the] retail and e-commerce, [added: manufacturing,] transportation and logistics, [removed: manufacturing,] healthcare, [added: public sector,] and other [removed: end markets] [added: industries] within the following regions: North America; Europe, Middle East, and Africa (“EMEA”); Asia-Pacific; and Latin America.

Its major product lines include mobile computing, data capture, RFID, [added: fixed industrial scanning and machine vision,] services, and workflow optimization solutions.

Beginning in the first quarter of [removed: 2021,] [added: 2022,] we will move the [removed: retail] [added: location] solutions product line from our AIT segment into our EVM segment [removed: contemporaneous] [added: contemporaneously] 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 [removed: 2021] [added: 2022] and will present historical periods on a comparable basis.

[removed: The impact of this] [added: This] change [removed: does] [added: will] not have an impact to the Consolidated Financial Statements and is immaterial to our current and historical reportable segment results.

[removed: The federal, state, and local governments as well as foreign governments,] [added: Governmental agencies,] to varying degrees, have imposed, and continue to impose, several protocols and regulations restricting [removed: 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 [removed: well-being,] [added: well-being over the course of the pandemic tailored to address the local impacts,] including having the majority of office workers work [removed: remotely, limiting employee travel,] [added: remotely during the height of the pandemic] and [removed: withdrawing from in-person industry events.][added: gradually returning to offices as restrictions are lifted,]

[removed: In addition, as] [added: As] governments [removed: continue to] ease their [removed: restrictions and] [added: restrictions,] we [added: have been allowing, and will] continue to [removed: allow] [added: allow,] our employees to come back to work in our offices in a controlled approach, [removed: we have] [added: with] modified [removed: our] business practices, including [removed: implementing] [added: masking and] social distancing [removed: protocols, office capacity restrictions,] [added: protocols consistent with government regulations, vaccine verification,] health screening, [added: office capacity restrictions and tracking and tracing protocols where applicable,] provision of personal protective equipment, [removed: tracking and tracing protocols,] [added: increasing air exchange/ventilation] and extensively and frequently disinfecting our workspaces.

The [removed: situation related to the] [added: global coronavirus (“COVID-19”)] pandemic continues to be complex and rapidly evolving.

[removed: On September 1, 2020, the Company acquired] Reflexis [removed: Systems, Inc. (“Reflexis”),] [added: is] 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 [removed: enhance] [added: expand] its [added: automation] solution offerings [removed: to customers in] [added: within] these [removed: industries by][added: industries.]

See Note [removed: 15, *Share-Based Compensation*] [added: 13, *Leases*] in the Notes to Consolidated Financial Statements for further details [removed: of these replacement awards.][added: related to the Company’s lease arrangements.]

See [removed: additional details related to the Company’s debt arrangements in] Note [removed: 10,] [added: 12,] *Long-Term Debt* in the Notes to Consolidated Financial [removed: Statements*.*][added: Statements for further details related to the Company’s debt instruments.]

[added: *Cortexica:*] On November 5, 2019, the Company acquired Cortexica Vision Systems Limited [removed: (“Cortexica”),] [added: (“Cortexica”)] for $7 million in cash.

Cortexica is a provider of computer [removed: vision based] [added: vision-based] artificial intelligence solutions primarily serving the retail industry.

[removed: On May 31, 2019, the Company acquired Profitect, Inc. (“Profitect”),] [added: Profitect is] a provider of prescriptive analytics primarily serving the retail industry.

[removed: The Company’s] [added: *Profitect:* On May 31, 2019, the Company acquired Profitect, Inc. (“Profitect”) for] total purchase consideration [removed: was] [added: of] $79 million, which consisted of $75 million in [removed: cash,] [added: cash paid,] net of cash acquired, and the fair value of the Company’s existing minority ownership interest in Profitect of $4 million, as remeasured upon acquisition.

[removed: On February 21, 2019, the Company acquired] Temptime [removed: Corporation (“Temptime”),] [added: is] a developer and manufacturer of temperature-monitoring labels and devices.

[removed: The] [added: In 2020, the] Company [removed: commenced efforts in 2019] [added: completed its initiative] to diversify its product sourcing 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 U.S imports from China.

In the fourth quarter of 2019, the Company committed to certain organizational changes designed to generate operational efficiencies [removed: (collectively referred] [added: (referred] to as the “2019 Productivity [removed: Plan”).][added: Plan”), principally in the North America and EMEA regions.]

[removed: The] [added: In the fourth quarter of 2021, the Company committed to] organizational design changes [removed: under] [added: intended to better meet its strategic objectives and improve cost efficiency (referred to as] the [removed: 2019] [added: “2021] Productivity [removed: Plan, which] [added: Plan”),] principally [removed: occurred] within the [added: EMEA and] North America [removed: and EMEA] regions.

The 2019 Productivity Plan was completed in [removed: the fourth quarter of] 2020.

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

See Note [removed: 9, *Exit and Restructuring Costs*] [added: 12, *Long-Term Debt*] in the Notes to Consolidated Financial Statements for further [removed: information] [added: details] related to the [removed: 2019 Productivity Plan.][added: Company’s debt facilities.]

Results of Operations: Year Ended [removed: 2020] [added: 2021] versus [removed: 2019] [added: 2020] and Year Ended [removed: 2019] [added: 2020] versus [removed: 2018][added: 2019]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change [removed: 2020] [added: 2021] vs [removed: 2019] [added: 2020] | | | | | | Percent Change [removed: 2019] [added: 2020] vs [removed: 2018] [added: 2019] | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | | | | |

| Tangible products | | | $ | [removed: 3,813] [added: 4,845] | | | | | $ | [removed: 3,907] [added: 3,813] | | | | | $ | [removed: 3,685] [added: 3,907] | | | | | [removed: (2.4)] [added: 27.1] | | % | | | | [removed: 6.0] [added: (2.4)] | | % |

| Services and software | | | [removed: 635] [added: 782] | | | | | | [removed: 578] [added: 635] | | | | | | [removed: 533] [added: 578] | | | | | | [removed: 9.9] [added: 23.1] | | % | | | | [removed: 8.4] [added: 9.9] | | % |

| Total Net sales | | | [removed: 4,448] [added: 5,627] | | | | | | [removed: 4,485] [added: 4,448] | | | | | | [removed: 4,218] [added: 4,485] | | | | | | [removed: (0.8)] [added: 26.5] | | % | | | | [removed: 6.3] [added: (0.8)] | | % |

| Gross profit | | | [removed: 2,003] [added: 2,628] | | | | | | [removed: 2,100] [added: 2,003] | | | | | | [removed: 1,981] [added: 2,100] | | | | | | [removed: (4.6)] [added: 31.2] | | % | | | | [removed: 6.0] [added: (4.6)] | | % |

We design, manufacture, and sell a broad range of products and solutions, including cloud-based subscriptions, that capture and move data.

Our workflow optimization solutions include cloud-based software subscriptions, retail solutions, and robotic automation solutions.

In the first quarter of 2021, the retail solutions product line, which provides a range of physical inventory management solutions with application in the retail industry, including solutions for full store physical inventories, cycle counts and analytics, moved from our AIT segment into our EVM segment contemporaneous with a change in our organizational structure and management of the business.

We have reported our results reflecting this change, including historical periods, on a comparable basis.

This change did not have an impact to the Consolidated Financial Statements.

limiting employee travel, and implementing more strenuous health and safety measures for hosting and attending in-person industry events.

The negative impacts to Net sales from the pandemic, including declines in customer demand and impacts of operational closures within our supply chain, were most pronounced in the first half of 2020 and lessened later in 2020 as the global economic recovery took shape.

While the ultimate duration of the pandemic and timing of recovery in each region remains highly uncertain, the Company’s 2021 sales and profitability, particularly in the first half of the year, have benefited from pent-up demand from customers who we believe had delayed purchases in 2020 due to the pandemic, as well as the resulting acceleration of the underlying trend to digitize and automate workflows.

The level of demand for certain product components has resulted in lengthened lead times and higher input costs in 2021, including freight, which have become more significant during the second half of 2021 and, in some cases, have impacted our ability to meet customer demand.

The Company expects input costs to remain elevated for some period of time, which we believe will be partially mitigated through higher pricing where permitted by market conditions.

The availability of certain component parts has and may continue to negatively impact our ability to meet forecasted customer demand as suppliers of necessary parts allocate supply among their customers, including the Company.

*Antuit:* On October 7, 2021, the Company acquired Antuit Holdings Pte.

Ltd. (“Antuit”) for $145 million in cash, net of cash acquired.

Antuit is a provider of demand-sensing and pricing optimization software solutions for retail and consumer products companies.

Through this acquisition, the Company expands its portfolio of software solution offerings to customers in these industries by combining Antuit’s platform with its existing software solutions and EVM products.

The operating results of Antuit are included in the EVM segment.

*Fetch*: On August 9, 2021, the Company acquired Fetch Robotics, Inc. (“Fetch”) for total purchase consideration of $301 million, which consisted of $290 million in cash paid, net of cash acquired, and the fair value of the Company’s existing minority ownership interest in Fetch of $11 million, as remeasured upon acquisition.

Fetch is a provider of autonomous mobile robot solutions for customers who operate in the manufacturing, distribution, and fulfillment industries, enabling customers to optimize workflows through robotic automation.

The operating results of Fetch are included within the EVM segment.

*Adaptive Vision:* On May 17, 2021, the Company acquired Adaptive Vision Sp.

z o.o.

(“Adaptive Vision”) for $18 million in cash, net of cash acquired.

Adaptive Vision is a provider of graphical machine vision software with applications in the manufacturing industry, as well as a provider of libraries and other offerings for machine vision developers.

The operating results of Adaptive Vision are included within the EVM segment.

*Reflexis*: On September 1, 2020, the Company acquired Reflexis Systems, Inc. (“Reflexis”) for $547 million in cash, net of cash acquired.

Through this acquisition, 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.

Through this acquisition, the Company intends to enhance its solution offerings to customers in the retail industry by combining Profitect’s platform with its existing software solutions and EVM products.

*Temptime:* On February 21, 2019, the Company acquired Temptime Corporation (“Temptime”) for $180 million in cash, net of cash acquired.

Through this

acquisition, the Company expanded its product offerings within the healthcare industry, with possible future applications in other industries involving temperature-sensitive products.

Exit and restructuring charges associated with the 2021 Productivity Plan, which primarily related to employee benefits and severance, were $7 million during the year ended December 31, 2021.

Estimated remaining costs under the 2021 Productivity Plan, which is expected to be completed by 2022, are expected to be up to $3 million.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change 2021 vs 2020 | | | | | | Percent Change 2020 vs 2019 | | |

| | | | 2021 | | | | | | 2020 | | |

Total Net sales increased $1,179 million or 26.5% compared to the prior year primarily due to broad-based customer demand to digitize and automate their businesses.

Net sales growth across both of our segments and all of our regions included pent-up demand from customers who we believe had delayed purchases in fiscal 2020 due to the COVID-19 pandemic.

In addition, Net sales for the prior year included the negative impacts of supply chain disruptions within our EVM segment resulting from the temporary closure of a key distribution center supplying the Americas late in the first quarter.

Gross margins were higher than the prior year primarily due to favorable business mix and volume leverage, higher support service margins, favorable currency changes, the mitigation of Chinese import tariffs as of the fourth quarter of 2020, partial recovery of Chinese import tariffs in the current year, and contributions from our recent higher margin EVM acquisitions.

The increase in Operating expenses over the prior year was primarily due to higher employee compensation costs associated with higher incentive-based compensation related to improved financial performance in the current year, as well as prior year temporary salary reductions that began late in the second quarter; the inclusion of operating expenses and amortization of intangible assets associated with recently acquired businesses; and increased investment in research and development program projects, principally within our EVM segment.

The prior year included costs associated with the diversification of the Company’s product sourcing footprint.

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

Industries served include retail and e-commerce, transportation and logistics, manufacturing, healthcare, and other end markets within the following regions: North America; EMEA; Asia-Pacific; and Latin America.

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.

While many of our supply chain partners in China temporarily suspended or modified their business operations in early 2020 as a consequence of COVID-19, we have

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.

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.

*Reflexis*

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.

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

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.

The acquisition of Reflexis was otherwise funded using the Company’s cash on hand and borrowing under the Company’s existing Revolving Credit Facility.

*Cortexica*

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

*Profitect*

Included within Other, net on the Consolidated Statements of Operations 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 certain Profitect employee stock option awards, as well as, third-party transaction and advisory fees, that are included within Acquisition and integration costs on the Consolidated Statements of Operations.

*Temptime*

In connection with this acquisition, the Company paid $180 million in cash, net of cash acquired.

[removed: Primary] [added: Our] exposures include the London Inter-bank Offered Rate [removed: (“LIBOR”).][added: (“LIBOR”) and the Secured Overnight Financing Rate (“SOFR”).]

Generally, under these [added: interest rate] swaps, we agree with a counterparty to exchange floating-rate for fixed-rate interest amounts with an agreed upon notional amount.

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

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

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: $1.3] [added: $1.0] billion of debt outstanding under our debt facilities, which bears interest determined by reference to a variable rate index.

A one percentage point increase or decrease in interest rates would increase or decrease annual interest expense by approximately [removed: $5] [added: $2] million.

This exposure includes the impact of associated forward interest rate swaps outstanding as of December 31, [removed: 2020.][added: 2021.]

Exposure to variable interest may increase or decrease, to the extent that the Company’s borrowings under its [removed: Revolving Credit Facility or Receivables Financing Facilities] [added: debt facilities] increase or decrease, respectively.

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

We have already taken actions to amend certain contracts to incorporate a SOFR benchmark rate, and we expect other key contracts will be amended to incorporate a SOFR benchmark rate before the LIBOR phase out is completed.

As of December 31, 2021, our remaining contracts containing exposure to LIBOR pertain only to LIBOR tenors that will be phased out by June 30, 2023.

The AIDC market consists of mobile computing, data capture, radio frequency identification devices (“RFID”), barcode printing, and other [added: workflow] automation products and services.

The Company’s solutions are proven to help our customers and end-users [added: digitize and automate their workflows to] achieve their critical business objectives, including improved [added: productivity and] operational efficiency, optimized [removed: 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 [added: related] software applications.

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

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

[removed: We provide] [added: our] products, solutions and services [added: globally through a direct sales force and extensive network of over 10,000 channel partners, operating] in approximately 180 countries, with 128 facilities and approximately [removed: 8,800] [added: 9,800] employees worldwide.

Through [removed: innovative application] [added: continual innovation] of our technologies, we are leading an evolution of the traditional AIDC market into EAI, which encompasses solutions that sense [added: key operational] information [removed: from enterprise assets, including] [added: such as] packages moving through a supply chain, equipment in a factory, workers [added: and robots] in a warehouse, [removed: and] shoppers in a [removed: store.][added: store, and patients in a hospital.]

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

Finally, with the benefits of [removed: mobility,] [added: cloud computing and connectivity,] these insights [added: and directives] can be delivered to the right user at the right time to drive [removed: more effective actions.][added: the best next action.]

As a result, our solutions [removed: and technologies] enable enterprises to “sense, analyze, and act” more effectively [removed: to improve operational effectiveness and achieve critical business objectives.][added: throughout their workflows.]

[removed: These] [added: The evolution of the AIDC market to transform workflows is being driven by strong underlying secular] trends [added: in technology, which] include the internet of things (“IoT”), cloud-based data analytics, [added: intelligent automation,] mobility, [added: computer vision,] as well as artificial intelligence and [removed: automation.][added: machine learning.]

The IoT enables [removed: an] [added: the real-time] exchange of [added: an increasingly broad set of] information among a proliferation of smart, connected devices.

Cloud computing and expanded data analytics are allowing enterprises to make better business decisions through improved timeliness and [added: increased] visibility [removed: to information and] [added: into] workflows.

While traditional AIDC solutions sporadically capture limited amounts of data and populate static enterprise systems, [removed: EAI] [added: newer] solutions [removed: continuously] [added: that can leverage artificial intelligence through machine learning can] analyze real-time data from many sources to generate actionable insights.

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

With [removed: this] [added: these] expanded [removed: mobility,] [added: capabilities,] end-users can consume [removed: or] [added: and] act upon dynamic enterprise data and information anytime and anywhere.

*Reflexis:* On September 1, 2020, the Company acquired Reflexis Systems, Inc. (“Reflexis”) for [removed: $548] [added: $547] million in cash, net of cash acquired.

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

Through [removed: its acquisition of Reflexis,] [added: this acquisition,] 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 [removed: segment beginning September 1, 2020.][added: segment.]

Cortexica is a provider of computer vision-based artificial intelligence solutions primarily serving the retail [removed: industry, expanding upon the Company’s initiative to advance our solutions offerings.][added: industry.]

The operating results of Cortexica are included within the EVM [removed: segment beginning November 5, 2019.][added: segment.]

Profitect is a provider of prescriptive analytics [added: software] primarily serving the retail industry.

[removed: In acquiring Profitect,] [added: Through this acquisition,] the Company enhanced its existing software solutions within the retail [removed: industry,] [added: industry by combining Profitect’s platform] with [removed: possible future applications in other industries.][added: its existing software solutions and EVM products.]

The operating results of Profitect are included within the EVM [removed: segment beginning May 31, 2019.][added: segment.]

The operating results of Temptime are included within the AIT [removed: segment beginning February 21, 2019.][added: segment.]

The operating results of [removed: Xplore] [added: Fetch] are included within the EVM [removed: segment beginning August 14, 2018.][added: segment.]

Our operations consist of two reportable [removed: segments: (1)] [added: segments that provide complementary offerings to our customers:] Asset Intelligence & Tracking (“AIT”), [removed: primarily comprised of] [added: which includes] barcode and card printing, supplies, services, [removed: location solutions,] and [removed: retail] [added: location] solutions; and [removed: (2)] Enterprise Visibility & Mobility (“EVM”), [removed: primarily comprised of] [added: which includes] mobile computing, data capture, RFID, [added: fixed industrial scanning and machine vision,] services and [added: workflow optimization] solutions.

[removed: Plastic cards] [added: We also provide dye-sublimination thermal card printers that produce high quality images and] 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 transactions (e.g. credit, debit and ATM cards).

*Supplies:* We produce and sell stock and customized thermal labels, receipts, ribbons, plastic cards, and RFID tags suitable for use with our printers, [removed: and also] [added: as well as] wristbands [removed: which can be imaged] [added: for use] in [removed: most commercial] laser printers.

We support our printing products, resellers, and end-users with an extensive line of superior quality, high-performance supplies optimized to a particular end-user’s [removed: needs.][added: needs, such as chemical or abrasion resistance, extreme temperature environments, exceptional image quality, or long life.]

[removed: *Location Solutions:* The Company offers a range of RTLS and services which] [added: These solutions] incorporate active and passive RFID [added: technologies, beacons,] and other tracking technologies to enable users to locate, track, manage, and optimize the utilization of enterprise assets and personnel.

[removed: *Retail Solutions:* The Company provides] [added: - Retail solutions, which include] a range of physical inventory management [removed: solutions with application in the retail industry,] [added: solutions,] including solutions for full store physical inventories, cycle counts, and [removed: analytics.][added: analytics; and]

[removed: Industrial applications include inventory management in warehouses and distribution centers; field mobility applications include field service, post and] parcel, and direct store delivery; and retail and customer facing applications include e-commerce, omnichannel, mobile point of sale, inventory look-up, staff collaboration, and analytics.

Our [added: mobile computing] products primarily incorporate the Android™ operating system and support local-area and wide-area voice and data communications.

Our [removed: mobile computing] products often incorporate barcode scanning, global position system and RFID features, and other sensory capabilities.

We also provide related software [removed: tools, utilities,] and [removed: applications.][added: accessories for these products.]

*Data [removed: Capture] [added: Capture, RFID, Fixed Industrial Scanning,] and [removed: RFID:*] [added: Machine Vision:*] We design, manufacture, and sell barcode scanners, [removed: image capture devices, and] RFID [removed: readers.][added: readers, industrial machine vision cameras, and fixed industrial scanners.]

Our portfolio of [removed: barcode] scanners includes laser scanning and imager products [removed: and] [added: in a variety of] form factors, including fixed, handheld, and embedded original equipment manufacturer (“OEM”) modules.

Our offerings include cloud-based subscriptions with multiple service [added: levels, which are typically contracted through multi-year service agreements.]

We provide

Additionally, computer vision (including machine vision) technology, which enables the automatic extraction and understanding of useful information from a digital image or video, provides a key element in many of our solutions.

*Antuit:* On October 7, 2021, the Company acquired Antuit Holdings Pte.

Ltd. (“Antuit”) for $145 million in cash, net of cash acquired.

Antuit is a provider of demand-sensing and pricing optimization software solutions for retail and consumer products companies.

Through this acquisition, the Company expands its portfolio of software solution offerings to customers in these industries by combining Antuit’s platform with its existing software solutions and EVM products.

The operating results of Antuit are included in the EVM segment.

*Fetch*: On August 9, 2021, the Company acquired Fetch Robotics, Inc. (“Fetch”) for total purchase consideration of $301 million, which consisted of $290 million in cash paid, net of cash acquired, and the fair value of the Company’s existing minority ownership interest in Fetch of $11 million, as remeasured upon acquisition.

Fetch is a provider of autonomous mobile robot solutions for customers who operate in the manufacturing, distribution, and fulfillment industries, enabling customers to optimize workflows through robotic automation.

Through this acquisition, the Company intends to expand its automation solution offerings within these industries.

*Adaptive Vision:* On May 17, 2021, the Company acquired Adaptive Vision Sp.

z o.o.

(“Adaptive Vision”) for $18 million in cash, net of cash acquired.

Adaptive Vision is a provider of graphical machine vision software with applications in the manufacturing industry, as well as a provider of libraries and other offerings for machine vision developers.

The operating results of Adaptive Vision are included within the EVM segment.

Operations and Technologies

Industrial applications include inventory management in warehouses and distribution centers; field mobility applications include field service, post and

In 2021, we introduced fixed industrial scanning and machine vision solutions.

Our fixed industrial scanning products automatically track and trace items that move from production through distribution.

Our industrial machine vision cameras extend scanning capabilities to help provide quality inspection on product lines.

Our workflow optimization solutions include:

- Robotic automation solutions, which include software-powered autonomous robots that enable customers to orchestrate workflows alongside frontline workers, improving productivity and operational efficiency.

Our robotic automation solutions are available in a variety of form factors to accommodate many use cases.

We are focused on the key technology solutions of EAI that drive improved enterprise workflows, including mobile computing, barcode and card printing, data capture, RFID, fixed industrial scanning, machine vision, and workflow optimization solutions, along with related software, services, and accessories.

Zebra’s foundational ESG priorities of human capital management, resource conservation, and climate align with our strategic focus and corporate values.

Initiatives within these priorities are advanced by our cross-functional Sustainability Council, with executive sponsorship and board oversight.

Our approach helps to ensure that our business is sustainable over the long term for the benefit of our primary stakeholder groups, including employees, customers, partners, and investors.

We are driving a high-performance, inclusive and diverse culture, striving to consistently be the employer of choice in the communities where we work and live.

We also focus on waste reduction, circular economy product innovation with certified refurbished devices, eco-packaging and sustainable product design.

Additionally, we are committed to science-based targets on carbon emission reductions in Zebra’s operations and throughout our value chain.

Competitors in our fixed industrial scanning and machine vision business include Cognex, SICK, and Keyence.

Competitors range from providers of software-based solutions serving customers in the retail industry to providers of autonomous mobile robot solutions serving customers in the manufacturing, distribution, and fulfillment industries.

In 2021, the Company conducted an employee survey focused on return to office initiatives, and created a new hybrid work model in response to employee feedback.

In addition, we implemented new programs and resources to foster employee well-being.

As recognition of the Company’s strong culture and commitment to its employees, the Company was named a top workplace by a number of organizations in 2021, including *Forbes*, *Newsweek*, *Chicago Tribune*, *ComputerWorld* and *Long Island Press* among others.

We believe that to realize our inclusion and diversity vision, all employees should be engaged in promoting and actively driving inclusion and diversity.

In 2021, we continued to expand our inclusion and diversity efforts by launching our Inclusion Champions program, which is comprised of employees who help to support key inclusion and diversity objectives and act as role models for inclusive behaviors.

We also introduced formal inclusion and diversity goals for all people leaders and strongly encouraged all employees to create inclusion and diversity goals.

We have collaborated with some of our inclusion groups to offer structured mentorship programs to focus on developing diverse talent.

In 2021, we also launched additional diversity and inclusion learning tools and resources, including discussion forums and on-demand learning geared specifically on allyship.

We provide our products, solutions and services globally through a direct sales force

and extensive network of approximately 10,000 channel partners.

The evolution of the AIDC market is being driven by strong underlying secular trends in technology.

Newer solutions, which include these smart, connected devices, capture a much broader range of information than is possible with traditional AIDC solutions and communicate this information in real-time.

Computer vision solutions, which enable the automatic extraction and understanding of useful information from a digital image or video, are also driving the expansion of intelligent automation, which leverages our sense-analyze-act framework to improve workflows with or without a human operator.

*Xplore:* On August 14, 2018, the Company acquired Xplore Technologies Corporation (“Xplore”) for $72 million in cash.

Xplore designs, integrates, markets and sells rugged tablets that are primarily used by industrial, government, and field service organizations.

The acquisition of Xplore expanded the Company’s portfolio of mobile computing devices to serve a wider range of customers.

Operations

Our RFID printers and encoders are used to print and encode passive RFID labels.

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

These solutions include the use of barcode scanners or RFID readers, along with connected software.

The Company’s data capture products capture business-critical information by decoding barcodes and images and transmitting the resulting data to enterprise systems for analysis and timely decision making.

Common applications include asset identification and tracking and workflow management in a variety of industries, including retail, transportation and logistics, manufacturing, and healthcare.

Our RFID line of data capture products is focused on ultra-high frequency (“UHF”) technology.

These RFID devices comply with the electronic product code (“EPC”) global Generation 2 UHF standard and similar standards around the world.

We also provide related accessories.

levels, which are typically contracted through multi-year service agreements.

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

We are a market leader in the key technologies of EAI, including mobile computing, barcode and card printing, data capture, and RFID.

We also provide related software, services, and accessories.

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.

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

All three of these customers are distributors and not end-users.

Our Technology

*Mobile Computing*: Our mobile computing products incorporate a wide array of advanced technologies in rugged, ergonomic enclosures to meet the needs of specific use cases.

A broad portfolio of enterprise accessories further tailors mobile computers to meet a wide variety of enterprise use cases.

Our mobile computers include hardened industry-standard operating systems with software features to facilitate customers’ mission-critical applications and ensure secure data transmission.

*Data Capture and RFID*: Our data capture products allow businesses to track business critical information quickly and accurately by providing real-time visibility into business processes and performance.

These products include barcode scanners in a variety of form factors, including fixed and handheld scanners and standalone modules designed for integration into third-party OEM devices.

Our RFID products include fixed readers, RFID enabled mobile computers, and RFID sleds.

*Barcode and Card Printing:* The Company’s printers and print engines incorporate thermal printing technology.

Thermal printing benefits applications requiring simple and reliable operations, yet it is flexible enough to support a wide range of specialty label materials and associated inks.

Our dye-sublimation thermal card printers produce full-color, photographic quality images that are well-suited for driver’s licenses, access and identification cards, transaction cards, and on-demand photographs.

The Company’s printers integrate company-designed mechanisms, electrical systems, and firmware.

Special mechanisms optimize handling of labels, ribbons, and plastic cards.

Fast, high-current electrical systems provide consistent image quality.

These solutions use active and passive RFID technologies, beacons, and other tracking technologies to locate, track, manage, and optimize high-value assets, equipment, and people.

In addition, we offer a selection of RTLS infrastructure products that receive tag transmissions and provide location and motion calculations, database and system management functions, and asset visibility.

See Note 14, [removed: *Commitments] [added: *Accrued Liabilities, Commitments] and Contingencies* in the Notes to Consolidated Financial [removed: Statements.][added: Statements for discussion of certain other matters.]

On September 29-30, 2021, Honeywell filed patent litigation lawsuits against Zebra in multiple jurisdictions, including the International Trade Commission and Federal District Court in the Western District of Texas in the United States, as well as foreign courts in the United Kingdom, Germany and China.

Honeywell has made substantially similar allegations of patent infringement in all cases filed.

The technology addressed in the various actions generally includes aspects of data capture, barcode reading, and scanning.

The allegedly infringing Zebra products identified in the actions are described as barcode scanners, mobile computers with barcode scanning capabilities, scan engines, and components thereof.

The remedies sought in these lawsuits include damages and injunctive relief.

The same Zebra products and technology are implicated in all of the lawsuits.

The cases are in their earliest stages and Zebra intends to vigorously defend against these infringement allegations.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

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, [removed: June 27, 2020,] [added: July 3, 2021,] was [removed: $13.0] [added: $28.6] billion.

As of February [removed: 4, 2021,] [added: 3, 2022,] there were [removed: 53,467,406] [added: 53,079,740] 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 [removed: 14, 2021,] [added: 12, 2022,] are incorporated by reference into Part III of this report, as indicated herein.

YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

| Item 1. | | | | | | [removed: [Business](#i40a6bd4188f5448886ca2e4ad747f365_13)] [added: [Business](#i8b3efcd49975499e8d441e540c06cacb_13)] | | | [removed: [4](#i40a6bd4188f5448886ca2e4ad747f365_13)] [added: [4](#i8b3efcd49975499e8d441e540c06cacb_13)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i40a6bd4188f5448886ca2e4ad747f365_16)] [added: Factors](#i8b3efcd49975499e8d441e540c06cacb_16)] | | | [removed: [13](#i40a6bd4188f5448886ca2e4ad747f365_16)] [added: [13](#i8b3efcd49975499e8d441e540c06cacb_16)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i40a6bd4188f5448886ca2e4ad747f365_19)] [added: Comments](#i8b3efcd49975499e8d441e540c06cacb_19)] | | | [removed: [22](#i40a6bd4188f5448886ca2e4ad747f365_19)] [added: [22](#i8b3efcd49975499e8d441e540c06cacb_19)] | | |

| Item 2. | | | | | | [removed: [Properties](#i40a6bd4188f5448886ca2e4ad747f365_22)] [added: [Properties](#i8b3efcd49975499e8d441e540c06cacb_22)] | | | [removed: [22](#i40a6bd4188f5448886ca2e4ad747f365_22)] [added: [22](#i8b3efcd49975499e8d441e540c06cacb_22)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i40a6bd4188f5448886ca2e4ad747f365_25)] [added: Proceedings](#i8b3efcd49975499e8d441e540c06cacb_25)] | | | [removed: [22](#i40a6bd4188f5448886ca2e4ad747f365_25)] [added: [23](#i8b3efcd49975499e8d441e540c06cacb_25)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i40a6bd4188f5448886ca2e4ad747f365_28)] [added: Disclosures](#i8b3efcd49975499e8d441e540c06cacb_28)] | | | [removed: [22](#i40a6bd4188f5448886ca2e4ad747f365_28)] [added: [23](#i8b3efcd49975499e8d441e540c06cacb_28)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i40a6bd4188f5448886ca2e4ad747f365_34)] [added: Securities](#i8b3efcd49975499e8d441e540c06cacb_34)] | | | [removed: [23](#i40a6bd4188f5448886ca2e4ad747f365_34)] [added: [24](#i8b3efcd49975499e8d441e540c06cacb_34)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i40a6bd4188f5448886ca2e4ad747f365_40)] [added: Operations](#i8b3efcd49975499e8d441e540c06cacb_40)] | | | [removed: [26](#i40a6bd4188f5448886ca2e4ad747f365_40)] [added: [27](#i8b3efcd49975499e8d441e540c06cacb_40)] | | |

| | | | | | | [Results of [removed: Operations](#i40a6bd4188f5448886ca2e4ad747f365_46)] [added: Operations](#i8b3efcd49975499e8d441e540c06cacb_46)] | | | [removed: [29](#i40a6bd4188f5448886ca2e4ad747f365_46)] [added: [30](#i8b3efcd49975499e8d441e540c06cacb_46)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#i40a6bd4188f5448886ca2e4ad747f365_55)] [added: Resources](#i8b3efcd49975499e8d441e540c06cacb_49)] | | | [removed: [33](#i40a6bd4188f5448886ca2e4ad747f365_55)] [added: [34](#i8b3efcd49975499e8d441e540c06cacb_49)] | | |

| | | | | | | [Critical [removed: Accounting Policies and Estimates](#i40a6bd4188f5448886ca2e4ad747f365_49)] [added: Accounting](#i8b3efcd49975499e8d441e540c06cacb_55) [Estimates](#i8b3efcd49975499e8d441e540c06cacb_55)] | | | [removed: [36](#i40a6bd4188f5448886ca2e4ad747f365_49)] [added: [36](#i8b3efcd49975499e8d441e540c06cacb_55)] | | |

| | | | | | | [New Accounting [removed: Pronouncements](#i40a6bd4188f5448886ca2e4ad747f365_52)] [added: Pronouncements](#i8b3efcd49975499e8d441e540c06cacb_58)] | | | [removed: [36](#i40a6bd4188f5448886ca2e4ad747f365_52)] [added: [37](#i8b3efcd49975499e8d441e540c06cacb_58)] | | |

| | | | | | | [Non-GAAP [removed: Measures](#i40a6bd4188f5448886ca2e4ad747f365_61)] [added: Measures](#i8b3efcd49975499e8d441e540c06cacb_61)] | | | [removed: [36](#i40a6bd4188f5448886ca2e4ad747f365_61)] [added: [37](#i8b3efcd49975499e8d441e540c06cacb_61)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i40a6bd4188f5448886ca2e4ad747f365_64)] [added: Risk](#i8b3efcd49975499e8d441e540c06cacb_64)] | | | [removed: [37](#i40a6bd4188f5448886ca2e4ad747f365_64)] [added: [39](#i8b3efcd49975499e8d441e540c06cacb_64)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i40a6bd4188f5448886ca2e4ad747f365_67)] [added: Data](#i8b3efcd49975499e8d441e540c06cacb_67)] | | | [removed: [38](#i40a6bd4188f5448886ca2e4ad747f365_67)] [added: [40](#i8b3efcd49975499e8d441e540c06cacb_67)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i40a6bd4188f5448886ca2e4ad747f365_70)] [added: Firm](#i8b3efcd49975499e8d441e540c06cacb_70)] | | | [removed: [39](#i40a6bd4188f5448886ca2e4ad747f365_70)] [added: [41](#i8b3efcd49975499e8d441e540c06cacb_70)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i40a6bd4188f5448886ca2e4ad747f365_73)] [added: Sheets](#i8b3efcd49975499e8d441e540c06cacb_73)] | | | [removed: [41](#i40a6bd4188f5448886ca2e4ad747f365_73)] [added: [43](#i8b3efcd49975499e8d441e540c06cacb_73)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#i40a6bd4188f5448886ca2e4ad747f365_79)] [added: Operations](#i8b3efcd49975499e8d441e540c06cacb_76)] | | | [removed: [42](#i40a6bd4188f5448886ca2e4ad747f365_79)] [added: [44](#i8b3efcd49975499e8d441e540c06cacb_76)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i40a6bd4188f5448886ca2e4ad747f365_82)] [added: Income](#i8b3efcd49975499e8d441e540c06cacb_79)] | | | [removed: [43](#i40a6bd4188f5448886ca2e4ad747f365_82)] [added: [45](#i8b3efcd49975499e8d441e540c06cacb_79)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i40a6bd4188f5448886ca2e4ad747f365_85)] [added: Equity](#i8b3efcd49975499e8d441e540c06cacb_82)] | | | [removed: [44](#i40a6bd4188f5448886ca2e4ad747f365_85)] [added: [46](#i8b3efcd49975499e8d441e540c06cacb_82)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i40a6bd4188f5448886ca2e4ad747f365_88)] [added: Flows](#i8b3efcd49975499e8d441e540c06cacb_85)] | | | [removed: [45](#i40a6bd4188f5448886ca2e4ad747f365_88)] [added: [47](#i8b3efcd49975499e8d441e540c06cacb_85)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i40a6bd4188f5448886ca2e4ad747f365_91)] [added: Statements](#i8b3efcd49975499e8d441e540c06cacb_88)] | | | [removed: [46](#i40a6bd4188f5448886ca2e4ad747f365_91)] [added: [48](#i8b3efcd49975499e8d441e540c06cacb_88)] | | |

| | | | | | | [Note 2: Significant Accounting [removed: Policies](#i40a6bd4188f5448886ca2e4ad747f365_97)] [added: Policies](#i8b3efcd49975499e8d441e540c06cacb_94)] | | | [removed: [46](#i40a6bd4188f5448886ca2e4ad747f365_97)] [added: [48](#i8b3efcd49975499e8d441e540c06cacb_94)] | | |

| | | | | | | [Note 3: [removed: Revenues](#i40a6bd4188f5448886ca2e4ad747f365_103)] [added: Revenues](#i8b3efcd49975499e8d441e540c06cacb_97)] | | | [removed: [50](#i40a6bd4188f5448886ca2e4ad747f365_103)] [added: [52](#i8b3efcd49975499e8d441e540c06cacb_97)] | | |

| | | | | | | [Note 5: Business [removed: Acquisitions](#i40a6bd4188f5448886ca2e4ad747f365_112)] [added: Acquisitions](#i8b3efcd49975499e8d441e540c06cacb_103)] | | | [removed: [52](#i40a6bd4188f5448886ca2e4ad747f365_112)] [added: [54](#i8b3efcd49975499e8d441e540c06cacb_103)] | | |

| | | | | | | [Note 6: Goodwill and Other [removed: Intangibles](#i40a6bd4188f5448886ca2e4ad747f365_118)] [added: Intangibles](#i8b3efcd49975499e8d441e540c06cacb_106)] | | | [removed: [55](#i40a6bd4188f5448886ca2e4ad747f365_118)] [added: [59](#i8b3efcd49975499e8d441e540c06cacb_106)] | | |

| | | | | | | [Note 7: Property, Plant and [removed: Equipment](#i40a6bd4188f5448886ca2e4ad747f365_121)] [added: Equipment](#i8b3efcd49975499e8d441e540c06cacb_109)] | | | [removed: [56](#i40a6bd4188f5448886ca2e4ad747f365_121)] [added: [60](#i8b3efcd49975499e8d441e540c06cacb_109)] | | |

| | | | | | | [Note 9: Exit and Restructuring [removed: Costs](#i40a6bd4188f5448886ca2e4ad747f365_127)] [added: Costs](#i8b3efcd49975499e8d441e540c06cacb_115)] | | | [removed: [57](#i40a6bd4188f5448886ca2e4ad747f365_127)] [added: [61](#i8b3efcd49975499e8d441e540c06cacb_115)] | | |

| | | | | | | [Note 10: Fair Value [removed: Measurements](#i40a6bd4188f5448886ca2e4ad747f365_130)] [added: Measurements](#i8b3efcd49975499e8d441e540c06cacb_118)] | | | [removed: [57](#i40a6bd4188f5448886ca2e4ad747f365_130)] [added: [61](#i8b3efcd49975499e8d441e540c06cacb_118)] | | |

| | | | | | | [Note 11: Derivative [removed: Instruments](#i40a6bd4188f5448886ca2e4ad747f365_133)] [added: Instruments](#i8b3efcd49975499e8d441e540c06cacb_121)] | | | [removed: [58](#i40a6bd4188f5448886ca2e4ad747f365_133)] [added: [62](#i8b3efcd49975499e8d441e540c06cacb_121)] | | |

| | | | | | | [Note 12: Long-Term [removed: Debt](#i40a6bd4188f5448886ca2e4ad747f365_139)] [added: Debt](#i8b3efcd49975499e8d441e540c06cacb_124)] | | | [removed: [60](#i40a6bd4188f5448886ca2e4ad747f365_139)] [added: [64](#i8b3efcd49975499e8d441e540c06cacb_124)] | | |

| | | | | | | [Note 14: [added: Accrued Liabilities,] Commitments and [removed: Contingencies](#i40a6bd4188f5448886ca2e4ad747f365_145)] [added: Contingencies](#i8b3efcd49975499e8d441e540c06cacb_130)] | | | [removed: [64](#i40a6bd4188f5448886ca2e4ad747f365_145)] [added: [67](#i8b3efcd49975499e8d441e540c06cacb_130)] | | |

| | | | | | | [Note 15: Share-Based [removed: Compensation](#i40a6bd4188f5448886ca2e4ad747f365_148)] [added: Compensation](#i8b3efcd49975499e8d441e540c06cacb_133)] | | | [removed: [65](#i40a6bd4188f5448886ca2e4ad747f365_148)] [added: [68](#i8b3efcd49975499e8d441e540c06cacb_133)] | | |

| | | | | | | [Note 16: Income [removed: Taxes](#i40a6bd4188f5448886ca2e4ad747f365_154)] [added: Taxes](#i8b3efcd49975499e8d441e540c06cacb_136)] | | | [removed: [68](#i40a6bd4188f5448886ca2e4ad747f365_154)] [added: [72](#i8b3efcd49975499e8d441e540c06cacb_136)] | | |

| | | | | | | [Note 17: Earnings Per [removed: Share](#i40a6bd4188f5448886ca2e4ad747f365_157)] [added: Share](#i8b3efcd49975499e8d441e540c06cacb_139)] | | | [removed: [70](#i40a6bd4188f5448886ca2e4ad747f365_157)] [added: [75](#i8b3efcd49975499e8d441e540c06cacb_139)] | | |

| [PART I](#i8b3efcd49975499e8d441e540c06cacb_10) | | | | | | | | | | | |

| [PART II](#i8b3efcd49975499e8d441e540c06cacb_31) | | | | | | | | | | | |

| Item 6. | | | | | | [\[Reserved\]](#i8b3efcd49975499e8d441e540c06cacb_37) | | | [26](#i8b3efcd49975499e8d441e540c06cacb_37) | | |

| | | | | | | [Overview](#i8b3efcd49975499e8d441e540c06cacb_43) | | | [27](#i8b3efcd49975499e8d441e540c06cacb_43) | | |

| | | | | | | [Note 1: Description of Business and Basis of Presentation](#i8b3efcd49975499e8d441e540c06cacb_91) | | | [48](#i8b3efcd49975499e8d441e540c06cacb_91) | | |

| | | | | | | [Note 4: Inventories](#i8b3efcd49975499e8d441e540c06cacb_100) | | | [54](#i8b3efcd49975499e8d441e540c06cacb_100) | | |

| | | | | | | [Note 8: Investments](#i8b3efcd49975499e8d441e540c06cacb_112) | | | [60](#i8b3efcd49975499e8d441e540c06cacb_112) | | |

| | | | | | | [Note 13: Leases](#i8b3efcd49975499e8d441e540c06cacb_127) | | | [66](#i8b3efcd49975499e8d441e540c06cacb_127) | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i8b3efcd49975499e8d441e540c06cacb_1610) | | | [82](#i8b3efcd49975499e8d441e540c06cacb_1610) | | |

| [PART III](#i8b3efcd49975499e8d441e540c06cacb_166) | | | | | | | | | | | |

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

| [Signatures](#i8b3efcd49975499e8d441e540c06cacb_193) | | | | | | | | | [88](#i8b3efcd49975499e8d441e540c06cacb_193) | | |

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

- Our ability to attract, retain, develop, and motivate key personnel,

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

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

| Item 6. | | | | | | [Selected Financial Data](#i40a6bd4188f5448886ca2e4ad747f365_37) | | | [25](#i40a6bd4188f5448886ca2e4ad747f365_37) | | |

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

| | | | | | | [Contractual Obligations](#i40a6bd4188f5448886ca2e4ad747f365_58) | | | [35](#i40a6bd4188f5448886ca2e4ad747f365_58) | | |

| | | | | | | [Note 1: Description of Business](#i40a6bd4188f5448886ca2e4ad747f365_94) | | | [46](#i40a6bd4188f5448886ca2e4ad747f365_94) | | |

| | | | | | | [Note 4: Inventories](#i40a6bd4188f5448886ca2e4ad747f365_109) | | | [52](#i40a6bd4188f5448886ca2e4ad747f365_109) | | |

| | | | | | | [Note 8: Investments](#i40a6bd4188f5448886ca2e4ad747f365_124) | | | [57](#i40a6bd4188f5448886ca2e4ad747f365_124) | | |

| | | | | | | [Note 13: Leases](#i40a6bd4188f5448886ca2e4ad747f365_142) | | | [62](#i40a6bd4188f5448886ca2e4ad747f365_142) | | |

| | | | | | | [Note 21: Supplementary Financial Information](#i40a6bd4188f5448886ca2e4ad747f365_172) | | | [74](#i40a6bd4188f5448886ca2e4ad747f365_172) | | |

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

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

| [Schedule II - Valuation and Qualifying Accounts](#i40a6bd4188f5448886ca2e4ad747f365_214) | | | | | | | | | [85](#i40a6bd4188f5448886ca2e4ad747f365_214) | | |

We also operate manufacturing, [removed: production] [added: repair, distribution] and warehousing, administrative, research, and sales facilities in other U.S. and international locations.

As of December 31, [removed: 2020,] [added: 2021,] the Company owned three laboratory and warehouse facilities located in the U.S., U.K., and Canada.

As of December 31, [removed: 2020,] [added: 2021,] the Company had a total of 125 leased facilities with locations spread globally; [removed: 35] [added: 38] of which are located in the U.S. and [removed: 90] [added: 87] of which are located in other countries.

As of February [removed: 4, 2021,] [added: 3, 2022,] the last reported price for the Company’s Class A Common Stock was [removed: $407.34] [added: $508.30] per share, and there were [removed: 103] [added: 94] registered stockholders of record for Zebra’s Class A Common Stock.

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

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended December 31, [removed: 2020.][added: 2021.]

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

The following graph compares the cumulative total stockholder return, calculated on a dividend-reinvested basis, in Zebra Technologies Corporation Class A Common Stock, the S&P 500 Index, [added: and the] S&P 500 Information Technology [removed: Index, RDG Technology Composite, and the NASDAQ Composite Market] Index for the five years ended December 31, [removed: 2020.][added: 2021.]

The comparison assumes that $100 was invested in each of the Company’s Class A Common Stock, the S&P 500 Index, [added: and the] S&P 500 Information Technology [removed: Index, RDG Technology Composite and the NASDAQ Composite Market] Index as of the market close on December 31, [removed: 2015.][added: 2016.]

[removed: ][added: ]

| Value at each year-end of $100 initial investment made on December 31, [removed: 2015] [added: 2016] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 3, 2021 - October 30, 2021 | | | | | | 13,671 | | | | | | $ | 494.74 | | | | | 13,671 | | | | | | $ | 721 | |

| October 31, 2021 - November 27, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 721 | | |

| November 28, 2021 - December 31, 2021 | | | | | | 43,055 | | | | | | 580.61 | | | | | | 43,055 | | | | | | 696 | | |

| Total | | | | | | 56,726 | | | | | | $ | 559.91 | | | | | 56,726 | | | | | | $ | 696 | |

| | | | | | | 12/16 | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | |

| Zebra Technologies Corporation | | | | | | $ | 100.00 | | | | | $ | 121.04 | | | | | $ | 185.67 | | | | | $ | 297.85 | | | | | $ | 448.15 | | | | | $ | 694.03 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.41 | |

| S&P 500 Information Technology | | | | | | $ | 100.00 | | | | | $ | 138.83 | | | | | $ | 138.43 | | | | | $ | 208.05 | | | | | $ | 299.37 | | | | | $ | 402.73 | |

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

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

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

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

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.

| | | | | | | 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 | |

FIVE YEAR SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA

(In millions, except shares and per share amounts)

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

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

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Statements of Operations (1) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Net sales | | | | | | $ | 4,448 | | | | | $ | 4,485 | | | | | $ | 4,218 | | | | | $ | 3,722 | | | | | $ | 3,574 | |

| Gross profit | | | | | | 2,003 | | | | | | 2,100 | | | | | | 1,981 | | | | | | 1,710 | | | | | | 1,642 | | |

| Net income (loss) | | | | | | $ | 504 | | | | | $ | 544 | | | | | $ | 421 | | | | | $ | 17 | | | | | $ | (137) | |

| Basic earnings (loss) per share | | | | | | $ | 9.43 | | | | | $ | 10.08 | | | | | $ | 7.86 | | | | | $ | 0.33 | | | | | $ | (2.65) | |

| Diluted earnings (loss) per share | | | | | | $ | 9.35 | | | | | $ | 9.97 | | | | | $ | 7.76 | | | | | $ | 0.32 | | | | | $ | (2.65) | |

| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 53,441,375 | | | | | | 53,991,249 | | | | | | 53,591,655 | | | | | | 53,021,761 | | | | | | 51,579,112 | | |

| Diluted | | | | | | 53,913,245 | | | | | | 54,594,417 | | | | | | 54,299,812 | | | | | | 53,688,832 | | | | | | 51,579,112 | | |

| | | | | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheets (1) (2) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Cash and cash equivalents | | | | | | $ | 168 | | | | | $ | 30 | | | | | $ | 44 | | | | | $ | 62 | | | | | $ | 156 | |

| Total Assets | | | | | | 5,375 | | | | | | 4,711 | | | | | | 4,339 | | | | | | 4,275 | | | | | | 4,632 | | |

| Long-term liabilities | | | | | | 1,380 | | | | | | 1,468 | | | | | | 1,703 | | | | | | 2,441 | | | | | | 2,891 | | |

| Total Stockholders’ Equity | | | | | | 2,144 | | | | | | 1,839 | | | | | | 1,335 | | | | | | 834 | | | | | | 792 | | |

(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.

See Note 5, *Business Acquisitions* in the Notes to Consolidated Financial Statements for further details related to these acquisitions.

(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.

| [Report of Independent Registered Public Accounting [removed: Firm](#i40a6bd4188f5448886ca2e4ad747f365_70)] [added: Firm (PCAOB ID: 42)](#i8b3efcd49975499e8d441e540c06cacb_70)] | | | [removed: [39](#i40a6bd4188f5448886ca2e4ad747f365_70)] [added: [41](#i8b3efcd49975499e8d441e540c06cacb_70)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i40a6bd4188f5448886ca2e4ad747f365_73)] [added: 2020](#i8b3efcd49975499e8d441e540c06cacb_73)] | | | [removed: [41](#i40a6bd4188f5448886ca2e4ad747f365_73)] [added: [43](#i8b3efcd49975499e8d441e540c06cacb_73)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i40a6bd4188f5448886ca2e4ad747f365_79)] [added: 2019](#i8b3efcd49975499e8d441e540c06cacb_76)] | | | [removed: [42](#i40a6bd4188f5448886ca2e4ad747f365_79)] [added: [44](#i8b3efcd49975499e8d441e540c06cacb_76)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i40a6bd4188f5448886ca2e4ad747f365_82)] [added: 2019](#i8b3efcd49975499e8d441e540c06cacb_79)] | | | [removed: [43](#i40a6bd4188f5448886ca2e4ad747f365_82)] [added: [45](#i8b3efcd49975499e8d441e540c06cacb_79)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i40a6bd4188f5448886ca2e4ad747f365_85)] [added: 2019](#i8b3efcd49975499e8d441e540c06cacb_82)] | | | [removed: [44](#i40a6bd4188f5448886ca2e4ad747f365_85)] [added: [46](#i8b3efcd49975499e8d441e540c06cacb_82)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i40a6bd4188f5448886ca2e4ad747f365_88)] [added: 2019](#i8b3efcd49975499e8d441e540c06cacb_85)] | | | [removed: [45](#i40a6bd4188f5448886ca2e4ad747f365_88)] [added: [47](#i8b3efcd49975499e8d441e540c06cacb_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i40a6bd4188f5448886ca2e4ad747f365_91)] [added: Statements](#i8b3efcd49975499e8d441e540c06cacb_88)] | | | [removed: [46](#i40a6bd4188f5448886ca2e4ad747f365_91)] [added: [48](#i8b3efcd49975499e8d441e540c06cacb_88)] | | |

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries (the [removed: “Company”)] [added: Company)] as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 11, 2021] [added: 10, 2022] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

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

The communication of the critical audit [removed: matters] [added: matter] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

| Description of the Matter | | | As discussed in Note 16 [removed: to] [added: of] the [removed: 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. | | |

| 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 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 [removed: major] [added: significant] 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 and 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: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 168] [added: 332] | | | | | $ | [removed: 30] [added: 168] | |

| Accounts receivable, net of allowances for doubtful accounts of $1 million [removed: and $2 million] [added: each] as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: 508] [added: 752] | | | | | | [removed: 613] [added: 508] | | |

| Inventories, net | | | [removed: 511] [added: 491] | | | | | | [removed: 474] [added: 511] | | |

| Income tax receivable | | | [removed: 16] [added: 8] | | | | | | [removed: 32] [added: 16] | | |

| Prepaid expenses and other current assets | | | [removed: 70] [added: 106] | | | | | | [removed: 46] [added: 70] | | |

| Total Current assets | | | [removed: 1,273] [added: 1,689] | | | | | | [removed: 1,195] [added: 1,273] | | |

| Property, plant and equipment, net | | | [removed: 274] [added: 272] | | | | | | [removed: 259] [added: 274] | | |

| Right-of-use lease asset | | | [removed: 135 | | | | | | 107] [added: 11] | | |

| Goodwill | | | [removed: 2,988] [added: 3,265] | | | | | | [removed: 2,622] [added: 2,988] | | |

| Other intangibles, net | | | [removed: 402] [added: 469] | | | | | | [removed: 275] [added: 402] | | |

| Deferred income taxes | | | [removed: 139] [added: 192] | | | | | | [removed: 127] [added: 139] | | |

| Other long-term assets | | | [removed: 164] [added: 197] | | | | | | [removed: 126] [added: 164] | | |

| Total Assets | | | $ | [removed: 5,375] [added: 6,215] | | | | | $ | [removed: 4,711] [added: 5,375] | |

| Current portion of long-term debt | | | $ | [removed: 364] [added: 69] | | | | | $ | [removed: 197] [added: 364] | |

| Accounts payable | | | [removed: 601] [added: 700] | | | | | | [removed: 552] [added: 601] | | |

| Accrued liabilities | | | [removed: 559] [added: 639] | | | | | | [removed: 379] [added: 559] | | |

| Deferred revenue | | | [removed: 308] [added: 380] | | | | | | [removed: 238] [added: 308] | | |

| Income taxes payable | | | [removed: 19] [added: 12] | | | | | | [removed: 38] [added: 19] | | |

| Total Current liabilities | | | [removed: 1,851] [added: 1,800] | | | | | | [removed: 1,404] [added: 1,851] | | |

| Long-term debt | | | [removed: 881] [added: 922] | | | | | | [removed: 1,080] [added: 881] | | |

| Long-term lease liabilities | | | [removed: 129] [added: 121] | | | | | | [removed: 100] [added: 129] | | |

| Long-term deferred revenue | | | [removed: 273] [added: 315] | | | | | | [removed: 221] [added: 273] | | |

| Other long-term liabilities | | | [removed: 97] [added: 67] | | | | | | [removed: 67] [added: 97] | | |

| Total Liabilities | | | 3,231 | | | | | | [removed: 2,872] [added: 3,231] | | |

February 10, 2022

| Right-of-use lease assets | | | 131 | | | | | | 135 | | |

| Net income | | | $ | 837 | | | | | $ | 504 | | | | | $ | 544 | |

| Repurchase of common stock | | | | | | (109,115) | | | | | | — | | | | | | — | | | | | | (57) | | | | | | — | | | | | | — | | | | | | (57) | | |

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

| Balance at December 31, 2021 | | | | | | 53,415,275 | | | | | | $ | 1 | | | | | $ | 462 | | | | | $ | (1,023) | | | | | $ | 3,573 | | | | | $ | (29) | | | | | $ | 2,984 | |

| Net income | | | $ | 837 | | | | | $ | 504 | | | | | $ | 544 | |

| Deferred income taxes | | | (69) | | | | | | (40) | | | | | | (42) | | |

| Accrued liabilities | | | 110 | | | | | | 16 | | | | | | (18) | | |

| Purchases of short-term investments | | | (1) | | | | | | — | | | | | | — | | |

Effective January 1, 2021, the retail solutions product line, which provides a range of physical inventory management solutions with application in the retail industry, including solutions for full store physical inventories, cycle counts and analytics, moved from our Asset Intelligence & Tracking (“AIT”) segment into our Enterprise Visibility & Mobility (“EVM”) segment contemporaneous with a change in our organizational structure and management of the business.

Prior period results have been reclassified to conform to the current period’s presentation.

This change did not have an impact on the Consolidated Financial Statements.

See Note 20, Segment Information & Geographic Data for additional information related to each segment’s results.

projected future operating and cash flow results, economic projections, and discount rates.

Revenues for our service offerings are recognized over time.

R&D costs are expensed as incurred, including those associated with developing and maintaining software within our customer offerings.

The Company typically applies a dynamic and iterative approach to developing customer product and software offerings as well as ongoing software feature and functionality enhancement releases, and accordingly, such costs do not meet capitalization criteria.

Management’s estimates of fair value are based on estimates and assumptions utilized as part of the purchase price allocation process and are believed to be reasonable; however

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update 2021-08, *Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers* (“ASU 2021-08”)*.* ASU 2021-08 requires contract assets and contract liabilities acquired in a business acquisition to be recognized and measured in accordance with ASC 606, *Revenues from Contracts with Customers*, which we generally expect will result in the recognition and measurement of contract assets and contract liabilities in a manner that is consistent with the acquiree.

Prior to the adoption of ASU 2021-08, the Company measured contract assets and contract liabilities acquired in business acquisitions at fair value.

The Company early adopted ASU 2021-08 in the fourth quarter of 2021, with applicability to the accounting for our 2021 business acquisitions and any future business acquisitions.

The application of ASU 2021-08 did not have a significant effect on the recognition and measurement of acquired assets and liabilities associated with our 2021 acquisitions.

The Company amended certain contracts in the fourth quarter of 2021 to replace LIBOR with alternative reference rates, primarily the Secured Overnight Financing Rate.

We adopted and applied ASU 2020-04 in the accounting for those amendments, which did not have a material impact on the consolidated financial statements.

We anticipate negotiating similar amendments to other contracts that include LIBOR tenors that are expected to be phased out by June 30, 2023, and do not expect those amendments to have a material impact on the consolidated financial statements.

| AIT | | | $ | 1,577 | | | | | $ | 110 | | | | | $ | 1,687 | |

| EVM | | | 3,268 | | | | | | 678 | | | | | | 3,946 | | |

| Total | | | $ | 4,845 | | | | | $ | 782 | | | | | $ | 5,627 | |

| EVM | | | 2,515 | | | | | | 548 | | | | | | 3,063 | | |

| AIT | | | $ | 1,347 | | | | | $ | 100 | | | | | $ | 1,447 | |

| EVM | | | 2,560 | | | | | | 478 | | | | | | 3,038 | | |

*Performance Obligations*

and 2020, respectively.

| Total Inventories, net | | | $ | 491 | | | | | $ | 511 | |

*Antuit*

On October 7, 2021, the Company acquired Antuit Holdings Pte.

Ltd. (“Antuit”), a provider of demand-sensing and pricing optimization software solutions for retail and consumer products companies.

Through this acquisition, the Company intends to enhance its solution offerings to customers in these industries by combining Antuit’s platform with its existing software solutions and EVM products.

The fair value of the net assets acquired was based on several estimates and assumptions, as well as customary valuation techniques, primarily the excess earnings method for technology and patent intangible assets.

| | | | | | |

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

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. | | |

February 11, 2021

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

| | | | December 31, | | | | | | | | |

| Balance at December 31, 2017 | | | | | | 53,236,095 | | | | | | $ | 1 | | | | | $ | 257 | | | | | $ | (620) | | | | | $ | 1,248 | | | | | $ | (52) | | | | | $ | 834 | |

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

| Changes in unrealized gains and losses on anticipated sales hedging transactions (net of income taxes) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 21 | | | | | | 21 | | |

| Changes in unrealized gains and losses on forward interest rate swap hedging transactions (net of income taxes) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9 | | | | | | 9 | | |

Fair value determinations require judgment and are sensitive to changes in underlying assumptions, estimates, as well as market factors.

Estimating the fair value of reporting units requires that we make a number of assumptions and estimates regarding our long-term growth and cash flow expectations as well as overall industry and economic conditions.

These estimates and assumptions include, but are not limited to, projections of revenue and income growth rates, capital investments, competitive and customer trends, appropriate peer group selection, market-based discount rates and other market factors.

We believe our fair value estimates are reasonable.

If actual financial results differ materially from current estimates or there are significant negative changes in market factors beyond our control, there could be an impairment of goodwill in the future.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but due to the inherent uncertainty during the measurement period, we may record adjustments to the fair value of assets acquired and liabilities assumed with a corresponding adjustment to goodwill.

On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, *Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments* (“ASU 2016-13”).

ASU 2016-13 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.

It replaced the historical

incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses.

With respect to the Company’s financial assets, including trade receivables and contract assets, a cumulative effect transition approach was applied.

In order to determine the transition impact of ASU 2016-13, the Company considered historical loss experience, the short duration of its trade receivables and durations of other financial assets, and expectations of the future economic environment.

The adoption of ASU 2016-13 did not have a significant impact to the Company’s financial statements upon transition or for the year ended December 31, 2020.

*Recently Issued Accounting Pronouncements Not Yet Adopted*

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, while for others, the Company anticipates negotiating comparable replacement rates with its counterparties.

At this stage of its contract assessment, the Company does not expect ASU 2020-04 to have a material impact on its financial results.

respectively.

| EVM | | | 2,515 | | | | | | 514 | | | | | | 3,029 | | |

| AIT | | | $ | 1,347 | | | | | $ | 132 | | | | | $ | 1,479 | |

| EVM | | | 2,560 | | | | | | 446 | | | | | | 3,006 | | |

| AIT | | | $ | 1,298 | | | | | $ | 125 | | | | | $ | 1,423 | |

| EVM | | | 2,387 | | | | | | 408 | | | | | | 2,795 | | |

| Total | | | $ | 3,685 | | | | | $ | 533 | | | | | $ | 4,218 | |

portfolio level and amortized on a straight-line basis.

| Total | | | $ | 511 | | | | | $ | 474 | |

A total of 38,228 replacement stock options were granted, with a weighted average acquisition-date fair value per option of $230.

As of the acquisition date, the weighted average future service period associated with the replacement options was 1.7 years, and the weighted average remaining contractual life was 7.7 years.

The

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment and those criteria, our management believes that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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 [removed: “Company”)] [added: Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related [removed: notes and financial statement schedule listed in the Index at Item 15] [added: notes,] and our report dated February [removed: 11, 2021] [added: 10, 2022] expressed an unqualified opinion thereon.

February 10, 2022

February 11, 2021

PART III

Not applicable.

PART III

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i40a6bd4188f5448886ca2e4ad747f365_70)] [added: Firm (PC](#i8b3efcd49975499e8d441e540c06cacb_70)[AOB ID:](#i8b3efcd49975499e8d441e540c06cacb_70) 42[)](#i8b3efcd49975499e8d441e540c06cacb_70)] | | | [removed: [39](#i40a6bd4188f5448886ca2e4ad747f365_70)] [added: [41](#i8b3efcd49975499e8d441e540c06cacb_70)] | | |

| | | | | | | [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i40a6bd4188f5448886ca2e4ad747f365_73)] [added: 2020](#i8b3efcd49975499e8d441e540c06cacb_73)] | | | [removed: [41](#i40a6bd4188f5448886ca2e4ad747f365_73)] [added: [43](#i8b3efcd49975499e8d441e540c06cacb_73)] | | |

| | | | | | | [Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i40a6bd4188f5448886ca2e4ad747f365_79)] [added: 2019](#i8b3efcd49975499e8d441e540c06cacb_76)] | | | [removed: [42](#i40a6bd4188f5448886ca2e4ad747f365_79)] [added: [44](#i8b3efcd49975499e8d441e540c06cacb_76)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i40a6bd4188f5448886ca2e4ad747f365_82)] [added: 2019](#i8b3efcd49975499e8d441e540c06cacb_79)] | | | [removed: [43](#i40a6bd4188f5448886ca2e4ad747f365_82)] [added: [45](#i8b3efcd49975499e8d441e540c06cacb_79)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i40a6bd4188f5448886ca2e4ad747f365_85)] [added: 2019](#i8b3efcd49975499e8d441e540c06cacb_82)] | | | [removed: [44](#i40a6bd4188f5448886ca2e4ad747f365_85)] [added: [46](#i8b3efcd49975499e8d441e540c06cacb_82)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i40a6bd4188f5448886ca2e4ad747f365_88)] [added: 2019](#i8b3efcd49975499e8d441e540c06cacb_85)] | | | [removed: [45](#i40a6bd4188f5448886ca2e4ad747f365_88)] [added: [47](#i8b3efcd49975499e8d441e540c06cacb_85)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i40a6bd4188f5448886ca2e4ad747f365_91)] [added: Statements](#i8b3efcd49975499e8d441e540c06cacb_88)] | | | [removed: [46](#i40a6bd4188f5448886ca2e4ad747f365_91)] [added: [48](#i8b3efcd49975499e8d441e540c06cacb_88)] | | |

| 3.1(i) | | | | | | [Restated Certificate of Incorporation of the Company.](http://www.sec.gov/Archives/edgar/data/877212/000119312512337313/d390190dex31i.htm) | | | | | | 8-K | | | | | | 3.1(i) | | | | | | August [removed: 16,] [added: 6,] 2012 | | | | | | | | |

| 3.1(ii) | | | | | | [Amended and Restated By-laws of Zebra Technologies Corporation, as amended as of [removed: January 7, 2013.](http://www.sec.gov/Archives/edgar/data/877212/000119312513008940/d465246dex3ii.htm)] [added: August 6, 2021](https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000168/ex31.htm)] | | | | | | 8-K | | | | | | [removed: 3(ii)] [added: 3.1] | | | | | | [removed: January] [added: August] 10, [removed: 2013] [added: 2021] | | | | | | | | |

| 10.1 | | | | | | [Employee Agreement between Nathan Winters and the Company Dated January 11, 2021. +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000008/exhibit101.htm) | | | | | | [added: 10-K] | | | | | | [added: 10.1] | | | | | | [added: December 31, 2020] | | | | | | [removed: X] | | |

| [removed: 10.6] [added: 10.3] | | | | | | [2011 Long-Term Incentive Plan (Amended and Restated as of May 15, 2014). +](http://www.sec.gov/Archives/edgar/data/877212/000119312514295692/d733093dex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | June 28, 2014 | | | | | | | | |

| [removed: 10.7] [added: 10.4] | | | | | | [2015 Long-Term Incentive Plan. +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1011exhibit2015ltip.htm) | | | | | | 10-K | | | | | | 10.11 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.8] [added: 10.5] | | | | | | [2018 Long-Term Incentive Plan. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000119312518180564/d596718ds8.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000119312518180564/d596718dex41.htm)] | | | | | | S-8 | | | | | | 4.1 | | | | | | June 1, 2018 | | | | | | | | |

| [removed: 10.10] [added: 10.7] | | | | | | [Amended and Restated Employment Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +](http://www.sec.gov/Archives/edgar/data/877212/000119312510110577/dex1010.htm) | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.10] | | | | | | April 3, 2010 | | | | | | | | |

| [removed: 10.11] [added: 10.8] | | | | | | [Letter Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +](http://www.sec.gov/Archives/edgar/data/877212/000119312510110577/dex1011.htm) | | | | | | 10-Q | | | | | | 10.11 | | | | | | April 3, 2010 | | | | | | | | |

| [removed: 10.12] [added: 10.9] | | | | | | [Form of 2012 time-vested stock appreciation rights agreement for employees other than CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000119312512328162/d358276dex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | June 30, 2012 | | | | | | | | |

| [removed: 10.13] [added: 10.10] | | | | | | [Form of 2013-16 time-vested stock appreciation rights agreement for employees other than CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | March 30, 2013 | | | | | | | | |

| [removed: 10.14] [added: 10.11] | | | | | | [Form of 2017 time-vested stock appreciation rights agreement for employees other than CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a101exhibit10-1x2017saroth.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | April 1, 2017 | | | | | | | | |

| [removed: 10.15] [added: 10.12] | | | | | | [Form of 2018 stock appreciation rights agreement for employees other than the CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/exhibit10-2x2018saragreeme.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | June 30, 2018 | | | | | | | | |

| [removed: 10.16] [added: 10.13] | | | | | | [Form of 2019 stock appreciation rights agreement for employees other than the CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1022019sarfinal1.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | June 29, 2019 | | | | | | | | |

| [removed: 10.17] [added: 10.14] | | | | | | [Form of 2020 stock appreciation rights agreement for employees other than the CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex102-2020saragreement.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.18] [added: 10.16] | | | | | | [Form of 2013-16 time-vested stock appreciation rights agreement for [removed: CEO](https://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex104.htm)[.] [added: CEO.] +](https://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | March 30, 2013 | | | | | | | | |

| [removed: 10.19] [added: 10.17] | | | | | | [Form of 2017 time-vested stock appreciation rights agreement for CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a102exhibit10-2x2017saragr.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | April 1, 2017 | | | | | | | | |

| [removed: 10.20] [added: 10.18] | | | | | | [Form of 2018 stock appreciation rights agreement for CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-5xformof2018stockappre.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | June 30, 2018 | | | | | | | | |

| [removed: 10.21] [added: 10.19] | | | | | | [Form of 2019 stock appreciation rights agreement for CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1052019gustafssonsar.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | June 29, 2019 | | | | | | | | |

| [removed: 10.22] [added: 10.20] | | | | | | [Form of 2020 stock appreciation rights agreement for CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex105-2020gustafssonsa.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.23] [added: 10.21] | | | | | | [Form of [removed: 2011] [added: 2012] time-vested stock appreciation rights agreement for non-employee directors. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000119312511146280/dex103.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000119312512328162/d358276dex107.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10.3] [added: 10.7] | | | | | | [removed: May 20, 2011] [added: June 30, 2012] | | | | | | | | |

| [removed: 10.24] [added: 10.28] | | | | | | [Form of [removed: 2012] [added: 2019] time-vested [added: restricted] stock [removed: appreciation rights] agreement for [removed: non-employee directors. +](http://www.sec.gov/Archives/edgar/data/877212/000119312512328162/d358276dex107.htm)] [added: CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1062019gustafssontvr.htm)] | | | | | | 10-Q | | | | | | [removed: 10.7] [added: 10.6] | | | | | | June [removed: 30, 2012] [added: 29, 2019] | | | | | | | | |

| [removed: 10.25] [added: 10.22] | | | | | | [Form of [removed: 2018] [added: 2019] time-vested restricted stock agreement for employees other than the CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-32018timexvestedrestri.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1032019tvrsfinal.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | June [removed: 30, 2018] [added: 29, 2019] | | | | | | | | |

| [removed: 10.26] [added: 10.25] | | | | | | [Form of 2019 [removed: time-vested] [added: performance-vested] restricted stock agreement for employees other than [removed: the] CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1032019tvrsfinal.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1012019pvrsagreement.htm)] | | | | | | 10-Q | | | | | | [removed: 10.3] [added: 10.1] | | | | | | June 29, 2019 | | | | | | | | |

| [removed: 10.27] [added: 10.23] | | | | | | [Form of 2020 time-vested restricted stock agreement for employees other than the CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex103-2020tvrsagreement.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.28] [added: 10.26] | | | | | | [Form of [removed: 2018] [added: 2020] performance-vested restricted stock agreement for employees other than CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/exhibit10-12018performance.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex101-2020pvrsagreement.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | June [removed: 30, 2018] [added: 27, 2020] | | | | | | | | |

| [removed: 10.29] [added: 10.31] | | | | | | [Form of 2019 performance-vested restricted stock agreement for [removed: employees other than] CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1012019pvrsagreement.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1042019gustafssonpvr.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.4] | | | | | | June 29, 2019 | | | | | | | | |

| [removed: 10.30] [added: 10.32] | | | | | | [Form of 2020 performance-vested restricted stock agreement for [removed: employees other than] CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex101-2020pvrsagreement.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex104-2020gustafssonpv.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.4] | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.31] [added: 10.29] | | | | | | [Form of [removed: 2018] [added: 2020] time-vested restricted stock agreement for CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-6xformof2018timexveste.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex106-2020gustafssontv.htm)] | | | | | | 10-Q | | | | | | 10.6 | | | | | | June [removed: 30, 2018] [added: 27, 2020] | | | | | | | | |

| [removed: 10.32] [added: 10.30] | | | | | | [Form of [removed: 2019] [added: 2021] time-vested restricted stock agreement for CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1062019gustafssontvr.htm)] [added: +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit105.htm >)] | | | | | | 10-Q | | | | | | [removed: 10.6] [added: 10.5] | | | | | | [removed: June 29, 2019] [added: July 3, 2021] | | | | | | | | |

| [removed: 10.36] [added: 10.33] | | | | | | [removed: [Form] [added: [F](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit104.htm >)[orm] of [removed: 2020] [added: 2021] performance-vested [removed: restricted] [added: restr](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit104.htm >)[i](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit104.htm >)[cted] stock agreement for CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex104-2020gustafssonpv.htm)] [added: +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit104.htm >)] | | | | | | 10-Q | | | | | | 10.4 | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | | | |

| [removed: 10.37] [added: 10.34] | | | | | | [Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.](http://www.sec.gov/Archives/edgar/data/877212/000087721217000026/a101zebracreditagreement.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | July 1, 2017 | | | | | | | | |

| [removed: 10.38] [added: 10.35] | | | | | | [Amendment No. 1, dated May 31, 2018, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-7xamendmentno1toamende.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | June 30, 2018 | | | | | | | | |

| [removed: 10.39] [added: 10.36] | | | | | | [Amendment No. 2, dated August 9, 2019, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018), by and among, Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.](http://www.sec.gov/Archives/edgar/data/877212/000087721219000034/exhibit101amendmentno2.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | September 28, 2019 | | | | | | | | |

Schedules are omitted because the information is not required or because the information required is included in the

Notes to Consolidated Financial Statements.

| 10.6 | | | | | | [2005 Executive Deferred Compensation Plan, as amended and restated as of January 1, 2022. +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000026/ex106doc-2022x02x04x14x0.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.15 | | | | | | [Form of 2021 stock settled stock appreciation rights agreement for employees other than the CEO. +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit103.htm >) | | | | | | 10-Q | | | | | | 10.3 | | | | | | July 3, 2021 | | | | | | | | |

| 10.24 | | | | | | [Form of 202](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit102.htm >)[1](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit102.htm >) [time-](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit102.htm >)[restricted stock](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit102.htm >) [unit](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit102.htm >) [agreement for employees other than the CEO. +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit102.htm >) | | | | | | 10-Q | | | | | | 10.2 | | | | | | July 3, 2021 | | | | | | | | |

| 10.27 | | | | | | [F](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit101.htm >)[orm of 2021 performance-vested restricted stock unit agreement for employees other than the CEO. +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit101.htm >) | | | | | | 10-Q | | | | | | 10.1 | | | | | | July 3, 2021 | | | | | | | | |

| 10.43 | | | | | | [Second Amendment to Receivables Financing Agreement, dated as of March 19, 2021 by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000066/exhibit10.htm >) | | | | | | 10-Q | | | | | | 10 | | | | | | April 3, 2021 | | | | | | | | |

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

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

| | | | | | | | | | PAGE | | |

| | | | | | | [Schedule II - Valuation and Qualifying Accounts](#i40a6bd4188f5448886ca2e4ad747f365_214) | | | [85](#i40a6bd4188f5448886ca2e4ad747f365_214) | | |

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

| 10.3 | | | | | | [Amendment to outstanding Stock Option Agreements under the 2006 Incentive Compensation Plan, dated December 2, 2008. +](http://www.sec.gov/Archives/edgar/data/877212/000119312508249479/dex102.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | December 8, 2008 | | | | | | | | |

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

| 10.5 | | | | | | [Amendment to the 2006 Incentive Compensation Plan dated December 2, 2008. +](http://www.sec.gov/Archives/edgar/data/877212/000119312508249479/dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | December 8, 2008 | | | | | | | | |

| 10.9 | | | | | | [2005 Executive Deferred Compensation Plan, as amended. +](http://www.sec.gov/Archives/edgar/data/877212/000119312508097377/dex104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | March 29, 2008 | | | | | | | | |

| 10.33 | | | | | | [Form of 2020 time-vested restricted stock agreement for CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex106-2020gustafssontv.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | June 27, 2020 | | | | | | | | |

| 10.34 | | | | | | [Form of 2018 performance-vested restricted stock agreement for CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-4xformof2018performanc.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | June 30, 2018 | | | | | | | | |

| 10.35 | | | | | | [Form of 2019 performance-vested restricted stock agreement for CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1042019gustafssonpvr.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | June 29, 2019 | | | | | | | | |

| 10.47 | | | | | | [Master Non-Recourse Receivables Purchase Agreement dated September 17, 2019 among Zebra Technologies Europe Limited, Zebra Technologies Corporation, and BNP Paribas Commercial Finance Limited](http://www.sec.gov/Archives/edgar/data/877212/000087721219000034/exhibit103nonrecourser.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | September 28, 2019 | | | | | | | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the [removed: 11th] [added: 10th] day of February [removed: 2021.][added: 2022.]

| /s/ Anders Gustafsson Anders Gustafsson | | | Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Nathan Winters Nathan Winters | | | Chief Financial Officer (Principal Financial Officer) | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Colleen M. O’Sullivan Colleen M. O’Sullivan | | | [added: Senior] Vice President, Chief Accounting [added: and Treasury] Officer (Principal Accounting Officer) | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Michael A. Smith Michael A. Smith | | | Director and Chairman of the Board of Directors | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Linda M. Connly Linda M. Connly | | | Director | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Ross W. Manire Ross W. Manire | | | Director | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Richard L. Keyser Richard L. Keyser | | | Director | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Janice M. Roberts Janice M. Roberts | | | Director | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Chirantan J. Desai Chirantan J. Desai | | | Director | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /s/ Frank B. Modruson Frank B. Modruson | | | Director | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| | | | | | | | | |

| /s/ Nelda J. Connors Nelda J. Connors | | | Director | | | February 10, 2022 | | |

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

Schedule II

Valuation and Qualifying Accounts

(In millions)

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

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

| | | | | | | | | | | | | Additions | | | | | | | | | | | | | | | | | | | | |

| Description | | | | | | Balance at Beginning of Period | | | | | | Charged to Costs and Expenses | | | | | | Charged to Other Accounts(1) | | | | | | Deductions | | | | | | Balance at End of Period | | |

| Valuation account for accounts receivable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year ended December 31, 2020 | | | | | | $ | 2 | | | | | $ | (1) | | | | | $ | — | | | | | $ | — | | | | | $ | 1 | |

| Year ended December 31, 2019 | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 2 | | |

| Year ended December 31, 2018 | | | | | | 3 | | | | | | 1 | | | | | | — | | | | | | 1 | | | | | | 3 | | |

| Valuation account for deferred tax assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year ended December 31, 2020 | | | | | | $ | 421 | | | | | $ | 1 | | | | | $ | 3 | | | | | $ | 12 | | | | | $ | 413 | |

| Year ended December 31, 2019 | | | | | | 56 | | | | | | 6 | | | | | | 375 | | | | | | 16 | | | | | | 421 | | |

| Year ended December 31, 2018 | | | | | | 134 | | | | | | — | | | | | | — | | | | | | 78 | | | | | | 56 | | |

(1)The amount in 2020 primarily included increases to our valuation allowance related to business combination purchase price allocation adjustments.

The amount in 2019 related to Luxembourg reorganization activities, which resulted in the realization of deferred tax liabilities related to depreciation and amortization and a corresponding increase in valuation allowances, with no net impact to our provision for income taxes.

See Note 16, *Income Taxes* in the Notes to Consolidated Financial Statements for further information.

See accompanying report of independent registered public accounting firm.