Zebra Technologies (ZBRA) 10-K risk factor changes: FY2022 vs FY2021

We have grown rapidly over the last several years [removed: through acquisition] [added: both organically] and [removed: worldwide growth.][added: through acquisitions.]

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

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

- Political and economic instability may reduce demand for our products or put our [removed: non-U.S.] assets at risk;

- [removed: Effectively] [added: Difficulty in effectively] managing and overseeing operations that are distant and remote from corporate headquarters; and

If such parties cease to continue development or support of such operating systems or restrict our access to such operating systems, we would be required to change our strategy [removed: for such devices.]

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

[added: 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 damages; which could have a material adverse effect on our financial results.

*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”) pandemic has been, and continues to be, complex and rapidly evolving, and has impacted our business, [removed: most recently,] [added: with prior impacts] primarily related to supply chain disruption (including higher fulfillment 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 emergence of new variants of the virus, the [removed: extent and effectiveness] [added: length] of [removed: containment actions,] the [removed: extent to which vaccines and/or other medical treatments are developed and made available to and accepted by the public,] [added: pandemic,] and the impact of these and other factors on our stakeholders.

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

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

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

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

Any disruption to our suppliers or significant increase in the price of supplies, inclusive of transportation costs, could have a negative impact on our results of operations.* Our ability to meet customers’ demands depends, in part, on our ability to obtain in a timely manner an adequate delivery of quality materials, parts, and components, as well as services and software from our [removed: suppliers.][added: suppliers, and our ability to deliver products, services and software to our customers.]

At times we have and may continue to execute multi-year purchase commitments with suppliers that contain minimum spend thresholds, which we are obligated to fulfill even if customer demand [removed: declines.][added: declines, and may require that we purchase inventory that exceeds our forecasted demand.]

Macroeconomic factors, such as rising inflation and interest rates, capital market volatility, etc., could negatively influence our future acquisition opportunities.

The war between Russia and Ukraine and the global response to this war could have an adverse impact on our business and results of operations.

On March 5, 2022, we suspended our business operations in Russia.

While this suspension has not had, and is not expected to have, a material impact on our operating results, it is not possible to predict the broader or long-term consequences of the war between Russia and Ukraine, which may include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, cybersecurity conditions, currency exchange rates, financial markets and energy markets.

Such geopolitical instability and uncertainty could have a negative impact on our ability to sell and ship products, collect payments from and support customers in certain regions, and could increase the costs, risks and adverse impacts from supply chain and logistics challenges.

for such devices.

Some aspects of our business and services also rely on technologies, software, and content developed by or licensed from third parties, and we may not be able to maintain our relationships with such third parties or enter into similar relationships in the future on reasonable terms or at all.

designed products, but also in components provided by third-party suppliers.

We continue to allow our employees to come back to work in our offices in a controlled approach, with modified business practices and increased health and safety protocols, consistent with government regulations and guidelines.

The potential negative

Increased public awareness and worldwide focus on environmental and climate change issues has led to legislative and regulatory efforts to limit greenhouse gas emissions, and may result in more international, federal or regional requirements or industry standards to reduce or mitigate global warming.

ESG requirements and other increased regulation of climate change concerns could subject us to additional costs and restrictions and require us to make certain changes to our manufacturing practices and/or product designs, which could negatively impact our business, results of operations, financial condition and competitive position.

From time to time, we create and publish voluntary disclosures regarding ESG matters.

Identification, assessment, and disclosure of such matters is complex.

Many of the statements in such voluntary disclosures are based on our expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances.

However, if our ESG practices or business portfolio do not meet evolving investor or other stakeholder expectations and standards, then our reputation, our ability to attract or retain employees and our attractiveness as an investment, supplier, business partner, or acquiror could be negatively impacted.

In addition, we note that certain ESG matters are becoming less “voluntary” as regulators, including the SEC, begin proposing and adopting regulations regarding ESG matters, including, but not limited to climate change-related matters.

To the extent we are subject to increased regulatory requirements, we could become subject to

increased compliance-related costs and risks, including potential enforcement and litigation.

Such ESG matters may also impact our suppliers and customers, which may compound or cause new impacts on our business, financial condition or results of operations.

The Company stores confidential and proprietary information

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

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

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,

Honeywell has 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.

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

There can be no guarantee that the outcome of this litigation will not have a negative impact to our business or results of operations.

For additional information, see Item 3, *Legal Proceedings*.

This section generally discusses fiscal [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-over-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: 2020] [added: 2021] for that discussion.

[removed: Zebra Technologies Corporation and its subsidiaries (“Zebra” or the “Company”)] [added: The Company] is a global leader [removed: respected for innovative] [added: providing] Enterprise Asset Intelligence (“EAI”) solutions in the [removed: automatic identification] [added: Automatic Identification] and [removed: data capture solutions] [added: Data Capture (“AIDC”)] industry.

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

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

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

In the first quarter of [removed: 2021,] [added: 2022,] the [removed: retail] [added: location] solutions [removed: product line,] [added: offering,] which provides a range of [removed: physical inventory management solutions with application in] [added: RTLS and services that generate on-demand information about] the [removed: retail industry, including solutions for full store] physical [removed: inventories, cycle counts] [added: location] and [removed: analytics,] [added: status of high-valued assets, equipment, and people,] moved from our AIT segment into our EVM segment contemporaneous with a change in our organizational structure and management of the business.

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

Exit and restructuring charges associated with the [removed: 2021] [added: 2022] Productivity [removed: Plan, which primarily related to employee benefits and severance,] [added: Plan] were [removed: $7] [added: $12] million [removed: during] [added: for] the year ended December 31, [removed: 2021.][added: 2022.]

[removed: Estimated remaining costs] [added: The total cost] under the [removed: 2021] [added: 2022] Productivity Plan, which is expected to be completed [removed: by 2022, are expected] [added: in 2023, is estimated] to be [removed: up to $3] [added: approximately $25] million.

In the [removed: fourth] [added: third] quarter of [removed: 2019,] [added: 2022,] the Company committed to certain organizational changes [added: and leased site rationalization actions] designed to generate [removed: operational] [added: structural cost] efficiencies [removed: (referred] [added: (collectively referred] to as the [removed: “2019] [added: “2022] Productivity [removed: Plan”), principally in the North America and EMEA regions.][added: Plan”).]

Results of Operations: Year Ended [removed: 2021] [added: 2022] versus [removed: 2020] [added: 2021] and Year Ended [removed: 2020] [added: 2021] versus [removed: 2019][added: 2020]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change [removed: 2021] [added: 2022] vs [removed: 2020] [added: 2021] | | | | | | Percent Change [removed: 2020] [added: 2021] vs [removed: 2019] [added: 2020] | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| Tangible products | | | $ | [removed: 4,845] [added: 4,915] | | | | | $ | [removed: 3,813] [added: 4,845] | | | | | $ | [removed: 3,907] [added: 3,813] | | | | | [removed: 27.1] [added: 1.4] | | % | | | | [removed: (2.4)] [added: 27.1] | | % |

| Services and software | | | [removed: 782] [added: 866] | | | | | | [removed: 635] [added: 782] | | | | | | [removed: 578] [added: 635] | | | | | | [removed: 23.1] [added: 10.7] | | % | | | | [removed: 9.9] [added: 23.1] | | % |

| Total Net sales | | | [removed: 5,627] [added: 5,781] | | | | | | [removed: 4,448] [added: 5,627] | | | | | | [removed: 4,485] [added: 4,448] | | | | | | [removed: 26.5] [added: 2.7] | | % | | | | [removed: (0.8)] [added: 26.5] | | % |

| Gross profit | | | [removed: 2,628] [added: 2,624] | | | | | | [removed: 2,003] [added: 2,628] | | | | | | [removed: 2,100] [added: 2,003] | | | | | | [removed: 31.2] [added: (0.2)] | | % | | | | [removed: (4.6)] [added: 31.2] | | % |

| *Gross margin* | | | [removed: *46.7*] [added: *45.4*] | | *%* | | | | [removed: *45.0*] [added: *46.7*] | | *%* | | | | [removed: *46.8*] [added: *45.0*] | | *%* | | | | [removed: *170] [added: *(130)] bps* | | | | | | [removed: *(180)] [added: *170] bps* | | |

| Operating expenses | | | [removed: 1,649] [added: 2,095] | | | | | | [removed: 1,352] [added: 1,649] | | | | | | [removed: 1,408] [added: 1,352] | | | | | | [removed: 22.0] [added: 27.0] | | % | | | | [removed: (4.0)] [added: 22.0] | | % |

| Operating income | | | $ | [removed: 979] [added: 529] | | | | | $ | [removed: 651] [added: 979] | | | | | $ | [removed: 692] [added: 651] | | | | | [removed: 50.4] [added: (46.0)] | | % | | | | [removed: (5.9)] [added: 50.4] | | % |

| North America | | | $ | [removed: 2,819] [added: 2,919] | | | | | $ | [removed: 2,319] [added: 2,819] | | | | | $ | [removed: 2,261] [added: 2,319] | | | | | [removed: 21.6] [added: 3.5] | | % | | | | [removed: 2.6] [added: 21.6] | | % |

| EMEA | | | [removed: 1,976] [added: 1,920] | | | | | | [removed: 1,495] [added: 1,976] | | | | | | [removed: 1,462] [added: 1,495] | | | | | | [removed: 32.2] [added: (2.8)] | | % | | | | [removed: 2.3] [added: 32.2] | | % |

| Asia-Pacific | | | [removed: 543] [added: 609] | | | | | | [removed: 439] [added: 543] | | | | | | [removed: 518] [added: 439] | | | | | | [removed: 23.7] [added: 12.2] | | % | | | | [removed: (15.3)] [added: 23.7] | | % |

| Latin America | | | [removed: 289] [added: 333] | | | | | | [removed: 195] [added: 289] | | | | | | [removed: 244] [added: 195] | | | | | | [removed: 48.2] [added: 15.2] | | % | | | | [removed: (20.1)] [added: 48.2] | | % |

| Total Net sales | | | $ | [removed: 5,627] [added: 5,781] | | | | | $ | [removed: 4,448] [added: 5,627] | | | | | $ | [removed: 4,485] [added: 4,448] | | | | | [removed: 26.5] [added: 2.7] | | % | | | | [removed: (0.8)] [added: 26.5] | | % |

| | | | [removed: 2021 | | | | | | 2020] [added: 2022] | | | | | | [removed: 2019] [added: 2021] | | | | | | [removed: 2021] [added: 2020] | | | | | | [removed: 2020] | | | | | | [removed: 2019] | | |

| Selling and marketing | | | $ | [removed: 587] [added: 607] | | | | | $ | [removed: 483] [added: 587] | | | | | $ | [removed: 503] [added: 483] | | | | | [removed: 10.4] [added: 10.5] | | % | | | | [removed: 10.9] [added: 10.4] | | % | | | | [removed: 11.2] [added: 10.9] | | % |

| Research and development | | | [removed: 567] [added: 570] | | | | | | [removed: 453] [added: 567] | | | | | | [removed: 447] [added: 453] | | | | | | [removed: 10.1] [added: 9.9] | | % | | | | [removed: 10.2] [added: 10.1] | | % | | | | [removed: 10.0] [added: 10.2] | | % |

| General and administrative | | | [removed: 348] [added: 375] | | | | | | [removed: 304] [added: 348] | | | | | | [removed: 323] [added: 304] | | | | | | [removed: 6.2] [added: 6.5] | | % | | | | [removed: 6.8] [added: 6.2] | | % | | | | [removed: 7.2] [added: 6.8] | | % |

| Amortization of intangible assets | | | [removed: 115] [added: 136] | | | | | | [removed: 78] [added: 115] | | | | | | [removed: 103] [added: 78] | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Acquisition and integration costs | | | [removed: 25] [added: 21] | | | | | | [removed: 23] [added: 25] | | | | | | [removed: 22] [added: 23] | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Exit and restructuring costs | | | [removed: 7] [added: 14] | | | | | | [removed: 11] [added: 7] | | | | | | [removed: 10] [added: 11] | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Total Operating expenses | | | $ | [removed: 1,649] [added: 2,095] | | | | | $ | [removed: 1,352] [added: 1,649] | | | | | $ | [removed: 1,408] [added: 1,352] | | | | | [removed: 29.3] [added: 36.2] | | % | | | | [removed: 30.4] [added: 29.3] | | % | | | | [removed: 31.4] [added: 30.4] | | % |

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | [added: | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |]

| Reported GAAP Consolidated Net sales growth | | | [removed: 26.5] [added: 2.7] | | % | | | | [removed: (0.8)] [added: 26.5] | | % |

| Impact of foreign currency translations (1) | | | [removed: (2.1)] [added: 2.0] | | % | | | | [removed: 0.6] [added: (2.1)] | | % |

| Impact of acquisitions (2) | | | [removed: (1.2)] [added: (1.5)] | | % | | | | [removed: (0.7)] [added: (1.2)] | | % |

| Consolidated Organic Net sales growth (3) | | | [removed: 23.2] [added: 3.2] | | % | | | | [removed: (0.9)] [added: 23.2] | | % |

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

Refer to Part I, Item 1 of this document for additional information.

During the past year, we have maintained our position as a market leader in our core businesses, which are generally considered to be comprised of our mobile computing and data capture products, printing products and supplies, as well as support and repair services.

Customers across the industries that we serve have benefited from our core offerings to keep pace with the increasingly on-demand economy and to invest in their long-term technology capabilities.

The Company has continued to make strategic investments to accelerate progress in certain adjacent and expansion markets.

In June 2022, the Company acquired Matrox Electronic Systems Ltd. (“Matrox) for $881 million in cash, net of Matrox’s cash on-hand.

Matrox, part of our EVM segment, is a leading provider of advanced machine vision components and software serving many end-markets.

Through its acquisition of Matrox, the Company significantly expanded its machine vision products and software offerings.

The Company also continues to focus on scaling and integrating our other recent acquisitions (Antuit.ai, Fetch Robotics, Adaptive Vision Sp.

z.o.o., and Reflexis) providing growth opportunities across our software and robotic solution offerings.

These investments were funded partly through cash flow generation from our core businesses operations as well as through borrowings and other working capital facilities that enable us to maintain strong liquidity and manageable debt leverage.

As part of our ongoing supply chain optimization and resiliency initiatives, we extended the transition timeline of our distribution center in North America.

The transition negatively impacted product fulfillment and operating results in the third quarter and contributed to elevated inventory levels.

To mitigate the impacts associated with that transition, we resumed servicing customer orders through our existing logistics service provider.

Additionally, in January 2023, we terminated our contractual arrangement with the new service provider and have directly assumed the distribution center lease and have staffed the facility with Zebra employees, hence assuming all operational activities at the location.

We are actively managing our inventory levels and have been addressing certain component part shortages through a combination of entering long-term supply commitments with key vendors, utilizing expedited modes of transportation, as well as executing select product re-designs.

We anticipate inventory levels to remain elevated from historical levels as we continue to manage through supply chain challenges.

Macroeconomic Environment

The acceleration of broad global cost inflation, a rising interest rate environment, and a stronger U.S. dollar in the current year have negatively impacted our operating results.

We have partially mitigated the financial impacts of these headwinds through a combination of targeted price increases, as well as our ongoing foreign currency exchange and interest rate risk management programs.

We believe that this challenging operating environment, partially due to the COVID-19 pandemic and Russia/Ukraine war, has contributed to a deceleration of certain customer demand, particularly late in the current year.

The Company expects these macro conditions to persist into 2023.

In the first quarter of 2022, we announced the suspension of our business operations in Russia.

Neither Russia nor Ukraine comprises a material portion of our business; therefore, the war thus far has not had a significant effect on our results of operations.

Additionally, the war has not significantly affected our ability to source supplies or deliver our products and services to our customers in the surrounding EMEA region.

We will continue to monitor this for potential future adverse impacts on our business.

In 2020, the global COVID-19 pandemic resulted in significant declines in customer demand and supply chain disruptions, which negatively impacted the Company’s Net sales and overall profitability.

In 2021, customer demand sharply rebounded as the underlying trend to digitize and automate workflows accelerated, which, along with pent-up demand from customers who we believe previously delayed purchases due to the pandemic, benefited the Company’s 2021 sales and profitability.

Component shortages for certain products and elevated input costs continued in 2022 which negatively impacted our ability to meet customer demand and our operating results.

2022 Financial Highlights and Other Recent Developments

- Net sales were $5,781 million in the current year compared to $5,627 million in the prior year.

- Net income was $463 million, or $8.80 per diluted share in the current year, compared to Net income of $837 million, or $15.52 per diluted share in the prior year.

- Operating cash flow was $488 million in the current year compared to $1,069 million in the prior year.

- We repurchased $751 million of common shares in the current year compared to $57 million in the prior year.

Restructuring Activity

The Company incurred Exit and restructuring costs, under previously announced programs of $2 million, $7 million, and $11 million for the years ended December 31, 2022, 2021 and 2020, respectively.

License and Settlement Agreement

On June 30, 2022, the Company announced it entered into a License and Settlement Agreement (“Settlement”) resulting in a $372 million pre-tax charge, inclusive of $12 million of external legal fees, within Operating expenses on the Consolidated Statement of Operations.

Under the Settlement, Zebra agreed to pay $360 million to the counterparty in eight quarterly payments of $45 million which began in the second quarter.

See Item 3, *Legal Proceedings and Note 14, Accrued Liabilities, Commitments, and Contingencies* for additional information.

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

These products and 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 related software applications.

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

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

We provide our products, solutions, and services in approximately 180 countries, with 128 facilities and approximately 9,800 employees worldwide.

Our customers have traditionally benefited from proven solutions that increase productivity and improve asset efficiency and utilization.

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

EAI solutions offer additional benefits to our customers including real-time, data-driven insights that improve operational visibility and drive workflow optimization.

Beginning in the first quarter of 2022, we will move the location solutions product line from our AIT segment into our EVM segment 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 2022 and will present historical periods on a comparable basis.

This change will not have an impact to the Consolidated Financial Statements and is immaterial to our current and historical reportable segment results.

Recent Developments

COVID-19 Outbreak

The global coronavirus (“COVID-19”) pandemic continues to be complex and rapidly evolving.

Governmental agencies, to varying degrees, have imposed, and continue to impose, several protocols and regulations restricting activities of individuals in an effort to limit the spread of COVID-19.

We have implemented a number of measures in an effort to protect our employees’ health and well-being over the course of the pandemic tailored to address the local impacts, including having the majority of office workers work remotely during the height of the pandemic and gradually returning to offices as restrictions are lifted,

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

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

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

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 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.

Acquisitions

*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.

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.

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

As of December 31, [removed: 2021,] [added: 2022,] our remaining contracts containing exposure to LIBOR pertain only to LIBOR tenors that will be phased out by June 30, 2023.

As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $1.0] [added: $2.0] 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: $2] [added: $12] million.

This exposure includes the impact of associated forward interest rate swaps outstanding as of December 31, [removed: 2021.][added: 2022.]

We provide products, solutions and services in approximately [removed: 180] [added: 190] countries throughout the world and, therefore, at times are exposed to risk based on movements in foreign exchange rates.

[removed: End-users of our products, solutions and services include those in the] retail and e-commerce, manufacturing, transportation and logistics, healthcare, public sector, and other industries.

[added: We provide] our products, solutions and services globally through a direct sales force and extensive network of over 10,000 channel partners, operating in approximately [removed: 180] [added: 190] countries, with [removed: 128] [added: 120] facilities and approximately [removed: 9,800] [added: 10,500] employees worldwide.

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

Additionally, computer [removed: vision (including] [added: and] machine [removed: vision)] [added: 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.

*Fetch*: On August 9, 2021, the Company acquired Fetch Robotics, Inc. (“Fetch”) for [removed: 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.

The operating results of [removed: Cortexica] [added: Matrox] are included [removed: within] [added: in] the EVM segment.

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

We offer a wide range of accessories and options for our printers, including [added: carrying cases,] vehicle mounts and battery chargers.

[removed: *Location Solutions:* The Company offers] [added: - Location Solutions, which include] a range of RTLS and services that generate precise, on-demand information about the physical location and status of high-valued assets, equipment, and people.

Industrial applications include inventory management in warehouses and distribution centers; field mobility applications include field service, post and [added: 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.]

They are used in a broad range of applications, ranging from [removed: supermarket checkouts to industrial warehouse optimization to patient management in hospitals.]

In [removed: 2021,] [added: 2021] we introduced fixed industrial scanning and machine vision [removed: solutions.][added: solutions, and in 2022, we significantly expanded our machine vision solutions through the acquisition of Matrox Imaging.]

[removed: Such] [added: These] solutions are typically delivered through cloud-based software subscriptions and leverage big data, artificial intelligence, and mobile and web applications to provide customers with real-time visibility and actionable insights about their business.

High [removed: entry and switching barriers][added: barriers to entry]

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

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

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

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

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Customer A | | | [removed: 22.3] [added: 20.7] | | % | | | | [removed: 20.7] [added: 22.3] | | % | | | | [removed: 16.6] [added: 20.7] | | % |

| Customer B | | | [removed: 13.6] [added: 15.0] | | % | | | | [removed: 13.9] [added: 13.6] | | % | | | | [removed: 13.7] [added: 13.9] | | % |

| Customer C | | | [removed: 12.6] [added: 12.8] | | % | | | | [removed: 17.7] [added: 12.6] | | % | | | | [removed: 18.3] [added: 17.7] | | % |

Research and development expenditures for the years ended [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] were [removed: $567] [added: $570] million, [removed: $453] [added: $567] million, and [removed: $447] [added: $453] million, or [removed: 10.1%, 10.2%] [added: 9.9%, 10.1%] and [removed: 10.0%] [added: 10.2%] of Net sales, respectively.

Worldwide, we have employed approximately [removed: 2,800] [added: 3,100] engineers and innovation and design experts, who along with contractors, are focused on strengthening and broadening our extensive portfolio of products and solutions.

As of December 31, [removed: 2021,] [added: 2022,] the Company owned approximately [removed: 2,300] [added: 2,200] trademark registrations and trademark applications, and approximately [removed: 6,000] [added: 6,500] patents and patent applications, worldwide.

We believe that our intellectual property will continue to provide us with a competitive advantage in our [removed: core] product areas as well as provide leverage for future technologies.

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

As of December 31, [removed: 2021,] [added: 2022,] the Company had approximately [removed: 9,800] [added: 10,500] employees globally, with a majority in sales and technical roles.

Our employees work in [removed: 55] [added: 56] countries with a majority of our employees located outside of the U.S. Some portions of our business, primarily in Europe, China, and India, are subject to labor laws that differ significantly from those in the U.S. In Europe, for example, it is common for a works council to represent employees when discussing matters such as compensation, benefits, restructurings and layoffs.

We are [removed: fostering] [added: committed to leveraging] a diverse workforce where employees [removed: are encouraged to] [added: can] bring their best selves to work, [removed: and] [added: to being an inclusive workplace] where all [added: employees] are seen, heard, valued, and [removed: respected.][added: respected, and to being a recognized leader in the marketplace that values the diversity of its’ employees, customers, partners and suppliers.]

[removed: - Inclusion Networks: We] [added: Currently at Zebra, we] have [removed: a number of employee-led] [added: eight] inclusion [removed: groups including the] [added: networks:] Women’s Inclusion Network (WIN), [removed: the LGBTQ+ group called ZEAL (Zebra] [added: Zebra] Equality [removed: Alliance), the Veterans group called VETZ, the Hispanic] [added: Alliance (ZEAL), Zebra Veteran’s] Inclusion Network [removed: called UNIDOZ,] [added: (VETZ),] Zebras of African Descent (ZAD), [removed: a group advocating for inclusion] [added: Zebra Hispanic/Latinx Inclusion Network (UNIDOZ), Zebras of All Abilities (ZoAA)] and [added: Zebra’s Early Career Inclusion Network (EDGE).]

[removed: - Imbedding Inclusive Behaviors: We] [added: In addition to external outreach, we] provide a variety of training including unconscious bias awareness for all employees, interviewing bias awareness training for hiring managers, and a mandatory Inclusive Leadership workshop for all people leaders.

[removed: In 2021, we also launched] [added: There are] additional diversity and inclusion learning tools and [removed: resources,] [added: resources available for all Zebras,] including discussion forums and on-demand learning geared specifically on [removed: allyship.][added: allyship focusing on the development of our diverse talent.]

[added: - Career:] We have established talent acquisition partnerships with organizations such as [removed: Catalyst,] Society of Women Engineers (SWE), National Society of Black Engineers (NSBE), [removed: Disability IN,] [added: Disability:IN,] Hispanic Alliance for Career Enhancement (HACE), Hiring our Heroes (HOH), Out in STEM (oSTEM), as well as [removed: Historically Black Colleges and Universities] [added: Hispanic Serving Institutions] to enhance our recruitment efforts and deepen our partnerships with diverse talent.

During [removed: 2021,] [added: 2022,] compliance with U.S. federal, state and local, and foreign laws regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment did not have a material effect on our business or results of operations.

End-users of our products, solutions and services include those in the

*Matrox:* On June 3, 2022, the Company acquired Matrox Electronic Systems Ltd. (“Matrox”) for $881 million in cash, net of Matrox’s cash on-hand.

Matrox is a leading provider of advanced machine vision components and software serving multiple end-markets.

Through its acquisition, the Company significantly expands machine vision products and software offerings.

supermarket checkouts to industrial warehouse optimization to patient management in hospitals.

Our industrial machine vision platform-independent software, software development kits, smart cameras, vision controllers, frame grabbers, input/output cards, and 3D sensors capture, inspect, assess, and record data from industrial vision systems in factory automation, semiconductor inspection, pharmaceutical packaging, food & beverage, among other use cases.

We are driving a high-

In response to employee survey feedback, this year the Company implemented well-being solutions including a speaker series on resilience, a manager toolkit, and a “Be You, Be Real, Be Well” campaign.

In addition, the Company implemented zDay, a paid, company-wide day off for all eligible Zebra employees, and Focus Fridays to encourage meeting-free time on Friday afternoons.

As recognition of the Company’s strong culture and commitment to its employees, the Company ranked #42 on Newsweek’s list of America’s 100 Most Loved Workplaces, #42 on Fast Company’s list of the Best Workplaces for Innovators, #79 on Forbes’ list of America’s 500 Best Midsize Employers and was Great Place to Work-Certified™ in 2022.

We are a Company built on a community of changemakers, innovators, and doers who come together to deliver a performance edge to the front line of business.

We have continued to expand our Inclusion & Diversity program, formalized in 2018, through the launch of our Inclusion & Diversity Advisory Council in 2020, the launch of our Inclusion Champions program in 2021, and the formalization of an internal I&D goals framework in 2022.

This expansion has been enabled through our continued focus on a culture of inclusion (leveraged through our inclusion networks), embedding I&D as a component of a career at Zebra (including expanding the hiring, retention & career development of diverse talent with the support of our external outreach partnerships) and setting the foundations for wider outreach in the community (building multiple pathways for access to employment at Zebra), as well as deepening relationships with our customers through a shared vision to advance I&D.

- Culture: Our inclusion networks are employee-driven, executive sponsored communities which foster a more inclusive workplace by bringing together employees from across the business to empower, support and learn from each other.

The inclusion networks promote collaboration and host productive dialogue to help all Zebras understand the unique needs of our diverse employee populations.

In 2022, we launched The Green Herd employee network to support grassroots sustainability efforts, inspire a conservation mindset at each Zebra site, and support and develop focus areas for active employee engagement across the globe.

Additionally, we have launched employee development programs with external coaching, partnered with CEO Action’s Executive Level Mentoring Initiative.

- Community: We focus on how the Company deepens the impact that we have on the local communities we serve through aligned philanthropic activity, as well as increasing access for learning and employment opportunities within our communities.

- Customers: The Company values the opportunity to engage on the journey of advancing a culture of Inclusion & Diversity in collaboration with our customers and partners together, recognizing that we may share many similar opportunities and challenges.

Our inclusion networks have started collaborating with employee resource groups at external customers and partners to share best practices and innovate on initiatives to foster inclusive cultures, as well as hosting joint events to raise overall awareness and education.

We provide

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

Cortexica is a provider of computer vision-based artificial intelligence solutions primarily serving the retail industry.

*Profitect:* On May 31, 2019, the Company acquired Profitect, Inc. (“Profitect”) for total purchase consideration of $79 million, which consisted of $75 million in 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.

Profitect is a provider of prescriptive analytics software primarily serving the retail industry.

Through this acquisition, the Company enhanced its existing software solutions within the retail industry by combining Profitect’s platform with its existing software solutions and EVM products.

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

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

Temptime is a developer and manufacturer of temperature-monitoring labels and devices.

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

The operating results of Temptime are included within the AIT segment.

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

*Location Solution*s: We compete with a diverse group of companies marketing location solutions that are primarily based on active RFID technologies.

Competitors include: Cisco, Impinj, and Stanley Healthcare.

In 2020, we completed our efforts to diversify our product sourcing footprint by establishing production in Taiwan, Vietnam, and Malaysia and reducing reliance on Chinese-based manufacturing.

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

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

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

In 2020, we expanded our Inclusion & Diversity program, after formalizing the program in 2018, and launched our Inclusion & Diversity Advisory Council, comprised of Executive Leadership Team members and others from across the organization to oversee our strategy and champion our efforts.

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.

The Company is also fostering inclusion and diversity through the following mechanisms:

accessibility for people of all abilities called ZoAA (Zebras of All Abilities), Asians and Allies (A2Z), and EDGE (Empowering Dynamic Generational Employees) which is geared towards our Millennial and Gen Z early career professionals.

Each group is sponsored by one or more members of our Executive Leadership Team.

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

Additionally, our Inclusion Networks host a wide variety of events focused on increasing cultural competency.

- External Outreach: The Company has set aspirational program goals, striving to increase the representation of women and ethnic racial minority groups across the entire organization, including in leadership roles (director level and above).

To support these goals, we create a diverse slate of candidates wherever possible, with additional emphasis on our director level roles and above.

[removed: On] [added: Beginning in] September [removed: 29-30,] 2021, Honeywell filed patent [removed: litigation] [added: infringement] 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, [removed: Germany] [added: Germany, Netherlands,] and China.

Honeywell [removed: has] made substantially similar allegations of patent infringement in all cases filed.

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

The remedies sought in these lawsuits [removed: include] [added: included] damages and injunctive relief.

The same Zebra products and technology [removed: are] [added: were] implicated in all of the lawsuits.

Zebra vigorously defended against these infringement allegations.

In February 2022, Zebra filed patent infringement lawsuits against Honeywell in multiple jurisdictions, including the International Trade Commission and Federal District Court in the Eastern District of New York in the United States, as well as foreign courts in the United Kingdom, Germany and China.

Zebra’s allegations against Honeywell in each case varied based on the underlying technology in the Zebra patent that is alleged to have been infringed by Honeywell.

The technology addressed in the various actions includes scan engine functionality generally, distance scanning, power management and security.

The Honeywell products that are accused of infringing Zebra’s patents in the various actions include scan engines and components thereof, barcode scanners, mobile computers, RFID printers and other wireless devices.

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

In June 2022, the parties resolved their disputes and entered into a License and Settlement Agreement (“Settlement”).

All pending matters between the parties were dismissed.

The following are the relevant terms disclosed in Zebra’s Form 8-K filed on June 30, 2022: Under the Settlement, the Company and Honeywell each deny liability and agreed to a mutual general release from all past claims; entered into a covenant not to sue for patent infringement; agreed to a payment by the Company to Honeywell for past damages of $360 million which was charged in the Company’s second quarter 2022 results and will be paid in equal quarterly installments over eight quarters; and entered into a royalty-free cross-license with respect to each party’s existing patent portfolio for the lives of the licensed patents.

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: 2021][added: 2022]

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, July [removed: 3, 2021,] [added: 2, 2022,] was [removed: $28.6] [added: $15.4] billion.

As of February [removed: 3, 2022,] [added: 9, 2023,] there were [removed: 53,079,740] [added: 51,404,742] 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: 12, 2022,] [added: 11, 2023,] are incorporated by reference into Part III of this report, as indicated herein.

YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| Item 1. | | | | | | [removed: [Business](#i8b3efcd49975499e8d441e540c06cacb_13)] [added: [Business](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_13)] | | | [removed: [4](#i8b3efcd49975499e8d441e540c06cacb_13)] [added: [4](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_13)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i8b3efcd49975499e8d441e540c06cacb_16)] [added: Factors](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_16)] | | | [removed: [13](#i8b3efcd49975499e8d441e540c06cacb_16)] [added: [13](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_16)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i8b3efcd49975499e8d441e540c06cacb_19)] [added: Comments](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_19)] | | | [removed: [22](#i8b3efcd49975499e8d441e540c06cacb_19)] [added: [23](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_19)] | | |

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| Item 3. | | | | | | [Legal [removed: Proceedings](#i8b3efcd49975499e8d441e540c06cacb_25)] [added: Proceedings](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_25)] | | | [removed: [23](#i8b3efcd49975499e8d441e540c06cacb_25)] [added: [23](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_25)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i8b3efcd49975499e8d441e540c06cacb_28)] [added: Disclosures](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_28)] | | | [removed: [23](#i8b3efcd49975499e8d441e540c06cacb_28)] [added: [23](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_28)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8b3efcd49975499e8d441e540c06cacb_34)] [added: Securities](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_34)] | | | [removed: [24](#i8b3efcd49975499e8d441e540c06cacb_34)] [added: [24](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_34)] | | |

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| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8b3efcd49975499e8d441e540c06cacb_40)] [added: Operations](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_40)] | | | [removed: [27](#i8b3efcd49975499e8d441e540c06cacb_40)] [added: [27](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_40)] | | |

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| | | | | | | [Liquidity and Capital [removed: Resources](#i8b3efcd49975499e8d441e540c06cacb_49)] [added: Resources](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_49)] | | | [removed: [34](#i8b3efcd49975499e8d441e540c06cacb_49)] [added: [33](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_49)] | | |

| | | | | | | [Critical [removed: Accounting](#i8b3efcd49975499e8d441e540c06cacb_55) [Estimates](#i8b3efcd49975499e8d441e540c06cacb_55)] [added: Accounting Estimates](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_55)] | | | [removed: [36](#i8b3efcd49975499e8d441e540c06cacb_55)] [added: [35](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_55)] | | |

| | | | | | | [New Accounting [removed: Pronouncements](#i8b3efcd49975499e8d441e540c06cacb_58)] [added: Pronouncements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_58)] | | | [removed: [37](#i8b3efcd49975499e8d441e540c06cacb_58)] [added: [36](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_58)] | | |

| | | | | | | [Non-GAAP [removed: Measures](#i8b3efcd49975499e8d441e540c06cacb_61)] [added: Measures](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_61)] | | | [removed: [37](#i8b3efcd49975499e8d441e540c06cacb_61)] [added: [36](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_61)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8b3efcd49975499e8d441e540c06cacb_64)] [added: Risk](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_64)] | | | [removed: [39](#i8b3efcd49975499e8d441e540c06cacb_64)] [added: [37](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_64)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i8b3efcd49975499e8d441e540c06cacb_67)] [added: Data](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_67)] | | | [removed: [40](#i8b3efcd49975499e8d441e540c06cacb_67)] [added: [38](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_67)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i8b3efcd49975499e8d441e540c06cacb_70)] [added: Firm](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] | | | [removed: [41](#i8b3efcd49975499e8d441e540c06cacb_70)] [added: [39](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i8b3efcd49975499e8d441e540c06cacb_73)] [added: Sheets](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] | | | [removed: [43](#i8b3efcd49975499e8d441e540c06cacb_73)] [added: [41](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#i8b3efcd49975499e8d441e540c06cacb_76)] [added: Operations](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] | | | [removed: [44](#i8b3efcd49975499e8d441e540c06cacb_76)] [added: [42](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i8b3efcd49975499e8d441e540c06cacb_79)] [added: Income](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] | | | [removed: [45](#i8b3efcd49975499e8d441e540c06cacb_79)] [added: [43](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i8b3efcd49975499e8d441e540c06cacb_82)] [added: Equity](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] | | | [removed: [46](#i8b3efcd49975499e8d441e540c06cacb_82)] [added: [44](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i8b3efcd49975499e8d441e540c06cacb_85)] [added: Flows](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] | | | [removed: [47](#i8b3efcd49975499e8d441e540c06cacb_85)] [added: [45](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i8b3efcd49975499e8d441e540c06cacb_88)] [added: Statements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] | | | [removed: [48](#i8b3efcd49975499e8d441e540c06cacb_88)] [added: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] | | |

| | | | | | | [Note 1: Description of Business and Basis of [removed: Presentation](#i8b3efcd49975499e8d441e540c06cacb_91)] [added: Presentation](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_91)] | | | [removed: [48](#i8b3efcd49975499e8d441e540c06cacb_91)] [added: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_91)] | | |

| | | | | | | [Note 2: Significant Accounting [removed: Policies](#i8b3efcd49975499e8d441e540c06cacb_94)] [added: Policies](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_94)] | | | [removed: [48](#i8b3efcd49975499e8d441e540c06cacb_94)] [added: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_94)] | | |

| | | | | | | [Note 3: [removed: Revenues](#i8b3efcd49975499e8d441e540c06cacb_97)] [added: Revenues](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_97)] | | | [removed: [52](#i8b3efcd49975499e8d441e540c06cacb_97)] [added: [50](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_97)] | | |

| | | | | | | [Note 4: [removed: Inventories](#i8b3efcd49975499e8d441e540c06cacb_100)] [added: Inventories](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_100)] | | | [removed: [54](#i8b3efcd49975499e8d441e540c06cacb_100)] [added: [52](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_100)] | | |

| | | | | | | [Note 5: Business [removed: Acquisitions](#i8b3efcd49975499e8d441e540c06cacb_103)] [added: Acquisitions](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_103)] | | | [removed: [54](#i8b3efcd49975499e8d441e540c06cacb_103)] [added: [52](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_103)] | | |

| | | | | | | [Note 6: Goodwill and Other [removed: Intangibles](#i8b3efcd49975499e8d441e540c06cacb_106)] [added: Intangibles](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_106)] | | | [removed: [59](#i8b3efcd49975499e8d441e540c06cacb_106)] [added: [56](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_106)] | | |

| | | | | | | [Note 7: Property, Plant and [removed: Equipment](#i8b3efcd49975499e8d441e540c06cacb_109)] [added: Equipment](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_109)] | | | [removed: [60](#i8b3efcd49975499e8d441e540c06cacb_109)] [added: [57](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_109)] | | |

| | | | | | | [Note 8: [removed: Investments](#i8b3efcd49975499e8d441e540c06cacb_112)] [added: Investments](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_112)] | | | [removed: [60](#i8b3efcd49975499e8d441e540c06cacb_112)] [added: [57](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_112)] | | |

| | | | | | | [Note 9: Exit and Restructuring [removed: Costs](#i8b3efcd49975499e8d441e540c06cacb_115)] [added: Costs](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_115)] | | | [removed: [61](#i8b3efcd49975499e8d441e540c06cacb_115)] [added: [57](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_115)] | | |

| | | | | | | [Note 10: Fair Value [removed: Measurements](#i8b3efcd49975499e8d441e540c06cacb_118)] [added: Measurements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_118)] | | | [removed: [61](#i8b3efcd49975499e8d441e540c06cacb_118)] [added: [57](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_118)] | | |

| | | | | | | [Note 11: Derivative [removed: Instruments](#i8b3efcd49975499e8d441e540c06cacb_121)] [added: Instruments](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_121)] | | | [removed: [62](#i8b3efcd49975499e8d441e540c06cacb_121)] [added: [58](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_121)] | | |

| | | | | | | [Note 12: Long-Term [removed: Debt](#i8b3efcd49975499e8d441e540c06cacb_124)] [added: Debt](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_124)] | | | [removed: [64](#i8b3efcd49975499e8d441e540c06cacb_124)] [added: [61](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_124)] | | |

| [PART I](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_10) | | | | | | | | | | | |

| [PART II](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_31) | | | | | | | | | | | |

| | | | | | | [Overview](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_43) | | | [27](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_43) | | |

| [PART III](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_169) | | | | | | | | | | | |

| [PART IV](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_187) | | | | | | | | | | | |

| [Signatures](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_196) | | | | | | | | | [83](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_196) | | |

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

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

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

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

| [PART IV](#i8b3efcd49975499e8d441e540c06cacb_184) | | | | | | | | | | | |

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

As of December 31, [removed: 2021,] [added: 2022,] the Company owned three laboratory and warehouse facilities located in the U.S., U.K., and Canada.

As of December 31, [removed: 2021,] [added: 2022,] the Company had a total of [removed: 125] [added: 117] leased facilities with locations spread globally; [removed: 38] [added: 41] of which are located in the U.S. and [removed: 87] [added: 76] of which are located in other countries.

As of February [removed: 3, 2022,] [added: 9, 2023,] the last reported price for the Company’s Class A Common Stock was [removed: $508.30] [added: $316.56] per share, and there were [removed: 94] [added: 91] registered stockholders of record for Zebra’s Class A Common Stock.

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended December 31, [removed: 2021.][added: 2022.]

(1)On [removed: July 30, 2019,] [added: May 17, 2022,] the Company announced that its Board of Directors authorized a share repurchase program for up to [removed: an aggregate amount of] $1 billion of its outstanding shares of common stock.

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, and the S&P 500 Information Technology Index for the five years ended December 31, [removed: 2021.][added: 2022.]

The comparison assumes that $100 was invested in each of the Company’s Class A Common Stock, the S&P 500 Index, and the S&P 500 Information Technology Index as of the market close on December 31, [removed: 2016.][added: 2017.]

[removed: ][added: ]

| Value at each year-end of $100 initial investment made on December 31, [removed: 2016] [added: 2017] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 2, 2022 - October 29, 2022 | | | | | | 187,024 | | | | | | $ | 267.33 | | | | | 187,024 | | | | | | $ | 992 | |

| October 30, 2022 - November 26, 2022 | | | | | | 12 | | | | | | 282.67 | | | | | | 12 | | | | | | 992 | | |

| November 27, 2022 - December 31, 2022 | | | | | | 187,629 | | | | | | 250.50 | | | | | | 187,629 | | | | | | 945 | | |

| Total | | | | | | 374,665 | | | | | | $ | 258.90 | | | | | 374,665 | | | | | | $ | 945 | |

This authorization augments the previous $1 billion share repurchase authorization which was announced on July 30, 2019.

As of December 31, 2022, the Company has cumulatively repurchased 3,323,283 shares of common stock for approximately $1.1 billion, resulting in a remaining amount of share repurchases authorized under the plans of $945 million.

| | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | |

| Zebra Technologies Corporation | | | | | | $ | 100.00 | | | | | $ | 153.40 | | | | | $ | 246.09 | | | | | $ | 370.26 | | | | | $ | 573.41 | | | | | $ | 247.02 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.89 | |

| S&P 500 Information Technology | | | | | | $ | 100.00 | | | | | $ | 99.71 | | | | | $ | 149.86 | | | | | $ | 215.63 | | | | | $ | 290.08 | | | | | $ | 208.30 | |

| 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 | |

The program does not have a stated expiration date.

| | | | | | | 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 | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: [removed: 42)](#i8b3efcd49975499e8d441e540c06cacb_70)] [added: 42)](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] | | | [removed: [41](#i8b3efcd49975499e8d441e540c06cacb_70)] [added: [39](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i8b3efcd49975499e8d441e540c06cacb_73)] [added: 2021](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] | | | [removed: [43](#i8b3efcd49975499e8d441e540c06cacb_73)] [added: [41](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i8b3efcd49975499e8d441e540c06cacb_76)] [added: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] | | | [removed: [44](#i8b3efcd49975499e8d441e540c06cacb_76)] [added: [42](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i8b3efcd49975499e8d441e540c06cacb_79)] [added: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] | | | [removed: [45](#i8b3efcd49975499e8d441e540c06cacb_79)] [added: [43](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i8b3efcd49975499e8d441e540c06cacb_82)] [added: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] | | | [removed: [46](#i8b3efcd49975499e8d441e540c06cacb_82)] [added: [44](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i8b3efcd49975499e8d441e540c06cacb_85)] [added: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] | | | [removed: [47](#i8b3efcd49975499e8d441e540c06cacb_85)] [added: [45](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8b3efcd49975499e8d441e540c06cacb_88)] [added: Statements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] | | | [removed: [48](#i8b3efcd49975499e8d441e540c06cacb_88)] [added: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] | | |

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes [removed: 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 10, 2022] [added: 16, 2023] expressed an unqualified opinion thereon.

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

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

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

| 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 significant operating jurisdictions to assist in the evaluation of the Company’s tax [removed: obligations. We evaluated the Company’s transactional flows to assess whether they aligned with the Company’s strategic] [added: obligations] and [removed: operational shifts. We made inquiries] [added: the application] of [removed: management and inspected internally and externally prepared documentation to understand current disputes and uncertain] [added: significant] tax [removed: positions.] [added: law changes.] We assessed the completeness of the tax matters [removed: identified and] [added: identified,] evaluated the Company’s assessment regarding the related [removed: status, potential exposure] [added: status] and [removed: risk of loss. We] [added: potential exposure,] assessed the [removed: consistency of assumptions used in estimating provisions for key] [added: Company’s computations resulting from significant] tax [removed: exposures] [added: law changes] and evaluated the adequacy of the Company’s disclosures of tax and ongoing tax matters. | | |

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 332] [added: 105] | | | | | $ | [removed: 168] [added: 332] | |

| Accounts receivable, net of allowances for doubtful accounts of $1 million each as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: 752] [added: 768] | | | | | | [removed: 508] [added: 752] | | |

| Inventories, net | | | [removed: 491] [added: 860] | | | | | | [removed: 511] [added: 491] | | |

| Income tax receivable | | | [removed: 8] [added: 26] | | | | | | [removed: 16] [added: 8] | | |

| Prepaid expenses and other current assets | | | [removed: 106] [added: 124] | | | | | | [removed: 70] [added: 106] | | |

| Total Current assets | | | [removed: 1,689] [added: 1,883] | | | | | | [removed: 1,273] [added: 1,689] | | |

| Property, plant and equipment, net | | | [removed: 272] [added: 278] | | | | | | [removed: 274] [added: 272] | | |

| Right-of-use lease assets | | | [removed: 131] [added: 156] | | | | | | [removed: 135] [added: 131] | | |

| Goodwill | | | [removed: 3,265] [added: 3,899] | | | | | | [removed: 2,988] [added: 3,265] | | |

| Other intangibles, net | | | [removed: 469] [added: 630] | | | | | | [removed: 402] [added: 469] | | |

| Deferred income taxes | | | [removed: 192] [added: 407] | | | | | | [removed: 139] [added: 192] | | |

| Other long-term assets | | | [removed: 197] [added: 276] | | | | | | [removed: 164] [added: 197] | | |

| Total Assets | | | $ | [removed: 6,215] [added: 7,529] | | | | | $ | [removed: 5,375] [added: 6,215] | |

| Current portion of long-term debt | | | $ | [removed: 69] [added: 214] | | | | | $ | [removed: 364] [added: 69] | |

| Accounts payable | | | [removed: 700] [added: 811] | | | | | | [removed: 601] [added: 700] | | |

| Accrued liabilities | | | [removed: 639] [added: 744] | | | | | | [removed: 559] [added: 639] | | |

| Deferred revenue | | | [removed: 380] [added: 425] | | | | | | [removed: 308] [added: 380] | | |

| Income taxes payable | | | [removed: 12] [added: 138] | | | | | | [removed: 19] [added: 12] | | |

| Total Current liabilities | | | [removed: 1,800] [added: 2,332] | | | | | | [removed: 1,851] [added: 1,800] | | |

| Long-term debt | | | [removed: 922] [added: 1,809] | | | | | | [removed: 881] [added: 922] | | |

| Long-term lease liabilities | | | [removed: 121] [added: 139] | | | | | | [removed: 129] [added: 121] | | |

| Deferred income taxes | | | [removed: 6] [added: 75] | | | | | | [removed: —] [added: 6] | | |

| Long-term deferred revenue | | | [removed: 315] [added: 333] | | | | | | [removed: 273] [added: 315] | | |

| Other long-term liabilities | | | [removed: 67] [added: 108] | | | | | | [removed: 97] [added: 67] | | |

| Total Liabilities | | | [removed: 3,231] [added: 4,796] | | | | | | 3,231 | | |

Acquisition of Matrox Electronic Systems Ltd. – Valuation of Intangible Assets

| Description of the Matter | | | During 2022, the Company completed its acquisition of Matrox Electronic Systems Ltd. (“Matrox”) for net consideration of $881 million, as disclosed in Note 5 to the consolidated financial statements. The Company’s accounting for the acquisition required it to determine 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, in particular, 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 range of reasonable rates that was independently developed using publicly available market data for comparable entities. | | |

| Settlement and related costs | | | 372 | | | | | | — | | | | | | — | | |

| Other (loss) income, net: | | | | | | | | | | | | | | | | | |

| Net income | | | $ | 463 | | | | | $ | 837 | | | | | $ | 504 | |

| Repurchase of common stock | | | | | | (2,027,542) | | | | | | — | | | | | | — | | | | | | (751) | | | | | | — | | | | | | — | | | | | | (751) | | |

| Balance at December 31, 2022 | | | | | | 51,451,500 | | | | | | $ | 1 | | | | | $ | 561 | | | | | $ | (1,799) | | | | | $ | 4,036 | | | | | $ | (66) | | | | | $ | 2,733 | |

| Net income | | | $ | 463 | | | | | $ | 837 | | | | | $ | 504 | |

| Legal settlement liability | | | 225 | | | | | | — | | | | | | — | | |

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

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

Goodwill is tested annually for impairment, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.

Printers are warrantied from one to two years, depending on the model.

The Company did not adopt any material new accounting standards during the year ended December 31, 2022.

| AIT | | | $ | 1,641 | | | | | $ | 95 | | | | | $ | 1,736 | |

| EVM | | | 3,274 | | | | | | 771 | | | | | | 4,045 | | |

| Total | | | $ | 4,915 | | | | | $ | 866 | | | | | $ | 5,781 | |

| AIT | | | $ | 1,563 | | | | | $ | 94 | | | | | $ | 1,657 | |

| EVM | | | 3,282 | | | | | | 694 | | | | | | 3,976 | | |

| AIT | | | $ | 1,286 | | | | | $ | 83 | | | | | $ | 1,369 | |

| EVM | | | 2,527 | | | | | | 559 | | | | | | 3,086 | | |

*Matrox*

On June 3, 2022, the Company acquired Matrox Electronic Systems Ltd. (“Matrox”), a developer of advanced machine vision components and software.

Through its acquisition of Matrox, the Company significantly expanded its machine vision products and software offerings.

The Company’s final purchase consideration was $881 million comprised of cash paid, net of Matrox’s cash on-hand.

In connection with the acquisition of Matrox, the Company granted $13 million of cash-settled RSUs to certain employees in the second quarter, which are attributable to service to be rendered subsequent to the acquisition and will generally be expensed over a 3-year service period.

stock options.

| | | | | | |

| | | | | | |

| | | | | | |

The Company incurred $21 million of acquisition-related costs in 2022, primarily related to third-party and advisory fees associated with the Matrox acquisition.

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

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

| Matrox acquisition | | | — | | | | | | 640 | | | | | | 640 | | |

| Antuit purchase price allocation adjustments | | | — | | | | | | (4) | | | | | | (4) | | |

| Goodwill as of December 31, 2022 | | | $ | 169 | | | | | $ | 3,730 | | | | | $ | 3,899 | |

| | | | | | |

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

| 2027 | | | 78 | | |

February 10, 2022

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

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

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

| Balance at December 31, 2018 | | | | | | 53,871,184 | | | | | | $ | 1 | | | | | $ | 294 | | | | | $ | (613) | | | | | $ | 1,688 | | | | | $ | (35) | | | | | $ | 1,335 | |

| Repurchase of common stock | | | | | | (237,886) | | | | | | — | | | | | | — | | | | | | (47) | | | | | | — | | | | | | — | | | | | | (47) | | |

| Payments of debt extinguishment costs | | | — | | | | | | — | | | | | | (1) | | |

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

Goodwill is not amortized, rather it is tested annually for impairment, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

The income approach requires management to estimate a number of factors for each reporting unit, including

The Company also considers shipping and handling activities as part of its fulfillment costs and not as a separate performance obligation.

We account for acquired businesses using the acquisition method of accounting.

elements of these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period, which is up to one year after the acquisition date.

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.

In March 2020, the FASB issued Accounting Standards Update ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).

Subject to meeting certain criteria, ASU 2020-04 provides optional expedients and exceptions to applying contract modification accounting under existing generally accepted accounting principles for contracts that are modified to address the phase out of the London Inter-bank Offered Rate (“LIBOR”).

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 | | |

| AIT | | | $ | 1,298 | | | | | $ | 94 | | | | | $ | 1,392 | |

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

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

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

| Total | | | $ | 3,907 | | | | | $ | 578 | | | | | $ | 4,485 | |

and 2020, respectively.

While we believe these estimates provide a reasonable basis to record the net assets acquired, the purchase price allocation is considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date.

| | | | Fair Value (in millions) | | | | | | Useful Life (in years) | | |

During the fourth quarter of 2021, the Company recorded measurement period adjustments relating to facts and circumstances existing as of the acquisition date, which are included in the preliminary purchase price allocation above.

The primary measurement period adjustment was related to the realizability of income tax net operating losses, resulting in a $33 million increase in net deferred tax assets and a corresponding decrease in goodwill.

The Company has not included unaudited pro forma results, as if Fetch had been acquired as of January 1, 2020, as doing so would not yield materially different results.

The Company has not included unaudited pro forma results, as if Adaptive Vision had been acquired as of January 1, 2020, as doing so would not yield materially different results.

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.

See additional details related to the Company’s debt arrangements in Note 12, *Long-Term Debt.*

In 2021, the Company finalized the purchase price allocation and recorded measurement period adjustments consisting of a $9 million increase to the trade name intangible asset and a $2 million increase to deferred tax liabilities resulting in a $7 million reduction of goodwill.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on this assessment and those criteria, our management believes that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Zebra Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes, and our report dated February [removed: 10, 2022] [added: 16, 2023] expressed an unqualified opinion thereon.

[removed: /s/Ernst] [added: /s/ Ernst] & Young LLP

Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Matrox Electronic Systems Ltd., which are included in our 2022 consolidated financial statements and constituted 1% of total assets as of December 31, 2022, and 1% of revenues for the year then ended.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Matrox Electronic Systems Ltd., which is included in the 2022 consolidated financial statements of the Company and constituted 1% of total assets as of December 31, 2022, and 1% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Matrox Electronic Systems Ltd.

February 16, 2023

February 10, 2022

| | | | | | | [Report of Independent Registered Public Accounting Firm [removed: (PC](#i8b3efcd49975499e8d441e540c06cacb_70)[AOB ID:](#i8b3efcd49975499e8d441e540c06cacb_70) 42[)](#i8b3efcd49975499e8d441e540c06cacb_70)] [added: (PC](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)[AOB ID:](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70) 42[)](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] | | | [removed: [41](#i8b3efcd49975499e8d441e540c06cacb_70)] [added: [39](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] | | |

| | | | | | | [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i8b3efcd49975499e8d441e540c06cacb_73)] [added: 2021](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] | | | [removed: [43](#i8b3efcd49975499e8d441e540c06cacb_73)] [added: [41](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] | | |

| | | | | | | [Consolidated Statements of Operations for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i8b3efcd49975499e8d441e540c06cacb_76)] [added: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] | | | [removed: [44](#i8b3efcd49975499e8d441e540c06cacb_76)] [added: [42](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i8b3efcd49975499e8d441e540c06cacb_79)] [added: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] | | | [removed: [45](#i8b3efcd49975499e8d441e540c06cacb_79)] [added: [43](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i8b3efcd49975499e8d441e540c06cacb_82)] [added: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] | | | [removed: [46](#i8b3efcd49975499e8d441e540c06cacb_82)] [added: [44](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019](#i8b3efcd49975499e8d441e540c06cacb_85)] [added: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] | | | [removed: [47](#i8b3efcd49975499e8d441e540c06cacb_85)] [added: [45](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i8b3efcd49975499e8d441e540c06cacb_88)] [added: Statements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] | | | [removed: [48](#i8b3efcd49975499e8d441e540c06cacb_88)] [added: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] | | |

| 3.1(ii) | | | | | | [Amended and Restated By-laws of Zebra Technologies Corporation, as amended as [removed: of August 6, 2021](https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000168/ex31.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/877212/000087721222000130/exhibit3-1ztcxamendedandre.htm) [December 5, 2022](https://www.sec.gov/Archives/edgar/data/877212/000087721222000130/exhibit3-1ztcxamendedandre.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: August 10, 2021] [added: December 8, 2022] | | | | | | | | |

| 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) | | | | | | [added: 10-K] | | | | | | [added: 10.6] | | | | | | [added: December 31, 2021] | | | | | | [removed: X] | | |

| [removed: 10.9] [added: 10.11] | | | | | | [Form of [removed: 2012] [added: 2013-16] time-vested stock appreciation rights agreement for employees other than CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000119312512328162/d358276dex101.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | [removed: June] [added: March] 30, [removed: 2012] [added: 2013] | | | | | | | | |

| [removed: 10.10] [added: 10.12] | | | | | | [Form of [removed: 2013-16] [added: 2017] time-vested stock appreciation rights agreement for employees other than CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex101.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a101exhibit10-1x2017saroth.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | [removed: March 30, 2013] [added: April 1, 2017] | | | | | | | | |

| [removed: 10.11] [added: 10.19] | | | | | | [Form of 2017 time-vested stock appreciation rights agreement for [removed: employees other than] CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a101exhibit10-1x2017saroth.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a102exhibit10-2x2017saragr.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.2] | | | | | | April 1, 2017 | | | | | | | | |

| [removed: 10.12] [added: 10.13] | | | | | | [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: 10.13] [added: 10.14] | | | | | | [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: 10.14] [added: 10.15] | | | | | | [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: 10.15] [added: 10.16] | | | | | | [Form of 2021 stock settled stock appreciation rights agreement for employees other than the CEO. [removed: +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit103.htm >)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit103.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | July 3, 2021 | | | | | | | | |

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

| [removed: 10.17] [added: 10.21] | | | | | | [Form of [removed: 2017 time-vested] [added: 2019] stock appreciation rights agreement for CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a102exhibit10-2x2017saragr.htm)] [added: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1052019gustafssonsar.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.5] | | | | | | [removed: April 1, 2017] [added: June 29, 2019] | | | | | | | | |

| [removed: 10.18] [added: 10.20] | | | | | | [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: 10.19] [added: 10.22] | | | | | | [Form of [removed: 2019] [added: 2020] stock appreciation rights agreement for CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1052019gustafssonsar.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex105-2020gustafssonsa.htm)] | | | | | | 10-Q | | | | | | 10.5 | | | | | | June [removed: 29, 2019] [added: 27, 2020] | | | | | | | | |

| [removed: 10.20] [added: 10.30] | | | | | | [Form of [removed: 2020] [added: 2021 time-vested restricted] stock [removed: appreciation rights] [added: unit] agreement for CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex105-2020gustafssonsa.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit105.htm)] | | | | | | 10-Q | | | | | | 10.5 | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | | | |

| [removed: 10.22] [added: 10.24] | | | | | | [Form of [removed: 2019] [added: 2021] time-vested restricted stock [added: unit] agreement for employees other than the CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1032019tvrsfinal.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit102.htm)] | | | | | | 10-Q | | | | | | [removed: 10.3] [added: 10.2] | | | | | | [removed: June 29, 2019] [added: July 3, 2021] | | | | | | | | |

| [removed: 10.24] [added: 10.27] | | | | | | [Form of [removed: 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] [added: 2021 performance-vested restricted stock unit agreement] for employees other than the CEO. [removed: +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit102.htm >)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit101.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.1] | | | | | | July 3, 2021 | | | | | | | | |

| [removed: 10.25] [added: 10.28] | | | | | | [Form of [removed: 2019] [added: 2022] performance-vested restricted stock [added: unit] agreement for employees other than [removed: CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1012019pvrsagreement.htm)] [added: CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex101formof2022performan.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | [removed: June 29, 2019] [added: July 2, 2022] | | | | | | | | |

| [removed: 10.27] [added: 10.33] | | | | | | [removed: [F](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit101.htm >)[orm] [added: [Form] of 2021 performance-vested restricted stock unit agreement for [removed: employees other than the] CEO. [removed: +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit101.htm >)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.4] | | | | | | July 3, 2021 | | | | | | | | |

| [removed: 10.28] [added: 10.31] | | | | | | [Form of [removed: 2019] [added: 2022] time-vested restricted stock [added: unit] agreement for [removed: CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1062019gustafssontvr.htm)] [added: CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex105formof2022time-vest.htm)] | | | | | | 10-Q | | | | | | [removed: 10.6] [added: 10.5] | | | | | | [removed: June 29, 2019] [added: July 2, 2022] | | | | | | | | |

| [removed: 10.30] [added: 10.25] | | | | | | [Form of [removed: 2021] [added: 2022] time-vested restricted stock [added: unit] agreement for [added: employees other than the] CEO. [removed: +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit105.htm >)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex102formof2022time-rest.htm)] | | | | | | 10-Q | | | | | | [removed: 10.5] [added: 10.2] | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | | | |

| [removed: 10.31] [added: 10.34] | | | | | | [Form of [removed: 2019] [added: 2022] performance-vested restricted stock [added: unit] agreement for [removed: CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1042019gustafssonpvr.htm)] [added: CEO+](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex104formof2022performan.htm)] | | | | | | 10-Q | | | | | | 10.4 | | | | | | [removed: June 29, 2019] [added: July 2, 2022] | | | | | | | | |

| [removed: 10.34] [added: 10.35] | | | | | | [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: 10.35] [added: 10.36] | | | | | | [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: 10.36] [added: 10.37] | | | | | | [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 | | | | | | | | |

| [removed: 10.37] [added: 10.39] | | | | | | [Conformed Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018 and Amendment No. 2 dated August 9, 2019), by and among Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.](http://www.sec.gov/Archives/edgar/data/877212/000087721219000034/exhibit102conformedcre.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | September 28, 2019 | | | | | | | | |

| [removed: 10.38] [added: 10.40] | | | | | | [364-Day Credit Agreement dated September 1, 2020, by and among, Zebra, the lenders party thereto, and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/877212/000087721220000169/exhibit10.htm) | | | | | | 10-Q | | | | | | 10 | | | | | | September 26, 2020 | | | | | | | | |

| [removed: 10.39] [added: 10.41] | | | | | | [Office Lease dated November 14, 2013 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1034leaseoverlookpoint.htm) | | | | | | 10-K | | | | | | 10.34 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.40] [added: 10.42] | | | | | | [First Amendment to Lease dated June 6, 2014 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1035exhibitamendmentto3op.htm) | | | | | | 10-K | | | | | | 10.35 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.41] [added: 10.44] | | | | | | [Receivables Purchase Agreement dated as of December 1, 2017 among Zebra Technologies International, LLC, as the Originator, and Zebra Technologies RSC, LLC, as Buyer.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1036exhibitreceivablespur.htm) | | | | | | 10-K | | | | | | 10.36 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.42] [added: 10.45] | | | | | | [Receivables Financing Agreement, dated as of December 1, 2017, by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1037exhibitreceivablesfin.htm) | | | | | | 10-K | | | | | | 10.37 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.43] [added: 10.46] | | | | | | [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, [removed: LLC](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000066/exhibit10.htm >)] [added: LLC](https://www.sec.gov/Archives/edgar/data/877212/000087721221000066/exhibit10.htm)] | | | | | | 10-Q | | | | | | 10 | | | | | | April 3, 2021 | | | | | | | | |

| [removed: 10.44] [added: 10.47] | | | | | | [Master Accounts Receivable Purchase Agreement dated December 19, 2018 among Zebra Technologies Europe Limited, Zebra Technologies Corporation, and MUFG Bank, Ltd.](http://www.sec.gov/Archives/edgar/data/877212/000087721219000011/a1043marpa.htm) | | | | | | 10-K | | | | | | 10.43 | | | | | | December 31, 2018 | | | | | | | | |

| [removed: 10.45] [added: 10.48] | | | | | | [Master Framework Agreement dated April 29, 2020 among Zebra Technologies Europe Limited, Zebra Technologies Asia Pacific PTE.LTD., Zebra Technologies Corporation, Ester Finance Titrisation, Credit Agricole Corporate & Investment Bank and Credit Agricole Leasing & Factoring](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex107-zebraxmasterframew.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | June 27, 2020 | | | | | | | | |

| 10.9 | | | | | | [Letter Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of March 1, 2023 +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000130/exhibit10-2xexecutivechair.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | December 8, 2022 | | | | | | | | |

| 10.10 | | | | | | [Employment Agreement between Zebra Technologies Corporation and William Burns dated as of March 1, 2023 +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000130/exhibit10-1xemploymentagre.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | December 8, 2022 | | | | | | | | |

| 10.17 | | | | | | [Form of 2022 stock appreciation rights agreement for employees other than the CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex103formof2022stocksett.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | July 2, 2022 | | | | | | | | |

| 10.38 | | | | | | [Conformed Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018, Amendment No. 2 dated August 9, 2019, and Amendment No. 3 dated May 25, 2022), by and among, Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex107conformedamendedand.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | July 2, 2022 | | | | | | | | |

| 10.43 | | | | | | [Second Amendment to Lease dated as of June 1, 2022 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex106secondamendmenttole.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | July 2, 2022 | | | | | | | | |

| 10.21 | | | | | | [Form of 2012 time-vested stock appreciation rights agreement for non-employee directors. +](http://www.sec.gov/Archives/edgar/data/877212/000119312512328162/d358276dex107.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | June 30, 2012 | | | | | | | | |

| 10.33 | | | | | | [F](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit104.htm >)[orm of 2021 performance-vested 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. +](<https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000156/exhibit104.htm >) | | | | | | 10-Q | | | | | | 10.4 | | | | | | July 3, 2021 | | | | | | | | |

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: 10th] [added: 16th] day of February [removed: 2022.][added: 2023.]

| /s/ Anders Gustafsson Anders Gustafsson | | | Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Nathan Winters Nathan Winters | | | Chief Financial Officer (Principal Financial Officer) | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Colleen M. O’Sullivan Colleen M. O’Sullivan | | | Senior Vice President, Chief Accounting [removed: and Treasury] Officer (Principal Accounting Officer) | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Michael A. Smith Michael A. Smith | | | Director and Chairman of the Board of Directors | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Linda M. Connly Linda M. Connly | | | Director | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Ross W. Manire Ross W. Manire | | | Director | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Richard L. Keyser Richard L. Keyser | | | Director | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Janice M. Roberts Janice M. Roberts | | | Director | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Chirantan J. Desai Chirantan J. Desai | | | Director | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Frank B. Modruson Frank B. Modruson | | | Director | | | February [removed: 10, 2022] [added: 16, 2023] | | |

| /s/ Nelda J. Connors Nelda J. Connors | | | Director | | | February [removed: 10, 2022] [added: 16, 2023] | | |