Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			39
Consolidated Balance Sheets as of December 31, 2022 and 2021			41
Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020			42
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020			43
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021, and 2020			44
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020			45
Notes to Consolidated Financial Statements			46

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Zebra Technologies Corporation

Opinion on the Financial Statements

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

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) 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 critical audit 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for Income Taxes


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


How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s identification of and accounting for the tax impact of changes in the business or significant changes in tax laws. This included controls over the Company’s evaluation of tax law changes, the evaluation of cross-jurisdictional transactions and the Company’s tax technical assessment over those changes and/or transactions. We involved our tax professionals in the Company’s significant operating jurisdictions to assist in the evaluation of the Company’s tax obligations and the application of significant tax law changes. We assessed the completeness of the tax matters identified, evaluated the Company’s assessment regarding the related status and potential exposure, assessed the Company’s computations resulting from significant tax law changes and evaluated the adequacy of the Company’s disclosures of tax and ongoing tax matters.

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.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2005.

Chicago, Illinois

February 16, 2023

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)


	December 31,
	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	105	$	332
Accounts receivable, net of allowances for doubtful accounts of $1 million each as of December 31, 2022 and 2021	768		752
Inventories, net	860		491
Income tax receivable	26		8
Prepaid expenses and other current assets	124		106
Total Current assets	1,883		1,689
Property, plant and equipment, net	278		272
Right-of-use lease assets	156		131
Goodwill	3,899		3,265
Other intangibles, net	630		469
Deferred income taxes	407		192
Other long-term assets	276		197
Total Assets	$	7,529	$	6,215
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt	$	214	$	69
Accounts payable	811		700
Accrued liabilities	744		639
Deferred revenue	425		380
Income taxes payable	138		12
Total Current liabilities	2,332		1,800
Long-term debt	1,809		922
Long-term lease liabilities	139		121
Deferred income taxes	75		6
Long-term deferred revenue	333		315
Other long-term liabilities	108		67
Total Liabilities	4,796		3,231
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares; none issued	—		—
Class A common stock, $.01 par value; authorized 150,000,000 shares; issued 72,151,857 shares	1		1
Additional paid-in capital	561		462
Treasury stock at cost, 20,700,357 and 18,736,582 shares as of December 31, 2022 and 2021, respectively	(1,799)		(1,023)
Retained earnings	4,036		3,573
Accumulated other comprehensive loss	(66)		(29)
Total Stockholders’ Equity	2,733		2,984
Total Liabilities and Stockholders’ Equity	$	7,529	$	6,215

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)


	Year Ended December 31,
	2022		2021		2020
Net sales
Tangible products	$	4,915	$	4,845	$	3,813
Services and software	866		782		635
Total Net sales	5,781		5,627		4,448
Cost of sales:
Tangible products	2,699		2,590		2,065
Services and software	458		409		380
Total Cost of sales	3,157		2,999		2,445
Gross profit	2,624		2,628		2,003
Operating expenses:
Selling and marketing	607		587		483
Research and development	570		567		453
General and administrative	375		348		304
Settlement and related costs	372		—		—
Amortization of intangible assets	136		115		78
Acquisition and integration costs	21		25		23

Exit and restructuring costs	14		7		11
Total Operating expenses	2,095		1,649		1,352
Operating income	529		979		651
Other (loss) income, net:
Foreign exchange loss	(3)		(5)		(18)
Interest income (expense), net	23		(5)		(76)
Other (expense) income, net	(5)		(1)		3
Total Other income (expense), net	15		(11)		(91)
Income before income tax	544		968		560
Income tax expense	81		131		56


Net income	$	463	$	837	$	504
Basic earnings per share	$	8.86	$	15.66	$	9.43
Diluted earnings per share	$	8.80	$	15.52	$	9.35

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)


	Year Ended December 31,
	2022		2021		2020
Net income	$	463	$	837	$	504
Other comprehensive (loss) income, net of tax:
Changes in unrealized gains and losses on anticipated sales hedging transactions	(29)		46		(30)

Foreign currency translation adjustment	(8)		(6)		5
Comprehensive income	$	426	$	877	$	479

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except share data)


	Class A Common Stock Shares	Class A Common Stock Value		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance at December 31, 2019	54,002,932	$	1	$	339	$	(689)	$	2,232	$	(44)	$	1,839

Issuances of treasury shares related to share-based compensation plans, net of forfeitures	557,599	—		5		7		—		—		12
Shares withheld to fund withholding tax obligations related to share-based compensation plans	(149,709)	—		—		(37)		—		—		(37)
Share-based compensation	—	—		51		—		—		—		51
Repurchase of common stock	(948,740)	—		—		(200)		—		—		(200)
Net income	—	—		—		—		504		—		504
Changes in unrealized gains and losses on anticipated sales hedging transactions (net of income taxes)	—	—		—		—		—		(30)		(30)

Foreign currency translation adjustment	—	—		—		—		—		5		5
Balance at December 31, 2020	53,462,082	$	1	$	395	$	(919)	$	2,736	$	(69)	$	2,144

Issuances of treasury shares related to share-based compensation plans, net of forfeitures	150,097	—		(9)		(4)		—		—		(13)
Shares withheld to fund withholding tax obligations related to share-based compensation plans	(87,789)	—		—		(43)		—		—		(43)
Share-based compensation	—	—		76		—		—		—		76
Repurchase of common stock	(109,115)	—		—		(57)		—		—		(57)
Net income	—	—		—		—		837		—		837
Changes in unrealized gains and losses on anticipated sales hedging transactions (net of income taxes)	—	—		—		—		—		46		46

Foreign currency translation adjustment	—	—		—		—		—		(6)		(6)
Balance at December 31, 2021	53,415,275	$	1	$	462	$	(1,023)	$	3,573	$	(29)	$	2,984

Issuances of treasury shares related to share-based compensation plans, net of forfeitures	126,309	—		11		(1)		—		—		10
Shares withheld to fund withholding tax obligations related to share-based compensation plans	(62,542)	—		—		(24)		—		—		(24)
Share-based compensation	—	—		88		—		—		—		88
Repurchase of common stock	(2,027,542)	—		—		(751)		—		—		(751)
Net income	—	—		—		—		463		—		463
Changes in unrealized gains and losses on anticipated sales hedging transactions (net of income taxes)	—	—		—		—		—		(29)		(29)

Foreign currency translation adjustment	—	—		—		—		—		(8)		(8)
Balance at December 31, 2022	51,451,500	$	1	$	561	$	(1,799)	$	4,036	$	(66)	$	2,733

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)


	Year Ended December 31,
2022			2021			2020
Cash flows from operating activities:
Net income	$	463		$	837		$	504
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	204			187			146


Amortization of debt issuance costs, extinguishment costs and discounts	4			2			3
Share-based compensation	88			76			51

Deferred income taxes	(210)			(69)			(40)
Unrealized (gain) loss on forward interest rate swaps	(89)			(30)			33
Other, net	1			(1)			1
Changes in operating assets and liabilities:
Accounts receivable, net	(5)			(239)			130
Inventories, net	(341)			18			(42)
Other assets	(48)			(23)			11
Accounts payable	92			96			47
Accrued liabilities	(51)			110			16
Deferred revenue	60			113			103
Income taxes	108			1			(5)
Legal settlement liability	225			—			—
Other operating activities	(13)			(9)			4
Net cash provided by operating activities	488			1,069			962
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired	(881)			(452)			(548)
Purchases of property, plant and equipment	(75)			(59)			(67)

Proceeds from the sale of long-term investments	—			—			6
Purchases of short-term investments	—			(1)			—
Purchases of long-term investments	(12)			(34)			(32)



Net cash used in investing activities	(968)			(546)			(641)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,284			46			302
Payments of long term-debt	(247)			(303)			(342)

Payment of debt issuance costs, extinguishment costs and discounts	(8)			—			(1)
Payments for repurchases of common stock	(751)			(57)			(200)
Net payments related to share-based compensation plans	(14)			(56)			(25)
Change in unremitted cash collections from servicing factored receivables	(11)			(1)			109

Net cash provided by (used in) financing activities	253			(371)			(157)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash	—			—			(2)
Net (decrease) increase in cash and cash equivalents, including restricted cash	(227)			152			162
Cash and cash equivalents, including restricted cash, at beginning of period	344			192			30
Cash and cash equivalents, including restricted cash, at end of period	$	117		$	344		$	192
Less restricted cash, included in Prepaid expenses and other current assets	(12)			(12)			(24)
Cash and cash equivalents at end of period	$	105		$	332		$	168
Supplemental disclosures of cash flow information:
Income taxes paid	$	168		$	199		$	107
Interest paid	$	58		$	32		$	38

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Description of Business and Basis of Presentation

Zebra Technologies Corporation and its subsidiaries (“Zebra” or the “Company”) is a global leader providing innovative Enterprise Asset Intelligence (“EAI”) solutions in the automatic identification and data capture solutions industry. We design, manufacture, and sell a broad range of products and solutions, including cloud-based software subscriptions, that capture and move data. We also provide a full range of services, including maintenance, technical support, repair, managed and professional services. End-users of our products, solutions and services include those in retail and e-commerce, manufacturing, transportation and logistics, healthcare, public sector, and other industries. We provide our products, solutions and services globally through a direct sales force and an extensive network of channel partners.

Effective January 1, 2022, the location solutions offering, which provides a range of real-time location systems (“RTLS”) and services that generate on-demand information about the physical location and status of assets, equipment, and people, moved from our Asset Intelligence & Tracking (“AIT”) segment into our Enterprise Visibility & Mobility (“EVM”) segment contemporaneous with a change in our organizational structure and management of the business. 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. See Note 20, Segment Information & Geographic Data for additional information related to each segment’s results.

Note 2 Significant Accounting Policies

Principles of Consolidation

These accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the U.S. and include the accounts of Zebra and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Calendar

The Company’s fiscal year is a 52-week period ending on December 31. Interim fiscal quarters end on a Saturday and generally include 13 weeks of operating activity. During the 2022 fiscal year, the Company’s quarter end dates were April 2, July 2, October 1, and December 31.

Use of Estimates

These consolidated financial statements were prepared using estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Examples of accounting estimates include: cash flow projections and other valuation assumptions included in business acquisition purchase price allocations as well as annual goodwill impairment testing; the measurement of variable consideration and allocation of transaction price to performance obligations in revenue transactions; inventory valuation; useful lives of our tangible and intangible assets; and the recognition and measurement of income tax assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consist primarily of amounts due to us from our customers in the normal course of business. Collateral on trade accounts receivable is generally not required. The Company maintains an allowance for doubtful accounts for estimated uncollectible accounts receivable that is based on expected credit losses. Expected credit losses are estimated based on historical loss experience, the durations of outstanding trade receivables, and expectations of the future economic environment. Accounts are written off against the allowance account when they are determined to be no longer collectible.

Inventories

Inventories are stated at the lower of a moving-average cost (which approximates cost on a first-in, first-out basis) and net realizable value. Manufactured inventory cost includes materials, labor, and manufacturing overhead. Purchased inventory cost also includes internal purchasing overhead costs. Raw material inventories largely consist of supplies used in repair operations. Provisions are made to reduce excess and obsolete inventories to their estimated net realizable values. Inventory provisions are based on forecasted demand, experience with specific customers, the age and nature of the inventory, and the ability to redistribute inventory to other programs or to rework into other consumable inventory.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the various classes of property, plant and equipment, which are thirty years for buildings and range from three to ten years for all other asset categories. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or ten years.

Leases

The Company recognizes right-of-use (“ROU”) assets and lease liabilities for its lease commitments with terms greater than one year. Contractual options to extend or terminate lease agreements are reflected in the lease term when they are reasonably certain to be exercised. The initial measurements of new ROU assets and lease liabilities are based on the present value of future lease payments over the lease term as of the commencement date. In determining future lease payments, the Company has elected not to separate lease and non-lease components. As the Company’s lease arrangements do not provide an implicit interest rate, we apply the Company’s incremental borrowing rate based on the information available at the commencement date in determining the present value of future lease payments. Relevant information used in determining the Company’s incremental borrowing rate includes the duration of the lease, transaction currency of the lease, and the Company’s credit risk relative to risk-free market rates. The Company’s ROU assets also include any initial direct costs incurred and exclude lease incentives. The Company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants. All leases of the Company are classified as operating leases, with lease expense being recognized on a straight-line basis.

Income Taxes

The Company accounts for income taxes under the liability method in accordance with Accounting Standards Codification (“ASC”) 740 Topic, Income Taxes. Accordingly, deferred income taxes are provided for the future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the benefit of tax positions when it is more likely than not to be sustained on its technical merits. The Company recognizes interest and penalties related to income tax matters as part of income tax expense. The Company has elected consolidated tax filings in certain of its jurisdictions which may allow the group to offset one member’s income with losses of other members in the current period and on a carryover basis. The income tax effects of non-inventory intra-entity asset transfers are recognized in the period in which the transfer occurs. The Company classifies its balance sheet accounts by applying jurisdictional netting principles for locations where consolidated tax filing elections are in place.

U.S. tax law contains the Global Intangible Low-Taxed Income (“GILTI”), Base Erosion Anti-Avoidance Tax (“BEAT”), and Deduction for Foreign-Derived Intangible Income (“FDII”) provisions, which relate to the taxation of certain foreign income. The Company recognizes its GILTI, BEAT, and FDII inclusions, when applicable, within income tax expense in the year included in its U.S. tax return.

Goodwill

Goodwill is tested annually for impairment, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Our annual impairment testing consists of comparing the estimated fair value of each reporting unit to its carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, goodwill would be considered to be impaired and reduced to its implied fair value. We estimate the fair value of reporting units with valuation techniques, including both the income and market approaches. The income approach requires management to estimate projected future operating and cash flow results, economic projections, and discount rates. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry group.

We most recently performed our annual goodwill impairment testing in the fourth quarter of 2022 using a quantitative approach which did not result in any impairments. See Note 6, Goodwill and Other Intangibles for additional information.

Other Intangible Assets

Other intangible assets consist primarily of technology and patent rights, customer and other relationships, and trade names. These assets, which are generally acquired through business combinations, are recorded at fair value upon acquisition and amortized on a straight-line basis over the asset’s useful life which typically range from two to eleven years.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

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

Investments in Securities

The Company’s investments primarily include equity securities that are accounted for at cost, adjusted for impairment losses or changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. These investments are primarily in venture capital backed technology companies where the Company's ownership interest is less than 20% and the Company does not have the ability to exercise significant influence. See Note 8, Investments for additional information.

Revenue Recognition

Revenues are primarily comprised of sales of hardware, supplies, services, solutions and software offerings. We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration that we expect to receive, which includes estimates of variable consideration, in exchange for those goods or services. We are typically the principal in all elements of our transactions and record Net sales and Cost of sales on a gross basis. Substantially all revenues for tangible products, supplies and perpetual or term software licenses are recognized at a point in time, which is generally upon shipment, when control and the risks and rewards of ownership have transferred to the customer, and the Company has a contractual right to payment. Revenues for our service offerings are recognized over time. Our service offerings include repair and maintenance service contracts, as well as professional services such as installation, integration and provisioning that typically occur in the early stages of a project. The average life of repair and maintenance service contracts is approximately three years. Professional service arrangements range in duration from a day to several weeks or months. Revenues for solutions, including Company-hosted software license and maintenance agreements, are typically recognized over time.

The Company elects to exclude sales and other governmental taxes that are collected by the Company from a customer, from the transaction price The Company also considers shipping and handling activities as part of its fulfillment costs and not as a separate performance obligation. See Note 3, Revenues for additional information.

Research and Development Costs

Research and development (“R&D”) costs include:

Salaries, benefits, and other R&D personnel related costs;
Consulting and other outside services used in the R&D process;
Engineering supplies;
Engineering related information systems costs; and
Allocation of building and related costs.

R&D costs are expensed as incurred, including those associated with developing and maintaining software within our customer offerings. The Company typically applies a dynamic and iterative approach to developing customer product and software offerings as well as ongoing software feature and functionality enhancement releases, and accordingly, such costs do not meet capitalization criteria.

Advertising

Advertising costs are expensed as incurred. These costs totaled $33 million, $35 million, and $25 million for the years ended 2022, 2021 and 2020, respectively.

Warranties

In general, the Company provides warranty coverage of one year on mobile computers and batteries. Printers are warrantied from one to two years, depending on the model. Advanced data capture products are warrantied from one to five years, depending on the product. Thermal printheads are warrantied for six months and battery-based products, such as location tags, are covered by a 90-day warranty. A provision for warranty expense is adjusted quarterly based on historical and expected warranty experience.

Contingencies

The Company establishes a liability for loss contingencies when the loss is both probable and estimable. In addition, for some matters for which a loss is probable or reasonably possible, a reliable estimate of the amount of loss or range of loss cannot be determined, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Our financial assets and liabilities that are accounted for at fair value generally include our employee deferred compensation plan investments, foreign currency forwards, and interest rate swaps. In accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”), we recognize derivative instruments and hedging activities as either assets or liabilities on the Consolidated Balance Sheets and measure them at fair value. Accounting for the gains and losses on our derivatives resulting from changes in fair value is dependent on the use of the derivative and whether it is designated and qualifies for hedge accounting.

The Company utilizes foreign currency forwards to hedge certain foreign currency exposures. We use broker quotations or market transactions, in either the listed or over-the-counter markets, to value our foreign currency exchange contracts. The Company also has interest rate swaps to hedge a portion of the variability in future cash flows on debt. We use relevant observable market inputs at quoted intervals, such as forward yield curves and the Company’s own credit risk, to value our interest rate swaps. See Note 11, Derivative Instruments for additional information on the Company’s derivatives and hedging activities.

The Company’s securities held for its deferred compensation plans are measured at fair value using quoted prices in active markets for identical assets. If active markets for identical assets are not available to determine fair value, then we use quoted prices for similar assets or inputs that are observable either directly or indirectly.

The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of those financial instruments. See Note 10, Fair Value Measurements for information related to financial assets and liabilities carried at fair value.

Share-Based Compensation

The Company has share-based compensation plans and an employee stock purchase plan under which shares of Class A Common Stock are available for future grant and purchase. The Company recognizes compensation costs over the vesting period of awards, which is typically three years, net of estimated forfeitures. Compensation costs associated with awards with graded vesting terms are recognized on a straight-line basis. See Note 15, Share-Based Compensation for additional information.

Foreign Currency Translation

The balance sheet accounts of the Company’s subsidiaries that have not designated the U.S. Dollar as its functional currency are translated into U.S. Dollars using the period-end exchange rate, and statement of earnings items are translated using the average exchange rate for the period. The resulting translation gains or losses are recorded in Stockholders’ equity as a cumulative translation adjustment, which is a component of AOCI within the Consolidated Balance Sheets.

Acquisitions

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

The estimates used to determine the fair values of long-lived assets, such as intangible assets, can be complex and require judgment. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from revenues and the determination of discount rates. Management’s estimates of fair value are based on estimates and assumptions utilized as part of the purchase price allocation process and are believed to be reasonable; however 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.

Recently Adopted Accounting Pronouncements

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

Note 3 Revenues

The Company recognizes revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration which it expects to receive for providing those goods or services. To determine total expected consideration, the Company estimates elements of variable consideration, which primarily include product rights of return, rebates, and other incentives. These estimates are developed using the expected value method and are reviewed and updated, as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal in cumulative revenues recognized will not occur in future periods.

We enter into contracts that may include combinations of tangible products, services, solutions and software offerings, which are generally capable of being distinct and accounted for as separate performance obligations. We evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract has more than one performance obligation. This evaluation requires judgment, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period. We deem performance obligations to be distinct if the customer can benefit from the product or service on its own or together with readily available resources (“capable of being distinct”) and if the transfer of products, solutions or services is separately identifiable from other promises in the contract (“distinct within the context of the contract”).

For contract arrangements that include multiple performance obligations, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices for each performance obligation. In general, standalone selling prices are observable for tangible products and software licenses, while standalone selling prices for professional services, repair and maintenance services, and solutions are developed primarily with an expected cost-plus margin approach. Regional pricing, marketing strategies, and business practices are evaluated to derive estimated standalone selling prices.

The Company recognizes revenue for each performance obligation upon transfer of control of the promised goods or services. Control is deemed to have been transferred when the customer has the ability to direct the use of and has obtained substantially all of the remaining benefits from the goods and services. The determination of whether control transfers at a point in time or over time requires judgment and includes our consideration of the following: 1) whether the customer simultaneously receives and consumes the benefits provided as the Company performs its promises; 2) whether the Company’s performance creates or enhances an asset that is under control of the customer; and 3) whether the Company’s performance does not create an asset with an alternative use to the Company, while the Company has an enforceable right to payment for its performance completed to date.

Revenues for products are generally recognized upon shipment, whereas revenues for services and solution offerings are generally recognized over time by using an output or time-based method, assuming all other criteria for revenue recognition have been met. Revenues for software are recognized either upon delivery or over time using a time-based method, depending upon how control is transferred to the customer. In cases where a bundle of products, services, solutions and/or software are delivered to the customer, judgment is required to select the method of progress which best reflects the transfer of control.

Disaggregation of Revenue

The following table presents our Net sales disaggregated by product category for each of our segments, AIT and EVM, for the years ended December 31, 2022, 2021 and 2020 (in millions):


	Year Ended December 31, 2022

Segment	Tangible Products		Services and Software		Total
AIT	$	1,641	$	95	$	1,736
EVM	3,274		771		4,045
Corporate eliminations (1)	—		—		—
Total	$	4,915	$	866	$	5,781


	Year Ended December 31, 2021
Segment	Tangible Products		Services and Software		Total
AIT	$	1,563	$	94	$	1,657
EVM	3,282		694		3,976
Corporate eliminations (1)	—		(6)		(6)
Total	$	4,845	$	782	$	5,627


	Year Ended December 31, 2020

Segment	Tangible Products		Services and Software		Total
AIT	$	1,286	$	83	$	1,369
EVM	2,527		559		3,086
Corporate eliminations (1)	—		(7)		(7)
Total	$	3,813	$	635	$	4,448

(1) Amounts included in Corporate eliminations consist of purchase accounting adjustments.

In addition, refer to Note 20, Segment Information & Geographic Data for Net sales to customers by geographic region.

Performance Obligations

The Company’s remaining performance obligations primarily relate to repair and support services, as well as solution offerings. The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year was $1,105 million and $1,033 million, inclusive of deferred revenue, as of December 31, 2022 and 2021, respectively. On average, remaining performance obligations as of December 31, 2022 and 2021 are expected to be recognized over a period of approximately two years.

Contract Balances

Progress on satisfying performance obligations under contracts with customers related to billed revenues is reflected on the Consolidated Balance Sheets in Accounts receivable, net. Progress on satisfying performance obligations under contracts with customers related to unbilled revenues (“contract assets”) is reflected on the Consolidated Balance Sheets as Prepaid expenses and other current assets for revenues expected to be billed within the next twelve months, and Other long-term assets for revenues expected to be billed thereafter. The total contract asset balances were $16 million and $10 million as of December 31, 2022 and 2021, respectively. These contract assets result from timing differences between billing and satisfying performance obligations, as well as the impact from the allocation of the transaction price among performance obligations for contracts that include multiple performance obligations. Contract assets are evaluated for impairment and no impairment losses have been recognized during the years ended December 31, 2022, 2021 and 2020.

Deferred revenue on the Consolidated Balance Sheets consists of payments and billings in advance of our performance. The combined short-term and long-term deferred revenue balances were $758 million and $695 million as of December 31, 2022 and 2021, respectively. The Company recognized $399 million, $319 million and $256 million in revenue that was previously included in the beginning balance of deferred revenue during the years ended December 31, 2022, 2021 and 2020, respectively.

Our payment terms vary by the type and location of our customer and the products, solutions or services offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts do not include a significant financing component.

Costs to Obtain a Contract

Our incremental direct costs of obtaining a contract, which consist of sales commissions and incremental fringe benefits, are deferred and amortized over the weighted-average contract term. The incremental costs to obtain a contract are derived at a portfolio level and amortized on a straight-line basis. The total ending balance of deferred commission costs, which are recorded in Prepaid expenses and other current assets or Other long-term assets on the Consolidated Balance Sheets, depending on the timing of expected amortization, was $35 million and $28 million as of December 31, 2022 and 2021, respectively. Amortization of deferred commission costs, which is recorded in Selling and Marketing expense on the Consolidated Statements of Operations, was $21 million, $18 million and $14 million during the years ended December 31, 2022, 2021 and 2020, respectively. Incremental costs of obtaining a contract are expensed as incurred if the amortization period would otherwise be one year or less.

Note 4 Inventories

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


	December 31, 2022		December 31, 2021
Raw materials	$	293	$	196
Work in process	4		3
Finished goods	563		292
Total Inventories, net	$	860	$	491

Note 5 Business Acquisitions

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 acquisition was accounted for under the acquisition method of accounting for business combinations. The Company’s final purchase consideration was $881 million comprised of cash paid, net of Matrox’s cash on-hand.

The Company utilized estimated fair values as of the acquisition date to allocate the total purchase consideration to the identifiable assets acquired and liabilities assumed. The fair value of the net assets acquired was based on several estimates and assumptions, as well as customary valuation techniques, primarily the excess earnings method for customer relationships as well as the relief from royalty method for technology and patent intangible assets. 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.

The primary fair value estimates still considered preliminary as of December 31, 2022 include intangible assets and income tax-related items.

The preliminary purchase price allocation to assets acquired and liabilities assumed was as follows (in millions):


Identifiable intangible assets	$	297
Inventory	31

Other assets acquired	24
Deferred tax liabilities	(79)


Other liabilities assumed	(32)
Net assets acquired	$	241
Goodwill on acquisition	640
Total purchase price	$	881

The $640 million of goodwill, which is non-deductible for tax purposes, has been allocated to the EVM segment and principally relates to the planned global expansion and integration of Matrox into the Company’s machine vision offerings.

The preliminary purchase price allocation to identifiable intangible assets acquired was as follows:


	Fair Value (in millions)		Useful Life (in years)
Customer and other relationships	$	232	11
Technology and patents	63		7
Trade names	2		2
Total identifiable intangible assets	$	297

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.

Antuit

On October 7, 2021, the Company acquired Antuit Holdings Pte. Ltd. (“Antuit”), a provider of demand-sensing and pricing optimization software solutions for retail and consumer products companies. Through this acquisition, the Company intends to enhance its solution offerings to customers in these industries by combining Antuit’s platform with its existing software solutions and EVM products.

The acquisition was accounted for under the acquisition method of accounting for business combinations. The Company’s purchase consideration was $145 million in cash paid, net of Antuit’s cash on-hand.

The purchase price allocation to assets acquired and liabilities assumed was as follows (in millions):


Identifiable intangible assets	$	47
Accounts receivable	9
Other assets acquired	4
Deferred tax liabilities	(5)
Other liabilities assumed	(11)
Net assets acquired	$	44
Goodwill on acquisition	101
Total purchase price	$	145

The $101 million of goodwill, which is non-deductible for tax purposes, has been allocated to the EVM segment and principally relates to the planned expansion of Antuit’s portfolio and integration with the Company’s existing solution offerings as well as expansion into current and new markets, industries and product offerings.

The purchase price allocation to identifiable intangible assets acquired was as follows:


	Fair Value (in millions)		Useful Life (in years)
Technology and patents	$	39	8
Customer and other relationships	7		2
Trade names	1		2
Total identifiable intangible assets	$	47

In connection with the acquisition of Antuit, the Company also granted share-based compensation awards in the form of stock and cash-settled restricted stock units with an approximate fair value of $5 million. The total fair value of the awards is attributable to post-acquisition service and will generally be expensed over a three-year service period.

Fetch

On August 9, 2021, the Company acquired Fetch Robotics, Inc. (“Fetch”), 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 acquisition was accounted for under the acquisition method of accounting for business combinations. The Company’s total purchase consideration was $301 million, which consisted of $290 million in cash paid, net of Fetch’s cash on-hand, and the fair value of the Company’s existing ownership interest in Fetch of $11 million, as remeasured upon acquisition. This remeasurement resulted in a $1 million gain reflected in Other (expense) income, net on the Consolidated Statements of Operations.

The purchase price allocation to assets acquired and liabilities assumed was as follows (in millions):


Identifiable intangible assets	$	114
Right-of-use lease asset	11
Inventories	5
Deferred tax assets	6
Other assets acquired	4
Lease liability	(11)
Other liabilities assumed	(4)
Net assets acquired	$	125
Goodwill on acquisition	176
Total purchase price	$	301

The $176 million of goodwill, which is non-deductible for tax purposes, has been allocated to the EVM segment and principally relates to the planned geographic expansion and integration of Fetch into the Company’s manufacturing and warehouse automation offerings.

The purchase price allocation to identifiable intangible assets acquired was as follows:


	Fair Value (in millions)		Useful Life (in years)
Technology and patents	$	100	7
Customer and other relationships	5		2
Trade names	9		5
Total identifiable intangible assets	$	114

In connection with the acquisition of Fetch, the Company granted share-based compensation awards, principally as a replacement for unvested Fetch stock options, in the form of stock-settled restricted stock units. The total fair value of approximately $23 million is attributable to post-acquisition service and will generally be expensed over a three-year service period.

Adaptive Vision

On May 17, 2021, the Company acquired Adaptive Vision Sp. z o.o. (“Adaptive Vision”), 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 acquisition was accounted for under the acquisition method of accounting for business combinations. The Company’s cash purchase consideration of $18 million, net of cash on-hand, was primarily allocated to technology-related intangible assets of $13 million and associated deferred tax liabilities, and goodwill of $7 million. The technology-related intangible assets have an estimated useful life of eight years. The goodwill, which will be non-deductible for tax purposes, has been allocated to the EVM segment and principally relates to the planned expansion of the Adaptive Vision technologies into new product offerings and markets.

Reflexis

On September 1, 2020, the Company acquired Reflexis Systems, Inc. (“Reflexis”), a provider of task and workforce management, execution, and communication solutions for customers in the retail, food service, hospitality, and banking industries. Through its acquisition of Reflexis, the Company enhanced its solution offerings to customers in these industries by combining Reflexis’ platform with its existing software solutions and its EVM product offerings.

The Reflexis acquisition was accounted for under the acquisition method of accounting for business combinations. The Company’s final cash purchase consideration was $547 million, net of Reflexis’ cash on-hand and including resolution of contractual matters that resulted in escrow proceeds of $1 million being received by the Company in 2021.

In connection with its acquisition of Reflexis, and in exchange for the cancellation of unvested Reflexis stock options, the Company granted replacement share-based compensation awards to certain Reflexis employees in the form of Zebra incentive

stock options. The total fair value of approximately $9 million is primarily attributable to post-acquisition service and expensed over the remaining service period. See Note 15, Share-Based Compensation for additional details related to these options.

The purchase price allocation to assets acquired and liabilities assumed was as follows (in millions):


Identifiable intangible assets	$	213
Accounts receivable	20
Property, plant and equipment	10


Other assets acquired	17
Deferred revenue	(16)
Deferred tax liabilities	(39)
Other liabilities assumed	(14)
Net assets acquired	$	191
Goodwill on acquisition	356
Total purchase consideration	$	547

The $356 million of goodwill, which is non-deductible for tax purposes, has been allocated to the EVM segment and principally relates to the planned integration of Reflexis’ solution offerings with the Company’s existing solution offerings as well as expansion in current and new markets, industries and product offerings.

The purchase price allocation to identifiable intangible assets acquired was:


	Fair Value (in millions)		Useful Life (in years)
Technology and patents	$	160	8
Customer and other relationships	43		2
Trade names	10		8
Total identifiable intangible assets	$	213

The operating results of each acquired company have been included in the Company’s Consolidated Balance Sheets and Statements of Operations beginning on their respective acquisition dates. The Company has not included unaudited pro forma results for the year preceding each acquisition, as doing so would not yield materially different results.

Acquisition and integration costs

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.

The Company incurred $25 million of acquisition-related costs during 2021, primarily related to third-party transaction and advisory fees associated with our business acquisitions, as well as transaction bonuses paid to existing Antuit option holders. These costs are included within Acquisition and integration costs on the Consolidated Statements of Operations.

The Company incurred $23 million of acquisition-related costs during 2020, which primarily consisted of payments to settle certain existing Reflexis share-based compensation awards whose vesting was accelerated at the discretion of Reflexis contemporaneously with the acquisition, as well as other third-party transaction and advisory fees associated with our business acquisitions. These costs are included within Acquisition and integration costs on the Consolidated Statements of Operations.

Note 6 Goodwill and Other Intangibles

Goodwill

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


	AIT		EVM		Total
Goodwill as of December 31, 2020	$	228	$	2,760	$	2,988
Retail Solutions move to EVM segment, effective January 1, 2021	(59)		59		—
Antuit acquisition	—		105		105
Fetch acquisition	—		174		174
Adaptive Vision acquisition	—		7		7
Reflexis purchase price allocation adjustments	—		(7)		(7)
Reflexis purchase price reduction	—		(1)		(1)
Foreign exchange impact	—		(1)		(1)
Goodwill as of December 31, 2021	$	169	$	3,096	$	3,265
Matrox acquisition	—		640		640
Fetch purchase price allocation adjustments	—		2		2
Antuit purchase price allocation adjustments	—		(4)		(4)
Foreign exchange impact	—		(4)		(4)
Goodwill as of December 31, 2022	$	169	$	3,730	$	3,899

See Note 5, Business Acquisitions for further details related to the Company’s acquisitions and purchase price allocation adjustments.

The Company’s goodwill balance consists of four reporting units. The Company completed its annual goodwill impairment testing during the fourth quarter of 2022 utilizing a quantitative approach. The estimated fair value of each reporting unit significantly exceeds its carrying value. However, there is risk of future impairment to the extent that an individual reporting unit’s performance does not meet projections. Additionally, if our current assumptions and estimates, including projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors are not met, or if other valuation factors outside of our control change unfavorably, the estimated fair value of our reporting units could be adversely affected, leading to a potential impairment in the future.

No events occurred during the fiscal years ended 2022, 2021, or 2020 that indicated it was more likely than not that our goodwill was impaired.

Other Intangibles, net

The balances in Other Intangibles, net consisted of the following (in millions):


	As of December 31, 2022						As of December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets
Technology and patents	$	951	$	(621)	$	330	$	889	$	(566)	$	323
Customer and other relationships	860		(576)		284		631		(503)		128
Trade names	66		(50)		16		64		(46)		18
Total	$	1,877	$	(1,247)	$	630	$	1,584	$	(1,115)	$	469

Amortization expense was $136 million, $115 million, and $78 million for fiscal years ended 2022, 2021 and 2020, respectively.

Estimated future intangible asset amortization expense is as follows (in millions):


Year Ended December 31,
2023	$	103
2024	98
2025	97
2026	93
2027	78
Thereafter	161
Total	$	630

Note 7 Property, Plant and Equipment

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


	December 31,
	2022		2021
Buildings	$	75	$	75
Land	7		7
Machinery and equipment	318		276
Furniture and office equipment	24		26
Software and computer equipment	125		127
Leasehold improvements	88		94
Projects in progress	48		40
	685		645
Less accumulated depreciation	(407)		(373)
Property, plant and equipment, net	$	278	$	272

Depreciation expense was $68 million, $72 million and $68 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Note 8 Investments

The carrying value of the Company’s long-term investments was $113 million and $101 million as of December 31, 2022 and 2021, respectively, which are included in Other long-term assets on the Consolidated Balances Sheets. The Company paid $12 million, $34 million, and $32 million for the purchases of long-term investments during the years ended December 31, 2022, 2021, and 2020, respectively. Net gains and losses related to the Company’s long-term investments are included within Other (expense) income, net on the Consolidated Statements of Operations. There were no net gains in the year ended December 31, 2022. Net gains were $2 million and $5 million during the years ended December 31, 2021 and 2020, respectively.

Note 9 Exit and Restructuring Costs

In the third quarter of 2022, the Company committed to certain organizational changes and leased site rationalization designed to generate structural cost efficiencies (collectively referred to as the “2022 Productivity Plan”). The total cost under the 2022 Productivity Plan, which is expected to be completed in 2023, is estimated to be approximately $25 million. Exit and restructuring charges associated with the 2022 Productivity Plan were $12 million for the year ended December 31, 2022. 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.

Note 10 Fair Value Measurements

Financial assets and liabilities are measured using inputs from three levels of the fair value hierarchy in accordance with ASC Topic 820, Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into the following three broad levels:

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

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

The Company’s financial assets and liabilities carried at fair value as of December 31, 2022 are classified below (in millions):


	Level 1		Level 2		Level 3		Total
Assets:

Forward interest rate swap contracts (2)	$	—	$	72	$	—	$	72
Investments related to the deferred compensation plan	35		—		—		35
Total Assets at fair value	$	35	$	72	$	—	$	107
Liabilities:
Foreign exchange contracts (1)	$	5	$	14	$	—	$	19

Liabilities related to the deferred compensation plan	35		—		—		35
Total Liabilities at fair value	$	40	$	14	$	—	$	54

The Company’s financial assets and liabilities carried at fair value as of December 31, 2021 are classified below (in millions):


	Level 1		Level 2		Level 3		Total
Assets:
Foreign exchange contracts (1)	$	—	$	23	$	—	$	23

Investments related to the deferred compensation plan	37		—		—		37
Total Assets at fair value	$	37	$	23	$	—	$	60
Liabilities:

Forward interest rate swap contracts (2)	$	—	$	16	$	—	$	16
Liabilities related to the deferred compensation plan	37		—		—		37
Total Liabilities at fair value	$	37	$	16	$	—	$	53

(1)The fair value of the foreign exchange contracts is calculated as follows:

Fair value of regular forward contracts associated with forecasted sales hedges is calculated using the period-end exchange rate adjusted for current forward points.
Fair value of hedges against net assets denominated in foreign currencies is calculated at the period-end exchange rate adjusted for current forward points unless the hedge has been traded but not settled at year end (Level 2). If this is the case, the fair value is calculated at the rate at which the hedge is being settled (Level 1).

(2)The fair value of forward interest rate swaps is based upon a valuation model that uses relevant observable market inputs at the quoted intervals, such as forward yield curves, and is adjusted for the Company’s credit risk and the interest rate swap terms.

Note 11 Derivative Instruments

In the normal course of business, the Company is exposed to global market risks, including the effects of changes in foreign currency exchange rates and interest rates. The Company uses derivative instruments to manage its exposure to such risks and may elect to designate certain derivatives as hedging instruments under ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking hedge transactions. The Company does not hold or issue derivatives for trading or speculative purposes.

In accordance with ASC 815, the Company recognizes derivative instruments as either assets or liabilities on the Consolidated Balance Sheets and measures them at fair value. The following table presents the fair value of its derivative instruments (in millions):


	Asset (Liability)
		Fair Values as of December 31,
	Balance Sheets Classification	2022		2021
Derivative instruments designated as hedges:
Foreign exchange contracts	Prepaid expenses and other current assets	$	—	$	23
Foreign exchange contracts	Accrued liabilities	(14)		—


Total derivative instruments designated as hedges		$	(14)	$	23

Derivative instruments not designated as hedges:

Forward interest rate swaps	Prepaid expenses and other current assets	$	25	$	—
Forward interest rate swaps	Other long-term assets	47		—
Foreign exchange contracts	Accrued liabilities	(5)		—
Forward interest rate swaps	Accrued liabilities	—		(15)
Forward interest rate swaps	Other long-term liabilities	—		(1)
Total derivative instruments not designated as hedges		$	67	$	(16)
Total net derivative asset		$	53	$	7

The following table presents the net gains (losses) from changes in fair values of derivatives that are not designated as hedges (in millions):


	Gain (Loss) Recognized in Income
	Statements of Operations Classification		Year Ended December 31,
		2022			2021			2020
Derivative instruments not designated as hedges:
Foreign exchange contracts	Foreign exchange gain (loss)		$	2		$	7		$	(12)
Forward interest rate swaps	Interest income (expense), net		83			13			(46)
Total gain (loss) recognized in income			$	85		$	20		$	(58)

Activities related to derivative instruments are reflected within Net cash provided by operating activities on the Consolidated Statements of Cash Flows.

Credit and Market Risk Management

Financial instruments, including derivatives, expose the Company to counterparty credit risk of nonperformance and to market risk related to currency exchange rate and interest rate fluctuations. The Company manages its exposure to counterparty credit risk by establishing minimum credit standards, diversifying its counterparties, and monitoring its concentrations of credit. The Company’s counterparties are commercial banks with expertise in derivative financial instruments. The Company evaluates the impact of market risk on the fair value and cash flows of its derivative and other financial instruments by considering reasonably possible changes in interest rates and currency exchange rates. The Company continually monitors the creditworthiness of the customers to which it grants credit terms in the normal course of business. The terms and conditions of the Company’s credit policies are designed to mitigate concentrations of credit risk.

The Company’s master netting and other similar arrangements with the respective counterparties allow for net settlement under certain conditions, which are designed to reduce credit risk by permitting net settlement with the same counterparty. We present the assets and liabilities of our derivative financial instruments, for which we have net settlement agreements in place, on a net basis on the Consolidated Balance Sheets. If the derivative financial instruments had been presented gross on the Consolidated Balance Sheets, the asset and liability positions would have been increased by $4 million as of December 31, 2022 and would have been increased by $1 million as of December 31, 2021.

Foreign Currency Exchange Risk Management

The Company conducts business on a multinational basis in a variety of foreign currencies. Exposure to market risk for changes in foreign currency exchange rates arises primarily from Euro-denominated external revenues, cross-border financing activities between subsidiaries, and foreign currency denominated monetary assets and liabilities. The Company manages its objective of preserving the economic value of non-functional currency denominated cash flows by initially hedging transaction exposures with natural offsets and, once these opportunities have been exhausted, through foreign exchange forward and option contracts, as deemed appropriate.

The Company manages the exchange rate risk of anticipated Euro-denominated sales using forward contracts, which typically mature within twelve months of execution. The Company designates these derivative contracts as cash flow hedges. Unrealized gains and losses on these contracts are deferred in Accumulated other comprehensive income (loss) (“AOCI”) on the Consolidated Balance Sheets until the contract is settled and the hedged sale is realized. The realized gain or loss is then recorded as an adjustment to Net sales on the Consolidated Statements of Operations. Realized amounts reclassified to Net sales were $87 million of gains for the year ended December 31, 2022, and $2 million and $6 million of losses for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2022 and 2021, the notional amounts of the Company’s foreign exchange cash flow hedges were €549 million and €675 million, respectively. The Company has reviewed its cash flow hedges for effectiveness and determined that they are highly effective.

The Company uses forward contracts, which are not designated as hedging instruments, to manage its exposures related to net assets denominated in foreign currencies. These forward contracts typically mature within one month after execution. Monetary gains and losses on these forward contracts are recorded in income and are generally offset by the transaction gains and losses related to their net asset positions. The notional values and the net fair values of these outstanding contracts were as follows (in millions):


	December 31,
	2022		2021
Notional balance of outstanding contracts:
British Pound/U.S. Dollar	£	11	£	13
Euro/U.S. Dollar	€	191	€	142


Euro/Czech Koruna	€	15	€	16





Singapore Dollar/U.S. Dollar	S$	5	S$	16
Mexican Peso/U.S. Dollar	Mex$	372	Mex$	64

Polish Zloty/U.S. Dollar	zł	47	zł	103
Net fair value of liabilities of outstanding contracts	$	5	$	—

Interest Rate Risk Management

The Company’s debt consists of borrowings under a term loan (“Term Loan A”), Revolving Credit Facility, and Receivables Financing Facilities, which bear interest at variable rates plus applicable margins. As a result, the Company is exposed to market risk associated with the variable interest rate payments on these borrowings. See Note 12, Long-Term Debt for further details related to these borrowings.

The Company manages its exposure to changes in interest rates by utilizing long-term forward interest rate swaps to hedge this exposure and to achieve a desired proportion of fixed versus floating-rate debt, based on current and projected market conditions. The Company had one active long-term forward interest rate swap agreement with a notional amount of $800 million to lock into a fixed LIBOR interest rate base, which expired in December 2022. In addition, the Company previously held fixed LIBOR interest rate swaps with an $800 million total notional amount that were subject to net cash settlements effective between December 2022 and August 2024. In the first quarter of 2022, the Company terminated those interest rate swaps and entered into new interest rate swap agreements that contain a total notional amount of $800 million to lock into a fixed SOFR interest rate base, which is subject to monthly net cash settlements effective in December 2022 and ending in October 2027.

Note 12 Long-Term Debt

The following table shows the carrying value of the Company’s debt (in millions):


	December 31,
	2022		2021
Term Loan A	$	1,728	$	888
Revolving Credit Facility	50		—
Receivables Financing Facilities	254		108
Total debt	$	2,032	$	996
Less: Debt issuance costs	(4)		(3)
Less: Unamortized discounts	(5)		(2)
Less: Current portion of debt	(214)		(69)
Total long-term debt	$	1,809	$	922

As of December 31, 2022, the future maturities of debt are as follows (in millions):


2023	$	214
2024	127
2025	66
2026	88
2027	1,537

Total future maturities of debt	$	2,032

All borrowings as of December 31, 2022 were denominated in U.S. Dollars.

The estimated fair value of the Company’s debt approximated $2.0 billion and $1.0 billion as of December 31, 2022 and 2021, respectively. These fair value amounts, developed based on inputs classified as Level 2 within the fair value hierarchy, represent the estimated value at which the Company’s lenders could trade its debt within the financial markets and do not represent the settlement value of these liabilities to the Company. The fair value of debt will continue to vary each period based on a number of factors, including fluctuations in market interest rates as well as changes to the Company’s credit ratings.

In May 2022, the Company refinanced its long-term credit facilities by entering into its third amendment to the Amended and Restated Credit Agreement (“Amendment No. 3”). Amendment No. 3 increased the Company’s borrowing under Term Loan A from $875 million to $1.75 billion and increased the Company’s borrowing capacity under the Revolving Credit Facility from $1 billion to $1.5 billion. Amendment No. 3 also extended the maturities of Term Loan A and the Revolving Credit Facility to May 25, 2027 and replaced LIBOR with SOFR as the benchmark reference rate. This refinancing resulted in one-time charges of $2 million, which included certain third-party fees and the accelerated amortization of previously deferred issuance costs. These items are included in Interest income (expense), net on the Consolidated Statements of Operations. Additionally, $6 million of new issuance costs and fees were deferred and will be amortized over the remaining term of Term Loan A and the Revolving Credit Facility.

Term Loan A

The principal on Term Loan A is due in quarterly installments, with the next quarterly installment due in March 2023 and the majority due upon maturity in 2027. The Company may make prepayments, in whole or in part, without premium or penalty, and would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions. As of December 31, 2022, the Term Loan A interest rate was 5.67%. Interest payments are made monthly and are subject to variable rates plus an applicable margin.

Revolving Credit Facility

The Company has a Revolving Credit Facility that is available for working capital and other general business purposes, including letters of credit. As of December 31, 2022, the Company had letters of credit totaling $7 million, which reduced funds available for borrowings under the Revolving Credit Facility from $1,500 million to $1,493 million. As of December 31, 2022, the Revolving Credit Facility had an average interest rate of 5.71%. Upon borrowing, interest payments are made monthly and are subject to variable rates plus an applicable margin. The Revolving Credit Facility matures on May 25, 2027.

Receivables Financing Facilities

The Company has two Receivables Financing Facilities with financial institutions that have a combined total borrowing limit of up to $280 million. As collateral, the Company pledges perfected first-priority security interests in its U.S. domestically originated accounts receivable. The Company has accounted for transactions under its Receivables Financing Facilities as secured borrowings. The Company’s first Receivables Financing Facility allows for borrowings of up to $180 million and matures on March 19, 2024. The Company’s second Receivable Financing Facility allows for borrowings of up to $100 million and matures on May 15, 2023.

As of December 31, 2022, the Company’s Consolidated Balance Sheets included $785 million of receivables that were pledged under the two Receivables Financing Facilities. As of December 31, 2022, $254 million had been borrowed, of which $171 million was classified as current. Borrowings under the Receivables Financing Facilities bear interest at a variable rate plus an applicable margin. As of December 31, 2022, the Receivables Financing Facilities had an average interest rate of 5.33%. Interest is paid on these borrowings on a monthly basis.

Each of the Company’s borrowing arrangements described above include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels.

The Company uses interest rate swaps to manage the interest rate risk associated with its debt. See Note 11, Derivative Instruments for further information.

As of December 31, 2022, the Company was in compliance with all debt covenants.

Note 13 Leases

The Company leases various manufacturing and repair facilities, distribution centers, research facilities, sales and administrative offices, equipment, and vehicles. All leases are classified as operating leases with remaining terms of up to 10 years, with certain leases containing renewal options and termination options. The Company records ROU assets and lease liabilities on the Consolidated Balance Sheets associated with the fixed lease and non-lease payments of leases with terms greater than one year.

The following table presents activities associated with our leases (in millions):


	December 31,
	2022		2021		2020
Fixed lease expenses	$	48	$	39	$	35
Variable lease expenses	40		37		34
Total lease expenses	$	88	$	76	$	69

Cash paid for leases	$	93	$	76	$	69

ROU assets obtained in exchange for lease obligations	$	72	$	32	$	55
Reductions of ROU assets and lease liabilities	(4)		—		(3)
Net non-cash increases to ROU assets and lease liabilities	$	68	$	32	$	52

Variable lease expenses incurred were not included in the measurement of the Company’s ROU assets and lease liabilities. These expenses consisted primarily of distribution center service costs that were based on product distribution volumes, as well as non-fixed common area maintenance, real estate taxes, and other operating costs associated with various facility leases. Expenses related to short-term leases were not significant.

Cash payments for leases are included within Net cash provided by operating activities on the Consolidated Statements of Cash Flows.

ROU assets obtained in exchange for lease obligations include new lease arrangements entered into by the Company as well as contract modifications that extend lease terms and/or provide us additional rights, changes in assessments that render it reasonably certain that lease renewal options will be exercised based on facts and circumstances that arose during the period, as well as lease arrangements obtained through acquisitions.

Reductions of the Company’s ROU assets and lease liabilities generally relate to modifications to lease agreements that result in a reduction to future minimum lease payments, as well as changes in assessments that render it no longer reasonably certain that lease renewal options will be exercised based on facts and circumstances that arose during the period. The Company’s reduction of ROU assets and lease liabilities during 2022, 2021 and 2020 were not significant.

The weighted average remaining term of the Company’s leases was approximately 6 years each as of December 31, 2022, 2021 and 2020. The weighted average discount rate used to measure the ROU assets and lease liabilities was approximately 5% each as of December 31, 2022, 2021, and 2020.

Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows (in millions):


2023	$	45
2024	43
2025	31
2026	23
2027	17
Thereafter	48
Total future minimum lease payments	$	207
Less: Interest	(31)
Present value of lease liabilities	$	176

Reported as of December 31, 2022:
Current portion of lease liabilities	$	37
Long-term lease liabilities	139
Present value of lease liabilities	$	176

The current portion of lease liabilities is included within Accrued liabilities on the Consolidated Balance Sheets.

As of December 31, 2022, the Company had future fixed payments of approximately $36 million related to a new office facility lease agreement that had not yet commenced. This new lease agreement is expected to commence in 2023 and has a 10-year term.

Revenues earned from lease arrangements under which the Company is a lessor during the years ended December 31, 2022, 2021 and 2020 were not significant.

Note 14 Accrued Liabilities, Commitments and Contingencies

Accrued Liabilities

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


	December 31,
	2022		2021
Settlement	$	180	$	—
Payroll and benefits	90		96
Incentive compensation	100		155
Warranty	26		26
Customer rebates	55		51
Leases	37		33
Unremitted cash collections due to banks on factored accounts receivable	130		141
Foreign exchange contracts	19		—
Short-term interest rate swaps	—		15
Freight and duty	19		45
Other	88		77
Accrued liabilities	$	744	$	639

Warranties

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


	Year Ended December 31,
Warranty Reserve	2022		2021		2020
Balance at the beginning of the year	$	26	$	24	$	21

Warranty expense	29		33		30
Warranties fulfilled	(29)		(31)		(27)
Balance at the end of the year	$	26	$	26	$	24

Commitments

The Company has a limited number of multi-year purchase commitments, primarily related to semiconductors and cloud-services, which contain minimum purchase requirements and are non-cancellable. Commitments under these contracts are as follows (in millions):


2023	$	369
2024	141
2025	23
2026	24

Thereafter	—
Total	$	557

Contingencies

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

In 2020, the Company received approval of its exclusion request of customs duties that had been paid on certain products under Section 301 of the U.S. Trade Act of 1974 from September 1, 2019 through September 1, 2020 and commenced a process to request recovery of previously assessed amounts. Recoveries are recognized when the Company has completed all regulatory filing requirements and determined that receipt of amounts is virtually certain. Recoveries recorded during the current year were insignificant. Recoveries totaling $19 million were recorded during the year ended December 31, 2021, of which $10 million related to our AIT segment and $9 million related to our EVM segment. Recoveries totaling $12 million were recorded in the fourth quarter of 2020, of which $4 million related to our AIT segment and $8 million related to our EVM segment. Both the initially incurred costs and related recoveries were included within Cost of sales for Tangible products on the Consolidated Statements of Operations. The Company believes that it has recovered substantially all of the import duties that it expects to receive on previously paid amounts.

During the second quarter of 2022, the Company entered into a License and Settlement Agreement (“Settlement”) to resolve certain patent-related litigation. Under the Settlement, the Company and the counterparty each agreed to a mutual general release from all past claims asserted by the parties; entered into a covenant not to sue for patent infringement; agreed to a payment by the Company to the counterparty for past damages of $360 million and entered into a royalty-free cross-license with respect to each party’s existing patent portfolio for the lives of the licensed patents. Based on the terms of the Settlement and a relative fair value analysis of each of the settlement provisions, the Company concluded that no significant portion of the payment resulted in a future benefit, and as such, the full $360 million was recorded as a charge in the second quarter. That charge, along with $12 million of external legal fees, is reflected within Settlement and related costs on the Consolidated Statement of Operations. The payment terms under the Settlement consist of 8 quarterly payments of $45 million that began in the second quarter. The portion payable in the next 12 months is included within Accrued liabilities, with the remaining amounts included within Other long-term liabilities on the Consolidated Balance Sheets. See Item 3, Legal Proceedings for additional information.

Note 15 Share-Based Compensation

The Company issues share-based compensation awards under the Zebra Technologies 2018 Long-Term Incentive Plan (“2018 Plan”), approved by shareholders in 2018 which superseded and replaced all prior share-based incentive plans. Outstanding awards issued prior to the 2018 Plan are governed by the provisions of those plans until such awards have been exercised, forfeited, cancelled, expired or otherwise terminated in accordance with their terms. Awards available under the 2018 Plan include stock-settled awards, including stock-settled restricted stock units, stock-settled performance stock units, restricted stock awards, performance share awards, stock appreciation rights, incentive stock options, and non-qualified stock options. Awards available under the 2018 Plan also include cash-settled awards, including cash-settled stock appreciation rights, cash-settled restricted stock units, and cash-settled performance stock units. No awards remain available for future grants under previous plans.

The Company uses treasury shares as its source for issuing shares under the share-based compensation programs. As of December 31, 2022, the Company had 2,791,708 shares of Class A Common stock remaining available to be issued under the 2018 Plan.

The compensation expense from the Company’s share-based compensation plans and associated income tax benefit, excluding the effects of excess tax benefits or shortfalls, were included in the Consolidated Statements of Operations as follows (in millions):


	Year Ended December 31,
Compensation costs and related income tax benefit	2022		2021		2020
Cost of sales	$	6	$	8	$	6
Selling and marketing	22		26		16
Research and development	34		28		16
General and administration	34		31		21
Total compensation expense	$	96	$	93	$	59
Income tax benefit	$	17	$	14	$	9

As of December 31, 2022, total unearned compensation costs related to the Company’s share-based compensation plans was $111 million, which will be recognized over the weighted average remaining service period of approximately 1.4 years.

The majority of the Company’s share-based compensation awards are generally issued as part of its employee and non-employee director incentive program during the second quarter of each fiscal year. The Company also issues awards associated with business acquisitions or other off-cycle events.

Stock-Settled Restricted Stock Units (“stock-settled RSUs”) and Stock-Settled Performance Share Units (“stock-settled PSUs”)

The Company began issuing stock-settled RSUs and stock-settled PSUs in the second quarter of 2021. Stock-settled RSUs and stock-settled PSUs each typically vest over a three-year service period, with stock-settled RSUs vesting ratably in three annual installments and stock-settled PSUs vesting at the end of the three-year period. Vesting for each participant is subject to restrictions, such as continuous employment, except in certain cases as set forth in each stock agreement. Upon vesting, stock-settled RSUs and stock-settled PSUs are converted into shares of Class A Common Stock that are released to participants.

Compensation cost for the Company’s stock-settled RSUs and stock-settled PSUs is expensed over each participant’s required service period. Compensation cost is calculated as the fair market value of the Company’s Class A Common Stock on the grant date multiplied by the number of units granted, net of estimated forfeitures. The fair value of PSUs also includes assumptions around achievement of certain Company-wide financial performance goals.

Restricted Stock Awards (“RSAs”) and Performance Share Awards (“PSAs”)

Prior to 2021, the Company’s restricted stock grants consisted of time-vested RSAs and PSAs as part of the Company’s annual incentive program. These awards are considered participating securities, and as such, are included as part of the Company’s Class A Common Stock outstanding. The RSAs and PSAs vest at each vesting date, subject to restrictions such as continuous employment, except in certain cases as set forth in each stock agreement. Upon vesting, RSAs and PSAs are released to holders and are no longer subject to restrictions.

Compensation cost for the Company’s RSAs and PSAs is expensed over each participant’s required service period. Compensation cost is calculated as the fair market value of the Company’s Class A Common Stock on the grant date multiplied by the number of awards granted, net of estimated forfeitures. The fair value of PSAs also includes assumptions around achievement of certain Company-wide financial performance goals. The total required service period is typically three years.

The Company also issues RSAs to non-employee directors. The number of shares granted to each non-employee director is determined by dividing the value of the annual grant by the price of a share of the Company’s Class A Common Stock. New directors in any fiscal year earn a prorated amount. During fiscal 2022, there were 5,686 shares granted to non-employee directors compared to 2,877 and 6,314 during fiscal 2021 and 2020, respectively. The shares vest immediately upon grant.

A summary of the Company’s restricted and performance stock-settled awards for the years ended December 31, 2022, 2021 and 2020 is as follows:


	Year Ended December 31, 2022
	RSUs			PSUs			RSAs			PSAs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
Outstanding at beginning of year	130,009	$	518.80	37,691	$	482.42	154,322	$	253.54	74,032	$	225.34
Granted	181,351	359.02		70,777	367.16		6,122	321.03		—	—
Released	(48,095)	518.64		(226)	482.42		(104,891)	248.36		(38,671)	206.62
Forfeited	(20,533)	463.11		(2,314)	410.80		(8,582)	259.93		(115)	244.62
Outstanding at end of year	242,732	$	404.19	105,928	$	406.89	46,971	$	271.92	35,246	$	245.79


	Year Ended December 31, 2021
	RSUs			PSUs			RSAs			PSAs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
Outstanding at beginning of year	—	$	—	—	$	—	318,565	$	228.08	126,022	$	199.77
Granted	134,419	518.39		38,393	482.42		6,005	486.02		—	—
Released	(674)	489.16		—	—		(159,702)	212.33		(49,236)	160.11
Forfeited	(3,736)	509.58		(702)	482.42		(10,546)	239.78		(2,754)	236.18
Outstanding at end of year	130,009	$	518.80	37,691	$	482.42	154,322	$	253.54	74,032	$	225.34


		Year Ended December 31, 2020
	RSAs	PSAs
		Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
Outstanding at beginning of year		434,641	$	151.52	170,749	$	144.47
Granted		178,150	265.06		98,820	239.79
Released		(275,318)	133.43		(131,943)	160.18
Forfeited		(18,908)	199.04		(11,604)	194.23
Outstanding at end of year		318,565	$	228.08	126,022	$	199.77

Stock Appreciation Rights (“SARs”)

SARs were previously granted primarily as part of the Company’s annual share-based compensation incentive program. Beginning in 2021, the Company no longer included SARs in its annual share based compensation award issuances and did not issue any SARs during the years ended December 31, 2022 and 2021. The total fair value of SARs granted during the year ended December 31, 2020 was $6 million, which was estimated on the respective dates of grant using a binomial model.

A summary of the Company’s SARs is as follows:


	2022			2021			2020
SARs	SARs	Weighted-Average Grant Date Exercise Price		SARs	Weighted-Average Grant Date Exercise Price		SARs	Weighted-Average Grant Date Exercise Price
Outstanding at beginning of year	474,151	$	121.05	638,124	$	113.98	896,923	$	89.05
Granted	—	—		—	—		69,742	253.62
Exercised	(28,659)	88.35		(159,035)	89.87		(295,770)	67.96
Forfeited	(1,987)	229.46		(4,938)	213.80		(31,193)	149.09
Expired	(29)	205.12		—	—		(1,578)	166.52
Outstanding at end of year	443,476	$	122.67	474,151	$	121.05	638,124	$	113.98
Exercisable at end of year	400,351	$	110.14	383,273	$	97.29	417,856	$	81.88

The following table summarizes information about SARs outstanding as of December 31, 2022:


	Outstanding		Exercisable
Aggregate intrinsic value (in millions)	$	60	$	59
Weighted-average remaining contractual life (in years)	2.6		2.5

The intrinsic value of SARs exercised during fiscal 2022, 2021 and 2020 was $8 million, $69 million and $60 million, respectively. The total fair value of SARs that vested during fiscal 2022, 2021 and 2020 was $3 million, $5 million and $8 million, respectively.

Reflexis Replacement Options

In connection with the Company’s acquisition of Reflexis in 2020, the Company assumed the 2016 Stock Incentive Plan of Reflexis Systems, Inc. (the “Reflexis Plan”) and replaced certain unvested options under the Reflexis Plan with Zebra incentive stock options (“Reflexis Replacement Options”). Upon exercise of Reflexis Replacement Options, the Company receives cash proceeds equal to the exercise price and issues whole shares of Class A Common Stock to participants.

As of December 31, 2022, there were 17,457 outstanding Reflexis Replacement Options, of which 16,148 were exercisable. The outstanding awards have a weighted average exercise price and remaining contractual life of $58.20 and 5.4 years, respectively. The awards that are exercisable have a weighted average exercise price and remaining contractual life of $56.69 and 5.3 years, respectively. The intrinsic value of Reflexis Replacement Options exercised during fiscal 2022, 2021 and 2020 was $2 million, $4 million and $1 million, respectively. The total fair value of Reflexis Replacement Options that vested during fiscal 2022, 2021 and 2020 was $1 million, $5 million and $2 million, respectively.

Cash-settled awards

The Company also issues cash-settled share-based compensation awards, including cash-settled stock appreciation rights, cash-settled restricted stock units and cash-settled performance stock units that are classified as liability awards. These awards are expensed over the vesting period of the related award, which is typically three years. Compensation cost is calculated at the fair value on grant date multiplied by the number of share-equivalents granted. The fair value is remeasured at the end of each reporting period based on the Company’s stock price, with remeasurements reflected as an adjustment to compensation expense in the Consolidated Statements of Operations. Cash settlement is based on the fair value of share equivalents at the time of vesting, which was $5 million, $11 million and $9 million in 2022, 2021 and 2020, respectively. Share-equivalents issued under these programs totaled 66,923, 11,644 and 40,166 in fiscal 2022, 2021 and 2020, respectively.

Employee Stock Purchase Plan

In May 2020, the Company’s stockholders approved the Zebra Technologies Corporation 2020 Employee Stock Purchase Plan (“2020 ESPP”), which superseded the 2011 Employee Stock Purchase Plan (“2011 ESPP”) and became effective on July 1,

Like the 2011 ESPP, the 2020 ESPP permits eligible employees to purchase common stock at 95% of the fair market value at the date of purchase. Employees may make purchases by cash or payroll deductions up to certain limits. The aggregate number of shares that may be purchased under the 2020 ESPP is 1,500,000 shares. As of December 31, 2022, 1,399,851 shares remained available for future purchase.

Note 16 Income Taxes

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


	Year Ended December 31,
	2022		2021		2020
U.S.	$	(69)	$	328	$	33
Outside U.S.	613		640		527
Total	$	544	$	968	$	560

Income tax expense (benefit) consisted of the following (in millions):


	Year Ended December 31,
	2022		2021		2020
Current:
Federal	$	141	$	63	$	6
State	22		12		1
Foreign	126		124		89
Total current	$	289	$	199	$	96
Deferred:
Federal	(168)		(48)		(25)
State	(22)		(12)		(5)
Foreign	(18)		(8)		(10)
Total deferred	$	(208)	$	(68)	$	(40)
Total	$	81	$	131	$	56

The Company’s effective tax rates were 14.9%, 13.5% and 10.0% for the years ended December 31, 2022, 2021 and 2020, respectively.

A reconciliation of the U.S. federal statutory income tax rate to our actual income tax rate is provided below:


	Year Ended December 31,
	2022		2021		2020
Provision computed at statutory rate	21.0	%	21.0	%	21.0	%

Remeasurement of deferred taxes	(0.4)		(1.0)		(0.6)
Change in valuation allowance	0.1		(0.1)		0.1
U.S. impact of Enterprise acquisition	0.4		0.3		0.3
Change in contingent income tax reserves	(0.3)		(0.2)		(0.4)
Foreign earnings subject to U.S. taxation	(3.5)		(2.0)		1.5
Foreign rate differential	(3.4)		(1.7)		(5.5)

State income tax, net of federal tax benefit	(0.5)		0.3		0.4
Tax credits	(3.1)		(2.0)		(2.9)
Equity compensation deductions	(0.1)		(2.4)		(3.2)
Return to provision and other true ups	1.5		(0.9)		(2.5)
Settlements with tax authorities	2.0		0.0		0.0
Permanent differences and other	1.2		2.2		1.8
Provision for income taxes	14.9	%	13.5	%	10.0	%

For the year ended December 31, 2022, the Company’s effective tax rate was lower than the federal statutory rate of 21% primarily due to lower tax rates in foreign jurisdictions, the generation of tax credits and the favorable impacts of foreign

earnings subject to U.S. taxation. For the years ended December 31, 2021 and 2020, the Company’s effective tax rate was lower than the federal statutory rate of 21% primarily due to lower tax rates in foreign jurisdictions, the generation of tax credits and the favorable impacts of share-based compensation benefits.

The Company evaluated the provisions of the Inflation Reduction Act of 2022, signed into law on August 16, 2022; the American Rescue Plan Act, signed into law on March 11, 2021; the Consolidated Appropriations Act of 2021, signed into law on December 27, 2020; and the Coronavirus Aid, Relief and Economic Security Act, signed into law on March 27, 2020. The provisions of these laws did not have a significant impact to our effective tax rate in either the current or prior years. Management continues to monitor guidance regarding these laws and developments related to other coronavirus tax relief throughout the world for potential impacts.

In December of 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two Model Rules defining the global minimum tax rules, which contemplate a minimum tax rate of 15%. The OECD continues to release additional guidance on these rules and the framework calls for law enactment by OECD members to take effect in 2024. The Company will continue to monitor developments but believes the impact to future effective tax rates and corporate tax liability will be minimal.

The Company earns a significant amount of its operating income outside of the U.S that is taxed at rates different than the U.S. federal statutory rate. The Company’s principal foreign jurisdictions that provide sources of operating income are the U.K. and Singapore. The Company has received an incentivized tax rate from the Singapore Economic Development Board, which reduces the income tax rate in that jurisdiction effective for calendar years 2019 to 2023. The Company has committed to making additional investments in Singapore over the period 2019 to 2023. However, should the Company not make these investments in accordance with the agreement, any incentive benefit would have to be repaid to the Singapore tax authorities.

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


	December 31,
	2022		2021
Deferred tax assets:
Capitalized research expenditures	$	138	$	14
Deferred revenue	93		85
Tax credits	32		37
Net operating loss carryforwards	432		438
Other accruals	31		40
Inventory items	21		15

Sales return/rebate reserve	81		61
Share-based compensation expense	14		12

Legal accrual	55		2
Lease liabilities	23		12
Valuation allowance	(420)		(422)
Total deferred tax assets	$	500	$	294
Deferred tax liabilities:
Depreciation and amortization	127		84
Unrealized gains and losses on securities and investments	12		5
Undistributed earnings	2		4
Right of use lease assets	20		11
Other	7		4
Total deferred tax liabilities	$	168	$	108
Net deferred tax assets	$	332	$	186

For tax years beginning in 2022, the Tax Cuts and Jobs Act of 2017 imposed a requirement that all R&D expenses be capitalized and amortized for U.S. tax purposes. The effect of this new provision is an increase of approximately $130 million to deferred tax assets with a corresponding increase to the current tax liability.

The Company’s valuation allowance primarily relates to Luxembourg reorganization activities in 2019, which had resulted in the realization of deferred tax liabilities and a corresponding increase in valuation allowances related to depreciation and amortization. The Company’s valuation allowance also consists of certain net operating loss (“NOL”) and credit carryforwards for which the Company believes it is more likely than not that a tax benefit will not be realized. With respect to all other deferred tax assets, the Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize a tax benefit. There were no significant adjustments to the Company’s valuation allowance during the year ended December 31, 2022.

As of December 31, 2022, the Company had approximately $432 million (tax effected) of “NOLs” and $32 million of credit carryforwards. Approximately $183 million of NOLs will expire beginning in 2023 through 2040, and $25 million of credits will expire beginning in 2023 through 2037, with the remaining amounts of NOLs and credit carryforwards having no expiration dates.

The Company is subject to the GILTI, BEAT and FDII provisions, for which we recorded an income tax benefit of $19 million and $20 million for the years ended December 31, 2022 and 2021, respectively, and an income tax expense of $8 million for the year ended December 31, 2020. These impacts are included in the calculation of the Company’s effective tax rate.

The Company is not permanently reinvested with respect to its U.S. directly-owned foreign subsidiaries. The Company is subject to U.S. income tax on substantially all foreign earnings under GILTI, while any remaining foreign earnings are eligible for a dividends received deduction. As a result, future repatriation of earnings will not be subject to additional U.S. federal income tax but may be subject to currency translation gains or losses. Where required, the Company has recorded a deferred tax liability for foreign withholding taxes on current earnings. Additionally, gains and losses on any future taxable dispositions of U.S.-owned foreign affiliates continue to be subject to U.S. income tax.

The Company has not recognized deferred tax liabilities in the U.S. with respect to its outside basis differences in its directly-owned foreign affiliates. It is not practicable to determine the amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings.

Unrecognized tax benefits

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


	Year ended December 31,
	2022		2021
Balance at beginning of year	$	7	$	8

Additions for tax positions related to prior years	3		—

Settlements for tax positions	(2)		—
Lapse of statutes	(1)		(1)
Balance at end of year	$	7	$	7

As of December 31, 2022 and December 31, 2021, there were $7 million of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. Additionally, fiscal years 2009 through 2022 remain open to examination by multiple foreign and U.S. state taxing jurisdictions.

As of December 31, 2022, no significant uncertain tax positions are expected to be settled within the next twelve months. Due to uncertainties in any tax audit or litigation outcome, the Company’s estimates of the ultimate settlements of uncertain tax positions may change and the actual tax benefits may differ significantly from estimates.

The Company recognized less than $1 million of net tax benefit associated with interest and penalties related to income tax matters during the year ended December 31, 2022. The Company recognized no net tax benefit and a tax benefit of $2 million for interest and penalties during the years ended December 31, 2021 and 2020, respectively. The expense or benefit associated with interest and penalties was reflected within Income tax expense on the Consolidated Statements of Operations. The Company has included $5 million and $6 million of estimated interest and penalty obligations within Other long-term liabilities on the Consolidated Balance Sheets each as of December 31, 2022 and 2021.

Note 17 Earnings Per Share

Basic net earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of diluted common shares outstanding. Diluted common shares outstanding is computed using the Treasury Stock method and, in periods of income, reflects the additional shares that would be outstanding if dilutive share-based compensation awards were converted into common shares during the period.

Earnings per share (in millions, except share data):


	Year Ended December 31,
	2022		2021		2020
Basic:
Net income	$	463	$	837	$	504
Weighted-average shares outstanding	52,207,903		53,446,399		53,441,375
Basic earnings per share	$	8.86	$	15.66	$	9.43

Diluted:
Net income	$	463	$	837	$	504
Weighted-average shares outstanding	52,207,903		53,446,399		53,441,375
Dilutive shares	350,809		456,031		471,870
Diluted weighted-average shares outstanding	52,558,712		53,902,430		53,913,245
Diluted earnings per share	$	8.80	$	15.52	$	9.35

Anti-dilutive share-based compensation awards are excluded from diluted earnings per share calculations. There were 173,519, 8,000, and 46,128 shares that were anti-dilutive for the years ended December 31, 2022, 2021, and 2020, respectively.

Note 18 Accumulated Other Comprehensive Income (Loss)

Stockholders’ equity includes certain items classified as AOCI, including:

Unrealized gain (loss) on anticipated sales hedging transactions relates to derivative instruments used to hedge the exposure related to currency exchange rates for forecasted Euro sales. These hedges are designated as cash flow hedges, and the Company defers income statement recognition of gains and losses until the hedged transaction occurs See Note 11, Derivative Instruments for more details.
Foreign currency translation adjustments relate to the Company’s non-U.S. subsidiary companies that have designated a functional currency other than the U.S. Dollar. The Company is required to translate the subsidiary functional currency financial statements to U.S. Dollars using a combination of historical, period end, and average foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of AOCI.

The changes in each component of AOCI during the three years ended December 31, 2022, 2021, and 2020 were as follows (in millions):


	Unrealized gain (loss) on sales hedging		Foreign currency translation adjustments		Total
Balance at December 31, 2019	$	2	$	(46)	$	(44)
Other comprehensive (loss) income before reclassifications	(43)		5		(38)
Amounts reclassified from AOCI(1)	6		—		6
Tax effect	7		—		7
Other comprehensive (loss) income, net of tax	(30)		5		(25)
Balance at December 31, 2020	(28)		(41)		(69)
Other comprehensive income (loss) before reclassifications	55		(6)		49
Amounts reclassified from AOCI(1)	2		—		2
Tax effect	(11)		—		(11)
Other comprehensive income (loss), net of tax	46		(6)		40
Balance at December 31, 2021	18		(47)		(29)
Other comprehensive income (loss) before reclassifications	50		(8)		42
Amounts reclassified from AOCI(1)	(87)		—		(87)
Tax effect	8		—		8
Other comprehensive (loss) income, net of tax	(29)		(8)		(37)
Balance at December 31, 2022	$	(11)	$	(55)	$	(66)

(1) See Note 11, Derivative Instruments regarding timing of reclassifications to operating results.

Note 19 Accounts Receivable Factoring

The Company has Receivables Factoring arrangements, pursuant to which certain receivables are sold to banks without recourse in exchange for cash. Transactions under the Receivables Factoring arrangements are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under these Receivables Factoring arrangements, the Company does not maintain any beneficial interest in the receivables sold. The banks’ purchase of eligible receivables is subject to a maximum amount of uncollected receivables. The Company services the receivables on behalf of the banks, but otherwise maintains no significant continuing involvement with respect to the receivables. Sale proceeds that are representative of the fair value of factored receivables, less a factoring fee, are reflected in Cash flows from operating activities on the Consolidated Statements of Cash Flows, while sale proceeds in excess of the fair value of factored receivables are reflected in Cash flows from financing activities on the Consolidated Statements of Cash Flows.

The Company currently has two active Receivables Factoring arrangements. One arrangement allows for the factoring of up to $25 million of uncollected receivables originated from the EMEA region. The second arrangement allows for the factoring of up to €150 million of uncollected receivables originated from the EMEA and Asia-Pacific regions. With respect to the second arrangement, the Company may be required to maintain a portion of sales proceeds as deposits in a restricted cash account that is released to the Company as it satisfies its obligations as servicer of sold receivables, which totaled $12 million each as of December 31, 2022 and 2021, respectively, and is classified within Prepaid expenses and other current assets on the Consolidated Balance Sheets.

During the years ended December 31, 2022, 2021 and 2020, the Company received cash proceeds of $1,496 million, $1,504 million and $1,291 million, respectively, from the sales of accounts receivables under its factoring arrangements. As of December 31, 2022 and 2021, there were a total of $61 million and $24 million, respectively, of uncollected receivables that had been sold and removed from the Company’s Consolidated Balance Sheets.

As servicer of sold receivables, the Company had $130 million and $141 million of obligations that were not yet remitted to banks as of December 31, 2022 and 2021, respectively. These obligations are included within Accrued liabilities on the Consolidated Balance Sheets, with changes in such obligations reflected within Net cash provided by (used in) financing activities on the Consolidated Statements of Cash Flows.

Fees incurred in connection with these arrangements were not significant.

Note 20 Segment Information & Geographic Data

Segment results

The Company’s operations consist of two reportable segments: Asset Intelligence & Tracking (“AIT”) and Enterprise Visibility & Mobility (“EVM”). The reportable segments have been identified based on the financial data utilized by the Company’s Chief Executive Officer (the chief operating decision maker or “CODM”) to assess segment performance and allocate resources among the Company’s segments. The CODM reviews adjusted operating income to assess segment profitability. To the extent applicable, segment operating income excludes business acquisition purchase accounting adjustments, amortization of intangible assets, acquisition and integration costs, impairment of goodwill and other intangibles, exit and restructuring costs, as well as certain other non-recurring costs (such as the Settlement in the current year). Segment assets are not reviewed by the Company’s CODM and therefore are not disclosed below.

Effective January 1, 2022, the location solutions offering, which provides a range of RTLS and services that generate on-demand information about the physical location and status of 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. We have reported our results reflecting this change, including historical periods, on a comparable basis. This change did not have an impact to the Consolidated Financial Statements.

Financial information by segment is presented as follows (in millions):


	Year Ended December 31,
	2022		2021		2020
Net sales:
AIT	$	1,736	$	1,657	$	1,369
EVM	4,045		3,976		3,086
Total segment Net sales	5,781		5,633		4,455
Corporate eliminations(1)	—		(6)		(7)
Total Net sales	$	5,781	$	5,627	$	4,448
Operating income:
AIT(2)	$	360	$	382	$	331
EVM(2)	712		750		457
Total segment operating income	1,072		1,132		788
Corporate eliminations(1)	(543)		(153)		(137)
Total Operating income	$	529	$	979	$	651

(1)To the extent applicable, amounts included in Corporate eliminations consist of business acquisition purchase accounting adjustments, amortization of intangible assets, acquisition and integration costs, impairment of goodwill and other intangibles, exit and restructuring costs, as well as certain other non-recurring costs (such as the Settlement in the current year).

(2)AIT and EVM segment operating income includes depreciation and share-based compensation expense. The amounts of depreciation and share-based compensation expense are proportionate to each segment’s Net sales.

Sales to significant customers

The Company has three customers, who are distributors of the Company’s products and solutions, that individually accounted for more than 10% of total Company Net sales during the years ended December 31, 2022, 2021 and 2020. The approximate percentage of our segment and Company total Net sales to these customers were as follows:


	Year Ended December 31,
	2022						2021						2020
	AIT		EVM		Total		AIT		EVM		Total		AIT		EVM		Total
Customer A	7.2	%	13.5	%	20.7	%	7.3	%	15.0	%	22.3	%	6.5	%	14.2	%	20.7	%
Customer B	5.7	%	9.3	%	15.0	%	5.1	%	8.5	%	13.6	%	4.9	%	9.0	%	13.9	%
Customer C	3.7	%	9.1	%	12.8	%	3.1	%	9.5	%	12.6	%	4.8	%	12.9	%	17.7	%

These customers accounted for 21.7%, 19.5%, and 17.8%, respectively, of accounts receivable as of December 31, 2022, and 22.7%, 13.4% and 14.8%, respectively, of accounts receivable as of December 31, 2021. No other customer accounted for more than 10% of total Net sales during the years ended December 31, 2022, 2021 or 2020, or more than 10% of outstanding accounts receivable as of December 31, 2022 or 2021.

Geographic data

Information regarding the Company’s operations by geographic area is contained in the following tables. Net sales amounts are attributed to geographic area based on customer location.

Net sales by region were as follows (in millions):


	Year Ended December 31,
	2022		2021		2020
North America	$	2,919	$	2,819	$	2,319
EMEA	1,920		1,976		1,495
Asia-Pacific	609		543		439
Latin America	333		289		195
Total Net sales	$	5,781	$	5,627	$	4,448

The U.S. and Germany were the only countries that accounted for more than 10% of the Company’s net sales in 2022, 2021, and 2020. Net sales during these years were as follows (in millions):


	Year Ended December 31,
	2022		2021		2020
U.S.	$	2,840	$	2,784	$	2,291
Germany	949		901		595
Other	1,992		1,942		1,562
Total Net sales	$	5,781	$	5,627	$	4,448

Geographic data for long-lived assets is as follows (in millions):


	Year Ended December 31,
	2022		2021		2020
North America	$	336	$	290	$	289
EMEA	58		68		68
Asia-Pacific	35		39		45
Latin America	5		6		7
Total long-lived assets	$	434	$	403	$	409

Long-lived assets are defined by the Company as property, plant and equipment and ROU assets. Primarily all of the Company’s long-lived assets in the North America region are located in the U.S.

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