Zebra Technologies (ZBRA) 10-K risk factor changes: FY2023 vs FY2022

We have [removed: grown rapidly] [added: expanded operations and customer offerings] over the last several years both organically and through acquisitions.

This [removed: growth] has caused increased complexities in the business.

- Maintaining and improving information technology infrastructure to support [removed: growth;][added: growth and to manage cyber security threats;]

- Managing our international operations; [removed: and]

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

The Company’s industry is [removed: characterized] [added: impacted] by:

Risks associated with operations, sales, and purchases [removed: outside the United States] include:

- Political and economic instability [added: and uncertainty] may reduce demand for our products or put our assets at risk;

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

[removed: *Cybersecurity incidents could disrupt business operations.*] We rely on information technology systems throughout the Company to keep financial records, process orders, manage inventory, coordinate shipments to distributors and customers, maintain confidential and proprietary information, and other technical activities, and operate other critical functions such as internet connectivity, network communications, and email.

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

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

[removed: *Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business practices could negatively impact our business.* It is our policy to require suppliers, subcontractors, distributors, resellers, and] third-party sales representatives (“TPSRs”) to operate in compliance with applicable laws, rules, and regulations, including those regarding working conditions, employment practices, environmental compliance, anti-corruption, and trademark and copyright licensing.

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

In addition, volatility in customer demand, product availability, and costs to transport products, may result in increased operating input [removed: costs.][added: costs, elevated inventory levels, as well as inventory-related losses.]

[removed: Moreover, in the event any of these suppliers] breach their contracts with us, our legal remedies associated with such a breach may be insufficient to compensate us for any damages it may suffer.

*Adverse economic conditions or reduced [added: and/or changes in the timing and amount of] information technology spending may negatively impact our business.* General disruption of financial markets and a related general economic downturn [added: or uncertainty] could adversely affect our business and financial condition through a reduction in demand for our products, solutions or services by our customers.

A tightening of financial credit [added: or increase in the cost of borrowing] could adversely affect our customers, suppliers, outsourced manufacturers, and channel partners (e.g., distributors and resellers) from obtaining adequate credit for the financing of significant purchases.

- Managing the cost of labor including any union organizing efforts and our responses to such efforts; and

- Geopolitical turmoil, including popular uprisings, regional conflicts, terrorism and war could limit or prohibit our ability to transfer certain technologies, to sell our products and solutions, and could result in additional closure of facilities in sanctioned countries (e.g., the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, and changes in China-Taiwan and U.S.-China relations);

*Emerging issues related to the development and use of artificial intelligence (“AI”) could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business.* Our development and use of AI technology in our products and operations remains in the early phases.

While we aim to develop and use AI responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.

AI technologies are complex and rapidly evolving and the technologies that we develop or use may ultimately be flawed.

Moreover, AI technology is subject to rapidly evolving domestic and international laws and regulations, which could impose significant costs and obligations on the company.

For example, in 2023 the Biden Administration issued a new, executive order on safe, secure and trustworthy AI and the EU introduced the AI Act to establish rules for providers and users.

Emerging regulations may pertain to data privacy, data protection, and the ethical use of AI, as well as clarifying intellectual property considerations.

Our use of AI could give rise to legal or regulatory action, increased scrutiny or liability, damage our reputation, or otherwise materially harm our business.

*Cybersecurity incidents could disrupt business operations.* New technologies and systems being installed with the intent of advancing capabilities and processing efficiencies may introduce new risks which could outpace the organization's ability to properly identify, assess and address such risks.

Further, new business models that rely heavily on global digitization, use of the cloud, big data, mobile and social media expose the organization to even more cyber-attacks.

In addition, any failure on the part of one of our contract manufacturers, distributors or

resellers to maintain the security of its systems or data, including via the penetration of their network security or ransomware, could result in business disruption to us and damage to our reputation.

*Global health crises, such as the COVID-19 pandemic, have had an impact on our supply chain and could have a material impact on our global operations, our customers and our vendors, which could adversely impact our business results and financial condition.* Global health crises could have a material impact on our global operations, our employees, our customers and our vendors, which could adversely impact our business results and financial conditions.

For example, the continued evolution of COVID-19 and its variants, as well as periodic spikes in infection rates, local outbreaks on our sites or supplier, customer or vendor sites, in spite of safety measures or vaccinations, could cause disruptions to our operations or those of our suppliers, customers or vendors.

Pandemic conditions could lead to global supply chain challenges, which could adversely impact our ability to procure certain components and could impact our ability to manufacture products and cause delays in delivery of our products and/or solutions to our customers.

As new variants of viruses appear, especially variants that are more easily spread, cause more serious outcomes, or are resistant to existing vaccines, new health orders and safety protocols could further impact our on-site operations and our ability to manufacture, ship or deliver products and solutions to customers.

These factors could materially and negatively impact our business results, operations, revenue, growth and overall financial condition.

*Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business practices could negatively impact our business.* It is our policy to require suppliers, subcontractors, distributors, resellers, and

Third-party dealers, distributors or resellers could also face additional costs or credit concerns resulting from an uncertain economic environment that would cause such parties to reduce purchases of our products, thereby causing a negative impact on our financial results.

Moreover, in the event any of these suppliers

Cost reduction actions have been and may be necessary in the future resulting in restructuring charges as well as changes in staffing levels which may strain our resources.

- Geopolitical uncertainty or turmoil could negatively affect our operations or those of our customers or suppliers;

for such devices.

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

*The effects of the COVID-19 pandemic have and may continue to adversely affect our business, financial results, and results of operations.* The coronavirus (“COVID-19”) pandemic has been, and continues to be, complex and rapidly evolving, and has impacted our business, with prior impacts primarily related to supply chain disruption (including higher fulfillment costs and component shortages) and labor constraints.

The duration and extent of the impact of the COVID-19 pandemic on our business, operations and financial results depends on factors that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the emergence of new variants of the virus, the length of the pandemic, and the impact of these and other factors on our stakeholders.

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

Over the course of the pandemic we have implemented a number of measures in an effort to protect the health and well-being of our employees, customers and suppliers, including having the majority of office workers work remotely during the height of the pandemic and gradually returning to offices as restrictions are lifted, limiting employee travel where appropriate, and implementing more strenuous health and safety measures for hosting and attending in-person industry events.

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

However, there is no guarantee that such protocols will be successful in preventing the spread of COVID-19 amongst our employees, and even as employees return to our offices, we may be prevented from conducting business activities at full capacity for an indefinite period of time.

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

The potential negative

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

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

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

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

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

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

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

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

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

result in additional cost, time and management attention in order to effectively manage the transition, which could negatively impact our financial results.

Cost reduction actions may be necessary and might lead to restructuring charges.

This section generally discusses fiscal [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] are not included herein.

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021] [added: 2022] for that discussion.

The Company is a global leader [added: in] providing Enterprise Asset Intelligence (“EAI”) solutions in the Automatic Identification and Data Capture (“AIDC”) industry.

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

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

The Company [removed: also] continues to focus on scaling and integrating our [removed: other] recent acquisitions [removed: (Antuit.ai, Fetch Robotics, Adaptive Vision Sp.][added: providing growth opportunities across our solution offerings.]

[removed: The acceleration of broad] [added: We entered 2023 facing headwinds from] global cost inflation, [removed: a] rising interest [removed: rate environment,] [added: rates,] and a stronger U.S. [removed: dollar in the current year] [added: dollar, which] have negatively impacted our [removed: operating] [added: current year] results.

We have [added: been] partially [removed: mitigated] [added: mitigating] the financial impacts of these [added: operating] headwinds through a combination of [added: cost management actions and] targeted [added: list] price [removed: increases, as well as our ongoing foreign currency exchange and interest rate risk management programs.][added: increases.]

[removed: 2022] [added: 2023] Financial [removed: Highlights] [added: Summary] and Other Recent Developments

- Net sales were [removed: $5,781] [added: $4,584] million in the current year compared to [removed: $5,627] [added: $5,781] million in the prior year.

- Operating income was [removed: $529] [added: $481] million in the current year compared to [removed: $979] [added: $529] million in the prior year.

- Net income was [removed: $463] [added: $296] million, or [removed: $8.80] [added: $5.72] per diluted share in the current year, compared to Net income of [removed: $837] [added: $463] million, or [removed: $15.52] [added: $8.80] per diluted share in the prior year.

- [removed: Operating] [added: Net] cash [removed: flow] [added: used in operating activities] was [removed: $488] [added: $4] million in the current year compared to [removed: $1,069] [added: net cash provided by operating activities of $488] million in the prior year.

- We repurchased [removed: $751] [added: $52] million of common shares in the current year compared to [removed: $57] [added: $751] million in the prior year.

[removed: The total cost] [added: During the first quarter of 2024, the Company committed to additional actions] under the 2022 Productivity [removed: Plan,] [added: Plan] which [removed: is] [added: will bring the total] expected [removed: to be completed in 2023, is estimated] [added: cost of the Programs] to [removed: be] approximately [removed: $25] [added: $130] million.

In the [removed: first] [added: second] quarter of [removed: 2022, the] [added: 2023, our advanced] location [added: technology] solutions [removed: offering,] [added: business,] which [removed: provides a range of RTLS and services that generate on-demand information about the physical location and status] [added: is primarily comprised] of [removed: high-valued assets, equipment,] [added: RFID devices] and [removed: people,] [added: RTLS offerings,] moved from our [removed: AIT] [added: EVM] segment into our [removed: EVM] [added: AIT] segment contemporaneous with a change in our organizational structure and management of the business.

We have reported our [added: segment] results reflecting this change, including historical periods, on a comparable basis.

This change [removed: did] [added: does] not have an impact [removed: to] [added: on] the Consolidated Financial Statements.

Results of Operations: Year Ended [removed: 2022] [added: 2023] versus [removed: 2021] [added: 2022] and Year Ended [removed: 2021] [added: 2022] versus [removed: 2020][added: 2021]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: Percent Change 2022] [added: Percent Change 2023] vs [removed: 2021] [added: 2022] | | | | | | [removed: Percent Change 2021] [added: Percent Change 2022] vs [removed: 2020] [added: 2021] | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| Tangible products | | | $ | [removed: 4,915] [added: 3,665] | | | | | $ | [removed: 4,845] [added: 4,915] | | | | | $ | [removed: 3,813] [added: 4,845] | | | | | [removed: 1.4] [added: (25.4)] | | % | | | | [removed: 27.1] [added: 1.4] | | % |

| Services and software | | | [removed: 866] [added: 919] | | | | | | [removed: 782] [added: 866] | | | | | | [removed: 635] [added: 782] | | | | | | [removed: 10.7] [added: 6.1] | | % | | | | [removed: 23.1] [added: 10.7] | | % |

| Total Net sales | | | [removed: 5,781] [added: 4,584] | | | | | | [removed: 5,627] [added: 5,781] | | | | | | [removed: 4,448] [added: 5,627] | | | | | | [removed: 2.7] [added: (20.7)] | | % | | | | [removed: 26.5] [added: 2.7] | | % |

| Gross profit | | | [removed: 2,624] [added: 2,123] | | | | | | [removed: 2,628] [added: 2,624] | | | | | | [removed: 2,003] [added: 2,628] | | | | | | [removed: (0.2)] [added: (19.1)] | | % | | | | [removed: 31.2] [added: (0.2)] | | % |

| *Gross margin* | | | [removed: *45.4*] [added: *46.3*] | | *%* | | | | [removed: *46.7*] [added: *45.4*] | | *%* | | | | [removed: *45.0*] [added: *46.7*] | | *%* | | | | [removed: *(130)] [added: *90] bps* | | | | | | [removed: *170] [added: *(130)] bps* | | |

| Operating expenses | | | [removed: 2,095] [added: 1,642] | | | | | | [removed: 1,649] [added: 2,095] | | | | | | [removed: 1,352] [added: 1,649] | | | | | | [removed: 27.0] [added: (21.6)] | | % | | | | [removed: 22.0] [added: 27.0] | | % |

| Operating income | | | $ | [removed: 529] [added: 481] | | | | | $ | [removed: 979] [added: 529] | | | | | $ | [removed: 651] [added: 979] | | | | | [removed: (46.0)] [added: (9.1)] | | % | | | | [removed: 50.4] [added: (46.0)] | | % |

| North America | | | $ | [removed: 2,919] [added: 2,405] | | | | | $ | [removed: 2,819] [added: 2,919] | | | | | $ | [removed: 2,319] [added: 2,819] | | | | | [removed: 3.5] [added: (17.6)] | | % | | | | [removed: 21.6] [added: 3.5] | | % |

| EMEA | | | [removed: 1,920] [added: 1,414] | | | | | | [removed: 1,976] [added: 1,920] | | | | | | [removed: 1,495] [added: 1,976] | | | | | | [removed: (2.8)] [added: (26.4)] | | % | | | | [removed: 32.2] [added: (2.8)] | | % |

| Asia-Pacific | | | [removed: 609] [added: 481] | | | | | | [removed: 543] [added: 609] | | | | | | [removed: 439] [added: 543] | | | | | | [removed: 12.2] [added: (21.0)] | | % | | | | [removed: 23.7] [added: 12.2] | | % |

| Latin America | | | [removed: 333] [added: 284] | | | | | | [removed: 289] [added: 333] | | | | | | [removed: 195] [added: 289] | | | | | | [removed: 15.2] [added: (14.7)] | | % | | | | [removed: 48.2] [added: 15.2] | | % |

| Total Net sales | | | $ | [removed: 5,781] [added: 4,584] | | | | | $ | [removed: 5,627] [added: 5,781] | | | | | $ | [removed: 4,448] [added: 5,627] | | | | | [removed: 2.7] [added: (20.7)] | | % | | | | [removed: 26.5] [added: 2.7] | | % |

| | | | [removed: 2022 | | | | | | 2021] [added: 2023] | | | | | | [removed: 2020] [added: 2022] | | | | | | [removed: 2022] [added: 2021] | | | | | | [removed: 2021] | | | | | | [removed: 2020] | | |

| Selling and marketing | | | $ | [removed: 607] [added: 581] | | | | | $ | [removed: 587] [added: 607] | | | | | $ | [removed: 483] [added: 587] | | | | | [removed: 10.5] [added: 12.7] | | % | | | | [removed: 10.4] [added: 10.5] | | % | | | | [removed: 10.9] [added: 10.4] | | % |

| Research and development | | | [removed: 570] [added: 519] | | | | | | [removed: 567] [added: 570] | | | | | | [removed: 453] [added: 567] | | | | | | [removed: 9.9] [added: 11.3] | | % | | | | [removed: 10.1] [added: 9.9] | | % | | | | [removed: 10.2] [added: 10.1] | | % |

| General and administrative | | | [removed: 375] [added: 334] | | | | | | [removed: 348] [added: 375] | | | | | | [removed: 304] [added: 348] | | | | | | [removed: 6.5] [added: 7.3] | | % | | | | [removed: 6.2] [added: 6.5] | | % | | | | [removed: 6.8] [added: 6.2] | | % |

| Settlement and related costs | | | [removed: 372] [added: —] | | | | | | [removed: —] [added: 372] | | | | | | — | | | | | | [removed: 6.4] [added: —] | | [removed: %] | | | | [removed: —] [added: 6.4] | | [added: %] | | | | — | | |

| Amortization of intangible assets | | | [removed: 136] [added: 104] | | | | | | [removed: 115] [added: 136] | | | | | | [removed: 78] [added: 115] | | | | | | NM | | | | | | NM | | | | | | NM | | |

As the year progressed, we experienced a broad-based decline in customer demand across our core product offerings.

Demand declines were most pronounced in our mobile computing and printing businesses within our EVM and AIT segments, respectively, as we believe many of our customers were absorbing significant capacity built-out in recent years, while also experiencing tighter capital spending budgets.

These dynamics, coupled with a general trend in distributors reducing their inventory levels, negatively impacted our current year results.

Throughout 2023, we also experienced an overall improvement in both component part availability and costs of transportation, which enabled us to better meet customer demand as compared to the prior year.

We are not yet seeing signs of a broad-based recovery in end-market demand.

As a result of the impacts on our business discussed above, the Company expanded the scope of its 2022 Productivity Plan and initiated a U.S. employee voluntary retirement plan (“VRP”) in the current year (the “Programs”).

These costs are classified within Exit and restructuring on the Consolidated Statements of Operations.

The Programs are expected to impact over 9% of our global employee base and are estimated to result in annualized net cost savings of approximately $120 million, primarily within Operating expenses.

The Company has realized approximately $50 million of net savings to date, primarily in the third and fourth quarters of the current year.

The actions under the VRP have been completed in the current year and the remaining actions under the 2022 Productivity Plan are expected to be substantially completed in the first half of 2024.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change 2023 vs 2022 | | | | | | Percent Change 2022 vs 2021 | | |

| | | | 2023 | | | | | | 2022 | | |

Total Net sales decreased $1,197 million or 20.7% compared to the prior year reflecting declines in both of our segments resulting from broad-based decline in demand for our core products as well as a reduction of inventory levels at our distributors.

Current year Net sales of both segments included the benefit of targeted list price increases, partially offset by the negative effects of foreign currency changes.

As compared to the prior year, Gross margin was significantly higher in our AIT segment, while Gross margin in our EVM segment was modestly lower.

Both segments, particularly AIT, benefited from lower premium freight and component part costs compared to the prior year, and were negatively impacted by volume deleveraging, particularly EVM.

Excluding the $372 million settlement charge in the prior year, Operating expenses would have been 29.8% of Net sales.

The increase as a percentage of Net sales over the prior year reflects the impact of expense deleveraging.

The decrease was due to lower Gross profit partially offset by lower Operating expenses.

The decrease in the effective tax rate compared to the prior year was primarily due to favorability in discrete items.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change 2023 vs 2022 | | | | | | Percent Change 2022 vs 2021 | | |

| Tangible products | | | $ | 1,537 | | | | | $ | 1,728 | | | | | $ | 1,625 | | | | | (11.1) | | % | | | | 6.3 | | % |

| Services and software | | | 114 | | | | | | 109 | | | | | | 109 | | | | | | 4.6 | | % | | | | — | | |

| Total Net sales | | | 1,651 | | | | | | 1,837 | | | | | | 1,734 | | | | | | (10.1) | | % | | | | 5.9 | | % |

| Gross profit | | | 787 | | | | | | 795 | | | | | | 796 | | | | | | (1.0) | | % | | | | (0.1) | | % |

| *Gross margin* | | | *47.7* | | *%* | | | | *43.3* | | *%* | | | | *45.9* | | *%* | | | | *440 bps* | | | | | | *(260) bps* | | |

| Operating expenses | | | 441 | | | | | | 434 | | | | | | 410 | | | | | | 1.6 | | % | | | | 5.9 | | % |

| Operating income | | | $ | 346 | | | | | $ | 361 | | | | | $ | 386 | | | | | (4.2) | | % | | | | (6.5) | | % |

| | | | 2023 | | | | | | 2022 | | |

*2023 compared to 2022*

Total Net sales for AIT decreased $186 million or 10.1% compared to the prior year primarily due to lower sales of printing products and the negative effects of foreign currency changes, partially offset by targeted list price increases.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change 2023 vs 2022 | | | | | | Percent Change 2022 vs 2021 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | |

| Tangible products | | | $ | 2,128 | | | | | $ | 3,187 | | | | | $ | 3,220 | | | | | (33.2) | | % | | | | (1.0) | | % |

| Services and software | | | 805 | | | | | | 757 | | | | | | 679 | | | | | | 6.3 | | % | | | | 11.5 | | % |

| Total Net sales | | | 2,933 | | | | | | 3,944 | | | | | | 3,899 | | | | | | (25.6) | | % | | | | 1.2 | | % |

| Gross profit | | | 1,336 | | | | | | 1,829 | | | | | | 1,838 | | | | | | (27.0) | | % | | | | (0.5) | | % |

| Operating expenses | | | 993 | | | | | | 1,118 | | | | | | 1,092 | | | | | | (11.2) | | % | | | | 2.4 | | % |

| Operating income | | | $ | 343 | | | | | $ | 711 | | | | | $ | 746 | | | | | (51.8) | | % | | | | (4.7) | | % |

| | | | 2023 | | | | | | 2022 | | |

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company expects these macro conditions to persist into 2023.

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

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

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

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

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

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

The level of demand for certain product components resulted in lengthened lead times, component shortages, and higher input costs, including freight and component parts.

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

In the third quarter of 2022, the Company committed to certain organizational changes and leased site rationalization actions designed to generate structural cost efficiencies (collectively referred to as the “2022 Productivity Plan”).

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.

License and Settlement Agreement

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

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

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

Total Net sales increased $154 million or 2.7% compared to the prior year as our customers continue to digitize and automate their workflows.

Net sales grew across both of our segments and most of our regions.

Prior year Net sales of both segments benefited from pent-up demand from customers who we believe delayed purchases in fiscal 2020 due to the COVID-19 pandemic.

Gross margins were lower in both of our segments.

The prior year gross margin included the benefit of partial recovery of Chinese import tariffs.

The decrease was primarily due to the negative impact of the Settlement charge.

The increase in the effective tax rate compared to the prior year was primarily due to settlements with tax authorities, unfavorable return to provision adjustments, and lower share-based compensation deductions.

| Tangible products | | | $ | 1,641 | | | | | $ | 1,563 | | | | | $ | 1,286 | | | | | 5.0 | | % | | | | 21.5 | | % |

| Services and software | | | 95 | | | | | | 94 | | | | | | 83 | | | | | | 1.1 | | % | | | | 13.3 | | % |

| Total Net sales | | | 1,736 | | | | | | 1,657 | | | | | | 1,369 | | | | | | 4.8 | | % | | | | 21.0 | | % |

| Gross profit | | | 746 | | | | | | 759 | | | | | | 653 | | | | | | (1.7) | | % | | | | 16.2 | | % |

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

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

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $2.0] [added: $2.2] billion of debt outstanding under our debt facilities, which bears interest determined by reference to a variable rate index.

A one percentage point increase or decrease in interest rates would increase or decrease annual interest expense by approximately [removed: $12] [added: $14] million.

This exposure includes the impact of associated forward interest rate swaps outstanding as of December 31, [removed: 2022.][added: 2023.]

We provide products, solutions and services in approximately [removed: 190] [added: 185] countries throughout the world and, therefore, at times are exposed to risk based on movements in foreign exchange rates.

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

Our exposure is primarily tied to the Secured Overnight Financing Rate (“SOFR”).

Our exposures include the London Inter-bank Offered Rate (“LIBOR”) and the Secured Overnight Financing Rate (“SOFR”).

The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced in 2017 the phase out of LIBOR.

We continue to closely monitor the phase out of LIBOR to assess any impacts to our debt and interest rate swap contracts.

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

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

We are a global leader [removed: providing Enterprise Asset Intelligence (“EAI”) solutions] in the Automatic Identification and Data Capture (“AIDC”) industry.

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

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

We provide our products, solutions and services globally through a direct sales force and extensive network of over 10,000 channel partners, operating in approximately [removed: 190 countries, with 120 facilities and approximately 10,500 employees worldwide.][added: 185 countries.]

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

As a result, our solutions enable enterprises to “sense, analyze, and act” more effectively [removed: throughout] [added: to optimize] their [removed: workflows.][added: activities.]

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

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

Through its acquisition, the Company [removed: significantly expands] [added: expanded its] machine vision products and software offerings.

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

Through this acquisition, the Company [removed: intends to expand] [added: expanded] its automation solution offerings within these industries.

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

Our customers use our printers in a wide range of applications, including routing and tracking, patient safety, transaction processing, personal identification, [removed: and] product [removed: authentication.][added: authentication, ticketing and receipts.]

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

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

Our [added: active and passive] RFID products include fixed readers, RFID enabled mobile computers, and RFID sleds that utilize passive ultra-high frequency to provide high-speed, non-line of sight data capture from hundreds or thousands of RFID tags in near real-time.

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

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

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

We also expect to drive growth by capitalizing on technology transitions occurring in the industry, including [removed: the transition] [added: transitions] to the [added: 5th generation mobile network (5G) and] Android™ operating system in mobile computing and transitions in data capture to [removed: newer] technologies involving 2D and 3D imaging and [removed: RFID.][added: RFID, among others.]

We believe that secular technology trends, particularly in IoT, cloud computing, [removed: intelligent] automation, [removed: and] mobility, [added: and artificial intelligence] advance our vision and are transforming our customers’ businesses and our industry, providing us with significant new opportunities to create value for our customers and for the Company.

We plan to continue investing in the development of technologies that will enable intelligent [removed: automation] solutions, providing increased visibility into the enterprise, real-time, actionable information, and improved customer experiences.

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

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

The need for companies to improve productivity and implement their strategies, as well as the secular trends around IoT, cloud computing, [removed: intelligent] automation, and mobility, are some of the factors that are creating growth opportunities for established and new competitors.

*Data Capture, [removed: RFID,] Fixed Industrial Scanning, and Machine Vision*: Competitors that provide a broad portfolio of barcode scanning products and related services that are suitable for most global market applications include Datalogic and Honeywell.

Our Net sales to significant customers as a percentage of the Company’s total Net sales were [removed: as follows:][added: approximately:]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

*Marketing:* Our marketing function aligns closely with [removed: sales] [added: sales, customer success] and product management [removed: functions] to market our products and to [removed: deliver and] promote solutions that address the needs of our [removed: customers and partners.][added: customers.]

Research and development expenditures for the years ended [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020] [added: 2021] were [removed: $570 million, $567] [added: $519] million, [added: $570 million] and [removed: $453] [added: $567] million, or [removed: 9.9%, 10.1%] [added: 11.3%, 9.9%] and [removed: 10.2%] [added: 10.1%] of Net sales, respectively.

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

As of December 31, [removed: 2022,] [added: 2023,] the Company owned approximately [removed: 2,200] [added: 1,800] trademark registrations and trademark applications, and approximately [removed: 6,500] [added: 6,800] patents and patent applications, worldwide.

The Company is committed to attracting, developing, and retaining talent to enable our strategic [removed: vision.][added: vision and purpose.]

This commitment directly shapes our approach to fostering a culture of inclusion and diversity [added: to drive innovation] and [removed: ensuring] [added: enables] employees [removed: can] [added: to] reach their potential.

We believe that our strong Company culture is a key [removed: enabler of] [added: contributor to] our success.

[removed: In addition, the Company implemented] [added: We have benefits that demonstrate our commitment, including] zDay, [removed: a] [added: (a] paid, [removed: company-wide] [added: Company-wide] day off for all eligible Zebra [removed: employees,] [added: employees), summer hours,] and Focus Fridays to encourage meeting-free [removed: time on Friday afternoons.]

[removed: As] [added: Furthermore, as] recognition of the Company’s strong culture and commitment to its employees, the Company [added: was] ranked [removed: #42] [added: #66] on Newsweek’s list of [removed: America’s 100] [added: Global] Most Loved Workplaces, [removed: #42] [added: #5] on Fast Company’s list of the Best Workplaces for Innovators, [removed: #79 on Forbes’ list of America’s 500 Best Midsize Employers] and was Great Place to Work-Certified™ in [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] the Company had approximately [removed: 10,500] [added: 9,750] employees globally, with a majority in sales and technical roles.

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

[removed: Additionally, on an annual basis, we conduct a] [added: Our] comprehensive talent review [removed: to assess] [added: includes the assessment of] our [added: future] leadership pipeline and [removed: align on the] skills [removed: we need] [added: needed] to proactively develop employees for the future.

industries.

We operate in 122 facilities with approximately 9,750 employees worldwide.

We continue to advance our Enterprise Asset Intelligence (“EAI”) vision: every asset and front-line worker visible, connected, and fully optimized.

Through continual innovation, we have expanded beyond the traditional AIDC market to transform activities such as factory production, packages moving through a supply chain, retail shopping, and the hospital patient journey.

Leveraging artificial intelligence through machine learning can analyze real-time data for increased visibility into workflows and actionable insights.

*RFID and RTLS Offerings:* We provide a range of hardware and software options for capturing location data to satisfy a large variety of requirements for range, accuracy, and precision.

solutions through the acquisition of Matrox Imaging.

*RFID and RTLS Offerings*: We compete with numerous companies operating in this market including Impinj, Chainway, Alien, Rodinbell, JADAK, Ubisense, and Invengo.

| Customer A | | | 18 | | % | | | | 21 | | % | | | | 22 | | % |

| Customer B | | | 14 | | % | | | | 15 | | % | | | | 14 | | % |

| Customer C | | | 12 | | % | | | | 13 | | % | | | | 13 | | % |

Marketing is responsible for leading strategic cross-functional practices which benefit the broader organization including pricing, enterprise analytics, customer experience, market sizing, brand strategy and channel strategy.

From a more traditional sense, the marketing organization is also comprised of regional

marketing teams that interface closely with customers, partners, and sellers; plus teams that support external communications, product marketing, digital marketing, marketing operations, and business intelligence functions.

In 2023 we refreshed our company values, which are Lead through Innovation; Deliver Excellence with Agility; Think and Act Customer First; Succeed as One; and Make a Positive Impact.

Together, we create new ways of working that make everyday life better for organizations, their employees and those they serve.

The wellbeing of our employees remains a core focus.

time on Friday afternoons.

In 2023 we launched our new Employee Experience Community, where employees from around the globe provide their input to improve people-related programs.

Zebra is committed to creating an environment that fosters continuous learning.

We believe that effective career development happens when employees and managers have open discussions regarding their development plans and the best way to use available resources to support their learning and development.

All Zebra employees have access to the Zebra Education Network, an online learning platform, offering a wide variety of learning and development resources.

Employees are able to make choices around their development with broad access to learning content and can connect this to their individual development plans.

We also offer annual training and certification programs for all employees globally, including mandatory compliance training.

We offer ample employee development opportunities and have expanded these offerings through our Global Learning and Leadership Roadmap (“Roadmap”) in 2023.

The Roadmap reflects Zebra’s enterprise-wide development programs and is supplemented through various functional and business unit offerings, focused on functional development needs.

The Roadmap invites all employees to participate in their development at any stage of their career.

A highlight of our program offerings includes Zebra Foundations, a course designed to help all new employees learn about Zebra, our vision, purpose, culture and values, and understand resources available, all taught through hands-on, gamified learning experiences and interactive presentations.

We also offer Zebra’s Leadership Essentials, which is designed specifically for employees new to leading others and fosters their leadership and management skill development.

This course focuses on values, team engagement, coaching and feedback, delegation and development, and performance management and innovation.

For more senior management, Zebra offers a series of leadership programs and experiences, designed to advance the development of leaders at critical stages of their careers.

Senior leaders in Zebra nominate specific candidates for these leadership programs.

We connect nominations for these programs to our annual talent review and succession planning process.

Regular talent discussions are held by Executive Leadership to align on critical planning activities and now include a review of the leadership development alumni and progress of prior participants of our nominated leadership development programs.

We believe an inclusive and diverse workforce increases Zebra’s innovation, and drives employee development and engagement.

Our current aspirations for diverse representation are to increase the representation of women globally, and ethnic racial minority groups across the total organization.

These aspirations also include increased representation for both groups for leadership roles (director level and above).

To support these aspirations, we routinely review our progress through inclusion survey scores, ERG engagement, diversity of candidate slates, succession plans, and voluntary turnover, which drive shared accountability across the organization.

Additionally, we partner with outreach organizations (Disability:IN, Hispanic Alliance for Career Enhancement (HACE), and Hiring our Heroes (HOH)) to expand our talent acquisition reach to historically underrepresented groups.

We will continue to focus on the development and retention of talent that creates opportunities for progress toward our aspirations.

retail and e-commerce, manufacturing, transportation and logistics, healthcare, public sector, and other industries.

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

Finally, with the benefits of cloud computing and connectivity, these insights and directives can be delivered to the right user at the right time to drive the best next action.

Cloud computing and expanded data analytics are allowing enterprises to make better business decisions through improved timeliness and increased visibility into workflows.

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

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

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

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

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

They also include specialty printing for receipts and tickets for improved customer service and productivity gains.

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

We also offer mobile computers that support high frequency near-field communications and low frequency radio technologies.

Our location solutions are deployed primarily in manufacturing, aerospace, transportation and logistics, sports, and healthcare industries.

We are driving a high-

| Customer A | | | 20.7 | | % | | | | 22.3 | | % | | | | 20.7 | | % |

| Customer B | | | 15.0 | | % | | | | 13.6 | | % | | | | 13.9 | | % |

| Customer C | | | 12.8 | | % | | | | 12.6 | | % | | | | 17.7 | | % |

Our marketing organization includes regional and channel marketing teams that interface closely with customers, partners, and sellers.

Our marketing organization also includes teams that support global strategies and communications, including portfolio marketing, digital marketing, marketing operations and communications, and strategic marketing functions.

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

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

We consider our relations with our employees to be very good.

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

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

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

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

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

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

We also offer annual training and certification programs.

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

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

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

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

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

Currently at Zebra, we have eight inclusion networks: Women’s Inclusion Network (WIN), Zebra Equality Alliance (ZEAL), Zebra Veteran’s Inclusion Network (VETZ), Zebras of African Descent (ZAD), Zebra Hispanic/Latinx Inclusion Network (UNIDOZ), Zebras of All Abilities (ZoAA) and Zebra’s Early Career Inclusion Network (EDGE).

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

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

In addition to external outreach, we provide a variety of training including unconscious bias awareness for all employees, interviewing bias awareness training for hiring managers, and a mandatory Inclusive Leadership workshop for all people leaders.

There are additional diversity and inclusion learning tools and resources available for all Zebras, including discussion forums and on-demand learning geared specifically on allyship focusing on the development of our diverse talent.

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

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

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

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

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

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

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

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

Zebra vigorously defended against these infringement allegations.

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

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

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

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

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

All pending matters between the parties were dismissed.

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, July [removed: 2, 2022,] [added: 1, 2023,] was [removed: $15.4] [added: $15.0] billion.

As of February [removed: 9, 2023,] [added: 8, 2024,] there were [removed: 51,404,742] [added: 51,381,409] shares of Class A Common Stock, par value $.01 per share, outstanding.

Certain sections of the Registrant’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May [removed: 11, 2023,] [added: 9, 2024,] are incorporated by reference into Part III of this report, as indicated herein.

YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| Item 1. | | | | | | [removed: [Business](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_13)] [added: [Business](#ic1e180b033a5493da7429e5d341a7e76_13)] | | | [removed: [4](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_13)] [added: [4](#ic1e180b033a5493da7429e5d341a7e76_13)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_16)] [added: Factors](#ic1e180b033a5493da7429e5d341a7e76_16)] | | | [removed: [13](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_16)] [added: [13](#ic1e180b033a5493da7429e5d341a7e76_16)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_19)] [added: Comments](#ic1e180b033a5493da7429e5d341a7e76_19)] | | | [removed: [23](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_19)] [added: [23](#ic1e180b033a5493da7429e5d341a7e76_19)] | | |

| Item 2. | | | | | | [removed: [Properties](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_22)] [added: [Properties](#ic1e180b033a5493da7429e5d341a7e76_22)] | | | [removed: [23](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_22)] [added: [24](#ic1e180b033a5493da7429e5d341a7e76_22)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_25)] [added: Proceedings](#ic1e180b033a5493da7429e5d341a7e76_25)] | | | [removed: [23](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_25)] [added: [24](#ic1e180b033a5493da7429e5d341a7e76_25)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_28)] [added: Disclosures](#ic1e180b033a5493da7429e5d341a7e76_28)] | | | [removed: [23](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_28)] [added: [24](#ic1e180b033a5493da7429e5d341a7e76_28)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_34)] [added: Securities](#ic1e180b033a5493da7429e5d341a7e76_34)] | | | [removed: [24](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_34)] [added: [25](#ic1e180b033a5493da7429e5d341a7e76_34)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_37)] [added: [\[Reserved\]](#ic1e180b033a5493da7429e5d341a7e76_37)] | | | [removed: [26](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_37)] [added: [27](#ic1e180b033a5493da7429e5d341a7e76_37)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_40)] [added: Operations](#ic1e180b033a5493da7429e5d341a7e76_40)] | | | [removed: [27](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_40)] [added: [28](#ic1e180b033a5493da7429e5d341a7e76_40)] | | |

| | | | | | | [Results of [removed: Operations](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_46)] [added: Operations](#ic1e180b033a5493da7429e5d341a7e76_46)] | | | [removed: [29](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_46)] [added: [30](#ic1e180b033a5493da7429e5d341a7e76_46)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_49)] [added: Resources](#ic1e180b033a5493da7429e5d341a7e76_49)] | | | [removed: [33](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_49)] [added: [33](#ic1e180b033a5493da7429e5d341a7e76_49)] | | |

| | | | | | | [Critical Accounting [removed: Estimates](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_55)] [added: Estimates](#ic1e180b033a5493da7429e5d341a7e76_55)] | | | [removed: [35](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_55)] [added: [36](#ic1e180b033a5493da7429e5d341a7e76_55)] | | |

| | | | | | | [New Accounting [removed: Pronouncements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_58)] [added: Pronouncements](#ic1e180b033a5493da7429e5d341a7e76_58)] | | | [removed: [36](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_58)] [added: [37](#ic1e180b033a5493da7429e5d341a7e76_58)] | | |

| | | | | | | [Non-GAAP [removed: Measures](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_61)] [added: Measures](#ic1e180b033a5493da7429e5d341a7e76_61)] | | | [removed: [36](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_61)] [added: [37](#ic1e180b033a5493da7429e5d341a7e76_61)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_64)] [added: Risk](#ic1e180b033a5493da7429e5d341a7e76_64)] | | | [removed: [37](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_64)] [added: [38](#ic1e180b033a5493da7429e5d341a7e76_64)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_67)] [added: Data](#ic1e180b033a5493da7429e5d341a7e76_67)] | | | [removed: [38](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_67)] [added: [39](#ic1e180b033a5493da7429e5d341a7e76_67)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] [added: Firm](#ic1e180b033a5493da7429e5d341a7e76_70)] | | | [removed: [39](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] [added: [40](#ic1e180b033a5493da7429e5d341a7e76_70)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] [added: Sheets](#ic1e180b033a5493da7429e5d341a7e76_73)] | | | [removed: [41](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] [added: [42](#ic1e180b033a5493da7429e5d341a7e76_73)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] [added: Operations](#ic1e180b033a5493da7429e5d341a7e76_76)] | | | [removed: [42](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] [added: [43](#ic1e180b033a5493da7429e5d341a7e76_76)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] [added: Income](#ic1e180b033a5493da7429e5d341a7e76_79)] | | | [removed: [43](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] [added: [44](#ic1e180b033a5493da7429e5d341a7e76_79)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] [added: Equity](#ic1e180b033a5493da7429e5d341a7e76_82)] | | | [removed: [44](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] [added: [45](#ic1e180b033a5493da7429e5d341a7e76_82)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] [added: Flows](#ic1e180b033a5493da7429e5d341a7e76_85)] | | | [removed: [45](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] [added: [46](#ic1e180b033a5493da7429e5d341a7e76_85)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] [added: Statements](#ic1e180b033a5493da7429e5d341a7e76_88)] | | | [removed: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] [added: [47](#ic1e180b033a5493da7429e5d341a7e76_88)] | | |

| | | | | | | [Note 1: Description of Business and Basis of [removed: Presentation](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_91)] [added: Presentation](#ic1e180b033a5493da7429e5d341a7e76_91)] | | | [removed: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_91)] [added: [47](#ic1e180b033a5493da7429e5d341a7e76_91)] | | |

| | | | | | | [Note 2: Significant Accounting [removed: Policies](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_94)] [added: Policies](#ic1e180b033a5493da7429e5d341a7e76_94)] | | | [removed: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_94)] [added: [47](#ic1e180b033a5493da7429e5d341a7e76_94)] | | |

| | | | | | | [Note 3: [removed: Revenues](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_97)] [added: Revenues](#ic1e180b033a5493da7429e5d341a7e76_97)] | | | [removed: [50](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_97)] [added: [51](#ic1e180b033a5493da7429e5d341a7e76_97)] | | |

| | | | | | | [Note 4: [removed: Inventories](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_100)] [added: Inventories](#ic1e180b033a5493da7429e5d341a7e76_100)] | | | [removed: [52](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_100)] [added: [53](#ic1e180b033a5493da7429e5d341a7e76_100)] | | |

| | | | | | | [Note 5: Business [removed: Acquisitions](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_103)] [added: Acquisitions](#ic1e180b033a5493da7429e5d341a7e76_103)] | | | [removed: [52](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_103)] [added: [53](#ic1e180b033a5493da7429e5d341a7e76_103)] | | |

| | | | | | | [Note 6: Goodwill and Other [removed: Intangibles](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_106)] [added: Intangibles](#ic1e180b033a5493da7429e5d341a7e76_106)] | | | [removed: [56](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_106)] [added: [56](#ic1e180b033a5493da7429e5d341a7e76_106)] | | |

| | | | | | | [Note 7: Property, Plant and [removed: Equipment](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_109)] [added: Equipment](#ic1e180b033a5493da7429e5d341a7e76_109)] | | | [removed: [57](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_109)] [added: [56](#ic1e180b033a5493da7429e5d341a7e76_109)] | | |

| | | | | | | [Note 8: [removed: Investments](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_112)] [added: Investments](#ic1e180b033a5493da7429e5d341a7e76_112)] | | | [removed: [57](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_112)] [added: [57](#ic1e180b033a5493da7429e5d341a7e76_112)] | | |

| | | | | | | [Note 9: Exit and Restructuring [removed: Costs](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_115)] [added: Costs](#ic1e180b033a5493da7429e5d341a7e76_115)] | | | [removed: [57](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_115)] [added: [57](#ic1e180b033a5493da7429e5d341a7e76_115)] | | |

| | | | | | | [Note 10: Fair Value [removed: Measurements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_118)] [added: Measurements](#ic1e180b033a5493da7429e5d341a7e76_118)] | | | [removed: [57](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_118)] [added: [57](#ic1e180b033a5493da7429e5d341a7e76_118)] | | |

| | | | | | | [Note 11: Derivative [removed: Instruments](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_121)] [added: Instruments](#ic1e180b033a5493da7429e5d341a7e76_121)] | | | [removed: [58](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_121)] [added: [58](#ic1e180b033a5493da7429e5d341a7e76_121)] | | |

| | | | | | | [Note 12: Long-Term [removed: Debt](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_124)] [added: Debt](#ic1e180b033a5493da7429e5d341a7e76_124)] | | | [removed: [61](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_124)] [added: [61](#ic1e180b033a5493da7429e5d341a7e76_124)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#ic1e180b033a5493da7429e5d341a7e76_10) | | | | | | | | | | | |

| Item 1C. | | | | | | [Cybersecurity](#ic1e180b033a5493da7429e5d341a7e76_1621) | | | [23](#ic1e180b033a5493da7429e5d341a7e76_1621) | | |

| [PART II](#ic1e180b033a5493da7429e5d341a7e76_31) | | | | | | | | | | | |

| | | | | | | [Overview](#ic1e180b033a5493da7429e5d341a7e76_43) | | | [28](#ic1e180b033a5493da7429e5d341a7e76_43) | | |

| [PART III](#ic1e180b033a5493da7429e5d341a7e76_172) | | | | | | | | | | | |

| [PART IV](#ic1e180b033a5493da7429e5d341a7e76_190) | | | | | | | | | | | |

| [Signatures](#ic1e180b033a5493da7429e5d341a7e76_199) | | | | | | | | | [83](#ic1e180b033a5493da7429e5d341a7e76_199) | | |

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

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

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

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

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

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

Zebra takes a comprehensive approach to managing cybersecurity risk, starting with the integration of cybersecurity risk into our overall enterprise risk management framework, among other significant risks to the Company.

*Board Oversight*

Our Board of Directors is responsible for oversight of risks to the Company, and is assisted by the Audit Committee in the oversight of cybersecurity risks.

Management updates the Board on at least an annual basis on key cybersecurity activities.

In connection with this oversight, the Audit Committee monitors the quality and effectiveness of the Company’s cybersecurity program covering security of its internal information technology systems and its products and solutions as well as our cyber incident response plan and resources.

The Audit Committee regularly receives updates from management about prevention, detection, mitigation and remediation of cyber threats, including the overall status of the Company’s cyber security program, results of third-party assessments, and recent cyber threats.

In addition, the Audit Committee reviews the Company’s cyber security investment methodology to determine whether cyber maturity improvements and risk reductions are being made.

*Management’s Role*

Management is responsible for day-to-day cyber risk management activities, including proactively identifying, assessing, prioritizing, managing and mitigating enterprise cybersecurity risks.

Our Chief Financial Officer (“CFO”) is the accountable leader in executive management for Zebra’s IT and cybersecurity programs.

The Chief Security Officer (“CSO”) is the senior-most security professional responsible for the implementation of the Company’s cybersecurity, product security, and corporate/physical security programs, and reports to the CFO.

The CSO also recommends to the Company’s executive management regarding the Company’s cyber risk mitigation priorities.

The Company’s current CSO has served in that role for Zebra since 2018.

He is a recognized leader in the field of cyber security with over 14 years of global executive cybersecurity experience.

The Chief Information Officer (“CIO”) is a peer to the CSO, also reporting to the CFO.

The CIO and his team are responsible for executing cybersecurity risk mitigation plans.

Zebra’s current CIO was appointed to the role in March 2022 and has nearly 20 years of experience in managing IT functions.

The Chief Information Security Officer (“CISO”) reports to the CSO and oversees the Company’s Security Operations Center (“SOC”).

The CISO establishes and oversees the execution of prioritized cybersecurity mitigation plans for the Company.

Zebra’s current CISO was appointed to the role in June 2018 and has held multiple leadership roles overseeing IT functions during his 14 years with the Company, including driving efforts within the cybersecurity function.

*Cybersecurity Risk Management*

The underlying controls of our cyber risk management program are based on recognized best practices and standards for cyber security and information technology, including the National Institute of Standards and Technology Cybersecurity Framework.

Our approach to cybersecurity risk management includes the following key elements:

- Defense and On-going Monitoring – Our SOC is responsible for the on-going monitoring and analysis of cyber threats to the Company.

The SOC evaluates cyber security incidents according to the Company’s cyber incident response plan, appropriate cyber incident playbook, and crisis communications cyber incident plan.

The Company also utilizes endpoint detection and response services as well as data forensic investigation services for additional detection capability and timely assistance with potential cyber security incidents.

- Technical Safeguards – The Company utilizes various tactics for cyber threat prevention.

We periodically perform vulnerability assessments, remediate vulnerabilities, review log and access, perform system maintenance, manage network perimeter protection, and implement and manage disaster recovery testing.

Further, Zebra relies on its information security management system supported by a comprehensive set of policies that directly align with ISO 27001 and are supported by System and Organization Controls 2 (SOC2) reports and external ISO 27001:2013 certification for certain parts of our business.

- Education and Awareness – To foster employee awareness of cyber threats, we provide periodic educational sessions to our employees, including annual training on general cybersecurity concepts and educational opportunities that include real-life simulation and “tabletop exercises.” We also regularly conduct privacy and security summits that involve training and information sessions conducted by employees and by third parties.

- Third-Party Risk Management (“TPRM”) – Our TPRM function focuses on mitigating cyber risk from specific third-party vendor categories.

This function performs initial TPRM assessments as part of the vendor selection process and regularly reassess vendors based on vendor type and risk factors.

While we have experienced and expect to continue to experience cybersecurity threats and incidents, there have been no material incidents incurred to-date at the Company.

However, there can be no guarantee that our policies and procedures will be followed in every instance or that those policies and procedures will be effective.

Cybersecurity threats could materially affect our business strategy, results of operations, or financial condition, as further discussed in the risk factors in Part I, Item 1A of this report.

As of December 31, [removed: 2022,] [added: 2023,] the Company owned [removed: three] [added: 3] laboratory and warehouse facilities located in the U.S., U.K., and Canada.

As of December 31, [removed: 2022,] [added: 2023,] the Company had a total of [removed: 117] [added: 119] leased facilities with locations spread globally; [removed: 41] [added: 36] of which are located in the U.S. and [removed: 76] [added: 83] of which are located in other countries.

As of February [removed: 9, 2023,] [added: 8, 2024,] the last reported price for the Company’s Class A Common Stock was [removed: $316.56] [added: $247.12] per share, and there were [removed: 91] [added: 84] registered stockholders of record for Zebra’s Class A Common Stock.

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] the Company has cumulatively repurchased [removed: 3,323,283] [added: 3,517,602] shares of common stock for approximately $1.1 billion, resulting in a remaining amount of share repurchases authorized under the plans of [removed: $945] [added: $893] million.

The following graph compares the cumulative total stockholder return, calculated on a dividend-reinvested basis, in Zebra Technologies Corporation Class A Common Stock, the S&P 500 Index, and the S&P 500 Information Technology Index for the five years ended December 31, [removed: 2022.][added: 2023.]

The comparison assumes that $100 was invested in each of the Company’s Class A Common Stock, the S&P 500 Index, and the S&P 500 Information Technology Index as of the market close on December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

| Value at each year-end of $100 initial investment made on December 31, [removed: 2017] [added: 2018] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 1, 2023 - October 28, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 893 | |

| October 29, 2023 - November 25, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 893 | | |

| November 26, 2023 - December 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 893 | | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 893 | |

| | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | |

| Zebra Technologies Corporation | | | | | | $ | 100.00 | | | | | $ | 160.42 | | | | | $ | 241.37 | | | | | $ | 373.80 | | | | | $ | 161.03 | | | | | $ | 171.66 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| S&P 500 Information Technology | | | | | | $ | 100.00 | | | | | $ | 150.29 | | | | | $ | 216.25 | | | | | $ | 290.92 | | | | | $ | 208.90 | | | | | $ | 329.73 | |

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

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

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

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

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

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

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

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

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: [removed: 42)](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] [added: 42)](#ic1e180b033a5493da7429e5d341a7e76_70)] | | | [removed: [39](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] [added: [40](#ic1e180b033a5493da7429e5d341a7e76_70)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] [added: 2022](#ic1e180b033a5493da7429e5d341a7e76_73)] | | | [removed: [41](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] [added: [42](#ic1e180b033a5493da7429e5d341a7e76_73)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] [added: 2021](#ic1e180b033a5493da7429e5d341a7e76_76)] | | | [removed: [42](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] [added: [43](#ic1e180b033a5493da7429e5d341a7e76_76)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] [added: 2021](#ic1e180b033a5493da7429e5d341a7e76_79)] | | | [removed: [43](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] [added: [44](#ic1e180b033a5493da7429e5d341a7e76_79)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] [added: 2021](#ic1e180b033a5493da7429e5d341a7e76_82)] | | | [removed: [44](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] [added: [45](#ic1e180b033a5493da7429e5d341a7e76_82)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] [added: 2021](#ic1e180b033a5493da7429e5d341a7e76_85)] | | | [removed: [45](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] [added: [46](#ic1e180b033a5493da7429e5d341a7e76_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] [added: Statements](#ic1e180b033a5493da7429e5d341a7e76_88)] | | | [removed: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] [added: [47](#ic1e180b033a5493da7429e5d341a7e76_88)] | | |

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 16, 2023] [added: 15, 2024] expressed an unqualified opinion thereon.

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

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

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

| 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 [removed: jurisdictions and the Company’s organizational structure and transactional flows are designed to reflect strategic and operational business imperatives that change over time.] [added: jurisdictions.] 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 [removed: affairs] [added: business operations and structure] is inherently [removed: complex, highly specialized] [added: complex] and requires judgment. These factors impact the Company’s [added: evaluation and] estimation of [removed: tax exposures, valuation allowances and income] [added: uncertain] tax [removed: provisions.] [added: positions.] | | |

| 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 [removed: changes in the business or] significant changes in [removed: tax laws.] [added: the business.] This included controls over the Company’s [removed: evaluation of] tax [removed: law changes, the evaluation of cross-jurisdictional transactions and the Company’s tax] technical assessment [removed: over those changes and/or] [added: of cross-jurisdictional] transactions. [removed: We involved] [added: Our audit procedures included, among others, involving] our tax professionals in the [removed: Company’s] significant operating jurisdictions to [removed: assist in the evaluation of] [added: test] the Company’s tax [removed: obligations] [added: provision] and the application of significant tax [removed: law changes.] [added: laws to cross-jurisdictional transactions.] We [removed: assessed the completeness of the tax matters identified,] evaluated the Company’s [removed: assessment regarding] [added: transfer pricing used in intercompany transactions to assess whether there was alignment with] the [removed: related status and potential exposure,] [added: Company’s operations. We] assessed the [removed: Company’s computations resulting from] [added: completeness of] significant tax [removed: law changes] [added: matters identified] and [removed: evaluated] the adequacy of the [removed: Company’s disclosures of tax and ongoing tax matters.] [added: accounting for any potential uncertainty.] | | |

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 105] [added: 137] | | | | | $ | [removed: 332] [added: 105] | |

| Accounts receivable, net of allowances for doubtful accounts of $1 million each as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: 768] [added: 521] | | | | | | [removed: 752] [added: 768] | | |

| Inventories, net | | | [removed: 860] [added: 804] | | | | | | [removed: 491] [added: 860] | | |

| Income tax receivable | | | [removed: 26] [added: 63] | | | | | | [removed: 8] [added: 26] | | |

| Prepaid expenses and other current assets | | | [removed: 124] [added: 147] | | | | | | [removed: 106] [added: 124] | | |

| Total Current assets | | | [removed: 1,883] [added: 1,672] | | | | | | [removed: 1,689] [added: 1,883] | | |

| Property, plant and equipment, net | | | [removed: 278] [added: 309] | | | | | | [removed: 272] [added: 278] | | |

| Right-of-use lease assets | | | [removed: 156] [added: 169] | | | | | | [removed: 131] [added: 156] | | |

| Goodwill | | | [removed: 3,899] [added: 3,895] | | | | | | [removed: 3,265] [added: 3,899] | | |

| Other intangibles, net | | | [removed: 630] [added: 527] | | | | | | [removed: 469] [added: 630] | | |

| Deferred income taxes | | | [removed: 407] [added: 438] | | | | | | [removed: 192] [added: 407] | | |

| Other long-term assets | | | [removed: 276] [added: 296] | | | | | | [removed: 197] [added: 276] | | |

| Total Assets | | | $ | [removed: 7,529] [added: 7,306] | | | | | $ | [removed: 6,215] [added: 7,529] | |

| Current portion of long-term debt | | | $ | [removed: 214] [added: 173] | | | | | $ | [removed: 69] [added: 214] | |

| Accounts payable | | | [removed: 811] [added: 456] | | | | | | [removed: 700] [added: 811] | | |

| Accrued liabilities | | | [removed: 744] [added: 504] | | | | | | [removed: 639] [added: 744] | | |

| Deferred revenue | | | [removed: 425] [added: 458] | | | | | | [removed: 380] [added: 425] | | |

| Income taxes payable | | | [removed: 138] [added: 7] | | | | | | [removed: 12] [added: 138] | | |

| Total Current liabilities | | | [removed: 2,332] [added: 1,598] | | | | | | [removed: 1,800] [added: 2,332] | | |

| Long-term debt | | | [removed: 1,809] [added: 2,047] | | | | | | [removed: 922] [added: 1,809] | | |

| Long-term lease liabilities | | | [removed: 139] [added: 152] | | | | | | [removed: 121] [added: 139] | | |

| Deferred income taxes | | | [removed: 75] [added: 67] | | | | | | [removed: 6] [added: 75] | | |

| Long-term deferred revenue | | | [removed: 333] [added: 312] | | | | | | [removed: 315] [added: 333] | | |

| Other long-term liabilities | | | [removed: 108] [added: 94] | | | | | | [removed: 67] [added: 108] | | |

| Net income | | | $ | 296 | | | | | $ | 463 | | | | | $ | 837 | |

| Repurchase of common stock | | | | | | (194,319) | | | | | | — | | | | | | — | | | | | | (52) | | | | | | — | | | | | | — | | | | | | (52) | | |

| Balance at December 31, 2023 | | | | | | 51,378,862 | | | | | | $ | 1 | | | | | $ | 615 | | | | | $ | (1,858) | | | | | $ | 4,332 | | | | | $ | (54) | | | | | $ | 3,036 | |

| Net income | | | $ | 296 | | | | | $ | 463 | | | | | $ | 837 | |

Goodwill is tested annually for impairment, or more frequently if indicators of impairment exist.

When evaluating goodwill for impairment as part of our annual assessment, we include consideration of current events and circumstances.

The Company elects to exclude sales and other governmental taxes that are collected by the Company from a customer, from the transaction price.

See Note 14, *Accrued Liabilities, Commitments and Contingencies* for additional information.

*Recently Issued Accounting Pronouncements Not Yet Adopted*

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires retrospective disclosure of significant segment expenses and other segment items on an annual and interim basis.

Additionally, it requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”).

This ASU will be effective for the Company’s fiscal December 31, 2024 year-end and interim periods beginning in fiscal 2025, with early adoption permitted.

We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial condition.

In December 2023, the FASB issued ASU No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction.

This ASU will be effective for the Company’s fiscal December 31, 2025 year-end, with early adoption permitted.

We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial condition.

| AIT | | | $ | 1,537 | | | | | $ | 114 | | | | | $ | 1,651 | |

| EVM | | | 2,128 | | | | | | 805 | | | | | | 2,933 | | |

| Total | | | $ | 3,665 | | | | | $ | 919 | | | | | $ | 4,584 | |

| AIT | | | $ | 1,728 | | | | | $ | 109 | | | | | $ | 1,837 | |

| EVM | | | 3,187 | | | | | | 757 | | | | | | 3,944 | | |

| AIT | | | $ | 1,625 | | | | | $ | 109 | | | | | $ | 1,734 | |

| EVM | | | 3,220 | | | | | | 679 | | | | | | 3,899 | | |

| Raw materials (1) | | | $ | 403 | | | | | $ | 369 | |

| Finished goods | | | 397 | | | | | | 487 | | |

(1) Raw material inventories primarily consist of product components as well as supplies used in repair operations.

(2) Categories of inventories for the period ended December 31, 2022 include a change to correct an immaterial misclassification without impact to Inventories, net as presented on the Consolidated Balance Sheets.

| Advanced location technology business move to AIT, effective April 2, 2023 | | | 60 | | | | | | (60) | | | | | | — | | |

| Goodwill as of December 31, 2023 | | | $ | 229 | | | | | $ | 3,666 | | | | | $ | 3,895 | |

| 2024 | | | $ | 101 | |

| 2028 | | | 60 | | |

| Total | | | $ | 527 | |

| | | | 2023 | | | | | | 2022 | | |

The Company retired a significant level of substantially depreciated assets in the current year.

In the current year, the Company expanded the scope of the 2022 Productivity Plan and also initiated a voluntary retirement plan (“VRP”) applicable to retirement-eligible U.S. employees.

Employees who participated in the VRP agreed to retire in 2023 in exchange for cash severance and other benefits.

The actions under the VRP have been completed in the current year and the remaining actions under the 2022 Productivity Plan are expected to be substantially completed in the first half of 2024.

The Company’s payment obligations as of December 31, 2023 are reflected within Accrued liabilities on the Consolidated Balance Sheets.

These obligations are expected to be settled by the first quarter of 2024.

The Company’s liability associated with Exit and restructuring was:

| | | | | | |

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

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. | | |

February 16, 2023

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

| Balance at December 31, 2019 | | | | | | 54,002,932 | | | | | | $ | 1 | | | | | $ | 339 | | | | | $ | (689) | | | | | $ | 2,232 | | | | | $ | (44) | | | | | $ | 1,839 | |

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

| Proceeds from the sale of long-term investments | | | — | | | | | | — | | | | | | 6 | | |

| Payment of debt issuance costs, extinguishment costs and discounts | | | (8) | | | | | | — | | | | | | (1) | | |

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.

*Accounts Receivable and Allowance for Doubtful Accounts*

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

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.

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

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

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

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

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

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

| Corporate eliminations (1) | | | — | | | | | | (7) | | | | | | (7) | | |

| Total | | | $ | 3,813 | | | | | $ | 635 | | | | | $ | 4,448 | |

| Raw materials | | | $ | 293 | | | | | $ | 196 | |

| Finished goods | | | 563 | | | | | | 292 | | |

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.

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 identifiable intangible assets acquired was as follows:

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.

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.

The technology-related intangible assets have an estimated useful life of eight years.

*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.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment and those criteria, our management believes that, as of December 31, [removed: 2022,] [added: 2023,] our internal control over financial reporting is effective.

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of [removed: 2022,] [added: 2023,] which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have audited Zebra Technologies Corporation and subsidiaries internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Zebra Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Zebra Technologies Corporation as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes, and our report dated February [removed: 16, 2023] [added: 15, 2024] expressed an unqualified opinion thereon.

February 15, 2024

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

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

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

February 16, 2023

None of our directors or executive officers had in effect, adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2023.

Not applicable.

| | | | | | | [Report of Independent Registered Public Accounting Firm [removed: (PC](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)[AOB ID:](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70) 42[)](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] [added: (PC](#ic1e180b033a5493da7429e5d341a7e76_70)[AOB ID:](#ic1e180b033a5493da7429e5d341a7e76_70) 42[)](#ic1e180b033a5493da7429e5d341a7e76_70)] | | | [removed: [39](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_70)] [added: [40](#ic1e180b033a5493da7429e5d341a7e76_70)] | | |

| | | | | | | [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] [added: 2022](#ic1e180b033a5493da7429e5d341a7e76_73)] | | | [removed: [41](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_73)] [added: [42](#ic1e180b033a5493da7429e5d341a7e76_73)] | | |

| | | | | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] [added: 2021](#ic1e180b033a5493da7429e5d341a7e76_76)] | | | [removed: [42](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_76)] [added: [43](#ic1e180b033a5493da7429e5d341a7e76_76)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] [added: 2021](#ic1e180b033a5493da7429e5d341a7e76_79)] | | | [removed: [43](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_79)] [added: [44](#ic1e180b033a5493da7429e5d341a7e76_79)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] [added: 2021](#ic1e180b033a5493da7429e5d341a7e76_82)] | | | [removed: [44](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_82)] [added: [45](#ic1e180b033a5493da7429e5d341a7e76_82)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021,] [added: 2023, 2022] and [removed: 2020](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] [added: 2021](#ic1e180b033a5493da7429e5d341a7e76_85)] | | | [removed: [45](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_85)] [added: [46](#ic1e180b033a5493da7429e5d341a7e76_85)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] [added: Statements](#ic1e180b033a5493da7429e5d341a7e76_88)] | | | [removed: [46](#i3eb66a1e8e234e61ae0ae5b2f13b92f4_88)] [added: [47](#ic1e180b033a5493da7429e5d341a7e76_88)] | | |

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

| [removed: 10.18] [added: 10.19] | | | | | | [Form of 2013-16 time-vested stock appreciation rights agreement for CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | March 30, 2013 | | | | | | | | |

| [removed: 10.19] [added: 10.20] | | | | | | [Form of 2017 time-vested stock appreciation rights agreement for CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a102exhibit10-2x2017saragr.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | April 1, 2017 | | | | | | | | |

| [removed: 10.20] [added: 10.21] | | | | | | [Form of 2018 stock appreciation rights agreement for CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-5xformof2018stockappre.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | June 30, 2018 | | | | | | | | |

| [removed: 10.21] [added: 10.22] | | | | | | [Form of 2019 stock appreciation rights agreement for CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1052019gustafssonsar.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | June 29, 2019 | | | | | | | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Form of 2020 stock appreciation rights agreement for CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex105-2020gustafssonsa.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.26] [added: 10.32] | | | | | | [Form of [removed: 2020] [added: 2021] performance-vested restricted stock [added: unit] agreement for [removed: employees other than] CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex101-2020pvrsagreement.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.4] | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | | | |

| [removed: 10.29] [added: 10.33] | | | | | | [Form of [removed: 2020 time-vested] [added: 2022 performance-vested] restricted stock [added: unit] agreement for [removed: CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex106-2020gustafssontv.htm)] [added: CEO+](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex104formof2022performan.htm)] | | | | | | 10-Q | | | | | | [removed: 10.6] [added: 10.4] | | | | | | [removed: June 27, 2020] [added: July 2, 2022] | | | | | | | | |

| [removed: 10.33] [added: 10.29] | | | | | | [Form of [removed: 2021] [added: 2023] performance-vested restricted stock unit agreement for [removed: CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit104.htm)] [added: all employees (including the CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1012023stock-settledpe.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.1] | | | | | | July [removed: 3, 2021] [added: 1, 2023] | | | | | | | | |

| [removed: 10.34] [added: 10.26] | | | | | | [Form of [removed: 2022 performance-vested restricted] [added: 2023 time-restricted] stock unit agreement for [removed: CEO+](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex104formof2022performan.htm)] [added: all employees (including the CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1022023stock-settledti.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.2] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | | | |

| [removed: 10.35] [added: 10.34] | | | | | | [Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.](http://www.sec.gov/Archives/edgar/data/877212/000087721217000026/a101zebracreditagreement.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | July 1, 2017 | | | | | | | | |

| [removed: 10.36] [added: 10.35] | | | | | | [Amendment No. 1, dated May 31, 2018, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-7xamendmentno1toamende.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | June 30, 2018 | | | | | | | | |

| [removed: 10.37] [added: 10.36] | | | | | | [Amendment No. 2, dated August 9, 2019, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018), by and among, Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.](http://www.sec.gov/Archives/edgar/data/877212/000087721219000034/exhibit101amendmentno2.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | September 28, 2019 | | | | | | | | |

| [removed: 10.38] [added: 10.37] | | | | | | [Conformed Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018, Amendment No. 2 dated August 9, 2019, and Amendment No. 3 dated May 25, 2022), by and among, Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex107conformedamendedand.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | July 2, 2022 | | | | | | | | |

| [removed: 10.39] [added: 10.38] | | | | | | [Conformed Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018 and Amendment No. 2 dated August 9, 2019), by and among Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.](http://www.sec.gov/Archives/edgar/data/877212/000087721219000034/exhibit102conformedcre.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | September 28, 2019 | | | | | | | | |

| [removed: 10.40] [added: 10.39] | | | | | | [364-Day Credit Agreement dated September 1, 2020, by and among, Zebra, the lenders party thereto, and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/877212/000087721220000169/exhibit10.htm) | | | | | | 10-Q | | | | | | 10 | | | | | | September 26, 2020 | | | | | | | | |

| [removed: 10.41] [added: 10.40] | | | | | | [Office Lease dated November 14, 2013 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1034leaseoverlookpoint.htm) | | | | | | 10-K | | | | | | 10.34 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.42] [added: 10.41] | | | | | | [First Amendment to Lease dated June 6, 2014 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1035exhibitamendmentto3op.htm) | | | | | | 10-K | | | | | | 10.35 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.43] [added: 10.42] | | | | | | [Second Amendment to Lease dated as of June 1, 2022 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex106secondamendmenttole.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | July 2, 2022 | | | | | | | | |

| [removed: 10.44] [added: 10.43] | | | | | | [Receivables Purchase Agreement dated as of December 1, 2017 among Zebra Technologies International, LLC, as the Originator, and Zebra Technologies RSC, LLC, as Buyer.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1036exhibitreceivablespur.htm) | | | | | | 10-K | | | | | | 10.36 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.45] [added: 10.44] | | | | | | [Receivables Financing Agreement, dated as of December 1, 2017, by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC.](http://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1037exhibitreceivablesfin.htm) | | | | | | 10-K | | | | | | 10.37 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.46] [added: 10.45] | | | | | | [Second Amendment to Receivables Financing Agreement, dated as of March 19, 2021 by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC](https://www.sec.gov/Archives/edgar/data/877212/000087721221000066/exhibit10.htm) | | | | | | 10-Q | | | | | | 10 | | | | | | April 3, 2021 | | | | | | | | |

| [removed: 10.47] [added: 10.46] | | | | | | [Master Accounts Receivable Purchase Agreement dated December 19, 2018 among Zebra Technologies Europe Limited, Zebra Technologies Corporation, and MUFG Bank, Ltd.](http://www.sec.gov/Archives/edgar/data/877212/000087721219000011/a1043marpa.htm) | | | | | | 10-K | | | | | | 10.43 | | | | | | December 31, 2018 | | | | | | | | |

| [removed: 10.48] [added: 10.47] | | | | | | [Master Framework Agreement dated April 29, 2020 among Zebra Technologies Europe Limited, Zebra Technologies Asia Pacific PTE.LTD., Zebra Technologies Corporation, Ester Finance Titrisation, Credit Agricole Corporate & Investment Bank and Credit Agricole Leasing & Factoring](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex107-zebraxmasterframew.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.49] [added: 10.48] | | | | | | [First Deed of Amendment relating to the Master Framework Agreement dated April 29, 2020 among Zebra Technologies Europe Limited, Zebra Technologies Asia Pacific PTE.LTD., Zebra Technologies Corporation, Ester Finance Titrisation, Credit Agricole Corporate & Investment Bank and Credit Agricole Leasing & Factoring](https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000008/exhibit1050.htm) | | | | | | 10-K | | | | | | 10.50 | | | | | | December 31, 2020 | | | | | | | | |

| [removed: 10.50] [added: 10.49] | | | | | | [English Receivables Purchase Agreement dated April 29, 2020 Zebra Technologies Europe Limited, Zebra Technologies Corporation, Credit Agricole Corporate & Investment Bank, Credit Agricole Leasing & Factoring, and Ester Finance Titrisation](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex108-zebraxenglish53f.htm) | | | | | | 10-Q | | | | | | 10.8 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.51] [added: 10.50] | | | | | | [Singapore Receivables Purchase Agreement dated April 29, 2020 Zebra Technologies Asia Pacific PTE.LTD., Zebra Technologies Corporation, Credit Agricole Corporate & Investment Bank, Credit Agricole Leasing & Factoring, and Ester Finance Titrisation](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex109-singaporerpa.htm) | | | | | | 10-Q | | | | | | 10.9 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 21.1] [added: 21] | | | | | | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/877212/000087721223000025/exhibit211-subsidiariesoft.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/877212/000087721224000029/exhibit21-subsidiariesofth.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: 23.1] [added: 23] | | | | | | [Consent of Ernst & Young LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/877212/000087721223000025/ex231consentofernstyoungll.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/877212/000087721224000029/ex23consentofernstyoungllp.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/877212/000087721223000025/a311exhibit-signedq42022.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/877212/000087721224000029/a311exhibit-signedq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Rule 13a-14(a)/15d-14(a) Certification of Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/877212/000087721223000025/a312exhibit-signedq42022.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/877212/000087721224000029/a312exhibit-signedq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Principal Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/877212/000087721223000025/a321exhibit-signedq42022.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/877212/000087721224000029/a321exhibit-signedq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Principal Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/877212/000087721223000025/a322exhibit-signedq42022.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/877212/000087721224000029/a322exhibit-signedq42023.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.18 | | | | | | [F](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1032023saragreement-co.htm)[orm of 2023 stock-settled stock appreciation rights agreement for employees (including the CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1032023saragreement-co.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | July 1, 2023 | | | | | | | | |

| 97 | | | | | | [A](https://www.sec.gov/Archives/edgar/data/877212/000087721224000029/zbraclawbackpolicy.htm)[ccounting Restatement Clawback Policy](https://www.sec.gov/Archives/edgar/data/877212/000087721224000029/zbraclawbackpolicy.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the [removed: 16th] [added: 15th] day of February [removed: 2023.][added: 2024.]

| /s/ [removed: Anders Gustafsson Anders Gustafsson] [added: William J. Burns William J. Burns] | | | Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Nathan Winters Nathan Winters | | | Chief Financial Officer (Principal Financial Officer) | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Colleen M. O’Sullivan Colleen M. O’Sullivan | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Linda M. Connly Linda M. Connly | | | Director | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Ross W. Manire Ross W. Manire | | | Director | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Richard L. Keyser Richard L. Keyser | | | Director | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Janice M. Roberts Janice M. Roberts | | | Director | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Frank B. Modruson Frank B. Modruson | | | Director | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ Nelda J. Connors Nelda J. Connors | | | Director | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| By: /s/ William J. Burns | | |

| William J. Burns | | |

| /s/ Anders Gustafsson Anders Gustafsson | | | Executive Chair | | | February 15, 2024 | | |

| /s/ Michael A. Smith Michael A. Smith | | | Lead Independent Director | | | February 15, 2024 | | |

| /s/ Satish Dhanasekaran Satish Dhanasekaran | | | Director | | | February 15, 2024 | | |

| By: /s/ Anders Gustafsson | | |

| Anders Gustafsson | | |

| /s/ Michael A. Smith Michael A. Smith | | | Director and Chairman of the Board of Directors | | | February 16, 2023 | | |

| /s/ Chirantan J. Desai Chirantan J. Desai | | | Director | | | February 16, 2023 | | |