Zebra Technologies (ZBRA) 10-K risk factor changes: FY2024 vs FY2023

- Developing and managing custom [removed: solutions] offerings;

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

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

Acquisitions could also dilute stockholder value and adversely affect operating results.* [removed: We] [added: An acquisition] may [removed: acquire or make investments in businesses, technologies, services, products, or solutions.][added: present business issues which are new to us.]

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

- Disruptions in our business due to difficulties integrating and reorganizing operations, [removed: products,] [added: offerings,] technologies and personnel;

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

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

Some of our [removed: products, solutions and services] [added: offerings] are in direct competition with similar or alternative [removed: products, solutions and services] [added: offerings] provided by our competitors.

- Innovate, develop and timely commercialize new [removed: technologies, solutions,] [added: technologies] and [removed: services;][added: offerings;]

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

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

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

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

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

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

We also expect to continue the use of third-party contract manufacturing services with non-U.S. production and assembly operations for our [removed: products.][added: offerings.]

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

- Imposition of burdensome [added: trade policies, including] tariffs, quotas, taxes, trade barriers, or capital flow restrictions;

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

- Limited intellectual property protection in certain countries may limit recourse against infringement on our [removed: products] [added: offerings] or may cause us to refrain from selling in certain geographic territories;

- Transportation delays and customs related delays may affect production and distribution of our [removed: products;][added: offerings;]

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

The war between Russia and [removed: Ukraine and] [added: Ukraine, conflicts in] the [removed: global response] [added: Middle East region, the risk of increased tensions between China and Taiwan, and other instances of geopolitical turmoil could limit our ability] to [removed: this war] [added: sell our offerings, and] could have an adverse impact on our business and results of operations.

[removed: On] [added: For instance, on] March 5, 2022, we suspended our business operations in Russia.

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

As we continue to expand our business and incorporate new technologies into our [removed: products and solutions,] [added: offerings,] these types of claims may increase.

To the extent a violation of a [removed: third party’s] [added: third-party’s] patent or other intellectual property right is established, we may be prevented from operating our business as planned and we may be required to pay costly judgments or settlements, enter into costly licensing arrangements or use a non-infringing method to accomplish our business objectives, any of which could have a negative impact on our operating margins.

We use copyrights, patents, trademarks, trade secrets, [added: confidentiality provisions] and contracts to protect these proprietary rights.

Despite these precautions, third parties may be able to copy or reproduce aspects of our intellectual property and our [removed: products] [added: offerings] or, without authorization, to misappropriate and use information we regard as trade secrets.

Additionally, the intellectual property rights we [added: are able to] obtain may not be sufficient to provide us with a competitive advantage and may be successfully challenged, invalidated, circumvented, or infringed.

Furthermore, efforts to enforce or protect our proprietary rights may be ineffective and could result in the invalidation or narrowing of the scope of our intellectual property and may cause us to incur substantial [removed: litigation costs.]

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

[removed: Such parties ceasing continued development] [added: For example, certain] of [removed: the operating systems or restricting] our [removed: access to such operating systems could adversely impact our business and financial results.* We] [added: devices] are dependent on [removed: third-parties’] [added: third parties’] continued development [added: and support] of operating [removed: systems,] [added: systems and] software application ecosystem infrastructures, and [added: on] such [removed: third-parties’] [added: third parties’] approval of our implementations of their operating systems and associated applications.

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

*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 [removed: technology] [added: technology, including generative AI,] in our [removed: products] [added: offerings] and operations remains in the early phases.

While we aim to develop and use AI responsibly and [added: have implemented certain governance programs to] attempt to mitigate ethical and legal issues presented by its [added: development and] use, we may ultimately be unsuccessful in identifying or resolving [added: such] issues before they arise.

[removed: Emerging regulations] [added: Other emerging legal frameworks] may pertain to data privacy, data protection, and the ethical use of AI, as well as clarifying intellectual property considerations.

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

Further, new business models that rely heavily on global digitization, use of the cloud, big data, mobile and social media [added: could] expose the [removed: organization] [added: Company] to even more [removed: cyber-attacks.][added: cybersecurity threats and incidents.]

- Frequent new offering introductions;

- Competitively price our offerings;

*Geopolitical turmoil, including regional conflicts, terrorism and war could result in market instability, which could negatively impact our business results.* We are a global company with international operations, and we sell our offerings in countries throughout the world.

logistics challenges.

In addition, geopolitical turmoil could result in: increased energy costs, which could increase the cost of manufacturing, selling and delivering our offerings; inflation, which has resulted in increases in the cost of manufacturing, reduced customer purchasing power, increased price pressures, and reduced or cancelled orders; increased risk of cybersecurity attacks; and market instability, any of which could adversely impact our financial results.

Additionally, the laws of certain countries do not protect intellectual property rights to the same extent as the laws of the U.S., and we might not be able to protect our intellectual property adequately against unauthorized third-party use in certain jurisdictions.

litigation costs.

If we develop AI technologies for our offerings, or use AI technology to support our internal operations, that are controversial because of their actual or perceived impact on human rights, privacy, employment, or other social, economic or political issues, we may experience reputational harm or employee attrition.

AI technologies can be complex, rapidly evolving, and expensive to develop and use.

Flaws in AI technologies that we develop might lead to decreased market acceptance with regard to certain of our offerings.

AI technologies that we use to support our operations may carry inherent risks related to: data privacy and security, such as the intended or unintended transmission of personal data or of proprietary or sensitive information; copyright, such as the incorporation of third-party copyrighted materials into large language models; data quality and bias, such as the use of inaccurate, incomplete, outdated, or biased information; and challenges implementing and maintaining AI tools, such as the complications arising from integrating such tools with existing systems and practices, and from reliance on third-party AI vendors.

We also face competition from other companies that are developing their own AI technologies.

Other companies may develop AI technologies that are similar or superior to our technologies or are more cost-effective to develop and deploy.

For example, in 2024 the European Artificial Intelligence Act (EU) 2024/1689 went into force and established requirements and obligations for developers and deployers of AI systems.

We may not always be able to anticipate how to respond to such legal frameworks, and our obligation to comply with them could entail significant costs, negatively affect our business, or limit our ability to develop and use AI technology.

Accordingly, we may fail to remediate such vulnerabilities in time to prevent a cybersecurity incident.

*Cybersecurity incidents affecting our systems or our customers’ systems may negatively impact our business.* Our offerings are used in customer environments and have the possibility of being subject to a cybersecurity incident.

increased compensation and benefit costs.

*Our order backlog may not be a reliable indicator of our future operating results.* Our order backlog may be fulfilled several quarters following receipt of a purchase order, either due to customer schedules or delays caused by supply chain constraints, which may negatively impact our ability to convert our order backlog into revenue.

*If we experience a significant disruption in our IT systems, our business, reputation, and operating results could be adversely affected.* Our business processes depend on our IT systems, and the IT systems and processes of third parties to provide offerings, maintain financial records, retain sensitive data such as intellectual property, proprietary business information, and data related to customers, suppliers, and business partners, process orders, manage inventory, process shipments to customers and operate other critical functions.

Disruptions to our IT systems from system failures, shutdowns, implementation of new operational systems or software or upgrades to existing systems and software, and other events, including disruptions at our cloud computing, server, systems, and other third-party IT service providers, could interfere with our operations, interrupt order processing and shipments, damage customer and business partner relationships, and negatively impact our reputation.

Any such event could have a material adverse effect on our business, reputation, operating results and financial condition, and no assurance can be given that our efforts to reduce the risk of such events will be successful.

Certain of our suppliers and other entities with whom we do business have operations concentrated in China and other non-U.S. countries.

Their ability to supply materials to us, purchase our offerings, or otherwise work with us is affected by their ability to do business in such non-U.S. countries.

If the U.S.’s relationship with other countries results in additional trade disputes, trade protection measures, retaliatory actions, tariffs and increased barriers, policies that favor domestic industries, or increased import or export licensing requirements or restrictions, then our operations may be adversely affected due to such changes in the economic and political ecosystem in which our suppliers and other entities with whom we do business operate.

*Our exposure to foreign exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact our results of operations.* We provide our offerings globally, and higher volatility and fluctuations in foreign exchange rates could have a significant impact on our reported consolidated results of operations, financial condition and cash flows, which are presented in U.S. dollars.

Accordingly, significant changes in foreign exchange rates, particularly the Euro, British Pound Sterling and Czech Koruna, has had in the past, and could continue to, cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations.

Additionally, the strengthening of certain currencies such as the U.S. dollar potentially exposes us to competitive threats from lower-cost producers in other countries.

Further, our sales are translated into U.S. dollars for reporting purposes, and the strengthening of the U.S. dollar has in the past, and could continue to, result in unfavorable translation effects as the results of non-U.S. locations are translated into U.S. dollars.

From time to time, we may use derivative financial instruments, including foreign currency exchange contracts, to manage foreign exchange rate risks.

However, our hedging strategies may be ineffective, may not offset any or more than a portion of the adverse financial impact resulting from foreign exchange rate variations, or may result in losses.

If there is a downturn in the markets in which our customers operate, orders from customers in such markets may decline, be delayed or be cancelled.

- We may be unable to create liens on certain assets to secure debt;

- Our subsidiary guarantors may not have sufficient assets or cash flow to allow them to guarantee new debt and existing debt;

Any or all of the above events or factors could have an adverse effect on our results of operations and financial condition.

The risks that we face based on our outstanding indebtedness may intensify if we incur additional indebtedness or financing obligations in the future.

If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately.

We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default.

Further, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness.

In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments.

An acquisition may present business issues which are new to us.

- Frequent new product, solution, and service introductions;

- Competitively price our products, solutions and services;

*We currently use third-party and/or open source operating systems and associated application ecosystems in certain of our products and solutions.

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

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

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.

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.

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

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

Our products and solutions that are deployed in customer environments also have the possibility of being breached, which could result in disclosure of a customer’s confidential information, or disrupt the availability of the customer’s data and systems.

*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.

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

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.

Moreover, in the event any of these suppliers

Higher volatility and fluctuations in foreign exchange rates for the U.S. Dollar against currencies such as the Euro, British Pound Sterling and Czech Koruna could negatively impact product sales, margins, and cash flows.

Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy the obligations in respect of our indebtedness.

If interest rates increase, we would have a non-cash gain on the swaps, and vice versa in the event of a decrease in interest rates.

Consequently, these swaps may introduce additional volatility to our operating results.

data may result in increased costs, legal claims, or fines against the Company.

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

This section generally discusses fiscal [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022] [added: 2023] for that discussion.

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

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

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

[removed: 2023] [added: 2024] Financial Summary and Other Recent Developments

- Net sales were [removed: $4,584] [added: $4,981] million in the current year compared to [removed: $5,781] [added: $4,584] million in the prior year.

- Operating income was [removed: $481] [added: $742] million in the current year compared to [removed: $529] [added: $481] million in the prior year.

- Net income was [removed: $296] [added: $528] million, or [removed: $5.72] [added: $10.18] per diluted share in the current year, compared to Net income of [removed: $463] [added: $296] million, or [removed: $8.80] [added: $5.72] per diluted share in the prior year.

- Net cash [removed: used in] [added: provided by] operating activities was [removed: $4] [added: $1,013] million in the current year compared to net cash [removed: provided by] [added: used in] operating activities of [removed: $488] [added: $4] million in the prior year.

[removed: These] [added: The] costs [added: of these actions] are classified within Exit and restructuring on the Consolidated Statements of Operations.

[removed: The Programs are expected to impact] [added: Together, these programs have impacted] over 9% of our global employee base and [removed: are estimated to result in] [added: have generated approximately $120 million of] annualized net cost [removed: savings of approximately $120 million,] [added: savings,] primarily within Operating expenses.

Results of Operations: Year Ended [removed: 2023] [added: 2024] versus [removed: 2022] [added: 2023] and Year Ended [removed: 2022] [added: 2023] versus [removed: 2021][added: 2022]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | | | | | Percent Change [removed: 2022] [added: 2023] vs [removed: 2021] [added: 2022] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Tangible products | | | $ | [removed: 3,665] [added: 4,016] | | | | | $ | [removed: 4,915] [added: 3,665] | | | | | $ | [removed: 4,845] [added: 4,915] | | | | | [removed: (25.4)] [added: 9.6] | | % | | | | [removed: 1.4] [added: (25.4)] | | % |

| Services and software | | | [removed: 919] [added: 965] | | | | | | [removed: 866] [added: 919] | | | | | | [removed: 782] [added: 866] | | | | | | [removed: 6.1] [added: 5.0] | | % | | | | [removed: 10.7] [added: 6.1] | | % |

| Total Net sales | | | [removed: 4,584] [added: 4,981] | | | | | | [removed: 5,781] [added: 4,584] | | | | | | [removed: 5,627] [added: 5,781] | | | | | | [removed: (20.7)] [added: 8.7] | | % | | | | [removed: 2.7] [added: (20.7)] | | % |

| Gross profit | | | [removed: 2,123] [added: 2,413] | | | | | | [removed: 2,624] [added: 2,123] | | | | | | [removed: 2,628] [added: 2,624] | | | | | | [removed: (19.1)] [added: 13.7] | | % | | | | [removed: (0.2)] [added: (19.1)] | | % |

| *Gross margin* | | | [removed: *46.3*] [added: *48.4*] | | *%* | | | | [removed: *45.4*] [added: *46.3*] | | *%* | | | | [removed: *46.7*] [added: *45.4*] | | *%* | | | | [removed: *90] [added: *210] bps* | | | | | | [removed: *(130)] [added: *90] bps* | | |

| Operating expenses | | | [removed: 1,642] [added: 1,671] | | | | | | [removed: 2,095] [added: 1,642] | | | | | | [removed: 1,649] [added: 2,095] | | | | | | [removed: (21.6)] [added: 1.8] | | % | | | | [removed: 27.0] [added: (21.6)] | | % |

| Operating income | | | $ | [removed: 481] [added: 742] | | | | | $ | [removed: 529] [added: 481] | | | | | $ | [removed: 979] [added: 529] | | | | | [removed: (9.1)] [added: 54.3] | | % | | | | [removed: (46.0)] [added: (9.1)] | | % |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | | | | | Percent Change [removed: 2022] [added: 2023] vs [removed: 2021] [added: 2022] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| North America | | | $ | [removed: 2,405] [added: 2,547] | | | | | $ | [removed: 2,919] [added: 2,405] | | | | | $ | [removed: 2,819] [added: 2,919] | | | | | [removed: (17.6)] [added: 5.9] | | % | | | | [removed: 3.5] [added: (17.6)] | | % |

| EMEA | | | [removed: 1,414] [added: 1,617] | | | | | | [removed: 1,920] [added: 1,414] | | | | | | [removed: 1,976] [added: 1,920] | | | | | | [removed: (26.4)] [added: 14.4] | | % | | | | [removed: (2.8)] [added: (26.4)] | | % |

| Asia-Pacific | | | [removed: 481] [added: 490] | | | | | | [removed: 609] [added: 481] | | | | | | [removed: 543] [added: 609] | | | | | | [removed: (21.0)] [added: 1.9] | | % | | | | [removed: 12.2] [added: (21.0)] | | % |

| Latin America | | | [removed: 284] [added: 327] | | | | | | [removed: 333] [added: 284] | | | | | | [removed: 289] [added: 333] | | | | | | [removed: (14.7)] [added: 15.1] | | % | | | | [removed: 15.2] [added: (14.7)] | | % |

| Total Net sales | | | $ | [removed: 4,584] [added: 4,981] | | | | | $ | [removed: 5,781] [added: 4,584] | | | | | $ | [removed: 5,627] [added: 5,781] | | | | | [removed: (20.7)] [added: 8.7] | | % | | | | [removed: 2.7] [added: (20.7)] | | % |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Selling and marketing | | | $ | [removed: 581] [added: 600] | | | | | $ | [removed: 607] [added: 581] | | | | | $ | [removed: 587] [added: 607] | | | | | [removed: 12.7] [added: 12.0] | | % | | | | [removed: 10.5] [added: 12.7] | | % | | | | [removed: 10.4] [added: 10.5] | | % |

| Research and development | | | [removed: 519] [added: 563] | | | | | | [removed: 570] [added: 519] | | | | | | [removed: 567] [added: 570] | | | | | | 11.3 | | % | | | | [removed: 9.9] [added: 11.3] | | % | | | | [removed: 10.1] [added: 9.9] | | % |

| General and administrative | | | [removed: 334] [added: 381] | | | | | | [removed: 375] [added: 334] | | | | | | [removed: 348] [added: 375] | | | | | | [removed: 7.3] [added: 7.6] | | % | | | | [removed: 6.5] [added: 7.3] | | % | | | | [removed: 6.2] [added: 6.5] | | % |

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

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

| Acquisition and integration costs | | | 6 | | | | | | [removed: 21] [added: 6] | | | | | | [removed: 25] [added: 21] | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Exit and restructuring costs | | | [removed: 98] [added: 17] | | | | | | [removed: 14] [added: 98] | | | | | | [removed: 7] [added: 14] | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Total Operating expenses | | | $ | [removed: 1,642] [added: 1,671] | | | | | $ | [removed: 2,095] [added: 1,642] | | | | | $ | [removed: 1,649] [added: 2,095] | | | | | [removed: 35.8] [added: 33.5] | | % | | | | [removed: 36.2] [added: 35.8] | | % | | | | [removed: 29.3] [added: 36.2] | | % |

Consolidated Organic Net sales [removed: (decline) growth:][added: growth (decline):]

As we entered 2024, we saw the stabilization of distributor inventory levels in both of our segments and the beginning of a modest recovery in demand trends in certain of our offerings within our EVM segment.

The demand trend recovery broadened across offerings within both segments beginning in the second half of the year contributing to improved revenue and profitability.

As we look ahead to 2025, we expect increased uncertainty and volatility in global trade policy and foreign currency exchange rates.

The Company completed its actions under the 2022 Productivity Plan in the current year.

Total charges associated with the 2022 Productivity Plan and the U.S. voluntary retirement plan (“VRP”), which was completed in 2023, were $127 million, including $17 million recorded in the current year.

In the second quarter, the Company completed a private offering of $500 million senior unsecured notes (the “Senior Notes”) with a 6.5% fixed interest rate; the proceeds of which, were partially used to repay outstanding debt.

Additionally, with the issuance of the fixed rate Senior Notes, the Company terminated its interest rate swap agreements which were intended to result in a fixed interest rate on a portion of our variable rate debt.

On December 27, 2024, the Company entered into a definitive agreement to acquire Photoneo, a leading developer and manufacturer of 3D machine vision offerings.

The purchase price of approximately €60 million is expected to be funded with cash on hand.

The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2025.

The acquired business will become part of the EVM segment.

| | | | 2024 | | | | | | 2023 | | |

Total Net sales increased $397 million or 8.7% compared to the prior year reflecting growth in our EVM segment that was partially offset by a slight decline in our AIT segment as the current year recovery in demand trends benefited EVM earlier in the year than AIT.

The increase was primarily due to volume leverage, higher service and software margins, lower freight rates, and lower inventory-related charges.

Gross margin was higher in both segments, particularly EVM.

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

This impact is calculated by

translating the current period results at the currency exchange rates used in the comparable prior year period as well as removing realized cash flow hedge gains and losses from both the current and prior year periods.

- $1,017 million change in operating activities primarily due to the timing of cash payments and the reduction of overall inventory levels, lower legal settlement, income tax, and employee incentive compensation payments, higher cash receipts on interest rate swaps attributed to the termination of those agreements, as well as overall improved operating profits.

- $307 million change in financing activities primarily due to current year net debt repayments as a portion of the recently issued Senior Notes was utilized to reduce total debt, compared to net borrowings in the prior year.

| | | | 2024 | | | | | | 2023 | | |

| Senior Notes | | | 500 | | | | | | — | | |

The Company has and may make prepayments in whole or in part, without premium or penalty; and would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions.

*Senior Notes*

In the second quarter of 2024, the Company completed a private offering of $500 million senior unsecured notes (the “Senior Notes”) with a 6.5% fixed interest rate.

The net proceeds of the issuance, after deducting debt issuance costs which were deferred, were approximately $492 million.

The Senior Notes mature on June 1, 2032, and interest is payable semi-annually in arrears in June and December of each year, commencing on December 1, 2024.

The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of Zebra’s existing and future subsidiaries.

The Senior Notes contain covenants that, among other things, limit the ability of Zebra to: (i) grant or incur liens; (ii) have its subsidiaries guarantee debt without becoming guarantors; and (iii) merge or consolidate with another company or sell all or substantially all of its assets.

During the first quarter of 2024, the Company amended this facility to extend the maturity to March 19, 2027 but otherwise did not substantially change the terms of the facility.

The Company has a Receivables Factoring arrangement, pursuant to which certain receivables originated from the EMEA and Asia-Pacific regions up to a maximum of €75 million, as amended, are sold to a bank without recourse in exchange for cash.

The bank’s purchase of eligible receivables is subject to a maximum amount of uncollected receivables.

Subsequent to the year ended December 31, 2024, the Company has repurchased 128,466 shares of common stock for approximately $50 million through February 6, 2025.

Change in Segments

In the second quarter of 2023, our advanced location technology solutions business, which is primarily comprised of RFID devices and RTLS offerings, moved from our EVM segment into our AIT segment contemporaneous with a change in our organizational structure and management of the business.

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

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

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

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

The Company continues to focus on scaling and integrating our recent acquisitions providing growth opportunities across our solution offerings.

Macroeconomic Environment

We entered 2023 facing headwinds from global cost inflation, rising interest rates, and a stronger U.S. dollar, which have negatively impacted our current year results.

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.

We have been partially mitigating the financial impacts of these operating headwinds through a combination of cost management actions and targeted list price increases.

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.

- We repurchased $52 million of common shares in the current year compared to $751 million in the prior year.

Restructuring Activity

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”).

During the first quarter of 2024, the Company committed to additional actions under the 2022 Productivity Plan which will bring the total expected cost of the Programs to approximately $130 million.

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.

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

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.

Prior year Net sales of both segments were negatively impacted by supply chain bottlenecks, which were most pronounced in our EVM segment.

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.

Other (expense) income, net was an expense of $147 million for the current year, compared to income of $15 million in the prior year primarily due to higher interest expense associated with higher interest rates and average outstanding debt levels as well as lower interest rate swap gains in the current year.

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

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

This impact is calculated by translating the current period results at the currency exchange rates used in the comparable prior year period, inclusive of the Company’s foreign currency hedging program.

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

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

- $492 million of incremental operating cash outflows primarily due to reduced operating profits and higher cash payments for income taxes, Exit and restructuring actions, interest, inventory purchases, and the settlement, partially offset by favorability in the timing of customer collections and lower employee incentive compensation payments.

- $876 million less in investing activities primarily due to cash payments for the acquisition of Matrox in the prior year.

- $136 million less in financing activities primarily due to increased borrowings in the prior year as a result of the Company refinancing its long-term credit facilities, partially offset by lower common stock repurchases in the current year.

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

In May 2022, the Company refinanced its long-term credit facilities by entering into its third amendment to the Amended and Restated Credit Agreement, which increased the Company’s borrowing under Term Loan A from $875 million to $1.75 billion and the Company’s borrowing capacity under the Revolving Credit Facility from $1 billion to $1.5 billion, extended the maturities of the facilities to May 25, 2027, and replaced LIBOR with SOFR as the benchmark reference rate.

We [added: periodically] use interest rate derivative contracts, including interest rate swaps, to mitigate 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, fix a portion of [removed: variable-rate] [added: variable rate] debt.

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

As of December 31, [removed: 2023, we had] [added: 2024,] approximately [added: $1.7 billion of our] $2.2 billion of [added: total] debt outstanding [removed: under our debt facilities, which bears] [added: had] 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: $14] [added: $17] million.

We provide [removed: products, solutions and services] [added: offerings] in approximately [removed: 185] [added: 176] countries throughout the world and, therefore, at times are exposed to risk based on movements in foreign exchange rates.

This exposure includes the impact of associated forward interest rate swaps outstanding as of December 31, 2023.

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

The Company’s [added: products, services, and software] solutions [added: (“offerings”)] are proven to help our customers and end-users digitize and automate their workflows to achieve their critical business objectives, including improved productivity and operational efficiency, optimized regulatory compliance, and better customer experiences.

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

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

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

We operate in [removed: 122] [added: 114] facilities with approximately [removed: 9,750] [added: 9,900] employees worldwide.

We provide our [removed: products, solutions and services] [added: offerings] globally through a direct sales force and [added: an] extensive network of over 10,000 channel partners, operating in approximately [removed: 185] [added: 176] countries.

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, [removed: and] the hospital patient [removed: journey.][added: journey and first responders addressing public safety and emergency situations.]

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

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

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

Additionally, computer and machine vision technology, which enables the automatic extraction and understanding of useful information from a digital image or video, provides a key element in many of our [removed: solutions.][added: offerings.]

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

Our 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, [removed: non-line of sight] data capture from hundreds or thousands of RFID tags in near [removed: real-time.][added: real-time without line of sight, complementing the barcode.]

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

These [removed: solutions] [added: offerings] incorporate active and passive RFID technologies, beacons, and other tracking technologies to enable users to locate, track, manage, and optimize the utilization of enterprise assets and personnel.

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

Our supplies business also includes [added: electronic sensors and] temperature-monitoring labels [removed: primarily used in vaccine distribution,] which incorporate chemical indicators designed to change color upon exceeding predefined time and/or temperature [removed: thresholds.][added: thresholds, used in vaccine distribution and other use cases in healthcare and food safety.]

Purpose-built [removed: devices] [added: handheld and wearable mobile computers, vehicle mounted computers, tablets and kiosks] ensure reliable operations for targeted use cases, surviving years of rough handling and harsh environments.

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

Our products [removed: are also offered with] [added: include] software tools and services that enable secure data transmission while also supporting application development, device configuration, and field support to facilitate seamless, rapid deployment and maximum customer return on investment.

The design of these [removed: products] [added: offerings] reflects the diverse needs of these markets, with different ergonomics, multiple communication protocols, and varying levels of ruggedness.

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

We also provide related software and accessories for these [removed: products.][added: offerings.]

We also provide managed and professional services that, among other things, help customers design, test, and deploy our [removed: solutions] [added: offerings] as well as manage their mobility devices, software applications and workflows.

*Workflow optimization solutions:* We provide a portfolio of [removed: solutions] [added: offerings] that help our customers improve the agility and productivity of key [removed: operational] workflows by analyzing and acting on [added: operational] data in [removed: real time.][added: real-time.]

Our primary focus is on frontline workers in Zebra’s [removed: core customer segments,] [added: end markets,] including retail, transportation and logistics, [removed: warehouse and distribution,] [added: manufacturing,] and healthcare.

- Software-based [removed: solutions,] [added: offerings,] which include workforce management, workflow execution and task management, demand-sensing, price optimization, [added: and] prescriptive analytics, as well as communication and collaboration-based [removed: solutions.][added: offerings.]

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

By analyzing labor, inventory, transactional and real-time situational data, these [removed: solutions] [added: offerings] are able to forecast demand, prescribe actions, schedule workers, and enhance collaboration.

Our software-based [removed: solutions] [added: offerings] are available with multiple service levels, and are often contracted through multi-year service agreements;

- [removed: Retail solutions,] [added: Managed service offerings comprised of software and hardware bundled together,] which include a range of physical inventory management [removed: solutions,] [added: offerings for retail,] including [removed: solutions] [added: offerings] for full store physical inventories, cycle counts, and analytics; and

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

Our robotic automation [removed: solutions] [added: offerings] are available in a variety of form factors to accommodate many use [removed: cases.][added: cases, from e-commerce fulfillment to material movement.]

An industry leader focused on improving enterprise [removed: workflows][added: workflows on the frontline]

We are focused on the key [added: complementary] technology [removed: solutions] [added: offerings] that drive improved enterprise [removed: workflows,] [added: workflows on the frontline,] 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.

Our leadership position enables us to work with and support customers globally, in a variety of industries, who are focused on implementing leading-edge [removed: solutions.][added: offerings.]

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

Over time, we have developed and delivered improved, targeted end-to-end [removed: solutions] [added: offerings] for our customers.

We remain committed to leveraging our technology portfolio and expertise in the industries that we service to continue to develop innovative [removed: solutions] [added: offerings] that meet the key needs of our customers.

managed and professional services; as well as cloud-based software subscriptions.

*Photoneo*: On December 27, 2024, the Company entered into a definitive agreement to acquire Photoneo, a leading developer and manufacturer of 3D machine vision solutions.

The purchase price of approximately €60 million is expected to be funded with cash on hand.

The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2025.

The acquired business will become part of the EVM segment.

We believe that the offerings across these segments collectively elevate Zebra’s positioning with our customers, enabling us to better transform workflows.

We also foster a highly specialized ecosystem of location and tracking partners who complement our offerings and help integrate them into our joint customers’ operations.

Our presence gives us the capability to serve our customers globally.

We plan to continue investing in the development of technologies that serve as the foundation for intelligent operations, providing our customers with visibility, connected frontline workers, and intelligent automation.

We also compete with companies producing printing systems that use technologies such as laser, ink-jet, and direct marking.

Competitors include: Avery Dennison, Entrust, Honeywell, Sato, Toshiba TEC, and TSC.

It is Zebra’s policy to provide equal employment opportunity to all applications and employees.

We believe this increases Zebra’s innovation.

The campaign’s action-based workshop, experienced virtually or in person, provides employees an opportunity to learn and share experiences relating to the importance of Zebra’s culture and values.

We also have structured mentorship programs for our employees.

Employees who are new to leading people can complete our Leadership Essentials and our Inclusive Leadership courses, which are designed to foster their leadership and management skills.

*Employee Resource Groups (ERGs)*

Zebra has ten employee-led ERGs, each of which is open to all employees.

Over 25% of our employees are members of at least one ERG.

We continue to expand membership across the business.

*Community Engagement and Philanthropy*

We have established partnerships with local organizations to forge meaningful relationships within the communities where Zebra operates and have closely tied our outreach strategy with our work in these communities.

See Item 1A, *Risk Factors* for additional information regarding risks relating to wireless regulatory matters.

industries.

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

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

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

Through this acquisition, the Company 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.

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

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

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

Through this acquisition, the Company expanded its automation solution offerings within these industries.

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

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

z o.o.

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

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

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

solutions through the acquisition of Matrox Imaging.

This global presence gives us the capability to supply our customers with products, solutions, and services no matter the location of their operations.

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

We also compete with companies engaged in the design, manufacture, and marketing of printing systems that use technologies such as ink-jet, direct marking and laser printing, as well as card printers based on ink-jet, thermal transfer, embossing, film-based systems, encoders, laser engraving, and large-scale dye sublimation printers.

Competitors include: Fargo Electronics (a unit of HID Global), Honeywell, Sato, Toshiba TEC, TSC, Brother, and Dymo.

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

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.

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

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.

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.

*Inclusion & Diversity*

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.

Our Company-wide 4C Framework will also continue to guide our Inclusion & Diversity (I&D) strategy, encouraging all employees to contribute to I&D in ways meaningful to them and their work at Zebra:

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, [removed: July 1, 2023,] [added: June 29, 2024,] was [removed: $15.0] [added: $15.8] billion.

As of February [removed: 8, 2024,] [added: 6, 2025,] there were [removed: 51,381,409] [added: 51,379,208] 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: 9, 2024,] [added: 8, 2025,] are incorporated by reference into Part III of this report, as indicated herein.

YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| Item 1. | | | | | | [removed: [Business](#ic1e180b033a5493da7429e5d341a7e76_13)] [added: [Business](#i6d8a8d5580f441a5b161bf1107019de2_13)] | | | [removed: [4](#ic1e180b033a5493da7429e5d341a7e76_13)] [added: [4](#i6d8a8d5580f441a5b161bf1107019de2_13)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#ic1e180b033a5493da7429e5d341a7e76_16)] [added: Factors](#i6d8a8d5580f441a5b161bf1107019de2_16)] | | | [removed: [13](#ic1e180b033a5493da7429e5d341a7e76_16)] [added: [13](#i6d8a8d5580f441a5b161bf1107019de2_16)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#ic1e180b033a5493da7429e5d341a7e76_19)] [added: Comments](#i6d8a8d5580f441a5b161bf1107019de2_19)] | | | [removed: [23](#ic1e180b033a5493da7429e5d341a7e76_19)] [added: [24](#i6d8a8d5580f441a5b161bf1107019de2_19)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#ic1e180b033a5493da7429e5d341a7e76_1621)] [added: [Cybersecurity](#i6d8a8d5580f441a5b161bf1107019de2_22)] | | | [removed: [23](#ic1e180b033a5493da7429e5d341a7e76_1621)] [added: [24](#i6d8a8d5580f441a5b161bf1107019de2_22)] | | |

| Item 2. | | | | | | [removed: [Properties](#ic1e180b033a5493da7429e5d341a7e76_22)] [added: [Properties](#i6d8a8d5580f441a5b161bf1107019de2_25)] | | | [removed: [24](#ic1e180b033a5493da7429e5d341a7e76_22)] [added: [25](#i6d8a8d5580f441a5b161bf1107019de2_25)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#ic1e180b033a5493da7429e5d341a7e76_25)] [added: Proceedings](#i6d8a8d5580f441a5b161bf1107019de2_28)] | | | [removed: [24](#ic1e180b033a5493da7429e5d341a7e76_25)] [added: [25](#i6d8a8d5580f441a5b161bf1107019de2_28)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#ic1e180b033a5493da7429e5d341a7e76_28)] [added: Disclosures](#i6d8a8d5580f441a5b161bf1107019de2_31)] | | | [removed: [24](#ic1e180b033a5493da7429e5d341a7e76_28)] [added: [26](#i6d8a8d5580f441a5b161bf1107019de2_31)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic1e180b033a5493da7429e5d341a7e76_34)] [added: Securities](#i6d8a8d5580f441a5b161bf1107019de2_37)] | | | [removed: [25](#ic1e180b033a5493da7429e5d341a7e76_34)] [added: [27](#i6d8a8d5580f441a5b161bf1107019de2_37)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#ic1e180b033a5493da7429e5d341a7e76_37)] [added: [\[Reserved\]](#i6d8a8d5580f441a5b161bf1107019de2_40)] | | | [removed: [27](#ic1e180b033a5493da7429e5d341a7e76_37)] [added: [29](#i6d8a8d5580f441a5b161bf1107019de2_40)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic1e180b033a5493da7429e5d341a7e76_40)] [added: Operations](#i6d8a8d5580f441a5b161bf1107019de2_43)] | | | [removed: [28](#ic1e180b033a5493da7429e5d341a7e76_40)] [added: [30](#i6d8a8d5580f441a5b161bf1107019de2_43)] | | |

| | | | | | | [Results of [removed: Operations](#ic1e180b033a5493da7429e5d341a7e76_46)] [added: Operations](#i6d8a8d5580f441a5b161bf1107019de2_49)] | | | [removed: [30](#ic1e180b033a5493da7429e5d341a7e76_46)] [added: [31](#i6d8a8d5580f441a5b161bf1107019de2_49)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#ic1e180b033a5493da7429e5d341a7e76_49)] [added: Resources](#i6d8a8d5580f441a5b161bf1107019de2_52)] | | | [removed: [33](#ic1e180b033a5493da7429e5d341a7e76_49)] [added: [34](#i6d8a8d5580f441a5b161bf1107019de2_52)] | | |

| | | | | | | [Critical Accounting [removed: Estimates](#ic1e180b033a5493da7429e5d341a7e76_55)] [added: Estimates](#i6d8a8d5580f441a5b161bf1107019de2_58)] | | | [removed: [36](#ic1e180b033a5493da7429e5d341a7e76_55)] [added: [37](#i6d8a8d5580f441a5b161bf1107019de2_58)] | | |

| | | | | | | [New Accounting [removed: Pronouncements](#ic1e180b033a5493da7429e5d341a7e76_58)] [added: Pronouncements](#i6d8a8d5580f441a5b161bf1107019de2_61)] | | | [removed: [37](#ic1e180b033a5493da7429e5d341a7e76_58)] [added: [38](#i6d8a8d5580f441a5b161bf1107019de2_61)] | | |

| | | | | | | [Non-GAAP [removed: Measures](#ic1e180b033a5493da7429e5d341a7e76_61)] [added: Measures](#i6d8a8d5580f441a5b161bf1107019de2_64)] | | | [removed: [37](#ic1e180b033a5493da7429e5d341a7e76_61)] [added: [38](#i6d8a8d5580f441a5b161bf1107019de2_64)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic1e180b033a5493da7429e5d341a7e76_64)] [added: Risk](#i6d8a8d5580f441a5b161bf1107019de2_67)] | | | [removed: [38](#ic1e180b033a5493da7429e5d341a7e76_64)] [added: [39](#i6d8a8d5580f441a5b161bf1107019de2_67)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#ic1e180b033a5493da7429e5d341a7e76_67)] [added: Data](#i6d8a8d5580f441a5b161bf1107019de2_70)] | | | [removed: [39](#ic1e180b033a5493da7429e5d341a7e76_67)] [added: [40](#i6d8a8d5580f441a5b161bf1107019de2_70)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#ic1e180b033a5493da7429e5d341a7e76_70)] [added: Firm](#i6d8a8d5580f441a5b161bf1107019de2_73)] | | | [removed: [40](#ic1e180b033a5493da7429e5d341a7e76_70)] [added: [41](#i6d8a8d5580f441a5b161bf1107019de2_73)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#ic1e180b033a5493da7429e5d341a7e76_73)] [added: Sheets](#i6d8a8d5580f441a5b161bf1107019de2_76)] | | | [removed: [42](#ic1e180b033a5493da7429e5d341a7e76_73)] [added: [43](#i6d8a8d5580f441a5b161bf1107019de2_76)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#ic1e180b033a5493da7429e5d341a7e76_76)] [added: Operations](#i6d8a8d5580f441a5b161bf1107019de2_79)] | | | [removed: [43](#ic1e180b033a5493da7429e5d341a7e76_76)] [added: [44](#i6d8a8d5580f441a5b161bf1107019de2_79)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#ic1e180b033a5493da7429e5d341a7e76_79)] [added: Income](#i6d8a8d5580f441a5b161bf1107019de2_82)] | | | [removed: [44](#ic1e180b033a5493da7429e5d341a7e76_79)] [added: [45](#i6d8a8d5580f441a5b161bf1107019de2_82)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#ic1e180b033a5493da7429e5d341a7e76_82)] [added: Equity](#i6d8a8d5580f441a5b161bf1107019de2_85)] | | | [removed: [45](#ic1e180b033a5493da7429e5d341a7e76_82)] [added: [46](#i6d8a8d5580f441a5b161bf1107019de2_85)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#ic1e180b033a5493da7429e5d341a7e76_85)] [added: Flows](#i6d8a8d5580f441a5b161bf1107019de2_88)] | | | [removed: [46](#ic1e180b033a5493da7429e5d341a7e76_85)] [added: [47](#i6d8a8d5580f441a5b161bf1107019de2_88)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#ic1e180b033a5493da7429e5d341a7e76_88)] [added: Statements](#i6d8a8d5580f441a5b161bf1107019de2_91)] | | | [removed: [47](#ic1e180b033a5493da7429e5d341a7e76_88)] [added: [48](#i6d8a8d5580f441a5b161bf1107019de2_91)] | | |

| | | | | | | [Note 1: Description of Business and Basis of [removed: Presentation](#ic1e180b033a5493da7429e5d341a7e76_91)] [added: Presentation](#i6d8a8d5580f441a5b161bf1107019de2_94)] | | | [removed: [47](#ic1e180b033a5493da7429e5d341a7e76_91)] [added: [48](#i6d8a8d5580f441a5b161bf1107019de2_94)] | | |

| | | | | | | [Note 2: Significant Accounting [removed: Policies](#ic1e180b033a5493da7429e5d341a7e76_94)] [added: Policies](#i6d8a8d5580f441a5b161bf1107019de2_97)] | | | [removed: [47](#ic1e180b033a5493da7429e5d341a7e76_94)] [added: [48](#i6d8a8d5580f441a5b161bf1107019de2_97)] | | |

| | | | | | | [Note 3: [removed: Revenues](#ic1e180b033a5493da7429e5d341a7e76_97)] [added: Revenues](#i6d8a8d5580f441a5b161bf1107019de2_100)] | | | [removed: [51](#ic1e180b033a5493da7429e5d341a7e76_97)] [added: [52](#i6d8a8d5580f441a5b161bf1107019de2_100)] | | |

| | | | | | | [Note 5: Business [removed: Acquisitions](#ic1e180b033a5493da7429e5d341a7e76_103)] [added: Acquisitions](#i6d8a8d5580f441a5b161bf1107019de2_106)] | | | [removed: [53](#ic1e180b033a5493da7429e5d341a7e76_103)] [added: [54](#i6d8a8d5580f441a5b161bf1107019de2_106)] | | |

| | | | | | | [Note 6: Goodwill and Other [removed: Intangibles](#ic1e180b033a5493da7429e5d341a7e76_106)] [added: Intangibles](#i6d8a8d5580f441a5b161bf1107019de2_109)] | | | [removed: [56](#ic1e180b033a5493da7429e5d341a7e76_106)] [added: [55](#i6d8a8d5580f441a5b161bf1107019de2_109)] | | |

| | | | | | | [Note 7: Property, Plant and [removed: Equipment](#ic1e180b033a5493da7429e5d341a7e76_109)] [added: Equipment](#i6d8a8d5580f441a5b161bf1107019de2_112)] | | | [removed: [56](#ic1e180b033a5493da7429e5d341a7e76_109)] [added: [56](#i6d8a8d5580f441a5b161bf1107019de2_112)] | | |

| | | | | | | [Note 9: Exit and Restructuring [removed: Costs](#ic1e180b033a5493da7429e5d341a7e76_115)] [added: Costs](#i6d8a8d5580f441a5b161bf1107019de2_118)] | | | [removed: [57](#ic1e180b033a5493da7429e5d341a7e76_115)] [added: [56](#i6d8a8d5580f441a5b161bf1107019de2_118)] | | |

| | | | | | | [Note 10: Fair Value [removed: Measurements](#ic1e180b033a5493da7429e5d341a7e76_118)] [added: Measurements](#i6d8a8d5580f441a5b161bf1107019de2_121)] | | | [removed: [57](#ic1e180b033a5493da7429e5d341a7e76_118)] [added: [56](#i6d8a8d5580f441a5b161bf1107019de2_121)] | | |

| | | | | | | [Note 11: Derivative [removed: Instruments](#ic1e180b033a5493da7429e5d341a7e76_121)] [added: Instruments](#i6d8a8d5580f441a5b161bf1107019de2_124)] | | | [removed: [58](#ic1e180b033a5493da7429e5d341a7e76_121)] [added: [57](#i6d8a8d5580f441a5b161bf1107019de2_124)] | | |

| | | | | | | [Note 12: Long-Term [removed: Debt](#ic1e180b033a5493da7429e5d341a7e76_124)] [added: Debt](#i6d8a8d5580f441a5b161bf1107019de2_127)] | | | [removed: [61](#ic1e180b033a5493da7429e5d341a7e76_124)] [added: [60](#i6d8a8d5580f441a5b161bf1107019de2_127)] | | |

| | | | | | | [Note 14: Accrued Liabilities, Commitments and [removed: Contingencies](#ic1e180b033a5493da7429e5d341a7e76_130)] [added: Contingencies](#i6d8a8d5580f441a5b161bf1107019de2_133)] | | | [removed: [63](#ic1e180b033a5493da7429e5d341a7e76_130)] [added: [63](#i6d8a8d5580f441a5b161bf1107019de2_133)] | | |

| [PART I](#i6d8a8d5580f441a5b161bf1107019de2_10) | | | | | | | | | | | |

| [PART II](#i6d8a8d5580f441a5b161bf1107019de2_34) | | | | | | | | | | | |

| | | | | | | [Overview](#i6d8a8d5580f441a5b161bf1107019de2_46) | | | [30](#i6d8a8d5580f441a5b161bf1107019de2_46) | | |

| | | | | | | [Note 4: Inventories](#i6d8a8d5580f441a5b161bf1107019de2_103) | | | [54](#i6d8a8d5580f441a5b161bf1107019de2_103) | | |

| | | | | | | [Note 8: Investments](#i6d8a8d5580f441a5b161bf1107019de2_115) | | | [56](#i6d8a8d5580f441a5b161bf1107019de2_115) | | |

| | | | | | | [Note 13: Leases](#i6d8a8d5580f441a5b161bf1107019de2_130) | | | [61](#i6d8a8d5580f441a5b161bf1107019de2_130) | | |

| [PART III](#i6d8a8d5580f441a5b161bf1107019de2_175) | | | | | | | | | | | |

| [PART IV](#i6d8a8d5580f441a5b161bf1107019de2_193) | | | | | | | | | | | |

| [Signatures](#i6d8a8d5580f441a5b161bf1107019de2_202) | | | | | | | | | [81](#i6d8a8d5580f441a5b161bf1107019de2_202) | | |

Actual results may differ materially from those expressed or implied by forward-looking statements.

Any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing the Company’s views as of any subsequent date.

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

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

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

| | | | | | | [Note 4: Inventories](#ic1e180b033a5493da7429e5d341a7e76_100) | | | [53](#ic1e180b033a5493da7429e5d341a7e76_100) | | |

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

| | | | | | | [Note 13: Leases](#ic1e180b033a5493da7429e5d341a7e76_127) | | | [62](#ic1e180b033a5493da7429e5d341a7e76_127) | | |

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

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

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

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

Management [added: provides regular] updates [added: to] the Board [removed: on at least an annual basis on] [added: regarding the Company’s] key cybersecurity activities.

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

[removed: The] [added: Management provides quarterly updates to the] Audit Committee [removed: regularly receives updates from management] about [removed: prevention,] [added: cybersecurity threat protection,] detection, mitigation and [removed: remediation of cyber threats,] [added: remediation,] including the overall status of the Company’s [removed: cyber security] [added: cybersecurity] program, results of third-party assessments, and recent [removed: cyber] [added: cybersecurity] threats.

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

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

The CSO also [removed: recommends] [added: makes recommendations] to the Company’s executive management regarding the Company’s [removed: cyber] [added: cybersecurity] risk mitigation priorities.

He is a recognized leader in the field of [removed: cyber security] [added: cybersecurity] with over [removed: 14] [added: 15] years of global executive cybersecurity experience.

The Chief Information Officer (“CIO”) is a peer to the CSO, also [removed: reporting] [added: reports] to the CFO.

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

Zebra’s current CISO was appointed to the role in [removed: June] 2018 and has held multiple leadership roles overseeing IT functions [removed: during his 14 years with] [added: since joining] the [removed: Company,] [added: Company in 2004,] including driving efforts within the cybersecurity function.

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

- Defense and On-going Monitoring – Our SOC is responsible for the on-going monitoring and analysis of [removed: cyber] [added: cybersecurity] threats to the Company.

The SOC evaluates [removed: cyber security] [added: cybersecurity] incidents according to the Company’s cyber incident response plan, appropriate [removed: cyber] [added: cybersecurity] incident playbook, and crisis communications [removed: cyber] [added: cybersecurity] incident plan.

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

- Technical Safeguards – The Company utilizes various tactics for [removed: cyber] [added: cybersecurity] threat [removed: prevention.][added: protection.]

We periodically perform vulnerability assessments, remediate vulnerabilities, review [removed: log] [added: logs] and access, perform system maintenance, manage network perimeter protection, and implement and manage disaster recovery testing.

- Education and Awareness – To foster employee awareness of [removed: cyber] [added: cybersecurity] threats, we provide periodic educational sessions to our employees, including annual training on general cybersecurity concepts and [added: targeted] 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 [removed: cyber] [added: cybersecurity] risk from specific third-party vendor categories.

This function performs initial TPRM assessments as part of the vendor selection process and regularly [removed: reassess] [added: reassesses] vendors based on vendor type and risk factors.

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

As of December 31, [removed: 2023,] [added: 2024,] the Company owned 3 laboratory and warehouse facilities located in the U.S., U.K., and Canada.

As of December 31, [removed: 2023,] [added: 2024,] the Company had a total of [removed: 119] [added: 111] leased facilities with locations spread globally; [removed: 36] [added: 29] of which are located in the U.S. and [removed: 83] [added: 82] of which are located in other countries.

As of February [removed: 8, 2024,] [added: 6, 2025,] the last reported price for the Company’s Class A Common Stock was [removed: $247.12] [added: $376.80] per share, and there were [removed: 84] [added: 78] 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: 2023.][added: 2024.]

This authorization augments the previous $1 billion share repurchase authorization which was announced on July 30, [removed: 2019.][added: 2019 and completed in the fourth quarter of 2022.]

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

As of December 31, [removed: 2023,] [added: 2024,] the Company has cumulatively repurchased [removed: 3,517,602] [added: 539,574] shares of common stock for approximately [removed: $1.1 billion,] [added: $154 million,] resulting in a remaining amount of share repurchases authorized under the plans of [removed: $893] [added: $846] 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: 2023.][added: 2024.]

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: 2018.][added: 2019.]

][added: 5 Q4 2024.jpg](https://www.sec.gov/Archives/edgar/data/877212/000087721225000027/zbra-20241231_g1.jpg)]

| Value at each year-end of $100 initial investment made on December 31, [removed: 2018] [added: 2019] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| September 29, 2024 - October 26, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 877 | |

| October 27, 2024 - November 23, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 877 | | |

| November 24, 2024 - December 31, 2024 | | | | | | 80,256 | | | | | | 387.20 | | | | | | 80,256 | | | | | | 846 | | |

| Total | | | | | | 80,256 | | | | | | $ | — | | | | | 80,256 | | | | | | $ | 846 | |

Subsequent to the year ended December 31, 2024, the Company has repurchased 128,466 shares of common stock for approximately $50 million through February 6, 2025.

| | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | |

| Zebra Technologies Corporation | | | | | | $ | 100.00 | | | | | $ | 150.46 | | | | | $ | 233.01 | | | | | $ | 100.38 | | | | | $ | 107.00 | | | | | $ | 151.20 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| S&P 500 Information Technology | | | | | | $ | 100.00 | | | | | $ | 143.89 | | | | | $ | 193.58 | | | | | $ | 139.00 | | | | | $ | 219.40 | | | | | $ | 299.72 | |

| 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 | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: [removed: 42)](#ic1e180b033a5493da7429e5d341a7e76_70)] [added: 42)](#i6d8a8d5580f441a5b161bf1107019de2_73)] | | | [removed: [40](#ic1e180b033a5493da7429e5d341a7e76_70)] [added: [41](#i6d8a8d5580f441a5b161bf1107019de2_73)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#ic1e180b033a5493da7429e5d341a7e76_73)] [added: 2023](#i6d8a8d5580f441a5b161bf1107019de2_76)] | | | [removed: [42](#ic1e180b033a5493da7429e5d341a7e76_73)] [added: [43](#i6d8a8d5580f441a5b161bf1107019de2_76)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ic1e180b033a5493da7429e5d341a7e76_76)] [added: 2022](#i6d8a8d5580f441a5b161bf1107019de2_79)] | | | [removed: [43](#ic1e180b033a5493da7429e5d341a7e76_76)] [added: [44](#i6d8a8d5580f441a5b161bf1107019de2_79)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ic1e180b033a5493da7429e5d341a7e76_79)] [added: 2022](#i6d8a8d5580f441a5b161bf1107019de2_82)] | | | [removed: [44](#ic1e180b033a5493da7429e5d341a7e76_79)] [added: [45](#i6d8a8d5580f441a5b161bf1107019de2_82)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ic1e180b033a5493da7429e5d341a7e76_82)] [added: 2022](#i6d8a8d5580f441a5b161bf1107019de2_85)] | | | [removed: [45](#ic1e180b033a5493da7429e5d341a7e76_82)] [added: [46](#i6d8a8d5580f441a5b161bf1107019de2_85)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ic1e180b033a5493da7429e5d341a7e76_85)] [added: 2022](#i6d8a8d5580f441a5b161bf1107019de2_88)] | | | [removed: [46](#ic1e180b033a5493da7429e5d341a7e76_85)] [added: [47](#i6d8a8d5580f441a5b161bf1107019de2_88)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic1e180b033a5493da7429e5d341a7e76_88)] [added: Statements](#i6d8a8d5580f441a5b161bf1107019de2_91)] | | | [removed: [47](#ic1e180b033a5493da7429e5d341a7e76_88)] [added: [48](#i6d8a8d5580f441a5b161bf1107019de2_91)] | | |

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, stockholders’ [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 15, 2024] [added: 13, 2025] expressed an unqualified opinion thereon.

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

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 137] [added: 901] | | | | | $ | [removed: 105] [added: 137] | |

| Accounts receivable, net of allowances for doubtful accounts of $1 million each as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023, respectively] | | | [removed: 521] [added: 692] | | | | | | [removed: 768] [added: 521] | | |

| Inventories, net | | | [removed: 804] [added: 693] | | | | | | [removed: 860] [added: 804] | | |

| Income tax receivable | | | [removed: 63] [added: 20] | | | | | | [removed: 26] [added: 63] | | |

| Prepaid expenses and other current assets | | | [removed: 147] [added: 134] | | | | | | [removed: 124] [added: 147] | | |

| Total Current assets | | | [removed: 1,672] [added: 2,440] | | | | | | [removed: 1,883] [added: 1,672] | | |

| Property, plant and equipment, net | | | [removed: 309] [added: 305] | | | | | | [removed: 278] [added: 309] | | |

| Right-of-use lease assets | | | [removed: 169] [added: 167] | | | | | | [removed: 156] [added: 169] | | |

| Goodwill | | | [removed: 3,895] [added: 3,891] | | | | | | [removed: 3,899] [added: 3,895] | | |

| Other intangibles, net | | | [removed: 527] [added: 422] | | | | | | [removed: 630] [added: 527] | | |

| Deferred income taxes | | | [removed: 438] [added: 512] | | | | | | [removed: 407] [added: 438] | | |

| Other long-term assets | | | [removed: 296] [added: 231] | | | | | | [removed: 276] [added: 296] | | |

| Total Assets | | | $ | [removed: 7,306] [added: 7,968] | | | | | $ | [removed: 7,529] [added: 7,306] | |

| Current portion of long-term debt | | | $ | [removed: 173] [added: 79] | | | | | $ | [removed: 214] [added: 173] | |

| Accounts payable | | | [removed: 456] [added: 633] | | | | | | [removed: 811] [added: 456] | | |

| Accrued liabilities | | | [removed: 504] [added: 503] | | | | | | [removed: 744] [added: 504] | | |

| Deferred revenue | | | [removed: 458] [added: 453] | | | | | | [removed: 425] [added: 458] | | |

| Income taxes payable | | | [removed: 7] [added: 36] | | | | | | [removed: 138] [added: 7] | | |

| Total Current liabilities | | | [removed: 1,598] [added: 1,704] | | | | | | [removed: 2,332] [added: 1,598] | | |

| Long-term debt | | | [removed: 2,047] [added: 2,092] | | | | | | [removed: 1,809] [added: 2,047] | | |

| Long-term lease liabilities | | | [removed: 152] [added: 155] | | | | | | [removed: 139] [added: 152] | | |

| Deferred income taxes | | | [removed: 67] [added: 57] | | | | | | [removed: 75] [added: 67] | | |

| Long-term deferred revenue | | | [removed: 312] [added: 304] | | | | | | [removed: 333] [added: 312] | | |

| Other long-term liabilities | | | [removed: 94] [added: 70] | | | | | | [removed: 108] [added: 94] | | |

| Total Liabilities | | | [removed: 4,270] [added: 4,382] | | | | | | [removed: 4,796] [added: 4,270] | | |

| Additional paid-in capital | | | [removed: 615] [added: 669] | | | | | | [removed: 561] [added: 615] | | |

| Treasury stock at cost, [removed: 20,772,995] [added: 20,645,798] and [removed: 20,700,357] [added: 20,772,995] shares as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: (1,858)] [added: (1,900)] | | | | | | [removed: (1,799)] [added: (1,858)] | | |

| Retained earnings | | | [removed: 4,332] [added: 4,860] | | | | | | [removed: 4,036] [added: 4,332] | | |

February 13, 2025

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

| Net share issuances and tax withholding payments related to share-based compensation plans | | | | | | 257,757 | | | | | | — | | | | | | (35) | | | | | | 5 | | | | | | — | | | | | | — | | | | | | (30) | | |

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

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

| Balance at December 31, 2024 | | | | | | 51,506,059 | | | | | | $ | 1 | | | | | $ | 669 | | | | | $ | (1,900) | | | | | $ | 4,860 | | | | | $ | (44) | | | | | $ | 3,586 | |

Certain prior period amounts have been reclassified to conform with the current period presentation.

| Cash receipts (payments) on forward interest rate swaps | | | 86 | | | | | | 26 | | | | | | (6) | | |

| Proceeds from sale (purchases) of short-term investments | | | 5 | | | | | | (4) | | | | | | — | | |

Certain prior period amounts included in Net cash provided by (used in) operating activities have been reclassified to conform with the current period presentation.

years for buildings and range from three to ten years for all other asset categories.

Accounting for the

This ASU did not have an impact on our results of operations, cash flows, or financial condition.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of certain categories of expenses that are included within expense captions presented on the Consolidated Statements of Operations on an annual and interim basis.

This ASU will be effective for the Company’s fiscal

| AIT | | | $ | 1,532 | | | | | $ | 115 | | | | | $ | 1,647 | |

| EVM | | | 2,484 | | | | | | 850 | | | | | | 3,334 | | |

| Total | | | $ | 4,016 | | | | | $ | 965 | | | | | $ | 4,981 | |

*Photoneo*

On December 27, 2024, the Company entered into a definitive agreement to acquire Photoneo, a leading developer and manufacturer of 3D machine vision solutions.

The purchase price of approximately €60 million is expected to be funded with cash on hand.

The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2025.

The acquired business will become part of the EVM segment.

| Goodwill as of December 31, 2024 | | | $ | 229 | | | | | $ | 3,662 | | | | | $ | 3,891 | |

| 2029 | | | 29 | | |

| Total | | | $ | 422 | |

The Company recognized net losses of $6 million during the year ended December 31, 2024.

Net gains and losses were not significant for the years ended December 31, 2023 and 2022.

The costs of these plans are classified within Exit and restructuring on the Consolidated Statements of Operations.

| Foreign exchange contracts | | | Prepaid expenses and other current assets | | | | | | $ | 30 | | | | | $ | — | |

| Foreign exchange contracts | | | Prepaid expenses and other current assets | | | | | | $ | 1 | | | | | $ | — | |

| | | | 2024 | | | | | | 2023 | | |

In the second quarter of 2024, the Company terminated all of its interest rate swap agreements, none of which were designated as hedges, resulting in a $77 million cash receipt that is classified within Cash flows from operating activities on the Consolidated Statements of Cash Flows.

Total cash receipts for the fiscal year ended 2024 were $86 million.

| | | | 2024 | | | | | | 2023 | | |

| Senior Notes | | | 500 | | | | | | — | | |

| 2027 | | | | | | 1,516 | | |

| 2029 | | | | | | — | | |

| Thereafter | | | | | | 500 | | |

The Company has and may make prepayments in whole or in part, without premium or penalty; and would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions.

| | | | | | |

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

| | | | | | |

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

February 15, 2024

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

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

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

| Issuances of treasury shares related to share-based compensation plans, net of forfeitures | | | | | | 126,309 | | | | | | — | | | | | | 11 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | 10 | | |

| Shares withheld to fund withholding tax obligations related to share-based compensation plans | | | | | | (62,542) | | | | | | — | | | | | | — | | | | | | (24) | | | | | | — | | | | | | — | | | | | | (24) | | |

| Issuances of treasury shares related to share-based compensation plans, net of forfeitures | | | | | | 155,478 | | | | | | — | | | | | | (1) | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 2 | | |

| Shares withheld to fund withholding tax obligations related to share-based compensation plans | | | | | | (33,797) | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | (10) | | |

| Purchases of long-term investments | | | (1) | | | | | | (12) | | | | | | (34) | | |

In the second quarter of 2023, our advanced location technology solutions business, which is primarily comprised of radio frequency identification devices (“RFID”) and real-time location solution offerings (“RTLS”), moved from our Enterprise Visibility & Mobility (“EVM”) segment into our Asset Intelligence & Tracking (“AIT”) segment contemporaneous with a change in our organizational structure and management of the business.

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

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

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

Revenues for solutions, including Company-hosted software license and maintenance agreements, are typically recognized over time.

The Company did not adopt any material new accounting standards during the year ended December 31, 2023.

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

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

| Corporate (1) | | | — | | | | | | (6) | | | | | | (6) | | |

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

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

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

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

(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.

The acquisition was accounted for under the acquisition method of accounting for business combinations.

The Company utilized estimated fair values as of the acquisition date to allocate the total purchase consideration to the identifiable assets acquired and liabilities assumed.

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

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

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

*Antuit*

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

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

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

The acquisition was accounted for under the acquisition method of accounting for business combinations.

The Company’s purchase consideration was $145 million in cash paid, net of Antuit’s cash on-hand.

The Company utilized estimated fair values as of the acquisition date to allocate the total purchase consideration to the identifiable assets acquired and liabilities assumed.

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

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment and those criteria, our management believes that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 [added: and subsidiaries] (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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 [removed: Zebra Technologies Corporation] [added: Company] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, stockholders’ [removed: equity,] [added: equity] and cash [removed: flows,] [added: flows] for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related [removed: notes,] [added: notes] and our report dated February [removed: 15, 2024] [added: 13, 2025] expressed an unqualified opinion thereon.

February 13, 2025

February 15, 2024

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 [removed: 2023.][added: 2024.]

The Company’s Securities Transactions and Confidentiality Policy governs the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees, and is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

| | | | | | | [Report of Independent Registered Public Accounting Firm [removed: (PC](#ic1e180b033a5493da7429e5d341a7e76_70)[AOB ID:](#ic1e180b033a5493da7429e5d341a7e76_70) 42[)](#ic1e180b033a5493da7429e5d341a7e76_70)] [added: (PC](#i6d8a8d5580f441a5b161bf1107019de2_73)[AOB ID:](#i6d8a8d5580f441a5b161bf1107019de2_73) 42[)](#i6d8a8d5580f441a5b161bf1107019de2_73)] | | | [removed: [40](#ic1e180b033a5493da7429e5d341a7e76_70)] [added: [41](#i6d8a8d5580f441a5b161bf1107019de2_73)] | | |

| | | | | | | [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#ic1e180b033a5493da7429e5d341a7e76_73)] [added: 2023](#i6d8a8d5580f441a5b161bf1107019de2_76)] | | | [removed: [42](#ic1e180b033a5493da7429e5d341a7e76_73)] [added: [43](#i6d8a8d5580f441a5b161bf1107019de2_76)] | | |

| | | | | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ic1e180b033a5493da7429e5d341a7e76_76)] [added: 2022](#i6d8a8d5580f441a5b161bf1107019de2_79)] | | | [removed: [43](#ic1e180b033a5493da7429e5d341a7e76_76)] [added: [44](#i6d8a8d5580f441a5b161bf1107019de2_79)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ic1e180b033a5493da7429e5d341a7e76_79)] [added: 2022](#i6d8a8d5580f441a5b161bf1107019de2_82)] | | | [removed: [44](#ic1e180b033a5493da7429e5d341a7e76_79)] [added: [45](#i6d8a8d5580f441a5b161bf1107019de2_82)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ic1e180b033a5493da7429e5d341a7e76_82)] [added: 2022](#i6d8a8d5580f441a5b161bf1107019de2_85)] | | | [removed: [45](#ic1e180b033a5493da7429e5d341a7e76_82)] [added: [46](#i6d8a8d5580f441a5b161bf1107019de2_85)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ic1e180b033a5493da7429e5d341a7e76_85)] [added: 2022](#i6d8a8d5580f441a5b161bf1107019de2_88)] | | | [removed: [46](#ic1e180b033a5493da7429e5d341a7e76_85)] [added: [47](#i6d8a8d5580f441a5b161bf1107019de2_88)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#ic1e180b033a5493da7429e5d341a7e76_88)] [added: Statements](#i6d8a8d5580f441a5b161bf1107019de2_91)] | | | [removed: [47](#ic1e180b033a5493da7429e5d341a7e76_88)] [added: [48](#i6d8a8d5580f441a5b161bf1107019de2_91)] | | |

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

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

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

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

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

| [removed: 10.9] [added: 10.7] | | | | | | [removed: [Letter] [added: [Employment] Agreement between Zebra Technologies Corporation and [removed: Anders Gustafsson] [added: William Burns] dated as of March 1, 2023 [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000130/exhibit10-2xexecutivechair.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000130/exhibit10-1xemploymentagre.htm)] | | | | | | 8-K | | | | | | [removed: 10.2] [added: 10.1] | | | | | | December 8, 2022 | | | | | | | | |

| [removed: 10.11] [added: 10.15] | | | | | | [Form of 2013-16 time-vested stock appreciation rights agreement for [removed: employees other than] CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex101.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex104.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.4] | | | | | | March 30, 2013 | | | | | | | | |

| 10.12 | | | | | | [Form of [removed: 2017 time-vested] [added: 2022] stock appreciation rights agreement for employees other than [removed: CEO. +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a101exhibit10-1x2017saroth.htm)] [added: the CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex103formof2022stocksett.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.3] | | | | | | [removed: April 1, 2017] [added: July 2, 2022] | | | | | | | | |

| [removed: 10.13] [added: 10.8] | | | | | | [Form of 2018 stock appreciation rights agreement for employees other than the CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/exhibit10-2x2018saragreeme.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721218000032/exhibit10-2x2018saragreeme.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | June 30, 2018 | | | | | | | | |

| [removed: 10.14] [added: 10.9] | | | | | | [Form of 2019 stock appreciation rights agreement for employees other than the CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1022019sarfinal1.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1022019sarfinal1.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | June 29, 2019 | | | | | | | | |

| [removed: 10.15] [added: 10.10] | | | | | | [Form of 2020 stock appreciation rights agreement for employees other than the CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex102-2020saragreement.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.16] [added: 10.11] | | | | | | [Form of 2021 stock settled stock appreciation rights agreement for employees other than the CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit103.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | July 3, 2021 | | | | | | | | |

| [removed: 10.17] [added: 10.13] | | | | | | [Form of [removed: 2022] [added: 2023 stock-settled] stock appreciation rights agreement for employees [removed: other than] [added: (including] the [removed: CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex103formof2022stocksett.htm)] [added: CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1032023saragreement-co.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | | | |

| [removed: 10.18] [added: 10.14] | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1032023saragreement-co.htm)[orm] [added: [Form] of [removed: 2023] [added: 2024] stock-settled stock appreciation rights agreement for employees (including the CEO). [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1032023saragreement-co.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721224000151/a103formof2024stock-sett.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | | | |

| [removed: 10.19] [added: 10.17] | | | | | | [Form of [removed: 2013-16 time-vested] [added: 2019] stock appreciation rights agreement for CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex104.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1052019gustafssonsar.htm)] | | | | | | 10-Q | | | | | | [removed: 10.4] [added: 10.5] | | | | | | [removed: March 30, 2013] [added: June 29, 2019] | | | | | | | | |

| [removed: 10.20] [added: 10.16] | | | | | | [Form of [removed: 2017 time-vested] [added: 2018] stock appreciation rights agreement for CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721217000018/a102exhibit10-2x2017saragr.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-5xformof2018stockappre.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.5] | | | | | | [removed: April 1, 2017] [added: June 30, 2018] | | | | | | | | |

| [removed: 10.21] [added: 10.18] | | | | | | [Form of [removed: 2018] [added: 2020] stock appreciation rights agreement for CEO. [removed: +](http://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-5xformof2018stockappre.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex105-2020gustafssonsa.htm)] | | | | | | 10-Q | | | | | | 10.5 | | | | | | June [removed: 30, 2018] [added: 27, 2020] | | | | | | | | |

| [removed: 10.24] [added: 10.19] | | | | | | [Form of [removed: 2021] [added: 2022] time-vested restricted stock unit agreement for employees other than the CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit102.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex102formof2022time-rest.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | | | |

| [removed: 10.25] [added: 10.22] | | | | | | [Form of 2022 [removed: time-vested] [added: performance-vested] restricted stock unit agreement for employees other than [removed: the CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex102formof2022time-rest.htm)] [added: CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex101formof2022performan.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.1] | | | | | | July 2, 2022 | | | | | | | | |

| [removed: 10.26] [added: 10.20] | | | | | | [Form of 2023 time-restricted stock unit agreement for all employees (including the CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1022023stock-settledti.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | July 1, 2023 | | | | | | | | |

| [removed: 10.27] [added: 10.23] | | | | | | [Form of [removed: 2021] [added: 2023] performance-vested restricted stock unit agreement for [added: all] employees [removed: other than] [added: (including] the [removed: CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit101.htm)] [added: CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1012023stock-settledpe.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | July [removed: 3, 2021] [added: 1, 2023] | | | | | | | | |

| [removed: 10.28] [added: 10.26] | | | | | | [Form of 2022 performance-vested restricted stock unit agreement for [removed: employees other than CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex101formof2022performan.htm)] [added: CEO+](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex104formof2022performan.htm)] | | | | | | 10-Q | | | | | | [removed: 10.1] [added: 10.4] | | | | | | July 2, 2022 | | | | | | | | |

| [removed: 10.29] [added: 10.24] | | | | | | [Form of [removed: 2023] [added: 2024] performance-vested restricted stock unit agreement for all employees (including the CEO). [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1012023stock-settledpe.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721224000151/a101formof2024performanc.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | | | |