Zebra Technologies 10-Q 2023-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2023

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the transition period from to

Commission File Number: 000-19406

Zebra Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware			36-2675536
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3 Overlook Point, Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 634-6700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of exchange on which registered
Class A Common Stock, par value $.01 per share						ZBRA						The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

			Large accelerated filer			☒			Accelerated filer			☐
			Non-accelerated filer			☐			Smaller reporting company			☐
									Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 25, 2023, there were 51,338,364 shares of Class A Common Stock, $.01 par value, outstanding.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

QUARTER ENDED JULY 1, 2023

TABLE OF CONTENTS

						PAGE
PART I - FINANCIAL INFORMATION						3
Item 1.			Consolidated Financial Statements			3
			Consolidated Balance Sheets as of July 1, 2023 (unaudited) and December 31, 2022			3
			Consolidated Statements of Operations (unaudited) for the three and six months ended July 1, 2023 and July 2, 2022			4
			Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended July 1, 2023 and July 2, 2022			5
			Consolidated Statements of Stockholders’ Equity (unaudited) for the three and six months ended July 1, 2023 and July 2, 2022			6
			Consolidated Statements of Cash Flows (unaudited) for the six months ended July 1, 2023 and July 2, 2022			8
			Notes to Consolidated Financial Statements (unaudited)			8
			Note 1: Description of Business and Basis of Presentation			9
			Note 2: Significant Accounting Policies			9
			Note 3: Revenues			10
			Note 4: Inventories			11
			Note 5: Business Acquisitions			11
			Note 6: Investments			11
			Note 7: Exit and Restructuring Costs			11
			Note 8: Fair Value Measurements			11
			Note 9: Derivative Instruments			13
			Note 10: Long-Term Debt			15
			Note 11: Leases			17
			Note 12: Accrued Liabilities, Commitments and Contingencies			17
			Note 13: Share-Based Compensation			18
			Note 14: Income Taxes			20
			Note 15: Earnings (Loss) Per Share			21
			Note 16: Accumulated Other Comprehensive Income (Loss)			21
			Note 17: Accounts Receivable Factoring			22
			Note 18: Segment Information & Geographic Data			22
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
			Overview			23
			Results of Operations			25
			Results of Operations by Segment			28
			Liquidity and Capital Resources			30
			Significant Customers			32
			Safe Harbor			33
			New Accounting Pronouncements			33
			Non-GAAP Measures			33
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			34
Item 4.			Controls and Procedures			34
Item 5.			Other Information			37
PART II - OTHER INFORMATION						35
Item 1.			Legal Proceedings			35
Item 1A.			Risk Factors			35
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 6.			Exhibits			38
Signatures						39

PART I - FINANCIAL INFORMATION

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

			July 1, 2023						December 31, 2022
			(Unaudited)
Assets
Current assets:
Cash and cash equivalents			$	68					$	105
Accounts receivable, net of allowances for doubtful accounts of $1 each as of July 1, 2023 and December 31, 2022			663						768
Inventories, net			864						860
Income tax receivable			20						26
Prepaid expenses and other current assets			138						124
Total Current assets			1,753						1,883
Property, plant and equipment, net			301						278
Right-of-use lease assets			173						156
Goodwill			3,895						3,899
Other intangibles, net			578						630
Deferred income taxes			441						407
Other long-term assets			315						276
Total Assets			$	7,456					$	7,529
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt			$	166					$	214
Accounts payable			562						811
Accrued liabilities			583						744
Deferred revenue			443						425
Income taxes payable			16						138
Total Current liabilities			1,770						2,332
Long-term debt			2,042						1,809
Long-term lease liabilities			157						139
Deferred income taxes			75						75
Long-term deferred revenue			331						333
Other long-term liabilities			89						108
Total Liabilities			4,464						4,796
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares; none issued			—						—
Class A common stock, $.01 par value; authorized 150,000,000 shares; issued 72,151,857 shares			1						1
Additional paid-in capital			580						561
Treasury stock at cost, 20,818,920 and 20,700,357 shares as of July 1, 2023 and December 31, 2022, respectively			(1,859)						(1,799)
Retained earnings			4,330						4,036
Accumulated other comprehensive loss			(60)						(66)
Total Stockholders’ Equity			2,992						2,733
Total Liabilities and Stockholders’ Equity			$	7,456					$	7,529

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share data)

(Unaudited)

			Three Months Ended												Six Months Ended
			July 1, 2023						July 2, 2022						July 1, 2023						July 2, 2022
Net sales:
Tangible products			$	986					$	1,259					$	2,156					$	2,466
Services and software			228						209						463						434
Total Net sales			1,214						1,468						2,619						2,900
Cost of sales:
Tangible products			522						685						1,140						1,366
Services and software			111						109						231						223
Total Cost of sales			633						794						1,371						1,589
Gross profit			581						674						1,248						1,311
Operating expenses:
Selling and marketing			146						151						307						303
Research and development			130						148						276						285
General and administrative			69						97						168						196
Settlement and related costs			—						372						—						372
Amortization of intangible assets			26						35						52						68
Acquisition and integration costs			2						14						2						18
Exit and restructuring costs			14						2						24						2
Total Operating expenses			387						819						829						1,244
Operating income (loss)			194						(145)						419						67
Other (loss) income, net:
Foreign exchange (loss) gain			(5)						(3)						(4)						5
Interest (expense) income, net			(16)						(3)						(53)						27
Other (expense), net			(2)						(2)						(6)						(2)
Total Other (expense) income, net			(23)						(8)						(63)						30
Income (loss) before income tax			171						(153)						356						97
Income tax expense (benefit)			27						(55)						62						(10)
Net income (loss)			$	144					$	(98)					$	294					$	107
Basic earnings (loss) per share			$	2.80					$	(1.87)					$	5.72					$	2.04
Diluted earnings (loss) per share			$	2.78					$	(1.87)					$	5.68					$	2.02

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)

			Three Months Ended												Six Months Ended
			July 1, 2023						July 2, 2022						July 1, 2023						July 2, 2022
Net income (loss)			$	144					$	(98)					$	294					$	107
Other comprehensive income (loss), net of tax:
Changes in unrealized gains on anticipated sales

Showing the first 8K of 89K characters. Open the full section

Overview

Zebra Technologies Corporation and its subsidiaries (“Zebra” or the “Company”) is a global leader respected for innovative Enterprise Asset Intelligence (“EAI”) solutions in the Automatic Identification and Data Capture (“AIDC”) industry. We design, manufacture, and sell a broad range of products and solutions, including cloud-based software subscriptions, that capture and move data. These products and solutions include mobile computers; barcode scanners and imagers; radio frequency identification devices and printers (“RFID”) and real-time location systems (“RTLS”); specialty printers for barcode labeling and personal identification; fixed industrial scanning and machine vision; related accessories and supplies, such as self-adhesive labels and other consumables; and related software applications. We also provide a full range of services, including maintenance, technical support, repair, managed and professional services, as well as various workflow optimization solutions, including cloud-based software subscriptions and robotic automation solutions. End-users of our products, solutions and services include those in the retail and e-commerce, manufacturing, transportation and logistics, healthcare, public sector, and other industries within the following regions: North America; Europe, Middle East, and Africa (“EMEA”); Asia-Pacific; and Latin America.

Our customers have traditionally benefited from proven solutions that increase productivity and improve asset efficiency and utilization. The Company is poised to drive, and capitalize on, the evolution of the data capture industry into the broader EAI industry, supported by technology trends including the Internet of Things (“IoT”), ubiquitous mobility, automation, cloud computing, and the increasingly on-demand global economy. EAI solutions offer additional benefits to our customers including real-time, data-driven insights that improve operational visibility and drive workflow optimization.

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

*•*The AIT segment is an industry leader in barcode printing and asset tracking technologies. Its major product lines include barcode and card printers, RFID and RTLS offerings, and supplies, including temperature-monitoring labels and services.

*•*The EVM segment is an industry leader in automatic information and data capture solutions. Its major product lines include mobile computing, data capture, fixed industrial scanning and machine vision, services, and workflow optimization solutions. Our workflow optimization solutions include cloud-based software subscriptions, retail solutions, and robotic automation solutions.

In the second quarter, 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.

We are 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. We continue to focus on growth opportunities within adjacent and expansion markets by scaling and integrating our recent business acquisitions, inclusive of our $881 million acquisition of Matrox Electronic Systems Ltd. (“Matrox”) in the second quarter of 2022.

Second Quarter 2023 Financial Highlights and Other Recent Developments

• Net sales were $1,214 million in the current year compared to $1,468 million in the prior year.

• Operating income was $194 million in the current year compared to an operating loss of $145 million in the prior year, inclusive of the $372 million prior year Settlement charge.

• Net income was $144 million, or $2.78 per diluted share in the current year, compared to a net loss of $98 million, or $(1.87) per diluted share in the prior year, inclusive of the prior year Settlement charge.

• Net cash used in operating activities was $110 million in the current year compared to net cash provided by operating activities of $154 million in the prior year.

Late in the second quarter, we began to experience a more broad-based moderation of demand across many of our core product offerings. Demand declines were most pronounced in our mobile computing business within our EVM segment which was primarily due to fewer large order deployments as we believe large enterprises are absorbing significant capacity built-out over recent years, while they are also experiencing tighter capital spending budgets. This, coupled with a general trend of distributors reducing inventory levels, has negatively impacted our current year results. We expect these trends to continue through at least the remainder of 2023. We are partially mitigating the financial impacts of operating headwinds through a combination of targeted list price increases and operating cost management. As our overall supply chain continues to recover, with improvements in both component part availability and costs of transportation, our ability to meet customer demand has improved as compared to the prior year.

As a result of the impacts on our business discussed above, the Company expanded the scope of its 2022 Productivity Plan. The Company estimates the total cost of the 2022 Productivity Plan to now be at least $60 million which will be reflected within Exit and restructuring charges, with $36 million incurred to date, including $14 million and $24 million recorded for the three and six months ended July 1, 2023, respectively. The Company’s obligations under the 2022 Productivity Plan are expected to be substantially settled by the first quarter of 2024 and are primarily reflected within Accrued liabilities on the Consolidated Balance Sheets.

In addition, the Company initiated a voluntary retirement plan (“VRP”) applicable to retirement-eligible U.S. employees to generate incremental cost efficiencies. Employees who participate in the VRP agree to retire in 2023 in exchange for cash severance and other benefits that will be classified within Exit and restructuring on the Consolidated Statements of Operations. The Company estimates the total cost of the VRP will be approximately $45 million and will be recorded in the third quarter aligned with the Company’s commitment to the VRP obligations. Payment obligations are expected to be substantially settled by the first quarter of 2024 and will be reflected within Accrued liabilities on the Consolidated Balance Sheets.

The total costs of the 2022 Productivity Plan and VRP are expected to be $105 million. These actions are expected to impact greater than 7% of our global employee base and are estimated to result in annualized net cost savings, primarily within Operating expenses, of approximately $85 million.

Results of Operations

Consolidated Results of Operations

(amounts in millions, except percentages)

			Three Months Ended																								Six Months Ended
			July 1, 2023						July 2, 2022						$ Change						% Change						July 1, 2023						July 2, 2022						$ Change						% Change
Net sales:
Tangible products			$	986					$	1,259					$	(273)					(21.7)		%				$	2,156					$	2,466					$	(310)					(12.6)		%
Services and software			228						209						19						9.1		%				463						434						29						6.7		%
Total Net sales			1,214						1,468						(254)						(17.3)		%				2,619						2,900						(281)						(9.7)		%
Gross profit			581						674						(93)						(13.8)		%				1,248						1,311						(63)						(4.8)		%
Gross margin			47.9		%				45.9		%										200 bps						47.7		%				45.2		%										250 bps
Operating expenses			387						819						(432)						(52.7)		%				829						1,244						(415)						(33.4)		%
Operating income (loss)			$	194					$	(145)					$	339					233.8		%				$	419					$	67					$	352					525.4		%

Net sales to customers by geographic region were as follows (amounts in millions, except percentages):

			Three Months Ended																								Six Months Ended
			July 1, 2023						July 2, 2022						$ Change						% Change						July 1, 2023						July 2, 2022						$ Change						% Change
North America			$	642					$	714					$	(72)					(10.1)		%				$	1,367					$	1,413					$	(46)					(3.3)		%
EMEA			374						521						(147)						(28.2)		%				817						1,021						(204)						(20.0)		%
Asia-Pacific			122						152						(30)						(19.7)		%				276						301						(25)						(8.3)		%
Latin America			76						81						(5)						(6.2)		%				159						165						(6)						(3.6)		%
Total Net sales			$	1,214					$	1,468					$	(254)					(17.3)		%				$	2,619					$	2,900					$	(281)					(9.7)		%

Operating expenses are summarized below (amounts in millions, except percentages):

			Three Months Ended																								Six Months Ended
			July 1, 2023						July 2, 2022						As a % of Net sales												July 1, 2023						July 2, 2022						As a % of Net sales
						2023						2022												2023						2022
Selling and marketing			$	146					$	151					12.0		%				10.3		%				$	307					$	303					11.7		%				10.4		%
Research and development			130						148						10.7		%				10.1		%				276						285						10.5		%				9.8		%
General and administrative			69						97						5.7		%				6.6		%				168						196						6.4		%				6.8		%
Settlement and related costs			—						372						NM						NM						—						372						NM						NM
Amortization of intangible assets			26						35						NM						NM						52						68						NM						NM
Acquisition and integration costs			2						14						NM						NM						2						18						NM						NM
Exit and restructuring costs			14						2						NM						NM						24						2						NM						NM
Total Operating expenses			$	387					$	819					31.9		%				55.8		%				$	829					$	1,244					31.7		%				42.9		%

Consolidated Organic Net sales growth (decline):

			Three Months Ended						Six Months Ended
			July 1, 2023						July 1, 2023
Reported GAAP Consolidated Net sales growth (decline)			(17.3)		%				(9.7)		%
Adjustments:
Impact of foreign currency translations (1)			1.9		%				2.5		%
Impact of acquisitions (2)			(0.6)		%				(1.0)		%
Consolidated Organic Net sales growth (decline) (3)			(16.0)		%				(8.2)		%

(1)Operating results reported in U.S. Dollars are affected by foreign currency exchange rate fluctuations. Foreign currency translation impact represents the difference in results that are attributable to fluctuations in the currency exchange rates used to convert the results for businesses where the functional currency is not the U.S. Dollar. 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.

(2)For purposes of computing Consolidated Organic Net sales growth (decline), amounts directly attributable to business acquisitions are excluded for twelve months following their respective acquisitions.

(3)Consolidated Organic Net sales growth (decline) is a non-GAAP financial measure. See the Non-GAAP Measures section at the end of this item.

Second quarter 2023 compared to Second quarter 2022

Total Net sales decreased $254 million or 17.3% compared to the prior year reflecting declines in both of our segments resulting from a broad-based moderation of demand and fewer EVM large mobile computer deployments. 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 particularly pronounced in our EVM segment. Excluding the effects of currency changes and acquisitions, the decrease in Consolidated Organic Net sales was 16.0%.

Gross margin increased to 47.9% for the current year compared to 45.9% for the prior year. As compared to the prior year, Gross margin was significantly higher in our AIT segment and slightly higher in our EVM segment. Both segments, particularly AIT, benefited from lower premium freight and component part costs compared to the prior year.

Operating expenses for the quarters ended July 1, 2023 and July 2, 2022 were $387 million and $819 million, or 31.9% and 55.8% of Net sales, respectively. Excluding the Settlement charge in the prior year, Operating expenses would have been 30.4% of Net sales. Current year Operating expenses were lower than the prior year, excluding the Settlement charge, primarily due to lower employee incentive compensation, Acquisition and integration costs, and Amortization of intangible assets, partially offset by higher Exit and restructuring costs. The increase as a percentage of Net sales over the prior year results from cost deleveraging.

Operating income increased to $194 million for the current year compared to an operating loss of $145 million in the prior year. The increase was primarily due to lower Operating expenses, as the prior period included the $372 million Settlement charge, partially offset by lower Gross profit.

Net income increased compared to the prior year due to higher Operating income, partially offset by higher income tax expense and Other (expense) income, net.

• The Company’s effective tax rates for the three months ended July 1, 2023 and July 2, 2022 were 15.8% and 35.9%, respectively. The change in the effective tax rate was primarily due to the discrete tax benefit recorded in the prior year related to the Settlement.

• Other (expense) income, net was an expense of $23 million for the current year, compared to $8 million in the prior year. The increase was primarily due to higher interest expense associated with higher interest rates and average outstanding debt levels, which was partially offset by higher interest rate swap gains in the current year.

Diluted earnings per share increased to $2.78 as compared to $(1.87) in the prior year due to higher Net income and lower average shares outstanding.

Year to date 2023 compared to Year to date 2022

Total Net sales decreased $281 million or 9.7% compared to the prior year as growth in our AIT segment was more than offset by a decline in our EVM segment primarily due to fewer large mobile computer deployments. Current year Net sales of both segments included the benefit of targeted list price increases, substantially offset by the negative effects of foreign currency changes. Prior year Net sales of both segments were negatively impacted by supply chain bottlenecks. Excluding the effects of currency changes and acquisitions, the decrease in Consolidated Organic Net sales was 8.2%.

Gross margin increased to 47.7% for the current year compared to 45.2% for the prior year. As compared to the prior year, Gross margin was significantly higher in our AIT segment, while Gross margin of our EVM segment was slightly lower. Both segments, particularly AIT, benefited from lower premium freight and component part costs compared to the prior year.

Operating expenses for the periods ended July 1, 2023 and July 2, 2022 were $829 million and $1,244 million, or 31.7% and 42.9% of Net sales, respectively. Excluding the Settlement charge in the prior year, Operating expenses would have been 30.1% of Net sales. Current year Operating expenses were lower than the prior year, excluding the Settlement charge, primarily due to lower employee incentive compensation, Acquisition and integration costs, and Amortization of intangible assets, partially offset by higher Exit and restructuring costs and the inclusion of operating expenses associated with recently acquired businesses. The increase as a percentage of Net sales over the prior year results from cost deleveraging.

Operating income increased to $419 million for the current year compared to $67 million for the prior year. The increase was primarily due to lower Operating expenses, as the prior period included the $372 million Settlement charge, partially offset by lower Gross profit.

Net income increased compared to the prior year due to higher Operating income, partially offset by higher Other (expense) income, net and income tax expense.

• Other (expense) income, net was an expense of $63 million for the current year, compared to income of $30 million in the prior year. The increase was 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.

• The Company’s effective tax rates for the six months ended July 1, 2023 and July 2, 2022 were 17.4% and (10.3)%, respectively. The change in the effective tax rate compared to the prior year was primarily due to the discrete tax benefit recorded in the prior year related to the Settlement.

Diluted earnings per share increased to $5.68 as compared to $2.02 in the prior year due to higher Net income and lower average shares outstanding.

Results of Operations by Segment

The following commentary should be read in conjunction with the financial results of each reportable business segment as detailed in Note 18, Segment Information & Geographic Data in the Notes to Consolidated Financial Statements. To the extent applicable, segment operating income excludes business acquisition purchase accounting adjustments, amortization of intangible assets, acquisition and integration costs, impairment of goodwill and other intangibles, exit and restructuring costs, as well as certain other non-recurring costs (such as the Settlement costs in the prior year).

Asset Intelligence & Tracking Segment (“AIT”)

(amounts in millions, except percentages)

			Three Months Ended																								Six Months Ended
			July 1, 2023						July 2, 2022						$ Change						% Change						July 1, 2023						July 2, 2022						$ Change						% Change
Net sales:
Tangible products			$	432					$	441					$	(9)					(2.0)		%				$	927					$	824					$	103					12.5		%
Services and software			27						26						1						3.8		%				54						54						—						—		%
Total Net sales			459						467						(8)						(1.7)		%				981						878						103						11.7		%
Gross profit			225						204						21						10.3		%				483						364						119						32.7		%
Gross margin			49.0		%				43.7		%										530 bps						49.2		%				41.5		%										770 bps
Operating expenses			111						110						1						0.9		%				240						214						26						12.1		%
Operating income			$	114					$	94					$	20					21.3		%				$	243					$	150					$	93					62.0		%

AIT Organic Net sales growth (decline):

			Three Months Ended						Six Months Ended
			July 1, 2023						July 1, 2023
AIT Reported GAAP Net sales growth (decline)			(1.7)		%				11.7		%
Adjustments:
Impact of foreign currency translations (1)			1.9		%				2.7		%
AIT Organic Net sales growth (decline) (2)			0.2		%				14.4		%

(1)Operating results reported in U.S. Dollars are affected by foreign currency exchange rate fluctuations. Foreign currency translation impact represents the difference in results that are attributable to fluctuations in the currency exchange rates used to convert the results for businesses where the functional currency is not the U.S. Dollar. 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.

(2)AIT Organic Net sales growth (decline) is a non-GAAP financial measure. See the Non-GAAP Measures section at the end of this item.

Second quarter 2023 compared to Second quarter 2022

Total Net sales for AIT decreased $8 million or 1.7% compared to the prior year primarily due to a decline in printing products, partially offset by higher sales of RFID offerings, and supplies. Current year Net sales included the benefit of targeted list price increases, partially offset by the negative effects of foreign currency changes. Excluding the impact of foreign currency changes, AIT Organic Net sales increased by 0.2%.

Gross margin increased to 49.0% in the current year compared to 43.7% for the prior year primarily due to lower premium freight and component part costs, pricing and favorable business mix, partially offset by the negative impact of foreign currency changes.

Operating income increased 21.3% in the current year compared to the prior year primarily due to higher Gross profit.

Year to date 2023 compared to Year to date 2022

Total Net sales for AIT increased $103 million or 11.7% compared to the prior year primarily due to higher sales of printing products (contributing the majority of the total increase), RFID offerings, and supplies. Current year Net sales included the benefit of targeted list price increases, partially offset by the negative effects of foreign currency changes. Excluding the impact of foreign currency changes, AIT Organic Net sales increased by 14.4%.

Gross margin increased to 49.2% in the current year compared to 41.5% for the prior year primarily due to lower premium freight and component part costs, pricing and favorable business mix, partially offset by the negative impact of foreign currency changes.

Operating income increased 62.0% in the current year compared to the prior year due to higher Gross profit, partially offset by higher Operating expenses.

Enterprise Visibility & Mobility Segment (“EVM”)

(amounts in millions, except percentages)

			Three Months Ended																								Six Months Ended
			July 1, 2023						July 2, 2022						$ Change						% Change						July 1, 2023						July 2, 2022						$ Change						% Change
Net sales:
Tangible products			$	554					$	818					$	(264)					(32.3)		%				$	1,229					$	1,642					$	(413)					(25.2)		%
Services and software			201						183						18						9.8		%				409						380						29						7.6		%
Total Net sales			755						1,001						(246)						(24.6)		%				1,638						2,022						(384)						(19.0)		%
Gross profit			356						470						(114)						(24.3)		%				765						947						(182)						(19.2)		%
Gross margin			47.2		%				47.0		%										20 bps						46.7		%				46.8		%										(10) bps
Operating expenses			234						286						(52)						(18.2)		%				510						570						(60)						(10.5)		%
Operating income			$	122					$	184					$	(62)					(33.7)		%				$	255					$	377					$	(122)					(32.4)		%

EVM Organic Net sales growth (decline):

			Three Months Ended						Six Months Ended
			July 1, 2023						July 1, 2023
EVM Reported GAAP Net sales growth (decline)			(24.6)		%				(19.0)		%
Adjustments:
Impact of foreign currency translations (1)			1.9		%				2.4		%
Impact of acquisitions (2)			(0.9)		%				(1.5)		%
EVM Organic Net sales growth (decline) (3)			(23.6)		%				(18.1)		%

(1)Operating results reported in U.S. Dollars are affected by foreign currency exchange rate fluctuations. Foreign currency translation impact represents the difference in results that are attributable to fluctuations in the currency exchange rates used to convert the results for businesses where the functional currency is not the U.S.

Dollar. 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.

(2)For purposes of computing EVM Organic Net sales growth (decline), amounts directly attributable to business acquisitions are excluded for twelve months following their respective acquisitions.

(3)EVM Organic Net sales growth (decline) is a non-GAAP financial measure. See the Non-GAAP Measures section at the end of this item.

Second quarter 2023 compared to Second quarter 2022

Total Net sales for EVM decreased $246 million or 24.6% compared to the prior year primarily due to lower sales of mobile computing products largely attributed to fewer large order deployments and an overall moderation of demand for our core products as distributors reset inventory levels, which were partially offset by higher sales of services and software, data capture products, and contributions from our recent acquisitions. Current year Net sales included the benefit of targeted list price increases, partially offset by the negative effects of foreign currency changes. Excluding the impacts of foreign currency changes and acquisitions, EVM Organic Net sales decline was 23.6%.

Gross margin increased to 47.2% in the current year compared to 47.0% for the prior year. The benefits of favorable business mix and pricing, and lower premium freight and component part costs were substantially offset by volume deleveraging, the negative impact of foreign currency changes, and inventory-related charges.

Operating income for the current year decreased by 33.7% compared to the prior year primarily due to lower Gross profit, partially offset by lower Operating expenses.

Year to date 2023 compared to Year to date 2022

Total Net sales for EVM decreased $384 million or 19.0% compared to the prior year primarily due to lower sales of mobile computing products largely attributed to fewer large order deployments and an overall moderation of demand for our core products as distributors reset inventory levels, which were partially offset by higher sales of data capture products, contributions from our recent acquisitions, and higher sales of services and software. Current year Net sales included the benefit of targeted list price increases, substantially offset by the negative effects of foreign currency changes. Excluding the impacts of foreign currency changes and acquisitions, EVM Organic Net sales decline was 18.1%.

Gross margin decreased to 46.7% in the current year compared to 46.8% for the prior year. The negative impact of foreign currency changes, volume deleveraging, and inventory-related charges were substantially offset by favorable business mix and pricing, and lower premium freight and component part costs.

Operating income for the current year decreased by 32.4% compared to the prior year primarily due to lower Gross profit, partially offset by lower Operating expenses.

Liquidity and Capital Resources

The primary factors that influence our liquidity include the amount and timing of cash collections from our customers, cash payments to our suppliers, capital expenditures, acquisitions, and share repurchases. Management believes that our existing capital resources, inclusive of available borrowing capacity on debt and other financing facilities and funds generated from operations, are sufficient to meet anticipated capital requirements and service our indebtedness. The following table summarizes our cash flow activities for the periods indicated (in millions):

			Six Months Ended
Cash flow (used in) provided by:			July 1, 2023						July 2, 2022						$ Change
Operating activities			$	(110)					$	154					$	(264)
Investing activities			(35)						(912)						877
Financing activities			97						518						(421)
Effect of exchange rates on cash balances			(1)						(6)						5
Net decrease in cash and cash equivalents, including restricted cash			$	(49)					$	(246)					$	197

The change in our cash and cash equivalents balance during the six months ended July 1, 2023 compared to the prior year is reflective of the following:

• $264 million of operating activities primarily due to higher cash payments for inventory purchases, income taxes, the Settlement, and interest, partially offset by favorability in the timing of customer collections and lower employee incentive compensation payments.

• $877 million of investing activities primarily due to cash payments for the acquisition of Matrox in the prior year.

• $421 million of 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.

Company Debt

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

			July 1, 2023						December 31, 2022
Term Loan A			$	1,684					$	1,728
Revolving Credit Facility			388						50
Receivables Financing Facilities			144						254
Total debt			$	2,216					$	2,032
Less: Debt issuance costs			(4)						(4)
Less: Unamortized discounts			(4)						(5)
Less: Current portion of debt			(166)						(214)
Total long-term debt			$	2,042					$	1,809

Term Loan A

The principal on Term Loan A is due in quarterly installments, with the next quarterly installment due in March 2024 and the majority due upon maturity in 2027. The Company may make prepayments, as it did in the first quarter of 2023, in whole or in part, without premium or penalty, and would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions. As of July 1, 2023, the Term Loan A interest rate was 6.20%. Interest payments are made monthly and are subject to variable rates plus an applicable margin.

Revolving Credit Facility

The Company has a Revolving Credit Facility that is available for working capital and other general business purposes, including letters of credit. As of July 1, 2023, the Company had letters of credit totaling $9 million, which reduced funds available for borrowings under the Revolving Credit Facility from $1,500 million to $1,491 million. As of July 1, 2023, the Revolving Credit Facility had an average interest rate of 6.15%. Upon borrowing, interest payments are made monthly and are subject to variable rates plus an applicable margin. The Revolving Credit Facility matures on May 25, 2027.

Receivables Financing Facilities

The Company has two Receivables Financing Facilities with financial institutions that have a combined total borrowing limit of up to $280 million. As collateral, the Company pledges perfected first-priority security interests in its U.S. domestically originated accounts receivable. The Company has accounted for transactions under its Receivables Financing Facilities as secured borrowings. The Company’s first Receivables Financing Facility allows for borrowings of up to $180 million and matures on March 19, 2024. The Company’s second Receivable Financing Facility allows for borrowings of up to $100 million and matures on May 13, 2024. During the second quarter of 2023, the Company amended the second Receivables Financing Facility to extend the maturity, but otherwise did not substantially change the terms of the facility.

As of July 1, 2023, the Company’s Consolidated Balance Sheets included $621 million of receivables that were pledged under the two Receivables Financing Facilities. As of July 1, 2023, $144 million had been borrowed and was classified as current. Borrowings under the Receivables Financing Facilities bear interest at a variable rate plus an applicable margin. As of July 1, 2023, the Receivables Financing Facilities had an average interest rate of 6.50%. Interest is paid monthly on these borrowings.

See Note 10, Long-Term Debt in the Notes to Consolidated Financial Statements for further details related to the Company’s debt instruments.

Receivables Factoring

The Company transfers certain receivables to banks without recourse as part of its credit and cash management activities. Such transfers are accounted for as sales and the related receivables are removed from the Company’s balance sheet. The Company services the receivables on behalf of the banks, but otherwise maintains no significant continuing involvement with respect to the receivables. Sale proceeds that are representative of the fair value of factored receivables, less a factoring fee, are reflected in Cash flows from operating activities on the Consolidated Statements of Cash Flows, while sale proceeds in excess of the fair value of factored receivables are reflected in Cash flows from financing activities on the Consolidated Statements of Cash Flows.

As of July 1, 2023 and December 31, 2022, there were a total of $54 million and $61 million, respectively, of uncollected receivables that had been sold and removed from the Company’s Consolidated Balance Sheets.

As servicer of sold receivables, the Company had $103 million and $130 million of obligations that were not yet remitted to banks as of July 1, 2023 and December 31, 2022, respectively. These obligations are included within Accrued liabilities on the Consolidated Balance Sheets, with changes in such obligations reflected within Cash flows from financing activities on the Consolidated Statements of Cash Flows.

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.

See Note 17, Accounts Receivable Factoring in the Notes to Consolidated Financial Statements for further details.

Share Repurchases

On May 17, 2022, the Company announced that its Board of Directors authorized a share repurchase program for up to $1 billion of its outstanding shares of common stock. This authorization augments the previous $1 billion share repurchase authorization which was announced on July 30, 2019. The newly authorized share repurchase program does not have a stated expiration date. The level of the Company’s repurchases depends on a number of factors, including its financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors its management may deem relevant. The timing, volume, and nature of repurchases are subject to market conditions, applicable securities laws and other factors and may be amended, suspended or discontinued at any time. Repurchases may be 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. During the first six months of 2023, the Company repurchased 194,319 shares of common stock for approximately $52 million. As of July 1, 2023, the Company has cumulatively repurchased 3,517,602 shares of common stock for approximately $1.1 billion, resulting in a remaining amount of share repurchases authorized under the plans of $893 million.

Significant Customers

End-users of our products, solutions and services are diversified across a wide variety of industries. We have three customers, who are distributors of the Company’s products and solutions, that individually accounted for more than 10% of our Net sales for the periods presented. In the aggregate, the approximate percentage of our segment and Company total Net sales was as follows:

			Six Months Ended
			July 1, 2023																		July 2, 2022
			AIT						EVM						Total						AIT						EVM						Total
Significant customers as a % of Net sales			18.3		%				32.4		%				50.7		%				15.7		%				29.9		%				45.6		%

These customers accounted for 48.1% of accounts receivable as of July 1, 2023. No other customer accounted for more than 10% of total Net sales during the period ended July 1, 2023.

Safe Harbor

Forward-looking statements contained in this filing are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are highly dependent upon a variety of important factors, which could cause actual results to differ materially from those expressed or implied in such forward-looking statements. When used in this document and documents referenced, the words “anticipate,” “believe,” “intend,” “estimate,” “will,” and “expect” and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements but are not the exclusive means of identifying these statements. The forward-looking statements include, but are not limited to, the Company’s financial outlook for full year of 2023. These forward-looking statements are based on current expectations, forecasts and assumptions, and are subject to the risks and uncertainties inherent in the Company’s industry, market conditions, general domestic and international economic conditions, and other factors. These factors include:

• Market acceptance of the Company’s products, services and solution offerings and competitors’ offerings and the potential effects of emerging technologies and changes in customer requirements,

• The effect of global market conditions, including the North America; EMEA; Latin America; and Asia-Pacific regions in which we do business,

• The impact of changes in foreign exchange rates, customs duties and trade policies due to the large percentage of our sales and operations being outside the U.S.,

• Our ability to control manufacturing and operating costs,

• Risks related to the manufacturing of the Company’s products and conducting business operations in non-U.S. countries, including the risk of depending on key suppliers who are also in non-U.S. countries,

• The Company’s ability to purchase sufficient materials, parts, and components, our ability to provide services, software, and products to meet customer demand, particularly in light of global economic conditions,

• The availability of credit and the volatility of capital markets, which may affect our suppliers, customers, and ourselves,

• Success of integrating acquisitions,

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

• Interest rate and financial market conditions,

• Access to cash and cash equivalents held outside the U.S.,

• The effect of natural disasters, man-made disasters, public health issues (including pandemics), and cybersecurity incidents on our business,

• The impact of changes in foreign and domestic governmental policies, laws, or regulations,

• The outcome of litigation in which the Company may be involved, particularly litigation or claims related to infringement of third-party intellectual property rights, and

• The outcome of any future tax matters or tax law changes.

We encourage readers of this report to review Part II, Item 1A, “Risk Factors” in this report for further discussion of issues that could affect the Company’s future results. We undertake no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason after the date of this report.

New Accounting Pronouncements

We do not expect any recently issued accounting pronouncements to have a material impact to our consolidated financial statements.

Non-GAAP Measures

The Company has provided reconciliations of the supplemental non-GAAP financial measures, as defined under the rules of the Securities and Exchange Commission, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP.

These supplemental non-GAAP financial measures – Consolidated Organic Net sales growth (decline), AIT Organic Net sales growth (decline), and EVM Organic Net sales growth (decline) – are presented because our management evaluates our financial results both including and excluding the effects of business acquisitions and foreign currency translation, as applicable. Management believes that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of our business from period to period and trends in our historical operating results. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with the GAAP financial measures presented.

There were no material changes in the Company’s market risk during the quarter ended July 1, 2023. For additional information on market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report on Form 10-K for the year ended December 31, 2022.

Management’s Report on Disclosure Controls

Our management is responsible for establishing and maintaining adequate disclosure controls as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management assessed the effectiveness of our disclosure controls as of July 1, 2023. Based on this assessment and those criteria, our management believes that, as of July 1, 2023, our disclosure controls were effective.

Changes in Internal Control over Financial Reporting

During the quarter ended July 1, 2023, there have been no changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Zebra have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12, Accrued Liabilities, Commitments and Contingencies in the Notes to Consolidated Financial Statements included in this report.

In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2022, and the factors identified under “Safe Harbor” in Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition, cash flows, or results of operations. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently considers immaterial also may materially adversely affect its business, financial condition, and/or operating results. There have been no material changes to the risk factors included in our Annual Report for the year ended December 31, 2022, other than as described below:

Cybersecurity incidents could disrupt business operations. We rely on information technology systems throughout the Company to keep financial records, process orders, manage inventory, coordinate shipments to distributors and customers, maintain confidential and proprietary information, and other technical activities, and operate other critical functions such as internet connectivity, network communications, and email. The Company stores confidential and proprietary information through cloud-based services that are hosted by third parties where we have less influence over security protocols. In addition, our customers may use certain of our products and solutions to transmit and/or process personal data and other sensitive information. Like many companies, we continually strive to meet industry information security standards relevant to our business. We periodically perform vulnerability assessments, remediate vulnerabilities, review log/access, perform system maintenance, manage network perimeter protection, implement and manage disaster recovery testing, and provide periodic educational sessions to our employees to foster awareness of schemes to access sensitive information. Despite our implementation of a variety of security controls and measures, as well as those of our third-party vendors, there is no assurance that such actions will be sufficient to prevent a cybersecurity incident. Further, as cybercrime and threats continue to rapidly evolve and become increasingly more difficult to detect and defend against, our current security controls and measures may not be effective in preventing cybersecurity incidents and we may not have the capabilities to detect certain vulnerabilities. A cybersecurity incident could include an attempt to gain unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Phishing and other types of attempts to obtain unauthorized information or access are often sophisticated and difficult to detect or defeat.

Cybersecurity incidents can take a variety of forms including, unintentional events as well as deliberate attacks by individuals, groups and sophisticated organizations, such as state sponsored organizations or nation-state actors. Further, certain of our third party vendors have limited access to our employee and customer data and may use this data in unauthorized ways. Any such cybersecurity incident or misuse of our employees’ or customers’ data may lead to a material disruption of our core business systems, the loss or corruption of confidential business information, and/or the disclosure of personal data that in each case could result in an adverse business impact as well as possible damage to our brand. This could also lead to a public disclosure or theft of private intellectual property and a possible loss of customer confidence.

While we have experienced and expect to continue to experience these types of threats and incidents, there have been no material incidents incurred to-date at the Company. If our core business operations, or that of one of our third-party service providers, were to be breached, this could affect the confidentiality, integrity, and availability of our systems and data. Any failure on the part of us or our third-party service providers to maintain the security of data we are required to protect, including via the penetration of our network security and the misappropriation of confidential and proprietary information, could result in: business disruption; damage to our reputation; financial obligations to third parties; fines, penalties, regulatory proceedings; private litigation with potentially large costs; deterioration in our suppliers’, distributors’, and customers’ confidence in us; as well as other competitive disadvantages. Such failures to maintain the security of data could have a material adverse effect on our business, financial condition, and results of operations. While we continue to perform security due diligence, there is always the possibility of a significant breach. In addition, any failure on the part of one of our contract manufacturers, distributors or resellers to maintain the security of its systems or data, including via the penetration of their network security or ransomware, could result in business disruption to us and damage to our reputation.

We rely on third-party dealers, distributors, and resellers to sell many of our products, services and solutions, and their failure to effectively bring our products, services and solutions to market may negatively affect our results of operation and financial results. In addition to our own sales force, we offer our products, services and solutions through a variety of third-party dealers, distributors, and resellers who may also market other products, services and solutions that compete with ours. Failure of one or more of our third-party dealers, distributors, or resellers to effectively promote our offerings could affect our ability to bring

products, services and solutions to market and have a negative impact on our results of operations. Any changes to our channel program may cause some of our third-party dealers, distributors, or resellers to exit the program due to modifications to the program structure, which may reduce our ability to bring products and solutions to market and could have a negative impact on our results of operations.

Third-party dealers, distributors or resellers could also face additional costs or credit concerns resulting from an uncertain economic environment that would cause such parties to reduce purchases of our products, thereby causing a negative impact on our financial results. Some of these third-parties are smaller and more likely to be impacted by a significant decrease in available credit that could result from a weakness in the financial markets. If credit pressures or other financial difficulties result in insolvency for third-party dealers, distributors, or resellers and we are unable to successfully transition end-customers to purchase our products and solutions from other third-parties or from us directly, it may cause, and in some cases, has caused, a negative impact on our financial results.

Our future operating results depend on our ability to purchase a sufficient amount of materials, parts, and components, as well as services and software to meet the demands of customers. We source some of our components from sole source suppliers. Any disruption to our suppliers or significant increase in the price of supplies, inclusive of transportation costs, or change in customer demand could have a negative impact on our results of operations*.* Our ability to meet customers’ demands depends, in part, on our ability to obtain in a timely manner an adequate delivery of quality materials, parts, and components, as well as services and software from our suppliers, and our ability to deliver products, services and software to our customers. In addition, certain supplies are available only from a single source or limited sources and we may not be able to diversify sources in a timely manner. If demand for our products, solutions or services increases from our current expectations or if suppliers are unable or unwilling to meet our demand for other reasons, including as a result of natural disasters, public health issues, severe weather conditions, or financial issues, we could experience an interruption in supplies or a significant increase in the price of supplies that could have a negative impact on our business. We have experienced shortages in the past that have negatively impacted our results of operations and may experience such shortages in the future. At times we have and may continue to execute multi-year purchase commitments with suppliers that contain minimum spend thresholds, which we are obligated to fulfill even if customer demand declines, and may require that we purchase inventory that exceeds our forecasted demand. In addition, volatility in customer demand, product availability, and costs to transport products, may result in increased operating input costs, elevated inventory levels, as well as inventory-related losses. Also, credit constraints at our suppliers could cause us to accelerate payment of accounts payable by us, impacting our cash flow.

Economic conditions and financial market disruptions may adversely affect our business and results of operations. Adverse economic conditions or reduced and/or changes in the timing and amount of information technology spending may negatively impact our business. General disruption of financial markets and a related general economic downturn or uncertainty could adversely affect our business and financial condition through a reduction in demand for our products, solutions or services by our customers. If a slowdown were severe enough, it could require further impairment testing and write-downs of goodwill and other intangible assets. Cost reduction actions have been and may be necessary in the future resulting in restructuring charges as well as changes in staffing levels which may strain our resources. A tightening of financial credit or increase in the cost of borrowing could adversely affect our customers, suppliers, outsourced manufacturers, and channel partners (e.g., distributors and resellers) from obtaining adequate credit for the financing of significant purchases. An economic downturn could also result in a decrease in or cancellation of orders for our products, solutions and services; negatively impacting the ability to collect accounts receivable on a timely basis; result in additional reserves for uncollectible accounts receivable; and require additional reserves for inventory obsolescence. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended July 1, 2023:

Period						Total Number of Shares Purchased						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)						Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
April 2, 2023 - April 29, 2023						—						$	—					—						$	930
April 30, 2023 - May 27, 2023						138,508						270.73						138,508						893
May 28, 2023 - July 1, 2023						—						—						—						893
Total						138,508						$	270.73					138,508						$	893

(1)On May 17, 2022, the Company announced that its Board of Directors authorized a share repurchase program for up to $1 billion of its outstanding shares of common stock. This authorization augments the previous $1 billion share repurchase authorization which was announced on July 30, 2019. Repurchases may be effected 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 July 1, 2023, the Company has cumulatively repurchased 3,517,602 shares of common stock for approximately $1.1 billion, resulting in a remaining amount of share repurchases authorized under the plans of $893 million.

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 second quarter of 2023.

10.1			Form of 2023 performance-vested restricted stock unit agreement for all employees (including the CEO)
10.2			Form of 2023 time-restricted stock unit agreement for all employees (including the CEO)
10.3			Form of 2023 stock-settled stock appreciation rights agreement for all employees (including the CEO)
31.1			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2			Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial information from Zebra Technologies Corporation Quarterly Report on Form 10-Q, for the quarter ended July 1, 2023, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because Inline XBRL tags are embedded in the iXBRL document.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2023 formatted in Inline XBRL (included in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			ZEBRA TECHNOLOGIES CORPORATION
Date: August 1, 2023			By:						/s/ William J. Burns
									William J. Burns
									Chief Executive Officer
Date: August 1, 2023			By:						/s/ Nathan Winters
									Nathan Winters
									Chief Financial Officer