Annual Report

2022
Zebra Technologies 2022 Annual Report
To Our Investors,
Our team drove a strong finish to a challenging 2022. We faced various headwinds that impacted
our business, including the war in Eastern Europe, continued global sourcing and supply chain
issues, China COVID lockdowns, rising interest rates, and extreme FX volatility, among others.
Following a challenging first nine months, we delivered fourth quarter results above our outlook.
Although results for the year were below our targets, I am proud of the resiliency and agility of
our organization to navigate the environment. We continued to prioritize our customers’ needs,
taking bold mitigating actions with the supply chain including product redesigns to address
shortages and utilizing alternate modes of transport to satisfy demand. As we enter 2023, we are
encouraged by supply chain improvements while we continue to manage through a challenging
macro environment.*

Advancing our Enterprise Asset Intelligence Vision

Our enterprise asset intelligence vision is for every asset and front-line worker to be visible,
connected, and optimally utilized. We advance this vision by digitizing and automating the front
line of business with our industry-leading portfolio of purpose-built products, software, and services. Greater than 80% of the Fortune
500 rely on Zebra to optimize their end-to-end workflows in a labor-constrained environment across a variety of end markets including
retail and ecommerce, transportation and logistics, manufacturing, healthcare, hospitality, and public safety.
Megatrends including the on-demand economy, asset visibility, cloud computing, and automation provide secular tailwinds to our $30
billion served market. We continue to extend our leadership position in our vibrant core business of mobile computing, data capture,
and thermal printing; while gaining traction in adjacent markets, including RFID and rugged tablets, and our expansion markets of
machine vision, autonomous mobile robots and retail execution software. We took a leap forward in expanding our portfolio for the
manufacturing and logistics market with our acquisition of Matrox Imaging in June. Matrox’s approximately $100 million machine vision
business, combined with Zebra’s fixed industrial scanners and autonomous mobile robots, has established Zebra as a leader in industrial
automation, providing another opportunity to elevate our strategic relationships with customers.

Sustainability
As a responsible corporate citizen, Zebra is committed to a sustainable business. We are focused on advancing our sustainability efforts
across three priorities that align with our business model and strategy: human capital management, climate and resource conservation.
Notable initiatives include fostering an inclusive culture and diverse workforce to drive innovation and executing on our
science-based carbon reduction targets. Zebra can also help customers with their sustainability objectives by leveraging
our technology and solutions. Customers can achieve productivity and efficiency gains, higher inventory accuracy,
reduced waste, lower carbon emissions and enhanced safety.

CEO Transition and Onward

As of March 1, 2023, I have transitioned to Executive Chair, and Bill Burns has taken on the
role of Chief Executive Officer. Since joining the company in 2015 to lead and integrate the
Enterprise business, Bill has been a key member of Zebra’s executive leadership team
and has maintained a strong focus on culture, talent, and innovation. Over the
past few months, we have been meeting with stakeholders to discuss Zebra’s
bright future.
I would like to thank our employees, customers, and partners for
their contributions in transforming Zebra throughout my more
than 15-year tenure. I am proud of the progress we have made
together and believe that we will continue to prosper. I will ensure
a smooth transition as I engage in my new role, in support of Bill
and Zebra’s ongoing success.

Anders Gustafsson
Executive Chair

*Such forward-looking statements are based on current expectations and assumptions

that are subject to risks and uncertainties that may cause actual results to differ materially.
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

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 (I.R.S. Employer
incorporation or organization) 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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes ☐ No ☒

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 (Check one):
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 has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

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

As of February 9, 2023, there were 51,404,742 shares of Class A Common Stock, par value $.01 per share, outstanding.

Documents Incorporated by Reference

Certain sections of the Registrant’s definitive proxy statement for its Annual Meeting of Stockholders to be held on
May 11, 2023, are incorporated by reference into Part III of this report, as indicated herein. The definitive proxy statement shall
be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report
relates.
 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business 4
Item 1A. Risk Factors 13
Item 1B. Unresolved Staff Comments 23
Item 2. Properties 23
Item 3. Legal Proceedings 23
Item 4. Mine Safety Disclosures 23
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities 24
Item 6. [Reserved] 26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27
Overview 27
Results of Operations 29
Liquidity and Capital Resources 33
Critical Accounting Estimates 35
New Accounting Pronouncements 36
Non-GAAP Measures 36
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 37
Item 8. Financial Statements and Supplementary Data 38
Report of Independent Registered Public Accounting Firm 39
Consolidated Balance Sheets 41
Consolidated Statements of Operations 42
Consolidated Statements of Comprehensive Income 43
Consolidated Statements of Stockholders’ Equity 44
Consolidated Statements of Cash Flows 45
Notes to Consolidated Financial Statements 46
Note 1: Description of Business and Basis of Presentation 46
Note 2: Significant Accounting Policies 46
Note 3: Revenues 50
Note 4: Inventories 52
Note 5: Business Acquisitions 52
Note 6: Goodwill and Other Intangibles 56
Note 7: Property, Plant and Equipment 57
Note 8: Investments 57
Note 9: Exit and Restructuring Costs 57
Note 10: Fair Value Measurements 57
Note 11: Derivative Instruments 58
Note 12: Long-Term Debt 61
Note 13: Leases 62
Note 14: Accrued Liabilities, Commitments and Contingencies 63
Note 15: Share-Based Compensation 65
Note 16: Income Taxes 68
Note 17: Earnings Per Share 71

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 Note 18: Accumulated Other Comprehensive Income (Loss) 71
Note 19: Accounts Receivables Factoring 72
Note 20: Segment Information & Geographic Data 73
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 75
Item 9A. Controls and Procedures 75
Item 9B. Other Information 77
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 77
PART III
Item 10. Directors, Executive Officers and Corporate Governance 78
Item 11. Executive Compensation 78
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 78
Item 13. Certain Relationships and Related Transactions, and Director Independence 78
Item 14. Principal Accounting Fees and Services 78
PART IV
Item 15. Exhibits and Financial Statement Schedules 79
Item 16. Form 10-K Summary 82
Signatures 83

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PART I

References in this document to “the Company,” “we,” “us,” or “our” refer to Zebra Technologies Corporation and its
subsidiaries, unless the context specifically indicates otherwise.

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 the first quarter and 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 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.

Item 1. Business

The Company
We are a global leader providing Enterprise Asset Intelligence (“EAI”) solutions 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 products and services. The Company’s solutions 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 products, 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 a full range
of services, including maintenance, technical support, repair, managed and professional services, as well as cloud-based
software subscriptions and robotics automation solutions. End-users of our products, solutions and services include those in the

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retail and e-commerce, manufacturing, transportation and logistics, healthcare, public sector, and other industries. We provide
our products, solutions and services globally through a direct sales force and extensive network of over 10,000 channel
partners, operating in approximately 190 countries, with 120 facilities and approximately 10,500 employees worldwide.

Through continual innovation of our technologies, we are leading an evolution of the traditional AIDC market into EAI, which
encompasses solutions that sense key operational information such as packages moving through a supply chain, equipment in a
factory, workers and robots in a warehouse, shoppers in a store, and patients in a hospital. Data from enterprise assets, including
status, condition, location, utilization, and preferences, is then analyzed to provide prioritized actionable insights. Finally, with
the benefits of cloud computing and connectivity, these insights and directives can be delivered to the right user at the right time
to drive the best next action. As a result, our solutions enable enterprises to “sense, analyze, and act” more effectively
throughout their workflows.

The evolution of the AIDC market to transform workflows is being driven by strong underlying secular trends in technology,
which include the internet of things (“IoT”), cloud-based data analytics, intelligent automation, mobility, computer vision, as
well as artificial intelligence and machine learning. The IoT enables the real-time exchange of an increasingly broad set of
information among a proliferation of smart, connected devices. Cloud computing and expanded data analytics are allowing
enterprises to make better business decisions through improved timeliness and increased visibility into workflows. While
traditional AIDC solutions capture limited amounts of data and populate static enterprise systems, newer solutions that can
leverage artificial intelligence through machine learning can analyze real-time data from many sources to generate actionable
insights. The continued rapid growth of mobile devices and application software are also significantly expanding mobile
computing use cases throughout enterprises and supply chains. With these expanded capabilities, end-users can consume and
act upon dynamic enterprise data and information anytime and anywhere. 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 solutions.

Acquisitions
Matrox: On June 3, 2022, the Company acquired Matrox Electronic Systems Ltd. (“Matrox”) for $881 million in cash, net of
Matrox’s cash on-hand. Matrox is a leading provider of advanced machine vision components and software serving multiple
end-markets. Through its acquisition, the Company significantly expands machine vision products and software offerings. The
operating results of Matrox are included in the EVM segment.

Antuit: On October 7, 2021, the Company acquired Antuit Holdings Pte. Ltd. (“Antuit”) for $145 million in cash, net of cash
acquired. Antuit is a provider of demand-sensing and pricing optimization software solutions for retail and consumer products
companies. Through this acquisition, the Company expands its portfolio of software solution offerings to customers in these
industries by combining Antuit’s platform with its existing software solutions and EVM products. The operating results of
Antuit are included in the EVM segment.

Fetch: On August 9, 2021, the Company acquired Fetch Robotics, Inc. (“Fetch”) for $301 million, which consisted of $290
million in cash paid, net of cash acquired, and the fair value of the Company’s existing minority ownership interest in Fetch of
$11 million, as remeasured upon acquisition. Fetch is a provider of autonomous mobile robot solutions for customers who
operate in the manufacturing, distribution, and fulfillment industries, enabling customers to optimize workflows through robotic
automation. Through this acquisition, the Company intends to expand its automation solution offerings within these industries.
The operating results of Fetch are included within the EVM segment.

Adaptive Vision: On May 17, 2021, the Company acquired Adaptive Vision Sp. z o.o. (“Adaptive Vision”) for $18 million in
cash, net of cash acquired. Adaptive Vision is a provider of graphical machine vision software with applications in the
manufacturing industry, as well as a provider of libraries and other offerings for machine vision developers. The operating
results of Adaptive Vision are included within the EVM segment.

Reflexis: On September 1, 2020, the Company acquired Reflexis Systems, Inc. (“Reflexis”) for $547 million in cash, net of cash
acquired. Reflexis is a provider of task and workforce management, execution, and communication software solutions for
customers in the retail, food service, hospitality, and banking industries. Through this acquisition, the Company intends to
enhance its solution offerings to customers in those industries by combining Reflexis’ platform with its existing software
solutions and EVM products. The operating results of Reflexis are included within the EVM segment.

See Note 5, Business Acquisitions in the Notes to Consolidated Financial Statements for additional details.

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

Asset Intelligence & Tracking

Barcode and Card Printing: We design, manufacture, and sell printers, which produce high-quality labels, wristbands, tickets,
receipts, and plastic cards on demand. Our customers use our printers in a wide range of applications, including routing and
tracking, patient safety, transaction processing, personal identification, and product authentication. These applications require
high levels of data accuracy, speed, and reliability. They also include specialty printing for receipts and tickets for improved
customer service and productivity gains.

Our printers use thermal printing technology, which creates images by heating certain pixels of an electrical printhead to
selectively image a ribbon or heat-sensitive substrate. Our printers integrate company-designed mechanisms, electrical systems,
and firmware that supports serial, parallel, Ethernet, USB, Bluetooth, or 802.11 wireless communications with appropriate
security protocols. Enclosures of metal or high-impact plastic help ensure durability of our printers. Printing instructions can be
received as a proprietary language such as Zebra Programming Language II, as a print driver-provided image, or as user-
defined Extensible Markup Language. These features make our printers easy to integrate into most computer systems.

We also provide dye-sublimination thermal card printers that produce high quality images and are used for secure, reliable
personal identification (e.g. state identification cards, drivers’ licenses, and healthcare identification cards), access control (e.g.
employee or student building access), and financial transactions (e.g. credit, debit and ATM cards). Additionally, we provide
RFID printers that encode data into passive RFID transponders embedded in a label or card. We offer a wide range of
accessories and options for our printers, including carrying cases, vehicle mounts and battery chargers.

Supplies: We produce and sell stock and customized thermal labels, receipts, ribbons, plastic cards, and RFID tags suitable for
use with our printers, as well as wristbands for use in laser printers. We support our printing products, resellers, and end-users
with an extensive line of superior quality, high-performance supplies optimized to a particular end-user’s needs, such as
chemical or abrasion resistance, extreme temperature environments, exceptional image quality, or long life. We promote the use
of supplies with our printing equipment. Our supplies business also includes temperature-monitoring labels primarily used in
vaccine distribution, which incorporate chemical indicators designed to change color upon exceeding predefined time and/or
temperature thresholds.

Services: We provide a full range of maintenance, technical support, and repair services. We also provide managed and
professional services, including those which help customers manage their devices and related software applications. Our
offerings include cloud-based subscriptions and multiple service levels. They are typically contracted through multi-year
service agreements. We provide our services directly and through our global network of partners.

Enterprise Visibility & Mobility

Mobile Computing: We design, manufacture, and sell rugged and enterprise-grade mobile computing products and accessories
in a variety of specialized form factors and designs to meet a wide array of enterprise applications. Purpose-built devices ensure
reliable operations for targeted use cases, surviving years of rough handling and harsh environments. Industrial applications
include inventory management in warehouses and distribution centers; field mobility applications include field service, post and
parcel, and direct store delivery; and retail and customer facing applications include e-commerce, omnichannel, mobile point of
sale, inventory look-up, staff collaboration, and analytics. Our mobile computing products primarily incorporate the Android™
operating system and support local-area and wide-area voice and data communications. Our products are also offered with
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. Our
products often incorporate barcode scanning, global position system and RFID features, and other sensory capabilities.
Additionally, specialized features, such as advanced data capture technologies, data analytics technologies, voice and video
collaboration tools, and advanced battery technologies, enable our customers to work more efficiently and better serve their
own customers.

Data Capture, RFID, Fixed Industrial Scanning, and Machine Vision: We design, manufacture, and sell barcode scanners,
RFID readers, industrial machine vision cameras, and fixed industrial scanners. Our portfolio of scanners includes laser
scanning and imager products in a variety of form factors, including fixed, handheld, and embedded original equipment
manufacturer (“OEM”) modules. Our scanners incorporate a range of technologies including area imagers, linear imagers, and
lasers, as well as read linear and two-dimensional barcodes. They are used in a broad range of applications, ranging from

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supermarket checkouts to industrial warehouse optimization to patient management in hospitals. The design of these products
reflects the diverse needs of these markets, with different ergonomics, multiple communication protocols, and varying levels of
ruggedness. Our RFID products include fixed readers, RFID enabled mobile computers, and RFID sleds that utilize passive
ultra-high frequency to provide high-speed, non-line of sight data capture from hundreds or thousands of RFID tags in near
real-time. Using the Electronic Product Code (“EPC”) standard, end-users across multiple industries use our RFID technology
to track high-value assets, monitor shipments, and drive increased retail sales through improved inventory accuracy. We also
offer mobile computers that support high frequency near-field communications and low frequency radio technologies. In 2021
we introduced fixed industrial scanning and machine vision solutions, and in 2022, we significantly expanded our machine
vision solutions through the acquisition of Matrox Imaging. Our fixed industrial scanning products automatically track and
trace items that move from production through distribution. Our industrial machine vision platform-independent software,
software development kits, smart cameras, vision controllers, frame grabbers, input/output cards, and 3D sensors capture,
inspect, assess, and record data from industrial vision systems in factory automation, semiconductor inspection, pharmaceutical
packaging, food & beverage, among other use cases. We also provide related software and accessories for these products.

Services: We provide a full range of maintenance, technical support, and repair services. We also provide managed and
professional services that, among other things, help customers design, test, and deploy our solutions as well as manage their
mobility devices, software applications and workflows. Our offerings include cloud-based subscriptions with multiple service
levels, which are typically contracted through multi-year service agreements. We provide our services directly and through our
global network of partners.

Workflow optimization solutions: We provide a portfolio of solutions that help our customers improve the agility and
productivity of key operational workflows by analyzing and acting on data in real time. Our primary focus is on frontline
workers in Zebra’s core customer segments, including retail, transportation and logistics, warehouse and distribution, and
healthcare. Our workflow optimization solutions include:
• Software-based solutions, which include workforce management, workflow execution and task management, demand-
sensing, price optimization, prescriptive analytics, as well as communication and collaboration-based solutions. These
solutions are typically delivered through cloud-based software subscriptions and leverage big data, artificial
intelligence, and mobile and web applications to provide customers with real-time visibility and actionable insights
about their business. By analyzing labor, inventory, transactional and real-time situational data, these solutions are
able to forecast demand, prescribe actions, schedule workers, and enhance collaboration. Our software-based solutions
are available with multiple service levels, and are often contracted through multi-year service agreements;
• Retail solutions, which include a range of physical inventory management solutions, including solutions for full store
physical inventories, cycle counts, and analytics; and
• Robotic automation solutions, which include software-powered autonomous robots that enable customers to
orchestrate workflows alongside frontline workers, improving productivity and operational efficiency. Our robotic
automation solutions are available in a variety of form factors to accommodate many use cases.
• Location Solutions, which include a range of RTLS and services that generate precise, on-demand information about
the physical location and status of high-valued assets, equipment, and people. These solutions 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. We provide substantially all elements of the location
solution, including tags, sensors, exciters, middleware software, and application software. Our location solutions are
deployed primarily in manufacturing, aerospace, transportation and logistics, sports, and healthcare industries.

Our Competitive Strengths

The following are core competitive strengths that we believe enable us to differentiate ourselves from our competitors:

An industry leader focused on improving enterprise workflows

We are focused on the key technology solutions of EAI that drive improved enterprise workflows, including mobile computing,
barcode and card printing, data capture, RFID, fixed industrial scanning, machine vision, and workflow optimization solutions,
along with related software, services, and accessories. Our leadership position enables us to work with and support customers
globally, in a variety of industries, who are focused on implementing leading-edge solutions.

High barriers to entry

On a global basis, we have long-standing relationships with end-users and with our extensive network of channel partners. We
believe these customer relationships and our strong partner network are critical to our success and would be difficult for a new
market entrant to replicate. We believe a significant portion of our products and solutions are deployed with specialized product
performance and software application requirements, which could result in high switching costs.

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Commitment to innovation and deep industry-specific expertise
Over time, we have developed and delivered improved, targeted end-to-end solutions for our customers. We remain committed
to leveraging our technology portfolio and expertise in the industries that we service to continue to develop innovative solutions
that meet the key needs of our customers.

Highly diversified business mix

We are highly diversified across business segments, end markets, geographies, and customers. Additionally, we have strong
recurring business in services, supplies, and software driven by an extensive global installed base of purpose-built products and
solutions.

Global reach and brand

We sell to customers directly and through our network of channel partners around the world. This global presence gives us the
capability to supply our customers with products, solutions, and services no matter the location of their operations. In addition,
we believe we have strong brand recognition with a reputation in the industry as a trusted and strategic partner, known for
delivering high quality products that are reliable and durable.

Scale advantages
We believe the size and scope of our operations, including market leadership, product and solution development investment,
portfolio breadth, and global distribution, give us advantages over our competitors. We believe we have the largest installed
base of products compared to other companies in our industry. These characteristics enable us to compete successfully, achieve
economies of scale, and develop industry-leading solutions.

Our Business Strategies

Leverage our market leadership position and innovation to profitably grow our core business
We expect to drive revenue growth by continuing to outpace our competition in our core businesses, including mobile
computing, data capture, barcode printing, and services. We expect to achieve this by leveraging our broad portfolio of
solutions and product innovation and continuing to be a strategic partner to end customers. We also expect to drive growth by
capitalizing on technology transitions occurring in the industry, including the transition to the Android™ operating system in
mobile computing and transitions in data capture to newer technologies involving 2D and 3D imaging and RFID. This includes
increased focus on market segments and geographies that offer share-gain opportunities. In addition, we plan to leverage our
market-leading installed base to accelerate growth in attach-oriented offerings, including services, supplies, accessories, and
software applications. Our global channel partner network is vital to helping us achieve these goals. As such, we will ensure
that we provide the necessary value and support for our partners to be successful.

Advance our Enterprise Asset Intelligence vision

Our EAI vision is for every asset and front-line worker to be connected, visible, and fully optimized. We believe that secular
technology trends, particularly in IoT, cloud computing, intelligent automation, and mobility, advance our vision and are
transforming our customers’ businesses and our industry, providing us with significant new opportunities to create value for our
customers and for the Company. We expect to capitalize on these trends, and in particular the proliferation of smart connected
sensors and devices in our core market segments, by providing end-to-end solutions that integrate these sensors and devices
with cloud-based workflows and analytics applications. We plan to continue investing in the development of technologies that
will enable intelligent automation solutions, providing increased visibility into the enterprise, real-time, actionable information,
and improved customer experiences. Our solutions will also increasingly include advanced features, functions, and user
experiences to drive additional competitive differentiation and elevate our role as a solutions provider.

Increase our opportunity for growth through expansion in adjacent market segments
We plan to drive growth through expansion, organically and inorganically, in adjacent market segments that are synergistic
with our core markets. We will focus specifically on segments where our products and solutions, workflow expertise, and
customer and industry relationships will enable us to provide significant value to end-users.

Enhance financial strength and flexibility

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

Sustainable business model

Zebra’s foundational ESG priorities of human capital management, resource conservation, and climate align with our strategic
focus and corporate values. Initiatives within these priorities are advanced by our cross-functional Sustainability Council, with
executive sponsorship and board oversight. Our approach helps to ensure that our business is sustainable over the long term for
the benefit of our primary stakeholder groups, including employees, customers, partners, and investors. We are driving a high-

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performance, inclusive and diverse culture, striving to consistently be the employer of choice in the communities where we
work and live. We also focus on waste reduction, circular economy product innovation with certified refurbished devices, eco-
packaging and sustainable product design. Additionally, we have science-based targets on carbon emission reductions in
Zebra’s operations and throughout our value chain.

Competition
We operate in a highly competitive environment. The need for companies to improve productivity and implement their
strategies, as well as the secular trends around IoT, cloud computing, intelligent automation, and mobility, are some of the
factors that are creating growth opportunities for established and new competitors.

Key competitive factors include the breadth and quality of products, solutions and services, as well as pricing, design,
performance, durability, geographic availability, warranty coverage, relationships with customers and channel partners,
company reputation, and brand recognition. We believe we compete effectively with respect to these factors.

Mobile Computing: Competitors in mobile computing and related services include companies that have historically served
enterprises with ruggedized devices. For some applications, we compete with companies that provide tablets and smart phones.
Competitors include: Datalogic, Honeywell, and Panasonic.

Data Capture, RFID, Fixed Industrial Scanning, and Machine Vision: Competitors that provide a broad portfolio of barcode
scanning products and related services that are suitable for most global market applications include Datalogic and Honeywell.
We also compete against smaller companies that focus on limited product subsets or specific regions, including Newland and
Impinj. Competitors in our fixed industrial scanning and machine vision business include Cognex, SICK, and Keyence.

Barcode and Card Printing: We consider our direct competition in printing to be producers of on-demand thermal transfer and
direct thermal label fixed and mobile printing systems and RFID printers/encoders. 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. In addition, service bureaus, which provide centralized services, compete for end-user
business and provide an alternative to our card printing solutions. Competitors include: Fargo Electronics (a unit of HID
Global), Honeywell, Sato, Toshiba TEC, TSC, Brother, and Dymo.

Supplies: The supplies industry is highly fragmented with competition comprised of numerous companies of various sizes
around the world.

Workflow optimization solutions: We compete with a diverse and varied group of companies across our solution offerings
worldwide. Competitors range from providers of software-based solutions serving customers in the retail industry to providers
of autonomous mobile robot solutions serving customers in the manufacturing, distribution, and fulfillment industries.

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
during the past three years. No other customer accounted for more than 10% of our Net sales during these years. See Note 20,
Segment Information & Geographic Data in the Notes to Consolidated Financial Statements for further information.

Our Net sales to significant customers as a percentage of the Company’s total Net sales were as follows:

Year Ended December 31,

2022 2021 2020
Customer A 20.7 % 22.3 % 20.7 %
Customer B 15.0 % 13.6 % 13.9 %
Customer C 12.8 % 12.6 % 17.7 %

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Sales and Marketing
Sales: We sell our products and services primarily through distributors (two-tier distribution), value added resellers (“VARs”),
independent software vendors (“ISVs”), direct marketers, and OEMs, and our software solutions primarily through our direct
sales force. We also sell our products and services directly to a select number of customers through our direct sales force.
Distributors purchase our products and sell to VARs, ISVs and others, thereby increasing the distribution of our products
globally. VARs, ISVs, OEMs, and systems integrators provide end users with a variety of hardware, accessories, software
applications, and services. VARs and ISVs typically customize solutions for specific end-user applications using their industry,
systems, and applications expertise. Some OEMs resell Zebra-manufactured products and solutions under their own brands as
part of their own product offerings. Because these sales channels provide specific software, configuration, installation,
integration, and support services to end-users within various industry segments, these relationships are highly valued and allow
our products to reach end users in a wide array of industries around the world. We believe that the breadth of our distributor and
channel partner network is a competitive differentiator and enhances our ability to compete. Finally, we experience some
seasonality in sales, depending upon the geographic region and industry served.

Marketing: Our marketing function aligns closely with sales and product management functions to market our products and to
deliver and promote solutions that address the needs of our customers and partners. Our marketing organization includes
regional and channel marketing teams that interface closely with customers, partners, and sellers. Our marketing organization
also includes teams that support global strategies and communications, including portfolio marketing, digital marketing,
marketing operations and communications, and strategic marketing functions.

Manufacturing and Outsourcing

Final assembly of our hardware products is performed by third-parties, including electronics manufacturing services companies
(“EMSs”) and joint design manufacturers (“JDMs”). Our products are currently produced in facilities primarily located in the
Asia-Pacific region, including China, Taiwan, Vietnam, and Malaysia, as well as Mexico and Brazil. The EMSs and JDMs
produce our products to our design specifications. We maintain control over portions of the supply chain, including supplier
selection and price negotiations for key components. The manufacturers generally purchase all the components and
subassemblies used in the production of our products. Our products are shipped to regional distribution centers, operated by
third party logistics providers or the Company. A portion of products are reconfigured at the distribution centers through
firmware downloads, packaging, and customer specific customization before they are shipped to customers. In addition, certain
products are manufactured in accordance with procurement regulations and various international trade agreements and remain
eligible for sale to the U.S. government.

Production facilities for our supplies products are located in the U.S. and Western Europe. We also supplement our in-house
supplies production capabilities with third-party manufacturers, principally located in Asia-Pacific.

Repair services for our products are performed by either our own operations or through third-parties, with repair service hubs
located in each of the regions in which we serve our customers.

Research and Development

The Company devotes significant resources to developing innovative solutions for our target markets and ensuring that our
products, solutions, and services maintain high levels of reliability and provide value to end-users. Research and development
expenditures for the years ended 2022, 2021, and 2020 were $570 million, $567 million, and $453 million, or 9.9%, 10.1% and
10.2% of Net sales, respectively. Worldwide, we have employed approximately 3,100 engineers and innovation and design
experts, who along with contractors, are focused on strengthening and broadening our extensive portfolio of products and
solutions.

Intellectual Property
We rely on a combination of trade secrets, patents, trademarks, copyrights, and contractual rights to establish and protect our
innovations, and hold a large portfolio of intellectual property rights in the U.S. and other countries. As of December 31, 2022,
the Company owned approximately 2,200 trademark registrations and trademark applications, and approximately 6,500 patents
and patent applications, worldwide.

We believe that our intellectual property will continue to provide us with a competitive advantage in our product areas as well
as provide leverage for future technologies. Our success depends more upon our extensive know-how, deep understanding of
end-user processes and work-flows, innovative culture, technical leadership and marketing and sales abilities. Although we do
not rely only on patents or other intellectual property rights to protect or establish our market position, we will enforce our
intellectual property rights when and where appropriate.

10
Human Capital
The Company is committed to attracting, developing, and retaining talent to enable our strategic vision. This commitment
directly shapes our approach to fostering a culture of inclusion and diversity and ensuring employees can reach their potential.

We believe that our strong Company culture is a key enabler of our success. The values of accountability, integrity, teamwork,
agility, and innovation are central to our culture and how we operate and work together. We take proactive steps to ensure that
this culture continues to permeate throughout our organization. Employee engagement within the Company is consistently high
with the most recent measures scoring above relevant benchmarks for technology companies. We consider our relations with
our employees to be very good. In addition, we believe our compensation structure aligns with our stockholders’ long-term
interests by balancing profitability and growth, and reflects the Company’s commitment to pay for performance.

In response to employee survey feedback, this year the Company implemented well-being solutions including a speaker series
on resilience, a manager toolkit, and a “Be You, Be Real, Be Well” campaign. In addition, the Company implemented zDay, a
paid, company-wide day off for all eligible Zebra employees, and Focus Fridays to encourage meeting-free time on Friday
afternoons.

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

As of December 31, 2022, the Company had approximately 10,500 employees globally, with a majority in sales and technical
roles. Our employees work in 56 countries with a majority of our employees located outside of the U.S. Some portions of our
business, primarily in Europe, China, and India, are subject to labor laws that differ significantly from those in the U.S. In
Europe, for example, it is common for a works council to represent employees when discussing matters such as compensation,
benefits, restructurings and layoffs.

Talent Development
We are a Company built on a community of changemakers, innovators, and doers who come together to deliver a performance
edge to the front line of business. We believe that empowered team members enable us to advance our strategic priorities. As a
result, we provide ample employee development opportunities, starting with our robust onboarding process. Our Zebra
Education Network online learning platform offers a wide variety of learning and development resources such as formal
learning courses, cross-functional development experiences, as well as tools for mentoring and career shadowing. We also
offer annual training and certification programs. Additionally, on an annual basis, we conduct a comprehensive talent review to
assess our leadership pipeline and align on the skills we need to proactively develop employees for the future. This annual
exercise is complemented by quarterly sessions with management to ensure we make progress on our critical talent
development efforts throughout the year.

Inclusion and Diversity

We are committed to leveraging a diverse workforce where employees can bring their best selves to work, to being an inclusive
workplace where all employees are seen, heard, valued, and respected, and to being a recognized leader in the marketplace that
values the diversity of its’ employees, customers, partners and suppliers. We have continued to expand our Inclusion &
Diversity program, formalized in 2018, through the launch of our Inclusion & Diversity Advisory Council in 2020, the launch
of our Inclusion Champions program in 2021, and the formalization of an internal I&D goals framework in 2022. This
expansion has been enabled through our continued focus on a culture of inclusion (leveraged through our inclusion networks),
embedding I&D as a component of a career at Zebra (including expanding the hiring, retention & career development of diverse
talent with the support of our external outreach partnerships) and setting the foundations for wider outreach in the community
(building multiple pathways for access to employment at Zebra), as well as deepening relationships with our customers through
a shared vision to advance I&D.

• Culture: Our inclusion networks are employee-driven, executive sponsored communities which foster a more
inclusive workplace by bringing together employees from across the business to empower, support and learn from
each other. The inclusion networks promote collaboration and host productive dialogue to help all Zebras understand
the unique needs of our diverse employee populations. Currently at Zebra, we have eight inclusion networks:
Women’s Inclusion Network (WIN), Zebra Equality Alliance (ZEAL), Zebra Veteran’s Inclusion Network (VETZ),
Zebras of African Descent (ZAD), Zebra Hispanic/Latinx Inclusion Network (UNIDOZ), Zebras of All Abilities
(ZoAA) and Zebra’s Early Career Inclusion Network (EDGE). In 2022, we launched The Green Herd employee
network to support grassroots sustainability efforts, inspire a conservation mindset at each Zebra site, and support and
develop focus areas for active employee engagement across the globe.

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 • Career: We have established talent acquisition partnerships with organizations such as Society of Women Engineers
(SWE), National Society of Black Engineers (NSBE), Disability:IN, Hispanic Alliance for Career Enhancement
(HACE), Hiring our Heroes (HOH), Out in STEM (oSTEM), as well as Hispanic Serving Institutions to enhance our
recruitment efforts and deepen our partnerships with diverse talent. In addition to external outreach, we provide a
variety of training including unconscious bias awareness for all employees, interviewing bias awareness training for
hiring managers, and a mandatory Inclusive Leadership workshop for all people leaders. There are additional diversity
and inclusion learning tools and resources available for all Zebras, including discussion forums and on-demand
learning geared specifically on allyship focusing on the development of our diverse talent. Additionally, we have
launched employee development programs with external coaching, partnered with CEO Action’s Executive Level
Mentoring Initiative.

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

• Customers: The Company values the opportunity to engage on the journey of advancing a culture of Inclusion &
Diversity in collaboration with our customers and partners together, recognizing that we may share many similar
opportunities and challenges. Our inclusion networks have started collaborating with employee resource groups at
external customers and partners to share best practices and innovate on initiatives to foster inclusive cultures, as well
as hosting joint events to raise overall awareness and education.

Regulatory Matters
Wireless Regulatory Matters
Our business is subject to certain wireless regulatory matters. The use of wireless voice, data, and video communications
systems requires radio spectrum, which is regulated by government agencies throughout the world. In the U.S., the Federal
Communications Commission (“FCC”) and the National Telecommunications and Information Administration (“NTIA”)
regulate spectrum use by non-federal entities and federal entities, respectively. Similarly, countries around the world have one
or more regulatory bodies that define and implement the rules for use of the radio spectrum, pursuant to their respective
national laws and international coordination under the International Telecommunications Union. We manufacture and market
products in spectrum bands already made available by regulatory bodies, these include voice and data infrastructure, mobile
radios, and portable or hand-held devices. Consequently, our results of operations could be positively or negatively affected by
the rules and regulations adopted from time-to-time by the FCC, NTIA, or regulatory agencies in other countries. Our products
operate both on the licensed and unlicensed spectrum. The availability of additional radio spectrum may provide new business
opportunities, and consequently, the loss of available radio spectrum may result in the loss of business opportunities.
Regulatory changes in current spectrum bands may also provide opportunities or may require modifications to some products so
they can continue to be manufactured and marketed.

Other Regulatory Matters

Some of our operations use substances regulated under various federal, state, local, and international laws governing the
environment and worker health and safety, including those governing the discharge of pollutants into the ground, air and water,
the management and disposal of hazardous substances and wastes and the cleanup of contaminated sites. Certain products are
subject to various federal, state, local, and international laws governing chemical substances in electronic products. During
2022, compliance with U.S. federal, state and local, and foreign laws regulating the discharge of materials into the environment,
or otherwise relating to the protection of the environment did not have a material effect on our business or results of operations.

Available Information
Our website address is www.zebra.com. The information on our website is not, and shall not be deemed to be, a part of this
Annual Report on Form 10-K or incorporated into any other filings we make with the Securities and Exchange Commission
(“SEC”). Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments
to those reports, are made available free of charge on the Investor Relations page of our website as soon as reasonably
practicable after we electronically file them with or furnish them to the SEC.

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Item 1A. Risk Factors

Investors should carefully consider the risks, uncertainties, and other factors described below, as well as other disclosures in
this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, because they
could have a material adverse effect on our business, financial condition, operating results, cash flows, and growth prospects.
These risks are not the only risks we face. Our business operations could also be affected by additional factors that are not
presently known to us or that we currently consider to be immaterial. No priority or significance is intended by, nor should be
attached to, the order in which the risk factors appear.

General Business and Industry Risks

The Company is vulnerable to the potential difficulties associated with the increase in the complexity of our business. We have
grown rapidly over the last several years both organically and through acquisitions. This growth has caused increased
complexities in the business. We believe our future success depends in part on our ability to manage our growth and increased
complexities of our business. The following factors could present difficulties to us:

• Managing our distribution channel partners and end-user customers;

• Managing our contract manufacturing and supply chain;
• Manufacturing an increased number of products;
• Developing and managing custom solutions offerings;
• Managing parties to whom we have outsourced portions of our business operations;
• Managing administrative and operational burdens;
• Managing stakeholder interests including customer, investor and employee social responsibility matters;
• Maintaining and improving information technology infrastructure to support growth;
• Managing the integration of acquisitions;
• Managing logistical problems common to complex, expansive operations;
• Managing our international operations; and
• Attracting, developing and retaining individuals with the requisite technical expertise to develop new technologies and
introduce new products and solutions.

Inability to consummate future acquisitions at appropriate prices could negatively impact our growth rate and stock price. Our
ability to expand revenues, earnings, and cash flow depends in part upon our ability to identify and successfully acquire and
integrate businesses at appropriate prices and to realize anticipated synergies. Acquisitions can be difficult to identify and
consummate due to competition among prospective buyers and the need to satisfy applicable closing conditions and obtain
antitrust and other regulatory approval on acceptable terms. Macroeconomic factors, such as rising inflation and interest rates,
capital market volatility, etc., could negatively influence our future acquisition opportunities.

The Company could encounter difficulties in any acquisition it undertakes, including unanticipated integration problems and
business disruption. Acquisitions could also dilute stockholder value and adversely affect operating results. We may acquire or
make investments in businesses, technologies, services, products, or solutions. An acquisition may present business issues
which are new to us. The process of integrating any acquired business, technology, service, product, or solution into our
operations may result in unforeseen operating difficulties and expenditures. Integration of an acquired company also may
consume considerable management time and attention, which could otherwise be available for ongoing operations and the
further development of our existing business. These and other factors may result in benefits of an acquisition not being fully
realized.

Acquisitions also may involve a number of risks, including, but not limited to:

• Difficulties and uncertainties in retaining the customers, distributors, vendors, or other business relationships from the
acquired entities;
• The loss of key employees of acquired entities;
• Disruptions in our business due to difficulties integrating and reorganizing operations, products, technologies and
personnel;
• The ability of acquired entities to fulfill their customers’ obligations;
• The inheritance of known, and the discovery of unknown, issues or liabilities;
• Pre-closing and post-closing acquisition-related earnings charges could adversely impact operating results and cash
flows in any given period, and the impact may be substantially different from period to period;
• The failure of acquired entities to meet or exceed expected operating results or cash flows could result in impairment
of goodwill or intangible assets acquired;

13
 • The ability to implement internal controls and accounting systems necessary to be compliant with requirements
applicable to public companies subject to SEC reporting, which could result in misstated financial reports; and
• Future acquisitions could result in changes such as potentially dilutive issuances of equity securities and the incurrence
of debt and contingent liabilities.

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

The Company’s industry is characterized by:

• Evolving industry standards;

• Frequent new product, solution, and service introductions;
• Evolving distribution channels;
• Increasing demand for customized product and software solutions;
• Changing customer demands; and
• Changing security protocols.

Future success will depend on our ability to effectively and economically adapt in this evolving environment. We could incur
substantial costs if we must modify our business to adapt to these changes, and may even be unable to adapt to these changes.

The Company participates in a competitive industry, which may become more competitive. Competitors may be able to respond
more quickly to new or emerging technology and changes in customer requirements. The markets that we serve are rapidly
evolving and highly competitive. Some of our products, solutions and services are in direct competition with similar or
alternative products, solutions and services provided by our competitors. In addition, we often compete with local competitors
that may have a substantial advantage in attracting customers in their countries due to more established branding in that
country, greater knowledge with respect to the tastes and preferences of customers residing in that country or their focus on a
single market. Because of the potential for consolidation in any market, such competitors may become larger, and increased size
could permit them to operate in wider geographic areas. To remain competitive, we believe we must continue to effectively and
economically:

• Identify and evolve with customer needs, emerging technologies, and industry trends;
• Monitor disruptive technologies and business models;
• Innovate, develop and timely commercialize new technologies, solutions, and services;
• Competitively price our products, solutions and services;
• Offer superior customer service;
• Provide products and solutions of high quality and reliability;
• Provide dependable and efficient distribution networks; and
• Attract, retain and develop employees with technical expertise and an understanding of our industry and customer
needs.

We cannot assure that we will be able to compete successfully against current or future competitors or technologies. Current or
future competitors are likely to continue to develop and introduce new and enhanced products, solutions and services that could
cause a decline in market acceptance of our products, solutions or services, or result in the loss of major customers. Increased
competition in our industry may result in price reductions, lower gross profit margins, and loss of market share, and could
require increased spending on research and development, sales and marketing, and customer support. In addition, we may not
be able to effectively anticipate and react to new entrants in the marketplace competing with our products, solutions or services.
Further, as we expand into markets beyond our core products, 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 products and solutions, which may create additional
pressures on our competitive position in the marketplace. An inability to compete successfully could have an adverse effect on
our business and results of operations.

Operational Risks

The Company has substantial operations and sells a significant portion of our products, solutions and services outside of the
U.S. and purchases important components, including final products, 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 products.

14
Risks associated with operations, sales, and purchases outside the United States include:

• Fluctuating foreign currency rates could restrict sales, increase costs of purchasing, and affect collection of receivables
outside of the U.S.;
• Volatility in foreign credit markets may affect the financial well-being of our customers and suppliers;
• Violations of anti-corruption laws, including the Foreign Corrupt Practices Act and the U.K. Bribery Act, could result
in large fines and penalties;
• Adverse changes in, or uncertainty of, local business laws or practices, including the following:
• Imposition of burdensome tariffs, quotas, taxes, trade barriers, or capital flow restrictions;
• Restrictions on the export or import of technology may reduce or eliminate the ability to sell in, or purchase
from, certain markets;
• Political and economic instability may reduce demand for our products or put our assets at risk;
• Limited intellectual property protection in certain countries may limit recourse against infringement on our
products or may cause us to refrain from selling in certain geographic territories;
• Staffing may be difficult including higher than anticipated turnover;
• A government-controlled exchange rate and limitations on the convertibility of currencies, including the
Chinese Yuan;
• Transportation delays and customs related delays may affect production and distribution of our products;
• Geopolitical uncertainty or turmoil could negatively affect our operations or those of our customers or
suppliers;
• Difficulty in effectively managing and overseeing operations that are distant and remote from corporate
headquarters; and
• Integration and enforcement of laws varies significantly among jurisdictions and may change over time.

The war between Russia and Ukraine and the global response to this war could have an adverse impact on our business and
results of operations. On March 5, 2022, we suspended our business operations in Russia. While this suspension has not had,
and is not expected to have, a material impact on our operating results, it is not possible to predict the broader or long-term
consequences of the war between Russia and Ukraine, which may include further sanctions, embargoes, regional instability,
geopolitical shifts and adverse effects on macroeconomic conditions, cybersecurity conditions, currency exchange rates,
financial markets and energy markets. Such geopolitical instability and uncertainty could have a negative impact on our ability
to sell and ship products, collect payments from and support customers in certain regions, and could increase the costs, risks
and adverse impacts from supply chain and logistics challenges.

Third parties may allege that the Company or our suppliers infringe upon their intellectual property rights. Periodically, third
parties claim that we or our suppliers infringe upon their intellectual property rights. As we continue to expand our business and
incorporate new technologies into our products and solutions, these types of claims may increase. Any of these claims, with or
without merit, could result in costly litigation and divert the attention of key personnel. To the extent a violation of a 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. See Item
3, Legal Proceedings for additional information regarding current patent litigation.

The inability to protect intellectual property could harm our reputation, and our competitive position may be materially
damaged. Our intellectual property is valuable and provides us with certain competitive advantages. We use copyrights, patents,
trademarks, trade secrets, 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 products or, without authorization, to misappropriate and use
information we regard as trade secrets. Additionally, the intellectual property rights we obtain may not be sufficient to provide
us with a competitive advantage and may be successfully challenged, invalidated, circumvented, or infringed. In any
infringement litigation that the Company may undertake to protect our intellectual property, any award of monetary damages
may be unlikely or very difficult to obtain, and any such award we may receive may not be commercially valuable.
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 litigation costs. Because of the
substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of the
Company’s confidential information could be compromised by disclosure during this type of litigation. 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.

We currently use third-party and/or open source operating systems and associated application ecosystems in certain of our
products and solutions. Such parties ceasing continued development of the operating systems or restricting our access to such
operating systems could adversely impact our business and financial results. We are dependent on third-parties’ continued
development of operating systems, software application ecosystem infrastructures, and such third-parties’ approval of our
implementations of their operating systems and associated applications. If such parties cease to continue development or
support of such operating systems or restrict our access to such operating systems, we would be required to change our strategy

15
for such devices. Our financial results could be negatively impacted by a resulting shift away from the operating systems we
currently use and the associated applications ecosystem could be costly and difficult. A strategy shift could increase the burden
of development on the Company and potentially create a gap in our portfolio for a period of time, which could competitively
disadvantage us. 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.

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.

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. Further, our customers may fail to adopt
adequate security controls and measures, or may fail to timely update their products and solutions to install or enable security
patches, which may result in a security breach. The market perception of the effectiveness of our products and our reputation
could also be harmed as a result of any actual or perceived security breach that occurs in our network or in the network of a
customer of our products, regardless of whether the breach is attributable to our products, the systems of other vendors or to
actions of malicious parties. It is possible that such a breach, or a perceived breach, could result in delays in, or loss of market
acceptance of, our products, solutions or services; diversion of our resources; injury to our reputation; theft or misuse of our
intellectual property or other assets; increased service and warranty expenses; and payment of damages. To date, we have had
no material incidents related to the security of our products or solutions. Further, strategic customers may negotiate specific
controls and we may incur additional costs to comply with such customer-specific controls. Although we maintain insurance
related to cybersecurity risks, there can be no assurance that our insurance will cover the particular cyber incident at issue or
that such coverage will be sufficient.

We may incur liabilities as a result of product failures due to actual or apparent design or manufacturing defects. We have
been subject to product liability claims, and may continue to be subject to such claims, including claims for property or
economic damages or personal injury, where damages arose, and may continue to arise, from our products as a result of actual
or apparent design or manufacturing defects. In addition, such design or manufacturing defects may occur not only in our own

16
designed products, but also in components provided by third-party suppliers. We seek to limit such risk through insurance
protection as well as product design, manufacturing quality control processes, product testing and contractual indemnification
from suppliers. Although there have been no material claims to-date at the Company, due to the growing size of the Company’s
installed product base and growing number of applications in which our products can be used, an actual or alleged design or
manufacturing defect could result in product recalls, injury to our reputation, and customer service costs or legal costs that
could have material adverse effects on our financial results.

Defects or errors in the Company’s software products could harm our reputation, result in significant cost to us, and impair
our ability to market such products. Our software may contain undetected errors, defects, or bugs. Although we have not
suffered significant harm from any errors, defects, or bugs to date, we may discover significant errors, defects, or bugs in the
future that we may not be able to correct or correct in a timely manner. Any future errors, defects, or bugs found in our software
products and related services may result in delays in, or loss of market acceptance of, our products, solutions or services;
diversion of resources; injury to reputation; increased service and warranty expenses; and payment of damages; which could
have a material adverse effect on our financial results.

Our business success depends on our ability to attract, retain, develop and motivate key personnel. Our business and results of
operations could be adversely affected by increased competition for highly skilled employees, higher employee turnover, or
increased compensation and benefit costs. The future success of the Company is substantially dependent on the continued
services and contributions of key personnel, including senior management and other highly skilled employees. The experience,
industry knowledge, and skill sets of our employees materially benefit our operations and performance, and the ability to
attract, retain, develop, and motivate highly skilled employees is important to our long-term success. Skilled employees in our
industry are in high demand and competition for their experience and skill sets is intense. The incentives and benefits we have
available to attract, retain, and motivate employees may become less effective as employees seek new or different opportunities
based on factors such as compensation, benefits, mobility, and flexibility that are different from what we offer. Although we
strive to be an employer of choice, we may not be able to continue to successfully attract, retain, develop, or motivate key
personnel in the future. Any disruption in the services of key personnel may have a material adverse effect on our business and
results of operations.

A natural disaster, widespread public health issue, civil unrest, or man-made disaster may cause supply disruptions that could
adversely affect our business and results of operations. Natural disasters or widespread public health issues, including
pandemics, may occur in the future and the Company is not able to predict to what extent or duration any such disruptions will
have on our ability to maintain ordinary business operations. The Company’s operations and facilities are subject to
catastrophic loss due to fire, flood, terrorism, or other natural or man-made disasters. If any of our facilities were to experience
a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue, and result in large expenses to
repair or replace the facility. Following an interruption to our business, the Company could require substantial recovery time,
experience significant expenditures to resume operations, and lose significant sales. If such a disruption were to occur, we could
breach agreements, our reputation could be harmed, and our business and operating results could be adversely affected. The
consequences of a natural disaster or widespread public health issue may have a material adverse effect on our business and
results of operations.

The effects of the COVID-19 pandemic have and may continue to adversely affect our business, financial results, and results of
operations. The coronavirus (“COVID-19”) pandemic has been, and continues to be, complex and rapidly evolving, and has
impacted our business, with prior impacts primarily related to supply chain disruption (including higher fulfillment costs and
component shortages) and labor constraints. The duration and extent of the impact of the COVID-19 pandemic on our business,
operations and financial results depends on factors that cannot be accurately predicted at this time, such as the severity and
transmission rate of COVID-19, the emergence of new variants of the virus, the length of the pandemic, and the impact of these
and other factors on our stakeholders.

The U.S. federal, state, and local governments as well as non-U.S. governments, to varying degrees, have imposed, and may
again impose, several protocols and regulations restricting activities of individuals in an effort to limit the spread of COVID-19.
Over the course of the pandemic we have implemented a number of measures in an effort to protect the health and well-being of
our employees, customers and suppliers, including having the majority of office workers work remotely during the height of the
pandemic and gradually returning to offices as restrictions are lifted, limiting employee travel where appropriate, and
implementing more strenuous health and safety measures for hosting and attending in-person industry events. We continue to
allow our employees to come back to work in our offices in a controlled approach, with modified business practices and
increased health and safety protocols, consistent with government regulations and guidelines. However, there is no guarantee
that such protocols will be successful in preventing the spread of COVID-19 amongst our employees, and even as employees
return to our offices, we may be prevented from conducting business activities at full capacity for an indefinite period of time.
The extent and duration of future workplace restrictions and limitations, particularly in sites with significant headcount, could
adversely impact our operations and our ability to execute on strategic imperatives for our business. The potential negative

17
effects to our operations, including reductions in production levels, research and development activities, and increased efforts to
mitigate the impact of COVID-19, may adversely affect our ability to deliver our products, solutions and services.

Further, the conditions caused by COVID-19 have affected, and may continue to affect, the overall demand environment for our
products, solutions and services. The level of demand for certain product components has resulted in, and may continue to
result in, lengthened lead times and higher input costs, including freight. This has impacted, and may continue to impact, our
ability to meet customer demand as well as profitability. An inability to meet customer demand may also adversely affect our
customers’ ability or willingness to purchase our products, solutions or services. Additionally, our financial results may be
adversely impacted by challenges in the macroeconomic environment, including market inflation, as a result of global supply
chain shortages.

If COVID-19 or its variants become more prevalent in the locations where our customers, suppliers, or we conduct business, we
may experience more pronounced disruptions in our operations. If we are not able to respond to and manage the impact of such
events effectively, our business and results of operations in future periods may be adversely affected. Moreover, the impacts of
the COVID-19 pandemic may exacerbate other pre-existing risks, such as global economic conditions, political, regulatory,
social, financial, operational and cybersecurity as well as similar risks relating to our suppliers and customers, any of which
could have a material adverse effect on our business.

We are exposed to risks under large, multi-year system and solutions and services contracts that may negatively impact our
business. We enter into large, multi-year system and solutions and services contracts with our customers that expose us to risks,
including among others: (i) technological risks, especially when contracts involve new technology; (ii) financial risks, including
the accuracy of estimates inherent in projecting costs associated with large, long-term contracts and the related impact on
operating results; and (iii) cybersecurity risks, especially in solutions or managed services contracts with customers that process
personal data. Recovery of front-loaded costs incurred on long-term managed services and software-based solutions contracts
with customers is dependent on the continued viability of such customers. The insolvency of customers could result in a loss of
anticipated future revenue attributable to that program or product, which could have an adverse impact on our profitability.

We enter into fixed-price contracts that could subject us to losses in the event we fail to properly estimate our costs. If our
initial cost estimates are incorrect, we can lose money on these contracts. Because many of these contracts involve new
technologies and applications and require the Company to engage subcontractors and can last multiple years, unforeseen events,
such as technological difficulties, fluctuations in the price of raw materials, problems with our subcontractors or suppliers, and
other cost overruns, can result in the contract pricing becoming less favorable or even unprofitable to us and have an adverse
impact on our financial results. In addition, a significant increase in inflation rates could have an adverse impact on the
profitability of longer-term contracts.

We utilize the services of subcontractors to perform under many of our contracts, and the inability of our subcontractors to
perform in a timely and compliant manner could negatively impact our performance obligations as the prime contractor. We
engage subcontractors on many of our contracts and our use of subcontractors has and may continue to increase as we expand
our global solutions and services business. Our subcontractors may further subcontract performance and may supply third-party
products and software. We may have disputes with our subcontractors, including disputes regarding the quality and timeliness
of work performed by a subcontractor and the functionality, warranty and indemnities of products, software, and services
supplied by a subcontractor. We are not always successful in passing along customer requirements to our subcontractors, and
thus in some cases may be required to absorb contractual risks from our customers without corresponding back-to-back
coverage from our subcontractors. Our subcontractors may not be able to acquire or maintain the quality of the materials,
components, subsystems, and services they supply, or secure preferred warranty and indemnity coverage from their suppliers,
which might result in greater product returns, service problems, warranty claims and costs, and regulatory compliance issues
and could harm our business, financial condition, and results of operations.

We have outsourced portions of certain business operations such as repair, distribution, engineering services, and information
technology services and may outsource additional business operations, which limits our control over these business operations
and exposes us to additional risk as a result of the actions of our outsource partners. We are not able to directly control certain
business operations that we outsource. Our outsource partners may not prioritize our business over that of their other customers
and they may not meet our desired level of service, cost reductions, or other metrics. In some cases, our outsource partners’
actions may result in our being found to be in violation of laws or regulations, such as import or export regulations. As many of
our outsource partners operate outside of the U.S., our outsourcing activity exposes us to information security vulnerabilities
and increases our global risks. In addition, we are exposed to the financial viability of our outsource partners. Once a business
activity is outsourced, we may be contractually prohibited from, or may not practically be able to, bring such activity back
within the Company or move it to another outsource partner. The actions of our outsource partners could result in reputational
damage to us and could negatively impact our financial results. Further, we have from time-to-time, and in certain instances
will continue to, transition our outsourced operations to new service providers and/or to different geographies. Such transition
activities between new or existing outsource partners or across different geographies, as well as insourcing activities, could

18
result in additional cost, time and management attention in order to effectively manage the transition, which could negatively
impact our financial results.

Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business
practices could negatively impact our business. It is our policy to require suppliers, subcontractors, distributors, resellers, and
third-party sales representatives (“TPSRs”) to operate in compliance with applicable laws, rules, and regulations, including
those regarding working conditions, employment practices, environmental compliance, anti-corruption, and trademark and
copyright licensing. However, we do not control their labor and other business practices. If one of our suppliers, subcontractors,
distributors, resellers, or TPSRs violates labor or other laws or implements labor or other business practices that are regarded as
unethical, the shipment of finished products to us could be interrupted, orders could be canceled, relationships could be
terminated, and our reputation could be damaged. If one of our suppliers or subcontractors fails to procure necessary license
rights to trademarks, copyrights, or patents, legal action could be taken against us that could impact the salability of the
Company’s products and solutions, and expose us to financial obligations to a third-party. Any of these events could have a
negative impact on our sales and results of operations.

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.

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.

Final assembly of certain of our products is performed by third-party electronics manufacturers. We may be dependent on these
third-party electronics manufacturers as a sole-source of supply for the manufacture of such products. A failure by such
manufacturers to provide manufacturing services to us as we require, or any disruption in such manufacturing services up to
and including a catastrophic shut-down, may adversely affect our business results. Because we rely on these third-party
electronics manufacturers to manufacture our products, we may incur increased business continuity risks. We are not able to
exercise direct control over the assembly or related operations of certain of our products. If these third-party manufacturers
experience business difficulties or fail to meet our manufacturing needs, then we may be unable to satisfy customer product
demands, lose sales, and be unable to maintain customer relationships. Longer production lead times may result in shortages of
certain products and inadequate inventories during periods of unanticipated higher demand. Without such third parties
continuing to manufacture our products, we may have no other means of final assembly of certain of our products until we are
able to secure the manufacturing capability at another facility or develop an alternative manufacturing facility. This transition
could be costly and time consuming. We have taken actions to diversify, and may take additional actions to diversify in the
future, our product sourcing footprint. Such actions have, and may again, result in additional costs.

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, 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. Also, credit
constraints at our suppliers could cause us to accelerate payment of accounts payable by us, impacting our cash flow.

19
In addition, our current contracts with certain suppliers may be canceled or not extended by such suppliers and, therefore, not
afford us with sufficient protection against a reduction or interruption in supplies. Moreover, in the event any of these suppliers
breach their contracts with us, our legal remedies associated with such a breach may be insufficient to compensate us for any
damages it may suffer.

Financial and Market Risks

The impact of changes in customs duties and trade policies in the United States and corresponding actions by other countries in
which the Company does business could adversely affect our financial performance. The Company currently imports a
significant percentage of our products into the U.S., and an increase in customs duties with respect to these imports could
negatively impact the Company’s financial performance. Although the Company has taken actions to diversify its product
sourcing footprint, these efforts may not be sufficient to mitigate negative impacts on the Company’s financial performance
resulting from an increase in customs duties.

Taxing authority challenges may lead to tax payments exceeding current reserves. We are subject to, and may become subject
to, ongoing tax examinations in various jurisdictions. As a result, we may record incremental tax expense based on expected
outcomes of such matters. In addition, we may adjust previously reported tax reserves based on expected results of these
examinations. Such adjustments could result in an increase or decrease to the Company’s effective tax rate and cash flows.
Future changes in tax law in various jurisdictions around the world and income tax holidays could have a material impact on
our effective tax rate, foreign rate differential, future income tax expense, and cash flows.

Forecasting our estimated annual effective tax rate is complex and subject to uncertainty, and there may be material differences
between our forecasted and actual tax rates. Forecasts of our income tax position and effective tax rate are complex, subject to
uncertainty and periodic updates because our income tax position for each year combines the effects of a mix of profits earned
and losses incurred by us in various tax jurisdictions with a broad range of income tax rates, as well as changes in the valuation
of deferred tax assets and liabilities, the impact of various accounting rules and changes to these rules, the results of
examinations by various tax authorities, and the impact of any acquisition, business combination, disposition or other
reorganization, or financing transaction.

As a multinational corporation, we conduct our business in many countries and are subject to taxation in many jurisdictions.
The taxation of our business is subject to the application of multiple, and sometimes conflicting, tax laws and regulations, as
well as multinational tax conventions. Many countries have recently adopted, or are considering the adoption of, revisions to
their respective tax laws based on the on-going reports issued by the Organization for Economic Co-operation and
Development (“OECD”)/G20 Base Erosion and Profit Shifting (“BEPS”) Project, which could materially impact our tax
liability due to our organizational structure and significant operations outside of the U.S. Our effective tax rate is highly
dependent upon the geographic distribution of our worldwide earnings or losses resulting from our structure and operating
model, the tax regulations and tax holidays in each geographic region, and the availability of tax credits and carry-forwards.
The application of tax laws and regulations is subject to legal and factual interpretation, judgment, and uncertainty. Tax laws
themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations
and court rulings. Consequently, taxing authorities may impose tax assessments or judgments against us that could materially
impact our tax liability and/or our effective income tax rate.

Economic conditions and financial market disruptions may adversely affect our business and results of operations. Adverse
economic conditions or reduced information technology spending may negatively impact our business. General disruption of
financial markets and a related general economic downturn 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 may be
necessary and might lead to restructuring charges. A tightening of financial credit 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.

It is important that we are able to obtain many different types of insurance, and if we are not able to obtain insurance or
exhaust our coverage, we may be forced to retain the risk. We have many types of insurance coverage and are also self-insured
for some risks and obligations. Our third-party insurance coverage varies from time to time in both type and amount depending
on availability, cost and our decisions with respect to risk retention. Economic conditions and uncertainties in global markets
may adversely affect the cost and other terms upon which we are able to obtain third-party insurance. In addition, our third-
party insurance policies are subject to deductibles, policy limits, and exclusions that result in our retention of a level of risk on a
self-insurance basis. Further, certain types of coverages may be difficult or expensive to obtain. We self-insure against certain

20
business risks and expenses where we believe we can adequately self-insure against the anticipated exposure and risk or where
insurance is either not deemed cost-effective or is not available. If the amount of our third-party insurance coverage is not
available or adequate to cover all claims or liabilities, or to the extent we have elected to self-insure, we may be forced to bear
substantial costs from an accident, incident, or claim. Losses not covered by insurance could be substantial and unpredictable
and could adversely affect our financial condition and results of operations.

Our indebtedness could adversely affect our business. Our indebtedness could have important consequences, including the
following:

• We may experience difficulty in satisfying our obligations with respect to our existing indebtedness or future
indebtedness;
• Our ability to obtain additional financing for working capital, capital expenditures, acquisitions, or general corporate
purposes may be impaired;
• We may be at a competitive disadvantage with reduced flexibility in planning for, or responding to, changing
conditions in the industry, including increased competition; and
• We may be more vulnerable to economic downturns and adverse developments in the business.

We expect to fund our expenses and to pay the principal and interest on our indebtedness from cash flow from operations. Our
ability to meet our expenses and to pay principal and interest on our indebtedness when due depends on our future performance
and ability to collect cash from our customers, which will be affected by financial, business, economic, and other factors. We
will not be able to control many of these factors, such as economic conditions in the markets where we operate and pressure
from competitors.

If our business does not generate sufficient cash flows from operations or if future borrowings are not available to us in an
amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a
portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments, or seek to raise
additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to effect
any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our
indebtedness will depend on the condition of the capital and debt markets and our financial condition at such time. Any
refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants,
which could further restrict business operations. The terms of anticipated or future debt instruments may limit or prevent us
from taking any of these actions. In addition, any failure to make scheduled payments of interest and/or principal on
outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to access
additional capital on commercially reasonable terms or at all. 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.

Our use of derivative financial instruments to reduce interest rate risk may result in added volatility in our operating results.
We do not hold or issue derivative financial instruments for trading purposes. However, we do utilize derivative financial
instruments to reduce interest rate risk associated with our indebtedness. To manage variable interest rate risk, we entered into
forward interest rate swap agreements, which will effectively convert a portion of our indebtedness into a fixed rate loan. Under
generally accepted accounting principles, changes in the fair values of the swap contracts are reflected in our Consolidated
Statements of Operations as a component of “Interest expense, net” if not hedged. The associated impact on our quarterly
operating results is directly related to changes in prevailing interest rates. 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.

Legal and Regulatory Risks

We could be adversely impacted by changes in accounting standards and subjective assumptions, estimates, and judgments by
management related to complex accounting matters. Generally accepted accounting principles and related accounting
pronouncements, implementation guidelines, and interpretations with regard to a wide range of matters that are relevant to our
businesses, including, but not limited to, revenue recognition, business acquisition purchase price allocations, impairment of
goodwill and other intangible assets, inventories, tax matters, and litigation and other contingent liabilities are highly complex
and involve many subjective assumptions, estimates, and judgments. Changes in these rules or their interpretation or changes in
underlying assumptions, estimates, or judgments could significantly change our reported or expected financial performance or
financial condition. New accounting guidance may also require systems and other changes that could increase our operating
costs and/or change our financial statements.

Laws and regulations relating to the handling of personal data may result in increased costs, legal claims, or fines against the
Company. As part of our operations, the Company collects, uses, stores, and transfers personal data of third parties, employees
and limited customer data in and across various jurisdictions. Laws and regulations relating to the handling of such personal

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data may result in increased costs, legal claims, or fines against the Company. Existing laws and emerging regulations may be
inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations. Government
officials, regulators and privacy advocates are increasingly scrutinizing how companies collect, process, use, store, share and
transmit personal data, which may result in new interpretations of existing laws that impact our business. Compliance with
these laws may require us to, among other things, make changes in services, business practices, or internal systems that may
result in increased costs, lower revenue, reduced efficiency, or greater difficulty in competing with foreign-based firms.
Further, there is no assurance that we will be able to meet additional requirements that may be imposed on the transfer of
personal data without incurring expenses. We may experience reluctance or refusal by customers to purchase or continue to use
our services due to concerns regarding their data protection obligations. Our actual or perceived failure to comply with
applicable laws and regulations or other obligations to which we may be subject, or to protect personal data from unauthorized
access, use, or other processing, may subject the Company to enforcement actions and regulatory investigations, claims, legal
proceedings or other actions, reputational harm and loss of goodwill, any of which could have a material adverse effect on our
operations, financial performance, and business.

The unfavorable outcome of any pending or future litigation, arbitration, or administrative action could have a material
adverse effect on our financial condition or results of operations. From time to time we are a party to litigation, arbitration, or
administrative actions. Our financial results and reputation could be negatively impacted by unfavorable outcomes to any
pending or future litigation or administrative actions, including those related to the Foreign Corrupt Practices Act, the U.K.
Bribery Act, or other anti-corruption laws. There can be no assurances as to the favorable outcome of any litigation or
administrative proceedings. In addition, it can be very costly to defend litigation or administrative proceedings and these costs
could negatively impact our financial results.

We are subject to a wide range of product regulatory and safety, consumer, worker safety, and environmental laws. Our
operations and the products we manufacture and/or sell are subject to a wide range of product regulatory and safety, consumer,
worker safety, and environmental laws and regulations. Compliance with such existing or future laws and regulations could
subject us to future costs or liabilities, impact our production capabilities, constrict our ability to sell, expand or acquire
facilities, restrict what products, solutions and services we can offer, and generally impact our financial performance. Some of
these laws are environmental and relate to the use, disposal, remediation, emission and discharge of, and exposure to hazardous
substances. These laws often impose liability and can require parties to fund remedial studies or actions regardless of fault. We
continue to incur disposal costs and have ongoing remediation obligations. Environmental laws have tended to become more
stringent over time and any new obligations under these laws could have a negative impact on our operations or financial
performance.

Laws focused on the energy efficiency of electronic products and accessories; recycling of both electronic products and
packaging; reducing or eliminating certain hazardous substances in electronic products; and the transportation of batteries
continue to expand significantly. Laws pertaining to accessibility features of electronic products, standardization of connectors
and power supplies, the transportation of lithium-ion batteries, and other aspects are also proliferating. There are also
demanding and rapidly changing laws around the globe related to issues such as product safety, radio interference, radio
frequency radiation exposure, medical related functionality, and consumer and social mandates pertaining to use of wireless or
electronic equipment. These laws, and changes to these laws, could have a substantial impact on whether we can offer certain
products, solutions, and services, and on what capabilities and characteristics our products, solutions or services can or must
include.

These laws impact our products and negatively affect our ability to manufacture and sell products competitively. We expect
these trends to continue. In addition, we anticipate that we will see increased demand to meet voluntary criteria related to
reduction or elimination of certain constituents from products, increasing energy efficiency, and providing additional
accessibility.

Increased public awareness and worldwide focus on environmental and climate change issues has led to legislative and
regulatory efforts to limit greenhouse gas emissions, and may result in more international, federal or regional requirements or
industry standards to reduce or mitigate global warming. ESG requirements and other increased regulation of climate change
concerns could subject us to additional costs and restrictions and require us to make certain changes to our manufacturing
practices and/or product designs, which could negatively impact our business, results of operations, financial condition and
competitive position.

From time to time, we create and publish voluntary disclosures regarding ESG matters. Identification, assessment, and
disclosure of such matters is complex. Many of the statements in such voluntary disclosures are based on our expectations and
assumptions, which may require substantial discretion and forecasts about costs and future circumstances. However, if our ESG
practices or business portfolio do not meet evolving investor or other stakeholder expectations and standards, then our
reputation, our ability to attract or retain employees and our attractiveness as an investment, supplier, business partner, or
acquiror could be negatively impacted. In addition, we note that certain ESG matters are becoming less “voluntary” as
regulators, including the SEC, begin proposing and adopting regulations regarding ESG matters, including, but not limited to
climate change-related matters. To the extent we are subject to increased regulatory requirements, we could become subject to

22
increased compliance-related costs and risks, including potential enforcement and litigation. Such ESG matters may also impact
our suppliers and customers, which may compound or cause new impacts on our business, financial condition or results of
operations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our corporate headquarters are located in Lincolnshire, Illinois; a northern suburb of Chicago. We also operate manufacturing,
repair, distribution and warehousing, administrative, research, and sales facilities in other U.S. and international locations.

As of December 31, 2022, the Company owned three laboratory and warehouse facilities located in the U.S., U.K., and Canada.

As of December 31, 2022, the Company had a total of 117 leased facilities with locations spread globally; 41 of which are
located in the U.S. and 76 of which are located in other countries. See Note 13, Leases in the Notes to Consolidated Financial
Statements for further details related to the Company’s lease arrangements.

We generally consider the productive capacity of our facilities to be adequate and sufficient for our requirements. The extent of
utilization of each manufacturing facility varies throughout the year.

Item 3. Legal Proceedings

Beginning in September 2021, Honeywell filed patent infringement lawsuits against Zebra in multiple jurisdictions, including
the International Trade Commission and Federal District Court in the Western District of Texas in the United States, as well as
foreign courts in the United Kingdom, Germany, Netherlands, and China. Honeywell made substantially similar allegations of
patent infringement in all cases filed. The technology addressed in the various actions generally includes aspects of data
capture, barcode reading, and scanning. The allegedly infringing Zebra products identified in the actions were described as
barcode scanners, mobile computers with barcode scanning capabilities, scan engines, and components thereof. The remedies
sought in these lawsuits included damages and injunctive relief. The same Zebra products and technology were implicated in all
of the lawsuits. Zebra vigorously defended against these infringement allegations. In February 2022, Zebra filed patent
infringement lawsuits against Honeywell in multiple jurisdictions, including the International Trade Commission and Federal
District Court in the Eastern District of New York in the United States, as well as foreign courts in the United Kingdom,
Germany and China. Zebra’s allegations against Honeywell in each case varied based on the underlying technology in the
Zebra patent that is alleged to have been infringed by Honeywell. The technology addressed in the various actions includes scan
engine functionality generally, distance scanning, power management and security. The Honeywell products that are accused of
infringing Zebra’s patents in the various actions include scan engines and components thereof, barcode scanners, mobile
computers, RFID printers and other wireless devices. The remedies sought in these lawsuits included damages and injunctive
relief. In June 2022, the parties resolved their disputes and entered into a License and Settlement Agreement (“Settlement”).
All pending matters between the parties were dismissed. The following are the relevant terms disclosed in Zebra’s Form 8-K
filed on June 30, 2022: Under the Settlement, the Company and Honeywell each deny liability and agreed to a mutual general
release from all past claims; entered into a covenant not to sue for patent infringement; agreed to a payment by the Company to
Honeywell for past damages of $360 million which was charged in the Company’s second quarter 2022 results and will be paid
in equal quarterly installments over eight quarters; and entered into a royalty-free cross-license with respect to each party’s
existing patent portfolio for the lives of the licensed patents.

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

Item 4. Mine Safety Disclosures

Not applicable.

23
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities

Stock Information
Our Class A Common Stock is traded on the NASDAQ Stock Market, LLC under the symbol “ZBRA”.

As of February 9, 2023, the last reported price for the Company’s Class A Common Stock was $316.56 per share, and there
were 91 registered stockholders of record for Zebra’s Class A Common Stock. The number of beneficial owners is substantially
greater than the number of stockholders of record because a large portion of our Class A common stock is transacted through
banks and brokers.

Dividend Policy
Since our initial public offering in 1991, we have not declared any cash dividends or distributions on our capital stock. We
currently do not anticipate paying any cash dividends in the foreseeable future.

Treasury Shares
The following table sets forth information with respect to repurchases of the Company’s common stock for the three months
ended December 31, 2022.

Approximate
Dollar Value of
Total Number of Shares that May
Shares Yet Be
Purchased as Purchased Under
Total Number of Part of Publicly the Plans or
Shares Average Price Announced Plans Programs (in
Period Purchased Paid per Share or Programs (1) millions) (1)
October 2, 2022 - October 29, 2022 187,024 $ 267.33 187,024 $ 992
October 30, 2022 - November 26, 2022 12 282.67 12 992
November 27, 2022 - December 31, 2022 187,629 250.50 187,629 945
Total 374,665 $ 258.90 374,665 $ 945

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

24
 Stock Performance Graph
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, 2022. The comparison assumes that $100 was invested in each of the Company’s Class A
Common Stock, the S&P 500 Index, and the S&P 500 Information Technology Index as of the market close on December 31,
2017. Note that historic stock price performance is not necessarily indicative of future stock price performance.

Value at each year-end of $100 initial investment made on December 31, 2017
12/17 12/18 12/19 12/20 12/21 12/22
Zebra Technologies Corporation $ 100.00 $ 153.40 $ 246.09 $ 370.26 $ 573.41 $ 247.02
S&P 500 $ 100.00 $ 95.62 $ 125.72 $ 148.85 $ 191.58 $ 156.89
S&P 500 Information Technology $ 100.00 $ 99.71 $ 149.86 $ 215.63 $ 290.08 $ 208.30

25
Item 6. [Reserved]

26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

This section generally discusses fiscal 2022 and 2021 items and year-over-year comparisons between 2022 and 2021.
Discussions of 2020 items and year-over-year comparisons between 2021 and 2020 are not included herein. Refer to
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for that discussion.

Overview
The Company is a global leader providing Enterprise Asset Intelligence (“EAI”) solutions 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 products and services. 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”). Refer to Part I, Item 1 of this document for additional information.

• The AIT segment is an industry leader in barcode printing and asset tracking technologies. Its major product lines
include barcode and card printers, 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, RFID, fixed industrial scanning and machine vision, services, workflow
optimization solutions and location solutions. Our workflow optimization solutions include cloud-based software
subscriptions, retail solutions, and robotic automation solutions.

During the past year, we have maintained our position as a market leader in our core businesses, which are generally considered
to be comprised of our mobile computing and data capture products, printing products and supplies, as well as support and
repair services. Customers across the industries that we serve have benefited from our core offerings to keep pace with the
increasingly on-demand economy and to invest in their long-term technology capabilities.

The Company has continued to make strategic investments to accelerate progress in certain adjacent and expansion markets. In
June 2022, the Company acquired Matrox Electronic Systems Ltd. (“Matrox) for $881 million in cash, net of Matrox’s cash on-
hand. Matrox, part of our EVM segment, is a leading provider of advanced machine vision components and software serving
many end-markets. Through its acquisition of Matrox, the Company significantly expanded its machine vision products and
software offerings. The Company also continues to focus on scaling and integrating our other recent acquisitions (Antuit.ai,
Fetch Robotics, Adaptive Vision Sp. z.o.o., and Reflexis) providing growth opportunities across our software and robotic
solution offerings. These investments were funded partly through cash flow generation from our core businesses operations as
well as through borrowings and other working capital facilities that enable us to maintain strong liquidity and manageable debt
leverage.

As part of our ongoing supply chain optimization and resiliency initiatives, we extended the transition timeline of our
distribution center in North America. The transition negatively impacted product fulfillment and operating results in the third
quarter and contributed to elevated inventory levels. To mitigate the impacts associated with that transition, we resumed
servicing customer orders through our existing logistics service provider. Additionally, in January 2023, we terminated our
contractual arrangement with the new service provider and have directly assumed the distribution center lease and have staffed
the facility with Zebra employees, hence assuming all operational activities at the location.

We are actively managing our inventory levels and have been addressing certain component part shortages through a
combination of entering long-term supply commitments with key vendors, utilizing expedited modes of transportation, as well
as executing select product re-designs. We anticipate inventory levels to remain elevated from historical levels as we continue
to manage through supply chain challenges.

Macroeconomic Environment

The acceleration of broad global cost inflation, a rising interest rate environment, and a stronger U.S. dollar in the current year
have negatively impacted our operating results. We have partially mitigated the financial impacts of these headwinds through a
combination of targeted price increases, as well as our ongoing foreign currency exchange and interest rate risk management
programs. We believe that this challenging operating environment, partially due to the COVID-19 pandemic and Russia/
Ukraine war, has contributed to a deceleration of certain customer demand, particularly late in the current year. The Company
expects these macro conditions to persist into 2023.

27
In the first quarter of 2022, we announced the suspension of our business operations in Russia. Neither Russia nor Ukraine
comprises a material portion of our business; therefore, the war thus far has not had a significant effect on our results of
operations. Additionally, the war has not significantly affected our ability to source supplies or deliver our products and
services to our customers in the surrounding EMEA region. We will continue to monitor this for potential future adverse
impacts on our business.

In 2020, the global COVID-19 pandemic resulted in significant declines in customer demand and supply chain disruptions,
which negatively impacted the Company’s Net sales and overall profitability. In 2021, customer demand sharply rebounded as
the underlying trend to digitize and automate workflows accelerated, which, along with pent-up demand from customers who
we believe previously delayed purchases due to the pandemic, benefited the Company’s 2021 sales and profitability. The level
of demand for certain product components resulted in lengthened lead times, component shortages, and higher input costs,
including freight and component parts. Component shortages for certain products and elevated input costs continued in 2022
which negatively impacted our ability to meet customer demand and our operating results.

2022 Financial Highlights and Other Recent Developments

• Net sales were $5,781 million in the current year compared to $5,627 million in the prior year.
• Operating income was $529 million in the current year compared to $979 million in the prior year.
• Net income was $463 million, or $8.80 per diluted share in the current year, compared to Net income of $837 million,
or $15.52 per diluted share in the prior year.
• Operating cash flow was $488 million in the current year compared to $1,069 million in the prior year.
• We repurchased $751 million of common shares in the current year compared to $57 million in the prior year.

Restructuring Activity
In the third quarter of 2022, the Company committed to certain organizational changes and leased site rationalization actions
designed to generate structural cost efficiencies (collectively referred to as the “2022 Productivity Plan”). The total cost under
the 2022 Productivity Plan, which is expected to be completed in 2023, is estimated to be approximately $25 million. Exit and
restructuring charges associated with the 2022 Productivity Plan were $12 million for the year ended December 31, 2022. The
Company incurred Exit and restructuring costs, under previously announced programs of $2 million, $7 million, and $11
million for the years ended December 31, 2022, 2021 and 2020, respectively.

License and Settlement Agreement

On June 30, 2022, the Company announced it entered into a License and Settlement Agreement (“Settlement”) resulting in a
$372 million pre-tax charge, inclusive of $12 million of external legal fees, within Operating expenses on the Consolidated
Statement of Operations. Under the Settlement, Zebra agreed to pay $360 million to the counterparty in eight quarterly
payments of $45 million which began in the second quarter. See Item 3, Legal Proceedings and Note 14, Accrued Liabilities,
Commitments, and Contingencies for additional information.

Change in Segments
In the first quarter of 2022, the location solutions offering, which provides a range of RTLS and services that generate on-
demand information about the physical location and status of high-valued assets, equipment, and people, moved from our AIT
segment into our EVM segment contemporaneous with a change in our organizational structure and management of the
business. We have reported our results reflecting this change, including historical periods, on a comparable basis. This change
did not have an impact to the Consolidated Financial Statements.

28
Results of Operations: Year Ended 2022 versus 2021 and Year Ended 2021 versus 2020

Consolidated Results of Operations

(amounts in millions, except percentages)

Year Ended December 31, Percent Percent

Change Change
2022 2021 2020 2022 vs 2021 2021 vs 2020
Net sales:
Tangible products $ 4,915 $ 4,845 $ 3,813 1.4 % 27.1 %
Services and software 866 782 635 10.7 % 23.1 %
Total Net sales 5,781 5,627 4,448 2.7 % 26.5 %
Gross profit 2,624 2,628 2,003 (0.2)% 31.2 %
Gross margin 45.4 % 46.7 % 45.0 % (130) bps 170 bps
Operating expenses 2,095 1,649 1,352 27.0 % 22.0 %
Operating income $ 529 $ 979 $ 651 (46.0)% 50.4 %

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

Year Ended December 31, Percent Percent

Change Change
2022 2021 2020 2022 vs 2021 2021 vs 2020
North America $ 2,919 $ 2,819 $ 2,319 3.5 % 21.6 %
EMEA 1,920 1,976 1,495 (2.8)% 32.2 %
Asia-Pacific 609 543 439 12.2 % 23.7 %
Latin America 333 289 195 15.2 % 48.2 %
Total Net sales $ 5,781 $ 5,627 $ 4,448 2.7 % 26.5 %

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

Year Ended December 31, As a Percentage of Net sales

2022 2021 2020 2022 2021 2020
Selling and marketing $ 607 $ 587 $ 483 10.5 % 10.4 % 10.9 %
Research and development 570 567 453 9.9 % 10.1 % 10.2 %
General and administrative 375 348 304 6.5 % 6.2 % 6.8 %
Settlement and related costs 372 — — 6.4 % — —
Amortization of intangible assets 136 115 78 NM NM NM
Acquisition and integration costs 21 25 23 NM NM NM
Exit and restructuring costs 14 7 11 NM NM NM
Total Operating expenses $ 2,095 $ 1,649 $ 1,352 36.2 % 29.3 % 30.4 %

Consolidated Organic Net sales growth:

Year Ended December 31,
2022 2021
Reported GAAP Consolidated Net sales growth 2.7 % 26.5 %
Adjustments:
Impact of foreign currency translations (1) 2.0 % (2.1)%
Impact of acquisitions (2) (1.5)% (1.2)%
Consolidated Organic Net sales growth (3) 3.2 % 23.2 %

(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.

29
(2) For purposes of computing Organic Net sales growth, amounts directly attributable to business acquisitions are excluded
for twelve months following their respective acquisitions.

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

2022 compared to 2021

Total Net sales increased $154 million or 2.7% compared to the prior year as our customers continue to digitize and automate
their workflows. Net sales grew across both of our segments and most of our regions. Current year Net sales of both segments
were negatively impacted by supply chain bottlenecks, which were particularly pronounced in our EVM segment. Prior year
Net sales of both segments benefited from pent-up demand from customers who we believe delayed purchases in fiscal 2020
due to the COVID-19 pandemic. Excluding the effects of currency changes and acquisitions, the increase in Consolidated
Organic Net sales was 3.2%.

Gross margin decreased to 45.4% for the current year compared to 46.7% in the prior year. Gross margins were lower in both of
our segments. The decrease in gross margin was primarily due to higher premium freight and component part costs, the
negative impact of foreign currency changes, unfavorable business mix, and lower support service margins, partially offset by
targeted price increases. The prior year gross margin included the benefit of partial recovery of Chinese import tariffs.

Operating expenses for the years ended December 31, 2022 and 2021 were $2,095 million and $1,649 million, or 36.2% and
29.3% of Net sales, respectively. Excluding the Settlement charge, Operating expenses were 29.8% of Net sales in the current
year, with an increase over the prior year primarily due to the inclusion of operating expenses and amortization of intangible
assets associated with recently acquired businesses, and increased employee travel, which were partially offset by lower
employee incentive-based compensation.

Operating income was $529 million for the current year compared to $979 million for the prior year. The decrease was
primarily due to the negative impact of the Settlement charge.

Net income decreased 44.7% compared to the prior year due to lower Operating income and a higher income tax rate, which
were partially offset by favorability in Other income (expense), net as follows:

• Other income (expense), net was income of $15 million for the current year, compared to an expense of $11 million in
the prior year primarily due to the current year benefiting from an $83 million gain on interest rate swaps compared to
a $13 million gain in the prior year, which was partially offset by higher interest expense due to higher average
outstanding debt levels and interest rates in the current year.

• The Company’s effective tax rates for the years ended December 31, 2022 and December 31, 2021 were 14.9% and
13.5%, respectively. The increase in the effective tax rate compared to the prior year was primarily due to settlements
with tax authorities, unfavorable return to provision adjustments, and lower share-based compensation deductions.

Diluted earnings per share decreased to $8.80 as compared to $15.52 in the prior year due to lower Net income, partially offset
by lower average shares outstanding.

Results of Operations by Segment

The following commentary should be read in conjunction with the financial results of each operating business segment as
detailed in Note 20, 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 in the current year).

30
Asset Intelligence & Tracking Segment (“AIT”)
(amounts in millions, except percentages)
Year Ended December 31, Percent Percent
Change Change
2022 2021 2020 2022 vs 2021 2021 vs 2020
Net sales:
Tangible products $ 1,641 $ 1,563 $ 1,286 5.0 % 21.5 %
Services and software 95 94 83 1.1 % 13.3 %
Total Net sales 1,736 1,657 1,369 4.8 % 21.0 %
Gross profit 746 759 653 (1.7)% 16.2 %
Gross margin 43.0 % 45.8 % 47.7 % (280) bps (190) bps
Operating expenses 386 377 322 2.4 % 17.1 %
Operating income $ 360 $ 382 $ 331 (5.8)% 15.4 %

AIT Organic Net sales growth:

Year Ended December 31,
2022 2021
AIT Reported GAAP Net sales growth 4.8 % 21.0 %
Adjustments:
Impact of foreign currency translations (1) 1.9 % (1.9)%
AIT Organic Net sales growth (2) 6.7 % 19.1 %

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

2022 compared to 2021

Total Net sales for AIT increased $79 million or 4.8% compared to the prior year primarily due to higher sales of printing
products (contributing the majority of the total increase), supplies, and support services. Current year Net sales included the
benefit of targeted price increases as well as the negative effects of supply chain bottlenecks, while prior year Net sales
benefited from pent-up demand from customers who we believe delayed purchases in fiscal 2020 due to the COVID-19
pandemic. Excluding the impact of foreign currency changes, AIT Organic Net sales growth was 6.7%.

Gross margin decreased to 43.0% in the current year compared to 45.8% in the prior year primarily due to higher premium
freight and component part costs, the negative impact of foreign currency changes, and unfavorable business mix, partially
offset by targeted price increases. The prior year gross margin included the benefit of partial recovery of Chinese import tariffs.

Operating income decreased 5.8% in the current year compared to the prior year due to lower Gross profit and higher Operating
expenses.

31
Enterprise Visibility & Mobility Segment (“EVM”)
(amounts in millions, except percentages)
Percent Percent
Year Ended December 31, Change Change
2022 2021 2020 2022 vs 2021 2021 vs 2020
Net sales:
Tangible products $ 3,274 $ 3,282 $ 2,527 (0.2)% 29.9 %
Services and software 771 694 559 11.1 % 24.2 %
Total Net sales 4,045 3,976 3,086 1.7 % 28.8 %
Gross profit 1,878 1,875 1,363 0.2 % 37.6 %
Gross margin 46.4 % 47.2 % 44.2 % (80) bps 300 bps
Operating expenses 1,166 1,125 906 3.6 % 24.2 %
Operating income $ 712 $ 750 $ 457 (5.1)% 64.1 %

EVM Organic Net sales growth:

Year Ended December 31,
2022 2021
EVM Reported GAAP Net sales growth 1.7 % 28.8 %
Adjustments:
Impact of foreign currency translations (1) 2.2 % (1.9)%
Impact of acquisitions (2) (2.2)% (1.9)%
EVM Organic Net sales growth (3) 1.7 % 25.0 %

(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, amounts directly attributable to the acquisitions of Adaptive
Vision, Fetch, Antuit, and Matrox are excluded for twelve months following their respective acquisitions.

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

2022 compared to 2021

Total Net sales for EVM increased $69 million or 1.7% compared to the prior year primarily due to higher sales of data capture
products, contributions from our recent acquisitions, and higher sales of support services, which were partially offset by lower
sales of mobile computing products and unfavorable foreign currency changes. Current year Net sales included the benefit of
targeted price increases as well as the negative impact of supply chain bottlenecks, while prior year Net sales benefited from
pent-up demand from customers who we believe delayed purchases in fiscal 2020 due to the COVID-19 pandemic. Excluding
the impacts of foreign currency changes and acquisitions, EVM Organic Net sales growth was 1.7%.

Gross margin decreased to 46.4% in the current year compared to 47.2% in the prior year primarily due to higher premium
freight and component part costs, unfavorable business mix, the negative impact of foreign currency changes, and lower support
service margins, partially offset by targeted price increases. The prior year gross margin included the benefit of partial recovery
of Chinese import tariffs.

Operating income for the current year decreased 5.1% compared to the prior year period primarily due to higher Operating
expenses.

32
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 years indicated (in millions):

Year Ended December 31, $ Change $ Change

2022 2021 2020 2022 vs 2021 2021 vs 2020
Cash flow provided by (used in):
Operating activities $ 488 $ 1,069 $ 962 $ (581) $ 107
Investing activities (968) (546) (641) (422) 95
Financing activities 253 (371) (157) 624 (214)
Effect of exchange rates on cash balances — — (2) — 2
Net (decrease) increase in cash and cash
equivalents, including restricted cash $ (227) $ 152 $ 162 $ (379) $ (10)

2022 vs. 2021

The change in our cash and cash equivalents balance during the current year is reflective of the following:

• The decrease in cash provided by operating activities compared to the prior year was primarily due to higher inventory
levels, current year payments associated with the Settlement, and higher payments of 2021 incentive compensation.
These items were partially offset by favorability in the timing of customer collections and accounts receivable
factoring activity in the current year in comparison to the prior year.

• Cash used in investing activities was higher than the prior year primarily due to the $881 million acquisition of
Matrox, with the prior year including cash payments of $453 million for the acquisitions of Antuit, Fetch, and
Adaptive Vision.

• Cash provided by financing activities during the year included $1,037 million in net debt proceeds primarily related to
the Company's debt refinancing activities in the second quarter, partially offset by $751 million of common stock
repurchases. Cash used in financing activities in the prior year was primarily comprised of $257 million net debt
repayments, $57 million of common stock repurchases, and $56 million of net payments related to share-based
compensation.

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

In May 2022, the Company refinanced its long-term credit facilities by entering into its third amendment to the Amended and
Restated Credit Agreement (“Amendment No. 3”). Amendment No. 3 increased the Company’s borrowing under Term Loan A
from $875 million to $1.75 billion and increased the Company’s borrowing capacity under the Revolving Credit Facility from
$1 billion to $1.5 billion. Amendment No. 3 also extended the maturities of Term Loan A and the Revolving Credit Facility to
May 25, 2027 and replaced LIBOR with SOFR as the benchmark reference rate.

33
Term Loan A
The principal on Term Loan A is due in quarterly installments, with the next quarterly installment due in March 2023 and the
majority due upon maturity in 2027. The Company may make prepayments, in whole or in part, without premium or penalty,
and would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions. As of
December 31, 2022, the Term Loan A interest rate was 5.67%. Interest payments are made monthly and are subject to variable
rates plus an applicable margin.

Revolving Credit Facility

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

Receivables Financing Facilities

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

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

See Note 12, Long-Term Debt in the Notes to Consolidated Financial Statements for further details related to the Company’s
debt instruments.

Receivables Factoring
The Company currently has two Receivables Factoring arrangements, pursuant to which certain receivables are sold to banks
without recourse in exchange for cash. One arrangement allows for the factoring of up to $25 million of uncollected receivables
originated from the EMEA region. The second arrangement allows for the factoring of up to €150 million of uncollected
receivables originated from the EMEA and Asia-Pacific regions. Transactions under the Receivables Factoring arrangements
are accounted for as sales under Accounting Standards Codification 860, Transfers and Servicing of Financial Assets, with the
sold receivables removed from the Company’s balance sheet. Under these Receivables Factoring arrangements, the Company
does not maintain any beneficial interest in the receivables sold. The banks’ purchase of eligible receivables is subject to a
maximum amount of uncollected receivables. The Company services the receivables on behalf of the banks, but otherwise
maintains no significant continuing involvement with respect to the receivables. Sale proceeds that are representative of the fair
value of factored receivables, less a factoring fee, are reflected in Net cash provided by operating activities on the Consolidated
Statements of Cash Flows, while sale proceeds in excess of the fair value of factored receivables are reflected in Net cash used
in financing activities on the Consolidated Statements of Cash Flows.

As of December 31, 2022 and 2021 there were a total of $61 million and $24 million, respectively, of uncollected receivables
that had been sold and removed from the Company’s Consolidated Balance Sheets.

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

See Note 19, Accounts Receivable Factoring in the Notes to Consolidated Financial Statements for further details.

34
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 year ended December 31, 2022, the Company repurchased 2,027,542 shares of
common stock for approximately $751 million. As of December 31, 2022, the Company has cumulatively repurchased
3,323,283 shares of common stock for approximately $1.1 billion, resulting in a remaining amount of share repurchases
authorized under the plans of $945 million. Subsequent to the year ended December 31, 2022, the Company has repurchased
55,811 shares of common stock for approximately $15 million through February 9, 2023.

Future Cash Requirements

We believe that our Cash and cash equivalents, which totaled $105 million as of December 31, 2022, along with anticipated
cash generation from operations and available borrowing capacity on debt and other financing facilities, will be sufficient to
fund the Company’s cash requirements during the next 12 months and thereafter based on our current business plans.

Included in the Company’s Cash and cash equivalents are amounts held by foreign subsidiaries, which was $36 million and $39
million as of December 31, 2022 and 2021, respectively. We do not expect that Cash and cash equivalents held by foreign
subsidiaries will need to be repatriated in order to fund the Company’s U.S. operations based on current cash requirements.

Our cash requirements during the next 12 months and thereafter include payments to satisfy the following obligations:

• Purchase obligations — We have a limited number of multi-year purchase commitments, primarily related to
semiconductors and cloud-services, which contain minimum purchase requirements and are non-cancellable. As of
December 31, 2022, these commitments were approximately $557 million. This amount excludes routine purchase
orders for good and services, as well as amounts already reflected within Accounts payable or Accrued expenses on
the Consolidated Balance Sheet. See Note 14, Accrued Liabilities, Commitments and Contingencies in the Notes to
Consolidated Financial Statements for additional details.

• Debt obligations — We expect to make total payments of approximately $237 million associated with the Company’s
debt facilities in 2023. This expected use of cash is based on the Company’s current borrowings and applicable interest
rates and margins as of December 31, 2022, and includes principal and interest payments along with expected cash
settlements associated with the Company’s interest rate swaps. In the ordinary course of business, the Company may
decide to borrow additional amounts or repay principal earlier than contractually owed, which would affect future cash
payments. See Note 12, Long-Term Debt in the Notes to Consolidated Financial Statements for further details related
to the Company’s debt facilities.

• Leases obligations — We lease certain manufacturing facilities, distribution centers, sales and administrative offices,
equipment, and vehicles. As of December 31, 2022, the Company’s fixed lease commitments totaled $243 million, of
which $46 million is payable in 2023. See Note 13, Leases in the Notes to Consolidated Financial Statements for
further details related to the Company’s lease arrangements.

In addition to the expected cash requirements described above, the Company may use cash to fund strategic acquisitions,
investments, or repurchase common stock under its share repurchase program. We also expect to spend approximately $75
million to $85 million on capital expenditures in 2023.

Critical Accounting Estimates

Management prepared the consolidated financial statements of the Company under accounting principles generally accepted in
the U.S. The application of these principles requires the use of estimates which affect the amounts reported in our consolidated
financial statements. While we believe that our estimates are reasonable based upon available information, actual results could
differ substantially from those estimates. Note 2, Significant Accounting Policies in the Notes to Consolidated Financial
Statements provides additional discussion of these items along with other significant accounting policies of the Company. The
accounting estimates described below have been identified by Management as those that are most critical to our financial
statements, as they require management to make significant judgments and assumptions about inherently uncertain matters.

35
Income Taxes
We estimate a provision or benefit for income taxes and amounts to be settled or recovered in several tax jurisdictions globally.
Our estimates are complex and involve significant judgments and interpretations of regulations. Resolution of income tax
treatments in individual jurisdictions may not be known for several years after completion of a given year. We are also required
to evaluate the realizability of our deferred tax assets on an ongoing basis, which requires estimation of our ability to generate
future taxable income. In particular, our income tax provision or benefit is dependent on our ability to forecast future taxable
income in the U.S., U.K., Singapore, and other jurisdictions. Significant judgments included in our forecasts include projecting
future sales volumes and pricing, costs to manufacture and procure products and to deliver services and solutions, among other
factors. There were no significant changes in estimates to our income tax provision during the current year.

Acquisitions
We account for acquired businesses using the acquisition method of accounting. This method requires that the purchase price be
allocated to the identifiable assets acquired and liabilities assumed at their estimated fair values. The excess of the purchase
price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. The estimates used to determine the
fair values of long-lived intangible assets can be complex and require judgment. We generally value intangible assets using
income-based valuation methodologies, such as the excess earnings method, which require critical estimates that include, but
are not limited to, future expected cash flows from revenues and the determination of discount rates.

Goodwill Impairment
Goodwill impairment testing consists of comparing the estimated fair value of each of our reporting units to its carrying value.
Fair value determinations require judgment and are sensitive to changes in underlying assumptions, estimates, as well as market
factors. We estimate the fair value of reporting units using both income and market-based valuation approaches. Estimating the
fair value of reporting units requires that we make assumptions and estimates including projections of revenue and income
growth rates as well as cash flows; capital investments; competitive and customer trends; appropriate peer group selection;
market-based discount rates and other market factors. Our annual quantitative impairment test, most recently completed in the
fourth quarter of 2022, continues to indicate that the fair values of each of our reporting units significantly exceed their
respective carrying values.

Revenue Recognition
We recognize revenues when we transfer control of promised goods, solutions or services to our customers in an amount that
reflects the consideration we expect to receive. The consideration that we expect to receive is estimated by reflecting
reductions to our transaction price for product returns, rebates, and other incentives. These estimates are developed using the
expected value that the Company anticipates receiving and are based on recent trends observed in similar transactions.
Additionally, some of our contracts with customers contain multiple performance obligations, including various hardware,
software, and/or services. For such contracts that contain multiple performance obligations, we allocate the estimated total
transaction price to each performance obligation based on relative standalone selling prices (“SSP”). The determination of SSP
is established at a regional level. SSP is based on observable prices in recent standalone transactions for the same or similar
offerings, to the extent available, which is often applicable to tangible products and software licenses. Alternatively, in the
absence of recent observable prices, the Company generally applies the expected cost-plus margin approach to professional
services, repair and maintenance services, and solution offerings. There were no changes to our estimation processes for
consideration received or SSP that materially affected revenues during the year.

New Accounting Pronouncements

See Note 2, Significant Accounting Policies in the Notes to Consolidated Financial Statements regarding recent accounting
pronouncements.

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, AIT Organic Net sales growth,
and EVM Organic Net sales growth – 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.

36
Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income to changes in interest rates, commodity prices, and foreign currency changes. Zebra is
primarily exposed to the following types of market risk: interest rate and foreign currency.

Interest Rate Risk

We are exposed to interest rate volatility with regard to existing debt issuances. Our exposures include the London Inter-bank
Offered Rate (“LIBOR”) and the Secured Overnight Financing Rate (“SOFR”). We use interest rate derivative contracts,
including interest rate swaps, to mitigate the majority of the Company’s exposure from interest rate changes on existing debt
and future debt issuances, thereby reducing the volatility of our financing costs and, based on current and projected market
conditions, achieve a desired proportion of fixed versus floating-rate debt. Generally, under these interest rate swaps, we agree
with a counterparty to exchange floating-rate for fixed-rate interest amounts with an agreed upon notional amount.

The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced in 2017 the phase out of LIBOR. We
continue to closely monitor the phase out of LIBOR to assess any impacts to our debt and interest rate swap contracts. We have
already taken actions to amend certain contracts to incorporate a SOFR benchmark rate, and we expect other key contracts will
be amended to incorporate a SOFR benchmark rate before the LIBOR phase out is completed. As of December 31, 2022, our
remaining contracts containing exposure to LIBOR pertain only to LIBOR tenors that will be phased out by June 30, 2023.

As of December 31, 2022, we had approximately $2.0 billion of debt outstanding under our debt facilities, which bears interest
determined by reference to a variable rate index. A one percentage point increase or decrease in interest rates would increase or
decrease annual interest expense by approximately $12 million. This exposure includes the impact of associated forward
interest rate swaps outstanding as of December 31, 2022. Refer to Note 11, Derivative Instruments in the Notes to Consolidated
Financial Statements for further discussion of these risk mitigation activities. Exposure to variable interest may increase or
decrease, to the extent that the Company’s borrowings under its debt facilities increase or decrease, respectively.

Foreign Exchange Risk

We provide products, solutions and services in approximately 190 countries throughout the world and, therefore, at times are
exposed to risk based on movements in foreign exchange rates. In some instances, we invoice customers in their local currency
and have a resulting foreign currency denominated revenue transaction and accounts receivable. We also purchase certain raw
materials and other items in foreign currencies. We manage these risks using derivative financial instruments, including foreign
currency exchange contracts. See Note 11, Derivative Instruments in the Notes to Consolidated Financial Statements for further
discussions of hedging activities.

The currencies that we are primarily exposed to fluctuations in foreign currency exchange rates are the Euro, British Pound
Sterling, and Czech Koruna. A one percentage point increase or decrease in exchange rates relative to the U.S. Dollar would
increase or decrease our pre-tax income by approximately $2 million. This amount is inclusive of the impact of associated
derivative contracts.

37
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

38
 Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Zebra Technologies Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries (the
Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income,
stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S.
generally accepted accounting principles.

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

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

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

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
Accounting for Income Taxes

Description of the As discussed in Note 16 of the financial statements, the Company earns a significant
Matter amount of its operating income across multiple jurisdictions and the Company’s
organizational structure and transactional flows are designed to reflect strategic and
operational business imperatives that change over time. As the Company operates in a
multinational tax environment and incurs income tax obligations in a number of
jurisdictions, complexities and uncertainties can arise in the application of complex tax
regulations to the Company’s multinational operations.

Auditing the application of taxation legislation to the Company’s affairs is inherently

complex, highly specialized and requires judgment. These factors impact the
Company’s estimation of tax exposures, valuation allowances and income tax
provisions.

39
 How We Addressed We obtained an understanding, evaluated the design and tested the operating
the Matter in Our effectiveness of controls over the Company’s identification of and accounting for the
Audit tax impact of changes in the business or significant changes in tax laws. This included
controls over the Company’s evaluation of tax law changes, the evaluation of cross-
jurisdictional transactions and the Company’s tax technical assessment over those
changes and/or transactions.

We involved our tax professionals in the Company’s significant operating jurisdictions

to assist in the evaluation of the Company’s tax obligations and the application of
significant tax law changes. We assessed the completeness of the tax matters
identified, evaluated the Company’s assessment regarding the related status and
potential exposure, assessed the Company’s computations resulting from significant
tax law changes and evaluated the adequacy of the Company’s disclosures of tax and
ongoing tax matters.

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

Description of the During 2022, the Company completed its acquisition of Matrox Electronic Systems
Matter Ltd. (“Matrox”) for net consideration of $881 million, as disclosed in Note 5 to the
consolidated financial statements. The Company’s accounting for the acquisition
required it to determine the fair value of the intangible assets acquired, including
technology assets and customer relationships.

Auditing the Company’s accounting for the acquired intangible assets was complex
and subjective due to the estimation required in management’s determination of the
fair values of these assets. The estimation was significant due to the sensitivity of the
respective fair values to the underlying assumptions, in particular, projected revenue
growth rates and the selected discount rate. These assumptions relate to the future
performance of the acquired business, are forward-looking and could be affected by
future economic and market conditions.

How We Addressed We obtained an understanding, evaluated the design and tested the operating
the Matter in Our effectiveness of controls over the Company’s valuation of acquired intangible assets.
Audit For example, we tested controls over management’s review of the valuation of the
acquired intangibles assets, including the review of the valuation model and significant
assumptions used in the valuation.

To test the fair value of the acquired intangible assets, our audit procedures included,
among others, evaluating the appropriateness of the valuation methodologies used by
management, evaluating the projected revenue growth rates and discount rate, and
testing the completeness and accuracy of underlying data. Evaluating the
reasonableness of the projected revenue growth rates involved comparing the
projections to historical results of the acquired business and current industry and
market trends. We involved our valuation specialists to assist in the evaluation of the
Company’s discount rate by comparing it against a range of reasonable rates that was
independently developed using publicly available market data for comparable entities.

/s/ Ernst & Young LLP

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

Chicago, Illinois
February 16, 2023

40
 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)

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

See accompanying Notes to Consolidated Financial Statements.

41
 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)

Year Ended December 31,

2022 2021 2020
Net sales
Tangible products $ 4,915 $ 4,845 $ 3,813
Services and software 866 782 635
Total Net sales 5,781 5,627 4,448
Cost of sales:
Tangible products 2,699 2,590 2,065
Services and software 458 409 380
Total Cost of sales 3,157 2,999 2,445
Gross profit 2,624 2,628 2,003
Operating expenses:
Selling and marketing 607 587 483
Research and development 570 567 453
General and administrative 375 348 304
Settlement and related costs 372 — —
Amortization of intangible assets 136 115 78
Acquisition and integration costs 21 25 23
Exit and restructuring costs 14 7 11
Total Operating expenses 2,095 1,649 1,352
Operating income 529 979 651
Other (loss) income, net:
Foreign exchange loss (3) (5) (18)
Interest income (expense), net 23 (5) (76)
Other (expense) income, net (5) (1) 3
Total Other income (expense), net 15 (11) (91)
Income before income tax 544 968 560
Income tax expense 81 131 56
Net income $ 463 $ 837 $ 504
Basic earnings per share $ 8.86 $ 15.66 $ 9.43
Diluted earnings per share $ 8.80 $ 15.52 $ 9.35

See accompanying Notes to Consolidated Financial Statements.

42
 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)

Year Ended December 31,

2022 2021 2020
Net income $ 463 $ 837 $ 504
Other comprehensive (loss) income, net of tax:
Changes in unrealized gains and losses on anticipated sales hedging
transactions (29) 46 (30)
Foreign currency translation adjustment (8) (6) 5
Comprehensive income $ 426 $ 877 $ 479

See accompanying Notes to Consolidated Financial Statements.

43
 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except share data)

Class A Class A Accumulated

Common Common Additional Other
Stock Stock Paid-in Treasury Retained Comprehensive
Shares Value Capital Stock Earnings Loss Total
Balance at December 31, 2019 54,002,932 $ 1 $ 339 $ (689) $ 2,232 $ (44) $ 1,839
Issuances of treasury shares related to share-based
compensation plans, net of forfeitures 557,599 — 5 7 — — 12
Shares withheld to fund withholding tax obligations
related to share-based compensation plans (149,709) — — (37) — — (37)
Share-based compensation — — 51 — — — 51
Repurchase of common stock (948,740) — — (200) — — (200)
Net income — — — — 504 — 504
Changes in unrealized gains and losses on
anticipated sales hedging transactions (net of income
taxes) — — — — — (30) (30)
Foreign currency translation adjustment — — — — — 5 5
Balance at December 31, 2020 53,462,082 $ 1 $ 395 $ (919) $ 2,736 $ (69) $ 2,144
Issuances of treasury shares related to share-based
compensation plans, net of forfeitures 150,097 — (9) (4) — — (13)
Shares withheld to fund withholding tax obligations
related to share-based compensation plans (87,789) — — (43) — — (43)
Share-based compensation — — 76 — — — 76
Repurchase of common stock (109,115) — — (57) — — (57)
Net income — — — — 837 — 837
Changes in unrealized gains and losses on
anticipated sales hedging transactions (net of income
taxes) — — — — — 46 46
Foreign currency translation adjustment — — — — — (6) (6)
Balance at December 31, 2021 53,415,275 $ 1 $ 462 $ (1,023) $ 3,573 $ (29) $ 2,984
Issuances of treasury shares related to share-based
compensation plans, net of forfeitures 126,309 — 11 (1) — — 10
Shares withheld to fund withholding tax obligations
related to share-based compensation plans (62,542) — — (24) — — (24)
Share-based compensation — — 88 — — — 88
Repurchase of common stock (2,027,542) — — (751) — — (751)
Net income — — — — 463 — 463
Changes in unrealized gains and losses on
anticipated sales hedging transactions (net of income
taxes) — — — — — (29) (29)
Foreign currency translation adjustment — — — — — (8) (8)
Balance at December 31, 2022 51,451,500 $ 1 $ 561 $ (1,799) $ 4,036 $ (66) $ 2,733

See accompanying Notes to Consolidated Financial Statements.

44
 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Year Ended December 31,
2022 2021 2020
Cash flows from operating activities:
Net income $ 463 $ 837 $ 504
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 204 187 146
Amortization of debt issuance costs, extinguishment costs and
discounts 4 2 3
Share-based compensation 88 76 51
Deferred income taxes (210) (69) (40)
Unrealized (gain) loss on forward interest rate swaps (89) (30) 33
Other, net 1 (1) 1
Changes in operating assets and liabilities:
Accounts receivable, net (5) (239) 130
Inventories, net (341) 18 (42)
Other assets (48) (23) 11
Accounts payable 92 96 47
Accrued liabilities (51) 110 16
Deferred revenue 60 113 103
Income taxes 108 1 (5)
Legal settlement liability 225 — —
Other operating activities (13) (9) 4
Net cash provided by operating activities 488 1,069 962
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (881) (452) (548)
Purchases of property, plant and equipment (75) (59) (67)
Proceeds from the sale of long-term investments — — 6
Purchases of short-term investments — (1) —
Purchases of long-term investments (12) (34) (32)
Net cash used in investing activities (968) (546) (641)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 1,284 46 302
Payments of long term-debt (247) (303) (342)
Payment of debt issuance costs, extinguishment costs and discounts (8) — (1)
Payments for repurchases of common stock (751) (57) (200)
Net payments related to share-based compensation plans (14) (56) (25)
Change in unremitted cash collections from servicing factored receivables (11) (1) 109
Net cash provided by (used in) financing activities 253 (371) (157)
Effect of exchange rate changes on cash and cash equivalents, including
restricted cash — — (2)
Net (decrease) increase in cash and cash equivalents, including restricted cash (227) 152 162
Cash and cash equivalents, including restricted cash, at beginning of period 344 192 30
Cash and cash equivalents, including restricted cash, at end of period $ 117 $ 344 $ 192
Less restricted cash, included in Prepaid expenses and other current assets (12) (12) (24)
Cash and cash equivalents at end of period $ 105 $ 332 $ 168
Supplemental disclosures of cash flow information:
Income taxes paid $ 168 $ 199 $ 107
Interest paid $ 58 $ 32 $ 38

See accompanying Notes to Consolidated Financial Statements.

45
 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Description of Business and Basis of Presentation

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

Effective January 1, 2022, the location solutions offering, which provides a range of real-time location systems (“RTLS”) and
services that generate on-demand information about the physical location and status of assets, equipment, and people, moved
from our Asset Intelligence & Tracking (“AIT”) segment into our Enterprise Visibility & Mobility (“EVM”) segment
contemporaneous with a change in our organizational structure and management of the business. We have reported our results
reflecting this change, including historical periods, on a comparable basis. This change does not have an impact to the
Consolidated Financial Statements. See Note 20, Segment Information & Geographic Data for additional information related
to each segment’s results.

Note 2 Significant Accounting Policies

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

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

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

Cash and Cash Equivalents

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

Accounts Receivable and Allowance for Doubtful Accounts

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

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

Property, Plant and Equipment

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

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

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

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

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

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

47
Other Intangible Assets
Other intangible assets consist primarily of technology and patent rights, customer and other relationships, and trade names.
These assets, which are generally acquired through business combinations, are recorded at fair value upon acquisition and
amortized on a straight-line basis over the asset’s useful life which typically range from two to eleven years.

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

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

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

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

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

Research and Development Costs

Research and development (“R&D”) costs include:
• Salaries, benefits, and other R&D personnel related costs;
• Consulting and other outside services used in the R&D process;
• Engineering supplies;
• Engineering related information systems costs; and
• Allocation of building and related costs.

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

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

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

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

Fair Value of Financial Instruments

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

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

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

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

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

Foreign Currency Translation

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

Acquisitions
We account for acquired businesses using the acquisition method of accounting which requires that the purchase price be
allocated to the identifiable assets acquired and liabilities assumed, generally measured at their estimated fair values. The excess
of the purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill.
The estimates used to determine the fair values of long-lived assets, such as intangible assets, can be complex and require
judgment. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from
revenues and the determination of discount rates. Management’s estimates of fair value are based on estimates and assumptions
utilized as part of the purchase price allocation process and are believed to be reasonable; however elements of these estimates
and assumptions are inherently uncertain and subject to refinement during the measurement period, which is up to one year
after the acquisition date.

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

Note 3 Revenues

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

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

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

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

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

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

Year Ended December 31, 2022

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

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

Year Ended December 31, 2020

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

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

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

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

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

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

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

Costs to Obtain a Contract

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

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Note 4 Inventories

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

December 31, December 31,

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

Note 5 Business Acquisitions

Matrox
On June 3, 2022, the Company acquired Matrox Electronic Systems Ltd. (“Matrox”), a developer of advanced machine vision
components and software. Through its acquisition of Matrox, the Company significantly expanded its machine vision products
and software offerings.

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

The Company utilized estimated fair values as of the acquisition date to allocate the total purchase consideration to the
identifiable assets acquired and liabilities assumed. The fair value of the net assets acquired was based on several estimates and
assumptions, as well as customary valuation techniques, primarily the excess earnings method for customer relationships as
well as the relief from royalty method for technology and patent intangible assets. While we believe these estimates provide a
reasonable basis to record the net assets acquired, the purchase price allocation is considered preliminary and subject to
adjustment during the measurement period, which is up to one year from the acquisition date.

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

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

Identifiable intangible assets $ 297

Inventory 31
Other assets acquired 24
Deferred tax liabilities (79)
Other liabilities assumed (32)
Net assets acquired $ 241
Goodwill on acquisition 640
Total purchase price $ 881

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

The preliminary purchase price allocation to identifiable intangible assets acquired was as follows:
Fair Value (in Useful Life (in
millions) years)
Customer and other relationships $ 232 11
Technology and patents 63 7
Trade names 2 2
Total identifiable intangible assets $ 297

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

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

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

The 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.

The purchase price allocation to assets acquired and liabilities assumed was as follows (in millions):
Identifiable intangible assets $ 47
Accounts receivable 9
Other assets acquired 4
Deferred tax liabilities (5)
Other liabilities assumed (11)
Net assets acquired $ 44
Goodwill on acquisition 101
Total purchase price $ 145

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

The purchase price allocation to identifiable intangible assets acquired was as follows:
Fair Value (in Useful Life (in
millions) years)
Technology and patents $ 39 8
Customer and other relationships 7 2
Trade names 1 2
Total identifiable intangible assets $ 47

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

Fetch
On August 9, 2021, the Company acquired Fetch Robotics, Inc. (“Fetch”), a provider of autonomous mobile robot solutions for
customers who operate in the manufacturing, distribution, and fulfillment industries, enabling customers to optimize workflows
through robotic automation. Through this acquisition, the Company intends to expand its automation solution offerings within
these industries.

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

53
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.

The purchase price allocation to assets acquired and liabilities assumed was as follows (in millions):
Identifiable intangible assets $ 114
Right-of-use lease asset 11
Inventories 5
Deferred tax assets 6
Other assets acquired 4
Lease liability (11)
Other liabilities assumed (4)
Net assets acquired $ 125
Goodwill on acquisition 176
Total purchase price $ 301

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

The purchase price allocation to identifiable intangible assets acquired was as follows:
Fair Value (in Useful Life (in
millions) years)
Technology and patents $ 100 7
Customer and other relationships 5 2
Trade names 9 5
Total identifiable intangible assets $ 114

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

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

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

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

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

54
stock options. The total fair value of approximately $9 million is primarily attributable to post-acquisition service and expensed
over the remaining service period. See Note 15, Share-Based Compensation for additional details related to these options.

The 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, as well as exit cost methodologies for liabilities such as deferred revenues.

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

Identifiable intangible assets $ 213

Accounts receivable 20
Property, plant and equipment 10
Other assets acquired 17
Deferred revenue (16)
Deferred tax liabilities (39)
Other liabilities assumed (14)
Net assets acquired $ 191
Goodwill on acquisition 356
Total purchase consideration $ 547

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

The purchase price allocation to identifiable intangible assets acquired was:

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

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

Acquisition and integration costs

The Company incurred $21 million of acquisition-related costs in 2022, primarily related to third-party and advisory fees
associated with the Matrox acquisition. These costs are included within Acquisition and integration costs on the Consolidated
Statements of Operations.

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

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

55
Note 6 Goodwill and Other Intangibles

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

AIT EVM Total

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

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

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

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

Other Intangibles, net

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

56
Amortization expense was $136 million, $115 million, and $78 million for fiscal years ended 2022, 2021 and 2020,
respectively.

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

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

Note 7 Property, Plant and Equipment

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

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

Note 8 Investments

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

Note 9 Exit and Restructuring Costs

In the third quarter of 2022, the Company committed to certain organizational changes and leased site rationalization designed
to generate structural cost efficiencies (collectively referred to as the “2022 Productivity Plan”). The total cost under the 2022
Productivity Plan, which is expected to be completed in 2023, is estimated to be approximately $25 million. Exit and
restructuring charges associated with the 2022 Productivity Plan were $12 million for the year ended December 31, 2022. The
Company incurred Exit and restructuring costs, under previously announced programs of $2 million, $7 million and $11 million
for the years ended December 31, 2022, 2021, and 2020, respectively.

Note 10 Fair Value Measurements

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

57
a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a fair
value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into the following three broad
levels:
• Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
The fair value hierarchy gives the highest priority to Level 1 inputs (e.g. U.S. Treasuries and money market funds).
• Level 2: Observable prices that are based on inputs not quoted in active markets but corroborated by market data.
• Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the
lowest priority to Level 3 inputs.

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

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

Level 1 Level 2 Level 3 Total

Assets:
Forward interest rate swap contracts (2) $ — $ 72 $ — $ 72
Investments related to the deferred compensation plan 35 — — 35
Total Assets at fair value $ 35 $ 72 $ — $ 107
Liabilities:
Foreign exchange contracts (1) $ 5 $ 14 $ — $ 19
Liabilities related to the deferred compensation plan 35 — — 35
Total Liabilities at fair value $ 40 $ 14 $ — $ 54

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

Level 1 Level 2 Level 3 Total

Assets:
Foreign exchange contracts (1) $ — $ 23 $ — $ 23
Investments related to the deferred compensation plan 37 — — 37
Total Assets at fair value $ 37 $ 23 $ — $ 60
Liabilities:
Forward interest rate swap contracts (2) $ — $ 16 $ — $ 16
Liabilities related to the deferred compensation plan 37 — — 37
Total Liabilities at fair value $ 37 $ 16 $ — $ 53

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

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

Note 11 Derivative Instruments

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

58
In accordance with ASC 815, the Company recognizes derivative instruments as either assets or liabilities on the Consolidated
Balance Sheets and measures them at fair value. The following table presents the fair value of its derivative instruments (in
millions):
Asset (Liability)
Fair Values as of December 31,
Balance Sheets Classification 2022 2021
Derivative instruments designated as hedges:
Foreign exchange contracts Prepaid expenses and other current
assets $ — $ 23
Foreign exchange contracts Accrued liabilities (14) —
Total derivative instruments designated as hedges $ (14) $ 23

Derivative instruments not designated as hedges:

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

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

Statements of Operations Year Ended December 31,

Classification 2022 2021 2020
Derivative instruments not designated as
hedges:
Foreign exchange contracts Foreign exchange gain (loss) $ 2 $ 7 $ (12)
Forward interest rate swaps Interest income (expense), net 83 13 (46)
Total gain (loss) recognized in income $ 85 $ 20 $ (58)

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

Credit and Market Risk Management

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

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

59
Foreign Currency Exchange Risk Management
The Company conducts business on a multinational basis in a variety of foreign currencies. Exposure to market risk for changes
in foreign currency exchange rates arises primarily from Euro-denominated external revenues, cross-border financing activities
between subsidiaries, and foreign currency denominated monetary assets and liabilities. The Company manages its objective of
preserving the economic value of non-functional currency denominated cash flows by initially hedging transaction exposures
with natural offsets and, once these opportunities have been exhausted, through foreign exchange forward and option contracts,
as deemed appropriate.

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

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

December 31,
2022 2021
Notional balance of outstanding contracts:
British Pound/U.S. Dollar £ 11 £ 13
Euro/U.S. Dollar € 191 € 142
Euro/Czech Koruna € 15 € 16
Singapore Dollar/U.S. Dollar S$ 5 S$ 16
Mexican Peso/U.S. Dollar Mex$ 372 Mex$ 64
Polish Zloty/U.S. Dollar zł 47 zł 103
Net fair value of liabilities of outstanding contracts $ 5 $ —

Interest Rate Risk Management

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

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

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Note 12 Long-Term Debt

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

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

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

2023 $ 214
2024 127
2025 66
2026 88
2027 1,537
Total future maturities of debt $ 2,032

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

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

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

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

Revolving Credit Facility

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

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

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

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

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

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

Note 13 Leases

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

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

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

Cash paid for leases $ 93 $ 76 $ 69

ROU assets obtained in exchange for lease obligations $ 72 $ 32 $ 55

Reductions of ROU assets and lease liabilities (4) — (3)
Net non-cash increases to ROU assets and lease liabilities $ 68 $ 32 $ 52

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

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

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

62
Reductions of the Company’s ROU assets and lease liabilities generally relate to modifications to lease agreements that result in
a reduction to future minimum lease payments, as well as changes in assessments that render it no longer reasonably certain that
lease renewal options will be exercised based on facts and circumstances that arose during the period. The Company’s reduction
of ROU assets and lease liabilities during 2022, 2021 and 2020 were not significant.

The weighted average remaining term of the Company’s leases was approximately 6 years each as of December 31, 2022, 2021
and 2020. The weighted average discount rate used to measure the ROU assets and lease liabilities was approximately 5% each
as of December 31, 2022, 2021, and 2020.
Future minimum lease payments under non-cancellable leases as of December 31, 2022 were as follows (in millions):

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

Reported as of December 31, 2022:

Current portion of lease liabilities $ 37
Long-term lease liabilities 139
Present value of lease liabilities $ 176

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

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

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

Note 14 Accrued Liabilities, Commitments and Contingencies

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

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Warranties
The following table is a summary of the Company’s accrued warranty obligations (in millions):
Year Ended December 31,
Warranty Reserve 2022 2021 2020
Balance at the beginning of the year $ 26 $ 24 $ 21
Warranty expense 29 33 30
Warranties fulfilled (29) (31) (27)
Balance at the end of the year $ 26 $ 26 $ 24

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

2023 $ 369
2024 141
2025 23
2026 24
Thereafter —
Total $ 557

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

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

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

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Note 15 Share-Based Compensation

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

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

The compensation expense from the Company’s share-based compensation plans and associated income tax benefit, excluding
the effects of excess tax benefits or shortfalls, were included in the Consolidated Statements of Operations as follows (in
millions):
Year Ended December 31,
Compensation costs and related income tax benefit 2022 2021 2020
Cost of sales $ 6 $ 8 $ 6
Selling and marketing 22 26 16
Research and development 34 28 16
General and administration 34 31 21
Total compensation expense $ 96 $ 93 $ 59
Income tax benefit $ 17 $ 14 $ 9

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

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

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

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

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

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

65
Compensation cost for the Company’s RSAs and PSAs is expensed over each participant’s required service period.
Compensation cost is calculated as the fair market value of the Company’s Class A Common Stock on the grant date multiplied
by the number of awards granted, net of estimated forfeitures. The fair value of PSAs also includes assumptions around
achievement of certain Company-wide financial performance goals. The total required service period is typically three years.

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

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

Year Ended December 31, 2022

RSUs PSUs RSAs PSAs

Weighted- Weighted- Weighted- Weighted-

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

Year Ended December 31, 2021

RSUs PSUs RSAs PSAs

Weighted- Weighted- Weighted- Weighted-

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

Year Ended December 31, 2020

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

Stock Appreciation Rights (“SARs”)

66
SARs were previously granted primarily as part of the Company’s annual share-based compensation incentive program.
Beginning in 2021, the Company no longer included SARs in its annual share based compensation award issuances and did not
issue any SARs during the years ended December 31, 2022 and 2021. The total fair value of SARs granted during the year
ended December 31, 2020 was $6 million, which was estimated on the respective dates of grant using a binomial model.

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

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

The following table summarizes information about SARs outstanding as of December 31, 2022:
Outstanding Exercisable
Aggregate intrinsic value (in millions) $ 60 $ 59
Weighted-average remaining contractual life (in years) 2.6 2.5

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

Reflexis Replacement Options

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

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

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

Employee Stock Purchase Plan

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

67
2020. Like the 2011 ESPP, the 2020 ESPP permits eligible employees to purchase common stock at 95% of the fair market
value at the date of purchase. Employees may make purchases by cash or payroll deductions up to certain limits. The aggregate
number of shares that may be purchased under the 2020 ESPP is 1,500,000 shares. As of December 31, 2022, 1,399,851 shares
remained available for future purchase.

Note 16 Income Taxes

The geographical sources of income (loss) before income taxes were as follows (in millions):
Year Ended December 31,
2022 2021 2020
U.S. $ (69) $ 328 $ 33
Outside U.S. 613 640 527
Total $ 544 $ 968 $ 560

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

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

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

A reconciliation of the U.S. federal statutory income tax rate to our actual income tax rate is provided below:
Year Ended December 31,
2022 2021 2020
Provision computed at statutory rate 21.0 % 21.0 % 21.0 %
Remeasurement of deferred taxes (0.4) (1.0) (0.6)
Change in valuation allowance 0.1 (0.1) 0.1
U.S. impact of Enterprise acquisition 0.4 0.3 0.3
Change in contingent income tax reserves (0.3) (0.2) (0.4)
Foreign earnings subject to U.S. taxation (3.5) (2.0) 1.5
Foreign rate differential (3.4) (1.7) (5.5)
State income tax, net of federal tax benefit (0.5) 0.3 0.4
Tax credits (3.1) (2.0) (2.9)
Equity compensation deductions (0.1) (2.4) (3.2)
Return to provision and other true ups 1.5 (0.9) (2.5)
Settlements with tax authorities 2.0 0.0 0.0
Permanent differences and other 1.2 2.2 1.8
Provision for income taxes 14.9 % 13.5 % 10.0 %

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

68
earnings subject to U.S. taxation. For the years ended December 31, 2021 and 2020, the Company’s effective tax rate was lower
than the federal statutory rate of 21% primarily due to lower tax rates in foreign jurisdictions, the generation of tax credits and
the favorable impacts of share-based compensation benefits.

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

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

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

Tax effects of temporary differences that resulted in deferred tax assets and liabilities are as follows (in millions):
December 31,
2022 2021
Deferred tax assets:
Capitalized research expenditures $ 138 $ 14
Deferred revenue 93 85
Tax credits 32 37
Net operating loss carryforwards 432 438
Other accruals 31 40
Inventory items 21 15
Sales return/rebate reserve 81 61
Share-based compensation expense 14 12
Legal accrual 55 2
Lease liabilities 23 12
Valuation allowance (420) (422)
Total deferred tax assets $ 500 $ 294
Deferred tax liabilities:
Depreciation and amortization 127 84
Unrealized gains and losses on securities and investments 12 5
Undistributed earnings 2 4
Right of use lease assets 20 11
Other 7 4
Total deferred tax liabilities $ 168 $ 108
Net deferred tax assets $ 332 $ 186

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

69
The Company’s valuation allowance primarily relates to Luxembourg reorganization activities in 2019, which had resulted in
the realization of deferred tax liabilities and a corresponding increase in valuation allowances related to depreciation and
amortization. The Company’s valuation allowance also consists of certain net operating loss (“NOL”) and credit carryforwards
for which the Company believes it is more likely than not that a tax benefit will not be realized. With respect to all other
deferred tax assets, the Company believes it is more likely than not that the results of future operations will generate sufficient
taxable income to realize a tax benefit. There were no significant adjustments to the Company’s valuation allowance during the
year ended December 31, 2022.

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

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

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

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

Unrecognized tax benefits

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

Year ended December 31,

2022 2021
Balance at beginning of year $ 7 $ 8
Additions for tax positions related to prior years 3 —
Settlements for tax positions (2) —
Lapse of statutes (1) (1)
Balance at end of year $ 7 $ 7

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

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

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

70
Note 17 Earnings Per Share

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

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

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

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

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

Note 18 Accumulated Other Comprehensive Income (Loss)

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

• Unrealized gain (loss) on anticipated sales hedging transactions relates to derivative instruments used to hedge the
exposure related to currency exchange rates for forecasted Euro sales. These hedges are designated as cash flow
hedges, and the Company defers income statement recognition of gains and losses until the hedged transaction occurs
See Note 11, Derivative Instruments for more details.

• Foreign currency translation adjustments relate to the Company’s non-U.S. subsidiary companies that have
designated a functional currency other than the U.S. Dollar. The Company is required to translate the subsidiary
functional currency financial statements to U.S. Dollars using a combination of historical, period end, and average
foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of
AOCI.

71
The changes in each component of AOCI during the three years ended December 31, 2022, 2021, and 2020 were as follows (in
millions):

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

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

Note 19 Accounts Receivable Factoring

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

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

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

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

72
Fees incurred in connection with these arrangements were not significant.

Note 20 Segment Information & Geographic Data

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

Effective January 1, 2022, the location solutions offering, which provides a range of RTLS and services that generate on-
demand information about the physical location and status of assets, equipment, and people, moved from our AIT segment into
our EVM segment contemporaneous with a change in our organizational structure and management of the business. We have
reported our results reflecting this change, including historical periods, on a comparable basis. This change did not have an
impact to the Consolidated Financial Statements.

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

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

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

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

73
Sales to significant customers
The Company has three customers, who are distributors of the Company’s products and solutions, that individually accounted
for more than 10% of total Company Net sales during the years ended December 31, 2022, 2021 and 2020. The approximate
percentage of our segment and Company total Net sales to these customers were as follows:

Year Ended December 31,

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

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

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

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

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

The U.S. and Germany were the only countries that accounted for more than 10% of the Company’s net sales in 2022, 2021,
and 2020. Net sales during these years were as follows (in millions):
Year Ended December 31,
2022 2021 2020
U.S. $ 2,840 $ 2,784 $ 2,291
Germany 949 901 595
Other 1,992 1,942 1,562
Total Net sales $ 5,781 $ 5,627 $ 4,448

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

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

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

74
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the
period covered by this Form 10-K. The evaluation was conducted under the supervision of our Disclosure Committee, and with
the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were
effective to provide reasonable assurance that (i) the information required to be disclosed by us in this Form 10-K was recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information
required to be disclosed by us in our reports that we file or furnish under the Exchange Act is accumulated and communicated
to our management, including our principal executive and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework as released in 2013. Based on this assessment and those
criteria, our management believes that, as of December 31, 2022, our internal control over financial reporting is effective.

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

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on Zebra’s internal
control over financial reporting. Ernst & Young LLP’s report is included in the latter portion of this Item 9A.

Changes in Internal Control over Financial Reporting

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

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.

75
 Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control over Financial Reporting

We have audited Zebra Technologies Corporation and subsidiaries internal control over financial reporting as of December 31,
2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Zebra Technologies
Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2022, based on the COSO criteria.

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

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

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Chicago, Illinois

February 16, 2023

76
Item 9B. Other Information

Not applicable.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

77
PART III

Item 10. Directors, Executive Officers and Corporate Governance

We have adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies to Zebra’s Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Ethics is posted on the Investor Relations –
Governance Documents page of Zebra’s Internet web site, www.zebra.com under “Investors-Governance-Governance
Documents”, and is available for download. Any waiver from the Code of Ethics and any amendment to the Code of Ethics will
be disclosed on such page of Zebra’s web site.

All other information in response to this item is incorporated by reference from the Proxy Statement sections entitled
“Corporate Governance,” “Election of Directors,” “Committees of the Board,” “Executive Officers,” and “Delinquent
Section 16(a) Reports.”

Item 11. Executive Compensation

The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Compensation
Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Executive Compensation – Compensation
Committee Interlocks and Insider Participation” and “Compensation Committee Report.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Ownership of
our Common Stock” and “Executive Compensation – Equity Compensation Plan Information.”

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate
Governance – Related Party Transactions,” “Corporate Governance – Director Independence,” “Election of Directors,” and
“Committees of the Board.”

Item 14. Principal Accounting Fees and Services

The information in response to this item is incorporated by reference from the Proxy Statement section entitled “Fees of
Independent Auditors.”

78
PART IV
Item 15. Exhibits and Financial Statement Schedules

Index to Consolidated Financial Statements

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

Index to Financial Statement Schedules

Schedules are omitted because the information is not required or because the information required is included in the
Notes to Consolidated Financial Statements.

Index to Exhibits
Incorporated by Reference
Filed or
Exhibit Exhibit Filing Date or Furnished
Number Exhibit Description Form Number Period End Date Within
3.1(i) Restated Certificate of Incorporation of the Company. 8-K 3.1(i) August 6, 2012
3.1(ii) Amended and Restated By-laws of Zebra Technologies 8-K 3.1 December 8,
Corporation, as amended as of December 5, 2022 2022
4.1 Specimen stock certificate representing Class A Common 10-K 4.1 December 31,
Stock. 2017
4.2 Description of Securities Registered Under Section 12 of the 10-K 4.2 December 31,
Securities Exchange Act 2019
10.1 Employee Agreement between Nathan Winters and the 10-K 10.1 December 31,
Company Dated January 11, 2021. + 2020
10.2 Form of indemnification agreement between Zebra 10-K 10.6 December 31,
Technologies Corporation and each director and executive 2016
officer.
10.3 2011 Long-Term Incentive Plan (Amended and Restated as of 10-Q 10.1 June 28, 2014
May 15, 2014). +
10.4 2015 Long-Term Incentive Plan. + 10-K 10.11 December 31,
2017
10.5 2018 Long-Term Incentive Plan. + S-8 4.1 June 1, 2018
10.6 2005 Executive Deferred Compensation Plan, as amended and 10-K 10.6 December 31,
restated as of January 1, 2022. + 2021
10.7 Amended and Restated Employment Agreement between 10-Q 10.10 April 3, 2010
Zebra Technologies Corporation and Anders Gustafsson dated
as of May 6, 2010. +
10.8 Letter Agreement between Zebra Technologies Corporation 10-Q 10.11 April 3, 2010
and Anders Gustafsson dated as of May 6, 2010. +
10.9 Letter Agreement between Zebra Technologies Corporation 8-K 10.2 December 8,
and Anders Gustafsson dated as of March 1, 2023 + 2022
10.10 Employment Agreement between Zebra Technologies 8-K 10.1 December 8,
Corporation and William Burns dated as of March 1, 2023 + 2022
10.11 Form of 2013-16 time-vested stock appreciation rights 10-Q 10.1 March 30, 2013
agreement for employees other than CEO. +

79
10.12 Form of 2017 time-vested stock appreciation rights agreement 10-Q 10.1 April 1, 2017
for employees other than CEO. +
10.13 Form of 2018 stock appreciation rights agreement for 10-Q 10.2 June 30, 2018
employees other than the CEO. +
10.14 Form of 2019 stock appreciation rights agreement for 10-Q 10.2 June 29, 2019
employees other than the CEO. +
10.15 Form of 2020 stock appreciation rights agreement for 10-Q 10.2 June 27, 2020
employees other than the CEO. +
10.16 Form of 2021 stock settled stock appreciation rights 10-Q 10.3 July 3, 2021
agreement for employees other than the CEO. +
10.17 Form of 2022 stock appreciation rights agreement for 10-Q 10.3 July 2, 2022
employees other than the CEO +
10.18 Form of 2013-16 time-vested stock appreciation rights 10-Q 10.4 March 30, 2013
agreement for CEO. +
10.19 Form of 2017 time-vested stock appreciation rights agreement 10-Q 10.2 April 1, 2017
for CEO. +
10.20 Form of 2018 stock appreciation rights agreement for CEO. + 10-Q 10.5 June 30, 2018
10.21 Form of 2019 stock appreciation rights agreement for CEO. + 10-Q 10.5 June 29, 2019
10.22 Form of 2020 stock appreciation rights agreement for CEO. + 10-Q 10.5 June 27, 2020
10.23 Form of 2020 time-vested restricted stock agreement for 10-Q 10.3 June 27, 2020
employees other than the CEO. +
10.24 Form of 2021 time-vested restricted stock unit agreement for 10-Q 10.2 July 3, 2021
employees other than the CEO. +
10.25 Form of 2022 time-vested restricted stock unit agreement for 10-Q 10.2 July 2, 2022
employees other than the CEO. +
10.26 Form of 2020 performance-vested restricted stock agreement 10-Q 10.1 June 27, 2020
for employees other than CEO. +
10.27 Form of 2021 performance-vested restricted stock unit 10-Q 10.1 July 3, 2021
agreement for employees other than the CEO. +
10.28 Form of 2022 performance-vested restricted stock unit 10-Q 10.1 July 2, 2022
agreement for employees other than CEO +
10.29 Form of 2020 time-vested restricted stock agreement for 10-Q 10.6 June 27, 2020
CEO. +
10.30 Form of 2021 time-vested restricted stock unit agreement for 10-Q 10.5 July 3, 2021
CEO. +
10.31 Form of 2022 time-vested restricted stock unit agreement for 10-Q 10.5 July 2, 2022
CEO +
10.32 Form of 2020 performance-vested restricted stock agreement 10-Q 10.4 June 27, 2020
for CEO. +
10.33 Form of 2021 performance-vested restricted stock unit 10-Q 10.4 July 3, 2021
agreement for CEO. +
10.34 Form of 2022 performance-vested restricted stock unit 10-Q 10.4 July 2, 2022
agreement for CEO+
10.35 Amended and Restated Credit Agreement, dated July 26, 2017 10-Q 10.1 July 1, 2017
(originally dated as of October 27, 2014), by and among
Zebra, the lenders and issuing banks party thereto, JPMorgan
Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.
10.36 Amendment No. 1, dated May 31, 2018, to the Amended and 10-Q 10.7 June 30, 2018
Restated Credit Agreement of July 26, 2017 (originally dated
as of October 27, 2014), by and among Zebra, the lenders and
issuing banks party thereto, JPMorgan Chase Bank, N.A., and
Morgan Stanley Senior Funding, Inc.
10.37 Amendment No. 2, dated August 9, 2019, to the Amended and 10-Q 10.1 September 28,
Restated Credit Agreement of July 26, 2017 (originally dated 2019
as of October 27, 2014 and amended by Amendment No. 1
dated May 31, 2018), by and among, Zebra, the lenders party
thereto, JPMorgan Chase Bank, N.A.

80
10.38 Conformed Amended and Restated Credit Agreement, dated 10-Q 10.7 July 2, 2022
July 26, 2017 (originally dated as of October 27, 2014 and
amended by Amendment No. 1 dated May 31, 2018,
Amendment No. 2 dated August 9, 2019, and Amendment
No. 3 dated May 25, 2022), by and among, Zebra, the lenders
party thereto, JPMorgan Chase Bank, N.A.
10.39 Conformed Amended and Restated Credit Agreement, dated 10-Q 10.2 September 28,
July 26, 2017 (originally dated as of October 27, 2014 and 2019
amended by Amendment No. 1 dated May 31, 2018 and
Amendment No. 2 dated August 9, 2019), by and among
Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.
10.40 364-Day Credit Agreement dated September 1, 2020, by and 10-Q 10 September 26,
among, Zebra, the lenders party thereto, and JPMorgan Chase 2020
Bank, N.A.
10.41 Office Lease dated November 14, 2013 between Griffin 10-K 10.34 December 31,
Capital Corporation (as assignee from Northwestern Mutual 2017
Life Insurance Company) and Zebra Technologies
Corporation.
10.42 First Amendment to Lease dated June 6, 2014 between Griffin 10-K 10.35 December 31,
Capital Corporation (as assignee from Northwestern Mutual 2017
Life Insurance Company) and Zebra Technologies
Corporation.
10.43 Second Amendment to Lease dated as of June 1, 2022 10-Q 10.6 July 2, 2022
between Griffin Capital Corporation (as assignee from
Northwestern Mutual Life Insurance Company) and Zebra
Technologies Corporation.
10.44 Receivables Purchase Agreement dated as of December 1, 10-K 10.36 December 31,
2017 among Zebra Technologies International, LLC, as the 2017
Originator, and Zebra Technologies RSC, LLC, as Buyer.
10.45 Receivables Financing Agreement, dated as of December 1, 10-K 10.37 December 31,
2017, by and among Zebra Technologies RSC, LLC, the 2017
lenders from time to time party thereto, PNC Bank, National
Association, Zebra Technologies, LLC, and PNC Capital
Markets, LLC.
10.46 Second Amendment to Receivables Financing Agreement, 10-Q 10 April 3, 2021
dated as of March 19, 2021 by and among Zebra
Technologies RSC, LLC, the lenders from time to time party
thereto, PNC Bank, National Association, Zebra
Technologies, LLC, and PNC Capital Markets, LLC
10.47 Master Accounts Receivable Purchase Agreement dated 10-K 10.43 December 31,
December 19, 2018 among Zebra Technologies Europe 2018
Limited, Zebra Technologies Corporation, and MUFG Bank,
Ltd.
10.48 Master Framework Agreement dated April 29, 2020 among 10-Q 10.7 June 27, 2020
Zebra Technologies Europe Limited, Zebra Technologies
Asia Pacific PTE.LTD., Zebra Technologies Corporation,
Ester Finance Titrisation, Credit Agricole Corporate &
Investment Bank and Credit Agricole Leasing & Factoring
10.49 First Deed of Amendment relating to the Master Framework 10-K 10.50 December 31,
Agreement dated April 29, 2020 among Zebra Technologies 2020
Europe Limited, Zebra Technologies Asia Pacific PTE.LTD.,
Zebra Technologies Corporation, Ester Finance Titrisation,
Credit Agricole Corporate & Investment Bank and Credit
Agricole Leasing & Factoring
10.50 English Receivables Purchase Agreement dated April 29, 10-Q 10.8 June 27, 2020
2020 Zebra Technologies Europe Limited, Zebra
Technologies Corporation, Credit Agricole Corporate &
Investment Bank, Credit Agricole Leasing & Factoring, and
Ester Finance Titrisation
10.51 Singapore Receivables Purchase Agreement dated April 29, 10-Q 10.9 June 27, 2020
2020 Zebra Technologies Asia Pacific PTE.LTD., Zebra
Technologies Corporation, Credit Agricole Corporate &
Investment Bank, Credit Agricole Leasing & Factoring, and
Ester Finance Titrisation

81
21.1 Subsidiaries of the Company. X
23.1 Consent of Ernst & Young LLP, independent registered
public accounting firm. X
31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive
Officer. X
31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
Officer. X
32.1 Certification of Principal Executive Officer Pursuant to 18
U.S.C Section 1350, as Adopted Pursuant to Section 906 of X
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 X
the Sarbanes-Oxley Act of 2002.
101 The following financial information from Zebra Technologies
Corporation Annual Report on Form 10-K, for the year ended
December 31, 2022, 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 Annual Report on Form
10-K for the year ended December 31, 2022, formatted in
Inline XBRL (included in Exhibit 101).

+ Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on
Form 10-K.

Item 16. Form 10-K Summary

None.

82
 SIGNATURES

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

ZEBRA TECHNOLOGIES CORPORATION

By: /s/ Anders Gustafsson
Anders Gustafsson
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Anders Gustafsson Chief Executive Officer and Director February 16, 2023
Anders Gustafsson (Principal Executive Officer)
/s/ Nathan Winters Chief Financial Officer February 16, 2023
Nathan Winters (Principal Financial Officer)
/s/ Colleen M. O’Sullivan Senior Vice President, Chief Accounting Officer February 16, 2023
Colleen M. O’Sullivan (Principal Accounting Officer)
/s/ Michael A. Smith Director and Chairman of the Board of February 16, 2023
Michael A. Smith Directors
/s/ Linda M. Connly Director February 16, 2023
Linda M. Connly
/s/ Ross W. Manire Director February 16, 2023
Ross W. Manire
/s/ Richard L. Keyser Director February 16, 2023
Richard L. Keyser
/s/ Janice M. Roberts Director February 16, 2023
Janice M. Roberts
/s/ Chirantan J. Desai Director February 16, 2023
Chirantan J. Desai
/s/ Frank B. Modruson Director February 16, 2023
Frank B. Modruson
/s/ Nelda J. Connors Director February 16, 2023
Nelda J. Connors

83
Board of Directors
Anders Gustafsson Nelda Connors1 Frank Modruson 1, 3
Executive Chair of the Board Founder, Chairwoman and CEO President of Modruson & Associates, LLC
Zebra Technologies Corporation Pine Grove Holdings, LLC and Chief Information Officer
(Retired) Accenture
Michael Smith2,3 Chirantan Desai 2
Lead Independent Director of Chief Operating Officer Janice Roberts 2
Zebra Technologies Corporation ServiceNow Partner
Chairman and Chief Executive Officer Benhamou Global Ventures
FireVision, LLC Richard Keyser 2,3
Retired Chairman
1 - Member of Audit Committee
William Burns W. W. Grainger, Inc. 2 - Member of Compensation Committee
Chief Executive Officer 3 - Member of Nominating and
Zebra Technologies Corporation Ross Manire 1,3 Governance Committee
President and
Linda Connly1 Chief Executive Officer (Retired)
Expert Partner ExteNet Systems, Inc.
Bain & Company

Executive Officers
Anders Gustafsson Michael Cho Colleen O’Sullivan
Executive Chair of the Board Chief Strategy Officer SVP, Chief Accounting Officer

William Burns Tamara Froese Jeffrey Schmitz

Chief Executive Officer Chief Supply Chain Officer Chief People Officer

Nathan Winters Joachim Heel

Chief Financial Officer Chief Revenue Officer

Robert Armstrong Cristen Kogl

Chief Marketing Officer Chief Legal Officer,
General Counsel and
Corporate Secretary

Stockholder Information
Global Corporate Headquarters Transfer Agent and Registrar Form 10-K
Zebra Technologies Corporation Computershare The Zebra Technologies Corporation Form
Three Overlook Point P.O. Box 43006 10-K Report filed with the Securities and
Lincolnshire, Illinois 60069 Providence, RI 02940-3006 Exchange Commission is incorporated
U. S. A. Phone: +1 847 634-6700 in this annual report. Our Code of Ethics
Fax +1 847 913-8766 Overnight Delivery: for Senior Financial Officers is available
Computershare for download on the Company’s Investor
Annual Meeting 150 Royall St., Suite 101 Relations website at investors.zebra.com
Zebra’s Annual Meeting of Stockholders Canton, MA 02021 under the Governance tab, within the
will be held on May 11, 2023, Governance Documents section. Please
at 10:30 a.m. Central Time Telephone: contact the Investor Relations Department
+1 800 522-6645 or +1 201 680-6578 at the Corporate Headquarters for
Independent Auditors additional copies of the Form 10-K, or visit
Ernst & Young LLP TDD for hearing impaired: our website to view an online version of
Chicago, Illinois +1 800 231-5469 or +1 201 680-6610 the Form 10-K, or the Code of Ethics for
Senior Financial Officers.
Investor Relations Website:
Investors are invited to learn more www.computershare.com/investor Equal Employment Opportunities/
about Zebra Technologies Corporation Affirmative Action
by accessing the company’s website at It is the policy of Zebra Technologies
investors.zebra.com, by sending an email Corporation to provide equal opportunities
to [email protected] or by and affirmative action in all areas of its
calling +1 847 518-6432. employment practices without regard to
race, color, religion, national origin, sex,
age, ancestry, citizenship, disability, veteran
status, marital status, sexual orientation or
any other reason prohibited by law.
 Zebra Technologies 2022 Annual Report
Corporate Headquarters
+1 847 634 6700

For more information

visit www. zebra.com

ZEBRA and the stylized Zebra head are trademarks of Zebra Technologies
Corp., registered in many jurisdictions worldwide. All other trademarks are
the property of their respective owners. ©2023 Zebra Technologies Corp.
and/or its affiliates.