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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Zebra Technologies Corp | NASDAQ:ZBRA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
4.87 | 1.66% | 297.40 | 292.19 | 302.29 | 299.15 | 292.78 | 293.50 | 461,539 | 01:00:00 |
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from
to
|
Delaware
|
36-2675536
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Name of Exchange on which Registered
|
Class A Common Stock, par value $.01 per share
|
|
The NASDAQ Stock Market, LLC
|
Large accelerated filer
X
|
Accelerated filer
|
|
|
Non-accelerated filer
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
•
|
Market acceptance of the Company’s products and solution offerings and competitors’ offerings and the potential effects of technological changes,
|
•
|
The effect of global market conditions, including North America; Europe, Middle East, and Africa; Latin America; and Asia-Pacific regions in which we do business,
|
•
|
The impact of foreign exchange rates due to the large percentage of our sales and operations being outside the United States (“U.S.”),
|
•
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Our ability to control manufacturing and operating costs,
|
•
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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,
|
•
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The Company’s ability to purchase sufficient materials, parts, and components to meet customer demand, particularly in light of global economic conditions,
|
•
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The availability of credit and the volatility of capital markets, which may affect our suppliers, customers, and ourselves,
|
•
|
Success of integrating acquisitions, including the Enterprise business we acquired in October 2014 from Motorola Solutions, Inc.,
|
•
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Interest rate and financial market conditions,
|
•
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Access to cash and cash equivalents held outside the United States,
|
•
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The effect of natural disasters on our business,
|
•
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The impact of changes in foreign and domestic governmental policies, laws, or regulations,
|
•
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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
|
•
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The outcome of any future tax matters or tax law changes.
|
Item 1.
|
Business
|
Item 1A.
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Risk Factors
|
•
|
Fluctuating foreign currency rates could restrict sales, increase costs of purchasing, and impact collection of receivables outside of the U.S.;
|
•
|
Volatility in foreign credit markets may affect the financial well-being of our customers and suppliers;
|
•
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Violations of anti-corruption laws, including the Foreign Corrupt Practices Act and the U.K. Bribery Act;
|
•
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Adverse changes in, or uncertainty of, local business laws or practices, including the following:
|
•
|
Foreign governments may impose burdensome tariffs, quotas, taxes, trade barriers, or capital flow restrictions;
|
•
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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 non-U.S. assets at risk;
|
•
|
Potentially limited intellectual property protection in certain countries may limit recourse against infringing on our products or cause us to refrain from selling in certain geographic territories;
|
•
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Staffing may be difficult along with higher turnover at international operations;
|
•
|
A government controlled exchange rate and limitations on the convertibility of currencies, including the Chinese
yuan;
|
•
|
Transportation delays and customs related delays that may affect production and distribution of our products;
|
•
|
Effectively managing and overseeing operations that are distant and remote from corporate headquarters may be difficult; and
|
•
|
Integration and enforcement of laws varies significantly among jurisdictions and may change significantly over time.
|
•
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Evolving industry standards,
|
•
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Frequent new product and service introductions,
|
•
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Evolving distribution channels,
|
•
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Increasing demand for customized product and software solutions,
|
•
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Changing customer demands, and
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•
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Changing security protocols.
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•
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Technologically advanced systems that satisfy user demands,
|
•
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Superior customer service,
|
•
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High levels of quality and reliability, and
|
•
|
Dependable and efficient distribution networks.
|
•
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Managing our distribution channel partners;
|
•
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Managing our contract manufacturing and supply chain;
|
•
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Manufacturing an increased number of products;
|
•
|
Increased administrative and operational burden;
|
•
|
Maintaining and improving information technology infrastructure to support growth;
|
•
|
Increased logistical problems common to complex, expansive operations; and
|
•
|
Increasing international operations.
|
•
|
Difficulties and uncertainties in retaining the customers or other business relationships from the acquired entities;
|
•
|
The loss of key employees of acquired entities;
|
•
|
The ability of acquired entities to fulfill their customers’ obligations;
|
•
|
The discovery of unanticipated 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 returns could result in impairment of goodwill or intangible assets acquired;
|
•
|
The acquired entities’ 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 potentially dilutive issuances of equity securities or the incurrence of debt and contingent liabilities.
|
•
|
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 plan to use a substantial portion of cash flow from operations to pay interest and principal on our indebtedness, which may reduce the funds available to ourselves for other purposes, such as acquisitions and capital expenditures;
|
•
|
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.
|
•
|
incur additional indebtedness or guarantees;
|
•
|
pay dividends or make other distributions or repurchase or redeem our stock or prepay or redeem certain indebtedness;
|
•
|
sell or dispose of assets and issue capital stock of restricted subsidiaries;
|
•
|
incur liens or enter into sale-leaseback transactions;
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends;
|
•
|
enter into transactions with affiliates;
|
•
|
engage in new lines of business;
|
•
|
consolidate, merge or enter into other fundamental changes;
|
•
|
make loans, investments and/or acquisitions; and
|
•
|
enter into amendments or modifications of certain material subordinated debt agreements or organizational documents.
|
•
|
finance operations;
|
•
|
make needed capital expenditures;
|
•
|
make strategic acquisitions or investments or enter into alliances;
|
•
|
withstand a future downturn in our business or the economy in general;
|
•
|
engage in business activities, including future opportunities, that may be in our interest; and
|
•
|
plan for or react to market conditions or otherwise execute our business strategies.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
2016
|
|
High
|
|
Low
|
|
2015
|
|
High
|
|
Low
|
||||||||
First Quarter
|
|
$
|
70.30
|
|
|
$
|
52.14
|
|
|
First Quarter
|
|
$
|
92.48
|
|
|
$
|
74.40
|
|
Second Quarter
|
|
68.49
|
|
|
48.51
|
|
|
Second Quarter
|
|
119.47
|
|
|
88.41
|
|
||||
Third Quarter
|
|
71.61
|
|
|
46.13
|
|
|
Third Quarter
|
|
117.00
|
|
|
71.95
|
|
||||
Fourth Quarter
|
|
88.00
|
|
|
62.91
|
|
|
Fourth Quarter
|
|
83.02
|
|
|
63.92
|
|
Item 6.
|
Selected Financial Data
|
|
|
Year Ended December 31,
|
||||||||||||||||||
Net (Loss)/Income
(1)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net sales
|
|
$
|
3,574
|
|
|
$
|
3,650
|
|
|
$
|
1,671
|
|
|
$
|
1,038
|
|
|
$
|
996
|
|
Cost of sales
|
|
1,932
|
|
|
2,006
|
|
|
893
|
|
|
535
|
|
|
505
|
|
|||||
Gross profit
|
|
1,642
|
|
|
1,644
|
|
|
778
|
|
|
503
|
|
|
491
|
|
|||||
Acquisition and integration costs
|
|
125
|
|
|
145
|
|
|
127
|
|
|
5
|
|
|
3
|
|
|||||
Exit and restructuring costs
|
|
19
|
|
|
40
|
|
|
6
|
|
|
6
|
|
|
1
|
|
|||||
Other operating expenses
|
|
1,418
|
|
|
1,422
|
|
|
556
|
|
|
332
|
|
|
323
|
|
|||||
Total operating expenses
|
|
1,562
|
|
|
1,607
|
|
|
689
|
|
|
343
|
|
|
327
|
|
|||||
Operating income
|
|
80
|
|
|
37
|
|
|
89
|
|
|
160
|
|
|
164
|
|
|||||
(Loss) income from continuing operations before income taxes
|
|
(129
|
)
|
(2)
|
(180
|
)
|
(2)
|
17
|
|
(2)
|
164
|
|
|
164
|
|
|||||
(Loss) income from continuing operations, net of tax
|
|
(137
|
)
|
|
(158
|
)
|
|
32
|
|
|
134
|
|
|
122
|
|
|||||
Income from discontinued operations, net of tax
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Net (loss) income
|
|
$
|
(137
|
)
|
|
$
|
(158
|
)
|
|
$
|
32
|
|
|
$
|
134
|
|
|
$
|
123
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
|
$
|
(2.65
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
0.64
|
|
|
$
|
2.65
|
|
|
$
|
2.36
|
|
Income from discontinued operations
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||||
Net (loss) income
|
|
$
|
(2.65
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
0.64
|
|
|
$
|
2.65
|
|
|
$
|
2.38
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
|
$
|
(2.65
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
0.63
|
|
|
$
|
2.63
|
|
|
$
|
2.35
|
|
Income from discontinued operations
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||||
Net (loss) income
|
|
$
|
(2.65
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
0.63
|
|
|
$
|
2.63
|
|
|
$
|
2.37
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
51,579,112
|
|
|
50,996,297
|
|
|
50,789,173
|
|
|
50,692,942
|
|
|
51,566,468
|
|
|||||
Diluted
|
|
51,579,112
|
|
|
50,996,297
|
|
|
51,379,698
|
|
|
51,063,189
|
|
|
51,843,051
|
|
|
|
|
|
December 31,
|
||||||||||||||||
Balance Sheet
(1)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Cash and cash equivalents, investments and marketable securities
|
|
$
|
156
|
|
|
$
|
192
|
|
|
$
|
418
|
|
|
$
|
416
|
|
|
$
|
394
|
|
Working capital
(4)
|
|
273
|
|
|
439
|
|
|
719
|
|
|
635
|
|
|
616
|
|
|||||
Total assets
|
|
4,632
|
|
|
5,040
|
|
|
5,539
|
|
|
1,120
|
|
|
968
|
|
|||||
Long-term liabilities
|
|
2,891
|
|
|
3,252
|
|
|
3,346
|
|
|
15
|
|
|
14
|
|
|||||
Stockholders’ equity
|
|
792
|
|
|
893
|
|
|
1,040
|
|
|
959
|
|
|
857
|
|
(1)
|
Includes the Enterprise business from its date of acquisition, October 27, 2014.
|
(2)
|
2016 includes interest expense of
$193 million
, accelerated loan discount amortization of $3 million due to debt refinancing, and a minimal impact from forward swaps. See Note 9 Long-Term Debt for further information on debt refinancing amendments. 2015 includes interest expense of $197 million and forward swaps gain of $4 million. 2014 includes interest expense of $57 million and forward swaps loss of $5 million.
|
(3)
|
Income from discontinued operations is related to a reversal of amounts previously reserved, which were part of the finalization of the accounting for the sale of Navis, LLC and Proveo AG during 2011.
|
(4)
|
Calculated as current assets minus current liabilities.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|
Percent
Change 2016 vs 2015
|
|
Percent
Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
|
|
||||||||||
Net sales
|
$
|
3,574
|
|
|
$
|
3,650
|
|
|
$
|
1,671
|
|
|
(2.1
|
)%
|
|
118.3
|
%
|
Gross profit
|
1,642
|
|
|
1,644
|
|
|
778
|
|
|
(0.1
|
)%
|
|
111.3
|
%
|
|||
Operating expenses
|
1,562
|
|
|
1,607
|
|
|
689
|
|
|
(2.8
|
)%
|
|
133.1
|
%
|
|||
Operating income
|
$
|
80
|
|
|
$
|
37
|
|
|
$
|
89
|
|
|
116.2
|
%
|
|
(58.4
|
)%
|
Gross margin
|
45.9
|
%
|
|
45.0
|
%
|
|
46.6
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent
Change 2016 vs 2015 |
|
Percent
Change 2015 vs 2014 |
||||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
|
|
||||||||||
Hardware
|
$
|
2,778
|
|
|
$
|
2,863
|
|
|
$
|
1,234
|
|
|
(3.0
|
)%
|
|
132.1
|
%
|
Supplies
|
278
|
|
|
268
|
|
|
265
|
|
|
3.7
|
%
|
|
1.2
|
%
|
|||
Service and Software
|
518
|
|
|
519
|
|
|
172
|
|
|
(0.2
|
)%
|
|
201.7
|
%
|
|||
Total Net sales
|
$
|
3,574
|
|
|
$
|
3,650
|
|
|
$
|
1,671
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent
Change 2016 vs 2015 |
|
Percent
Change 2015 vs 2014 |
||||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
|
|
||||||||||
Europe, Middle East, and Africa
|
$
|
1,138
|
|
|
$
|
1,194
|
|
|
$
|
583
|
|
|
(4.7
|
)%
|
|
104.8
|
%
|
Latin America
|
214
|
|
|
219
|
|
|
135
|
|
|
(2.3
|
)%
|
|
62.7
|
%
|
|||
Asia-Pacific
|
483
|
|
|
463
|
|
|
216
|
|
|
4.3
|
%
|
|
114.3
|
%
|
|||
Total International
|
1,835
|
|
|
1,876
|
|
|
934
|
|
|
(2.2
|
)%
|
|
100.9
|
%
|
|||
North America
|
1,739
|
|
|
1,774
|
|
|
737
|
|
|
(2.0
|
)%
|
|
140.7
|
%
|
|||
Total Net sales
|
$
|
3,574
|
|
|
$
|
3,650
|
|
|
$
|
1,671
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent
Change 2016 vs 2015 |
|
Percent
Change 2015 vs 2014 |
||||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
|
|
||||||||||
Selling and marketing
|
$
|
444
|
|
|
$
|
494
|
|
|
$
|
213
|
|
|
(10.1
|
)%
|
|
131.6
|
%
|
Research and development
|
376
|
|
|
394
|
|
|
151
|
|
|
(4.6
|
)%
|
|
160.7
|
%
|
|||
General and administrative
|
307
|
|
|
283
|
|
|
138
|
|
|
8.5
|
%
|
|
104.8
|
%
|
|||
Amortization of intangible assets
|
229
|
|
|
251
|
|
|
54
|
|
|
(8.8
|
)%
|
|
364.0
|
%
|
|||
Acquisition and integration costs
|
125
|
|
|
145
|
|
|
127
|
|
|
(13.8
|
)%
|
|
14.4
|
%
|
|||
Impairment of goodwill and other intangibles
|
62
|
|
|
—
|
|
|
—
|
|
|
NMF
|
|
|
—
|
%
|
|||
Exit and restructuring costs
|
19
|
|
|
40
|
|
|
6
|
|
|
(52.5
|
)%
|
|
565.9
|
%
|
|||
Total Operating expenses
|
$
|
1,562
|
|
|
$
|
1,607
|
|
|
$
|
689
|
|
|
(2.8
|
)%
|
|
133.2
|
%
|
|
Year Ended December 31,
|
|
Percent
Change 2016 vs 2015 |
|
Percent
Change 2015 vs 2014 |
||||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
|
|
||||||||||
Foreign exchange loss
|
$
|
(5
|
)
|
|
$
|
(23
|
)
|
|
$
|
(9
|
)
|
|
(78.3
|
)%
|
|
162.6
|
%
|
Interest expense
|
(193
|
)
|
|
(193
|
)
|
|
(62
|
)
|
|
—
|
%
|
|
211.3
|
%
|
|||
Other, net
|
(11
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
1,000.0
|
%
|
|
—
|
%
|
|||
Total Other (expenses) income
|
$
|
(209
|
)
|
|
$
|
(217
|
)
|
|
$
|
(72
|
)
|
|
(3.7
|
)%
|
|
201.6
|
%
|
|
Year Ended December 31,
|
|
Percent
Change 2016 vs 2015
|
|
Percent
Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
Net sales
|
$
|
1,247
|
|
|
$
|
1,286
|
|
|
$
|
1,195
|
|
|
(3.0
|
)%
|
|
7.7
|
%
|
Gross profit
|
620
|
|
|
654
|
|
|
598
|
|
|
(5.2
|
)%
|
|
9.4
|
%
|
|||
Operating expenses
|
380
|
|
|
396
|
|
|
360
|
|
|
(3.9
|
)%
|
|
10.0
|
%
|
|||
Operating income
|
$
|
240
|
|
|
$
|
258
|
|
|
$
|
238
|
|
|
(7.0
|
)%
|
|
8.4
|
%
|
Gross margin
|
49.7
|
%
|
|
50.9
|
%
|
|
50.0
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
Percent
Change 2016 vs 2015
|
|
Percent
Change 2015 vs 2014
|
||||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
|
|
||||||||||
Net sales
|
$
|
2,337
|
|
|
$
|
2,380
|
|
|
$
|
482
|
|
|
(1.8
|
)%
|
|
393.6
|
%
|
Gross profit
|
1,032
|
|
|
1,010
|
|
|
215
|
|
|
2.2
|
%
|
|
370.3
|
%
|
|||
Operating expenses
|
746
|
|
|
774
|
|
|
150
|
|
|
(3.6
|
)%
|
|
416.7
|
%
|
|||
Operating income
|
$
|
286
|
|
|
$
|
236
|
|
|
$
|
65
|
|
|
21.2
|
%
|
|
263.1
|
%
|
Gross margin
|
44.2
|
%
|
|
42.4
|
%
|
|
44.5
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
(1) The businesses included in our Enterprise segment were acquired as part of the Acquisition. The Enterprise segment’s results, including the increases in net sales, gross profit, operating expenses and operating income, for the year ended December 31, 2014 was primarily related to the Acquisition. Accordingly, the results for this segment for the year ended December 31, 2014 include only two months (November and December 2014).
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flow (used in) provided by:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
372
|
|
|
$
|
110
|
|
|
$
|
248
|
|
Investing activities
|
(39
|
)
|
|
(148
|
)
|
|
(3,111
|
)
|
|||
Financing activities
|
(376
|
)
|
|
(149
|
)
|
|
3,192
|
|
|||
Effect of exchange rates on cash balances
|
7
|
|
|
(15
|
)
|
|
2
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(36
|
)
|
|
$
|
(202
|
)
|
|
$
|
331
|
|
Senior Notes
|
$
|
1,050
|
|
Term loan
|
1,653
|
|
|
Less: debt issuance costs
|
(22
|
)
|
|
Less: unamortized discounts
|
(33
|
)
|
|
Total outstanding debt
|
$
|
2,648
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
Operating lease obligations
|
$
|
140
|
|
|
$
|
30
|
|
|
$
|
46
|
|
|
$
|
26
|
|
|
$
|
38
|
|
Deferred compensation liability
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Long-term debt – principal payments
|
2,703
|
|
|
—
|
|
|
—
|
|
|
1,653
|
|
|
1,050
|
|
|||||
Interest payments
|
752
|
|
|
135
|
|
|
270
|
|
|
270
|
|
|
77
|
|
|||||
Interest on interest rate swaps
|
45
|
|
|
11
|
|
|
22
|
|
|
12
|
|
|
—
|
|
|||||
Purchase obligations
|
318
|
|
|
318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
3,969
|
|
|
$
|
494
|
|
|
$
|
338
|
|
|
$
|
1,961
|
|
|
$
|
1,176
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
December 31,
|
||||||
Foreign exchange
|
2016
|
|
2015
|
||||
Dollar/Pound
|
|
|
|
||||
Effect on Pretax Income
|
$
|
—
|
|
|
$
|
1
|
|
Effect on Diluted EPS (after tax)
|
—
|
|
|
0.01
|
|
||
Dollar/Euro
|
|
|
|
||||
Effect on Pretax Income
|
$
|
19
|
|
|
$
|
13
|
|
Effect on Diluted EPS (after tax)
|
0.24
|
|
|
0.16
|
|
||
Euro/Pound
|
|
|
|
||||
Effect on Pretax Income
|
$
|
1
|
|
|
$
|
1
|
|
Effect on Diluted EPS (after tax)
|
0.01
|
|
|
0.02
|
|
||
Dollar/Czech Koruna
|
|
|
|
||||
Effect on Pretax Income
|
$
|
1
|
|
|
$
|
1
|
|
Effect on Diluted EPS (after tax)
|
0.01
|
|
|
0.01
|
|
||
Dollar/Brazilian Real
|
|
|
|
||||
Effect on Pretax Income
|
$
|
1
|
|
|
$
|
1
|
|
Effect on Diluted EPS (after tax)
|
0.01
|
|
|
0.01
|
|
||
Dollar/Canadian dollar
|
|
|
|
||||
Effect on Pretax Income
|
$
|
—
|
|
|
$
|
1
|
|
Effect on Diluted EPS (after tax)
|
—
|
|
|
0.01
|
|
||
Dollar/Malaysian Ringgit
|
|
|
|
||||
Effect on Pretax Income
|
$
|
1
|
|
|
$
|
—
|
|
Effect on Diluted EPS (after tax)
|
0.01
|
|
|
—
|
|
||
Dollar/Australian Dollar
|
|
|
|
||||
Effect on Pretax Income
|
$
|
1
|
|
|
$
|
—
|
|
Effect on Diluted EPS (after tax)
|
0.01
|
|
|
—
|
|
||
Dollar/Singapore Dollar
|
|
|
|
||||
Effect on Pretax Income
|
$
|
1
|
|
|
$
|
—
|
|
Effect on Diluted EPS (after tax)
|
0.01
|
|
|
—
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
ZEBRA TECHNOLOGIES CORPORATION
|
By:
/s/ Anders Gustafsson
|
Anders Gustafsson
|
Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ Anders Gustafsson
Anders Gustafsson
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
February 27, 2017
|
|
|
|
|
|
|
/s/ Olivier Leonetti
Olivier Leonetti
|
Chief Financial Officer
(Principal Financial Officer)
|
February 27, 2017
|
|
|
|
/s/ Colleen O’Sullivan
Colleen O’Sullivan
|
Chief Accounting Officer
|
February 27, 2017
|
|
|
|
/s/ Michael A. Smith
Michael A. Smith
|
Director and Chairman of the Board of
Directors
|
February 27, 2017
|
|
|
|
/s/ Andrew K. Ludwick
Andrew K. Ludwick
|
Director
|
February 27, 2017
|
|
|
|
/s/ Ross W. Manire
Ross W. Manire
|
Director
|
February 27, 2017
|
|
|
|
/s/ Richard L. Keyser
Richard L. Keyser
|
Director
|
February 27, 2017
|
|
|
|
/s/ Janice M. Roberts
Janice M. Roberts
|
Director
|
February 27, 2017
|
|
|
|
/s/ Chirantan J. Desai
Chirantan J. Desai
|
Director
|
February 27, 2017
|
|
|
|
/s/ Frank B. Modruson
Frank B. Modruson
|
Director
|
February 27, 2017
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
156
|
|
|
$
|
192
|
|
Accounts receivable, net
|
625
|
|
|
671
|
|
||
Inventories, net
|
345
|
|
|
397
|
|
||
Income tax receivable
|
32
|
|
|
4
|
|
||
Prepaid expenses and other current assets
|
64
|
|
|
70
|
|
||
Total Current assets
|
1,222
|
|
|
1,334
|
|
||
Property, plant and equipment, net
|
292
|
|
|
298
|
|
||
Goodwill
|
2,458
|
|
|
2,490
|
|
||
Other intangibles, net
|
480
|
|
|
757
|
|
||
Long-term deferred income taxes
|
113
|
|
|
70
|
|
||
Other long-term assets
|
67
|
|
|
91
|
|
||
Total Assets
|
$
|
4,632
|
|
|
$
|
5,040
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
413
|
|
|
$
|
289
|
|
Accrued liabilities
|
323
|
|
|
367
|
|
||
Deferred revenue
|
191
|
|
|
197
|
|
||
Income taxes payable
|
22
|
|
|
42
|
|
||
Total Current liabilities
|
949
|
|
|
895
|
|
||
Long-term debt
|
2,648
|
|
|
3,012
|
|
||
Long-term deferred tax liability
|
3
|
|
|
1
|
|
||
Long-term deferred revenue
|
124
|
|
|
124
|
|
||
Other long-term liabilities
|
116
|
|
|
115
|
|
||
Total Liabilities
|
3,840
|
|
|
4,147
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; authorized 10,000,000 shares; none issued
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value; authorized 150,000,000 shares; issued 72,151,857 shares
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
210
|
|
|
194
|
|
||
Treasury stock at cost, 19,267,269 and 19,990,006 shares at December 31, 2016 and December 31, 2015, respectively
|
(614
|
)
|
|
(631
|
)
|
||
Retained earnings
|
1,240
|
|
|
1,377
|
|
||
Accumulated other comprehensive loss
|
(45
|
)
|
|
(48
|
)
|
||
Total Stockholders’ Equity
|
792
|
|
|
893
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
4,632
|
|
|
$
|
5,040
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Net sales of tangible products
|
$
|
3,056
|
|
|
$
|
3,131
|
|
|
$
|
1,499
|
|
Revenue from services and software
|
518
|
|
|
519
|
|
|
172
|
|
|||
Total Net sales
|
3,574
|
|
|
3,650
|
|
|
1,671
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Cost of sales of tangible products
|
1,593
|
|
|
1,629
|
|
|
792
|
|
|||
Cost of services and software
|
339
|
|
|
377
|
|
|
101
|
|
|||
Total Cost of sales
|
1,932
|
|
|
2,006
|
|
|
893
|
|
|||
Gross profit
|
1,642
|
|
|
1,644
|
|
|
778
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling and marketing
|
444
|
|
|
494
|
|
|
213
|
|
|||
Research and development
|
376
|
|
|
394
|
|
|
151
|
|
|||
General and administrative
|
307
|
|
|
283
|
|
|
138
|
|
|||
Amortization of intangible assets
|
229
|
|
|
251
|
|
|
54
|
|
|||
Acquisition and integration costs
|
125
|
|
|
145
|
|
|
127
|
|
|||
Impairment of goodwill and other intangibles
|
62
|
|
|
—
|
|
|
—
|
|
|||
Exit and restructuring costs
|
19
|
|
|
40
|
|
|
6
|
|
|||
Total Operating expenses
|
1,562
|
|
|
1,607
|
|
|
689
|
|
|||
Operating income
|
80
|
|
|
37
|
|
|
89
|
|
|||
Other expenses:
|
|
|
|
|
|
||||||
Foreign exchange loss
|
(5
|
)
|
|
(23
|
)
|
|
(9
|
)
|
|||
Interest expense, net
|
(193
|
)
|
|
(193
|
)
|
|
(62
|
)
|
|||
Other, net
|
(11
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Total Other expenses
|
(209
|
)
|
|
(217
|
)
|
|
(72
|
)
|
|||
(Loss) income before income taxes
|
(129
|
)
|
|
(180
|
)
|
|
17
|
|
|||
Income tax expense (benefit)
|
8
|
|
|
(22
|
)
|
|
(15
|
)
|
|||
Net (loss) income
|
$
|
(137
|
)
|
|
$
|
(158
|
)
|
|
$
|
32
|
|
Basic (loss) earnings per share
|
$
|
(2.65
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
0.64
|
|
Diluted (loss) earnings per share
|
$
|
(2.65
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
0.63
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
51,579,112
|
|
|
50,996,297
|
|
|
50,789,173
|
|
|||
Diluted weighted average and equivalent shares outstanding
|
51,579,112
|
|
|
50,996,297
|
|
|
51,379,698
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income
|
$
|
(137
|
)
|
|
$
|
(158
|
)
|
|
$
|
32
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on anticipated sales hedging transactions
|
7
|
|
|
(6
|
)
|
|
7
|
|
|||
Unrealized (loss) on forward interest rate swaps hedging transactions
|
—
|
|
|
(7
|
)
|
|
(8
|
)
|
|||
Foreign currency translation adjustment
|
(4
|
)
|
|
(26
|
)
|
|
1
|
|
|||
Comprehensive (loss) income
|
$
|
(134
|
)
|
|
$
|
(197
|
)
|
|
$
|
32
|
|
|
|
Class A Common Stock Shares
|
|
Class A
Common
Stock Amount
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
|
|||||||||||||
Balance at December 31, 2013
|
|
50,349,546
|
|
|
$
|
1
|
|
|
$
|
143
|
|
|
$
|
(679
|
)
|
|
$
|
1,503
|
|
|
$
|
(9
|
)
|
|
$
|
959
|
|
Issuance of treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards net of cancellations
|
|
1,370,705
|
|
|
—
|
|
|
(22
|
)
|
|
50
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||
Shares withheld related to net share settlement
|
|
(65,914
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Additional tax benefit resulting from exercise of options
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||||
Unrealized gain anticipated sales hedging transactions (net of income taxes)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||
Unrealized loss on forward interest rate swaps hedging transactions (net of income taxes)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Balance at December 31, 2014
|
|
51,654,337
|
|
|
$
|
1
|
|
|
$
|
147
|
|
|
$
|
(634
|
)
|
|
$
|
1,535
|
|
|
$
|
(9
|
)
|
|
$
|
1,040
|
|
Issuance of treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards net of cancellations
|
|
646,395
|
|
|
—
|
|
|
1
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||||
Shares withheld related to net share settlement
|
|
(138,881
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Issuance of warrants exercisable for 250,000 shares, exercise price $89.34, expiration April 5, 2017
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Additional tax benefit resulting from exercise of options
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
(158
|
)
|
||||||
Unrealized loss on anticipated sales hedging transactions (net of income taxes)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Unrealized loss on forward interest rate swaps hedging transactions (net of income taxes)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
||||||
Balance at December 31, 2015
|
|
52,161,851
|
|
|
$
|
1
|
|
|
$
|
194
|
|
|
$
|
(631
|
)
|
|
$
|
1,377
|
|
|
$
|
(48
|
)
|
|
$
|
893
|
|
Issuance of treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards net of cancellations
|
|
817,943
|
|
|
—
|
|
|
(14
|
)
|
|
25
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Shares withheld related to net share settlement
|
|
(95,206
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Additional tax benefit resulting from exercise of options
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
||||||
Unrealized gain on anticipated sales hedging transactions (net of income taxes)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Balance at December 31, 2016
|
|
52,884,588
|
|
|
$
|
1
|
|
|
$
|
210
|
|
|
$
|
(614
|
)
|
|
$
|
1,240
|
|
|
$
|
(45
|
)
|
|
$
|
792
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(137
|
)
|
|
$
|
(158
|
)
|
|
$
|
32
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
304
|
|
|
320
|
|
|
81
|
|
|||
Impairment of goodwill, intangibles and other assets
|
69
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt issuance cost and discount
|
23
|
|
|
16
|
|
|
2
|
|
|||
Share-based compensation
|
27
|
|
|
31
|
|
|
20
|
|
|||
Excess tax benefit from share-based compensation
|
(3
|
)
|
|
(12
|
)
|
|
(6
|
)
|
|||
Deferred income taxes
|
(44
|
)
|
|
(142
|
)
|
|
(44
|
)
|
|||
Unrealized (gain) loss on forward interest rate swaps
|
—
|
|
|
(4
|
)
|
|
5
|
|
|||
Other
|
3
|
|
|
14
|
|
|
4
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
34
|
|
|
2
|
|
|
(70
|
)
|
|||
Inventories, net
|
34
|
|
|
(13
|
)
|
|
(2
|
)
|
|||
Other assets
|
7
|
|
|
(7
|
)
|
|
(13
|
)
|
|||
Accounts payable
|
125
|
|
|
(21
|
)
|
|
62
|
|
|||
Accrued liabilities
|
(29
|
)
|
|
(5
|
)
|
|
164
|
|
|||
Deferred revenue
|
7
|
|
|
16
|
|
|
10
|
|
|||
Income taxes
|
(41
|
)
|
|
47
|
|
|
(5
|
)
|
|||
Other operating activities
|
(7
|
)
|
|
26
|
|
|
8
|
|
|||
Net cash provided by operating activities
|
372
|
|
|
110
|
|
|
248
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(52
|
)
|
|
(3,399
|
)
|
|||
Purchases of property, plant and equipment
|
(77
|
)
|
|
(122
|
)
|
|
(39
|
)
|
|||
Proceeds from the sale of a business
|
39
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of long-term investments
|
—
|
|
|
3
|
|
|
—
|
|
|||
Purchases of long-term investments
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Purchases of investments and marketable securities
|
—
|
|
|
(1
|
)
|
|
(651
|
)
|
|||
Maturities of investments and marketable securities
|
—
|
|
|
—
|
|
|
336
|
|
|||
Proceeds from sales of investments and marketable securities
|
—
|
|
|
25
|
|
|
644
|
|
|||
Net cash used in investing activities
|
(39
|
)
|
|
(148
|
)
|
|
(3,111
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment of debt issuance costs
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||
Proceeds from issuance of long-term debt
|
102
|
|
|
—
|
|
|
3,189
|
|
|||
Payment of long term-debt
|
(484
|
)
|
|
(165
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options and stock purchase plan purchases
|
11
|
|
|
17
|
|
|
26
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(8
|
)
|
|
(13
|
)
|
|
(5
|
)
|
|||
Excess tax benefit from share-based compensation
|
3
|
|
|
12
|
|
|
6
|
|
|||
Net cash (used in) provided by financing activities
|
(376
|
)
|
|
(149
|
)
|
|
3,192
|
|
|||
Effect of exchange rate changes on cash
|
7
|
|
|
(15
|
)
|
|
2
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(36
|
)
|
|
(202
|
)
|
|
331
|
|
|||
Cash and cash equivalents at beginning of year
|
192
|
|
|
394
|
|
|
63
|
|
|||
Cash and cash equivalents at end of year
|
$
|
156
|
|
|
$
|
192
|
|
|
$
|
394
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
81
|
|
|
$
|
38
|
|
|
$
|
17
|
|
Interest paid
|
$
|
180
|
|
|
$
|
183
|
|
|
$
|
—
|
|
•
|
April 2,
|
•
|
July 2,
|
•
|
October 1, and
|
•
|
December 31.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Buildings
|
$
|
51
|
|
|
$
|
50
|
|
Land
|
10
|
|
|
10
|
|
||
Machinery and equipment
|
226
|
|
|
195
|
|
||
Furniture and office equipment
|
15
|
|
|
20
|
|
||
Software and computer equipment
|
197
|
|
|
180
|
|
||
Leasehold improvements
|
64
|
|
|
63
|
|
||
Projects in progress
|
35
|
|
|
36
|
|
||
|
598
|
|
|
554
|
|
||
Less accumulated depreciation
|
(306
|
)
|
|
(256
|
)
|
||
Property, plant and equipment, net
|
$
|
292
|
|
|
$
|
298
|
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
Warranty reserve
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at the beginning of the year
|
$
|
22
|
|
|
$
|
25
|
|
|
$
|
4
|
|
Acquisition
|
—
|
|
|
—
|
|
|
21
|
|
|||
Warranty expense
|
31
|
|
|
30
|
|
|
13
|
|
|||
Warranty payments
|
(32
|
)
|
|
(33
|
)
|
|
(13
|
)
|
|||
Balance at the end of the year
|
$
|
21
|
|
|
$
|
22
|
|
|
$
|
25
|
|
|
Year Ended December 31,
|
||||||||||
Compensation costs and related income tax benefit
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
1
|
|
Selling and marketing
|
6
|
|
|
8
|
|
|
4
|
|
|||
Research and development
|
9
|
|
|
8
|
|
|
3
|
|
|||
General and administration
|
11
|
|
|
14
|
|
|
12
|
|
|||
Total compensation expense
|
$
|
28
|
|
|
$
|
33
|
|
|
$
|
20
|
|
Income tax benefit
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
7
|
|
|
December 31, 2016
|
||||||||||
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net Amount
|
||||||
Amortized intangible assets
|
|
|
|
|
|
||||||
Current technology
|
$
|
24
|
|
|
$
|
(21
|
)
|
|
$
|
3
|
|
Trade names
|
40
|
|
|
(40
|
)
|
|
—
|
|
|||
Unpatented technology
|
241
|
|
|
(146
|
)
|
|
95
|
|
|||
Patents and patent rights
|
238
|
|
|
(161
|
)
|
|
77
|
|
|||
Customer relationships
|
478
|
|
|
(173
|
)
|
|
305
|
|
|||
Total
|
$
|
1,021
|
|
|
$
|
(541
|
)
|
|
$
|
480
|
|
Amortization expense for the year ended December 31, 2016
|
|
$
|
229
|
|
|
|
Estimated amortization expense:
|
Amount
|
||
For the year ended December 31, 2017
|
$
|
181
|
|
For the year ended December 31, 2018
|
96
|
|
|
For the year ended December 31, 2019
|
83
|
|
|
For the year ended December 31, 2020
|
39
|
|
|
For the year ended December 31, 2021
|
37
|
|
|
Thereafter
|
44
|
|
|
Total
|
$
|
480
|
|
|
December 31, 2015
|
||||||||||
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Net Amount
|
||||||
Amortized intangible assets
|
|
|
|
|
|
||||||
Current technology
|
$
|
25
|
|
|
$
|
(19
|
)
|
|
$
|
6
|
|
Trade names
|
40
|
|
|
(24
|
)
|
|
16
|
|
|||
Unpatented technology
|
270
|
|
|
(87
|
)
|
|
183
|
|
|||
Patent and patent rights
|
247
|
|
|
(99
|
)
|
|
148
|
|
|||
Customer relationships
|
517
|
|
|
(113
|
)
|
|
404
|
|
|||
Total
|
$
|
1,099
|
|
|
$
|
(342
|
)
|
|
$
|
757
|
|
Amortization expense for the year ended December 31, 2015
|
|
$
|
251
|
|
|
|
|
Total
|
||
Goodwill as of December 31, 2014
|
$
|
2,490
|
|
Opening balance sheet adjustments – Enterprise 2015
|
8
|
|
|
Foreign exchange impact
|
(8
|
)
|
|
Goodwill as of December 31, 2015
|
2,490
|
|
|
Impairment charge – wireless LAN divestiture
|
(32
|
)
|
|
Goodwill as of December 31, 2016
|
$
|
2,458
|
|
Type of Cost
|
|
Cumulative costs incurred
through December 31, 2016 |
|
Costs incurred
for the year ended December 31, 2016
|
|
Cumulative costs incurred
through December 31, 2015 |
||||||
Severance, stay bonuses, and other employee-related expenses
|
|
$
|
54
|
|
|
$
|
17
|
|
|
$
|
37
|
|
Obligations for future non-cancellable lease payments
|
|
11
|
|
|
2
|
|
|
9
|
|
|||
Total
|
|
$
|
65
|
|
|
$
|
19
|
|
|
$
|
46
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
$
|
15
|
|
|
$
|
7
|
|
Charged to earnings
|
19
|
|
|
40
|
|
||
Cash paid
|
(22
|
)
|
|
(32
|
)
|
||
WLAN divestiture
|
(2
|
)
|
|
—
|
|
||
Balance at the end of year
|
$
|
10
|
|
|
$
|
15
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued liabilities
|
$
|
7
|
|
|
$
|
10
|
|
Other long-term liabilities
|
3
|
|
|
5
|
|
||
Total liabilities related to exit and restructuring activities
|
$
|
10
|
|
|
$
|
15
|
|
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 on 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.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
(1)
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Money market investments related to the deferred compensation plan
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Total Assets at fair value
|
$
|
22
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
34
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward interest rate swap contracts
(2)
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
Liabilities related to the deferred compensation plan
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Total Liabilities at fair value
|
$
|
11
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
(1)
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Money market investments related to the deferred compensation plan
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Total Assets at fair value
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward interest rate swap contracts
(2)
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
Liabilities related to the deferred compensation plan
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Total Liabilities at fair value
|
$
|
9
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
35
|
|
(1)
|
The fair value of foreign exchange contracts is calculated as follows:
|
a.
|
Fair value of a collar or put option contract associated with forecasted sales hedges is calculated using bid and ask rates for similar contracts.
|
b.
|
Fair value of regular forward contracts associated with forecasted sales hedges is calculated using the period-end exchange rate adjusted for current forward points.
|
c.
|
Fair value of hedges against net assets is calculated at the period end exchange rate adjusted for current forward points unless the hedge has been traded but not settled at period 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). As a result, transfers from Level 2 to Level 1 of the fair value hierarchy totaled
$11 million
and
$6 million
as of December 31, 2016 and 2015, respectively.
|
(2)
|
The fair value of forward interest rate swap contracts 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 own credit risk and the interest rate swap terms. See gross balance reporting in Note 8 Derivative Instruments.
|
|
Asset (Liability) Derivatives
|
||||||||
|
Balance Sheet Classification
|
|
Fair Value
|
||||||
|
|
|
December 31
|
||||||
|
|
|
2016
|
|
2015
|
||||
Derivative instruments designated as hedges:
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
12
|
|
|
$
|
2
|
|
Forward interest rate swaps
|
Accrued liabilities
|
|
(3
|
)
|
|
(1
|
)
|
||
Forward interest rate swaps
|
Other long-term liabilities
|
|
(13
|
)
|
|
(14
|
)
|
||
Total derivative instruments designated as hedges
|
|
|
$
|
(4
|
)
|
|
$
|
(13
|
)
|
|
|
|
|
|
|
||||
Derivative instruments not designated as hedges:
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
|
$
|
11
|
|
|
$
|
5
|
|
Forward interest rate swaps
|
Accrued liabilities
|
|
(1
|
)
|
|
(2
|
)
|
||
Forward interest rate swaps
|
Other long-term liabilities
|
|
(10
|
)
|
|
(9
|
)
|
||
Total derivative instruments not designated as hedges
|
|
|
—
|
|
|
(6
|
)
|
||
Total Net Derivative Liability
|
|
|
$
|
(4
|
)
|
|
$
|
(19
|
)
|
|
Gain (Loss) Recognized in Income
|
||||||||||||
|
|
|
Year Ended December 31,
|
||||||||||
|
Statement of Operations Classification
|
|
2016
|
|
2015
|
|
2014
|
||||||
Derivative instruments not designated as hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
Foreign exchange gain
|
|
$
|
5
|
|
|
$
|
11
|
|
|
$
|
6
|
|
Forward interest rate swaps
|
Interest expense, net
|
|
—
|
|
|
4
|
|
|
(5
|
)
|
|||
Total gain recognized in income
|
|
|
$
|
5
|
|
|
$
|
15
|
|
|
$
|
1
|
|
|
Gross Fair
Value
|
|
Counterparty
Offsetting
|
|
Net Fair
Value in the
Consolidated
Balance
Sheets
|
||||||
Counterparty A
|
$
|
12
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Counterparty B
|
4
|
|
|
2
|
|
|
2
|
||||
Counterparty C
|
4
|
|
|
1
|
|
|
3
|
||||
Counterparty D
|
9
|
|
|
3
|
|
|
6
|
||||
Counterparty E
|
4
|
|
2
|
|
2
|
||||||
Counterparty F
|
4
|
|
|
2
|
|
|
2
|
||||
Counterparty G
|
6
|
|
|
—
|
|
|
6
|
||||
Total
|
$
|
43
|
|
|
$
|
16
|
|
|
$
|
27
|
|
Year 2017
|
$
|
697
|
|
Year 2018
|
544
|
|
|
Year 2019
|
544
|
|
|
Year 2020
|
272
|
|
|
Year 2021
|
272
|
|
|
Notional balance of outstanding contracts
|
$
|
2,329
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Senior Notes
|
$
|
1,050
|
|
|
$
|
1,050
|
|
Term Loan
|
1,653
|
|
|
2,035
|
|
||
Less: debt issuance costs
|
(22
|
)
|
|
(26
|
)
|
||
Less: unamortized discounts
|
(33
|
)
|
|
(47
|
)
|
||
Total outstanding debt
|
$
|
2,648
|
|
|
$
|
3,012
|
|
2017
|
$
|
—
|
|
|||
2018
|
—
|
|
||||
2019
|
—
|
|
||||
2020
|
—
|
|
||||
2021
|
1,653
|
|
||||
Thereafter
|
1,050
|
|
||||
Total maturities of long-term debt
|
$
|
2,703
|
|
|
Payments Due By Period
|
||
2017
|
$
|
30
|
|
2018
|
25
|
|
|
2019
|
21
|
|
|
2020
|
16
|
|
|
2021
|
10
|
|
|
Thereafter
|
38
|
|
|
Total minimum lease obligations
|
$
|
140
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Rent expense
|
$
|
39
|
|
|
$
|
45
|
|
|
$
|
21
|
|
Available for future grants at December 31, 2015
|
3,430,707
|
|
Newly authorized options
|
—
|
|
Granted
|
(1,204,214
|
)
|
Cancellation and forfeitures
|
—
|
|
Plan termination
|
—
|
|
Available for future grants at December 31, 2016
|
2,226,493
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Stock Awards
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||||||||
Outstanding at beginning of period
|
1,397,611
|
|
|
$
|
56.78
|
|
|
1,292,142
|
|
|
$
|
42.20
|
|
|
1,402,784
|
|
|
$
|
36.36
|
|
Granted
|
627,971
|
|
|
52.13
|
|
|
332,159
|
|
|
107.31
|
|
|
195,560
|
|
|
74.59
|
|
|||
Exercised
|
(160,946
|
)
|
|
35.37
|
|
|
(179,702
|
)
|
|
40.71
|
|
|
(267,077
|
)
|
|
34.03
|
|
|||
Forfeited
|
(115,215
|
)
|
|
65.74
|
|
|
(45,441
|
)
|
|
75.26
|
|
|
(38,738
|
)
|
|
50.57
|
|
|||
Expired
|
(8,635
|
)
|
|
88.65
|
|
|
(1,547
|
)
|
|
47.11
|
|
|
(387
|
)
|
|
46.07
|
|
|||
Outstanding at end of period
|
1,740,786
|
|
|
$
|
56.15
|
|
|
1,397,611
|
|
|
$
|
56.78
|
|
|
1,292,142
|
|
|
$
|
42.20
|
|
Exercisable at end of period
|
828,754
|
|
|
$
|
45.14
|
|
|
736,075
|
|
|
$
|
35.90
|
|
|
586,344
|
|
|
$
|
33.03
|
|
|
2016
|
|
2015
|
|
2014
|
Expected dividend yield
|
0%
|
|
0%
|
|
0%
|
Forfeiture rate
|
9.01%
|
|
10.24%
|
|
10.32%
|
Volatility
|
43.14%
|
|
33.98%
|
|
34.92%
|
Risk free interest rate
|
1.29%
|
|
1.53%
|
|
1.73%
|
Range of interest rates
|
0.25%-1.75%
|
|
0.02% - 2.14%
|
|
0.02% - 2.61%
|
Expected weighted-average life
|
5.33
|
|
5.32
|
|
5.36
|
Fair value of SARs granted (in millions)
|
$13
|
|
$12
|
|
$5
|
Weighted-average grant date fair value of SARs granted
(per underlying share) |
$20.18
|
|
$35.00
|
|
$24.98
|
|
Outstanding
|
|
Exercisable
|
||||
Aggregate intrinsic value - (in millions)
|
$
|
28
|
|
|
$
|
20
|
|
Weighted-average remaining contractual term
|
7.0
|
|
|
5.0
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Non-qualified Options
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|||||||||
Outstanding at beginning of year
|
204,434
|
|
|
$
|
36.66
|
|
|
415,960
|
|
|
$
|
40.19
|
|
|
956,502
|
|
|
$
|
42.77
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(47,393
|
)
|
|
38.60
|
|
|
(209,976
|
)
|
|
43.53
|
|
|
(540,542
|
)
|
|
44.76
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Expired
|
(2,490
|
)
|
|
43.35
|
|
|
(1,550
|
)
|
|
51.62
|
|
|
—
|
|
|
—
|
|
|||
Outstanding at end of year
|
154,551
|
|
|
$
|
35.96
|
|
|
204,434
|
|
|
$
|
36.66
|
|
|
415,960
|
|
|
$
|
40.19
|
|
Exercisable at end of year
|
154,551
|
|
|
$
|
35.96
|
|
|
204,434
|
|
|
$
|
36.66
|
|
|
415,960
|
|
|
$
|
40.19
|
|
|
Outstanding
|
|
Exercisable
|
||||
Aggregate intrinsic value - (in millions)
|
$
|
4
|
|
|
$
|
4
|
|
Weighted-average remaining contractual term
|
1.32
|
|
|
1.32
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Restricted Stock Awards
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||||||||
Outstanding at beginning of year
|
|
566,447
|
|
|
$
|
77.68
|
|
|
691,621
|
|
|
$
|
60.06
|
|
|
435,377
|
|
|
$
|
40.92
|
|
Granted
|
|
389,193
|
|
|
51.93
|
|
|
185,782
|
|
|
107.17
|
|
|
423,644
|
|
|
73.42
|
|
|||
Released
|
|
(275,229
|
)
|
|
59.39
|
|
|
(253,801
|
)
|
|
51.95
|
|
|
(153,200
|
)
|
|
43.16
|
|
|||
Forfeited
|
|
(57,597
|
)
|
|
70.50
|
|
|
(57,155
|
)
|
|
75.11
|
|
|
(14,200
|
)
|
|
54.08
|
|
|||
Outstanding at end of year
|
|
622,814
|
|
|
$
|
70.19
|
|
|
566,447
|
|
|
$
|
77.68
|
|
|
691,621
|
|
|
$
|
60.06
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Performance Share Awards
|
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|
Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||||||||
Outstanding at beginning of year
|
|
332,630
|
|
|
$
|
73.40
|
|
|
374,180
|
|
|
$
|
61.53
|
|
|
195,159
|
|
|
$
|
42.25
|
|
Granted
|
|
172,024
|
|
|
51.01
|
|
|
106,411
|
|
|
75.77
|
|
|
233,111
|
|
|
73.00
|
|
|||
Released
|
|
(111,325
|
)
|
|
46.58
|
|
|
(120,000
|
)
|
|
38.67
|
|
|
(33,535
|
)
|
|
41.45
|
|
|||
Forfeited
|
|
(14,103
|
)
|
|
75.73
|
|
|
(27,961
|
)
|
|
73.45
|
|
|
(20,555
|
)
|
|
41.45
|
|
|||
Outstanding at end of year
|
|
379,226
|
|
|
$
|
70.14
|
|
|
332,630
|
|
|
$
|
73.40
|
|
|
374,180
|
|
|
$
|
61.53
|
|
|
|
|
Year Ended December 31,
|
||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
(120
|
)
|
|
$
|
(288
|
)
|
|
$
|
(122
|
)
|
Outside United States
|
(9
|
)
|
|
108
|
|
|
139
|
|
|||
Total
|
$
|
(129
|
)
|
|
$
|
(180
|
)
|
|
$
|
17
|
|
|
|
|
Year Ended December 31,
|
||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
14
|
|
|
$
|
84
|
|
|
$
|
6
|
|
State
|
6
|
|
|
4
|
|
|
4
|
|
|||
Foreign
|
31
|
|
|
32
|
|
|
19
|
|
|||
Total current
|
51
|
|
|
120
|
|
|
29
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(31
|
)
|
|
(117
|
)
|
|
(38
|
)
|
|||
State
|
(6
|
)
|
|
(24
|
)
|
|
(5
|
)
|
|||
Foreign
|
(6
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Total deferred
|
(43
|
)
|
|
(142
|
)
|
|
(44
|
)
|
|||
Total expense (benefit)
|
$
|
8
|
|
|
$
|
(22
|
)
|
|
$
|
(15
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Capitalized research expenditures
|
$
|
58
|
|
|
$
|
46
|
|
Deferred revenue
|
57
|
|
|
59
|
|
||
Tax credits
|
33
|
|
|
32
|
|
||
Net operating loss carryforwards
|
35
|
|
|
65
|
|
||
Other accruals
|
35
|
|
|
47
|
|
||
Inventory items
|
27
|
|
|
27
|
|
||
Capitalized software costs
|
25
|
|
|
43
|
|
||
Sales return/rebate reserve
|
23
|
|
|
22
|
|
||
Share-based compensation expense
|
15
|
|
|
15
|
|
||
Accrued bonus
|
11
|
|
|
16
|
|
||
Unrealized gains and losses on securities and investments
|
4
|
|
|
10
|
|
||
Valuation allowance
|
(47
|
)
|
|
(48
|
)
|
||
Total deferred tax assets
|
276
|
|
|
334
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Unrealized loss on other investments
|
—
|
|
|
—
|
|
||
Depreciation and amortization
|
165
|
|
|
265
|
|
||
Undistributed earnings
|
1
|
|
|
—
|
|
||
Total deferred tax liabilities
|
$
|
166
|
|
|
$
|
265
|
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
$
|
40
|
|
|
$
|
19
|
|
Additions for tax positions related to the current year
|
2
|
|
|
6
|
|
||
Additions for tax positions related to prior years
|
2
|
|
|
18
|
|
||
Reductions for tax positions related to prior years
|
(2
|
)
|
|
(2
|
)
|
||
Settlements for tax positions
|
-
|
|
|
(1
|
)
|
||
Balance at end of year
|
$
|
42
|
|
|
$
|
40
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average shares:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
51,579,112
|
|
|
50,996,297
|
|
|
50,789,173
|
|
|||
Effect of dilutive securities outstanding
|
—
|
|
|
—
|
|
|
590,525
|
|
|||
Diluted weighted average and equivalent shares outstanding
|
51,579,112
|
|
|
50,996,297
|
|
|
51,379,698
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(137
|
)
|
|
$
|
(158
|
)
|
|
$
|
32
|
|
|
|
|
|
|
|
||||||
Basic per share amounts:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
51,579,112
|
|
|
50,996,297
|
|
|
50,789,173
|
|
|||
Per share amount
|
$
|
(2.65
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
0.64
|
|
Diluted per share amounts:
|
|
|
|
|
|
||||||
Diluted weighted average and equivalent shares outstanding
|
51,579,112
|
|
|
50,996,297
|
|
|
51,379,698
|
|
|||
Per share amount
|
$
|
(2.65
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
0.63
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Anti-dilutive shares
|
1,391,567
|
|
|
1,421,506
|
|
|
175,902
|
|
•
|
Unrealized (loss) gain on anticipated sales hedging transactions
relate 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 8 Derivative Instruments.
|
•
|
Unrealized (loss) gain on forward interest rate swaps hedging transactions
refer to the hedging of the interest rate risk exposure associated with the variable rate commitment entered into for the Acquisition. See Note 8 Derivative Instruments for more details.
|
•
|
Foreign currency translation adjustment
relates to the Company’s non-U.S. subsidiary companies that have been designated a functional currency other than the U.S. dollar. The Company is required to translate the subsidiary functional currency financial statements to 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 other comprehensive (loss) income.
|
|
|
Unrealized gains (losses) on sales hedging
|
|
Unrealized gains (losses) on forward interest rate swaps
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
(9
|
)
|
|
|
Other comprehensive (loss) income before reclassifications
|
8
|
|
|
(12
|
)
|
|
1
|
|
|
(3
|
)
|
||||
|
Amounts reclassified from AOCI
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
Tax benefit (expense)
|
(2
|
)
|
|
4
|
|
|
—
|
|
|
2
|
|
||||
|
Other comprehensive income (loss)
|
7
|
|
|
(8
|
)
|
|
1
|
|
|
—
|
|
||||
Balance at December 31, 2014
|
5
|
|
|
(8
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|||||
|
Other comprehensive (loss) income before reclassifications
|
7
|
|
|
(12
|
)
|
|
(11
|
)
|
|
(16
|
)
|
||||
|
Amounts reclassified from AOCI
|
(15
|
)
|
|
1
|
|
|
(15
|
)
|
|
(29
|
)
|
||||
|
Tax benefit (expense)
|
2
|
|
|
4
|
|
|
—
|
|
|
6
|
|
||||
|
Other comprehensive (loss) income
|
(6
|
)
|
|
(7
|
)
|
|
(26
|
)
|
|
(39
|
)
|
||||
Balance at December 31, 2015
|
(1
|
)
|
|
(15
|
)
|
|
(32
|
)
|
|
(48
|
)
|
|||||
|
Other comprehensive (loss) income before reclassifications
|
1
|
|
|
(1
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||
|
Amounts reclassified from AOCI
|
7
|
|
|
2
|
|
|
—
|
|
|
9
|
|
||||
|
Tax benefit (expense)
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
||||
|
Other comprehensive (loss) income
|
7
|
|
|
—
|
|
|
(4
|
)
|
|
3
|
|
||||
Balance at December 31, 2016
|
$
|
6
|
|
|
$
|
(15
|
)
|
|
$
|
(36
|
)
|
|
$
|
(45
|
)
|
|
|
|
Year Ended December 31,
|
||||||||||
Comprehensive Income Components
|
Financial Statement Line Item
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrealized gain (loss) on sales hedging:
|
|
|
|
|
|
|
|
||||||
Total before tax
|
Net sales of tangible products
|
|
$
|
(7
|
)
|
|
$
|
15
|
|
|
$
|
(1
|
)
|
Tax benefit (expense)
|
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|||
Net of taxes
|
|
|
(6
|
)
|
|
12
|
|
|
(1
|
)
|
|||
Unrealized gain (loss) on forward interest rate swaps:
|
|
|
|
|
|
|
|
||||||
Total before tax
|
Interest expense, net
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Tax benefit (expense)
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net of taxes
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Foreign Currency Translation
|
Foreign exchange loss
|
|
—
|
|
|
15
|
|
|
—
|
|
|||
Total amounts reclassified from AOCI
|
|
|
$
|
(7
|
)
|
|
$
|
26
|
|
|
$
|
(1
|
)
|
•
|
The Legacy Zebra segment consists of barcode and card printing, location solutions, supplies, and services
|
•
|
The Enterprise segment consists of mobile computing, data capture, and RFID
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
(3)
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Legacy Zebra
|
$
|
1,247
|
|
|
$
|
1,286
|
|
|
$
|
1,195
|
|
Enterprise
|
2,337
|
|
|
2,380
|
|
|
482
|
|
|||
Total segment net sales
|
3,584
|
|
|
3,666
|
|
|
1,677
|
|
|||
Corporate, eliminations
(1)
|
(10
|
)
|
|
(16
|
)
|
|
(6
|
)
|
|||
Total
|
$
|
3,574
|
|
|
$
|
3,650
|
|
|
$
|
1,671
|
|
Operating income:
|
|
|
|
|
|
||||||
Legacy Zebra
|
$
|
240
|
|
|
$
|
258
|
|
|
$
|
238
|
|
Enterprise
|
286
|
|
|
236
|
|
|
65
|
|
|||
Total segment operating income
|
526
|
|
|
494
|
|
|
303
|
|
|||
Corporate, eliminations
(2)
|
(446
|
)
|
|
(457
|
)
|
|
(214
|
)
|
|||
Total
|
$
|
80
|
|
|
$
|
37
|
|
|
$
|
89
|
|
(1)
|
Amounts included in Corporate, eliminations consist of purchase accounting adjustments related to the Acquisition.
|
(2)
|
Amounts included in Corporate, eliminations consist of purchase accounting adjustments not reported in segments; amortization of intangible assets, acquisition/integration costs, impairment of goodwill and other intangibles, and exit and restructuring costs.
|
(3)
|
The businesses included in our Enterprise segment were acquired as part of the Acquisition. The Enterprise segment’s results, including the increases in net sales, gross profit, operating expenses, and operating income, for the year ended December 31, 2014 was primarily related to the Acquisition. Accordingly, the results for this segment for the year ended December 31, 2014 include only two months (November and December 2014).
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
||||||
Europe, Middle East, and Africa
|
$
|
1,138
|
|
|
$
|
1,194
|
|
|
$
|
583
|
|
Latin America
|
214
|
|
|
219
|
|
|
135
|
|
|||
Asia-Pacific
|
483
|
|
|
463
|
|
|
216
|
|
|||
Total International
|
1,835
|
|
|
1,876
|
|
|
934
|
|
|||
North America
|
1,739
|
|
|
1,774
|
|
|
737
|
|
|||
Total Net sales
|
$
|
3,574
|
|
|
$
|
3,650
|
|
|
$
|
1,671
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
||||||
Europe, Middle East, and Africa
|
$
|
13
|
|
|
$
|
10
|
|
|
$
|
10
|
|
Latin America
|
3
|
|
|
3
|
|
|
2
|
|
|||
Asia-Pacific
|
9
|
|
|
10
|
|
|
5
|
|
|||
Total International
|
25
|
|
|
23
|
|
|
17
|
|
|||
North America
|
267
|
|
|
275
|
|
|
238
|
|
|||
Total long-lived assets
|
$
|
292
|
|
|
$
|
298
|
|
|
$
|
255
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
||||||
Hardware
|
$
|
2,778
|
|
|
$
|
2,863
|
|
|
$
|
1,234
|
|
Supplies
|
278
|
|
|
268
|
|
|
265
|
|
|||
Services and Software
|
518
|
|
|
519
|
|
|
172
|
|
|||
Total
|
$
|
3,574
|
|
|
$
|
3,650
|
|
|
$
|
1,671
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
(1)
|
|||||||||||||||
|
Legacy Zebra
|
Enterprise
|
Total
|
|
Legacy Zebra
|
Enterprise
|
Total
|
|
Legacy Zebra
|
Enterprise
|
Total
|
|||||||||
Customer A
|
5.9
|
%
|
14.2
|
%
|
20.1
|
%
|
|
5.5
|
%
|
13.9
|
%
|
19.4
|
%
|
|
11.5
|
%
|
6.4
|
%
|
17.9
|
%
|
Customer B
|
5.0
|
%
|
8.2
|
%
|
13.2
|
%
|
|
4.6
|
%
|
8.1
|
%
|
12.7
|
%
|
|
9.4
|
%
|
4.2
|
%
|
13.6
|
%
|
Customer C
|
5.3
|
%
|
7.1
|
%
|
12.4
|
%
|
|
5.2
|
%
|
6.4
|
%
|
11.6
|
%
|
|
8.7
|
%
|
2.9
|
%
|
11.6
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accounts receivable
|
$
|
628
|
|
|
$
|
677
|
|
Allowance for doubtful accounts
|
(3
|
)
|
|
(6
|
)
|
||
Accounts receivable, net
|
$
|
625
|
|
|
$
|
671
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Foreign Exchange Contracts
|
$
|
23
|
|
|
$
|
7
|
|
Other
|
41
|
|
|
63
|
|
||
Prepaid expenses and other current assets
|
$
|
64
|
|
|
$
|
70
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued incentive compensation
|
$
|
52
|
|
|
$
|
68
|
|
Customer reserves
|
50
|
|
|
38
|
|
||
Accrued payroll
|
51
|
|
|
49
|
|
||
Interest payable
|
20
|
|
|
36
|
|
||
Accrued other expenses
|
150
|
|
|
176
|
|
||
Total accrued liabilities
|
$
|
323
|
|
|
$
|
367
|
|
|
2016
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total Year
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Net sales
|
$
|
849
|
|
|
$
|
879
|
|
|
$
|
904
|
|
|
$
|
942
|
|
|
$
|
3,574
|
|
Gross profit
|
390
|
|
|
406
|
|
|
414
|
|
|
432
|
|
|
1,642
|
|
|||||
Net (loss) income
|
(26
|
)
|
|
(45
|
)
|
|
(83
|
)
|
|
17
|
|
|
(137
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.50
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(1.61
|
)
|
|
$
|
0.34
|
|
|
$
|
(2.65
|
)
|
Diluted
|
(0.50
|
)
|
|
(0.88
|
)
|
|
(1.61
|
)
|
|
0.34
|
|
|
(2.65
|
)
|
|
2015
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total Year
|
||||||||||
Total Net sales
|
$
|
893
|
|
|
$
|
890
|
|
|
$
|
916
|
|
|
$
|
951
|
|
|
$
|
3,650
|
|
Gross profit
|
409
|
|
|
393
|
|
|
414
|
|
|
428
|
|
|
1,644
|
|
|||||
Net loss
|
(25
|
)
|
|
(76
|
)
|
|
(29
|
)
|
|
(28
|
)
|
|
(158
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.50
|
)
|
|
$
|
(1.50
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(3.10
|
)
|
Diluted
|
(0.50
|
)
|
|
(1.50
|
)
|
|
(0.57
|
)
|
|
(0.53
|
)
|
|
(3.10
|
)
|
Description
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||
Valuation account for accounts receivable:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Year ended December 31, 2015
|
1
|
|
|
5
|
|
|
—
|
|
|
6
|
|
||||
Year ended December 31, 2014
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Valuation account for inventories:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
$
|
55
|
|
|
$
|
32
|
|
|
$
|
5
|
|
|
$
|
82
|
|
Year ended December 31, 2015
|
6
|
|
|
53
|
|
|
4
|
|
|
55
|
|
||||
Year ended December 31, 2014
|
13
|
|
|
6
|
|
|
13
|
|
|
6
|
|
||||
Valuation account for deferred tax assets:
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2016
|
$
|
48
|
|
|
$
|
18
|
|
|
$
|
19
|
|
|
$
|
47
|
|
Year ended December 31, 2015
|
57
|
|
|
5
|
|
|
14
|
|
|
48
|
|
||||
Year ended December 31, 2014
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
2.1
|
(19
|
)
|
|
|
Master Acquisition Agreement, dated as of April 14, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
|
2.2
|
(18
|
)
|
|
|
Amendment No. 1 to Master Acquisition Agreement, dated October 24, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
|
2.3
|
(18
|
)
|
|
|
Amendment No. 2 to Master Acquisition Agreement, dated October 26, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
|
2.4
|
(20
|
)
|
|
|
Amendment No. 4 to Master Acquisition Agreement, dated February 9, 2015 between Zebra Technologies Corporation and Motorola Solutions, Inc.
|
2.5
|
(19
|
)
|
|
|
Intellectual Property Agreement, dated as of April 14, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
|
2.6
|
(18
|
)
|
|
|
Amendment No. 1 to Intellectual Property Agreement, dated as of October 27, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
|
2.7
|
(19
|
)
|
|
|
Employee Matters Agreement, dated as of April 14, 2014, between Zebra Technologies Corporation and Motorola Solutions, Inc.
|
3.1(i)
|
(4
|
)
|
|
|
Restated Certificate of Incorporation of the Company.
|
3.1(ii)
|
(16
|
)
|
|
|
Amended and Restated By-laws of Zebra Technologies Corporation, as amended as of January 7, 2013.
|
4.1
|
(3
|
)
|
|
|
Specimen stock certificate representing Class A Common Stock.
|
4.2
|
(17
|
)
|
|
|
Indenture, dated as of October 15, 2014, between Zebra Technologies Corporation and U.S. Bank National Association, as trustee, relating to the 7.25% Senior Notes due 2022.
|
4.3
|
(17
|
)
|
|
|
Registration Rights Agreement, dated as of October 27, 2014, between Zebra Technologies Corporation and Morgan Stanley & Co., as representative of the initial purchasers.
|
4.4
|
(18
|
)
|
|
|
Supplemental Indenture, dated as of October 27, 2014, by and among Zebra Technologies Corporation, the guarantors and U.S. Bank National Association, as trustee, relating to the 7.25% Senior Notes due 2022.
|
10.1
|
(6
|
)
|
|
|
Employment Agreement between the Company and Hugh Gagnier dated December 12, 2007. +
|
10.2
|
(5
|
)
|
|
|
Amendment No. 1 to Employment Agreement between the Company and Hugh Gagnier dated December 30, 2008. +
|
10.3
|
|
|
Employment Agreement between Olivier Leonetti and the Company dated October 31, 2016.* +
|
||
10.4
|
(5
|
)
|
|
|
Form of Amendment No. 1 to Employment Agreement by and between the Company and each executive officer other than Messrs. Gustafsson and Gagnier, each dated December 30, 2008.+
|
10.5
|
(8
|
)
|
|
|
Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to executive officers on or after April 25, 2007 and prior to December 2, 2008. +
|
10.6
|
|
|
Form of indemnification agreement between Zebra Technologies Corporation and each director and executive officer. *
|
||
10.7
|
(13
|
)
|
|
|
Form of Director Stock Option Agreement (1-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after May 22, 2008 and prior to December 2, 2008. +
|
10.8
|
(13
|
)
|
|
|
Form of Director Stock Option Agreement (4-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after May 22, 2008 and prior to December 2, 2008. +
|
10.9
|
(15
|
)
|
|
|
Form of Director Stock Option Agreement (1-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after December 2, 2008. +
|
10.10
|
(15
|
)
|
|
|
Form of Director Stock Option Agreement (4-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after December 2, 2008. +
|
10.11
|
(15
|
)
|
|
|
Amendment to outstanding Stock Option Agreements under the 2006 Incentive Compensation Plan, dated December 2, 2008. +
|
10.12
|
(15
|
)
|
|
|
Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to executive officers on or after December 2, 2008. +
|
10.13
|
(14
|
)
|
|
|
Purchase Agreement, dated as of September 30, 2014, between Zebra Technologies Corporation and Morgan Stanley & Co. LLC, as representative of the initial purchasers.
|
10.14
|
(10
|
)
|
|
|
2006 Incentive Compensation Plan. +
|
10.15
|
(15
|
)
|
|
|
Amendment to the 2006 Incentive Compensation Plan dated December 2, 2008. +
|
10.16
|
(24
|
)
|
|
|
2011 Long-Term Incentive Plan (Amended and Restated as of May 15, 2014). +
|
10.17
|
(23
|
)
|
|
|
2015 Long-Term Incentive Plan. +
|
10.18
|
(23
|
)
|
|
|
2015 Short-Term Incentive Plan. +
|
10.19
|
(12
|
)
|
|
|
2005 Executive Deferred Compensation Plan, as amended. +
|
10.20
|
(9
|
)
|
|
|
Form of Amendment to Employment Agreement between Zebra Technologies Corporation and executive officers. +
|
10.21
|
(11
|
)
|
|
|
Amended and Restated Employment Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +
|
10.22
|
(11
|
)
|
|
|
Letter Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +
|
10.23
|
(11
|
)
|
|
|
Form of 2010-2011 time-vested stock appreciation rights agreement for employees other than CEO. +
|
10.24
|
(7
|
)
|
|
|
Form of 2012 time-vested stock appreciation rights agreement for employees other than CEO. +
|
10.25
|
(25
|
)
|
|
|
Form of 2013-16 time-vested stock appreciation rights agreement for employees other than CEO. +
|
10.26
|
(11
|
)
|
|
|
Form of 2010 time-vested stock appreciation rights agreement for CEO. +
|
10.27
|
(7
|
)
|
|
|
Form of 2011-12 time-vested stock appreciation rights agreement for CEO. +
|
10.28
|
(25
|
)
|
|
|
Form of 2013-16 time-vested stock appreciation rights agreement for CEO. +
|
10.29
|
(11
|
)
|
|
|
Form of 2009 time-vested stock appreciation rights agreement for non-employee directors. +
|
10.30
|
(11
|
)
|
|
|
Form of 2010 time-vested stock appreciation rights agreement for non-employee directors. +
|
10.31
|
(1
|
)
|
|
|
Form of 2011 time-vested stock appreciation rights agreement for non-employee directors. +
|
10.32
|
(7
|
)
|
|
|
Form of 2012 time-vested stock appreciation rights agreement for non-employee directors. +
|
10.33
|
(2
|
)
|
|
|
Form of 2014-2016 time-vested restricted stock agreement for employees other than CEO. +
|
10.34
|
(21
|
)
|
|
|
Form of November 2014 performance-based restricted stock agreement for employees other than CEO. +
|
10.35
|
(22
|
)
|
|
|
Form of 2015-2016 performance-vested equity agreement for employees other than CEO. +
|
10.36
|
(25
|
)
|
|
|
Form of 2014-16 time-vested restricted stock agreement for CEO. +
|
10.37
|
(21
|
)
|
|
|
Form of November 2014 performance-based restricted stock agreement for CEO. +
|
10.38
|
(22
|
)
|
|
|
Form of 2015-2016 performance-vested equity agreement for CEO. +
|
10.39
|
(18
|
)
|
|
|
Credit Agreement, dated 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.
|
10.40
|
(27
|
)
|
|
|
Refinancing Amendment/Amendment No. 1 dated June 2, 2016 to Credit Agreement, dated 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.
|
10.41
|
|
|
Refinancing Amendment/Amendment No. 2 dated December 6, 2016 to Credit Agreement, dated 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.*
|
||
10.42
|
(26
|
)
|
|
|
Sublease Agreement dated November 15, 2013 between Hewitt Associates, LLC and Zebra Technologies Corporation.
|
10.43
|
|
|
Confidential Waiver Agreement and General Release between Zebra Technologies Corporation and Michael Smiley dated as of December 2, 2016.*+
|
||
21.1
|
|
|
Subsidiaries of the Company. *
|
||
23.1
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm. *
|
|||
31.1
|
|
Certification pursuant to Rule 13a-14(a)/15d-14(a). *
|
|||
31.2
|
|
Certification pursuant to Rule 13a-14(a)/15d-14(a). *
|
|||
32.1
|
|
Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
|||
32.2
|
|
Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
|||
101
|
|
The following financial information from Zebra Technologies Corporation Annual Report on Form 10-K/A, for the year ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets; (ii) the consolidated statements of earnings (loss); (iii) the consolidated statements of comprehensive income (loss); (iv) the consolidated statements of stockholders equity; (v) the consolidated statements of cash flows; and (vi) notes to consolidated financial statements.
|
(1)
|
Incorporated by reference from Current Report on Form 8-K dated May 19, 2011.
|
(2)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 29, 2014.
|
(3)
|
Incorporated by reference from Registration Statement on Form S-1, File No. 33-41576.
|
(4)
|
Incorporated by reference from Current Report on Form 8-K dated August 1, 2012.
|
(5)
|
Incorporated by reference from Current Report on Form 8-K dated January 5, 2009.
|
(6)
|
Incorporated by reference from Current Report on Form 8-K filed on December 17, 2007.
|
(7)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
|
(8)
|
Incorporated by reference from Current Report on Form 8-K filed on May 1, 2007.
|
(9)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended October 2, 2010.
|
(10)
|
Incorporated by reference from Current Report on Form 8-K filed on May 15, 2006.
|
(11)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended April 3, 2010.
|
(12)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 29, 2008.
|
(13)
|
Incorporated by reference from Current Report on Form 8-K filed on May 29, 2008.
|
(14)
|
Incorporated by reference from Current Report on Form 8-K dated September 30, 2014.
|
(15)
|
Incorporated by reference from Current Report on Form 8-K filed on December 8, 2008.
|
(16)
|
Incorporated by reference from Current Report on Form 8-K dated January 7, 2013.
|
(17)
|
Incorporated by reference from Current Report on Form 8-K dated October 15, 2014.
|
(18)
|
Incorporated by reference from Current Report on Form 8-K dated October 24, 2014.
|
(19)
|
Incorporated by reference from Current Report on Form 8-K dated April 14, 2014.
|
(20)
|
Incorporated by reference from Current Report on Form 8-K dated February 9, 2015.
|
(21)
|
Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 2014.
|
(22)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
|
(23)
|
Incorporated by reference from Proxy Statement dated April 15, 2015 for the 2015 Annual Meeting of Stockholders.
|
(24)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 28, 2014.
|
(25)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 30, 2013.
|
(26)
|
Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 2015.
|
(27)
|
Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended July 2, 2016.
|
+
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.
|
*
|
Included with this Annual Report on this Form 10-K.
|
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