株探米国株
日本語 英語
エドガーで原本を確認する
0000877212false00008772122023-08-012023-08-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 1, 2023
 
 
ZEBRA TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware 000-19406 36-2675536
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3 Overlook Point, Lincolnshire, Illinois
60069
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 847-634-6700
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of exchange on which registered
Class A Common Stock, par value $.01 per share ZBRA The NASDAQ Stock Market, LLC



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.  ☐



Item 2.02. Results of Operations and Financial Conditions.
    
    The information contained in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

    On August 1, 2023, we announced our results of operations and financial position as of and for the second quarter ended July 1, 2023. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibits
99.1 Registrant’s Press Release dated August 1, 2023.
104 Cover Page Interactive Data File (embedded within the inline XBRL)







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    ZEBRA TECHNOLOGIES CORPORATION
Date: August 1, 2023   By:   /s/ Cristen Kogl
      Cristen Kogl
     
Chief Legal Officer, General Counsel & Corporate Secretary



EXHIBIT INDEX
 
Exhibit Number Description of Exhibits
99.1
104 Cover Page Interactive Data File (embedded within the inline XBRL)


EX-99.1 2 zbraex99120230701.htm EX-99.1 Document

Exhibit 99.1
zebralogostackeda.jpg
Zebra Technologies Corporation
 
3 Overlook Point
Lincolnshire, IL 60069 USA
+1 847 634 6700
www.zebra.com
Zebra Technologies Announces Second-Quarter 2023 Results

Second-Quarter Financial Highlights
•Net sales of $1,214 million; year-over-year decrease of 17.3%
•Net income of $144 million and net income per diluted share of $2.78
•Non-GAAP diluted EPS decreased year-over-year to $3.29
•Adjusted EBITDA decreased year-over-year to $257 million
•Announces incremental $65 million of annualized expense reductions; when combined with prior cost reduction plan, expected to result in total annual net expense savings of $85 million

Lincolnshire, Ill., August 1, 2023 — Zebra Technologies Corporation (NASDAQ: ZBRA), an innovator at the edge of the enterprise with solutions and partners that enable businesses to gain a performance edge, today announced results for the second quarter ended July 1, 2023.

“Our second quarter results were impacted by softening demand and more cautious customer spending, particularly in our retail and logistics end markets, and by distributor destocking. Profit margin was higher than expected, enabling us to achieve our EPS outlook for the quarter,” said Bill Burns, Chief Executive Officer of Zebra Technologies. “While we are revising our outlook downward, we remain confident in our ability to benefit from the long-term secular megatrends to digitize and automate workflows. We are taking action to drive sales and enhance profitability, which we believe will position us for success in the current environment and in the future. With the incremental cost and restructuring actions announced today, we expect to improve profitability as our end markets recover.”


$ in millions, except per share amounts 2Q23 2Q22 Change
Select reported measures:
Net sales $ 1,214  $ 1,468  (17.3  %)
Gross profit 581  674  (13.8  %)
Gross margin 47.9  % 45.9  % 200 bps
Net income (loss) 144  (98) 246.9  %
Net income (loss) margin 11.9  % (6.7) % 1860 bps
Net income (loss) per diluted share $ 2.78  $ (1.87) 248.7  %
Select Non-GAAP measures:
Adjusted net sales $ 1,214  $ 1,468  (17.3  %)
   Organic net sales growth (decline) (16.0  %)
Adjusted gross profit 583  675  (13.6  %)
   Adjusted gross margin 48.0  % 46.0  % 200 bps
Adjusted EBITDA 257  321  (19.9  %)
   Adjusted EBITDA margin 21.2  % 21.9  % (70) bps
Non-GAAP net income $ 170  $ 243  (30.0  %)
Non-GAAP diluted earnings per share $ 3.29  $ 4.61  (28.6  %)




Net sales were $1,214 million in the second quarter of 2023 compared to $1,468 million in the prior year. Net sales in the Enterprise Visibility & Mobility ("EVM") segment were $755 million in the second quarter of 2023 compared with $1,001 million in the prior year. Asset Intelligence & Tracking ("AIT") segment net sales were $459 million in the second quarter of 2023 compared to $467 million in the prior year. Consolidated organic net sales for the second quarter decreased 16.0% year-over-year, with a 23.6% decrease in the EVM segment and 0.2% increase in the AIT segment.

Second quarter 2023 gross profit was $581 million compared to $674 million in the prior year. Gross margin increased to 47.9% for the second quarter of 2023 compared to 45.9% in the prior year. The increase was primarily due to lower premium supply chain costs and favorable business mix, partially offset by cost deleveraging and unfavorable foreign currency changes. Adjusted gross margin was 48.0% in the second quarter of 2023 compared to 46.0% in the prior year.

Operating expenses decreased in the second quarter of 2023 to $387 million from $819 million in the prior year. Excluding the previously disclosed settlement charges in second quarter of 2022, operating expenses declined primarily due to lower employee incentive compensation associated with financial performance, partially offset by higher exit and restructuring costs. Adjusted operating expenses decreased in the second quarter of 2023 to $344 million from $370 million in the prior year.

Net income for the second quarter of 2023 was $144 million, or $2.78 income per diluted share, compared to a net loss of $98 million, or $1.87 loss per diluted share, for the prior year. Non-GAAP net income for the second quarter of 2023 decreased to $170 million, or $3.29 per diluted share, compared to $243 million, or $4.61 per diluted share, for the prior year.

Adjusted EBITDA for the second quarter of 2023 decreased to $257 million, or 21.2% of adjusted net sales, compared to $321 million, or 21.9% of adjusted net sales for the prior year primarily due to lower gross profit.

Balance Sheet and Cash Flow
As of July 1, 2023, the Company had cash and cash equivalents of $68 million and total debt of $2,216 million.

For the first six months of 2023, net cash used in operating activities was $110 million and the Company made capital expenditures of $34 million, resulting in negative free cash flow of $144 million. The Company made share repurchases under its existing authorization of $52 million, and had net debt borrowings of $185 million.

Expanded Cost Initiatives
The Company expanded the scope of the 2022 Productivity Plan and initiated a Voluntary Retirement Plan to generate incremental cost efficiencies. Both of these Exit and Restructuring plans are expected to be substantially complete in 2023, and the total charges are expected to be approximately $105 million, increased from $25 million as reported in the first quarter of 2023. The net annualized expense savings resulting from these actions is now expected to total approximately $85 million of which $65 million is incremental.

Outlook
Third Quarter 2023
The Company expects third quarter 2023 net sales to decrease between 30% and 35% compared to the prior year. This expectation includes an approximately 1 percentage point negative impact from foreign currency translation.

Adjusted EBITDA margin for the third quarter of 2023 is expected to be between 10% and 12%. Non-GAAP diluted earnings per share are expected to be in the range of $0.60 to $1.00. This assumes an adjusted effective tax rate of approximately 18%.

Full Year 2023
The Company expects net sales to decrease between 20% and 23% compared to 2022. This expectation includes a greater than 1 point negative impact from foreign currency translation and a 50 basis point additive impact from acquisitions.




Adjusted EBITDA margin is expected to be approximately 18%, which includes $20 million of premium supply chain expense (incurred in the first half of 2023).

Free cash flow is expected to be positive for the second half of the year and negative for the full year reflecting lower profitability and elevated inventory, higher cash taxes and is inclusive of the anticipated $180 million of previously-announced settlement payments.

The Company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of the most directly comparable forward-looking GAAP financial measure as discussed under the "Forward-Looking Statements" caption below. This would include items that have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted, and that would impact diluted net earnings per share. For the same reasons, the Company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

Conference Call Notification
Investors are invited to listen to a live webcast of Zebra’s conference call regarding the Company’s financial results. The conference call will be held today at 7:30 a.m. Central Time (8:30 a.m. Eastern Time). To view the webcast, visit the investor relations section of the Company’s website at investors.zebra.com.

About Zebra
Zebra (NASDAQ: ZBRA) helps organizations monitor, anticipate, and accelerate workflows by empowering their frontline and ensuring that everyone and everything is visible, connected and fully optimized. Our award-winning portfolio spans software to innovations in robotics, machine vision, automation and digital decisioning, all backed by a +50-year legacy in scanning, track-and-trace and mobile computing solutions. With an ecosystem of 10,000 partners across more than 100 countries, Zebra's customers include over 80% of the Fortune 500. Newsweek recently recognized Zebra as one of America's Most Loved Workplaces and Greatest Workplaces for Diversity, and we are on Fast Company's list of the Best Workplaces for Innovators. Learn more at www.zebra.com or sign up for news alerts. Follow Zebra’s Your Edge blog, LinkedIn, Twitter and Facebook, and check out our Story Hub: Zebra Perspectives.

Forward-Looking Statements
This press release contains forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements regarding the company’s outlook. Actual results may differ from those expressed or implied in the company’s forward-looking statements. These statements represent estimates only as of the date they were made. Zebra undertakes 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 release.

These forward-looking statements are based on current expectations, forecasts and assumptions and are subject to the risks and uncertainties inherent in Zebra’s industry, market conditions, general domestic and international economic conditions, and other factors. These factors include customer acceptance of Zebra’s offerings and competitors' offerings, and the potential effects of emerging technologies and changes in customer requirements. The effect of global market conditions, and the availability of credit and capital markets volatility may have adverse effects on Zebra, its suppliers and its customers. In addition, natural disasters, man-made disasters, public health issues (including pandemics), and cybersecurity incidents may have negative effects on Zebra's business and results of operations. Zebra's ability to purchase sufficient materials, parts, and components, and ability to provide services, software and products to meet customer demand could negatively impact Zebra's results of operations and customer relationships. Profits and profitability will be affected by Zebra’s ability to control manufacturing and operating costs. Because of its debt, interest rates and financial market conditions may also have an adverse impact on results. Foreign exchange rates, customs duties and trade policies may have an adverse effect on financial results because of the large percentage of Zebra's international sales. The impacts of changes in foreign and domestic governmental policies, regulations, or laws, as well as the outcome of litigation or tax matters in which Zebra may be involved are other factors that could adversely affect Zebra's business and results of operations. The success of integrating acquisitions could also adversely affect profitability, reported results and the company’s competitive position in its industry.



These and other factors could have an adverse effect on Zebra’s sales, gross profit margins and results of operations and increase the volatility of Zebra's financial results. When used in this release and documents referenced, the words “anticipate,” “believe,” “outlook,” 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. Descriptions of certain risks, uncertainties and other factors that could adversely affect the company’s future operations and results can be found in Zebra’s filings with the Securities and Exchange Commission, including the company’s most recent Form 10-K and Form 10-Q.

Use of Non-GAAP Financial Information
This press release contains certain Non-GAAP financial measures, consisting of “adjusted net sales,” “adjusted gross profit,” “adjusted gross margin,” “EBITDA,” “Adjusted EBITDA,” “Adjusted EBITDA margin,” “Adjusted EBITDA % of adjusted net sales,” “Non-GAAP net income,” “Non-GAAP earnings per share,” “Non-GAAP diluted earnings per share,” “free cash flow,” “organic net sales,” “organic net sales growth (decline),” and “adjusted operating expenses.” Management presents these measures to focus on the on-going operations and believes it is useful to investors because they enable them to perform meaningful comparisons of past and present operating results. The company believes it is useful to present non-GAAP financial measures, which exclude certain significant items, as a means to understand the performance of its ongoing operations and how management views the business. Please see the “Reconciliation of GAAP to Non-GAAP Financial Measures” tables and accompanying disclosures at the end of this press release for more detailed information regarding non-GAAP financial measures herein, including the items reflected in adjusted net earnings calculations. These measures, however, should not be construed as an alternative to any other measure of performance determined in accordance with GAAP.

The company does not provide a reconciliation for non-GAAP estimates on a forward-looking basis (including the information under “Outlook” above) where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred, are out of the company’s control and/or cannot be reasonably predicted, and that would impact diluted net earnings per share, the most directly comparable forward-looking GAAP financial measure. For the same reasons, the company is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

As a global company, Zebra's operating results reported in U.S. dollars are affected by foreign currency exchange rate fluctuations because the underlying foreign currencies in which the company transacts change in value over time compared to the U.S. dollar; accordingly, the company presents certain organic growth financial information, which includes impacts of foreign currency translation, to provide a framework to assess how the company’s businesses performed excluding the impact of foreign currency exchange rate fluctuations. Foreign currency 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 current period results at the currency exchange rates used in the comparable period in the prior year, rather than the exchange rates in effect during the current period. In addition, the company excludes the impact of its foreign currency hedging program in the prior year periods. The company believes these measures should be considered a supplement to and not in lieu of the company’s performance measures calculated in accordance with GAAP.

Contacts
Investors Media
Michael Steele, CFA, IRC Therese Van Ryne
Vice President, Investor Relations Senior Director, External Communications
Phone: + 1 847 518 6432 Phone: + 1 847 370 2317
InvestorRelations@zebra.com therese.vanryne@zebra.com



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

 
July 1,
2023
December 31, 2022
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 68  $ 105 
Accounts receivable, net of allowances for doubtful accounts of $1 each as of July 1, 2023 and December 31, 2022 663  768 
Inventories, net 864  860 
Income tax receivable 20  26 
Prepaid expenses and other current assets 138  124 
Total Current assets 1,753  1,883 
Property, plant and equipment, net 301  278 
Right-of-use lease assets 173  156 
Goodwill 3,895  3,899 
Other intangibles, net 578  630 
Deferred income taxes 441  407 
Other long-term assets 315  276 
Total Assets $ 7,456  $ 7,529 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt $ 166  $ 214 
Accounts payable 562  811 
Accrued liabilities 583  744 
Deferred revenue 443  425 
Income taxes payable 16  138 
Total Current liabilities 1,770  2,332 
Long-term debt 2,042  1,809 
Long-term lease liabilities 157  139 
Deferred income taxes 75  75 
Long-term deferred revenue 331  333 
Other long-term liabilities 89  108 
Total Liabilities 4,464  4,796 
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares; none issued —  — 
Class A common stock, $.01 par value; authorized 150,000,000 shares; issued 72,151,857 shares
Additional paid-in capital 580  561 
Treasury stock at cost, 20,818,920 and 20,700,357 shares as of July 1, 2023 and December 31, 2022, respectively (1,859) (1,799)
Retained earnings 4,330  4,036 
Accumulated other comprehensive loss (60) (66)
Total Stockholders’ Equity 2,992  2,733 
Total Liabilities and Stockholders’ Equity $ 7,456  $ 7,529 
-5-


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


ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
  Six Months Ended
  July 1,
2023
July 2,
2022
Cash flows from operating activities:
Net income $ 294  $ 107 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 88  103 
Share-based compensation 20  42 
Deferred income taxes (29) (124)
Unrealized loss (gain) on forward interest rate swaps (52)
Other, net
Changes in operating assets and liabilities:
Accounts receivable, net 105  (170)
Inventories, net (3) (108)
Other assets (22) (52)
Accounts payable (273) 121 
Accrued liabilities (107) (77)
Deferred revenue 16  34 
Income taxes (116) (9)
Settlement liability (90) 320 
Other operating activities 16 
Net cash (used in) provided by operating activities (110) 154 
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired —  (875)
Purchases of property, plant and equipment (34) (31)
Purchases of long-term investments (1) (6)
Net cash used in investing activities (35) (912)
Cash flows from financing activities:
Payment of debt issuance costs, extinguishment costs and discounts —  (8)
Payments of long-term debt (183) (119)
Proceeds from issuance of long-term debt 368  1,294 
Payments for repurchases of common stock (52) (605)
Net proceeds related to share-based compensation plans (9) (16)
Change in unremitted cash collections from servicing factored receivables (27) (28)
Net cash provided by financing activities 97  518 
Effect of exchange rate changes on cash and cash equivalents, including restricted cash (1) (6)
Net decrease in cash and cash equivalents, including restricted cash (49) (246)
Cash and cash equivalents, including restricted cash, at beginning of period 117  344 
Cash and cash equivalents, including restricted cash, at end of period $ 68  $ 98 
Less restricted cash, included in Prepaid expenses and other current assets —  — 
Cash and cash equivalents at end of period $ 68  $ 98 
Supplemental disclosures of cash flow information:
Income taxes paid $ 212  $ 120 
Interest paid $ 50  $ 15 

-7-


ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
RECONCILIATION OF ORGANIC NET SALES GROWTH (DECLINE)
(Unaudited)

Three Months Ended
July 1, 2023
AIT EVM Consolidated
Reported GAAP Consolidated Net sales growth (decline) (1.7) % (24.6) % (17.3) %
Adjustments:
Impact of foreign currency translations (1)
1.9  % 1.9  % 1.9  %
Impact of acquisitions (2)
—  % (0.9) % (0.6) %
Consolidated Organic Net sales growth (decline) 0.2  % (23.6) % (16.0) %
Six Months Ended
July 1, 2023
AIT EVM Consolidated
Reported GAAP Consolidated Net sales growth (decline) 11.7  % (19.0) % (9.7) %
Adjustments:
Impact of foreign currency translations (1)
2.7  % 2.4  % 2.5  %
Impact of acquisitions (2)
—  % (1.5) % (1.0) %
Consolidated Organic Net sales growth (decline) 14.4  % (18.1) % (8.2) %

(1)Operating results reported in U.S. Dollars are affected by foreign currency exchange rate fluctuations. Foreign currency translation impact represents the difference in results that are attributable to fluctuations in the currency exchange rates used to convert the results for businesses where the functional currency is not the U.S. Dollar. This impact is calculated by translating the current period results at the currency exchange rates used in the comparable prior year period, inclusive of the Company’s foreign currency hedging program.

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


-8-


ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP GROSS MARGIN
(In millions)
(Unaudited)

Three Months Ended
July 1, 2023 July 2, 2022
AIT EVM Consolidated AIT EVM Consolidated
GAAP
Reported Net sales $ 459  $ 755  $ 1,214  $ 467  $ 1,001  $ 1,468 
Reported Gross profit 225  356  581  204  470  674 
Gross Margin 49.0  % 47.2  % 47.9  % 43.7  % 47.0  % 45.9  %
Non-GAAP
Adjusted Net sales $ 459  $ 755  $ 1,214  $ 467  $ 1,001  $ 1,468 
Adjusted Gross profit (1)
226  357  583  204  471  675 
Adjusted Gross Margin 49.2  % 47.3  % 48.0  % 43.7  % 47.1  % 46.0  %
Six Months Ended
July 1, 2023 July 2, 2022
AIT EVM Consolidated AIT EVM Consolidated
GAAP
Reported Net sales $ 981  $ 1,638  $ 2,619  $ 878  $ 2,022  $ 2,900 
Reported Gross profit 483  765  1,248  364  947  1,311 
Gross Margin 49.2  % 46.7  % 47.7  % 41.5  % 46.8  % 45.2  %
Non-GAAP
Adjusted Net sales $ 981  $ 1,638  $ 2,619  $ 878  $ 2,022  $ 2,900 
Adjusted Gross profit (1)
484  767  1,251  364  949  1,313 
Adjusted Gross Margin 49.3  % 46.8  % 47.8  % 41.5  % 46.9  % 45.3  %

(1)Adjusted Gross profit excludes share-based compensation expense.

-9-


ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP NET INCOME
(In millions, except share data)
(Unaudited)
 
Three Months Ended Six Months Ended
July 1,
2023
July 2,
2022
July 1,
2023
July 2,
2022
GAAP Net income (loss) $ 144  $ (98) $ 294  $ 107 
Adjustments to Cost of sales(1)
Share-based compensation
Total adjustments to Cost of sales
Adjustments to Operating expenses(1)
Amortization of intangible assets 26  35  52  68 
Acquisition and integration costs 14  18 
Settlement and related costs —  372  —  372 
Share-based compensation 26  23  42 
Exit and restructuring costs 14  24 
Total adjustments to Operating expenses 43  449  101  502 
Adjustments to Other income (expense), net(1)
Amortization of debt issuance costs and discounts — 
Investment loss —  —  — 
Foreign exchange loss (gain) (5)
Forward interest rate swap (gain) (18) (11) (11) (45)
Total adjustments to Other income (expense), net (13) (4) (5) (46)
Income tax effect of adjustments(2)
Reported income tax expense (benefit) 27  (55) 62  (10)
Adjusted income tax (benefit) (33) (50) (81) (98)
Total adjustments to income tax (6) (105) (19) (108)
Total adjustments 26  341  80  350 
Non-GAAP Net income $ 170  $ 243  $ 374  $ 457 
GAAP earnings (loss) per share
       Basic $ 2.80  $ (1.87) $ 5.72  $ 2.04 
       Diluted $ 2.78  $ (1.87) $ 5.68  $ 2.02 
Non-GAAP earnings per share
       Basic $ 3.31  $ 4.64  $ 7.28  $ 8.68 
       Diluted $ 3.29  $ 4.61  $ 7.24  $ 8.61 
Basic weighted average shares outstanding(3)
51,377,064 52,138,470 51,395,062 52,642,348
Diluted weighted average and equivalent shares outstanding(3)
51,707,460 52,138,470 51,724,026 53,033,729
(1)Presented on a pre-tax basis.
(2)Represents adjustments to GAAP income tax expense commensurate with pre-tax non-GAAP adjustments (including the resulting impacts to U.S. BEAT/GILTI provisions), as well as adjustments to exclude the impacts of certain discrete income tax items and incorporate the anticipated annualized effects of current year tax planning.
(3)For GAAP purposes, in periods of a net loss, restricted stock and performance share awards, which are participating securities, are excluded from weighted-average shares outstanding and all unvested share-based awards were anti-dilutive and therefore excluded from diluted shares. For the three months ended July 2, 2022, Non-GAAP basic and diluted weighted average shares outstanding were 52,298,897 and 52,656,342, respectively.
-10-


ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
GAAP to NON-GAAP RECONCILIATION TO EBITDA
(In millions)
(Unaudited)
Three Months Ended Six Months Ended
July 1,
2023
July 2,
2022
July 1,
2023
July 2,
2022
GAAP Net income (loss) $ 144  $ (98) $ 294  $ 107 
Add back:
    Depreciation (excluding exit and restructuring) 18  16  35  35 
Amortization of intangible assets 26  35  52  68 
Total Other expense (income), net 23  63  (30)
Income tax expense (benefit) 27  (55) 62  (10)
EBITDA (Non-GAAP) 238  (94) 506  170 
Adjustments to Cost of sales
Share-based compensation
Total adjustments to Cost of sales
Adjustments to Operating expenses
Acquisition and integration costs 14  18 
Settlement and related costs —  372  —  372 
Share-based compensation 26  23  42 
Exit and restructuring costs 14  24 
Total adjustments to Operating expenses 17  414  49  434 
Total adjustments to EBITDA 19  415  52  436 
Adjusted EBITDA (Non-GAAP) $ 257  $ 321  $ 558  $ 606 
Adjusted EBITDA % of Adjusted Net Sales (Non-GAAP) 21.2  % 21.9  % 21.3  % 20.9  %

FREE CASH FLOW
Six Months Ended
July 1,
2023
   July 2,
2022
Net cash (used in) provided by operating activities $ (110)    $ 154 
Less: Purchases of property, plant and equipment (34) (31)
Free cash flow (Non-GAAP)(1)
$ (144)    $ 123 
(1) Free cash flow, a non-GAAP measure, is defined as Net cash provided by (used in) operating activities in a period minus purchases of property, plant and equipment (capital expenditures) made in that period. This measure does not represent residual cash flows available for discretionary expenditures as the measure does not deduct the payments required for debt service and other contractual obligations or payments for future business acquisitions. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our entire statements of cash flows.
-11-


ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SEGMENT INFORMATION

In the second quarter, our advanced location technology solutions business, which is primarily comprised of radio frequency identification devices and real-time location solution offerings, moved from our EVM segment into our AIT segment contemporaneous with a change in our organizational structure and management of the business. We have reported our segment results reflecting this change, including historical periods, on a comparable basis. This change does not have an impact on the Consolidated Financial Statements. The revised prior period results set forth below are GAAP measures. The effects of our segment change similarly impacted the Company's relevant Non-GAAP measures.

2023 2022 2021
Q1 2023 QTD Q1 2022 QTD Q2 2022 QTD Q3 2022 QTD Q4 2022 QTD Q4 2022 YTD Q4 2021 YTD
Net sales:
AIT Tangible products $495 $383 $441 $414 $490 $1,728 $1,625
AIT Services and software 27 28 26 28 27 109 109
Total AIT sales 522 411 467 442 517 1,837 1,734
EVM Tangible products 675 824 818 750 795 3,187 3,220
EVM Services and software 208 197 183 186 191 757 679
Total EVM sales 883 1,021 1,001 936 986 3,944 3,899
Total segment Net sales 1,405 1,432 1,468 1,378 1,503 5,781 5,633
Corporate, eliminations Tangible products
Corporate, eliminations Services and software (6)
Total Net sales 1,405 1,432 1,468 1,378 1,503 5,781 5,627
Gross profit:
AIT 258 160 204 193 238 795 796
EVM 409 477 470 435 447 1,829 1,838
Corporate, eliminations (6)
Total Gross profit 667 637 674 628 685 2,624 2,628
Gross margin
AIT 49.4% 38.9% 43.7% 43.7% 46.0% 43.3% 45.9%
EVM 46.3% 46.7% 47.0% 46.5% 45.3% 46.4% 47.1%
Operating expenses
AIT 129 104 110 108 112 434 410
EVM 276 284 286 276 272 1,118 1,092
Corporate, eliminations 37 37 423 42 41 543 147
Total Operating expenses 442 425 819 426 425 2,095 1,649
Operating income:
AIT 129 56 94 85 126 361 386
EVM 133 193 184 159 175 711 746
Total segment operating income 262 249 278 244 301 1,072 1,132
Corporate, eliminations (37) (37) (423) (42) (41) (543) (153)
Total Operating income (loss) $225 $212 $(145) $202 $260 $529 $979


-12-