What changed in this filing

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Item 1A. Risk Factors

2023-02-16 compared with 2022-02-10 · 37 added, 30 removed, 354 unchanged (16% of the section changed)

5 unchanged sentences

The Company is vulnerable to the potential difficulties associated with the increase in the complexity of our business .

We have grown rapidly over the last several years through acquisition and worldwide growth.

We have grown rapidly over the last several years both organically and through acquisitions.

This growth has caused increased complexities in the business.

16 unchanged sentences

Acquisitions can be difficult to identify and consummate due to competition among prospective buyers and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approval on acceptable terms.

Macroeconomic factors, such as rising inflation and interest rates, capital market volatility, etc., could negatively influence our future acquisition opportunities.

The Company could encounter difficulties in any acquisition it undertakes, including unanticipated integration problems and business disruption.

Acquisitions could also dilute stockholder value and adversely affect operating results.

We may acquire or make investments in other businesses, technologies, services, products, or solutions.

We may acquire or make investments in businesses, technologies, services, products, or solutions.

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

11 unchanged sentences

• The ability to implement internal controls and accounting systems necessary to be compliant with requirements applicable to public companies subject to SEC reporting, which could result in misstated financial reports;

• Future acquisitions could result in changes such as potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, and goodwill impairment charges.

• Future acquisitions could result in changes such as potentially dilutive issuances of equity securities and the incurrence of debt and contingent liabilities.

The Company may not be able to continue to develop products or solutions to address user needs effectively in an industry characterized by ongoing change.

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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;

• Political and economic instability may reduce demand for our products or put our assets at risk;

• Limited intellectual property protection in certain countries may limit recourse against infringement on our products or may cause us to refrain from selling in certain geographic territories;

3 unchanged sentences

• Geopolitical uncertainty or turmoil could negatively affect our operations or those of our customers or suppliers;

• Effectively managing and overseeing operations that are distant and remote from corporate headquarters;

• Difficulty in effectively managing and overseeing operations that are distant and remote from corporate headquarters;

• Integration and enforcement of laws varies significantly among jurisdictions and may change over time.

The war between Russia and Ukraine and the global response to this war could have an adverse impact on our business and results of operations.

On March 5, 2022, we suspended our business operations in Russia.

While this suspension has not had, and is not expected to have, a material impact on our operating results, it is not possible to predict the broader or long-term consequences of the war between Russia and Ukraine, which may include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, cybersecurity conditions, currency exchange rates, financial markets and energy markets.

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

Third parties may allege that the Company or our suppliers infringe upon their intellectual property rights.

16 unchanged sentences

We are dependent on third-parties’ continued development of operating systems, software application ecosystem infrastructures, and such third-parties’ approval of our implementations of their operating systems and associated applications.

If such parties cease to continue development or support of such operating systems or restrict our access to such operating systems, we would be required to change our strategy for such devices.

If such parties cease to continue development or support of such operating systems or restrict our access to such operating systems, we would be required to change our strategy

for such devices.

Our financial results could be negatively impacted by a resulting shift away from the operating systems we currently use and the associated applications ecosystem could be costly and difficult.

A strategy shift could increase the burden of development on the Company and potentially create a gap in our portfolio for a period of time, which could competitively disadvantage us.

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

Cybersecurity incidents could disrupt business operations.

We rely on information technology systems throughout the Company to keep financial records, process orders, manage inventory, coordinate shipments to distributors and customers, maintain confidential and proprietary information, and other technical activities, and operate other critical functions such as internet connectivity, network communications, and email.

The Company stores confidential and proprietary information

through cloud-based services that are hosted by third parties where we have less influence over security protocols.

The Company stores confidential and proprietary information through cloud-based services that are hosted by third parties where we have less influence over security protocols.

In addition, our customers may use certain of our products and solutions to transmit and/or process personal data and other sensitive information.

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We have been subject to product liability claims, and may continue to be subject to such claims, including claims for property or economic damages or personal injury, where damages arose, and may continue to arise, from our products as a result of actual or apparent design or manufacturing defects.

In addition, such design or manufacturing defects may occur not only in our own designed products, but also in components provided by third-party suppliers.

In addition, such design or manufacturing defects may occur not only in our own

designed products, but also in components provided by third-party suppliers.

We seek to limit such risk through insurance protection as well as product design, manufacturing quality control processes, product testing and contractual indemnification from suppliers.

3 unchanged sentences

Although we have not suffered significant harm from any errors, defects, or bugs to date, we may discover significant errors, defects, or bugs in the future that we may not be able to correct or correct in a timely manner.

Any future errors, defects, or bugs found in our software

products and related services may result in delays in, or loss of market acceptance of, our products, solutions or services;

Any future errors, defects, or bugs found in our software products and related services may result in delays in, or loss of market acceptance of, our products, solutions or services;

diversion of resources;

19 unchanged sentences

The effects of the COVID-19 pandemic have and may continue to adversely affect our business, financial results, and results of operations.

The coronavirus (“COVID-19”) pandemic has been, and continues to be, complex and rapidly evolving, and has impacted our business, most recently, primarily related to supply chain disruption (including higher fulfillment costs and component shortages) and labor constraints.

The duration and extent of the impact of the COVID-19 pandemic on our business, operations and financial results depends on factors that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the emergence of new variants of the virus, the extent and effectiveness of containment actions, the extent to which vaccines and/or other medical treatments are developed and made available to and accepted by the public, and the impact of these and other factors on our stakeholders.

The coronavirus (“COVID-19”) pandemic has been, and continues to be, complex and rapidly evolving, and has impacted our business, with prior impacts primarily related to supply chain disruption (including higher fulfillment costs and component shortages) and labor constraints.

The duration and extent of the impact of the COVID-19 pandemic on our business, operations and financial results depends on factors that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the emergence of new variants of the virus, the length of the pandemic, and the impact of these and other factors on our stakeholders.

federal, state, and local governments as well as non-U.S.

governments, to varying degrees, have imposed, and continue to impose, several protocols and regulations restricting activities of individuals in an effort to limit the spread of COVID-19.

Over the course of the pandemic we have implemented a number of measures in an effort to protect the health and well-being of our employees, customers and suppliers, including having the majority of office workers work remotely during the height of the pandemic and gradually returning to offices as restrictions are lifted, limiting employee travel, and implementing more strenuous health and safety measures for hosting and attending in-person industry events.

As governments ease their restrictions, we have been allowing, and will continue to allow, our employees to come back to work in our offices in a controlled approach, with modified business practices, including implementing social distancing protocols consistent with government regulations, vaccine verification, health screening, office capacity restrictions and tracking and tracing protocols where applicable, provision of personal protective equipment, increasing air exchange/ventilation and extensively and frequently disinfecting our workspaces.

governments, to varying degrees, have imposed, and may again impose, several protocols and regulations restricting activities of individuals in an effort to limit the spread of COVID-19.

Over the course of the pandemic we have implemented a number of measures in an effort to protect the health and well-being of our employees, customers and suppliers, including having the majority of office workers work remotely during the height of the pandemic and gradually returning to offices as restrictions are lifted, limiting employee travel where appropriate, and implementing more strenuous health and safety measures for hosting and attending in-person industry events.

We continue to allow our employees to come back to work in our offices in a controlled approach, with modified business practices and increased health and safety protocols, consistent with government regulations and guidelines.

However, there is no guarantee that such protocols will be successful in preventing the spread of COVID-19 amongst our employees, and even as employees return to our offices, we may be prevented from conducting business activities at full capacity for an indefinite period of time.

The extent and duration of ongoing workplace restrictions and limitations, particularly in sites with significant headcount, could adversely impact our operations and our ability to execute on strategic imperatives for our business.

Moreover, vaccine and testing mandates have been announced in jurisdictions in which our businesses operate.

As a company under U.S.

Occupational Safety and Health Administration (“OSHA”) jurisdiction, we must comply with OSHA COVID-19 mandates, such as the Emergency Temporary Standard (“ETS”) that was announced on November 5, 2021, but currently remains in flux and under review by the courts as to final implementation and compliance.

Our implementation of these mandates, and any future mandates, may result in employee attrition, including attrition of critically skilled labor, and may cause difficulty in attracting and retaining talent necessary for our business operations and securing future labor needs, which could have a material adverse effect on our business, financial condition, and results of operations.

The potential negative effects to our operations, including reductions in production levels,

research and development activities, and increased efforts to mitigate the impact of COVID-19, may adversely affect our ability to deliver our products, solutions and services.

The extent and duration of future workplace restrictions and limitations, particularly in sites with significant headcount, could adversely impact our operations and our ability to execute on strategic imperatives for our business.

The potential negative

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

Further, the conditions caused by COVID-19 have affected, and may continue to affect, the overall demand environment for our products, solutions and services.

60 unchanged sentences

Any disruption to our suppliers or significant increase in the price of supplies, inclusive of transportation costs, could have a negative impact on our results of operations.

Our ability to meet customers’ demands depends, in part, on our ability to obtain in a timely manner an adequate delivery of quality materials, parts, and components, as well as services and software from our suppliers.

In addition, certain supplies are available only from a single source or limited sources and we may not be able to diversify sources in a timely manner.

1 unchanged sentence

We have experienced shortages in the past that have negatively impacted our results of operations and may experience such shortages in the future.

At times we have and may continue to execute multi-year purchase commitments with suppliers that contain minimum spend thresholds, which we are obligated to fulfill even if customer demand declines.

At times we have and may continue to execute multi-year purchase commitments with suppliers that contain minimum spend thresholds, which we are obligated to fulfill even if customer demand declines, and may require that we purchase inventory that exceeds our forecasted demand.

In addition, volatility in customer demand, product availability, and costs to transport products, may result in increased operating input costs.

88 unchanged sentences

In addition, it can be very costly to defend litigation or administrative proceedings and these costs could negatively impact our financial results.

Honeywell has filed patent litigation lawsuits against Zebra in multiple jurisdictions, including the International Trade Commission and Federal District Court in the Western District of Texas in the United States, as well as foreign courts in the United Kingdom, Germany and China.

The remedies sought in these lawsuits include damages and injunctive relief.

There can be no guarantee that the outcome of this litigation will not have a negative impact to our business or results of operations.

For additional information, see Item 3, Legal Proceedings .

We are subject to a wide range of product regulatory and safety, consumer, worker safety, and environmental laws.

15 unchanged sentences

In addition, we anticipate that we will see increased demand to meet voluntary criteria related to reduction or elimination of certain constituents from products, increasing energy efficiency, and providing additional accessibility.

Increased public awareness and worldwide focus on environmental and climate change issues has led to legislative and regulatory efforts to limit greenhouse gas emissions, and may result in more international, federal or regional requirements or industry standards to reduce or mitigate global warming.

ESG requirements and other increased regulation of climate change concerns could subject us to additional costs and restrictions and require us to make certain changes to our manufacturing practices and/or product designs, which could negatively impact our business, results of operations, financial condition and competitive position.

From time to time, we create and publish voluntary disclosures regarding ESG matters.

Identification, assessment, and disclosure of such matters is complex.

Many of the statements in such voluntary disclosures are based on our expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances.

However, if our ESG practices or business portfolio do not meet evolving investor or other stakeholder expectations and standards, then our reputation, our ability to attract or retain employees and our attractiveness as an investment, supplier, business partner, or acquiror could be negatively impacted.

In addition, we note that certain ESG matters are becoming less “voluntary” as regulators, including the SEC, begin proposing and adopting regulations regarding ESG matters, including, but not limited to climate change-related matters.

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

increased compliance-related costs and risks, including potential enforcement and litigation.

Such ESG matters may also impact our suppliers and customers, which may compound or cause new impacts on our business, financial condition or results of operations.

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors