8-K

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): October 29, 2008

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)	000-19406 (Commission File Number)	36-2675536 (IRS Employer Identification No.)
333 Corporate Woods Parkway, Vernon Hills, Illinois (Address of Principal Executive Offices)		60061 (Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

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 240.13c-4(c))

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 October 29, 2008, we announced our results of operations and financial position as of and for the three-month period ended September 27, 2008. 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. The following Exhibit is being furnished herewith:

Exhibit Number	Description of Exhibits
99.1	Registrant’s Press Release dated October 29, 2008.

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: October 29, 2008	By:	/s/    Anders Gustafsson
		Anders Gustafsson
		Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:	Investors:	Media:
	Douglas A. Fox, CFA	Tim Dreyer
	Vice President, Investor Relations	Manager, Public Relations
	+1 847 793 6735	+1 847 793 5677
	dfox@zebra.com	tdreyer@zebra.com

FOR IMMEDIATE RELEASE

Zebra Technologies Announces 2008 Third Quarter Financial Results

Vernon Hills, IL, October 29, 2008—Zebra Technologies Corporation (NASDAQ: ZBRA) today announced net sales of $244,073,000 for the third quarter of 2008, up 12.4% from $217,218,000 for the third quarter of 2007. Net income for the period was $25,770,000, or $0.40 per diluted share, including exit costs and integration expenses of $4,304,000 which reduced earnings by $0.04 per diluted share. Results also include four one-time items that had a combined positive impact of $0.03 per diluted share. For the third quarter of 2007, net income was $26,961,000, or $0.39 per diluted share.

“Zebra delivered more solutions that improve our customers’ business processes and controlled costs during this challenging time to extend industry leadership and deliver solid financial results,” stated Anders Gustafsson, Zebra’s chief executive officer. “Looking ahead, we will continue to focus on growth and profitability. We are managing costs by streamlining operations and maintaining investments in our new ERP and global supply chain transformation projects, which will deliver long-term benefits. At the same time, we are taking advantage of our strong financial condition to develop new solutions to meet more customer needs with a quick ROI. We will also continue to place more Zebra sales representatives in underserved geographic territories to extend global reach. In this way, Zebra remains well positioned to accelerate growth and build greater stockholder value as business conditions improve. “

Discussion and Analysis

For the third quarter of 2008 compared with the third quarter of 2007:

• Consolidated sales growth of 12.4% resulted from 3.5% growth in the company’s Specialty Printing Group (SPG) and $25,621,000 in sales from the company’s Enterprise Solutions

Group (ESG). International sales increased 18.8%, with record sales in Asia Pacific and continued weakness in the Europe, Middle East and Africa region. North American sales increased 5.5%.

• Gross profit margin of 48.3% was comparable to gross profit margin of 48.2% a year ago.

• Operating expenses increased principally from acquisition-related additions of personnel and other expenses. The expenses were offset by a non-taxable $5,302,000 reduction in operating expenses for the settlement of Zebra’s claim against the escrow in its acquisition of WhereNet Corp., and a $1,121,000 gain on the sale/leaseback of the company’s facility in Camarillo, CA, recognized as a reduction in general and administrative expenses.

• Operating expenses were also affected by a $1,783,000 increase in the amortization of intangible assets from the acquisitions of Navis and Multispectral Solutions; $2,570,000 in exit costs related to the company’s previously announced initiative to transfer final assembly of thermal printers to a third party; and $1,734,000 in expenses for integrating operations in ESG.

• The company recorded a loss on investments of $5,140,000, which included write-downs of $4,374,000 for losses on securities and $2,897,000 on a long-term investment.

• The provision for income taxes of $9,205,000 includes a $2,600,000 reduction because the WhereNet escrow settlement was not taxable.

For the first nine months of 2008, the company had net sales of $744,132,000, up 17.2% from $634,706,000 for the same period a year ago. Year-to-date net income totaled $78,940,000, or $1.20 per diluted share, including $12,218,000 in exit costs and integration expenses which reduced earnings by $0.12 per diluted share.

At September 27, 2008, Zebra had $246,857,000 in cash and investments, and no long-term debt. Net inventories were $106,261,000, and accounts receivable, net, were $171,928,000.

During the third quarter of 2008, the company repurchased 1,890,100 shares of Zebra Technologies Class A Common Stock to complete an authorization to purchase up to 3,000,000 shares. Zebra’s Board of Directors has authorized the purchase of an additional 5,000,000 shares of Zebra stock.

Fourth Quarter Outlook

Zebra announced its financial forecast for the fourth quarter of 2008. Net sales are expected within a range of $225,000,000 to $241,000,000. Earnings are expected between $0.30 and $0.38 per diluted

share. This outlook includes approximately $2,800,000 in expenses related to exit costs and integration expenses.

Conference Call Notification

Investors are invited to listen to a live Internet broadcast of Zebra’s conference call discussing the company’s financial results for the third quarter of 2008. The conference call will be held at 11:00 a.m. Eastern Time today. To listen to the call, visit the company’s Web site at http://www.zebra.com.

Forward-looking Statement

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 financial forecast for the fourth quarter of 2008 stated in the paragraph above captioned “Fourth Quarter 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 may elect to update forward-looking statements but expressly disclaims any obligation to do so, even if the company’s estimates change.

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 hardware and software products and competitors’ product offerings, and the potential effects of technological changes. These factors also include the current credit crisis, capital markets volatility, and disruptions and overall worldwide deteriorating economic conditions that have been widely reported, as they may have adverse effects on Zebra, its suppliers and its customers. Profits and profitability will be affected by Zebra’s ability to control manufacturing and operating costs, including the effect of Zebra’s activities to transfer final assembly of its printers to a third-party manufacturer. Because of a large investment portfolio, interest rates and financial market conditions will also have an impact on results. Foreign exchange rates will have an effect on financial results because of the large percentage of our international sales. The outcome of litigation in which Zebra may be involved is another factor. In addition, the acquisitions of WhereNet, proveo and Navis, which were completed in 2007, and Multispectral Solutions, which was completed in April 2008, have risks relating to integrating these companies’ businesses and operations with Zebra’s. 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 our financial results. When used in this release and

documents referenced, the words “anticipate,” “believe,” “estimate,” 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 the risks, uncertainties and other factors that could affect the company’s future operations and results can be found in Zebra’s filings with the Securities and Exchange Commission. In particular, readers are referred to Zebra’s Form 10-K for the year ended December 31, 2007.

Zebra Technologies Corporation helps its customers identify, track and manage assets, transactions and people systems and solutions that improve business processes. In more than 100 countries around the world, more than 90 percent of Fortune 500 companies use innovative and reliable Zebra printers, supplies, RFID products and software to increase productivity, improve quality, lower costs, and deliver better customer service. Information about Zebra and Zebra-brand products can be found at http://www.zebra.com.

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	September 27, 2008			December 31, 2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	46,877		$	38,211
Restricted cash		1,763			2,497
Investments and marketable securities		81,646			98,438
Accounts receivable, net		171,928			150,775
Inventories, net		106,261			85,038
Deferred income taxes		14,953			14,772
Prepaid expenses and other current assets		12,910			31,101
Total current assets		436,338			420,832
Property and equipment at cost, less accumulated depreciation and amortization		70,700			67,686
Long-term deferred income taxes		29,688			28,407
Goodwill		264,647			246,510
Other intangibles, net		114,615			119,424
Long-term investments and marketable securities		116,571			142,033
Other assets		5,269			9,386
Total assets	$	1,037,828		$	1,034,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	46,744		$	42,351
Accrued liabilities		63,064			69,437
Deferred revenue		21,906			9,633
Income taxes payable		2,594			751
Total current liabilities		134,308			122,172
Deferred rent		5,143			961
Other long-term liabilities		9,251			8,452
Total liabilities		148,702			131,585
Stockholders’ equity:
Preferred Stock		—			—
Class A Common Stock		722			722
Additional paid-in capital		143,727			141,522
Treasury stock		(299,757	)		(205,058	)
Retained earnings		1,039,452			960,512
Accumulated other comprehensive income		4,982			4,995
Total stockholders’ equity		889,126			902,693
Total liabilities and stockholders’ equity	$	1,037,828		$	1,034,278

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 27, 2008			September 29, 2007			September 27, 2008			September 29, 2007
Net sales	$	244,073		$	217,218		$	744,132		$	634,706
Cost of sales		126,287			112,590			375,716			330,886
Gross profit		117,786			104,628			368,416			303,820
Operating expenses (income):
Selling and marketing		33,148			29,080			98,331			86,313
Research and development		21,711			13,904			64,467			41,958
General and administrative		18,534			21,694			67,795			59,502
Amortization of intangible assets		4,711			2,928			13,904			7,871
Claim settlement		(5,302	)		—			(5,302	)		—
Exit costs		2,570			—			10,484			—
Integration expenses		1,734			—			1,734			—
Acquired in-process research and development		—			—			—			1,853
Total operating expenses		77,106			67,606			251,413			197,497
Operating income		40,680			37,022			117,003			106,323
Other income (expense):
Investment income (loss)		(5,140	)		4,393			(14	)		15,421
Foreign exchange loss		247			(23	)		878			(30	)
Other, net		(185	)		(230	)		(1,089	)		(530	)
Total other income (expense)		(5,078	)		4,140			(225	)		14,861
Income before income taxes		35,602			41,162			116,778			121,184
Income taxes		9,832			14,201			37,838			41,874
Net income	$	25,770		$	26,961		$	78,940		$	79,310
Basic earnings per share	$	0.40		$	0.39		$	1.21		$	1.15
Diluted earnings per share	$	0.40		$	0.39		$	1.20		$	1.15
Basic weighted average shares outstanding		64,328			68,580			65,190			68,814
Diluted weighted average and equivalent shares outstanding		64,653			69,005			65,550			69,259

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Nine Months Ended
	September 27, 2008			September 29, 2007
Cash flows from operating activities:
Net income	$	78,940		$	79,310
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		28,418			19,184
Stock-based compensation		10,780			11,333
Excess tax benefit from share-based compensation		(187	)		(797	)
Gain on sale of asset		(1,121	)		—
Acquired in-process research and development		—			1,853
Deferred income taxes		(4,624	)		(4,862	)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		(29,654	)		(1,050	)
Inventories		(22,575	)		257
Other assets		930			111
Accounts payable		7,573			(6,016	)
Accrued liabilities		(6,009	)		12,190
Deferred revenue		13,279			1,788
Income taxes payable		2,295			(1,614	)
Other operating activities		2,461			(2,001	)
Net cash provided by operating activities		80,506			109,686
Cash flows from investing activities:
Purchases of property and equipment		(28,534	)		(15,702	)
Proceeds from sale of assets		14,796			—
Acquisition of businesses acquired, net of cash acquired		(18,570	)		(141,277	)
Acquisition of intangible assets		(1,100	)		(2,800	)
Purchases of investments and marketable securities		(502,699	)		(645,843	)
Maturities of investments and marketable securities		388,362			538,025
Sales of investments and marketable securities		178,104			190,393
Net cash used in investing activities		30,359			(77,204	)
Cash flows from financing activities:
Purchase of treasury stock		(107,504	)		(48,913	)
Proceeds from exercise of stock options and stock purchase plan purchases		4,343			7,593
Excess tax benefit from share-based compensation		187			797
Net cash provided by (used in) financing activities		(102,974	)		(40,523	)
Effect of exchange rate changes on cash		775			(79	)
Net increase in cash and cash equivalents		8,666			(8,120	)
Cash and cash equivalents at beginning of period		38,211			39,648
Cash and cash equivalents at end of period	$	46,877		$	31,528
Supplemental disclosures of cash flow information:
Income taxes paid	$	40,682		$	30,101

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SALES INFORMATION

(Amounts in thousands)

(Unaudited)

Sales by Product Category

	Three Months Ended
	Sept. 27, 2008			Sept. 29, 2007			Percent Change	Percent of Total Sales
Hardware	$	175,663		$	164,756		6.6	72.0
Supplies		45,530			41,731		9.1	18.7
Service and software		26,260			9,728		169.9	10.8
Shipping and handling		1,710			1,708		0.1	0.6
Cash flow from hedging activities		(5,090	)		(705	)	NM	(2.1	)
Total sales	$	244,073		$	217,218		12.4	100.0
Sales by Geographic Region
	Three Months Ended
	Sept. 27, 2008			Sept. 29, 2007			Percent Change	Percent of Total Sales
Europe, Middle East and Africa	$	85,381		$	74,200		15.1	35.0
Latin America		21,268			16,703		27.3	8.7
Asia-Pacific		26,560			21,221		25.2	10.9
Total international		133,209			112,124		18.8	54.6
North America		110,864			105,094		5.5	45.4
Total sales	$	244,073		$	217,218		12.4	100.0
Sales by Product Category
	Nine Months Ended
	Sept. 27, 2008			Sept. 29, 2007			Percent Change	Percent of Total Sales
Hardware	$	541,483		$	482,640		12.2	72.8
Supplies		131,236			120,098		9.3	17.6
Service and software		78,955			28,681		175.3	10.6
Shipping and handling		5,344			5,082		5.2	0.7
Cash flow from hedging activities		(12,886	)		(1,795	)	NM	(1.7	)
Total sales	$	744,132		$	634,706		17.2	100.0
Sales by Geographic Region
	Nine Months Ended
	Sept. 27, 2008			Sept. 29, 2007			Percent Change	Percent of Total Sales
Europe, Middle East and Africa	$	276,538		$	226,330		22.2	37.2
Latin America		58,618			44,638		31.3	7.9
Asia-Pacific		76,694			55,771		37.5	10.3
Total international		411,850			326,739		26.0	55.4
North America		332,282			307,967		7.9	44.6
Total sales	$	744,132		$	634,706		17.2	100.0

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SEGMENT INFORMATION

(Amounts in thousands)

(Unaudited)

	Three Months Ended				Nine Months Ended
	Sept. 27, 2008		Sept. 29, 2007		Sept. 27, 2008		Sept. 29, 2007
Sales
Specialty Printing	$	218,452	$	211,117	$	671,965	$	615,806
Enterprise Solutions		25,621		6,101		72,167		18,900
Total	$	244,073	$	217,218	$	744,132	$	634,706
Cost of sales
Specialty Printing		114,999		108,939		341,149		318,893
Enterprise Solutions		11,288		3,651		34,567		11,993
Total		126,287		112,590		375,716		330,886
Gross profit		117,786		104,628		368,416		303,820
Operating expenses
Specialty Printing		48,959		45,118		155,153		137,063
Enterprise Solutions		15,970		6,153		53,940		17,160
Administrative and other		12,177		16,335		42,320		43,274
Total		77,106		67,606		251,413		197,497
Operating income	$	40,680	$	37,022	$	117,003	$	106,323
ZEBRA TECHNOLOGIES CORPORATION PRINTER UNITS and AVERAGE UNIT PRICES (Unaudited)
	Three Months Ended				Nine Months Ended
	Sept. 27, 2008		Sept. 29, 2007		Sept. 27, 2008		Sept. 29, 2007
Total Printers Shipped		241,717		228,313		722,576		684,642
Average Unit Prices	$	596	$	585	$	613	$	575