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): February 17, 2009

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.)

333 Corporate Woods Parkway, Vernon Hills, Illinois	60061
(Address of Principal Executive Offices)	(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 February 17, 2009, we announced our results of operations and financial position as of and for the three-month period ended December 31, 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 February 17, 2009.

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: February 17, 2009	By:	/s/    Anders Gustafsson
		Anders Gustafsson Chief Executive Office

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

Zebra Technologies Announces 2008 Fourth Quarter and Full-Year Financial Results

Including Non-Cash Asset Impairment Charges

Board authorizes three million share increase in stock buyback program

Vernon Hills, IL, February 17, 2009—Zebra Technologies Corporation (NASDAQ: ZBRA) today announced net sales of $232,568,000 for the quarter ended December 31, 2008, versus $233,573,000 for the fourth quarter of 2007. Net loss for the period was $117,361,000, or $1.88 per basic and diluted share, compared with net income of $30,803,000, or $0.45 per diluted share, for the fourth quarter of 2007.

Included in the results for the fourth quarter of 2008 are the following significant items:

• Pretax non-cash impairment charges of $157,600,000, or $2.20 per basic and diluted share after tax, for the write-down of assets related to acquisitions and intellectual property because of changes in valuations related to current economic conditions and the business outlook.

• Pretax exit, restructuring and integration expenses of $7,791,000 which reduced earnings by $0.08 per basic and diluted share after tax.

For the full year, net sales increased 12.5% to a record $976,700,000 from $868,279,000 for 2007. Net loss totaled $38,421,000, or $0.60 per basic and diluted share, including the impairment charge and $20,009,000 in exit, restructuring and integration costs. For 2007, the company recorded net income of $110,113,000, or $1.60 per diluted share.

“Zebra performed well under increasingly challenging business conditions. Our financial strength, clear brand leadership, diverse revenue base, and comprehensive go-to-market channels enabled us to extend our industry leadership,” stated Anders Gustafsson, Zebra’s chief executive officer. “During the quarter, we reduced operating costs and focused on activities that will deliver the highest return on our investments, including the buyback of Zebra stock. We remain cautious in our near-term outlook and nimble to respond to changing business conditions and opportunities. Zebra is well positioned to help our customers improve their business processes with innovative solutions that help them track assets smarter and improve supply chain efficiency.”

At December 31, 2008, Zebra had $224,886,000 in cash and investments, and no long-term debt. Net inventories were $100,199,000, and accounts receivable, net, were $152,679,000, down from $106,261,000 and $171,928,000, respectively, at the end of the third quarter of 2008.

Discussion and Analysis

For the fourth quarter of 2008, compared with the fourth quarter of 2007:

• Consolidated net sales declined 0.4%. A 3.1% sales decline in the company’s Specialty Printing Group (SPG) was substantially offset by growth of the company’s Enterprise Solutions Group (ESG) sales which increased by $5,729,000 primarily from the acquisitions of Navis and proveo in the second half of 2007. Sales to large customers in North America helped sustain sales growth of 3.6% in the region. Continued weakness in the Europe, Middle East and Africa region offset growth in the company’s Latin America and Asia Pacific regions.

• Gross profit margin of 47.7% versus 48.5% a year ago was principally affected by unfavorable foreign exchange rates and product mix within SPG, offset by a favorable product mix associated with higher-margin sales by ESG.

• Operating expenses before impairment charges and exit, restructuring and integration costs were substantially unchanged from a year ago. Although research and development expenses increased as a result of the acquisitions in ESG, they were offset by lower selling and marketing and general and administrative expenses from company actions to lower operating costs during 2008 by restructuring and streamlining operations.

• Operating expenses were also affected by a $1,414,000 increase in the amortization of intangible assets from the acquisitions of Navis and Multispectral Solutions, and $7,791,000 in exit costs related to the company’s previously announced initiative to transfer final assembly of thermal printers to a third party; expenses for integrating operations in ESG; and severance and other restructuring charges.

• During the fourth quarter of 2008, the company recorded non-cash charges of $157,600,000 following an impairment review in accordance with the Statement of Financial Accounting Standard (SFAS) No. 142 “Goodwill and Other Intangibles” and SFAS No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets.” The charges were primarily attributable to impairment of goodwill and other assets recorded in connection with acquisitions in ESG in response to current and expected business conditions primarily in automotive and industrial manufacturing. The impairment also includes a charge for a reduction in the estimated value of RFID licenses, patents and other intellectual property related to SPG. The non-cash impairment charges do not affect the company’s ongoing business operations and will not have any impact on its compliance with debt covenants, cash flow or liquidity. The impairment charges will reduce the amortization of intangible assets by approximately $8,000,000 annually.

• The income tax rate was affected by the impairment charges, a substantial portion of which were not deductible for income tax purposes.

Stock Purchase Update

During the fourth quarter of 2008, the company repurchased 2,627,532 shares of Zebra Technologies Class A Common Stock out of an authorization to purchase up to 5,000,000 shares of Zebra stock. The company’s Board of Directors recently authorized an additional 3,000,000 shares that can be purchased under the stock buyback program. At December 31, 2008, Zebra had 60,861,592 shares of common stock outstanding.

First Quarter Outlook

Zebra announced its financial forecast for the first quarter of 2009. Net sales are expected within a range of $195,000,000 and $210,000,000. Diluted earnings per share are expected within a range of $0.11 and $0.20. This forecast includes expected exit and restructuring costs of $3,000,000.

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 fourth quarter of 2008. The conference call will be held at 11:00 AM 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 first quarter of 2009 stated in the paragraph above captioned “First 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 and the Form 10-Q for the quarter ended September 27, 2008.

Zebra Technologies Corporation helps its customers identify, track and manage assets, transactions and people with systems and solutions that improve business processes. 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)

	December 31, 2008			December 31, 2007
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	33,267		$	38,211
Restricted cash		1,639			2,497
Investments and marketable securities		85,654			98,438
Accounts receivable, net		152,679			150,775
Inventories, net		100,199			85,038
Deferred income taxes		11,679			14,772
Prepaid expenses		11,701			31,101
Total current assets		396,818			420,832
Property and equipment at cost, less accumulated depreciation and amortization		75,363			67,686
Long-term deferred income taxes		51,251			28,407
Goodwill		151,356			246,510
Other intangibles, net		66,359			119,424
Long-term investments and marketable securities		104,326			142,033
Other assets		5,405			9,386
Total assets	$	850,878		$	1,034,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	38,152		$	42,351
Accrued liabilities		67,911			69,437
Deferred revenue		18,366			9,633
Income taxes payable		558			751
Total current liabilities		124,987			122,172
Deferred rent		4,903			961
Other long-term liabilities		10,250			8,452
Total liabilities		140,140			131,585
Stockholders’ equity:
Preferred Stock		—			—
Class A Common Stock		722			722
Additional paid-in capital		144,861			141,522
Treasury stock		(344,147	)		(205,058	)
Retained earnings		922,091			960,512
Accumulated other comprehensive income (loss)		(12,789	)		4,995
Total stockholders’ equity		710,738			902,693
Total liabilities and stockholders’ equity	$	850,878		$	1,034,278

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(Amounts in thousands, except per share data)

	Three Months Ended					Year Ended
	December 31, 2008			December 31, 2007		December 31, 2008			December 31, 2007
	(Unaudited)					(Unaudited)
Net sales	$	232,568		$	233,573	$	976,700		$	868,279
Cost of sales		121,679			120,275		497,395			451,161
Gross profit		110,889			113,298		479,305			417,118
Operating expenses (income):
Selling and marketing		32,433			35,683		130,764			121,996
Research and development		20,653			15,642		85,120			57,600
General and administrative		20,090			21,854		87,885			81,356
Amortization of intangible assets		4,671			3,257		18,575			11,128
Claim settlement		—			—		(5,302	)		—
Exit, restructuring and integration costs		7,791			—		20,009			—
Asset impairment charges		157,600			—		157,600			—
Acquired in-process research and development		—			—		—			1,853
Total operating expenses		243,238			76,436		494,651			273,933
Operating income (loss)		(132,349	)		36,862		(15,346	)		143,185
Other income (expense):
Investment income		1,295			8,545		1,281			23,966
Foreign exchange gain		2,640			553		3,518			523
Other, net		(277	)		231		(1,366	)		(299	)
Total other income		3,658			9,329		3,433			24,190
Income (loss) before income taxes		(128,691	)		46,191		(11,913	)		167,375
Income tax (benefit)		(11,330	)		15,388		26,508			57,262
Net income (loss)	$	(117,361	)	$	30,803	$	(38,421	)	$	110,113
Basic earnings (loss) per share	$	(1.88	)	$	0.46	$	(0.60	)	$	1.61
Diluted earnings (loss) per share	$	(1.88	)	$	0.45	$	(0.60	)	$	1.60
Basic weighted average shares outstanding		62,561			67,472		64,524			68,463
Diluted weighted average and equivalent shares outstanding		62,561			67,913		64,524			68,908

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Year Ended
	December 31, 2008			December 31, 2007
Cash flows from operating activities:
Net income (loss)	$	(38,421	)	$	110,113
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		38,581			26,902
Stock-based compensation		14,962			15,067
Asset impairment charges		157,600			—
Excess tax benefit from share-based compensation		(192	)		(921	)
Gain on sale of assets		(1,121	)		—
Acquired in-process research and development		—			1,853
Deferred income taxes		(23,138	)		(5,477	)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		(33,754	)		4,453
Inventories		(26,222	)		(134	)
Other assets		(47	)		(1,321	)
Accounts payable		17,900			(3,418	)
Accrued liabilities		1,359			16,804
Deferred revenue		11,281			(325	)
Income taxes payable		2,405			(1,337	)
Other operating activities		4,013			(4,139	)
Net cash provided by operating activities		125,206			158,120
Cash flows from investing activities:
Purchases of property and equipment		(40,856	)		(22,070	)
Proceeds from sale of asset		14,796			—
Acquisition of businesses acquired, net of cash acquired		(18,588	)		(286,761	)
Acquisition of intangible assets		(1,384	)		(4,800	)
Purchases of investments and marketable securities		(723,791	)		(1,025,089	)
Maturities of investments and marketable securities		597,123			915,015
Sales of investments and marketable securities		198,541			366,964
Net cash (provided by) used in investing activities		25,841			(56,741	)
Cash flows from financing activities:
Purchase of treasury stock		(157,582	)		(112,094	)
Proceeds from exercise of stock options and stock purchase plan purchases		7,145			8,375
Excess tax benefit from share-based compensation		192			921
Net cash used by financing activities		(150,245	)		(102,798	)
Effect of exchange rate changes on cash		(5,746	)		(18	)
Net increase (decrease) in cash and cash equivalents		(4,944	)		(1,437	)
Cash and cash equivalents at beginning of period		38,211			39,648
Cash and cash equivalents at end of period	$	33,267		$	38,211
Supplemental disclosures of cash flow information:
Income taxes paid	$	49,092		$	62,130

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SALES INFORMATION

(Amounts in thousands)

(Unaudited)

Sales by Product Category
	Three Months Ended						Percent Change		Percent of Net Sales
	Dec. 31, 2008			Dec. 31, 2007
Hardware	$	163,510		$	177,394		(7.8	)	70.3
Supplies		40,870			41,580		(1.7	)	17.6
Service and software		26,158			14,120		85.3		11.2
Shipping and handling		1,498			1,744		(14.1	)	0.7
Cash flow from hedging activities		532			(1,265	)	NM		0.2
Total sales	$	232,568		$	233,573		(0.4	)	100.0
Sales by Geographic Region
	Three Months Ended						Percent Change		Percent of Net Sales
	Dec. 31, 2008			Dec. 31, 2007
Europe, Middle East and Africa	$	82,375		$	93,895		(12.3	)	35.4
Latin America		17,871			15,452		15.7		7.7
Asia-Pacific		20,338			16,100		26.3		8.7
Total international		120,584			125,447		(3.9	)	51.8
North America		111,984			108,126		3.6		48.2
Total sales	$	232,568		$	233,573		(0.4	)	100.0
Sales by Product Category
	Year Ended						Percent Change		Percent of Net Sales
	Dec. 31, 2008			Dec. 31, 2007
Hardware	$	704,992		$	660,034		6.8		72.2
Supplies		172,106			161,678		6.4		17.6
Service and software		105,113			42,801		145.6		10.8
Shipping and handling		6,843			6,826		0.2		0.7
Cash flow from hedging activities		(12,354	)		(3,060	)	NM		(1.3	)
Total sales	$	976,700		$	868,279		12.5		100.0
Sales by Geographic Region
	Year Ended						Percent Change		Percent of Net Sales
	Dec. 31, 2008			Dec. 31, 2007
Europe, Middle East and Africa	$	358,913		$	320,225		12.1		36.7
Latin America		76,489			60,090		27.3		7.8
Asia-Pacific		97,032			71,871		35.0		9.9
Total international		532,434			452,186		17.7		54.4
North America		444,266			416,093		6.8		45.6
Total sales	$	976,700		$	868,279		12.5		100.0

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SEGMENT INFORMATION

(Amounts in thousands)

(Unaudited)

	Three Months Ended					Year Ended
	December 31, 2008			December 31, 2007		December 31, 2008			December 31, 2007
Sales
Specialty Printing	$	210,494		$	217,228	$	882,459		$	833,034
Enterprise Solutions		22,074			16,345		94,241			35,245
Total	$	232,568		$	233,573	$	976,700		$	868,279
Cost of sales
Specialty Printing		113,187			111,889		454,337			430,782
Enterprise Solutions		8,492			8,386		43,058			20,379
Total		121,679			120,275		497,395			451,161
Gross profit		110,889			113,298		479,305			417,118
Operating expenses
Specialty Printing		66,781			51,598		221,934			188,661
Enterprise Solutions		163,208			8,961		217,149			26,121
Administrative and other		13,249			15,877		55,568			59,151
Total		243,238			76,436		494,651			273,933
Operating income (loss)	$	(132,349	)	$	36,862	$	(15,346	)	$	143,185

ZEBRA TECHNOLOGIES CORPORATION

PRINTER UNITS and AVERAGE UNIT PRICES

(Unaudited)

	Three Months Ended				Year Ended
	December 31, 2008		December 31, 2007		December 31, 2008		December 31, 2007
Total Printers Shipped		249,902		235,267		972,478		919,909
Average Unit Prices	$	538	$	600	$	594	$	581