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): May 5, 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.)

475 Half Day Road, Suite 500, Lincolnshire, Illinois	60069
(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 May 5, 2009, we announced our results of operations and financial position as of and for the three-month period ended April 4, 2009. 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 May 5, 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: May 5, 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
	Vice President, 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 2009 First Quarter Financial Results

Vernon Hills, IL, May 5, 2009—Zebra Technologies Corporation (NASDAQ: ZBRA) today announced net income of $9,352,000 or $0.16 per diluted share, for the first quarter of 2009, including $2,296,000 in exit, restructuring and integration costs which lowered diluted earnings by $0.02 per share. Net income for the first quarter of 2008 was $27,644,000, or $0.42 per diluted share. Net sales were $192,609,000 for the quarter that ended April 4, 2009, compared with $246,277,000 for the corresponding period a year ago.

“We moved aggressively to align costs with the lower demand levels to successfully navigate through the current environment,” stated Anders Gustafsson, Zebra’s chief executive officer. “During the quarter, we continued to make the investments that maximize risk-adjusted returns and deliver increasing stockholder value. We bought back stock while maintaining our strong financial position. We also made further progress on our global supply chain and ERP implementation projects which will help improve customer service, lower costs further and drive greater organizational effectiveness. Later this year, we will introduce new products and solutions that will serve more customer needs. All of these initiatives position Zebra to extend its global leadership and accelerate earnings growth as business conditions improve.”

At April 4, 2009, Zebra had $189,311,000 in cash and investments, and no long-term debt. Net inventories were $101,248,000, and net accounts receivable were $137,176,000.

Discussion and Analysis

For the first quarter of 2009, compared with the first quarter of 2008:

• Consolidated net sales were affected by the impact of declining global economic activity on business conditions. Sales declined on a comparable percentage basis in all of the company’s geographic regions, with the largest sales decline occurring in North America. Product mix also had an effect on sales, with larger sales declines among high performance and midrange tabletop printers. Unfavorable foreign exchange currency movements reduced first quarter sales by $6,739,000.

• Gross profit margin of 44.6% versus 49.9% a year ago was principally affected by the lower sales volume, unfavorable product mix and unfavorable foreign exchange rates. These factors were partially offset by higher profitability in the company’s Zebra Enterprise Solutions group.

• Operating expenses declined $11,926,000 as a result of cost-reduction actions taken in the second half of 2008, in addition to lower commissions and amortization of intangible assets, and a decline in exit, restructuring and integration costs.

• The effective income tax rate of 32.0%, compared with 34.5% a year ago, reflects the effect of lower quarterly income and a higher proportion of permanent tax adjustments.

Stock Purchase Update

During the first quarter of 2009, the company repurchased 1,652,772 shares of Zebra Technologies Corporation Class A Common Stock. At the end of the first quarter, Zebra had 3,719,696 shares remaining in the company’s stock buyback authorization and 59,398,813 outstanding shares of common stock.

Second Quarter Outlook

Zebra announced its financial forecast for the second quarter of 2009. Net sales are expected within a range of $186,000,000 and $200,000,000. Diluted earnings per share are expected within a range of $0.12 and $0.20. This forecast includes expected exit and restructuring costs of $0.04 per diluted share.

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 first quarter of 2009. 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 second quarter of 2009 stated in the paragraph above captioned “Second 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, Navis and Multispectral Solutions 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, 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)

	April 4, 2009			December 31, 2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	34,699		$	33,267
Restricted cash		1,556			1,639
Investments and marketable securities		58,071			85,654
Accounts receivable, net		137,176			152,679
Inventories, net		101,248			100,199
Deferred income taxes		11,719			11,679
Income taxes receivable		7,257			—
Prepaid expenses and other current assets		11,785			11,701
Total current assets		363,511			396,818
Property and equipment at cost, less accumulated depreciation and amortization		76,840			75,363
Long-term deferred income taxes		48,039			51,251
Goodwill		150,404			151,356
Other intangibles, net		63,916			66,359
Long-term investments and marketable securities		94,985			104,326
Other assets		5,134			5,405
Total assets	$	802,829		$	850,878
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	30,089		$	38,152
Accrued liabilities		42,789			67,911
Deferred revenue		19,766			18,366
Income taxes payable		—			558
Total current liabilities		92,644			124,987
Deferred rent		4,702			4,903
Other long-term liabilities		10,847			10,250
Total liabilities		108,193			140,140
Stockholders’ equity:
Preferred Stock		—			—
Class A Common Stock		722			722
Additional paid-in capital		141,622			144,861
Treasury stock		(365,376	)		(344,147	)
Retained earnings		931,443			922,091
Accumulated other comprehensive loss		(13,775	)		(12,789	)
Total stockholders’ equity		694,636			710,738
Total liabilities and stockholders’ equity	$	802,829		$	850,878

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended
	April 4, 2009			March 29, 2008
Net sales	$	192,609		$	246,277
Cost of sales		106,800			123,362
Gross profit		85,809			122,915
Operating expenses (income):
Selling and marketing		22,676			28,553
Research and development		21,804			22,215
General and administrative		22,225			25,045
Amortization of intangible assets		2,634			4,514
Exit, restructuring and integration costs		2,296			3,234
Total operating expenses		71,635			83,561
Operating income		14,174			39,354
Other income (expense):
Investment income		1,178			2,405
Foreign exchange gain (loss)		(1,284	)		700
Other, net		(317	)		(254	)
Total other income (expense)		(423	)		2,851
Income before income taxes		13,751			42,205
Income taxes		4,399			14,561
Net income	$	9,352		$	27,644
Basic earnings per share	$	0.16		$	0.42
Diluted earnings per share	$	0.16		$	0.42
Basic weighted average shares outstanding		60,266			66,134
Diluted weighted average and equivalent shares outstanding		60,332			66,518

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Three Months Ended
	April 4, 2009			March 29, 2008
Cash flows from operating activities:
Net income	$	9,352		$	27,644
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		7,953			9,088
Stock-based compensation		3,167			3,417
Excess tax benefit from share-based compensation		—			(51	)
Deferred income taxes		3,263			(3,553	)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		13,018			(21,393	)
Inventories		(1,400	)		(3,834	)
Other assets		(244	)		1,256
Accounts payable		(6,539	)		2,901
Accrued liabilities		(23,946	)		7,085
Deferred revenue		2,544			2,745
Income taxes payable		(8,055	)		12,534
Other operating activities		(327	)		(5,635	)
Net cash (used in) provided by operating activities		(1,214	)		32,204
Cash flows from investing activities:
Purchases of property and equipment		(6,802	)		(5,909	)
Payments for patents and licensing arrangements		(425	)		—
Purchases of investments and marketable securities		(57,473	)		(190,530	)
Maturities of investments and marketable securities		72,401			128,723
Sales of investments and marketable securities		22,583			78,156
Net cash provided by investing activities		30,284			10,440
Cash flows from financing activities:
Purchase of treasury stock		(28,593	)		(24,600	)
Proceeds from exercise of stock options and stock purchase plan purchases		1,168			667
Excess tax benefit from share-based compensation		—			51
Net cash used in financing activities		(27,425	)		(23,882	)
Effect of exchange rate changes on cash		(213	)		(159	)
Net increase in cash and cash equivalents		1,432			18,603
Cash and cash equivalents at beginning of period		33,267			38,211
Cash and cash equivalents at end of period	$	34,699		$	56,814
Supplemental disclosures of cash flow information:
Income taxes paid	$	8,302		$	2,471
Supplemental disclosures of non-cash transactions:
Purchase of treasury shares not paid in the first quarter of 2008		—		$	9,153

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SALES INFORMATION

(Amounts in thousands)

(Unaudited)

Sales by Product Category

	Three Months Ended
	Apr. 4, 2009		Mar. 29, 2008			Percent Change		Percent of Net Sales
Hardware	$	125,865	$	180,181		(30.1	)	65.3
Supplies		38,081		41,902		(9.1	)	19.8
Service and software		25,925		25,180		3.0		13.5
Shipping and handling		1,368		1,802		(24.1	)	0.7
Cash flow from hedging activities		1,370		(2,788	)	NM		0.7
Total sales	$	192,609	$	246,277		(21.8	)	100.0

Sales by Geographic Region

	Three Months Ended
	Apr. 4, 2009		Mar. 29, 2008		Percent Change		Percent of Net Sales
Europe, Middle East and Africa	$	74,620	$	95,509	(21.9	)	38.7
Latin America		13,071		15,983	(18.2	)	6.8
Asia-Pacific		19,409		25,639	(24.3	)	10.1
Total international		107,100		137,131	(21.9	)	55.6
North America		85,509		109,146	(21.7	)	44.4
Total sales	$	192,609	$	246,277	(21.8	)	100.0

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SEGMENT INFORMATION

(Amounts in thousands)

(Unaudited)

	Three Months Ended
	April 4, 2009		March 29, 2008
Sales
Specialty Printing	$	170,768	$	224,752
Enterprise Solutions		21,841		21,525
Total	$	192,609	$	246,277
Cost of sales
Specialty Printing		97,096		112,814
Enterprise Solutions		9,704		10,548
Total		106,800		123,362
Gross profit		85,809		122,915
Operating expenses
Specialty Printing		39,673		50,333
Enterprise Solutions		15,496		18,040
Administrative and other		16,466		15,188
Total		71,635		83,561
Operating income	$	14,174	$	39,354

ZEBRA TECHNOLOGIES CORPORATION

PRINTER UNITS and AVERAGE UNIT PRICES

(Unaudited)

	Three Months Ended
	April 4, 2009		March 29, 2008
Total Printers Shipped		199,218		242,401
Average Unit Prices	$	517	$	614