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): August 4, 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 August 4, 2009, we announced our results of operations and financial position as of and for the three-month period ended July 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 August 4, 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: August 4, 2009	By:	/s/ Anders Gustafsson
		Anders Gustafsson Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT: Investors: Douglas A. Fox, CFA Vice President, Investor Relations and Treasurer +1 847 793 6735 dfox@zebra.com Media: Orlando De Bruce Director, Global Public Relations +1 510 267 5052 odebruce@zebra.com

FOR IMMEDIATE RELEASE

Zebra Technologies Announces 2009 Second Quarter Financial Results

Vernon Hills, IL, August 4, 2009—Zebra Technologies Corporation (NASDAQ: ZBRA) today announced net income of $9,011,000, or $0.15 per diluted share, for the second quarter of 2009, including $3,643,000 in exit, restructuring and integration costs which lowered diluted earnings by $0.04 per share. Net income for the second quarter of 2008 was $25,526,000, or $0.39 per diluted share. Net sales were $187,676,000 for the quarter that ended July 4, 2009, compared with $253,782,000 for the corresponding period a year ago.

“The return of some large deal transactions along with ongoing expense control and working capital management helped Zebra deliver solid results in a stabilizing yet still-challenging business environment,” stated Anders Gustafsson, Zebra’s chief executive officer. “During the quarter, we effectively addressed the elements within our control to generate significantly improved cash flows. We continued to buy back stock and make progress on our outsourcing and other business initiatives to deliver better customer service and improve efficiency. Zebra’s future remains bright to extend industry leadership and position the company for improved performance when business conditions improve. We have great confidence in our ability to build stockholder value as the global leader in specialty printing, RFID and other solutions that improve business performance and supply chain execution.”

At July 4, 2009, Zebra had $206,988,000 in cash and investments, and no long-term debt. Net inventories were $92,897,000, and net accounts receivable were $138,755,000.

Discussion and Analysis

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

• The decline in global economic activity continued to affect consolidated net sales, with consistent percentage sales declines occurring in all geographic regions. Product mix also had an effect on sales,

with larger sales declines among high performance and midrange tabletop printers. Movements in foreign exchange reduced sales by $3,415,000, compared with 2009 second quarter sales.

• Gross profit margin of 43.6% versus 50.3% a year ago was principally affected by the impact of the lower sales volume and unfavorable product mix. These factors were partially offset by higher profitability in the company’s Zebra Enterprise Solutions group.

• Operating expenses declined $21,395,000, or 23.6%, from cost-reduction actions taken in the past twelve months, which reduced employee-related compensation, travel and entertainment expenses and sales support activity, in addition to lower expenses for amortization of intangible assets and exit, restructuring and integration costs.

Stock Purchase Update

During the second quarter of 2009, the company repurchased 600,008 shares of Zebra Technologies Corporation Class A Common Stock. At the end of the second quarter, Zebra had 3,119,688 shares remaining in the company’s stock buyback authorization and 59,088,274 shares of common stock outstanding.

Third Quarter Outlook

Zebra announced its financial forecast for the third quarter of 2009. Net sales are expected within a range of $186,000,000 and $198,000,000. Diluted earnings per share are expected within a range of $0.14 and $0.21. This forecast includes expected exit and restructuring costs of $0.03 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 second 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 third quarter of 2009 stated in the paragraph above captioned “Third 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)

	July 4, 2009			December 31, 2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	44,792		$	33,267
Restricted cash		1,666			1,639
Investments and marketable securities		71,595			85,654
Accounts receivable, net		138,755			152,679
Inventories, net		92,897			100,199
Deferred income taxes		12,206			11,679
Income taxes receivable		1,031			—
Prepaid expenses and other current assets		10,419			11,701
Total current assets		373,361			396,818
Property and equipment at cost, less accumulated depreciation and amortization		78,494			75,363
Long-term deferred income taxes		49,174			51,251
Goodwill		152,856			151,356
Other intangibles, net		61,135			66,359
Long-term investments and marketable securities		88,935			104,326
Other assets		4,724			5,405
Total assets	$	808,679		$	850,878
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	28,114		$	38,152
Accrued liabilities		45,916			67,911
Deferred revenue		20,121			18,366
Income taxes payable		—			558
Total current liabilities		94,151			124,987
Deferred rent		4,575			4,903
Other long-term liabilities		10,529			10,250
Total liabilities		109,255			140,140
Stockholders’ equity:
Preferred Stock		—			—
Class A Common Stock		722			722
Additional paid-in capital		133,593			144,861
Treasury stock		(367,464	)		(344,147	)
Retained earnings		940,454			922,091
Accumulated other comprehensive loss		(7,881	)		(12,789	)
Total stockholders’ equity		699,424			710,738
Total liabilities and stockholders’ equity	$	808,679		$	850,878

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	July 4, 2009			June 28, 2008			July 4, 2009			June 28, 2008
Net sales	$	187,676		$	253,782		$	380,285		$	500,059
Cost of sales		105,940			126,067			212,740			249,429
Gross profit		81,736			127,715			167,545			250,630
Operating expenses:
Selling and marketing		23,724			31,920			46,400			60,473
Research and development		20,614			25,251			42,418			47,466
General and administrative		19,086			24,216			41,311			49,261
Amortization of intangible assets		2,575			4,679			5,208			9,193
Exit, restructuring and integration costs		3,643			4,680			5,940			7,914
Asset impairment charges		(291	)		—			(291	)		—
Total operating expenses		69,351			90,746			140,986			174,307
Operating income		12,385			36,969			26,559			76,323
Other income (expense):
Investment income		1,014			2,722			2,192			5,127
Foreign exchange gain (loss)		(131	)		(69	)		(1,415	)		631
Other, net		(19	)		(651	)		(336	)		(905	)
Total other income		864			2,002			441			4,853
Income before income taxes		13,249			38,971			27,000			81,176
Income taxes		4,238			13,445			8,637			28,006
Net income	$	9,011		$	25,526		$	18,363		$	53,170
Basic earnings per share	$	0.15		$	0.39		$	0.31		$	0.81
Diluted earnings per share	$	0.15		$	0.39		$	0.31		$	0.81
Basic weighted average shares outstanding		59,271			65,128			59,821			65,664
Diluted weighted average and equivalent shares outstanding		59,352			65,502			59,896			66,046

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Six Months Ended
	July 4, 2009			June 28, 2008
Cash flows from operating activities:
Net income	$	18,363		$	53,170
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		15,947			18,607
Stock-based compensation		5,586			6,536
Excess tax benefit from share-based compensation		—			(131	)
Asset impairment charges		(291	)		—
Deferred income taxes		1,710			(3,185	)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		17,512			(29,780	)
Inventories		10,133			(14,754	)
Other assets		(212	)		1,485
Accounts payable		(14,479	)		13,129
Accrued liabilities		(21,855	)		(3,876	)
Deferred revenue		2,030			6,793
Income taxes payable		(2,773	)		1,796
Other operating activities		757			762
Net cash provided by operating activities		32,428			50,552
Cash flows from investing activities:
Purchases of property and equipment		(12,648	)		(20,249	)
Acquisition of businesses acquired, net of cash acquired		—			(17,987	)
Acquisition of intangible assets		—			(470	)
Payments for patents and licensing arrangements		(425	)		—
Purchases of investments and marketable securities		(126,605	)		(305,088	)
Maturities of investments and marketable securities		100,830			227,129
Sales of investments and marketable securities		55,750			113,838
Net cash provided by (used in) investing activities		16,902			(2,827	)
Cash flows from financing activities:
Purchase of treasury stock		(41,600	)		(48,402	)
Proceeds from exercise of stock options and stock purchase plan purchases		2,027			3,383
Excess tax benefit from share-based compensation		—			131
Net cash used in financing activities		(39,573	)		(44,888	)
Effect of exchange rate changes on cash		1,768			868
Net increase in cash and cash equivalents		11,525			3,705
Cash and cash equivalents at beginning of period		33,267			38,211
Cash and cash equivalents at end of period	$	44,792		$	41,916
Supplemental disclosures of cash flow information:
Income taxes paid		7,334			27,096
Supplemental disclosures of non-cash transactions:
Purchase of treasury shares not paid in the second quarter of 2008		—		$	570

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SALES INFORMATION

(Amounts in thousands)

(Unaudited)

Sales by Product Category

	Three Months Ended
Product Category	July 4, 2009			June 28, 2008			Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Hardware	$	125,092		$	185,640		(32.6	)	66.7	73.1
Supplies		35,588			43,803		(18.8	)	19.0	17.3
Service and software		25,748			27,516		(6.4	)	13.7	10.8
Shipping and handling		1,265			1,832		(30.9	)	0.6	0.8
Cash flow hedging activities		(17	)		(5,009	)	NM		0	(2.0	)
Total sales	$	187,676		$	253,782		(26.0	)	100.0	100.0

	Six Months Ended
Product Category	July 4, 2009		June 28, 2008			Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Hardware	$	251,019	$	365,821		(31.4	)	65.9	73.3
Supplies		73,607		85,706		(14.1	)	19.4	17.1
Service and software		51,673		52,695		(1.9	)	13.6	10.5
Shipping and handling		2,633		3,634		(27.5	)	0.7	0.7
Cash flow hedging activities		1,353		(7,797	)	NM		0.4	(1.6	)
Total sales	$	380,285	$	500,059		(24.0	)	100.0	100.0

Sales by Geographic Region

	Three Months Ended
Geographic Region	July 4, 2009		June 28, 2008		Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Europe, Middle East and Africa	$	69,044	$	92,112	(25.0	)	36.8	36.3
Latin America		15,005		21,367	(29.8	)	8.0	8.4
Asia-Pacific		19,839		28,031	(29.2	)	10.6	11.0
Total International		103,888		141,510	(26.6	)	55.4	55.7
North America		83,788		112,272	(25.4	)	44.6	44.3
Total sales	$	187,676	$	253,782	(26.0	)	100.0	100.0

	Six Months Ended
Geographic Region	July 4, 2009		June 28, 2008		Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Europe, Middle East and Africa	$	143,664	$	187,620	(23.4	)	37.8	37.5
Latin America		28,076		37,350	(24.8	)	7.4	7.5
Asia-Pacific		39,247		53,671	(26.9	)	10.3	10.7
Total International		210,987		278,641	(24.3	)	55.5	55.7
North America		169,298		221,418	(23.5	)	44.5	44.3
Total sales	$	380,285	$	500,059	(24.0	)	100.0	100.0

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SEGMENT INFORMATION

(Amounts in thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	July 4, 2009			June 28, 2008			July 4, 2009			June 28, 2008
Net sales:
SPG	$	167,909		$	228,762		$	338,667		$	453,513
ZES		19,767			25,020			41,608			46,546
Total	$	187,676		$	253,782		$	380,285		$	500,059
Operating profit (loss):
SPG	$	30,088		$	59,563		$	64,087		$	121,168
ZES		(4,335	)		(7,639	)		(7,694	)		(14,703	)
Corporate and other		(13,368	)		(14,955	)		(29,834	)		(30,142	)
Total	$	12,385		$	36,969		$	26,559		$	76,323
	July 4, 2009			December 31, 2008
Identifiable assets:
SPG	$	340,414		$	376,515
ZES		187,649			190,572
Corporate and other		280,616			283,791
Total	$	808,679		$	850,878

ZEBRA TECHNOLOGIES CORPORATION

PRINTER UNITS and AVERAGE UNIT PRICES

(Unaudited)

	Three Months Ended						Six Months Ended
	July 4,		June 28,		Percent		July 4,		June 28,		Percent
	2009		2008		Change		2009		2008		Change
Total printers shipped		205,199		238,458	(13.9	)		404,417		480,859	(15.9	)
Average selling price of printers shipped	$	508	$	630	(19.4	)	$	512	$	622	(17.7	)