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): November 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 November 4, 2009, we announced our results of operations and financial position as of and for the three-month period ended October 3, 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 November 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: November 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 Third Quarter Financial Results

Strong sequential increases in sales and earnings led by improved business in North America

Lincolnshire, IL, November 4, 2009—Zebra Technologies Corporation (NASDAQ: ZBRA) today announced net sales of $200,778,000 for the quarter that ended October 3, 2009, compared with $244,073,000 for the corresponding period a year ago. Quarterly net income was $11,111,000, or $0.19 per diluted share, including $3,515,000 in exit, restructuring and integration costs which lowered diluted earnings by $0.04 per share. Net income for the third quarter of 2008 was $25,770,000, or $0.40 per diluted share, including a $0.04 per diluted share impact from exit, restructuring and integration costs.

“We are pleased to report better-than-expected sales and solid earnings performance for the third quarter,” stated Anders Gustafsson, Zebra’s chief executive officer. “These results were in large part driven by not only increasing demand for our products, but also our strategic commitment over the last year to continue investment in areas that strengthen Zebra’s future. We reinforced our industry-leading position, maintained strong cash flows and began to realize the initial benefits from our outsourcing activities.”

Mr. Gustafsson continued, “Around the world, as we continue to drive competitive advantage through innovation, more customers are turning to Zebra to help them improve business performance and supply chain execution with our industry-leading suite of specialty printing, RFID and other asset tracking solutions. Zebra will continue to capitalize on our strategic and financial strength as the business environment improves by investing in global expansion and other high-returning activities to deliver better customer service, improve operational efficiency, and build stockholder value.”

At October 3, 2009, Zebra had $223,272,000 in cash and investments, and no long-term debt. Net inventories were $79,807,000, and net accounts receivable were $144,375,000.

Discussion and Analysis

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

• Net sales in all geographic regions were affected by lower economic activity, with relatively better sales performance in North America, which increased 13.2% from the second quarter of 2009.

• Lower overhead absorption because of reduced volumes and a less favorable product mix contributed to a decline in gross profit margin to 45.7% from 48.3% a year ago. These factors were partially offset by the benefit of outsourcing and higher gross profit margin in the company’s Zebra Enterprise Solutions group.

• Operating expenses declined from cost-reduction actions, which reduced overall employee-related compensation, travel and entertainment expenses and project expenses, in addition to lower expenses for amortization of intangible assets and exit, restructuring and integration costs. These reductions were offset by increases in general and administrative expenses for consulting and benefit costs. In addition, operating expenses for the third quarter 2008 include a non-taxable $5,302,000 reduction in operating expenses for the settlement of Zebra’s claim against the escrow for 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.

• Investment income totaled $901,000 for the third quarter of 2009, compared with an investment loss of $5,140,000, which included write-downs of $4,374,000 on securities and $2,897,000 on a long-term investment.

For the first nine months of 2009, net sales were $581,063,000, compared with $744,132,000. Net income for the year to-date was $29,474,000, or $0.49 per diluted share, including $9,455,000 in exit, restructuring and integration costs which lowered diluted earnings by $0.11 per share. For the same period a year ago, net income was $78,940,000, or $1.20 per diluted share, including $12,218,000 or $0.13 per diluted share in exit, restructuring and integration costs.

Stock Purchase Update

During the third quarter of 2009, the company repurchased 326,850 shares of Zebra Technologies Corporation Class A Common Stock. At the end of the third quarter, Zebra had 2,792,838 shares remaining in the company’s stock buyback authorization and 58,832,620 shares of common stock outstanding.

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Fourth Quarter Outlook

Zebra announced its financial forecast for the fourth quarter of 2009. Net sales are expected within a range of $200,000,000 and $212,000,000. Diluted earnings per share are expected within a range of $0.18 and $0.25. 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 third 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 fourth quarter of 2009 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, 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

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“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.

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ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	October 3, 2009			December 31, 2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	39,048		$	33,267
Restricted cash		1,748			1,639
Investments and marketable securities		91,055			85,654
Accounts receivable, net		144,375			152,679
Inventories, net		79,807			100,199
Deferred income taxes		11,312			11,679
Income taxes receivable		369			—
Prepaid expenses and other current assets		10,503			11,701
Total current assets		378,217			396,818
Property and equipment at cost, less accumulated depreciation and amortization		78,984			75,363
Long-term deferred income taxes		47,422			51,251
Goodwill		153,497			151,356
Other intangibles, net		58,633			66,359
Long-term investments and marketable securities		91,421			104,326
Other assets		5,254			5,405
Total assets	$	813,429		$	850,878
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	22,716		$	38,152
Accrued liabilities		48,582			67,911
Deferred revenue		21,867			18,366
Income taxes payable		—			558
Total current liabilities		93,165			124,987
Deferred rent		4,241			4,903
Other long-term liabilities		9,479			10,250
Total liabilities		106,885			140,140
Stockholders’ equity:
Preferred Stock		—			—
Class A Common Stock		722			722
Additional paid-in capital		134,953			144,861
Treasury stock		(372,800	)		(344,147	)
Retained earnings		951,565			922,091
Accumulated other comprehensive loss		(7,896	)		(12,789	)
Total stockholders’ equity		706,544			710,738
Total liabilities and stockholders’ equity	$	813,429		$	850,878

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ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 3, 2009			September 27, 2008			October 3, 2009			September 27, 2008
Net sales	$	200,778		$	244,073		$	581,063		$	744,132
Cost of sales		109,080			126,287			321,820			375,716
Gross profit		91,698			117,786			259,243			368,416
Operating expenses:
Selling and marketing		25,793			30,980			72,193			91,453
Research and development		21,155			23,879			63,573			71,345
General and administrative		23,348			18,534			64,659			67,795
Amortization of intangible assets		2,649			4,711			7,857			13,904
Exit, restructuring and integration costs		3,515			4,304			9,455			12,218
Claim settlement		—			(5,302	)		—			(5,302	)
Asset impairment charges		88			—			(203	)		—
Total operating expenses		76,548			77,106			217,534			251,413
Operating income		15,150			40,680			41,709			117,003
Other income (expense):
Investment income		901			(5,140	)		3,093			(14	)
Foreign exchange gain (loss)		575			247			(840	)		878
Other, net		(286	)		(185	)		(622	)		(1,089	)
Total other income		1,190			(5,078	)		1,631			(225	)
Income before income taxes		16,340			35,602			43,340			116,778
Income taxes		5,229			9,832			13,866			37,838
Net income	$	11,111		$	25,770		$	29,474		$	78,940
Basic earnings per share	$	0.19		$	0.40		$	0.49		$	1.21
Diluted earnings per share	$	0.19		$	0.40		$	0.49		$	1.20
Basic weighted average shares outstanding		58,954			64,328			59,548			65,190
Diluted weighted average and equivalent shares outstanding		59,083			64,653			59,643			65,550

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ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Nine Months Ended
	October 3, 2009			September 27, 2008
Cash flows from operating activities:
Net income	$	29,474		$	78,940
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		24,409			28,418
Stock-based compensation		8,687			10,780
Excess tax benefit from share-based compensation		(11	)		(187	)
Gain on sale of asset		357			(1,121	)
Asset impairment charges		(203	)		—
Deferred income taxes		4,259			(4,624	)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		13,797			(29,654	)
Inventories		22,632			(22,575	)
Other assets		(677	)		930
Accounts payable		(21,216	)		7,573
Accrued liabilities		(19,389	)		(6,009	)
Deferred revenue		2,674			13,279
Income taxes payable		(2,394	)		2,295
Other operating activities		584			2,461
Net cash provided by operating activities		62,983			80,506
Cash flows from investing activities:
Purchases of property and equipment		(19,499	)		(28,534	)
Proceeds from sale of assets		—			14,796
Acquisition of businesses acquired, net of cash acquired		—			(18,570	)
Acquisition of intangible assets		—			(1,100	)
Payments for patents and licensing arrangements		(425	)		—
Purchases of investments and marketable securities		(236,520	)		(502,699	)
Maturities of investments and marketable securities		194,939			388,362
Sales of investments and marketable securities		49,899			178,104
Net cash provided by (used in) investing activities		(11,606	)		30,359
Cash flows from financing activities:
Purchase of treasury stock		(49,609	)		(107,504	)
Proceeds from exercise of stock options and stock purchase plan purchases		3,250			4,343
Excess tax benefit from share-based compensation		11			187
Net cash used in financing activities		(46,348	)		(102,974	)
Effect of exchange rate changes on cash		752			775
Net increase in cash and cash equivalents		5,781			8,666
Cash and cash equivalents at beginning of period		33,267			38,211
Cash and cash equivalents at end of period	$	39,048		$	46,877
Supplemental disclosures of cash flow information:
Income taxes paid		19,856			40,682

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ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SALES INFORMATION

(Amounts in thousands)

(Unaudited)

Sales by Product Category

	Three Months Ended
Product Category	October 3, 2009			September 27, 2008			Percent Change		Percent of Net Sales - 2009		Percent of Net Sales - 2008
Hardware	$	131,484		$	175,663		(25.1	)	65.5		72.0
Supplies		43,229			45,530		(5.1	)	21.5		18.7
Service and software		25,443			26,260		(3.1	)	12.7		10.8
Shipping and handling		1,250			1,710		(26.9	)	0.6		0.6
Cash flow hedging activities		(629	)		(5,090	)	NM		(0.3	)	(2.1	)
Total sales	$	200,778		$	244,073		(17.7	)	100.0		100.0

	Nine Months Ended
Product Category	October 3, 2009		September 27, 2008			Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Hardware	$	382,504	$	541,483		(29.4	)	65.8	72.8
Supplies		116,836		131,236		(11.0	)	20.1	17.6
Service and software		77,116		78,955		(2.3	)	13.3	10.6
Shipping and handling		3,883		5,344		(27.3	)	0.7	0.7
Cash flow hedging activities		724		(12,886	)	NM		0.1	(1.7	)
Total sales	$	581,063	$	744,132		(21.9	)	100.0	100.0

Sales by Geographic Region

	Three Months Ended
Geographic Region	October 3, 2009		September 27, 2008		Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Europe, Middle East and Africa	$	67,591	$	85,381	(19.9	)	33.7	35.0
Latin America		17,452		21,268	(17.9	)	8.7	8.7
Asia-Pacific		20,889		26,560	(24.3	)	10.4	10.9
Total International		105,932		133,209	(20.5	)	52.8	54.6
North America		94,846		110,864	(14.4	)	47.2	45.4
Total sales	$	200,778	$	244,073	(17.7	)	100.0	100.0

	Nine Months Ended
Geographic Region	October 3, 2009		September 27, 2008		Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Europe, Middle East and Africa	$	211,255	$	276,538	(22.3	)	36.4	37.2
Latin America		45,528		58,618	(22.3	)	7.8	7.9
Asia-Pacific		60,136		76,694	(26.0	)	10.3	10.3
Total International		316,919		411,850	(23.0	)	54.5	55.4
North America		264,144		332,282	(20.5	)	45.5	44.6
Total sales	$	581,063	$	744,132	(21.9	)	100.0	100.0

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ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SEGMENT INFORMATION

(Amounts in thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 3, 2009			September 27, 2008			October 3, 2009			September 27, 2008
Net sales:
Specialty Printing Group	$	180,757		$	218,452		$	519,434		$	671,965
Zebra Enterprise Solutions		20,021			25,621			61,629			72,167
Total	$	200,778		$	244,073		$	581,063		$	744,132
Cost of sales:
Specialty Printing Group	$	101,926		$	114,999		$	297,058		$	341,149
Zebra Enterprise Solutions		7,154			11,288			24,762			34,567
Total	$	109,080		$	126,287		$	321,820		$	375,716
Operating expenses:
Specialty Printing Group	$	42,149		$	48,959		$	121,607		$	155,153
Zebra Enterprise Solutions		15,866			15,970			47,560			53,940
Corporate and other		18,533			12,177			48,367			42,320
Total	$	76,548		$	77,106		$	217,534		$	251,413
Operating income (loss):
Specialty Printing Group	$	36,682		$	54,494		$	100,769		$	175,663
Zebra Enterprise Solutions		(2,999	)		(1,637	)		(10,693	)		(16,340	)
Corporate and other		(18,533	)		(12,177	)		(48,367	)		(42,320	)
Total	$	15,150		$	40,680		$	41,709		$	117,003

Corporate and other includes corporate administration costs or assets that support both reporting segments.

ZEBRA TECHNOLOGIES CORPORATION

PRINTER UNITS and AVERAGE UNIT PRICES

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 3,		September 27,		Percent		October 3,		September 27,		Percent
	2009		2008		Change		2009		2008		Change
Total printers shipped		201,713		241,717	(16.6	)		606,130		722,576	(16.1	)
Average selling price of printers shipped	$	551	$	596	(7.6	)	$	577	$	613	(5.9	)

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