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 9, 2010

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 February 9, 2010, we announced our results of operations and financial position as of and for the year and three-month period ended December 31, 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 February 9, 2010.

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 9, 2010	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 Fourth Quarter Financial Results

Improved business in all regions leads to 72% sequential growth in operating income

on an 11% sequential increase in sales that were well ahead of expectations

Lincolnshire, IL, February 9, 2010—Zebra Technologies Corporation (NASDAQ: ZBRA) today announced 2009 fourth quarter net sales of $222,522,000 and net income of $17,630,000, or $0.30 per diluted share, including $2,737,000 in exit, restructuring and integration costs which lowered diluted earnings by $0.03 per share. For the fourth quarter of 2008, the company had net sales of $232,568,000 and a net loss of $117,361,000, or $1.88 per basic and diluted share. Results for the fourth quarter of 2008 include pretax non-cash impairment charges of $157,600,000, or $2.20 per basic and diluted share after tax, and pretax exit, restructuring and integration expenses of $7,791,000 which reduced earnings by $0.08 per basic and diluted share after tax.

“Strong customer demand in all geographic regions led to results well ahead of expectations, as customers invested in Zebra products and solutions to improve their business processes and become more competitive in a stabilizing economic environment,” stated Anders Gustafsson, Zebra’s chief executive officer. “We experienced broad-based sales through our industry-leading global channel network and to large enterprise customers.”

Mr. Gustafsson added, “Zebra enters 2010 a leaner, more responsive company with many opportunities for growth and stockholder value creation. Streamlined North American sales and marketing processes are improving customer intimacy in the region. In Asia Pacific, Latin America and other high-growth territories, we are adding Zebra sales personnel to capture more available business. New, innovative products, such as our recently introduced re-transfer card printer, are enabling us to meet more of our customers’ identification and supply chain management needs.”

At December 31, 2009, Zebra had $246,721,000 in cash and investments, and no long-term debt. Net inventories were $79,926,000, and net accounts receivable were $150,992,000.

Discussion and Analysis

• Net sales, up 10.8% from the third quarter of 2009 and down 4.3% from the fourth quarter of 2008, benefited from stronger customer demand in all geographic regions and an improved product mix including higher sales of high-performance and mid-range tabletop thermal printers.

• The improved product mix, higher volumes and benefits from outsourcing thermal printer production, offset by higher freight costs incurred to meet greatly increased customer demand, were the major factors affecting gross margins.

• Operating expenses continued to benefit from lower employee-related costs.

• 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” (currently ASC 350) and SFAS No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets” (currently ASC 360). The charges were primarily attributable to impairment of goodwill and other assets recorded in connection with acquisitions in Zebra Enterprise Solutions in response to then-current and expected business conditions primarily in automotive and industrial manufacturing associated with the business from the WhereNet acquisition in 2007. The impairment also included a charge for a reduction in the estimated value of radio frequency identification (RFID) licenses, patents and other intellectual property related to the company’s Specialty Printing Group.

For the full year, net sales were $803,585,000 for 2009, compared with $976,700,000 for 2008. Net income for the twelve months was $47,104,000, or $0.79 per diluted share, including $12,191,000 in exit, restructuring and integration costs which lowered diluted earnings by $0.14 per diluted share. For 2008, net loss was $38,421,000, or $0.60 per basic and diluted share, including the $157,600,000 in impairment charges and $20,009,000 in exit, restructuring and integration costs.

Stock Purchase Update

During the fourth quarter of 2009, the company repurchased 593,552 shares of Zebra Technologies Corporation Class A Common Stock. At December 31, 2009, Zebra had 2,199,286 shares remaining in the company’s stock buyback authorization and 58,318,983 shares of common stock outstanding.

First Quarter Outlook

Zebra announced its financial forecast for the first quarter of 2010. Net sales are expected within a range of $217,000,000 and $230,000,000. Diluted earnings per share are expected within a range of $0.25 and $0.32. This forecast includes expected exit and restructuring costs of $0.02 per diluted share.

2

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 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 first quarter of 2010 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 undertakes no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this release.

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. The widely reported uncertainty over future global economic conditions, the availability of credit, capital markets volatility, 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. 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 and Form 10-Q for the quarter ended October 3, 2009.

3

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.

4

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

	December 31, 2009			December 31, 2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	38,943		$	33,267
Restricted cash		1,725			1,639
Investments and marketable securities		114,064			85,654
Accounts receivable, net		150,992			152,679
Inventories, net		79,926			100,199
Deferred income taxes		10,792			11,679
Income taxes receivable		3,550			—
Prepaid expenses and other current assets		10,945			11,701
Total current assets		410,937			396,818
Property and equipment at cost, less accumulated depreciation and amortization		77,589			75,363
Long-term deferred income taxes		35,842			51,251
Goodwill		153,225			151,356
Other intangibles, net		55,982			66,359
Long-term investments and marketable securities		91,989			104,326
Other assets		4,915			5,405
Total assets	$	830,479		$	850,878
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	28,137		$	38,152
Accrued liabilities		52,591			67,911
Deferred revenue		24,082			18,366
Income taxes payable		—			558
Total current liabilities		104,810			124,987
Deferred rent		4,108			4,903
Other long-term liabilities		9,432			10,250
Total liabilities		118,350			140,140
Stockholders’ equity:
Preferred Stock		—			—
Class A Common Stock		722			722
Additional paid-in capital		136,104			144,861
Treasury stock		(385,831	)		(344,147	)
Retained earnings		969,195			922,091
Accumulated other comprehensive loss		(8,061	)		(12,789	)
Total stockholders’ equity		712,129			710,738
Total liabilities and stockholders’ equity	$	830,479		$	850,878

- 5 -

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in thousands, except per share data)

	Three Months Ended						Year Ended
	December 31, 2009			December 31, 2008			December 31, 2009			December 31, 2008
	(Unaudited)			(Unaudited)			(Unaudited)
Net sales:
Net sales of tangible products	$	197,097		$	206,410		$	701,044		$	871,587
Revenue from services and software		25,425			26,158			102,541			105,113
Total net sales		222,522			232,568			803,585			976,700
Cost of sales:
Cost of sales of tangible products		110,611			109,734			401,727			452,208
Cost of services and software		10,433			11,945			41,137			45,187
Total cost of sales		121,044			121,679			442,864			497,395
Gross profit		101,478			110,889			360,721			479,305
Operating expenses:
Selling and marketing		28,006			29,982			100,199			121,435
Research and development		21,516			23,104			85,089			94,449
General and administrative		20,373			20,090			85,032			87,885
Amortization of intangible assets		2,608			4,671			10,466			18,575
Claim settlement		—			—			—			(5,302	)
Exit, restructuring and integration costs		2,737			7,791			12,191			20,009
Asset impairment charges		—			157,600			(1,058	)		157,600
Total operating expenses		75,240			243,238			291,919			494,651
Operating income (loss)		26,238			(132,349	)		68,802			(15,346	)
Other income (expense):
Investment income		695			1,295			2,933			1,281
Foreign exchange gain (loss)		795			2,640			(45	)		3,518
Other, net		(546	)		(277	)		(1,167	)		(1,366	)
Total other income		944			3,658			1,721			3,433
Income (loss) before income taxes		27,182			(128,691	)		70,523			(11,913	)
Income taxes		9,552			(11,330	)		23,419			26,508
Net income (loss)	$	17,630		$	(117,361	)	$	47,104		$	(38,421	)
Basic earnings per share	$	0.30		$	(1.88	)	$	0.79		$	(0.60	)
Diluted earnings per share	$	0.30		$	(1.88	)	$	0.79		$	(0.60	)
Basic weighted average shares outstanding		58,583			62,561			59,306			64,524
Diluted weighted average and equivalent shares outstanding		58,769			62,561			59,425			65,524

- 6 -

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	Year Ended
	December 31, 2009			December 31, 2008
		(Unaudited	)
Cash flows from operating activities:
Net income (loss)	$	47,104		$	(38,421	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		32,913			38,581
Share-based compensation		11,467			14,962
Asset impairment charges		(1,058	)		157,600
Impairment of investments		943			7,271
Excess tax benefit from share-based compensation		(13	)		(192	)
Loss (gain) on sale of assets		829			(1,121	)
Deferred income taxes		16,247			(23,138	)
Changes in assets and liabilities, net of businesses acquired:
Accounts receivable, net		8,747			(21,891	)
Inventories		22,315			(26,222	)
Other assets		(718	)		(2,758	)
Accounts payable		(16,105	)		17,891
Accrued liabilities		(16,315	)		1,429
Deferred revenue		4,966			11,281
Income taxes payable		(5,705	)		(1,002	)
Other operating activities		81			4,012
Net cash provided by operating activities		105,698			138,282
Cash flows from investing activities:
Purchases of property and equipment		(24,890	)		(40,889	)
Proceeds from sale of asset		—			14,796
Acquisition of businesses, net of cash acquired		—			(18,588	)
Acquisition of intangible assets		(425	)		(1,384	)
Purchases of investments		(329,292	)		(723,791	)
Maturities of investments		257,936			592,749
Sales of investments		56,020			198,541
Net cash provided by (used in) investing activities		(40,651	)		21,434
Cash flows from financing activities:
Purchase of treasury shares		(65,445	)		(157,582	)
Proceeds from exercise of stock options and stock purchase plan purchases		4,972			7,145
Excess tax benefit from share-based compensation		13			192
Net cash used in financing activities		(60,460	)		(150,245	)
Effect of exchange rate changes on cash		1,089			(14,415	)
Net increase (decrease) in cash and cash equivalents		5,676			(4,944	)
Cash and cash equivalents at beginning of year		33,267			38,211
Cash and cash equivalents at end of year	$	38,943		$	33,267
Supplemental disclosures of cash flow information:
Income taxes paid		10,742			49,092

- 7 -

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SALES INFORMATION

(Amounts in thousands)

(Unaudited)

SALES BY PRODUCT CATEGORY

	Three Months Ended
Product Category	December 31, 2009		December 31, 2008		Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Hardware	$	156,706	$	164,042	(4.5	)	70.4	70.5
Supplies		39,011		40,870	(4.5	)	17.5	17.6
Service and software		25,425		26,158	(2.8	)	11.4	11.2
Shipping and handling		1,380		1,498	(7.9	)	0.7	0.7
Total sales	$	222,522	$	232,568	(4.3	)	100.0	100.0
	Year Ended
Product Category	December 31, 2009		December 31, 2008		Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Hardware	$	539,934	$	692,638	(22.0	)	67.1	70.9
Supplies		155,847		172,106	(9.4	)	19.4	17.6
Service and software		102,541		105,113	(2.4	)	12.8	10.8
Shipping and handling		5,263		6,843	(23.1	)	0.7	0.7
Total sales	$	803,585	$	976,700	(17.7	)	100.0	100.0

SALES BY GEOGRAPHIC REGION

	Three Months Ended
Geographic Region	December 31, 2009		December 31, 2008		Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Europe, Middle East and Africa	$	82,377	$	81,302	1.3		37.0	35.0
Latin America		20,196		17,871	13.0		9.1	7.7
Asia-Pacific		21,984		21,411	2.7		9.9	9.1
Total International		124,557		120,584	3.3		56.0	51.8
North America		97,965		111,984	(12.5	)	44.0	48.2
Total sales	$	222,522	$	232,568	(4.3	)	100.0	100.0
	Year Ended
Geographic Region	December 31, 2009		December 31, 2008		Percent Change		Percent of Net Sales - 2009	Percent of Net Sales - 2008
Europe, Middle East and Africa	$	294,296	$	353,273	(16.7	)	36.6	36.2
Latin America		65,060		76,489	(14.9	)	8.1	7.8
Asia-Pacific		82,120		102,672	(20.0	)	10.2	10.5
Total International		441,476		532,434	(17.1	)	54.9	54.5
North America		362,109		444,266	(18.5	)	45.1	45.5
Total sales	$	803,585	$	976,700	(17.7	)	100.0	100.0

- 8 -

ZEBRA TECHNOLOGIES CORPORATION

SUPPLEMENTAL SEGMENT INFORMATION

(Amounts in thousands)

(Unaudited)

	Three Months Ended						Year Ended
	December 31, 2009			December 31, 2008			December 31, 2009			December 31, 2008
Net sales:
Specialty Printing Group	$	203,122		$	210,494		$	722,556		$	882,459
Zebra Enterprise Solutions		19,400			22,074			81,029			94,241
Total	$	222,522		$	232,568		$	803,585		$	976,700
Cost of sales:
Specialty Printing Group	$	113,253		$	113,187		$	410,311		$	454,337
Zebra Enterprise Solutions		7,791			8,492			32,553			43,058
Total	$	121,044		$	121,679		$	442,864		$	497,395
Operating expenses:
Specialty Printing Group	$	42,519		$	66,781		$	164,124		$	221,934
Zebra Enterprise Solutions		17,024			163,208			63,730			217,149
Corporate and other		15,697			13,249			64,065			55,568
Total	$	75,240		$	243,238		$	291,919		$	494,651
Operating income (loss):
Specialty Printing Group	$	47,350		$	30,526		$	148,121		$	206,188
Zebra Enterprise Solutions		(5,415	)		(149,626	)		(15,254	)		(165,966	)
Corporate and other		(15,697	)		(13,249	)		(64,065	)		(55,568	)
Total	$	26,238		$	(132,349	)	$	68,802		$	(15,346	)

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 December 31,				Percent		Year Ended December 31,				Percent
	2009		2008		Change		2009		2008		Change
Total printers shipped		244,100		249,902	(2.3	)		850,230		972,478	(12.6	)
Average selling price of printers shipped	$	531	$	538	(1.3	)	$	527	$	594	(11.3	)

- 9 -