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10-Q 1 d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 3, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-19406

Zebra Technologies Corporation

(Exact name of registrant as specified in its charter)


Delaware		36-2675536
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

475 Half Day Road, Suite 500, Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 634-6700

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 30, 2010, there were 56,682,261 shares of Class A Common Stock, $.01 par value, outstanding.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

QUARTER ENDED JULY 3, 2010

INDEX


		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets as of July 3, 2010 (unaudited) and December 31, 2009	3

	Consolidated Statements of Earnings (unaudited) for the three and six months ended July 3, 2010 and July 4, 2009	4

	Consolidated Statements of Cash Flows (unaudited) for the six months ended July 3, 2010 and July 4, 2009	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	37

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 6.	Exhibits	39

SIGNATURES		40

PART I - FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)


	July 3, 2010			December 31, 2009
	(Unaudited)
ASSETS
Current assets:
Cash	$	41,282		$	38,943
Restricted cash		1,458			1,725
Investments and marketable securities		136,414			114,064
Accounts receivable, net		150,092			150,992
Inventories, net		85,010			79,926
Deferred income taxes		10,562			10,792
Income taxes receivable		—			4,724
Prepaid expenses and other current assets		18,644			9,771

Total current assets		443,462			410,937

Property and equipment at cost, less accumulated depreciation and amortization		81,141			77,589
Long-term deferred income taxes		33,357			35,842
Goodwill		151,008			153,225
Other intangibles		52,597			55,982
Long-term investments and marketable securities		76,040			91,989
Other assets		4,350			4,915

Total assets	$	841,955		$	830,479

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	30,200		$	28,137
Accrued liabilities		53,152			52,591
Deferred revenue		23,404			24,082
Income taxes payable		1,687			—

Total current liabilities		108,443			104,810
Deferred rent		3,278			4,108
Other long-term liabilities		9,581			9,432

Total liabilities		121,302			118,350

Stockholders’ equity:
Preferred Stock		—			—
Class A Common Stock		722			722
Additional paid-in capital		125,682			136,104
Treasury stock		(412,972	)		(385,831	)
Retained earnings		1,016,605			969,195
Accumulated other comprehensive loss		(9,384	)		(8,061	)

Total stockholders’ equity		720,653			712,129

Total liabilities and stockholders’ equity	$	841,955		$	830,479

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in thousands, except per share data)

(Unaudited)


	Three Months Ended						Six Months Ended
	July 3, 2010			July 4, 2009			July 3, 2010			July 4, 2009
Net sales
Net sales of tangible products	$	208,319		$	161,928		$	410,403		$	328,612
Revenue from services and software		27,416			25,748			51,763			51,673

Total net sales		235,735			187,676			462,166			380,285


Cost of sales
Cost of sales of tangible products		114,663			96,576			243,313			192,435
Cost of services and software		9,893			9,364			19,339			20,305

Total cost of sales		124,556			105,940			243,652			212,740


Gross profit		111,179			81,736			218,514			167,545


Operating expenses:
Selling and marketing		30,328			24,398			57,828			47,597
Research and development		25,371			20,949			48,443			43,098
General and administrative		19,718			18,077			40,587			39,434
Amortization of intangible assets		2,345			2,575			4,703			5,208
Exit, restructuring and integration costs		576			3,643			2,392			5,940
Asset impairment charges		—			(1,058	)		—			(1,058	)

Total operating expenses		78,338			68,584			153,953			140,219


Operating income		32,841			13,152			64,561			27,326


Other income (expense):
Investment income		634			247			1,476			1,425
Foreign exchange gain (loss)		361			(131	)		560			(1,415	)
Other, net		(487	)		(19	)		(836	)		(336	)

Total other income (expense)		508			97			1,200			(326	)


Income before income taxes		33,349			13,249			65,761			27,000
Income taxes		10,672			4,238			18,351			8,637

Net income	$	22,677		$	9,011		$	47,410		$	18,363


Basic earnings per share	$	0.39		$	0.15		$	0.82		$	0.31
Diluted earnings per share	$	0.39		$	0.15		$	0.82		$	0.31

Basic weighted average shares outstanding		57,489			59,271			57,756			59,821
Diluted weighted average and equivalent shares outstanding		57,737			59,352			58,003			59,896

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Six Months Ended
	July 3, 2010			July 4, 2009
Cash flows from operating activities:
Net income	$	47,410		$	18,363
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		16,021			15,947
Equity-based compensation		5,155			5,586
Excess tax benefit from equity-based compensation		(16	)		—
Gain on sale of assets		(58	)		—
Asset impairment charges		—			(1,058	)
Deferred income taxes		2,961			1,710
Changes in assets and liabilities:
Accounts receivable, net		(1,956	)		17,512
Inventories, net		(5,383	)		10,133
Other assets		(8,664	)		(212	)
Accounts payable		6,672			(14,479	)
Accrued liabilities		779			(21,855	)
Deferred revenue		(337	)		2,030
Income taxes		5,429			(2,773	)
Other operating activities		(683	)		1,524

Net cash provided by operating activities		67,330			32,428


Cash flows from investing activities:
Purchases of property and equipment		(15,053	)		(12,648	)
Payments for patents and licensing arrangements		(1,634	)		(425	)
Purchases of investments and marketable securities		(200,939	)		(126,605	)
Maturities of investments and marketable securities		149,929			100,830
Sales of investments and marketable securities		44,567			55,750

Net cash provided by (used in) investing activities		(23,130	)		16,902


Cash flows from financing activities:
Purchase of treasury stock		(46,767	)		(41,600	)
Proceeds from exercise of stock options and stock purchase plan purchases		5,033			2,027
Excess tax benefit from equity-based compensation		16			—

Net cash used in financing activities		(41,718	)		(39,573	)

Effect of exchange rate changes on cash		(143	)		1,768


Net increase in cash and cash equivalents		2,339			11,525
Cash and cash equivalents at beginning of period		38,943			33,267

Cash and cash equivalents at end of period	$	41,282		$	44,792


Supplemental disclosures of cash flow information:
Income taxes paid	$	9,472		$	7,334

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Basis of Presentation

Management prepared these unaudited interim consolidated financial statements for Zebra Technologies Corporation and subsidiaries (“Zebra”) according to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in Zebra’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

The consolidated balance sheet as of December 31, 2009 in this Form 10-Q is taken from the audited consolidated balance sheet in our Form 10-K. These interim financial statements include all adjustments (of a normal, recurring nature) necessary to present fairly Zebra’s consolidated financial position as of July 3, 2010, the consolidated statement of earnings for the three and six months ended July 3, 2010 and July 4, 2009, and consolidated statement of cash flows for the six months ended July 3, 2010 and July 4, 2009. These results, however, are not necessarily indicative of results for the full year.

Reclassifications. Certain amounts in the prior years’ financial statements have been reclassified to conform to the current year’s presentation. For the three and six months ended July 4, 2009, general and administrative expenses of $674,000 and $1,197,000 were reclassified to selling and marketing expenses. For the three and six months ended July 4, 2009, general and administrative expenses of $334,000 and $680,000 were reclassified to research and development expenses. These reclassifications were made to better reflect costs as they relate to their functional areas. In addition, a write-off of an equity investment in an international technology company in the amount of $767,000 for the three and six months ended July 4, 2009 that was previously presented netted against asset impairment charges was reclassified to investment income in order to be consistent with the 2009 year end presentation. Prior period amounts will differ in the above categories from amounts previously reported.

Note 2 – Fair Value Measurements

Financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Zebra uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in the assessment of fair value.

Included in our investment portfolio are three auction rate security instruments. These instruments are classified as available-for-sale securities and are reflected at fair value. Due to events in credit markets, however, the auction events for the instruments held by Zebra as of July 3, 2010, are failed. Therefore, the fair values of these securities are estimated utilizing broker quotations, discounted cash flow analysis or other types of valuation adjustment methodologies at July 3, 2010. These analyses consider, among other items, the collateral underlying the security instruments, the creditworthiness of the counterparty, the timing of expected future cash flows, estimates of the next time the security is expected to have a successful auction, and Zebra’s intent and ability to hold such securities until credit markets improve. These securities

were also compared, when possible, to other securities with similar characteristics. In June 2010, one of the four auction rate securities held at the end of last quarter was called by the issuer. Zebra received proceeds in the amount of $1,650,000 and adjusted other comprehensive income by $200,000. See Level 3 table below for more details.

Of the three auction rate security instruments still held, Zebra deemed one to be other than temporarily impaired and recorded the market value decline in 2008. The decline in the market value of the other securities is considered temporary and has been recorded in accumulated other comprehensive income (loss) on Zebra’s balance sheet. Since Zebra has the intent and ability to hold these securities until they are sold at auction, redeemed at carrying value or reach maturity, we have classified them as long-term investments on the balance sheet.

Financial assets and liabilities carried at fair value as of July 3, 2010, are classified below (in thousands):


	Level 1		Level 2		Level 3		Total
Assets:
U.S. government and agency securities	$	19,811	$	—	$	—	$	19,811
Obligations of government-sponsored enterprises (1)		8,133		—		—		8,133
State and municipal bonds		163,241		—		2,683		165,924
Corporate securities		15,636		—		2,914		18,550
Other investments		36		—		—		36

Investments subtotal		206,857		—		5,597		212,454
Forward contracts (2)		4,279		1,868		—		6,147
Money market investments related to the deferred compensation plan		2,894		—		—		2,894

Total assets at fair value	$	214,030	$	1,868	$	5,597	$	221,495


Liabilities:
Liabilities related to the deferred compensation plan	$	2,894	$	—	$	—	$	2,894

Total liabilities at fair value	$	2,894	$	—	$	—	$	2,894

Financial assets and liabilities carried at fair value as of December 31, 2009, are classified below (in thousands):


	Level 1		Level 2		Level 3		Total
Assets:
U.S. government and agency securities	$	12,811	$	—	$	—	$	12,811
Obligations of government-sponsored enterprises (1)		10,666		—		—		10,666
State and municipal bonds		161,839		—		4,133		165,972
Corporate securities		13,654		—		2,914		16,568
Other investments		36		—		—		36

Investments subtotal		199,006		—		7,047		206,053
Forward contracts (2)		851		—		—		851
Money market investments related to the deferred compensation plan		3,155		—		—		3,155

Total assets at fair value	$	203,012	$	—	$	7,047	$	210,059


Liabilities:
Liabilities related to the deferred compensation plan	$	3,155	$	—	$	—	$	3,155

Total liabilities at fair value	$	3,155	$	—	$	—	$	3,155

(1)	Includes investments in notes issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Bank.

(2)	The fair value of forward contracts are calculated as follows:

Fair value of forward collar contract associated with forecasted sales hedges are calculated using the midpoint of ask and bid rates for similar contracts.

Fair value of regular forward contracts associated with forecasted sales hedges are calculated using the period-end exchange rate adjusted for the discount rate (3 month LIBOR rate).

Fair value of balance sheet hedges are calculated at the period end exchange rate adjusted for current forward points unless the hedge has been traded but not settled at period end. If this is the case, the fair value is calculated at the rate at which the hedge is being settled.

The following table presents Zebra’s activity for assets measured at fair value on a recurring basis using significant unobservable inputs, Level 3, for the three month periods (in thousands):


	Six Months Ended
	July 3, 2010			July 4, 2009
Balance at beginning of the year	$	7,047		$	7,047
Transfers to Level 3		—			—
Total losses (realized or unrealized):
Included in earnings		—			—
Included in other comprehensive income (loss)		200			—
Purchases and settlements (net)		(1,650	)		—

Balance at end of period	$	5,597		$	7,047

Total gains and (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets still held at end of period	$	—		$	—

The following is a summary of short-term and long-term investments at July 3, 2010 and December 31, 2009 (in thousands):


	As of July 3, 2010
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. government and agency securities	$	19,731	$	116	$	(36	)	$	19,811
Obligations of government-sponsored enterprises		8,010		123		—			8,133
State and municipal bonds		165,553		737		(366	)		165,924
Corporate securities		18,740		231		(421	)		18,550
Other investments		36		—		—			36

Total investments	$	212,070	$	1,207	$	(823	)	$	212,454


	As of December 31, 2009
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. government and agency securities	$	12,931	$	45	$	(165	)	$	12,811
Obligations of government-sponsored enterprises		10,589		82		(5	)		10,666
State and municipal bonds		165,366		1,177		(571	)		165,972
Corporate securities		16,680		306		(418	)		16,568
Other investments		36		—		—			36

Total investments	$	205,602	$	1,610	$	(1,159	)	$	206,053

The maturity dates of investments are as follows (in thousands):


	As of July 3, 2010
	Amortized Cost		Estimated Fair Value
Less than 1 year		136,590		136,414
1 to 5 years		71,144		71,994
6 to 10 years		1,336		1,364
Thereafter		3,000		2,682

Total	$	212,070	$	212,454

The carrying value for Zebra’s financial instruments classified as current assets (other than short-term investments) and current liabilities approximate fair value due to short maturities.

Note 3 – Investments and Marketable Securities

We classify our investments in marketable debt securities as available-for-sale. As of July 3, 2010, all of our investments in marketable debt securities with maturities greater than one year are classified as long-term investments on the balance sheet due to our ability and intent to hold them until maturity.

Changes in the market value of available-for-sale securities are reflected in the accumulated other comprehensive income caption of stockholders’ equity in the balance sheet, until we dispose of the securities. Once these securities are disposed of, either by sale or maturity, the accumulated changes in market value are transferred to investment income. On the cash flow statements, changes in the balances of available-for-sale securities are shown as purchases, sales and maturities of investments and marketable securities under investing activities.

Changes in market value of trading securities would be recorded in investment income as they occur, and the related cash flow statement would include changes in the balances of trading securities as operating cash flows.

Change in unrealized gains and losses on available-for-sale securities are included in these financial statements as follows (in thousands):


	Three Months Ended					Six Months Ended
	July 3, 2010		July 4, 2009			July 3, 2010			July 4, 2009
Changes in unrealized gains and losses on available-for-sale securities, net of tax, recorded in accumulated other comprehensive income	$	204	$	(62	)	$	(42	)	$	525

Note 4 – Inventories

The components of inventories are as follows (in thousands):


	As of
	July 3, 2010			December 31, 2009
Raw material	$	31,181		$	27,953
Work in process		262			162
Deferred costs of long-term contracts		1,112			1,937
Finished goods		62,370			58,928

Total inventories, gross		94,925			88,980
Inventory reserves		(9,915	)		(9,054	)

Total inventories, net	$	85,010		$	79,926

Note 5 – Goodwill and Other Intangible Assets

Intangible asset data are as follows (in thousands):


	July 3, 2010					December 31, 2009
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets
Current technology	$	31,708	$	(18,818	)	$	32,038	$	(17,071	)
Patent and patent rights		15,297		(7,938	)		13,663		(6,774	)
Customer relationships		44,561		(12,213	)		44,822		(10,696	)

Total	$	91,566	$	(38,969	)	$	90,523	$	(34,541	)

Aggregate amortization expense
For the year ended December 31, 2009						$	10,466
For the six months ended July 3, 2010	$	4,703

	As of July 3, 2010
Estimated amortization expense
For the year ended December 31, 2010	$	9,360
For the year ended December 31, 2011		9,205
For the year ended December 31, 2012		8,551
For the year ended December 31, 2013		7,202
For the year ended December 31, 2014		3,986
Thereafter		18,996

Total	$	57,300


Goodwill	July 3, 2010			December 31, 2009
Goodwill at gross cost	$	265,799		$	265,799
Impairment charges		(112,184	)		(112,184	)
Foreign exchange impact		(2,607	)		(390	)

Goodwill	$	151,008		$	153,225

During the second quarter of 2010, Zebra entered into an agreement with an international technology provider to acquire patents and patent rights related to card printer solutions technology. The agreement requires total consideration in the amount of € 2,400,000. Zebra has paid € 1,350,000 or $1,634,000 in accordance with the agreement through the end of June 2010, and has an obligation to pay an additional € 1,050,000 in the third quarter upon completion of the agreement. This agreement provides Zebra with a new distribution partner and enhanced technology solutions and software.

Certain of our intangible assets including goodwill are denominated in foreign currency and, as such, include the effects of foreign currency translation.

We test goodwill for impairment on an annual basis or more frequently if we believe indicators of impairment exist. Factors considered that may trigger an impairment review consist of:

•

Significant underperformance relative to historical or projected future operating results,

•

Significant changes in the manner of use of the acquired assets or the strategy for the overall business,

•

Significant negative industry or economic trends,

•

Significant decline in Zebra’s stock price for a sustained period, and

•

Significant decline in market capitalization relative to net book value.

the fair value of our reporting units using three valuation methods: Income Approach – Discounted Cash Flow Analysis, Market Approach – Guideline Public Company Method and Market Approach – Comparative Transactions Method. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.

We performed our annual impairment test in June 2010 and determined that our goodwill was not impaired as of the end of May 2010.

Note 6 – Costs Associated with Exit or Disposal Activities

In 2008, we announced plans to establish regional distribution and configuration centers, consolidate our supplier base, and transfer final assembly of thermal printers to Jabil Circuit, Inc., a global third-party electronics manufacturer. These actions are intended to optimize our global printer product supply chain by improving responsiveness to customer needs and increasing Zebra’s flexibility to meet emerging business opportunities. As a result, substantially all printer manufacturing in our Vernon Hills, Illinois, and Camarillo, California, facilities has been transferred to Jabil’s facility in Guangzhou, China.

As of July 3, 2010, we have incurred and expect to incur the following exit costs (in thousands):


Type of Cost	Cost incurred through December 31, 2009		Costs incurred for the six months ended July 3, 2010		Total costs incurred as of July 3, 2010		Additional costs expected to be incurred		Total costs expected to be incurred
Severance, stay bonuses, and other employee-related expenses	$	7,633	$	103	$	7,736	$	0	$	7,736
Professional services		5,915		115		6,030		0		6,030
Relocation and transition costs		8,802		1,959		10,761		0		10,761
Other exit costs		30		215		245		0		245

Total	$	22,380	$	2,392	$	24,772	$	0	$	24,772

For the six months ended July 3, 2010, we have incurred the following exit costs by segment (in thousands):


Type of Cost	Specialty Printing Group (SPG) costs		Zebra Enterprise Solutions (ZES) costs		Total costs incurred for the six months ended July 3, 2010
Severance, stay bonuses, and other employee-related expenses	$	94	$	9	$	103
Professional services		110		5		115
Relocation and transition costs		1,959		0		1,959
Other exit costs		0		215		215

Total	$	2,163	$	229	$	2,392

For the six month period ended July 4, 2009, we incurred exit, restructuring and integration costs of $1,680,000 for severance (severance, stay bonuses and other employee-related expenses), $133,000 for professional services, $2,469,000 for relocation and transition costs, and $3,000 for other, which totaled $4,285,000. Also included in the line item exit, restructuring and integration costs for 2009 are expenses related to an integration project to combine our acquisitions of WhereNet Corp., proveo AG, Navis Holdings, LLC, and Multispectral Solutions, Inc., to form our ZES segment. Zebra did not incur expenses related to integrating ZES for the six month period ended July 3, 2010 and incurred $1,655,000 for the six month period ended July 4, 2009.

Liabilities and expenses related to exit activities were as follows (in thousands):


	Six Months Ended
	July 3, 2010			July 4, 2009
Balance at beginning of period	$	3,038		$	6,378
Charged to earnings		2,392			4,285
Cash paid		(3,060	)		(6,874	)

Balance at the end of period	$	2,370		$	3,789

Liabilities related to exit activities are included in the accrued liabilities line item on the balance sheet. All current exit costs are included in operating expenses under the line item exit, restructuring and integration costs.

Note 7 – Derivative Instruments

In the normal course of business, portions of our operations are subject to fluctuations in currency values. We manage these risks using derivative financial instruments. We conduct business on a multinational basis in a wide variety of foreign currencies. Our exposure to market risk for changes in foreign currency exchange rates arises from international financing activities between subsidiaries, foreign currency denominated monetary assets and liabilities and transactions arising from international trade. Our objective is to preserve the economic value of non-functional currency denominated cash flows. We attempt to hedge transaction exposures with natural offsets to the fullest extent possible and, once these opportunities have been exhausted, through foreign exchange forward and option contracts with third parties.

Credit and market risk

Financial instruments, including derivatives, expose us to counter party credit risk for nonperformance and to market risk related to interest and currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. Our counterparties in derivative transactions are commercial banks with significant experience using derivative instruments. We monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest rates and currency exchange rates and restrict the use of derivative financial instruments to hedging activities.

We continually monitor the creditworthiness of our customers to which we grant credit terms in the normal course of business. The terms and conditions of our credit sales are designed to mitigate or eliminate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers.

Fair Value of Derivative Instruments

Zebra has determined that derivative instruments for hedges that have traded are considered Level 1 in the fair value hierarchy, and hedges that have not settled are considered Level 2 in the fair value hierarchy. Derivative instruments are used to manage risk and are not used for trading or other speculative purposes, nor do we use leveraged derivative financial instruments. Our foreign currency exchange contracts are valued using broker quotations or market transactions, in either the listed or over-the-counter markets.

Hedging of Net Assets

We use forward contracts and options to manage exposure related to our pound and euro-denominated net assets. Forward contracts typically mature within three months after execution of the contracts. We record gains and losses on these contracts and options in income each quarter along with the transaction gains and losses related to our net asset positions, which would ordinarily offset each other. Summary financial information related to these activities included in our consolidated statement of earnings as other income (expense) is as follows (in thousands):


	Three Months Ended						Six Months Ended
	July 3,			July 4,			July 3,			July 4,
	2010			2009			2010			2009
Change in gains (losses) from foreign exchange derivatives	$	5,159		$	(2,451	)	$	9,072		$	801
Gain (loss) on net foreign currency assets		(4,798	)		2,320			(8,512	)		(2,216	)

Foreign exchange gain (loss)	$	361		$	(131	)	$	560		$	(1,415	)


	As of
	July 3, 2010		December 31, 2009
Notional balance of outstanding contracts:
Pound/US dollar	£	7,960	£	7,500
Euro/US dollar	€	39,786	€	37,000
Net fair value of outstanding contracts	$	939	$	(6	)

Summary financial information related to the cash flow hedges is as follows (in thousands):


	As of
	July 3, 2010		December 31, 2009
Net unrealized gains (losses) deferred in other comprehensive income:
Gross	$	207	$	31
Income tax benefit		78		12

Net	$	129	$	19

Hedging of Anticipated Sales

We can manage the exchange rate risk of anticipated euro-denominated sales using purchased options, forward contracts, participating forwards and option collars. We designate these contracts as cash flow hedges which mature within twelve months after the execution of the contracts. Gains and losses on these contracts are deferred in other comprehensive income until the contracts are settled and the hedged sales are realized, the deferred gains or losses will then be reported as an increase or decrease to sales. Summary financial information related to the cash flow hedges of future revenues follows (in thousands, except percentages):


	As of
	July 3, 2010			December 31, 2009
Notional balance of outstanding contracts versus the dollar	€	26,325		€	—
Hedge effectiveness		100	%		—


	Three Months Ended					Six Months Ended
	July 3, 2010		July 4, 2009			July 3, 2010		July 4, 2009
Net gains and (losses) included in revenue	$	—	$	(17	)	$	—	$	1,353

Forward contracts

We record our forward contracts at fair value on our consolidated balance sheet as either other assets or other liabilities depending upon the fair value calculation as detailed in Note 2 of Zebra’s financial statements. The amounts recorded on our consolidated balance sheet are as follows (in thousands):


	As of
	July 3, 2010		December 31, 2009
Assets:
Other assets	$	6,147	$	851

Total	$	6,147	$	851

Liabilities:
Other liabilities	$	—	$	—

Total	$	—	$	—

Note 8 – Warranty

In general, Zebra provides warranty coverage of one year on SPG printers against defects in material and workmanship. SPG printheads are warranted for nine months and batteries are warranted for twelve months. Warranty coverage for most ZES hardware products is similar, with coverage periods ranging from 90 days to one year depending on the nature of the product. Battery based products, such as location tags, are covered by a 30 day warranty. For ZES software products, the warranty period is generally 90 days and provides coverage against defects in material and workmanship as well as performance materially in compliance with the accompanying documentation. A provision for warranty expense is recorded at the time of shipment and adjusted quarterly based on historical warranty experience.

The following table is a summary of Zebra’s accrued warranty obligation (in thousands):


	Six Months Ended
	July 3, 2010			July 4, 2009
Balance at the beginning of the year	$	3,813		$	2,814
Warranty expense		2,594			1,937
Warranty payments		(2,667	)		(1,932	)

Balance at the end of the period	$	3,740		$	2,819

In the European Union, we have an obligation to recycle printers. We reserve for this obligation based on the number of new printers sold after August 13, 2005, and printers sold prior to that date that are returned to us upon our sale of a new printer to a customer. The following is a summary of Zebra’s accrued recycling obligation (in thousands):


	Six Months Ended
	July 3, 2010			July 4, 2009
Balance at the beginning of the year	$	1,001		$	1,207
Recycling expense		(43	)		(496	)
Recycling payments		—			—
Other adjustments		7			164

Balance at the end of the period	$	965		$	875

Note 9 – Contingencies

We are subject to a variety of investigations, claims, suits and other legal proceedings that arise from time to time in the ordinary course of business, including but not limited to, intellectual property, employment, tort and breach of contract matters. We currently believe that the outcomes of such proceedings, individually and in the aggregate, will not have a material adverse impact on our business, cash flows, financial position, or results of operations. Any legal proceedings are subject to inherent uncertainties, and management’s view of these matters and their potential effects may change in the future.

Note 10 – Changes to Benefit Programs

Zebra has a Retirement Savings and Investment Plan (401(k) Plan), which is intended to qualify under Section 401(k) of the Internal Revenue Code. During the first quarter of 2009, Zebra announced changes to its 401(k) Plan, profit sharing plan and stock purchase plan. Qualified employees may participate in Zebra’s 401(k) Plan by contributing up to 15% of their gross earnings to the plan subject to certain Internal Revenue Service restrictions. Effective March 1, 2009, Zebra reduced the company match to each participant’s contribution from 6% of gross eligible earnings at the rate of 50%, to 3% of gross eligible earnings at the rate of 50%. Effective January 1, 2010, Zebra increased the company match to each participant’s contribution to a total of 4%. Zebra will match 100% of the first 2% of gross eligible earnings, and also match the next 4% of gross eligible earnings at the rate of 50%. Zebra may contribute additional amounts to its 401(k) Plan at the discretion of the Board of Directors, subject to certain legal limits.

Zebra also has a discretionary profit-sharing plan for qualified employees, to which it contributes a percentage of eligible payroll each year. Zebra announced that it will suspend any contributions to the profit sharing plan for the 2009 plan year and plan years going forward. Participants are not permitted to make contributions under the discretionary profit-sharing plan.

Note 11 – Stockholders’ Equity

Share count and par value data related to stockholders’ equity are as follows:


	July 3, 2010		December 31, 2009
Preferred Stock
Par value per share	$	0.01	$	0.01
Shares authorized		10,000,000		10,000,000
Shares outstanding		—		—
Common Stock – Class A
Par value per share	$	0.01	$	0.01
Shares authorized		150,000,000		150,000,000
Shares issued		72,151,857		72,151,857
Shares outstanding		57,195,930		58,318,983
Treasury stock
Shares held		14,955,927		13,832,874

During the six-month period ended July 3, 2010, Zebra purchased 1,684,537 shares of common stock for $46,767,000 under board authorized share repurchase plans compared to the six-month period ended July 4, 2009, in which Zebra purchased 2,252,780 shares of common stock for $41,600,000.

Zebra issued 205,961 treasury shares of common stock upon exercise of stock options and purchases under the stock purchase plan during the first six months of 2010. Zebra also issued from treasury shares 375,279 shares of common stock under restricted stock awards during the first six months of 2010. During the first six months of 2009, Zebra issued 141,959 treasury shares of common stock upon the exercise of stock options and purchases under the stock purchase plan and issued 385,182 shares of common stock from treasury shares under restricted stock awards.

Note 12 – Earnings Per Share

Earnings per share were computed as follows (in thousands, except per share amounts):


	Three Months Ended				Six Months Ended
	July 3, 2010		July 4, 2009		July 3, 2010		July 4, 2009
Basic earnings per share:
Net income	$	22,677	$	9,011	$	47,410	$	18,363

Weighted average common shares outstanding		57,489		59,271		57,756		59,821

Per share amount	$	0.39	$	0.15	$	0.82	$	0.31

Diluted earnings per share:
Net income	$	22,677	$	9,011	$	47,410	$	18,363

Weighted average common shares outstanding		57,489		59,271		57,756		59,821
Add: Effect of dilutive securities – stock options		248		81		247		75

Diluted weighted average and equivalent shares outstanding		57,737		59,352		58,003		59,896

Per share amount	$	0.39	$	0.15	$	0.82	$	0.31

Potentially dilutive securities that were excluded from the earnings per share calculation consist of options with an exercise price greater than the average market closing price of the Class A common stock as of July 3, 2010. These options were as follows:


	Three Months Ended		Six Months Ended
	July 3, 2010	July 4, 2009	July 3, 2010	July 4, 2009
Potentially dilutive shares	1,928,000	2,773,000	1,908,000	2,831,000

Note 13 – Equity-Based Compensation

Zebra has an equity-based compensation plan and a stock purchase plan available for future grants. Zebra recognizes compensation costs using the straight-line method over the vesting period of 1 month to 5 years.

The compensation expense and the related tax benefit for equity-based payments were included in the Consolidated Statement of Earnings as follows (in thousands):


	Three Months Ended				Six Months Ended
	July 3, 2010		July 4, 2009		July 3, 2010		July 4, 2009
Cost of sales	$	322	$	305	$	571	$	586
Selling and marketing		539		362		850		779
Research and development		449		272		806		823
General and administrative		1,614		1,480		2,928		3,398

Total compensation		2,924		2,419		5,155		5,586

Income tax benefit	$	1,008	$	774	$	1,778	$	1,788

Cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized (excess tax benefits) are classified as financing cash flows in the statement of cash flows. The tax benefits classified as financing cash flows for the six months ended July 3, 2010 was $16,000 and for the six months ended July 4, 2009, was less than $1,000.

The fair value of equity-based compensation is estimated on the date of grant using a binomial model. Volatility is based on an average of the implied volatility in the open market and the annualized volatility of Zebra stock prices over our entire stock history. Stock option grants in the table below include both stock options, all of which were non-qualified, and stock appreciation rights (SAR) that will be settled in Zebra stock. The following table shows the weighted-average assumptions used for grants of stock options and SARs as well as the fair value of the grants based on those assumptions:


	Six Months Ended
	July 3, 2010			July 4, 2009
Expected dividend yield		0	%		0	%
Forfeiture rate		9.78	%		9.92	%
Volatility		39.50	%		43.08	%
Risk free interest rate		2.26	%		2.23	%
– Range of interest rates		0.06% - 3.41	%		0.15% - 3.29	%
Expected weighted-average life		5.36 years			5.23 years
Fair value of options and SARs granted	$	6,527,000		$	5,613,000
Weighted-average grant date fair value of options and SARs granted	$	10.65		$	7.94

SAR activity was as follows:


	Six Months Ended July 3, 2010
				Weighted-Average
SARs	Shares			Exercise Price
Outstanding at beginning of year		684,058		$	19.97
Granted		612,681			27.82
Exercised		(6,424	)		19.56
Forfeited		(20,086	)		21.40
Expired		(273	)		19.56

Outstanding at end of period		1,269,956		$	23.74

Exercisable at end of period		164,481		$	19.81

Intrinsic value of exercised SARs	$	54,000

For the three months ended July 3, 2010, equity granted above includes SARs with respect to 612,681 shares of Zebra common stock.

The terms of the SARs are established under the 2006 Zebra Technologies Corporation Incentive Compensation Plan (the 2006 Plan) and the applicable SAR agreement. Once vested, a SAR entitles the holder to receive a payment equal to the difference between the per-share base price of the SAR and the fair market value of a share of Zebra stock on the date the SAR is exercised, multiplied by the number of SAR’s exercised. Exercised SARs are settled in whole shares of Zebra stock, and any fraction of a share is settled in cash. The SARs granted during the first six months of 2010 vest annually in four equal amounts on each of the first four anniversaries of the grant date and expire 10 years after the grant date.

The following table summarizes information about SARs outstanding at July 3, 2010:


	Outstanding				Exercisable
Range of Exercise Prices	Number of Shares	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price		Number of Shares	Weighted-Average Exercise Price
$ 19.56-$19.56	603,077	8.84 years	$	19.56	146,481	$	19.56
$ 19.57-$27.50	75,686	9.30 years		24.84	18,000		21.83
$ 27.51-$27.82	574,069	9.84 years		27.82	0		0.00
$ 27.83-$29.06	11,647	9.72 years		28.57	0		0.00
$ 29.07-$30.08	5,477	9.70 years		30.08	0		0.00

	1,269,956				164,481


	Outstanding		Exercisable
Aggregate intrinsic value	$	3,128,000	$	798,000
Weighted-average remaining contractual term		9.3 years		8.8 years

Stock option activity was as follows:


	Six Months Ended July 3, 2010
Options	Shares			Weighted-Average Exercise Price
Outstanding at beginning of year		2,767,887		$	35.98
Granted		0			0.00
Exercised		(147,472	)		25.33
Forfeited		(47,667	)		34.16
Expired		(59,900	)		35.35

Outstanding at end of period		2,512,848		$	36.62

Exercisable at end of period		1,985,825		$	36.60

Intrinsic value of exercised options	$	570,000

The following table summarizes information about stock options outstanding at July 3, 2010:


	Outstanding				Exercisable
Range of Exercise Prices	Number of Shares	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price		Number of Shares	Weighted-Average Exercise Price
$ 1.29-$25.23	601,901	2.93 years	$	21.01	554,376	$	21.12
$ 25.24-$36.49	588,426	6.90 years		35.60	336,354		35.35
$ 36.50-$42.28	528,043	6.80 years		40.33	354,285		40.41
$ 42.29-$46.18	465,694	5.18 years		44.90	412,026		45.02
$ 46.19-$53.92	328,784	4.11 years		49.33	328,784		49.33

	2,512,848				1,985,825


	Outstanding		Exercisable
Aggregate intrinsic value	$	2,296,000	$	2,065,000
Weighted-average remaining contractual term		5.2 years		4.7 years

Restricted stock award activity, granted under the 2006 Plan, for the period ended July 3, 2010, was as follows:


	Six Months Ended July 3, 2010
Restricted Stock Awards	Shares		Weighted-Average Grant Date Fair Value
Outstanding at beginning of year	507,984		$	23.90
Granted	375,279			27.84
Released	(15,441	)		29.86
Forfeited	(14,627	)		25.88

Outstanding at end of period	853,195		$	25.49

As of July 3, 2010, there was $25,495,000 of unearned compensation cost related to awards granted under Zebra’s equity-based compensation plans, which is expected to be recognized over a weighted-average period of 2.8 years.

The fair value of the purchase rights of all Zebra employees issued under the stock purchase plan is estimated using the following weighted-average assumptions for purchase rights granted. Expected lives of three months to one year have been used along with these assumptions.


	Six Months Ended
	July 3, 2010			July 4, 2009
Fair market value	$	26.79		$	19.52
Option price	$	25.45		$	17.41
Expected dividend yield		0	%		0	%
Expected volatility		26	%		41	%
Risk free interest rate		0.11	%		0.15	%

Note 14 – Income Taxes

Zebra has identified, evaluated, and measured the amount of income tax benefits to be recognized for all of our income tax positions. Included in deferred tax assets are amounts related to federal and state net operating losses that resulted from our acquisition of WhereNet Corp. Zebra’s intention is to utilize these net operating loss carryforwards to offset future income taxes paid.

Zebra has concluded all U.S. federal income tax audits for years through 2006. The tax years 2005 through 2009 remain open to examination by multiple state taxing jurisdictions. Tax authorities in the United Kingdom have completed income tax audits for tax years through 2006.

Zebra’s continuing practice is to recognize interest and/or penalties related to income tax matters as part of income tax expense. For the three month periods ended July 3, 2010 and July 4, 2009, we did not accrue any interest or penalties into income tax expense.

The effective income tax rate for the second quarter of 2010 was 32.0% compared with 32.0% for the second quarter of 2009. The effective income tax rate for the first six months of 2010 was 27.9% compared to 32.0% for the first six months of 2009. Zebra’s effective tax rate for the first quarter of 2010 included a $2,764,000 reduction of federal taxes related to prior years’ adjustments for intercompany profit in ending inventory which reduced our effective rate for the first six months of 2010 by 4.2%.

Note 15 – Other Comprehensive Income

Stockholders’ equity includes certain items classified as accumulated other comprehensive income, including:

•

Foreign currency translation adjustment relates to our non-U.S. subsidiary companies that have designated a functional currency other than the U.S. dollar. We are required to translate the subsidiary functional currency financial statements to dollars using a combination of historical, period-end, and average foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of other comprehensive income.

•

Unrealized gains (losses) on foreign currency hedging activities relate to derivative instruments used to hedge the currency exchange rates for forecasted euro sales. These hedges are designated as cash flow hedges, and we have deferred income statement recognition of gains and losses until the hedged transaction occurs. See Note 7 for more details.

•

Unrealized gains (losses) on investments classified as available-for-sale are deferred from income statement recognition until the gains or losses are realized. See Note 3 for more details.

The Consolidated Statements of Comprehensive Income are as follows (in thousands):


	Three Months Ended						Six Months Ended
	July 3, 2010			July 4, 2009			July 3, 2010			July 4, 2009
Net income	$	22,677		$	9,011		$	47,410		$	18,363
Other comprehensive income (loss):
Foreign currency translation adjustment		(967	)		6,373			(1,410	)		4,792
Changes in unrealized gains (losses) on hedging transactions, net of tax		129			(417	)		129			(409	)
Changes in unrealized gains (losses) on investments, net of tax		204			(62	)		(42	)		525

Comprehensive income	$	22,043		$	14,905		$	46,087		$	23,271

The components of other comprehensive income gross and net of income tax are as follows (in thousands):


	Three Months Ended					Six Months Ended
	July 3, 2010		July 4, 2009			July 3, 2010			July 4, 2009
Changes in unrealized gains and losses on foreign currency hedging activities:
Gross	$	207	$	(669	)	$	207		$	(656	)
Income tax (benefit)		78		(252	)		78			(247	)

Net	$	129	$	(417	)	$	129		$	(409	)

Changes in unrealized gains and losses on investments classified as available-for-sale:
Gross	$	327	$	(99	)	$	(68	)	$	842
Income tax (benefit)		123		(37	)		(26	)		317

Net	$	204	$	(62	)	$	(42	)	$	525

The components of accumulated other comprehensive income (loss) included in the Consolidated Balance Sheets are as follows (in thousands):


	As of
	July 3, 2010			December 31, 2009
Foreign currency translation adjustments	$	(9,752	)	$	(8,342	)

Unrealized gains and (losses) on hedging transactions:
Gross	$	206		$	(1	)
Income tax (benefit)		78			—

Net	$	128		$	(1	)

Unrealized gains and (losses) on investments classified as available-for-sale:
Gross	$	384		$	452
Income tax (benefit)		144			170

Net	$	240		$	282

Note 16 – Segment Information

Zebra has two reportable segments: Specialty Printing Group (SPG) and Zebra Enterprise Solutions (ZES).

SPG includes direct thermal and thermal transfer label and receipt printers, passive radio frequency identification (RFID) printer/encoders and dye sublimation card printers. Also included in this group is a comprehensive range of specialty supplies consisting of self-adhesive labels, thermal transfer ribbons, thermal printheads, batteries and other accessories, including software for label design and printer network management.

ZES has evolved since the beginning of 2007 with the acquisitions of WhereNet Corp., proveo AG, Navis Holdings, LLC and Multispectral Solutions, Inc. The solutions that these companies provide are generally sold on a contract basis and are typically installed over several quarters. These contracts cover a range of services, including design, installation and ongoing maintenance services.

Segment information is as follows (in thousands):


	Three Months Ended						Six Months Ended
	July 3, 2010			July 4, 2009			July 3, 2010			July 4, 2009
Net sales:
SPG Tangible products	$	203,887		$	159,016		$	403,088		$	321,513
SPG Service & software		9,239			8,893			17,966			17,164

SPG Net Sales		213,126			167,909			421,054			338,677

ZES Tangible products		4,432			2,912			7,315			7,098
ZES Service & software		18,177			16,855			33,797			34,510

ZES Net Sales		22,609			19,767			41,112			41,608

Total	$	235,735		$	187,676		$	462,166		$	380,285


Operating profit (loss):
SPG	$	52,929		$	30,088		$	107,373		$	64,087
ZES		(3,853	)		(3,568	)		(9,263	)		(6,927	)
Corporate and other		(16,235	)		(13,368	)		(33,549	)		(29,834	)

Total	$	32,841		$	13,152		$	64,561		$	27,326



	As of
	July 3, 2010		December 31, 2009
Identifiable assets:
SPG	$	344,518	$	336,428
ZES		183,018		185,495
Corporate and other		314,419		308,556

Total	$	841,955	$	830,479

Zebra records its federal and state deferred tax assets and liabilities in corporate and other as reflected above. Intersegment sales are not significant. Corporate and other includes corporate administration costs or assets that support both reporting segments.

Note 17 – New Accounting Pronouncements

In October 2009, the FASB issued update 2009-13, ASC 605, Revenue Recognition: Multiple –Deliverable Revenue Arrangements-a consensus of the FASB Emerging Issues Task Force. The revised guidance provides for two significant changes to existing multiple element arrangement guidance. The first relates to the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units of accounting. This change is significant as it may result in the requirement to separate more deliverables within an arrangement, ultimately leading to less revenue deferral. The second change modifies the manner in which the transaction consideration is allocated across the separately identifiable deliverables. These changes may result in earlier recognition of revenue for multiple-element arrangements than under previous guidance. This standard is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We have not yet determined the effect of this standard upon our consolidated financial statements.

In October 2009, the FASB issued update 2009-14, ASC 985, Software: Certain Revenue Arrangements That Include Software Elements – a consensus of the FASB Emerging Issues Task Force. This updated guidance is expected to

significantly affect how entities account for revenue arrangements that contain both hardware and software elements. This standard is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We have not yet determined the effect of this standard upon our consolidated financial statements.

In January 2010, the FASB issued update 2010-06, ASC 820, Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements. This updated guidance requires new disclosures related to transfers in and out of Levels 1 and 2. The standard also provides guidance on the disclosures related to Level 3 activities. In addition, existing disclosures related to disaggregation levels and disclosures about inputs and valuation techniques are clarified. This standard is effective for interim and annual periods beginning after December 15, 2009. This standard did not have a material effect upon our consolidated financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations: Second Quarter of 2010 versus Second Quarter of 2009

Consolidated Results of Operations

(Amounts in thousands, except percentages):


	Three Months Ended
	July 3, 2010		July 4, 2009		Percent Change	Percent of Net Sales - 2010	Percent of Net Sales - 2009
Net Sales
Tangible products	$	208,319	$	161,928	28.6	88.4	86.3
Service & software		27,416		25,748	6.5	11.6	13.7

Total net sales		235,735		187,676	25.6	100.0	100.0
Cost of Sales
Tangible products		114,663		96,576	18.7	48.6	51.5
Service & software		9,893		9,364	5.6	4.2	4.9

Total cost of sales		124,556		105,940	17.6	52.8	56.4

Gross profit		111,179		81,736	36.0	47.2	43.6
Operating expenses		78,338		68,584	14.2	33.2	36.5

Operating income		32,841		13,152	149.7	14.0	7.1
Other income (expense)		508		97	423.7	0.1	0.1

Income before income taxes		33,349		13,249	151.7	14.1	7.0
Income taxes		10,672		4,238	151.8	4.5	2.2

Net income	$	22,677	$	9,011	151.6	9.6	4.8

Diluted earnings per share	$	0.39	$	0.15

Consolidated Results of Operations – Second quarter

Sales

Net sales for the second quarter of 2010 compared with the 2009 quarter increased 25.6% due to a broad-based increase in demand for Zebra products, driven by global economic recovery. This was the second consecutive quarter of strong year-over-year growth. The increase in sales was largely attributable to 30.7% growth in hardware sales (including all printer categories and aftermarket parts). Supplies sales increased 22.4% from greater shipments of labels and thermal ribbons. Printer unit volume increased 32.0% for the second quarter of 2010 compared to levels in 2009.

Sales by product category were as follows (amounts in thousands, except percentages):


	Three Months Ended
Product Category	July 3, 2010		July 4, 2009		Percent Change	Percent of Net Sales - 2010	Percent of Net Sales - 2009
Hardware	$	163,479	$	125,075	30.7	69.3	66.7
Supplies		43,573		35,588	22.4	18.5	19.0
Service and software		27,416		25,748	6.5	11.6	13.7
Shipping and handling		1,267		1,265	0.2	0.6	0.6

Total net sales	$	235,735	$	187,676	25.6	100.0	100.0

Sales increased in all geographic territories due primarily to the global economic recovery. The sales growth on a percentage basis was greatest in Latin America and Asia Pacific because of higher rates of economic growth in those regions. Movements in foreign exchange rates decreased sales by $5,030,000 in the Europe, Middle East and Africa regions for the quarter due principally to a weaker euro against the dollar.

Sales to customers by geographic region were as follows (in thousands, except percentages):


	Three Months Ended
Geographic Region	July 3, 2010		July 4, 2009		Percent Change	Percent of Net Sales - 2010	Percent of Net Sales - 2009
Europe, Middle East and Africa	$	80,774	$	69,708	15.9	34.3	37.1
Latin America		20,734		14,341	44.6	8.8	7.6
Asia-Pacific		28,538		19,839	43.8	12.1	10.5

Total International		130,046		103,888	25.2	55.2	55.2
North America		105,689		83,788	26.1	44.8	44.8

Total net sales	$	235,735	$	187,676	25.6	100.0	100.0

Gross Profit

Gross profit increased 36% due to higher volumes and an improved product mix, with increased sales in high-performance and mid-range table top printers, partially offset by $5,224,000 in higher freight costs in 2010. As a percentage of sales, gross margin improved from 43.6% to 47.2%. The benefit of outsourcing printer production to a third party and continued cost control contributed to increase gross profit. Gross profit was affected by unfavorable foreign currency movements which decreased second quarter gross profit by $4,416,000.

Operating Expenses

Operating expenses for the quarter increased 14.2% due mainly to greater selling and marketing expenses and research and development expenses. Several categories accounted for these increases, including compensation costs which include salaries, benefits, bonuses and commissions. Business development, outside professional services, project expenses, and travel and entertainment expenses all increased over 2009 levels. Exit, restructuring and integration costs decreased $3,067,000 in the second quarter of 2010 as compared to 2009. Zebra’s program for outsourcing its manufacturing operations is nearing completion and the related restructuring costs for this program are ending with the second quarter of 2010. In addition, integration costs associated with integrating the Zebra Enterprise Solutions (ZES) businesses were completed in 2009. Asset impairment charges relate to the completion of a detailed second step impairment test in 2009 which resulted in reversing a portion of the year end 2008 asset impairment estimate.

Operating expenses are summarized below (in thousands, except percentages):


	Three Months Ended
Operating Expenses	July 3, 2010		July 4, 2009			Percent Change		Percent of Net Sales 2010	Percent of Net Sales 2009
Selling and marketing	$	30,328	$	24,398		24.3		12.8	13.0
Research and development		25,371		20,949		21.1		10.8	11.1
General and administrative		19,718		18,077		9.1		8.4	9.6
Amortization of intangible assets		2,345		2,575		(8.9	)	1.0	1.4
Exit, restructuring and integration costs		576		3,643		(84.2	)	0.2	2.0
Asset impairment charges		—		(1,058	)	—		—	(0.6	)

Total operating expenses	$	78,338	$	68,584		14.2		33.2	36.5

Other Income

Investment income for 2009 was reduced by the write-off of an investment in an international technology company in the amount of $767,000. Considering this item, investment income in 2010 actually declined primarily from lower short-term interest rates in the second quarter of 2010 compared with 2009. Zebra recorded a foreign exchange gain in the second quarter of 2010 as the U.S. dollar strengthened during the period against the euro versus 2009.

Zebra’s non-operating income and expense items are summarized in the following table (in thousands):


	Three Months Ended
	July 3, 2010			July 4, 2009
Investment income	$	634		$	247
Foreign exchange gain (loss)		361			(131	)
Other, net		(487	)		(19	)

Total other income	$	508		$	97

Operating Income

The operating income increase for the second quarter of 2010 was the result of increased sales and gross profit as noted above.

Income Taxes

The effective income tax rate for the second quarter of 2010 was 32.0% compared with 32.0% for the second quarter of 2009.

Business Groups

Specialty Printing Group

(Amounts in thousands, except percentages):


	Three Months Ended
	July 3, 2010		July 4, 2009		Percent Change	Percent of Net Sales - 2010	Percent of Net Sales - 2009
Net Sales
Tangible products	$	203,887	$	159,016	28.2	95.7	94.7
Service & software		9,239		8,893	3.9	4.3	5.3

Total net sales		213,126		167,909	26.9	100.0	100.0
Cost of Sales
Tangible products		110,863		94,218	17.7	52.0	56.1
Service & software		4,157		3,819	8.9	2.0	2.3

Total cost of sales		115,020		98,037	17.3	54.0	58.4

Gross profit		98,106		69,872	40.4	46.0	41.6
Operating expenses		45,177		39,784	13.6	21.2	23.7

Operating income	$	52,929	$	30,088	75.9	24.8	17.9

Specialty Printing Group – Second quarter

Net sales in our Specialty Printing Group (SPG) increased 26.9% with the highest percentage growth in sales occurring in Latin America and Asia Pacific, and the highest dollar growth occurring in North America and the Europe, Middle East and Africa region.

The increase in sales was largely attributable to increased hardware sales, with notable increases in sales of high-performance and mid-range tabletop, desktop, mobile printers and aftermarket parts. Supplies sales increased from higher shipments of labels and thermal ribbons.

Gross profit increased 40.4% due to higher volumes and a favorable product mix with increased sales of high-performance table top printers, partially offset by higher freight costs of $5,224,000 in 2010. In addition, the benefit of outsourcing printer production to a third party and continued cost control contributed to increase gross profit. Gross profit for SPG was affected by unfavorable foreign currency movements which decreased second quarter gross profit by $4,416,000. As a percentage of sales, gross profit increased from 41.6% to 46.0%.

Printer unit volumes and average selling price information is summarized below:


	Three Months Ended
	July 3, 2010		July 4, 2009		Percent Change
Total printers shipped		270,882		205,199	32.0
Average selling price of printers shipped	$	505	$	508	(0.6	)

For the second quarter of 2010, unit volumes increased in nearly all printer product lines compared to the same period of 2009, with notable volume increases in high-performance tabletop, desktop and mobile printers.

Operating expense related changes for SPG are as follows (in thousands):


	Three Months Ended				Increase/ (Decrease)
	July 3, 2010		July 4, 2009		Increase/ (Decrease)
Payroll and benefit costs	$	27,313	$	23,613	$	3,700
Business development		4,971		4,430		541
Outside professional services		2,273		1,597		676
Travel and entertainment		1,773		1,350		423
Other expenses		8,847		8,794		53

Total operating expenses	$	45,177	$	39,784	$	5,393

Operating expenses for SPG increased primarily to greater selling and marketing expenses from the higher level of business activity and expansion into new geographic markets. Operating expenses are higher due to increases in payroll and benefit costs, advertising and marketing costs, consulting fees, compliance costs, and travel and entertainment expenses. Exit, restructuring and integration costs are being reduced as the outsourcing project is nearing completion.

Zebra Enterprise Solutions

(Amounts in thousands, except percentages):


	Three Months Ended
	July 3, 2010			July 4, 2009			Percent Change	Percent of Net Sales - 2010		Percent of Net Sales - 2009
Net Sales
Tangible products	$	4,432		$	2,912		52.2	19.6		14.7
Service & software		18,177			16,855		7.8	80.4		85.3

Net sales		22,609			19,767		14.4	100.0		100.0
Cost of Sales
Tangible products		3,800			2,358		61.2	16.8		11.9
Service & software		5,736			5,545		3.4	25.4		28.1

Cost of sales		9,536			7,903		20.7	42.2		40.0

Gross profit		13,073			11,864		10.2	57.8		60.0
Operating expenses		16,926			15,432		9.7	74.9		78.1

Operating loss	$	(3,853	)	$	(3,568	)	8.0	(17.1	)	(18.1	)

Zebra Enterprise Solutions – Second quarter

ZES sales increased 14.4% for the second quarter of 2010 compared to 2009 primarily due to increased software license revenue, hardware and maintenance and support services. This was offset by a reduction to installation services revenue associated with project implementations delays.

Operating expense changes for ZES are due to the following (in thousands):


	Three Months Ended					Increase/ (Decrease)
	July 3, 2010		July 4, 2009			Increase/ (Decrease)
Payroll and benefit costs	$	9,953	$	9,108		$	845
Business development		613		327			286
Outside professional services		676		385			291
Travel and entertainment		993		638			355
Exit, restructuring and integration costs		174		1,916			(1,742	)
Asset impairment charges		—		(1,058	)		1,058
Other expenses		4,516		4,116			400

Total operating expenses	$	16,925	$	15,432		$	1,493

ZES operating expenses for the second quarter of 2010 are higher than 2009 due to increases in payroll and benefit costs, consulting, project expenses and travel and entertainment costs. These increases were offset by reductions to exit, restructuring and integration costs which were completed during the quarter, and lower amortization expense due to an intangible asset being fully amortized at the end of 2009. Preliminary impairment charges recorded in 2008 were reversed during the second quarter of 2009.

Results of Operations: Six months ended July 3, 2010 versus six months ended July 4, 2009

Consolidated Results of Operations

(Amounts in thousands, except percentages):


	Six Months Ended
	July 3, 2010		July 4, 2009			Percent Change		Percent of Net Sales - 2010	Percent of Net Sales - 2009
Net Sales
Tangible products	$	410,403	$	328,612		24.9		88.8	86.4
Service & software		51,763		51,673		0.2		11.2	13.6

Total net sales		462,166		380,285		21.5		100.0	100.0
Cost of Sales
Tangible products		224,313		192,435		16.6		48.5	50.6
Service & software		19,339		20,305		(4.8	)	4.2	5.3

Total cost of sales		243,652		212,740		14.5		52.7	55.9

Gross profit		218,514		167,545		30.4		47.3	44.1
Operating expenses		153,953		140,219		9.8		33.3	36.9

Operating income		64,561		27,326		136.3		14.0	7.2
Other income (expense)		1,200		(326	)	468.1		0.3	(0.1	)

Income before income taxes		65,761		27,000		143.6		14.3	7.1
Income taxes		18,351		8,637		112.5		4.0	2.3

Net income	$	47,410	$	18,363		158.2		10.3	4.8

Diluted earnings per share	$	0.82	$	0.31

Consolidated Results of Operations – Year to date

Sales

Net sales for the first six months of 2010 compared with the same 2009 period increased 21.5% due to a broad-based increase in demand for Zebra products and global economic recovery. The increase in sales was largely attributable to increased hardware sales with notable volume increases in high-performance tabletop, desktop, mobile printers and aftermarket parts. Supplies sales increased from greater shipments of labels and thermal ribbons. Printer unit volume increased 27.4% for the first six months of 2010 compared to levels in 2009.

Sales by product category were as follows (amounts in thousands, except percentages):


	Six Months Ended
Product Category	July 3, 2010		July 4, 2009		Percent Change		Percent of Net Sales - 2010	Percent of Net Sales - 2009
Hardware	$	323,509	$	252,372	28.2		70.0	66.3
Supplies		84,270		73,607	14.5		18.2	19.4
Service and software		51,763		51,673	0.2		11.2	13.6
Shipping and handling		2,624		2,633	(0.3	)	0.6	0.7

Total net sales	$	462,166	$	380,285	21.5		100.0	100.0

Sales increased in all geographic territories due primarily to the global economic recovery. The sales growth on a percentage basis was greatest in Latin America and Asia Pacific because of higher rates of economic growth in those regions. Movements in foreign exchange rates decreased sales by $736,000 in the Europe, Middle East and Africa regions principally due to a weaker euro against the dollar.

Sales to customers by geographic region were as follows (in thousands, except percentages):


	Six Months Ended
Geographic Region	July 3, 2010		July 4, 2009		Percent Change	Percent of Net Sales - 2010	Percent of Net Sales - 2009
Europe, Middle East and Africa	$	164,318	$	144,328	13.9	35.6	38.0
Latin America		41,724		27,412	52.2	9.0	7.2
Asia-Pacific		53,885		39,247	37.3	11.7	10.3

Total International		259,927		210,987	23.2	56.3	55.5
North America		202,239		169,298	19.5	43.7	44.5

Total net sales	$	462,166	$	380,285	21.5	100.0	100.0

Gross Profit

Gross profit increased due to higher volumes and an improved product mix, with increased sales in high-performance printers, mid-range table top printers and aftermarket parts, partially offset by $11,124,000 in higher freight costs in 2010. The benefit of outsourcing printer production to a third party and continued cost control contributed to increased gross profit.

Operating Expenses

Operating expenses for the six-month period increased 9.8% due to greater selling and marketing expenses and research and development expenses. Several categories accounted for these increases, including compensation costs, business development, project expenses, outside professional services, travel and entertainment, and offsite meeting expenses. Amortization of intangibles decreased $505,000 and exit costs decreased $1,893,000 in the first six months of 2010 as compared to 2009. Amortization decreases were due to an intangible asset being fully amortized at the end of 2009. Zebra’s program for outsourcing its manufacturing operations is nearing completion and the related restructuring costs for this program are declining. In addition, integration costs associated with integrating the Zebra Enterprise Solutions (ZES) businesses were completed in 2009.

Operating expenses are summarized below (in thousands, except percentages):


	Six Months Ended
Operating Expenses	July 3, 2010		July 4, 2009			Percent Change		Percent of Net Sales 2010	Percent of Net Sales 2009
Selling and marketing	$	57,828	$	47,597		21.5		12.5	12.5
Research and development		48,443		43,098		12.4		10.5	11.3
General and administrative		40,587		39,434		2.9		8.8	10.4
Amortization of intangible assets		4,703		5,208		(9.7	)	1.0	1.4
Asset impairment charges		—		(1,058	)	—		—	(0.3	)
Acquisition integration costs		—		1,655		—		—	0.4
Exit costs		2,392		4,285		(44.2	)	0.5	1.1

Total operating expenses	$	153,953	$	140,219		9.8		33.3	36.8

Other Income

Zebra’s non-operating income and expense items are summarized in the following table (in thousands):


	Six Months Ended
	July 3, 2010			July 4, 2009
Investment income	$	1,476		$	1,425
Foreign exchange gain (loss)		560			(1,415	)
Other, net		(836	)		(336	)

Total other income (loss)	$	1,200		$	(326	)

Operating Income (Loss)

The operating income increase for the first six months of 2010 was the result of increased sales and gross profit as noted above.

Income Taxes

The effective income tax rate for the first six months of 2010 was 27.9% compared with an income tax rate of 32.0% for the first six months of 2009. Zebra’s effective tax rate for the first six months ended July 3, 2010 included a $2,764,000 reduction of federal taxes related to prior years’ adjustments for intercompany profit in ending inventory which reduced our effective rate by 4.2%.

Business Groups

Specialty Printing Group

(Amounts in thousands, except percentages):


	Six Months Ended
	July 3, 2010		July 4, 2009		Percent Change	Percent of Net Sales - 2010	Percent of Net Sales - 2009
Net Sales
Tangible products	$	403,088	$	321,514	25.4	95.7	94.9
Service & software		17,966		17,163	4.7	4.3	5.1

Total net sales		421,054		338,677	24.3	100.0	100.0
Cost of Sales
Tangible products		217,999		186,859	16.7	51.8	55.2
Service & software		8,519		8,273	3.0	2.0	2.4

Total cost of sales		226,518		195,132	16.1	53.8	57.6

Gross profit		194,536		143,545	35.5	46.2	42.4
Operating expenses		87,163		79,458	9.7	20.7	23.5

Operating income	$	107,373	$	64,087	67.5	25.5	18.9

Specialty Printing Group – Year to date

Net sales in our Specialty Printing Group (SPG) increased 24.3% with the highest percentage growth in sales occurring in Latin America and Asia Pacific, and the highest dollar growth occurring in North America and the Europe, Middle East and Africa region.

Gross profit for SPG was affected by unfavorable foreign currency movements which decreased gross profit for the first six months of the year by $735,000. Gross profit also increased due to higher volumes and a favorable product mix with increased sales of high-performance table top printers, partially offset by higher freight costs of $11,124,000 in 2010. The benefit of outsourcing printer production to a third party and continued cost control contributed to increased gross profit.

Printer unit volumes and average selling price information is summarized below:


	Six Months Ended
	July 3, 2010		July 4, 2009		Percent Change
Total printers shipped		515,304		404,417	27.4
Average selling price of printers shipped	$	525	$	512	2.5

For the first six months of 2010, unit volumes increased in nearly all printer product lines compared to the same period of 2009, with notable volume increases in high-performance tabletop, desktop and mobile printers. These increases were offset by a reduction in photo printers as this line was discontinued in 2009.

Operating expense related changes for SPG are as follows (in thousands):


	Six Months Ended
	July 3, 2010		July 4, 2009		Increase/ (Decrease)
Payroll and benefit costs	$	52,890	$	48,026	$	4,864
Business development		8,809		7,750		1,059
Outside professional services		4,380		2,938		1,442
Project expenses		2,746		2,321		425
Travel and entertainment		3,106		2,387		719
Recruiting fees		341		112		229
Offsite meetings		717		332		385
Exit, restructuring and integration costs		2,124		3,628		(1,504	)
Other expenses		12,050		11,964		86

Total operating expenses	$	87,163	$	79,458	$	7,705

Operating expenses for SPG increased primarily to greater selling and marketing expenses from the higher level of business activity and expansion into new markets. Operating expenses are higher due to increases in payroll and benefit costs, advertising and marketing costs, consulting fees, compliance costs, and travel and entertainment expenses. Exit, restructuring and integration costs are being reduced as the outsourcing project is nearing completion.

Zebra Enterprise Solutions

(Amounts in thousands, except percentages):


	Six Months Ended
	July 3, 2010			July 4, 2009			Percent Change		Percent of Net Sales - 2010		Percent of Net Sales - 2009
Net Sales
Tangible products	$	7,315		$	7,098		3.1		17.8		17.1
Service & software		33,797			34,510		(2.1	)	82.2		82.9

Net sales		41,112			41,608		(1.2	)	100.0		100.0
Cost of Sales
Tangible products		6,314			5,576		13.2		15.4		13.4
Service & software		10,820			12,032		(10.1	)	26.3		28.9

Cost of sales		17,134			17,608		(2.7	)	41.7		42.3

Gross profit		23,978			24,000		(0.1	)	58.3		57.7
Operating expenses		33,241			30,927		7.5		80.9		74.3

Operating loss	$	(9,263	)	$	(6,927	)	33.7		(22.6	)	(16.6	)

Zebra Enterprise Solutions – Year to date

ZES sales decreased 1.2% for the first six months of 2010 compared to 2009 primarily due to lower bookings and delays associated with project implementations affecting license revenue during the first quarter of 2010. Sales of hardware declined due to reduced or delayed bookings. Margins improved in services provided to customers due to reduced service costs.

Operating expense changes for ZES are due to the following (in thousands):


	Six Months Ended					Increase/ (Decrease)
	July 3, 2010		July 4, 2009			Increase/ (Decrease)
Payroll and benefit costs	$	19,985	$	18,161		$	1,824
Business development		1,001		655			346
Outside professional services		1,317		765			552
Travel and entertainment		1,762		1,147			615
Exit, restructuring and integration costs		229		2,324			(2,095	)
Asset impairment charge		—		(1,058	)		1,058
Other expenses		8,947		8,933			14

Total operating expenses	$	33,241	$	30,927		$	2,314

ZES operating expenses for the first six months of 2010 are higher than the 2009 period due to increases in payroll and benefit costs, consulting, project expenses and travel and entertainment costs. These increases were offset due to the collection of receivables that had been previously considered uncollectible, reduced integration costs, and lower amortization expense due to an intangible asset being fully amortized at the end of 2009.

Liquidity and Capital Resources

(Amounts in thousands, except percentages):


	Six Months Ended
Rate of Return Analysis:	July 3, 2010			July 4, 2009
Average cash and marketable securities balances	$	250,958		$	215,936
Annualized rate of return		1.2	%		1.3	%

Average cash and marketable securities balances for the first six months of 2010 increased compared to 2009 as a result of increased cash provided by operations and a lesser amount spent on stock repurchases throughout 2009 compared to 2008.

As of July 3, 2010, Zebra had $255,194,000 in cash, restricted cash, investments and marketable securities, compared with $246,721,000 at December 31, 2009. Factors affecting cash and investment balances during the first six months of 2010 include the following (changes below include the impact of foreign currency):

•

Operations provided cash in the amount of $67,330,000, primarily from net income.

•

Accounts receivable increased $1,956,000 due to increased sales. Days sales outstanding, as calculated by the financial method, improved from 62 days to 58 days.

•

Inventories increased $5,383,000 due to increases in raw materials and finished goods.

•

Other assets increased $8,664,000 due mainly to prepaid hedging contracts.

•

Accounts payable increased $6,672,000, due to the timing of payment at period end.

•

Taxes payable increased $5,429,000 due to the timing of tax payments.

•

Purchases of property and equipment totaled $15,053,000.

•

Net sales of investments totaled $44,567,000.

•

Purchases of treasury shares totaled $46,767,000.

•

Stock option exercises and purchases under the stock purchase plan contributed $5,033,000.

Management believes that existing capital resources and funds generated from operations are sufficient to finance anticipated capital requirements.

Critical Accounting Policies and Estimates

Management prepared the consolidated financial statements of Zebra under accounting principles generally accepted in the United States of America. These principles require the use of estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions we used are reasonable, based upon the information available.

Our estimates and assumptions affect the reported amounts in our financial statements. The following accounting policies comprise those that we believe are the most critical in understanding and evaluating Zebra’s reported financial results.

Revenue Recognition

Product revenue is recognized once four criteria are met: (1) we have persuasive evidence that an arrangement exists; (2) delivery has occurred and title has passed to the customer, which happens at the point of shipment provided that no significant obligations remain; (3) the price is fixed and determinable; and (4) collectability is reasonably assured. Other items that affect our revenue recognition include:

Customer Returns

Customers have the right to return products that do not function properly within a limited time after delivery. We monitor and track product returns and record a provision for the estimated future returns based on historical experience and any notification received of pending returns. Returns have historically been within expectations and the provisions established, but Zebra cannot guarantee that it will continue to experience return rates consistent with historical patterns. Historically, our product returns have not been significant. However, if a significant issue should arise, it could have a material impact on our financial statements.

Growth Rebates

Some of our channel program partners are offered incentive rebates based on the attainment of specific growth targets related to products they purchase from us over a quarter or year. These rebates are recorded as a reduction to revenue. Each quarter, we estimate the amount of outstanding growth rebates and establish a reserve for them based on shipment history. Historically, actual growth rebates have been in line with our estimates.

Pass Through Rebate Program

Some of our distributors are offered monthly rebates based on distribution of products to our program partners. These rebates are recorded as a reduction to revenue. Each month we estimate the amount of rebate earned and establish a reserve for them based on recent trends of actual activity. The actual distributor rebates paid have historically been in line with our estimates.

Price Protection

Some of our customers are offered price protection by Zebra as an incentive to carry inventory of our product. These price protection plans provide that if we lower prices, we will credit them for the price decrease on inventory they hold. We estimate future payments under price protection programs quarterly and establish a reserve, which is charged against revenue. Our customers typically carry limited amounts of inventory, and Zebra infrequently lowers prices on current products. As a result, the amounts paid under these plans have been minimal.

Software Revenue

We sell four types of software and record revenue as follows:

•

ZES has fixed fee software implementation projects, for which we use the percentage of completion method for revenue recognition. Under this method of accounting, we recognize revenue based on the ratio of costs incurred to total estimated costs. If increases in projected costs-to-complete are sufficient to create a loss contract, the entire estimated loss is charged to operations in the period the loss first becomes known.

•

Our printers contain embedded firmware, which is part of the hardware purchase. We consider the sale of this firmware to be incidental to the sale of the printer and do not attribute any revenue to it.

•

We sell a limited amount of prepackaged, or off-the-shelf, software for the creation of bar code labels using our printers. There is no customization required to use this software, and we have no post-shipment obligations on the software. Revenue is recognized at the time this prepackaged software is shipped.

•

We sometimes provide custom software as part of a printer installation project. We bill custom software development services separate from the related hardware. Revenue related to custom software

is recognized once the custom software development services have been completed and accepted by the customer.

•

We recognize license revenue when (1) a signed contract is obtained; (2) delivery of the product has occurred; (3) the license fee is fixed or determinable; and (4) collection is probable.

Maintenance and Support Agreements

We enter into post-contract maintenance and support agreements. Revenues are recognized ratably over the service period and the cost of providing these services is expensed as incurred.

Shipping and Handling

We charge our customers for shipping and handling services based upon our internal price list for these items. The amounts billed to customers are recorded as revenue when the product ships. Any costs incurred related to these services are included in cost of sales.

Zebra enters into sales transactions that include more than one product type. This bundle of products might include printers, current or future supplies, and services. When this type of transaction occurs, we allocate the purchase price to each product type based on the fair value of the individual products determined by vendor specific objective evidence. The revenue for each individual product is then recognized when the recognition criteria for that product is fully met.

Investments and Marketable Securities

Investments and marketable securities at July 3, 2010, consisted of the following:


U.S. government and agency securities	9.3	%
Obligations of government sponsored enterprises (1)	3.8	%
State and municipal bonds	78.2	%
Corporate securities	8.7	%

(1)	Includes investments in notes issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Bank.

We classify our debt and marketable equity securities in one of three categories: trading, available-for-sale or held-to-maturity. Trading securities are bought and held principally for the purpose of selling them in the near term. Held-to-maturity securities are those debt securities that Zebra has the ability and intent to hold until maturity. All investments in marketable securities are classified as available-for-sale securities.

Trading and available-for-sale securities are recorded at fair value. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of discounts or premiums. Unrealized holding gains and losses on trading securities are included in earnings. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a separate component of stockholders’ equity until realized. As of July 3, 2010, Zebra’s investments in marketable debt securities are classified as available-for-sale. In addition, as of July 3, 2010, all of our investments in marketable debt securities with maturities greater than one year are classified as long-term in the consolidated balance sheet due to our ability and intent to hold them until maturity.

Accounts Receivable

We have standardized credit granting and review policies and procedures for all customer accounts, including:

•

Credit reviews of all new customer accounts,

•

Ongoing credit evaluations of current customers,

•

Credit limits and payment terms based on available credit information,

•

Adjustments to credit limits based upon payment history and the customer’s current creditworthiness,

•

An active collection effort by regional credit functions, reporting directly to the corporate financial officers, and

•

Limited credit insurance on the majority of our international receivables.

We reserve for estimated credit losses based upon historical experience and specific customer collection issues. Over the last three years, accounts receivable reserves varied from 1.4% to 3.8% of total accounts receivable. Accounts receivable reserves as of July 3, 2010, were $2,292,000, or 1.5% of the balance due. Accounts receivable reserves as of December

31, 2009, were $2,186,000, or 1.4% of the balance due. The decrease is driven primarily by the collection of previously reserved accounts. We believe our reserve level is appropriate considering the quality of the portfolio as of July 3, 2010. While credit losses have historically been within expectations and the provisions established, we cannot guarantee that our credit loss experience will continue to be consistent with historical experience.

Inventories

We value our inventories at the lower of the actual cost to purchase or manufacture using the first-in, first-out (FIFO) method, or the current estimated market value. We review inventory quantities on hand and record a provision for excess and obsolete inventory based on forecasts of product demand and production requirements for the subsequent twelve months.

Over the last three years, our reserves for excess and obsolete inventories have ranged from 6.8% to 11.4% of gross inventory. As of July 3, 2010, inventory reserves were $9,915,000, or 10.4% of gross inventory compared to inventory reserves of $9,054,000, or 10.2% of gross inventory as of December 31, 2009. We believe our reserve level is appropriate considering the quantities and quality of the inventories as of July 3, 2010.

Valuation of Goodwill

We test the impairment of goodwill each year at the end of May or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We completed our annual assessment during June 2010 and determined that our goodwill was not impaired as of the end of May 2010.

Goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include:

•

Significant adverse change in legal factors or in the business climate,

•

Adverse action or assessment by a regulator,

•

Unanticipated competition,

•

Loss of key personnel,

•

More-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of,

•

Testing for recoverability under ASC 360 (formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets) of a significant asset group within a reporting unit,

•

Recognition of a goodwill impairment loss in the financial statement of a subsidiary that is a component of a reporting unit, or

•

Allocation of a portion of goodwill to a business to be disposed of.

If we believe that one or more of the above indicators of impairment have occurred, we perform an impairment test. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. We generally determine the fair value of our reporting units using three valuation methods: Income Approach – Discounted Cash Flow Analysis, Market Approach – Guideline Public Company Method and Market Approach – Comparative Transactions Method.

Under the “Income Approach – Discounted Cash Flow Analysis” the key assumptions consider sales, cost of sales and operating expenses projected through the year 2016. These assumptions were determined by management utilizing our internal operating plan and assuming growth rates for revenues and operating expenses, and margin assumptions. The fourth key assumption under this approach is the discount rate which is determined by looking at current risk-free rates of capital, current market interest rates and the evaluation of risk premia relevant to the business segment. If our assumptions relative to growth rates were to change or were incorrect, our fair value calculation may change which could result in impairment.

Under the “Market Approach – Guideline Company Method” we identified 12 publicly traded companies, including Zebra, which we believe have significant relevant similarities. For these 12 companies we calculated the mean ratio of invested capital to revenues and invested capital to EBITDA. Similar to the Income approach discussed above, sales, cost of sales, operating expenses and their respective growth rates were the key assumptions utilized. The market prices of Zebra and other guideline company shares are key assumptions. If these market prices increase, the estimated market value would increase. If the market prices decrease, the estimated market value would decrease.

Under the “Market Approach – Comparative Transactions Method” we looked at 22 market based transactions for companies that have similarities to our business segment, including similarities to one or more of the business lines, markets, growth prospects, margins and size. We calculated mean revenue and EBITDA multiples for the selected transactions. These multiples were applied to forecasted Zebra results for that segment to estimate market value. The key assumptions and impact to changes to those assumptions would be similar to those assumptions under the “Income Approach – Discounted Cash Flow Analysis” and the “Market Approach – Guideline Company Method”.

The results of these three methods are weighted based upon management’s determination with more weighing upon the Income approach because it considers anticipated future financial performance. The Market approaches are based upon historical and current economic conditions which might not reflect the long term prospects or opportunities for our business segment being evaluated.

If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.

Due to the deterioration of the economy and a significant reduction in the price of our stock, we determined that our goodwill from our recent ZES acquisitions was impaired requiring goodwill impairment charges of $113,679,000 at December 31, 2008. Upon completion of a detailed second step impairment analysis we recorded a credit of $1,495,000 in the second quarter of 2009 to adjust a portion of the original estimated goodwill impairment for ZES.

Valuation of Long-Lived and Other Intangible Assets

We evaluate the impairment of identifiable intangibles and other long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered that may trigger an impairment review consist of:

•

Significant underperformance relative to expected historical or projected future operating results,

•

Significant changes in the manner of use of the acquired assets or the strategy for the overall business,

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Significant negative industry or economic trends,

•

Significant decline in Zebra’s stock price for a sustained period, and

•

Significant decline in market capitalization relative to net book value.

If we believe that one or more of the above indicators of impairment have occurred and the undiscounted cash flow test has failed in the case of amortizable assets, we measure impairment based on projected discounted cash flows using a discount rate that incorporates the risk inherent in the cash flows.

During the fourth quarter of 2008, we determined that certain impairment indicators related to identified intangible assets existed and conducted an additional impairment test of intangibles. Due to the deterioration of the economy and a significant reduction in the price of our stock, we determined that our other intangible assets consisting of our recent ZES acquisitions and intellectual property were impaired requiring total estimated impairment charges of $43,921,000 at December 31, 2008. The intangible asset impairment charges in our SPG segment were related primarily to radio frequency identification patents and patent rights. The intangible asset impairment charges in our ZES segment were related to customer relationships, technology, third party technology licenses and non-competition agreements. We recorded an impairment charge to a ZES intangible asset of $437,000 in 2009.

Net intangible assets, long-lived assets and goodwill amounted to $284,746,000 as of July 3, 2010.

Income Taxes

The effective income tax rate for the first six months of 2010 was 27.9% compared with an income tax rate of 32.0% for the first six months of 2009. Zebra’s effective tax rate for the six months ended July 3, 2010 included a $2,764,000 reduction of federal taxes related to prior years’ adjustments for intercompany profit in ending inventory which reduced our effective rate by 4.2%.

Significant Customer

ScanSource, Inc. is our most significant customer. Our net sales to ScanSource, Inc., an international distributor of Zebra products, as a percentage of total net sales, were as follows:


	Three Months Ended				Six Months Ended
	July 3, 2010		July 4, 2009		July 3, 2010		July 4, 2009
Net Sales to ScanSource, Inc.	18.3	%	13.6	%	17.8	%	13.9	%

No other customer accounted for 10% or more of total net sales during these periods.

Safe Harbor

Forward-looking statements contained in this filing are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are highly dependent upon a variety of important factors which could cause actual results to differ materially from those reflected or implied in such forward looking statements. These factors include:

•

Market acceptance of Zebra’s printer and software products and competitors’ product offerings and the potential effects of technological changes,

•

The effect of market conditions in North America and other geographic regions,

•

Our ability to control manufacturing and operating costs, including the success of migrating final printer product assembly offshore to a third-party manufacturer,

•

Success of acquisitions and their integration,

•

Interest rate and financial market conditions because of our large investment portfolio,

•

Foreign exchange rates due to the large percentage of our international sales and operations, and

•

The outcome of litigation in which Zebra is involved, particularly litigation or claims related to infringement of third-party intellectual property rights.

When used in this document and documents referenced, the words “anticipate,” “believe,” “estimate,” “will” and “expect” and similar expressions as they relate to Zebra or its management are intended to identify such forward-looking statements. We encourage readers of this report to review Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, for a further discussion of issues that could affect Zebra’s future results. 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 report.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in Zebra’s market risk during the quarter ended July 3, 2010. For additional information on market risk, refer to the “Quantitative and Qualitative Disclosures About Market Risk” section of our Form 10-K for the year ended December 31, 2009. See Note 3 to the Consolidated Financial Statements included in this report for further discussion of investments and marketable securities.

In the normal course of business, portions of Zebra’s operations are subject to fluctuations in currency values. We manage these risks using derivative financial instruments. See Note 7 to the Consolidated Financial Statements included in this report for further discussion of derivative instruments.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Form 10-Q. The evaluation was conducted under the supervision of our Disclosure Committee, and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by us in this report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by us in our reports that we file or furnish under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

In January 2008, Zebra began a program to update substantially all of its key financial systems over a three year period. As pieces of these systems are completed, they will be subject to the requirements related to internal control over financial reporting. The requirements for internal control over financial reporting will be a fundamental element of the design and implementation of these systems.

As of January 1, 2010, we changed the functional currency of our UK subsidiary from the pound to the U. S. dollar. As a result we modified and enhanced our reconciliation and management review controls over this subsidiary. The modified controls have been in effect since the conversion date.

During the first six months of 2010, we made additional changes to our controls and procedures as part of our ongoing monitoring of our controls. None of these changes has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In addition, there were no other changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Zebra have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

See Note 9 to the Consolidated Financial Statements included in this report.

Item 1A.

Risk Factors

In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, and the factors identified under “Safe Harbor” at the end of Item 2 of Part I of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition, cash flows or results of operations. The risks described in our Annual Report on Form 10-K are not the only risks facing Zebra. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, cash flows and/or results of operations.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Treasury Shares

During the second quarter of 2010, Zebra purchased 934,537 shares of Zebra’s Class A Common Stock at a weighted average share price of $27.76 per share, as follows:

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced programs	Maximum number of shares that may yet be purchased under the program
April 2010 (April 4 – May 1)	0	$	0.00	0	1,449,286
May 2010 (May 2 – May 29)	797,591	$	27.99	797,591	651,695
June 2010 (May 30 – July 3)	136,946	$	26.43	136,946	514,749

(1)	On February 17, 2009, Zebra announced that the Board authorized the purchase of an additional 3,000,000 shares under the same terms. The February 2009 authorization does not have an expiration date.

(2)	During the second quarter, Zebra acquired 1,178 shares of Zebra Class A Common Stock through the withholding of shares necessary to satisfy tax withholding obligations upon the vesting of restricted stock awards. These shares were acquired at an average price of $27.49 per share.

(3)	In July 2010 the remaining shares yet to be purchased under the program were depleted. On August 3, 2010, Zebra’s Board authorized the purchase of up to an additional 3,000,000 shares under the same terms. The August 2010 authorization does not have an expiration date.

Item 6.

Exhibits


31.1		Rule 13a-14(a)/15d-14(a) Certification

31.2		Rule 13a-14(a)/15d-14(a) Certification

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 thereunto duly authorized.


	ZEBRA TECHNOLOGIES CORPORATION

Date: August 5, 2010	By:	/s/ Anders Gustafsson
		Anders Gustafsson
		Chief Executive Officer

Date: August 5, 2010	By:	/s/ Michael C. Smiley
		Michael C. Smiley
		Chief Financial Officer

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