8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2014

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 000-19406 (Commission
File Number) 36-2675536 (IRS Employer
Identification No.)

475 Half Day Road, Suite 500, Lincolnshire, Illinois (Address of Principal Executive Offices) 60069 (Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

Item 2.02. Results of Operations and Financial Conditions.

On April 15, 2014, Zebra Technologies Corporation, a Delaware corporation (“Zebra”), issued an update relating to its expected sales and earnings for the first quarter ended March 29, 2014. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On April 15, 2014, Zebra and Motorola Solutions, Inc., a Delaware corporation (“Seller”), announced that Zebra and Seller had entered into a definitive agreement pursuant to which Zebra will acquire (the “Acquisition”) Motorola’s Enterprise business (the “Enterprise Business”). Certain assets of the Seller relating to the Enterprise Business will be excluded from the transaction and retained by the Seller, including the Seller’s iDEN infrastructure business, and other assets and certain liabilities as specified in the definitive agreement.

A copy of the joint press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. On April 15, 2014, Zebra also provided supplemental information regarding the Acquisition in connection with presentations to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Forward Looking Statements

In addition to historical information, the information presented in this report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “will,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the proposed Acquisition, Zebra’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, views of economic and market conditions, and the expected timing of the completion of the proposed Acquisition.

Forward-looking statements are not a guarantee of future performance and actual events or results may differ materially from any forward-looking statement as result of various risks and uncertainties, including, but not limited to, those relating to: the ability to satisfy the conditions to the proposed Acquisition, the ability to successfully complete the proposed Acquisition (including any financing arrangements in connection therewith) in accordance with its terms and in accordance with expected schedule, the ability to obtain antitrust, regulatory or other approvals for the proposed transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule, diversion of management attention on transaction-related issues, impact of the transaction on relationships with customers, suppliers and employees, the ability to finance the Zebra’s operations post-closing and the terms on which such financing may be available, the financial performance of Zebra following completion of the proposed Acquisition, the ability to successfully integrate the Enterprise Business with Zebra’s existing operations, the ability to realize anticipated benefits of the proposed Acquisition (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, legislative, regulatory and/or market developments, the outcome of pending or threatened lawsuits, regulatory or tax proceedings or investigations, the effects of competition or regulatory intervention, financial and economic market conditions, access to capital, the timing and extent of changes in law and regulation, prevailing demand and market prices for Zebra’s products and services and operational constraints.

Additional information concerning other risk factors is contained in Zebra’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings.

2

Many of these risks, uncertainties and assumptions are beyond Zebra’s ability to control or predict. Because of these risks, uncertainties and assumptions, investors should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made, and Zebra undertakes no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. All subsequent written and oral forward-looking statements concerning Zebra and the proposed Acquisition are expressly qualified in their entirety by the cautionary statements above.

Additional Information And Where To Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Investors and stockholders will be able to obtain free copies of the other documents containing important information about Zebra, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Zebra makes available free of charge at www.zebra.com (in the “Investor Relations” section) copies of materials it files with, or furnishes to, the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release of Zebra Technologies Corporation, issued April 15, 2014.
99.2	Joint Press Release of Zebra Technologies Corporation and Seller, issued April 15, 2014.
99.3	Investor Presentation, dated April 15, 2014.

3

INFORMATION FURNISHED

The information in Item 7.01 and Exhibits 99.1, 99.2 and 99.3 of this Form 8-K is being furnished, not filed. Accordingly, the information will not be incorporated by reference into any registration statement filed by Zebra under the Securities Act of 1933, as amended, unless specifically identified as being incorporated by reference therein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZEBRA TECHNOLOGIES CORPORATION
Date: April 15, 2014	By:	/s/ Jim Kaput
	Name:	Jim Kaput
	Title:	SVP and General Counsel

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release of Zebra Technologies Corporation, issued April 15, 2014.
99.2	Joint Press Release of Zebra Technologies Corporation and Seller, issued April 15, 2014.
99.3	Investor Presentation, dated April 15, 2014.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Zebra Technologies Announces Sales and Earnings Update

For the First Quarter of 2014

Lincolnshire, Ill., April 15, 2014—Zebra Technologies Corporation (NASDAQ: ZBRA) today announced that it expects to report sales for the first quarter of 2014 in the range of $287,000,000 to $289,000,000, or 21 percent over the $236,937,000 in sales reported for the first quarter of 2013.

Earnings are expected in a range of $0.79 to $0.82 per share, up approximately 74 percent from $0.46 per share for the first quarter of 2013. Earnings for the first quarter of 2014 are expected in a range of $0.88 to $0.91 per share, excluding $0.09 per share of approximately $5,000,000 in acquisition expenses. Financial results for the first quarter of 2013 included exit, acquisition and restructuring costs of $0.04 per share. Excluding the charges in both periods, estimated earnings per share for the first quarter of 2014 are expected to increase by approximately 80 percent year over year.

“Business activity remained strong and steady throughout the quarter and across our geographic regions,” stated Anders Gustafsson, Zebra’s chief executive officer. “Our Hart Systems business, which we acquired at the end of 2013, also made a positive contribution to the quarter.”

Zebra is scheduled to report its 2014 first quarter financial results and host a conference call on May 6. Until then, the company will not be providing any additional details regarding performance for the period or any guidance.

Forward-looking Statement

This press release contains forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements regarding the company’s financial forecast for the first quarter of 2014. Actual results may differ from those expressed or implied in the company’s forward-looking statements. These statements represent estimates only as of the date they were made. Zebra undertakes no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this release.

These forward-looking statements are based on current expectations, forecasts and assumptions and are subject to the risks and uncertainties inherent in Zebra’s industry, market conditions, general domestic and international economic conditions, and other factors. These factors include customer acceptance of Zebra’s hardware and software products and competitors’ product offerings, and the potential effects of technological changes. The continued uncertainty over future global economic conditions, the availability of credit, capital markets volatility, may have adverse effects on Zebra, its suppliers and its customers. In addition, a disruption in our ability to obtain products from vendors as a result of supply chain constraints, natural disasters or other circumstances could restrict sales and negatively affect customer relationships. Profits and profitability will be affected by Zebra’s ability to control manufacturing and operating costs. Because of a large investment portfolio, interest rates and financial market conditions will also have an

impact on results. Foreign exchange rates will have an effect on financial results because of the large percentage of our international sales. The outcome of litigation in which Zebra may be involved is another factor. The success of integrating acquisitions including Hart Systems could also affect profitability, reported results and the company’s competitive position in it industry. These and other factors could have an adverse effect on Zebra’s sales, gross profit margins and results of operations and increase the volatility of our financial results. When used in this release and documents referenced, the words “anticipate,” “believe,” “estimate,” and “expect” and similar expressions, as they relate to the company or its management, are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. Descriptions of the risks, uncertainties and other factors that could affect the company’s future operations and results can be found in Zebra’s filings with the Securities and Exchange Commission. In particular, readers are referred to the Zebra’s latest Form 10-K which is on file with the Securities and Exchange Commission.

About Zebra

A global leader respected for innovation and reliability, Zebra Technologies (NASDAQ: ZBRA) offers technologies that give a virtual voice to an organization’s assets, people and transactions, enabling organizations to unlock greater business value. The company’s extensive portfolio of marking and printing technologies, including RFID and real-time location solutions, illuminates mission-critical information to help customers take smarter business actions. For more information about Zebra’s solutions, visit http://www.Zebra.com.

Contact:

	For Zebra Technologies
Investors:	Douglas A. Fox, CFA Vice President, Investor Relations and Treasurer +1 847 793 6735 dfox@zebra.com
Media	Robb Kristopher Director, Corporate Communications and Public Relations + 1 847 793 5514 rkristopher@zebra.com

-2-

EX-99.2

Exhibit 99.2

       

Zebra Technologies to Acquire Enterprise Business

from Motorola Solutions for $3.45 Billion

Transaction strengthens Zebra’s asset tracking portfolio to create a global leader in

Enterprise Asset Intelligence for the Connected Age

Motorola to become singularly focused on driving continued leadership in mission-critical

communications for Government and Public Safety customers

Lincolnshire, Ill. and Schaumburg, Ill., April 15, 2014—Zebra Technologies Corporation (NASDAQ: ZBRA) and Motorola Solutions, Inc. (NYSE: MSI) today announced that they have entered into a definitive agreement in which Zebra will acquire Motorola’s Enterprise business for $3.45 billion in an all-cash transaction. The acquisition will be funded through a combination of cash on hand and new debt. The transaction, which was approved by the Boards of Directors of both companies, is subject to customary closing conditions including regulatory approvals. The transaction is expected to be completed by the end of 2014.

“This acquisition will transform Zebra into a leading provider of solutions that deliver greater intelligence and insights into our customers’ enterprises and extended value chains,” stated Anders Gustafsson, Zebra’s chief executive officer. “The Enterprise business will generate significant value for our shareholders by driving further product innovation and deeper engagement with our customers and partners. It positions Zebra as a leading technology innovator, with the accelerating convergence of mobility, data analytics and cloud computing.”

“Our Enterprise business is an ideal fit for Zebra,” stated Greg Brown, Motorola Solutions chairman and CEO. “This transaction will enable us to further sharpen our strategic focus on providing mission-critical solutions for our government and public safety customers. Upon closing of the transaction, we intend to return the proceeds to our shareholders in a timely fashion.”

With 2013 pro-forma sales of approximately $2.5 billion (excluding sales of its iDEN products), Motorola’s Enterprise business is an industry leader in mobile computing and advanced data capture communications technologies and services. Through this transaction, Zebra will enter the segment where Motorola’s Enterprise business competes and strengthen its position in key industries including Retail, Transportation & Logistics, and Manufacturing and serve approximately 95 percent of the Fortune 500.

Zebra Technologies, with 2013 sales of $1.0 billion, is an industry leader in barcode and enterprise printing, asset tracking, Internet of Things (IoT) solutions, and motion and location sensing. The combination of these technology offerings and asset tracking solutions, together with Motorola’s Enterprise business, will create an industry leader in enterprise asset intelligence for the Connected Age.

The combined Zebra Technologies with Motorola’s Enterprise business would have had pro-forma sales in 2013 of approximately $3.5 billion. Approximately 4,500 employees are expected to join Zebra upon completing this transaction. Motorola Solutions will retain its iDEN product portfolio that was part of its Enterprise business and will continue its Government business, including its professional commercial radio product portfolio.

Motorola Solutions will continue to manufacture, design, integrate and deliver industry-leading voice and data communication solutions for government and public safety customers worldwide. Motorola Solutions sells these secure, mission-critical and innovative products, services and solutions with unique software designs that are the cutting edge in public safety technology. It also holds a unique portfolio of intellectual property.

Strategic Fit for Zebra

The transaction will significantly expand Zebra’s geographic reach; the combined company will have about 20,000 channel partners in more than 100 countries, and will hold a robust portfolio of intellectual property, with approximately 4,500 U.S. and international patents issued and pending. Key benefits to Zebra and its shareholders include:

• Stronger combined platform with multiple growth opportunities

• New and comprehensive product, technology and IP portfolio

• Leading end-to-end solutions across key industries with global reach

• Highly diversified business mix

• Creating synergies by maximizing efficiencies and scale

• Attractive growth and free cash flow profile

Strategic Rationale for Motorola Solutions

“Last year, we undertook a thorough review of our strategy and concluded that the synergies between our Government and Enterprise businesses were not as great as the value we could create by being singularly focused on our core Government & Public Safety business,” Motorola’s Brown said. “Going forward, we will have absolute clarity of purpose and mission as we serve customers globally with our suite of mission-critical communications solutions. This business is truly distinctive in its industry leadership, strong pipeline position, long-term track record of consistent profitability and cash flow, and an array of growth opportunities.”

Transaction Details

Under the agreement, Zebra will acquire the Enterprise business from Motorola Solutions in an all-cash transaction valued at $3.45 billion, which Zebra management expects to be immediately accretive on a cash earnings basis. Zebra expects to fund the transaction with approximately $200 million of available cash on hand and $3.25 billion that is fully committed to be raised through a new credit facility and the issuance of debt securities. The transaction is not subject to a financing condition and is expected to be completed by the end of 2014.

Morgan Stanley is serving as financial adviser to Zebra and is providing a fully underwritten financing commitment for the debt component of the transaction. Kirkland & Ellis LLP is serving as legal advisor to Zebra.

Goldman, Sachs & Co., and J.P. Morgan Securities LLC are serving as financial advisers to Motorola in connection with this transaction. Winston & Strawn LLP is serving as legal adviser to Motorola. Wachtell, Lipton, Rosen & Katz is serving as legal adviser to the Motorola Board of Directors.

Conference Call Notifications

For Zebra:

Investors are invited to listen to a live webcast of Zebra’s conference call discussing of the pending acquisition announced today. The conference call will be held at 8:00 a.m. EDT today. To listen to the call, visit the company’s website at http://www.Zebra.com.

For Motorola:

Investors are invited to listen to a live webcast of the Motorola Solutions conference call discussing the announced pending transaction. The conference call will be held at 8:30 a.m. EDT today. To listen to the call, visit the company’s website at http://www.motorolasolutions.com/investor.

Forward-looking Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties. Actual results may differ from those expressed or implied in the company’s forward-looking statements. When used in this release and documents referenced herein, the words “anticipate,” “believe,” “estimate,” “intend,” and “expect” and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. Similarly, statements herein that describe the proposed transaction between Zebra and Motorola Solutions, including its financial impact, and other statements of managements’ beliefs, intentions or goals also are forward-looking statements. These forward-looking statements are based on current expectations, forecasts and assumptions and are subject to the risks and uncertainties inherent in both Zebra’s and Motorola’s respective industries, including the Enterprise business, market conditions, general domestic and international economic conditions, and other factors. These factors also include the satisfaction of the conditions to closing of the transaction (including receipt of regulatory approvals), the completion of the acquisition of the Enterprise business from Motorola Solutions, the successful financing of the transaction, the expected timeline for completing the

transaction, the successful integration of the operations by Zebra, and Zebra’s ability to implement plans, forecasts and other expectations with respect to the Enterprise business after the acquisition is completed and the ability of Motorola Solutions to return proceeds of the transaction to its shareholders and the timing thereof. Customer acceptance of Zebra’s products and solutions and competitors’ product offerings, and the potential effects of technological changes are inherent risks associated with the ongoing combined business. The continued uncertainty over future global economic conditions, the availability of credit, capital markets volatility, may have adverse effects on Zebra, its suppliers and its customers. In addition, a disruption in Zebra’s ability to obtain products from vendors as a result of supply chain constraints, natural disasters or other circumstances could restrict sales and negatively affect customer relationships. Profits and profitability will be affected by Zebra’s ability to control manufacturing and operating costs. Because of a large investment portfolio, interest rates and financial market conditions will also have an impact on results. Foreign exchange rates will have an effect on financial results because of the large percentage of Zebra’s international sales. These and other factors could have an adverse effect on Zebra’s sales, gross profit margins and results of operations and increase the volatility of Zebra’s financial results. Descriptions of the risks, uncertainties and other factors that could affect Zebra’s future operations and results can be found in Zebra’s filings with the Securities and Exchange Commission. A detailed description of other risks and uncertainties affecting Zebra is contained in Item 1A of Zebra’s 2013 Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. . . A detailed description of other risks and uncertainties affecting Motorola Solutions, is contained in Item 1A of Motorola Solution’s 2013 Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. These filings are available for free on the SEC’s website at www.sec.gov, on Zebra’s website at www.zebra.com and on Motorola Solutions’ website at www.motorolasolutions.com. The forward-looking statements made herein speak only as of the date hereof and none of Zebra, Motorola Solutions or any of their respective affiliates assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, developments or otherwise, except as required by law.

About Zebra

A global leader respected for innovation and reliability, Zebra Technologies (NASDAQ: ZBRA) offers technologies that give a virtual voice to an organization’s assets, people and transactions, enabling organizations to unlock greater business value. The company’s extensive portfolio of marking and printing technologies, including RFID and real-time location solutions, illuminates mission-critical information to help customers take smarter business actions. For more information about Zebra’s solutions, visit http://www.Zebra.com.

About Motorola Solutions

Motorola Solutions is a leading provider of mission-critical communication solutions and services for enterprise and government customers. Through leading-edge innovation and communications technology, it is a global leader that enables its customers to be their best in the moments that matter. Motorola Solutions trades on the New York Stock Exchange under the ticker “MSI.” To learn more, visit www.motorolasolutions.com. For ongoing news, please visit our newsroom or subscribe to our news feed.

Media Resources

Information related to today’s transaction, including executive pictures and biographies, can be found at http://www.zebra.com/acquires-motorola-enterprise.

Contact:

	For Zebra Technologies	For Motorola Solutions
Investors:	Douglas A. Fox, CFA Vice President, Investor Relations and Treasurer +1 847 793 6735 dfox@zebra.com	Shep Dunlap Vice President, Investor Relations +1 847 576-6899 +1 847 400-6291 shep.dunlap@motorolasolutions.com
Financial Media	Kerry F. Kelly F T I Consulting +1 617 897 1518 kerry.guiliano@fticonsulting.com	Nicholas Sweers Vice President, Global Communications +1 847 576-2462 +1 847 450-4957 nicholas.sweers@motorolasolutions.com
Trade Media	Stephanie Kneisler Manager, Public Relations +1 847 970 2470 skneisler@zebra.com	Nicholas Sweers Vice President, Global Communications +1 847 576-2462 +1 847 450-4957 nicholas.sweers@motorolasolutions.com

EX-99.3

MANAGEMENT PRESENTATION

APRIL 15, 2014

ENTERPRISE ASSET

INTELLIGENCE FOR

THE CONNECTED AGE

Exhibit 99.3

Enterprise Asset Intelligence for the Connected Age

FORWARD-LOOKING STATEMENT

2

Statements made in this presentation which are not statements of historical fact are forward-looking

statements and are subject to the safe harbor provisions created by the Private Securities Litigation

Reform Act of 1995. Actual results may differ from those expressed or implied in the company’s

forward-looking statements. Zebra may elect to update forward-looking statements but expressly

disclaims any obligation to do so, even if the company’s estimates change. 

These forward-looking statements are based on current expectations, forecasts and assumptions

and are subject to the risks and uncertainties inherent in Zebra’s industry, the Enterprise Business,

market conditions, general domestic and international economic conditions, and other factors.

These factors include the completion of the acquisition of the Enterprise Business from Motorola

Solutions, including the successful financing of the transaction, the successful integration of the

operations by Zebra, and Zebra’s ability to implement plans, forecasts and other expectations with

respect to the Enterprise Business after the acquisition is completed. Customer acceptance of

Zebra’s products and solutions and competitors’ product offerings, and the potential effects of

technological changes are inherent risks associated with the combined business. Foreign exchange

rates and uncertainty over future global economic conditions will have an effect on financial results.

These and other factors could have an adverse effect on Zebra’s sales, gross profit margins and

results of operations. Descriptions of the risks, uncertainties and other factors that could affect the

company’s future operations and results can be found in Zebra’s filings with the Securities and

Exchange Commission. In particular, please refer to Zebra’s latest filing of its Form 10-K.

Enterprise Asset Intelligence for the Connected Age

TODAY’S SPEAKERS

3

Anders Gustafsson

Chief Executive Officer

Michael C. Smiley

Chief Financial Officer

Enterprise Asset Intelligence for the Connected Age

WE SIT AT THE INTERSECTION OF

THE PHYSICAL AND THE DIGITAL

4

Enterprise Asset Intelligence for the Connected Age

CREATING THE GLOBAL LEADER IN

ENTERPRISE ASSET INTELLIGENCE

5

CIO’s first call for

enterprise asset

intelligence

Solutions for the

smart enterprise

Riding well-defined

secular growth

waves

•

Global leader in

specialty printing,

RFID and location  

& motion tracking

solutions

•

Enabling businesses

to translate the

physical into digital

insights

•

Culture of innovation

•

Established leader in

mobile enterprise

computing, data capture

and RFID

•

Strong services

component

•

Scale in procurement,

manufacturing and

logistics

•

Strong and broad global

partner network

Motorola Solutions

Enterprise Business

Enterprise Asset Intelligence for the Connected Age

ACQUISITION HIGHLIGHTS

6

•

Acquisition of the Enterprise Business of

Motorola Solutions

•

Excludes iDEN, the professional commercial

radio product line

•

Includes ~3,700 issued and pending patents

•

Includes  ~4,500 employees

•

Attractive financial proposition for shareholders

Enterprise Asset Intelligence for the Connected Age

TRANSACTION DETAILS

7

•

All-cash transaction of

$3.45 billion

•

Multiple of 10.9x on last 12

month EBITDA; 8.3x with

synergies

•

$100 million in run-rate

synergies

•

Fund with $3.25 billion in

debt and $200 million of

cash on hand

•

Efficient use of off-shore

cash

•

Accretive in first full year on

a cash EPS basis, post

closing

•

Deal ROIC exceeds cost of

capital by year three

•

Fully underwritten

financing commitment

from Morgan Stanley

•

$250 million revolver

Enterprise Asset Intelligence for the Connected Age

TRANSACTION DETAILS

8

•

Debt to adjusted EBITDA ratio of

approximately 5x at closing

•

Rapid debt pay-down strategy

•

Target: leverage of less than

3x by year three

•

Significant free cash

flow generation

•

Long-term expectations

–

4-5% sales growth,

before sales synergies

–

18-20% EBITDA margin

Enterprise Asset Intelligence for the Connected Age

CLEARLY DEFINED ROADMAP TO

INTEGRATION

9

•

Mike Terzich to head Integration Management Office

–

Senior leader with 25 years of industry experience

•

Execution plan and calendar

in place to ensure Day One

readiness

•

Complete transaction by

end of 2014

Enterprise Asset Intelligence for the Connected Age

THE ENTERPRISE

INTERNET OF THINGS

10

•

Data sensing, tracking and capturing devices

•

Secure wireless and wireline networks

•

Flexible, cloud-based

applications

•

Big data analytics for

actionable business

insights

Enterprise Asset Intelligence for the Connected Age

WE ARE UNITING LEADERS IN SIX

KEY TECHNOLOGIES

11

Cloud-Based Device

Management

RFID

Location and

Motion Sensing

Data Capture and

Scanning

Barcode & Card

Printing

Mobile

Computing

product development

engineers worldwide

1,700

INNOVATION IS IN OUR DNA

12

60

major solution releases in 2013

4,500

patents issued

and pending

12

Enterprise Asset Intelligence for the Connected Age

Enterprise Asset Intelligence for the Connected Age

Used by retailers with over 70,000

retail stores in the US

WE MAKE RETAIL WORK

13

Self Service

Solutions

Mobile Payment

Solutions

RFID Tag

Solutions

Customer Engagement

Solutions

Access ID

Solutions

MODERN MANUFACTURING  AND

T&L ENTERPRISES

In facilities for all top 10 global manufacturers

Over 9 billion packages delivered in 2013 

14

Put Away

Solutions

Cycle Counting

Solutions

Shipping/Receiving

Solutions

Picking

Solutions

Enterprise Asset Intelligence for the Connected Age

Enterprise Asset Intelligence for the Connected Age

…

AS WELL AS TODAY’S

HEALTHCARE WORKSPACE

Providers using our devices handle over 300 million patient visits per year

15

Bedside Medication

Administration

Solutions

Specimen Label

Solutions

Positive Patient

ID Solutions

Personnel ID Solutions

Blood Labeling Solutions

Enterprise Asset Intelligence for the Connected Age

SOLUTIONS TO 95% OF

FORTUNE 500 COMPANIES

16

COMBINING TWO

GREAT BUSINESSES

Making the SMART

and CONNECTED

ENTERPRISE

a Reality

QUESTIONS?

APPENDIX

Enterprise Asset Intelligence for the Connected Age

LTM EBITDA—UNAUDITED

20

LTM (last 12 months) EBITDA is computed as follows:

LTM 3/31/2014 ($ millions)

Motorola

Enterprise

Business

Zebra

Proforma

Operating Income

201

$               

187

$               

388

$               

Plus:

Depreciation & amortization

69

$                  

34

$                  

103

$               

Exit and restructuring costs

46

$                  

14

$                  

60

$                  

EBITDA

316

$               

235

$               

551

$               

THANK YOU