UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

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

For the fiscal year ended December 31, 20102011

OR

 

¨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

incorporation or organization)

 

(I.R.S. Employer

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

  

Name of Exchange on which Registered

Class A Common Stock, par value $.01 per share  The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).  YesX No        


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes        NoX

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. YesX 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). YesX No        

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

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 definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Act) (Check one):

 

Large accelerated filerX Accelerated filer        
Non-accelerated filer            (Do not check if a smaller  reporting company) Smaller reporting company         

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). Yes        NoX

As of July 3, 2010,2, 2011, the aggregate market value of each of the registrant’s Class A Common held by non-affiliates was approximately $1,410,451,000.$2,322,274,000. The closing price of the Class A Common Stock on July 2, 2010,1, 2011, as reported on the Nasdaq Stock Market, was $24.66$42.87 per share.

As of February 11, 2011, 55,758,78410, 2012, 51,994,927 shares of Class A Common Stock, par value $.01 per share, were outstanding.

Documents Incorporated by Reference

Certain sections of the registrant’s Notice of Annual Meeting of Stockholders and Proxy Statement for its Annual Meeting of Stockholders to be held on May 19, 2011,18, 2012, are incorporated by reference into Part III of this report.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INDEX

 

      PAGE

PART I

  

Item 1.

  Business  4

Item 1A.

  Risk Factors  1412

Item 1B.

  Unresolved Staff Comments  1816

Item 2.

  Properties  1917

Item 3.

  Legal Proceedings  2018

Item 4.

  Submission of Matters to a Vote of Security HoldersMine Safety Disclosures  2018

PART II

  

Item 5.

  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  2119

Item 6.

  Selected Financial Data  2220

Item 7.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations  2321

Item 7A.

  Quantitative and Qualitative Disclosures About Market Risk  5040

Item 8.

  Financial Statements and Supplementary Data  5242

Item 9.

  Changes in and Disagreements with Accountants on Accounting and Financial Disclosures  5242

Item 9A.

  Controls and Procedures  5342

Item 9B.

  Other Information  5545

PART III

  

Item 10.

  Directors, Executive Officers and Corporate Governance  5646

Item 11.

  Executive Compensation  5646

Item 12.

  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  5646

Item 13.

  Certain Relationships and Related Transactions, and Director Independence  5646

Item 14.

  Principal Accounting Fees and Services  5646

PART IV

  

Item 15.

  Exhibits, Financial Statement Schedules  5747

SIGNATURES

  

Signatures

  5848

CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

  

Index to Consolidated Financial Statements and Schedule

  F-1

EXHIBITS

  

Index to Exhibits

  

PART I

References in this document to “Zebra,” “we,” “us,” or “our” refer to Zebra Technologies Corporation and its subsidiaries, unless the context specifically indicates otherwise.

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 expressed or implied in such 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 Zebra’s industry, market conditions, general domestic and international economic conditions, and other factors. 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 global market conditions, including North America, Europe, Middle East and Africa and other regions in which we do business,

Our ability to control manufacturing and operating costs,

The availability of credit and the volatility of capital markets, which may affect our suppliers and customers,

Success of integrating acquisitions,

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

The effect of natural disasters on our business, such as those occurring in Japan and Thailand,

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, but are not the exclusive means of identifying these statements. We encourage readers of this report to review Item 1A, “Risk Factors,” in this report for 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 1.Business

Zebra Technologies Corporation is a Delaware corporation. Our principal offices are located at 475 Half Day Road, Suite 500, Lincolnshire, Illinois 60069. Our main telephone number is (847) 634-6700 and our primary Internet Web site address iswww.zebra.com. You can find all of Zebra’s filings with the SEC free of charge through the investor page on this Web site, immediately upon filing.

The Company

Zebra delivers productsis a global leader respected for innovation and reliability. Zebra provides enabling technologies that allow customers to take smarter actions. Our extensive portfolio of bar code, receipt, card, kiosk and RFID printers and supplies, as well as real-time location solutions give a digital voice to assets, people and transactions that improve our customers’ ability to put their critical assets to work smarter by identifying, tracking and managing assets, transactions and people.provides greater visibility into mission-critical information.

We design, manufacture and sell specialty printing devices that print variable information on demand at the point of issuance. These devices are used worldwide by manufacturers, service and retail organizations and governments for automatic identification, data collection and personal identification in applications that improve productivity, deliver better customer service and provide more effective security. Our product range consists of direct thermal and thermal transfer label and receipt printers, passive radio frequency identification (RFID) printer/encoders and dye sublimation card printers. We also sell 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.

Sale of Navis Business and Marine Terminal Solution Software Product Line

In 2007 and 2008, we acquired WhereNet Corp., proveo AG, Navis Holdings, LLC and Multispectral Solutions, Inc. These companies comprised the former Zebra Enterprise Solutions Group (ZES), through which we offered asset tracking and management solutions to optimize the flow of goods in complex logistical operations. These acquisitions provided us with new technologies to offer our customers, including active RFID, global positioning systems (GPS), telematics and ultra wideband radio (UWB) technologies. These solutions incorporate battery-powered wireless tags, fixed-position

antennae, transponder modules and application software. We also provide consulting services, maintenance contracts and software licenses related to these solutions.

Discontinued Operations

Sale of Navis, LLC - On January 28,March 18, 2011, we sold our Navis marine terminal solutions business and the related WhereNet marine terminal solutions product line of our ZES business to Cargotec Corporation. Zebra has a short-term receivable from the buyer which represents funds held in escrow that are subject to adjustment according to terms of the agreement.

Sale of proveo AG - On August 3, 2011, we entered into a SecuritiesShare Purchase Agreement with Cargotec CorporationF Two NV (a Belgium company) to sell all of our interest in the Navis business and WhereNet Marine Terminal Solution software product line (MTS). Navis is a global solutions provider of operating systems to coordinate and automate the planning and management of container and equipment moves in marine terminals and other complex and demanding business environments. We are retaining the real-time location solutions, tags and readers portion of the WhereNet business, along with the WhereNet applications that are sold into non-maritime industries. The sale is expected to closeZebra Enterprise Solutions GmbH (formerly proveo AG) business.

Beginning in the first quarter of 2011.

Beginning with2011, Zebra reported the first quarterresults of 2011,these businesses as discontinued operations. The amounts presented in Zebra’s financial statements for discontinued operations include Navis and other ZESproveo assets will be reported as assets/liabillities held for saleand liabilities, and the operating results will be reported as discontinued operations. Our financial statementsof these businesses for the three-year period ended December 31,2011, 2010 do not treatand 2009. With the Navis sale, Zebra integrated the former ZES Location Solutions product line. The reporting of separate business as discontinued operations in accordance with the appropriate accounting guidance. Our financial statements for the three-year period ended December 31, 2010 reflect our Specialty Printing Group (SPG) and ZES segments including the management discussion and analysis of financial condition and results of operations. Consequently, the remainder of this business description describes Zebra’s business consistent with our historical financial statements, including a business description of our SPG and ZES segments, while including comments to reflect the proposed sale of the Navis business entity, including MTS.is no longer required.

Zebra Specialty Printing Group (SPG)Continuing Operations

Zebra’s continuing operations include our printer business and our integrated location solutions business.

Zebra’s printer operations

We design our printer products to operate at the point of issuance to produce high-quality labels, tickets, receipts, and plastic cards on demand. The exceptional diversity of applications using our printer products for barcoding and personal identification includes routing and tracking, patient safety, transaction processing, and identification and authentication. These applications require high levels of data accuracy, where speed, reliability and durability are critical. They also include specialty printing for receipts and tickets where improved customer service and productivity gains may be the primary reason for using our on demand receipt printers. Plastic cards are used for secure, reliable personal identification, access control and financial cards (credit, debit and ATM cards) by financial institutions.

Applications for our printing technology span most industries and geographies. They include inventory control, small package delivery, baggage handling, automated warehousing, JIT (Just-In-Time)just-in-time (JIT) manufacturing, employee time and attendance records, file management systems, patient barcode wrist banding, medical specimen labeling, shop floor control, in-store product labeling, employee ID cards, driver’s licenses, and access control systems. As of December 31, 2010,2011, management estimates that Zebra has sold more than 9,400,00010,600,000 printers to customers around the world.

We believe competitive forces on businesses worldwide to strengthen security, reduce costs, more effectively manage assets, improve quality, deliver better customer service, and increase productivity support the adoption of the printing and automatic identification applications that Zebra provides because theseprovides. These solutions deliver significant and predictable economic benefits. Industry-mandated compliance requirements for bar code labeling and RFID tagging are also important catalysts in the deployment of these systems. Many of Zebra’s applications enhance the use of enterprise resource planning (ERP) and other process improvement systems in manufacturing and service organizations. Greater emphasis on supply chain management, the drive to reduce errors in healthcare, and heightened concern over safety and security are also increasing the use of automatic identification systems. Still other applications are taking advantage of recent advances in wireless and hand-held computing technologies.

Concern for safety and security and personal identification contribute to demand for our card printer products. This concern has heightened interest in systems that provide personal identification and access control, including secure ID systems for driver’s licenses, employee and visitor badges, national identification cards, event passes, club membership cards and keyless entry systems. Financial institutions utilize card printers for credit, debit and ATM cards.

Our printers are used to print bar code labels, receipts, plastic identification cards, wristbands, and tags and to encode passive RFID “smart” labels and cards. We also sell related specialty labeling materials, thermal ink ribbons, and bar code label design and network management software. These products are used to support bar code labeling, personal identification, and specialty printing solutions principally in the manufacturing supply chain, retail, healthcare and government sectors of the economy. We work closely with distributors, value-added resellers, kiosk manufacturers and end users of our products to design and implement printing solutions that meet their technical demands. To achieve this flexibility, we provide our customers with a broad selection of printer models, each of which can be configured for a specific application.applications. Additionally, we will select and, if necessary, create appropriate labeling stock, ink ribbons and adhesives to suit a particular application. In-house engineering personnel in software, mechanical, electronic and chemical engineering participate in the creation and development of printing solutions for particular applications.

We produce the industry’s broadest range of rugged, on-demand thermal transfer and direct thermal printers. Our printing systems include hundreds of optional configurations that can be selected to meet particular customer needs. We believe this breadth of product offering is a unique and significant competitive strength, because it allows Zebra to satisfy the widest variety of thermal printing applications and leverage our brand and reputation as customers install new systems that require on demand printing.strength.

Of the major printing technologies, which include ink jet, laser and impact dot matrix, we believe that direct thermal and thermal transfer technologies are best suited for most bar code labeling and other on-demand printing applications. Thermal transfer printing produces durable dark, solid blacks and sharply defined lines that are important for printing readily scannable bar codes. These images can be printed on a wide variety of labeling materials, which enable users to affix bar code labels to virtually any object. This capability is very important in the industrial and service sectors Zebra serves. Direct thermal printing is best suited where ease of use, smaller size and cost are important factors in the application. Accordingly, this technology is found principally in Zebra’s mobile and desktop units.

As of December 31, 2010,2011, we offered 5458 thermal printer models with numerous variations, in eight categories as follows:

 

Performance tabletop printers for applications requiring continuous operation in high output, mission-critical and industrial settings.

Mid-range tabletop printers, which are designed for demanding commercial applications.

Desktop printers to deliver value and performance in applications with lower volume or space restrictions.

Mobile printers to meet the printing needs of mobile workers in the field.a broad range of industries.

Print engines, which are sold to manufacturers and integrators of high-speed automatic label applicator systems and are available with or without RFID smart label capabilities.

Kiosk and ticket printers for use in kiosks and other unattended printing applications.

Card printers, which print and encode national identity cards, driver’s licenses, employee identification badges, gift cards, personalized cards and financial cards (credit, debit and ATM cards).

RFID printer/encoders for passive high frequency and ultra-high frequency radio frequency identification in the retail supply chain, for defense logistics, and other applications. These units are used to print and encode “smart labels” in a single pass. Smart labels are printable labels embedded with an ultra-thin radio frequency transponder. Information encoded in these transponders can then be read and modified by a radio frequency reader.

In addition to their use in on-demand automatic identification applications, our thermal printers can also be used for on-site batch production of custom bar code labels and other graphics. This capability results in shorter lead times, reduced inventory, and more flexibility than can be provided with traditional off-site printing.

Zebra’s Location Solutions

Businesses demand real-time responses to real-world events that impact their operations and business results. Zebra Location Solutions offer a range of solutions and services that enable businesses to have complete visibility of its edge level process, including personnel and assets.

Zebra Location Solutions extend Zebra’s reach far beyond the abilities of passive RFID. Its state-of-the-art software and hardware locate, track, manage, and maximize the utilization of high-value assets, equipment, and people. Whether tracking containers through a supply chain, work in progress, optimizing manufacturing fulfillment, or providing wide-area asset traceability, real time location solutions from Zebra provide constant visibility.

Zebra Location Solutions include asset tags, call tags, sensors, exciters and application software. Each tag contains a unique ID that users can associate to a specific asset, part, or workstation. The complementary technologies in a Zebra location solution seamlessly work together to provide customers with asset visibility and tracking.

Applications for Zebra Location Solutions span a broad array of industries where tracking assets, transactions and people are critically important. Zebra Location Solutions are deployed in industrial manufacturing, process industry, aerospace, transportation and logistics and healthcare.

Printer Supplies

Supplies products consist of stock and customized thermal labels, wristbands, plastic cards, card laminates and thermal transfer ribbons. Zebra promotes the use of genuine Zebra brand supplies with its printing equipment.

Zebra fully supports its printers, resellers and end users with an extensive line of superior quality, high-performance supplies optimized to a particular user’s needs. Supplies are chosen in consultation with the reseller and end user based on the specific application, printer and environment in which the labeling system must perform. These printing solutions

frequently include proprietary ribbon and label formulations that are designed to optimize image resolution and printer performance while meeting the most demanding end user application performance criteria. Factors such as adhesion, resistance to scratches, smudges and abrasion, and chemical and environmental exposures are all taken into account when selecting the type of ribbon and labeling materials. The use of supplies that are not carefully matched to specific printers can degrade image quality, and decrease the part life of key printer components such as printheads.

Printer Related Software

Zebra has specialized printer management, label design and driver solutions to help unlock the full potential of Zebra printers. The ZebraLink Solutions suite of networking, software, firmware offerings, combined with the enhanced printer management capabilities of ZebraNet™ Bridge, makes Zebra’s printers easy to use and integrate into small, medium and enterprise-wide environments. Our goal is to provide software that enables high levels of functionality to all major computer network and software systems. Network systems include Ethernet, 802.11b/g and Bluetooth®.

Zebra offers label design and integration software specifically designed to optimize the performance of Zebra bar code label printers. Zebra’s suite of label design and printer configuration tools includes ZebraDesigner™, ZebraDesigner™ Pro, ZebraDesigner™ for XML, and ZebraDesigner™ Label Design Software for use with mySAP™ Business Suite. Zebra’s Enterprise Connector Solution for Oracle® Business Intelligence Publisher™, delivers seamless integration between Oracle and Zebra printers, creating a versatile, easily managed, cost-effective printing platform.

Printer Maintenance and Services

Zebra provides depot maintenance and repair services at repair centers in Vernon Hills, Illinois; Etobicoke, Ontario, Canada; Mexico City, Mexico; Preston, U.K.; Singapore; Shanghai, China; and Heerenveen, Netherlands. Zebra Authorized Service Providers (ZASP) also provide repair services for most Zebra products at their locations. In addition, Zebra offers on-site repair services for tabletop printers in the United States. Outside of the United States, Zebra’s resellers may provide maintenance service, either directly as ZASPs or through independent service agents. Zebra also provides technical support from in-house support personnel located in the United States, the United Kingdom and Singapore. For most Zebra products, Zebra provides interactive technical support via the Internet atwww.zebra.com, 24 hours per day, seven days per week.

Printer Warranties

In general, Zebra provides warranty coverage of one year on printers against defects in material and workmanship. Printheads are warranted for nine months, and batteries are warranted for twelve months. Zebra supplies are warranted against defects in material and workmanship for their stated shelf life or twelve months, whichever ends first. Defective equipment and supplies may be returned for repair or replacement during the applicable warranty periods.

Zebra’s Printer Technology

Our customers rely on Zebra to provide products and systems to help identify, authenticate, track or route both items and people, and then process the related transactions. These products and systems use technologies that provide specific benefits in each application.

All Zebra printers and print engines incorporate thermal printing technology, either direct thermal printing, thermal transfer printing or dye-sublimation printing. This technology creates an image by heating certain pixels of an electrical printhead to selectively image a ribbon or heat-sensitive substrate.

Direct thermal printers apply the heat directly to a thermally-sensitive label, wristband, or receipt to create an image. This form of thermal printing technology benefits applications requiring simple and reliable operations such as shelf labeling, patient identification, and kiosk receipts. Some desktop label printers, mobile printers and kiosk printers support only direct thermal printing.

Thermal transfer printers apply heat to a ribbon to release ink onto labels or tags. This form of thermal printing technology allows a wider range of specialty label materials and associated inks to be used for applications such as circuit board labels, chemical identification and product labels that require resistance to chemicals, temperature extremes, abrasion, or labels requiring a long shelf life. Most of our printers in our high performance, midrange, print engine, desktop and mobile categories use thermal transfer printing but can also support direct thermal printing.

Dye-sublimation card printers apply heat to a ribbon to release a dye that is absorbed into a plastic card, retransfer film or treated paper. This process creates full-color, photographic quality images that are well-suited for driver’s licenses, access and identification cards, transaction cards, on-demand photographs, and financial cards (credit, debit and ATM cards).

Direct thermal and thermal transfer printers create crisp images at high speeds, making them ideal for printing easily readable text and machine readable bar codes. Dye sublimation thermal printers quickly create full-color images with visual characteristics more similar to halide-based film than to pixel-based ink jet or laser printers, making them ideal for high quality photographs and personalized plastic cards. Some printers also include HF (13.56 MHz) or UHF (860-960 MHz) RFID technology that can encode data into passive RFID transponders embedded in a label, card, or wristband.

Zebra’s printers integrate company-designed mechanisms, electrical systems, and firmware. Enclosures of metal or high-impact plastic ensure the durability of our printers. Special mechanisms optimize handling of labels, ribbons, and plastic cards. Fast, high-current electrical systems provide consistent image quality. Mobile printers use NiMH or LiIon batteries to optimize print quality over an extended operating shift. Firmware supports serial, parallel, Ethernet, USB, infrared, Bluetooth, or 802.11b/g wireless communications with appropriate security protocols. Printing instructions can be received as a proprietary language such as Zebra Programming Language II (ZPL II®), as a print driver-provided image, or as user-defined XML. These features make our printers easy to integrate into virtually all common computer systems including those operating on UNIX, Linux, MS/DOS®, or Microsoft® Windows® operating systems. Some independent software vendors, including Adobe, Oracle and SAP, have included Zebra printing support in applications for healthcare, warehouse management, manufacturing, passenger transportation, and retailing.

Printer Sales and Marketing

Sales.We sell our printer products primarily through distributors, value-added resellers (VARs), and original equipment manufacturers (OEMs). We also sell our printer products directly to a select number of named customer accounts. For media and consumables, we also sell directly to end users through the Internet and telesales operations. Distributors and VARs purchase, stock and sell a variety of automatic identification components from different manufacturers and customize systems for end-user applications using their systems and application integration expertise. Because these sales channels provide specific software, configuration, installation, integration and support services required by end users within various market segments, these relationships allow Zebra to reach end users throughout the world in a wide variety of industries. Zebra experiences a minor amount of seasonality in sales, depending on the geographic region and industry served.

We functionally classify our direct VARs as Premier Partners, Advanced Partners, or Associate Partners, depending on their business competencies, depth and breadth of their sales teams, customer support capabilities, contributions to Zebra’s strategic goals and sales commitment to Zebra. In addition, we offer VARs the opportunity to earn certifications for mobile/wireless printers, supplies, services and RFID products in specific industries. We also sell through distributors, which in turn sell to an extended VAR community. All VARs, as well as OEMs and systems integrators, provide customers with a variety of automatic identification components including scanners, accessories, applications software and systems integration expertise, and, in the case of some OEMs, resell the Zebra-manufactured products under their own brands as part of their own product offering. We believe that the breadth of this indirect channel network, both in terms of variety and geographic scope, enhances our ability to compete and more effectively offer our solutions to a greater number of end users.

In some instances, we have designated a customer as a strategic account when purchases ofthe customer is in a targeted high growth industry with applications for Zebra products reach specified levels and support requirements for the account become highly customized.solutions that span our product categories. Zebra sales personnel, either alone or together with our partners, manage these strategic accounts to ensure their needs are being met.

The sales function also encompasses a groupteam that manages a small number offour global alliances. They direct the business development strategies for a limited number of third-party relationships that are strategic to new demand creation for specific vertical markets and/or specific applications.

Marketing.Marketing operations encompass global corporate marketing, field marketing, communications, product marketing, vertical marketing, solutionsindustry marketing, market research and channel marketing functions. Corporate marketing conducts activities to enhance themanages our Zebra corporate brand globally, corporate public relations, internal corporate communications and our Webweb site. The product marketing group identifies, evaluatesis also responsible for market research and recommends new product opportunitiesplanning and manages product introductions, positioning and demand creation.industry marketing. Product marketing also focuses on strategic planning and market definitionanalysis, positioning, product launch support and analyzes Zebra’s competitive strengths and weaknesses. Field marketing encompasses demand generation, channel program management and marketing and sales enablement.

Printer Production and Manufacturing

We design our products to optimize product performance, quality, reliability, durability and versatility. These designs combine cost-efficient materials, sourcing and assembly methods with high standards of workmanship.

In February 2008,2010 we announced thatcompleted the transfer of final printer assembly would be transferred to a third-party manufacturer, Jabil Circuit, Inc. We completed the transition of transferring all printer lines to Jabil in 2010. This action has helped to reduce costs and optimize our global printer product supply chain and enabled us to be more responsive to

customer needs and increase Zebra’s flexibility to meet emerging business opportunities. See Note 910 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion of the transfer and transition process.

Jabil produces our printers to our design specifications in the quantities we order. We maintain control over portions of the supply chain including supplier selection and price negotiations of key component parts. Jabil is responsible for the procurement of the component parts and subassemblies used in the Zebra printers it produces. Zebra has a subsidiary located in Guangzhou, China, and has an office located near the Jabil facility in China where our products are assembled. This office is staffed with Zebra sourcing, engineering and quality personnel to help ensure that we receive optimal pricing on raw materials and the final printers meet our quality standards. The majority of Zebra printers manufactured by Jabil are shipped to Zebra’s regional distribution centers. A small percentage of products are reconfigured at Zebra’s distribution centers through firmware downloads, packaging and some other customization before they are shipped to customers. In addition, certain products are manufactured in accordance with federal procurement regulations and various international trade agreements, and remain eligible for sale to the United States government.

Printer Competition

Many companies are engaged in the design, manufacture and marketing of bar code label printers, RFID printer/encoder, and card personalization solutions and active RFID/Real Time Locating System (RTLS) solutions.

We consider our direct competition in bar code label and receipt printing to be producers of on-demand thermal transfer and direct thermal label printing systems, printer/encoders, mobile printers and supplies. We also compete, however, with companies engaged in the design, manufacture and marketing of printing systems that use alternative technologies, such as ink-jet and laser printing. Many of these companies are substantially larger than Zebra.

Dye sublimation, the technology used in our card printers, is only one of several commercially available types of processes used to personalize cards. We also compete with companies that produce identification cards using alternative technologies, which include ink-jet, thermal transfer, embossing, film-based systems, encoders, laser engraving and large-scale dye sublimation printers. These card personalization technologies offer viable alternatives to Zebra’s card printers and provide effective competition from a variety of companies, many of which are substantially larger than Zebra. In addition, service bureaus compete for end user business and provide an alternative to the purchase of our card printing equipment and supplies.

We compete with a diverse group of companies marketing RTLS solutions.

Our ability to compete effectively depends on a number of factors. These factors include the reliability, quality and reputation of the manufacturer and its products; hardware and software innovations and specifications; breadth of product offerings; information systems connectivity; price; level of technical support; supplies and applications support offered by the manufacturer; available distribution channels; and financial resources to support new product design and innovation. We believe that Zebra presently competes favorably with respect to these factors.

We face competition from many competitors,companies, including the following (listed in alphabetical order): Aeroscout, Argox; Avery Dennison; Boca Systems; Brother International; Canon; CIM; Citizen; Cognitive TPG; Custom; Danaher; Datacard; Datamax-O’Neil, a unit of Dover Corporation; Dymo, a Newell Rubbermaid Company; Ekahau, Epson; Evolis; Fargo Electronics, a unit of HID Global; Godex; Hewlett-Packard; Hitachi; Intermec Inc.; Lexmark International; MagiCard; Matica; Microcom; Mitsubishi; NBS Technologies; Nisca; Oki Data; Olympus; Practical Automation; Printronix; Sato; Seiko Instruments; Song Woo Electronics; Sony; Star Micronics; Taiwan Semiconductor; Toshiba TEC; Ubisense, Victor Data Systems; Woosim; and Xerox.

The supplies business is highly fragmented and competition is comprised of numerous competitors of various sizes depending on the geographic area.

Zebra’s competitors in the Location Solutions space include Aeroscout, Ekahau and Ubisense.

Alternative Printing Technologies

We believe thermal printing will be the preferred label, card and receipt printer technology in Zebra’s target applications for the foreseeable future. Among the many advantages of direct thermal and thermal transfer printing is the ability to print high-resolution, durable images on a wide variety of label materials at relatively low costs and high speeds compared with alternative printing technologies. We view passive RFID smart label encoding and active RFID location systems as

complementary technologies to bar coded printing, offering growth opportunities to Zebra as the technologies become more widely adopted.

If other technologies were to evolve or become available to Zebra, it is possible that those technologies would be incorporated into our products. Alternatively, if such technologies were to evolve or become available to our competitors, Zebra’s products may become obsolete. This obsolescence would have a significant negative effect on Zebra’s business, financial position, results of operations and cash flows.

Therefore, we continually assess competitive and complementary methods of bar code printing and other means of automatic identification. Alternative print technologies assessed include ink jet, laser and direct marking. While we cannot be sure that new technology will not supplant thermal printing for labels, cards and receipts, we are not aware of any developing technology that offers the advantages of thermal printing for our targeted applications. We continually monitor and evaluate new RFID technologies, support their standards development, and rapidly adopt RFID into new Zebra products and systems as new markets and applications emerge.

Zebra Enterprise Solutions Group (ZES)

Zebra offers asset tracking and management solutions to optimize the flow of goods within the supply chain. Whether managing parts for lean manufacturing or tracking and managing vehicles through off-line processes during production, the automated asset tracking and management solutions from Zebra improve business processes. Utilizing the combined products offered by these businesses, Zebra provides greater asset visibility and business efficiency for the aerospace and defense, aviation, automotive, industrial manufacturing, maritime, petrochemical, and transportation and logistics industries. Customers within these industries benefit by increasing productivity, lowering operational costs, and improving safety and security throughout their logistics operations. As noted previously, Zebra has entered into an agreement to sell the Navis business and the WhereNet Marine Terminal Solution software product line. The sale is expected to close in the first quarter of 2011.

Zebra’s asset tracking and management solutions business consists of the sale of software licenses and related services including maintenance, support and consulting services, and hardware including our proprietary real time asset management hardware. These products and services may be bundled and sold together to customers or sold separately.

Software Licenses. We sell perpetual software licenses on both a fixed fee basis and for a fixed term. The amounts of the license fees are based primarily on the scope and functionality of the licenses purchased by the customer. The solutions we provide may also include third-party software.

Hardware. We sell both proprietary real time asset management hardware and third-party hardware. Most of our hardware products provide electronic tagging of assets and real time information regarding the assets’ locations and telematics. We sell the hardware as part of an integrated solution and also replacement parts.

Consulting Services. We provide consulting services for the planning and implementation of our solutions including initial installation and training. Our professional services team works with customers who are implementing our solutions for the first time, evaluating new technology automation solutions, integrating with third-party systems or upgrading to new platforms. Services are typically charged on a time and materials basis, although from time-to-time we may enter into fixed fee contracts.

Maintenance and Support. We offer support to our customers 24 hours a day, 7 days a week, 365 days a year, usually for an annual fee, which entitles them to software upgrades and technical support.

These products extend Zebra’s reach beyond passive RFID by employing technologically advanced hardware and software solutions to locate, track, manage and optimize high-value assets, equipment and people. We offer a wide range of scalable real time locating systems (RTLS) technologies used to generate accurate, on-demand information about the physical location and status of high-valued assets. Customers benefit by utilizing the choice or combination of asset tracking products that can be “application matched” based on ISO/IEC 24730-2, Cisco CCX Wi-Fi, precision global positioning systems (GPS), and ultra wideband (UWB) technologies.

Our selection of RTLS asset tracking product offerings includes battery-powered active RFID WhereTag™ tags, WhereCall™ button tags, precision WhereTrack™ products, and Ultra-Wideband products from our Dart family of tags. These asset tags enable organizations to access accurate, real-time information on the location and status of their assets both indoors and outdoors.

In addition, we offer a selection of RTLS infrastructure products. These products receive tag transmissions and forward the information to the Visibility Server Software™ (a middleware application) which provides location calculations, database and system management functions and asset visibility. The flexible infrastructure supports large tag populations and coverage areas that can range from small to large.

We offer a broad set of software development tools for integrating ZES hardware, middleware applications and software applications, with customer and third-party applications. Our middleware application, Visibility Server Software, provides software tools to design, configure, operate and troubleshoot our RTLS products. Visibility Server Software serves as the central repository for all of the real-time location and communication data captured by the ZES RTLS infrastructure.

ZES sells its products and services into the following major industries:

Airport Operations. Our Airport Visualizer™ provides integrated aviation solutions and helps to optimize motorized ground support equipment on the pavement immediately adjacent to an airport terminal area or hangers (commonly referred to as the “apron”). As of December 31, 2010, our Airport Visualizer solution helped to optimize the processes of approximately 3,600 airport ground service vehicles at over 20 leading airports.

Distribution Operations. Our Yard Tracking and Management System (YTMS), is a yard planning, management and execution solution that leverages wireless location and communication technologies and configurable business rules to optimize yard operations and the systems with which they interface.

Personnel Safety and Security. Designed to automate the detection of potential personnel safety risks, as well as improve the management of emergencies and evacuations, the Personnel Safety Solution provides real-time visibility into locating and tracking of valued assets both indoors and outdoors.

Manufacturing Operations. We provide an integrated wireless infrastructure for real-time location, digital messaging, telemetry, and wireless networking applications to give manufacturers the ability to continuously manage the physical location and status of their critical assets for improving lean processes within the core manufacturing functions.

These products and services are primarily sold through a global direct sales force which is organized around geographic and vertical markets. We complement our direct sales through the use of other channels including systems integrators with particular vertical market expertise.

ZES’s proprietary software and hardware are developed primarily by its internal team of engineers. Generally, our software is warranted for 90 days after going live to function consistently with its specifications, and our hardware is warranted to be free from material defects in materials and workmanship for up to one year after purchase.

Customers

Zebra has sold more than 9,400,00010,600,000 thermal printers to customers as of December 31, 2010.

ScanSource, Inc., is our most significant customer.2011. Our net sales to ScanSource, a global distributor of Zebra SPG products,significant customers as a percentpercentage of our total net sales were as follows:

 

   Year Ended December 31, 
   2010  2009  2008 

Percent of net sales

   18.5  16.1  15.4
   Year Ended December 31, 
   2011  2010  2009 

Customer A

   20.7  19.8  17.5

Customer B

   10.5  9.8  5.7

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

Sales

Net sales by product category for the last three years were (in thousands):

 

  Year Ended December 31,   Year Ended December 31, 

Product Category

  2010   2009   2008   2011   2010   2009 

Hardware

  $682,455    $539,934    $692,638    $743,308    $676,738    $534,993  

Supplies

   167,633     155,847     172,106     187,457     167,633     155,847  

Service and software

   101,579     102,541     105,113     47,206     44,829     42,379  
              

 

   

 

   

 

 

Subtotal

   951,667     798,322     969,857     977,971     889,200     733,219  

Shipping and handling

   5,181     5,263     6,843     5,517     5,159     5,263  
              

 

   

 

   

 

 

Total net sales

  $956,848    $803,585    $976,700    $983,488    $894,359    $738,482  
              

 

   

 

   

 

 

Net sales to international customers, as a percent of total net sales, were as follows:

 

   Year Ended December 31, 
   2010  2009  2008 

Percent of net sales

   57.4  54.9  54.5
   Year Ended December 31, 
   2011  2010  2009 

Percent of net sales

   58.4  55.9  52.8

We believe that international sales have the long-term potential to increase faster than domestic sales because of the lower penetration of automatic identification applications outside North America and Western Europe and generally higher economic growth rates in developing countries. As a result, Zebra has invested resources to support our international growth and currently operates facilities and sales offices, or has representation, in 30 different countries.

Research and Development

Zebra’s research and development expenditures for the last three years were as follows (in thousands, except percentages):

 

   Year Ended December 31, 
   2010  2009  2008 

Research and development expenses - SPG (excluding
acquired in process technology)

  $69,605   $55,614   $63,142  

Percent of SPG net sales

   8.0  7.7  7.2

Research and development expenses - ZES (excluding
acquired in process technology)

  $32,325   $30,776   $32,658  

Percent of ZES net sales

   37.7  38.0  34.7
   Year Ended December 31, 
   2011  2010  2009 

Research and development expenses (excluding
acquired in process technology)

  $89,926   $82,575   $66,477  

Percent of net sales

   9.1  9.2  9.0

We devote significant resources to developing new printing solutions for our target markets and ensuring that our products maintain high levels of reliability. Researchreliability and development resources are also directed toward enhancingvalue to our ZES systems.customers.

Intellectual Property Rights

Zebra relies on a combination of trade secrets, patents, employee and third party nondisclosure agreements, copyright laws and contractual rights to establish and protect its proprietary rights in its products. We have and actively protect many domestic and international trademarks. We hold 375394 United States and foreign patents and have 172176 United States and foreign patent applications pending pertaining to products. The duration of these patents ranges from 16 months to 2223 years. The expiration of any individual patent would not have a significant negative impact on our business.

Despite our efforts to protect our intellectual property rights, it may be possible for unauthorized third parties to copy portions of our products or to reverse engineer or otherwise obtain and use some technology and information that we regard as proprietary. Moreover, the laws of some countries do not afford Zebra the same protection to

proprietary rights, as do United States laws. There can be no assurance that legal protections relied upon by Zebra to protect its proprietary position will be adequate. While Zebra’s intellectual property is valuable and provides certain competitive advantages, we do not believe that the legal protections afforded to our intellectual property are fundamental to our success.

Other trademarks mentioned in this report are the property of their respective holders and include IBM, a registered trademark of International Business Machines; UNIX, a registered trademark of UNIX Systems Laboratories; MS/DOS and Windows, registered trademarks of Microsoft; SAP, a registered trademark of SAP AG; and Linux, a registered trademark of Linus Torvalds. Bluetooth is a trademark owned by Bluetooth SIG and used by Zebra under license.

Employees

As of January 28, 2011,2012, Zebra employed approximately 2,7502,510 persons, of which 2,020 are a part of SPG, 480 are a part of ZES and the remaining 250260 are corporate employees. In connection with the sale of our Navis business and WhereNet Marine Terminal Solution software product line, we expect approximately 340 employees from ZES to become employees of the purchaser of these businesses. None of our employees is a memberare members of a union. Some portions of our business, primarily in Europe, are subject to labor laws that differ significantly from those in the United States. For example, it is common for a works council to represent employees when discussing matters such as compensation, benefits or terminations of employment. We consider our employee relations to be very good.

Contact Information

Zebra Technologies Corporation is a Delaware corporation. Our principal offices are located at 475 Half Day Road, Suite 500, Lincolnshire, Illinois 60069. Our main telephone number is (847) 634-6700 and our primary Internet Web site address iswww.zebra.com. You can find all of Zebra’s filings with the SEC free of charge through the investor page on this Web site, immediately upon filing.

Additional Information

For financial information regarding Zebra, see Zebra’s Consolidated Financial Statements and the related Notes, which are included in this Annual Report on Form 10-K. Zebra has two reportable segments for our operations and products. Financial information about segments and geographic areas is found in Note 19 to the Consolidated Financial Statements.

Item 1A.Risk Factors

Investors should carefully consider the risks, uncertainties and other factors described below, as well as other disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations, because they could have a material adverse effect on Zebra’s business, financial condition, operating results, cash flows and growth prospects.

Final assembly of our thermal printers is performed by Jabil Circuit, a third-party electronics manufacturer. We are now dependent on Jabil for the manufacture of such printers. A failure by Jabil to provide manufacturing services to Zebra as Zebra now requires, or any disruption in such manufacturing services, may adversely affect Zebra’s business results. Because we rely on a third-party provider such as Jabil to manufacture its products, Zebra may incur increased business continuity risks.

Zebra is no longer able to exercise direct control over the assembly or related operations of its thermal printers Jabil produces. If Jabil experiences business difficulties or fails to meet Zebra’s manufacturing needs, then Zebra may be unable to satisfy customer product demands, lose sales and be unable to maintain customer relationships. Longer production lead times may result in shortages of certain products and inadequate inventories during periods of unanticipated higher demand. Without Jabil’s continuing manufacture of Zebra’s products, Zebra will have no other means of final assembly of its thermal printers until Zebra is able to secure the manufacturing capability at another facility or develop an alternative manufacturing facility. This transition could be costly and time consuming.

Although Zebra carries business interruption insurance to cover lost sales and profits in an amount it considers adequate, in the event of supply disruption, this insurance does not cover all possible situations. In addition, the business interruption insurance would not compensate Zebra for the loss of opportunity and potential adverse impact, both short termshort-term and long term,long-term, on relations with our existing customers.

A third-party provider such as Jabil will have access to Zebra’s intellectual property, which increases the risk of infringement or misappropriation of this intellectual property.

Zebra has significant operations outside the United States and sells a significant portion of its products internationally and purchases important components from foreign suppliers. These circumstances create a number of risks.Zebra has significant operations overseasoutside the United States which present added risks. In addition, Zebra sells a significant amount of its products to customers outside the United States. Shipments to international customers are expected to continue to account for a material portion of net sales.

Risks associated with operations, sales and purchases outside the United States include:

 

Inadequately managing and overseeing operations that are distant and remote from corporate headquarters,

Fluctuating foreign currency rates could restrict sales, or increase costs of purchasing, in foreign countries,

Volatility in foreign credit markets may affect our customers and suppliers,

Adverse changes in, or uncertainty of, local business laws or practices, including the following:

Foreign governments may impose burdensome tariffs, quotas, taxes, trade barriers or capital flow restrictions,

Restrictions on the export or import of technology may reduce or eliminate the ability to sell in or purchase from certain markets,

Political and economic instability may reduce demand for our products, or put our foreign assets at risk,

Potentially limited intellectual property protection in certain countries may limit recourse against infringing products or cause Zebra to refrain from selling in certain geographic territories,

Staffing and turnover at international operations may be unusually difficult,

  

A government controlled exchange rate and limitations on the convertibility of the Chinese yuan,and

Transportation delays that may affect production and distribution of Zebra’s products.products,

Inadequately managing and overseeing operations that are distant and remote from corporate headquarters.

Customers have the right to return products that do not function properly within a limited time after delivery. Zebra monitors and tracks product returns and records a provision for the estimated future returns based on historical experience and any notification received of pending returns. Zebra, however, cannot guarantee that it will continue to experience return rates consistent with historical patterns.

Zebra may not be able to continue to develop products to address user needs effectively in an industry characterized by ongoing change.To be successful, Zebra must adapt to rapidly changing technological and application needs by continually improving its products as well as introducing new products and services to address user demands.

Zebra’s industry is characterized by:

 

Evolving industry standards,

Frequent new product and service introductions,

Evolving distribution channels,

Increasing demand for customized product and software solutions, and

Changing customer demands.

Future success will depend on Zebra’s ability to cost effectively adapt in this evolving environment. Zebra could incur substantial costs if it has to modify its business to adapt to these changes, and may even be unable to adapt to these changes.

Customers have the right to return products that do not function properly within a limited time after delivery. Zebra monitors and tracks product returns and records a provision for the estimated future returns based on historical experience and any notification received of pending returns. Zebra, however, cannot guarantee that it will continue to experience return rates consistent with historical patterns.

Zebra may be a party to fixed-price contracts particularly for its ZES product lines that could become unfavorable contracts. From time to time we may enter into contracts to provide services to customers for fixed fees. Such a contract could result in material loss to Zebra if the cost to perform such contract ultimately exceeds the fees earned on such contract.

Zebra competes in a competitive industry, which may become more competitive. Competitors may be able to respond more quickly to new or emerging technology and changes in customer requirements.Zebra faces significant competition in developing and selling its products and solutions. Some competitors have substantial marketing, financial, development and personnel resources. To remain competitive, Zebra believes it must continue to cost effectively provide:

 

Technologically advanced systems that satisfy user demands,

Superior customer service,

High levels of quality and reliability, and

Dependable and efficient distribution networks.

Zebra cannot assure it will be able to compete successfully against current or future competitors. Increased competition in printers or supplies may result in price reductions, lower gross profit margins and loss of market share, and could require increased spending on research and development, sales and marketing and customer support. Some competitors may make strategic acquisitions or establish cooperative relationships with suppliers or companies that produce complementary products.

Zebra is vulnerable to the potential difficulties associated with the rapid increase in the complexity of its business. Zebra has grown rapidly over the last several years through domestic and international growth and acquisitions.growth. This growth has caused increased complexities in the business. We believe our future success depends in part on our ability to manage our growth and increased complexities of our business and the demands from increased responsibility on our management personnel. The following factors could present difficulties to us:

 

Compliance with evolving laws and regulations,

Managing our distribution channel partners,

Manufacturing an increased number of products,

Increased administrative and operational burden,

Maintaining and improving information technology infrastructure to support growth,

Increased logistical problems common to complex, expansive operations, and

Managing increasing international operations.

Zebra could encounter difficulties in any acquisition it undertakes, including unanticipated integration problems and business disruption. Acquisitions could also dilute stockholder value and adversely affect operating results.Zebra may acquire or make investments in other businesses, technologies, services or products. An acquisition may

present business issues which are new to Zebra. The process of integrating any acquired business, technology, service or product into operations may result in unforeseen operating difficulties and expenditures. Integration of an acquired company also may consume considerable management time and attention, which could otherwise be available for ongoing operations and development of the business. The expected benefits of any acquisition may not be realized.

Acquisitions also may involve a number of risks:

 

Difficulties and uncertainties in transitioning the customers or other business relationships from the acquired entities to Zebra,

The loss of key employees of acquired entities,

The ability of acquired entities to fulfill obligations to their customers,

The discovery of unanticipated issues or liabilities,

The failure of acquired entities to meet or exceed expected returns, and

The acquired entities’ ability to improve internal controls and accounting systems to be compliant with requirements applicable to public companies subject to SEC reporting.

Future acquisitions could result in potentially dilutive issuances of equity securities or the incurrence of debt and contingent liabilities.

Zebra sources some of its component parts from sole source suppliers.A disruption in the supply of such component parts could have a material adverse effect on our ability to meet customer demand and negatively affect our financial results.

Infringement by Zebra or Zebra suppliers on the proprietary rights of others could put Zebra at a competitive disadvantage, and any related litigation could be time consuming and costly.Third parties may claim that Zebra or Zebra suppliers violated their intellectual property rights. To the extent of a violation of a third party’s patent or other intellectual property right, Zebra may be prevented from operating its business as planned, and may be required to pay damages, to obtain a license, if available, or to use a non-infringing method, if possible, to accomplish its objectives. Any of these claims, with or without merit, could result in costly litigation and divert the attention of key personnel. If such claims are successful, they could result in costly judgments or settlements. Also, as new technologies emerge, such as RFID, the intellectual property rights of parties in such technologies can be uncertain. As a result, products involving such technologies may have higher risk of claims of infringement of the intellectual proprietary rights of third parties.

The inability to protect intellectual property could harm Zebra’s reputation, and its competitive position may be materially damaged.Zebra’s intellectual property is valuable and provides Zebra with certain competitive advantages. Copyrights, patents, trade secrets and contracts are used to protect these proprietary rights. Despite these precautions, it may be possible for third parties to copy aspects of Zebra’s products or, without authorization, to obtain and use information which Zebra regards as trade secrets.

Zebra may incur liabilities as a result of product failures due to actual or apparent design or manufacturing defects. Zebra may be subject to product liability claims, which could include claims for property or economic damage or personal injury, in the event our products present actual or apparent design or manufacturing defects. Such design or manufacturing defects may occur not only in Zebra’s own designed products but also in components provided by third party suppliers. Zebra generally has insurance protection against property damage and personal injury liabilities and also seeks to limit such risk through product design, manufacturing quality control processes, product testing and contractual indemnification from suppliers. However, due to the large and growing size of Zebra’s installed printer base, a design or manufacturing defect involving this large installed printer base could result in product recalls or customer service costs that could have material adverse effects on Zebra’s financial results.

Zebra’s products are subject to U.S. and non-U.S. foreign regulations that pertain to electrical and electronic equipment, which may materially adversely affect Zebra’s business. These regulations influence the design, components or operation of such products. New regulations and changes to current regulations are always possible and, in some jurisdictions, regulations may be introduced with little or no time to bring related products into compliance with these regulations. Zebra’s failure to comply with these regulations may prevent Zebra from selling our products in a certain country. In addition, these regulations may increase our cost of supplying the products by forcing us to redesign existing products or to use more expensive designs or components. In these cases, Zebra may experience unexpected disruptions in our ability to supply customers with products, or we may incur unexpected costs or operational complexities to bring products into compliance. This could have an adverse effect on Zebra’s revenues, gross profit margins and results of operations and increase the volatility of our financial results.

Zebra is implementing a new company-wide enterprise resource planning (ERP) system. The implementation process is complex and involves a number of risks that may adversely affect Zebra’s business and results of operations.Zebra is currently replacing its multiple legacy business systems at its different sites with a new company-wide, integrated enterprise resource planning (ERP) system to handle various business, operating and financial processes for Zebra and its subsidiaries. The new system will enhance a variety of important functions, such as order entry, invoicing, accounts receivable, accounts payable, financial consolidation, logistics, and internal and external financial and management reporting matters.

ERP implementations are complex and time-consuming projects that involve substantial expenditures on system hardware and software and implementation activities that often continue for several years. Such an integrated, wide-scale implementation is extremely complex and requires transformation of business and financial processes in order to reap the benefits of the ERP system. Significant efforts are required for requirements identification, functional design, process documentation, data conversion, user training and post implementation support. Problems in any of these areas could result in operational issues including delayed shipments or production, missed sales, billing and accounting errors and other operational issues. System delays or malfunctioning could also disrupt Zebra’s ability to timely and accurately process and report key components of the results of its consolidated operations, its financial position and cash flows,

which could impact Zebra’s ability to timely complete important business processes such as the evaluation of its internal controls and attestation activities pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

Until the new ERP system is fully implemented, Zebra expects to incur additional selling, general and administrative expenses and capital expenditures to implement and test the system, and there can be no assurance that other issues relating to the ERP system will not occur or be identified. Zebra’s business and results of operations may be adversely affected if it experiences operating problems and/or cost overruns during the ERP implementation process or if the ERP system and the associated process changes, do not function as expected or give rise to the expected benefits.

Zebra depends on the ongoing service of its senior management and ability to attract and retain other key personnel.The future success of Zebra is substantially dependent on the continued service and continuing contributions of senior management and other key personnel.

The ability to attract, retain and motivate highly skilled employees is important to Zebra’s long-term success. Competition for skill sets in certain functions within our industry is intense, and Zebra may be unable to retain key employees or attract, assimilate or retain other highly qualified employees in the future.

Terrorist attacks or war could lead to further economic instability and adversely affect Zebra’s stock price, operations, and profitability.The terrorist attacks that occurred in the United States on September 11, 2001, caused major instability in the U.S. and other financial markets. The possibility of further acts of terrorism and current and future war risks could have a similar impact. Any such attacks could, among other things, cause further instability in financial markets and could directly, or indirectly through reduced demand, negatively affect Zebra’s facilities and operations or those of its customers or suppliers.

Taxing authority challenges may lead to tax payments exceeding current reserves.Zebra is subject to ongoing tax examinations in various jurisdictions. As a result, we may record incremental tax expense based on expected outcomes of such matters. In addition, we may adjust previously reported tax reserves based on expected results of these examinations. Such adjustments could result in an increase or decrease to Zebra’s effective tax rate.

Economic conditions and financial market disruptions may adversely affect Zebra’s business and results of operations.Adverse economic conditions in the United States or internationally, or reduced information technology spending may adversely impact our business.As widely reported, financial markets throughout the world experienced extreme disruption insince 2008, and 2009, including historically high volatility in security prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others, failure and potential failures of major financial institutions and unprecedented government support of financial institutions and corporations. A recurrence of these developments and a related general economic downturn could adversely affect Zebra’s business and financial condition through a reduction in demand for our products by our customers. If a slowdown were severe enough, it could require further impairment testing and write-downs of

goodwill and other intangible assets. Cost reduction actions may be necessary and lead to restructuring charges. A tightening of financial credit could adversely affect our customers, suppliers, outsource manufacturer and channel partners (e.g., distributors and resellers) from obtaining adequate credit for the financing of significant purchases. Another economic downturn could also result in a decrease in or cancellation of orders for Zebra’s products and services; negatively impact Zebra’s ability to collect its accounts receivable on a timely basis; result in additional reserves for uncollectible accounts receivable; and require additional reserves for inventory obsolescence. Higher volatility and fluctuations in foreign exchange rates for the U.S. dollar against currencies such as the euro, the British pound, the Chinese yuan, and the Brazilian real could negatively impact product sales, margins and collections.

A natural disaster, like the recent natural disasters in Japan and Thailand, may cause supply disruptions that could adversely affect Zebra’s business and results of operations. As widely reported, a powerful earthquake centered off the northeastern coast of Japan on March 11, 2011, resulted in the loss of many lives, wide-spread damage to and destruction of property, disruption of electric power, and the release of radiation from a crippled nuclear power plant. This devastation disrupted the operations to varying degrees of companies with business activity in the affected region, including the business of Zebra suppliers. Other natural disasters may occur in the future and Zebra is not able to predict to what extent, or duration, any such or similarof these disruptions will have on our ability to maintain ordinary business operations. The consequences of an unfortunate natural disaster may have a material adverse effect on Zebra’s business and results of operations.

Item 1B.Unresolved Staff Comments

Not applicable.

Item 2.Properties

Zebra’s corporate headquarters are located in Lincolnshire, Illinois, a northern suburb of Chicago. Zebra also conducts its sales, marketing, engineering and operations activities from facilities in Vernon Hills, Illinois, and in Camarillo, California. In March 2011, our operations that are located in Camarillo will be moved to a new facility located in Agoura Hills, California, and the Camarillo facility will be closed.California.

Zebra’s principal facilities as of December 31, 2010,2011, are listed below:

 

   Square Footage 

Location

  Manufacturing,
Production &
Warehousing
   Administrative,
Research & Sales
   Total   Lease Expires 

Vernon Hills, Illinois, USA (S)

   111,676     113,429     225,105     June 2014  

Camarillo, California, USA (S)

   97,921     72,156     170,077     March 2011  

Agoura Hills, California, USA (S)

   —       75,077     75,077     March 2021  

Heerenveen, The Netherlands (S)

   48,427     46,145     95,572     January 2012  

Greenville, Wisconsin, USA (S)

   55,000     5,000     60,000     January 2018  

Oakland, California, USA (Z)*

   —       47,210     47,210     July 2013  

Lincolnshire, Illinois, USA (C)

   —       46,339     46,339     June 2014  

Lincoln, Rhode Island, USA (S)

   —       40,116     40,116     April 2016  

Preston, UK (S)

   30,450     8,600     39,050     Owned by Zebra  

Guangzhou, China (S)

   —       32,655     32,655     January 2014  

Flowery Branch, Georgia, USA (S)

   28,255     2,145     30,400     April 2012  

Bourne End, UK (S)

   —       27,251     27,251     June 2014  

Otay Mesa, California, USA (S)

   21,739     4,900     26,639     September 2013  

San Jose, California, USA (Z)

   —       24,630     24,630     July 2015  

Chennai, India (Z)*

   —       19,234     19,234     March 2014  

McAllen, Texas, USA (S)

   15,500     2,500     18,000     September 2011  

Chennai, India (Z)*

   —       15,095     15,095     November 2012  

Germantown, Maryland, USA (Z)

   —       13,134     13,134     December 2015  

Warsaw, Poland (S)

   7,750     3,875     11,625     June 2012  

Guangzhou, China (S)

   —       11,624     11,624     May 2011  

Shanghai, China (S)

   —       7,524     7,524     January 2014  

Mexico City, Mexico (S)

   3,488     3,400     6,888     September 2012  

Singapore, Singapore (S)

   —       5,360     5,360     February 2012  
       

Total

   420,206     627,399     1,047,605    
       

S – Specialty Printing Group; Z – Zebra Enterprise Solution Group; C – Corporate;

*Lease will be transferred to the purchaser in connection with the sale of the Navis business and WhereNet Marine Terminal Solution software product line, which is expected to close in the first quarter of 2011.
   Square Footage

Location

  Manufacturing,
Production &
Warehousing
   Administrative,
Research & Sales
   Total   Lease Expires

Vernon Hills, Illinois, USA

   110,000     115,000     225,000    June 2014

Heerenveen, The Netherlands

   89,843     4,729     94,572    January 2015

Agoura Hills, California, USA

   —       75,077     75,077    March 2021

Greenville, Wisconsin, USA

   55,000     5,000     60,000    January 2018

Lincolnshire, Illinois, USA

   —       46,339     46,339    June 2014

Flowery Branch, Georgia, USA

   38,375     2,145     40,520    June 2017

Lincoln, Rhode Island, USA

   —       40,116     40,116    April 2016

Preston, UK

   30,450     8,600     39,050    Owned by Zebra

Guangzhou, China

   —       32,655     32,655    January 2014

Bourne End, UK

   —       27,251     27,251    June 2014

Otay Mesa, California, USA

   21,739     4,900     26,639    September 2013

San Jose, California, USA

   —       24,630     24,630    July 2015

McAllen, Texas, USA

   15,500     2,500     18,000    September 2016

Germantown, Maryland, USA

   —       13,134     13,134    December 2015

Warsaw, Poland

   7,750     3,875     11,625    June 2012

Singapore, Singapore

   —       9,248     9,248    February 2017

Shanghai, China

   —       7,524     7,524    January 2014

Mexico City, Mexico

   3,488     3,400     6,888    September 2012

Singapore, Singapore

   —       5,360     5,360    February 2012

Shanghai, China

   —       5,287     5,287    January 2015
  

 

 

   

Total

   372,145     436,770     808,915    
  

 

 

   

Zebra leases various other facilities around the world, which are dedicated to administrative, research and sales functions. These other leases, solely or in aggregate, are not material to Zebra.

Item 3.Legal Proceedings

See Notes 11 and 20Note 12 in the Notes to the Consolidated Financial Statements included in this Form 10-K.

 

Item 4.Submission of Matters to a Vote of Security HoldersMine Safety Disclosures

Not applicable.

PART II

 

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Stock Information: Price Range and Common Stock

Our Class A Common Stock is traded on The NASDAQ Stock Market under the symbol ZBRA. The following table shows the high and low trade prices for each fiscal quarter in 20102011 and 2009,2010, as reported by The NASDAQ Stock Market.

 

2010  High       Low     2009  High   Low 
2011  High       Low     2010  High   Low 

First Quarter

  $30.72    $26.10    First Quarter  $    21.70            $    16.00            $41.48    $34.66    First Quarter  $    30.72            $    26.10          

Second Quarter

   31.00     24.32    Second Quarter   24.55             18.61             44.53     36.55    Second Quarter   31.00             24.32          

Third Quarter

   34.13     24.14    Third Quarter   27.67             20.98             43.61     28.20    Third Quarter   34.13             24.14          

Fourth Quarter

   39.31     33.14    Fourth Quarter   28.87             23.76             38.48     29.54    Fourth Quarter   39.31             33.14          

Source: The NASDAQ Stock Market

At February 11, 2011,10, 2012, the last reported price for the Class A Common Stock was $41.18$39.25 per share, and there were 237479 registered stockholders of record for Zebra’s Class A Common Stock. In addition, we had approximately 16,000 stockholders who owned Zebra stock in street name.

Dividend Policy

Since our initial public offering in 1991, we have not declared any cash dividends or distributions on our capital stock. Zebra currently does not anticipate paying any cash dividends in the foreseeable future.

Treasury Shares

During the fourth quarter of 2010,2011, pursuant to our Rule 10b5-1 purchase plan, Zebra purchased 900,000428,891 shares of Zebra’s Class A Common Stock at a weighted average share price of $38.56$32.24 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

program

   

Maximum

number of

shares that may

yet be

purchased

under the

program

 

October 2010 (October 3 – October 30)

   0    $0.00     0     2,750,000          

November 2010 (October 31 – November 27)

   0    $0.00     0     2,750,000         

December 2010 (November 28– December 31)

   900,000    $38.56     900,000     1,850,000         
Period  Total
number of
shares
purchased
   Average
price paid
per share
   Total number of
shares
purchased as
part of  publicly
announced
program
   Maximum
number of
shares that may
yet be
purchased
under  the
program
 

October 2011 (October 2 – October 29)

   428,891    $32.24     428,891     496,199          

November 2011 (October 30 – November 26)

   0    $0.00     0     3,496,199          

December 2011 (November 27– December 31)

   0    $0.00     0     3,496,199          

 

 (1)In July 2010, Zebra purchased the then remaining authorized shares under our stock repurchase program. On August 3, 2010,November 4, 2011, Zebra’s Board authorized the purchase of up to an additional 3,000,000 shares under the same terms as previous authorizations.purchase plan program. The August 2010November 2011 authorization does not have an expiration date.

 (2)During the fourth quarter, Zebra did not acquire anyacquired 2,360 shares of Zebra Class A common stockCommon 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 $36.41 per share.

Item 6.Selected Financial Data

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) DATA

(In thousands, except per share amounts)

 

  Year Ended December 31,     Year Ended December 31, 
  2010     2009     2008     2007     2006     2011   2010   2009   2008     2007 

Net sales

  $956,848     $803,585     $976,700     $868,279     $759,524     $983,488    $894,359     $738,482     $910,065     $860,343   

Cost of sales

   495,979      442,864      497,395      451,161      401,104      496,719     473,584      420,895      471,546      447,340   
                           

 

   

 

    

 

    

 

    

 

  

Gross profit

   460,869      360,721      479,305      417,118      358,420      486,769     420,775      317,587      438,519      413,003   

Total operating expenses

   317,017    (1)     291,919    (2)     494,651    (3)     273,933      277,991    (4)     304,733     272,560   (1)   247,308   (2)   427,730    (3)     269,300   
                           

 

   

 

    

 

    

 

    

 

  

Operating income (loss)

   143,852      68,802      (15,346)      143,185      80,429   

Income (loss) before income taxes and cumulative effect of accounting change

   144,935      70,523      (11,913)      167,375      101,642   

Income (loss) before cumulative effect of accounting change

   101,778      47,104      (38,421)      110,113      69,627   

Cumulative effect of accounting change

   —        —        —        —        1,319    (5)  

Operating income

   182,036     148,215      70,279      10,789      143,703   

Income from continuing operations before income taxes

   179,719     149,607      72,319      15,085      167,757   

Income (loss) from continuing operations

   130,343     104,614      48,491      (19,047    110,611   

Income (loss) from discontinued operations, net of tax

   44,300     (2,836    (1,387    (19,374    (498 
  

 

   

 

    

 

    

 

    

 

  

Net income (loss)

  $101,778     $47,104     $(38,421)     $110,113     $70,946     $174,643    $101,778     $47,104     $(38,421   $110,113   

Earnings (loss) per share before cumulative effect of accounting change

               

Basic

  $1.78     $0.79     $(0.60)     $1.61     $0.99   

Diluted

  $1.77     $0.79     $(0.60)     $1.60     $0.98   

Earnings (loss) per share

               

Basic

  $1.78     $0.79     $(0.60)     $1.61     $1.01   

Diluted

  $1.77     $0.79     $(0.60)     $1.60     $1.00   
  

 

   

 

    

 

    

 

    

 

  

Basic earnings per share:

              

Income (loss) from continuing operations

  $2.42    $1.83     $0.81     $(0.30   $1.62   

Loss from discontinued operations

   0.82     (0.05    (0.02    (0.30    (0.01 
  

 

   

 

    

 

    

 

    

 

  

Net income

  $3.24    $1.78     $0.79     $(0.60   $1.61   
  

 

   

 

    

 

    

 

    

 

  

Diluted earnings per share:

              

Income (loss) from continuing operations

  $2.40    $1.82     $0.81     $(0.30   $1.61   

Loss from discontinued operations

   0.82     (0.05    (0.02    (0.30    (0.01 
  

 

   

 

    

 

    

 

    

 

  

Net income

  $3.22    $1.77     $0.79     $(0.60   $1.60   
  

 

   

 

    

 

    

 

    

 

  

Weighted average shares outstanding

                             

Basic

   57,143      59,306      64,524      68,463      70,516      53,854     57,143      59,306      64,524      68,463   

Diluted

   57,428      59,425      64,524      68,908      70,956      54,191     57,428      59,425      64,524      68,908   

CONSOLIDATED BALANCE SHEET DATA

(In thousands)

 

  December 31,   December 31, 
  2010   2009   2008   2007   2006   2011   2010   2009   2008   2007 

Cash and cash equivalents, restricted cash, investments and marketable securities (current and long-term) (6)

  $259,899    $246,721    $224,886    $281,179    $559,189    $326,695    $258,598    $245,027    $221,409    $264,960  

Working capital(4)

   340,253     306,127     271,831     298,660     404,836     475,899     455,143     429,277     400,883     452,031  

Total assets

   878,864     830,479     850,878     1,034,278     963,142     899,006     878,864     830,479     850,878     1,034,278  

Long-term obligations (7)(5)

   10,375     9,432     10,250     8,452     9,969     11,515     10,191     9,012     9,345     8,451  

Stockholders’ equity

   730,032     712,129     710,738     902,693     877,681     776,925     730,032     712,129     710,738     902,693  

 

(1)Includes litigation settlement proceeds received of $1,082,000 and exit and restructuring and integration (ERI) chargescosts of $4,197,000.$2,262,000.
(2)Includes asset impairment reversalexit and restructuring costs of $1,058,000 and ERI charges of $12,191,000.$9,902,000.
(3)Includes asset impairment charges of $157,600,000$144,950,000 and ERI chargesexit and restructuring costs of $20,009,000.$17,932,000.
(4)Includes litigation settlement paid of $53,392,000 and insurance receivable reserve of $12,543,000.Calculated as current assets minus current liabilities.
(5)Relates to the estimation of forfeitures on prior yearLong-term obligations include deferred compensation expense outstanding at the adoption date of Accounting Standards Codification (“ASC”) 505 and ASC 718.unearned revenue. See Note 1517 Deferred Compensation Plan in the Notes to the Consolidated Financial Statements included in this Form 10-K.
(6)The decrease in 2007 and 2008 was principally the result of (i) our acquisitions of WhereNet, proveo AG, and Navis during 2007 and our acquisition of Multispectral Solutions Inc., and (ii) purchase of our stock during 2008. See Note 20 in the Notes to the Consolidated Financial Statements included in this Form 10-K for further discussion of the acquisitions.
(7)Long-term obligations include deferred compensation and unearned revenue. See Note 16 in the Notes to the Consolidated Financial Statements included in this Form 10-K for further discussion of the Deferred Compensation Plan.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations: Fourth Quarter of 20102011 versus Fourth Quarter of 20092010

Consolidated Results of Operations

(Amounts in thousands, except percentages)

 

 Three Months Ended Percent
Change
  Percent  of
Net Sales 2010
  Percent  of
Net Sales 2009
   Three Months Ended   Percent
Change
   Percent of
Net Sales - 2011
   Percent of
Net Sales - 2010
 
 December 31,
2010
 December 31,
2009
   December 31,
2011
   December 31,
2010
   

Net Sales

               

Tangible products

   $223,071         $197,097        13.2       89.9        88.6          $235,714          $222,048         6.2        95.3         94.9      

Service & software

  25,104        25,425        (1.3)      10.1        11.4         11,594         11,971         (3.1)       4.7         5.1      
               

 

   

 

     

 

   

 

 

Total net sales

  248,175        222,522        11.5       100.0        100.0         247,308         234,019         5.7        100.0         100.0      

Cost of Sales

               

Tangible products

  113,191        110,611        2.3       45.6        49.7         118,792         112,550         5.5        48.1         48.1      

Service & software

  11,343        10,433        8.7       4.6        4.7         6,996         7,113         (1.6)       2.8         3.0      
               

 

   

 

     

 

   

 

 

Total cost of sales

  124,534        121,044        2.9       50.2        54.4         125,788         119,663         5.1        50.9         51.1      
               

 

   

 

     

 

   

 

 

Gross profit

  123,641        101,478        21.8       49.8        45.6         121,520         114,356         6.3        49.1         48.9      

Operating expenses

  83,207        75,240        10.6       33.5        33.8         79,397         71,326         11.3        32.1         30.5      
               

 

   

 

     

 

   

 

 

Operating income

  40,434        26,238        54.1       16.3        11.8         42,123         43,030         (2.1)       17.0         18.4      

Other income

  (211)      945        (122.3)      (0.1)       0.4      

Other income (expense)

   (1,011)       (278)       N/M        (0.4)        (0.1)    
               

 

   

 

     

 

   

 

 

Income before income taxes

  40,223        27,183        48.0       16.2        12.2      

Income from continuing operations before income taxes

   41,112         42,752         (3.8)       16.6         18.3      

Income taxes

  12,006        9,553        25.7       4.8        4.3         8,253         13,117         (37.1)       3.3         5.6      
  

 

   

 

     

 

   

 

 

Income from continuing operations

   32,859         29,635         10.9        13.3         12.7      

Income (loss) from discontinued operations, net of tax

   2,185         (1,418)       N/M        0.9         (0.6)    
               

 

   

 

     

 

   

 

 

Net income

   $28,217         $17,630        60.1       11.4        7.9          $35,044          $28,217         24.2        14.2         12.1      
               

 

   

 

     

 

   

 

 

Diluted earnings per share

   $0.50         $0.30         

Diluted earnings per share:

          

Income from continuing operations

    $0.63          $0.53         18.9         

Income (loss) from discontinued operations

   0.04        (0.03)       N/M         
           

 

   

 

       

Net income

    $0.67          $0.50         34.0         
  

 

   

 

       

Consolidated Results of Operations – Fourth quarter

Sales

Net sales for the fourth quarter of 20102011 compared with the 20092010 quarter increased 11.5% from5.7% primarily due to a broad-based increase in demand, new product introductions and expansion of go-to-market channels. New products introduced over the past year helped us meet more of our customers’ needs for Zebra products, driven by the global economic recovery. This was the fourth consecutive quarter of year-over-year growth.improving asset visibility in complex supply chain markets. The increase in sales was largely attributable to 14.8%5.2% growth in hardware sales (including all printer categorieswith notable increases in desktop, mobile, card printers and aftermarket parts).parts. Printer unit volume increased 13.3% for12.9% from the fourth quarter of 2010 compared to levels in 2009.2010.

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

 

 Three Months Ended Percent
Change
 Percent  of
Net Sales 2010
  Percent  of
Net Sales 2009
   Three Months Ended   Percent
Change
 Percent  of
Net Sales 2011
   Percent  of
Net Sales 2010
 

Product Category

 December 31,
2010
 December 31,
2009
 

Product category

  December 31,
2011
   December 31,
2010
   Percent
Change
 Percent  of
Net Sales 2011
   Percent  of
Net Sales 2010
 

Hardware

   $179,956         $156,706       14.8  72.5        70.4          $188,198          $178,933           

Supplies

  41,719        39,011         6.9  16.8        17.5         46,135         41,719        10.6  18.6         17.8      

Service and software

  25,104        25,425         (1.3)  10.1        11.4         11,594         11,971          (3.1)  4.7         5.1      

Subtotal

  246,779        221,142       11.6  99.4        99.3      
  

 

   

 

    

 

   

 

 

Subtotal products

   245,927         232,623        5.7    99.4         99.4      

Shipping and handling

  1,396        1,380         1.2  0 .6        0.7         1,381         1,396        (1.1)  0.6         0.6      
               

 

   

 

    

 

   

 

 

Total sales

   $248,175         $222,522       11.5  100.0        100.0      

Total net sales

    $247,308          $234,019          5.7  100.0         100.0      
               

 

   

 

    

 

   

 

 

Sales increased in all international geographic territories due primarily toregions, in part from the global economic recovery. The sales growth on a percentage basis was greatest in Latin America and Asia Pacific becauseimpact of higher rates of economic growth in those regions and increasing investmentour investments in sales and marketing resourcessales-related personnel to expand Zebra’s presence in those regions.high-growth regions including China, Brazil and Eastern Europe. Sales in the regions targeted by Zebra for geographic expansion increased by 11% in the fourth quarter of 2011 compared to the fourth quarter of 2010. Zebra continues to build a broader base of customers to penetrate targeted industries more deeply. Movements in foreign exchange rates decreased sales by $6,364,000$420,000 in the Europe, Middle East and Africa regions for the quarter due principally to a weaker euro against the U.S. dollar from the prior year.

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

 

  Three Months Ended   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
   Three Months Ended   Percent
Change
   Percent  of
Net Sales 2011
   Percent  of
Net Sales 2010
 

Geographic Region

  December 31,
2010
   December 31,
2009
   

Geographic region

  December 31,
2011
   December 31,
2010
   Percent
Change
   Percent  of
Net Sales 2011
   Percent  of
Net Sales 2010
 

Europe, Middle East and Africa

    $91,800          $82,377         11.4         37.0         37.0          $88,360          $84,531        

Latin America

   23,215         20,196         14.9         9.4         9.1         21,578         21,380         0.9         8.7         9.1      

Asia-Pacific

   34,458         21,984         56.7         13.9         9.9         32,470         32,334         0.4         13.1         13.8      
                    

 

   

 

     

 

   

 

 

Total International

   149,473         124,557         20.0         60.3         56.0         142,408         138,245         3.0         57.5         59.0      

North America

   98,702         97,965         0.8         39.7         44.0         104,900         95,774         9.5         42.5         41.0      
                    

 

   

 

     

 

   

 

 

Total sales

    $248,175          $222,522         11.5         100.0         100.0          $247,308          $234,019         5.7         100.0         100.0      
                    

 

   

 

     

 

   

 

 

Gross Profitprofit

Gross profit increased 21.8% due to6.3% from lower costs for raw materials and higher volumes and an improved product mix, with increased sales primarily in mobile, high-performance, mid-range table top printers and lower freight costs of $1,224,000 in 2010.volumes. Gross profit was affected by unfavorable foreign currency movements which decreased fourth quarter gross profit by $5,628,000.$330,000. As a percentage of sales, gross margin improved from 45.6%48.9% to 49.8%49.1%.

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

312,409312,409312,409
    Three Months Ended   Percent
      Change      
 
    December 31,
2011
   December 31,
2010
   

Total printers shipped

   312,409         276,597         12.9      

Average selling price of printers shipped

    $506          $535         (5.4)    

For the fourth quarter of 2011, unit volumes increased in nearly all printer product lines compared to the same period of 2010, with notable volume increases in card, desktop and mobile printers. The benefitdecrease in average selling price is a result primarily of outsourcing printer production to a third party, higher volumes, improvedchange in product mix and continued cost control contributedfrom one quarter compared to the increase in gross margin.another.

Operating Expensesexpenses

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

 

  Three Months Ended   Percent
Change
   Percent of
Net  Sales 2010
   Percent of
Net  Sales 2009
   Three Months Ended       Percent of
Net  Sales 2011
   Percent of
Net  Sales 2010
 

Operating Expenses

  December 31,
2010
   December 31,
2009
   

Operating expenses

  December 31,
2011
   December 31,
2010
   Percent
Change
   Percent of
Net  Sales 2011
   Percent of
Net  Sales 2010
 

Selling and marketing

    $34,496          $28,543         20.9         13.9         12.8          $36,377          $31,942         13.9        

Research and development

   26,741         21,838         22.5         10.8         9.8         23,174         21,736         6.6         9.4         9.3      

General and administrative

   19,492         19,514         (0.1)        7.9         8.8         19,089         17,809         7.2         7.7         7.6      

Amortization of intangible assets

   2,426         2,608         (7.0)        1.0         1.2         806         891         (9.5)       0.3         0.4      

Litigation settlement

   (1,082)        —         —         (0.4)       —         0         (1,082)       N/M       0.0         (0.5)     

Exit, restructuring and integration costs

   1,134         2,737         (58.5)       0.5         1.2      

Exit and restructuring costs

   (49)        30         N/M       0.0         0.0      
                    

 

   

 

     

 

   

 

 

Total operating expenses

    $83,207        $75,240         10.6         33.5         33.8          $79,397          $71,326         11.3         32.1         30.5      
                    

 

   

 

     

 

   

 

 

Operating expenses for the quarter increased 10.6%11.3% due mainly to greater selling and marketing expenses and research and development expenses. Several categories accounted for these increases, including compensation costs related to higher head count which includeincludes salaries, benefits, bonuses and commissions. Business development, outside professional services, a 2011 global partners conference, project expenses, and travel and entertainment expenses all increased over 20092010 levels. Litigation settlement relates to escrowed purchase funds received in 2010. Exit, restructuring and integration costs decreased $1,602,000 in the fourth quarter of 2010 as compared to 2009. Zebra’s program for outsourcing its manufacturing operations was completed in 2010. Integration costs associated with the Zebra Enterprise Solutions (ZES) businesses were completed in 2009.

Other Incomeincome (expense)

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

 

   Three Months Ended 
   December 31,
2010
       December 31,
2009
 

Investment income

    $570         $695   

Foreign exchange gain (loss)

     (448        795   

Other, net

     (333        (545 
            

Total other income

    $(211       $945   
            

    Three Months Ended 
    December 31,
2011
   December 31,
2010
 

Investment income

    $594            $567        

Foreign exchange loss

   (706)          (613)       

Other, net

   (899)          (232)       
  

 

 

   

 

 

 

Total other income (expense)

    $(1,011)           $(278)       
  

 

 

   

 

 

 

Investment income declined from lower short-term interest ratesOther expense increased in the fourth quarter of 2010 compared with 2009.2011 primarily as a result of increases in miscellaneous expenses as Zebra recorded a foreign exchange gain in the fourth quarter of 2009 as the U.S. dollar strengthened against the euro.expands its international presence.

Operating Income (Loss)income

The increased operatingOperating income for the fourth quarter of 2010 over2011 compared to the same period in 20092010 is the resultconsistent. See comments above for explanation of increased saleschanges in a stronger economy as noted above.individual categories.

Income Taxestaxes

The effective income tax rate for the fourth quarter of 20102011 was 29.8%20.1% compared with 35.1%30.7% for the same quarter last year. TheZebra’s effective tax rate decrease fordecreased in 2011 due primarily to higher profits in lower rate international jurisdictions and favorable adjustments of prior year state tax returns which were filed in the fourth quarter of 2011.

Income (loss) from discontinued operations

The income from discontinued operations in 2011 relates to the finalization of the accounting and taxes related to discontinued operations transactions during 2011. The loss from discontinued operations in 2010 relates to the operating results of those companies (Navis, LLC and proveo AG) Zebra sold prior to the fourth quarter of 2011.

Results of Operations: Year ended December 31, 2011 versus 2009 reflects an extension of Federal R&D tax credits. The company’s consolidated global tax rate has declined as Zebra’s business continued to expand more rapidly in international regions that have lower tax rates.Year ended December 31, 2010

Business GroupsConsolidated Results of Operations

Specialty Printing Group – Fourth Quarter

(Amounts in thousands, except percentages):

 

  Three Months Ended   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
   Year Ended   Percent
Change
   Percent of
Net Sales -
2011
   Percent of
Net Sales -
2010
 
  December 31,
2010
   December 31,
2009
     December 31,
2011
   December 31,
2010
   

Net Sales

                    

Tangible products

    $217,899          $194,566         12.0         95.9         95.8          $936,282          $849,530         10.2         95.2         95.0      

Service & software

   9,264         8,556         8.3         4.1         4.2         47,206         44,829         5.3         4.8         5.0      
                    

 

   

 

     

 

   

 

 

Total net sales

   227,163         203,122         11.8         100.0         100.0         983,488         894,359         10.0         100.0         100.0      

Cost of Sales

                    

Tangible products

   109,148         108,521         0.6         48.1         53.5         469,834         450,630         4.3         47.8         50.4      

Service & software

   6,128         4,732         29.5         2.7         2.3         26,885         22,954         17.1         2.7         2.6      
                    

 

   

 

     

 

   

 

 

Total cost of sales

   115,276         113,253         1.8         50.7         55.8         496,719         473,584         4.9         50.5         53.0      
                    

 

   

 

     

 

   

 

 

Gross profit

   111,887         89,869         24.5         49.3         44.2         486,769         420,775         15.7         49.5         47.0      

Operating expenses

   49,445         42,519         16.3         21.8         20.9         304,733         272,560         11.8         31.0         30.5      
                    

 

   

 

     

 

   

 

 

Operating income

    $62,442          $47,350         31.9         27.5         23.3         182,036         148,215         22.8         18.5         16.5      

Other income (expense)

   (2,317)        1,392         N/M         (0.2)        0.2      
                    

 

   

 

     

 

   

 

 

Income from continuing operations before income taxes

   179,719         149,607         20.1         18.3         16.7      

Income taxes

   49,376         44,993         9.7         5.0         5.0      
  

 

   

 

     

 

   

 

 

Income from continuing operations

   130,343         104,614         24.6         13.3         11.7      

Income (loss) from discontinued operations, net of tax

   44,300         (2,836)        N/M         4.5         (0.3)     
  

 

   

 

     

 

   

 

 

Net income

    $174,643          $101,778         71.6         17.8         11.4      
  

 

   

 

     

 

   

 

 

Diluted earnings per share:

          

Income from continuing operations

    $2.40          $1.82         31.9          

Income (loss) from discontinued operations

   0.82         (0.05)        N/M          
  

 

   

 

       

Net income

    $3.22          $1.77         81.9          
  

 

   

 

       

Consolidated Results of Operations – Full Year

Specialty Printing Group – Fourth quarterSales

Net sales for the 2011 year compared with 2010 increased 10.0% due to a broad-based increase in demand, complemented by a focused business strategy of geographic expansion, new product introductions and expansion of go-to-market channels. New products introduced over the past year helped us meet more of our Specialty Printing Group (SPG) increased 11.8% with the highest percentage growthcustomers’ needs for improving asset visibility in sales occurring in Latin America and Asia Pacific, and the highest dollar growth occurring in Asia-Pacific and the Europe, Middle East and Africa region.

complex supply chain environments. The increase in sales was largely attributable to increased hardware sales with notable volume increases in sales of high-performance and mid-range tabletop, desktop, mobile printers and aftermarket parts. Supplies sales increased from greater shipments of labels and thermal ribbons. Printer unit volume increased 12.4% for 2011 compared to levels in 2010.

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

   Year Ended   Percent
Change
   Percent of
Net Sales
2011
   Percent of
Net Sales
2010
 

Product category

  December 31,
2011
   December 31,
2010
       

Hardware

    $ 743,308          $ 676,738         9.8         75.5         75.7      

Supplies

   187,457         167,633         11.8         19.1         18.7      

Service and software

   47,206         44,829         5.3         4.8         5.0      

Subtotal products

   977,971         889,200         10.0         99.4         99.4      

Shipping and handling

   5,517         5,159         6.9         0.6         0.6      
  

 

 

   

 

 

     

 

 

   

 

 

 

Total sales

    $983,488          $894,359         10.0         100.0         100.0      
  

 

 

   

 

 

     

 

 

   

 

 

 

Sales increased in all geographic regions, in part from the impact of our investments in sales and sales-related personnel to expand Zebra’s presence in high-growth regions including China, Brazil and Eastern Europe. Sales in the regions targeted by Zebra for geographic expansion increased by 22%. Movements in foreign exchange rates increased sales by $14,412,000 in the Europe, Middle East and Africa region due principally to a stronger euro against the U.S. dollar for the first three quarters of 2011.

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

   Year Ended   Percent
Change
   Percent  of
Net Sales 2011
   Percent  of
Net Sales 2010
 

Geographic region

  December 31,
2011
   December 31,
2010
       

Europe, Middle East and Africa

    $342,578          $305,659         12.1         34.8         34.2      

Latin America

   89,715         80,679         11.2         9.1         9.0      

Asia-Pacific

   141,987         113,156         25.5         14.5         12.7      
  

 

 

   

 

 

     

 

 

   

 

 

 

Total International

   574,280         499,494         15.0         58.4         55.9      

North America

   409,208         394,865         3.6         41.6         44.1      
  

 

 

   

 

 

     

 

 

   

 

 

 

Total sales

    $983,488          $894,359         10.0         100.0         100.0      
  

 

 

   

 

 

     

 

 

   

 

 

 

Gross profit

Gross profit increased 15.7% due to higher volumes and an improved product mix, with increased sales primarily in mobile, high-performance, mid-range table top printers and lower material costs. Lower freight costs in 2011 of $1,224,000 in 2010.$4,963,000 versus 2010 helped improve profit. Gross profit for SPG was also affected by unfavorablefavorable foreign currency movements which decreased fourth quarteralso improved gross profit by $5,628,000. As a percentage of sales, gross margin increased.$12,730,000. The benefit of outsourcing printer production to a third party, higher volumes, improved product mix and continued cost controlabove factors contributed to the increase in gross margin.margin from 47.0% to 49.5%.

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

 

  Three Months Ended           Year Ended   Percent
Change
 
  December 31,
2010
   December 31,
2009
   Percent
Change
     December 31,
2011
   December 31,
2010
   

Total printers shipped

   276,597         244,100         13.3       1,188,892         1,057,744         12.4      

Average selling price of printers shipped

   $535         $531         0.8        $527          $533         (1.1)     

For the fourth quarter of 2010,2011, product unit volumes increased in nearly all printer product lines compared to the same period of 2009, with notable volume increases in high-performance tabletop,and mid-range table top, desktop, and mobile printers.mobile.

Operating expenses

Operating expense changes for SPG in 2010, compared to the same periods in 2009,expenses are due to the followingsummarized below (in thousands)thousands, except percentages):

 

   Three Months Ended   Increase / (Decrease) 
   December 31,
2010
   December 31,
2009
   

Payroll and benefit costs

    $30,419          $24,463          $5,956      

Business development

   4,843         4,094         749      

Project expenses

   2,302         1,163         1,139      

Travel and entertainment

   2,266         1,698         568      

Exit, restructuring and integration costs

   —         1,817         (1,817)    

Other changes

   9,615         9,284         331      
               

Total operating expenses

    $49,445          $42,519          $6,926      
               
   Year Ended   Percent
Change
   Percent of
Net  Sales 2011
   Percent of
Net  Sales 2010
 

Operating Expenses

  December 31,
2011
   December 31,
2010
       

Selling and marketing

    $127,797          $112,365         13.7         13.1         12.5      

Research and development

   89,926         82,575         8.9         9.1         9.2      

General and administrative

   81,649         73,229         11.5         8.3         8.2      

Amortization of intangible assets

   3,320         3,211         3.4         0.3         0.4      

Litigation settlement

   0         (1,082)        N/M         0.0         (0.1)     

Exit and restructuring costs

   2,041         2,262         (9.8)        0.2         0.3      
  

 

 

   

 

 

     

 

 

   

 

 

 

Total operating expenses

    $304,733          $272,560         11.8         31.0         30.5      
  

 

 

   

 

 

     

 

 

   

 

 

 

Operating expenses for SPG2011 increased primarily11.8% due to greater selling and marketing, expenses from the higher level of business activityresearch and expansion into new geographic markets. Project expenses increased due to greater expensesdevelopment, and general and administrative expenses. Several categories accounted for these increases, including compensation costs which include salaries, stock option expense, and commissions. These increases are primarily related to bringing new products to market. Exitmore employees in 2011 versus 2010. Business development, outside professional services, travel and restructuring charges have declined as the activities related to the outsourcing of our printer manufacturing began to ramp down in the fourth quarter of 2009entertainment, rent, information systems, recruiting, offsite meetings, shipping and were completed by the second quarter of 2010.depreciation expenses all increased over 2010 levels.

Zebra Enterprise Solutions – Fourth Quarter

(Amounts in thousands, except percentages)

   Three Months Ended   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
 
   December 31,
2010
   December 31,
2009
       

Net Sales

          

Tangible products

    $5,172          $2,531         104.3         24.6         13.0      

Service & software

   15,840         16,869         (6.1)       75.4         87.0      
                      

Total net sales

   21,012         19,400         8.3         100.0         100.0      

Cost of Sales

          

Tangible products

   4,043         2,090         93.4         19.2         10.8      

Service & software

   5,215         5,701         (8.5)       24.9         29.4      
                      

Total cost of sales

   9,258         7,791         18.8         44.1         40.2      
                      

Gross profit

   11,754         11,609         1.2         55.9         59.8      

Operating expenses

   17,135         17,024         0.7         81.5         87.8      
                      

Operating loss

    $(5,381)        $(5,415)       (0.6)       (25.6)       (28.0)    
                      

Zebra Enterprise Solutions – Fourth quarterSelling and marketing expenses

ZES sales increased 8.3% for the fourth quarter of 2010 compared to 2009 primarily due to increased hardware revenue. The improved economic conditions helped increase ZES sales primarily in the automotiveSelling and industrial manufacturing verticals. Increases were offset by a reduction to installation services revenue associated with customer project implementations delays. Gross margin dollars increased slightly in the fourth quarter over 2009, yet the margin percentages for the 2010 quarter declined primarily driven by revenue mix change and license revenue which was not recognized from customer project implementation delays.

ZES operatingmarketing expenses in the fourth quarter of 2010 compared to 2009 are summarized below (in thousands):

 

   Three Months Ended   Increase / (Decrease) 
   December 31,
2010
   December 31,
2009
   

Payroll and benefit costs

    $10,575          $9,951          $624      

Business development

   744         276         468      

Travel and entertainment

   1,074         822         252      

Exit, restructuring and integration costs

   443         866         (423)      

Litigation settlement

   (1,082)        —         (1,082)     

Amortization expense

   1,589         1,917         (328)     

Other changes

   3,792         3,192         600      
               

Total operating expenses

    $17,135          $17,024          $111      
               
   Year Ended   Increase / (Decrease) 
   December 31,
2011
   December 31,
2010
   

Payroll and benefit costs

    $75,436          $70,539          $4,897      

Business development

   23,022         20,608         2,414      

Professional services expense

   3,538         2,308         1,230      

Travel and entertainment expenses

   8,068         6,421         1,647      

Offsite meetings

   3,362         884         2,478      

Other changes

   14,371         11,605         2,766      
  

 

 

   

 

 

   

 

 

 

Total selling and marketing expenses

    $127,797          $112,365          $15,432      
  

 

 

   

 

 

   

 

 

 

ZES operatingSelling and marketing expenses for the fourth quarter of 2010 were higher than 2009in 2011 primarily due to increases inincreased payroll and benefit costs related to the addition of more sales-related Zebra personnel in geographic regions with high-growth opportunities and increased sales volume. Payroll and benefit cost increases include salaries, bonus, commissions, benefits and payroll taxes. Other selling and marketing consulting,expense categories also increased over 2010 levels due to higher expenses relating to the addition of Zebra sales representatives to expand Zebra’s global reach into new developing geographic regions and a global partner conference in 2011.

Research and development costs

The development of new products and enhancement of existing products are important to Zebra’s business and growth prospects. To maintain and build our product pipeline, we continue to make investments in research and development. In 2011 we introduced 13 new printer related products and 10 location software and hardware releases. Products introduced in 2011 include printers in the mobile, desktop, and card lines and well as related accessories. Zebra is receiving positive customer responses to its recently introduced QLn wireless mobile printer which incorporates a flexible user interface for easy configuration. Also introduced and meeting Zebra’s customers’needs in 2011 is Zebra’s ZXP8 retransfer card printer which is utilized for printing secure employee IDs. In 2010, we introduced an updated two inch “plus” light duty printer and a new Xi4 high-performance printer. We also introduced innovative new IQ color labels which enables customers to print spot colors on predetermined areas of a label using any Zebra thermal label printer. This breakthrough product enhances readability, increases business efficiency and improves safety.

Quarterly product development expenses fluctuate depending on the status of ongoing projects. We are committed to a long-term strategy of significant investment in product development. Research and development costs are summarized below (in thousands):

   Year Ended   Increase / (Decrease) 
   December 31,
2011
   December 31,
2010
   

Payroll and benefit costs

    $59,087          $54,602          $4,485      

Professional services expenses

   8,708         7,802         906      

Travel and entertainment expenses

   2,585         2,164         421      

Shipping expense

   693         238         455      

Other changes

   18,853         17,769         1,084      
  

 

 

   

 

 

   

 

 

 

Total research and development costs

    $89,926          $82,575          $7,351      
  

 

 

   

 

 

   

 

 

 

The increases in research and development costs relate to increased payroll and benefit costs, compliance and project expenses to bring new products to market.

General and traveladministrative expenses

General and entertainment costs. Theseadministrative expenses are summarized below (in thousands):

   Year Ended   Increase / (Decrease) 
   December 31,
2011
   December 31,
2010
   

Payroll and benefit costs

    $40,975          $36,833          $4,142      

Professional services expenses

   10,848         9,987         861      

Information systems expenses

   12,138         10,547         1,591      

Depreciation expense

   9,232         8,221         1,011      

Other changes

   8,456         7,641         815      
  

 

 

   

 

 

   

 

 

 

Total general and administrative expenses

    $81,649          $73,229          $8,420      
  

 

 

   

 

 

   

 

 

 

General and administrative expenses increased over 2010 amounts from larger incentive costs related to merit increases were offset by reductions to exit, restructuring and integration costs and lower amortization expenseequity incentives. Professional fees increased slightly due to an intangible asset being fully amortized at the endNavis and proveo dispositions in 2011, and the utilization of 2009. ZES received fundsprofessional services in the fourthexpanding geographic regions. Information systems costs increased slightly primarily in the maintenance and service contracts area.

Amortization of intangible assets

Amortization of intangible assets increased $109,000 during 2011 due to additions of patents during the year.

Litigation settlement

In 2010 Zebra received litigation settlement proceeds of $1,082,000 related to our acquisition of MSSI in 2008.

Exit and restructuring costs

Exit and restructuring costs in 2011 of $2,041,000 relate to the consolidation of our Location Solutions product line following the divestiture of Navis in the first quarter of 2011. Costs in 2010 of $2,262,000 relate to the completion of the production transfer to Jabil. See Note 10 of the Consolidated Financial Statements included in this Annual Report on Form 10-K for a more detailed discussion of exit and restructuring charges.

Operating income

The operating income increase for 2011 was the result of increased sales and gross profit as noted above.

Other income (expense)

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

   Year Ended 
   December 31,
2011
     December 31,
2010
 

Investment income

  $1,944     $2,678  

Foreign exchange loss

   (2,006    (169

Other, net

   (2,255    (1,117
  

 

 

    

 

 

 

Total other income (expense)

  $(2,317   $1,392  
  

 

 

    

 

 

 
   Year Ended 
Rate of return analysis:  December 31,
2011
     December 31,
2010
 

Average cash and marketable securities balances

  $292,646     $251,812  

Annualized rate of return

   0.7    1.1

Investment income declined overall from lower short-term interest rates in 2011 compared with 2010 even though cash and investment balances were higher in 2011 versus 2010.

Income taxes

The effective income tax rate for 2011 was 27.5% compared with an income tax rate of 30.1% for 2010. Zebra’s effective tax rate for the first quarter of 2010 fromincluded a litigation settlements$2,764,000 reduction of federal taxes related to escrowed purchase funds.

improperly accounting for the tax impact on intercompany profit generated from intercompany sales in 2009. This adjustment reduced our effective rate for 2010 by approximately 1.8%. Zebra’s effective rate has also decreased in 2011 due to higher profits in lower rate international jurisdictions.

Income (loss) discontinued operations

The income from discontinued operations in 2011 relates to the sale of Navis LLC and proveo AG, offset by losses on discontinued operations. The loss from discontinued operations for 2010 represents the results of operations for the entities we divested in 2011.

ResultsComparison of Operations: Year endedYears Ended December 31, 2010 versus Year ended December 31,and 2009

Consolidated Results of Operations

(Amounts in thousands, except percentages)

 

  Year Ended   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
   Year Ended             
  December 31,
2010
   December 31,
2009
     December 31,
2010
   December 31,
2009
   Percent
Change
   Percent of
Net Sales - 2010
   Percent of
Net Sales - 2009
 

Net Sales

                    

Tangible products

    $855,269          $701,044         22.0         89.4         87.2          $849,530          $696,103         22.0         95.0         94.3      

Service & software

   101,579         102,541         (0.9)        10.6         12.8         44,829         42,379         5.8         5.0         5.7      
                    

 

   

 

     

 

   

 

 

Total net sales

   956,848         803,585         19.1         100.0         100.0         894,359         738,482         21.1         100.0         100.0      

Cost of Sales

                    

Tangible products

   455,007         401,727         13.3         47.6         50.0         450,630         398,316         13.1         50.4         53.9      

Service & software

   40,972         41,137         (0.4)        4.3         5.1         22,954         22,579         1.7         2.6         3.1      
     ��              

 

   

 

     

 

   

 

 

Total cost of sales

   495,979         442,864         12.0         51.8         55.1         473,584         420,895         12.5         53.0         57.0      
  

 

   

 

     

 

   

 

 
                  

Gross profit

   460,869         360,721         27.8         48.2         44.9         420,775         317,587         32.5         47.0         43.0      

Operating expenses

   317,017         291,919         8.6         33.1         36.3         272,560         247,308         10.2         30.5         33.5      
                    

 

   

 

     

 

   

 

 

Operating income

   143,852         68,802         109.1         15.0         8.6         148,215         70,279         110.9         16.5         9.5      

Other income

   1,083         1,721         (37.1)        0.1         0.2      

Other income (expense)

   1,392         2,040         (31.8)        0.2         0.3      
                    

 

   

 

     

 

   

 

 

Income before income taxes

   144,935         70,523         105.5         15.1         8.8      

Income from continuing operations before income taxes

   149,607         72,319         106.9         16.7         9.8      

Income taxes

   43,157         23,419         84.3         4.5         2.9         44,993         23,828         88.8         5.0         3.2      
  

 

   

 

     

 

   

 

 

Income from continuing operations

   104,614         48,491         115.7         11.7         6.6      

Income (loss) from discontinued operations, net of tax

   (2,836)        (1,387)        104.5         (0.3)        (0.2)     
                    

 

   

 

     

 

   

 

 

Net income

    $101,778          $47,104         116.1         10.6         5.9          $101,778          $47,104         116.1         11.4         6.4      
                    

 

   

 

     

 

   

 

 

Diluted earnings per share

    $1.77          $0.79            

Diluted earnings per share:

          

Income from continuing operations

    $1.82          $0.81         124.7          

Income (loss) from discontinued operations

   (0.05)        (0.02)        150.0          
                

 

   

 

       

Net income

    $1.77          $0.79         124.1          
  

 

   

 

       

Consolidated Results of Operations – Year to date

Sales

Net sales for the year ended December 31, 2010, compared with 2009 increased 19.1%21.1% from 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 24.4% for the 2010 year compared to levels in 2009. The average selling price increased from $522 in 2009 to $533 in 2010, or by 2.1% due primarily to changes in product mix.

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

 

  Year Ended   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
 

Product Category

  Year Ended   Percent
Change
   Percent of
Net  Sales 2010
   Percent of
Net  Sales 2009
 
December 31,   December 31,   
  December 31,
2010
   December 31,
2009
   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
  2010   2009   

Hardware

    $682,455          $539,934            $676,738          $534,993         26.5         75.7         72.5      

Supplies

   167,633         155,847         7.6         17.5         19.4         167,633         155,847         7.6         18.7         21.1      

Service and software

   101,579         102,541         (0.9)        10.6         12.8         44,829         42,379         5.8         5.0         5.7      
                    

 

   

 

     

 

   

 

 

Subtotal

   951,667         798,322         19.2         99.5         99.3         889,200         733,219         21.3         99.4         99.3      

Shipping and handling

   5,181         5,263         (1.6)        0.5         0.7         5,159         5,263         (2.0)        0.6         0.7      
                    

 

   

 

     

 

   

 

 

Total sales

    $956,848          $803,585         19.1         100.0         100.0          $894,359          $738,482         21.1         100.0         100.0      
                    

 

   

 

     

 

   

 

 

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

   Year Ended   Percent
Change
   Percent of
Net  Sales 2010
   Percent of
Net  Sales 2009
 
   December 31,   December 31,       

Geographic Region

  2010   2009       

Europe, Middle East and Africa

    $305,659          $256,939         19.0         34.2         34.8      

Latin America

   80,679         60,466         33.4         9.0         8.2      

Asia-Pacific

   113,156         72,735         55.6         12.7         9.8      
  

 

 

   

 

 

     

 

 

   

 

 

 

Total International

   499,494         390,140         28.0         55.9         52.8      

North America

   394,865         348,342         13.4         44.1         47.2      
  

 

 

   

 

 

     

 

 

   

 

 

 

Total sales

    $894,359          $738,482         21.1         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 and as a result of greater investment in sales and marketing resources. Movements in foreign exchange rates decreased sales in 2010 by $13,733,000 in the Europe, Middle East and Africa regions principally due to a weaker euro against the dollar compared to 2009 levels.

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

   Year Ended   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
 

Geographic Region

  December 31,
2010
   December 31,
2009
       

Europe, Middle East and Africa

    $338,573          $294,296         15.0         35.4         36.6      

Latin America

   87,278         65,060         34.2         9.1         8.1      

Asia-Pacific

   123,796         82,120         50.8         12.9         10.2      
                      

Total International

   549,647         441,476         24.5         57.4         54.9      

North America

   407,201         362,109         12.5         42.6         45.1      
                      

Total sales

    $956,848          $803,585         19.1         100.0         100.0      
                      

Gross Profitprofit

Gross profit increased 27.8%32.5% due to higher volumes and an improved product mix, with increased sales primarily in mobile, high-performance and mid-range table top printers, partially offset by $13,552,000 in higher freight costs in 2010. Gross profit was affected by unfavorable foreign currency movements which decreased gross profit by $12,172,000. As a percentage of sales, gross margin improved from 44.9%43% to 48.2%47%. The benefit of outsourcing printer production to a third party, higher volumes, a favorable product mix and continued cost control contributed to the increase in gross margin.

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

   Year Ended December 31,   Percent Change 
   2010   2009   

Total printers shipped

   1,057,744         850,230        24.4     

Average selling price of printers shipped

    $533          $522        2.1     

For 2010, product unit volumes increased in nearly all printer product lines compared to the same periods of 2009, with notable volume increases in high-performance and midrange table top, desktop, and mobile. These increases were offset by a reduction in photo printers as this line was discontinued in 2009. Printer unit volume increased 24.4% for the 2010 year compared to levels in 2009. The average selling price increased from $522 in 2009 to $533 in 2010, or by 2.1% due primarily to changes in product mix.

Operating Expensesexpenses

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

 

  Year Ended       Percent of
Net  Sales 2010
   Percent of
Net  Sales 2009
 
  Year Ended   Percent
Change
   Percent of
Net  Sales 2010
   Percent of
Net  Sales 2009
   December 31,   December 31,   Percent   

Operating Expenses

  December 31,
2010
   December 31,
2009
     2010   2009   Change   

Selling and marketing

    $122,689          $102,535         19.7         12.8         12.8          $112,365          $92,043         22.1         12.6         12.5      

Research and development

   101,930         86,390         18.0         10.7         10.7         82,575         66,477         24.2         9.2         9.0      

General and administrative

   79,710         81,395         (2.1)        8.3         10.1         73,229         75,932         (3.6)        8.2         10.3      

Amortization of intangible assets

   9,573         10,466         (8.5)        1.0         1.3         3,211         2,954         8.7��        0.4         0.4      

Litigation settlement

   (1,082)        —         —         (0.1)        —         (1,082)        —         —         (0.1)        —      

Asset impairment charges

   —         (1,058)        (100.0)        —         (0.1)     

Exit, restructuring and integration costs

   4,197         12,191         (65.6)        0.4         1.5      

Exit and restructuring costs

   2,262         9,902         (77.2)        0.3         1.3      
                    

 

   

 

     

 

   

 

 

Total operating expenses

    $317,017          $291,919         8.6         33.1         36.3          $272,560          $247,308         10.2         30.5         33.5      
                    

 

   

 

     

 

   

 

 

Operating expenses for the 2010 compared to 2009 increased 8.6%10.2% 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 $893,000increased by $257,000 due to an intangible asset being fully amortized atsoftware license and license agreement purchases in the endsecond half of 2009.2010. Expenses in 2010 were reduced by the receipt of an escrow claim litigation settlement received in the fourth quarter of 2010. During the second quarter of 2009, $1,495,000 of the goodwill impairment charge recorded at the end of 2008 was reversed and a $437,000 impairment charge was recorded related to an intangible asset in our ZES segment.

Exit restructuring and integrationrestructuring costs decreased in 2010 as compared to 2009 as activities related to the shutdown of our production lines as part of the transition to outsourcing and the integration of our ZES businesses have decreased substantially in 2010.outsourcing. Zebra’s program for outsourcing its manufacturing operations is complete and the related restructuring costs for this program ended. In addition, integration costs associated with integrating the Zebra Enterprise Solutions (ZES) businesses were completed in 2009.

Selling and Marketing Expensesmarketing expenses

Selling and marketing expenses are summarized below (in thousands):

 

 Year Ended Increase / (Decrease)   Year Ended   Increase /(Decrease) 
 December 31,
2010
 December 31,
2009
   December 31,
2010
   December 31,
2009
   

Payroll and benefit costs

   $76,720         $64,491         $12,229          $70,539          $  57,546          $12,993      

Business Development

  21,660        17,781        3,879         20,608         17,110         3,498      

Travel and entertainment expenses

  7,834        5,681        2,153         6,421         4,565         1,856      

Other changes

  16,475        14,582        1,893         14,797         12,822         1,975      
           

 

   

 

   

 

 

Total selling and marketing expenses

   $122,689         $102,535         $20,154          $112,365          $92,043          $20,322      
           

 

   

 

   

 

 

Selling and marketing expenses were higher in 2010 primarily due to increased payroll and benefit costs related to expanding markets and increased sales volume. Payroll and benefit cost increases include salaries, bonus, commissions, benefits and payroll taxes. Other selling and marketing expense categories also increased over 2009 levels due to higher expenses relating to the addition of Zebra sales representatives to expand Zebra’s global reach into new developing geographic regions.

In 2009, comparable costs were lower due to a cost reduction program consisting primarily of headcount reductions implemented during the second half of 2008 in response to the difficult business environment. Expenditures for all types of advertising and marketing costs were lower in 2009 as part of our corporate wide cost control efforts in a challenging economy.

Research and Development Costsdevelopment costs

The development of new products and enhancement of existing products are important to Zebra’s business and growth prospects. To maintain and build our product pipeline, we continue to make investments in research and development. In 2010 we introduced an updated two inch “plus” light duty printer and a new Xi4 high-performance printer. In the fourth quarter of 2009 we began shipping our first re-transfer card printer which has photo-quality imaging for security and government use. We also introduced innovative new IQ color labels which enables customers to print spot colors on

predetermined areas of a label using any Zebra thermal label printer. This breakthrough product enhances readability, increases business efficiency and improves safety.

In 2010, Zebra Enterprise Solutions introduced new gate, vessel, billing, automation, analytics and monitoring capabilities in its terminal operating system solution, support for rack tracking, RFID support, and goods return for our manufacturing solution along with a new tag form factor for parts replenishment and a new Ethernet enabled proximity exciter. ZES also released enhancements to its equipment fleet management solution to provide added visibility for operator safety and equipment maintenance.

Quarterly product development expenses fluctuate widely depending on the status of ongoing projects. We are committed to a long-term strategy of significant investment in product development. Research and development costs are summarized below (in thousands):

 

 Year Ended Increase / (Decrease)   Year Ended   Increase /(Decrease) 
 December 31,
2010
 December 31,
2009
   December 31,
2010
   December 31,
2009
   

Payroll and benefit costs

   $70,243         $63,036         $7,207          $  54,602          $  46,545          $  8,057      

Professional services expenses

  8,069        5,165        2,904      

Professional services

   7,802         5,001         2,801      

Project expenses

  7,943        4,765        3,178         7,943         4,765         3,178      

Travel and entertainment expenses

  2,749        1,867        882         2,164         1,554         610      

Other changes

  12,926        11,557        1,369         10,064         8,612         1,452      
           

 

   

 

   

 

 

Total research and development costs

   $101,930         $86,390         $15,540          $  82,575          $  66,477          $16,098      
           

 

   

 

   

 

 

The increases in research and development costs relate to increased payroll and benefit costs, compliance and project expenses to bring new products to market.

General and Administrative Expensesadministrative expenses

General and administrative expenses are summarized below (in thousands):

 

   Year Ended   Increase / (Decrease) 
   December 31,
2010
   December 31,
2009
   

Payroll and benefit costs

    $41,446          $38,351          $3,095      

Professional services expenses

   10,372         12,474         (2,102)     

Travel and entertainment expenses

   1,837         1,332         505      

Depreciation expense

   9,519         9,869         (350)     

Gain (loss) on equipment

   (61)        829         (890)     

Other changes

   16,597         18,540         (1,943)     
               

Total general and administrative expenses

    $79,710          $81,395          $(1,685)     
               
   Year Ended   Increase /(Decrease) 
   December 31,
2010
   December 31,
2009
   

Payroll and benefit costs

    $  36,833          $  34,640          $2,193      

Professional services

   9,987         11,937         (1,950)     

Gain/(loss) on sale of equipment

   (61)        829         (890)     

Other changes

   26,470         28,526         (2,056)     
  

 

 

   

 

 

   

 

 

 

Total general and administrative expenses

    $73,229          $  75,932          $(2,703)     
  

 

 

   

 

 

   

 

 

 

General and administrative expenses decreased slightly overall. Payroll and benefit costs increased due to increased amounts in 2010 for bonus and benefits related to improved operating results in 2010. Consulting expenses related to business improvement initiatives in 2009 were reduced in 2010.

Amortization of Intangible Assetsintangible assets

Amortization of intangible assets decreased $893,000 during 2010intangibles increased by $257,000 due to an intangible asset being fully amortized atsoftware license and license agreement purchases in the endsecond half of 2009.2010.

Litigation Settlementsettlement

In 2010 Zebra received litigation settlement proceeds of $1,082,000 related to our acquisition of MSSI in 2008. See Note 20 for further information related to the litigation settlement.

Asset Impairment Charges

During the fourth quarter of 2008, we determined that certain impairment indicators existed related to identified intangible assets 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 goodwill and other intangible assets were impaired requiring total estimated impairment charges of $157,600,000 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 our original goodwill impairment. In 2009, we also recorded an impairment charge for an intangible asset of $437,000. See Note 7 of the Consolidated Financial Statements included in this Annual Report on Form 10-K for a more detailed discussion of the asset impairment charges.

Exit Restructuring and Integration Chargesrestructuring costs

For 2010, exit and restructuring costs were $4,197,000.$2,262,000. For 2009, exit and restructuring costs were $8,985,000 and integration costs were $3,206,000.$9,902,000. The reduction is due to the completion of our production outsourcing. See Note 9 of the Consolidated Financial Statements included in this Annual Report on Form 10-K10 for a more detailed discussion of thefurther information related to exit and restructuring and integration charges.costs.

Other Income

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

 

   Year Ended 
   December 31,
2010
       December 31,
2009
 

Investment income

    $2,681         $2,933   

Foreign exchange loss

     (213        (45 

Other, net

     (1,385        (1,167 
            

Total other income

    $1,083         $1,721   
            

  Year Ended 
  December 31,
2010
   December 31,
2009
 

Investment income

    $2,678          $  2,931      

Foreign exchange loss

   (169)        (104)     

Other, net

   (1,117)        (787)     
  

 

   

 

 

Total other income

    $1,392          $  2,040      
  

 

   

 

 
  Year Ended   Year Ended 
Rate of Return Analysis:  December 31,
2010
       December 31,
2009
   December 31,
2010
   December 31,
2009
 

Average cash and marketable securities balances

    $253,310          $235,803        $  251,812          $  233,218      

Annualized rate of return

     1.1%           1.2%       1.1%         1.3%     

Investment income for 2009 was reduced by $958,000 lower due tofrom write-downs recorded in 2009 related to losses on equity investments. Investment income for 2009 was $2,933,000 compared to $2,681,000 in 2010. Excluding the 2009 write-downs, Zebra’s annualized rate of return would have been 1.6%1.7% for 2009. Considering this item, investment income in 2010 actually declined primarily from lower short-term interest rates in 2010 compared with 2009. Cash and marketable securities balances for 2010 have increased compared to 2009 as a result of increased cash from operations.

Operating Income (Loss)

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

Income Taxes

The effective income tax rate for 2010 was 29.8%30.1% compared with an income tax rate of 33.2%32.9% for 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’ adjustmentsimproperly accounting for the tax impact on intercompany profit generated from intercompany sales in ending inventory which2009. This adjustment reduced our effective rate for 2010 by 1.9%approximately 1.8%. The tax rate decrease for 2010 versus 2009 reflects an extension of Federal R&D tax credits. The company’s consolidated global tax rate has declined as Zebra’s business continued to expand more rapidly in international regions that have lower tax rates.

Business Groups

Specialty Printing Group - Year to date

(Amounts in thousands, except percentages)

   Year Ended   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
 
   December 31,
2010
   December 31,
2009
       

Net Sales

          

Tangible products

    $834,392          $688,057         21.3         95.8         95.2      

Service & software

   36,644         34,499         6.2         4.2         4.8      
                      

Total net sales

   871,036         722,556         20.5         100.0         100.0      

Cost of Sales

          

Tangible products

   437,936         392,298         11.6         50.3         54.3      

Service & software

   19,432         18,013         7.9         2.2         2.5      
                      

Total cost of sales

   457,368         410,311         11.5         52.5         56.8      
                      

Gross profit

   413,668         312,245         32.5         47.5         43.2      

Operating expenses

   183,770         164,124         12.0         21.1         22.7      
                      

Operating income (loss)

    $229,898          $148,121         55.2         26.4         20.5      
                      

Specialty Printing Group – Year to date

Net sales for SPG increased 20.5% for 2010 as compared to 2009 with the highest percentage growth in sales occurring in Latin America and Asia Pacific, and the highest dollar growth occurring in North America, Latin 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 for SPG increased from higher volumes and an improved product mix, with increased sales primarily in mobile, high-performance and mid-range table top printers, partially offset by $13,552,000 in higher freight costs in 2010. Gross profit was affected by unfavorable foreign currency movements which decreased gross profit by $12,172,000. As a percentage of sales, gross margin increased. The benefit of outsourcing printer production to a third party, higher volumes, improved product mix and continued cost control contributed to the increase in gross margin.

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

   Year Ended         
   December 31,
2010
   December 31,
2009
   Percent
Change
     

Total printers shipped

   1,057,744         850,230         24.4        

Average selling price of printers shipped

    $533          $522         2.1        

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

Operating expenses for SPG are summarized below (in thousands):

   Year Ended     
   December 31,
2010
   December 31,
2009
   Increase / (Decrease) 

Payroll and benefit costs

    $112,824          $97,010          $15,814      

Business development

   17,996         15,530         2,466      

Project expenses

   6,646         4,411         2,235      

Travel & entertainment

   7,314         5,416         1,898      

I.S. expenses

   2,977         2,278         699      

Recruiting Fees

   761         272         489      

Sales meeting expenses

   883         441         442      

Exit and restructuring costs

   2,123         7,819         (5,696)     

Other changes

   32,246         30,947         1,299      
               

Total operating expenses

    $183,770          $164,124          $19,646      
               

Operating expenses for SPG increased primarily due 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 was completed in 2010.

Zebra Enterprise Solutions - Year to date

(Amounts in thousands, except percentages)

   Year Ended   Percent
Change
   Percent  of
Net Sales 2010
   Percent  of
Net Sales 2009
 
   December 31,
2010
   December 31,
2009
       

Net Sales

          

Tangible products

    $20,877          $12,987         60.8         24.3         16.0      

Service & software

   64,935         68,042         (4.6)        75.7         84.0      
                      

Total net sales

   85,812         81,029         5.9         100.0         100.0      

Cost of Sales

          

Tangible products

   17,071         9,429         81.0         19.9         11.6      

Service & software

   21,540         23,124         (6.9)        25.1         28.5      
                      

Total cost of sales

   38,611         32,553         18.6         45.0         40.2      
                      

Gross profit

   47,201         48,476         (2.6)        55.0         59.8      

Operating expenses

   66,772         63,730         4.8         77.8         78.7      
                      

Operating loss

    $(19,571)         $(15,254)        28.3         (22.8)        (18.9)     
                      

Zebra Enterprise Solutions – Year to date

ZES sales increased 5.9% for the year compared to 2009 primarily due to higher sales of hardware related to bookings and steady license revenue. ZES sales increased primarily in the automotive and industrial manufacturing verticals. Services remained steady in a difficult economy. Margins declined as a result of the change in sales mix.

ZES operating expenses are summarized below (in thousands):

   Year Ended   Increase / (Decrease) 
   December 31,
2010
   December 31,
2009
   

Payroll and benefit costs

    $40,944          $37,576          $3,368      

Business development

   2,326         1,108         1,218      

Outside professional services

   2,539         1,696         843      

Project expenses

   1,203         508         695      

Travel & entertainment

   3,809         2,569         1,240      

Exit, restructuring and integration costs

   673         4,210         (3,537)     

Impairment charges

   —         (1,059)        1,059      

Amortization expense

   6,568         7,712         (1,144)     

Litigation settlements

   (1,082)        —         (1,082)     

Other changes

   9,792         9,410         382      
               

Total operating expenses

    $66,772          $63,730          $3,042      
               

ZES operating expenses for the year were 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 lower provision required for receivables, reduced integration costs, and lower amortization expense due to an intangible asset being fully amortized at the end of 2009. Included in operating expenses for 2010 is a $1,082,000 in litigation settlement proceeds from escrow claims related to our acquisitions. See Note 20 of the Notes to the Consolidated Financial Statements for further information related to the escrow claim.

Comparison of Years Ended December 31, 2009 and 2008

Consolidated Results of Operations

(Amounts in thousands, except percentages)

   Year Ended                      
              
   

December 31,

2009

   

December 31,

2008

   

Percent

Change

   

Percent of

Net Sales - 2009

   

Percent of

Net Sales - 2008

 
                         

Net Sales

                

Tangible products

    $  701,044       $  871,587     (19.6    87.2     89.2  

Service & software

   102,541      105,113     (2.4    12.8     10.8  
                      

Total net sales

   803,585      976,700     (17.7    100.0     100.0  

Cost of Sales

                

Tangible products

   401,727      452,208     (11.2    50.0     46.3  

Service & software

   41,137      45,187     (9.0    5.1     4.6  
                      

Total cost of sales

   442,864      497,395     (11.0    55.1     50.9  
                      

Gross profit

   360,721      479,305     (24.7    44.9     49.1  

Operating expenses

   291,919      494,651     (41.0    36.3     50.6  
                      

Operating income (loss)

   68,802      (15,346)    548.3      8.6     (1.5) 

Other income

   1,721      3,433     (49.9    0.2     0.3  
                      

Income (loss) before income taxes

   70,523      (11,913)    692.0      8.8     (1.2) 

Income taxes

   23,419      26,508     (11.7    2.9     2.7  
                      

Net income (loss)

    $47,104     $(38,421)    222.6      5.9     (3.9) 
                      

Diluted earnings (loss) per share

    $0.79     $(0.60)          
                   

Consolidated Results of Operations – Year to date

Sales

Net sales for the year ended December 31, 2009 compared with 2008 decreased 17.7%, due primarily to global economic conditions. Sales in each geographic region also were down by similar percentages. The decreases in sales were largely attributable to a decline in hardware sales volume. Hardware sales declined proportionally more for our high-performance, midrange table top and desk top printers, which carry a higher sales price and are more profitable. Notable weakness in sales from the economic downturn began in the third quarter of 2008 and continued throughout 2009.

Cash flow hedging activities in 2009 increased revenues by $603,000 compared with a decrease in revenues from cash flow hedging in 2008 of $12,354,000.

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

   Year Ended             
              
Product Category  

December 31,

2009

   

December 31,

2008

   

Percent

Change

   Percent of
Net Sales - 2009
   

Percent of

Net Sales - 2008

 
                         

Hardware

    $  539,934       $  692,638      (22.0)    67.1      70.9   

Supplies

   155,847      172,106      (9.4)    19.4      17.6   

Service and software

   102,541      105,113      (2.4)    12.8      10.8   

Shipping and handling

   5,263      6,843      (23.1)    0.7      0.7   
                      

Total sales

    $  803,585       $  976,700      (17.7)    100.0      100.0   
                      

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

   Year Ended   Percent
Change
   Percent of
Net Sales - 2009
   Percent  of
Net Sales - 2008
 

Geographic Region

  December 31,
2009
   December 31,
2008
       

Europe, Middle East and Africa

    $294,296         $353,273        (16.7)      36.6        36.2     

Latin America

   65,060        76,489        (14.9)      8.1        7.8     

Asia-Pacific

   82,120        102,672        (20.0)      10.2        10.5     
                      

Total International

   441,476        532,434        (17.1)      54.9        54.5     

North America

   362,109        444,266        (18.5)      45.1        45.5     
                      

Total sales

    $803,585         $976,700        (17.7)      100.0        100.0     
                      

Gross Profit

Gross profit in 2009 compared with 2008 decreased due to lower volumes and a less favorable product mix. Higher freight costs were incurred in order to meet customer demand in 2009, primarily in the fourth quarter. Unfavorable foreign exchange rates in 2009 decreased gross profit in 2009 by $16,745,000, net of hedges. These factors were partially offset by the benefit of outsourcing and the full year effect of continued cost containment efforts in 2009.

Operating Expenses

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

   Year Ended   Percent
Change
   Percent of
Net  Sales 2009
   Percent of
Net  Sales 2008
 

Operating Expenses

  December 31,
2009
   December 31,
2008
       

Selling and marketing

    $102,535          $126,325        (18.8)      12.8        12.9     

Research and development

   86,390        95,800        (10.0)      10.7        9.8     

General and administrative

   81,395        81,644        —         10.1        8.4     

Amortization of intangible assets

   10,466        18,575        (43.7)      1.3        1.9     

Litigation settlement

   —         (5,302)        100.0      —         (0.5)     

Asset impairment charges

   (1,058)        157,600        (100.7)      (0.1)        16.1     

Exit, restructuring and integration costs

   12,191        20,009        (39.1)      1.5        2.0     
                      

Total operating expenses

    $291,919         $494,651        (41.0)      36.3        50.6     
                      

Lower overall operating expenses for 2009 compared to 2008 resulted from decreases in several categories including payroll costs primarily from lower staffing levels, outside commissions, project costs, and travel and entertainment expenses. Amortization of intangibles decreased due to impairments recorded in the fourth quarter of 2008 for the impairment of goodwill, intellectual property and other assets. Expenses in 2008 were reduced by the receipt of an escrow claim litigation settlement received in the third quarter of 2008. The above reductions were partially offset by increases in general and administrative expenses for consulting and benefit costs in 2009.

During the fourth quarter or 2008, we took charges totaling $157,600,000 for the impairment of goodwill, intellectual property and other assets. During the second quarter of 2009, $1,495,000 of the goodwill impairment charge was reversed and a $437,000 impairment charge was recorded related to an intangible asset in our ZES segment.

Exit, restructuring and integration costs decreased in 2009 as compared to 2008 as activities related to the ramp down of our production lines and the integration of our ZES businesses have substantially decreased.

Selling and Marketing Expenses

Selling and marketing expenses are summarized below (in thousands):

   Year Ended   Increase/(Decrease) 
   December 31,
2009
   December 31,
2008
   

Payroll and benefit costs

    $64,920         $75,986         $(11,066)    

Advertising and market development fund costs

   17,781        23,078        (5,297)    

Professional services expenses

   2,826        3,434        (608)    

Travel and entertainment expenses

   5,681        8,133        (2,452)    

Offsite meetings

   418        3,659        (3,241)    

Other changes

   10,909        12,035        (1,126)    
               

Total selling and marketing expenses

    $102,535         $126,325         $(23,790)    
               

Selling and marketing expenses decreased in 2009 due to a cost reduction program consisting primarily of headcount reductions implemented during the second half of 2008 in response to the current difficult business environment. Expenditures for all types of advertising and marketing costs were reduced in 2009 as part of our corporate wide cost control efforts in a challenging economy. Zebra’s reduced sales volume also resulted in lower commissions.

Research and Development Costs

The development of new products and enhancement of existing products are important to Zebra’s business and growth prospects. To maintain and build our product pipeline, we continue to make investments in research and development. In 2009 we introduced an updated two inch “plus” light duty printer and a new Xi4 high-performance printer. In the fourth quarter of 2009 we began shipping our first re-transfer card printer which has photo-quality imaging for security and government use. We also introduced innovative new IQ color labels which enables customers to print spot colors on predetermined areas of a label using any Zebra thermal label printer. This breakthrough product enhances readability, increases business efficiency and improves safety.

In 2009, Zebra Enterprise Solutions introduced new gate, vessel, billing, automation, analytics and monitoring capabilities in its TOS solution, support for rack tracking, RFID support, and goods return for our manufacturing solution along with a new tag form factor for parts replenishment and a new Ethernet enabled proximity exciter. ZES also released enhancements to its equipment fleet management solution to provide added visibility for operator safety and equipment maintenance.

Quarterly product development expenses fluctuate widely depending on the status of ongoing projects. We are committed to a long-term strategy of significant investment in product development. Research and development costs are summarized below (in thousands):

   Year Ended   Increase/(Decrease) 
   December 31,
2009
   December 31,
2008
   

Payroll and benefit costs

    $63,323         $66,652         $(3,329)    

Professional services expenses

   5,165        7,144        (1,979)    

Project expenses

   4,765        8,341        (3,576)    

Travel and entertainment expenses

   1,867        2,445        (578)    

Other changes

   11,270        11,218        52    
               

Total research and development costs

    $86,390         $95,800         $(9,410)    
               

The decreases are primarily related to cost reductions taken in 2008 which decreased research and development costs for the full year of 2009. Expenditures in this area were reduced as part of our corporate wide cost control efforts in a challenging economy.

General and Administrative Expenses

General and administrative expenses are summarized below (in thousands):

   Year Ended   Increase/(Decrease) 
   December 31,
2009
   December 31,
2008
   

Payroll and benefit costs

    $38,609         $40,394         $(1,785)     

Professional services expenses

   12,474        10,626        1,848     

Travel and entertainment expenses

   1,332        2,172        (840)     

Recruiting fees

   216        2,888        (2,672)     

Depreciation expense

   9,869        8,101        1,768     

Gain/loss on sale of assets and equipment

   810        (1,127)        1,937     

Other changes

   18,085        18,590        (505)     
               

Total general and administrative expenses

    $81,395         $81,644         $(249)     
               

General and administrative expenses decreased due to a cost reduction program consisting primarily of headcount reductions implemented during the second half of 2008 in response to the current difficult business environment. Offsetting the previously mentioned cost reduction were increases in consulting expenses related to business improvement initiatives and depreciation related to a worldwide enterprise resource planning system implementation.

Amortization of Intangible Assets

Amortization of intangible assets decreased $8,109,000 during 2009 due to intangible asset write-downs in the fourth quarter of 2008. See Asset impairment charges below for more details.

Litigation Settlement

In 2008 Zebra received a litigation settlement related to our recent acquisition of WhereNet. See Note 20 for further information related to the litigation settlement.

Asset Impairment Charges

During the fourth quarter of 2008, we determined that certain impairment indicators existed related to identified intangible assets 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 goodwill and other intangible assets were impaired requiring total estimated impairment charges of $157,600,000 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 our original goodwill impairment. In 2009, we also recorded an impairment charge for an intangible asset or $437,000. See Note 7 of the Consolidated Financial Statements included in this Annual Report on Form 10-K for a more detailed discussion of the asset impairment charges.

Exit, Restructuring and Integration Charges

For 2009, exit and restructuring costs were $8,985,000 and integration costs were $3,206,000. For 2008, exit and restructuring costs were $16,650,000 and integration costs were $3,359,000. The reduction is due to the substantial completion of our production outsourcing. See Note 9 of the Consolidated Financial Statements included in this Annual Report on Form 10-K for a more detailed discussion of the exit, restructuring and integration charges.

Other Income

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

   Year Ended 
   December 31,
2009
       December 31,
2008
 

Investment income (loss)

    $2,933         $1,281   

Foreign exchange gain (loss)

     (45        3,518   

Other, net

     (1,167        (1,366 
            

Total other income (loss)

    $1,721         $3,433   
            

Rate of Return Analysis:

            

Average cash and marketable securities balances

    $235,803         $253,033   

Annualized rate of return

     1.2%          0.5%   

Investment income for 2009 would have been $958,000 higher due to write-downs recorded in 2009 related to losses on equity investments. Investment income for 2008 would have been $7,271,000 higher due to losses related to the write-down of an auction rate security of $4,374,000 and a long term equity investment in the amount of $2,897,000 in 2008. Excluding these write-downs, investment income for 2009 would have been $3,891,000 compared to $8,552,000 in 2008. Excluding the 2008 write-downs, Zebra’s annualized rate of return would have been 3.4% for 2008, while the 2009 rate of return would have been 1.6%. The investment income for 2008 was higher due to interest rates being higher in 2008 and Zebra’s cash balances also being higher throughout 2008. Cash and marketable securities balances for 2009 have decreased compared to 2008 as a result of payments for acquisitions and for the repurchase of Zebra Class A common stock.

Operating Income (Loss)

The increase in operating income for 2009 over 2008 is the result of cost containment efforts, reduced exit, restructuring and integration costs and the impairment charge recorded in 2008. The operating loss for 2008 is the result of the impairment charges which totaled $157,600,000. See Note 7 of the Consolidated Financial Statements included in this Annual Report on Form 10-K for a more detailed discussion of the asset impairment charges. Also significantly contributing to the operating loss in 2008 were exit, restructuring and integrations costs of $20,009,000, offset by the WhereNet litigation settlement of $5,302,000.

Income Taxes

The effective income tax rate for 2009 was 33.2%. The effective income tax rate for 2008 was not meaningful because a substantial portion of the impairment charges recorded in the fourth quarter of 2008 was not deductible for income tax purposes.

Business Groups

Specialty Printing Group - Year to date

(Amounts in thousands, except percentages)

   Year Ended   Percent
Change
   Percent  of
Net Sales - 2009
   Percent  of
Net Sales - 2008
 
   December 31,
2009
   December 31,
2008
       

Net Sales

          

Tangible products

    $688,057         $851,561        (19.2)     95.2        96.5     

Service & software

   34,499        30,898        11.7     4.8        3.5     
                      

Net sales

   722,556        882,459        (18.1)     100.0        100.0     

Cost of Sales

          

Tangible products

   392,298        439,471        (10.7)     54.3        49.8     

Service & software

   18,013        14,866        21.2     2.5        1.7     
                      

Cost of sales

   410,311        454,337        (9.7)     56.8        51.5     
                      

Gross profit

   312,245        428,122        (27.1)     43.2        48.5     

Operating expenses

   164,124        221,934        (26.0)     22.7        25.1     
                      

Operating income

    $148,121         $206,188        (28.2)     20.5        23.4     
                      

Specialty Printing Group – Year to date

Net sales for SPG decreased 18.1% for 2009 as compared to 2008, with comparable percentage declines in all regions, except for APAC which decreased modestly more than the other regions. New printer products (defined as printers released within 18 months prior to the end of the applicable fiscal period) accounted for 9.0% of printer sales during 2009, compared with 19.1% of printer sales for 2008.

Our international SPG sales are denominated in multiple currencies, primarily the U.S. dollar, British pound and euro. This diversity causes our reported sales to be subject to fluctuations based on changes in currency rates. The stronger U.S. dollar to the euro and the pound had a negative impact of approximately $21,890,000, net of hedges, on sales during 2009 compared with 2008. We typically hedge a portion of anticipated euro-denominated sales to partially protect Zebra against exchange rate movements. For the year, this program resulted in a gain on hedges of $603,000.

Gross profit margin for SPG was affected by unfavorable foreign currency rate movements, which decreased year to date gross profit versus 2008 gross profit by $16,745,000, net of hedges. Lower volume and a less favorable product mix reduced gross margins. Outsourcing of our manufacturing operations resulted in favorable improvement to gross margin in 2009.

Lower overall operating expenses resulted from decreases in payroll costs, business development costs, recruiting and relocation costs, outside commissions, project costs, travel and entertainment expenses, and offsite meetings. Much of the decreased payroll and benefit costs were a result of lower staffing levels and cost reduction initiatives. Amortization of intangibles was reduced by $3,010,000 for 2009 as compared to 2008 due to asset write-downs taken in 2008.

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

   Year Ended December 31,   Percent     
   2009   2008   Change     

Total printers shipped

   850,230        972,478        (12.6)     

Average selling price of printers shipped

    $522         $603        (13.4)     

For 2009, unit volumes decreased in nearly all printer product lines compared to the same periods of 2008, with notable volume decreases in high-performance and midrange table top, partially offset by an increase in kiosk volumes.

Operating expenses for SPG are summarized below (in thousands):

   Year Ended   Increase/(Decrease) 
   December 31,
2009
   December 31,
2008
   

Payroll and benefit costs

    $97,010         $115,461         $(18,451)    

Business development

   15,530        22,395        (6,865)    

Project expenses

   4,411        6,609        (2,198)    

Travel & entertainment

   5,416        7,198        (1,782)    

Sales meeting expenses

   441        3,109        (2,668)    

Exit and restructuring costs

   7,819        16,488        (8,669)    

Impairment charges

   —         14,680        (14,680)    

Loss (gain) on sale of assets & equipment

   802        (1,101)        1,903     

Facility relocation costs

   5        1,092        (1,087)    

Amortization expense

   2,754        5,764        (3,010)    

Stock options

   3,787        5,151        (1,364)    

Other changes

   26,149        25,088        1,061    
               

Total operating expenses

    $164,124         $221,934         $(57,810)    
               

Lower operating expenses for 2009 compared to 2008 resulted from decreases in payroll costs primarily from lower staffing levels and reduced spending as part of a corporate wide initiative to reduce costs in a challenging economy.

Exit and restructuring costs decreased in 2009 as compared to 2008 due to the reduction in activities associated with the transfer of our printer manufacturing to a third-party manufacturer and the closure in 2008 of our Warwick, Rhode Island, supplies manufacturing facility. Restructuring costs relate to organizational changes made in December 2008. Facility relocation costs relate to the move of our UK facility into a new location. Amortization of intangibles decreased due to impairments recorded in the fourth quarter of 2008. Impairment charges relate to the write-down of intellectual property from changes in valuations related to current economic conditions and the business outlook. The above reductions were partially offset by increases in general and administrative expenses for consulting and benefit costs in 2009.

Zebra Enterprise Solutions - Year to date

(Amounts in thousands, except percentages)

   Year Ended                      
              
   December 31,
2009
   December 31,
2008
   Percent
Change
   Percent of
Net Sales - 2009
   Percent of
Net Sales - 2008
 

Net Sales

               

Tangible products

    $  12,987      $  20,025     (35.1    16.0      21.2   

Service & software

   68,042     74,216     (8.3    84.0      78.8   
                      

Net sales

   81,029     94,241     (14.0    100.0      100.0   

Cost of Sales

               

Tangible products

   9,429     12,737     (26.0    11.6      13.5   

Service & software

   23,124     30,321     (23.7    28.5      32.2   
                      

Cost of sales

   32,553     43,058     (24.4    40.2      45.7   
                      

Gross profit

   48,476     51,183     (5.3    59.8      54.3   

Operating expenses

   63,730     217,149     (70.7    78.7      230.4   
                      

Operating loss

    $(15,254)   $(165,966)    (90.8    (18.9    (176.1) 
                      

Zebra Enterprise Solutions – Year to date

ZES sales decreased 14.0% for 2009 as compared to 2008 primarily due to the severely challenging economic conditions of ZES’ key markets, namely maritime and automotive markets. Sales declined in hardware and services but remained steady in license fees and maintenance support. Margins improved in services provided to customers due to reduced service costs.

ZES operating expenses are summarized below (in thousands):

   Year Ended     
   December 31,
2009
   December 31,
2008
   Increase/(Decrease) 

Payroll and benefit costs

    $37,576         $36,841         $735     

Outside professional services

   1,696        5,869        (4,173)    

Research & development

   149        1,827        (1,678)    

Travel & entertainment

   2,569        4,510        (1,941)    

Office services and supplies

   599        (1,052)       1,651     

Offsite meetings

   (16)       673        (689)    

Building allocation

   (1,696)       (572)       (1,124)    

Bad debt expense

   (74)       937        (1,011)    

Exit and restructuring

   1,004        —         1,004     

ZES integration

   3,206        3,359        (153)    

Impairment charges

   (1,059)       142,920        (143,979)    

Amortization expense

   7,712        12,811        (5,099)    

WhereNet escrow claim net settlement

   —         (5,302)       5,302     

Other changes

   12,064        14,328        (2,264)    
               

Total increase (decrease)

    $63,730         $217,149         $(153,419)    
               

ZES operating expenses for 2009 were lower than the 2008 level due to lower staffing levels which were offset by increased benefit costs and contract employees. Other operating expenses reductions resulted from cost containment efforts, collection of previously reserved accounts, reduced outside service costs, and lower amortization of intangibles due to asset write-downs in the fourth quarter of 2008. Amortization of intangibles was reduced by $5,099,000 for 2009 as compared to 2008. Included in operating expenses for 2008 is a $5,302,000 expense reduction related to a payment received from an escrow claim settlement related to our prior acquisition of WhereNet. See Note 20 of the Notes to the Consolidated Financial Statements for further information related to the WhereNet escrow claim net settlement and Note 7 for further information related to the impairment charges.

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 exits; (2) delivery has occurred and title has passed to the customer, which happens at the point of shipment (except in Asia where the terms are FOB destination) 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 rebates and establish a reserve for them based on shipment history. Historically, actual rebates have 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 hasfixed 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 containembedded 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 ofprepackaged,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 providecustom 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 under ASC (Accounting Standards Codification) 985, 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.

We recognize license revenue under Accounting Standards Codification (“ASC”) 985 (formerly Statement of Position No. 97-2, “Software Revenue Recognition”, as amended by Statement of Position No. 98-9, “Software Revenue Recognition, With Respect to Certain Transactions”), 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 December 31, 2010,2011, consisted of the following:

 

U.S. government and agency securities

   10.117.5

Obligations of government sponsored enterprises (1)

   2.75.7

State and municipal bonds

   63.749.2

Corporate securities

   23.527.6

 

 (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-maturityHeld-to-

maturity securities are those debt securities that Zebra has the ability and intent to hold until maturity. All securities not included in trading or held-to-maturity are classified as available-for-sale.

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 December 31, 2010,2011, Zebra’s investments in marketable debt securities are classified as available-for-sale. In addition, as of December 31, 2010,2011, 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.

See Note 3 in the Notes to the Consolidated Financial Statements included in this Form 10-K for the fair value discussion of auction rate security investment valuations.

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 credit worthiness,

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 revenues.

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 1.3%0.9% to 3.0%1.5% of total accounts receivable. Accounts receivable reserves as of December 31, 2010,2011, were $2,161,000,$1,560,000, or 1.4%1.0% of the balance due. We believe this reserve level is appropriate considering the quality of the portfolio as of December 31, 2010.2011. 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 inventory reserves have ranged from 6.8%8.0% to 11.0%11.4% of gross inventory. As of December 31, 2010,2011, inventory reserves were $9,837,000,$14,710,000, or 8.0%9.9% of gross inventory. We believe this reserve level is appropriate considering the quantities and quality of the inventories as of December 31, 2010.2011.

Valuation of Goodwill

We test the impairment of goodwill each year or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We completed our annual assessment during June 20102011 and determined that our goodwill was not impaired as of the end of May 2010.2011.

During the first quarter of 2011, we announced an agreement to sell Navis and our decision to divest certain other operations. These operations constituted a portion of our Zebra Enterprise Solutions (ZES) segment, which was also deemed to be the reporting unit for goodwill impairment testing purposes. As a result of our decision to sell Navis, goodwill attributable to the ZES segment was allocated to the three businesses that constituted the prior reporting unit based on the relative fair value of those businesses. Goodwill was allocated between continuing operations ($9,114,000) and discontinued operations ($72,795,000) based on the relative fair value of each of the businesses.

The goodwill allocated above to continuing operations was tested for impairment and we determined that our goodwill related to this reporting unit was not impaired.

Beginning with the first quarter of 2011, the continuing operations of the former ZES reporting unit have been combined with the former Specialty Printing Group (“SPG”) operating segment to form one Zebra operating segment.

Goodwill of a reporting unit should be 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,

Testing for recoverability under ASC 360 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.

Due to the deterioration of the economy in 2008 and a significant reduction in the price of our stock, we performed an interim test of our goodwill in the fourth quarter of 2008 and determined that the goodwill associated with our ZES segment was impaired. See Note 7 of the Consolidated Financial Statements for further discussion of this impairment charge.

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. The approach defined below is based upon our last impairment test conducted in June 2011 as of the end of May 2011.

Under the “Income Approach – Discounted Cash Flow Analysis” the key assumptions consider sales, cost of sales and operating expenses projected through the year 2015.2018. 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 premium 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. The company’s risk factors are discussed under Item 1A of this Form 10-K.

Under the “Market Approach – Guideline Company Method” we identified 12five publicly traded companies, including Zebra, which we believe have significant relevant similarities. For these 12five 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 22eight 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 managements’ determination with more weight attached to 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 2007 and 2008 ZES acquisitions was impaired requiring total estimated 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,

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 2007 and 2008 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. No impairment charges were recorded in 2010.

Net intangible assets, long-lived assets and goodwill amounted to $290,622,000$190,192,000 as of December 31, 2010.2011.

Income Taxes

On January 1, 2007, we adopted ASC 740 (formerly FASB Interpretation (FIN) No. 48,Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109).740. According to ASC 740, we identified, evaluated, and measured the amount of income tax benefits to be recognized for all of our income tax positions. During 2008, we recognized an increase of approximately $4,000,000 in the liability for unrecognized tax benefits related to an acquisition.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

 

Balance at January 1, 2008

  $—     $—   

Additions based on tax positions related to 2008

   4,000     4,000  

Additions based on tax positions related to 2009

   —       —    

Additions based on tax positions related to 2010

   —       —    

Additions based on tax positions related to 2011

   —    
      

 

 

Balance at December 31, 2010

  $4,000  

Balance at December 31, 2011

  $4,000  
      

 

 

Zebra’s continuing practice is to recognize interest and penalties related to income tax matters as part of income tax expense. For the years ended December 31, 20102011 and December 31, 2009,2010, we did not accrue any interest or penalties into income tax expense.

Zebra has concluded allis currently under U.S. federal income tax audits for years through 2006.of 2008 and 2009. The tax years 2006 through 20092010 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.

Included in deferred tax assets are amounts related to federal and state net operating losses that resulted from our acquisition of WhereNet Corp. As of December 31, 2010, we had approximately $21,932,000 of federal net operating loss carryforwards available to offset future taxable income which expire in 2022 through 2027. As of December 31, 2010, we also had approximately $27,134,000 of state net operating loss carryforwards which expire in 2012 through 2020. Zebra’s intention is to utilize these net operating loss carryforwards to offset future income tax expense. Under the United States Tax Reform Act of 1986, the amounts of benefits from net operating loss carryforwards may be impaired or limited in certain circumstances, including significant changes in ownership interests. In addition, as of December 31, 2010 Zebra had approximately $8,832,000 of foreign net operating loss carryforwards which currently can be carried forward indefinitely.

The

   Year Ended 
   December 31, 2011   December 31, 2010 

Effective tax rate

   27.5%          30.1%       

Zebra’s effective income tax rate for the year ended December 31,first quarter of 2010 was 29.8%included a $2,764,000 reduction of federal taxes related to improperly accounting for the tax impact on intercompany profit generated from intercompany sales in 2009. This adjustment reduced our effective rate for 2010 by approximately 1.8%. Zebra’s effective tax rate decreased in 2011 due primarily to higher profits in lower rate international jurisdictions.

Contingencies

We record estimated liabilities related to contingencies based on our estimates of the probable outcomes. Quarterly, we assess the potential liability related to pending litigation, tax audits and other contingencies and confirm or revise estimates and reserves as appropriate.

For further information regarding material pending legal proceedings, see Note 1112 in the Notes to the Consolidated Financial Statements included in the Form 10-K.

Equity-Based Compensation

As of December 31, 2010,2011, Zebra had an active equity-based compensation plan and a stock purchase plan available for future grants. We accounted for these plans in accordance with ASC 505 and ASC 718 (formerly SFAS No. 123(R),Share-Based Payments).718. Zebra recognizes compensation costs using the straight-line method over the vesting period of 1 monthup to 5 years. See Notes 2 and 15 to the Consolidated Financial Statements included in the Form 10-K for further information.

Liquidity and Capital Resources

(Amounts in thousands, except percentages):

 

  Year Ended   Year Ended 

Rate of Return Analysis:

  December 31, 2010 December 31, 2009   December 31, 2011 December 31, 2010 

Average cash and marketable securities balances

  $253,310   $235,803    $292,646   $251,812  

Annualized rate of return

   1.1  1.2   0.7  1.1

Average cash and marketable securities balances for the year of 20102011 increased compared to 20092010 as a result of increased cash provided by operations in 2010 versus 2009.the divestiture of Navis.

As of December 31, 2010,2011, Zebra had $259,899,000$326,695,000 in cash, restricted cash, investments and marketable securities, compared with $246,721,000$258,598,000 at December 31, 2009.2010. Factors affecting cash and investment balances during 20102011 include the following (changes below include the impact of foreign currency):

 

Operations provided cash in the amount of $140,459,000, primarily from net income.

Accounts receivable increased $4,603,000 because$3,269,000 due to the increased sales and the timing of higher sales.receipts.

Inventories increased $33,884,000$19,545,000 due to increases in raw materials and finished goods.

Accounts payable increased $6,619,000,decreased $5,439,000 due to the timing of vendor payments and increased purchasing as a result of higher demand.at period end.

Accrued liabilities increased $15,386,000,decreased $11,086,000 due to increased bonus andthe lower benefit accruals.accruals in 2011.

Taxes payable increased $9,272,000Deferred revenue decreased $14,131,000 due to increased earnings.the divestiture of Navis.

Income taxes decreased $14,983,000 due to the timing of tax payments and benefits realized.

Purchases of property and equipment totaled $30,721,000.$26,918,000.

Net salesProceeds from the sale of Navis and proveo AG provided $161,206,000.

Sales of investments totaled $102,485,000.$303,801,000.

Purchases of treasury sharesstock totaled $102,091,000. Zebra made open market repurchases of our shares under authorizations of the Board of Directors announced October 27, 2008 and August 3, 2010.$160,200,000.

Stock option exercises and purchases under the stock purchase plan contributed $8,975,000.$13,009,000.

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

Zebra earns a significant amount of our operating income outside the U.S., which is deemed to be permanently reinvested in foreign jurisdictions. Zebra does not currently foresee a need to repatriate funds, however, should Zebra require more capital in the U.S. than is generated by our operations locally, Zebra could elect to repatriate funds held in foreign jurisdictions or raise capital in the U.S. through debt or equity issuances. These alternatives could result in higher effective tax rates or increased interest expense. Included in Zebra’s cash, restricted cash, investments and marketable

securities are amounts held by foreign subsidiaries. Zebra had $96,829,000 as of December 31, 2011, and $42,367,000 as of December 31, 2010 of foreign cash and investments, which are generally invested in U.S. dollar-denominated holdings.

Contractual Obligations

Zebra’s contractual obligations as of December 31, 20102011 were (in thousands):

 

  Payments due by period
 Payments due by period   Total  

Less than 1

year

  1-3
years
  3-5 years  More than 5
years
 Total   Less than 1
year
   1-3 years   3-5 years   More than 5
years
    

 

 

 

Operating lease obligations

   $48,017    $12,269    $19,354    $7,908    $8,486             $41,539    $10,888    $16,938    $6,954    $6,759     

Deferred compensation liability

    3,427     —       —       —       3,427            3,199     —       —       —       3,199     

Deferred revenue

    33,521     26,757     6,764     —       —              19,405     11,089     8,316     —       —     

Purchase obligations

    69,742     69,742     —       —       —              67,870     67,870     —       —       —     
      

 

 

 

Total

   $154,707    $108,768    $26,118    $7,908    $11,913             $132,013    $89,847    $25,254    $6,954    $9,958     
      

 

 

 

Purchase obligations are for purchases made in the normal course of business to meet operational requirements, primarily raw materials.

materials and finished goods.

On August 14,In 2008, Zebra entered into a revolving credit agreement for a five-year $100 million revolving credit facility. The funds under this credit agreement are available for general corporate purposes of Zebra and its subsidiaries in the ordinary course of business and other purposes permitted by the agreement. As of December 31, 2010,2011, we had established letters of credit amounting to $3,858,000,$3,500,000, which reduce the funds available for borrowing under the agreement. No amounts were outstanding under the credit agreement as of December 31, 2010.

On January 28, 2011, we entered into a Securities Purchase Agreement with Cargotec Corporation to sell all of our interest in the Navis business and MTS for approximately $190 million in cash. We are retaining the real time location, tags and readers portion of the WhereNet business, along with the WhereNet applications that are sold into non-maritime industries. The sale is expected to close in the first quarter of 2011.

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

Recently Issued 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 will likely 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 are likely to 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. This standard did not have a material effect 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. This standard did not have a material effect 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.

In December 2010, the FASB issued update 2010-28, ASC 350,Intangibles – Goodwill and Other: When to PerfromPerform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force). This updated guidance requires entities with reporting units with zero or negative carrying amounts to perform and additional test to determine if goodwill has been impaired and to calculate the amount of impairment (Step 2). This standard is effective for interim and annual periods beginning after December 15, 2010. This standard will not have a material effect upon our consolidated financial statements.

In December 2010,June 2011, the FASB issued update 2010-29,2011-05, ASC 805,220,Business Combinations: DisclosureComprehensive Income: Presentation of Supplementary Pro Forma Information for Business CombinationsComprehensive Income (a consensus.

This updated guidance eliminates the option to present components of other comprehensive income as part of the FASB Emerging Issues Task Force).statement of changes in stockholders’ equity. The standard provides updated guidance onmain provisions of this update provide that an entity that reports items of other comprehensive income has the disclosures relatedoption to business combinations.present comprehensive income in either one or two consecutive financial statements. This standard is effective for interim and annual periods beginning after December 15, 2010.2011. This standard did not have a material effect upon our consolidated financial statements.

In September 2011, the FASB issued update 2011-08, ASC 350,Intangibles Goodwill and Other: Testing Goodwill for Impairment. This updated guidance simplifies how companies test goodwill for impairment. Essentially, companies are no longer required to calculate the fair value of a reporting unit unless the entity determines that it is more-likely-than-not that its

fair value is less than its carrying amount using a qualitative assessment. This standard is effective for fiscal years beginning after December 15, 2011. This standard will not have a material effect upon our consolidated financial statements.

In December 2011, the FASB issued update 2011-12, ASC 220,Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.This update is to defer only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this update supersede certain pending paragraphs in update 2011-05. While the Board is re-deliberating, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU 2011-05. All other requirements in ASU 2011-05 are not affected by this update. This standard is effective for fiscal years and interim periods within those years, beginning after December 15, 2011. This standard will not have a material effect upon our consolidated financial statements.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Zebra is exposed to the impact of changes in interest rates because of our large investment portfolio. As stated in our written investment policy, the investment portfoliopolicy’s objective is viewed as a strategic resource that will be managed to achieve above marketstable and predictable targeted rates of return, in exchangeand to provide the liquidity necessary for accepting a prudent amountthe operation of incremental risk, which includes the risk of interest rate movements. Risk tolerance is constrained by an overriding objective to preserve capital across each quarterly reporting cycle.business.

Zebra mitigates interest rate risk with an investment policy that requires the use of outside professional investment managers, specified investment liquidity levels, and broad diversification across investment strategies,investments, and which limits the types of investments that may be made. Moreover, the policy requires due diligence of each investment manager both before employment and on an ongoing basis.

The following table sets forth the full year impact of a one-percentage point movement in interest rates on the value of Zebra’s investment portfolio (in thousands, except per share data).

 

$000,000,00$000,000,00
 As of December 31,   As of December 31, 
Interest rate sensitive instruments         2010                 2009           2011   2010 

+1 percentage point movement

      

Effect on Pretax Income

   $(1,974)      $(2,284)       $(3,423)           $(1,974)       

Effect on Diluted EPS (after tax)

   $(0.02)      $(0.03)       $(0.05)           $(0.02)       

-1 percentage point movement

      

Effect on Pretax Income

   $1,974        $2,284         $3,423            $1,974        

Effect on Diluted EPS (after tax)

   $0.02        $0.03         $0.05            $0.02        

Because these securities are classified as available-for-sale under ASC 320 (formerly SFAS No. 115,Accounting for Certain Investments in Debt and Equity Securities), the impact of a one-percentage point movement in interest rates occurs over an extended period of time as investments are sold and the funds are subsequently reinvested.

Foreign Exchange Risk

We conduct business in over 100 countries throughout the world and, therefore, at times are exposed to risk based on movements in foreign exchange rates. On occasion, we invoice customers in their local currency and have a resulting foreign currency denominated revenue transaction and accounts receivable. We also purchase certain raw materials and other items in foreign currencies. We manage these risks using derivative financial instruments. See Note 1011 of the Notes to the Consolidated Financial Statements included in this form 10-K for further discussions of hedging activities.

The following table sets forth the impact of a ten percent movement in the dollar/pound and dollar/euro rates measured as if Zebra didnot engage in the selective hedging practices described above and in Note 10.11. It is based on the dollar/euro and dollar/pound exchange rates and euro and pound denominated assets and liabilities (in thousands, except per share data).

 

$000,000,00$000,000,00
 As of December 31,   As of December 31, 
Foreign exchange         2010                 2009           2011   2010 

Dollar/pound

      

Effect on Pretax Income

   $1,233       $575        $895            $1,233        

Effect on Diluted EPS (after tax)

   $0.02       $0.01        $0.01            $0.02        

Dollar/euro

      

Effect on Pretax Income

   $5,585       $2,805        $5,970            $5,585        

Effect on Diluted EPS (after tax)

   $0.07       $0.03        $0.08            $0.07        

Euro/pound

  

Effect on Pretax Income

   $0       $1,971    

Effect on Diluted EPS (after tax)

   $0.00       $0.02    

Equity Price Risk

Zebra’s investment manager uses a variety ofan investment strategies, some of which involve the use of equity securities.strategy that is principally designed to preserve capital. Zebra utilizes a Value-at-Risk (VaR) model to determine the maximum potential one-day loss in the fair value of its interest rate, foreign exchange and equity price sensitive instruments.

From time to time, Zebra has taken direct equity positions in companies. These investments relate to potential acquisitions and other strategic business opportunities. To the extent that it has a direct investment in the equity securities of another company, Zebra is exposed to the risks associated with such investments. However, atAt the end of 20102011 and 2009,2010, Zebra held no direct equity positions.

Item 8.Financial Statements and Supplementary Data

The financial statements and schedule of Zebra are annexed to this report as pages F-2 through F-38.F-36. An index to such materials appears on page F-1.

 

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Not applicable.

Item 9A.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-K. 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 Form 10-K 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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010.2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on this assessment and those criteria, our management believes that, as of December 31, 2010,2011, our internal control over financial reporting is effective. Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on Zebra’s internal control over financial reporting. Ernst & Young LLP’s report is included on page 5644 of this report on Form 10-K.

Changes in Internal Control over Financial Reporting

In January 2008, Zebra began a program to update substantially all of its key financial systems. As portionspieces 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 arewill be a fundamental element of the design and implementation of these systems.

As of January 1, 2010,31, 2011, we completed the implementation of the new systems for our EMEA region. This implementation included customer order entry and invoicing, inventory procurement and management, certain accounts payable activity, and other related operational systems. As part of the implementation, we changed many of the functional currency of our UK subsidiary from the poundrelated internal controls, primarily by replacing manual controls with system controls and streamlining Zebra’s internal operations. These new controls were subject 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. testing throughout 2011.

During 2010,2011, we made additional changes to our controls and procedures as part of our ongoing monitoring of our controls. However, noneNone of these changes has materially affected, or is reasonably likely to materially affect, andour 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 controls will prevent or detect 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 misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Zebra have been prevented or 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.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

of Zebra Technologies Corporation:

We have audited Zebra Technologies Corporation internal control over financial reporting as of December 31, 2010,2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Zebra Technologies Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Zebra Technologies Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010,2011, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Zebra Technologies Corporation as of December 31, 20102011 and 2009,2010, and the related consolidated statements of earnings, (loss), comprehensive income, (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 20102011 and the schedule listed in the index at Item 15, our report dated February 24, 201123, 2012 expressed an unqualified opinion thereon.

/s/Ernst & Young LLP

Chicago, Illinois

February 24, 201123, 2012

Item 9B.Other Information

Not applicable.

PART III

 

Item 10.Directors, Executive Officers and Corporate Governance

We have adopted a Code of Ethics for Senior Financial Officers that applies to Zebra’s Chief Executive Officer, Chief Financial Officer and the Vice President, Finance. The Code of Ethics is posted on the Investor Relations – Corporate Governance page of Zebra’s Internet Web site,www.zebra.com, and is available for download. Any waiver from the Code of Ethics and any amendment to the Code of Ethics will be disclosed on such page of Zebra’s Web site

All other information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate Governance,” “Election of Directors,” “Board and Committees of the Board,” “Executive Officers,” and “Section 16(a) Beneficial Ownership Reporting Compliance.”.”

 

Item 11.Executive Compensation

The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Executive Compensation,“Compensation Discussion and Analysis-Executive Summary,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”

 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Ownership of our Common Stock” and “Equity Compensation Plan Information.”

 

Item 13.Certain Relationships and Related Transactions, and Director Independence

The information in response to this item is incorporated by reference from the Proxy Statement section entitled “Corporate Governance.”

 

Item 14.Principal Accounting Fees and Services

The information in response to this item is incorporated by reference from the Proxy Statement section entitled “Fees of Independent Auditors.”

PART IV

 

Item 15.Item 15.Exhibits, Financial Statement SchedulesStatementSchedules

The financial statements and schedule filed as part of this report are listed in the accompanying Index to Financial Statements and Schedule. The exhibits filed as a part of this report are listed in the accompanying Index to Exhibits.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 24th23rd day of February 2011.2012.

 

ZEBRA TECHNOLOGIES CORPORATION
 By:/s/ Anders Gustafsson
 Anders Gustafsson
 Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, the report has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/Anders Gustafsson

Anders Gustafsson

 

Chief Executive Officer and Director

(Principal Executive Officer)

 February 24, 201123, 2012

/s/Gerhard Cless

Gerhard Cless

 

Executive Vice President,

Director

 February 24, 201123, 2012

/s/ Michael C. Smiley

Michael C. Smiley

 

Chief Financial Officer

(Principal Financial Officer)

 February 24, 201123, 2012

/s/Todd R. Naughton

Todd R. Naughton

 

Vice President, Finance

(Principal Accounting Officer)

 February 24, 201123, 2012

/s/Michael A. Smith

Michael A. Smith

 

Director and Chairman of the Board of

Directors

 February 24, 201123, 2012

/s/ Andrew Ludwick

Andrew Ludwick

 Director February 24, 201123, 2012

/s/Ross W. Manire

Ross W. Manire

 Director February 24, 201123, 2012

/s/Robert J. Potter

Robert J. Potter

 Director February 24, 201123, 2012

/s/ Richard Keyser

Richard Keyser

 Director February 24, 201123, 2012

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

 

   Page 

Financial Statements

  

Report of Independent Registered Public Accounting Firm

   F-2  

Consolidated Balance Sheets as of December 31, 20102011 and 20092010

   F-3  

Consolidated Statements of Earnings (Loss) for the years ended December 31, 2011, 2010, 2009, and 20082009

   F-4  

Consolidated Statements of Comprehensive Income (Loss)
for

the years ended December 31, 2011, 2010, 2009, and 20082009

   F-5  

Consolidated Statements of Stockholders’ Equity

for the years ended December 31, 2011, 2010, 2009, and 20082009

   F-6  

Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010, 2009, and 20082009

   F-7  

Notes to Consolidated Financial Statements

   F-8  

Financial Statement Schedule

  

The following financial statement schedule is included herein:

  

Schedule II - Valuation and Qualifying Accounts

   F-37F-36  

All other financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or related notes.


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

of Zebra Technologies Corporation:

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation (the Company) as of December 31, 20102011 and 2009,2010, and the related consolidated statements of earnings, (loss), comprehensive income, (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2010.2011. Our audits also included the financial statement schedule listed in the Index referenced in Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Zebra Technologies Corporation at December 31, 20102011 and 2009,2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010,2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Zebra Technologies Corporation’s internal control over financial reporting as of December 31, 2010,2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 201123, 2012 expressed an unqualified opinion thereon.

/s/Ernst & Young LLP

Chicago, Illinois

February 24, 201123, 2012

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

 

 December 31,
2010
 December 31,
2009
   December 31,
2011
 December 31,
2010
 
ASSETS      

Current assets:

      

Cash and cash equivalents

    $47,476        $38,943         $36,353        $46,175       

Restricted cash

   1,378         1,725          65         1,378       

Investments and marketable securities

   125,567         114,064          182,398         125,567       

Accounts receivable, net of allowances of $2,161 in 2010 and $2,186 in 2009

   154,146         150,992       

Accounts receivable, net

   155,230         130,143       

Receivable from buyer

   27,580         0       

Inventories, net

   113,742         79,926          133,288         112,970       

Deferred income taxes

   19,162         10,792          13,931         15,670       

Income taxes receivable

   —           4,724       

Income tax receivable

   13,111         0       

Prepaid expenses and other current assets

   14,833         9,771          22,917         11,505       

Assets of discontinued operations

   0         148,169       
         

 

  

 

 

Total current assets

   476,304         410,937          584,873         591,577       
  

 

  

 

 

Property and equipment at cost, net of
accumulated depreciation and amortization

   88,983         77,589       

Long term deferred income taxes

   21,254         35,842       

Property and equipment at cost, less
accumulated depreciation and amortization

   97,822         87,093       

Long-term deferred income taxes

   11,866         21,254       

Goodwill

   151,933         153,225          79,703         79,703       

Other intangibles, net

   49,706         55,982          12,667         9,755       

Long term investments and marketable securities

   85,478         91,989       

Long-term investments and marketable securities

   107,879         85,478       

Other assets

   5,206         4,915          4,196         4,004       
         

 

  

 

 

Total assets

  $878,864        $830,479         $899,006        $878,864       
         

 

  

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY      

Current liabilities:

      

Accounts payable

  $35,304        $28,137         $33,273        $34,578       

Accrued liabilities

   68,090         52,591          64,612         65,163       

Deferred revenue

   26,757         24,082          11,089         8,966       

Income taxes payable

   5,900         —            0         5,900       

Liabilities of discontinued operations

   0         21,827       
         

 

  

 

 

Total current liabilities

   136,051         104,810          108,974         136,434       

Deferred rent

   2,406         4,108          1,592         2,207       

Other long-term liabilities

   10,375         9,432          11,515         10,191       
         

 

  

 

 

Total liabilities

   148,832         118,350          122,081         148,832       
         

 

  

 

 

Commitments and contingencies (Note 11)

   

Stockholders’ equity:

      

Preferred stock

   —           —         

Preferred Stock

   0         0       

Class A Common Stock

   722         722          722         722       

Additional paid-in capital

   129,715         136,104          131,422         129,715       

Treasury stock

   (462,029)         (385,831)          (596,622)         (462,029)       

Retained earnings

   1,070,973         969,195          1,245,616         1,070,973       

Accumulated other comprehensive income (loss)

   (9,349)         (8,061)       

Accumulated other comprehensive loss

   (4,213)    (9,349)  
         

 

  

 

 

Total stockholders’ equity

   730,032         712,129          776,925         730,032       
         

 

  

 

 

Total liabilities and stockholders’ equity

  $878,864        $830,479         $899,006        $878,864       
         

 

  

 

 

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(Amounts in thousands, except per share data)

 

 Year Ended December 31,   Year Ended December 31, 
         2010                 2009                 2008                   2011                 2010                 2009         

Net sales

       

Net sales of tangible products

   $855,269          $701,044          $871,587           $936,282          $849,530          $696,103       

Revenue from services and software

  101,579         102,541         105,113          47,206         44,829         42,379       
           

 

  

 

  

 

 

Total net sales

  956,848         803,585         976,700          983,488         894,359         738,482       
           

 

  

 

  

 

 

Cost of sales

       

Cost of sales of tangible products

  455,007         401,727         452,208          469,834         450,630         398,316       

Cost of services and software

  40,972         41,137         45,187          26,885         22,954         22,579       
           

 

  

 

  

 

 

Total cost of sales

  495,979         442,864         497,395          496,719         473,584         420,895       
           

 

  

 

  

 

 

Gross profit

  460,869         360,721         479,305          486,769         420,775         317,587       
           

 

  

 

  

 

 

Operating expenses:

       

Selling and marketing

  122,689         102,535         126,325          127,797         112,365         92,043       

Research and development

  101,930         86,390         95,800          89,926         82,575         66,477       

General and administrative

  79,710         81,395         81,644          81,649         73,229         75,932       

Amortization of intangible assets

  9,573         10,466         18,575          3,320         3,211         2,954       

Litigation settlement

  (1,082)         —           (5,302)          0         (1,082)    0       

Exit, restructuring and integration costs

  4,197         12,191         20,009       

Asset impairment charges

  —           (1,058)         157,600       

Exit and restructuring costs

   2,041         2,262         9,902       
           

 

  

 

  

 

 

Total operating expenses

  317,017         291,919         494,651          304,733         272,560         247,308       
           

 

  

 

  

 

 

Operating income (loss)

  143,852         68,802         (15,346)       

Operating income

   182,036         148,215         70,279       
           

 

  

 

  

 

 

Other income (expense):

       

Investment income

  2,681         2,933         1,281          1,944         2,678         2,931       

Foreign exchange gain (loss)

  (213)         (45)         3,518          (2,006)       (169)       (104)  

Other, net

  (1,385)         (1,167)         (1,366)          (2,255)    (1,117)       (787)  
           

 

  

 

  

 

 

Total other income

  1,083         1,721         3,433       

Total other income (expense)

   (2,317)    1,392         2,040       
           

 

  

 

  

 

 

Income (loss) before income taxes

  144,935         70,523         (11,913)       

Income from continuing operations before income taxes

   179,719         149,607         72,319       

Income taxes

  43,157         23,419         26,508          49,376         44,993         23,828       
           

 

  

 

  

 

 

Net income (loss)

   $101,778          $47,104          $(38,421)       

Income from continuing operations

   130,343         104,614         48,491       

Income (loss) from discontinued operations, net of tax

   44,300         (2,836)    (1,387)  
  

 

  

 

  

 

 

Net income

    $174,643          $101,778          $47,104       
           

 

  

 

  

 

 

Basic earnings (loss) per share

   $1.78          $0.79          $(0.60)           

Income from continuing operations

    $2.42          $1.83          $0.81       

Income (loss) from discontinued operations

   0.82            (0.05)       (0.02)  
  

 

  

 

  

 

 

Net Income

    $3.24          $1.78          $0.79       

Diluted earnings (loss) per share

   $1.77          $0.79          $(0.60)           

Income from continuing operations

    $2.40          $1.82          $0.81       

Income (loss) from discontinued operations

   0.82            (0.05)       (0.02)  
  

 

  

 

  

 

 

Net Income

    $3.22          $1.77          $0.79       

Basic weighted average shares outstanding

  57,143         59,306         64,524          53,854         57,143         59,306       

Diluted weighted average and equivalent shares outstanding

  57,428         59,425         64,524          54,191         57,428         59,425       

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands)

 

  Year Ended December 31, 
        2010              2009              2008       

Net income (loss)

   $101,778          $47,104          $(38,421)       

Other comprehensive income (loss):

   

Unrealized gain/(loss) on hedging transactions, net of income taxes

  (949)         19         5,750       

Unrealized holding gains/(losses) on investments, net of income taxes

  (406)         737         (543)       

Foreign currency translation adjustment

  67         3,972         (22,991)       
            

Comprehensive income (loss)

   $100,490          $51,832          $(56,205)       
            
  Year Ended December 31, 
        2011              2010              2009       

Net income

   $174,643          $101,778          $47,104       

Other comprehensive income (loss):

   

Unrealized gain (loss) on hedging transactions, net of income taxes

  6,209         (949)        19       

Unrealized holding gains (losses) on investments, net of income taxes

  (385)        (406)        737       

Foreign currency translation adjustment

  (688)        67         3,972       
 

 

 

  

 

 

  

 

 

 

Comprehensive income

   $179,779          $100,490          $51,832       
 

 

 

  

 

 

  

 

 

 

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

 

  Class A
Common
Stock
   Additional
Paid-in
Capital
   

Treasury
Stock
   Retained
Earnings
   

Accumulated
Other

Comprehensive
Income (Loss)

   Total   

Class A
Common
Stock

   

Additional
Paid-in
Capital
   


Treasury
Stock
   


Retained
Earnings
   Accumulated
Other
Comprehensive
Income (Loss)
   



Total
 

Balance at December 31, 2007

  $722    $141,522    $(205,058)    $960,512    $4,995    $902,693       

Repurchase of 6,008,232 shares of Class A Common Stock

   —       —       (157,582)     —       —       (157,582)       

Issuance of 499,576 treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards

   —       (11,348)     18,493     —       —       7,145       

Additional tax benefit resulting from exercise of options

   —       (275)     —       —       —       (275)       

Equity-based compensation

   —       14,962     —       —       —       14,962       

Net loss

   —       —       —       (38,421)     —       (38,421)       

Unrealized holding loss on investments (net of income taxes)

   —       —       —       —       (543)     (543)       

Unrealized holding gain on hedging transactions (net of income taxes)

   —       —       —       —       5,750     5,750       

Foreign currency translation adjustment

   —       —       —       —       (22,991)     (22,991)       

Balance at December 31, 2008

  $722    $144,861    $(344,147)    $922,091    $(12,789)    $710,738         $722    $144,861    $(344,147)    $922,091    $(12,789)    $710,738       

Repurchase of 3,173,182 shares of Class A Common Stock

   —       —       (65,445)     —       —       (65,445)          —       —       (65,445)     —       —       (65,445)       

Issuance of 691,176 treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards

   —       (18,789)     23,761     —       —       4,972          —       (18,789)     23,761     —       —       4,972       

Additional tax benefit resulting from exercise of options

   —       (1,435)     —       —       —       (1,435)          —       (1,435)     —       —       —       (1,435)       

Equity-based compensation

   —       11,467     —       —       —       11,467          —       11,467     —       —       —       11,467       

Net income

   —       —       —       47,104     —       47,104          —       —       —       47,104     —       47,104       

Unrealized holding gain on investments (net of income taxes)

   —       —       —       —       737     737          —       —       —       —       737     737       

Unrealized holding gain on hedging transactions (net of income taxes)

   —       —       —       —       19     19          —       —       —       —       19     19       

Foreign currency translation adjustment

   —       —       —       —       3,972     3,972          —       —       —       —       3,972     3,972       

Balance at December 31, 2009

  $722    $136,104    $(385,831)    $969,195    $(8,061)    $712,129         $722    $136,104    $(385,831)    $969,195    $(8,061)    $712,129       

Repurchase of 3,349,286 shares of Class A Common Stock

   —       —       (102,091)     —       —       (102,091)          —       —       (102,091)     —       —       (102,091)       

Issuance of 765,078 treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards

   —       (16,918)     25,893     —       —       8,975          —       (16,918)     25,893     —       —       8,975       

Additional tax benefit resulting from exercise of options

   —       (1,342)     —       —       —       (1,342)          —       (1,342)     —       —       —       (1,342)       

Equity-based compensation

   —       11,871     —       —       —       11,871          —       11,871     —       —       —       11,871       

Net income

   —       —       —       101,778     —       101,778          —       —       —       101,778     —       101,778       

Unrealized holding loss on investments (net of income taxes)

   —       —       —       —       (406)     (406)          —       —       —       —       (406)     (406)       

Unrealized holding loss on hedging transactions (net of income taxes)

   —       —       —       —       (949)     (949)          —       —       —       —       (949)     (949)       

Foreign currency translation adjustment

   —       —       —       —       67     67          —       —       —       —       67     67       

Balance at December 31, 2010

  $722    $129,715    $(462,029)    $1,070,973    $(9,349)    $730,032         $722    $129,715    $(462,029)    $1,070,973    $(9,349)    $730,032       

Repurchase of 4,353,801 shares of Class A Common Stock

   —       —       (160,200)     —       —       (160,200)       

Issuance of 809,084 treasury shares upon exercise of stock options, purchases under stock purchase plan and grants of restricted stock awards

   —       (12,598)     25,607     —       —       13,009       

Additional tax benefit resulting from exercise of options

   —       210     —       —       —       210       

Equity-based compensation

   —       14,095     —       —       —       14,095       

Net income

   —       —       —       174,643     —       174,643       

Unrealized holding loss on investments (net of income taxes)

   —       —       —       —       (385)     (385)       

Unrealized holding gain on hedging transactions (net of income taxes)

   —       —       —       —       6,209     6,209       

Foreign currency translation adjustment

   —       —       —       —       (688)     (688)       

Balance at December 31, 2011

  $722    $131,422    $(596,622)    $1,245,616    $(4,213)    $776,925       

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

 

  Year Ended December 31,   Year Ended December 31,
  2010       2009       2008       2011     2010     2009   

Cash flows from operating activities:

                              

Net income (loss)

  $101,778       $47,104       $(38,421   

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

               

Net income

  $174,643       $101,778       $47,104     

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

   31,209        32,913        38,581        24,000        31,209        32,913     

Equity-based compensation

   11,871        11,467        14,962        14,095        11,871        11,467     

Asset impairment charges

           (1,058      157,600        0        0        (1,058   

Impairment of investments

           958        7,271        219        0        958     

Excess tax benefit from share-based compensation

   (244      (13      (192      (1,392      (244      (13   

Loss (gain) on sale of assets

   (58      829        (1,121   

Loss (gain) on sale of fixed assets

   284        (58      829     

Gain on sale of business

   (68,745      0        0     

Deferred income taxes

   (1,347      12,550        (23,138      10,796        (1,347      12,550     

Changes in assets and liabilities, net of businesses acquired:

                              

Accounts receivable, net

   (4,603      8,747        (21,891      (3,269      (4,603      8,747     

Inventories, net

   (33,884      22,315        (26,222      (19,545      (33,884      22,315     

Other assets

   (3,993      (733      (2,758      (11,408      (3,993      (733   

Accounts payable

   6,619        (16,105      17,891        (5,439      6,619        (16,105   

Accrued liabilities

   15,386        (16,315      1,429        (11,086      15,386        (16,315   

Deferred revenue

   3,414        4,966        11,281        (14,131      3,414        4,966     

Income taxes payable

   16,980        (2,008      (1,002   

Income taxes

   (14,983      16,980        (2,008   

Other operating activities

   (2,669      81        4,012        5,582        (2,669      81     
                   

 

 

    

 

 

  

 

 

Net cash provided by operating activities

   140,459        105,698        138,282        79,621        140,459        105,698     
                   

 

 

    

 

 

  

 

 

Cash flows from investing activities:

                              

Purchases of property and equipment

   (30,721      (24,890      (40,889      (26,918      (30,721      (24,890   

Proceeds from sale of asset

                   14,796     

Acquisition of businesses, net of cash acquired

                   (18,588   

Proceeds from the sale of businesses

   161,206        0        0     

Acquisition of intangible assets

   (3,497      (425      (1,384      (1,232      (3,497      (425   

Purchases of investments

   (382,091      (329,292      (723,791   

Maturities of investments

   274,208        257,936        592,749     

Purchases of investments and marketable securities

   (991,633      (382,091      (329,292   

Maturities of investments and marketable securities

   607,996        274,208        257,936     

Proceeds from sales of investments

   102,485        56,020        198,541        303,801        102,485        56,020     
                   

 

 

    

 

 

  

 

 

Net cash provided by (used in) investing activities

   (39,616      (40,651      21,434        53,220        (39,616      (40,651   
                   

 

 

    

 

 

  

 

 

Cash flows from financing activities:

                              

Purchase of treasury shares

   (102,091      (65,445      (157,582   

Purchase of treasury stock

   (160,200      (102,091      (65,445   

Proceeds from exercise of stock options and stock purchase plan purchases

   8,975        4,972        7,145        13,009        8,975        4,972     

Excess tax benefit from share-based compensation

   244        13        192     

Excess tax benefit from equity-based compensation

   1,392        244        13     
                   

 

 

    

 

 

  

 

 

Net cash used in financing activities

   (92,872      (60,460      (150,245      (145,799      (92,872      (60,460   
                   

 

 

    

 

 

  

 

 

Effect of exchange rate changes on cash

   562        1,089        (14,415      1,835        562        1,089     
                   

 

 

    

 

 

  

 

 

Net increase (decrease) in cash and cash equivalents

   8,533        5,676        (4,944      (11,123      8,533        5,676     

Cash and cash equivalents at beginning of year

   38,943        33,267        38,211     

Cash balance of discontinued operations at beginning of period

   1,301        1,694        3,440     

Less: Cash balance of discontinued operations at end of period

   0        1,301        1,694     

Cash and cash equivalents at beginning of period

   46,175        37,249        29,827     
                   

 

 

    

 

 

  

 

 

Cash and cash equivalents at end of year

  $47,476       $38,943       $33,267     

Cash and cash equivalents at end of period

  $36,353       $46,175       $37,249     
                   

 

 

    

 

 

  

 

 

Supplemental disclosures of cash flow information:

                              

Income taxes paid

  $26,563       $10,742       $49,092       $65,364       $26,563       $10,742     

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Description of Business

Zebra Technologies Corporation and its wholly-owned subsidiaries (Zebra) design, manufacture, sell and support a broad range of direct thermal and thermal transfer label printers, radio frequency identification printer/encoders, dye sublimation card printers, real-time locating solutions, related accessories and support software. These products are used principally in automatic identification (auto ID), data collection and personal identification applications and are distributed world-wide through a network of resellers, distributors and end users representing a wide cross-section of industrial, service and government organizations.

In 2008 and 2007, we acquired WhereNet Corp., proveo AG, Navis Holdings, LLC (Navis) and Multispectral Solutions Inc., which we referreferred to as Zebra Enterprise Solutions Group (ZES). In 2009 and 2008, we integrated these businesses into a single business group and are reporting their results separately from our specialty printing business. Together, these ZES companies give Zebra the ability to deliver more high-value applications that help our customers identify, track and manage assets, transactions and people. The solutions these companies provide are 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. On January 31, 2011, we announced a definitive agreement to sell the Navis operations and certain other assets of ZES. Upon completion of the transaction which is expected to occur in the first quarter of 2011, we will consolidateconsolidated the remaining operations of ZES into Zebra’s SPG segment and no longer report ZES as a separate segment since it is not greater than 10% of Zebra’s consolidated totals.

Reclassifications.Prior-period financial results have been reclassified to account for the impact of the disposition of Navis, Zebra Enterprise Solutions GmbH (formerly “proveo AG”), and other immaterial Zebra operations. In January 2011, Zebra announced its entry into an agreement to sell Navis to Cargotec Corporation and on March 18, 2011, Zebra completed the transaction. In August 2011 Zebra sold its interest in proveo AG to F Two NV. Our audited balance sheet at December 31, 2010, has been adjusted to reflect these transactions by separately classifying assets and liabilities of Zebra’s discontinued operations. As a result, the statement of earnings for the Navis business, proveo AG and other immaterial Zebra operations as of and for the remaining ZES entitiesall periods presented are reported as discontinued operations. Prior-period amounts will not be material.differ from amounts previously reported because of the classification of the above operations as discontinued. See Note 23 Discontinued Operations.

Note 2 Summary of Significant Accounting Policies

Principles of Consolidation.These consolidated financial statements were prepared on a consolidated basis to include the accounts of Zebra and its wholly owned subsidiaries. All significant intercompany accounts, transactions and unrealized profit were eliminated in consolidation.

Fiscal Calendar.Zebra operates on a 4 week/4 week/5 week fiscal quarter, and each fiscal quarter ends on a Saturday. The fiscal year always begins on January 1 and ends on December 31. This fiscal calendar results in some fiscal quarters being either greater than or less than 13 weeks, depending on the days of the week those dates fall. During the 20102011 fiscal year, our quarter end dates were as follows:

 

April 3,2,

July 3,2,

October 2,1, and

December 31.

Use of Estimates.These consolidated financial statements were prepared using estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents.Cash consists primarily of deposits with banks. In addition, Zebra considers highly liquid short-term investments with original maturities of less than seven days to be cash equivalents.

Restricted Cash.Zebra has two types of restricted cash. In the Netherlands, we havehad an agreement with the import authorities to place €1,000,000 in a bank deposit account, which actsacted as security for the VAT payable.payable as of December 31, 2010. This deferment agreement allows Zebra to simply quote our deferment number at import and quickly clear customs without the need to pay VAT. The bank deposit account cannot be accessed or used without cancelling the deferment agreement. This agreement was cancelled in the first quarter of 2011. The remaining restricted cashbalance primarily collateralizes payroll guarantees in a foreign jurisdiction.jurisdictions.

Investments and Marketable Securities.Investments and marketable securities at December 31, 2010,2011, consisted of U.S. government and agency securities, state and municipal bonds, corporate bonds, and other security interests. Zebra classifies its 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 securities not included in trading or held-to-maturity are classified as available-for-sale.

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 December 31, 2010,2011, our investments and marketable securities are classified as available-for-sale securities except for those securities held in the deferred compensation plan which would beare considered trading securities. In addition, all investments in marketable debt securities with maturities greater than one year are classified as long-term in the balance sheet due to our ability and intent to hold them until maturity.

Accounts Receivable and Allowance for Doubtful Accounts.Accounts receivable consist primarily of amounts due to us from our normal business activities. Collateral on trade accounts receivable is generally not required. Zebra maintains an allowance for doubtful accounts for estimated uncollectible accounts receivable. The allowance is based on our assessment of known delinquent accounts. Accounts are written off against the allowance account when they are determined to be no longer collectible.

Inventories.Inventories are stated at the lower of cost or market, and cost is determined by the first-in, first-out (FIFO) method. Manufactured inventories consist of the following costs: component, direct labor and manufacturing overhead. Purchased inventories consist of purchased costs and purchasing overhead.

Property and Equipment.Property and equipment is stated at cost. Depreciation and amortization is computed primarily using the straight-line method over the estimated useful lives of the various classes of property and equipment, which are 30 years for buildings and range from 3 to 10 years for other property. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset.

Income Taxes.During 2008, we recognized an increase of approximately $4,000,000 in the liability for unrecognized tax benefits related to an acquisition.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Balance at January 1, 2008

  $  

Additions based on tax positions related to 2008

   4,000  

Additions based on tax positions related to 2009

     

Additions based on tax positions related to 2010

     
     

Balance at December 31, 2010

  $4,000  
     

Zebra’s continuing practice is to recognize interest and penalties related to income tax matters as part of income tax expense. For the years ended December 31, 20102011 and December 31, 2009,2010, we did not accrue any interest or penalties into income tax expense.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

Balance at January 1, 2009

  $ 4,000  

Additions based on tax positions related to 2009

   0  

Additions based on tax positions related to 2010

   0  

Additions based on tax positions related to 2011

   0  
  

 

 

 

Balance at December 31, 2011

  $4,000  
  

 

 

 

Goodwill and Other Intangibles.Goodwill represents the unamortized excess of the cost of acquiring a business over the fair values of the net assets received at the date of acquisition. Goodwill is no longer being amortized, as required by ASC 350.

We test the impairment of goodwill each year or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We completedperformed our last annual assessment duringimpairment test in June 2010. At2011 and determined that time, no adjustment toour goodwill was necessary duenot impaired as of the end of May 2011.

During the first quarter of 2011, we announced an agreement to impairment. Duesell Navis and our decision to economic conditions in late 2008, we performed an additional assessment of our goodwill during December 2008 and found the goodwilldivest certain other operations, which constituted a portion, but not all, of our Zebra Enterprise Solutions Group(ZES) segment, which was also deemed to be impaired. See Note 7the reporting unit for further informationgoodwill impairment testing purposes. As a result of our decision to sell Navis, goodwill attributable to the ZES segment was allocated to the three businesses that constituted the prior reporting unit based on the relative fair value of those businesses. Goodwill was allocated between continuing operations ($9,114,000) and discontinued operations ($72,795,000) based on the relative fair value of each of the businesses. The goodwill allocated above to continuing operations was tested for impairment, and we determined that our goodwill related to goodwill impairment charges.this reporting unit was not impaired.

Goodwill of a reporting unit should be 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 SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets, of a significant asset group within a reporting unit,

Testing for recoverability under ASC 360 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.

We evaluate the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered that might 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,

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 by comparing the carrying value of the asset group to its fair value, which is estimated by using projected discounted cash flows and using a discount rate that incorporates the risk inherent in the cash flows. Due to economic conditions in 2008, we performed an assessment of our identifiable intangibles during December 2008 and found that several of our identifiable intangible assets were impaired. See Note 7 for further information related to asset impairment charges.

Other intangible assets capitalized consist primarily of current technology, customer relationships, and patents and patent rights. These assets are recorded at cost and amortized on a straight-line basis over a weighted-average life of 5.03.0 years, which approximates the estimated useful lives. Weighted average lives remaining by intangible asset class are as follows: Current technology 3.13.2 years; Patent and patent rights 2.93.0 years; Customer relationships 9.50.8 years.

Revenue Recognition. Revenue includes sales of hardware, supplies, software and services (including repair services, extended service contracts, and professional services). Product revenue is recognized once four criteria are met: (1) we have persuasive evidence that an arrangement exits; (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. We provide for an estimate of product returns based on historical experience. Revenue related to extended warranty and service contracts is recorded as deferred revenue and recognized over the life of the contract. Professional services revenue is recorded when performed. 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 earning process for that product is complete. 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.

Zebra records payments to resellers of its product as reductions to revenue unless these payments meet the requirements for operating expense treatment under ASC 605. See the market development funds accounting policy for further details.

Revenue includes all customer billings for shipping and handling charges. The related costs of shipping and handling revenue are recorded as cost of goods sold.

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. Contract terms generally provide for progress billings on advance terms or based on completion of certain phases of the work. At December 31, 2010, unbilled revenue was $7,401,000 and receivables for contracts in progress included in accounts receivable were $12,291,000. At December 31, 2009, unbilled revenue was $8,480,000 and receivables for contracts in progress included in accounts receivable were $14,682,000.

Research and Development Costs.Research and development costs are expensed as incurred. These costs include:

Salaries, benefits, and other R&D personnel related costs,

Consulting and other outside services used in the R&D process,

Engineering supplies,

Engineering related information systems costs, and

Allocation of building and related costs.

Advertising.Advertising costs are expensed as incurred. Advertising expenses for the years ended December 31, 2011, 2010 and 2009 totaled $8,070,000, $6,836,000 and 2008 totaled $7,115,000, $6,118,000 and $7,318,000,$5,843,000, respectively.

Market Development Funds.Zebra makes market development funds available to its resellers to support demand generation activity by the resellers. These funds require the reseller to provide specific services or benefits to Zebra and substantiate the fair value of such services rendered. Zebra reimburses resellers for agreed activities up to the amounts approved by Zebra. These payments are treated as marketing costs consistent with the requirements of ASC 605. Any payments to resellers that do not meet these requirements are recorded as reductions to revenue.

Warranty.In general, Zebra provides warranty coverage of one year on SPG printers against defects in material and workmanship. SPG printheadsPrintheads 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):

 

   Year Ended December 31, 
Warranty Reserve          2010                   2009                   2008         

Balance at the beginning of the year

   $    3,813         $    2,814         $    3,411      

Warranty expense

   6,427         4,629         4,094      

Warranty payments

   (5,686)        (3,630)        (4,691)    
               

Balance at the end of the period

   $    4,554         $    3,813              $    2,814      
               

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):

   Year Ended December 31, 
Recycling Reserve          2010                   2009                   2008         

Balance at the beginning of the year

   $    1,001         $    1,207         $    3,706      

Recycling expense

   114         324         1,664      

Reserve adjustment

   —         (640)        (3,757)     

Recycling payments

   (8)        (13)        (3)     

Other adjustments

   6         123         (403)     
               

Balance at the end of the period

   $    1,113         $    1,001         $    1,207      
               

During the second quarter of 2009 and 2008 we reviewed the environmental recycling reserves based on our experience of providing for such reserves and decreased our estimates as noted in the above schedule.

   Year Ended December 31, 
Warranty Reserve      2011           2010           2009     

Balance at the beginning of the year

    $     4,554          $     3,813          $2,814      

Warranty expense

   5,856         6,427         4,629      

Warranty payments

   (5,797)       (5,686)       (3,630)    
  

 

 

   

 

 

   

 

 

 

Balance at the end of the period

    $ 4,613          $4,554          $    3,813      
  

 

 

   

 

 

   

 

 

 

Fair Value of Financial Instruments.Zebra estimates the fair value of its financial instruments as follows:

 

Instrument

  Method for determining fair value
Cash, cash equivalents, restricted cash, accounts receivable and accounts payable  Cost, which approximates fair value due to the short-term nature of these instruments
Investments in marketable debt securities  Market quotes from independent pricing services
Investments in auction rate securities  Broker quotations, discounted cash flow analysis or other types of valuation adjustment methodologies
Foreign currency forward contracts  Estimated using market quoted rates for foreign currency at the balance sheet date
Foreign currency option contracts  Estimated using market quoted rates for foreign currency at the balance sheet date and application of such rates subject to the option terms

In accordance with ASC 815we815 we recognize derivative instruments and hedging activities as either assets or liabilities on the balance sheet and measure them at fair value. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. See Note 1011 for additional information on our derivatives and hedging activities.

Equity-Based Compensation.At December 31, 2010,2011, Zebra had a general equity-based compensation plan and a stock purchase plan under which shares of our common stock waswere available for future grants and sales, and which are described more fully in Note 15.16. We account for these plans in accordance with ASC 505 and ASC 718. Zebra recognizes compensation costs using the straight-line method over the vesting period of 1 monthupon grant to up to 5 years.

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

 

  For the years ended December 31,   For the years ended December 31, 
Compensation costs and related income tax benefit:          2010                   2009                   2008               2011           2010           2009     

Cost of sales

  $1,216          $1,198          $1,206            $    1,029            $    882          $    844      

Selling and marketing

   2,010           1,954           2,849           1,463         1,368         1,404      

Research and development

   1,610           1,709           2,426           1,387         1,282         1,426      

General and administration

   7,035           6,606           8,083           9,228         6,580         6,315      

Acquisition integration expenses

   —           —           398        
              

 

   

 

   

 

 

Total compensation expense

  $11,871          $11,467          $14,962            $13,107       ��    $10,112        $9,989      
              

 

   

 

   

 

 

Income tax benefit

  $4,095          $3,956          $5,162            $4,522            $3,489          $3,446      
            

ASC 505 and ASC 718 requires the cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized (excess tax benefits) to be classified as cash flows from financing cash flows.activities.

Deferred Compensation Plan.Zebra has a deferred compensation plan that permits directors, management and highly compensated employees to defer portions of their compensation. Zebra immediately pays deferred amounts into a Rabbi Trust, and plan participants select a method of investing these funds into hypothetical investments. Zebra tracks the performance of these hypothetical investments in order to determine the value of each participant’s deferral. Zebra accrues the deferred compensation liability in other long-term liabilities as the amount that is actually owed to the participants.

Foreign Currency Translations.Translation.The consolidated balance sheets of Zebra’s foreign subsidiaries, not having a U.S. dollar functional currency, are translated into U.S. dollars using the year-end exchange rate, and statement of earnings items are translated using the average exchange rate for the year. The resulting translation gains or losses are recorded in stockholders’ equity as a cumulative translation adjustment, which is a component of accumulated other comprehensive income (loss).

Acquisition Costs.Zebra periodically has external expenditures relatedexpenses acquisition costs as incurred. Acquisition costs are included in the operating expense line item general and administrative expense. Acquisition costs were not significant for 2011, 2010 and 2009.

Concentration risks.Final assembly of our thermal printers is performed by Jabil Circuit, a third-party electronics manufacturer. We are now dependent on Jabil for the manufacture of such printers. A failure by Jabil to potential acquisitions. During 2008 and previously, these expenditures were recorded as prepaid expenses until such timeprovide manufacturing services to Zebra as Zebra either completed the transactionnow requires, or abandoned the transaction. If the transaction completed, the costs were treatedany disruption in such manufacturing services, may adversely affect Zebra’s business results. Because we rely on a third-party provider such as part of the cost of the acquisition. If the transaction was abandoned, the costs were expensed during the period in which it was abandoned. In 2009,Jabil to manufacture its products, Zebra expensed these costs as incurred in accordance with the adoption of ASC 805.may incur increased business continuity risks.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of. Zebra accounts for long-lived assets in accordance with the provisions of ASC 350.The350. The statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the sum of the undiscounted cash flows expected to result from the use and the eventual disposition of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. See Note 78 for further information related to impairment charges.

Recently Issued 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 will likely 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 are likely to 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. ThisThe adoption of this standard willdid not have a material effect 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. This adoption of this standard willdid not have a materialany effect upon our consolidated financial statements.

In January 2010,June 2011, the FASB issued update 2010-06,2011-05, ASC 820,220,Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value MeasurementsComprehensive Income: Presentation of Comprehensive Income.

This updated guidance requires new disclosures relatedeliminates the option to transferspresent components of other comprehensive income as part of the statement of changes in and outstockholders’ equity. The main provisions of Levels 1 and 2. The standard also provides guidance onthis update provide that an entity that reports items of other comprehensive income has the disclosures relatedoption to Level 3 activities. In addition, existing disclosures related to disaggregation levels and disclosures about inputs and valuation techniques are clarified.present comprehensive income in either one or two consecutive financial statements. This standard is effective for interim and annual periods beginning after December 15, 2009.2011. This adoption of this standard did not have a materialany effect upon our consolidated financial statements.

In December 2010,September 2011, the FASB issued update 2010-28,2011-08, ASC 350,Intangibles Goodwill and Other: When to Perfrom Step 2 of theTesting Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying AmountsImpairment (a consensus of the FASB Emerging Issues Task Force). This updated guidance requires entities with reporting units with zero or negative carrying amounts to perform and additionalsimplifies how companies test to determine if goodwill has been impaired andfor impairment. Essentially, companies are no longer required to calculate the fair value of a reporting unit unless the entity determines that it is more-likely-than-not that its fair value is less than its carrying amount of impairment (Step 2).using a qualitative assessment. This standard is effective for interim and annual periodsfiscal years beginning after December 15, 2010.2011. This standard will not have a material effect upon our consolidated financial statements.

In December 2010,2011, the FASB issued update 2010-29,2011-12, ASC 805,220,Business Combinations: Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensusComprehensive Income: Deferral of the FASB Emerging Issues Task Force). The standard provides updated guidance onEffective Date for Amendments to the disclosures relatedPresentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.This update is to business combinations.defer only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments, the paragraphs in this update supersede certain pending paragraphs in update 2011-05. While the Board is re-deliberating, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU 2011-05. All other requirements in ASU 2011-05 are not affected by this update. This standard is effective for fiscal years and interim and annual periods within those years, beginning after December 15, 2010.2011. This standard will not have a material effect upon our consolidated financial statements.

Reclassifications . Certain amounts in the prior years’ financial statements have been reclassified to conform to the current year’s presentation. Selling and marketing expenses of $2,336,000 and research and development expenses of $1,301,000 for the year ended December 31, 2009 have been reclassified from general and administrative expenses. Selling and marketing expenses of $4,890,000 and research and development expenses of $1,351,000 for the year ended December 31, 2008 have been reclassified from general and administrative expenses to realign Zebra’s SPG product management group. Prior period amounts will differ in these categories from amounts previously reported.

Subsequent events. We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements were issued. See Note 23 Subsequent Events.

Note 3 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. (i.e. U.S. Treasuries and money market funds)
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 threeat December 31, 2011, is an auction rate security instruments. These instruments arewhich is classified as available-for-sale securitiesavailable for sale and areis reflected at fair value. Due to events in credit markets, however, the auction eventsevent for the instrumentsinstrument held by Zebra as of December 31, 2010, areis failed. Therefore, the fair valuesvalue of these securities arethis security is estimated utilizing broker quotations, discounted cash flow analysis or other types of valuation adjustment methodologies at December 31, 2010.2011. 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 wereThe security was 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 2009 was called by the issuer and redeemed at par value. 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.

In May 2011, one of the three remaining auction rate securities held at the end of 2010 was converted to actively traded securities in the amount of $2,550,000. The remaining $450,000 carrying value of this security was sold during the second quarter at a loss of $36,000. Of the threetwo auction rate security instruments still held,owned as of October 1, 2011, Zebra deemeddetermined in 2008 that one to besecurity was other than temporarily impaired and recorded the market valuea decline of $4,374,000 in 2008. We further reduced the remaining carrying value of $326,000 to zero in the third quarter of 2011. That security was later sold in the fourth quarter of 2011 for $107,000.

The decline in the market value of the other securitiesremaining auction rate security 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 securitiesthis auction rate security until they areit is sold at auction, redeemed at carrying value or reach maturity, we have classified themit as a long-term investmentsinvestment on the balance sheet.

Financial assets and liabilities carried at fair value as of December 31, 2011, are classified below (in thousands):

      Level 1   Level 2   Level 3   Total    
  

 

Assets:

            

U.S. government and agency securities

    $  25,540    $25,307    $0    $  50,847    

Obligations of government-sponsored enterprises (1)

     0     16,612     0     16,612    

State and municipal bonds

     0     142,873     0     142,873    

Corporate securities

     0     77,321     2,588     79,909    

Other investments

     0     36     0     36    
  

 

Investments subtotal

     25,540     262,149     2,588     290,277    

Forward contracts (2)

     2,626     6,584     0     9,210    
    Money market investments related to the deferred compensation plan     3,199   0   0   3,199    
  

 

Total assets at fair value

    $31,365    $268,733    $2,588    $302,686    
  

 

Liabilities:

            

Liabilities related to the deferred compensation plan

    $3,199    $0    $0    $3,199    
  

 

Total liabilities at fair value

    $3,199    $0    $0    $3,199    
  

 

Financial assets and liabilities carried at fair value as of December 31, 2010, are classified below (in thousands):

 

       Level 1   Level 2   Level 3   Total     
     

Assets:

            

U.S. government and agency securities

    $  21,318    $—      $—      $  21,318    

Obligations of government-sponsored enterprises (1)

     5,785     —       —       5,785    

State and municipal bonds

     131,626     —       2,683     134,309    

Corporate securities

     46,683     —       2,914     49,597    

Other investments

     36     —       —       36    
     

Investments subtotal

     205,448     —       5,597     211,045    

Forward contracts (2)

     3,275     —       —       3,275    

Money market investments related to the deferred compensation plan

     3,427     —       —       3,427    
     

Total assets at fair value

    $212,150    $—      $5,597    $217,747    
     

Liabilities:

            

Liabilities related to the deferred compensation plan

    $3,427    $—      $—      $3,427    
     

Total liabilities at fair value

    $3,427    $—      $—      $3,427    
     

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          Level 1   Level 2   Level 3   Total    
       

 

Assets:

                        

U.S. government and agency securities

    $  12,811    $—      $—      $  12,811        $  11,203    $10,115    $0    $  21,318    

Obligations of government-sponsored enterprises (1)

     10,666     —       —       10,666         0     5,785     0     5,785    

State and municipal bonds

     161,839     —       4,133     165,972         0     131,626     2,683     134,309    

Corporate securities

     13,654     —       2,914     16,568         0     46,683     2,914     49,597    

Other investments

     36     —       —       36         0     36     0     36    
       

 

Investments subtotal

     199,006     —       7,047     206,053         11,203     194,245     5,597     211,045    

Forward contracts (2)

     851     —       —       851         1,569     1,706     0     3,275    

Money market investments related to the deferred compensation plan

     3,155     —       —       3,155         3,427     0     0     3,427    
       

 

Total assets at fair value

    $203,012    $—      $7,047    $210,059        $16,199    $195,951    $5,597    $217,747    
       

 

Liabilities:

                        

Liabilities related to the deferred compensation plan

    $3,155    $—      $—      $3,155        $3,427    $0    $0    $3,427    
       

 

Total liabilities at fair value

    $3,155    $—      $—      $3,155        $3,427    $0    $0    $3,427    
       

 

 

 1)Includes investments in notes issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Federal Farm Credit Banks and the Federal Home Loan Bank.
 2)The fair value of forward contracts are calculated as follows:
 a.Fair value of forward collar contract associated with forecasted sales hedges are calculated using the midpoint of ask and bid rates for similar contracts.

 b.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).
 c.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 as defined in ASC 820 for the years ended December 31 (in thousands):

 

  Year Ended   Year Ended 
  December 31,
2010
 December 31,
2009
   

December 31,

2011

 

December 31,

2010

 
       

 

 

 

Balance at beginning of the year

  $7,047   $7,047    $5,597   $7,047  

Transfers to Level 3

            0    0  

Total losses (realized or unrealized):

      

Included in earnings

            (255  0  

Included in other comprehensive income (loss)

   200         317    200  

Purchases and settlements (net)

   (1,650)         (3,071  (1,650
       

 

 

 

Balance at end of period

  $5,597   $7,047    $2,588   $5,597  
       

 

 

 

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

  $—     $  

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

  $0   $0  
       

 

 

 

As of December 31, 20102011 and December 31, 2009,2010, there were no other Level 3 unrealized losses that Zebra believes to be other-than-temporary. No realized gains or losses were recorded for the years ended December 31, 2010 2009 and 2008.2009.

The following is a summary of short-term and long-term investments at December 31, 20102011 and December 31, 20092010 (in thousands):

 

  As of December 31, 2010   As of December 31, 2011 
       

 

 

 
  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 Estimated
Fair
Value
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 Estimated
Fair
Value
 
       

 

 

 

U.S. government and agency securities

  $21,226    $98    $(6 $21,318    $50,738    $115    $(6 $50,847  

Obligations of government-sponsored enterprises

   5,731     54         5,785     16,581     32     (1  16,612  

State and municipal bonds

   134,370     402     (463  134,309     142,586     330     (43  142,873  

Corporate securities

   49,884     199     (486  49,597     81,132     164     (1,387  79,909  

Other investments

   36              36     36     0     0    36  
       

 

 

Total investments

  $211,247    $753    $(955 $211,045    $291,073    $641    $(1,437 $290,277  
       

 

 

 
  As of December 31, 2009   As of December 31, 2010 
       

 

 

 
  Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 Estimated
Fair
Value
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
 Estimated
Fair
Value
 
       

 

 

 

U.S. government and agency securities

  $12,931    $45    $(165 $12,811    $21,226    $98    $(6 $21,318  

Obligations of government-sponsored enterprises

   10,589     82     (5  10,666     5,731     54     0    5,785  

State and municipal bonds

   165,366     1,177     (571  165,972     134,370     402     (463  134,309  

Corporate securities

   16,680     306     (418  16,568     49,884     199     (486  49,597  

Other investments

   36              36     36     0     0    36  
       

 

 

Total investments

  $205,602    $1,610    $(1,159 $206,053    $211,247    $753    $(955 $211,045  
       

 

 

 

The maturity dates of investments as of December 31, 20102011 are as follows (in thousands):

 

   As of December 31, 2010 
     
           Amortized Cost                Estimated Fair Value     

Less than 1 year

      $125,292                $125,567          

1 to 5 years

   85,216             84,725          

6 to 10 years

   739             753          

Thereafter

   —             —          
          

Total

      $211,247                $211,045          
          

   As of December 31, 2011 
  

 

 

 
           Amortized Cost               Estimated Fair Value     
  

 

 

 

Less than 1 year

      $182,982                $182,398          

1 to 5 years

   106,777             106,560          

6 to 10 years

   1,314             1,319          

Thereafter

   0             0          
  

 

 

 

Total

      $291,073                $290,277          
  

 

 

 

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 4 Investments and Marketable Securities

We classify our investments in marketable debt securities as available-for-sale. As of December 31, 2010,2011, all of our investments in marketable debt securities with maturities greater than one year are classified as long-term in 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 statement of cash flows, changes in the balances ofavailable-for-sale securities are shown as purchases, sales and maturities of investments and marketable securities under investing activities.

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

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

 

  Year Ended December 31, 
    
          2010                  2009                  2008         

Changes in unrealized gains and losses on available-for- sale securities, net of tax, recorded in accumulated other comprehensive income (loss)

   $    (406)          $    737          $    (543)       
            
    Year Ended December 31, 
            2011                   2010                   2009         

Changes in unrealized gains and losses on available-for- sale securities, net of tax, recorded in accumulated other comprehensive income (loss)

    $    (385)           $    (406)           $    737       
  

 

 

   

 

 

   

 

 

 

The following table shows the number, aggregate market value and unrealized losses (in thousands) of investments with market values that were less than amortized cost as of December 31, 2010.2011. These lower market values are primarily caused by fluctuations in credit spreads. Market values are expected to recover to the amortized cost prior to maturity.

 

 Unrealized Loss < 12 months    Unrealized Loss > 12 months   Unrealized Loss < 12 months   Unrealized Loss > 12 months 
 Number of
investments
  Aggregate
Market Value
       Unrealized    
Losses
    Number of
investments
  Aggregate
Market Value
       Unrealized    
Losses
   Number of
investments
  Aggregate
Market Value
       Unrealized    
Losses
   Number of
investments
  Aggregate
Market Value
       Unrealized    
Losses
 
          

 

   

 

 

Government securities

 —     
—    
  
  $—            1    $610          $(6)           5    $    4,599           $(3)           6    $    6,708           $(4)      

State and municipal bonds

 10   17,707         (6)          13   20,461         (457)         16   24,556          (7)         11   18,612          (36)      

Corporate Securities

 3   4,029         (8)          12   13,850         (478)         35   31,461          (855)         53   17,057          (532)      
          

 

   

 

 

Total

 13    $21,736        $(14)          26    $34,921          $(941)         56    $    60,616           $(865)         70    $42,377           $(572)      
          

 

   

 

 
            

As of December 31, 2009, the number, aggregate market value and unrealized losses (in thousands) of investments with market values that were less than amortized cost were:

   

 Unrealized Loss < 12 months    Unrealized Loss > 12 months 
 Number of
investments
  Aggregate
Market Value
       Unrealized    
Losses
    Number of
investments
  Aggregate
Market Value
       Unrealized    
Losses
 
        

Government securities

 12    $5,511        $(164)          2    $2,361            $(7)       

State and municipal bonds

 3   5,580         (1)          15   19,145         (570)       

Corporate Securities

 2   4,187         (413)          2   1,391         (5)       
        

Total

 17    $15,278        $(578)          19    $22,897            $(582)       
        

As of December 31, 2010, the number, aggregate market value and unrealized losses (in thousands) of investments with market values that were less than amortized cost were:

   Unrealized Loss < 12 months   Unrealized Loss > 12 months 
   Number of
investments
  Aggregate
Market Value
       Unrealized    
Losses
   Number of
investments
  Aggregate
Market Value
       Unrealized    
Losses
 
  

 

   

 

 

Government securities

    0    $0             $0            1    $610           $(6)      

State and municipal bonds

  10   17,707          (6)         13   20,461          (457)      

Corporate Securities

    3   4,029          (8)         12   13,850          (478)      
  

 

   

 

 

Total

  13    $21,736           $(14)         26    $34,921           $(941)      
  

 

   

 

 

Using the specific identification method, the proceeds and realized gains on the sales of available-for-sale securities were as follows (in thousands):

 

  Year Ended December 31, 
          2010                   2009                   2008           

 

 

 
       2011   2010   2009 

Proceeds

    $102,485    $56,020    $165,177         $303,801    $102,485    $56,020  

Realized gains

   458     260     376          388     458     260  

Realized losses

   (198)     (219)     (901)         (306)     (198)     (219)  

Net realized losses included in other comprehensive income (loss) as of the end of the prior year

   (264)     (26)     (441)         159     (264)     (26)  

Included in Zebra’s cash, restricted cash, investments and marketable securities are amounts held by foreign subsidiaries which are generally invested in U.S. dollar-denominated holdings. Zebra had $96,829,000 as of December 31, 2011, and $42,367,000 as of December 31, 2010 of foreign cash and investments. Amounts held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation, however, Zebra does not see a need to repatriate these funds.

Note 5 Accounts Receivable Reserves

The components of accounts receivable are as follows (in thousands):

   As of 
   December 31, 2011  December 31, 2010 

Gross accounts receivable

    $156,790     $131,602  

Accounts receivable reserves

   (1,560  (1,459
  

 

 

  

 

 

 

Accounts receivable, net

    $155,230     $130,143  
  

 

 

  

 

 

 

Note 6 Inventories

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

 

 As of   As of 
     December 31, 2010         December 31, 2009           December 31, 2011           December 31, 2010     

Raw material

   $33,441          $27,953           $44,213           $33,441       

Work in process

  171         162          872          171       

Deferred costs of long-term contracts

  482         1,937          220          482       

Finished goods

  89,485         58,928          102,693          88,713       
        

 

   

 

 

Total inventories, gross

  123,579         88,980          147,998          122,807       

Inventory reserves

  (9,837)         (9,054)          (14,710)          (9,837)       
        

 

   

 

 

Total inventories, net

   $113,742          $79,926           $133,288           $112,970       
        

 

   

 

 

Note 67 Property and Equipment

Property and equipment, which includes assets under capital leases, is comprised of the following (in thousands):

 

  December 31, 
       As of December 31, 
          2010                   2009                   2011                 2010         
       

 

 

 

Buildings

    $2,036    $2,036         $2,086        $2,036       

Land

   471     320          504         471       

Machinery, equipment and tooling

   77,873     74,311          81,464         76,617       

Furniture and office equipment

   11,695     11,191          12,003         11,456       

Computers and software

   81,306     81,096          111,793         76,637       

Automobiles

   20     20          18         14       

Leasehold improvements

   12,924     11,637          15,494         12,041       

Projects in progress – computers and software

   26,844     11,594          9,135         26,844       

Projects in progress - other

   10,600     3,275          11,332         10,600       
       

 

 

 
   223,769     195,480          243,829         216,716       

Less accumulated depreciation and amortization

   (134,786)     (117,891)          (146,007)        (129,623)      
       

 

 

 

Net property and equipment

    $88,983    $77,589         $97,822   $87,093  
       

 

 

 

Other items related to property and equipment are as follows (in thousands):

 

   December 31, 
     
   2010   2009 
     

Unamortized computer software costs

      $    17,509            $    21,545      
   As of December 31, 
  

 

 

 
   2011   2010 
  

 

 

 

Unamortized computer software costs

      $    42,134        $17,298  

 

  Year Ended December 31,   Year Ended December 31, 
       

 

 

 
  2010   2009   2008   2011   2010   2009 
       

 

 

 

Amortization of capitalized software

      $    5,624          $    6,212          $    5,058            $    6,180          $    5,624          $    6,212      

Total depreciation expense charged to income

   21,636         22,447         20,006         20,680         20,291         20,945      

Note 78 Goodwill and Other Intangible Asset Data

Intangible asset data are as follows (in thousands):

 

   As of December 31, 2010    
   Gross
Amount
   Accumulated
Amortization
  Net
Amount
   

Amortized intangible assets

       

Current technology

    $31,846          $(20,743)        $11,103        

Patent and patent rights

   17,160         (9,351)       7,809        

Customer relationships

   44,670         (13,876)       30,794        
                

Total

    $93,676          $(43,970)        $49,706        
                

Amortization expense for the year ended December 31, 2010

  

    $  9,573         
          

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 required total consideration in the amount of approximately $3,047,000 or € 2,400,000, of which Zebra has paid in full through the end of 2010. This agreement provides Zebra with a new distribution partner and enhanced technology solutions and software.

  As of December 31, 2009      As of December 31, 2011    
  Gross
Amount
   Accumulated
Amortization
   Net
Amount
     Gross
Amount
   Accumulated
Amortization
 Net Amount   

Amortized intangible assets

               

Current technology

      $32,038          $(17,071)          $14,967            $12,718          $(11,403       $1,315        

Patent and patent rights

   13,663         (6,774)         6,889           23,392         (12,079  11,313        

Customer relationships

   44,822         (10,696)         34,126           1,773         (1,734  39        
                

 

   

 

  

 

   

Total

      $90,523          $(34,541)          $55,982            $37,883          $(25,216       $12,667        
                

 

   

 

  

 

   

Amortization expense for the year ended December 31, 2009

  

    $10,466          

Amortization expense for the year ended December 31, 2011

Amortization expense for the year ended December 31, 2011

  

    $  3,320         
               

 

     

 

Estimated amortization expense:

      

For the year ended December 31, 2011

9,553      

For the year ended December 31, 2012

   8,8993,593           

For the year ended December 31, 2013

   7,5502,662           

For the year ended December 31, 2014

   4,5112,413           

For the year ended December 31, 2015

   3,7971,950         

For the year ended December 31, 2016

1,511      

Thereafter

   15,396538           
  

       

Total

    $49,70612,667           
  

       

Certain of ourDuring 2011, we acquired intangible assets including goodwill are denominated in foreign currencythe amount of $6,232,000 for patents and as such, includeother intellectual property. During 2010, we acquired intangible assets in the effectsamount of foreign currency translation.$3,497,000 for patents and other intellectual property. These intangible assets have an estimated useful life of 2 to 9 years.

 

   December 31,
2010
   December 31,
2009
    

Unamortized intangible assets

      

Goodwill at gross cost

    $265,799          $ 265,799        

Impairment charges

   (112,184)         (112,184)        

Foreign exchange impact

   (1,682)         (390)        
            

Goodwill

    $151,933          $153,225        
              
   As of December 31, 2010    
   Gross
Amount
   Accumulated
Amortization
   Net
Amount
   

Amortized intangible assets

        

Current technology

    $12,718          $(10,863)          $1,855        

Patent and patent rights

   17,160         (9,351)         7,809        

Customer relationships

   1,773         (1,682)         91        
  

 

 

   

 

 

   

 

 

   

Total

    $31,651          $(21,896)          $9,755        
  

 

 

   

 

 

   

 

 

   

Amortization expense for the year ended December 31, 2010

  

    $3,211          
    

 

 

     

 

   As of December 31,    
   2011   2010   

Unamortized intangible assets

      

Goodwill at gross cost

    $180,731          $180,731        

Impairment charges

   (101,028)         (101,028)        
  

 

 

   

 

 

   

Goodwill

    $79,703          $79,703        
  

 

 

   

 

 

     

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.

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. 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. See detailed discussion on Valuation of Goodwill, Long-Lived and Other Intangible Assets in the Critical Accounting Policies and Estimates Section of Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K. .

During the fourthfirst quarter of 2008,2011, we determined thatannounced an agreement to sell Navis and our decision to divest certain other operations, which constituted a portion, but not all, of our Zebra Enterprise Solutions (ZES) segment, which was also deemed to be the reporting unit for goodwill impairment indicators existed relatedtesting purposes. As a result of our decision to identified intangible assets and conducted an additional impairment test of intangibles. Duesell Navis, goodwill attributable to the deteriorationZES segment was allocated to the three businesses that constituted the prior reporting unit based on the relative fair value of those businesses. Goodwill was allocated between continuing operations ($9,114,000) and discontinued operations ($72,795,000) based on the relative fair value of each of the economybusinesses. The goodwill allocated above to continuing operations was tested for impairment and a significant reduction in the price of our stock, we determined that our goodwill and other intangible assets were impaired requiring total estimated impairment charges of $157,600,000 at December 31, 2008. (The portion of the goodwill associated with our ZES segment included in the estimated impairment chargerelated to this reporting unit was $113,679,000). 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 our original goodwill impairment for ZES. In addition, we recorded an impairment charge for a ZES intangible asset or $437,000.not impaired.

We performed our annual impairment test in June 20102011 and determined that our goodwill was not impaired as of the end of May 2010.

Changes in the net carrying value amount of goodwill were as follows (in thousands):

       ZES          SPG           Total    
     

Goodwill at December 31, 2008

     80,837        70,519         151,356   

Impairment reversal

     1,495                 1,495   

Foreign exchange impact

     304        70         374   
     

Goodwill at December 31, 2009

      $82,636         $70,589          $153,225   

Impairment reversal

                         

Foreign exchange impact

     (1,292               (1,292 
     

Goodwill at December 31, 2010

      $81,344         $70,589          $151,933   
     

During 2010, we acquired intangible assets in the amount of $3,497,000 for patents and other intellectual property. During 2009, we acquired intangible assets in the amount of $425,000 for patent rights. These intangible assets have an estimated useful life of 2 to 9 years. In conjunction with our goodwill impairment testing in 2008, we also tested our identifiable intangible assets and found several of them to be impaired resulting in an additional impairment charge of $28,937,000 to our ZES segment and $14,680,000 to

our SPG segment. The intangible asset impairment charges in our SPG segment in 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.2011.

Note 89 Other Assets

Other assets consist of the following (in thousands):

 

      December 31,       As of December 31, 
       

 

 

 
      2010               2009       2011   2010 
       

 

 

 

Money market investments related to the deferred compensation plan (See Note 16)

    $3,427          $3,155    

Money market investments related to the deferred compensation plan (See Note 17)

    $3,199          $3,427      

Long-term equity securities

     527           532       80         98      

Deposits

     1,194           1,120       917         479      

Other long-term assets

     58           108    
       

 

 

 

Total

    $  5,206          $  4,915        $  4,196          $4,004      
       

 

 

 

Note 910 Costs Associated with Exit or Disposal Activities

During 2008, we initiated two different plans to close facilities. These plans are being accounted for under ASC 420.

In January 2008,2011, we initiatedannounced an agreement to sell a portion of ZES, which primarily consists of Navis, to Cargotec Corporation. Following the transaction which was completed on March 18, 2011, we retained the Location Solutions products from the former ZES, which includes active RFID real-time location solutions and associated tags and readers. In the first quarter of 2011, we also announced a plan to closeconsolidate any remaining administrative and accounting functions from the former ZES into our supplies manufacturing plantcorporate facilities in Warwick, Rhode Island and transfer operations to a new facility in Flowery Branch, Georgia. This transition was completed duringIllinois. The costs below incurred for the second quarter of 2008. We do not expect to incur any further costs associated with this plan.

Costs incurred and included in theyear ended December 31, 2008 results were (in thousands):2011, represent the costs related to the consolidation and relocation of the administrative and accounting functions. Costs expected in 2012 related to consolidating the former ZES into the corporate facility are not expected to be material.

Type of Cost2008

Severance, stay bonuses, and other employee-related expenses

$    341

Other exit costs

261

Total

$    602

Also inIn 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. TheseWe substantially completed these actions are intended to optimize our global printer product supply chain by improving responsiveness to customer needsin 2010, and increasing Zebra’s flexibility to meet emerging business opportunities. All printer manufacturing in our Vernon Hills, Illinois, and Camarillo, California, facilities have been transferred to Jabil’s facility in Guangzhou, China as ofthe costs noted below incurred through December 31, 2010.2010, relate to the completion of this transfer. No more costs are expected to be incurred related to the transfer of Zebra’s final assembly to Jabil.

As of December 31, 2010,2011, we have incurred the following exit costs related to consolidating the former ZES function into our corporate facilities (in thousands):

 

Type of Cost       Cost incurred
through
December 31,
2009
             

Costs incurred
for the year
ended

December 31,

2010

             Total costs
incurred as of
December 31,
2010
       Costs incurred for
the year ended
December 31,
2011
   Additional costs
expected to be
incurred
   Total costs    
expected to be    
incurred    
 

 

Severance, stay bonuses, and
other employee-related expenses

    $7,633        $605        $8,238        $1,113    $50    $1,163      

Professional services

     5,915         1,365         7,280       890     50     940      

Relocation and transition costs

     8,802         1,959         10,761       38     300     338      

Other exit costs

     30         268         298    
       

 

 

 

Total

    $  22,380        $  4,197        $  26,577        $2,041    $400    $2,441      
       

 

 

 

For the year endedAs of December 31, 2010,2011, we have incurred the following exit costs by segmentrelated to transfer of our final assembly to Jabil (in thousands):

 

Type of Cost       Specialty
Printing Group
(SPG) costs
             Zebra Enterprise
Solutions (ZES)
costs
             Total costs incurred
for the year ended
December 31,  2010
      

Severance, stay bonuses, and other
employee-related expenses

      $94          $511          $605    

Professional services

     140         1,225         1,365    

Relocation and transition costs

     1,959         0         1,959    

Other exit costs

     0         268         268    
     

Total

      $  2,193          $  2,004          $  4,197    
     

For the year ended December 31, 2009, we 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 year ended
December 31,  2009
        Cost incurred
through
December 31,
2010
   Costs incurred for
the year ended
December 31,
2011
   Total costs    
incurred as of    
December 31,    
2011    
 

 

Severance, stay bonuses, and other
employee-related expenses

��     $  2,356          $969          $  3,325        $6,764    $0    $6,764      

Professional services

     485         5         490       6,050     0     6,050      

Relocation and transition costs

     5,140         0         5,140       10,761     0     10,761      

Other exit costs

     0         30         30       63     0     63      
       

 

 

 

Total

      $7,981          $1,004          $8,985        $23,638    $0    $23,638      
       

 

 

 

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

 

      Year Ended 
       Year Ended December 31, 
      December 31,
2010
         December 31,
2009
     2011 2010 
       

 

 

 

Balance at beginning of period

      $3,038         $6,378       $1,479   $ 3,038  

Charged to earnings

     4,197        8,985      2,041    2,262  

Cash paid

     (5,534      (12,325    (2,472  (3,821)     
       

 

 

 

Balance at the end of period

      $1,701         $3,038       $1,048   $1,479  
       

 

 

 

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

Also included in the line item exit, restructuring and integration costs 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. Expenses related to integrating these businesses totaled $3,206,000 for the year ended December 31, 2009, and $3,359,000 for the year ended December 31, 2008.

On January 31, 2011, Zebra announced that it will sell its Navis Holdings, LLC business unit to a third party. See Note 23 Subsequent events for further details. Zebra incurred costs in 2010 related to consulting and professional fees in order to prepare for the sale of this unit. Costs incurred related to the future disposition of $1,153,000 have been included in the exit, restructuring and integration costs line item for 2010.

Note 1011 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 but have not settled are considered Level 1 in the fair value hierarchy, and hedges that have not traded 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 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.

Forward Contracts

We record our forward contracts at fair value on our consolidated balance sheet as either long-term other assets or long-term other liabilities depending upon the fair value calculation as detailed in Note 3 of Zebra’s financial statements. The amounts recorded on our consolidated balance sheets are as follows (in thousands):

       As of        
       
       December 31, 2010           December 31, 2009       
       

Assets:

              

Other assets

    $3,275        $851      
       

Total

    $3,275        $851      
       

Liabilities:

              

Other long-term liabilities

    $        $      
       

Total

    $        $      
       

Summary financial information related to these activities included in our consolidated statement of earnings as other income (expense) is as follows (in thousands):

 

   Year Ended December 31,   
      
   2010    2009    2008   

Change in losses from foreign exchange derivatives

  $5,074    $(512 $(13,196 

Gain (loss) on net foreign currency assets

   (5,287  467     16,714    
              

Net foreign exchange gain (loss)

  $(213 $(45 $3,518   
              
   December 31,
2010
  December 31,
2009
  December 31,
2008
  

Notional balance of outstanding contracts:

     

Euro

  46,307    37,042    18,500    

Pound

  £6,162    £7,476    £5,000    

Euro/Pound

  —     —     17,000    

Net fair value of outstanding contracts

  $667    $(6 $(2,414 
   Year Ended December 31, 
   2011   2010   2009 
  

 

 

 

Change in gains (losses) from foreign exchange derivatives

    $(825)        $5,074    $(512)      

Gain (loss) on net foreign currency assets

   (1,181)         (5,243)     408      
  

 

 

 

Net foreign exchange loss

    $(2,006)        $(169)    $(104)      
  

 

 

 
   As of     
   
 
December 31,
2011
  
  
   
 
December 31,
2010
  
  
  
  

 

 

   

 

 

   

Notional balance of outstanding contracts:

      

Euro/US dollar

  36,684    46,307    

Pound/US dollar

  £6,016    £6,162    

Net fair value of outstanding contracts

  $54    $667    

Hedging of Anticipated Sales

We can manage the exchange rate risk of anticipated euro-denominated sales using purchased options, forward contracts, participating forwards and options. 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 is as follows (in thousands):

 

      As of 
     
      December 31,
2010
           December 31,
2009
       As of 
              December 31,
2011
   December 31,
2010
 

Net unrealized gains (losses) deferred in other comprehensive income:

                  

Gross

    $  (1,522)          $  31        $8,878      $(1,522)      

Income tax benefit

     (573)           12    

Income tax expense (benefit)

   2,669     (573)      
            

 

   

 

 

Net

    $(949)          $19        $6,209      $(949)      
            

 

   

 

 

Summary financial information related to the cash flow hedges of future revenues follows (in thousands, except percentages):

 

As of
December 31,
2010
December 31,
2009

Notional balance of outstanding contracts versus the dollar

82,800—  

Hedge effectiveness

100%—  
   As of 
   December 31,
2011
   December 31,
2010
 

Notional balance of outstanding contracts versus the dollar

    €85,105          €73,800      

Hedge effectiveness

   100%         100%      

 

       Year Ended December 31, 
     
       2010       2009       2008 
     

Net gain and (losses) included in revenue

    $(630     $603        $(12,354 
   Year Ended December 31, 
   2011     2010     2009  
  

 

 

 

Net gains and (losses) included in revenue

    $(4,159)          $(630)      $603    

Forward Contracts

We record our forward contracts at fair value on our consolidated balance sheet as either long-term other assets or long-term other liabilities depending upon the fair value calculation as detailed in Note 3 of Zebra’s financial statements. The amounts recorded on our consolidated balance sheets are as follows (in thousands):

   As of 
   December 31,
2011
   December 31,
2010
 

Assets:

    

Other assets

    $9,210          $3,275      
  

 

 

   

 

 

 

Total

    $9,210          $3,275      
  

 

 

   

 

 

 

Note 1112 Commitments and Contingencies

Leases.Minimum future obligations under all non-cancelable operating leases as of December 31, 20102011 are as follows (in thousands):

 

      Operating    
Leases
       Operating    
Leases    
 
     

2011

    $12,269    

2012

   10,450        $10,888      

2013

   8,904       10,033      

2014

   5,078       6,905      

2015

   2,830       3,951      
  

 

 

2016

   3,003      

Thereafter

   8,486       6,759      
       

 

 

Total minimum lease payments

    $48,017        $41,539      
       

 

 

Rent expense for operating leases charged to operations was as follows (in thousands):

 

       Year Ended December 31,     
     
         2010                 2009               2008        
     

Rent expense

      $  13,367          $  13,312        $  15,695    
   Year Ended December 31, 
   2011     2010     2009  
  

 

 

 

Rent expense

    $13,907          $11,469          $11,725      

The operating lease information includes a variety of properties around the world. These properties are used as manufacturing facilities, distribution centers and sales offices. Lease terms range from one year to 17 years with breaking periods specified in the lease agreements.

Letters of Credit.In connection with various customer contracts, Zebra has entered into four letters of credit agreements with a bank. The contingent liability of Zebra under these agreements as of December 31, 2010,2011, is $1,781,000.$1,468,000. See below for letters of credit related to our revolving credit agreement.

Revolving Credit Agreement. On August 14, 2008, Zebra entered into a revolving credit agreement for a five-year $100 million revolving credit facility. The funds under this credit facility are available for general corporate purposes of Zebra and its subsidiaries in the ordinary course of business and other purposes permitted by the agreement.

This credit agreement is guaranteed by certain of Zebra’s domestic subsidiaries. Loans under the agreement bear interest at a rate equal to the prime rate or a spread over the applicable LIBOR rate, as selected by Zebra. This spread for LIBOR-based loans depends on our ratio of Total Debt to EBITDA, as defined in the agreement, and ranges from 0.50% to 1.25%. The spread in effect at closing for LIBOR-based loans was 0.50%.

The credit agreement includes customary representations, warranties, affirmative and negative covenants (including, among others, restrictions on the payment of cash dividends) and events of default (and related remedies, including acceleration and increased interest rates following an event of default). It also contains financial covenants tied to Zebra’s leverage ratio and fixed charge coverage ratio. As of December 31, 2010,2011, we had established letters of credit amounting to $3,858,000,$3,500,000, which reduce the funds available for borrowing under the agreement. As of December 31, 20102011 and 2009,2010, no amounts were outstanding under the credit agreement.

Legal Proceedings.On April 9, 2008, a complaint was filed in the U.S. District Court for the Northern District of Illinois by Barcode Informatica, Ltd. (“Barcode”), a former Brazilian reseller, against Zebra. The complaint allegesalleged that Zebra wrongfully terminated Barcode’s reseller status and tortiously interfered with Barcode’s alleged bid for the sale of printers to a Brazilian customer. On March 23, 2011, the district court dismissed Barcode’s claim seeks an unspecifiedcaseand on October 14, 2011, Barcode re-filed its lawsuit in Brazil.In January of 2012, the Brazilian lawsuit was settled by the parties and the lawsuit dismissed. The amount of damages. Discovery in the case is on-going and we expect that a trial will occur in the second half of 2011. Zebra is vigorously defending this action, believes that Barcode’s claims are without merit and that the matter willsettlement was not have a material adverse impact on our business.significant.

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 1213 Savings and Profit Sharing Plans

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 ofIn 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 has a discretionary profit-sharing plan for qualified employees, to which it contributes a percentage of eligible payroll each year. In 2009, Zebra announced that it was suspending any further contributions to the profit sharing plan until further notice. Participants are not permitted to make contributions under the profit-sharing plan.

Company contributions to these plans, which were charged to operations, approximated the following (in thousands):

 

       Year Ended December 31,     
     
       2010           2009           2008     
     

401(k)

    $4,586        $2,210        $4,156    

Profit sharing

     0         145         1,748    
     

Total

    $  4,586        $  2,355        $  5,904    
     

Percentage of eligible payroll contributed for profit sharing plan

     N/A         N/A         1.5%    

     Year Ended December 31,   

 

 

 

     2011         2010         2009    
 

 

401(k)

   $  4,813        $  4,586        $  2,210    

Profit sharing

    0         0         145    
 

 

Total

   $4,813        $4,586        $2,355    
 

 

Note 1314 Stockholders’ Equity

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

 

  As of 
      December 31,    
2010
       December 31,    
2009
       December 31,    
2011
       December 31,    
2010
 

Preferred Stock

        

Par value per share

      $0.01               $0.01               $0.01               $0.01         

Shares authorized

   10,000,000            10,000,000            10,000,000            10,000,000         

Shares outstanding

   —               —               0            0         

Common Stock—Class A

        

Par value per share

      $0.01               $0.01               $0.01               $0.01         

Shares authorized

   150,000,000            150,000,000            150,000,000            150,000,000         

Shares issued

   72,151,857            72,151,857            72,151,857            72,151,857         

Shares outstanding

   55,711,325            58,318,983            52,095,166            55,711,325         

Treasury stock

        

Shares held

   16,440,532            13,832,874            20,056,691            16,440,532         

During the year ended December 31, 2010,2011, Zebra purchased 3,349,2864,353,801 shares of common stock for $102,091,000$160,200,000 under board authorized share repurchase plans compared to the year ended December 31, 2009,2010, in which Zebra purchased 3,349,286 shares of common stock for $102,091,000. During the year ended December 31, 2009, Zebra purchased 3,173,182 shares of common stock for $65,445,000. During the year ended December 31, 2008, Zebra purchased 6,008,232 shares of common stock for $157,582,000.

A roll forward of Class A common shares outstanding is as follows:

 

  Year Ended December 31,   Year Ended December 31, 
       

 

 

 
          2010                   2009                   2011                   2010         
          

 

   

 

 

Balance at the beginning of the year

   58,318,983     60,861,592     55,711,325     58,318,983  

Repurchases

   (3,349,286)     (3,173,182)     (4,353,801)     (3,349,286)  

Stock option and ESPP issuances

   389,799     281,975  

Stock options, rights and ESPP issuances

   593,574     389,799  

Restricted share issuances

   375,279     409,201     215,510     375,279  

Restricted share forfeitures

   (16,252)     (49,650)     (17,138)     (16,252)  

Shares withheld for tax obligations

   (7,198)     (10,953)     (54,304)     (7,198)  
          

 

   

 

 

Balance at the end of the period

   55,711,325     58,318,983     52,095,166     55,711,325  
          

 

   

 

 

Stockholder Rights Agreement.Zebra’s Board of Directors adopted a Stockholder Rights Agreement under which stock purchase rights were paid by dividend to stockholders of record on March 15, 2002, at the rate of one Class A Right for each outstanding share of Class A Common Stock. Each Class A Right, other than those held by an acquiring person, entitles the registered holder to purchase one ten-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, at a price of $133.33 per four ninety-thousandth of Class A Preferred Share after the distribution date. The distribution date is 10 days after the date on which any person or group announces that it has acquired 15% or more of Zebra’s outstanding common stock or 10 days (or a later date as determined by the Board of Directors) after the date on which any person or group announces or commences a tender offer that would result in the person or group becoming an owner of 15% or more of the outstanding common stock.

The Board of Directors has determined to allow the Rights willto expire on March 14, 2012, unless that date is extended by the Board of Directors or unless the Rights are redeemed or terminated earlier. A committee of Zebra’s independent directors reviews the Rights Plan at least every three years and decides whether it should continue or be revoked. Zebra generally may amend the Rights Plan or redeem the Rights at $0.001 per Right at any time prior to the time a person or group has acquired at least 15% of the outstanding common stock.2012.

Note 1415 Earnings (Loss) Per Share

For the years ended December 31, 2011, 2010, 2009, and 2008,2009, earnings (loss) per share were computed as follows (in thousands, except per-share amounts):

 

   Year Ended December 31, 
     
           2010                   2009                   2008         
     

Basic earnings (loss) per share:

      

Net income (loss)

    $101,778    $47,104      $(38,421)       

Weighted average common shares outstanding

   57,143     59,306     64,524       

Per share amount

    $1.78    $0.79      $(0.60)       

Diluted earnings (loss) per share:

      

Net income (loss)

    $101,778    $47,104      $(38,421)       

Weighted average common shares outstanding

   57,143     59,306     64,524       

Add: Effect of dilutive securities – stock options

   285     119     —         
     

Diluted weighted average and equivalent shares outstanding

   57,428     59,425     64,524       

Per share amount

    $1.77    $0.79      $(0.60)       

   Year Ended December 31, 
  

 

 

 
           2011                   2010                   2009         
  

 

 

 

Weighted average shares:

      

Weighted average common shares outstanding

   53,854     57,143     59,306       

Effect of dilutive securities outstanding

   337     285     119       
  

 

 

 

Diluted weighted average shares outstanding

   54,191     57,428     59,425       
  

 

 

 

Earnings (loss):

      

Income from continuing operations

    $130,343    $104,614      $48,491       

Income (loss) from discontinued operations

   44,300     (2,836)     (1,387)       
  

 

 

 

Net Income

    $174,643    $101,778      $47,104       
  

 

 

 

Basic per share amounts:

      

Income from continuing operations

    $2.42    $1.83      $0.81       

Income (loss) from discontinued operations

   0.82     (0.05)     (0.02)       
  

 

 

 

Net Income

    $3.24    $1.78      $0.79       
  

 

 

 

Diluted per share amounts:

      

Income from continuing operations

    $2.40    $1.82      $0.81       

Income (loss) from discontinued operations

   0.82     (0.05)     (0.02)       
  

 

 

 

Net Income

    $3.22    $1.77      $0.79       
  

 

 

 

The potentially dilutive securities that were excluded from the earnings (loss) per share calculation consist of stock options and stock appreciation rights (SARs) with an exercise price greater than the average market price of the Class A Common Stock. These options were as follows:

 

   Year Ended December 31, 
     
           2010                   2009                   2008         
     

Potentially dilutive shares

   1,844,038     2,350,854     2,217,940       
   Year Ended December 31, 
  

 

 

 
           2011                   2010                   2009         
  

 

 

 

Potentially dilutive shares

   1,425,880     1,844,038     2,350,854  

Note 1516 Equity-Based Compensation

As of December 31, 2010,2011, Zebra had a general equity-based compensation plan and a stock purchase plan under which shares of our common stock were available for future grants and sales, and which are described below.

On May 9, 2006,19, 2011, Zebra’s stockholders approved the 20062011 Zebra Technologies Corporation Long Term Incentive Compensation Plan (the 20062011 Plan), which included authorization for issuance of awards of 5,500,000 shares under the 20062011 Plan. The 20062011 Plan became effective immediately and superseded the 2006 Incentive Compensation Plan (the 2006 Plan), the 1997 Stock Option Plan (the 1997 Plan) and the 2002 Non-Employee Director Stock Option Plan (the 2002 Director Plan), except that the prior plans will remain in effect with respect to stock optionsawards granted under the prior plans until such optionsawards have been exercised, forfeited, cancelled, expired or otherwise terminated in accordance with the terms of such grants. The types of awards available under the 20062011 Plan are incentive stock options, nonqualified stock options, SARs,stock appreciation rights (SARs), restricted stock, performance shares and units and performance-based cash bonuses. Employees, directors and consultants of Zebra and its subsidiaries are eligible to participate in the 20062011 Plan. The Compensation Committee of the Board of Directors administers the plan. As of December 31, 2010, 2,205,9182011, 5,455,022 shares were available for grant under the plan, and options for 2,262,41232,341 shares were outstanding under the 20062011 Plan.

The options and SARs granted under the 20062011 Plan have an exercise or grant price equal to the closing market price of Zebra’s stock on the date of grant. Options and SAR’s generally vest over a four or five-year period. These awards expire on the earlier of (a) ten years following the grant date, (b) immediately if the employee is terminated for cause, (c) ninety days after termination of employment if the employee is terminated involuntarily other than for cause, (d) thirty days after termination of employment if the employee voluntarily terminates his or her employment, or (e) one year after termination of employment if the employee’s employment terminates due to death, disability, or retirement.

The following table shows the number of shares of time-vested restricted stock granted in 20102011 and the vesting schedules of the restricted stock awards that were granted under the Plan to certain executive officers and other members of management.

 

  

Vesting period

  

Number of shares granted

   
 

    After three years of serviceAt grant

  341,5805,905  
 

    After fourthree years of service

  11,233

    After five years of service

22,466209,605  

These restricted stock awards will vest at each vesting date if the employee remains employed by Zebra throughout the applicable time period, but will vest in whole or in part (as set forth in each Restricted Stock Agreement) before the end of the each vesting period in the event of death, disability, resignation for good reason, a change in control (as defined in the 20062011 Plan), or termination by Zebra other than for Cause, as defined in the Restricted Stock Agreement entered into by Zebra with each employee who was granted restricted stock.stock . The restricted stock is forfeited in certain situations specified in the Restricted Stock Agreement, including, if the employee’s employment is terminated by Zebra for Cause or if the employee resigns for other than good reason. Zebra’s restricted stock awards are expensed over the vesting period of the related award, which is typically three to five years. However, some recent awards vested upon grant. Compensation cost is calculated as the market date fair value on grant date multiplied by the number of shares granted.

The 19972006 Plan was superseded by the 20062011 Plan. As of December 31, 2010,2011, options and SARs for 1,080,5762,040,232 shares were outstanding and exercisable under the 19972006 Plan. These options and SARs expire on the earlier of (a) ten years following the grant date, or (b) immediately if the employee is terminated for cause, (c) ninety days after termination of employment if the employee is terminated involuntarily other than for cause, (d) thirty days after termination of employment if the employee voluntarily terminates his or her employment, or (e) one year after termination of employment if the employee’s employment terminates due to death, disability, or retirement.

The 1997 Plan was superseded by the 2006 Plan. As of December 31, 2011, options for 822,217 shares were outstanding and exercisable under the 1997 Plan. These options terms are the same as noted in the paragraph above in the 2006 Plan.

The 2002 Director Plan was superseded by the 2006 Plan. As of December 31, 2010,2011, options for 159,06880,000 shares were outstanding and exercisable under the 2002 Director Plan. Unless otherwise provided in an option agreement, options granted under the 2002 Director Plan become exercisable in five equal increments beginning on the date of the grant and continuing on each of the four anniversaries thereafter. All such options expire on the earlier of (a) ten years following the grant date, (b) the first anniversary of the termination date of the non-employee director’s directorship for any reason other than the termination of the non-employee director’s directorship by Zebra’s stockholders for cause, or resignation for cause, in each case as defined in the option agreement.

In connection with Zebra’s acquisitions of Navis and WhereNet, Zebra assumed existing unvested stock options exercisable for shares of Navis’ common stock and WhereNet’s common stock, respectively, and made them options exercisable for Zebra

common stock. These new options have exercise prices and vesting dates based on their previous terms. The vesting dates extendextended in some cases until April 30, 2011 for the Navis options and extended until October 23, 2010 for the WhereNet options. As of December 31, 2010,2011, no outstanding Navis options were exercisable into 48,162 shares of Zebra Class A Common Stock. As of December 31, 2010,2011, outstanding WhereNet options were exercisable into 23,27815,584 shares of Zebra Class A Common Stock.

The Board of Directors andOn May 19, 2011 Zebra’s stockholders adopted the 2011 Employee Stock Purchase Plan (which replaced the 2001 Stock Purchase Planplan) under which employees who work a minimum of 20 hours per week may elect to withhold up to 10% of their cash compensation through regular payroll deductions to purchase shares of Class A Common Stock from Zebra over a period not to exceed 12 months at a purchase price per share which prior to April 1, 2009 was equal to the lesser of: (1) 85% of the fair market value of the shares as of the date of the grant, or (2) 85% of the fair market value of the shares as of the date of purchase. Effective April 1, 2009, the purchase price per share is now equal to the lesser of: (1) 95% of the fair market value of the shares as of the date of the grant, or (2) 95% of the fair market value of the shares as of the date of purchase. The effect of this change to Zebra was to reduce the general and administrative expense related to this portion of Zebra’s stock purchase plan. Stock purchase plan expense for the year ended December 31, 20102011 was $315,000.$321,000. Stock purchase plan expense for the year ended December 31, 2010 was $315,000 and for the year ended December 31, 2009 was $514,000.

For purposes of calculating the compensation cost, the fair value 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’s 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 (excluding the Navis and WhereNet options):

 

  2010 2009 2008  2011 2010 2009
     

 

Expected dividend yield

  0% 0% 0%  0% 0% 0%

Forfeiture rate

  9.78% 9.92% 8.99%  11.50% 9.78% 9.92%

Volatility

  39.50% 43.08% 37.79%  35.33% 39.50% 43.08%

Risk free interest rate

  2.26% 2.23% 3.17%  2.01% 2.26% 2.23%

- Range of interest rates

  0.06% - 3.41% 0.15% - 3.29% 0.81% - 3.87%  0.01% - 3.18% 0.06% - 3.41% 0.15% - 3.29%

Expected weighted-average life

  5.36 years 5.23 years 5.09 years  5.42 years 5.36 years 5.23 years

Fair value of options granted

  $6,527,000 $6,046,000 $7,566,000

Weighted-average grant date fair value of options granted

(per share underlying the options)

  $10.64 $8.06 $13.33

Fair value of options and SARs granted

  $5,495,000 $6,527,000 $6,046,000

Weighted-average grant date fair value of options and SARs granted

(per underlying share)

  $14.29 $10.64 $8.06

The forfeiture rate is based on the historical annualized forfeiture rate, which is consistent with prior year rates. This rate includes only pre-vesting forfeitures. Volatility is based on an average of the implied volatility in the open market and the annualized volatility of Zebra’s stock prices over our entire stock history. The risk free interest rate used is the implied yield currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the options. The expected weighted-average life is based on historical exercise behavior, which combines the average life of the options that have already been exercised or cancelled with the exercise life of all unexercised options. The exercise life of unexercised options assumes that the option will be exercised at the midpoint of the vesting date and the full contractual term. These assumptions are consistent with the assumptions used in prior years.

Stock option and SAR activity for the years ended December 31, 2011, 2010, 2009, and 2008,2009, was as follows:

 

  2010   2009   2008   2011   2010   2009 
Options and SARs  Shares Weighted-
Average
Exercise Price
   Shares Weighted-
Average
Exercise Price
   Shares Weighted-
Average
Exercise Price
   Shares 

Weighted-

Average

Exercise Price

   Shares 

Weighted-

Average

Exercise Price

   Shares 

Weighted-

Average

Exercise Price

 

Outstanding at
beginning of year

   3,451,945    $ 32.81     3,139,174    $ 35.83     3,029,138    $ 34.68     3,575,746    $ 32.68     3,451,945    $ 32.81     3,139,174    $ 35.83  

Granted

   612,681    27.82     749,951    19.96     567,676    35.72     387,847    41.13     612,681    27.82     749,951    19.96  

Exercised

   (304,565  23.03     (128,311  17.53     (202,204  16.77     (586,387  25.91     (304,565  23.03     (128,311  17.53  

Forfeited

   (93,476  30.44     (132,646  37.28     (213,012  36.11     (302,679  26.39     (93,476  30.44     (132,646  37.28  

Expired

   (90,839  38.02     (176,223  39.88     (42,424  41.38     (84,153  40.69     (90,839  38.02     (176,223  39.88  

Outstanding at end of year

   3,575,746    $ 32.68     3,451,945    $ 32.81     3,139,174    $ 35.83     2,990,374    $ 35.47     3,575,746    $ 32.68     3,451,945    $ 32.81  

Exercisable at end of year

   2,042,664    $ 36.24     1,884,449    $ 35.23     1,719,434    $ 33.30     1,894,324    $ 38.00     2,042,664    $ 36.24     1,884,449    $ 35.23  

Intrinsic value of exercised

options and SARs

   $ 2,567,000      $ 738,000      $ 3,138,000      $ 8,100,000      $ 2,567,000      $ 738,000   

For the year ended December 31, 2010, shares granted above include SARs with respect to 612,681 shares of Zebra stock. There were no stock options granted in 2010.2011, 2010 or 2009. The terms of the SARs are established under the 2006applicable 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 grant 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 shares covered by the SAR. Exercised SARs will be settled in whole shares of Zebra stock, and any fraction of a share will be settled in cash. Vesting of SARs granted in 2011 is as follows: 16,045 SARs vested upon grant and 371,802 SARs vest annually in four equal amounts on each of the first four anniversaries of the grant date. Vesting of SARs granted in 2010 is as follows: 18,000 SARs vestvested after one year, 474,382 SARs vest annually in four equal amounts on each of the first four anniversaries of the grant date; 120,299 vest 25% on the third and fourth anniversary of the grant date, with an additional 50% vesting on the fifth anniversary of the grant date. All SARs expire 10 years after the grant date.

The following table summarizes information about stock options and SARs outstanding at December 31, 2010:2011:

 

   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-$20.74

   703,589         7.83 years    $18.87     215,355        $17.28      

$ 20.75-$27.82

   995,495         6.58 years     25.97     377,096         23.20      

$ 27.83-$39.27

   742,892         6.39 years     35.81     455,233         35.88      

$ 39.28-$43.35

   519,238         5.82 years     42.07     392,448         42.07      

$ 43.36-$53.92

   614,532         4.02 years     47.61     602,532         47.64      
                
   3,575,746             2,042,664        
                
   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

   603,176         5.95 years    $20.31     347,741        $20.67      

$ 25.24-$35.75

   567,476         8.00 years     28.93     149,295         30.41      

$ 35.76-$41.25

   684,979         5.73 years     38.41     595,291         38.66      

$ 41.26-$45.62

   753,244         6.32 years     43.16     420,498         44.42      

$ 45.63-$53.92

   381,499         2.91 years     48.70     381,499         48.70      
  

 

 

       

 

 

   
   2,990,374             1,894,324        
  

 

 

       

 

 

   

 

 

                Outstanding                 

   

                Exercisable                 

 

                Outstanding                 

   

                Exercisable                 

Aggregate intrinsic value

 $    13,027,000        $    5,733,000      $    15,751,000        $    7,272,000     

Weighted-average remaining contractual term

 6.2 years   4.7 years 6.0 years   4.7 years

Restricted stock award activity, granted under the 2006 Plan, for the years ended December 31, 2011, 2010 2009 and 20082009 was as follows:

 

  2010   2009   2008   2011   2010   2009 
Restricted Stock Awards and
Performance Share Awards
  Shares Weighted-Average
Grant Date Fair
Value
   Shares Weighted-Average
Grant Date Fair
Value
   Shares Weighted-Average
Grant Date Fair
Value
   Shares Weighted-Average
Grant Date Fair
Value
   Shares Weighted-Average
Grant Date Fair
Value
   Shares Weighted-Average
Grant Date Fair
Value
 

Outstanding at beginning of year

   507,984    $ 23.94     283,567    $ 30.35     166,415    $ 31.05     844,686    $ 25.47     507,984    $ 23.94     283,567    $ 30.35  

Granted

   375,279    27.84     298,703    20.02     179,060    31.42     215,510    41.25     375,279    27.84     298,703    20.02  

Released

   (22,325  29.11     (35,904  32.97     (50,114  35.46     (204,681  30.03     (22,325  29.11     (35,904  32.97  

Forfeited

   (16,252  26.19     (38,382  32.34     (11,794  34.89     (19,374  29.08     (16,252  26.19     (38,382  32.34  

Outstanding at end of year

   844,686    $ 25.47     507,984    $ 23.94     283,567    $ 30.35     836,141    $ 28.34     844,686    $ 25.47     507,984    $ 23.94  
       

 

 

 

As of December 31, 2010,2011, there was $19,780,000$17,895,000 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 2.4 years.

The fair value of the purchase rights issued to Zebra employees 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.

 

  2010   2009   2008   2011   2010   2009 
       

 

 

 

Fair market value

  $27.95    $21.41    $20.26    $34.77    $27.95    $21.41  

Option price

  $26.55    $19.66    $17.22    $33.03    $26.55    $19.66  

Expected dividend yield

   0%     0%     0%     0%     0%     0%  

Expected volatility

   25%     34%     46%     33%     25%     34%  

Risk free interest rate

   0.14%     0.18%     1.87%     0.07%     0.14%     0.18%  

Note 1617 Deferred Compensation Plan

Zebra offers a deferred compensation plan that permits directors and executive management employees to defer portions of their compensation and to select a method of investing these funds. The salaries that have been deferred since the plan’s inception have been accrued and the only expense, other than salaries, related to this plan is the gain or loss from the changes to the deferred compensation liability, which is charged to compensation expense. To fund this plan, Zebra purchases money market investments. Previously, Zebra purchased corporate-owned whole-life insurance contracts on the related employees, of which Zebra is the beneficiary. During 2007, the whole-life insurance policies were liquidated and money market investments were purchased.

The following table shows the income, asset and liability amounts related to this plan (in thousands):

 

  Year Ended December 31, 
          2010                   2009                   2008         

Gain on cash surrender value of life insurance

    policies/money market interest included in

    investment income

   $—          $—          $55      

  As of December 31, 
    December 31,  
2010
     December 31,  
2009
           2011                   2010         

Money market investments included in other assets

    $    3,427              $    3,155              $��   3,199              $3,427          

Deferred compensation liability included in other long-term

liabilities

   3,427             3,155              $3,199              $3,427          

Note 1718 Income Taxes

The geographical sources of income (loss) before income taxes were as follows (in thousands):

 

  Year Ended December 31,   Year Ended December 31, 
       

 

 

 
          2010                   2009                   2008                   2011                   2010                   2009         
       

 

 

 

United States

    $73,915            $49,514         $    (30,517)          $78,593            $72,298           $43,486       

Outside United States

   71,020          21,009          18,604          101,126          77,309          28,833       
       

 

 

 

Total

    $144,935          $    70,523        $    (11,913)          $179,719            $149,607          $72,319       
       

 

 

 

Zebra’s intention is to permanently reinvest the undistributed earnings of allZebra earns a significant amount of our operating income outside the U.S., which is deemed to be permanently reinvested in foreign subsidiariesjurisdictions. Zebra does not currently foresee a need to repatriate funds, however, should Zebra require more capital in accordance with ASC740.the U.S. than is generated by our operations locally, Zebra could elect to repatriate funds held in foreign jurisdictions or raise capital in the U.S. through debt or equity issuances. These alternatives could result in higher effective tax rates or increased interest expense. Deferred income taxes are not provided on undistributed earnings of foreign subsidiaries, aggregating approximately $175,000,000 at December 31, 2011 and $90,000,000 at December 31, 2010 and $38,000,000 at December 31, 2009. If the undistributed earnings were to be remitted to Zebra, foreign tax credits would be available to substantially offset any U.S. tax due upon repatriation.2010.

The provision for income taxes consists of the following (in thousands):

 

   Year Ended December 31, 
     
           2010                  2009                   2008         
     

Current:

     

Federal

    $24,340   $4,213    $38,149       

State

   2,890    861     5,213       

Foreign

   16,994    5,556     7,494       
     

Total current

   44,224    10,630     50,856       

Deferred:

     

Federal

   (3,591  10,504     (22,309)       

State

   2,524    509     (2,039)       

Foreign

    1,776     —        
     

Total deferred

   (1,067  12,789     (24,348)      
     

Total

    $43,157   $23,419    $26,508       
     

   Year Ended December 31, 
  

 

 

 
           2011                  2010                  2009         
  

 

 

 

Current:

    

Federal

    $7,250   $25,795   $3,404       

State

   1,191    3,108    1,569       

Foreign

   28,175    17,157    6,066       
  

 

 

 

Total current

   36,616    46,060    11,039       

Deferred:

    

Federal

   12,477    (3,591  10,504       

State

   405    2,524    509       

Foreign

   (122  0    1,776       
  

 

 

 

Total deferred

   12,760    (1,067)    12,789       
  

 

 

 

Total

    $49,376   $44,993   $23,828       
  

 

 

 

The provision for income taxes differs from the amount computed by applying the U.S. statutory Federal income tax rate of 35% to income before income taxes. The reconciliation of statutory and effective income taxes is presented below (in thousands):

 

  Year Ended December 31,   Year Ended December 31, 
       

 

 

 
      2010               2009              2008                   2011                   2010              2009         
       

 

   

 

   

 

 

Provision computed at statutory rate

    $50,727     $24,683    $(4,170)           $62,905     $51,714     $25,017       

State income tax, net of Federal tax benefit

   1,666      566      1,127          1,432      1,884      1,275       

Tax-exempt interest income

   (554)     (1,047)      (1,997)         (334)     (554)      (1,048)      

Acquisition related items

   (315)     —       (2,450)              (315)     0       

Asset impairment charges

   —       —       35,360       

Domestic manufacturing deduction

   (70)     (700)     (1,715)         (212)     (70)      (700)      

Research and experimental credit

   (950)     (600)      (400)         (508)     (713)      (445)      

Foreign rate differential

   (7,799)     (1,263)     1,094          (13,899)     (8,134)     (2,971)      

Other

   452      1,780       (341)         (8)     1,181      2,700       
       

 

 

 

Provision for income taxes

    $43,157     $23,419    $26,508           $49,376     $44,993     $23,828       
       

 

 

 

In conjunction with the opening of Zebra’s Singapore distribution center and the establishment of Singapore as a regional headquarter location in 2009, Zebra negotiated a 10% income tax rate with the Singapore Economic Development Board. The negotiated rate is a reduction from the then current statutory rate of 17%. The 10% rate expires at the end of 2014 unless Zebra meets agreed commitments for employees and business expenditures in Singapore. If these requirements are met, the 10% rate extends through 2018. This agreement reduced Zebra’s consolidated income taxes by $2,030,000 in 2011, $1,247,000 in 2010, and $87,000 in 2009.

Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. Based on management’s assessment, it is more likely than not that the deferred tax assets will be realized through future taxable earnings.

Tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands):

 

  December 31, $00000000$00000000
       As of December 31, 
          2010          2009                   2011          2010         
       

 

 

 

Deferred tax assets:

      

Deferred rent

    $897   $1,462           $623   $804       

Accrued vacation

   2,072    1,227          1,926    1,492       

Accrued bonus

   4,342    5,601       

Deferred compensation

   1,459    1,525          1,451    1,459       

Inventory items

   4,962    4,131          7,072    4,962       

Allowance for doubtful accounts and other receivables

   494    410          355    241       

Other accruals

   12,165    3,488          7,355    6,796       

Equity based compensation expense

   16,463    16,132          16,124    16,463       

Unrealized gain on securities

   76    —           288    76       

Unrealized loss on other investments

   570    5,552          0    570       

Net operating loss carry-forwards

   10,626    18,334          4,511    8,065       

Valuation allowance

   (267  —           (267  (267)      
       

 

 

 

Total deferred tax assets

   49,517    52,261          43,780    46,262       

Deferred tax liabilities:

      

Unrealized loss on other investments

   (931  0       

Unrealized loss on securities

   (42  (169)          0    (42)      

Depreciation and amortization

   (9,059  (5,458)          (17,052  (9,296)      
       

 

 

 

Total deferred tax liabilities

   (9,101  (5,627)          (17,983  (9,338)      
       

 

 

 

Net deferred tax assets

    $40,416   $46,634           $25,797   $36,924       
       

 

 

 

On January 1, 2007, we adopted ASC 740 (formerly FASB Interpretation (FIN) No. 48,Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109). According to ASC 740, we identified, evaluated, and measured the amount of income tax benefits to be recognized for all of our income tax positions. During 2008, we recognized an increase of approximately $4,000,000 in the liability for unrecognized tax benefits related to an acquisition. This benefit remained unchanged as of December 31, 2010 and we do not anticipate any significant changes to the liability in 2011.

Included in deferred tax assets are amounts related to federal and state net operating losses that resulted from our acquisition of WhereNet Corp. As of December 31, 2010,2011, we had approximately $21,932,000$8,436,000 of federal net operating loss carryforwards available to offset future taxable income which expire in 2022 through 2027. As of December 31, 2010,2011, we also had approximately $27,134,000 of state net operating loss carryforwards which expire in 2012 through 2020. Zebra’s intention is to utilize these net operating loss carryforwards to offset future income tax expense. Under the United States Tax Reform Act of 1986, the amounts of benefits from net operating loss carryforwards may be impaired or limited in certain circumstances, including significant changes in ownership interests. In addition, as of December 31, 2010, Zebra had approximately $8,832,000 of foreign net operating loss carryforwards which currently can be carried forward indefinitely.

Deferred tax asset valuation allowances included in the temporary differences above are as follows (in thousands):

 

$0000000000$0000000000$0000000000
  Year Ended December 31,   Year Ended December 31, 
Valuation allowance          2010                       2009                       2008               2011   2010   2009 

Balance at the beginning of the year

    $0          $0            $0            $267          $0          $0      

Additions

   267           0           0           0         267         0      

Subtractions

   0           0           0           0         0         0      
                    

 

   

 

   

 

 

Balance at the end of the period

    $267            $0            $0            $267          $267          $0      
                    

 

   

 

   

 

 

Zebra’s deferred tax valuation allowance is the result of uncertainties regarding the future realization of recorded tax benefits on state income tax loss carry-forwards. The addition in 2010 is primarily related to state income tax law changes in 2011 for that year and tax years going forward.

Zebra has concluded all U.S. federal income tax auditsreturns for years 2008 through 2006.2010 are currently under audit. The tax years 20062008 through 20092010 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 years ended December 31, 2011, 2010 2009 and 2008,2009, we did not accrue any interest or penalties into income tax expense.

Note 1819 Other Comprehensive Income (Loss)

Stockholders’ equity contains certain items classified as other comprehensive income (loss), including:

 

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

Unrealized holding 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 1011 for more details.

Unrealized gains (losses) on investments classified as available-for-saleare deferred from income statement recognition. See Note 4 for more details.

The components of other comprehensive income (loss) included in the Consolidated Statements of Comprehensive Income (Loss) are as follows (in thousands):

 

   Year Ended December 31, 
   2010   2009   2008 

Foreign currency translation adjustments

    $67          $3,972          $(22,991)      
               

Changes in unrealized gains and (losses) on hedging transactions:

      

Gross Income tax (benefit)

    $

 

(1,522)    

(573)    

  

  

    $

 

31    

12    

  

  

    $

 

9,220    

3,470    

  

  

               

Net

    $(949)          $19          $5,750      
               

Changes in unrealized holding gains and (losses) on investments classified as available-for-sale:

      

Gross

    $(652)          $1,182          $(871)      

Income tax (benefit)

   (246)         445         (328)      
               

Net

    $(406)          $737          $(543)      
               

$00000$00000$00000
   Year Ended December 31, 
   2011   2010   2009 

Changes in unrealized gains and (losses) on hedging transactions:

      

Gross

    $8,878          $(1,522)          $31      

Income tax (benefit)

   2,669         (573)         12      
  

 

 

   

 

 

   

 

 

 

Net

    $6,209          $(949)          $19      
  

 

 

   

 

 

   

 

 

 

Changes in unrealized holding gains and (losses) on investments classified as available-for-sale:

      

Gross

    $
(597)    
  
    $
(652)    
  
    $
1,182    
  

Income tax (benefit)

   (212)         (246)         445      
  

 

 

   

 

 

   

 

 

 

Net

    $(385)          $(406)          $737      
  

 

 

   

 

 

   

 

 

 

Foreign currency translation adjustments

    $(688)          $67           $3,972      
  

 

 

   

 

 

   

 

 

 

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

 

          As of December 31,         
     
  2010   2009           As of December 31,          
            2011   2010 

Foreign currency translation adjustments

    $(8,275     $(8,342     $(8,963)          $(8,275)      
            

 

   

 

 

Unrealized losses on foreign currency hedging activities:

      

Unrealized gains and (losses) on hedging transactions:

    

Gross

    $(1,523     $(1    7,355         (1,523)      

Income tax benefit

   (573       

Income tax expense (benefit)

   2,096         (573)      
            

 

   

 

 

Net

    $(950     $(1    5,259         (950)      
            

 

   

 

 

Unrealized gains and (losses) on investments classified as available-for-sale:

          

Gross

    $(200     $452      (797)         (200)      

Income tax benefit

   (76    170   

Income tax expense (benefit)

   (288)         (76)      
            

 

   

 

 

Net

    $(124     $282      (509)         (124)      
            

 

   

 

 

Total accumulated other comprehensive income (loss)

    $(4,213)          $(9,349)      
  

 

   

 

 

Note 19 Segment and20 Geographic Data

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 provided by ZES 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.

The accounting policies for reportable segments are the same as those described in the summary of significant accounting policies except that Zebra records its federal and state deferred tax assets and liabilities in corporate and other. Intersegment sales are not significant.

Segment information is as follows (in thousands):

   Years Ended    
     
   December 31,
2010
   December 31,
2009
   December 31,
2008
 
     

Net sales:

         

SPG Tangible products

    $834,392       $688,057       $851,562   

SPG Service & software

   36,644      34,499      30,897   
     

SPG Net Sales

   871,036      722,556      882,459   

ZES Tangible products

   20,877      12,987      20,025   

ZES Service & software

   64,935      68,042      74,216   
     

ZES Net Sales

   85,812      81,029      94,241   
     

Total

    $    956,848       $803,585       $    976,700   
     

Operating income (loss):

         

SPG

    $229,898       $148,121       $206,188   

ZES

   (19,571    (15,254    (165,966 

Corporate and other

   (66,475    (64,065    (55,568 
     

Total

    $143,852       $68,802       $(15,346 
     

Depreciation and amortization:

         

SPG

    $15,564       $15,565       $17,515   

ZES

   8,389      9,518      14,885   

Corporate and other

   7,256      7,830      6,181   
     

Total

    $31,209       $32,913       $38,581   
     

   December 31,
2010
   December 31,
2009
 
          

Identifiable assets:

        

SPG

    $392,512        $336,428    

ZES

   179,109       185,495    

Corporate and other

   307,243       308,556    
          

Total

    $878,864        $830,479    
          

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

Information regarding Zebra’s operations by geographic area is contained in the following table. These amounts (in thousands) are reported in the geographic area of the destination of the final sale. We manage our business based on these regions rather than by individual countries.

 

   North
America
   Europe, Middle
East & Africa
   Latin
America
   Asia   Total 
     

2010

          

Net sales

    $407,201        $338,573        $  87,278        $123,796        $  956,848      

Long-lived assets

   79,850     7,338     332     1,463     88,983      

2009

          

Net sales

    $  362,109        $294,296        $65,060        $  82,120        $803,585      

Long-lived assets

   68,852     6,986     346     1,405     77,589      

2008

          

Net sales

    $444,266        $353,273        $76,489        $102,672        $976,700      

Long-lived assets

   64,296     8,642     340     2,085     75,363      

Net sales by major product category are as follows (in thousands):

   Hardware   Supplies   Service and
Software
   Shipping
and
Handling
   Total 
     

2010

    $  682,455          $  167,633          $  101,579          $  5,181          $  956,848      

2009

   539,934         155,847         102,541         5,263         803,585      

2008

   692,638         172,106         105,113         6,843         976,700      

Note 20 Business Combinations

Multispectral Solutions Inc.On April 1, 2008, Zebra acquired all of the outstanding stock of Multispectral Solutions Inc. (MSSI) for $18,366,000, which is net of cash acquired and includes transaction costs. Headquartered in Germantown, Maryland, MSSI is a global provider of ultra wideband (UWB) real-time locating systems and other UWB-based wireless technology. Zebra acquired this company to further extend our range of solutions. The Consolidated Statements of Earnings (Loss) reflect the results of operations of MSSI since the effective date of the purchase. The pro forma impact of this acquisition was not significant.

The following table (in thousands) summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition.

        At April 1, 2008         

Current assets

$        700

Property and equipment

            70

Intangible assets

       8,000

Goodwill

     13,547

    Total assets acquired

$  22,317

Deferred tax liability

   (3,011)

Current liabilities

      (940)

    Net assets acquired

$    18,366

The purchase price was allocated to identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values resulting in goodwill of $13,547,000. The intangible assets of $8,000,000 consist of the following (in thousands):

       Amount       Useful life                
    

Customer relationships

  $1,000    10 years

Developed technology

  $7,000    8 years

The goodwill is not deductible for tax purposes.

As part of the acquisition closing, an escrow was established, which, as of December 31, 2009 held $2,000,000. On September 17, 2009, Zebra filed a demand against the former shareholders of MSSI seeking recovery for damages resulting from the selling Shareholders’ breach of several representations and warranties contained in the acquisition agreement. Representatives of the selling shareholders of MSSI disputed the allegations contained in Zebra’s demand and after settlement discussions were unsuccessful, on October 28, 2009, filed a Declaratory Action in the Circuit Court of Cook County seeking to obtain a portion of the escrowed funds. On December 9, 2009, Zebra filed its Answer to the Declaratory Action and its Counterclaim against the former shareholders of MSSI and others (the “Defendants”), alleging that Zebra is entitled to indemnification from the Defendants as a result of, among other things, fraud and breaches of the representations and warranties in the acquisition agreement.

The dispute was settled and the complaint was dismissed in December of 2010. In accordance with the settlement agreement, Zebra received $1,000,000 of the escrowed funds, less 50% of the unpaid expenses of the Escrow Agent, and the balance of the escrow fund was distributed to the former shareholders and vested option holders of MSSI pursuant to the terms of the acquisition agreement.

Zebra agreed to make payments to its current employees that had been shareholders and vested option holders of MSSI to reimburse them for their pro rata portions of any share of the escrow fund that they did not receive due to Zebra’s recoupment of amounts from the escrow fund. Accordingly, we recorded expense in the amount of $100,000 related to these payments. This expense was netted against the $1,000,000 received from the escrow settlement and is shown on the Consolidated Statements of Earnings (Loss) on a separate line titled litigation settlement.

WhereNet Corp.On January 24, 2008, Zebra filed an indemnification claim against the sellers of WhereNet for the entire escrow balance of $13,600,000, alleging that Zebra was entitled to indemnification from the former shareholders of WhereNet as a result of, among other things, breaches of the representations and warranties in the acquisition agreement and potential third party claims. Representatives of the shareholders disputed the allegations and filed a declaratory action to obtain the escrowed funds. The dispute was settled and the complaint was dismissed in September 2008. In accordance with the settlement agreement, Zebra received $7,000,000 of the escrowed funds, and the remainder was distributed to the former shareholders and vested option holders of WhereNet pursuant to the terms of the acquisition agreement.

Zebra agreed to make payments to its current employees that had been shareholders and vested option holders of WhereNet to reimburse them for their pro rata portions of any share of the escrow funds that they did not receive due to Zebra’s recoupment of amounts from the escrow funds. Accordingly, we recorded expense in the amount of $1,698,000 related to these payments. This expense was netted against the $7,000,000 received from the escrow settlement and is shown on the Consolidated Statements of Earnings (Loss) on a separate line titled litigation settlement in 2008. In 2010, litigation settlement also includes $182,000 related to the WhereNet settlement that remained after distributing funds to its current employees.

   North
America
   Europe, Middle
East & Africa
   Latin
America
   Asia   Total 
  

 

 

 

2011

          

Net sales

    $  409,208        $342,578        $  89,715        $141,987        $  983,488      

Long-lived assets

   88,382     5,965     362     3,113     97,822      

2010

          

Net sales

    $  394,865        $305,659        $  80,679        $113,156        $894,359      

Long-lived assets

   78,938     6,566     332     1,257     87,093      

2009

          

Net sales

    $  348,342        $256,939        $  60,466        $72,735        $738,482      

Long-lived assets

   67,487     6,035     347     1,203     75,072      

Net sales by country that are greater than 10% of total net sales are as follows (in thousands):

 

  

   United States   United
Kingdom
   Singapore   Other   Total 
  

 

 

 

2011

    $504,283    $339,027    $136,757    $3,421    $983,488      

2010

    $482,891    $303,604    $105,286    $2,578    $894,359      

2009

    $438,946    $253,548    $42,144    $3,844    $738,482      

Net sales by major product category are as follows (in thousands):

 

  

   Hardware   Supplies   Service and
Software
   Shipping
and
Handling
   Total 
  

 

 

 

2011

    $  743,308      $  187,457      $  47,206      $  5,517      $  983,488      

2010

    $676,738    $167,633    $44,829    $5,159    $894,359      

2009

    $534,993    $155,847    $42,379    $5,263    $738,482      

Note 21 Major Customers

ScanSource, Inc. is our most significant customer. Our net sales to ScanSource, Inc., an international distributor of Zebra SPG products related to automatic identification, telephony and security,significant customers as a percentage of total net sales were as follows:

 

       Year Ended December 31,     
           2010                   2009                   2008         

ScanSource

   18.5%     16.1%     15.4%  
       Year Ended December 31,     
           2011                   2010                   2009         

Customer A

   20.7%     19.8%     17.5%  

Customer B

   10.5%     9.8%     5.7%  

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

Note 22 Quarterly Results of Operations (unaudited)

(Amounts in thousands, except per share data)

 

2010      First
Quarter
     Second
Quarter
     Third
Quarter
     Fourth
Quarter
   
 
  2011 

Net sales

      $226,431       $235,735       $246,507       $248,175   
  First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 
  

 

 

 

Net Sales

     

Net sales of tangible products

    $226,120     $232,762     $241,686     $235,714       

Revenue from services and software

   11,181    12,779    11,652    11,594       
  

 

 

 

Total net sales

   237,301    245,541    253,338    247,308       
  

 

 

 

Cost of Sales

     

Cost of sales of tangible products

   110,781    117,732    122,529    118,792       

Cost of sales services and software

   6,522    6,111    7,256    6,996       
  

 

 

 

Cost of sales

     119,096      124,556      127,793      124,534      117,303    123,843    129,785    125,788       
       

 

 

 

Gross profit

     107,335      111,179      118,714      123,641   

Gross Profit

   119,998    121,698    123,553    121,520       

Operating expenses:

     

Selling and marketing

     27,500      30,328      30,365      34,496      28,528    30,950    31,942    36,377       

Research and engineering

     23,072      25,371      26,746      26,741   

Research and development

   21,681    22,487    22,584    23,174       

General and administrative

     20,869      19,558      19,791      19,492      22,706    20,688    19,166    19,089       

Amortization of intangibles

     2,358      2,345      2,444      2,426   

Amortization of intangible assets

   835    836    843    806       

Litigation settlement

     —        —        —        (1,082    0    0    0    0       

Exit, restructuring and integration costs

     1,816      736      511      1,134   

Exit and restructuring

   1,886    66    138    (49)      
       

 

 

 

Total operating expenses

     75,615      78,338      79,857      83,207      75,636    75,027    74,673    79,397       
  

 

 

 
     

Operating income

     31,720      32,841      38,857      40,434      44,362    46,671    48,880    42,123       
       

 

 

 

Other income (loss)

     

Investment income (loss)

     842      634      635      570      560    656    134    594       

Foreign exchange gain (loss)

     199      361      (325    (448    (294  (833  (173  (706)      

Other, net

     (349    (487    (216    (333    (254  (243  (859  (899)      
       

 

 

 

Total other income (loss)

     692      508      94      (211    12    (420  (898  (1,011)      
       

 

 

 

Income before taxes

     32,412      33,349      38,951      40,223   

Income from continuing operations before income taxes

   44,374    46,251    47,982    41,112       

Income taxes

     7,679      10,672      12,800      12,006      14,246    13,082    13,795    8,253       
  

 

 

 

Income from continuing operations

   30,128    33,169    34,187    32,859       

Income (loss) from discontinued operations, net of tax

   31,506    (205  10,814    2,185       
       

 

 

 

Net income

      $24,733       $22,677       $26,151       $28,217       $61,634     $32,964     $45,001     $35,044       
       

 

 

 

Basic earnings per share

      $0.43       $0.39       $0.46       $0.50   

Diluted earnings per share

      $0.42       $0.39       $0.46       $0.50   

Basic earnings per share:

     

Income from continuing operations

    $0.54     $0.60     $0.64     $0.63       

Income from discontinued operations

   0.57    0.00    0.20    0.04       
  

 

 

 

Net Income

    $1.11     $0.60     $0.84     $0.67       
  

 

 

 

Diluted earnings per share:

     

Income from continuing operations

    $0.54     $0.60     $0.64     $0.63       

Income from discontinued operations

   0.56    0.00    0.20    0.04       
  

 

 

 

Net Income

    $1.10     $0.60     $0.84     $0.67       
  

 

 

 

Basic weighted average shares outstanding

   55,353    54,546    53,339    52,108       

Diluted weighted average and equivalent shares outstanding

   55,774    54,958    53,628    52,354       

2009      First
Quarter
      Second
Quarter
      Third
Quarter
      Fourth
Quarter
    
  

Net sales

      $192,609       $187,676       $200,778       $222,522   

Cost of sales

     106,800      105,940      109,080      121,044   
     

Gross profit

     85,809      81,736      91,698      101,478   

Selling and marketing

     23,199      24,398      26,395      28,543   

Research and engineering

     22,149      20,949      21,454      21,838   

General and administrative

     21,357      18,077      22,447      19,514   

Amortization of intangibles

     2,634      2,575      2,649      2,608   

Exit, restructuring and integration costs

     2,296      3,643      3,515      2,737   

Asset impairment charges (reversal)

     —        (1,058    —        —     
     

Total operating expenses

     71,635      68,584      76,460      75,240   
     

Operating income (loss)

     14,174      13,152      15,238      26,238   
     

Investment income (loss)

     1,178      247      813      695   

Foreign exchange gain (loss)

     (1,284    (131    575      795   

Other, net

     (317    (19    (286    (545 
     

Total other income (loss)

     (423    97      1,102      945   
     

Income (loss) before taxes

     13,751      13,249      16,340      27,183   

Income taxes

     4,399      4,238      5,229      9,553   
     

Net income (loss)

      $9,352       $9,011       $11,111       $17,630   
     

Basic earnings (loss) per share

      $0.16       $0.15       $0.19       $0.30   

Diluted earnings (loss) per share

      $0.16       $0.15       $0.19       $0.30   

   2010 
   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 
  

 

 

 

Net Sales

     

Net sales of tangible products

    $201,463   $207,748   $218,271   $222,048       

Revenue from services and software

   10,512    10,810    11,536    11,971       
  

 

 

 

Total net sales

   211,975    218,558    229,807    234,019       
  

 

 

 

Cost of Sales

     

Cost of sales of tangible products

   109,075    114,081    114,924    112,550       

Cost of sales services and software

   5,137    5,068    5,636    7,113       
  

 

 

 

Cost of sales

   114,212    119,149    120,560    119,663       
  

 

 

 

Gross Profit

   97,763    99,409    109,247    114,356       

Operating expenses:

     

Selling and marketing

   24,673    27,682    28,068    31,942       

Research and development

   18,324    20,653    21,862    21,736       

General and administrative

   19,318    17,955    18,147    17,809       

Amortization of intangible assets

   741    740    839    891       

Litigation settlement

   0    0    0    (1,082)      

Exit and restructuring costs

   1,766    466    0    30       
  

 

 

 

Total operating expenses

   64,822    67,496    68,916    71,326       
  

 

 

 

Operating income

   32,941    31,913    40,331    43,030       
  

 

 

 

Other income (loss)

     

Investment income (loss)

   842    634    635    567       

Foreign exchange gain (loss)

   168    424    (148  (613)      

Other, net

   (270  (455  (160  (232)      
  

 

 

 

Total other income (loss)

   740    603    327    (278)      
  

 

 

 

Income from continuing operations before income taxes

   33,681    32,516    40,658    42,752       

Income taxes

   8,134    10,331    13,411    13,117       
  

 

 

 

Income from continuing operations

   25,547    22,185    27,247    29,635       

Income (loss) from discontinued operations, net of tax

   (814  492    (1,096  (1,418)      
  

 

 

 

Net income

    $24,733   $22,677   $26,151   $28,217       
  

 

 

 

Basic earnings per share:

     

Income from continuing operations

    $0.44   $0.38   $0.48   $0.53       

Income (loss) from discontinued operations

   (0.01  0.01    (0.02  (0.03)      
  

 

 

 

Net Income

    $0.43   $0.39   $0.46   $0.50       
  

 

 

 

Diluted earnings per share:

     

Income from continuing operations

    $0.44   $0.38   $0.48   $0.53       

Income (loss) from discontinued operations

   (0.02  0.01    (0.02  (0.03)      
  

 

 

 

Net Income

    $0.42   $0.39   $0.46   $0.50       
  

 

 

 

Basic weighted average shares outstanding

   58,016    57,489    56,739    56,332       

Diluted weighted average and equivalent shares outstanding

   58,265    57,737    56,998    56,692       

Note 23 Subsequent EventsDiscontinued Operations

Sale of Navis, LLC -On January 28,March 18, 2011, we sold our Navis marine terminal solutions business and the related WhereNet marine terminal solutions product line of our Zebra Enterprise Solutions (“ZES”) business segment for approximately $188,588,000 in cash to Cargotec Corporation. Zebra has a short term receivable from the buyer in the amount of $27,580,000 which represents funds held in escrow that are subject to adjustment according to terms of the agreement.

Sale of proveo AG -On August 3, 2011, we entered into a SecuritiesShare Purchase Agreement with Cargotec CorporationF Two NV (a Belgium company) to sell all of our interest in the Navis business and WhereNet Marine Terminal Solution software product line for approximately $190 million in cash. We are retaining the real time location, tags and readers portionZebra Enterprise Solutions GmbH (formerly proveo AG) business. The loss recorded upon divestiture was $1,248,000. As part of the WhereNet business, alongsale, Zebra agreed with the WhereNet applications thatbuyer to provide a loan of up to €1,000,000 which is due one year from the sale date and bears interest at 6.5%. Zebra realized tax benefits in the amount of $13,308,000 with the divestiture of proveo AG. These tax benefits are sold into non-maritime industries. The sale is expectedprimarily related to closethe difference in book basis versus tax basis.

Beginning in the first quarter of 2011.

Beginning with2011, Zebra reported the first quarterresults of 2011,these businesses as discontinued operations. The amounts presented below for discontinued operations include Navis and other ZESproveo assets will be reported as assets/and liabilities, held for sale and the operating results will be reported as discontinued operations. We do not treatof these businesses for the years ended December 31, 2011, 2010 and 2009. With the Navis businesssale, Zebra consolidated the former ZES Location Solutions product line.

The components of assets and liabilities of discontinued operations are as follows (in thousands):

   As of 
   December 31,
2011
   December 31,
2010
 

Assets:

    

Cash and cash equivalents

    $0    $1,301      

Accounts receivable, net

   0     24,003      

Inventories

   0     772      

Deferred income taxes

   0     3,492      

Prepaid expenses and other current assets

   0     3,328      

Property and equipment, net

   0     1,890      

Goodwill

   0     72,230      

Other intangibles, net

   0     39,951      

Other assets

   0     1,202      
  

 

 

   

 

 

 

Assets of discontinued operations

    $0    $148,169      
  

 

 

   

 

 

 

Liabilities:

    

Accounts payable

  $0    $726      

Accrued liabilities

   0     2,927      

Deferred revenue

   0     17,791      

Deferred rent

   0     199      

Other long-term liabilities

   0     184      
  

 

 

   

 

 

 

Liabilities of discontinued operations

    $0    $21,827      
  

 

 

   

 

 

 

Summary results for discontinued operations in our financial statements for the three-year period ended December 31, 2010. Our financial statements for the three-year period ended December 31, 2010 reflectconsolidated statement of earnings are as follows (in thousands):

   Year Ended December 31 
   2011  2010  2009 

Net sales

    $13,945     $62,489     $65,103       
  

 

 

  

 

 

  

 

 

 

Loss from discontinued operations

   (13,971  (4,673  (1,796)      

Income tax benefit

   1,299    1,837    409       

Gain on sale of discontinued operations

   68,745    0    0       

Income tax expense on sale

   (11,773  0    0       
  

 

 

  

 

 

  

 

 

 

Income (loss) from discontinued operations

    $44,300     $(2,836   $(1,387)      
  

 

 

  

 

 

  

 

 

 

The components of cash flows of discontinued operations in our Specialty Printing Group (SPG) and ZES segments, including the management discussion and analysisconsolidated statement of financial condition and results of operations. After the divestiture, we will be consolidating the remaining location solutions businesses of ZES into Zebra and the separation of segments between SPG and ZES will no longer be required.cash flows are as follows (in thousands):

               Year Ended December  31             
   2011  2010  2009 

Cash flows from discontinued operations:

    

Net cash provided (used) by operating activities

    $(1,301   $(2,164   $(1,271)      

Net cash provided (used) by investing activities

   0    0    0       

Net cash provided (used) by financing activities

   0    0    0       

Effect of exchange rate changes on cash

   0    1,771    (475)      
  

 

 

  

 

 

  

 

 

 

Net decrease in cash and cash equivalents

   (1,301  (393  (1,746)      

Cash and cash equivalents at beginning of period

   1,301    1,694    3,440       
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents at end of period

    $0     $1,301     $1,694       
  

 

 

  

 

 

  

 

 

 

ZEBRA TECHNOLOGIES CORPORATION

Schedule II

Valuation and Qualifying Accounts

(Amounts in thousands)

 

Description      Balance at
Beginning of
Period
           Charged to
Costs and
Expenses
           Deductions /
(Recoveries)
           Balance at
End of
Period
       

Balance at

Beginning of

Period

   

Charged to

Costs and

Expenses

   Deductions /
(Recoveries)
   

Balance at

End of

Period

 
       

 

 

 

Valuation account for accounts receivable:

                                

Year ended December 31, 2011

      $1,459    $343    $242    $1,560      

Year ended December 31, 2010

    $2,186        $367        $392        $2,161          $1,406    $315    $262    $1,459      

Year ended December 31, 2009

    $2,734        $329        $877        $2,186          $1,950    $219    $763    $1,406      

Year ended December 31, 2008

     5,075         1,061         3,402         2,734    

Valuation accounts for inventories:

                                

Year ended December 31, 2011

      $9,837    $8,762    $3,889    $14,710      

Year ended December 31, 2010

    $9,054        $5,470        $4,687        $9,837          $9,054    $5,470    $4,687    $9,837      

Year ended December 31, 2009

    $9,664        $6,661        $7,271        $9,054          $9,664    $6,661    $7,271    $9,054      

Year ended December 31, 2008

     10,004         8,394         8,734         9,664    

See accompanying report of independent registered public accounting firm.

Index to Exhibits

 

2.1  (1)  Agreement and Plan of Merger between the Company, Waldo Acquisition Corp., WhereNet Corp. and Crosspoint Venture Partners 1996, LLP, dated as of January 11, 2007.  (1)  Securities Purchase Agreement, dated as of January 28, 2011 by and among Cargotec U.S. Manufacturing OY, Cargotec Corporation, Zebra Enterprise Solutions Holdings LLC and Zebra Technologies Corporation.
2.2  (2)  Agreement and Plan of Merger between the Company, Nero Acquisition LLC, Navis Holdings, LLC and Navis Corporation, dated October 15, 2007.
2.3    Securities Purchase Agreement, dated as of January 28, 2011 by and among Cargotec U.S. Manufacturing OY, Cargotec Corporation, Zebra Enterprise Solutions Holdings LLC and Zebra Technologies Corporation.
3.1(i)  (3)  Certificate of Incorporation of the Company, as amended.  (2)  Certificate of Incorporation of the Company, as amended.
3.1(ii)  (15)  Amended and Restated By-laws of Zebra Technologies Corporation.  (3)  Amended and Restated By-laws of Zebra Technologies Corporation.
4.0  (5)  Specimen stock certificate representing Class A Common Stock.  (5)  Specimen stock certificate representing Class A Common Stock.
4.1  (6)  Rights Agreement between the Company and Mellon Investor Services, as Rights Agent.  (6)  Rights Agreement between the Company and Mellon Investor Services, as Rights Agent.
10.1  (7)  1997 Stock Option Plan. +  (7)  1997 Stock Option Plan. +
10.2  (8)  First Amendment to 1997 Stock Option Plan. +  (8)  First Amendment to 1997 Stock Option Plan. +
10.3  (8)  Second Amendment to 1997 Stock Option Plan. +  (8)  Second Amendment to 1997 Stock Option Plan. +
10.4  (9)  Third Amendment to 1997 Stock Option Plan. +  (9)  Third Amendment to 1997 Stock Option Plan. +
10.5  (10)  Amendment No. Four to 1997 Stock Option Plan. +  (10)  Amendment No. Four to 1997 Stock Option Plan. +
10.6  (7)  Directors’ 1997 Stock Option Plan. +  (7)  Directors’ 1997 Stock Option Plan. +
10.7  (5)  Lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois.  (5)  Lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois.
10.8  (3)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated April 1, 1993.  (2)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated April 1, 1993.
10.9  (3)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated December 1, 1994.  (2)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated December 1, 1994.
10.10  (11)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated June 1, 1996.  (11)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated June 1, 1996.
10.11  (11)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated June 2, 1996.  (11)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated June 2, 1996.
10.12  (12)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated as of July 1, 1999.  (12)  Amendment to the lease between the Company and Unique Building Corporation for the Company’s facility in Vernon Hills, Illinois, dated as of July 1, 1999.
10.13  (13)  2002 Non-Employee Director Stock Option Plan. +  (13)  2002 Non-Employee Director Stock Option Plan. +
10.14  (13)  Amendment No. 1 to 2002 Non-Employee Director Stock Option Plan. +  (13)  Amendment No. 1 to 2002 Non-Employee Director Stock Option Plan. +
10.15  (16)  Employment Agreement between the Company and Anders Gustafsson dated August 23, 2007. +  (15)  Employment Agreement between the Company and Anders Gustafsson dated August 23, 2007. +
10.16  (17)  First Amendment to Employment Agreement between the Company and Anders Gustafsson dated November 16, 2007. +  (16)  First Amendment to Employment Agreement between the Company and Anders Gustafsson dated November 16, 2007. +
10.17  (14)  Second Amendment to Employment Agreement between the Company and Anders Gustafsson dated December 30, 2008. +  (14)  Second Amendment to Employment Agreement between the Company and Anders Gustafsson dated December 30, 2008. +
10.18  (16)  Non-Qualified Stock Option Agreement between the Company and Anders Gustafsson dated September 4, 2007. +  (15)  Non-Qualified Stock Option Agreement between the Company and Anders Gustafsson dated September 4, 2007. +
10.19  (16)  LTI Restricted Stock Agreement between the Company and Anders Gustafsson dated September 4, 2007. +  (15)  LTI Restricted Stock Agreement between the Company and Anders Gustafsson dated September 4, 2007. +
10.20  (16)  

LTI Non-Qualified Stock Option Agreement between the Company and Anders Gustafsson dated

September 4, 2007. +

  (15)  LTI Non-Qualified Stock Option Agreement between the Company and Anders Gustafsson dated September 4, 2007. +
10.21  (18)  Employment Agreement between the Company and Hugh Gagnier dated December 12, 2007. +  (17)  Employment Agreement between the Company and Hugh Gagnier dated December 12, 2007.+
10.22  (14)  Amendment No. 1 to Employment Agreement between the Company and Hugh Gagnier dated December 30, 2008. +  (14)  Amendment No. 1 to Employment Agreement between the Company and Hugh Gagnier dated December 30, 2008. +
10.23  (32)  Employment Agreement between the Company and Michael H. Terzich dated November 16, 2007. +  (32)  Employment Agreement between the Company and Michael H. Terzich dated November 16, 2007. +
10.24  (32)  Employment Agreement between the Company and Todd Naughton dated November 16, 2007. +  (32)  Employment Agreement between the Company and Todd Naughton dated November 16, 2007. +
10.25  (17)  Employment Agreement between the Company and Phil Gerskovich dated November 16, 2007. +  (16)  Employment Agreement between the Company and Phil Gerskovich dated November 16, 2007. +
10.26  (27)  Employment Agreement between the Company and Joanne Townsend dated March 17, 2008. +  (28)  Employment Agreement between Michael C. Smiley and the Company dated May 1, 2008. +
10.27  (28)  Employment Agreement between Michael C. Smiley and the Company dated May 1, 2008. +  (14)  Form of Amendment No. 1 to Employment Agreement by and between the Company and each executive officer other than Messrs. Gustafsson and Gagnier, each dated December 30, 2008.+
10.28  (14)  Form of Amendment No. 1 to Employment Agreement by and between the Company and each executive officer other than Messrs. Gustafsson and Gagnier, each dated December 30, 2008. +  (8)  Form of Stock Option Agreement under the 1997 Stock Option Plan for awards granted prior to February 6, 2006. +
10.29  (8)  Form of Stock Option Agreement under the 1997 Stock Option Plan for awards granted prior to February 6, 2006. +  (13)  Form of Stock Option Agreement under the 2002 Non-Employee Director Stock Option Plan for awards granted prior to February 8, 2006. +
10.30  (13)  Form of Stock Option Agreement under the 2002 Non-Employee Director Stock Option Plan for awards granted prior to February 8, 2006. +  (31)  Form of Amendment to outstanding Stock Option Agreements under the 2002 Non-Employee Director Stock Option Plan. +
10.31  (31)  Form of Amendment to outstanding Stock Option Agreements under the 2002 Non-Employee Director Stock Option Plan. +  (18)  Form of Stock Option Agreement under the 1997 Stock Option Plan for awards granted on or after February 6, 2006. +
10.32  (19)  

Form of Stock Option Agreement under the 1997 Stock Option Plan for awards granted on or after

February 6, 2006. +

  (18)  Form of Stock Option Agreement under the 2002 Non-Employee Director Stock Option Plan for awards granted on or after February 6, 2006. +
10.33  (19)  Form of Stock Option Agreement under the 2002 Non-Employee Director Stock Option Plan for awards granted on or after February 6, 2006. +  (20)  Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted prior to April 25, 2007. +

10.34

  (21)  Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to executive officers on or after April 25, 2007 and prior to December 2, 2008. +


10.34  (20)  Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted prior to April 25, 2007. +
10.35  (21)  Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to executive officers on or after April 25, 2007 and prior to December 2, 2008. +
10.36  (20)  Form of Restricted Stock Agreement under the 2006 Incentive Compensation Plan for retention grants to executive officers granted prior to April 24, 2008. +
10.37  (26)  Form of Restricted Stock Agreement under the 2006 Incentive Compensation Plan for awards granted on or after April 24, 2008 and prior to December 2, 2008. +
10.38  (29)  Form of Director 1-Year Vesting Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to directors on or after May 22, 2008 and prior to December 2, 2008. +
10.39  (29)  Form of Director 4-Year Vesting Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to directors on or after May 22, 2008 and prior to December 2, 2008. +
10.40  (31)  

Amendment to outstanding Stock Option Agreements under the 2006 Incentive Compensation Plan, dated

December 2, 2008. +

10.41  (31)  Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to executive officers on or after December 2, 2008. +
10.42  (31)  Form of Director Stock Option Agreement (1-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after December 2, 2008. +
10.43  (31)  Form of Director Stock Option Agreement (4-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after December 2, 2008. +
10.44  (31)  Form of Restricted Stock Agreement (time-vesting) under the 2006 Incentive Compensation Plan for awards granted on or after December 2, 2008. +
10.45  (31)  Form of Restricted Stock Agreement (time-vesting) under the 2006 Incentive Compensation Plan for awards granted on or after December 2, 2008. +
10.46  (27)  Manufacturing Services Agreement between Jabil Circuit, Inc. and the Company dated May 30, 2007 (portions of this exhibit have been omitted and have been filed separately with the Commission pursuant to a request for confidential treatment.)
10.47  (30)  Credit Agreement between Zebra Technologies Corporation and Northern Trust Company, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of August 14, 2008.
10.48  (4)  Amendment No. 1 and Waiver to Credit Agreement dated as of August 25, 2009 among the Company, Lenders, and JPMorgan Chase Bank.
10.50  (23)  2006 Incentive Compensation Plan. +
10.51  (31)  Amendment to the 2006 Incentive Compensation Plan dated December 2, 2008. +
10.52  (24)  WhereNet Corp. 1997 Stock Option Plan. +
10.53  (24)  First Amendment to the WhereNet Corp. 1997 Stock Option Plan. +
10.54  (25)  Amended and Restated Navis Holdings, LLC 2000 Option Plan. +
10.55  (15)  Zebra Incentive Plan for 2011. +
10.56  (27)  2005 Executive Deferred Compensation Plan, as amended. +
10.57  (15)  Zebra Enterprises Incentive Plan for 2011. +
10.58  (4)  Employment agreement between the Company and Jim Kaput dated August 31, 2009. +
10.59  (4)  Employment agreement between the Company and William Walsh dated January 5, 2009.
10.60  (33)  

Form of indemnification agreement between Zebra Technologies Corporation and each director and

executive officer. +

10.61  (33)  Form of 2010 time-vested stock appreciation rights agreement for employees. +
10.62  (33)  Form of 2010 time-vested restricted stock agreement for employees. +
10.63  (33)  Form of 2010 performance-based restricted stock agreement for executive officers other than the chief executive officer. +
10.64  (33)  Form of 2010 time-vested stock appreciation rights agreement for chief executive officer. +
10.65  (33)  Form of 2010 time-vested restricted stock agreement for chief executive officer. +
10.66  (33)  Form of 2010 performance-based restricted stock agreement for chief executive officer. +
10.67  (33)  Form of 2010 time-vested stock appreciation rights agreement for non-employee directors. +
10.68  (33)  Form of 2009 time-vested stock appreciation rights agreement for non-employee directors. +
10.69  (33)  Amended and Restated Employment Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +
10.70  (33)  Letter Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +
10.71  (22)  Form of Amendment to Employment Agreement between Zebra Technologies Corporation and executive officers. +
10.72    Amendment to Manufacturing Services Agreement between Jabil Circuit, Inc. and Zebra Technologies Corporation dated May 30, 2007

10.35

  (25)  Form of indemnification agreement between Zebra Technologies Corporation and each director and executive officer. +

10.36

  (26)  Form of Restricted Stock Agreement under the 2006 Incentive Compensation Plan for awards granted on or after April 24, 2008 and prior to December 2, 2008. +

10.37

  (29)  Form of Director 1-Year Vesting Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to directors on or after May 22, 2008 and prior to December 2, 2008. +

10.38

  (29)  Form of Director 4-Year Vesting Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to directors on or after May 22, 2008 and prior to December 2, 2008. +

10.39

  (31)  Amendment to outstanding Stock Option Agreements under the 2006 Incentive Compensation Plan, dated December 2, 2008. +

10.40

  (31)  Form of Stock Option Agreement under the 2006 Incentive Compensation Plan for awards granted to executive officers on or after December 2, 2008. +

10.41

  (31)  Form of Director Stock Option Agreement (1-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after December 2, 2008. +

10.42

  (31)  Form of Director Stock Option Agreement (4-Year Vesting) under the 2006 Incentive Compensation Plan for awards granted to directors on or after December 2, 2008. +

10.43

  (31)  Form of Restricted Stock Agreement (time-vesting) under the 2006 Incentive Compensation Plan for awards granted on or after December 2, 2008. +

10.44

  (31)  Form of Restricted Stock Agreement (performance-vesting) under the 2006 Incentive Compensation Plan for awards granted on or after December 2, 2008. +

10.45

  (27)  Manufacturing Services Agreement between Jabil Circuit, Inc. and the Company dated May 30, 2007 (portions of this exhibit have been omitted and have been filed separately with the Commission pursuant to a request for confidential treatment.)

10.46

  (30)  Credit Agreement between Zebra Technologies Corporation and Northern Trust Company, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated as of August 14, 2008.

10.47

  (4)  Amendment No. 1 and Waiver to Credit Agreement dated as of August 25, 2009 among the Company, Lenders, and JPMorgan Chase Bank.

10.48

  (23)  2006 Incentive Compensation Plan. +

10.49

  (31)  Amendment to the 2006 Incentive Compensation Plan dated December 2, 2008. +

10.50

  (24)  2011 Long-Term Incentive Plan. +

10.51

  (24)  2011 Short-Term Incentive Plan. +

10.52

  (1)  Amendment to Manufacturing Services Agreement between Jabil Circuit, Inc. and Zebra Technologies Corporation dated May 30, 2007.

10.53

  (27)  2005 Executive Deferred Compensation Plan, as amended. +

10.54

  (22)  Form of Amendment to Employment Agreement between Zebra Technologies Corporation and executive officers. +

10.55

  (25)  Amended and Restated Employment Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +

10.56

  (25)  Letter Agreement between Zebra Technologies Corporation and Anders Gustafsson dated as of May 6, 2010. +

10.57

  (25)  Form of 2010 and 2011 time-vested stock appreciation rights agreement for employees. +

10.58

  (25)  Form of 2010 and 2011 time-vested restricted stock agreement for employees. +

10.59

  (25)  Form of 2010 and 2011 performance-based restricted stock agreement for executive officers other than the chief executive officer. +

10.60

  (25)  Form of 2010 time-vested stock appreciation rights agreement for chief executive officer. +

10.61

  (25)  Form of 2010 time-vested restricted stock agreement for chief executive officer. +

10.62

  (25)  Form of 2010 performance-based restricted stock agreement for chief executive officer. +

10.63

  (25)  Form of 2010 time-vested stock appreciation rights agreement for non-employee directors. +

10.64

  (25)  Form of 2009 and 2010 time-vested stock appreciation rights agreement for non-employee directors. +

10.65

  (33)  Form of 2011 time-vested stock appreciation rights agreement for chief executive officer. +

10.66

  (33)  Form of 2011 time-vested restricted stock agreement for chief executive officer. +

10.67

  (33)  Form of 2011 performance-based restricted stock agreement for chief executive officer. +

10.68

  (3)  Form of 2011 time-vested stock appreciation rights agreement for non-employee directors. +

10.69

  (34)  WhereNet Corp. 1997 Stock Option Plan. +

10.70

  (34)  First Amendment to the WhereNet Corp. 1997 Option Plan. +

21.1

    Subsidiaries of the Company.

23.1

    Consent of Ernst & Young LLP, independent registered public accounting firm.

31.1

    Certification pursuant to Rule 13a-14(a)/15d-14(a).


21.1Subsidiaries of the Company.
23.1Consent of Ernst & Young LLP, independent registered public accounting firm.
31.1Certification pursuant to Rule 13a-14(a)/15d-14(a).
31.2   Certification pursuant to Rule 13a-14(a)/15d-14(a).
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.
101   The following financial information from Zebra Technologies Corporation Annual Report on Form 10-K, for the year ended December 31, 2010, filed with the SEC on February 24, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets; (ii) the consolidated statements of earnings (loss);earnings; (iii) the consolidated statements of comprehensive income (loss);income; (iv) the consolidated statements of stockholders equity; (v) the consolidated statements of cash flows; and (vi) notes to consolidated financial statements.

 

 (1  Incorporated by reference from QuarterlyAnnual Report on Form 10-Q10-K for the quarteryear ended MarchDecember 31, 2007.2010.
 (2Incorporated by reference from Current Report on Form 8-K filed on December 17, 2007.
(3  Incorporated by reference from Form 10-K for fiscal year ended December 31.31, 2006.
(3Incorporated by reference from Current Report on Form 8-K dated May 19, 2011.
 (4  Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended October 3, 2009.
 (5  Incorporated by reference from Registration Statement on Form S-1, File No. 33-41576.
 (6  Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 30, 2002.
 (7  Incorporated by reference from Form 10-K for the fiscal year ended December 31, 1997.
 (8  Incorporated by reference from Registration Statement on Form S-8, File No. 333-63009.
 (9  Incorporated by reference from Registration Statement on Form S-8, File No. 333-84512.
 (10  Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended September 28, 2002.
 (11  Incorporated by reference from Form 10-K for the fiscal year ended December 31, 1996.
 (12  Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended April 1, 2000.
 (13  Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended June 29, 2002.
 (14  Incorporated by reference from Current Report on Form 8-K filed ondated January 5, 2009.
 (15  Incorporated by reference from Current Report on Form 8-K filed on February 16, 2011.
(16Incorporated by reference from Current Report on Form 8-K fileddated on September 4, 2007.
 (1716  Incorporated by reference from Current Report on Form 8-K filed on November 21, 2007.
 (1817  Incorporated by reference from Current Report on Form 8-K filed on December 17, 2007.
 (1918  Incorporated by reference from Current Report on Form 8-K filed on February 10, 2006.
 (2019  Incorporated by reference from Current Report on Form 8-K filed on October 26, 2006.
 (2120  Incorporated by reference from Current Report on Form 8-K filed on May 1, 2007.
 (2221  Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended October 2, 2010.
 (2322  Incorporated by reference from Current Report on Form 8-K filed on May 15, 2006.
 (2423  Incorporated by reference from RegistrationProxy Statement on Form S-8 filed on January 25, 2007, File No. 333-140207.dated April 15, 2011 for the 2011 Annual Meeting of Stockholders.
 (25Incorporated by reference from Registration Statement on Form S-8 filed on December 19, 2007, File No. 333-148183.
(26Incorporated by reference from Current Report on Form 8-K filed on April 30, 2008.
(27Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 29, 2008.
(28Incorporated by reference from Current Report on Form 8-K filed on May 7, 2008.
(29Incorporated by reference from Current Report on Form 8-K filed on May 29, 2008.
(30Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.
(31Incorporated by reference from Current Report on Form 8-K filed on December 8, 2008.
(32Incorporated by reference from Form 10-K for fiscal year ended December 31, 2008.
(3324  Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended April 3, 2010.
(25

Incorporated by reference from Current Report on Form 8-K filed on April 30, 2008.

 +(26  

Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended March 29, 2008.

(27

Incorporated by reference from Current Report on Form 8-K filed on May 7, 2008.

(28

Incorporated by reference from Current Report on Form 8-K filed on May 29, 2008.

(29

Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.

(30

Incorporated by reference from Current Report on Form 8-K filed on December 8, 2008.

(31

Incorporated by reference from Form 10-K for fiscal year ended December 31, 2008.

(32

Incorporated by reference from Quarterly Report on Form 10-Q for the quarter ended April 2, 2011.

(33

Incorporated by reference from Registration Statement on Form S-8 filed on January 25, 2007, File No., 333-140207.

(34

Incorporated by reference from Registration Statement on Form S-1, File No. 33-41576.

+Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.