ZEBRA TECHNOLOGIES CORP (Form: 10-Q, Received: 08/05/2014 15:43:20)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended June 28, 2014

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

For the transition period from to

Commission File Number: 000-19406

Zebra Technologies Corporation

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices) (Zip Code)

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

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

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

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

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

As of July 25, 2014, there were 50,769,890 shares of Class A Common Stock, $.01 par value, outstanding.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

QUARTER ENDED JUNE 28, 2014

INDEX


		PAGE

PART I - FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements

	Consolidated Balance Sheets as of June 28, 2014 (unaudited) and December 31, 2013		3

	Consolidated Statements of Earnings (unaudited) for the three and six months ended June 28, 2014 and June 29, 2013		4

	Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 28, 2014 and June 29, 2013		5

	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 28, 2014 and June 29, 2013		6

	Notes to Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30

Item 4.	Controls and Procedures		31

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		32

Item 1A.	Risk Factors		32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		37

Item 6.	Exhibits		38

SIGNATURES			39

PART I - FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)


	June 28, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	70,349		$	62,827
Investments and marketable securities		455,644			350,380
Accounts receivable, net		165,426			176,917
Inventories, net		126,103			121,023
Deferred income taxes		19,810			19,810
Income tax receivable		8,860			7,622
Prepaid expenses and other current assets		13,055			15,524

Total current assets		859,247			754,103

Property and equipment at cost, less accumulated depreciation and amortization		107,115			109,588
Goodwill		155,800			155,800
Other intangibles, net		63,629			68,968
Other assets		33,178			31,353

Total assets	$	1,218,969		$	1,119,812

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	31,752		$	34,688
Accrued liabilities		65,518			61,962
Deferred revenue		16,896			15,506
Income taxes payable		9,112			6,898

Total current liabilities		123,278			119,054
Long-term deferred tax liability		28,471			25,492
Deferred rent		1,484			1,131
Other long-term liabilities		17,674			15,477

Total liabilities		170,907			161,154

Stockholders’ equity:
Class A Common Stock		722			722
Additional paid-in capital		149,475			143,295
Treasury stock		(666,084	)		(678,456	)
Retained earnings		1,572,041			1,502,878
Accumulated other comprehensive loss		(8,092	)		(9,781	)

Total stockholders’ equity		1,048,062			958,658

Total liabilities and stockholders’ equity	$	1,218,969		$	1,119,812

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in thousands, except per share data)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net sales:
Net sales of tangible products	$	270,049		$	239,909		$	531,941		$	465,030
Revenue from services and software		18,372			13,251			44,748			25,067

Total net sales		288,421			253,160			576,689			490,097

Cost of sales:
Cost of sales of tangible products		136,962			125,664			267,411			242,775
Cost of services and software		9,290			6,589			19,171			13,350

Total cost of sales		146,252			132,253			286,582			256,125

Gross profit		142,169			120,907			290,107			233,972

Operating expenses:
Selling and marketing		35,755			33,830			71,171			67,345
Research and development		23,710			23,201			46,567			45,059
General and administrative		26,321			24,053			54,712			49,329
Amortization of intangible assets		2,667			1,863			5,339			3,726
Acquisition and integration costs		20,364			618			25,291			1,100
Exit and restructuring costs		287			1,101			554			2,996

Total operating expenses		109,104			84,666			203,634			169,555

Operating income		33,065			36,241			86,473			64,417

Other income (expense):
Investment income		379			473			800			1,150
Foreign exchange income (loss)		43			(462	)		(249	)		(560	)
Loss on forward interest rate swap		(2,433	)		0			(2,433	)		0
Other, net		(57	)		1,464			(49	)		1,473

Total other income (loss)		(2,068	)		1,475			(1,931	)		2,063

Income from continuing operations before income taxes		30,997			37,716			84,542			66,480
Income taxes		3,440			7,158			15,379			12,380

Income from continuing operations		27,557			30,558			69,163			54,100
Income from discontinued operations, net of tax		0			8			0			8

Net income	$	27,557		$	30,566		$	69,163		$	54,108

Basic earnings per share:
Income from continuing operations	$	0.54		$	0.60		$	1.37		$	1.06
Income from discontinued operations		0.00			0.00			0.00			0.00

Net income	$	0.54		$	0.60		$	1.37		$	1.06

Diluted earnings per share:
Income from continuing operations	$	0.54		$	0.60		$	1.35		$	1.05
Income from discontinued operations		0.00			0.00			0.00			0.00

Net income	$	0.54		$	0.60		$	1.35		$	1.05

Basic weighted average shares outstanding		50,606			50,900			50,509			50,929
Diluted weighted average and equivalent shares outstanding		51,278			51,283			51,129			51,310

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net income	$	27,557		$	30,566		$	69,163		$	54,108
Other comprehensive income (loss):
Unrealized gains (losses) on hedging transactions, net of income taxes		776			(391	)		1,389			1,352
Unrealized holding gains (losses) on investments, net of income taxes		348			(867	)		496			(939	)
Foreign currency translation adjustment		(29	)		223			(196	)		317

Comprehensive income	$	28,652		$	29,531		$	70,852		$	54,838

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Six Months Ended
	June 28, 2014			June 29, 2013
Cash flows from operating activities:
Net income	$	69,163		$	54,108
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		18,096			15,412
Share-based compensation		7,110			6,504
Excess tax benefit from share-based compensation		(3,947	)		(3,727	)
Loss on sale of property and equipment		49			182
Deferred income taxes		2,979			4,439
Loss of forward interest rate swaps		2,433			0
Changes in assets and liabilities:
Accounts receivable, net		11,359			(1,976	)
Inventories, net		(5,061	)		14,190
Other assets		2,583			1,313
Accounts payable		(5,336	)		3,263
Accrued liabilities		3,535			(6,094	)
Deferred revenue		502			1,585
Income taxes		4,706			476
Other operating activities		1,742			1,381

Net cash provided by operating activities		109,913			91,056

Cash flows from investing activities:
Purchases of property and equipment		(7,962	)		(8,547	)
Acquisition of intangible assets		0			(500	)
Purchase of long-term investments		(1,213	)		(604	)
Purchase of investments and marketable securities		(276,400	)		(231,174	)
Maturities of investments and marketable securities		20,852			19,188
Proceeds from sales of investments and marketable securities		150,781			142,230

Net cash used in investing activities		(113,942	)		(79,407	)

Cash flows from financing activities:
Purchase of treasury stock		0			(28,563	)
Proceeds from exercise of stock options and stock purchase plan purchases		7,711			4,104
Excess tax benefit from share-based compensation		3,947			3,727

Net cash provided by (used in) financing activities		11,658			(20,732	)

Effect of exchange rate changes on cash		(107	)		229

Net increase (decrease) in cash and cash equivalents		7,522			(8,854	)
Cash and cash equivalents at beginning of period		62,827			64,740

Cash and cash equivalents at end of period	$	70,349		$	55,886

Supplemental disclosures of cash flow information:
Income taxes paid, net	$	7,627		$	5,346

See accompanying notes to consolidated financial statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Basis of Presentation

Management prepared these unaudited interim consolidated financial statements for Zebra Technologies Corporation and subsidiaries (“Zebra”) according to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. These financial statements do not include all of the information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in Zebra’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

The consolidated balance sheet as of December 31, 2013 included in this Form 10-Q is taken from the audited consolidated balance sheet in our Form 10-K. These interim financial statements include all adjustments (of a normal, recurring nature) necessary to present fairly Zebra’s consolidated financial position as of June 28, 2014, the consolidated statement of earnings and consolidated statement of comprehensive income for the three and six months ended June 28, 2014 and June 29, 2013, and the consolidated statement of cash flows for the six months ended June 28, 2014 and June 29, 2013. These results, however, are not necessarily indicative of results for the full year.

On April 14, 2014, Zebra entered into a definitive agreement under which Zebra will acquire a portion of the Enterprise business of Motorola Solutions, Inc. for $3.45 billion in an all-cash transaction. Zebra intends to fund the acquisition with a combination of approximately $200 million of available cash on hand and the issuance of $3.25 billion in new debt. The transaction is subject to customary closing conditions including regulatory approvals. The transaction is expected to be completed by the end of 2014.

Note 2 – Fair Value Measurements

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

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

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

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

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in the assessment of fair value. Included in our investment portfolio at June 28, 2014, is an auction rate security which is classified as available for sale and is reflected at fair value. Due to events in credit markets, however, the auction event for the instrument held by Zebra is failed. Therefore, the fair value of this security is estimated utilizing broker quotations, discounted cash flow analysis and other types of valuation adjustment methodologies at June 28, 2014. 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. The security was also compared, when possible, to other securities with similar characteristics.

The decline in the market value of our auction rate security discussed above 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 this auction rate security until it is sold at auction, redeemed at carrying value or reaches maturity, we have classified it as a long-term investment on the balance sheet.

Financial assets and liabilities carried at fair value as of June 28, 2014, are classified below (in thousands):


	Level 1		Level 2			Level 3		Total
Assets:
U.S. government and agency securities	$	161,471	$	0		$	0	$	161,471
Obligations of government-sponsored enterprises (1)		0		27,298			0		27,298
State and municipal bonds		0		53,858			0		53,858
Corporate securities		0		191,771			2,588		194,359
Other investments		0		21,246			0		21,246

Investments subtotal		161,471		294,173			2,588		458,232
Forward contracts (2)	$	507	$	(106	)	$	0	$	401
Money market investments related to the deferred compensation plan		5,484		0			0		5,484

Total assets at fair value	$	167,462	$	294,067		$	2,588	$	464,117

Liabilities:
Forward interest rate swap contracts (3)	$	0	$	(2,433	)	$	0	$	(2,433	)
Liabilities related to the deferred compensation plan		5,484		0			0		5,484

Total liabilities at fair value	$	5,484	$	(2,433	)	$	0	$	3,051

Financial assets and liabilities carried at fair value as of December 31, 2013, are classified below (in thousands):


	Level 1		Level 2		Level 3		Total
Assets:
U.S. government and agency securities	$	89,626	$	0	$	0	$	89,626
Obligations of government-sponsored enterprises (1)		0		33,510		0		33,510
State and municipal bonds		0		51,627		0		51,627
Corporate securities		0		163,832		2,588		166,420
Other investments		0		11,785		0		11,785

Investments subtotal		89,626		260,754		2,588		352,968
Money market investments related to the deferred compensation plan		4,827		0		0		4,827

Total assets at fair value	$	94,453	$	260,754	$	2,588	$	357,795

Liabilities:
Forward contracts (2)	$	1,165	$	1,578	$	0	$	2,743
Liabilities related to the deferred compensation plan		4,827		0		0		4,827

Total liabilities at fair value	$	5,992	$	1,578	$	0	$	7,570

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:

Fair value of a collar or put option contract associated with forecasted sales hedges are calculated using bid and ask rates for similar contracts.

Fair value of regular forward contracts associated with forecasted sales hedges are calculated using the period-end exchange rate adjusted for current forward points.

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.

3)	The fair value of forward interest rate swap contracts are based upon a valuation model that uses relevant observable market inputs at quoted intervals, such as forward yield curves, and is adjusted for Zebra’s own credit risk and the interest rate swap terms.

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


	Six Months Ended
	June 28, 2014		June 29, 2013
Balance at beginning of the year	$	2,588	$	2,588
Transfers to Level 3		0		0
Total losses (realized or unrealized):
Included in earnings		0		0
Included in other comprehensive income (loss)		0		0
Purchases and settlements (net)		0		0

Balance at end of period	$	2,588	$	2,588

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	$	0	$	0

The following is a summary of short-term and long-term investments (in thousands):


	As of June 28, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. government and agency securities	$	161,385	$	86	$	0		$	161,471
Obligations of government-sponsored enterprises		27,294		4		0			27,298
State and municipal bonds		53,736		124		(2	)		53,858
Corporate securities		194,064		734		(439	)		194,359
Other investments		21,219		29		(2	)		21,246

Total investments	$	457,698	$	977	$	(443	)	$	458,232


	As of December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
U.S. government and agency securities	$	89,617	$	27	$	(18	)	$	89,626
Obligations of government-sponsored enterprises		33,506		5		(1	)		33,510
State and municipal bonds		51,573		82		(28	)		51,627
Corporate securities		166,642		453		(675	)		166,420
Other investments		11,771		15		(1	)		11,785

Total investments	$	353,109	$	582	$	(723	)	$	352,968

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


	As of June 28, 2014
	Amortized Cost		Estimated Fair Value
Less than 1 year	$	108,570	$	108,664
1 to 5 years		346,128		346,980
6 to 10 years		3,000		2,588
Thereafter		0		0

Total	$	457,698	$	458,232

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 their short maturities.

Note 3 – Investments and Marketable Securities

Investments in marketable debt securities are classified based on intent and ability to sell the investment securities. We intend to use Zebra’s available-for-sale securities to fund future acquisitions and other operating needs and therefore may be sold prior to maturity. Investments in marketable debt securities for which Zebra intends to sell within the next year are classified as current and those that we intend to hold in excess of one-year are classified as non-current.

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 of available-for-sale securities are shown as purchases, sales and maturities of investments and marketable securities under investing activities.

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

Included in Zebra’s cash and investments and marketable securities are amounts held by foreign subsidiaries which are generally invested in U.S. dollar-denominated holdings. Zebra had foreign cash and investments of $301,330,000 as of June 28, 2014, and $251,658,000 as of December 31, 2013. Amounts held by foreign subsidiaries are generally subject to U.S. income taxation upon repatriation. Zebra does not currently see a need to repatriate these funds.

Note 4 – Accounts Receivable

The components of accounts receivable are as follows (in thousands):


	As of
	June 28, 2014			December 31, 2013
Accounts receivable, gross	$	166,009		$	177,370
Accounts receivable reserves		(583	)		(453	)

Accounts receivable, net	$	165,426		$	176,917

Note 5 – Inventories

Inventory reserves decreased due to the disposal of $1.98M of excess and obsolete inventory which was previously reserved for. The components of inventories are as follows (in thousands):


	As of
	June 28, 2014			December 31, 2013
Raw material	$	28,639		$	31,335
Work in process		749			415
Deferred costs of long-term contracts		212			294
Finished goods		107,270			101,540

Inventories, gross		136,870			133,584
Inventory reserves		(10,767	)		(12,561	)

Inventories, net	$	126,103		$	121,023

Note 6 — Goodwill and Other Intangible Assets

Intangible assets are as follows (in thousands):


	As of June 28, 2014
	Gross Amount		Accumulated Amortization			Net Amount
Current technology	$	23,778	$	(15,373	)	$	8,405
Patent and patent rights		29,569		(19,518	)		10,051
Customer relationships		52,893		(7,720	)		45,173

Other intangibles, net	$	106,240	$	(42,611	)	$	63,629

Amortization expense for the six months ended June 28, 2014			$	5,339


	As of December 31, 2013
	Gross Amount		Accumulated Amortization			Net Amount
Current technology	$	23,778	$	(14,060	)	$	9,718
Patent and patent rights		29,569		(17,919	)		11,650
Customer relationships		52,893		(5,293	)		47,600

Other intangibles, net	$	106,240	$	(37,272	)	$	68,968

Amortization expense for the six months ended June 29, 2013			$	3,726

Zebra had $155,800,000 of goodwill recorded as of June 28, 2014 and December 31, 2013.

In the fourth quarter 2013, Zebra acquired all of the outstanding membership interests in Hart Systems, LLC (a New York limited liability company) with $60,858,000 of the purchase price allocated to goodwill. This acquisition is considered a separate reporting unit for purposes of Zebra’s goodwill impairment test.

We test goodwill for impairment on an annual basis or more frequently if we believe indicators of impairment exist. We performed our assessment in accordance with Accounting Standards update (ASU) 2011-08, which allows for the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether the fair value needs to be reassessed. We performed our qualitative assessment, which excluded Hart Systems, LLC, in June 2014 and determined that our goodwill was not impaired as of the end of May 2014. Impairment testing for Hart Systems, LLC will occur in Q4 of this year.

Note 7 – Other Assets

Other assets consist of the following (in thousands):


	As of
	June 28, 2014		December 31, 2013
Money market investments related to the deferred compensation plan	$	5,484	$	4,827
Long-term equity investments		22,874		21,242
Other long-term assets		1,148		1,522
Long-term investments and marketable securities		2,588		2,588
Deposits		1,084		1,174

Total	$	33,178	$	31,353

Note 8 – Costs Associated with Exit and Restructuring Activities

Costs incurred through December 31, 2013 and costs expected to be incurred relate to the following: restructuring of Zebra’s manufacturing operations; relocation of a significant portion of Zebra’s supply chain operations from the U.S. to China; consolidating activities domestically; restructuring of our sales operations; restructuring certain corporate functions; and amending the Location Solutions “2012 restructuring plan” by adding additional restructuring charges to be incurred.

For the first six months of 2014, we have incurred the following exit and restructuring costs related to the Location Solutions business management structure and manufacturing operations relocation and restructuring (in thousands):


Type of Cost	Cost incurred through December 31, 2013		Costs incurred for the six months ended June 28, 2014		Total costs incurred as of June 28, 2014		Additional costs expected to be incurred		Total costs expected to be incurred
Severance, stay bonuses, and other employee-related expenses	$	6,650	$	554	$	7,204	$	0	$	7,204
Professional services		180		0		180		0		180
Relocation and transition costs		20		0		20		0		20

Total	$	6,850	$	554	$	7,404	$	0	$	7,404

Exit and restructuring costs for 2013 and 2014 are as follows:


	Three Months Ended June 28, 2014		Three Months Ended June 29, 2013		Six Months Ended June 28, 2014		Six Months Ended June 29, 2013
Severance, stay bonuses, and other employee-related expenses	$	287	$	1,036	$	554	$	2,898
Professional services		0		54		0		66
Relocation and transition costs		0		11		0		32

Total	$	287	$	1,101	$	554	$	2,996

Liabilities and expenses below relate to the 2012 exit and restructuring plan (in thousands):


	Six Months Ended
	June 28, 2014			June 29, 2013
Balance at beginning of period	$	1,252		$	967
Charged to earnings		554			2,996
Cash paid		(1,304	)		(3,175	)

Balance at the end of period	$	502		$	788

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

Note 9 – Derivative Instruments

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.

In addition, we have exposure to market risk for changes in interest rates resulting from the announced acquisition of the Enterprise business of Motorola Solutions, Inc. During the three months ended June 28, 2014, we entered into a commitment letter for a new variable rate credit facility to fund the announced acquisition and we also entered into two tranches of floating-to-fixed forward interest rate swaps to economically hedge the interest rate risk.

The fair value of the forward interest rate swap contracts are estimated using market quoted forward interest rates for the London Interbank Offered Rate “LIBOR” at the balance sheet date and the application of such rates subject to the interest rate swap terms. In accordance with ASC 815 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.

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.

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 and forward interest-rate swap 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.

Summary financial information related to these activities included in our consolidated statement of earnings as other income (expense) is as follows (in thousands):


	Three Months Ended						Six Months Ended
	June 28,			June 29,			June 28,			June 29,
	2014			2013			2014			2013
Change in gains (losses) from foreign exchange derivatives	$	516		$	(862	)	$	541		$	719
Gain (loss) on net foreign currency assets		(473	)		400			(790	)		(1,279	)

Foreign exchange gain (loss)	$	43		$	(462	)	$	(249	)	$	(560	)


	As of
	June 28, 2014		December 31, 2013
Notional balance of outstanding contracts:
Pound/US dollar	£	835	£	0
Euro/US dollar	€	36,600	€	41,021
Net fair value of outstanding contracts	$	70	$	33

Hedging of Anticipated Sales

We manage the exchange rate risk of anticipated euro-denominated sales using purchased options, forward contracts, and participating forwards. 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
	June 28, 2014		June 29, 2013
Unrealized gains on hedging transactions:
Gross	$	1,779	$	1,760
Income tax expense		390		408

Net	$	1,389	$	1,352

Summary financial information related to the cash flow hedges of future revenues follows (in thousands, except percentages):


	As of
	June 28, 2014			December 31, 2013
Notional balance of outstanding contracts versus the dollar	€	91,463		€	85,627
Hedge effectiveness		100	%		100	%


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net losses included in net sales	$	(957	)	$	(900	)	$	(1,928	)	$	(1,947	)

Forward Contracts

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


	As of
	June 28, 2014		December 31, 2013
Assets:
Prepaid expenses and other current assets	$	401	$	0

Total	$	401	$	0

Liabilities:
Accrued liabilities	$	0	$	2,743

Total	$	0	$	2,743

Forward Interest Rate Swaps

The forward interest rate swap contracts economically hedge the interest rate risk associated with the variable rate commitment entered into for the announced acquisition of the Enterprise business of Motorola Solutions, Inc.

These forward interest rate swaps did not qualify for hedge accounting as of June 28, 2014, and as such, were recognized at their fair value through the Statement of earnings in other income (expense).


	Three Months Ended					Six Months Ended
	June 28,			June 29,		June 28,			June 29,
	2014			2013		2014			2013
Loss on forward interest-rate swaps	$	(2,433	)	$	0	$	(2,433	)	$	0


	As of
	June 28, 2014		December 31, 2013
Liabilities:
Other long-term liabilities	$	2,433	$	0

Total	$	2,433	$	0

Note 10 – Warranty

In general, Zebra provides warranty coverage of one year on printers against defects in material and workmanship. Thermal printheads are warranted for six months and batteries are warranted for one year. Battery-based products, such as location transmitters, are covered by a 90-day warranty. A provision for warranty expense is recorded at the time of sale and is adjusted quarterly based on historical warranty experience.

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


	Six Months Ended
	June 28, 2014			June 29, 2013
Balance at the beginning of the year	$	4,125		$	4,252
Warranty expense		3,648			3,615
Warranty payments		(3,587	)		(3,564	)

Balance at the end of the period	$	4,186		$	4,303

Note 11 – Contingencies

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

Note 12 – Stockholders’ Equity

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


	As of
	June 28, 2014		December 31, 2013
Preferred Stock
Par value per share	$	0.01	$	0.01
Shares authorized		10,000,000		10,000,000
Shares outstanding		0		0
Common Stock—Class A
Par value per share	$	0.01	$	0.01
Shares authorized		150,000,000		150,000,000
Shares issued		72,151,857		72,151,857
Shares outstanding		50,750,084		50,349,546
Treasury stock
Shares held		21,401,773		21,802,311

During the six months period ended June 29, 2013, Zebra purchased 627,042 shares of common stock for $28,563,000 under a board authorized share repurchase plan. Zebra did not purchase shares of its common stock for the six months ended June 28, 2014.

A roll forward of Class A common shares outstanding is as follows:


	Six Months Ended
	June 28, 2014			June 29, 2013
Balance at the beginning of the year		50,349,546			50,908,267
Repurchases		0			(627,042	)
Stock option and ESPP issuances		351,711			431,973
Restricted share issuances		117,140			238,325
Restricted share forfeitures		(5,258	)		(5,008	)
Shares withheld for tax obligations		(63,055	)		(164,515	)

Balance at the end of the period		50,750,084			50,782,000

Note 13 – Earnings Per Share

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


	Three Months Ended				Six Months Ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
Weighted average shares:
Weighted average common shares outstanding		50,606		50,900		50,509		50,929
Effect of dilutive securities outstanding		672		383		620		381

Diluted weighted average shares outstanding		51,278		51,283		51,129		51,310

Earnings (loss):
Income from continuing operations	$	27,557	$	30,558	$	69,163	$	54,100
Income from discontinued operations		0		8		0		8

Net income	$	27,557	$	30,566	$	69,163	$	54,108

Basic per share amounts:
Income from continuing operations	$	0.54	$	0.60	$	1.37	$	1.06
Income from discontinued operations		0.00		0.00		0.00		0.00

Net income	$	0.54	$	0.60	$	1.37	$	1.06

Diluted per share amounts:
Income from continuing operations	$	0.54	$	0.60	$	1.35	$	1.05
Income from discontinued operations		0.00		0.00		0.00		0.00

Net income	$	0.54	$	0.60	$	1.35	$	1.05

Potentially dilutive securities that were excluded from the earnings per share calculation consist of stock options and stock appreciation rights (SARs) with an exercise price greater than the average market closing price of the Class A common stock. These excluded options and SARs were as follows:

Three Months Ended

Six Months Ended

June 28, 2014

June 29, 2013

June 28, 2014

June 29, 2013

Potentially dilutive shares

166,000

899,000

166,000

905,000

Note 14 – Share-Based Compensation

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

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


	Three Months Ended				Six Months Ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
Cost of sales	$	241	$	276	$	483	$	460
Selling and marketing		516		541		1,069		1,006
Research and development		374		459		740		784
General and administrative		3,013		3,082		4,818		4,254

Total compensation	$	4,144	$	4,358	$	7,110	$	6,504

Income tax benefit	$	1,442	$	1,523	$	2,435	$	2,253

Cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized (excess tax benefits) are classified as financing cash flows in the statement of cash flows. The tax benefits classified as financing cash flows for the six months ended June 28, 2014 was $3,947,000 and for the six months ended June 29, 2013 was $3,727,000.

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


	Six Months Ended
	June 28, 2014		June 29, 2013
Expected dividend yield		0%		0%
Forfeiture rate		10.32%		10.31%
Volatility		34.92%		32.00%
Risk free interest rate		1.73%		.82%
Range of interest rates		0.02% - 2.61%		0.02% - 1.78%
Expected weighted-average life		5.36 years		5.42 years
Fair value of stock appreciation rights (SARs) granted	$	4,211,000	$	4,443,000
Weighted-average grant date fair value of SARs granted	$	25.02	$	13.83

Stock option activity was as follows:


	Six Months Ended June 28, 2014
Options	Shares			Weighted-Average Exercise Price
Outstanding at beginning of year		955,777		$	42.78
Exercised		(263,659	)		45.38

Outstanding at end of period		692,118		$	41.79

Exercisable at end of period		692,118		$	41.79

Intrinsic value of exercised options	$	6,308,000

The following table summarizes information about stock options outstanding at June 28, 2014:


	Outstanding		Exercisable
Aggregate intrinsic value	$	17,480,000	$	17,480,000
Weighted-average remaining contractual term		2.2 years		2.2 years

SAR activity was as follows:


	Six Months Ended June 28, 2014
SARs	Shares			Weighted-Average Exercise Price
Outstanding at beginning of year		1,402,784		$	36.36
Granted		168,314			74.72
Exercised		(145,077	)		35.21
Forfeited		(14,936	)		48.62

Outstanding at end of period		1,411,085		$	40.92

Exercisable at end of period		705,246		$	32.96

Intrinsic value of exercised SARs	$	5,510,000

The terms of the SARs are established under either the 2006 Incentive Compensation Plan or the 2011 Long-term Incentive Plan (the “Plans”) 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 SARs exercised. Exercised SARs are settled in whole shares of Zebra stock, and any fraction of a share is settled in cash. The SARs granted typically vest annually in four equal amounts on each of the first four anniversaries of the grant date, with some SARs vesting over a period of five years. All SARs expire 10 years after the grant date.

The following table summarizes information about SARs outstanding at June 28, 2014:


	Outstanding		Exercisable
Aggregate intrinsic value	$	38,132,000	$	24,039,000
Weighted-average remaining contractual term		7.4 years		6.5 years

Restricted stock award activity granted under the Plans, are as follows:


	Six Months Ended June 28, 2014
Restricted Stock Awards	Shares			Weighted-Average Grant Date Fair Value
Outstanding at beginning of year		435,377		$	40.92
Granted		110,097			74.26
Released		(144,602	)		43.50
Forfeited		(6,669	)		51.18

Outstanding at end of period		394,203		$	49.12

The terms of Zebra’s restricted stock grants are defined in the Plans and the applicable award agreements. Restricted grants consist of time vested restricted stock awards (RSA’s), restricted stock units (RSU’s) and performance share awards (PSA’s). Zebra’s restricted stock awards and units are expensed over the vesting period of the related award, typically three to five years. Compensation cost is calculated as the market date fair value on the grant date multiplied by the number of shares granted. Restricted stock units of 8,992 were granted in the second quarter of 2014.

Performance share award activity granted under the Plans, are as follows:


	Six Months Ended June 28, 2014
Performance Share Awards	Shares			Weighted-Average Grant Date Fair Value
Outstanding at beginning of year		195,159		$	42.25
Granted		4,323			69.41
Released		(33,535	)		41.45
Forfeited		(20,555	)		41.45

Outstanding at end of period		145,392		$	43.36


	As of
	June 28, 2014
Awards granted under Zebra’s equity-based compensation plans:
Unearned compensation costs related to awards granted	$	20,875,000
Period expected to be recognized over		2.5 years

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


	Six Months Ended
	June 28, 2014			June 29, 2013
Fair market value	$	60.06		$	40.94
Option price	$	57.06		$	38.89
Expected dividend yield		0	%		0	%
Expected volatility		34	%		18	%
Risk free interest rate		0.06	%		0.06	%

Note 15 – Income Taxes

Zebra has identified, evaluated, and measured the amount of income tax benefits to be recognized for all of our income tax positions. Included in deferred tax assets are amounts related to federal and state net operating losses that resulted from our acquisition of WhereNet Corp in 2007. We intend to utilize these net operating loss carryforwards to offset future income taxes prior to expiration. Under the United States Tax Reform Act of 1986, the amount of benefits from net operating loss carryforwards may be impaired or limited in certain circumstances, including significant changes in ownership interests. The company has reviewed the impact of ownership changes and believes that this will not have an impact on the realizability on the related Deferred Tax Asset recorded as of June 28, 2014.

Zebra earns a significant amount of our operating income outside of the U.S., which is deemed to be permanently reinvested in foreign jurisdictions. We do not intend to repatriate funds. Repatriation would result in higher effective tax rates. Borrowing in the U.S. would result in increased interest expense.

In 2014, we completed an audit of the 2011 and 2012 US federal income tax returns with no material impact on the financial statements. Various tax years remain open to examination by multiple state taxing jurisdictions. Tax authorities in the United Kingdom have completed income tax audits for tax years through 2011 with no material impact on the financial statements.

At June 28, 2014 Zebra’s unrealized tax benefit was $4,000. Zebra’s continuing practice is to recognize interest and/or penalties related to income tax matters as part of income tax expense. For the six months ended June 28, 2014 and June 29, 2013, we did not accrue any interest or penalties into income tax expense.


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Effective tax rate		11.1	%		19.0	%		18.2	%		18.6	%

The effective income tax rate for the first six months of 2014 was 18.2% compared with 18.6% for 2013. In order to streamline the management, financing and capital structure of its foreign affiliates, in 2012, Zebra established a foreign holding company and restructured the ownership of its foreign affiliates. This new holding company structure allows Zebra to consolidate the ownership of its significant foreign affiliates under a single holding company. In addition, the structure introduced leverage which gives Zebra the ability to facilitate cash pooling and improve the capital structure of its non-US operations. The new capital structure and global financing favorably impacts the Zebra’s effective tax rate, and facilitates the tax efficient movement of Zebra’s foreign cash to finance the ongoing operating and investment needs of the foreign subsidiaries. The restructuring was completed in the second quarter of 2012 and was in place for the full year in 2013. Income tax expense for the second quarter of 2014 includes a discrete charge of $2.55 million related to the acquisition expenses incurred for which no tax benefit was recorded. These acquisition expenses relate to the recent announcement that Zebra entered into a definitive agreement to acquire substantially all of the Enterprise business of Motorola Solutions, Inc.

Note 16 – Other Comprehensive Income

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

•

Unrealized gains (losses) on hedging transactions 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 9 for more details.

•

Unrealized gains (losses) on investments are deferred from income statement recognition until the gains or losses are realized.

•

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

The components of other comprehensive income for the three months ended June 28, 2014 are as follows (in thousands):


	As of March 29, 2014			Gain (Loss) recognized in OCI			Gain (Loss) reclassified from AOCI to income			Three months ended June 28, 2014			As of June 28, 2014
Unrealized gains (losses) on hedging transactions:
Gross	$	(1,593	)	$	1,816		$	(817	)(1)	$	999		$	(594	)
Income tax (benefit)		(342	)		398			(175	)		223			(119	)

Net		(1,251	)		1,418			(642	)		776			(475	)

Unrealized gains (losses) on investments:
Gross		51			482			(7	)(2)		475			526
Income tax (benefit)		(19	)		132			(5	)		127			108

Net		70			350			(2	)		348			418

Foreign currency translation adjustments		(8,006	)		(29	)		0	(3)		(29	)		(8,035	)

Total accumulated other comprehensive loss	$	(9,187	)	$	1,739		$	(644	)	$	1,095		$	(8,092	)


	As of March 30, 2013			Gain (Loss) recognized in OCI			Gain (Loss) reclassified from AOCI to income			Three months ended June 29, 2013			As of June 29, 2013
Unrealized gains (losses) on hedging transactions:
Gross	$	(311	)	$	366		$	(876	)(1)	$	(510	)	$	(821	)
Income tax (benefit)		(72	)		100			(219	)		(119	)		(191	)

Net		(239	)		266			(657	)		(391	)		(630	)

Unrealized gains (losses) on investments:
Gross		432			(1,371	)		95	(2)		(1,276	)		(844	)
Income tax (benefit)		126			(436	)		27			(409	)		(283	)

Net		306			(935	)		68			(867	)		(561	)

Foreign currency translation adjustments		(8,627	)		114			109	(3)		223			(8,404	)

Total accumulated other comprehensive loss	$	(8,560	)	$	(555	)	$	(480	)	$	(1,035	)	$	(9,595	)

(1)	Transfer of unrealized gains and (losses) from AOCI to income on hedging transactions are included in net sales of tangible products.

(2)	Transfer of unrealized gains and (losses) from AOCI to income on investments are included in investment income.

(3)	Transfer of foreign currency translation gains and (losses) from AOCI to income, are included in foreign exchange.

The components of other comprehensive income for the six months ended June 28, 2014 are as follows (in thousands):


	As of December 31, 2013			Gain (Loss) recognized in OCI			Gain (Loss) reclassified from AOCI to income			Six months ended June 28, 2014			As of June 28, 2014
Unrealized gains (losses) on hedging transactions:
Gross	$	(2,373	)	$	3,588		$	(1,809	)(1)	$	1,779		$	(594	)
Income tax (benefit)		(509	)		779			(389	)		390			(119	)

Net		(1,864	)		2,809			(1,420	)		1,389			(475	)

Unrealized gains (losses) on investments:
Gross		(151	)		603			74	(2)		677			526
Income tax (benefit)		(73	)		161			20			181			108

Net		(78	)		442			54			496			418

Foreign currency translation adjustments		(7,839	)		(189	)		(7	)(3)		(196	)		(8,035	)

Total accumulated other comprehensive loss	$	(9,781	)	$	3,062		$	(1,373	)	$	1,689		$	(8,092	)


	As of December 31, 2012			Gain (Loss) recognized in OCI			Gain (Loss) reclassified from AOCI to income			Six months ended June 29, 2013			As of June 29, 2013
Unrealized gains (losses) on hedging transactions:
Gross	$	(2,581	)	$	3,658		$	(1,898	)(1)	$	1,760		$	(821	)
Income tax (benefit)		(599	)		882			(474	)		408			(191	)

Net		(1,982	)		2,776			(1,424	)		1,352			(630	)

Unrealized gains (losses) on investments:
Gross		540			(1,658	)		274	(2)		(1,384	)		(844	)
Income tax (benefit)		162			(530	)		85			(445	)		(283	)

Net		378			(1,128	)		189			(939	)		(561	)

Foreign currency translation adjustments		(8,721	)		208			109	(3)		317			(8,404	)

Total accumulated other comprehensive loss	$	(10,325	)	$	1,856		$	(1,126	)	$	730		$	(9,595	)

(1)	Transfer of unrealized gains and (losses) from AOCI to income on hedging transactions are included in net sales of tangible products.

(2)	Transfer of unrealized gains and (losses) from AOCI to income on investments are included in investment income.

(3)	Transfer of foreign currency translation gains and (losses) from AOCI to income, are included in foreign exchange.

Note 17 – New Accounting Pronouncements

In May 2014, the FASB issued update 2014-09, ASC 606, Revenue from Contracts with Customers . This guidance is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This standard is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Management is still assessing the impact of adoption on its consolidated financial statements.

Note 18 – Subsequent Event

During 2012, Zebra established a foreign holding company and restructured the ownership structure of its foreign affiliates. The new structure introduced leverage which favorably impacted Zebra’s effective tax rate and the Company recorded a benefit of $6.1 million during the first two quarters of 2014. However, the change in UK tax code, signed into law on July 17, 2014, will impact the tax position of the Company due to limitations on interest deductions and the Company expects to record a discrete charge of $6.1 million in the third quarter of 2014. This discrete charge is expected to be fully offset in the fourth quarter of 2014, if the Company is able to close the recently announced acquisition transaction of the Enterprise business of Motorola Solutions, Inc. in 2014. In addition, if this is the case, the interest deduction currently disallowed in Q3 will be taken as a benefit in Q4. At this time, the Company expects the acquisition transaction to close in 2014 and will record the full year tax benefit in the fourth quarter of 2014.

Item 2.

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

Results of Operations: Second Quarter of 2014 versus Second Quarter of 2013

Consolidated Results of Operations

(Amounts in thousands, except percentages):


	Three Months Ended
	June 28,			June 29,		Percent			Percent of			Percent of
	2014			2013		Change			Net Sales - 2014			Net Sales - 2013
Net Sales
Net sales of tangible products	$	270,049		$	239,909		12.6			93.6			94.8
Revenue from services & software		18,372			13,251		38.6			6.4			5.2

Total net sales		288,421			253,160		13.9			100.0			100.0
Cost of Sales
Cost of sales of tangible products		136,962			125,664		9.0			47.5			49.6
Cost of services & software		9,290			6,589		41.0			3.2			2.6

Total cost of sales		146,252			132,253		10.6			50.7			52.2

Gross profit		142,169			120,907		17.6			49.3			47.8
Operating expenses		109,104			84,666		28.9			37.8			33.5

Operating income		33,065			36,241		(8.8	)		11.5			14.3
Other income (loss)		(2,068	)		1,475		N/M			(0.8	)		0.6

Income from continuing operations before income taxes		30,997			37,716		(17.8	)		10.7			14.9
Income taxes		3,440			7,158		(51.9	)		1.1			2.8

Income from continuing operations		27,557			30,558		(9.8	)		9.6			12.1
Income from discontinued operations, net of tax		0			8		N/M			0.0			0.0

Net income	$	27,557		$	30,566		(9.8	)		9.6			12.1

Diluted earnings per share:
Income from continuing operations	$	0.54		$	0.60		(10.0	)
Income from discontinued operations		0.00			0.00		N/M

Net income	$	0.54		$	0.60		(10.0	)

Consolidated Results of Operations – Second Quarter

Sales

Net sales for the second quarter of 2014, compared with the corresponding 2013 quarter, increased 13.9% as a result of growth across all product categories with notable increases in supplies, services, and tabletop, desktop and mobile printers. The increase in service revenue was favorably affected by the December 2013 acquisition of Hart Systems LLC. The increase in North American sales was favorably affected by higher shipments of large enterprise deals, as well as, modest revenues from Hart Systems. The Europe, Middle East and Africa region benefited from improved business activity, with notable sales to retail customers. Movement in foreign currency, net of hedges, increased sales by $3,523,000.

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


	Three Months Ended
Product Category	June 28, 2014		June 29, 2013		Percent Change		Percent of Net Sales 2014		Percent of Net Sales 2013
Hardware	$	203,215	$	178,938		13.6		70.5		70.8
Supplies		65,279		59,618		9.5		22.6		23.5
Service and software		18,372		13,251		38.6		6.4		5.2

Subtotal products		286,866		251,807		13.9		99.5		99.5
Shipping and handling		1,555		1,353		14.9		0.5		0.5

Total net sales	$	288,421	$	253,160		13.9		100.0		100.0

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


	Three Months Ended
Geographic Region	June 28, 2014		June 29, 2013		Percent Change		Percent of Net Sales 2014		Percent of Net Sales 2013
Europe, Middle East and Africa	$	94,200	$	80,913		16.4		32.7		32.0
Latin America		25,204		24,322		3.6		8.7		9.6
Asia-Pacific		40,334		36,973		9.1		14.0		14.6

Total International		159,738		142,208		12.3		55.4		56.2
North America		128,683		110,952		16.0		44.6		43.8

Total net sales	$	288,421	$	253,160		13.9		100.0		100.0

Gross Profit

Gross margin of 49.3%, versus 47.8% for 2013, reflects the favorable impact of lower product costs, improved absorption of fixed costs from higher sales across all regions and across all product categories, and a reduction in freight costs. Favorable movements in foreign currency, net of hedges, increased second quarter gross profit by $1,867,000.

Operating Expenses

Operating expenses for the second quarter increased 28.9%, primarily due to increased compensation and amortization costs as a result of the December 2013 acquisition of Hart Systems LLC, as well as acquisition costs related to the pending acquisition of substantially all of the Enterprise business of Motorola Solutions announced in April 2014. Acquisition and integration costs consist of transactions costs and integration costs.

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


	Three Months Ended
Operating Expenses	June 28, 2014		June 29, 2013		Percent Change			Percent of Net Sales 2014		Percent of Net Sales 2013
Selling and marketing	$	35,755	$	33,830		5.7			12.4		13.5
Research and development		23,710		23,201		2.2			8.2		9.2
General and administrative		26,321		24,053		9.4			9.1		9.5
Amortization of intangible assets		2,667		1,863		4.2			0.9		0.7
Acquisition and integration costs		20,364		618		N/M			7.1		0.2
Exit and restructuring costs		287		1,101		(73.9	)		0.1		0.4

Total operating expenses	$	109,104	$	84,666		28.9			37.8		33.5

Income Taxes

Effective income tax rate of 11.1% reflects the effect of acquisition and integration costs on income primarily in the U.S. These higher costs are resulting in a higher than normal percentage of income jurisdictions that have lower effective income tax rates.

Loss on Forward Rate Swaps

We entered into two tranches of forward interest rate swaps that will economically hedge the planned indebtedness related to the pending acquisition of the Enterprise business of Motorola Solutions announced in April 2014. The forward interest rate yield curve decreased between the time we traded the interest rate swaps and the second quarter close. Other expense for the second quarter increased principally due to the Loss on forward interest rate swap contracts. Accordingly, a loss of $2,433,000 was recognized in the Statement of Earnings as the swaps did not qualify for hedge accounting as of the second quarter close.

Results of Operations: Six months ended June 28, 2014 versus six months ended June 29, 2013

Consolidated Results of Operations

(Amounts in thousands, except percentages):


	Six Months Ended
	June 28,			June 29,		Percent		Percent of			Percent of
	2014			2013		Change		Net Sales - 2014			Net Sales - 2013
Net sales
Net sales of tangible products	$	531,941		$	465,030		14.4		92.2			94.9
Revenue from services & software		44,748			25,067		78.5		7.8			5.1

Total net sales		576,689			490,097		17.7		100.0			100.0
Cost of Sales
Cost of sales of tangible products		267,411			242,775		10.1		46.4			49.6
Cost of services & software		19,171			13,350		43.6		3.3			2.7

Total cost of sales		286,582			256,125		11.9		49.7			52.3

Gross profit		290,107			233,972		24.0		50.3			47.7
Operating expenses		203,634			169,555		20.1		35.3			34.6

Operating income		86,473			64,417		34.2		15.0			13.1
Other income (loss)		(1,931	)		2,063		N/M		(0.3	)		0.4

Income from continuing operations before income taxes		84,542			66,480		27.2		14.7			13.5
Income taxes		15,379			12,380		24.2		2.7			2.5

Income from continuing operations		69,163			54,100		27.8		12.0			11.0
Income from discontinued operations, net of tax		0			8		N/M		0.0			0.0

Net Income	$	69,163		$	54,108		27.8		12.0			11.0

Diluted earnings per share
Income from continuing operations	$	1.35		$	1.05		28.6
Income from discontinued operations		0.00			0.00		N/M

Net income	$	1.35		$	1.05		28.6

Consolidated Results of Operations – Year to date

Sales

Net sales for the first six months of 2014, compared with the corresponding 2013 period, increased 17.7% as a result of growth across all region and across all product categories, with notable increases in supplies, service contracts, and tabletop, desktop and mobile printers. Increased services and software revenue is primarily due to growth in services revenue attributable to both organic growth and the December 2013 acquisition of Hart Systems. The Europe, Middle East and Africa region benefited from improved business activity, with notable sales to retail customers. Movement in foreign currency, net of hedges, increased sales growth by $6,691,000.

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


	Six Months Ended
Product Category	June 28, 2014		June 29, 2013		Percent Change		Percent of Net Sales – 2014		Percent of Net Sales – 2013
Hardware	$	399,432	$	345,630		15.6		69.3		70.6
Supplies		128,783		116,741		10.3		22.3		23.8
Service and software		44,748		25,067		78.5		7.8		5.1

Subtotal products		572,963		487,438		17.5		99.4		99.5
Shipping and handling		3,726		2,659		40.1		0.6		0.5

Total net sales	$	576,689	$	490,097		17.7		100.0		100.0

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


	Six Months Ended
Geographic Region	June 28, 2014		June 29, 2013		Percent Change		Percent of Net Sales – 2014		Percent of Net Sales – 2013
Europe, Middle East and Africa	$	185,639	$	158,586		17.1		32.2		32.4
Latin America		50,844		47,454		7.1		8.8		9.7
Asia-Pacific		78,301		69,882		12.0		13.6		14.3

Total International		314,784		275,922		14.1		54.6		56.4
North America		261,905		214,175		22.3		45.4		43.6

Total net sales	$	576,689	$	490,097		17.7		100.0		100.0

Gross Profit

Gross margin of 50.3%, versus 47.7% for 2013, reflects the favorable impact of lower product costs, improved absorption of fixed costs, lower freight costs, and revenue related to the December 2013 acquisition of Hart Systems LLC. Favorable movements in foreign currency, net of hedges, increased sales for the first half of 2014 by $4,121,000.

Operating Expenses

Operating expenses for the first six months of 2014 increased 20.1% primarily as a result of increased compensation and amortization costs from the December 2013 acquisition of Hart Systems LLC, as well as acquisition costs related to the pending acquisition of substantially all of the Enterprise business of Motorola Solutions announced in April 2014. Acquisition and integration costs consist of transaction costs and integration costs.

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


	Six Months Ended
Operating Expenses	June 28, 2014		June 29, 2013		Percent Change			Percent of Net Sales 2014		Percent of Net Sales 2013
Selling and marketing	$	71,171	$	67,345		5.7			12.3		13.7
Research and development		46,567		45,059		3.3			8.1		9.2
General and administrative		54,712		49,329		10.9			9.5		10.1
Amortization of intangible assets		5,339		3,726		43.3			0.9		0.8
Acquisition and integration costs		25,291		1,100		N/M			4.4		0.2
Exit and restructuring costs		554		2,996		(81.5	)		0.1		0.6

Total operating expenses	$	203,634	$	169,555		20.1			35.3		34.6

Income Taxes

The effective income tax rate for the first six months of 2014 was 18.2% compared with 18.6% for the first six months of 2013.

Loss on Forward Rate Swaps

Other expense for the first six months of 2014 increased principally due to the Loss on forward interest rate swap contracts of $2,433,000 that was recognized in the second quarter close. Refer to the discussion above under the results of operations for the three months ended June 28, 2014.

Liquidity and Capital Resources

(Amounts in thousands, except percentages):


	Six Months Ended
Rate of Return Analysis:	June 28, 2014			June 29, 2013
Average cash and marketable securities balances	$	472,188		$	424,057
Annualized rate of return		0.3	%		0.5	%

As of June 28, 2014, Zebra had $528,581,000 in cash and investments and marketable securities, compared with $415,795,000 at December 31, 2013. Factors affecting cash and investment balances during the first six months of 2014 include the following (changes below include the impact of foreign currency):

•

Accounts receivable decreased $11,359,000 due to timing of receipts.

•

Stock option exercises and purchases under the stock purchase plan contributed $7,711,000.

Zebra earns a significant amount of our operating income outside of the U.S., which is deemed to be permanently reinvested in foreign jurisdictions.

On April 14, 2014, Zebra entered into a definitive agreement under which Zebra will acquire substantially all of the Enterprise business of Motorola Solutions, Inc. for $3.45 billion in an all-cash transaction. Zebra intends to fund the acquisition with a combination of approximately $200 million of available cash on hand and the issuance of $3.25 billion in new debt, a portion of which will be subject to variable interest rates. To mitigate our exposure to these variable interest rates, we entered into forward interest rate swap contracts that exchange variable-for-fixed cash flows with a single counterparty. The transaction is subject to customary closing conditions including regulatory approvals. The transaction is expected to be completed by the end of 2014.

Significant Customer

Our net sales to significant customers as a percentage of total net sales were as follows:


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Customer A		15.5	%		15.7	%		15.4	%		16.1	%
Customer B		12.4	%		14.2	%		12.5	%		13.1	%
Customer C		11.3	%		12.2	%		11.8	%		12.0	%

No other customer accounted for 10% or more of total net sales during these periods. The customers disclosed above are distributors (i.e. not end users) of Zebra’s products.

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, Latin America, Asia Pacific, Europe, Middle East and Africa and other regions in which we do business,

•

Our ability to control manufacturing and operating costs,

•

Risks related to the manufacturing of Zebra’s products in foreign countries as well as business operations in foreign countries including the risk of depending on key suppliers who are also in foreign countries,

•

Zebra’s ability to purchase sufficient materials, parts and components to meet customer demand, particularly in light of global economic conditions,

•

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

•

Success of integrating acquisitions, including the Hart Systems business we acquired in December 2013,

•

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

•

The impact of the percentage of cash and cash equivalents held outside the United States,

•

The effect of natural disasters on our business,

•

The impact of changes in foreign and domestic governmental policies, laws or regulations

•

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

•

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

•

The outcome of any future tax matters.

When used in this document and documents referenced, the words “anticipate,” “believe,” “estimate,” “will” and “expect” and similar expressions as they relate to Zebra or its management are intended to identify such forward-looking statements. We encourage readers of this report to review Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013, for a further discussion of issues that could affect Zebra’s future results. Zebra undertakes no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this report.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in Zebra’s market risk during the quarter ended June 28, 2014. For additional information on market risk, refer to the “Quantitative and Qualitative Disclosures About Market Risk” section of our Form 10-K for the year ended December 31, 2013.

In the normal course of business, portions of Zebra’s operations are subject to fluctuations in currency values. We manage these risks using derivative financial instruments. See Note 9 to the Consolidated Financial Statements included in this report for further discussion of derivative instruments.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

During the quarter covered by this report, there have been no changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on the Effectiveness of Controls

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

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

See Note 11 to the Consolidated Financial Statements included in this report.

Item 1A.

Risk Factors

Recent Developments

On April 14, 2014, Zebra Technologies Corporation, a Delaware corporation, (“Zebra” or “Company”) and Motorola Solutions, Inc., a Delaware corporation (“Motorola Solutions”), entered into a Master Acquisition Agreement (the “Master Acquisition Agreement”), an Intellectual Property Agreement and an Employee Matters Agreement (the “IP Agreement”, “Employee Matters Agreement” and collectively, the “Principal Agreements”). Upon the terms and subject to the conditions set forth in the Principal Agreements, which have been approved by our board of directors, we have agreed to acquire (the “Acquisition”) Motorola Solution’s Enterprise business (the “Enterprise business”). Certain assets of Motorola Solutions relating to the Enterprise business will be excluded from the transaction and retained by it, including Motorola Solution’s iDEN infrastructure business and other assets and certain liabilities as specified in the Principal Agreements. The Acquisition is structured as a combination of stock and asset sales and a merger of certain U.S. entities. Upon the closing of the Acquisition, we will pay to Motorola Solutions $3.45 billion in cash, subject to a working capital adjustment. In addition, we will assume certain liabilities related to the Enterprise business under the terms of the Principal Agreements.

Completion of the Acquisition is subject to various conditions, including, among others, (i) no order or other legal restraint or prohibition being in effect that would prohibit or prevent the transactions from being consummated; (ii) no legal proceeding having been commenced by any governmental entity that seeks to prevent, prohibit or make illegal the transactions to be consummated; (iii) certain specified filings with governmental entities having been made; (iv) all consents and approvals of certain specified governmental entities having been obtained; and (v) the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act having expired or otherwise having been terminated. Each party’s obligation to consummate the Acquisition is also subject to certain additional conditions, including performance in all material respects by the other party of its obligations under the Principal Agreements. The Master Acquisition Agreement contains certain termination rights for both us and Motorola Solutions, including if the initial closing of the Acquisition has not occurred by April 13, 2015.

We intend to fund the Acquisition and the related fees, commissions and expenses with a combination of cash on hand and new financing. Concurrently with the signing of the Master Acquisition Agreement, we entered into a financing commitment letter (the “Commitment Letter”) with Morgan Stanley Senior Funding, Inc. (the “Lender”) whereby the Lender committed to fund $2.0 billion under a new senior secured term loan facility, provide a $250 million new senior secured revolving credit facility, and up to $1.25 billion under a bridge facility (less the aggregate proceeds of new unsecured senior notes that would be issued in a Rule 144A offering) (together, the “Financing”). We expect the Financing, together with cash balances, to be sufficient to provide the financing necessary to consummate the Acquisition. The financing commitment of the Lender is subject to certain conditions set forth in the Commitment Letter.

We have agreed to use reasonable best efforts to obtain the Financing and Motorola Solutions agreed to reasonably cooperate in our efforts to obtain the Financing. There is no financing condition to the Acquisition. However, in the event of a Financing Failure (as defined in the Master Acquisition Agreement) and subsequent termination of the Master Acquisition Agreement, Motorola Solutions may be entitled to a termination fee in the amount of $250 million as Motorola Solution’s sole and exclusive remedy. In circumstances where the fee is not the sole and exclusive remedy, Motorola Solutions will have available to it all other remedies as permitted by the Master Acquisition Agreement.

The foregoing description of the Principal Agreements and Commitment Letter does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Master Acquisition Agreement, the IP Agreement, the Employee Matters Agreement and the Commitment Letter, which were filed as Exhibits 2.1, 10.1, 10.2 and 10.3 to our Form 8-K filed April 16, 2014 and incorporated herein by reference. The Principal Agreements and the Commitment Letter are filed to provide security holders with information regarding their terms. They are not intended to provide any other factual information about us, Motorola Solutions or their respective subsidiaries and affiliates, or the Enterprise business. These agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to each such agreement and (a) are not intended to be treated as categorical statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (b) may have been qualified in the applicable agreement by

confidential disclosure schedules that were delivered to the other party in connection with the signing of the agreements, which disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in such agreements, (c) may be subject to standards of materiality applicable to the parties that differ from what might be viewed as material to stockholders and (d) were made only as of the date of the agreement or such other date or dates as may be specified in the agreement. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of us, our subsidiaries and affiliates, Motorola Solutions, their subsidiaries and affiliates or the Enterprise business.

Risks Related to the Acquisition

There can be no assurance that the Acquisition will be consummated on the terms or timetable currently anticipated or at all.

Although we expect to close the Acquisition prior to December 31, 2014, there can be no assurance that the acquisition will be consummated on the terms or timetable currently anticipated or at all. In order to consummate the acquisition, we must obtain certain regulatory and other approvals and consents in a timely manner. If these approvals or consents are not received, or they are not received on terms that satisfy the conditions set forth in the Master Acquisition Agreement, then we and/or Motorola Solutions will not be obligated to complete the acquisition. The Master Acquisition Agreement also contains other closing conditions, which may not be satisfied or waived. In addition, under circumstances specified in the Master Acquisition Agreement, we or Motorola Solutions may terminate the Master Acquisition Agreement. There is no financing condition to the Acquisition. However, in the event of a Financing Failure (as defined in the Master Acquisition Agreement) and subsequent termination of the Master Acquisition Agreement, Motorola Solutions may be entitled to a termination fee in the amount of $250 million as its sole and exclusive remedy. In circumstances where the fee is not the sole and exclusive remedy, Motorola Solutions will have available to it all other remedies as permitted by the Master Acquisition Agreement. Additionally, we will be required to pay significant costs incurred in connection with the Acquisition, including legal, accounting, financial advisory and other costs, whether or not the Acquisition is completed. The occurrence of any of these events individually or in combination could have a material adverse effect on our business, financial condition, operating results, cash flows and growth prospects.

If we do not obtain financing, we will be unable to consummate the Acquisition.

We intend to fund the Acquisition and the related fees, commissions and expenses with a combination of cash on hand and new financing. Concurrently with the signing of the Master Acquisition Agreement, we entered into the Commitment Letter with the Lender to provide Financing for the Acquisition. We currently expect the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate the Acquisition. However, the financing commitment of the Lender is subject to certain conditions set forth in the Commitment Letter and we can provide no assurance that the Lender will ultimately provide the financing contemplated by the Commitment Letter. If the necessary financing is not available pursuant to the Commitment Letter, we will seek alternative sources of financing for the Acquisition. We cannot assure you that any additional financing will be available to us on acceptable terms, if at all. To the extent that financing proves to be unavailable when needed to consummate the Acquisition, we may be unable to complete the Acquisition. See “There can be no assurance that the Acquisition will be consummated on the terms or timetable currently anticipated or at all.”

We may be unable to effectively integrate the Enterprise business into our existing business after the Acquisition.

We cannot assure you that we will be able to integrate the Enterprise business effectively into the Company. The integration of the Enterprise business, which is significantly larger than our existing business, into our operations will be a significant undertaking and will require significant attention from our management. The Acquisition, with an approximate enterprise value of $3.45 billion, is significantly larger than prior acquisitions we have completed and will significantly increase the size of our operations, increase our number of employees and operating facilities and expand our geographic scope. There can be no assurance that we will be able to successfully integrate the Enterprise business, or if such integration is successfully accomplished, that such integration will not be more costly than presently contemplated. There can also be no assurance that we can successfully manage the combined business due to our greatly increased size and scope. If we cannot successfully integrate and manage the Enterprise business within a reasonable time following the Acquisition, we may not be able to realize the potential and anticipated benefits of the acquisition, which could have a material adverse effect on our business, financial condition, operating results, cash flows and growth prospects.

We may be unable to realize the expected growth opportunities and cost savings from the Acquisition.

In connection with the integration of the Enterprise business into our existing operating structure, we will seek to realize growth opportunities, along with cost savings. We currently expect to realize cost savings of approximately $100 million per year to be fully achieved by 2017. The anticipated cost savings are based upon assumptions about our ability to implement integration measures in a timely fashion and within certain cost parameters. Our ability to achieve the planned cost synergies is dependent upon a significant number of factors, some of which may be beyond our control. For example, we may be unable to eliminate duplicative costs in a timely fashion or at all. Our inability to realize anticipated cost savings, and revenue enhancements from the acquisition could have a material adverse effect on our business, financial condition, operating results, cash flows and growth prospects.

The Acquisition could divert the attention of management.

If we complete the Acquisition, we will be entering new lines of business that we lack experience managing. Similarly, because the Enterprise business is significantly larger than our existing business, we will be required to manage new and larger lines of business, and consequently the integration process will require significant attention from management, which may divert management’s attention from our existing businesses. Management may also have difficulty assimilating the corporate cultures, maintaining employee morale and retaining key employees. These diversions, together with other difficulties we may have integrating the Enterprise business, could have a material adverse effect on our business, financial condition, operating results, cash flows and growth prospects.

We may be unable to retain key employees who are currently employed by the Enterprise business.

Generally, employees of the Enterprise business are not contractually obligated to continue their employment with the Enterprise business. Our ability to successfully integrate and operate the Enterprise business depends in part on the continued service of senior management and other key personnel of the Enterprise business. We can provide no assurance that we will be successful in retaining the service of the Enterprise business’s senior managers and key employees, and the failure to do so could have a material adverse effect on our ability to integrate the Enterprise business.

The Enterprise business may have liabilities that are not known to us.

As part of the Acquisition, we will assume certain liabilities of the Enterprise business. There may be liabilities that we failed or were unable to discover in the course of performing due diligence investigations into the Enterprise business. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition, operating results, cash flows and growth prospects.

The Acquisition will entitle certain customers of the Enterprise business to terminate their agreements with it as a result of change of control provisions.

The Acquisition may entitle certain Enterprise customers to terminate certain of their agreements with the Enterprise business. We cannot avoid the possibility that some customers may exercise their termination rights and opt to discontinue business with the Enterprise business once we complete the Acquisition, which could have an adverse effect on our expected revenues following the Acquisition.

Moreover, the Acquisition may cause some of our existing customers to conclude that they are overly reliant on a single provider. In such circumstance, our customers may engage our competitors or facilitate the emergence of new competitors to diversify sourcing and service options, which could have an adverse effect on our expected revenues following the Acquisition.

Risks Related to the Indebtedness

In connection with the Acquisition, we will incur substantial debt obligations, which could adversely affect our financial condition.

As of March 29, 2014, after giving pro forma effect to the Acquisition, our total outstanding debt for borrowed money would have been approximately $3.25 billion, assuming we did not issue any convertible preferred stock to finance the Acquisition. In addition, subject to restrictions in the agreements governing our existing and future indebtedness, we may incur additional indebtedness. Our substantial level of indebtedness could have important consequences, including the following:

•

it may be more difficult for us to satisfy our obligations with respect to our existing indebtedness or future indebtedness, including indebtedness we incur in connection with the Acquisition;

•

our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;

•

a substantial portion of cash flow from operations will be used to pay interest and principal on the indebtedness, which may reduce the funds available to us for other purposes, such as acquisitions and capital expenditures;

•

it may limit our ability to borrow additional funds;

•

result in our being at a competitive disadvantage with reduced flexibility in planning for, or responding to, changing conditions in the industry, including increased competition; and

•

make us more vulnerable to economic downturns and adverse developments in the business.

We expect to fund our expenses and to pay the principal and interest on our indebtedness from cash flow from operations. Our ability to meet our expenses and to pay principal and interest on our indebtedness when due thus depends on our future performance, which will be affected by financial, business, economic and other factors. We will not be able to control many of these factors, such as economic conditions in the markets where we operate and pressure from competitors. Additionally, we have not previously undertaken substantial amounts of indebtedness. Historically, we have operated our business without incurring significant indebtedness for borrowed money and have limited experience operating our business subject to the constraints imposed by agreements governing such indebtedness.

Despite the indebtedness to be incurred in connection with the Acquisition, we may be able to incur substantially more indebtedness and take other actions that could further exacerbate the risk associated with our substantial indebtedness.

We plan to incur approximately $3.25 billion of indebtedness in connection with the Acquisition. In addition to the planned financing activities, we may be able to incur substantially more indebtedness in the future, resulting in higher leverage. Subject to the limits contained in the agreements governing our indebtedness, we may incur additional indebtedness from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. To the extent we incur additional indebtedness, the risks associated with our substantial indebtedness will be exacerbated.

Our use of derivative financial instruments to reduce interest rate risk associated with the Acquisition may result in added volatility in our quarterly operating results.

We do not hold or issue derivative financial instruments for trading purposes. However, we do utilize derivative financial instruments to reduce interest rate risk associated with the planned indebtedness for the Acquisition. To manage the planned variable interest rate risk, we entered into forward interest rate swap agreements, which will effectively convert a portion of our planned indebtedness into a fixed rate loan. Under generally accepted accounting principles, the fair values of the swap contracts, which will either be amounts receivable from or payable to counterparties, are reflected as either assets or liabilities on our Consolidated Balance Sheets. We record its fair value change in our Consolidated Statements of Earnings, as a component of “Other income (expense)”. The associated impact on our quarterly operating results is directly related to changes in prevailing interest rates. If interest rates increase, we would have a non-cash gain on the swaps, and vice versa. Consequently, these swap contracts will introduce volatility to our operating results.

Restrictive covenants in the agreements governing our indebtedness may limit our current and future operations, particularly our ability to respond to changes in our business or to pursue our business strategies.

The agreements governing the indebtedness we expect to incur to fund the Acquisition, and instruments governing any future indebtedness will contain, a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our ability to take actions that we believe may be in our interest. We expect these covenants will limit our ability to:

•

incur additional indebtedness or guarantees;

•

pay dividends or make other distributions or repurchase or redeem our stock or prepay or redeem certain indebtedness;

•

sell or dispose of assets and issue capital stock of restricted subsidiaries;

•

incur liens or enter into sale-lease-back transactions;

•

enter into agreements restricting our subsidiaries’ ability to pay dividends;

•

enter into transactions with affiliates;

•

engage in new lines of business;

•

consolidate, merge or enter into other fundamental changes;

•

make loans, investments and/or acquisitions; and

•

enter into amendments or modifications of certain material subordinated debt agreements or organizational documents.

Additionally, the senior credit facility we plan to enter into to fund a portion of the Enterprise acquisition will require us to maintain in certain circumstances compliance with a consolidated total secured net leverage ratio. Our ability to comply with this ratio may be affected by events beyond our control, and we cannot assure you that we will meet this ratio.

The restrictions could adversely affect our ability to:

•

finance operations;

•

make needed capital expenditures;

•

make strategic acquisitions or investments or enter into alliances;

•

withstand a future downturn in our business or the economy in general;

•

engage in business activities, including future opportunities, that may be in our interest; and

•

plan for or react to market conditions or otherwise execute our business strategies.

A breach of any of the covenants contained in the agreements governing the indebtedness (including an inability to comply with the financial maintenance covenants) that is not remedied within the applicable cure period, if any, would result in an event of default under the indebtedness we plan to incur to fund the Acquisition. If, when required, we are unable to repay or refinance our indebtedness or amend the covenants contained in the agreements governing our indebtedness, or if a default otherwise occurs that is not cured or waived, the lenders or holders of our debt securities could elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable or institute foreclosure proceedings against those assets that secure the borrowings. Should the outstanding obligations be accelerated and become due and payable because of any failure to comply with the applicable covenants in the future, we would be required to search for alternative measures to finance current and ongoing obligations of our business. There can be no assurance that such financing will be available on acceptable terms, if at all. Any of these scenarios could adversely impact our liquidity, financial condition and results of operations.

A significant amount of cash will be required to service the indebtedness we plan to incur to fund the Acquisition.

Our ability to make payments on and to refinance the indebtedness we plan to incur to fund the Acquisition and to fund working capital needs, general corporate expenditures and planned capital expenditures will depend on our ability to generate a significant amount of cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control. Additionally, the specific interest rates with respect to the Financing have not been determined, and will not be determined for some time. As a result, we currently do not know with certainty the exact amount of interest expense we will be subject to as a result of the Financing.

If our business does not generate sufficient cash flows from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may

not be able to affect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital and debt markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict business operations. The terms of anticipated or future debt instruments may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and/or principal on outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to access additional capital on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations, as well as on our ability to satisfy the obligations in respect of our indebtedness.

In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013, and the factors identified under “Safe Harbor” at the end of Item 2 of Part I of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition, cash flows or results of operations. The risks described in our Annual Report on Form 10-K, are not the only risks facing Zebra. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, cash flows and/or results of operations.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Treasury Shares

Zebra did not purchase shares of Zebra Class A Common Stock during the second quarter of 2014.

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced programs		Maximum number of shares that may yet be purchased under the program
April 2014 (March 30 – April 26)		0	$	0.00		0		665,475
May 2014 (April 27 – May 24)		0	$	0.00		0		665,475
June 2014 (May 25 – June 28)		0	$	0.00		0		665,475

(1)	On November 4, 2011, Zebra’s Board authorized the purchase of up to an additional 3,000,000 shares under our stock repurchase program. This authorization does not have an expiration date.

(2)	During the second quarter, Zebra acquired 60,819 shares of Zebra Class A Common Stock through the withholding of shares necessary to satisfy tax withholding obligations upon the vesting of restricted stock awards. These shares were acquired at an average price of $72.40 per share.

Item 6.

Exhibits



10.1		2011 Zebra Technologies Corporation Long-Term Incentive Plan (Amended and Restated as of May 15, 2014). +

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

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

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

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

101		The following financial information from Zebra Technologies Corporation Quarterly Report on Form 10-Q, for the quarter ended June 28, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the consolidated balance sheets; (ii) the consolidated statements of earnings; (iii) the consolidated statements of comprehensive income; (iv) the consolidated statements of cash flows; and (v) notes to consolidated financial statements.

SIGNATURES

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


	ZEBRA TECHNOLOGIES CORPORATION

Date: August 5, 2014	By:	/s/ Anders Gustafsson
		Anders Gustafsson
		Chief Executive Officer

Date: August 5, 2014	By:	/s/ Michael C. Smiley
		Michael C. Smiley
		Chief Financial Officer

Exhibit 10.1

2011 Zebra Technologies Corporation

Long-Term Incentive Plan

(Amended and Restated as of May 15, 2014)

Section 1

Establishment and Purpose

1.1. Establishment . This Plan shall be submitted to the stockholders of Zebra Technologies Corporation, a Delaware corporation (“ Zebra ”) for approval at the 2011 annual meeting of stockholders and, if approved by majority of the votes cast affirmatively or negatively by the holders of the shares of Class A Common Stock, par value $0.01 per share, of Zebra (“ Common Stock ”) present in person or represented by proxy at such meeting, shall become effective on the date of such approval. This Plan shall terminate on the tenth anniversary of the effective date of the Plan, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any Award granted prior to termination. In the event that this Plan is not approved by the stockholders of Zebra, this Plan shall be null and void. The Plan supersedes and replaces the Zebra Technologies Corporation 2006 Incentive Compensation Plan (the “ Prior Plan ”), except that the Prior Plan shall remain in effect with respect to outstanding awards under the Prior Plan until such awards have been exercised, forfeited, canceled, expired or otherwise terminated in accordance with their terms.

1.2 . Purposes . The purposes of the Plan are to align participants’ long-term compensation with the interests of Zebra and its stockholders and to attract, retain, motivate and reward key personnel. To accomplish the foregoing, the Plan provides that Zebra may grant Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Performance Shares or Performance Units.

Section 2

Definitions

2.1. “ Award ” means, individually or collectively, a grant under the Plan of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Performance Shares or Performance Units.

2.2. “ Award Agreement ” means either: (a) a written or electronic agreement between Zebra and a Participant that sets forth the terms and conditions of an Award, and is a condition to the grant of an Award or (b) a written or electronic statement issued by Zebra describing the terms and conditions of an Award.

2.3.

“ Board ” means the Board of Directors of Zebra.

2.4. “ Cause ” means, unless otherwise provided for in the Award Agreement, as determined by Zebra, in its sole discretion, termination of the Participant’s employment with Zebra and its Subsidiaries because of the Participant’s: (a) a material breach of an Award Agreement or of any other agreement to which the Participant and Zebra or a Subsidiary are parties, as determined by Zebra in good faith; (b) a material violation of Zebra policy, regardless of whether within or outside of his or her authority; (c) willful or intentional misconduct, gross negligence, or dishonest, fraudulent, or unethical behavior, or other conduct involving serious moral turpitude, in the performance of Participant’s duties; (d) dishonesty, theft or conviction of any crime or offense involving money or property of Zebra or any Subsidiary; (e) breach of any fiduciary duty owing to Zebra or any Subsidiary; (f) unauthorized disclosure or dissemination of confidential information; or (g) conduct that is, or could reasonably be expected to be, materially harmful to Zebra or any of its Subsidiaries, as determined by Zebra in good faith.

2.5. “ Change in Control ” means, unless the Committee provides otherwise in the Award Agreement, the occurrence of any of the following events:

(a) the acquisition by any individual, entity or group (a “ Person ”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 35% or more of either (i) the then outstanding shares of Common Stock (the “ Outstanding Common Stock ”) or (ii) the combined voting power of the then outstanding securities of Zebra entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); excluding , however , the following: (A) any acquisition directly from Zebra (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from Zebra), (B) any acquisition by Zebra, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Zebra or any corporation controlled by Zebra or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2.5; provided , further , that for purposes of clause (B), if any Person (other than Zebra or any employee benefit plan (or related trust) sponsored or maintained by Zebra or any corporation controlled by Zebra) shall become the beneficial owner of 35% or more of the Outstanding Common Stock or 35% or more of the Outstanding Voting Securities by reason of an acquisition by Zebra, and such Person shall, after such acquisition by Zebra, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;

(b) individuals who, as of the date hereof, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of such Board; provided , that any individual who becomes a director of Zebra subsequent to the date hereof whose election, or nomination for election by Zebra’s stockholders, was approved by the vote of at least two-thirds of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided , further , that any individual who was initially elected as a director of Zebra as a result of an actual or threatened solicitation by a Person other than the Board for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board or who was initially elected as a director of Zebra and whose election was opposed by the Incumbent Board;

(c) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of Zebra (a “ Corporate Transaction ”); excluding , however , a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Corporate Transaction (including, without limitation, an entity which as a result of such transaction owns Zebra or all or substantially all of Zebra’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: Zebra; any employee benefit plan (or related trust) sponsored or maintained by Zebra or any entity controlled by Zebra; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 35% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 35% or more of, respectively, the outstanding shares of common stock of the entity resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors (or similar body) of the entity resulting from such Corporate Transaction; or

(d) the consummation of a plan of complete liquidation or dissolution of Zebra.

2.6. “ Code ” means the Internal Revenue Code of 1986, as amended.

2.7. “ Common Stock ” has the meaning set forth in Section 1.1.

2.8. “ Committee ” means the Compensation Committee of the Board.

2.9. “ Director ” means any individual who is a member of the Board.

2.10. “ Disability ” means, unless otherwise provided for in the Award Agreement, (i) in the case of an Employee, the Employee qualifying for long-term disability benefits under any long-term disability program sponsored by Zebra or a Subsidiary in which the Employee participates and (ii) in the case of a Director or consultant, the inability of the Director or consultant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by Zebra, based upon medical evidence.

2.11. “ Employee ” means any employee of Zebra or any Subsidiary.

2.12. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

2.13. “ Fair Market Value ” means the closing price of the Shares on a national securities exchange on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided , however , that Fair Market Value may be determined by Zebra by whatever means or method as Zebra, in the good faith exercise of its discretion, shall at such time deem appropriate; provided , further , that no method of determining Fair Market Value will be used with respect to an Option or SAR if such method would cause the Option or SAR to constitute a form of nonqualified deferred compensation subject to Section 409A of the Code.

2.14. “ Good Reason ” means, unless otherwise provided for in the Award Agreement, termination of the Participant’s employment with Zebra and its Subsidiaries because of resignation by the Participant for any of the following reasons: (a) a demotion of the Participant to a lesser position (including a material diminution in the status of the Participant’s responsibilities, authorities, powers or duties taken as a whole) or assignment to the Participant of any duties materially inconsistent with the status and responsibilities of the Participant’s position; (b) a material breach of any provision of the Participant’s employment agreement, if any, by Zebra or its Subsidiaries and Zebra’s failure to cure such breach within fifteen (15) business days after receipt of written notice from the Participant to the Vice President, Human Resources specifying in reasonable detail the nature of the breach; or (c) a decrease in base salary at the rate in effect on the date of grant of the Award, but only if the Participant terminates his or her employment within ten (10) business days after the effective date of the decrease. If the Participant fails to terminate his or her employment within ten (10) business days after the effective date of a decrease, a termination shall not constitute termination of employment by the Participant for Good Reason.

2.15. “ Incentive Stock Option ” or “ ISO ” means a right to purchase Shares pursuant to terms and conditions that provide that such right will be treated as an incentive stock option within the meaning of Section 422 of the Code.

2.16. “ Incumbent Board ” has the meaning set forth in Section 2.5(b).

2.17. “ Non-Tandem SAR ” means an SAR which is not granted in tandem with, or by reference to, an Option, which entitles the holder thereof to receive, upon exercise, Shares (which may be Restricted Stock or RSUs), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one Share on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

2.18. “ Nonqualified Stock Option ” or “ NQSO ” means a right to purchase Shares which is not an Incentive Stock Option.

2.19. “ Option ” means an Incentive Stock Option or a Nonqualified Stock Option.

2.20. “ Option Price ” means the per share purchase price of a Share pursuant to an Option.

2.21. “ Outstanding Common Stock ” has the meaning set forth in Section 2.5(a).

2.22. “ Outstanding Voting Securities ” has the meaning set forth in Section 2.5(a).

2.23. “ Participant ” means an Employee, Director or consultant who holds an outstanding Award under the Plan, and includes former Employees, Directors or consultants who have certain post-termination rights pursuant to an Award.

2.24. “ Performance Award ” means a right, contingent upon the attainment of performance goals within a Performance Period, to receive an amount in cash that has an initial value specified in the Award Agreement.

2.25. “ Performance-Based Exception ” means the exception for performance-based compensation from the tax deductibility limitations of Section 162(m) of the Code.

2.26. “ Performance Period ” means the time period during which performance goals must be achieved with respect to an Award.

2.27. “ Performance Share ” means a right, contingent upon the attainment of performance goals within a Performance Period, to receive one Share (which may be Restricted Stock or an RSU), or in lieu of all or a portion thereof, the Fair Market Value of a Share in cash.

2.28. “ Performance Unit ” means a right, contingent upon the attainment of performance goals within a Performance Period, to receive an amount that has an initial value equal to the Fair Market Value of a Share on the grant date, which amount may be paid in a Share (which may be Restricted Stock or an RSU), or in lieu of all or a portion thereof, the Fair Market Value of a Share in cash.

2.29. “ Period of Restriction ” means the period during which the Shares of Restricted Stock or RSUs subject to an Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, as specified in the applicable Award Agreement .

2.30. “ Person ” has the meaning set forth in Section 2.5(a).

2.31. “ Plan ” means the 2011 Zebra Technologies Corporation Long-Term Incentive Plan.

2.32. “ Prior Plan ” has the meaning set forth in Section 1.1.

2.33. “ Retirement ” has the meaning, if any, set forth in an Award Agreement.

2.34. “ Restricted Stock ” means issued and outstanding Shares that are subject to a Period of Restriction.

2.35. “ Restricted Stock Unit ” or “ RSU ” means a right to receive one Share, or in lieu of all or a portion thereof, the Fair Market Value of a Share in cash, that is subject to a Period of Restriction.

2.36. “ Share ” or “ Shares ” means shares of Class A common stock of Zebra, par value $.01.

2.37. “ Stock Appreciation Right ” or “ SAR ” means a Tandem SAR or a Non-Tandem SAR.

2.38. “ Subsidiary ” means any corporation, partnership, joint venture, affiliate, or other entity in which Zebra is at least a majority-owner of all issued and outstanding equity interests or has a controlling interest.

2.39. “ Tandem SAR ” means an SAR that is granted in tandem with, or by reference to, an Option, which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such Option, Shares (which may be Restricted Stock or RSUs), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one Share on the date of exercise over the base price of such SAR, multiplied by the number of Shares subject to such option, or portion thereof, which is surrendered.

2.40. “ Zebra ” has the meaning set forth in Section 1.1.

Section 3

Administration

3.1. Plan Administration and Committee Membership . The Committee shall administer the Plan. The Committee shall consist of not less than two Directors who are both non-employee directors of Zebra, within the meaning of Rule 16b-3 of the Exchange Act, and outside directors, as defined in Treasury Regulations §1.162-27; provided, however , that if at any time any member of the Committee is not an outside director, the Committee may establish a subcommittee, consisting of all members who are outside directors, for all purposes of any Award to an executive officer, unless the Committee determines that such an Award is not intended to qualify for the Performance-Based Exception. The foregoing notwithstanding, the Board shall perform the functions of the Committee for purposes of granting Awards to non-employee directors and for approving, after receiving the recommendation of the Committee, awards to the Chief Executive Officer.

3.2. Authority of the Committee . Except as limited by law or by the Certificate of Incorporation or By-laws of Zebra, the Committee shall have full power to select Employees, Directors, and consultants to participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards, including the form, amount and timing of each Award and, if applicable, the number of Shares, units, SARs and Performance Shares subject to an Award, the exercise price or grant price associated with the Award, the time and conditions of vesting, exercise or settlement of the Award and all other terms and conditions of the Award, including, without limitation, the form of the Award Agreement; construe and interpret the Plan and any agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and amend the terms and conditions of any outstanding Award. The Committee shall, subject to the terms of the Plan, interpret the Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of the Plan and may impose, incidental to the grant of an Award, conditions with respect to the Award, such as limiting competitive employment or other activities. All determinations and decisions made by the Committee and all related orders and resolutions of the Board shall be final, conclusive and binding on all persons, including Zebra, its stockholders, Employees, Participants, and their estates and beneficiaries.

To the extent permitted by applicable law, including, without limitation, Section 157(c) of the General Corporation Law of the State of Delaware, the Committee may delegate some or all of its authority hereunder to the Board or the Chief Executive Officer as the Committee deems appropriate; provided , however , that the Committee may not delegate its power and authority to the Board or the Chief Executive Officer with regard to an executive officer or who, in the Committee’s judgment, is likely to be an executive officer at any time during the period an Award to such officer would be outstanding.

Section 4

Shares Subject to the Plan and Maximum Awards

4.1. Shares Available for Awards .

(a) The Shares available for Awards may be either authorized and unissued Shares or Shares issued and re-acquired by Zebra. The aggregate number of Shares that may be issued or used for reference purposes under the Plan or with respect to which Awards may be granted shall not exceed 5,500,000 Shares, subject to adjustment as provided in Section 4.3.

(b) In the case of any Award granted in substitution for an award of a company or business acquired by Zebra or a Subsidiary, Shares issued or issuable in connection with such substitute Award shall not be counted against the number of Shares reserved under the Plan, but shall be available under the Plan by virtue of Zebra’s assumption of the plan or arrangement of the acquired company or business.

4.2. Individual Participant Limitations . Unless and until the Committee determines that an Award to an executive officer is not intended to qualify for the Performance-Based Exception, the following rules shall apply to grants of such Awards under the Plan:

(a) Subject to adjustment as provided in Section 4.3, the maximum aggregate number of Shares (including Options, SARs, Restricted Stock, RSUs, Performance Units and Performance Shares to be paid out in Shares) that may be granted in any one fiscal year to a Participant shall be 500,000.

(b) The maximum aggregate cash payout (including Performance Awards, Performance Units and Performance Shares paid out in cash) with respect to Awards granted in any one fiscal year that may be made to any Participant shall be $8,000,000.

4.3. Adjustments in Authorized Shares . In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Shares other than a regular cash dividend, the number and class of securities available under the Plan, the maximum number of securities available for Awards, the number and class of securities subject to each outstanding Award and, if applicable, the purchase price per security, the maximum number of securities with respect to which Awards may be granted during any calendar year to any person, the terms of each outstanding Award shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding Options and SARs without an increase in the aggregate purchase price or base price. The decision of the Committee regarding any such adjustment shall be final, conclusive and binding. If any such adjustment would result in a fractional security being (a) available under the Plan, such fractional security shall be disregarded, or (b) subject to an award under the Plan, Zebra shall pay the holder of such Award, in connection with the first vesting, exercise or settlement of such Award in whole or in part occurring after such adjustment, an amount in cash determined by multiplying (i) the fraction of such security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the vesting, exercise or settlement date over (B) the exercise or base price, if any, of such Award.

Section 5

Eligibility and Participation

5.1. Eligibility . Persons eligible to participate in the Plan include current and future Employees (including officers), Directors and consultants of Zebra and its Subsidiaries, as determined by the Committee.

5.2. Participation . Subject to the provisions of the Plan, the Committee shall determine and designate, from time to time, the Employees, Directors and consultants of Zebra and any Subsidiary to whom Awards shall be granted.

Section 6

Stock Options and Stock Appreciation Rights

6.1. Grants of Options and SARs . Options and SARs may be granted to one or more Participants in such number, upon such terms and conditions, and at any time and from time to time, as determined by the Committee, in its sole discretion. Each Option, or portion thereof, that is not an ISO shall be an NQSO. An ISO may not be granted to any person who is not an employee of Zebra or any parent or subsidiary (as defined in Section 424 of the Code). Each ISO shall be granted within ten years of the date the Plan is adopted by the Board. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which Options designated as ISOs are exercisable for the first time by a Participant during any calendar year (under the Plan or any other plan of Zebra, or any parent or subsidiary as defined in Section 424 of the Code) exceeds the amount established by the Code, such Options shall constitute NQSOs. Non-Tandem SARs, Tandem SARs, or any combination of these forms of SARs may be granted.

6.2. Option Price and Grant Price . The Award Agreement shall set forth the Option Price or grant price for each Option or SAR, provided that the Option Price or grant price shall not be less than 100% of the Fair Market Value on the grant date, and which Option Price or grant price may not be subsequently changed by the Committee except pursuant to Section 4.3. With respect to a Participant who owns, directly or indirectly, more than 10% of the total combined voting power of all classes of the stock of Zebra or any Subsidiary, the Option Price of Shares subject to an ISO shall be at least 110% of the Fair Market Value of such Shares on the ISO’s grant date.

6.3. Term . Each Option or SAR granted to a Participant shall expire at such time as set forth in the Award Agreement, but in no event shall be exercisable later than the 10th anniversary of the grant date. Notwithstanding the foregoing, with respect to ISOs, in the case of a Participant who owns, directly or indirectly, more than 10% of the total combined voting power of all classes of the stock of Zebra or any Subsidiary, no such ISO shall be exercisable later than the fifth anniversary of the grant date.

6.4. Exercise of Options and SARs . Options and SARs shall be exercisable, in whole or in part, at such times and be subject to such restrictions and conditions as set forth in the Award Agreement, which need not be the same for each Award or for each Participant. Options and SARs shall be exercised by the delivery of a written or electronic notice of exercise to Zebra, setting forth the number of Shares with respect to which the Option or SAR is to be exercised, accompanied in the case of Options by full payment for the Shares as set forth in Section 6.7. The payment by Zebra to the Participant upon an SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof, as set forth in the Award Agreement. If an Award Agreement does not specify the time or times at which the Option or SAR shall become exercisable, the Option or SAR shall become exercisable by the Participant (i) to a maximum cumulative extent of one-third of the Shares or SARs (rounded down to the nearest whole) covered by the Option or SAR on the first anniversary of the grant date, and (ii) to a maximum cumulative extent of two-thirds of the Shares or SARs (rounded down to the nearest whole) covered by the Option or SAR on the second anniversary of the grant date, and (iii) to a maximum cumulative extent of 100% of the Shares or SARs covered by the Option or SAR on the third anniversary of the grant date.

6.5. Exercise of Tandem SARs . Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercise; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

6.6. Exercise of Non-Tandem SARs . SARs may be exercised upon the terms and conditions set forth in the Award Agreement. Upon exercise, a Participant shall be entitled to receive payment from Zebra in an amount determined by multiplying (a) the excess of the Fair Market Value of a Share on the date of exercise over the grant price; by (b) the number of Shares with respect to which the SAR is exercised.

6.7. Option Price Payment . The Option Price upon exercise of any Option shall be payable to Zebra in full either: (a) in cash, (b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, (c) a combination (i) and (ii), or (d) in cash by a broker-dealer acceptable to Zebra to whom the holder of the Option has submitted an irrevocable notice of exercise.

Any fraction of a Share which would be required to pay the Option Price shall be disregarded and the remaining amount due shall be paid in cash. No book-entry record or certificate representing Shares shall be made or delivered until the full Option Price or grant price and any withholding taxes have been paid (or arrangement made for such payment to Zebra’s satisfaction).

6.8. Termination of Employment, Service as a Director, or Consulting Arrangement . The Award Agreement shall set forth the extent to which a Participant shall have the right to exercise the Option or SAR following termination of employment, service as a Director, or consulting arrangement with Zebra and/or its Subsidiaries. Such provisions need not be uniform among Options or SARs, and may reflect distinctions based on the reasons for such termination, including, but not limited to, termination for Cause or Good Reason, or reasons relating to the breach or threatened breach of restrictive covenants. Subject to Section 9.8, in the event that an Award Agreement does not set forth such provisions, the following provisions shall apply:

(a) Retirement, Death or Disability . In the event that a Participant’s employment, service as a Director or consulting arrangement with Zebra and/or any Subsidiary terminates by reason of Retirement, death or Disability, to the extent that the Option or SAR is not exercisable, all Shares covered by the Option or SAR shall immediately become fully exercisable and shall remain exercisable until the earlier of (i) the remainder of the term of the Option or SAR, or (ii) 12 months after the date of termination.

(b) Termination for Cause. In the event that a Participant’s employment, service as a Director or consulting arrangement with Zebra and/or any Subsidiary terminates for Cause, all Options or SARs shall expire immediately and all rights thereunder shall cease upon termination.

(c) Other Termination . In the event that a Participant’s employment, service as a Director or consulting arrangement with Zebra terminates for any reason other than Retirement, death, Disability, or for Cause, all then exercisable Options or SARs shall remain exercisable from the date of termination until the earlier of (i) the remainder of the term of the Option or SAR, or (ii) 90 days after the date of termination. Such Options or SARs shall only be exercisable to the extent that they were exercisable as of such termination date and all unexercisable Options or SARs shall be forfeited.

Section 7

Restricted Stock and Restricted Stock Units

7.1. Grant of Restricted Stock and Restricted Stock Units . Restricted Stock Awards and RSU Awards may be granted to one or more Participants in such number, upon such terms and conditions, and at any time and from time to time, as determined by the Committee, in its sole discretion. If no Period of Restriction is set forth in the Award Agreement, the transfer and any other restrictions shall lapse (i) to a maximum cumulative extent of one-third of the Shares or RSUs (rounded to the nearest whole) covered by the Award on the first anniversary of the grant date, (ii) to a maximum cumulative extent of two-thirds of the Shares or RSUs (rounded to the nearest whole) covered by the Award on the second anniversary of the grant date, and (iii) to a maximum cumulative extent of 100% of the Shares or RSUs covered by the Award on the third anniversary of the grant date.

7.2. Restrictions . Subject to Section 9.1, such other conditions and/or restrictions on any Shares of Restricted Stock or RSUs may be imposed as set forth in the Award Agreement, including without limitation, a requirement that Participants pay a purchase price for each Share of Restricted Stock or RSU, restrictions based upon the achievement of performance goals (company-wide, subsidiary-wide, divisional, and/or individual), time-based restrictions on vesting, which may or may not be following the attainment of the performance goals, sales restrictions under applicable stockholder agreements or similar agreements, and/or restrictions under applicable federal or state securities laws.

7.3. Voting Rights, Dividends and Other Distributions . Unless otherwise set forth in the Award Agreement, Participants to whom Shares of Restricted Stock have been granted may exercise full voting rights with respect to those Shares during the Period of Restriction and shall be credited with regular cash dividends paid with respect to the underlying Shares while they are so held during the Period of Restriction. The Award Agreement may contain restrictions on the dividends and other distributions.

7.4. Termination of Employment, Service as a Director, or Consulting Arrangement . The Award Agreement shall set forth the extent to which a Participant shall have the right to receive or settle unvested Shares of Restricted Stock or RSUs following termination of employment, service as a Director, or consulting arrangement with Zebra and/or its Subsidiaries. Such provisions need not be uniform among Restricted Stock Awards and RSU Awards, and may reflect distinctions based on the reasons for termination of employment including, but not limited to, termination of employment for Cause or Good Reason, or reasons relating to the breach or threatened breach of restrictive covenants. Subject to Section 9.8, in the event that an Award Agreement does not set forth such provisions, the following provisions shall apply:

(a) Retirement, Death or Disability . In the event that a Participant’s employment, service as a Director, or consulting arrangement with Zebra and/or its Subsidiaries is terminated due to Retirement, death or Disability, all Shares of Restricted Stock and RSUs shall immediately become fully vested on the date of termination and any restrictions shall lapse.

(b) Other Termination . In the event that a Participant’s employment, service as a Director, or consulting arrangement with Zebra and/or its Subsidiaries is terminated for any reason other than Retirement, death or Disability, all Shares of Restricted Stock and RSUs that are unvested at the date of termination shall be forfeited.

Section 8

Performance Awards, Performance Units and Performance Shares

8.1. Grant of Performance Awards, Performance Units and Performance Shares . Performance Awards, Performance Units and Performance Shares may be granted to one or more Participants in such number, upon such terms and conditions, and at any time and from time to time, as determined by the Committee, in its sole discretion.

8.2. Termination of Employment, Service as a Director or Consulting Arrangement . The Award Agreement shall set forth the extent to which the Participant shall have the right to receive payment for Performance Awards, Performance Units and/or Performance Shares following termination of the Participant’s employment, service as a Director, or consulting arrangement with Zebra and/or its Subsidiaries. Such provisions need not be uniform among Performance Awards, Performance Unit Awards and Performance Share Awards, and may reflect distinctions based on the reasons for such termination, including, but not limited to, termination for Cause or Good Reason, or reasons relating to the breach or threatened breach of restrictive covenants. Subject to Section 9.8, in the event that an Award Agreement does not set forth such provisions, the following provisions shall apply:

(a) Retirement, Death or Disability . In the event that a Participant’s employment, service as a Director, or consulting arrangement with Zebra and/or its Subsidiaries is terminated during a Performance Period, or prior to the date of the payment of the Performance Award, Performance Unit and/or Performance Share Award, due to Retirement (except with respect to Awards to executive officers that are intended to qualify for the Performance-Based Exception), death or Disability, the Participant shall receive a prorated payout of the Performance Awards, Performance Units and/or Performance Shares.

(b) Other Termination. In the event that a Participant’s employment, service as a Director, or consulting arrangement with Zebra and/or its Subsidiaries is terminated during a Performance Period, or prior to the date of the payment of the Performance Award, Performance Unit and/or Performance Share Award, for any reason other than a reason set forth in Section 8.2(a), all Performance Awards, Performance Unit Awards and Performance Share Awards shall be forfeited.

Section 9

General

9.1 Performance Goals . Unless and until the Committee proposes for stockholder vote and stockholders approve a change in the general performance goals set forth in this Section 9.1, the attainment of which may determine the degree of payout and/or vesting with respect to Awards to executive officers that are intended to qualify for the Performance-Based Exception, the performance goals and performance targets to be used for purposes of such grants shall be established by the Committee in writing, shall be objectively measurable and shall be stated in terms of the attainment of specified levels of or percentage changes in any one or more of the following measurements: revenue; primary or fully-diluted earnings per Share; earnings before interest, taxes, depreciation, and/or amortization; pretax income; cash flows from operations; total cash flows; bookings; return on equity; return on invested capital; return on assets; net operating profits after taxes; economic value added; total stockholder return or return on sales; or any individual performance goal which is measured solely in terms of quantitative targets related to Zebra or Zebra’s business, or any combination thereof. In addition, performance goals and performance targets may be based on one or more business criteria, one or more business units or divisions of Zebra or the applicable sector, or Zebra as a whole, and if so desired by the Committee, by comparison with a peer group of companies. A performance target need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). The performance targets for any Performance Period may be measured on an absolute basis or in relation to a peer group or an index.

For each Award intended to qualify for the Performance-Based Exception, the Committee shall establish the applicable performance goal(s) and performance target(s) for that Award no later than the latest date that the Committee may establish such goals and targets without jeopardizing the ability of the Award to qualify for the Performance-Based Exception.

The degree of payout and/or vesting of such Awards intended to qualify for the Performance-Based Exception shall be determined based upon the written certification of the Committee as to the extent to which the performance targets and any other material terms and conditions precedent to such payment and/or vesting have been satisfied. The Committee shall have the sole discretion to adjust the determinations of the degree of attainment of the performance targets; provided , however , that the performance targets applicable to Awards which are intended to qualify for the Performance-Based Exception, and which are held by executive officers, may not be adjusted so as to increase the payment under the Award (the Committee shall retain the sole discretion to adjust such performance targets upward, or to otherwise reduce the amount of the payment and/or vesting of the Award relative to the performance targets).

In the event that applicable tax and/or securities laws change to permit Committee sole discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. Nothing contained herein shall be construed to preclude the Committee from granting awards to executive officers that are not intended to qualify for the Performance-Based Exception.

9.2. Non-Transferability of Awards . All ISOs granted to a Participant shall be exercisable during his or her lifetime only by the Participant. Unless otherwise specified in the Agreement relating to an Award, no Award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by Zebra. Except to the extent permitted by the foregoing sentence or the Agreement relating to an Award, each Award may be exercised or settled during the Participant’s lifetime only by the Participant or the Participant’s legal representative or similar person. Except to the extent permitted by the second preceding sentence or the Agreement relating to an Award, no Award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any such Award, such Award and all rights thereunder shall immediately become null and void.

9.3 Beneficiary Designation . If permitted by Zebra, each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by Zebra, and will be effective only when filed by the Participant in writing with Zebra’s Human Resources Department during the Participant’s lifetime. The spouse of a married Participant domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. If a Participant fails to designate a beneficiary, or if all designated beneficiaries of a Participant predecease the Participant, then each outstanding Option and SAR hereunder held by such Participant, to the extent exercisable, may be exercised by such Participant’s executor, administrator, legal representative or similar person. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

9.4 Deferrals; Compliance with Section 409A . The Committee, in its sole discretion, may include in an Award Agreement provisions that permit a Participant to defer receipt of payment of cash or delivery of Shares that would otherwise be due to such Participant upon the exercise, lapse or waiver of restrictions, or satisfaction of any requirements, goal or target with respect to such Award. Such deferral provisions shall be consistent with Section 409A of the Code and applicable regulations and shall be made in accordance with such terms and conditions as the Committee may establish from time to time or as may be provided in any employment agreement between Zebra and the Participant or in any deferred compensation plan maintained by Zebra.

9.5. No Guarantee of Employment or Service or Right to Participate . Nothing in the Plan shall interfere with or limit in any way the right of Zebra to terminate any Participant’s employment or consulting arrangement at any time, nor confer upon any Participant any right to continue in the employ of or consulting arrangement with Zebra or any Subsidiary. Temporary absence from employment because of illness, vacation, approved leaves of absence, and transfers of employment among Zebra and its Subsidiaries, shall not be considered to terminate employment or to interrupt continuous employment. Temporary cessation of the provision of consulting services because of illness, vacation or any other reason approved in advance by Zebra shall not be considered a termination of the consulting arrangement or an interruption of the continuity thereof.

Except as otherwise provided in an Award Agreement, conversion of a Participant’s employment relationship to a consulting arrangement, or vice versa, shall not result in termination of previously granted Awards. No Employee, Director or consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive a future Award.

9.6. Right of Setoff . Zebra or any Subsidiary may, to the extent permitted by applicable law and which would not trigger tax under Section 409A of the Code, deduct from and set off against any amounts Zebra or Subsidiary may owe to the Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits, or other compensation owed to the Participant, such amounts as may be owed by the Participant to Zebra, although the Participant shall remain liable for any part of the Participant’s payment obligation not satisfied through such deduction and setoff. By accepting any Award granted hereunder, the Participant agrees to any deduction or setoff under this Section.

9.7 Section 83(b) Election . No election under Section 83(b) of the Code to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code or under a similar provision of the laws of a jurisdiction outside the United States may be made, unless expressly permitted by the terms of the Award Agreement or by action of the Committee in writing before the making of such election. In any case in which a Participant is permitted to make such an election in connection with an Award, the Participant shall notify Zebra of such election within ten days after filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code or other applicable provision.

9.8. Change in Control .

(a) Notwithstanding any provision in the Plan or any Award Agreement, in the event of a Change in Control pursuant to Section 2.5(c) or (d) in connection with which (i) holders of Shares receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Exchange Act (disregarding the payment of cash in lieu of fractional shares) and (ii) outstanding Options, SARs, Restricted Stock Awards and RSU Awards are assumed or provision is made for the continuation of outstanding Options, SARs, Restricted Stock Awards and RSU Awards after the Change in Control, then, subject to Section 4.3, all outstanding Options, SARs, Restricted Stock Awards and RSU Awards shall continue in accordance with their terms and there shall be substituted for each Share available under the Plan, whether or not then subject to an outstanding Award, the number and class of shares into which each outstanding Share shall be converted pursuant to such Change in Control; provided , however , in the event of any such substitution, the purchase price per share in the case of an Option and the grant price in the case of an SAR shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of outstanding Options and SARs without an increase in the aggregate purchase price or grant price;

provided , further , that in the event a Participant’s employment with Zebra and its Subsidiaries is terminated by the Participant for Good Reason or by Zebra or any Subsidiary without Cause on or after the date of such Change in Control and on or prior to the one-year anniversary date of such Change in Control, then all outstanding Options and SARs held by the Participant under the Plan shall become exercisable in full as of the effective date of the termination of employment and, along with any then unexercised portions of such Options and SARs, shall remain exercisable through the remaining term of such Options and SARs, as applicable, and all outstanding Restricted Stock Awards and RSU Awards held by the Participant under the Plan shall become fully vested as of the effective date of the termination of employment and the remainder of any Period of Restriction relating to such Restricted Stock Awards and RSU Awards shall lapse; provided , further , that upon the occurrence of such Change in Control the Performance Periods applicable to all outstanding Awards shall lapse and the performance goals applicable to such Awards shall be deemed to be satisfied at the target level and, along with any then unexercised portion(s) of any such Options and SARs as to which a Performance Period lapses, shall remain exercisable through the remaining terms of such Options and SARs, as applicable.

(b) Notwithstanding any provision in the Plan or any Award Agreement and unless otherwise provided in a Participant’s employment or other agreement, in the event of a Change in Control pursuant to Section 2.5(a) or (b), or in the event of a Change in Control pursuant to Section 2.5(c) or (d) in connection with which (i) holders of Shares do not receive consideration consisting solely of shares of common stock that are registered under Section 12 of the Exchange Act or (ii) outstanding Options and SARs are not assumed or provision is not made for the continuation of outstanding Options and SARs after the Change in Control, each outstanding Award shall be surrendered to Zebra by the holder thereof, and each such Award shall immediately be canceled by Zebra, and the holder shall receive, within ten days of the occurrence of such Change in Control, a cash payment from Zebra (or any successor) in an amount equal to (i) in the case of an Option, the number of Shares then subject to such Option, multiplied by the excess, if any, of the greater of (A) the highest per share price offered to Zebra stockholders in any transaction whereby such Change in Control takes place or (B) the Fair Market Value of a Share on the date of occurrence of such Change in Control, over the purchase price per Share subject to the Option, (ii) in the case of a Non-Tandem SAR, the number of Shares then subject to such SAR, multiplied by the excess, if any, of the greater of (A) the highest price per Share offered to Zebra stockholders in any transaction whereby such Change in Control takes place or (B) the Fair Market Value of a Share on the date of occurrence of such Change in Control, over the grant price of the SAR, (iii) in the case of a Restricted Stock Award, RSU Award, Performance Unit Award or Performance Share Award, the number of Shares, number of units or number of Performance Shares, as the case may be, then subject to such Award, multiplied by the greater of (A) the highest per Share price offered to Zebra stockholders in any transaction whereby such Change in Control takes place or (B) the Fair Market Value of a Share on the date of occurrence of such Change in Control, and (iv) in the case of a Performance Award, the higher of (A) the target amount of such Award that is payable upon satisfaction of the applicable performance goals at the target level and (B) the amount that would be accrued under generally accepted accounting principles as of the date of the occurrence of such Change in Control. In the event of such Change in Control, each Tandem SAR shall be surrendered by the holder thereof and shall be canceled simultaneously with the cancellation of the related Option. Zebra may, but is not required to, cooperate with any person who is subject to Section 16 of the Exchange Act to assure that any cash payment in accordance with the foregoing to such person is made in compliance with Section 16 and the rules and regulations thereunder.

9.9. Amendment, Modification, and Termination . The Board may amend, suspend or terminate the Plan or the Committee’s authority to grant Awards without the consent of stockholders or Participants; provided , however , that any amendment to the Plan shall be submitted to Zebra’s stockholders for approval not later than the earliest annual meeting for which the record date is after the date of such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted and the Board may otherwise, in its sole discretion, determine to submit other amendments to the Plan to stockholders for approval; and provided , further , that, without the consent of an affected Participant, no Board or Committee action may materially and

adversely affect the rights of such Participant under any outstanding Award, unless such action is determined by the Board or Committee in good faith to be necessary to comply with any applicable law, regulation or rule (including Section 409A of the Code). Subject to the preceding sentence, the Committee may waive or modify any term of an Award to the extent that the terms of the Award Agreement, taking the waiver or modification into account, would have been permissible if included in the original Award Agreement, but shall have no authority to waive or modify any other Award term after the Award has been granted to the extent that the waived or modified term was mandatory under the Plan.

9.10. Tax Withholding . Zebra shall have the power and the right to deduct or withhold, or require a Participant to remit to Zebra, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock or RSUs, upon the satisfaction of performance goals, or upon any other taxable event arising as a result of Awards granted hereunder, Participants may elect, subject to the approval of Zebra, to satisfy the withholding requirement, in whole or in part, by having Zebra withhold Shares having a Fair Market Value on the date the tax is to be determined in an amount that does not exceed the minimum statutory total tax which would be imposed on the transaction. All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that Zebra deems appropriate.

9.11. Unfunded Plan . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of Zebra; provided, however , that the Committee may authorize the creation of trusts and deposit therein cash, Shares, other Awards or other property, or make other arrangements to meet Zebra’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

9.12 Forfeitures; Fractional Shares . Unless otherwise determined by Zebra, in the event of a forfeiture of an Award with respect to which a Participant paid cash consideration, the Participant shall be repaid the amount of such cash consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. Zebra shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

9.13. No Repricing of Options or Stock Appreciation Rights . Notwithstanding anything in this Plan to the contrary and subject to Section 4.3, the terms of outstanding Option or SAR may not be amended to reduce the exercise price or grant price, as the case may be, and no Option or SAR shall be canceled in exchange for cash, other Awards or Options or SARs with an exercise price or grant price, as the case may be, that is less than the exercise price or grant price of the original Option or SAR without the approval of a majority of the votes cast affirmatively or negatively by the holders of the Shares present in person or represented by proxy at a meeting in which the reduction of such exercise price or grant price, or the cancellation and regranting of an Award, as the case may be, is considered for approval.

9.14. Compliance with Section 162(m) of the Code . Zebra intends that Options, SARs and other Awards granted to executive officers who constitute covered employees under Section 162(m) of the Code shall satisfy the requirements of the Performance-Based Exception, unless otherwise determined by the Committee when the Award is granted. Accordingly, the Plan and Award Agreements shall be interpreted in a manner consistent with Section 162(m) of the Code and regulations thereunder. If any provision of the Plan or any Award Agreement designated as intended to satisfy the Performance-Based Exception does not comply or is inconsistent with the requirements of Section 162(m) of the Code or regulations thereunder, such provision shall

be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be deemed to confer upon the Committee or any other person sole discretion to increase the amount of compensation otherwise payable in connection with any such Award upon attainment of the applicable performance goals. With respect to any Option, SAR, or other Award designed to be exempt from the requirements of Section 409A of the Code, Zebra reserves the right to delay a Participant’s exercise or the lapse or satisfaction of restrictions of such Award if Zebra reasonably determines that issuance or payment under the Award would not be deductible by reason of Section 162(m) of the Code. With respect to any other Award, payment of any amount that Zebra reasonably determines would not be deductible by reason of Section 162(m) of the Code shall be deferred until the earlier of the earliest date on which Zebra reasonably determines that the deductibility of the payment will not be so limited, or the year following the termination of employment.

9.15. Awards to Participants Outside the United States . The Committee may modify the terms of any Award made to or held by a Participant who is then resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions, applicable as a result of the Participant’s residence or employment abroad shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. An Award may be modified under this Section in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b) of the Exchange Act for the Participant whose Award is modified.

9.16. Successors . All obligations of Zebra under the Plan with respect to Awards shall be binding on any successor to Zebra, whether the existence of such successor is the result of a direct or indirect merger, consolidation, purchase of all or substantially all of the business and/or assets of Zebra or otherwise.

9.17. Governing Law . To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware without giving effect to principles of conflicts of laws.

Exhibit 31.1

CERTIFICATION

I, Anders Gustafsson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zebra Technologies Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 5, 2014	By:	/s/ Anders Gustafsson
		Anders Gustafsson
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Michael C. Smiley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Zebra Technologies Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 5, 2014	By:	/s/ Michael C. Smiley
		Michael C. Smiley
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Zebra Technologies Corporation (Zebra) on Form 10-Q for the period that ended June 28, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anders Gustafsson, Chief Executive Officer of Zebra, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Zebra.

A signed original of this written statement required by Section 906, or another document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Zebra and will be retained by Zebra and furnished to the Securities and Exchange Commission or its staff upon request.


Date: August 5, 2014	By:	/s/Anders Gustafsson
		Anders Gustafsson
		Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Zebra Technologies Corporation (Zebra) on Form 10-Q for the period that ended June 28, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael C. Smiley, Chief Financial Officer of Zebra, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Zebra.


Date: August 5, 2014	By:	/s/ Michael C. Smiley
		Michael C. Smiley
		Chief Financial Officer