<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to ____________________
Commission file number_______________________________________________
Zebra Technologies Corporation Profit Sharing and Savings Plan
333 Corporate Woods Parkway, Vernon Hills, Illinois 60061
Registrant's telephone number including area code: (847)634-6700
(Name and Address of Issuer)
Zebra Technologies Corporation
333 Corporate Woods Parkway, Vernon Hills, Illinois 60061
This document consists of ___ pages.
<PAGE>
Independent Auditors' Report
The Plan's Trustees
Zebra Technologies Corporation Profit Sharing and Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Zebra Technologies Corporation Profit Sharing and Savings
Plan (the Plan) as of December 31, 1995 and 1996, and the related statements
of changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1996. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1995 and 1996, and the changes in net assets available for
benefits for each of the years in the three-year period ended December 31,
1996 in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information
included in schedules 1 and 2 is presented for the purpose of additional
analysis and is not required as part of the basic financial statements, but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
May 23, 1997 KPMG Peat Marwick LLP
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1995 and 1996
<TABLE>
1995 1996
<S> <C> <C>
Assets:
Investments, at fair value:
Strong Government Securities Fund $ 1,437,869 1,609,089
Alex Brown Money Market Fund 714,044 593,914
AIM Constellation Fund 1,562,080 2,372,191
AIM Value Fund 1,260,095 1,833,144
GAM International Fund 1,143,326 1,512,365
MAS Value Fund 2,181,704 3,175,161
Zebra Technologies Corporation Common Stock Fund 161,602 165,191
Participant loans receivable 389,695 502,854
Total investments 8,850,415 11,763,909
Receivables:
Employer contributions 452,782 499,448
Participant contributions 18,114 82,664
Miscellaneous 2,119 -
Total receivables 473,015 582,112
Cash and cash equivalents 68,628 32,266
Net assets available for benefits $ 9,392,058 12,378,287
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1994, 1995 and 1996
<TABLE>
1994 1995 1996
<S> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Interest $ 17,261 25,128 68,082
Dividends 138,740 354,682 472,709
Realized gain (loss)
on investments (713,797) 1,360,439 17,914
Unrealized appreciation
(depreciation) of investments 336,446 (211,329) 809,115
(221,350) 1,528,920 1,367,820
Participant contributions
(including rollovers) 809,804 1,039,973 1,261,952
Employer 401(k) contributions 276,761 328,939 427,927
Employer profit sharing
contributions 377,451 452,782 499,448
Total additions 1,242,666 3,350,614 3,557,147
Deductions from net assets attributed to:
Administrative expenses 23,547 27,541 -
Benefits paid to participants 180,329 723,249 570,918
Total deductions 203,876 750,790 570,918
Net increase 1,038,790 2,599,824 2,986,229
Net assets available for benefits:
Beginning of year 5,753,444 6,792,234 9,392,058
End of year $ 6,792,234 9,392,058 12,378,287
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
December 31, 1994, 1995 and 1996
(1) Description of Plan
The following description of the Zebra Technologies Corporation Profit
Sharing and Savings Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
The Plan is a defined contribution plan covering eligible employees of Zebra
Technologies Corporation (the Company) subject to certain service
requirements. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
Participants may contribute 1% to 15% of eligible compensation on a pretax
basis within certain specified limitations. The Plan permits discretionary
contributions by the Company. During 1994, 1995, and 1996, the Company
contributed approximately $377,000, $453,000, and $499,000, respectively, to
the profit sharing portion of the Plan and approximately $277,000, $329,000,
and $428,000, respectively, to the savings portion (401(k)) of the Plan. As
of January 1, 1996, participants are able to allocate their funds
among any combination of the following:
AIM Constellation Fund
AIM Value Fund
Alex Brown Money Market Fund
GAM International Fund
MAS Value Fund
Strong Government Securities Fund
Zebra Technologies Corporation Common
Stock Fund (limited to 10% of contributions)
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
During 1994, 1995 and 1996, participant and employer contributions by fund
were as follows:
<TABLE>
1994 1995 1996
<S> <C> <C> <C>
Participant directed:
Berger 100 Fund $ 220,332 177,558 -
Monetta Fund 72,995 50,542 -
Janus Funds 151,618 119,780 -
Financial Industrial Fund 131,640 79,089 -
USAA Income Fund 90,575 59,615 -
Strong Government Securities Fund 111,162 141,905 232,895
Alex Brown Money Market Fund 31,482 90,550 84,238
Warburg Pincus Int. Equity Fund - 12,903 -
AIM Constellation Fund - 115,915 406,551
AIM Value Fund - 88,360 319,418
GAM International Fund - 67,515 205,920
MAS Value Fund - 105,269 309,415
Zebra Technologies Corporation Common
Stock Fund - 25,122 48,778
Nonparticipant directed
company managed funds 654,212 687,571 -
Profit sharing contribution receivable - - 499,448
Due from participants - - 82,664
Total participant and employer
contributions $ 1,464,016 1,821,694 2,189,327
</TABLE>
Number of Participants
As of December 31, 1996 there were a total of 456 participants in the Plan.
The number of participants under each investment program were as follows:
Strong Government Securities Fund 275
Alex Brown Money Market Fund 195
AIM Constellation Fund 377
AIM Value Fund 353
GAM International Fund 306
MAS Value Fund 330
Zebra Technologies Corporation Common Stock Fund 172
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
Vesting
Participant contributions (plus actual earnings thereon) vest immediately.
Employer contributions vest as follows:
<TABLE>
Completed
years of service Vested percentage
<S> <C> <C>
1 20%
2 40
3 60
4 80
5 or more 100
</TABLE>
Payment of Benefits
Payment of benefits shall, in every case, be in the form of a lump sum.
Hardship/Withdrawals
Participants may withdraw funds from their savings contribution account after
meeting certain criteria as defined in the Plan. The minimum hardship
distribution is $1,000.
Loans to Participants
Loans are available to plan participants at the prime interest rate (as
published by American National Bank of Chicago), under limited circumstances
as described in the Plan. Loans to plan participants are secured by their
vested balance in the Plan and may not exceed the lesser of 50% of their
vested balance or $50,000.
Termination of the Plan
Although the Company has not expressed any intent to terminate the Plan, it
may do so at any time, subject to the provisions of ERISA.
Reclassifications
Certain amounts included in the 1994 financial statements have been
reclassified to conform to the method of presentation adopted in 1995 and
1996.
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statments
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis
of accounting and present the net assets available for plan benefits and the
changes in those net assets.
Investments
Investments are maintained in independent funds which are managed by the
respective funds' money managers and overseen by the Plan's trustees.
Investments are carried at fair value plus accrued interest/dividends.
Contributions
Participants' contributions are recognized by the Plan when withheld from the
participants by the Company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions from net assets during the
reporting period. Actual results could differ from those estimates.
(3) Federal Income Taxes
The Plan has received a favorable determination letter from the Internal
Revenue Service, dated August 17, 1993, indicating that it is qualified
under Section 401(a) of the Internal Revenue Code and therefore the related
trust is exempt from tax under Section 501(a) of the Internal Revenue Code.
The Plan's trustees are not aware of any activity or transactions that may
adversely affect the qualified status of the Plan.
(4) Administrative Expenses
Amounts forfeited by participants are used to offset administrative expenses
of the Plan. To the extent administrative expenses exceed forfeitures,
administrative expenses are paid by the Company.
(5) Net Assets of Inactive Participants
At December 31, 1996, net assets available for benefits included $82,248 of
100% vested account balances of inactive participants who have terminated or
retired and who have requested distribution but have not yet been paid.
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(5) Fund Information
Separate fund information for the years ended December 31, 1994, 1995, and
1996 is shown below:
<TABLE>
Net Assets Admin-
at Contri- Benefits istrative
Jan. 1, 1994 butions paid expenses
<S> <C> <C> <C> <C>
Participation directed:
Berger 100 Fund $ 671,057 220,332 (30,218) -
Monetta Fund 259,754 72,995 (17,053) -
Janus Funds 744,294 151,618 (24,364) -
Financial
Industrial Fund 516,078 131,640 (12,577) -
USAA Income Fund 558,157 90,575 (10,335) -
Strong Government
Securities Fund 327,412 111,162 (10,024) -
Alex Brown Money
Market Fund 10,174 31,482 (1,160) -
Participant Loans
Receivable 299,945 - - -
Nonparticipant
Directed Company
Managed Fund 2,037,013 276,761 (74,598) (23,547)
Total Investment
Funds 5,423,884 1,086,565 (180,329) (23,547)
Profit Sharing
Contribution
Receivable 292,802 377,451 - -
Miscellaneous
Receivables - - - -
Cash and Cash
Equivalents 36,758 - - -
Total Assets Available
for Benefits $ 5,753,444 1,464,016 (180,329) (23,547)
</TABLE>
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
(5) Fund Information
Separate fund information for the years ended December 31, 1994, 1995, 1996
is shown below:
<TABLE>
Net
realized and
unrealized
appreciation Loans, Net assets
Investment (depreciation) transfers, at
income in fair value and misc. Dec. 31, 1994
<S> <C> <C> <C> <C>
Participation directed:
Berger 100 Fund $ - (41,931) 188,973 1,008,213
Monetta Fund 1,114 (18,106) (13,326) 285,378
Janus Funds 373 (9,401) 10,905 873,425
Financial Industrial
Fund 22,283 (50,780) 17,673 624,317
USAA Income Fund 31,882 (54,833) (179,626) 435,820
Strong Government
Securities Fund 20,024 (31,249) (89,912) 330,413
Alex Brown Money Market
Fund 3,077 - 41,327 84,900
Participant Loans
Receivable 17,261 - (33,756) 283,450
Nonparticipant Directed
Company Managed Fund 59,987 (171,051) 269,929 2,374,494
Total Investment Funds 156,001 (377,351) 215,187 6,300,410
Profit Sharing
Contribution Receivable - - (292,802) 377,451
Miscellaneous Receivables - - 320 320
Cash and Cash Equivalents - - 77,295 114,053
Total Assets Available
for Benefits $ (23,547) 156,001 (377,351) 6,792,234
</TABLE>
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
Net assets Admin-
at Contri- Benefits istrative
Jan. 1, 1995 butions paid expenses
<S> <C> <C> <C> <C>
Participant directed:
Berger 100 Fund $ 1,008,213 177,558 (163,648) -
Monetta Fund 285,378 50,542 (83,197) -
Janus Funds 873,425 119,780 (173,883) -
Financial Industrial
Fund 624,317 79,089 (25,237) -
USAA Income Fund 435,820 59,615 (7,369) -
Strong Government
Securities Fund 330,413 141,905 (33,015) -
Alex Brown Money
Market Fund 84,900 90,550 (3,691) -
Warburg Pincus
International
Equity Fund - 12,903 (72) -
AIM Constellation Fund - 115,915 - -
AIM Value Fund - 88,360 - -
GAM International Fund - 67,515 - -
MAS Value Fund - 105,269 - -
Zebra Technologies
Corporation Common
Stock Fund - 25,122 - -
Participant Loans
Receivable 283,450 - (1,711) -
Nonparticipant Directed
Company Managed Fund 2,374,494 234,789 (231,426) (27,541)
Total Investment Funds 6,300,410 1,368,912 (723,249) (27,541)
Profit Sharing
Contribution Receivable 377,451 452,782 - -
Due from Participants - - - -
Miscellaneous Receivables 320 - - -
Cash and Cash Equivalents 114,053 - - -
Total Assets Available
for Benefits $ 6,792,234 1,821,694 (723,249) (27,541)
</TABLE>
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
Net
realized and
unrealized
appreciation Loans, Net assets
Investment (depreciation) transfers, at
income in fair value and misc. Dec. 31, 1995
<S> <C> <C> <C> <C>
Participant directed:
Berger 100 Fund $ - 204,058 (1,226,181) -
Monetta Fund - 83,292 (336,015) -
Janus Funds - 206,277 (1,025,599) -
Financial Industrial
Fund 10,000 91,552 (779,721) -
USAA Income Fund 22,684 48,383 (559,133) -
Strong Government
Securities Fund 33,783 61,362 903,421 1,437,869
Alex Brown Money
Market Fund 35,896 - 506,389 714,044
Warburg Pincus
International
equity fund 944 33,126 (46,901) -
AIM Constellation fund 48,535 (80,313) 1,477,943 1,562,080
AIM Value Fund 71,562 (67,122) 1,167,295 1,260,095
GAM International
Fund 49,654 (643) 1,026,800 1,143,326
MAS Value Fund 12,404 69,083 1,994,948 2,181,704
Zebra Technologies
Corporation Stock
Fund - 18,931 117,549 161,602
Paticipant Loans
Receivable 25,128 - 82,828 389,695
Nonparticipant
Directed Company
Managed Fund 69,220 481,124 (2,900,660) -
Total Investment
Fund 379,810 1,149,110 402,963 8,850,415
Profit Sharing
Contribution Receivable - - (377,451) 452,782
Due from Participants - - 18,114 18,114
Miscellaneous Receivables - - 1,799 2,119
Cash and Cash Equivalents - - (45,425) 68,628
Total Assets Available
for Benefits $ 379,810 1,149,110 - 9,392,058
</TABLE>
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
Net assets Admin-
at Contri- Benefits istrative
Jan. 1, 1996 butions paid expenses
<S> <C> <C> <C> <C>
Strong Government
Securities Fund $ 1,437,869 232,895 - -
Alex Brown Money
Market Fund 714,044 84,238 (4,874) -
AIM Constellation Fund 1,562,080 406,551 - -
AIM Value Fund 1,260,095 319,418 - -
GAM International Fund 1,143,326 205,920 - -
MAS Value Fund 2,181,704 309,415 - -
Zebra Technologies
Corporation Common
Stock Fund 161,602 48,778 - -
Participant Loans 389,695 - (48,700) -
Total Investment Funds 8,850,415 1,607,215 (53,574) -
Profit Sharing
Contribution Receivable 452,782 499,448 - -
Due from Participants 18,114 82,664 - -
Miscellaneous Receivables 2,119 - - -
Cash and Cash Equivalents 68,628 - (517,344) -
Total Assets Available
for Benefits $ 9,392,058 2,189,327 (570,918) -
</TABLE>
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
<TABLE>
Net
realized and
unrealized
appreciation Loans, Net assets
Investment (depreciation) transfers, at
income in fair value and misc. Dec. 31, 1996
<S> <C> <C> <C> <C>
Strong Government
Securities Fund $ 78,611 (41,388) (98,898) 1,609,089
Alex Brown Money Market
Fund 36,547 (48) (235,993) 593,914
AIM Constellation Fund 75,306 228,736 99,518 2,372,191
AIM Value Fund 87,985 138,084 27,562 1,833,144
GAM International Fund 5,720 111,812 45,587 1,512,365
MAS Value Fund 221,322 448,127 14,593 3,175,161
Zebra Technologies
Corporation Common
Stock Fund - (58,294) 13,105 165,191
Participant Loans 33,344 - 128,515 502,854
Total Investments
Funds 538,835 827,029 (6,011) 11,763,909
Profit Sharing
Contribution
Receivable - - (452,782) 499,448
Due from Participants - - (18,114) 82,664
Miscellaneous Receivables - - (2,119) -
Cash and Cash Equivalents 1,956 - 479,026 32,266
Total Assets Available
for Benefits 540,791 827,029 - 12,378,287
</TABLE>
<PAGE>
Schedule 1
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
Fair
Description Cost value
<S> <C> <C> <C>
Strong Government Securities Fund $ 1,647,454 1,609,089
Alex Brown Money Market Fund 593,914 593,914
AIM Constellation Fund 2,243,437 2,372,191
AIM Value Fund 1,765,067 1,833,144
GAM International Fund 1,402,097 1,512,365
MAS Value Fund 2,904,404 3,175,161
Zebra Technologies Corporation
Common Stock Fund 197,077 165,191
Participant Loans (interest rates
ranging from 5% to 12%) 502,854 502,854
Total assets held for investment purposes $ 11,256,304 11,763,909
</TABLE>
See accompanying independent auditors' report.
<PAGE>
Schedule 2
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Schedule of Reportable Transactions
Year ended December 31, 1996
<TABLE>
Description Purchase Selling Expenses incurred with trades
of security price price Purchases Sales Total
<S> <C> <C> <C> <C>
Strong Government
Securities Fund:
85 purchases $ 467,440 -
65 sales - 248,194
Alex Brown Money
Market Fund:
100 purchases 986,818 -
77 sales - 306,442
AIM Constellation
Fund:
101 purchases 954,234 -
66 sales - 336,012
AIM Value Fund:
101 purchases 718,920 -
64 sales - 255,774
GAM International Fund:
101 purchases 425,233 -
62 sales - 146,742
MAS Value Fund:
115 purchases 825,654 -
63 sales - 245,995
</TABLE>
See accompanying independent auditor's report.
<PAGE>
Schedule 2
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Schedule of Reportable Transactions
Year ended December 31, 1996
<TABLE>
Current
value of
asset on
Description Cost of transaction Net gain
of security security date (loss)
<S> <C> <C> <C> <C>
Strong Government
Securities Fund:
85 purchases 467,440 467,440 -
65 sales 257,855 248,194 (9,661)
Alex Brown Money Market Fund:
100 purchases 986,818 986,818 -
77 sales 306,490 306,442 (48)
AIM Constellation Fund:
101 purchases 954,234 954,234 -
66 sales 316,255 336,012 19,757
AIM Value Fund:
101 purchases 718,920 718,920 -
64 sales 252,940 255,774 2,834
GAM International Fund:
101 purchases 425,233 425,233 -
62 sales 149,307 146,742 (2,565)
MAS Value Fund:
115 purchases 825,654 825,654 -
63 sales 232,428 245,995 13,567
</TABLE>
See accompanying independent auditor's report.
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan's trustees have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
Zebra Technologies Corporation
Profit Sharing and Savings Plan
June 27, 1997 By: /s/ Edward Kaplan
Edward Kaplan
Plan Trustee
<PAGE>
