<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
For the year ended December 31, 1999
ZEBRA TECHNOLOGIES CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 36-2675536
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 CORPORATE WOODS PARKWAY, VERNON HILLS, IL 60061
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(Address of principal executive offices) (Zip Code)
(847) 634-6700
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(Registrant's telephone number, including area code)
<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, 1999 and 1998 and the related statements
of changes in net assets available for benefits for the years then ended.
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, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended 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
schedule 1 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
June 27, 2000
- 1 -
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
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<S> <C> <C>
ASSETS:
Investments, at fair value $ 27,945,668 $ 20,553,787
Receivables
Employer contributions 1,083,156 757,478
Employee contributions 45,222 101,240
------------------ -------------------
Total receivables 1,128,378 858,718
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Cash and cash equivalents 295 70,914
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NET ASSETS AVAILABLE FOR BENEFITS $ 29,074,341 $ 21,483,419
================== ===================
</TABLE>
See accompanying notes to financial statements.
- 2 -
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
-------------------- --------------------
<S> <C> <C>
Contributions:
Participant $ 2,328,060 $ 2,550,833
Employer matching 650,511 559,360
Employer profit sharing 1,071,348 757,479
-------------------- --------------------
Total contributions 4,049,919 3,867,672
-------------------- --------------------
Distributions:
Benefit payments 1,808,215 1,668,499
-------------------- --------------------
Total distributions 1,808,215 1,668,499
-------------------- --------------------
Earnings:
Interest income 83,760 84,735
Dividend income 1,565,262 1,315,843
Net appreciation in fair value of investments 3,700,196 491,909
-------------------- --------------------
5,349,218 1,892,487
-------------------- --------------------
Net increase 7,590,922 4,091,660
Net assets available for benefits:
Beginning of year 21,483,419 17,391,759
-------------------- --------------------
End of year $ 29,074,341 $ 21,483,419
==================== ====================
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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 1999
and 1998, the Company contributed approximately $1.1 million and
$757,000, respectively, under the profit sharing provision of the
Plan and approximately $651,000 and $559,000, respectively, under
the matching provision of the Plan.
NUMBER OF PARTICIPANTS
As of December 31, 1999, a total of 679 employees participated in
the Plan.
VESTING
Participant contributions, and earnings thereon, vest immediately.
Employer contributions, and earnings thereon, vest ratably over
five years, as follows:
<TABLE>
<CAPTION>
PERCENT
VESTED
------------
<S> <C>
Less than one year --%
One year 20
Two years 40
Three years 60
Four years 80
Five years or more 100
============
</TABLE>
PAYMENT OF BENEFITS
Payment of benefits are in the form of lump sum distributions.
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
circumstances as described in the Plan. Loans to plan participants
are secured by their vested balance and may not exceed the lesser
of 50% of their vested balance or $50,000.
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<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
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.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
accrual basis of accounting.
INVESTMENTS
The Plan adopted the American Institute of Certified Public
Accountants' Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and
Other Disclosure Matters (SOP 99-3) in 1999. Accordingly,
information previously required to be disclosed about
participant-directed fund investment programs is not presented in
the Plan's financial statements.
Shares of registered investment companies are valued at quoted
market prices which represent the net asset value of shares held
by the plan at year end. The Company's common stock is valued at
its quoted market price. Participant notes receivable are valued
at cost which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis. The cost of
investments is determined on an average cost basis.
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 changes in net assets during the reporting
period. Actual results could differ from those estimates. Payments
of benefits are recorded when paid.
(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, such expenses are paid by the Company. The Company paid
expenses in the amount of $31,547 and $31,801 for the years ended
December 31, 1999 and 1998, respectively.
(5) NET ASSETS AVAILABLE FOR PLAN BENEFITS
Amounts as presented in the accompanying financial statements will
differ from the amounts reported in Form 5500 due to benefits payable to
terminated and retired participants. Amounts to be paid from net assets
available for plan benefits to withdrawing participants totaling $23,487
and $80,681 at December 31, 1999 and 1998, respectively, will be
recorded as benefits payable on the Form 5500 but not on the
accompanying financial statements.
- 5 -
<PAGE>
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(6) INVESTMENTS
The following table presents the fair value of individual investments that
represent 5% or more of the Plan's net assets at December 31, 1999 and
1998:
<TABLE>
<CAPTION>
1999 1998
-------------- -------------
<S> <C> <C>
AIM Value Fund $ 5,181,265 3,483,017
Alex Brown Money Market Fund 2,689,035 2,136,055
GAM International Fund 2,057,296 2,117,894
MAS Value Fund 2,828,723 3,407,691
Putnam New Opportunities Fund 8,137,933 4,281,963
Strong Government Securities Fund 2,922,656 2,840,079
============== =============
</TABLE>
During 1999 and 1998, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
appreciated in value by $3,700,196 and $491,909,respectively, as
follows:
<TABLE>
<CAPTION>
1999 1998
-------------- ------------
<S> <C> <C>
Mutual Funds $ 3,212,047 525,684
The Company's common stock 488,149 (33,775)
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$ 3,700,196 491,909
============== ============
</TABLE>
(7) TRANSACTIONS WITH RELATED PARTIES
The Zebra Stock Fund at December 31, 1999 and 1998 included 14,788
shares and 13,194 shares, respectively, of common stock of the Company
with fair values of $865,098 and $379,337, respectively.
(8) SUBSEQUENT EVENT
The Company purchased Eltron International, Inc. during 1999. Effective
January 1, 2000 the plan assets of Eltron International, Inc.'s profit
sharing plan, totaling approximately $4.5 million, were merged into the
Plan.
- 6 -
<PAGE>
SCHEDULE 1
ZEBRA TECHNOLOGIES CORPORATION
PROFIT SHARING AND SAVINGS PLAN
SCHEDULE OF ASSETS FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
UNITS/NUMBER
OF SHARES FAIR VALUE
------------------ -------------------
DESCRIPTION
<S> <C> <C>
AIM Balance Fund 22,614 $ 739,252
AIM Value Fund 106,108 5,181,265
Alex. Brown Money Market Fund 2,689,035 2,689,035
Fidelity Low Priced Fund 32,770 741,922
GAM International Fund 64,371 2,057,296
MAS Value Fund 233,201 2,828,723
Putnam New Opportunities Fund 89,467 8,137,933
Strong Government Securities Fund 289,946 2,922,656
Vanguard Index 500 Fund 6,464 874,800
*Zebra Stock Fund 14,788 865,098
Participant loans, 7 3/4%-9%, maturing
January 2000 through September 2013 -- 907,688
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NET ASSETS HELD FOR INVESTMENT PURPOSES $ 27,945,668
===================
</TABLE>
*Denotes party in interest.
See accompanying independent auditors' report.
- 7 -
<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
July 12, 2000 By: /s/ Edward Kaplan
------------------
Edward Kaplan
Plan Trustee
