(Mark One)
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R
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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41-1838504
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1 Imation Way
Oakdale, Minnesota
(Address of principal executive offices)
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55128
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 per share
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New York Stock Exchange, Inc.;
Chicago Stock Exchange, Incorporated
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Preferred Stock Purchase Rights
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New York Stock Exchange, Inc.;
Chicago Stock Exchange, Incorporated
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Large accelerated filer
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o
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Accelerated filer
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R
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Non-accelerated filer
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o
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Smaller reporting company
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o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Business.
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Years Ended December 31,
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|||||||||||||||||||
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2012
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2011
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2010
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|||||||||||||||
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Revenue
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% of
Total
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Revenue
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% of
Total
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Revenue
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% of
Total
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|||||||||
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(Dollars in millions)
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|||||||||||||||||||
Traditional storage
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Optical products
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$
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426.8
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38.8
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%
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$
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511.9
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39.6
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%
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$
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619.3
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42.4
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%
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Magnetic products
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286.2
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26.0
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%
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327.4
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25.4
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%
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347.8
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23.8
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%
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Other traditional storage
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15.4
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1.4
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%
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47.7
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3.7
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%
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62.8
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4.3
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%
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Total traditional storage
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728.4
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66.2
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%
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887.0
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68.7
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%
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1,029.9
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70.5
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%
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Secure and scalable storage
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210.1
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19.1
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%
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210.1
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16.3
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%
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207.5
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14.2
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%
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Audio and video information
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161.1
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14.7
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%
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193.3
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15.0
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%
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223.5
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15.3
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%
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|||
Total
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$
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1,099.6
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$
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1,290.4
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$
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1,460.9
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Item 1A.
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Risk Factors.
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•
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incur more debt;
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•
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redeem or repurchase stock, pay dividends or make other distributions;
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•
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make certain investments;
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•
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enter into transactions with affiliates;
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•
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make unapproved acquisitions;
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•
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transfer or sell assets; and
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•
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make fundamental changes in our corporate existence and principal business.
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•
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actual or anticipated fluctuations in our operating results;
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•
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announcements of technological innovations by us or our competitors which may decrease the volume and profitability of sales of our existing products and increase the risk of inventory obsolescence;
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•
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new products introduced by us or our competitors;
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•
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periods of severe pricing pressures due to oversupply or price erosion resulting from competitive pressures or industry consolidation;
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•
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developments with respect to patents or proprietary rights;
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•
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conditions and trends in the consumer electronics and data storage industries;
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•
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contraction in our operating results or growth rates;
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•
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changes in financial estimates by securities analysts relating specifically to us or the industries in which we participate in general; and
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•
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macroeconomic conditions that affect the market generally.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Properties
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Facility
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Function
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Americas
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Oakdale, Minnesota (owned)
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Sales/Administrative/Laboratory facility/Corporate headquarters
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Thousand Oaks, California (leased)
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Sales/Assembly
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Campbell, California (leased)
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Sales/Distribution Center
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Europe
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Hoofddorp, Netherlands (leased)
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Sales/Administrative/European regional headquarters
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North Asia
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Tokyo, Japan (leased)
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Sales/Administrative/North Asia regional headquarters
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South Asia
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Kings Park, Australia (leased)
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Sales/Administrative/Distribution Center
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Singapore (leased)
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South Asia regional headquarters
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Item 3.
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Legal Proceedings.
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Item 4.
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Mine Safety Disclosures.
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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2012 Sales Prices
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2011 Sales Prices
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First quarter
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$
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6.42
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$
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5.67
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$
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12.36
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$
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9.81
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Second quarter
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$
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6.30
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$
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5.54
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$
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11.97
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$
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8.50
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Third quarter
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$
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5.98
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$
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5.40
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$
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9.98
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$
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6.64
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Fourth quarter
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$
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5.69
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$
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3.95
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$
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8.00
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$
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5.40
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(c)
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|||||
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Total Number of
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Maximum Number
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|||||
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(a)
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(b)
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Shares Purchased
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of Shares that May
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|||||
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Total Number
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Average
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as Part of Publicly
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Yet Be Purchased
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|||||
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of Shares
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Price Paid
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Announced Plans
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Under the Plan or
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|||||
Period
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Purchased
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per Share
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or Programs
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Programs
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|||||
October 1, 2012 - October 31, 2012
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—
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$
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—
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—
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4,159,830
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November 1, 2012 - November 30, 2012
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295,242
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4.12
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291,506
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3,868,324
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December 1, 2012 - December 31, 2012
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106,124
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4.37
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104,485
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3,763,839
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Total
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401,366
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$
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4.19
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395,991
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3,763,839
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(Total Return Index)
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12/31/2007
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12/31/2008
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12/31/2009
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12/31/2010
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12/31/2011
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12/31/2012
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|||||||
Imation Corp.
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$
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100.00
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65.00
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41.77
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49.38
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27.44
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22.37
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S&P Midcap 400 Index
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$
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100.00
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62.72
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84.67
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105.72
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102.44
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118.90
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ArcaEx Tech 100 Index
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$
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100.00
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|
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65.01
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93.01
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|
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115.52
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114.66
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137.47
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Item 6.
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Selected Financial Data.*
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2012
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2011
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2010
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2009
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2008
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||||||||||
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(Dollars in millions, except per share data)
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||||||||||||||||||
Statement of Operations Data:
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||||||
Net revenue
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$
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1,099.6
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$
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1,290.4
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$
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1,460.9
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$
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1,649.5
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$
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1,981.0
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Gross profit
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202.3
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|
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216.7
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226.4
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264.0
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338.8
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|||||
Selling, general and administrative
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210.7
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203.7
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202.5
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229.7
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287.6
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|||||
Research and development
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22.8
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21.0
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16.4
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20.4
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23.6
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|||||
Litigation settlement
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—
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2.0
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2.6
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49.0
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—
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|||||
Goodwill impairment
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23.3
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1.6
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23.5
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—
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32.4
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|||||
Intangible impairments
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260.5
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—
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—
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—
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—
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|||||
Restructuring and other
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21.1
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21.5
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51.1
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26.6
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|
28.9
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|
|||||
Operating loss
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(336.1
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)
|
|
(33.1
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)
|
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(69.7
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)
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(61.7
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)
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(33.7
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)
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|||||
Loss from continuing operations
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(340.7
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)
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(46.7
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)
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(158.3
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)
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(44.0
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)
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(37.8
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)
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|||||
Net loss
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(340.7
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)
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(46.7
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)
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(158.5
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)
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(42.2
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)
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(33.3
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)
|
|||||
Loss per common share from continuing operations:
|
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|
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|
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|
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||||||
Basic
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(9.09
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)
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(1.24
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)
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(4.19
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)
|
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(1.17
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)
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(1.01
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)
|
|||||
Diluted
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(9.09
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)
|
|
(1.24
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)
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(4.19
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)
|
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(1.17
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)
|
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(1.01
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)
|
|||||
Net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
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(9.09
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)
|
|
(1.24
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)
|
|
(4.19
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)
|
|
(1.13
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)
|
|
(0.89
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)
|
|||||
Diluted
|
(9.09
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)
|
|
(1.24
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)
|
|
(4.19
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)
|
|
(1.13
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)
|
|
(0.89
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)
|
|||||
Balance Sheet Data:
|
|
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|
||||||
Cash and cash equivalents
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$
|
108.7
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|
|
$
|
223.1
|
|
|
$
|
304.9
|
|
|
$
|
163.4
|
|
|
$
|
96.6
|
|
Accounts receivable, net
|
220.8
|
|
|
234.9
|
|
|
258.8
|
|
|
314.9
|
|
|
378.3
|
|
|||||
Inventories
|
166.0
|
|
|
208.8
|
|
|
203.3
|
|
|
235.7
|
|
|
363.2
|
|
|||||
Property, plant and equipment, net
|
58.9
|
|
|
55.4
|
|
|
66.9
|
|
|
109.8
|
|
|
122.4
|
|
|||||
Intangible assets, net
|
81.9
|
|
|
321.7
|
|
|
320.4
|
|
|
337.3
|
|
|
357.0
|
|
|||||
Total assets
|
793.5
|
|
|
1,149.3
|
|
|
1,251.0
|
|
|
1,393.8
|
|
|
1,540.0
|
|
|||||
Accounts payable
|
162.7
|
|
|
205.2
|
|
|
219.2
|
|
|
201.4
|
|
|
296.1
|
|
|||||
Long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
393.1
|
|
|
425.6
|
|
|
469.3
|
|
|
466.6
|
|
|
595.4
|
|
|||||
Total shareholders’ equity
|
400.4
|
|
|
723.7
|
|
|
781.7
|
|
|
927.2
|
|
|
944.6
|
|
|||||
Other Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current ratio
|
1.6
|
|
|
2.0
|
|
|
2.1
|
|
|
2.4
|
|
|
2.0
|
|
|||||
Days sales outstanding(1)
|
59
|
|
|
58
|
|
|
57
|
|
|
60
|
|
|
63
|
|
|||||
Days of inventory supply(1)
|
89
|
|
|
85
|
|
|
69
|
|
|
75
|
|
|
112
|
|
|||||
Return on average assets(2)
|
(35.5
|
)%
|
|
(3.9
|
)%
|
|
(11.8
|
)%
|
|
(3.1
|
)%
|
|
(2.4
|
)%
|
|||||
Return on average equity(2)
|
(60.6
|
)%
|
|
(6.2
|
)%
|
|
(18.0
|
)%
|
|
(4.8
|
)%
|
|
(3.7
|
)%
|
|||||
Dividends per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.56
|
|
Capital expenditures
|
$
|
10.2
|
|
|
$
|
7.3
|
|
|
$
|
8.3
|
|
|
$
|
11.0
|
|
|
$
|
13.6
|
|
Number of employees
|
1,230
|
|
|
1,130
|
|
|
1,115
|
|
|
1,210
|
|
|
1,570
|
|
(1)
|
These operational measures, which we regularly use, are provided to assist in the investor’s further understanding of our operations. Days sales outstanding is calculated using the count-back method, which calculates the number of days of most recent revenue that are reflected in the net accounts receivable balance. Days of inventory supply is calculated using the current period inventory balance divided by an estimate of the inventoriable portion of cost of goods sold expressed in days.
|
(2)
|
Return percentages are calculated using (loss) income from continuing operations.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Revenue of
$1,099.6 million
in
2012
was down 14.8 percent compared with revenue of
$1,290.4 million
in
2011
.
|
•
|
Gross margin of
18.4%
percent in
2012
was up from
16.8%
percent in
2011
.
|
•
|
Selling, general and administrative expense was
$210.7 million
in
2012
, up $7.0 million, compared with
$203.7 million
in
2011
.
|
•
|
Research and development expense was
$22.8 million
in
2012
, up $1.8 million, compared with
$21.0 million
in
2011
.
|
•
|
We recorded non-cash goodwill impairment charges of
$23.3 million
in
2012
and
$1.6 million
in
2011
and recorded non-cash intangible impairment charges of
$260.5 million
in
2012
.
|
•
|
Restructuring and other expense was
$21.1 million
in
2012
and
$21.5 million
in
2011
, from previously announced restructuring programs.
|
•
|
Other (income) expense was
$5.0 million
in
2012
, down $4.8 million, compared with
$9.8 million
in
2011
.
|
•
|
Operating loss was
$336.1 million
in
2012
compared with an operating loss of
$33.1 million
in
2011
.
|
•
|
The income tax benefit was
$0.4 million
in
2012
compared with an income tax provision of
$3.8 million
in
2011
.
|
•
|
Cash and cash equivalents totaled
$108.7 million
as of
December 31, 2012
compared with
$223.1 million
at
December 31, 2011
. The reduction was due mainly to the Nexsan acquisition.
|
•
|
Cash used in operating activities was
$8.5
million for the
twelve
months ended
December 31, 2012
compared with cash used in operating activities of $16.3 million for the twelve months ended December 31, 2011.
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Net revenue
|
|
$
|
1,099.6
|
|
|
$
|
1,290.4
|
|
|
$
|
1,460.9
|
|
|
(14.8
|
)%
|
|
(11.7
|
)%
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Gross profit
|
|
$
|
202.3
|
|
|
$
|
216.7
|
|
|
$
|
226.4
|
|
|
(6.6
|
)%
|
|
(4.3
|
)%
|
Gross margin
|
|
18.4
|
%
|
|
16.8
|
%
|
|
15.5
|
%
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Selling, general and administrative
|
|
$
|
210.7
|
|
|
$
|
203.7
|
|
|
$
|
202.5
|
|
|
3.4
|
%
|
|
0.6
|
%
|
As a percent of revenue
|
|
19.2
|
%
|
|
15.8
|
%
|
|
13.9
|
%
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Research and development
|
|
$
|
22.8
|
|
|
$
|
21.0
|
|
|
$
|
16.4
|
|
|
8.6
|
%
|
|
28.0
|
%
|
As a percent of revenue
|
|
2.1
|
%
|
|
1.6
|
%
|
|
1.1
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Goodwill impairment
|
$
|
23.3
|
|
|
$
|
1.6
|
|
|
$
|
23.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Restructuring
|
|
|
|
|
|
||||||
Severance and related
|
$
|
16.9
|
|
|
$
|
7.0
|
|
|
$
|
13.0
|
|
Lease termination costs
|
0.6
|
|
|
3.3
|
|
|
1.7
|
|
|||
Other
|
2.2
|
|
|
1.1
|
|
|
—
|
|
|||
Gain on sale of fixed assets held for sale
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|||
Total restructuring
|
$
|
19.0
|
|
|
$
|
11.4
|
|
|
$
|
14.7
|
|
Other
|
|
|
|
|
|
||||||
Contingent consideration fair value adjustment (Note 4)
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|||
Intangible asset abandonment (Note 6)
|
1.9
|
|
|
—
|
|
|
—
|
|
|||
Acquisition and integration related costs
|
3.7
|
|
|
2.6
|
|
|
—
|
|
|||
Pension settlement/curtailment (Note 9)
|
2.4
|
|
|
2.5
|
|
|
2.8
|
|
|||
Asset disposals
|
—
|
|
|
7.0
|
|
|
—
|
|
|||
Asset impairments
|
—
|
|
|
—
|
|
|
31.2
|
|
|||
Other
|
2.7
|
|
|
(2.0
|
)
|
|
2.4
|
|
|||
Total
|
$
|
21.1
|
|
|
$
|
21.5
|
|
|
$
|
51.1
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
|||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
|||||||
|
|
(In millions)
|
|
|
|
|
|||||||||||
Operating loss
|
|
$
|
(336.1
|
)
|
|
$
|
(33.1
|
)
|
|
$
|
(69.7
|
)
|
|
NM
|
|
(52.5
|
)%
|
As a percent of revenue
|
|
(30.6
|
)%
|
|
(2.6
|
)%
|
|
(4.8
|
)%
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Interest income
|
|
$
|
(0.5
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(0.8
|
)
|
|
(44.4
|
)%
|
|
12.5
|
%
|
Interest expense
|
|
2.9
|
|
|
3.7
|
|
|
4.2
|
|
|
(21.6
|
)%
|
|
(11.9
|
)%
|
|||
Other, net
|
|
2.6
|
|
|
7.0
|
|
|
3.3
|
|
|
(62.9
|
)%
|
|
112.1
|
%
|
|||
Total
|
|
$
|
5.0
|
|
|
$
|
9.8
|
|
|
$
|
6.7
|
|
|
(49.0
|
)%
|
|
46.3
|
%
|
As a percent of revenue
|
|
0.5
|
%
|
|
0.8
|
%
|
|
0.5
|
%
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In millions)
|
||||||||||
Income tax provision (benefit)
|
|
$
|
(0.4
|
)
|
|
$
|
3.8
|
|
|
$
|
81.9
|
|
Effective tax rate
|
|
NM
|
|
|
NM
|
|
|
NM
|
|
•
|
Our Americas segment includes North America, Central America and South America.
|
•
|
Our Europe segment includes Europe and parts of Africa.
|
•
|
Our North Asia segment includes Japan, China, Hong Kong, Korea and Taiwan.
|
•
|
Our South Asia segment includes Australia, Singapore, India, the Middle East and parts of Africa
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Net revenue
|
|
$
|
504.7
|
|
|
$
|
595.9
|
|
|
$
|
712.9
|
|
|
(15.3
|
)%
|
|
(16.4
|
)%
|
Operating income
|
|
2.9
|
|
|
8.4
|
|
|
36.8
|
|
|
(65.5
|
)%
|
|
(77.2
|
)%
|
|||
As a percent of revenue
|
|
0.6
|
%
|
|
1.4
|
%
|
|
5.2
|
%
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Net revenue
|
|
$
|
208.8
|
|
|
$
|
248.0
|
|
|
$
|
289.8
|
|
|
(15.8
|
)%
|
|
(14.4
|
)%
|
Operating (loss) income
|
|
(3.9
|
)
|
|
10.3
|
|
|
(0.6
|
)
|
|
(137.9
|
)%
|
|
NM
|
|
|||
As a percent of revenue
|
|
(1.9
|
)%
|
|
4.2
|
%
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Net revenue
|
|
$
|
272.5
|
|
|
$
|
307.2
|
|
|
$
|
315.2
|
|
|
(11.3
|
)%
|
|
(2.5
|
)%
|
Operating income
|
|
5.9
|
|
|
12.5
|
|
|
14.9
|
|
|
(52.8
|
)%
|
|
(16.1
|
)%
|
|||
As a percent of revenue
|
|
2.2
|
%
|
|
4.1
|
%
|
|
4.7
|
%
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
|
|
(In millions)
|
|
|
|
|
||||||||||||
Net revenue
|
|
$
|
113.6
|
|
|
$
|
139.3
|
|
|
$
|
143.0
|
|
|
(18.4
|
)%
|
|
(2.6
|
)%
|
Operating income
|
|
0.6
|
|
|
4.0
|
|
|
4.0
|
|
|
(85.0
|
)%
|
|
—
|
%
|
|||
As a percent of revenue
|
|
0.5
|
%
|
|
2.9
|
%
|
|
2.8
|
%
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Percent Change
|
|||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
|||||||
|
|
(In millions)
|
|
|
|
|
|||||||||||
Operating loss
|
|
$
|
(341.6
|
)
|
|
$
|
(68.3
|
)
|
|
$
|
(124.8
|
)
|
|
NM
|
|
(45.3
|
)%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In millions)
|
||||||||||
Net loss
|
|
$
|
(340.7
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(158.5
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
|
333.5
|
|
|
73.9
|
|
|
185.4
|
|
|||
Changes in operating assets and liabilities
|
|
(1.3
|
)
|
|
(43.5
|
)
|
|
124.5
|
|
|||
Net cash used in operating activities
|
|
$
|
(8.5
|
)
|
|
$
|
(16.3
|
)
|
|
$
|
151.4
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In millions)
|
||||||||||
Capital expenditures
|
|
$
|
(10.2
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
(8.3
|
)
|
Acquisitions, net of cash acquired
|
|
(103.8
|
)
|
|
(47.0
|
)
|
|
—
|
|
|||
Proceeds from sale of assets
|
|
1.4
|
|
|
—
|
|
|
0.2
|
|
|||
Purchase of tradename
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|||
Recovery of investments
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|||
License agreement
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||
Net cash used in investing activities
|
|
$
|
(115.7
|
)
|
|
$
|
(54.3
|
)
|
|
$
|
(13.1
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In millions)
|
||||||||||
Purchase of treasury stock
|
|
$
|
(6.5
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
—
|
|
Debt issuance costs
|
|
(2.4
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||
Debt borrowings
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|||
Debt repayments
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|||
Contingent consideration payments
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|||
Exercise of stock options
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|||
Net cash used in financing activities
|
|
$
|
9.9
|
|
|
$
|
(9.1
|
)
|
|
$
|
(1.0
|
)
|
•
|
up to
85 percent
of eligible accounts receivable; plus
|
•
|
up to the lesser of
65 percent
of eligible inventory or
85 percent
of the appraised net orderly liquidation value of eligible inventory; plus
|
•
|
up to
60 percent
of the appraised fair market value of eligible real estate (the Original Real Estate Value), such Original Real Estate Value to be reduced each calendar month by
1/120th
, provided, that the Original Real Estate Value shall not exceed
$40 million
; plus
|
•
|
such other classes of collateral as may be mutually agreed upon and at advance rates as may be determined by the Agent; minus
|
•
|
such reserves as the Agent may establish in good faith.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Operating lease obligations
|
$
|
18.8
|
|
|
$
|
8.0
|
|
|
$
|
7.0
|
|
|
$
|
2.2
|
|
|
$
|
1.6
|
|
Purchase obligations(1)
|
168.8
|
|
|
162.8
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
|||||
Short-term debt
|
20.0
|
|
|
20.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities(2)
|
23.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.8
|
|
|||||
Total
|
$
|
231.4
|
|
|
$
|
190.8
|
|
|
$
|
13.0
|
|
|
$
|
2.2
|
|
|
$
|
25.4
|
|
(1)
|
The majority of the purchase obligations consist of 90-day rolling estimates. In most cases, we provide suppliers with a three to six month rolling forecast of our demand. The forecasted amounts are generally not binding on us. However, it may take up to 60 days from the purchase order issuance to receipt, depending on supplier and inbound lead time. Effective December 8, 2009, we began an agreement with a third party to outsource certain aspects of our information technology support. While the agreement is cancelable at any time with certain cash penalties, our obligation through the expected termination date of December 2016 is included above.
|
(2)
|
Timing of payments for the vast majority of other liabilities cannot be reasonably determined and, as such, have been included in the “More Than 5 Years” category. This amount includes $4.1 million of reserves for uncertain tax positions including accrued interest and penalties.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In millions, except per share amounts)
|
||||||||||
Net revenue
|
|
$
|
1,099.6
|
|
|
$
|
1,290.4
|
|
|
$
|
1,460.9
|
|
Cost of goods sold
|
|
897.3
|
|
|
1,073.7
|
|
|
1,234.5
|
|
|||
Gross profit
|
|
202.3
|
|
|
216.7
|
|
|
226.4
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
210.7
|
|
|
203.7
|
|
|
202.5
|
|
|||
Research and development
|
|
22.8
|
|
|
21.0
|
|
|
16.4
|
|
|||
Intangible impairments
|
|
260.5
|
|
|
—
|
|
|
—
|
|
|||
Litigation settlement
|
|
—
|
|
|
2.0
|
|
|
2.6
|
|
|||
Goodwill impairment
|
|
23.3
|
|
|
1.6
|
|
|
23.5
|
|
|||
Restructuring and other
|
|
21.1
|
|
|
21.5
|
|
|
51.1
|
|
|||
Total
|
|
538.4
|
|
|
249.8
|
|
|
296.1
|
|
|||
Operating loss
|
|
(336.1
|
)
|
|
(33.1
|
)
|
|
(69.7
|
)
|
|||
Other (income) expense
|
|
|
|
|
|
|
||||||
Interest income
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|
(0.8
|
)
|
|||
Interest expense
|
|
2.9
|
|
|
3.7
|
|
|
4.2
|
|
|||
Other expense, net
|
|
2.6
|
|
|
7.0
|
|
|
3.3
|
|
|||
Total
|
|
5.0
|
|
|
9.8
|
|
|
6.7
|
|
|||
Loss from continuing operations before income taxes
|
|
(341.1
|
)
|
|
(42.9
|
)
|
|
(76.4
|
)
|
|||
Income tax (benefit) provision
|
|
(0.4
|
)
|
|
3.8
|
|
|
81.9
|
|
|||
Loss from continuing operations
|
|
(340.7
|
)
|
|
(46.7
|
)
|
|
(158.3
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Net loss
|
|
$
|
(340.7
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(158.5
|
)
|
Loss per common share — basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(9.09
|
)
|
|
$
|
(1.24
|
)
|
|
$
|
(4.19
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net loss
|
|
(9.09
|
)
|
|
(1.24
|
)
|
|
(4.19
|
)
|
|||
Loss per common share — diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(9.09
|
)
|
|
$
|
(1.24
|
)
|
|
$
|
(4.19
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net loss
|
|
(9.09
|
)
|
|
(1.24
|
)
|
|
(4.19
|
)
|
|||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
37.5
|
|
|
37.7
|
|
|
37.8
|
|
|||
Diluted
|
|
37.5
|
|
|
37.7
|
|
|
37.8
|
|
|||
Cash dividend paid per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In millions)
|
||||||||||
Net loss
|
|
$
|
(340.7
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(158.5
|
)
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Net unrealized gains on derivative financial instruments:
|
|
|
|
|
|
|
||||||
Net holding (losses) gains arising during the period
|
|
3.1
|
|
|
0.2
|
|
|
0.6
|
|
|||
Reclassification adjustment for net realized (gains) losses included in net loss
|
|
(2.0
|
)
|
|
0.6
|
|
|
—
|
|
|||
Total net unrealized gains on derivative financial instruments
|
|
1.1
|
|
|
0.8
|
|
|
0.6
|
|
|||
|
|
|
|
|
|
|
||||||
Net pension adjustments:
|
|
|
|
|
|
|
||||||
Reclassification of adjustments for defined benefit plans recorded in net loss
|
|
(1.0
|
)
|
|
(12.7
|
)
|
|
4.6
|
|
|||
|
|
|
|
|
|
|
||||||
Unrealized foreign currency translation (losses) gains
|
|
(1.7
|
)
|
|
—
|
|
|
3.0
|
|
|||
|
|
|
|
|
|
|
||||||
Total other comprehensive (loss) income, net of tax
|
|
(1.6
|
)
|
|
(11.9
|
)
|
|
8.2
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive loss
|
|
$
|
(342.3
|
)
|
|
$
|
(58.6
|
)
|
|
$
|
(150.3
|
)
|
|
|
As of December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
(In millions, except per
|
||||||
|
|
share amounts)
|
||||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
108.7
|
|
|
$
|
223.1
|
|
Accounts receivable, net
|
|
220.8
|
|
|
234.9
|
|
||
Inventories
|
|
166.0
|
|
|
208.8
|
|
||
Other current assets
|
|
61.6
|
|
|
49.7
|
|
||
Total current assets
|
|
557.1
|
|
|
716.5
|
|
||
Property, plant and equipment, net
|
|
58.9
|
|
|
55.4
|
|
||
Intangible assets, net
|
|
81.9
|
|
|
321.7
|
|
||
Goodwill
|
|
73.5
|
|
|
31.3
|
|
||
Other assets
|
|
22.1
|
|
|
24.4
|
|
||
Total assets
|
|
$
|
793.5
|
|
|
$
|
1,149.3
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
162.7
|
|
|
$
|
205.2
|
|
Short-term debt
|
|
20.0
|
|
|
—
|
|
||
Other current liabilities
|
|
158.4
|
|
|
151.2
|
|
||
Total current liabilities
|
|
341.1
|
|
|
356.4
|
|
||
Other liabilities
|
|
52.0
|
|
|
69.2
|
|
||
Total liabilities
|
|
393.1
|
|
|
425.6
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Preferred stock, $.01 par value, authorized 25 million shares, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, authorized 100 million shares, 42.9 million issued
|
|
0.4
|
|
|
0.4
|
|
||
Additional paid-in capital
|
|
1,052.6
|
|
|
1,107.8
|
|
||
Retained deficit
|
|
(540.8
|
)
|
|
(200.1
|
)
|
||
Accumulated other comprehensive loss
|
|
(74.2
|
)
|
|
(72.6
|
)
|
||
Treasury stock, at cost
|
|
(37.6
|
)
|
|
(111.8
|
)
|
||
Total shareholders’ equity
|
|
400.4
|
|
|
723.7
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
793.5
|
|
|
$
|
1,149.3
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
(Deficit)
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Shareholders’
Equity
|
||||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||||||
Balance as of December 31, 2009
|
$
|
0.4
|
|
|
$
|
1,112.3
|
|
|
$
|
5.1
|
|
|
$
|
(68.9
|
)
|
|
$
|
(121.7
|
)
|
|
$
|
927.2
|
|
Net loss
|
|
|
|
|
|
|
(158.5
|
)
|
|
|
|
|
|
|
|
(158.5
|
)
|
||||||
Restricted stock grants and other
|
|
|
|
(7.3
|
)
|
|
|
|
|
|
|
|
9.9
|
|
|
2.6
|
|
||||||
401(k) matching contribution
|
|
|
|
(1.9
|
)
|
|
|
|
|
|
|
|
3.6
|
|
|
1.7
|
|
||||||
Stock-based compensation related to options
|
|
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
|
3.8
|
|
||||||
Share-based payment modification
|
|
|
0.8
|
|
|
|
|
|
|
|
|
0.8
|
|
||||||||||
Tax impact of stock-based compensation
|
|
|
(4.1
|
)
|
|
|
|
|
|
|
|
(4.1
|
)
|
||||||||||
Net change in cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
3.0
|
|
|
|
|
|
3.0
|
|
||||||
Pension adjustments, net of tax
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.6
|
|
||||||
Cash flow hedging, net of tax
|
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
0.6
|
|
||||||
Balance as of December 31, 2010
|
$
|
0.4
|
|
|
$
|
1,103.6
|
|
|
$
|
(153.4
|
)
|
|
$
|
(60.7
|
)
|
|
$
|
(108.2
|
)
|
|
$
|
781.7
|
|
Net loss
|
|
|
|
|
|
|
(46.7
|
)
|
|
|
|
|
|
|
|
(46.7
|
)
|
||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
(9.7
|
)
|
|
(9.7
|
)
|
||||||||||
Restricted stock grants and other
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
3.4
|
|
|
4.1
|
|
||||||
401(k) matching contribution
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
2.7
|
|
|
2.1
|
|
||||||
Stock-based compensation related to options
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
||||||
Pension adjustments, net of tax
|
|
|
|
|
|
|
|
|
|
(12.7
|
)
|
|
|
|
|
(12.7
|
)
|
||||||
Cash flow hedging, net of tax
|
|
|
|
|
|
|
|
|
|
0.8
|
|
|
|
|
|
0.8
|
|
||||||
Balance as of December 31, 2011
|
$
|
0.4
|
|
|
$
|
1,107.8
|
|
|
$
|
(200.1
|
)
|
|
$
|
(72.6
|
)
|
|
$
|
(111.8
|
)
|
|
$
|
723.7
|
|
Net loss
|
|
|
|
|
(340.7
|
)
|
|
|
|
|
|
(340.7
|
)
|
||||||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
(6.5
|
)
|
|
(6.5
|
)
|
||||||||||
Restricted stock grants and other
|
|
|
(1.0
|
)
|
|
|
|
|
|
4.4
|
|
|
3.4
|
|
|||||||||
401(k) matching contribution
|
|
|
(1.0
|
)
|
|
|
|
|
|
4.0
|
|
|
3.0
|
|
|||||||||
Stock-based compensation related to options
|
|
|
3.6
|
|
|
|
|
|
|
|
|
3.6
|
|
||||||||||
Net change in cumulative translation adjustment
|
|
|
|
|
|
|
(1.7
|
)
|
|
|
|
(1.7
|
)
|
||||||||||
Pension adjustments, net of tax
|
|
|
|
|
|
|
(1.0
|
)
|
|
|
|
(1.0
|
)
|
||||||||||
Cash flow hedging, net of tax
|
|
|
|
|
|
|
1.1
|
|
|
|
|
1.1
|
|
||||||||||
Issuance of treasury stock for acquisition
|
|
|
(56.8
|
)
|
|
|
|
|
|
72.3
|
|
|
15.5
|
|
|||||||||
Balance as of December 31, 2012
|
$
|
0.4
|
|
|
$
|
1,052.6
|
|
|
$
|
(540.8
|
)
|
|
$
|
(74.2
|
)
|
|
$
|
(37.6
|
)
|
|
$
|
400.4
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
(In millions)
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(340.7
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(158.5
|
)
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
35.8
|
|
|
36.7
|
|
|
41.8
|
|
|||
Stock-based compensation
|
|
7.3
|
|
|
7.5
|
|
|
6.9
|
|
|||
Deferred income taxes and valuation allowance
|
|
5.7
|
|
|
(2.9
|
)
|
|
57.0
|
|
|||
Goodwill, intangible and other asset impairments
|
|
285.7
|
|
|
8.6
|
|
|
54.7
|
|
|||
Inventory write-offs
|
|
2.3
|
|
|
9.1
|
|
|
14.2
|
|
|||
Pension settlement
|
|
2.4
|
|
|
3.1
|
|
|
2.8
|
|
|||
Changes in fair value of contingent consideration
|
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
2.9
|
|
|
11.8
|
|
|
8.0
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
23.7
|
|
|
28.0
|
|
|
59.7
|
|
|||
Inventories
|
|
45.8
|
|
|
(12.2
|
)
|
|
16.1
|
|
|||
Other assets
|
|
(9.1
|
)
|
|
1.3
|
|
|
53.7
|
|
|||
Accounts payable
|
|
(44.0
|
)
|
|
(17.7
|
)
|
|
13.6
|
|
|||
Accrued payroll and other liabilities
|
|
(17.7
|
)
|
|
(47.1
|
)
|
|
(19.8
|
)
|
|||
Restricted cash
|
|
—
|
|
|
4.2
|
|
|
1.2
|
|
|||
Net cash used in operating activities
|
|
(8.5
|
)
|
|
(16.3
|
)
|
|
151.4
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(10.2
|
)
|
|
(7.3
|
)
|
|
(8.3
|
)
|
|||
Acquisitions, net of cash acquired
|
|
(103.8
|
)
|
|
(47.0
|
)
|
|
—
|
|
|||
Proceeds from sale of assets
|
|
1.4
|
|
|
—
|
|
|
0.2
|
|
|||
Purchase of tradename
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|||
Recovery of investments
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|||
License agreement
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||
Net cash used in investing activities
|
|
(115.7
|
)
|
|
(54.3
|
)
|
|
(13.1
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Purchase of treasury stock
|
|
(6.5
|
)
|
|
(9.7
|
)
|
|
—
|
|
|||
Debt issuance costs
|
|
(2.4
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||
Debt borrowings
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|||
Debt repayments
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|||
Contingent consideration payments
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|||
Exercise of stock options
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
9.9
|
|
|
(9.1
|
)
|
|
(1.0
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(0.1
|
)
|
|
(2.1
|
)
|
|
4.2
|
|
|||
Net change in cash and cash equivalents
|
|
(114.4
|
)
|
|
(81.8
|
)
|
|
141.5
|
|
|||
Cash and cash equivalents — beginning of period
|
|
223.1
|
|
|
304.9
|
|
|
163.4
|
|
|||
Cash and cash equivalents — end of period
|
|
$
|
108.7
|
|
|
$
|
223.1
|
|
|
$
|
304.9
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(340.7
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(158.3
|
)
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Net loss
|
$
|
(340.7
|
)
|
|
$
|
(46.7
|
)
|
|
$
|
(158.5
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding during the period
|
37.5
|
|
|
37.7
|
|
|
37.8
|
|
|||
Dilutive effect of stock-based compensation plans
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of diluted shares outstanding during the period
|
37.5
|
|
|
37.7
|
|
|
37.8
|
|
|||
|
|
|
|
|
|
||||||
Basic loss per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(9.09
|
)
|
|
$
|
(1.24
|
)
|
|
$
|
(4.19
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net loss
|
(9.09
|
)
|
|
(1.24
|
)
|
|
(4.19
|
)
|
|||
Diluted loss per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(9.09
|
)
|
|
$
|
(1.24
|
)
|
|
$
|
(4.19
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Net loss
|
(9.09
|
)
|
|
(1.24
|
)
|
|
(4.19
|
)
|
|||
Anti-dilutive shares excluded from calculation
|
6.3
|
|
|
5.4
|
|
|
4.9
|
|
|
Amount
|
||
|
(In millions)
|
||
Cash
|
$
|
0.8
|
|
Accounts receivable
|
14.6
|
|
|
Inventory
|
6.9
|
|
|
Prepaid and other
|
9.0
|
|
|
Property, plant and equipment
|
5.2
|
|
|
Intangible assets
|
42.6
|
|
|
Goodwill
|
65.5
|
|
|
Other assets
|
0.6
|
|
|
Accounts payable
|
(5.3
|
)
|
|
Accrued expenses
|
(10.0
|
)
|
|
Deferred revenue - current
|
(4.3
|
)
|
|
Deferred revenue - non-current
|
(2.5
|
)
|
|
Other long-term liabilities
|
(3.0
|
)
|
|
|
$
|
120.1
|
|
|
|
|
Weighted
|
||
|
|
|
Average
|
||
|
Amount
|
|
Life
|
||
|
(In millions)
|
|
|
||
Trade names
|
$
|
3.1
|
|
|
5 years
|
Other - developed technology
|
19.4
|
|
|
3-7 years
|
|
Other - research and development technology
|
1.7
|
|
|
NA
|
|
Customer relationships
|
18.4
|
|
|
12 years
|
|
|
$
|
42.6
|
|
|
|
|
Amount
|
||
|
(In millions)
|
||
Accounts receivable and other assets
|
$
|
3.5
|
|
Inventories
|
2.1
|
|
|
Intangible assets
|
7.8
|
|
|
Goodwill
|
9.4
|
|
|
Accounts payable and other liabilities
|
(3.8
|
)
|
|
|
$
|
19.0
|
|
|
|
|
Weighted
|
||
|
|
|
Average
|
||
|
Amount
|
|
Life
|
||
|
(In millions)
|
|
|
||
Tradename
|
$
|
0.8
|
|
|
2 years
|
License
|
1.9
|
|
|
7 years
|
|
Customer relationships
|
0.4
|
|
|
7 years
|
|
Distributor relationships
|
0.9
|
|
|
9 years
|
|
Proprietary technology
|
3.8
|
|
|
4 years
|
|
|
$
|
7.8
|
|
|
|
|
Amount
|
||
|
(In millions)
|
||
Accounts receivable and other assets
|
$
|
0.8
|
|
Inventories
|
1.1
|
|
|
Intangible assets
|
10.6
|
|
|
Goodwill
|
21.9
|
|
|
Accounts payable and other liabilities
|
(0.7
|
)
|
|
|
$
|
33.7
|
|
|
|
|
Weighted
|
||
|
|
|
Average
|
||
|
Amount
|
|
Life
|
||
|
(In millions)
|
|
|
||
Trademark
|
$
|
0.7
|
|
|
10 years
|
Supply agreement
|
1.4
|
|
|
3 years
|
|
Customer relationships
|
1.0
|
|
|
8 years
|
|
Proprietary technology
|
7.5
|
|
|
6 years
|
|
|
$
|
10.6
|
|
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Inventories
|
|
|
|
||||
Finished goods
|
$
|
146.9
|
|
|
$
|
186.7
|
|
Work in process
|
6.4
|
|
|
13.5
|
|
||
Raw materials and supplies
|
12.7
|
|
|
8.6
|
|
||
Total inventories
|
$
|
166.0
|
|
|
$
|
208.8
|
|
Other Current Assets
|
|
|
|
||||
Non-trade receivables
|
$
|
15.1
|
|
|
$
|
4.3
|
|
Deferred income taxes (Note 10)
|
4.7
|
|
|
6.1
|
|
||
Prepaid expenses
|
5.4
|
|
|
6.1
|
|
||
Hedging asset (Note 12)
|
5.5
|
|
|
3.4
|
|
||
Assets held for sale (Note 7)
|
2.5
|
|
|
3.3
|
|
||
Restricted cash
(1)
|
7.5
|
|
|
2.2
|
|
||
Other
|
20.9
|
|
|
24.3
|
|
||
Total other current assets
|
$
|
61.6
|
|
|
$
|
49.7
|
|
Property, Plant and Equipment
|
|
|
|
||||
Land
|
$
|
1.2
|
|
|
$
|
1.2
|
|
Buildings and leasehold improvements
|
95.0
|
|
|
92.6
|
|
||
Machinery and equipment
|
124.8
|
|
|
146.1
|
|
||
Construction in progress
|
1.6
|
|
|
1.5
|
|
||
Total
|
222.6
|
|
|
241.4
|
|
||
Less accumulated depreciation
|
(163.7
|
)
|
|
(186.0
|
)
|
||
Property, plant and equipment, net
|
$
|
58.9
|
|
|
$
|
55.4
|
|
Other Assets
|
|
|
|
||||
Deferred income taxes (Note 10)
|
$
|
9.3
|
|
|
$
|
15.8
|
|
Pension assets (Note 9)
|
6.6
|
|
|
5.1
|
|
||
Credit facility fees (Note 11)
|
2.3
|
|
|
0.3
|
|
||
Other
|
3.9
|
|
|
3.2
|
|
||
Total other assets
|
$
|
22.1
|
|
|
$
|
24.4
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Other Current Liabilities
|
|
|
|
||||
Rebates
|
$
|
44.8
|
|
|
$
|
45.2
|
|
Accrued copyright levies
|
27.7
|
|
|
19.7
|
|
||
Employee separation costs (Note 7)
|
16.7
|
|
|
5.9
|
|
||
Litigation settlement — current
|
—
|
|
|
18.0
|
|
||
Accrued payroll
|
11.4
|
|
|
13.2
|
|
||
Accrued royalties
|
7.5
|
|
|
10.7
|
|
||
Deferred revenue
|
6.9
|
|
|
2.3
|
|
||
Hedging liability (Note 12)
|
1.3
|
|
|
1.4
|
|
||
Deferred income taxes (Note 10)
|
0.3
|
|
|
0.7
|
|
||
Other
|
41.8
|
|
|
34.1
|
|
||
Total other current liabilities
|
$
|
158.4
|
|
|
$
|
151.2
|
|
Other Liabilities
|
|
|
|
||||
Pension liabilities
|
$
|
28.1
|
|
|
$
|
29.3
|
|
Uncertain tax positions
|
4.3
|
|
|
17.6
|
|
||
Deferred revenue
|
2.5
|
|
|
—
|
|
||
Deferred income taxes (Note 10)
|
2.1
|
|
|
0.1
|
|
||
Other
|
15.0
|
|
|
22.2
|
|
||
Total other liabilities
|
$
|
52.0
|
|
|
$
|
69.2
|
|
|
Accounts
|
||
|
Receivable*
|
||
|
(In millions)
|
||
Reserves and Allowances
|
|
||
Balance, as of December 31, 2009
|
$
|
28.6
|
|
Additions
|
9.0
|
|
|
Write-offs, net of recoveries
|
(17.0
|
)
|
|
Balance, as of December 31, 2010
|
$
|
20.6
|
|
Additions
|
10.5
|
|
|
Write-offs, net of recoveries
|
(12.7
|
)
|
|
Balance, as of December 31, 2011
|
$
|
18.4
|
|
Additions
|
10.3
|
|
|
Write-offs, net of recoveries
|
(10.7
|
)
|
|
Balance, as of December 31, 2012
|
$
|
18.0
|
|
|
Trade Names
|
|
Software
|
|
Customer Relationships
|
|
Other
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
37.7
|
|
|
$
|
58.4
|
|
|
$
|
21.2
|
|
|
$
|
26.8
|
|
|
$
|
144.1
|
|
Accumulated amortization
|
(6.0
|
)
|
|
(52.0
|
)
|
|
(1.0
|
)
|
|
(3.2
|
)
|
|
(62.2
|
)
|
|||||
Intangible assets, net
|
$
|
31.7
|
|
|
$
|
6.4
|
|
|
$
|
20.2
|
|
|
$
|
23.6
|
|
|
$
|
81.9
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost
|
$
|
347.1
|
|
|
$
|
57.9
|
|
|
$
|
61.5
|
|
|
$
|
13.9
|
|
|
$
|
480.4
|
|
Accumulated amortization
|
(57.5
|
)
|
|
(51.1
|
)
|
|
(45.5
|
)
|
|
(4.6
|
)
|
|
(158.7
|
)
|
|||||
Intangible assets, net
|
$
|
289.6
|
|
|
$
|
6.8
|
|
|
$
|
16.0
|
|
|
$
|
9.3
|
|
|
$
|
321.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Amortization expense
|
$
|
27.5
|
|
|
$
|
26.0
|
|
|
$
|
23.6
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Amortization expense
|
$
|
14.1
|
|
|
$
|
12.7
|
|
|
$
|
11.2
|
|
|
$
|
9.2
|
|
|
$
|
8.2
|
|
|
Americas
|
|
Europe
|
|
North Asia
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Balance as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill
|
$
|
102.9
|
|
|
$
|
39.2
|
|
|
$
|
10.2
|
|
|
$
|
152.3
|
|
Accumulated impairment losses
|
(102.9
|
)
|
|
(39.2
|
)
|
|
(10.2
|
)
|
|
(152.3
|
)
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Encryptx acquisition
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
||||
MXI Security acquisition
|
21.9
|
|
|
—
|
|
|
—
|
|
|
21.9
|
|
||||
IronKey acquisition
|
9.4
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
||||
Goodwill impairment
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
||||
Balance as of December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill
|
135.8
|
|
|
39.2
|
|
|
10.2
|
|
|
185.2
|
|
||||
Accumulated impairment losses
|
(104.5
|
)
|
|
(39.2
|
)
|
|
(10.2
|
)
|
|
(153.9
|
)
|
||||
|
31.3
|
|
|
—
|
|
|
—
|
|
|
31.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Nexsan acquisition
|
65.5
|
|
|
—
|
|
|
—
|
|
|
65.5
|
|
||||
Goodwill impairment
|
(23.3
|
)
|
|
—
|
|
|
—
|
|
|
(23.3
|
)
|
||||
Balance as of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill
|
201.3
|
|
|
39.2
|
|
|
10.2
|
|
|
250.7
|
|
||||
Accumulated impairment losses
|
(127.8
|
)
|
|
(39.2
|
)
|
|
(10.2
|
)
|
|
(177.2
|
)
|
||||
|
$
|
73.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Restructuring
|
|
|
|
|
|
||||||
Severance and related
|
$
|
16.9
|
|
|
$
|
7.0
|
|
|
$
|
13.0
|
|
Lease termination costs
|
0.6
|
|
|
3.3
|
|
|
1.7
|
|
|||
Other
|
2.2
|
|
|
1.1
|
|
|
—
|
|
|||
Gain on sale of fixed assets held for sale
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|||
Total restructuring
|
19.0
|
|
|
11.4
|
|
|
14.7
|
|
|||
Other
|
|
|
|
|
|
||||||
Contingent consideration fair value adjustment (Note 4)
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|||
Intangible asset abandonment (Note 6)
|
1.9
|
|
|
—
|
|
|
—
|
|
|||
Acquisition and integration related costs
|
3.7
|
|
|
2.6
|
|
|
—
|
|
|||
Pension settlement/curtailment (Note 9)
|
2.4
|
|
|
2.5
|
|
|
2.8
|
|
|||
Asset disposals
|
—
|
|
|
7.0
|
|
|
—
|
|
|||
Asset impairments
|
—
|
|
|
—
|
|
|
31.2
|
|
|||
Other
|
2.7
|
|
|
(2.0
|
)
|
|
2.4
|
|
|||
Total
|
$
|
21.1
|
|
|
$
|
21.5
|
|
|
$
|
51.1
|
|
|
Severance and Related
|
|
Lease Termination Costs
|
|
Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Accrued balance at December 31, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
13.9
|
|
|
0.1
|
|
|
0.9
|
|
|
14.9
|
|
||||
Usage
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||
Currency impacts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Accrued balance at December 31, 2012
|
$
|
13.8
|
|
|
$
|
0.1
|
|
|
$
|
0.8
|
|
|
$
|
14.7
|
|
|
Severance and Related
|
|
Lease Termination Costs
|
|
Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Accrued balance at December 31, 2010
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
Charges
|
7.0
|
|
|
3.0
|
|
|
0.2
|
|
|
10.2
|
|
||||
Usage
|
(5.7
|
)
|
|
(2.3
|
)
|
|
(0.5
|
)
|
|
(8.5
|
)
|
||||
Currency impacts
|
(0.1
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
0.1
|
|
||||
Accrued balance at December 31, 2011
|
$
|
4.6
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
Charges
|
3.0
|
|
|
0.5
|
|
|
0.7
|
|
|
4.2
|
|
||||
Usage
|
(6.1
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(7.3
|
)
|
||||
Currency impacts
|
0.1
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.1
|
|
||||
Accrued balance at December 31, 2012
|
$
|
1.6
|
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
2.2
|
|
|
2012
GPI Program
|
|
2011
Corporate
Strategy
Program
|
|
Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|||||
Severance and related
|
$
|
13.9
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
16.9
|
|
Lease termination costs
|
0.1
|
|
|
0.5
|
|
|
—
|
|
|
0.6
|
|
||||
Other
|
0.9
|
|
|
0.7
|
|
|
0.6
|
|
|
2.2
|
|
||||
Gain on sale of fixed asset held for sale
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||
Total restructuring
|
14.9
|
|
|
4.2
|
|
|
(0.1
|
)
|
|
19.0
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|
|
|||||
Contingent consideration fair value adjustment
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
(8.6
|
)
|
||||
Intangible asset abandonment
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.9
|
|
||||
Pension settlement/curtailment
|
—
|
|
|
—
|
|
|
2.4
|
|
|
2.4
|
|
||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
3.7
|
|
|
3.7
|
|
||||
Other
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||
Total
|
$
|
14.9
|
|
|
$
|
4.2
|
|
|
$
|
2.0
|
|
|
$
|
21.1
|
|
|
2011
Manufacturing
Redesign
Program
|
|
2011
Corporate
Strategy
Program
|
|
Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
||||
Severance and related
|
$
|
—
|
|
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
Lease termination costs
|
0.3
|
|
|
3.0
|
|
|
—
|
|
|
3.3
|
|
||||
Other
|
0.9
|
|
|
0.2
|
|
|
—
|
|
|
1.1
|
|
||||
Total restructuring
|
1.2
|
|
|
10.2
|
|
|
—
|
|
|
11.4
|
|
||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pension settlement/curtailment
|
—
|
|
|
—
|
|
|
2.5
|
|
|
2.5
|
|
||||
Asset disposals
|
—
|
|
|
—
|
|
|
7.0
|
|
|
7.0
|
|
||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
2.6
|
|
|
2.6
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
||||
Total
|
$
|
1.2
|
|
|
$
|
10.2
|
|
|
$
|
10.1
|
|
|
$
|
21.5
|
|
|
2011 Manufacturing Redesign Program
|
|
2011 Corporate Strategy Program
|
|
2008
Corporate
Redesign
Program
|
|
Other
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Severance and related
|
$
|
3.2
|
|
|
$
|
3.4
|
|
|
$
|
6.4
|
|
|
$
|
—
|
|
|
$
|
13.0
|
|
Lease termination costs
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||||
Total restructuring
|
3.2
|
|
|
3.4
|
|
|
8.1
|
|
|
—
|
|
|
14.7
|
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension settlement/curtailment
|
—
|
|
|
0.3
|
|
|
2.5
|
|
|
—
|
|
|
2.8
|
|
|||||
Asset Impairments
|
31.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.2
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
2.2
|
|
|
2.4
|
|
|||||
Total
|
$
|
34.4
|
|
|
$
|
3.7
|
|
|
$
|
10.8
|
|
|
$
|
2.2
|
|
|
$
|
51.1
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Stock compensation expense
|
$
|
7.3
|
|
|
$
|
7.5
|
|
|
$
|
6.9
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Volatility
|
45
|
%
|
|
44
|
%
|
|
43
|
%
|
Risk-free interest rate
|
1.07
|
%
|
|
2.13
|
%
|
|
2.49
|
%
|
Expected life (months)
|
71
|
|
|
70
|
|
|
66
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
|
(millions)
|
|||||
Outstanding December 31, 2009
|
4,594,838
|
|
|
$
|
27.19
|
|
|
6.2
|
|
$
|
0.1
|
|
Granted
|
889,089
|
|
|
10.46
|
|
|
|
|
|
|||
Exercised
|
(1,000
|
)
|
|
8.11
|
|
|
|
|
|
|||
Canceled
|
(421,146
|
)
|
|
31.19
|
|
|
|
|
|
|||
Forfeited
|
(145,693
|
)
|
|
17.97
|
|
|
|
|
|
|||
Outstanding December 31, 2010
|
4,916,088
|
|
|
$
|
24.10
|
|
|
5.6
|
|
$
|
0.7
|
|
Granted
|
1,401,163
|
|
|
9.41
|
|
|
|
|
|
|||
Exercised
|
(45,429
|
)
|
|
10.13
|
|
|
|
|
|
|||
Canceled
|
(475,703
|
)
|
|
35.11
|
|
|
|
|
|
|||
Forfeited
|
(116,540
|
)
|
|
14.34
|
|
|
|
|
|
|||
Outstanding December 31, 2011
|
5,679,579
|
|
|
$
|
19.87
|
|
|
6.0
|
|
$
|
—
|
|
Granted
|
1,178,780
|
|
|
5.80
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled
|
(752,415
|
)
|
|
26.61
|
|
|
|
|
|
|||
Forfeited
|
(287,472
|
)
|
|
9.24
|
|
|
|
|
|
|||
Outstanding December 31, 2012
|
5,818,472
|
|
|
$
|
16.57
|
|
|
5.9
|
|
$
|
—
|
|
|
Exercisable Options
|
|
Options Expected to Vest
|
||||||||||||||
|
|
|
Weighted
Average
Remaining
|
|
Weighted
Average
|
|
|
|
Weighted
Average
Remaining
|
|
Weighted
Average
|
||||||
Range of Exercise
|
Stock
|
|
Contractual
|
|
Exercise
|
|
Stock
|
|
Contractual
|
|
Exercise
|
||||||
Prices
|
Options
|
|
Life (Years)
|
|
Price
|
|
Options
|
|
Life (Years)
|
|
Price
|
||||||
$4.26 to $6.16
|
—
|
|
|
0.0
|
|
$
|
—
|
|
|
900,302
|
|
|
9.4
|
|
$
|
5.76
|
|
$6.17 to $14.15
|
1,578,296
|
|
|
6.0
|
|
9.76
|
|
|
1,117,314
|
|
|
8.0
|
|
9.43
|
|
||
$14.16 to $19.20
|
—
|
|
|
0.0
|
|
—
|
|
|
—
|
|
|
0.0
|
|
—
|
|
||
$19.21 to $23.95
|
13,000
|
|
|
5.6
|
|
20.62
|
|
|
—
|
|
|
0.0
|
|
—
|
|
||
$23.96 to $28.70
|
749,952
|
|
|
3.8
|
|
24.43
|
|
|
—
|
|
|
0.0
|
|
—
|
|
||
$28.71 to $39.38
|
863,713
|
|
|
2.0
|
|
35.33
|
|
|
—
|
|
|
0.0
|
|
—
|
|
||
$39.39 to $41.75
|
310,965
|
|
|
2.2
|
|
41.34
|
|
|
—
|
|
|
0.0
|
|
—
|
|
||
$41.76 to $46.97
|
33,000
|
|
|
0.6
|
|
44.34
|
|
|
—
|
|
|
0.0
|
|
—
|
|
||
$4.26 to $46.97
|
3,548,926
|
|
|
4.2
|
|
$
|
22.21
|
|
|
2,017,616
|
|
|
8.6
|
|
$
|
7.79
|
|
|
Restricted Stock
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Nonvested as of December 31, 2009
|
461,702
|
|
|
$
|
14.84
|
|
Granted
|
524,655
|
|
|
10.45
|
|
|
Vested
|
(209,302
|
)
|
|
15.17
|
|
|
Forfeited
|
(37,859
|
)
|
|
11.15
|
|
|
Nonvested as of December 31, 2010
|
739,196
|
|
|
$
|
11.34
|
|
Granted
|
385,049
|
|
|
9.28
|
|
|
Vested
|
(274,934
|
)
|
|
12.15
|
|
|
Forfeited
|
(54,265
|
)
|
|
12.05
|
|
|
Nonvested as of December 31, 2011
|
795,046
|
|
|
$
|
10.02
|
|
Granted
|
708,573
|
|
|
5.67
|
|
|
Vested
|
(321,103
|
)
|
|
10.30
|
|
|
Forfeited
|
(156,712
|
)
|
|
8.72
|
|
|
Nonvested as of December 31, 2012
|
1,025,804
|
|
|
$
|
7.12
|
|
|
United States
|
|
International
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions)
|
||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
92.2
|
|
|
$
|
93.8
|
|
|
$
|
55.6
|
|
|
$
|
58.9
|
|
Service cost
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.7
|
|
||||
Interest cost
|
3.2
|
|
|
4.2
|
|
|
2.2
|
|
|
2.5
|
|
||||
Actuarial (gain) loss
|
2.2
|
|
|
5.1
|
|
|
6.9
|
|
|
4.4
|
|
||||
Benefits paid
|
(1.9
|
)
|
|
(1.8
|
)
|
|
(2.4
|
)
|
|
(2.2
|
)
|
||||
Settlements
|
(7.4
|
)
|
|
(9.1
|
)
|
|
—
|
|
|
(8.4
|
)
|
||||
Foreign exchange rate changes
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.3
|
)
|
||||
Projected benefit obligation, end of year
|
$
|
88.3
|
|
|
$
|
92.2
|
|
|
$
|
63.4
|
|
|
$
|
55.6
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
69.6
|
|
|
$
|
70.9
|
|
|
$
|
53.5
|
|
|
$
|
61.2
|
|
Actual return on plan assets
|
8.5
|
|
|
(0.9
|
)
|
|
3.7
|
|
|
1.6
|
|
||||
Foreign exchange rate changes
|
—
|
|
|
—
|
|
|
1.0
|
|
|
(0.3
|
)
|
||||
Company contributions
|
2.9
|
|
|
10.5
|
|
|
2.2
|
|
|
3.8
|
|
||||
Benefits paid
|
(1.9
|
)
|
|
(1.8
|
)
|
|
(2.4
|
)
|
|
(2.2
|
)
|
||||
Settlement payments
|
(7.4
|
)
|
|
(9.1
|
)
|
|
—
|
|
|
(10.6
|
)
|
||||
Fair value of plan assets, end of year
|
71.7
|
|
|
69.6
|
|
|
58.0
|
|
|
53.5
|
|
||||
Funded status of the plan, end of year
|
$
|
(16.6
|
)
|
|
$
|
(22.6
|
)
|
|
$
|
(5.4
|
)
|
|
$
|
(2.1
|
)
|
|
United States
|
|
International
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions)
|
||||||||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.1
|
|
|
$
|
4.6
|
|
Noncurrent liabilities
|
(16.6
|
)
|
|
(22.6
|
)
|
|
(11.5
|
)
|
|
(6.7
|
)
|
||||
Accumulated other comprehensive loss — pre-tax
|
25.8
|
|
|
30.2
|
|
|
14.2
|
|
|
8.6
|
|
|
United States
|
|
International
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions)
|
||||||||||||||
Net actuarial loss
|
$
|
25.8
|
|
|
$
|
30.2
|
|
|
$
|
18.2
|
|
|
$
|
13.3
|
|
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
(6.5
|
)
|
||||
Transition asset obligation
|
—
|
|
|
—
|
|
|
1.4
|
|
|
1.8
|
|
||||
Total
|
$
|
25.8
|
|
|
$
|
30.2
|
|
|
$
|
14.2
|
|
|
$
|
8.6
|
|
|
United States
|
|
International
|
||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions)
|
||||||||||||||
Projected benefit obligation, end of year
|
$
|
88.3
|
|
|
$
|
92.2
|
|
|
$
|
37.3
|
|
|
$
|
31.7
|
|
Accumulated benefit obligation, end of year
|
88.3
|
|
|
92.2
|
|
|
36.9
|
|
|
31.4
|
|
||||
Plan assets at fair value, end of year
|
71.7
|
|
|
69.6
|
|
|
25.8
|
|
|
25.1
|
|
|
United States
|
|
International
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
$
|
0.6
|
|
Interest cost
|
3.2
|
|
|
4.2
|
|
|
4.8
|
|
|
2.2
|
|
|
2.5
|
|
|
2.8
|
|
||||||
Expected return on plan assets
|
(5.7
|
)
|
|
(6.3
|
)
|
|
(5.7
|
)
|
|
(2.3
|
)
|
|
(3.0
|
)
|
|
(3.1
|
)
|
||||||
Amortization of net actuarial loss
|
1.5
|
|
|
1.2
|
|
|
0.4
|
|
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(0.4
|
)
|
||||||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Net periodic pension cost (credit)
|
(1.0
|
)
|
|
(0.9
|
)
|
|
1.3
|
|
|
0.6
|
|
|
0.2
|
|
|
0.4
|
|
||||||
Settlements and curtailments
|
2.4
|
|
|
2.5
|
|
|
2.8
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||||
Total pension cost (credit)
|
$
|
1.4
|
|
|
$
|
1.6
|
|
|
$
|
4.1
|
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
$
|
0.4
|
|
|
United States
|
|
International
|
||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Discount rate
|
3.50
|
%
|
|
3.75
|
%
|
|
3.33
|
%
|
|
4.07
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
3.02
|
%
|
|
3.05
|
%
|
|
United States
|
|
International
|
||||||||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||
Discount rate
|
3.75
|
%
|
|
4.75
|
%
|
|
5.30
|
%
|
|
4.09
|
%
|
|
4.56
|
%
|
|
5.00
|
%
|
Expected return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
4.32
|
%
|
|
4.92
|
%
|
|
5.52
|
%
|
Rate of compensation increase
|
—
|
%
|
|
—
|
%
|
|
4.75
|
%
|
|
2.57
|
%
|
|
2.77
|
%
|
|
2.98
|
%
|
|
United States
|
|
International
|
||||||||
|
As of December 31,
|
|
As of December 31,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Short-term investments
|
9
|
%
|
|
2
|
%
|
|
1
|
%
|
|
1
|
%
|
Fixed income securities
|
19
|
%
|
|
15
|
%
|
|
40
|
%
|
|
41
|
%
|
Equity securities
|
56
|
%
|
|
65
|
%
|
|
26
|
%
|
|
24
|
%
|
Absolute return strategy equity funds
|
16
|
%
|
|
18
|
%
|
|
—
|
%
|
|
—
|
%
|
Insurance contracts
|
—
|
%
|
|
—
|
%
|
|
33
|
%
|
|
34
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
United States
|
|
International
|
|
(In millions)
|
||
2013
|
$17.5
|
|
$2.2
|
2014
|
4.3
|
|
2.4
|
2015
|
4.5
|
|
2.4
|
2016
|
5.4
|
|
2.6
|
2017
|
5.1
|
|
2.7
|
2018-2022
|
28.4
|
|
14.9
|
United States
|
December 31, 2012
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Money market securities
|
$
|
6.3
|
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
||||||||
Large-cap growth funds
|
14.0
|
|
|
—
|
|
|
14.0
|
|
|
—
|
|
||||
International growth fund
|
7.4
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
14.0
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
||||
Absolute return strategy funds
|
11.6
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
||||
Common stocks
|
10.7
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
||||
Commingled trust funds
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
||||
Total
|
$
|
71.7
|
|
|
$
|
38.4
|
|
|
$
|
33.3
|
|
|
$
|
—
|
|
International
|
December 31, 2012
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Other
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
Equity securities - blended funds
|
15.3
|
|
|
—
|
|
|
15.3
|
|
|
—
|
|
||||
Fixed income securities
|
23.5
|
|
|
—
|
|
|
23.5
|
|
|
—
|
|
||||
Insurance contracts
|
18.9
|
|
|
—
|
|
|
18.9
|
|
|
—
|
|
||||
Total
|
$
|
58.0
|
|
|
$
|
—
|
|
|
$
|
58.0
|
|
|
$
|
—
|
|
United States
|
December 31, 2011
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Money market securities
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
||||||||
Large-cap growth funds
|
18.0
|
|
|
—
|
|
|
18.0
|
|
|
—
|
|
||||
International growth fund
|
6.8
|
|
|
6.8
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
10.7
|
|
|
10.7
|
|
|
—
|
|
|
—
|
|
||||
Absolute return strategy funds
|
12.2
|
|
|
—
|
|
|
12.2
|
|
|
—
|
|
||||
Common stocks
|
13.3
|
|
|
13.3
|
|
|
—
|
|
|
—
|
|
||||
Commingled trust funds
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
||||
Total
|
$
|
69.6
|
|
|
$
|
32.3
|
|
|
$
|
37.3
|
|
|
$
|
—
|
|
International
|
December 31, 2011
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Other
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Mutual Funds
|
|
|
|
|
|
|
|
||||||||
Equity securities - blended funds
|
13.0
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
||||
Fixed income securities
|
21.9
|
|
|
—
|
|
|
21.9
|
|
|
—
|
|
||||
Insurance contracts
|
18.3
|
|
|
—
|
|
|
18.3
|
|
|
—
|
|
||||
Total
|
$
|
53.5
|
|
|
$
|
—
|
|
|
$
|
53.5
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
U.S.
|
$
|
(282.5
|
)
|
|
$
|
(67.0
|
)
|
|
$
|
(114.3
|
)
|
International
|
(58.6
|
)
|
|
24.1
|
|
|
37.9
|
|
|||
Total
|
$
|
(341.1
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
(76.4
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Tax at statutory U.S. tax rate
|
$
|
(119.4
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
(26.8
|
)
|
State income taxes, net of federal benefit
|
(6.8
|
)
|
|
(2.2
|
)
|
|
(3.7
|
)
|
|||
Net effect of international operations
|
23.6
|
|
|
(1.3
|
)
|
|
(2.8
|
)
|
|||
Valuation allowances
|
95.9
|
|
|
17.6
|
|
|
105.2
|
|
|||
U.S. tax on foreign earnings
|
3.9
|
|
|
4.8
|
|
|
5.1
|
|
|||
Uncertain tax positions
|
0.3
|
|
|
0.2
|
|
|
1.3
|
|
|||
Other
|
2.1
|
|
|
(0.3
|
)
|
|
3.6
|
|
|||
Income tax provision (benefit)
|
$
|
(0.4
|
)
|
|
$
|
3.8
|
|
|
$
|
81.9
|
|
|
As of December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Accounts receivable allowances
|
$
|
6.9
|
|
|
$
|
5.6
|
|
Inventories
|
12.9
|
|
|
12.3
|
|
||
Compensation and employee benefits
|
11.2
|
|
|
9.7
|
|
||
Tax credit carryforwards
|
39.2
|
|
|
35.0
|
|
||
Net operating loss carryforwards
|
83.5
|
|
|
49.5
|
|
||
Accrued liabilities and other reserves
|
9.3
|
|
|
16.3
|
|
||
Pension
|
9.4
|
|
|
8.7
|
|
||
Property, plant and equipment
|
—
|
|
|
14.0
|
|
||
Intangible assets
|
76.9
|
|
|
5.6
|
|
||
Other, net
|
2.7
|
|
|
5.5
|
|
||
Gross deferred tax assets
|
252.0
|
|
|
162.2
|
|
||
Valuation allowance
|
(239.1
|
)
|
|
(141.1
|
)
|
||
Deferred tax assets
|
12.9
|
|
|
21.1
|
|
||
|
|
|
|
||||
Property, plant and equipment
|
(1.3
|
)
|
|
—
|
|
||
Deferred tax liabilities
|
(1.3
|
)
|
|
—
|
|
||
Net deferred tax assets
|
$
|
11.6
|
|
|
$
|
21.1
|
|
|
Amount
|
||
|
(In Millions)
|
||
Balance at December 31, 2009
|
$
|
13.8
|
|
Additions:
|
|
||
Tax positions of current years
|
0.3
|
|
|
Tax positions of prior years
|
1.3
|
|
|
Reductions:
|
|
||
Settlements with taxing authorities
|
(0.2
|
)
|
|
Lapse of statute of limitations
|
(0.3
|
)
|
|
Balance at December 31, 2010
|
14.9
|
|
|
Additions:
|
|
||
Tax positions of current year
|
0.3
|
|
|
Tax positions of prior years
|
0.1
|
|
|
Reductions:
|
|
||
Settlements with taxing authorities
|
—
|
|
|
Lapse of statute of limitations
|
(0.2
|
)
|
|
Balance at December 31, 2011
|
15.1
|
|
|
Additions:
|
|
||
Tax positions of current year
|
0.3
|
|
|
Tax positions of prior years
|
0.6
|
|
|
Reductions:
|
|
||
Tax positions of prior years
|
(11.3
|
)
|
|
Settlements with taxing authorities
|
(0.2
|
)
|
|
Lapse of statute of limitations
|
(0.1
|
)
|
|
Balance at December 31, 2012
|
$
|
4.4
|
|
•
|
up to
85 percent
of eligible accounts receivable; plus
|
•
|
up to the lesser of
65 percent
of eligible inventory or
85 percent
of the appraised net orderly liquidation value of eligible inventory; plus
|
•
|
up to
60 percent
of the appraised fair market value of eligible real estate (the Original Real Estate Value), such Original Real Estate Value to be reduced each calendar month by
1/120th
, provided, that the Original Real Estate Value shall not exceed
$40 million
; plus
|
•
|
such other classes of collateral as may be mutually agreed upon and at advance rates as may be determined by the Agent; minus
|
•
|
such reserves as the Agent may establish in good faith.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency option contracts
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||||||
Derivative liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency option contracts
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
||||||
Foreign currency forward contracts
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||
|
Notional Amount
|
|
Other Current Assets
|
|
Other Current Liabilities
|
|
Notional Amount
|
|
Other Current Assets
|
|
Other Current Liabilities
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Cash flow hedges designated as hedging instruments
|
$
|
248.6
|
|
|
$
|
5.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
208.2
|
|
|
$
|
3.4
|
|
|
$
|
(1.4
|
)
|
Other hedges not receiving hedge accounting
|
46.5
|
|
|
—
|
|
|
—
|
|
|
32.9
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
295.1
|
|
|
$
|
5.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
241.1
|
|
|
$
|
3.4
|
|
|
$
|
(1.4
|
)
|
|
MXI Security
|
|
Encryptx
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Balance as of December 31, 2010
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Addition from acquisitions
|
9.2
|
|
|
1.3
|
|
|
10.5
|
|
|||
Balance as of December 31, 2011
|
9.2
|
|
|
1.3
|
|
|
10.5
|
|
|||
Fair value adjustment
|
(8.6
|
)
|
|
—
|
|
|
(8.6
|
)
|
|||
Payments
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|||
Balance as of December 31, 2012
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
1.2
|
|
|
Treasury Shares
|
|
Balance as of December 31, 2009
|
4,826,705
|
|
Purchases
|
—
|
|
Exercise of stock options
|
(1,000
|
)
|
Restricted stock grants and other
|
(439,175
|
)
|
401(k) matching contribution
|
(174,245
|
)
|
Balance as of December 31, 2010
|
4,212,285
|
|
Purchases
|
1,099,219
|
|
Exercise of stock options
|
(45,429
|
)
|
Restricted stock grants and other
|
(365,712
|
)
|
401(k) matching contribution
|
(236,440
|
)
|
Balance as of December 31, 2011
|
4,663,923
|
|
Purchases
|
1,236,161
|
|
Exercise of stock options
|
—
|
|
Restricted stock grants and other
|
(499,851
|
)
|
401(k) matching contribution
|
(517,588
|
)
|
Shares issued for acquisition
|
(3,319,324
|
)
|
Balance as of December 31, 2012
|
1,563,321
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Cumulative currency translation adjustment
|
$
|
(49.1
|
)
|
|
$
|
(47.4
|
)
|
Pension adjustments, net of income tax
|
(27.8
|
)
|
|
(26.8
|
)
|
||
Cash flow hedging and other, net of income tax
|
2.7
|
|
|
1.6
|
|
||
Total accumulated other comprehensive loss
|
$
|
(74.2
|
)
|
|
$
|
(72.6
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net unrealized (losses) gains on derivative financial instruments:
|
|
|
|
|
|
||||||
Net holding (losses) gains arising during the period
|
$
|
5.1
|
|
|
$
|
0.3
|
|
|
$
|
0.7
|
|
Tax benefit (expense)
|
(2.0
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Reclassification adjustment for net realized (gains) losses included in net loss
|
(3.0
|
)
|
|
0.8
|
|
|
—
|
|
|||
Tax expense (benefit)
|
1.0
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Total net unrealized (losses) gains on derivative financial instruments
|
$
|
1.1
|
|
|
$
|
0.8
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
||||||
Net pension adjustments:
|
|
|
|
|
|
||||||
Reclassification of adjustments for defined benefit plans recorded in net loss
|
$
|
(0.9
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
8.2
|
|
Tax benefit (expense)
|
(0.1
|
)
|
|
0.3
|
|
|
(3.6
|
)
|
|||
Total net pension adjustments
|
$
|
(1.0
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
4.6
|
|
|
|
|
|
|
|
||||||
Unrealized foreign currency translation (losses) gains
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
3.0
|
|
•
|
Our Americas segment includes North America, Central America and South America.
|
•
|
Our Europe segment includes Europe and parts of Africa.
|
•
|
Our North Asia segment includes Japan, China, Hong Kong, Korea and Taiwan.
|
•
|
Our South Asia segment includes Australia, Singapore, India, the Middle East and parts of Africa
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Operating Income (Loss)
|
|
|
|
|
|
||||||
Americas
|
$
|
2.9
|
|
|
$
|
8.4
|
|
|
$
|
36.8
|
|
Europe
|
(3.9
|
)
|
|
10.3
|
|
|
(0.6
|
)
|
|||
North Asia
|
5.9
|
|
|
12.5
|
|
|
14.9
|
|
|||
South Asia
|
0.6
|
|
|
4.0
|
|
|
4.0
|
|
|||
Total segment operating income
|
5.5
|
|
|
35.2
|
|
|
55.1
|
|
|||
Corporate and unallocated
|
(341.6
|
)
|
|
(68.3
|
)
|
|
(124.8
|
)
|
|||
Total operating loss
|
(336.1
|
)
|
|
(33.1
|
)
|
|
(69.7
|
)
|
|||
Interest income
|
(0.5
|
)
|
|
(0.9
|
)
|
|
(0.8
|
)
|
|||
Interest expense
|
2.9
|
|
|
3.7
|
|
|
4.2
|
|
|||
Other expense, net
|
2.6
|
|
|
7.0
|
|
|
3.3
|
|
|||
Loss from continuing operations before income taxes
|
$
|
(341.1
|
)
|
|
$
|
(42.9
|
)
|
|
$
|
(76.4
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In Millions)
|
||||||||||
Net Revenue
|
|
|
|
|
|
||||||
Traditional storage
|
|
|
|
|
|
||||||
Optical products
|
$
|
426.8
|
|
|
$
|
511.9
|
|
|
$
|
619.3
|
|
Magnetic products
|
286.2
|
|
|
327.4
|
|
|
347.8
|
|
|||
Other traditional storage
|
15.4
|
|
|
47.7
|
|
|
62.8
|
|
|||
Total traditional storage
|
728.4
|
|
|
887.0
|
|
|
1,029.9
|
|
|||
Secure and scalable storage
|
210.1
|
|
|
210.1
|
|
|
207.5
|
|
|||
Audio and video information
|
161.1
|
|
|
193.3
|
|
|
223.5
|
|
|||
Total
|
$
|
1,099.6
|
|
|
$
|
1,290.4
|
|
|
$
|
1,460.9
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Minimum lease payments
|
$
|
6.1
|
|
|
$
|
8.7
|
|
|
$
|
9.6
|
|
Contingent rentals
|
6.1
|
|
|
4.5
|
|
|
7.2
|
|
|||
Rental income
|
(3.4
|
)
|
|
(3.1
|
)
|
|
(2.9
|
)
|
|||
Sublease income
|
(0.7
|
)
|
|
(0.8
|
)
|
|
(0.5
|
)
|
|||
Total rental expense
|
$
|
8.1
|
|
|
$
|
9.3
|
|
|
$
|
13.4
|
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Minimum lease payments
|
$
|
8.0
|
|
|
$
|
4.9
|
|
|
$
|
2.1
|
|
|
$
|
1.3
|
|
|
$
|
0.9
|
|
|
$
|
1.6
|
|
|
$
|
18.8
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total(1)
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenue
|
$
|
316.5
|
|
|
$
|
323.0
|
|
|
$
|
308.6
|
|
|
$
|
342.3
|
|
|
$
|
1,290.4
|
|
Gross profit
|
54.0
|
|
|
54.0
|
|
|
57.2
|
|
|
51.5
|
|
|
216.7
|
|
|||||
Operating loss
|
(3.4
|
)
|
|
(9.3
|
)
|
|
(8.3
|
)
|
|
(12.1
|
)
|
|
(33.1
|
)
|
|||||
Net loss
|
(7.2
|
)
|
|
(12.5
|
)
|
|
(14.1
|
)
|
|
(12.9
|
)
|
|
(46.7
|
)
|
|||||
Loss per common share, net loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.19
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(1.24
|
)
|
Diluted
|
(0.19
|
)
|
|
(0.33
|
)
|
|
(0.38
|
)
|
|
(0.34
|
)
|
|
(1.24
|
)
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net revenue
|
$
|
281.7
|
|
|
$
|
270.6
|
|
|
$
|
248.2
|
|
|
$
|
299.1
|
|
|
$
|
1,099.6
|
|
Gross profit
|
56.1
|
|
|
52.4
|
|
|
45.7
|
|
|
48.1
|
|
|
202.3
|
|
|||||
Operating loss
|
(8.9
|
)
|
|
(10.3
|
)
|
|
(6.5
|
)
|
|
(310.4
|
)
|
|
(336.1
|
)
|
|||||
Net loss
|
(12.2
|
)
|
|
(12.0
|
)
|
|
(6.3
|
)
|
|
(310.2
|
)
|
|
(340.7
|
)
|
|||||
Loss per common share, net loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
(0.33
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(8.34
|
)
|
|
$
|
(9.09
|
)
|
Diluted
|
(0.33
|
)
|
|
(0.32
|
)
|
|
(0.17
|
)
|
|
(8.34
|
)
|
|
(9.09
|
)
|
(1)
|
The sum of the quarterly loss per share may not equal the annual loss per share due to changes in average shares outstanding.
|
|
Page
|
|
|
Number
|
Description of Exhibit
|
|
|
|
|
2.1
|
|
Asset Purchase Agreement, dated May 7, 2007, among Hopper Radio of Florida, Inc., Memcorp, Inc., Memcorp Asia Limited and Imation Corp. (incorporated by reference to Exhibit 2.1 of Imation’s Form 10-Q for the quarter ended March 31, 2007)
|
2.2
|
|
Acquisition Agreement, dated April 19, 2007, by and between Imation Corp. and TDK Corporation (incorporated by reference to Exhibit 2.1 to Imation’s Form 8-K Current Report filed on April 25, 2007)
|
2.3
|
|
Acquisition Agreement, dated January 19, 2006, by and between Imation Corp. and Memorex International Inc. (incorporated by reference to Exhibit 2.1 to Imation’s Form 8-K Current Report filed on January 25, 2006)
|
2.4
|
|
Inducement Agreement, dated January 19, 2006, among Hanny Holding Limited, Hanny Magnetics (B.V.I.) Limited, Investor Capital Management Asia Limited, Investor Capital Partners — Asia Fund L.P, Global Media Limited, Memorex Holdings Limited and Imation Corp. (incorporated by reference to Exhibit 2.2 to Imation’s Form 8-K Current Report filed on January 25, 2006)
|
2.5
|
|
Purchase Agreement, dated October 5, 2011, by and between Imation Corp. and FF Realty LLC (incorporated by reference to Exhibit 2.5 of Imation's Annual Report on Form 10-K for the year ended December 31, 2011)
|
2.6
|
|
First Amendment to Purchase Agreement, dated January 5, 2012, by and between Imation Corp. and FF Realty LLC (incorporated by reference to Exhibit 2.6 of Imation's Annual Report on Form 10-K for the year ended December 31, 2011)
|
2.7
|
|
Second Amendment to Purchase Agreement, dated January 31, 2012, by and between Imation Corp. and FF Realty LLC (incorporated by reference to Exhibit 2.7 of Imation's Annual Report on Form 10-K for the year ended December 31, 2011)
|
2.8
|
|
Third Amendment to Purchase Agreement, dated February 10, 2012, by and between Imation Corp. and FF Realty LLC (incorporated by reference to Exhibit 2.8 of Imation's Annual Report on Form 10-K for the year ended December 31, 2011)
|
2.9
|
|
Agreement and Plan of Merger dated December 31, 2012, by and among Imation Corp., Naboo Merger Corp., and Nexsan Corporation (incorporated by reference to Exhibit 2.1 to Imation's Form 8-K/A Current Report filed on March 12, 2013) (Schedules have been omitted pursuant to Item 601(b(2) of Regulation S-K. Imation agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.) ***
|
3.1
|
|
Restated Certificate of Incorporation of Imation Corp. (incorporated by reference to Exhibit 3.1 to Registration Statement on Form 10, No. 1-14310)
|
3.2
|
|
Amended and Restated Bylaws of Imation Corp., effective February 8, 2013 (incorporated by reference to Exhibit 3.1 to Imation’s Form 8-K Current Report filed on February 13, 2013)
|
4.1
|
|
Rights Agreement between Imation Corp., and The Bank of New York, as Rights Agent, dated as of June 21, 2006 (incorporated by reference to Exhibit 4.1 to Imation’s Registration Statement on Form 8-A filed on June 23, 2006)
|
Number
|
Description of Exhibit
|
|
|
|
|
4.2
|
|
First Amendment to Rights Agreement, dated as of July 30, 2007 (incorporated by reference to Exhibit 4.3 to Imation’s Registration Statement on Form 8-A/A filed on August 1, 2007)
|
4.3
|
|
Second Amendment to Rights Agreement, dated as of November 12, 2010 (incorporated by reference to Exhibit 4.4 to Imation’s Registration Statement on Form 8-A filed on November 12, 2010)
|
4.4
|
|
Third Amendment to Rights Agreement, dated as of February 11,2013 (incorporated by reference to Imation’s Registration Statement on Form 8-A/A filed on February 13, 2013)
|
4.5
|
|
Amended and Restated Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.2 to Imation’s Registration Statement on Form 8-A filed on June 23, 2006)
|
10.1
|
|
Shareholders Agreement in relation to Global Data Media FZ-LLC (incorporated by reference to Exhibit 10.11 to Annual Report on Form 10-K for the year ended December 31, 2003)
|
10.2
|
|
Amendment Agreement to Shareholders Agreement in relation to Global Data Media FZ-LLC (incorporated by reference to Exhibit 10.1 to Imation’s Form 8-K Current Report filed on January 26, 2006)
|
10.3
|
|
Trademark License Agreement, dated July 31, 2007, by and between Imation Corp. and TDK Corporation (incorporated by reference to Exhibit 10.2 to Imation’s Form 8-K Current Report filed on August 3, 2007)
|
10.4
|
|
IMN Trademark License Agreement, dated July 31, 2007, by and between IMN Data Storage Holdings C.V. and TDK Corporation (incorporated by reference to Exhibit 10.3 to Imation’s Form 8-K Current Report filed on August 3, 2007)
|
10.5
|
|
Supply Agreement, dated July 31, 2007, by and between Imation Corp. and TDK Corporation (incorporated by reference to Exhibit 10.4 to Imation’s Form 8-K Current Report filed on August 3, 2007)
|
10.6
|
|
Investor Rights Agreement, dated July 31, 2007, by and between Imation Corp. and TDK Corporation (incorporated by reference to Exhibit 10.1 to Imation’s Form 8-K Current Report filed on August 3, 2007)
|
10.7
|
|
Amended and Restated Credit Agreement among Imation Corp., Imation Enterprises Corp. and Imation Europe B.V., as borrowers, Bank of America, N.A., as administrative agent and l/c issuer, and a Consortium of Lenders, dated as of August 3, 2010 (incorporated by reference to Exhibit 10.1 to Imation’s Form 8-K Current Report filed on August 6, 2010)
|
10.8
|
|
First Amendment, dated as of June 28, 2011, to the Amended and Restated Credit Agreement among Imation Corp., Imation Enterprises Corp. and Imation Europe B.V., as borrowers, Bank of America, N.A., as administrative agent and l/c issuer, and a Consortium of Lenders, dated as of August 3, 2010 (incorporated by reference to Exhibit 10.3 to Imation's Form 10-Q for the quarter ended June 30, 2011)
|
10.9*
|
|
Third Amendment, dated as of May 18, 2012, to the Amended and Restated Credit Agreement among Imation Corp., Imation Enterprises Corp. and Imation Europe B.V., as borrowers, Bank of America, N.A., as administrative agent and l/c issuer, and a consortium of Lenders, dated as of August 3, 2010 (incorporated by reference to Exhibit 10.1 to Imation's Form 8-K Current Report filed on May 24,2012)***
|
10.10*
|
|
Form of Indemnity Agreement between Imation Corp. and each of its directors (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K for the year ended December 31, 1996)
|
10.11*
|
|
1996 Directors Stock Compensation Program, as amended May 8, 2002 (incorporated by reference to Exhibit 10.1 of Imation’s Form 10-Q for the quarter ended June 30, 2002)
|
10.12*
|
|
Imation Corp. 2000 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.7 to Annual Report on Form 10-K for the year ended December 31, 2003)
|
10.13*
|
|
Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.9 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.14*
|
|
Amendment to 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.8 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.15*
|
|
Form of Amendment to 2000 Employee Stock Incentive Plan Restricted Stock Award Agreements — Executive Officer (incorporated by reference to Exhibit 10.2 to Imation’s Form 8- K Current Report filed on February 13, 2006)
|
10.16*
|
|
Form of 2000 Stock Incentive Plan Stock Option Agreement — Executive Officers (incorporated by reference to Exhibit 10.11 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.17*
|
|
Form of 2000 Stock Incentive Plan Stock Option Agreement — Employees (incorporated by reference to Exhibit 10.10 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.18*
|
|
Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Employees 2004 (incorporated by reference to Exhibit 10.1 of Imation’s Form 10-Q for the quarter ended September 30, 2004)
|
Number
|
Description of Exhibit
|
|
|
10.19*
|
Form of 2000 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers 2004 (incorporated by reference to Exhibit 10.2 of Imation’s Form 10-Q for the quarter ended September 30, 2004)
|
10.20*
|
Form of 2000 Stock Incentive Plan Stock Option Agreement — Employees 2004 (incorporated by reference to Exhibit 10.3 of Imation’s Form 10-Q for the quarter ended September 30, 2004)
|
10.21*
|
Form of 2000 Stock Incentive Plan Stock Option Agreement — Executive Officers 2004 (incorporated by reference to Exhibit 10.4 of Imation’s Form 10-Q for the quarter ended September 30, 2004)
|
10.22*
|
Imation Corp. 2005 Stock Incentive Plan, as amended November 9, 2005 (incorporated by reference to Exhibit 10.1 to Imation’s Form 8-K Current Report filed on November 16, 2005)
|
10.23*
|
Form of 2005 Stock Incentive Plan Stock Option Agreement — Employees (incorporated by reference to Exhibit 10.2 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.24*
|
Form of 2005 Stock Incentive Plan Stock Option Agreement — Executive Officers (incorporated by reference to Exhibit 10.3 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.25*
|
Form of Amendment to 2005 Stock Incentive Plan Option Agreements — Executive Officer (incorporated by reference to Exhibit 10.5 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.26*
|
Form of 2005 Stock Incentive Plan Stock Option Agreement — Directors (incorporated by reference to Exhibit 10.4 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.27*
|
Form of Amendment to 2005 Stock Incentive Plan Stock Option Agreement — Directors (incorporated by reference to Exhibit 10.2 to Imation’s Form 8-K Current Report filed on November 16, 2005)
|
10.28*
|
Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Employees (incorporated by reference to Exhibit 10.5 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.29*
|
Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Executive Officers (incorporated by reference to Exhibit 10.6 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.30*
|
Form of Amendment to 2005 Stock Incentive Plan Restricted Stock Award Agreements — Executive Officer (incorporated by reference to Exhibit 10.6 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.31*
|
Form of 2005 Stock Incentive Plan Restricted Stock Award Agreement — Directors (incorporated by reference to Exhibit 10.7 to Imation’s Form 8-K Current Report filed on May 9, 2005)
|
10.32*
|
Form of Amendment to 2005 Stock Incentive Plan Restricted Stock Award Agreement — Directors (incorporated by reference to Exhibit 10.3 to Imation’s Form 8-K Current Report filed on November 16, 2005)
|
10.33*
|
Form of Amendment to 2004 and 2005 Executive Officer Option Agreements under the 2000 Employee Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.34*
|
Form of 2005 Stock Incentive Plan Amendment to 2005 Stock Option Agreements — Non-Employee Directors (incorporated by reference to Exhibit 10.7 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.35*
|
Form of 2005 Stock Incentive Plan Non-Employee Director Option Agreement (incorporated by reference to Exhibit 10.12 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.36*
|
Form of 2005 Stock Incentive Plan Amendment to 2005 Restricted Stock Award Agreements — Non-Employee Directors (incorporated by reference to Exhibit 10.8 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.37*
|
Form of 2005 Stock Incentive Plan Non-Qualified Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.2 to Imation’s Form 8-K Current Report filed on May 12, 2008)
|
10.38*
|
Form of 2005 Stock Incentive Plan Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.13 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.39*
|
Form of 2005 Stock Incentive Plan Executive Officer Option Agreement (incorporated by reference to Exhibit 10.10 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.40*
|
Form of 2005 Stock Incentive Plan Executive Officer Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.11 to Imation’s Form 8-K Current Report filed on February 13, 2006)
|
10.41*
|
Imation Corp. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Imation’s Form 8-K Current Report filed on May 12, 2008)
|
Number
|
Description of Exhibit
|
|
|
|
|
10.42*
|
Form of 2008 Stock Incentive Plan Non-Qualified Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to Imation’s Form 8-K Current Report filed on May 12, 2008)
|
10.43*
|
Form of 2008 Stock Incentive Plan Non-Qualified Stock Option Agreement for Directors (incorporated by reference to Exhibit 10.4 to Imation’s Form 8-K Current Report filed on May 12, 2008)
|
10.44*
|
Form of 2008 Stock Incentive Plan Restricted Stock Agreement for Executive Officers (incorporated by reference to Exhibit 10.5 to Imation’s Form 8-K Current Report filed on May 12, 2008)
|
10.45*
|
Form of 2008 Stock Incentive Plan Restricted Stock Agreement for Directors (incorporated by reference to Exhibit 10.6 to Imation’s Form 8-K Current Report filed on May 12, 2008)
|
10.46*
|
Form of 2008 Stock Incentive Plan Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Imation’s 10-Q for the quarter ended June 30, 2010)
|
10.47*
|
Form of 2008 Stock Incentive Plan Stock Option Agreement for Executive Officers (3 yr vest) (incorporated by reference to Exhibit 10.6 to Imation’s Form 10-Q for the quarter ended March 31, 2011)
|
10.48*
|
Form of 2008 Stock Incentive Plan Performance-Based Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to Imation’s 10-Q for the quarter ended June 30, 2010)
|
10.49*
|
Imation Corp. 2011 Stock Incentive Plan (incorporated by reference to Exhibit 4.7 to Imation’s Form S-8 Registration Statement, File No. 333-173903, filed on May 4, 2011)
|
10.50*
|
Form of 2011 Stock Incentive Plan Stock Option Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to Imation’s Form 10-Q for the quarter ended March 31, 2011)
|
10.51*
|
Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.3 to Imation’s Form 10-Q for the quarter ended March 31, 2011)
|
10.52*
|
Form of 2011 Stock Incentive Plan Stock Option Agreement for Directors (incorporated by reference to Exhibit 10.4 to Imation’s Form 10-Q for the quarter ended March 31, 2011)
|
10.53*
|
Form of 2011 Stock Incentive Plan Restricted Stock Award Agreement for Directors (incorporated by reference to Exhibit 10.5 to Imation’s Form 10-Q for the quarter ended March 31, 2011)
|
10.54*
|
Director Compensation Program, effective May 2, 2005 (as amended effective January 1, 2013)
|
10.55*
|
Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers
|
10.56*
|
Imation Excess Benefit Plan (incorporated by reference to Exhibit 10.10 to Registration Statement on Form 10, No. 1-14310)
|
10.57*
|
Employment Offer Letter from Imation Corp. to Mark E. Lucas (incorporated by reference to Exhibit 10.1 to Imation’s Form 8-K Current Report filed on February 17, 2009)
|
10.58*
|
Description of 2012 Annual Bonus Plan Target Approval (incorporated by reference to Imation’s Form 8-K Current Report filed on November 4, 2011)
|
10.58*
|
Description of 2013 Annual Bonus Plan Target Approval (incorporated by reference to Imation’s Form 8-K Current Report filed on February 13, 2013)
|
10.59*
|
Form of Amended and Restated Severance Agreement with Executive Officers (incorporated by reference to Exhibit 10.2 to Imation’s Form 8-K Current Report filed on August 6, 2010)
|
10.60*
|
Amended and Restated Severance Agreement of John P. Breedlove, effective June 20, 2011 (incorporated by reference to Imation's Form 10-Q for the quarter ended June 30, 2011)
|
10.61*
|
Form of Amended and Restated Severance Agreement with Executive Officers effective for executive officers hired after August 2012
|
Number
|
Description of Exhibit
|
|
|
|
|
21.1
|
|
Subsidiaries of Imation Corp.
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
|
Power of Attorney
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
The following financial information from Imation Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 13, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iii) the Consolidated Balance Sheets as of December 31, 2012 and 2011, (iv) the Consolidated Statements of Shareholders' Equity for the years ended December 31, 2012, 2011 and 2010, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, and Notes to Consolidated Financial Statements**
|
|
|
Imation Corp.
|
|
|
|
|
|
|
By:
|
/s/ MARK E. LUCAS
|
|
|
|
Mark E. Lucas
|
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
/s/ MARK E. LUCAS
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
March 13, 2013
|
||
Mark E. Lucas
|
|
|
|
|
||
|
|
|
|
|
||
/s/ PAUL R. ZELLER
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
March 13, 2013
|
||
Paul R. Zeller
|
|
|
|
|
||
|
|
|
|
|
||
/s/ SCOTT J. ROBINSON
|
|
Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
|
|
March 13, 2013
|
||
Scott J. Robinson
|
|
|
|
|
||
|
|
|
|
|
||
*
|
|
Director
|
|
March 13, 2013
|
||
David P. Berg
|
|
|
|
|
||
|
|
|
|
|
||
*
|
|
Director
|
|
March 13, 2013
|
||
Theodore H. Bunting, Jr.
|
|
|
|
|
||
|
|
|
|
|
||
*
|
|
Director
|
|
March 13, 2013
|
||
Charles A. Haggerty
|
|
|
|
|
||
|
|
|
|
|
||
*
|
|
Director
|
|
March 13, 2013
|
||
William G. LePerch
|
|
|
|
|
||
|
|
|
|
|
||
*
|
|
Director
|
|
March 13, 2013
|
||
L. White Matthews, III
|
|
|
|
|
||
|
|
|
|
|
||
*
|
|
Director
|
|
March 13, 2013
|
||
Trudy A. Rautio
|
|
|
|
|
||
|
|
|
|
|
||
*
|
|
Director
|
|
March 13, 2013
|
||
David B. Stevens
|
|
|
|
|
||
|
|
|
|
|
||
*
|
|
Director
|
|
March 13, 2013
|
||
Daryl J. White
|
|
|
|
|
*By:
|
|
/s/ JOHN P. BREEDLOVE
|
|
|
|
|
|
|
John P. Breedlove
Attorney-in-fact
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
10.54*
|
|
Director Compensation Program, effective May 2, 2005 (as amended effective January 1, 2013)
|
10.55*
|
|
Form of 2011 Stock Incentive Plan Performance Award Agreement for Executive Officers
|
10.61*
|
|
Form of Amended and Restated Severance Agreement with Executive Officers effective for executive officers hired after August 2012
|
21.1
|
|
Subsidiaries of Imation Corp
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
|
Power of Attorney
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
The following financial information from Imation Corp.'s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 13, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010, (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iii) the Consolidated Balance Sheets as of December 31, 2012 and 2011, (iv) the Consolidated Statements of Shareholders' Equity for the years ended December 31, 2012, 2011 and 2010, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, and Notes to Consolidated Financial Statements**
|
Basic Fee
|
$50,000
|
Non-Executive Chairman
|
$ 87,500, in addition to the Basic Fee for service as a member of the Board of Directors.
|
Committee Chair
|
Audit & Finance: $10,000
Compensation: $10,000
Nominating & Governance: $7,500
|
Board Meetings/Teleconferences
|
$ 1,500/$1,000
|
Audit & Finance
Meetings/Teleconferences
|
$ 1,500/$1,000
|
Compensation Committee
Meetings/Teleconferences
|
$ 1,500/$1,000
|
Nomination & Governance
Meetings/Teleconferences
|
$ 1,500/$1,000
|
Annual Stock Based Grants
|
All Eligible Directors: Dollar value $175,000 in options and restricted stock, with 50% as options and 50% as restricted stock (calculated using modified Black-Scholes model)
Non-Executive Chairman: $87,500 in options and restricted stock, with the same division as between options and restricted stock, in addition to the Annual Stock Based Grant for service as a member of the Board of Directors
|
6.
|
280G Provision
.
|
If to the Company:
|
Imation Corp.
|
If to you:
|
_______________________
|
A)
|
Employee must return all Imation property currently in Employee's possession, including, but not limited to, all notes, memoranda, correspondence, files, notebooks, technical charts or diagrams, customer lists or information, sales and marketing information, computer recorded information, software, equipment, materials, keys and credit cards. Employee acknowledges that this obligation is continuing and agrees to promptly return to Imation any subsequently discovered property as described above.
|
B)
|
Employee also agrees to repay to Imation the amount of any permanent or temporary advances or other monies due and owing Imation, and to pay off the remaining balance on his/her corporate credit cards. If Employee fails to make such payments as of the date he/she signs this Agreement, Employee agrees that Imation may deduct any monies owed from the Agreement payments, if no other written arrangements are made for repayment by the date this Agreement is signed.
|
D)
|
Employee agrees that, for a period of two years after termination of employment with Imation:
|
i
|
Employee will inform any new employer, prior to accepting employment, of the existence of this provision of the Confidential General Release and provide such employer with a copy thereof.
|
ii.
|
Employee agrees not to directly or indirectly, render services to any Conflicting Organization in the United States or in any country in which Imation has a plant for manufacturing a product upon which Employee worked during employment by Imation, except that Employee may accept employment with a large Conflicting Organization whose business is diversified (and which has separate and distinct divisions), and which as to part of its business is not a Conflicting Organization, provided Imation, prior to Employee accepting such employment, shall receive separate written assurances satisfactory to Imation from such Conflicting Organization and from Employee that Employee will not render services directly or indirectly in connection with the development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of any Conflicting Product.
|
E)
|
Employee also agrees that following Employee's termination from Imation, Employee will not make disparaging remarks about Imation and will not interfere with Imation's business relationships with its customers, vendors, or distributors.
|
F)
|
Employee further agrees that Employee will not solicit Imation employees, either on behalf of Employee or any third party, to resign from Imation to work for Employee or any third party.
|
G)
|
As further consideration for this Agreement, Employee agrees that if requested by Imation, Employee will make himself/herself available at reasonable times to assist and cooperate with Imation in the litigation of any lawsuits or claims, and agrees to be available to Imation to testify honestly with regard to such lawsuits or claims if Employee is determined by Imation to be a material witness. Similarly, Employee agrees that he/she will decline to voluntarily aid, assist, or cooperate with any parties who are involved in claims or lawsuits by or against Imation, or with their attorneys or agents; and will notify Imation when and if the Employee is contacted by other parties or their attorneys or agents involving claims or lawsuits by or against Imation. It is understood and intended that nothing in this paragraph shall prevent Employee from honestly testifying at a legal proceeding in response to a lawful and properly served subpoena in a proceeding involving Imation.
|
H)
|
Employee agrees that Imation shall be entitled to injunctive and other equitable relief to prevent a breach or threatened breach of the provisions of this Agreement, without the necessity of proving actual damages. Such injunctive relief shall be in addition to any other damages that may be available at law. Employee also acknowledges that if Imation is required to bring an action to enforce its rights under this Agreement, it shall be entitled to recover its attorney's fees and costs associated with such an action, if Imation prevails.
|
A)
|
Employee agrees that Employee's Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
|
B)
|
Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee and also binds Employee's heirs, executors, administrators, assigns, agents, partners and successors in interest.
|
C)
|
Employee agrees that this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's rights or of any statutory or other legal obligation.
|
D)
|
Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
|
E)
|
Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
|
F)
|
Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 1 Imation Way, Oakdale, Minnesota 55128, telephone (651) 704-5516 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its terms.
|
G)
|
This Agreement and the Amended and Restated Severance Agreement contain the entire understanding between Employee and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
|
H)
|
Employee agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental agency related to any such charge.
|
I)
|
Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept this Agreement and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
|
J)
|
Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows:
|
K)
|
In case any part of this Agreement is held invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected in any way, it being intended that the provisions of this Agreement are severable, EXCEPT THAT, if paragraph 2 of this Agreement is held invalid, illegal, or unenforceable, this Agreement is voidable, and, if Employee seeks to void this Agreement, Employee understands and agrees that Employee will repay the total amount of consideration paid to Employee under this Agreement.
|
L)
|
Any dispute arising between Employee and Imation under this Agreement will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association before an arbitrator mutually selected by the parties. In the event that the parties cannot agree on an arbitrator, the parties agree to submit the dispute before an arbitrator selected by the Chief Judge of Ramsey County Court. The Arbitration shall be conducted in St. Paul, Minnesota and shall be final and binding on both parties. The expenses of the neutral arbitrator(s) and any court reporter shall be equally divided between Employee and Imation.
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M)
|
The agreement will be governed by and construed and interpreted according to the laws of the State of Minnesota.
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N)
|
Nothing in this Agreement shall be deemed to terminate or reduce in any way any right Employee might have to indemnification from Imation under the provisions of the Delaware General Corporation Law and Imation's Restated Certificate of Incorporation and Bylaws, each as in effect on the date of employment termination, for acts, omissions or events that occurred or are alleged to have occurred prior to the date of termination of employment.
|
By:
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By:
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Date:
|
Date:
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Subsidiaries of Imation Corp.
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|||||
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Country or State in Which Subsidiary was Organized
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Percentage of Ownership
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Imation Enterprises Corp
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U.S.
|
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100
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Imation Latin America Corp
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U.S.
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100
|
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Imation Mexico S.A. de C.V.
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Mexico
|
|
100
|
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Imation do Brasil Ltda
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Brazil
|
|
100
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Imation Chile S.A.
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|
Chile
|
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100
|
|
Imation Latin America Marketing S.A.
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Panama
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|
100
|
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Imation Mercosur Trading S.A.
|
|
Uruguay
|
|
100
|
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Imation Funding Corp
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U.S.
|
|
100
|
|
Imation Government LLC
|
|
U.S.
|
|
100
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|
Memorex Products Inc.
|
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U.S.
|
|
100
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Imation Online Services Corporation
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U.S.
|
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100
|
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IMN Data Storage LLC
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|
U.S.
|
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100
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Imation Data Storage Holdings CV
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Netherlands
|
|
100
|
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Imation Holding BV
|
|
Netherlands
|
|
100
|
|
Imation Europe BV
|
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Netherlands
|
|
100
|
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TME GmbH
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Germany
|
|
100
|
|
Imation U.K. Limited
|
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United Kingdom
|
|
100
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Imation S.r.l.
|
|
Italy
|
|
100
|
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Imation Middle East FZE
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United Arab Emirates
|
|
100
|
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Imation Polska Sp. Z.O.O.
|
|
Poland
|
|
100
|
|
Imation Holdings Pte Ltd.
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Singapore
|
|
100
|
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Imation Asia Pacific Pte Ltd.
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Singapore
|
|
100
|
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Imation ANZ Pty Ltd.
|
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Australia
|
|
100
|
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Imation Singapore Pte Ltd.
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Singapore
|
|
100
|
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Imation (Malaysia) SDN BHD
|
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Malaysia
|
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100
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Imation India Private Ltd.
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India
|
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100
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Imation Corporation Japan
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Japan
|
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100
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Imation Korea, Inc.
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South Korea
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100
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Imation Hong Kong Ltd.
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Hong Kong
|
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100
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Imation (Shanghai) Co. Ltd.
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China
|
|
100
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Imation (Guangzhou) International Co. Ltd.
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China
|
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100
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Imation Information Technology (Beijing) Ltd.
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China
|
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100
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Imation Taiwan Ltd.
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Taiwan
|
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100
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Memorex Products (Taiwan) Inc.
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Taiwan
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100
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Imation (Thailand) Ltd.
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Thailand
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100
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Imation Argentina S.A.C.I.F.I.A.
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Argentina
|
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100
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Imation Colombia S.A.
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Colombia
|
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100
|
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Imation Canada Inc.
|
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Canada
|
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100
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Imation Ireland Ltd.
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Ireland
|
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100
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Nexsan Corporation
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U.S.
|
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100
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Nexsan Technologies, Inc.
|
|
U.S.
|
|
100
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Nexsan Technologies Limited
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United Kingdom
|
|
100
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Nexsan Technologies Canada Inc
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Canada
|
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100
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Global Data Media FZ-LLC
|
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United Arab Emirates
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51*
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MBI International FZ-LLC
|
|
United Arab Emirates
|
|
51*
|
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MBI International Services Private Ltd.
|
|
India
|
|
51*
|
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MBI India Marketing Private Ltd.
|
|
India
|
|
51*
|
|
Glyphics Media, Inc.
|
|
U.S.
|
|
51*
|
*
|
Global Data Media FZ-LLC and its subsidiaries are joint ventures.
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|
|
|
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Name
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Title
|
Date
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|
|
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/s/ SCOTT J. ROBINSON
Scott J. Robinson
|
Vice President, Corporate Controller and
Chief Accounting Officer
(Principal Accounting Officer)
|
February 8, 2013
|
|
|
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/s/ DAVID P. BERG
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Director
|
February 8, 2013
|
David P. Berg
|
|
|
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|
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/s/ THEODORE H. BUNTING, JR.
|
Director
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February 8, 2013
|
Theodore Bunting, Jr
|
|
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/s/ CHARLES A. HAGGERTY
|
Director
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February 8, 2013
|
Charles A. Haggerty
|
|
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/s/ WILLIAM G. LAPERCH
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Director
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February 8, 2013
|
William LaPerch
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|
|
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|
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/s/ L. WHITE MATTHEWS, III
|
Director
|
February 8, 2013
|
L. White Matthews, III
|
|
|
|
|
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/s/ TRUDY A. RAUTIO
|
Director
|
February 8, 2013
|
Trudy A. Rautio
|
|
|
|
|
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/s/ DAVID B. STEVENS
|
Director
|
February 8, 2013
|
David B. Stevens
|
|
|
|
|
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/s/ DARYL J. WHITE
|
Director
|
February 8, 2013
|
Daryl J. White
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Imation Corp.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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 internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and 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 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 report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this 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 the registrant's board of directors (or persons performing the equivalent functions):
|
(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.
|
By:
|
/s/ MARK E. LUCAS
|
|
Mark E. Lucas,
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Imation Corp.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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 internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and 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 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 report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this 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 the registrant's board of directors (or persons performing the equivalent functions):
|
(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.
|
By:
|
/s/ PAUL R. ZELLER
|
|
Paul R. Zeller,
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ MARK E. LUCAS
|
Mark E. Lucas,
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ PAUL R. ZELLER
|
Paul R. Zeller
|
Senior Vice President and Chief Financial Officer
|