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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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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
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55128
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
R
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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PAGE
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EX-101
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2013
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2012
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2013
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2012
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Net revenue
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$
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211.7
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$
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249.2
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$
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436.1
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$
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512.5
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Cost of goods sold
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156.5
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199.6
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338.8
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409.3
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Gross profit
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55.2
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49.6
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97.3
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103.2
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Operating expenses:
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Selling, general and administrative
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46.5
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47.3
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95.8
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99.6
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Research and development
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4.3
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5.5
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9.7
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11.1
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Restructuring and other
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4.4
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4.3
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6.5
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5.6
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Total
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55.2
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57.1
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112.0
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116.3
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Operating loss
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—
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(7.5
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)
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(14.7
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(13.1
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)
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Other expense (income):
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Interest income
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—
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(0.2
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—
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(0.3
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Interest expense
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0.6
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0.9
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1.3
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1.8
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Other, net
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0.1
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1.1
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(0.1
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2.6
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Total
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0.7
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1.8
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1.2
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4.1
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Loss from continuing operations before income taxes
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(0.7
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(9.3
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(15.9
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(17.2
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Income tax provision
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1.1
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0.2
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1.5
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1.5
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Loss from continuing operations
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(1.8
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(9.5
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(17.4
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(18.7
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Discontinued operations:
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Loss from operations of discontinued businesses, net of income taxes
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(3.3
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(2.5
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(8.8
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(5.5
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Net loss
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$
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(5.1
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$
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(12.0
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$
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(26.2
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$
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(24.2
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Loss per common share — basic:
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Continuing operations
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$
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(0.04
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$
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(0.25
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$
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(0.43
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$
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(0.50
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Discontinued operations
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(0.08
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(0.07
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(0.22
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(0.15
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Net loss
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(0.13
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(0.32
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(0.65
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(0.64
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Loss per common share — diluted:
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Continuing operations
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$
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(0.04
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$
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(0.25
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$
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(0.43
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$
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(0.50
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Discontinued operations
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(0.08
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(0.07
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(0.22
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(0.15
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Net loss
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(0.13
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(0.32
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(0.65
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(0.64
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Weighted average shares outstanding — basic:
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40.5
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37.7
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40.5
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37.6
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Weighted average shares outstanding — diluted:
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40.5
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37.7
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40.5
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37.6
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2013
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2012
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2013
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2012
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Net loss
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$
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(5.1
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$
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(12.0
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$
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(26.2
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$
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(24.2
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Other comprehensive loss, net of tax:
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Net unrealized (losses) gains on derivative financial instruments:
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Net holding gains (losses) arising during the period
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1.8
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(0.4
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4.6
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0.9
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Reclassification adjustment for net realized gains included in net loss
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(1.9
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(0.3
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(3.2
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(0.7
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Total net unrealized (losses) gains on derivative financial instruments
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(0.1
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(0.7
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1.4
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0.2
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Net pension adjustments:
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Reclassification of adjustments for defined benefit plans recorded in net loss
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0.5
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0.3
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0.9
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0.5
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Unrealized foreign currency translation losses
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(6.7
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(2.4
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(10.9
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(1.8
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Total other comprehensive loss, net of tax
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(6.3
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(2.8
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(8.6
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(1.1
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Comprehensive loss
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$
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(11.4
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)
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$
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(14.8
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$
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(34.8
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)
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$
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(25.3
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)
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June 30,
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December 31,
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||||
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2013
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2012
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||||
Assets
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Current assets
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Cash and cash equivalents
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$
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94.4
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$
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108.7
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Accounts receivable, net
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158.0
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220.8
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Inventories
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124.9
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166.0
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Other current assets
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82.1
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61.6
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Total current assets
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459.4
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557.1
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Property, plant and equipment, net
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54.2
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58.9
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Intangible assets, net
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73.0
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81.9
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Goodwill
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70.4
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73.5
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Other assets
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22.3
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22.1
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Total assets
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$
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679.3
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$
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793.5
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Liabilities and Shareholders’ Equity
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Current liabilities
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Accounts payable
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$
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120.5
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$
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162.7
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Short-term debt
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20.0
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20.0
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Other current liabilities
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120.3
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158.4
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Total current liabilities
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260.8
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341.1
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Other liabilities
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47.8
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52.0
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Total liabilities
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308.6
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393.1
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|
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Commitments and contingencies (Note 15)
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Shareholders’ equity
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370.7
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400.4
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|
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Total liabilities and shareholders’ equity
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$
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679.3
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$
|
793.5
|
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Six Months Ended
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||||||
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June 30,
|
||||||
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2013
|
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2012
|
||||
Cash Flows from Operating Activities:
|
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|
||||
Net loss
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$
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(26.2
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)
|
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$
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(24.2
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)
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Adjustments to reconcile net income to net cash used in operating activities:
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||||
Depreciation and amortization
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12.4
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18.7
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Stock-based compensation
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3.2
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3.6
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Other, net
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(1.8
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)
|
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1.7
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|
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Changes in operating assets and liabilities
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4.7
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(1.7
|
)
|
||
Net cash used in operating activities
|
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(7.7
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)
|
|
(1.9
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)
|
||
Cash Flows from Investing Activities:
|
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|
|
|
||||
Capital expenditures
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(3.5
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)
|
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(5.1
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)
|
||
Purchase price adjustment
|
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1.6
|
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|
—
|
|
||
Proceeds from sale of assets
|
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0.2
|
|
|
1.4
|
|
||
Net cash used in investing activities
|
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(1.7
|
)
|
|
(3.7
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)
|
||
Cash Flows from Financing Activities:
|
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|
||||
Purchase of treasury stock
|
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(2.5
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)
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(2.4
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)
|
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Debt issuance costs
|
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—
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(1.9
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)
|
||
Contingent consideration payments
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(0.5
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)
|
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(1.2
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)
|
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Net cash used in financing activities
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(3.0
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)
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(5.5
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)
|
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Effect of exchange rate changes on cash and cash equivalents
|
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(1.9
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)
|
|
(0.9
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)
|
||
Net change in cash and cash equivalents
|
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(14.3
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)
|
|
(12.0
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)
|
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Cash and cash equivalents — beginning of period
|
|
108.7
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|
|
223.1
|
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Cash and cash equivalents — end of period
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$
|
94.4
|
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$
|
211.1
|
|
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Three Months Ended
|
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Six Months Ended
|
||||||||||||
|
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June 30,
|
|
June 30,
|
||||||||||||
(In millions, except for per share amounts)
|
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2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator:
|
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|
||||||||
Loss from continuing operations
|
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$
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(1.8
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
(17.4
|
)
|
|
$
|
(18.7
|
)
|
Loss from discontinued operations
|
|
(3.3
|
)
|
|
(2.5
|
)
|
|
(8.8
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)
|
|
(5.5
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)
|
||||
Net loss
|
|
$
|
(5.1
|
)
|
|
$
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(12.0
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)
|
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$
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(26.2
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)
|
|
$
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(24.2
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)
|
Denominator:
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||||||||
Weighted average number of common shares outstanding during the period
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40.5
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|
37.7
|
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|
40.5
|
|
|
37.6
|
|
||||
Dilutive effect of stock-based compensation plans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average number of diluted shares outstanding during the period
|
|
40.5
|
|
|
37.7
|
|
|
40.5
|
|
|
37.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) earnings per common share — basic
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.50
|
)
|
Discontinued operations
|
|
(0.08
|
)
|
|
(0.07
|
)
|
|
(0.22
|
)
|
|
(0.15
|
)
|
||||
Net loss
|
|
(0.13
|
)
|
|
(0.32
|
)
|
|
(0.65
|
)
|
|
(0.64
|
)
|
||||
(Loss) earnings per common share — diluted
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.50
|
)
|
Discontinued operations
|
|
(0.08
|
)
|
|
(0.07
|
)
|
|
(0.22
|
)
|
|
(0.15
|
)
|
||||
Net loss
|
|
(0.13
|
)
|
|
(0.32
|
)
|
|
(0.65
|
)
|
|
(0.64
|
)
|
||||
Anti-dilutive shares excluded from calculation
|
|
6.2
|
|
|
6.4
|
|
|
6.5
|
|
|
6.2
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net revenue
|
|
$
|
12.2
|
|
|
$
|
21.4
|
|
|
$
|
23.4
|
|
|
$
|
39.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from operations of discontinued businesses, before income taxes
|
|
$
|
(3.3
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(8.8
|
)
|
|
$
|
(6.1
|
)
|
Income tax benefit
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||
Discontinued operations
|
|
$
|
(3.3
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(8.8
|
)
|
|
$
|
(5.5
|
)
|
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
|
2013
|
|
2012
|
||||
Accounts Receivable
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
173.9
|
|
|
$
|
238.8
|
|
Less reserves and allowances
1
|
|
(15.9
|
)
|
|
(18.0
|
)
|
||
Accounts receivable, net
|
|
$
|
158.0
|
|
|
$
|
220.8
|
|
Inventories
|
|
|
|
|
||||
Finished goods
|
|
$
|
112.4
|
|
|
$
|
146.9
|
|
Work in process
|
|
5.7
|
|
|
6.4
|
|
||
Raw materials and supplies
|
|
6.8
|
|
|
12.7
|
|
||
Total inventories
|
|
$
|
124.9
|
|
|
$
|
166.0
|
|
Other Current Assets
|
|
|
|
|
||||
Non-trade receivables
|
|
$
|
17.8
|
|
|
$
|
15.1
|
|
Deferred income taxes
|
|
3.4
|
|
|
4.7
|
|
||
Prepaid expenses
|
|
4.3
|
|
|
5.4
|
|
||
Hedging asset
|
|
6.9
|
|
|
5.5
|
|
||
Assets held for sale
2
|
|
24.2
|
|
|
2.5
|
|
||
Restricted cash
|
|
2.2
|
|
|
7.5
|
|
||
Other
|
|
23.3
|
|
|
20.9
|
|
||
Total other current assets
|
|
$
|
82.1
|
|
|
$
|
61.6
|
|
Property, Plant and Equipment
|
|
|
|
|
||||
Property, plant and equipment
|
|
$
|
221.7
|
|
|
$
|
222.6
|
|
Less accumulated depreciation
|
|
(167.5
|
)
|
|
(163.7
|
)
|
||
Property, plant and equipment, net
|
|
$
|
54.2
|
|
|
$
|
58.9
|
|
|
|
June 30,
|
|
December 31,
|
||||
(In millions)
|
|
2013
|
|
2012
|
||||
Other Assets
|
|
|
|
|
||||
Deferred income taxes
|
|
$
|
10.9
|
|
|
$
|
9.3
|
|
Pension assets
|
|
6.2
|
|
|
6.6
|
|
||
Credit facility fees
|
|
2.1
|
|
|
2.3
|
|
||
Other
|
|
3.1
|
|
|
3.9
|
|
||
Total other assets
|
|
$
|
22.3
|
|
|
$
|
22.1
|
|
Other Current Liabilities
|
|
|
|
|
||||
Rebates
|
|
$
|
31.4
|
|
|
$
|
44.8
|
|
Accrued European consumer copyright levies
|
|
17.6
|
|
|
27.7
|
|
||
Accrued payroll
|
|
12.6
|
|
|
11.4
|
|
||
Accrued royalties
|
|
6.5
|
|
|
7.5
|
|
||
Deferred revenue
|
|
7.7
|
|
|
6.9
|
|
||
Accrued employee severance and related
|
|
7.2
|
|
|
16.7
|
|
||
Hedging liability
|
|
0.3
|
|
|
1.3
|
|
||
Other
|
|
37.0
|
|
|
42.1
|
|
||
Total other current liabilities
|
|
$
|
120.3
|
|
|
$
|
158.4
|
|
Other Liabilities
|
|
|
|
|
||||
Pension liabilities
|
|
$
|
24.6
|
|
|
$
|
28.1
|
|
Deferred revenue
|
|
2.5
|
|
|
2.5
|
|
||
Deferred income taxes
|
|
3.4
|
|
|
2.1
|
|
||
Other
|
|
17.3
|
|
|
19.3
|
|
||
Total other liabilities
|
|
$
|
47.8
|
|
|
$
|
52.0
|
|
(In millions)
|
|
Trade Names
|
|
Software
|
|
Customer Relationships
|
|
Other
|
|
Total
|
||||||||||
June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross carrying amount
|
|
$
|
34.2
|
|
|
$
|
57.8
|
|
|
$
|
20.2
|
|
|
$
|
26.4
|
|
|
$
|
138.6
|
|
Accumulated amortization
|
|
(6.9
|
)
|
|
(52.3
|
)
|
|
(1.4
|
)
|
|
(5.0
|
)
|
|
(65.6
|
)
|
|||||
Intangible assets, net
|
|
$
|
27.3
|
|
|
$
|
5.5
|
|
|
$
|
18.8
|
|
|
$
|
21.4
|
|
|
$
|
73.0
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross carrying amount
|
|
$
|
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
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Amortization expense
|
|
$
|
3.3
|
|
|
$
|
7.3
|
|
|
$
|
6.9
|
|
|
$
|
14.5
|
|
(In millions)
|
|
2013 (Remainder)
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
Amortization expense
|
|
$
|
7.2
|
|
|
$
|
12.7
|
|
|
$
|
11.2
|
|
|
$
|
9.2
|
|
|
$
|
8.2
|
|
|
$
|
6.5
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Restructuring
|
|
|
|
|
|
|
|
|
||||||||
Severance and related
|
|
$
|
0.6
|
|
|
$
|
2.4
|
|
|
$
|
1.2
|
|
|
$
|
2.8
|
|
Lease termination costs
|
|
0.5
|
|
|
0.5
|
|
|
0.6
|
|
|
0.5
|
|
||||
Gain on sale of fixed assets held for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||
Other
|
|
0.5
|
|
|
0.2
|
|
|
1.3
|
|
|
1.1
|
|
||||
Total restructuring
|
|
$
|
1.6
|
|
|
$
|
3.1
|
|
|
$
|
3.1
|
|
|
$
|
3.7
|
|
Other
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration fair value adjustment
|
|
(0.3
|
)
|
|
(2.8
|
)
|
|
(0.4
|
)
|
|
(2.8
|
)
|
||||
Intangible asset abandonment
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||
Acquisition and integration related costs
|
|
0.8
|
|
|
0.8
|
|
|
1.2
|
|
|
1.2
|
|
||||
Pension settlement
|
|
1.5
|
|
|
1.5
|
|
|
1.5
|
|
|
1.5
|
|
||||
Other
|
|
0.8
|
|
|
0.4
|
|
|
1.1
|
|
|
0.7
|
|
||||
Total
|
|
$
|
4.4
|
|
|
$
|
4.3
|
|
|
$
|
6.5
|
|
|
$
|
5.6
|
|
(In millions)
|
|
Severance and Related
|
|
Lease Termination Costs
|
|
Other
|
|
Total
|
||||||||
Accrued balance at December 31, 2012
|
|
$
|
15.4
|
|
|
$
|
0.5
|
|
|
$
|
1.0
|
|
|
$
|
16.9
|
|
Charges
|
|
1.7
|
|
|
0.1
|
|
|
0.8
|
|
|
2.6
|
|
||||
Usage and payments
|
|
(5.0
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(5.3
|
)
|
||||
Currency impacts
|
|
(0.2
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||
Accrued balance at March 31, 2013
|
|
$
|
11.9
|
|
|
$
|
0.5
|
|
|
$
|
1.5
|
|
|
$
|
13.9
|
|
Charges
|
|
0.9
|
|
|
0.5
|
|
|
0.5
|
|
|
1.9
|
|
||||
Usage and payments
|
|
(6.5
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(7.1
|
)
|
||||
Currency impacts
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Accrued balance at June 30, 2013
|
|
$
|
6.4
|
|
|
$
|
0.7
|
|
|
$
|
1.6
|
|
|
$
|
8.7
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Stock compensation expense
|
|
$
|
1.4
|
|
|
$
|
1.7
|
|
|
$
|
3.2
|
|
|
$
|
3.6
|
|
|
|
Stock Options
|
|
Weighted Average Exercise Price
|
|||
Outstanding December 31, 2012
|
|
5,818,472
|
|
|
$
|
16.57
|
|
Granted
|
|
1,026,674
|
|
|
3.85
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
Canceled
|
|
(917,002
|
)
|
|
25.99
|
|
|
Forfeited
|
|
(300,896
|
)
|
|
7.70
|
|
|
Outstanding June 30, 2013
|
|
5,627,248
|
|
|
$
|
13.18
|
|
Exercisable as of June 30, 2013
|
|
3,480,411
|
|
|
$
|
17.81
|
|
|
2013
|
|
Volatility
|
42.8
|
%
|
Risk-free interest rate
|
1.0
|
%
|
Expected life (months)
|
72
|
|
Dividend yield
|
—
|
|
|
|
Restricted Stock
|
|
Weighted Average Grant Date Fair Value Per Share
|
|||
Nonvested as of December 31, 2012
|
|
1,025,804
|
|
|
$
|
7.12
|
|
Granted
|
|
837,443
|
|
|
3.75
|
|
|
Vested
|
|
(501,023
|
)
|
|
7.21
|
|
|
Forfeited
|
|
(70,965
|
)
|
|
7.27
|
|
|
Nonvested as of June 30, 2013
|
|
1,291,259
|
|
|
$
|
4.90
|
|
|
|
United States
|
|
International
|
|
United States
|
|
International
|
||||||||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
||||||||
Expected return on plan assets
|
|
(1.2
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
||||||||
Amortization of net actuarial loss
|
|
0.5
|
|
|
0.3
|
|
|
0.1
|
|
|
0.1
|
|
|
0.9
|
|
|
0.6
|
|
|
0.2
|
|
|
0.2
|
|
||||||||
Net periodic pension cost (credit)
|
|
$
|
0.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Settlement
|
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||||||
Total pension cost
|
|
$
|
1.6
|
|
|
$
|
1.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
1.4
|
|
|
$
|
0.8
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(In millions)
|
|
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)
|
||||||||||||
Derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency option contracts
|
|
$
|
—
|
|
|
$
|
6.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
Foreign currency forward contracts
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Derivative liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency option contracts
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
||||||
Foreign currency forward contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
6.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||
(In millions)
|
|
Notional Amount
|
|
Other Current Assets
|
|
Other Current Liabilities
|
|
Notional Amount
|
|
Other Current Assets
|
|
Other Current Liabilities
|
||||||||||||
Cash flow hedges designated as hedging instruments
|
|
$
|
119.8
|
|
|
$
|
6.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
248.6
|
|
|
$
|
5.5
|
|
|
$
|
(1.3
|
)
|
Other hedges not receiving hedge accounting
|
|
51.1
|
|
|
—
|
|
|
—
|
|
|
46.5
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
170.9
|
|
|
$
|
6.9
|
|
|
$
|
(0.3
|
)
|
|
$
|
295.1
|
|
|
$
|
5.5
|
|
|
$
|
(1.3
|
)
|
(In millions)
|
|
MXI Security
|
|
Encryptx
|
|
Total
|
||||||
Balance as of December 31, 2012
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
1.2
|
|
Fair value adjustment
|
|
(0.1
|
)
|
|
0.2
|
|
|
0.1
|
|
|||
Payments
|
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Balance as of March 31, 2012
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Fair value adjustment
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
Balance as of June 30, 2012
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
|
Treasury Shares
|
|
Balance as of December 31, 2012
|
|
1,563,321
|
|
Purchases
|
|
616,581
|
|
Exercise of stock options
|
|
—
|
|
Restricted stock grants and other
|
|
(666,113
|
)
|
401(k) matching contribution
|
|
(295,996
|
)
|
Balance as of June 30, 2013
|
|
1,217,793
|
|
(In millions)
|
|
Gains (Losses) on Derivative Financial Instruments
|
|
Defined Benefit Plans
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
Balance as of December 31, 2012
|
|
$
|
2.7
|
|
|
$
|
(27.8
|
)
|
|
$
|
(49.1
|
)
|
|
$
|
(74.2
|
)
|
Other comprehensive (loss) income before reclassifications, net of tax
1
|
|
4.6
|
|
|
—
|
|
|
(10.9
|
)
|
|
(6.3
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss, net of tax
|
|
(3.2
|
)
|
|
0.9
|
|
|
—
|
|
|
(2.3
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
1.4
|
|
|
0.9
|
|
|
(10.9
|
)
|
|
(8.6
|
)
|
||||
Balance as of June 30, 2013
|
|
$
|
4.1
|
|
|
$
|
(26.9
|
)
|
|
$
|
(60.0
|
)
|
|
$
|
(82.8
|
)
|
(In millions)
|
|
Amounts Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Statement Where Net Loss is Presented
|
||
|
|
|
|
|
||
(Gains) Losses on cash flow hedges
|
|
$
|
(5.2
|
)
|
|
Cost of goods sold
|
|
|
2.0
|
|
|
Income tax provision
|
|
|
|
(3.2
|
)
|
|
Net of tax
|
|
Amortization of net actuarial loss
|
|
0.9
|
|
|
Selling, general and administrative
|
|
|
|
—
|
|
|
Income tax provision
|
|
|
|
0.9
|
|
|
Net of tax
|
|
Total reclassifications for the period
|
|
$
|
(2.3
|
)
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net Revenue
|
|
|
|
|
|
|
|
|
||||||||
Consumer Storage and Accessories
|
|
|
|
|
|
|
|
|
||||||||
Consumer storage media
|
|
$
|
107.3
|
|
|
$
|
151.1
|
|
|
$
|
221.5
|
|
|
$
|
303.8
|
|
Audio and accessories
|
|
9.6
|
|
|
9.4
|
|
|
17.2
|
|
|
18.8
|
|
||||
Total Consumer Storage and Accessories
|
|
116.9
|
|
|
160.5
|
|
|
238.7
|
|
|
322.6
|
|
||||
Tiered Storage and Security Solutions
|
|
|
|
|
|
|
|
|
||||||||
Commercial storage media
|
|
61.8
|
|
|
75.1
|
|
|
128.7
|
|
|
161.3
|
|
||||
Storage and security solutions
|
|
33.0
|
|
|
13.6
|
|
|
68.7
|
|
|
28.6
|
|
||||
Total Tiered Storage and Security Solutions
|
|
94.8
|
|
|
88.7
|
|
|
197.4
|
|
|
189.9
|
|
||||
Total Net Revenue
|
|
$
|
211.7
|
|
|
$
|
249.2
|
|
|
$
|
436.1
|
|
|
$
|
512.5
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
||||||||
Consumer Storage and Accessories
|
|
$
|
20.8
|
|
|
$
|
16.0
|
|
|
$
|
26.7
|
|
|
$
|
32.6
|
|
Tiered Storage and Security Solutions
|
|
(2.9
|
)
|
|
(6.0
|
)
|
|
(5.9
|
)
|
|
$
|
(12.5
|
)
|
|||
Total segment operating income
|
|
17.9
|
|
|
10.0
|
|
|
20.8
|
|
|
20.1
|
|
||||
Corporate and unallocated
|
|
(17.9
|
)
|
|
(17.5
|
)
|
|
(35.5
|
)
|
|
(33.2
|
)
|
||||
Total operating loss
|
|
—
|
|
|
(7.5
|
)
|
|
(14.7
|
)
|
|
(13.1
|
)
|
||||
Interest income
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
Interest expense
|
|
0.6
|
|
|
0.9
|
|
|
1.3
|
|
|
1.8
|
|
||||
Other, net
|
|
0.1
|
|
|
1.1
|
|
|
(0.1
|
)
|
|
2.6
|
|
||||
Loss from continuing operations before income taxes
|
|
$
|
(0.7
|
)
|
|
$
|
(9.3
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(17.2
|
)
|
•
|
Net revenue from continuing operations of
$211.7 million
for the
three
months ended
June 30, 2013
was down
15.0 percent
compared with
$249.2 million
in the same period last year.
|
•
|
Operating income from continuing operations was break-even for the
three
months ended
June 30, 2013
, compared with an operating loss of
$7.5 million
in the same period last year. Operating income for the three months ended June 30, 2013 included the reversal of an accrual of $13.6 million for copyright levies as a result of an Italian court ruling (See Note 15 -
Litigation, Commitments and Contingencies
in the Notes to Condensed Consolidated Financial Statements).
|
•
|
Diluted loss per share from continuing operations was $0.04 for the
three
months ended
June 30, 2013
compared with a diluted loss per share of $0.25 for the same period last year.
|
•
|
Net revenue from continuing operations of
$436.1 million
for the six months ended
June 30, 2013
was down
14.9 percent
compared with
$512.5 million
in the same period last year.
|
•
|
Operating loss from continuing operations was
$14.7 million
for the six months ended
June 30, 2013
compared with an operating loss of
$13.1 million
in the same period last year. Operating loss for the six months ended June 30, 2013 included the reversal of an accrual of $13.6 million for copyright levies as a result of an Italian court ruling (See Note 15 -
Litigation, Commitments and Contingencies
in the Notes to Condensed Consolidated Financial Statements).
|
•
|
Diluted loss per share from continuing operations was $0.43 for the six months ended
June 30, 2013
compared with a diluted loss per share of $0.50 for the same period last year.
|
•
|
Cash and cash equivalents totaled
$94.4 million
as of
June 30, 2013
compared with
$108.7 million
at
December 31, 2012
.
|
•
|
Cash used in operating activities was
$7.7 million
for the six months ended
June 30, 2013
compared with cash used in operating activities of
$1.9 million
in the same period last year.
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Net revenue
|
|
$
|
211.7
|
|
|
$
|
249.2
|
|
|
(15.0
|
)%
|
|
$
|
436.1
|
|
|
$
|
512.5
|
|
|
(14.9
|
)%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Gross profit
|
|
$
|
55.2
|
|
|
$
|
49.6
|
|
|
11.3
|
%
|
|
$
|
97.3
|
|
|
$
|
103.2
|
|
|
(5.7
|
)%
|
Gross margin
|
|
26.1
|
%
|
|
19.9
|
%
|
|
|
|
22.3
|
%
|
|
20.1
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Selling, general and administrative
|
|
$
|
46.5
|
|
|
$
|
47.3
|
|
|
(1.7
|
)%
|
|
$
|
95.8
|
|
|
$
|
99.6
|
|
|
(3.8
|
)%
|
As a percent of revenue
|
|
22.0
|
%
|
|
19.0
|
%
|
|
|
|
22.0
|
%
|
|
19.4
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Research and development
|
|
$
|
4.3
|
|
|
$
|
5.5
|
|
|
(21.8
|
)%
|
|
$
|
9.7
|
|
|
$
|
11.1
|
|
|
(12.6
|
)%
|
As a percent of revenue
|
|
2.0
|
%
|
|
2.2
|
%
|
|
|
|
2.2
|
%
|
|
2.2
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Restructuring and other
|
|
$
|
4.4
|
|
|
$
|
4.3
|
|
|
2.3
|
%
|
|
$
|
6.5
|
|
|
$
|
5.6
|
|
|
16.1
|
%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Operating loss
|
|
$
|
—
|
|
|
$
|
(7.5
|
)
|
|
(100.0
|
)%
|
|
$
|
(14.7
|
)
|
|
$
|
(13.1
|
)
|
|
12.2
|
%
|
As a percent of revenue
|
|
—
|
%
|
|
(3.0
|
)%
|
|
|
|
(3.4
|
)%
|
|
(2.6
|
)%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Interest income
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
(100.0
|
)%
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
(100.0
|
)%
|
Interest expense
|
|
0.6
|
|
|
0.9
|
|
|
(33.3
|
)%
|
|
1.3
|
|
|
1.8
|
|
|
(27.8
|
)%
|
||||
Other, net
|
|
0.1
|
|
|
1.1
|
|
|
(90.9
|
)%
|
|
(0.1
|
)
|
|
2.6
|
|
|
(103.8
|
)%
|
||||
Total
|
|
$
|
0.7
|
|
|
$
|
1.8
|
|
|
(61.1
|
)%
|
|
$
|
1.2
|
|
|
$
|
4.1
|
|
|
(70.7
|
)%
|
As a percent of revenue
|
|
0.3
|
%
|
|
0.7
|
%
|
|
|
|
0.3
|
%
|
|
0.8
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
|||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
|||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
|||||||||||
Income tax provision
|
|
$
|
1.1
|
|
|
$
|
0.2
|
|
|
NM
|
|
$
|
1.5
|
|
|
$
|
1.5
|
|
|
—
|
%
|
Effective tax rate
|
|
NM
|
|
|
(2.2
|
)%
|
|
|
|
(9.4
|
)%
|
|
(8.7
|
)%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Loss from operations of discontinued businesses, net of income taxes
|
|
$
|
(3.3
|
)
|
|
$
|
(2.5
|
)
|
|
32.0
|
%
|
|
$
|
(8.8
|
)
|
|
$
|
(5.5
|
)
|
|
60.0
|
%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Net revenue
|
|
$
|
116.9
|
|
|
$
|
160.5
|
|
|
(27.2
|
)%
|
|
$
|
238.7
|
|
|
$
|
322.6
|
|
|
(26.0
|
)%
|
Operating income
|
|
20.8
|
|
|
16.0
|
|
|
30.0
|
%
|
|
26.7
|
|
|
32.6
|
|
|
(18.1
|
)%
|
||||
As a percent of revenue
|
|
17.8
|
%
|
|
10.0
|
%
|
|
|
|
11.2
|
%
|
|
10.1
|
%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Net revenue
|
|
$
|
94.8
|
|
|
$
|
88.7
|
|
|
6.9
|
%
|
|
$
|
197.4
|
|
|
$
|
189.9
|
|
|
3.9
|
%
|
Operating (loss)
|
|
(2.9
|
)
|
|
(6.0
|
)
|
|
(51.7
|
)%
|
|
(5.9
|
)
|
|
(12.5
|
)
|
|
(52.8
|
)%
|
||||
As a percent of revenue
|
|
(3.1
|
)%
|
|
(6.8
|
)%
|
|
|
|
(3.0
|
)%
|
|
(6.6
|
)%
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
Percent Change
|
|
June 30,
|
|
Percent Change
|
||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
|
2013
|
|
2012
|
|
||||||||||||
Operating loss
|
|
$
|
(17.9
|
)
|
|
$
|
(17.5
|
)
|
|
2.3
|
%
|
|
$
|
(35.5
|
)
|
|
$
|
(33.2
|
)
|
|
6.9
|
%
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
||||
Net loss
|
|
$
|
(26.2
|
)
|
|
$
|
(24.2
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
|
13.8
|
|
|
24.0
|
|
||
Changes in operating assets and liabilities
|
|
4.7
|
|
|
(1.7
|
)
|
||
Net cash used in operating activities
|
|
$
|
(7.7
|
)
|
|
$
|
(1.9
|
)
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
||||
Capital expenditures
|
|
$
|
(3.5
|
)
|
|
$
|
(5.1
|
)
|
Purchase price adjustment
|
|
1.6
|
|
|
—
|
|
||
Proceeds from sale of assets
|
|
0.2
|
|
|
1.4
|
|
||
Net cash provided by (used in) investing activities
|
|
$
|
(1.7
|
)
|
|
$
|
(3.7
|
)
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
||||
Purchase of treasury stock
|
|
$
|
(2.5
|
)
|
|
$
|
(2.4
|
)
|
Contingent consideration payments
|
|
(0.5
|
)
|
|
(1.2
|
)
|
||
Debt issue costs
|
|
—
|
|
|
(1.9
|
)
|
||
Net cash used in financing activities
|
|
$
|
(3.0
|
)
|
|
$
|
(5.5
|
)
|
|
|
|
|
|
|
|
|
(c)
|
|||||
|
|
|
|
|
|
Total Number of
|
|
Maximum Number
|
|||||
|
|
(a)
|
|
(b)
|
|
Shares Purchased
|
|
of Shares that May
|
|||||
|
|
Total Number
|
|
Average
|
|
as Part of Publicly
|
|
Yet Be Purchased
|
|||||
|
|
of Shares
|
|
Price Paid
|
|
Announced Plans
|
|
Under the Plan or
|
|||||
Period
|
|
Purchased
|
|
per Share
|
|
or Programs
|
|
Programs
|
|||||
April 1, 2013 - April 30, 2013
|
|
10,801
|
|
|
$
|
3.67
|
|
|
—
|
|
|
3,763,839
|
|
May 1, 2013 - May 31, 2013
|
|
548,253
|
|
|
3.87
|
|
|
458,307
|
|
|
3,305,532
|
|
|
June 1, 2013 - June 30, 2013
|
|
160,039
|
|
|
4.27
|
|
|
158,274
|
|
|
3,147,258
|
|
|
Total
|
|
719,093
|
|
|
$
|
3.95
|
|
|
616,581
|
|
|
3,147,258
|
|
Exhibit Number
|
|
Description of Exhibit
|
10.1
|
|
Imation Corp. 2011 Stock Incentive Plan, as amended and restated (2013) (incorporated by reference to Exhibit 4.3 of Imation's Registration Statement on Form S-8 (File No. 333-188429) filed on May 8, 2013)
|
10.2
|
|
Director Compensation Program, effective May 2, 2005 (as amended effective May 8, 2013)
|
10.3
|
|
Additional Form of 2011 Stock Incentive Plan Performance Based Restricted Stock Award Agreement for Executive Officers
|
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 Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed with the SEC on August 8, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012, (ii) the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2013 and 2012, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (v) the Notes to Condensed Consolidated Financial Statements.*
|
|
|
|
Imation Corp.
|
Date:
|
August 8, 2013
|
|
/s/ Paul R. Zeller
|
|
|
|
Paul R. Zeller
|
|
|
|
Senior Vice President and Chief Financial Officer
(duly authorized officer and principal financial officer)
|
Exhibit Number
|
|
Description of Exhibit
|
10.1
|
|
Imation Corp. 2011 Stock Incentive Plan, as amended and restated (2013) (incorporated by reference to Exhibit 4.3 of Imation's Registration Statement on Form S-8 (File No. 333-188429) filed on May 8, 2013)
|
10.2
|
|
Director Compensation Program, effective May 2, 2005 (as amended effective May 8, 2013)
|
10.3
|
|
Additional Form of 2011 Stock Incentive Plan Performance Based Restricted Stock Award Agreement for Executive Officers
|
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 Quarterly Report on Form 10-Q for the period ended June 30, 2013, filed with the SEC on August 8, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012, (ii) the Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2013 and 2012, (iii) the Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (v) the Notes to Condensed 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: $25,000
Compensation: $15,000
Nominating & Governance: $10,000
|
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 restricted stock
Non-Executive Chairman: $87,500 in restricted stock, in addition to the Annual Stock Based Grant for service as a member of the Board of Directors
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
August 8, 2013
|
|
|
|
|
|
By:
|
/s/ MARK E. LUCAS
|
|
|
Mark E. Lucas,
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
August 8, 2013
|
|
|
|
|
|
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.
|
August 8, 2013
|
|
|
|
/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.
|
August 8, 2013
|
|
|
|
/s/ PAUL R. ZELLER
|
|
Paul R. Zeller,
|
|
Senior Vice President and Chief Financial Officer
|
|