##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from  to
 Commission File Number: 1-14310
 (IMATION LOGO)
 IMATION CORP.
  Delaware
    
    41-1838504(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1 Imation WayOakdale, Minnesota
    
    55128(Address of principal executive offices)
    
    (Zip Code)
 (651) 704-4000
 Not Applicable
 
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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##### 



IMATION CORP.
TABLE OF CONTENTS
 PAGEPART I
    
    FINANCIAL INFORMATION
    
    
    3ITEM 1.
    
    FINANCIAL STATEMENTS
    
    
    3Condensed Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2010 and 2009
    
    
    3Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009
    
    
    4Condensed Consolidated Statements of Cash Flows for the Six Months Ended June
30, 2010 and 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    19ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    29ITEM 4.
    
    CONTROLS AND PROCEDURES
    
    
    29PART II
    
    OTHER INFORMATION
    
    
    30ITEM 1.
    
    LEGAL PROCEEDINGS
    
    
    30ITEM 1A.
    
    RISK FACTORS
    
    
    30ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    30ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
    
    
    30ITEM 4.
    
    (REMOVED AND RESERVED)
    
    
    30ITEM 5.
    
    OTHER INFORMATION
    
    
    30ITEM 6.
    
    EXHIBITS
    
    
    30SIGNATURE
    
    
    31EXHIBIT INDEX
    
    
    32EX-10.2EX-10.3EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Financial Statements.
 
 IMATION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except for per share amounts)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net revenue
    
    $
    354.4
    
    
    $
    400.0
    
    
    $
    720.2
    
    
    $
    796.5Cost of goods sold
    
    
    295.9
    
    
    
    336.6
    
    
    
    600.0
    
    
    
    666.2Gross profit
    
    
    58.5
    
    
    
    63.4
    
    
    
    120.2
    
    
    
    130.3Operating expenses:Selling, general and administrative
    
    
    51.5
    
    
    
    59.2
    
    
    
    104.6
    
    
    
    123.9Research and development
    
    
    3.9
    
    
    
    4.7
    
    
    
    8.3
    
    
    
    10.0Goodwill impairment
    
    
    23.5
    
    
    
    
    
    
    
    23.5
    
    
    
    Litigation settlement
    
    
    
    
    
    
    49.0
    
    
    
    
    
    
    
    49.0Restructuring and other
    
    
    3.4
    
    
    
    9.8
    
    
    
    7.4
    
    
    
    15.3Total
    
    
    82.3
    
    
    
    122.7
    
    
    
    143.8
    
    
    
    198.2Operating loss
    
    
    (23.8
    )
    
    
    (59.3
    )
    
    
    (23.6
    )
    
    
    (67.9
    )Other (income) and expense:Interest income
    
    
    (0.2
    )
    
    
    (0.2
    )
    
    
    (0.4
    )
    
    
    (0.4
    )Interest expense
    
    
    1.0
    
    
    
    0.3
    
    
    
    2.1
    
    
    
    0.7Other, net
    
    
    2.1
    
    
    
    3.3
    
    
    
    5.0
    
    
    
    10.7Total
    
    
    2.9
    
    
    
    3.4
    
    
    
    6.7
    
    
    
    11.0Loss before income taxes
    
    
    (26.7
    )
    
    
    (62.7
    )
    
    
    (30.3
    )
    
    
    (78.9
    )Income tax benefit
    
    
    (11.0
    )
    
    
    (24.4
    )
    
    
    (12.1
    )
    
    
    (27.9
    )Loss from continuing operations
    
    
    (15.7
    )
    
    
    (38.3
    )
    
    
    (18.2
    )
    
    
    (51.0
    )Discontinued operations:Income (loss) from operations of
discontinued businesses, net of income
taxes
    
    
    
    
    
    
    1.4
    
    
    
    (0.1
    )
    
    
    2.5Income (loss) from discontinued operations
    
    
    
    
    
    
    1.4
    
    
    
    (0.1
    )
    
    
    2.5Net loss
    
    $
    (15.7
    )
    
    $
    (36.9
    )
    
    $
    (18.3
    )
    
    $
    (48.5
    )(Loss) earnings per common share  basic:Continuing operations
    
    $
    (0.42
    )
    
    $
    (1.02
    )
    
    $
    (0.48
    )
    
    $
    (1.36
    )Discontinued operations
    
    
    
    
    
    
    0.04
    
    
    
    
    
    
    
    0.07Net loss
    
    
    (0.42
    )
    
    
    (0.98
    )
    
    
    (0.49
    )
    
    
    (1.29
    )(Loss) earnings per common share  diluted:Continuing operations
    
    $
    (0.42
    )
    
    $
    (1.02
    )
    
    $
    (0.48
    )
    
    $
    (1.36
    )Discontinued operations
    
    
    
    
    
    
    0.04
    
    
    
    
    
    
    
    0.07Net loss
    
    
    (0.42
    )
    
    
    (0.98
    )
    
    
    (0.49
    )
    
    
    (1.29
    )Weighted average shares outstandingBasic
    
    
    37.8
    
    
    
    37.5
    
    
    
    37.7
    
    
    
    37.5Diluted
    
    
    37.8
    
    
    
    37.5
    
    
    
    37.7
    
    
    
    37.5
  3




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##### Table of Contents



IMATION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
 June 30,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assetsCash and cash equivalents
    
    $
    251.3
    
    
    $
    163.4Accounts receivable, net
    
    
    238.1
    
    
    
    314.9Inventories
    
    
    220.3
    
    
    
    235.7Other current assets
    
    
    159.4
    
    
    
    164.4Total current assets
    
    
    869.1
    
    
    
    878.4Property, plant and equipment, net
    
    
    103.2
    
    
    
    109.8Intangible assets, net
    
    
    329.9
    
    
    
    337.3Goodwill
    
    
    
    
    
    
    23.5Other assets
    
    
    51.8
    
    
    
    44.8Total assets
    
    $
    1,354.0
    
    
    $
    1,393.8Liabilities and Shareholders EquityCurrent liabilitiesAccounts payable
    
    $
    222.5
    
    
    $
    201.4Accrued payroll
    
    
    12.4
    
    
    
    19.7Other current liabilities
    
    
    127.6
    
    
    
    150.8Total current liabilities
    
    
    362.5
    
    
    
    371.9Other liabilities
    
    
    92.7
    
    
    
    94.7Total liabilities
    
    
    455.2
    
    
    
    466.6Shareholders equity
    
    
    898.8
    
    
    
    927.2Total liabilities and shareholders equity
    
    $
    1,354.0
    
    
    $
    1,393.8
  4




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##### Table of Contents



IMATION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 Six Months EndedJune 30,2010
    
    
    2009Cash Flows from Operating Activities:Net loss
    
    $
    (18.3
    )
    
    $
    (48.5
    )Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation
    
    
    9.1
    
    
    
    9.7Amortization
    
    
    11.8
    
    
    
    11.6Deferred income taxes
    
    
    (6.3
    )
    
    
    (20.4
    )Goodwill impairment
    
    
    23.5
    
    
    
    Asset impairments
    
    
    
    
    
    
    2.3Stock-based compensation
    
    
    3.2
    
    
    
    3.8Pension settlement
    
    
    
    
    
    
    5.2Note receivable reserve
    
    
    
    
    
    
    4.0Litigation settlement
    
    
    
    
    
    
    49.0Other
    
    
    2.4
    
    
    
    0.7Changes in operating assets and liabilities:Accounts receivable
    
    
    66.6
    
    
    
    53.8Inventories
    
    
    6.0
    
    
    
    32.0Other assets
    
    
    (0.3
    )
    
    
    (20.4
    )Accounts payable
    
    
    26.7
    
    
    
    (60.8
    )Accrued payroll and other liabilities
    
    
    (24.4
    )
    
    
    (15.7
    )Restricted cash
    
    
    2.5
    
    
    
    Net cash provided by operating activities
    
    
    102.5
    
    
    
    6.3Cash Flows from Investing Activities:Capital expenditures
    
    
    (3.5
    )
    
    
    (7.2
    )License agreement payment
    
    
    (5.0
    )
    
    
    Other, net
    
    
    0.1
    
    
    
    0.8Net cash used in investing activities
    
    
    (8.4
    )
    
    
    (6.4
    )Cash Flows from Financing Activities:Debt issuance costs
    
    
    
    
    
    
    (2.9
    )Net cash used in financing activities
    
    
    
    
    
    
    (2.9
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (6.2
    )
    
    
    (4.4
    )Net change in cash and cash equivalents
    
    
    87.9
    
    
    
    (7.4
    )Cash and cash equivalents  beginning of period
    
    
    163.4
    
    
    
    96.6Cash and cash equivalents  end of period
    
    $
    251.3
    
    
    $
    89.2
  5




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##### Table of Contents



IMATION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1  Basis of Presentation
     Recently Adopted Accounting Pronouncements
  Note 2  Earnings (Loss) per Common Share
  6




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In millions)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator:Loss from continuing operations
    
    $
    (15.7
    )
    
    $
    (38.3
    )
    
    $
    (18.2
    )
    
    $
    (51.0
    )Income (loss) from discontinued operations
    
    
    
    
    
    
    1.4
    
    
    
    (0.1
    )
    
    
    2.5Net loss
    
    $
    (15.7
    )
    
    $
    (36.9
    )
    
    $
    (18.3
    )
    
    $
    (48.5
    )Denominator:Weighted average number of common stock
outstanding during the period
    
    
    37.8
    
    
    
    37.5
    
    
    
    37.7
    
    
    
    37.5Dilutive effect of stock-based compensation plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average number of diluted shares
outstanding during the period
    
    
    37.8
    
    
    
    37.5
    
    
    
    37.7
    
    
    
    37.5Basic (loss) earnings per common share:Continuing operations
    
    $
    (0.42
    )
    
    $
    (1.02
    )
    
    $
    (0.48
    )
    
    $
    (1.36
    )Discontinued operations
    
    
    
    
    
    
    0.04
    
    
    
    
    
    
    
    0.07Net loss
    
    
    (0.42
    )
    
    
    (0.98
    )
    
    
    (0.49
    )
    
    
    (1.29
    )Diluted (loss) earnings per common share:Continuing operations
    
    $
    (0.42
    )
    
    $
    (1.02
    )
    
    $
    (0.48
    )
    
    $
    (1.36
    )Discontinued operations
    
    
    
    
    
    
    0.04
    
    
    
    
    
    
    
    0.07Net loss
    
    
    (0.42
    )
    
    
    (0.98
    )
    
    
    (0.49
    )
    
    
    (1.29
    )Anti-dilutive options excluded from calculation
    
    
    4.4
    
    
    
    4.8
    
    
    
    4.9
    
    
    
    4.5
  7




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Note 3  Supplemental Balance Sheet Information
 June 30,
    
    
    December 31,(In millions)
    
    2010
    
    
    2009(Unaudited)Accounts ReceivableAccounts receivable
    
    $
    259.9
    
    
    $
    343.5Less reserves and allowances*
    
    
    (21.8
    )
    
    
    (28.6
    )Accounts receivable, net
    
    $
    238.1
    
    
    $
    314.9InventoriesFinished goods
    
    $
    198.4
    
    
    $
    210.4Work in process
    
    
    7.1
    
    
    
    8.9Raw materials and supplies
    
    
    14.8
    
    
    
    16.4Total inventories
    
    $
    220.3
    
    
    $
    235.7Other Current AssetsDeferred income taxes
    
    $
    39.1
    
    
    $
    42.7Restricted cash
    
    
    16.4
    
    
    
    19.1Assets held for sale
    
    
    7.2
    
    
    
    7.2Taxes receivable
    
    
    51.6
    
    
    
    35.1Other
    
    
    45.1
    
    
    
    60.3Total other current assets
    
    $
    159.4
    
    
    $
    164.4Property, Plant and EquipmentProperty, plant and equipment
    
    $
    349.1
    
    
    $
    350.8Less accumulated depreciation
    
    
    (245.9
    )
    
    
    (241.0
    )Property, plant and equipment, net
    
    $
    103.2
    
    
    $
    109.8Other AssetsDeferred income taxes
    
    $
    44.4
    
    
    $
    35.5Other
    
    
    7.4
    
    
    
    9.3Total other assets
    
    $
    51.8
    
    
    $
    44.8Other Current LiabilitiesRebates
    
    $
    49.6
    
    
    $
    66.1Litigation settlement  current
    
    
    8.2
    
    
    
    7.9Employee separation costs
    
    
    4.7
    
    
    
    4.3Value added tax
    
    
    10.2
    
    
    
    12.0Other
    
    
    54.9
    
    
    
    60.5Total other current liabilities
    
    $
    127.6
    
    
    $
    150.8Other LiabilitiesPension
    
    $
    35.2
    
    
    $
    36.3Litigation settlement  long-term
    
    
    22.5
    
    
    
    21.8Deferred income taxes
    
    
    2.9
    
    
    
    3.3Unrecognized tax benefits
    
    
    15.9
    
    
    
    16.0Other
    
    
    16.2
    
    
    
    17.3Total other liabilities
    
    $
    92.7
    
    
    $
    94.7
 
 *
    
    Accounts receivable reserves and allowances include estimated amounts for customer returns,
terms discounts and the inability of certain customers to make the required payment. 8




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Note 4  Intangible Assets and Goodwill
 Intangible Assets
  Customer(In millions)
    
    Trade Names
    
    
    Software
    
    
    Relationships
    
    
    Other
    
    
    TotalJune 30, 2010Gross carrying amount
    
    $
    332.0
    
    
    $
    52.7
    
    
    $
    57.6
    
    
    $
    9.5
    
    
    $
    451.8Accumulated amortization
    
    
    (39.3
    )
    
    
    (47.7
    )
    
    
    (31.2
    )
    
    
    (3.7
    )
    
    
    (121.9
    )Intangible assets, net
    
    $
    292.7
    
    
    $
    5.0
    
    
    $
    26.4
    
    
    $
    5.8
    
    
    $
    329.9December 31, 2009Gross carrying amount
    
    $
    333.2
    
    
    $
    62.3
    
    
    $
    65.5
    
    
    $
    6.6
    
    
    $
    467.6Accumulated amortization
    
    
    (34.4
    )
    
    
    (56.8
    )
    
    
    (33.9
    )
    
    
    (5.2
    )
    
    
    (130.3
    )Intangible assets, net
    
    $
    298.8
    
    
    $
    5.5
    
    
    $
    31.6
    
    
    $
    1.4
    
    
    $
    337.3
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,(In millions)
    
    2010
    
    2009
    
    2010
    
    2009Amortization expense
    
    $
    6.0
    
    
    $
    5.7
    
    
    $
    11.8
    
    
    $
    11.6
 Goodwill
  
    
    Our Americas segment includes North America, South America and the Caribbean.
    
    Our Europe segment includes Europe and all of Africa.
    
    Our North Asia segment includes Japan, China, Hong Kong, Korea and Taiwan.
    
    Our South Asia segment includes Australia, Singapore, India, and the Middle East.
   9




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##### Table of Contents



Electronic(In millions)
    
    Americas
    
    
    Europe
    
    
    North Asia
    
    
    South Asia
    
    
    Products
    
    
    TotalBalances as of December 31, 2009Goodwill
    
    $
    64.3
    
    
    $
    39.2
    
    
    $
    10.2
    
    
    $
    
    
    
    $
    38.6
    
    
    $
    152.3Accumulated impairment
losses
    
    
    (64.3
    )
    
    
    (39.2
    )
    
    
    (10.2
    )
    
    
    
    
    
    
    (15.1
    )
    
    
    (128.8
    )Total goodwill, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.5
    
    
    
    23.5Operating segment reclassificationGoodwill
    
    
    38.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38.6
    )
    
    
    Accumulated impairment losses
    
    
    (15.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15.1
    
    
    
    Goodwill impairment
    
    
    (23.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23.5
    )Balances as of June 30, 2010Goodwill
    
    
    102.9
    
    
    
    39.2
    
    
    
    10.2
    
    
    
    
    
    
    
    
    
    
    
    152.3Accumulated impairment losses
    
    
    (102.9
    )
    
    
    (39.2
    )
    
    
    (10.2
    )
    
    
    
    
    
    
    
    
    
    
    (152.3
    )Total goodwill, net
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    Reporting unit
    
    Excess of carrying
    
    Percentage of carrying(In millions)
    
    Goodwill
    
    carrying amount
    
    amount over fair value
    
    amount over fair valueAmericas-Consumer
    
    $
    23.5
    
    
    $
    336.5
    
    
    $
    173.5
    
    
    
    206
    %
  Note 5  Comprehensive Income (Loss)
  June 30,
    
    
    December 31,(In millions)
    
    2010
    
    
    2009Cumulative currency translation adjustment
    
    $
    (65.6
    )
    
    $
    (50.4
    )Pension adjustments, net of income tax
    
    
    (18.6
    )
    
    
    (18.8
    )Cash flow hedging and other, net of income tax
    
    
    0.8
    
    
    
    0.3Total accumulated other comprehensive loss
    
    $
    (83.4
    )
    
    $
    (68.9
    )
 10




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In millions)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net loss
    
    $
    (15.7
    )
    
    $
    (36.9
    )
    
    $
    (18.3
    )
    
    $
    (48.5
    )Cumulative currency translation adjustment
    
    
    (10.4
    )
    
    
    9.4
    
    
    
    (15.2
    )
    
    
    (1.0
    )Pension adjustments, net of income taxes
    
    
    0.1
    
    
    
    4.5
    
    
    
    0.2
    
    
    
    4.5Cash flow hedging and other, net of income tax
    
    
    0.3
    
    
    
    (3.5
    )
    
    
    0.5
    
    
    
    0.2Total comprehensive loss
    
    $
    (25.7
    )
    
    $
    (26.5
    )
    
    $
    (32.8
    )
    
    $
    (44.8
    )
 Note 6  Stock-Based Compensation
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,(In millions)
    
    2010
    
    2009
    
    2010
    
    2009Stock compensation expense
    
    $
    1.5
    
    
    $
    2.0
    
    
    $
    3.2
    
    
    $
    3.8
  Stock Options
  WeightedAverageStock
    
    
    ExerciseOptions
    
    
    PriceOutstanding December 31, 2009
    
    
    4,594,838
    
    
    $
    27.19Granted
    
    
    825,407
    
    
    
    10.57Exercised
    
    
    (1,000
    )
    
    
    8.11Cancelled
    
    
    (269,102
    )
    
    
    31.22Forefeited
    
    
    (96,648
    )
    
    
    12.46Outstanding June 30, 2010
    
    
    5,053,495
    
    
    $
    24.33
   11




---



##### Table of Contents



2010Volatility
    
    
    42.8
    %Risk-free interest rate
    
    
    2.54
    %Expected life (months)
    
    
    66Dividend yield
    
    
    0.0
    %
  Restricted Stock
  WeightedAverageGrant Date FairRestricted
    
    
    Value PerStock
    
    
    ShareNonvested as of December 31,
2009
    
    
    461,702
    
    
    $
    14.84Granted
    
    
    480,423
    
    
    
    10.57Vested
    
    
    (197,234
    )
    
    
    15.48Forfeited
    
    
    (2,979
    )
    
    
    10.34Nonvested as of June 30, 2010
    
    
    741,912
    
    
    $
    11.44
   Note 7  Retirement Plans
 Employer Contributions
  12




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##### Table of Contents



Components of Net Periodic Pension Cost
 United States
    
    
    International
    
    
    United States
    
    
    InternationalThree Months Ended June 30,
    
    
    Six Months Ended June 30,(In millions)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    0.4
    
    
    $
    0.6
    
    
    $
    0.2
    
    
    $
    0.2
    
    
    $
    0.8
    
    
    $
    1.4
    
    
    $
    0.4
    
    
    $
    0.4Interest cost
    
    
    1.2
    
    
    
    1.1
    
    
    
    0.8
    
    
    
    0.8
    
    
    
    2.4
    
    
    
    2.8
    
    
    
    1.4
    
    
    
    1.6Expected return on plan assets
    
    
    (1.4
    )
    
    
    (1.7
    )
    
    
    (0.8
    )
    
    
    (0.8
    )
    
    
    (2.9
    )
    
    
    (3.4
    )
    
    
    (1.5
    )
    
    
    (1.6
    )Amortization of net actuarial (gain) loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Amortization of prior service cost (credit)
    
    
    0.1
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.1
    
    
    
    Net periodic pension cost
    
    $
    0.3
    
    
    $
    0.0
    
    
    $
    0.3
    
    
    $
    0.2
    
    
    $
    0.5
    
    
    $
    0.9
    
    
    $
    0.4
    
    
    $
    0.5Settlement
    
    
    
    
    
    
    5.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.2
    
    
    
    
    
    
    
    Total pension costs
    
    $
    0.3
    
    
    $
    5.2
    
    
    $
    0.3
    
    
    $
    0.2
    
    
    $
    0.5
    
    
    $
    6.1
    
    
    $
    0.4
    
    
    $
    0.5
 Note 8  Restructuring and Other Expense
  Three Months Ended
    
    
    Six Months Ended(In millions)
    
    June 30, 2010
    
    
    June 30, 2010RestructuringSeverance and severance-related expense
    
    $
    3.3
    
    
    $
    4.9Lease termination costs
    
    
    0.1
    
    
    
    0.3Total restructuring
    
    
    3.4
    
    
    
    5.2Other
    
    
    
    
    
    
    2.2Total
    
    $
    3.4
    
    
    $
    7.4
 2008 Corporate Redesign Restructuring Program
   13




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##### Table of Contents



LeaseSeverance and
    
    
    Termination(In millions)
    
    Related
    
    
    Costs
    
    
    TotalAccrued balance at December 31,
2009
    
    $
    4.3
    
    
    $
    
    
    
    $
    4.3Charges
    
    
    1.6
    
    
    
    0.2
    
    
    
    1.8Usage
    
    
    (1.9
    )
    
    
    (0.2
    )
    
    
    (2.1
    )Currency impacts
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )Accrued balance at March 31,
2010
    
    $
    3.9
    
    
    $
    
    
    
    $
    3.9Charges
    
    
    3.3
    
    
    
    0.1
    
    
    
    3.4Usage
    
    
    (2.3
    )
    
    
    (0.1
    )
    
    
    (2.4
    )Currency impacts
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )Accrued balance at June 30, 2010
    
    $
    4.7
    
    
    $
    
    
    
    $
    4.7
 Other
  Note 9  Income Taxes
      14




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##### Table of Contents



Note 10  Segment Information
  
    
    Our Americas segment includes North America, South America and the Caribbean.
    
    Our Europe segment includes Europe and all of Africa.
    
    Our North Asia segment includes Japan, China, Hong Kong, Korea and Taiwan.
    
    Our South Asia segment includes Australia, Singapore, India, and the Middle East.
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In millions)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net RevenueAmericas
    
    $
    181.2
    
    
    $
    210.6
    
    
    $
    342.9
    
    
    $
    394.6Europe
    
    
    64.5
    
    
    
    85.5
    
    
    
    151.2
    
    
    
    184.0North Asia
    
    
    73.0
    
    
    
    70.3
    
    
    
    154.3
    
    
    
    151.3South Asia
    
    
    35.7
    
    
    
    33.6
    
    
    
    71.8
    
    
    
    66.6Total
    
    $
    354.4
    
    
    $
    400.0
    
    
    $
    720.2
    
    
    $
    796.5
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In millions)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Operating Income (Loss)Americas
    
    $
    9.4
    
    
    $
    13.2
    
    
    $
    18.5
    
    
    $
    21.5Europe
    
    
    (1.5
    )
    
    
    0.4
    
    
    
    0.3
    
    
    
    1.8North Asia
    
    
    2.4
    
    
    
    2.9
    
    
    
    5.5
    
    
    
    7.6South Asia
    
    
    1.0
    
    
    
    (0.1
    )
    
    
    2.0
    
    
    
    0.6Corporate and unallocated
    
    
    (35.1
    )
    
    
    (75.7
    )
    
    
    (49.9
    )
    
    
    (99.4
    )Total
    
    $
    (23.8
    )
    
    $
    (59.3
    )
    
    $
    (23.6
    )
    
    $
    (67.9
    )
   15




---



##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(In millions)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net RevenueTraditional storageOptical products
    
    $
    153.2
    
    
    $
    179.4
    
    
    $
    310.6
    
    
    $
    361.0Magnetic products
    
    
    84.2
    
    
    
    98.6
    
    
    
    174.2
    
    
    
    203.6Other traditional storage
    
    
    16.7
    
    
    
    18.3
    
    
    
    32.8
    
    
    
    38.9Total traditional storage
    
    
    254.1
    
    
    
    296.3
    
    
    
    517.6
    
    
    
    603.5Emerging storage
    
    
    48.9
    
    
    
    37.3
    
    
    
    106.4
    
    
    
    77.5Electronics and accessories
    
    
    51.4
    
    
    
    66.4
    
    
    
    96.2
    
    
    
    115.5Total
    
    $
    354.4
    
    
    $
    400.0
    
    
    $
    720.2
    
    
    $
    796.5
 Note 11  Fair Value Measurements
   Assets and Liabilities that are Measured at Fair Value on a Recurring Basis:
      16




---



##### Table of Contents



June 30, 2010
    
    
    December 31, 2009(In millions)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Derivative assetsForeign currency option contracts
    
    $
    
    
    
    $
    0.4
    
    
    $
    
    
    
    $
    
    
    
    $
    0.9
    
    
    $
    Foreign currency forward contracts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    Derivative liabilitiesForeign currency option contracts
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency forward contracts
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    Total
    
    $
    
    
    
    $
    0.2
    
    
    $
    
    
    
    $
    
    
    
    $
    0.7
    
    
    $
    
 Cash Flow Hedges
   Other Hedges
   June 30, 2010
    
    
    December 31, 2009Fair Value
    
    
    
    
    
    
    Fair ValueOther
    
    
    Other
    
    
    
    
    
    
    Other
    
    
    OtherNotional
    
    
    Current
    
    
    Current
    
    
    Notional
    
    
    Current
    
    
    Current(In millions)
    
    Amount
    
    
    Assets
    
    
    Liabilities
    
    
    Amount
    
    
    Assets
    
    
    LiabilitiesCash flow hedges designated as hedging instruments
    
    $
    56.0
    
    
    $
    0.4
    
    
    $
    (0.2
    )
    
    $
    48.0
    
    
    $
    0.8
    
    
    $
    Other hedges not receiving hedge accounting
    
    
    28.0
    
    
    
    
    
    
    
    
    
    
    
    88.8
    
    
    
    0.2
    
    
    
    (0.3
    )Total
    
    $
    84.0
    
    
    $
    0.4
    
    
    $
    (0.2
    )
    
    $
    136.8
    
    
    $
    1.0
    
    
    $
    (0.3
    )
  17




---



##### Table of Contents



Pretax Gain onPretax Gain
    
    
    Effective Portion of(Loss) Recognized
    
    
    Derivative
    
    
    Pretax Lossin Other
    
    
    Reclassification from
    
    
    Recognized in theComprehensive
    
    
    Accumulated Other
    
    
    CondensedIncome on
    
    
    Comprehensive
    
    
    Statement ofEffective Portion
    
    
    Income to Cost of
    
    
    Operations in Other(In millions)
    
    of Derivative
    
    
    Goods Sold, net
    
    
    Expense, netFor the three months ended June 30, 2010Cash flow hedges designated as hedging instruments
    
    $
    0.1
    
    
    $
    0.3
    
    
    $
    Other hedges not receiving hedge accounting
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Total
    
    $
    0.1
    
    
    $
    0.3
    
    
    $
    (0.3
    )For the three months ended June 30, 2009Cash flow hedges designated as hedging instruments
    
    $
    (4.6
    )
    
    $
    
    
    
    $
    Other hedges not receiving hedge accounting
    
    
    
    
    
    
    
    
    
    
    (10.4
    )Total
    
    $
    (4.6
    )
    
    $
    
    
    
    $
    (10.4
    )For the six months ended June 30, 2010Cash flow hedges designated as hedging instruments
    
    $
    0.8
    
    
    $
    0.4
    
    
    $
    Other hedges not receiving hedge accounting
    
    
    
    
    
    
    
    
    
    
    (1.2
    )Total
    
    $
    0.8
    
    
    $
    0.4
    
    
    $
    (1.2
    )For the six months ended June 30, 2009Cash flow hedges designated as hedging instruments
    
    $
    0.5
    
    
    $
    0.8
    
    
    $
    Other hedges not receiving hedge accounting
    
    
    
    
    
    
    
    
    
    
    (9.7
    )Total
    
    $
    0.5
    
    
    $
    0.8
    
    
    $
    (9.7
    )
 Note 12  Litigation, Commitments and Contingencies
   18




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##### Table of Contents



Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
  Factors Affecting Comparability of our Financial Results
 Discontinued Operations
  Executive Summary
 Consolidated Results of Operations for the Six Months Ended June 30, 2010
 
    
    Net revenue from continuing operations of $720.2 million for the six months ended June
30, 2010 was down 9.6 percent compared with $796.5 million in the same period last year.
    
    Goodwill impairment expense of $23.5 million was recorded for the six months ended June
30, 2010.
    
    Operating loss was $23.6 million for the six months ended June 30, 2010, compared with
operating loss of $67.9 million in the same period last year which included the Philips
litigation settlement of $49.0 million.
    
    Diluted loss per share from continuing operations was $0.48 for the six months ended
June 30, 2010, compared with diluted loss per share from continuing operations of $1.36 for
the same period last year.
 Cash Flow/Financial Condition for the Six Months Ended June 30, 2010
 
    
    Cash and cash equivalents totaled $251.3 million as of June 30, 2010, compared with
$163.4 million at December 31, 2009.
    
    Cash flow provided by operating activities was $102.5 million for the six months ended
June 31, 2010, compared with $6.3 million in the same period last year.
 Results of Operations
 Net Revenue
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeNet revenue
    
    $
    354.4
    
    
    $
    400.0
    
    
    
    -11.4
    %
    
    $
    720.1
    
    
    $
    796.5
    
    
    
    -9.6
    %
   19




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##### Table of Contents



Gross Profit
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeGross profit
    
    $
    58.5
    
    
    $
    63.4
    
    
    
    -7.7
    %
    
    $
    120.2
    
    
    $
    130.3
    
    
    
    -7.8
    %Gross margin
    
    
    16.5
    %
    
    
    15.9
    %
    
    
    
    
    
    
    16.7
    %
    
    
    16.4
    %
  Selling, General and Administrative (SG&A)
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeSelling, general and
administrative
    
    $
    51.5
    
    
    $
    59.2
    
    
    
    -13.0
    %
    
    $
    104.6
    
    
    $
    123.9
    
    
    
    -15.6
    %As a percent of revenue
    
    
    14.5
    %
    
    
    14.8
    %
    
    
    
    
    
    
    14.5
    %
    
    
    15.6
    %
   Research and Development (R&D)
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeResearch and development
    
    $
    3.9
    
    
    $
    4.7
    
    
    
    -17.0
    %
    
    $
    8.3
    
    
    $
    10.0
    
    
    
    -17.0
    %As a percent of revenue
    
    
    1.1
    %
    
    
    1.2
    %
    
    
    
    
    
    
    1.2
    %
    
    
    1.3
    %
   Goodwill impairment
   20




---



##### Table of Contents



Litigation Settlement
   Restructuring and Other
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeRestructuring and other
    
    $
    3.4
    
    
    $
    9.8
    
    
    
    -65.3
    %
    
    $
    7.4
    
    
    $
    15.3
    
    
    
    -51.6
    %As a percent of revenue
    
    
    1.0
    %
    
    
    2.5
    %
    
    
    
    
    
    
    1.0
    %
    
    
    1.9
    %
   Operating Income (Loss)
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeOperating (loss) income
    
    $
    (23.8
    )
    
    $
    (59.3
    )
    
    NM
    
    $
    (23.6
    )
    
    $
    (67.9
    )
    
    NMAs a percent of revenue
    
    
    (6.7)
    %
    
    
    (14.8)
    %
    
    
    
    
    
    
    (3.3)
    %
    
    
    (8.5)
    %
 NM
   21




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##### Table of Contents



Other (Income) and Expense
 Three Months Ended
    
    
    
    
    
    
    Six Months EndedJune 30,
    
    
    Percent
    
    
    June 30,
    
    
    Percent(Dollars in millions)
    
    2010
    
    
    2009
    
    
    Change
    
    
    2010
    
    
    2009
    
    
    ChangeInterest income
    
    $
    (0.2
    )
    
    $
    (0.2
    )
    
    
    0.0
    %
    
    $
    (0.4
    )
    
    $
    (0.4
    )
    
    
    0.0
    %Interest expense
    
    
    1.0
    
    
    
    0.3
    
    
    
    233.3
    %
    
    
    2.1
    
    
    
    0.7
    
    
    
    200.0
    %Other expense, net
    
    
    2.1
    
    
    
    3.3
    
    
    
    -36.4
    %
    
    
    5.0
    
    
    
    10.7
    
    
    
    -53.3
    %Total
    
    
    2.9
    
    
    
    3.4
    
    
    
    -14.7
    %
    
    
    6.7
    
    
    
    11.0
    
    
    
    -39.1
    %As a percent of revenue
    
    
    0.8
    %
    
    
    0.9
    %
    
    
    
    
    
    
    0.9
    %
    
    
    1.4
    %
     Income Tax Benefit
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeIncome tax benefit
    
    $
    (11.0
    )
    
    $
    (24.4
    )
    
    NM
    
    $
    (12.1
    )
    
    $
    (27.9
    )
    
    NMEffective tax rate
    
    
    41.2
    %
    
    
    38.9
    %
    
    
    
    
    
    
    39.9
    %
    
    
    35.4
    %
 
 NM- Not Meaningful   Segment Results
  22




---



##### Table of Contents




    
    Our Americas segment includes North America, South America and the Caribbean.
    
    Our Europe segment includes Europe and all of Africa.
    
    Our North Asia segment includes Japan, China, Hong Kong, Korea and Taiwan.
    
    Our South Asia segment includes Australia, Singapore, India, and the Middle East.
    Americas
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeNet revenue
    
    $
    181.2
    
    
    $
    210.6
    
    
    
    -14.0
    %
    
    $
    342.9
    
    
    $
    394.6
    
    
    
    -13.1
    %Operating income
    
    
    9.4
    
    
    
    13.2
    
    
    
    -28.8
    %
    
    
    18.5
    
    
    
    21.5
    
    
    
    -14.0
    %As a percent of revenue
    
    
    5.2
    %
    
    
    6.3
    %
    
    
    
    
    
    
    5.4
    %
    
    
    5.4
    %
   Europe
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeNet revenue
    
    $
    64.5
    
    
    $
    85.5
    
    
    
    -24.6
    %
    
    $
    151.2
    
    
    $
    184.0
    
    
    
    -17.8
    %Operating income
    
    
    -1.5
    
    
    
    0.4
    
    
    NM
    
    
    0.3
    
    
    
    1.8
    
    
    
    -83.3
    %As a percent of revenue
    
    
    -2.3
    %
    
    
    0.5
    %
    
    
    
    
    
    
    0.2
    %
    
    
    1.0
    %
 NM
  23




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##### Table of Contents



North Asia
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeNet revenue
    
    $
    73.0
    
    
    $
    70.3
    
    
    
    3.8
    %
    
    $
    154.3
    
    
    $
    151.3
    
    
    
    2.0
    %Operating income
    
    
    2.4
    
    
    
    2.9
    
    
    
    -17.2
    %
    
    
    5.5
    
    
    
    7.6
    
    
    
    -27.6
    %As a percent of revenue
    
    
    3.3
    %
    
    
    4.1
    %
    
    
    
    
    
    
    3.6
    %
    
    
    5.0
    %
   South Asia
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeNet revenue
    
    $
    35.7
    
    
    $
    33.6
    
    
    
    6.3
    %
    
    $
    71.8
    
    
    $
    66.6
    
    
    
    7.8
    %Operating income
    
    
    1.0
    
    
    
    (0.1
    )
    
    NM
    
    
    2.0
    
    
    
    0.6
    
    
    NMAs a percent of
revenue
    
    
    2.8
    %
    
    
    (0.3
    )%
    
    
    
    
    
    
    2.8
    %
    
    
    0.9
    %
 
 NM- Not Meaningful   24




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##### Table of Contents



Corporate and Unallocated
 Three Months Ended
    
    
    
    
    
    Six Months EndedJune 30,
    
    Percent
    
    June 30,
    
    Percent(Dollars in millions)
    
    2010
    
    2009
    
    Change
    
    2010
    
    2009
    
    ChangeOperating costs
    
    $
    (35.1
    )
    
    $
    (75.7
    )
    
    NM
    
    $
    (49.9
    )
    
    $
    (99.4
    )
    
    NM
 
 NM- Not Meaningful  Impact of Changes in Foreign Currency Rates
   Quantitative and Qualitative Disclosures about Market Risk
 Financial Position
      25




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##### Table of Contents



Liquidity and Capital Resources
 Cash Flows Provided by Operating Activities:
 Six Months EndedJune 30,(Dollars in millions)
    
    2010
    
    
    2009Net loss
    
    $
    (18.3
    )
    
    $
    (48.5
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Depreciation and amortization
    
    
    20.9
    
    
    
    21.3Deferred income taxes
    
    
    (6.3
    )
    
    
    (20.4
    )Goodwill impairment
    
    
    23.5
    
    
    
    Stock-based compensation
    
    
    3.2
    
    
    
    3.8Asset impairments
    
    
    
    
    
    
    2.3Note receivable reserve
    
    
    
    
    
    
    4.0Pension settlement
    
    
    
    
    
    
    5.2Litigation settlement
    
    
    
    
    
    
    49.0Other
    
    
    2.4
    
    
    
    0.7Changes in operating assets and liabilities
    
    
    77.1
    
    
    
    (11.1
    )Net cash provided by operating activities
    
    $
    102.5
    
    
    $
    6.3
  Cash Flows Used in Investing Activities:
 Six Months EndedJune 30,(Dollars in millions)
    
    2010
    
    
    2009Capital expenditures
    
    $
    (3.5
    )
    
    $
    (7.2
    )License agreement payment
    
    
    (5.0
    )
    
    
    Other, net
    
    
    0.1
    
    
    
    0.8Net cash used in investing activities
    
    $
    (8.4
    )
    
    $
    (6.4
    )
  Cash Flows Used in Financing Activities:
 Six Months EndedJune 30,(Dollars in millions)
    
    2010
    
    
    2009Debt issuance costs
    
    
    
    
    
    
    (2.9
    )Net cash used in financing activities
    
    $
    
    
    
    $
    (2.9
    )
   26




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##### Table of Contents




    
    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 1/84th, provided, that the Original Real Estate Value shall not exceed
$40,000,000; 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.
   Contractual Obligations
  Fair Value Measurements
  Critical Accounting Policies and Estimates
   
    
    Our Americas segment includes North America, South America and the Caribbean.
    
    Our Europe segment includes Europe and all of Africa.
    
    Our North Asia segment includes Japan, China, Hong Kong, Korea and Taiwan.
    
    Our South Asia segment includes Australia, Singapore, India, and the Middle East.
  27




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##### Table of Contents



Reporting unit
    
    Excess of carrying
    
    Percentage of carrying(In millions)
    
    Goodwill
    
    carrying amount
    
    amount over fair value
    
    amount over fair valueAmericas-Consumer
    
    $
    23.5
    
    
    $
    336.5
    
    
    $
    173.5
    
    
    
    206
    %
  Recent Accounting Pronouncements
  Forward-Looking Statements and Risk Factors
   28




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##### Table of Contents



Quantitative and Qualitative Disclosures about Market Risk.
 Quantitative and Qualitative Disclosures about Market Risk
  
 Controls and Procedures .
   29




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Legal Proceedings
   
 Risk Factors
  
 Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Defaults Upon Senior Securities
  
 (Removed and Reserved)
 
 Other Information.
  
 Exhibits.
  ExhibitNumber
    
    Description of Exhibit3.1
    
    Amended and Restated Bylaws of Imation Corp., effective May 5, 2010
(incorporated by reference to Exhibit
3.1 to Imations Form 8-K Current Report filed on May 7, 2010)10.1
    
    Director Compensation Program Effective May 4, 2005 (As amended May 5, 2010)
(incorporated by reference
to Exhibit 10.1 to Imations Form 8-K Current Report filed on July 6, 2010)10.2
    
    Form of Performance-Based Option Award Agreement for Executive Officers10.3
    
    Form of Performance-Based Restricted Stock Award Agreement for Executive Officers31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 30




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##### Table of Contents



SIGNATURE
  Imation Corp.Date: August 6, 2010
    /s/ Paul R. ZellerPaul R. ZellerSenior Vice President and Chief Financial Officer
(duly authorized officer and principal financial
officer) 31




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description of Exhibit3.1
    
    Amended and Restated Bylaws of Imation Corp., effective May 5, 2010 (incorporated by
reference to Exhibit
3.1 to Imations Form 8-K Current Report filed on May 7, 2010)10.1
    
    Director Compensation Program Effective May 4, 2005 (As amended May 5, 2010)
(incorporated by
reference to Exhibit 10.1 to Imations Form 8-K Current Report filed on July 6, 2010)10.2
    
    Form of Performance-Based Option Award Agreement for Executive Officers10.3
    
    Form of Performance-Based Restricted Stock Award Agreement for Executive Officers31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32