Memorex 2009 Annual Report Download

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2009 IMATION ANNUAL REPORT AND FORM 10-K
FOUNDATIONALLY STRONG
FUTURE DRIVEN
Annual Report and Form 10-K

Table of contents

  • Page 1
    FOUNDATIONALLY STRONG FUTURE DRIVEN Annual Report and Form 10-K

  • Page 2
    ... from your home computer, to serving up digital music at home or on the go. Imation's strength emanates from our expertise in data storage research and development; our portfolio of strong global brands, including Memorex, TDK Life on Record and the Apple device accessories brand, XtremeMac; and our...

  • Page 3
    ...-oriented storage products, expanding our portfolio to include Bluray discs, removable and external hard disk drives, and solid state drives. Our commitment to emerging formats, such as RDX removable hard disk drives, where we have a leading market position, has helped us earn key customers such...

  • Page 4
    ... core commercial portfolio with new storage offerings for tech-savvy consumers. With our Memorex brand, we will offer a refreshed, more contemporary line of audio, video, gaming and accessories products. We're also launching a bold line of high-end audio products under the TDK Life on Record brand...

  • Page 5
    ... data. Our data storage products, sold under the Imation, Memorex, and TDK Life on Record brands, include:  CDs, DVDs, and Blu-ray discs  Magnetic Tape Cartridges  Tape Monitoring and Tracking Systems  USB Flash Drives  Solid State Drives  External Hard Disk Drives  Removable Hard Disk Docks...

  • Page 6
    ... Digital Solutions and Services business, which was sold on August 30, 2002. 2005 excludes the impact of the Specialty Paper business, which was sold on June 30, 2005. 2009 excludes the impact of Global Data Media, which was discontinued in 2009. (3) Return percentages are calculated using income...

  • Page 7
    ... Act). Yes n No ¥ Aggregate market value of voting and non-voting stock of the registrant held by non-affiliates of the registrant, based on the closing price of $7.61 as reported on the New York Stock Exchange on June 30, 2009, was $286.0 million. The number of shares outstanding of the registrant...

  • Page 8
    ...FINANCIAL DISCLOSURE ITEM 9A CONTROLS AND PROCEDURES ITEM 9B OTHER INFORMATION ITEM 10 ITEM 11 ITEM 12 ITEM 13 ITEM 14 ITEM 15 PART III DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER...

  • Page 9
    ... Imation Corp., a Delaware corporation, is a leading global developer and marketer of branded products that enable people to capture, save and enjoy digital information. Our portfolio of recordable optical media, magnetic tape media, flash products and consumer electronic products and accessories...

  • Page 10
    ... data storage innovation. Imation brand products include recordable CDs, DVDs and Blu-ray disks, magnetic tape media, flash products and hard disk drives. Imation brand products are sold throughout the world and target the commercial user and individual consumer. The Memorex brand was acquired...

  • Page 11
    ...(2) audio and video consumer electronic products and accessories (electronic products). Data Storage Products and Accessories Our data storage media business is organized, managed and internally and externally reported as segments differentiated by the regional markets we serve: Americas, Europe and...

  • Page 12
    ... we held a market share in flash and removable and external hard disk products of less than two percent. Consumer electronic products are sold based on a variety of factors, including brand and reputation, product features and designs, distribution coverage, innovation and price. Our competitors in...

  • Page 13
    ... of the assets relating to the marketing, distribution, sales, customer service and support of removable recording media products, accessory products and ancillary products being sold under the TDK brand name (TDK Recording Media), from TDK, including the assets or capital stock of TDK's operating...

  • Page 14
    ... successfully develop, manufacture or source data storage products that meet market requirements. We also invest, through internal and third-party industrial designers, in design and feature enhancements for our removable and external hard drives, consumer electronic products and accessories. We are...

  • Page 15
    ... president of Imation Data Storage media and services business, general manager of Imation Advanced Imaging Program, corporate sales and marketing director and global sales and marketing director for Photo Color Products. He also served as a European Business Unit Director while with 3M Company. Mr...

  • Page 16
    ... of a portfolio of new products and accessories. Our financial success is dependent on successfully increasing our brand portfolio and product offerings to profitably grow market share in the United States and in other key countries with products which contribute to corporate gross margins. If we...

  • Page 17
    ... and the demand for products and services in the markets in which we compete. Economic weakness and constrained business and consumer spending has resulted and may result in the future, in decreased revenue, gross margin, earnings and/or growth rates. Our international operations subject us to...

  • Page 18
    ... portfolio of strong commercial and consumer brands focused on data storage media and consumer electronic products. Our financial success is dependent on our ability to successfully manage the brands to maintain strong recognition and presence in existing markets and to grow brand recognition and...

  • Page 19
    ... impacted if key customers were to significantly reduce the range or inventory level of our products. Our success depends in part on our ability to obtain and protect our intellectual property rights, including the Imation, TDK Life on Record, Memorex and XtremeMac brands and to defend ourselves...

  • Page 20
    .../Corporate headquarters Sales/Administrative Sales/Administrative Sales/Administrative Distribution Center Magnetic tape manufacturing Sales/Administrative Sales/Administrative Sales/Administrative Sales/Administrative/European regional headquarters Sales/Administrative Sales/Administrative Sales...

  • Page 21
    ... from 3M Company in 1996; (2) Imation's 51 percent owned subsidiary at the time, Global Data Media (GDM), was not a "subsidiary" as defined in the cross-license; (3) the coverage of the cross-license did not apply to Imation's acquisition of Memorex; (4) the crosslicense did not apply to DVD discs...

  • Page 22
    ...the settlement, we recorded a charge, based on the present value of these payments, of $49.0 million or $0.82 per share (after the effect of taxes), in the second quarter of 2009. The discount rate applied in the calculation of present value is comparable to our 3-year corporate borrowing rate in an...

  • Page 23
    ... our Board of Directors each quarter following its review of our financial performance and other factors. The following table sets forth, for the periods indicated, the high and low sales prices of common stock as reported on the New York Stock Exchange. 2009 Sales Prices High Low 2008 Sales Prices...

  • Page 24
    ... and Results of Operations, for additional information regarding the financial information presented in this table. The acquisitions of Xtreme Accessories, LLC on June 30, 2008, TDK Recording Media on July 31, 2007, Memcorp, Inc., on July 9, 2007, and Memorex International Inc. on April 28, 2006 may...

  • Page 25
    ... the data storage media business, offering products under multiple brands. Over the years, we have brought to market recordable media products beyond magnetic tape, including recordable optical media, removable USB flash drives and flash cards, solid state drives and external and removable hard disk...

  • Page 26
    .... Our product portfolio includes CD and DVD players, alarm clocks, portable boom boxes, MP3 players, iPod and iPhone accessories, flat panel televisions, headphones, speakers, karaoke machines and gaming accessories sold under the Memorex, TDK Life on Record and XtremeMac brands. The portfolio...

  • Page 27
    ... in demand for entry level and mature data center tape formats; revenue from our optical products was down due to a decline in DVD and CD caused by a decrease in the size of DVD and CD market. Revenue from our flash products was down due to a planned rationalization of our exposure in the retail...

  • Page 28
    ... with 2007, driven by changes in product mix driven by declining sales of higher margin legacy tape products which can be attributed to softness in data center tape demand and reduced profitability in our Electronic Products segment. Our consumer electronic product margins were impacted by economic...

  • Page 29
    ... value of our underlying reporting units. During the fourth quarter of 2007, in conjunction with our annual goodwill impairment test, we recorded a goodwill impairment charge of $94.1 million consisting of a full impairment of the goodwill associated with our Americas-Consumer and Europe reporting...

  • Page 30
    ... to our 2006 Imation and Memorex restructuring program, which began in the second quarter of 2006. We recorded a $2.3 million TDK post-closing purchase price adjustment in 2008 associated with the finalization of certain acquisition-related working capital amounts as negotiated with TDK. See Note...

  • Page 31
    ...data storage products and accessories and (2) audio and video consumer electronic products and accessories (electronic products). Our data storage media business is organized, managed and internally and externally reported as segments differentiated by the regional markets we serve: Americas, Europe...

  • Page 32
    responsibility for selling virtually all Imation product lines except for consumer electronic products. Consumer electronic products are sold primarily through our EP segment. The EP segment is currently focused primarily in North America and primarily under the Memorex brand name. We evaluate ...

  • Page 33
    ... the TDK Recording Media acquisition in 2008 as well as increased sales of our other business products. The 2008 APAC segment operating income as a percentage of revenue remained flat compared to 2007. Electronic Products Years Ended December 31, 2009 2008 2007 (In millions) Percent Change 2009 vs...

  • Page 34
    ...gain during the year in other comprehensive income. We ended 2009 and 2008 with an aggregate noncurrent pension liability of $36.3 million and $49.0 million, respectively related to our United States plan and some of our international plans and aggregate noncurrent pension assets of $3.5 million and...

  • Page 35
    ... XtremeMac of $7.3 million, payment for the TDK working capital settlement of $6.5 million and payment for the Memorex minimum earn-out of $2.5 million. In 2007 acquisition related activities included payments of $41.1 million for the TDK Recording Media acquisition and payments of $32.7 million for...

  • Page 36
    ... line of credit. These issuance costs were capitalized in our Consolidated Balance Sheet as of June 30, 2009. On January 28, 2008, the Board of Directors authorized a share repurchase program increasing the total outstanding authorization to 3.0 million shares of common stock. The Company's previous...

  • Page 37
    ... exceptions) on the real property comprising Imation Corp.'s corporate headquarters and all of the personal property of Imation Corp., its subsidiary Imation Enterprises Corp., which is also an obligor under the Amended Credit Agreement, and the Guarantors. As of December 31, 2009 we had no credit...

  • Page 38
    ... and local tax laws. From time to time, we contribute additional amounts, as we deem appropriate. We expect to contribute approximately $5 million to $10 million to our pension plans in 2010 and have $36.3 million recorded in other liabilities related to pension plans as of December 31, 2009. The...

  • Page 39
    ... months due to the resolution of certain U.S. and international tax uncertainties; however it is not possible to estimate the potential change at this time. Litigation. In accordance with GAAP related to accounting for contingencies, we record a liability when a loss from litigation is known or...

  • Page 40
    ... financial information is available and reviewed by management on a regular basis. We have determined that our reporting units are our segments with the exception of the Americas Data Storage Media segment which is further divided between the Americas-Consumer and Americas-Commercial reporting units...

  • Page 41
    ...the fair value of our company under the market approach, we considered the relative merits of commonly applied market capitalization multiples based on the availability of data. Based on our analysis, we determined the market value of invested capital to earnings before interest, taxes, depreciation...

  • Page 42
    ... these assumptions for both the U.S. and international plans. The discount rate assumptions are tied to portfolios of long-term high quality bonds and are, therefore, subject to annual fluctuations. A lower discount rate increases the present value of the pension obligations, which results in higher...

  • Page 43
    ... pension plans; our ability to continue realizing the benefits from our global manufacturing strategy for magnetic data storage products and the related restructuring; our ability to secure and maintain adequate shelf and display space over time at retailers which conduct semi-annual or annual line...

  • Page 44
    ... set forth in Item 1A of this Form 10-K and from time to time in our filings with the SEC. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to various market risks including volatility in foreign currency exchange rates and credit risk. International operations...

  • Page 45
    ... Supplementary Data. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Imation Corp.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, shareholders' equity and comprehensive income...

  • Page 46
    ... before income taxes ...Income tax (benefit) provision ...Loss from continuing operations...Discontinued operations: Income from operations of discontinued businesses, net of income taxes ... Income from discontinued operations ...1.8 Net loss ...$ (42.2) (Loss) earnings per common share - basic...

  • Page 47
    ...and outstanding ...Common stock, $.01 par value, authorized 100 million shares, 42.9 million issued ...Additional paid-in capital ...Retained earnings ...Accumulated other comprehensive loss ...Treasury stock, at cost, 4.8 million and 5.2 million shares as of December 31, 2009 and 2008, respectively...

  • Page 48
    ... employment agreement ...TDK Recording Media acquisition (6,825,764 shares) ...FIN 48 adjustment ...Tax benefit from shareholder transactions ...Dividend payments ...Comprehensive loss: Net loss ...Net change in cumulative translation adjustment ...Pension adjustments (net of income tax provision of...

  • Page 49
    ... income taxes ...(2.0) Goodwill impairment ...- Asset impairments ...2.7 Stock-based compensation...7.5 Pension settlement / curtailment ...11.7 Note receivable reserve ...3.0 Litigation settlement ...49.0 Other ...6.2 Changes in operating assets and liabilities, net of effects from acquisitions...

  • Page 50
    ... a leading global developer and marketer of branded offerings that enable people to capture, save and enjoy digital information. Our portfolio of recordable optical media, magnetic tape media, flash products and consumer electronic products and accessories reaches customers through a powerful global...

  • Page 51
    ...Capitalized costs include only (1) external direct costs of materials and services consumed in developing or obtaining internal-use software, (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use software project and (3) interest...

  • Page 52
    ... such estimates. Revenue Recognition. We sell a wide range of removable data storage media products as well as certain consumer electronic products. Net revenue consists primarily of magnetic, optical, flash media, consumer electronics and accessories sales. We recognize revenue in accordance with...

  • Page 53
    ...the weighted average number of shares outstanding during the year. Diluted earnings per share is computed on the basis of the weighted average basic shares outstanding plus the dilutive effect of our stock-based compensation plans using the "treasury stock" method. The following table sets forth the...

  • Page 54
    ... ended December 31, 2009. 2008 Acquisitions Xtreme Accessories, LLC On June 30, 2008, we acquired substantially all of the assets of Xtreme Accessories, LLC (XtremeMac), a Floridabased product design and marketing firm focused on consumer electronic products and accessories. The purchase price 47

  • Page 55
    ... interest in Imation Corporation Japan (ICJ). The purchase price for the acquisition was $8.0 million, which was paid in cash. The transaction was accounted for using the step acquisition method which requires the allocation of the excess purchase price to the fair value of net assets acquired. The...

  • Page 56
    ... substantially all of the assets relating to the marketing, distribution, sales, customer service and support of removable recording media products, accessory products and ancillary products from TDK Corporation, a Japanese corporation (TDK), pursuant to an acquisition agreement dated April 19, 2007...

  • Page 57
    ... products including audio, video and data storage tape and Blu-ray optical discs, which TDK will supply us as well as its other OEM customers. We also entered into a Supply Agreement, dated July 31, 2007, with TDK to purchase Imation's requirements of removable recording media products and accessory...

  • Page 58
    ...pursuant to an asset purchase agreement dated as of May 7, 2007 (the Memcorp Purchase Agreement). As provided in the Memcorp Purchase Agreement, we acquired the assets of Memcorp used in or relating to the sourcing and sale of consumer electronic products, principally sold under the Memorex brand 51

  • Page 59
    ... personal property and intellectual property. The acquisition also included existing brand licensing agreements, including Memcorp's agreement with MTV Networks, a division of Viacom International, to design and distribute consumer electronics under certain Nickelodeon character-based properties and...

  • Page 60
    ...forma financial information illustrates our estimated results of operations as if the TDK Recording Media and Memcorp acquisitions had occurred at the beginning of each period presented: Year Ended December 31, 2007 (In millions, except per share amounts) Net revenue...(Loss) income from continuing...

  • Page 61
    ...Sheet Information As of December 31, 2009 2008 (In millions) Inventories Finished goods ...$ 210.4 Work in process ...8.9 Raw materials and supplies ...16.4 Total inventories ...$ 235.7 Other Current Assets Deferred income taxes ...Restricted cash(1) ...Assets held for sale(2)(3) . Taxes receivable...

  • Page 62
    ...to sell the facility. During the fourth quarter of 2009 we closed on the sale of the Anaheim real estate and netted $12.2 million of cash. (3) As part of our restructuring programs, we ended operations at our Camarillo, California manufacturing facility, which is being actively marketed for sale. We...

  • Page 63
    ... segments during 2009 and 2008: Americas Europe Asia Pacific (In millions) Electronic Products Total Goodwill as of December 31, 2007 ...Accumulated impairment losses as of December 31, 2007...Balance as of December 31, 2007 ...TDK post-closing purchase price adjustment...Imation Corporation Japan...

  • Page 64
    ... financial information is available and reviewed by management on a regular basis. We have determined that our reporting units are our segments with the exception of the Americas data storage media segment which is further divided between the Americas-Consumer and Americas-Commercial reporting units...

  • Page 65
    ... determination of fair value which represents the value an investor would pay above minority interest transaction prices in order to obtain a controlling interest in the company. The control premium was determined by a review of premiums paid for similar companies over the past five years. Although...

  • Page 66
    ... impairments ...TDK post-closing purchase price adjustment ...Terminated employment agreement ...Other ...11.9 11.7 2.7 - - 0.3 $15.7 4.8 20.5 5.7 5.0 (2.3) - - $28.9 $23.6 0.6 24.2 1.4 8.4 - (0.7) - $33.3 Total...$26.6 2009 Activity Restructuring Programs During 2009, we recorded $11.2 million...

  • Page 67
    ... through December 31, 2009. During 2009, we also recorded $0.9 million of lease termination costs related to our 2008 cost reduction restructuring program. This program began in the third quarter of 2008 when our Board of Directors approved the Camarillo, California restructuring plan as further...

  • Page 68
    ... and a TDK post-closing purchase price adjustment associated with the finalization of certain acquisition-related working capital amounts as negotiated with TDK as set forth in Note 3 herein. 2007 Activity Restructuring Programs During the fourth quarter of 2007, we recorded restructuring charges of...

  • Page 69
    ...Taxes The provision for income taxes is based on earnings before income taxes reported for financial statement purposes. The components of (loss) income from continuing operations before income taxes were as follows: Years Ended December 31, 2009 2008 2007 (In millions) U.S...$(116.0) International...

  • Page 70
    ... carryforwards expiring unused and tax planning alternatives. Our analysis of the need for valuation allowances considered that, after excluding the impact of those goodwill impairments and certain litigation settlement charges and related expenses, which are one time charges, we have a consolidated...

  • Page 71
    ...uncertain tax positions and the change in proportion of income by jurisdiction. In 2008 and 2007, we recorded $6.9 million and $2.4 million, respectively, for distribution of foreign dividends. There was no distribution of foreign dividends in 2009. Upon repatriation of our international earnings to...

  • Page 72
    ... to estimate the potential change at this time. We file income tax returns in the United States federal jurisdiction and various states and foreign jurisdictions. The majority of the Internal Revenue Service (IRS) audits for the 2006, 2007 and 2008 Imation Corp. and subsidiaries' U.S. consolidated...

  • Page 73
    ... benefits laws and local tax laws. From time to time, we contribute additional amounts, as we deem appropriate. In connection with actions taken under our 2008 and 2007 cost reduction restructuring program, the number of employees accumulating benefits under our pension plan in the United States...

  • Page 74
    ...) Obligations and funded status for the years ended December 31, 2009 and 2008 were as follows: United States International As of December 31, As of December 31, 2009 2008 2009 2008 (In millions) Change in benefit obligation Benefit obligation, beginning of year . . Service cost ...Interest...

  • Page 75
    ...27.4 $42.7 0.5 - $43.2 $ 8.0 (3.7) 1.9 $ 6.2 $ 6.5 (4.0) 2.1 $ 4.6 Information for pension plans with an accumulated benefit obligation in excess of plan assets included the following: International United States As of As of December 31, December 31, 2009 2008 2009 2008 (In millions) Projected...

  • Page 76
    .... The plans' asset allocations as of December 31, 2009 and 2008, by asset category were as follows: United States As of December 31, 2009 2008 International As of December 31, 2009 2008 Short-term investments...Fixed income securities ...Equity securities ...Absolute return strategy equity funds...

  • Page 77
    ... instruments could result in different measurement values. Changes in the fair value of the Plan's Level 3 assets for the year ended December 31, 2009, were as follows: Fixed Income Corporate Bond Funds Equity Large-cap Growth Funds Equity Small-cap Value Funds (In millions) Equity Comingled Trust...

  • Page 78
    ... related to the use of shares of treasury stock to match employee 401(k) contributions was $1.3 million, $2.6 million and $3.4 million in 2009, 2008 and 2007, respectively. In November 2009, we determined it was appropriate to reinstate our 401(k) Plan matching contribution to the rate applied...

  • Page 79
    ... December 31, 2009, there were 2,330,386 shares available for grant under our 2008 Incentive Plan. Stock Options The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in the valuation model are supported primarily by...

  • Page 80
    ... - (Continued) The following table summarizes stock option activity for the years ended December 31, 2009, 2008 and 2007: Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (Millions) Stock Options Outstanding December 31, 2006 Granted...

  • Page 81
    ... 2007 was $2.6 million, $3.1 million and $3.2 million before income taxes, respectively. The related tax benefit was $1.0 million and $1.2 million for the years ended December 31, 2009 and 2008, respectively. No related stock-based compensation was capitalized as part of an asset for the years ended...

  • Page 82
    ... recorded at fair value as discussed below. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The assets in our postretirement benefit plans are measured at fair value on a recurring basis (at least annually). See Note 10 herein for additional discussion concerning pension...

  • Page 83
    ... $99.0 million, respectively, to hedge our recorded balance sheet exposures. Our financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2009 were as follows: Significant Quoted Prices in Other Active Markets Observable for Identical Inputs Assets (Level...

  • Page 84
    ... shares of common stock subject to certain exceptions. The Rights expire on July 1, 2016 and may be redeemed earlier by the Board of Directors for $0.01 per Right. The shareholder rights plan was amended effective July 30, 2007 to change the definition of acquiring person to exclude TDK Corporation...

  • Page 85
    ...data storage products and accessories and (2) audio and video consumer electronic products and accessories (electronic products). Our data storage media business is organized, managed and internally and externally reported as segments differentiated by the regional markets we serve: Americas, Europe...

  • Page 86
    ...Magnetic products...Flash media products ...Electronic products, accessories and other . ... ... ... ... ... ... ... ...$ 738.0 ...474.2 ...90.0 ...347.3 $ 851.6 644.4 99.2 385.8 $1,981.0 $ 788.0 703.9 157.1 246.8 $1,895.8 Total ...$1,649.5 The following tables present net revenue and long-lived...

  • Page 87
    ... that our sale of various flash memory products, such as USB flash drives and certain flash card formats, infringed these patents and sought damages for prior sales and an injunction and/or royalties on future sales. This action had been stayed pending resolution of the related case described below...

  • Page 88
    ... of the TDK Recording Media business acquisition, TDK became our largest shareholder and owned approximately 20 percent of our shares as of December 31, 2009 and 2008. In connection with the acquisition we entered into a Supply Agreement and a Transition Services Agreement with TDK. For details...

  • Page 89
    ... common share, discontinued operations: Basic ...Diluted ...Earnings (loss) per common share, net income: Basic ...Diluted ...2009 Net revenue ...Gross profit...Operating (loss) income ...(Loss) income from continuing operations ...Discontinued operations ...Net (loss) income ...(Loss) earnings per...

  • Page 90
    ... because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Imation management assessed the effectiveness of Imation's internal control over financial reporting as of December 31, 2009. In making this assessment, we used the criteria set forth...

  • Page 91
    ..., Executive Officers and Corporate Governance. Board of Directors Information regarding our Board of Directors as of February 26, 2010 is set forth below: Michael S. Fields, Chairman and Chief Executive Officer of KANA Software, Inc. (a customer relationship management software and services company...

  • Page 92
    ... and 58,486 shares under our 2005 Stock Incentive Plan (2) No additional awards may be granted under our 2005 Stock Incentive Plan, 2000 Stock Incentive Plan, 1996 Employee Stock Incentive Plan or 1996 Directors Stock Compensation Program. Item 13. Certain Relationships and Related Transactions and...

  • Page 93
    ... 19, 2007, by and between Imation Corp. and TDK Corporation (incorporated by reference to Exhibit 2.1 to Imation's Form 8-K Current Report filed on April 25, 2007) Acquisition Agreement, dated January 19, 2006, by and between Imation Corp. and Memorex International Inc. (incorporated by reference to...

  • Page 94
    ..., No. 1-14310) 1996 Directors Stock Compensation Program, as amended May 8, 2002 (incorporated by reference to Exhibit 10.1 of Imation's Form 10-Q for the quarter ended June 30, 2002) Imation 2000 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.7 to Annual Report on Form 10...

  • Page 95
    Number Description of Exhibit 10.27* 10.28* 10.29* 10...Stock Option Agreement for Executive Officers under the Imation Corp. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Imation's Form 8-K Current Report filed on May 12, 2008) Form of Non-Employee Director Restricted Stock...

  • Page 96
    ... May 12, 2008) Form of Restricted Stock Agreement for Directors under the Imation Corp. 2008 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Imation's Form 8-K Current Report filed on May 12, 2008) Description of 2009 Annual Bonus Plan Target Approval (incorporated by reference to...

  • Page 97
    ...13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. IMATION CORP. . RUSSOMANNO By: /s/ FRANK P Frank P . Russomanno Vice Chairman and Chief Executive Officer Date: February 26, 2010...

  • Page 98
    ... of the Securities Exchange Act of 1934, this report has been signed...Officer (Principal Executive Officer) Senior Vice President and Chief Financial Officer (Principal Financial Officer) Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) Director...

  • Page 99
    EXHIBIT INDEX Exhibit Number Description of Exhibit 21.1 23.1 24.1 31.1 31.2 32.1 32.2 Subsidiaries of Imation Corp. Consent of Independent Registered Public Accounting Firm Power of Attorney Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Certification Pursuant to Section 302 ...

  • Page 100
    ... Electronics Mexico ...Imation Latin America Corp ...Imation Mexico S.A. de C.V...Imation do Brasil Ltda ...Imation Chile S.A...Imation Latin America Marketing S.A...Imation Mercosur Trading S.A...Imation Funding Corp ...Memorex Products Inc...Imation Online Services Corporation ...IMN Data Storage...

  • Page 101
    ..., 333-38196, 333-66030, 333-124634 and 333-150693), of Imation Corp. of our report dated February 26, 2010, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers...

  • Page 102
    ..., in any and all capacities, to sign the 2009 Annual Report on Form 10-K of Imation Corp., and any and all amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in...

  • Page 103
    ... (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...

  • Page 104
    ... (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...

  • Page 105
    ...of 2002 In connection with the Annual Report of Imation Corp. (the "Company") on Form 10-K for the period ended December 31, 2009, as filed with the Securities and Exchange Commission (the "Report"), I, Frank P . Russomanno, Vice Chairman and Chief Executive Officer of the Company, certify, pursuant...

  • Page 106
    ... 2002 In connection with the Annual Report of Imation Corp. (the "Company") on Form 10-K for the period ended December 31, 2009, as filed with the Securities and Exchange Commission (the "Report"), I, Paul R. Zeller, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant...

  • Page 107
    ... Executive Officer Imation Corp. Product Information Visit imation.com, memorex.com, tdk-media.com, and xtrememac.com. Charles A. Haggerty Chief Executive Officer Le Conte Associates, LLC Former Chairman, President and Chief Executive Officer Western Digital Corporation Glen A. Taylor Chairman...

  • Page 108
    ... paper holds the following certifications: Imation, the Imation logo, Memorex, the Memorex logo, XtremeMac, the XtremeMac logo, and DataGuard rf are trademarks of Imation Corp and its subsidaries. The TDK Life on Record logo is a trademark of TDK Corporation. All other trademarks are property of...