SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-Q
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 OR
___ 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
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IMATION CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1838504
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 IMATION PLACE
OAKDALE, MINNESOTA 55128
(Address of principal executive offices)
(612) 704-4000
(Registrant's telephone number, including area code)
--------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 40,624,939 shares of Common
Stock, par value $0.01 per share, were outstanding at July 31, 1998.
<PAGE>
IMATION CORP.
INDEX
Page(s)
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Operations
for the three and six month periods
ended June 30, 1998 and 1997
Condensed Consolidated Balance Sheets as
of June 30, 1998 and December 31, 1997
Condensed Consolidated Statements of Cash Flows
for the six month periods ended June 30, 1998 and 1997
Notes to Consolidated Financial Statements
Report of Independent Accountants
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
PART II. OTHER INFORMATION
SIGNATURE
EXHIBIT INDEX
<PAGE>
PART I. FINANCIAL INFORMATION
IMATION CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
Three months ended Six months ended
----------------- -------------------
June 30, June 30,
1998 1997 1998 1997
------ ------ -------- --------
Net revenues $517.1 $554.8 $1,036.5 $1,102.5
Cost of goods sold 333.0 361.8 668.0 710.5
------ ------ -------- --------
Gross profit 184.1 193.0 368.5 392.0
Operating expenses:
Selling, general and
administrative 137.5 142.6 274.2 275.6
Research and development 32.6 40.4 70.1 78.2
Restructuring (3.6) - (3.6)
------ ------ -------- --------
Total 166.5 183.0 340.7 353.8
Operating income 17.6 10.0 27.8 38.2
Other income and expense:
Interest expense 5.6 3.8 10.8 6.2
Other, net 1.1 (1.8) 2.6 2.2
------- ------- ----- -----
Total 6.7 2.0 13.4 8.4
Income before taxes 10.9 8.0 14.4 29.8
Income tax provision 6.1 3.6 7.6 13.4
------- ------- -------- --------
Net income $ 4.8 $ 4.4 $ 6.8 $ 16.4
======= ======== ========= ========
Basic and diluted earnings
per common share $ 0.12 $ 0.11 $ 0.17 $ 0.40
======= ======= ========= ========
Weighted average basic
shares outstanding 39.3 40.0 39.2 40.4
======= ======= ========= ========
Weighted average diluted
shares outstanding 39.5 40.1 39.4 40.6
======= ======= ========= ========
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL PART
OF THESE STATEMENTS.
<PAGE>
IMATION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)
June 30,
1998 December 31,
(Unaudited) 1997
--------- -----------
ASSETS
Current assets
Cash and equivalents $ 23.6 $ 103.5
Accounts receivable - net 498.1 459.3
Inventories 385.7 399.9
Other current assets 123.9 141.7
--------- ---------
Total current assets 1,031.3 1,104.4
Property, plant and equipment - net 347.4 381.6
Other assets 235.6 179.5
--------- ---------
Total assets $ 1,614.3 $ 1,665.5
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 181.7 $ 182.2
Accrued payroll 36.1 38.3
Short-term debt 48.4 31.3
Other current liabilities 316.0 313.7
--------- ---------
Total current liabilities 582.2 565.5
Other liabilities 86.8 98.1
Long-term debt 251.6 319.7
Commitments and contingencies
Shareholders' equity
Preferred stock, $0.01 par value, authorized 25.0
million shares, none issued and outstanding -- --
Common stock, $0.01 par value, authorized 100.0
million shares, 42.9 million issued as of
June 30, 1998 and December 31, 1997 0.4 0.4
Additional paid-in capital 1,025.0 1,025.8
Accumulated deficit (164.6) (171.1)
Unearned ESOP shares (31.7) (37.3)
Cumulative translation adjustments (79.7) (78.1)
Treasury stock, at cost, 2.3 million shares
as of June 30, 1998 and December 31, 1997 (55.7) (57.5)
--------- ---------
Total shareholders' equity 693.7 682.2
--------- ---------
Total liabilities and shareholders' equity .. $ 1,614.3 $ 1,665.5
========= =========
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL PART
OF THESE STATEMENTS.
<PAGE>
IMATION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Six months ended
June 30,
---------------------
1998 1997
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6.8 $ 16.4
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 60.8 74.3
Working capital changes (37.9) (60.5)
Other 15.7 14.7
-------- --------
Net cash provided by operating activities 45.4 44.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (36.1) (62.8)
Capitalized software (48.3) (33.3)
Other 4.4 0.4
-------- --------
Net cash used in investing activities (80.0) (95.7)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term debt 18.4 0.8
Other borrowings of debt 21.9 278.0
Other repayments of debt (90.0) (167.2)
Purchases of treasury stock -- (60.9)
Decrease in unearned ESOP shares 5.6 4.8
Exercise of stock options 1.2 0.2
-------- --------
Net cash (used in) provided by
financing activities (42.9) 55.7
Effect of exchange rate changes on cash .. (2.4) (0.2)
-------- --------
Net change in cash and equivalents (79.9) 4.7
Cash and equivalents - beginning of period 103.5 61.7
-------- --------
Cash and equivalents - end of period $ 23.6 $ 66.4
======== ========
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL PART
OF THESE STATEMENTS.
<PAGE>
IMATION CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The interim consolidated financial statements are unaudited but, in the opinion
of management, reflect all adjustments necessary for a fair presentation of
financial position, results of operations and cash flows for the periods
presented. These adjustments, except for the restructuring charge adjustment in
the second quarter of 1998, consist of normal, recurring items. The results of
operations for any interim period are not necessarily indicative of results for
the full year. The consolidated financial statements and notes are presented as
permitted by the requirements for Form 10-Q and do not contain certain
information included in the Company's annual consolidated financial statements
and notes. This Form 10-Q should be read in conjunction with the Company's
consolidated financial statements and notes included in its 1997 Annual Report
on Form 10-K.
2. EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 128, EARNINGS PER SHARE, which the Company has
adopted for all periods presented. SFAS No. 128 requires companies to compute
earnings per share under two different methods, basic and diluted earnings per
share. Prior period amounts have been restated to conform with this standard.
Basic earnings per share is calculated using the weighted average number of
shares outstanding during the period adjusted for ESOP shares not committed.
Diluted earnings per share is computed on the basis of the weighted average
basic shares outstanding plus the dilutive effect of outstanding stock options
using the "treasury stock" method. The following table sets forth the
computation of the weighted average basic and diluted shares outstanding for the
three and six month periods ended June 30, 1998 and 1997:
<PAGE>
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 1998 1997 1998 1997
---- ---- ---- ----
Weighted average
shares outstanding 40.7 41.8 40.7 42.3
Weighted average ESOP
shares not committed (1.4) (1.8) (1.5) (1.9)
---- ---- ---- ----
Weighted average
basic shares outstanding 39.3 40.0 39.2 40.4
Dilutive effect of
employee stock options 0.2 0.1 0.2 0.2
---- ---- ---- ----
Weighted average diluted
shares outstanding 39.5 40.1 39.4 40.6
==== ==== ==== ====
3. SUPPLEMENTAL BALANCE SHEET INFORMATION
June 30,
1998 December 31,
(Unaudited) 1997
---------- -----------
(In millions)
Inventories
Finished goods $ 263.0 $ 272.6
Work in process 57.5 59.7
Raw materials and supplies 65.2 67.6
--------- ---------
Total inventories $ 385.7 $ 399.9
========= =========
Property, Plant and Equipment
Property, plant and equipment $ 1,585.9 $ 1,704.5
Less accumulated depreciation (1,238.5) (1,322.9)
--------- ---------
Property, plant and equipment - net $ 347.4 $ 381.6
========= =========
4. COMMITMENTS AND CONTINGENCIES
Discussion of legal matters is cross-referenced to this Form 10-Q, Part II, Item
1, Legal Proceedings, and should be considered an integral part of the
Consolidated Financial Statements and Notes.
5. RESTRUCTURING
In the fourth quarter of 1997, the Company recorded a $170 million pre-tax
charge for the restructuring of its worldwide operations in order to improve the
Company's competitive position, to focus resources on areas of strength and on
growth opportunities, and to reduce costs and eliminate unnecessary structure.
In the first two quarters of 1998, the Company made cash payments of $15.2
million
<PAGE>
related to this restructuring and reduced its headcount by approximately 800. As
part of this restructuring plan, the Company closed a research facility in the
United Kingdom. The Company also entered into an agreement to sell its CD-ROM
business and announced its intention to close its metal printing plates
manufacturing facility in Middleway, West Virginia which are not reflected in
the cash disbursement.
During the second quarter of 1998, the Company recorded a $3.6 million benefit
in the restructuring line of the Statement of Operations as a final adjustment
of restructuring charges recorded in the fourth quarter of 1995 as a result of
its policy to evaluate its restructuring resources quarterly and adjust such
resources to reflect changes in estimates as [illegible copy] becomes available.
6. SUBSEQUENT EVENT
On July 31, 1998, the Company and Eastman Kodak Company (Kodak) signed an asset
purchase agreement for the sale of most of the Company's worldwide medical
imaging business. Discussion of this matter is cross-referenced to this Form
10-Q, Part I, Item II, Management's Discussion and Analysis of Financial
Condition and Results of Operations, Subsequent Event section, and should be
considered an integral part of the Consolidated Financial Statements and Notes.
7. COMPREHENSIVE INCOME
In the first quarter of 1998, the Company adopted SFAS No. 130, REPORTING OF
COMPREHENSIVE INCOME. The standard requires the display and reporting of
comprehensive income (loss), which includes all changes in shareholders' equity
with the exception of additional investments by shareholders or distributions to
shareholders. Comprehensive income (loss) for the Company includes net income
and the effects of translation which are charged or credited to the cumulative
translation adjustments account within shareholders' equity. Comprehensive
income (loss) for the three and six month periods ended June 30, 1998 and 1997
was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
(In millions) 1998 1997 1998 1997
------- ------- ------- -------
Net income $ 4.8 $ 4.4 $ 6.8 $ 16.4
Changes in cumulative
translation adjustments 2.4 (1.7) (1.6) (22.2)
------- ------- ------- -------
Comprehensive
income (loss) $ 7.2 $ 2.7 $ 5.2 $ (5.8)
======= ======= ======= =======
<PAGE>
8. NEW ACCOUNTING STANDARDS
Effective with year-end 1998, the Company will adopt SFAS No. 131, DISCLOSURE
ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. SFAS No. 131
establishes standards for the reporting of operating segment information in both
annual reports and interim financial reports issued to shareholders. The Company
is reviewing the requirements of SFAS No. 131 but has not yet determined what
segment information will be reported upon adoption. The Company believes that it
may be required to present segment information beyond the one segment currently
presented.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This standard
establishes accounting and reporting standards for derivative instruments and
hedging activities. The Company must adopt this standard no later than January
1, 2000. The Company is reviewing the requirements of this standard and has not
yet determined the impact of this standard on the financial statements of the
company.
*****
PricewaterhouseCoopers LLP, the Company's independent accountants, has performed
a review of the unaudited interim consolidated financial statements included
herein and their report thereon accompanies this filing.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Imation Corp.:
We have reviewed the accompanying condensed consolidated balance sheet of
Imation Corp. (the Company) as of June 30, 1998, and the related consolidated
statements of operations for the three and six months ended June 30, 1998 and
1997 and condensed consolidated statements of cash flows for the six months
ended June 30, 1998 and 1997. These consolidated financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1997, and the
related consolidated statements of operations, shareholders' equity and cash
flows for the year then ended (not presented herein); and in our report dated
February 6, 1998, except for the second paragraph of Note 7, as to which the
date is March 30, 1998, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 1997,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
August 11, 1998
<PAGE>
IMATION CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL OVERVIEW
Imation Corp. (the "Company") began operations as an independent, publicly held
company on July 1, 1996 when Minnesota Mining and Manufacturing Company, ("3M"),
spun off substantially all of the businesses previously operated within its data
storage and imaging systems groups.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1998 AND 1997
Net revenues for the second quarter of 1998 were $517.1 million, a decrease of
$37.7 million or 6.8 percent from the same period in 1997. Volume increases of 2
percent were more than offset by price declines of 6 percent and the negative
effect of changes in currency exchange rates of 3 percent. Volume growth was
positively impacted by continued strength of DryView(TM) and SuperDisk(TM)
technologies as well as by higher revenues in the Customer Solutions businesses
driven by the Company's acquisition of Cemax-Icon in the third quarter of 1997.
These increases were partially offset by volume declines in the Company's more
mature product lines, especially in Europe. In the second quarter of 1998,
approximately 41% of the Company's revenues were generated from the Customer
Solutions and Growth Technologies businesses, compared to 35% in the same period
in 1997.
Net revenues in the United States decreased 1 percent with volume growth of 4
percent off-set by pricing declines of 5 percent. International net revenues
decreased by 13 percent driven by pricing declines of 7 percent and the negative
impact of changes in currency exchange rates of 7 percent. The international
volume increase of 1 percent is lower than in previous quarters driven by lower
sales in the Company's European operations. International revenues accounted for
46 percent of the Company's second quarter 1998 revenues, as compared to 49
percent for the second quarter 1997.
Gross profit in the second quarter of 1998 was $184.1 million, or 35.6 percent
of revenues, on lower revenues compared with the second quarter of 1997 which
was $193.0 million, or 34.8 percent of revenues. The gross profit percentage in
the second quarter of 1997 was negatively impacted by lower than expected demand
in the desk-top tape back-up segment which resulted in under-utilization of the
tape production facility during that period. The gross margin percentage in the
second quarter of 1998 was maintained at levels consistent with recent quarters
despite lower sales levels reflecting continued
<PAGE>
productivity improvements in the Company's manufacturing operations which
off-set the negative impacts of declining sales prices.
Selling, general and administrative (SG&A) expenses were $137.5 million, or 26.6
percent of revenues. SG&A expenses in the second quarter of 1997 were $142.6
million, or 25.7 percent of revenues. The lower dollar level of SG&A reflects
the impact of the Company's 1997 restructuring program partially off-set by
costs associated with the Company's launch of its SuperDisk program and costs
attributable to its information technology (IT) infrastructure development.
These factors combined with a lower level of revenues in 1998 account for the
increase in SG&A as a percent to revenues year over year.
Research and development (R&D) costs totaled $32.6 million or 6.3 percent of
revenues in the second quarter of 1998, down $7.8 million and 1.0 percent of
revenues from the same period in 1997. R&D costs benefited from the
consolidation out of a corporate research facility in the UK and elimination of
some non-strategic and redundant programs. The Company believes the current
level of R&D is within the target range appropriate for these businesses.
The Company recorded a $3.6 million benefit in the second quarter of 1998 in the
restructuring line of the Statement of Operations reflecting final adjustments
of the restructuring reserves established in the fourth quarter of 1995. As a
result of its policy to evaluate its restructuring reserves quarterly and adjust
such reserves to reflect changes in estimates as better information becomes
available.
Operating income for the second quarter of 1998 was $17.6 million. This
represents a $7.6 million increase over operating income of $10.0 million in the
second quarter of 1997. Excluding the restructuring benefit, operating income
increased $4.0 million and operating income margin increased 0.9 percentage
points to 2.7 percent of revenues compared to the second quarter of 1997.
Second quarter 1998 interest expense was $5.6 million, up $1.8 million from the
same quarter last year. This increase resulted from both a higher average level
of debt outstanding and, to a lesser extent, a higher interest rate in 1998
versus 1997.
The net other income and expense in the second quarter of 1998 totaled $1.1
million of expense. In the same period of 1997, net other income and expense was
$1.8 million of income. This variance is driven by lower interest income in the
second quarter of 1998 compared to the same period in 1997 and by currency
transaction effects.
The Company's effective tax rate in the second quarter of 1998 was 56 percent
compared to 45 percent in the second quarter of 1997. This increase reflects a
revision in the Company's estimated 1998 effective tax rate to 53 percent from
43 percent in first quarter of 1998 driven by a change in the estimated level
and mix by jurisdiction of pre-tax income expected for the full year of 1998.
<PAGE>
Net income in the second quarter of 1998 was $4.8 million, or $0.12 per basic
and diluted share, compared with $4.4 million, or $0.11 per basic and diluted
share, for the same period in 1997. Excluding the restructuring benefit, net
income in the second quarter of 1998 would have been $3.1 million or $0.08 per
basic and diluted share.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1998 AND 1997
On a year to date basis, net revenues were $1,036.5 million, a decrease of $66.0
million or 6.0 percent from the same period in 1997. Volume increases of 3
percent were more than offset by price declines of 6 percent and the negative
effect of changes in currency exchange rates of 3 percent. Volume growth was
positively impacted by continued strength of DryView(TM) and SuperDisk(TM)
technologies as well as by higher revenues in the Customer Solutions businesses
driven by the Company's 1997 acquisition of Cemax-Icon. These increases were
more than offset by volume declines in the Company's more mature product lines,
especially in Europe.
Net revenues in the United States decreased 2 percent, and international
revenues decreased 10 percent. In both cases, volume increases were more than
offset by price declines. International revenues were also negatively impacted 6
percent by changes in currency translation rates year over year. International
revenues accounted for 47 percent of the Company's revenues in the first six
months of 1998, as compared to 50 percent in the same period in 1997.
Gross profit for the first six months of 1998 was $368.5 million or 35.6 percent
of revenues. This compares with $392.0 million, or 35.6 percent of revenues in
1997.
Selling, general and administrative (SG&A) expenses were $274.2 million or 26.5
percent of revenues. This compares with $275.6 million or 25.0 percent of
revenues in the first six months of 1997. The increase in SG&A expenses as a
percentage of revenues is due to the decline in revenues plus the Company's
launch of its SuperDisk program and costs attributable to its IT infrastructure
development.
Research and development costs totaled $70.1 million, or 6.8 percent of revenues
in the first six months of 1998, down $8.1 million, or 0.3 percentage points
from the same period in 1997. This decrease reflects the impact of the Company's
1997 restructuring program.
The Company recorded a $3.6 million benefit in the second quarter of 1998 in the
restructuring line of the Statement of Operations reflecting final adjustments
of the restructuring reserves established in the fourth quarter of 1995.
Operating income for the first six months of 1998 was $27.8 million, or 2.7
percent of revenues. This represents a $10.4 million decline over operating
income in the same period of 1997. Excluding the restructuring benefit,
operating income would have shown a $14.0
<PAGE>
million decline in the first six months of 1998 over the same period of 1997.
Interest expense for the first six months of 1998 was $10.8 million, up $4.6
million from the same period of 1997. This increase resulted from both a higher
average level of debt outstanding and, to a lesser extent, a higher interest
rate in 1998 versus 1997.
The net other income and expense in the first six months of 1998 totaled $2.6
million of expense, compared to $2.2 million of expense in the comparable
period of 1997.
The Company's effective tax rate for the first six months of 1998 was 53
percent, compared to 45 percent in the same period in 1997. This increase is
driven by a change in the estimated level and mix by jurisdiction of pre-tax
income expected for the full year of 1998.
Year to date net income in 1998 was $6.8 million, or $0.17 per share. Net income
in the comparable period of 1997 was $16.4 million, or $0.40 per share.
Excluding the restructuring benefit in 1998, net income would have been $5.1
million, or $0.13 per share.
FINANCIAL POSITION
The Company had 3.4 months of inventory on hand at June 30, 1998, unchanged from
December 31, 1997. The accounts receivable days sales outstanding was 85 days at
June 30, 1998, up from 76 days at December 31, 1997. This 9 day increase is due
to transitory timing impacts of the I.T. implementation.
The book value of property, plant and equipment at June 30, 1998 was $347.4, a
decrease of $34.2 million from the December 31, 1997 balance of $381.6 million.
This decrease is primarily due to capital spending being lower than
depreciation. Other assets increased by $56.1 million from December 31, 1997
primarily due to capitalization of costs related to the design, implementation
and testing of the Company's worldwide IT systems and increases in deferred
taxes.
LIQUIDITY
Cash provided by operating activities was $45.4 million during the six months
ended June 30, 1998, compared to $44.9 million during the
<PAGE>
same period in 1997. Working capital changes used less cash in 1998 compared to
1997, but this was off-set by lower net income and lower depreciation and
amortization in 1998 versus 1997. Depreciation and amortization was $60.8
million in the first six months of 1998, as compared to $74.3 million in the
comparable period of 1997. In the first two quarters of 1998, the Company made
cash payments of $15.2 million related to its 1997 restructuring. The Company's
current plans call for it to make total cash payments of approximately $100
million related to the 1997 restructuring, the majority of which are expected to
occur in 1998.
Cash used in investing activities was $80.0 million for the first two quarters
of 1998 compared to $95.7 million in the comparable period of 1997. Investing
activities included capital expenditures of $36.1 million for the first six
months of 1998 compared to $62.8 million during the same period of 1997.
Capitalized software was $48.3 million in the first six months of 1998, compared
to $33.3 million in the same period in 1997. These expenditures related
primarily to the design, implementation and testing of the Company's new IT
systems. Amortization of these costs which began during the second quarter of
1998 are expected to be about $5.0 million per quarter going forward.
Financing activities during the first two quarters of 1998 used cash of $42.9
million. Financing activities primarily related to the net borrowing repayments
of $68.1 million.
At June 30, 1998, the Company had borrowed $244.3 million under its $350 million
revolving credit facility with a syndicate of banks (the "Credit Agreement"). As
a result of the restructuring and other special charges recorded by the Company
in its 1997 consolidated financial statements, as of December 31, 1997, the
Company was not in compliance with certain of its financial covenants contained
in the Credit Agreement. In December 1997, the Company obtained a limited waiver
from the lenders who are parties to the Credit Agreement under which the lenders
agreed to waive compliance by the Company with the financial covenants contained
in the Credit Agreement during the period from December 17, 1997 to March 30,
1998. On March 30, 1998, the Company entered into a Limited Waiver and Amendment
No. 2 to the Credit Agreement under which the lenders agreed to waive compliance
by the Company with the financial covenants contained in the Credit Agreement,
which provides for an extension through January 5, 1999 of the limited waiver
granted in December 1997. During the extended waiver period, borrowings under
the Credit Agreement will be collateralized by substantially all of the
Company's assets and the Company will be required to maintain a specified
minimum level of earnings before income taxes, depreciation and amortization
(EBITDA). The Company will also incur certain fees and increased interest rates
on outstanding borrowings under the Credit Agreement during the extended waiver
period. The Company expects to enter into a new credit facility prior to
December 31, 1998.
At June 30, 1998, the Company's ratio of total debt to total capital was 30%.
The Company expects to maintain an adequate level of
<PAGE>
liquidity through cash flows from operations, availability of borrowings under
its bank credit agreement and other sources of financing.
YEAR 2000 COMPLIANCE
The Company has a project team that is currently assessing the impact of the
year 2000 on the processing of date-related information by computer systems. The
Company is in the process of implementing a new corporate-wide IT infrastructure
that is enabling it to operate independently from 3M. The Company presently
believes that Year 2000 issues will not pose significant operational problems
for the Company's new IT systems, as implemented. However, the Year 2000 issue
may have a material impact on the operations of the Company in the event certain
remaining new IT systems, primarily related to certain international operations
and manufacturing operations, are not implemented as planned. In addition, the
Company is currently evaluating its product and service offerings, production
equipment and business partner relationships to determine whether any changes
will be necessary to ensure Year 2000 functionality. At this time, the Company
is unable to quantify the cost of any such modifications or other activities
required to address the Year 2000 issue and therefore is unable to determine if
such costs and expenses will be material to the Company.
RECENTLY ISSUED ACCOUNTING STANDARDS
Effective with year-end 1998, the Company will adopt Statement of Financial
Accounting Standard ("SFAS") No. 131, DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE
AND RELATED INFORMATION. SFAS No. 131 establishes standards for the reporting of
operating segment information in both annual reports and interim financial
reports issued to shareholders. The Company is reviewing the requirements of
SFAS No. 131 but has not yet determined what segment information will be
reported upon adoption. The Company believes that it may be required to present
segment information beyond the one segment currently presented.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This standard
establishes accounting and reporting standards for derivative instruments and
hedging activities. The Company must adopt this standard no later than January
1, 2000. The Company is reviewing the requirements of this standard and has not
yet determined the impact of this standard on the financial statements of the
company.
<PAGE>
SUBSEQUENT EVENT
On July 31, 1998, the Company and Eastman Kodak Company (Kodak) signed an asset
purchase agreement for the sale of most of the Company's worldwide medical
imaging business.
Under the terms of the agreement, Kodak will pay the Company an aggregate of
approximately $520 million in cash at closing and will acquire the assets and
assume the liabilities of the Company's medical imaging business, including the
Company's manufacturing facilities in White City, Oregon and Oakdale, Minnesota,
and all of the outstanding shares of the Company's Cemax-Icon subsidiary in
Fremont, California. Kodak has agreed to reimburse the Company for the Company's
payment of up to $44.8 million to the former shareholders of Cemax-Icon for
certain contingent value rights issued to such shareholders in the Company's
acquisition of Cemax-Icon. The actual amount that will be paid to the former
shareholders will be determined by the revenue performance of Cemax-Icon during
the twelve-month periods ended June 30, 1998 and June 30, 1999.
The business being sold generated approximately $500 million in revenues
annually with approximately $280 million in net assets. Approximately 1,600
employees of the Company will transfer to Kodak upon closing.
The Company will retain its manufacturing facility in Ferrania, Italy, where the
Company will manufacture x-ray and wet laser medical imaging film for Kodak
under a supply agreement for a minimum of two years. As part of the cash
payment, and in connection with the Ferrania supply agreement, Kodak will pay
the Company $20 million in cash at closing. Kodak will also pay up to an
additional $25 million no later than termination of the supply agreement. Under
a separate supply agreement, Kodak will supply document imaging products to
Imation out of the White City, Oregon facility for up to five years.
In addition, upon closing of the sale, or if the transaction does not close due
to the failure to receive applicable regulatory approvals, the civil litigation
concerning certain intellectual property disputes between the companies in the
United States and Italy will be settled.
Principal products included in the Company's medical imaging business are:
DryView laser imaging systems, Imation wet laser imagers, Imation chest system,
Imation Trimax x-ray films, conventional x-ray film processing systems, Imation
wet laser films, and Cemax-Icon digital picture-archiving and communication
systems products. In addition to the medical imaging assets, Kodak will acquire
rights to the Company's DryView Imagesetting Film business in the graphics arts
industry.
Consummation of the transaction is subject to expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of other
applicable non-U.S. antitrust approvals and
<PAGE>
certain other customary closing conditions. The transaction is expected to close
in the first quarter of 1999.
The Company expects to net approximately $450 million in cash from the sale and
report an after-tax gain at closing of approximately $75 to $80 million net of
and other costs associated with the sale.
The Company currently anticipates using the sale proceeds in three areas, as
appropriate: to support investments in core growth opportunity areas, to repay
debt and to buy back the Company's stock.
FORWARD-LOOKING STATEMENTS
Certain information contained in this report which does not relate to historical
financial information may be deemed to constitute forward looking statements.
The words or phrases "will likely result", "are expected to", "will continue",
"is anticipated", "estimate", "project", "believe" or similar expressions
identify "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties which could cause actual results to differ materially
from historical results and those presently anticipated or projected. The
Company wishes to caution readers not to place undue reliance on any such
forward looking statements, which speak only as of the date made. Among the
factors that could cause the Company's actual results in the future to differ
materially from any opinions or statements expressed with respect to future
periods are market acceptance of newly introduced products (including the
Company's SuperDisk(TM) products), implementation of the Company's restructuring
plans, closure of the sale of the Company's medical imaging business to Kodak,
competitive industry conditions including historical price erosion in certain
product categories, technological developments in the markets served by the
Company, foreign currency fluctuations, the Company's ability to establish its
operations as an independent company (including the implementation of its global
information technology systems), and the various factors set forth in the
Company's filings with the Securities and Exchange Commission, including its
1997 Annual Report on Form 10-K.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to Item 3. "Legal Proceedings" included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997. The
following previously reported legal proceedings had developments during the
first two quarters of 1998:
EASTMAN KODAK COMPANY vs. MINNESOTA MINING AND MANUFACTURING CORPORATION, et.
al. (U.S. District Court for the Western District of New York, Civil Action No.
97-CV-6535T), and IMATION S.P.A., vs. EASTMAN KODAK COMPANY et. al. (Civil Court
of Savona, Italy, No. 2259/97). On December 2, 1997 Eastman Kodak Company
("Kodak") filed a civil complaint against the Company, 3M and certain of their
respective subsidiaries in the U.S. District Court for the Western District of
New York. The complaint alleges improper receipt of Kodak trade secrets by 3M's
Italian subsidiaries between 1993 and May 1996 from Harold Worden, a retired
Kodak employee. Worden has since pleaded guilty and been sentenced in the
Western District of New York on criminal charges of interstate transportation of
stolen Kodak documents. The 3M subsidiaries that dealt with Worden became
subsidiaries of the Company in connection with the spin-off of the Company from
3M in July 1996. In its complaint, Kodak seeks unspecified compensatory damages,
treble damages, punitive damages and permanent injunctive relief. On December 2,
1997 the Company, 3M and their respective subsidiaries filed a suit in Italy
asking the Italian Court to declare that they have no liability to Kodak in this
matter. On May 15, 1998, the parties requested that the legal proceedings in the
United States and Italy be stayed pending ongoing settlement discussions among
the parties. On July 31, 1998, the parties entered into an agreement that upon
closing of the medical imaging sale, or if the transaction does not close due to
the failure to receive applicable antitrust approvals, the civil litigation
concerning certain intellectual property disputes between the companies in the
United States and Italy will be settled. It is unknown what further actions may
arise out of criminal proceedings.
The Company is also the subject of various pending or threatened legal actions
in the ordinary course of its business. All such matters are subject to many
uncertainties and outcomes that are not predictable with assurance.
Consequently, the Company is unable to ascertain the ultimate aggregate amount
of any monetary liability or financial impact that may be incurred by the
Company with respect to these matters. While these matters could materially
affect operating results of any one quarter when resolved in future periods, it
is management's opinion that after final disposition, any monetary liability or
financial impact to the Company beyond that provided in the consolidated balance
sheet as of June 30, 1998 would not be material to the Company's financial
position or annual results of operations or cash flows.
<PAGE>
Item 2. Changes in Securities and Use of Proceeds - Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's 1998 Annual Meeting of Shareholders held on June 4, 1998, the
shareholders approved the following:
(a) A proposal to elect three Class II directors of the
Company to serve for three-year terms in 2001 as follows:
Directors Votes For Votes Witheld
- --------- --------- -------------
William W. George 34,836,421 443,078
Marvin L. Mann 34,837,109 442,390
Daryl J. White 34,835,819 443,680
There were no broker non-votes. In addition, the terms of the
following directors continued after the meeting: Class III directors for a term
ending in 1999 - Linda W. Hart and William T. Monahan, and Class I directors for
a term ending in 2000 - Lawrence E. Eaton, Michael S. Fields, and Ronald T.
LeMay.
(b) A proposal to ratify the appointment of Coopers & Lybrand
L.L.P. (PricewaterhouseCoopers LLP effective July 1, 1998) to serve as
independent certified public accountants of the Company for the year ending
December 31, 1998. The proposal received 35,016,446 votes for, and 173,045
against, ratification. There were 90,008 abstentions and no broker non-votes.
Item 5. Other Information - Not Applicable
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) The following documents are filed as exhibits to this Report.
2.1 Asset Purchase Agreement dated as of July 31, 1998 between
Imation Corp. and Eastman Kodak Company (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report Form 8-K
dated July 31, 1998).
10.1 Negotiated Settlement and Release of All Claims dated as of April
21, 1998, between Jill D. Burchill and Imation Corp.
15.1 An awareness letter from the Company's independent accountants
regarding unaudited interim financial statements. Page XX.
27.1 Financial data schedule
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements 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.
-------------
(REGISTRANT)
Date: August 14, 1998 By: /s/ Robert L. Edwards
-------------------------
Robert L. Edwards
Senior Vice President,
Strategy, Planning and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ ----------------------------------------------------------------------
2.1 Asset Purchase Agreement dated as of July 31, 1998 between Imation
Corp. and Eastman Kodak Company (incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report Form 8-K dated July 31,
1998).
10.1 Negotiated Settlement and Release of All Claims dated as of April 21,
1998, between Jill D. Burchill and Imation Corp.
15.1 An awareness letter from the Company's independent accountants
regarding unaudited interim financial statements.
27.1 Financial data schedule
EXHIBIT 10.1
CONFIDENTIAL
NEGOTIATED SETTLEMENT AND RELEASE OF ALL CLAIMS
This Confidential Negotiated Settlement and Release of All Claims
("Agreement") is made and entered into between Jill D. Burchill ("Employee") and
Imation Corp. ("Imation"). EMPLOYEE UNDERSTANDS THAT EMPLOYEE CANNOT SIGN THIS
AGREEMENT UNTIL AT LEAST TWENTY-ONE (21) DAYS AFTER EMPLOYEE HAS RECEIVED THIS
AGREEMENT, WHICH WAS ON MARCH 31, 1998.
WHAT IMATION AGREES TO DO
In return for this Agreement and for Employee's resignation from
Imation as described herein and in full and final settlement, compromise, and
release of all of Employee's employment-related claims (as described in section
2 below), but not as earnings used to calculate retirement benefits, Imation
agrees to provide Employee consideration as follows:
A. Imation agrees to pay Employee the amount of Five Hundred
Sixty-two Thousand Five Hundred Thirty Dollars ($562,530.00) less
applicable deductions, such as federal, state, local and FICA
payroll tax deductions. Payment processing will begin following
the expiration of fifteen (15) days after Employee signs this
Agreement, so long as Employee does not exercise Employee's right
to rescind this Agreement pursuant to section 3.L. below.
B. Imation will also provide Employee with outplacement assistance
through an agency of Employee's choosing, in an amount not to
exceed Thirty Thousand Dollars ($30,000) in services. Employee and
Imation agree that invoices for outplacement services will be sent
directly to Imation for payment.
C. In the event that Employee elects continuation of benefits through
COBRA, Imation will cover the full cost of Employee's benefit
coverage for a period of 18 months or until Employee becomes
covered by another employer, whichever comes first.
D. Notwithstanding Section 10 of Imation's 1996 Employee Stock
Incentive Plan, upon termination of Employee's employment with
Imation, all outstanding stock options held by Employee, which are
listed on Exhibit A attached hereto, will become immediately
exercisable in full AND MUST BE EXERCISED NO LATER THAN DECEMBER
31, 1999. ALL OF EMPLOYEE'S OUTSTANDING STOCK OPTIONS WILL
TERMINATE ON DECEMBER 31, 1999.
E. Imation will continue to pay Employee's Split Dollar Life
Insurance Policy through September, 1999.
Employee understands and agrees that Imation is under no separate
obligation to make such payments and benefits available to Employee
<PAGE>
and that they are offered to Employee solely in exchange for this Agreement, and
as an accommodation to obtain Employee's resignation from Imation. Accrued but
unused vacation pay and personal holidays will be paid separately pursuant to
normal Imation policy.
2. WHAT EMPLOYEE AGREES TO DO
As a condition to receiving the above payments and benefits, Employee agrees as
follows:
A. Employee must return all Imation property currently in Employee's
possession, including, but not limited to, all notes, memoranda,
correspondence, files, notebooks, technical charts or diagrams,
customer lists or information, sales and marketing information,
computer recorded information, software, equipment, materials,
keys and credit cards. Employee acknowledges that this obligation
is continuing and agrees to promptly return to Imation any
subsequently discovered property as described above.
B. Employee also agrees to repay to Imation the amount of any
permanent or temporary advances or other monies due and owing
Imation, and to pay off the remaining balance on any corporate
credit cards. If Employee fails to make such payments as of the
date Employee signs this Agreement, Employee agrees that Imation
may deduct any monies owed from the Agreement payments, if no
other written arrangements are made for repayment by the date this
Agreement is signed.
C. Employee hereby irrevocably and unconditionally releases and
forever discharges Imation from any and all federal, state or
local charges, claims, controversies, causes of action, damages,
costs, attorneys' fees, or liabilities of any nature, both past
and present, known and unknown, including but not limited to
claims arising under federal, state, local, and common laws and
under any regulations of any jurisdiction that in any way relate
to employment and termination of employment existing at any time
up to and including the date of this Agreement, that Employee now
may have, ever have had, or in the future may have against
Imation; and Employee further agrees not to commence suit or file
any administrative claim, based upon any of the foregoing. This
Agreement specifically includes, but is not limited to, ANY CLAIMS
UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT of 1967, THE OLDER
WORKERS BENEFIT PROTECTION ACT OF 1990, Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act, any state
or local human rights act, claims for wrongful termination, breach
of contract, and tort claims (for example, defamation, emotional
distress or any tort or negligence-based claim). Employee
expressly acknowledges that this Agreement also is intended to
include in its scope, without limitation, all
<PAGE>
claims that Employee does not know of or expect to exist in
Employee's favor at the time Employee signs this Agreement and
that this Agreement contemplates the extinguishment of any such
claim or claims except as expressly provided in this Section.
THE EMPLOYEE IS NOT WAIVING ANY RIGHTS FOR EVENTS ARISING AFTER
THE DATE OF THIS AGREEMENT.
D. The foregoing does not release Employee from compliance with
Employee's Imation Employee Agreement, and in consideration of the
payments made in Section 1 above, Employee acknowledges her
continuing obligations under the Imation Employee Agreement.
E. Employee also agrees that following Employee's termination from
Imation, Employee will not make disparaging remarks about Imation,
will not interfere with Imation's business relationships with its
customers, vendors, or distributors, and will not solicit Imation
employees, either on behalf of Employee or any third party, to
resign from Imation to work for Employee or any third party.
F. As further consideration for this Agreement, Employee agrees that
if requested by Imation, Employee will make herself available at
reasonable times to assist and cooperate with Imation in the
litigation of any lawsuits or claims, and agrees to be available
to Imation to testify honestly with regard to such lawsuits or
claims if Employee is determined by Imation to be a material
witness. Similarly, Employee agrees that she will decline to
voluntarily aid, assist, or cooperate with any parties who are
involved in claims or lawsuits by or against Imation, or with
their attorneys or agents; and will notify Imation when and if the
Employee is contacted by other parties or their attorneys or
agents involving claims or lawsuits by or against Imation. It is
understood and intended that nothing in this paragraph shall
prevent Employee from honestly testifying at a legal proceeding in
response to a lawful and properly served subpoena in a proceeding
involving Imation.
G. Employee agrees that Imation shall be entitled to injunctive and
other equitable relief to prevent a breach or threatened breach of
the provisions of this Agreement, without the necessity of proving
actual damages. Such injunctive relief shall be in addition to any
other damages that may be available at law. Employee also
acknowledges that if Imation is required to bring an action to
enforce its rights under this Agreement, it shall be entitled to
recover its attorney's fees and costs associated with such an
action, if Imation prevails.
3. OTHER UNDERSTANDINGS, AGREEMENTS, AND REPRESENTATIONS
A. Employee agrees that Employee's Imation employment will terminate
on April 1, 1998, and such termination will be deemed to be a
resignation. Employee further understands and
<PAGE>
agrees that Employee will not be eligible for and will not receive
consideration, severance pay or benefits under any other group
Income Assistance Pay Plan for which Employee might otherwise have
been eligible.
B. Employee understands that the term Imation, as used in this
Agreement, includes: (1) its past, present, and future divisions,
subsidiaries, affiliates successors and assigns, and their
officers, directors, employees, agents, insurers and legal
counsel; (2) any ERISA employee benefit plan sponsored by Imation,
acting as plan administrator, fiduciary or party in interest with
respect to such plan. Employee agrees that this Agreement binds
Employee and also binds Employee's heirs, executors,
administrators, assigns, agents, partners and successors in
interest.
C. Employee agrees that this Agreement and the payment of money and
benefits to Employee by Imation is not an admission by Imation of
any violation of Employee's rights or of any statutory or other
legal obligation.
D. Employee represents that no right, claim, or cause of action
covered by this Agreement has been assigned or given to someone
else.
E. Employee represents that, at any time in the future, Employee will
not apply for employment with Imation in any capacity, subject to
the provisions of Section 2(F).
F. Employee represents that Employee will keep the terms of this
Agreement strictly confidential, except that Employee may tell
Employee's spouse, legal counsel and tax advisor. In the event
Employee chooses to communicate any information about the
existence of the Agreement or any of its terms to Employee's
spouse, legal counsel and/or accountant or investment advisor,
Employee shall instruct such persons that information about the
existence of the Agreement and its terms are confidential and that
the spouse, legal counsel or accountant is not to disclose,
disseminate or publicize, or cause or permit to be disclosed,
disseminated or publicized, the information to any other party,
entity, person (including any current or former employee of
Imation), company, government agency, publication or judicial
authority. Employee may also disclose information regarding the
Agreement (1) to the extent necessary to report the sum awarded to
appropriate taxing authorities or (2) in response to any subpoena
issued by a state or federal governmental agency or court of
competent jurisdiction; provided, however, that notice of receipt
of such order or subpoena shall be promptly communicated to
Imation by telephone and in writing (Mr. Timothy Y. Wong, Imation
Legal Affairs, 1 Imation Place, Oakdale, Minnesota 55128,
telephone 612-704-7648) so that Imation shall have an opportunity
to intervene and assert what rights it has to nondisclosure prior
to any response to such order or subpoena. Any court reviewing a
subpoena should be aware that part of the consideration for the
Agreement is the
<PAGE>
agreement of Employee not to testify regarding the existence of
the Agreement or any of its terms.
G. This Agreement contains the entire understanding between Employee
and Imation and supersedes all prior agreements and understandings
relating to the subject matter of this Agreement. This Agreement
shall not be modified, amended, or terminated except as provided
in section 3.J. unless such modification, amendment, or
termination is executed in writing by Employee and Imation.
H. Employee agrees that Imation may use this Agreement to secure
withdrawal of any federal, state, or local charge Employee might
have filed or will file, that Employee will sign any document
necessary to obtain the withdrawal of any such charge, and that
Employee waives the right to receive monetary damages or other
legal or equitable relief awarded by any governmental agency
related to any such charge.
I. Employee represents and certifies that Employee: has received a
copy of this Agreement for review and study and has had at least
twenty-one (21) days for study and review before being asked to
sign it; has read this Agreement carefully; has been given a fair
opportunity to discuss and negotiate the terms of this Agreement;
understands its provisions; is and has been advised and encouraged
to consult an attorney; has determined that it is in Employee's
best interest to enter into this Agreement; has not been
influenced to sign this Agreement by any statement or
representation by Imation not contained in this Agreement; and
enters into this Agreement knowingly and voluntarily.
J. Employee understands that pursuant to the provisions of Minnesota
Statutes [C167] 363.031, subd. 2, Employee may rescind this
Agreement by notifying Imation of Employee's desire to do so in a
writing delivered to Imation personally or by certified mail,
return receipt requested, within fifteen (15) calendar days of
Employee's execution of this Agreement. To be effective, such
notice of rescission, if mailed, must be postmarked within the
fifteen (15) day period and addressed as follows:
Patty Meagher
Imation Corp.
Legal Affairs
1 Imation Place
Pioneer Building 1S-14
Oakdale, MN 55128
K. In case any part of this Agreement is held invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability
of the remaining provisions will not be affected in any way, it
being intended that the provisions of this Agreement are
severable, EXCEPT THAT, if paragraph 2 of this Agreement is held
invalid, illegal, or unenforceable,
<PAGE>
this Agreement is voidable, and, if Employee seeks to void this
Agreement, Employee understands and agrees that Employee will
repay the total amount of consideration paid to Employee under
this Agreement.
L. Any dispute arising between Employee and Imation under this
Agreement will be submitted to final and binding arbitration in
accordance with the rules of the American Arbitration Association.
The Arbitration shall be conducted in St. Paul, Minnesota and
shall be final and binding on both parties. The expenses of the
neutral arbitrator(s) and any court reporter shall be equally
divided between Employee and Imation.
M. The agreement will be governed by and construed and interpreted
according to the laws of the State of Minnesota.
ACCEPTED AND AGREED: IMATION CORP.
/s/ Jill D. Burchill By /s/ William T. Monahan
Jill D. Burchill William T. Monahan
Its President & CEO
Date: April 21, 1998 Date: May 7, 1998
RESIGNATION:
I HAVE READ THE FOREGOING AGREEMENT, HAVE HAD A CHANCE TO REVIEW IT WITH MY
FAMILY AND LEGAL COUNSEL AND FREELY SIGN IT FULLY REALIZING THAT I HAVE RESIGNED
FROM IMATION EFFECTIVE APRIL 1, 1998.
/s/ Jill D. Burchill
Jill D. Burchill
Date: April 21, 1998
<PAGE>
EXHIBIT A
STOCK OPTIONS
<TABLE>
<CAPTION>
Option
Date of Expiration Name of Grant # of shares Price Vesting
- ------------------ ------------- ----------- ------- -------
<S> <C> <C> <C> <C>
7/31/96 Global Share 100 $22.38 Yr. 1 - 50%; Yr. 2 - 100%
10 years
7/31/96 Mega Grant/ 24,000 $22.38 Yr. 3 - 50%; Yr. 4 - 75%
Key Employee Grant Yr. 5 - 100% 10 years
8/1/96 Mgmt. Option 8,560 $22.90 Yr. 1 - 100%
(3M Replacement) 10 years
8/11/97 Mega Grant/ 18,000 $25.00 Yr. 3 - 50%; Yr. 4 - 75%
Key Employee Grant Yr. 5 - 100% 10 years
</TABLE>
EXHIBIT 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Imation Corp.
Registrations on Form S-8 and Form S-4
We are aware that our report dated August 11, 1998 on our reviews of the interim
consolidated financial information of Imation Corp. (the Company) for the three
and six month periods ended June 30, 1998 and 1997, and included in the
Company's Form 10-Q for the quarter ended June 30, 1998, is incorporated by
reference in the Company's Registration Statements on Form S-8 (Registration
Nos. 333-15273, 333-15275, 333-15277 and 333-35591) and on Form S-4
(Registration No. 333-28837). Pursuant to Rule 436(c), under the Securities Act
of 1933, this report should not be considered part of the Registration
Statements prepared or certified by us within the meaning of Sections 7 and 11
of that Act.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
August 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH CONSOLIDATED FINANCIAL STATEMENTS AND NOTES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> Jun-30-1998
<CASH> 12,657
<SECURITIES> 10,924
<RECEIVABLES> 524,283
<ALLOWANCES> (26,168)
<INVENTORY> 385,700
<CURRENT-ASSETS> 1,031,306
<PP&E> 1,585,984
<DEPRECIATION> (1,238,570)
<TOTAL-ASSETS> 1,614,270
<CURRENT-LIABILITIES> 582,145
<BONDS> 251,637
<COMMON> 400
0
0
<OTHER-SE> 693,297
<TOTAL-LIABILITY-AND-EQUITY> 1,614,269
<SALES> 1,036,500
<TOTAL-REVENUES> 1,036,500
<CGS> 668,000
<TOTAL-COSTS> 668,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,800
<INCOME-PRETAX> 14,400
<INCOME-TAX> 7,600
<INCOME-CONTINUING> 6,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,800
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
