8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2005

Imation Corp.

(Exact name of registrant as specified in its charter)
_____________________

DELAWARE
(State or other jurisdiction
of incorporation) 1-14310
(Commission File Number) 41-1838504
(IRS Employer
Identification Number)

1 IMATION PLACE
OAKDALE, MINNESOTA
(Address of principal executive offices) 55128
(Zip Code)

Registrant’s telephone number, including area code: (651) 704-4000

None
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 7.01. Regulation FD Disclosure
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
Press Release

Item 2.02. Results of Operations and Financial Condition

Reference is made to the Registrant’s press release dated February 10, 2005, which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure

Reference is made to the Registrant’s press release dated February 10, 2005, which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(c)      Exhibits

     99.1     Press release dated February 10, 2005

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 hereunto duly authorized.

	Imation Corp. (REGISTRANT)
Date: February 10, 2005	By:	/s/ Paul R. Zeller
		Paul R. Zeller
		Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Press release, dated February 10, 2005

EX-99.1

Exhibit 99.1

Imation Corp to Recognize $13 Million Expense in Discontinued Operations in Q4 2004 for
Proposed Litigation Settlement

Proposed Settlement of Six-Year-Old Claims Related to Photo Color Business Sold in 1999; Previously Released Q4 and YE2004 Results From Continuing Operations Unchanged

OAKDALE, Minn., Feb. 10 /PRNewswire-FirstCall/ — Imation Corp (NYSE: IMN — News) today announced that its final fiscal 2004 results will include an additional net after tax expense in discontinued operations of $13 million, or $0.38 per share. This expense is associated with the proposed settlement of all claims in connection with the Company’s sale of allegedly defective photo film to Jazz Photo. The Company previously issued its fourth quarter 2004 earnings press release on January 25, 2005 without including this expense because the settlement was not contemplated at that time. The litigation surrounding this issue began in 1999 and involved a business that Imation subsequently sold. Trial commenced on January 10, 2005, and matters that gave rise to the settlement opportunity arose just in the last two weeks. Jazz Photo is currently in Chapter 11 bankruptcy protection in federal bankruptcy court in New Jersey. The Jazz Photo creditors’ committee has been authorized to seek approval of the proposed settlement, which is now pending approval in the bankruptcy court.

“We are pleased that we may now be able to put this matter behind us. While we always disputed the legitimacy of the claims against Imation, and are willing to defend ourselves at trial, the opportunity to end this dispute would remove a significant distraction to the company and eliminate ongoing litigation expense,” said Bruce A. Henderson, Imation chairman and CEO.

If the bankruptcy court approves the settlement, Imation will recognize a $13 million charge, net of taxes, in discontinued operations in the fourth quarter of 2004. While the company previously reported fourth quarter and full-year 2004 results, it has not yet filed its Report on Form 10K. Accounting rules require that a subsequent event such as this be reported in the upcoming filing and recognized in the period being reported on.

As a result, for the quarter ended December 31, 2004, the Company will report a net loss including discontinued operations of $7.9 million, equal to a loss of $0.23 per fully diluted share. For the full year 2004, the Company will report net income including discontinued operations of $29.9 million or $0.84 earnings per fully diluted share. Income from continuing operations and per-share earnings on continuing operations will remain unchanged from the Company’s previously issued earnings release. Approximately $21 million in cash will be paid in 2005 related to this settlement with an offsetting cash benefit of approximately $8 million to be realized as the Company recognizes the tax deductibility of this settlement during 2005. Ongoing litigation expense associated with this issue has been recorded in discontinued operations in previous periods.

About Imation Corp

Imation Corp is a leading developer, manufacturer and supplier of magnetic and optical removable data storage media. Additional information about Imation is available on the company’s website at http://www.imation.com, or by calling 1-888-466-3456.

	4th QTR						Full Year 2004
$ millions	As Reported			As Adjusted			As Reported		As Adjusted
Net Sales		326.2			326.2			1,219.3		1,219.3
Gross Profit		74.7			74.7			299.9		299.9
R&D		13.3			13.3			56.9		56.9
SGA		37.7			37.7			163.9		163.9
Restructuring & Other		22.1			22.1			25.2		25.2
Oper. Inc.		1.6			1.6			53.9		53.9
Non-Oper Exp		0.9			0.9			0.7		0.7
Tax		(2.7	)		(2.7	)		10.9		10.9
Income from Cont Ops		3.4			3.4			42.3		42.3
Cont. Ops. E.P.S. — Diluted	$	0.10		$	0.10		$	1.19	$	1.19
Discontinued Ops		1.7			(11.3	)		0.6		(12.4	)
Net Income		5.1			(7.9	)		42.9		29.9
E.P.S. — Diluted	$	0.15		$	(0.23	)	$	1.21	$	0.84

As reported numbers are those provided in Imation press release issued January 25, 2005