Definitive Notice and Proxy

o Preliminary proxy statement


	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

You are cordially invited to attend the Imation Corp. 2002 Annual Meeting of Shareholders. The Meeting will be held this year on Wednesday, May 8, 2002, at 9:00 a.m., local time, at the Ritz-Carlton, Two West Street, New York, New York. All holders of the Company’s outstanding common stock as of the close of business on March 11, 2002 are entitled to vote at the Annual Meeting. Time will be set aside for discussion of each item of business described in the accompanying Notice of Annual Meeting and Proxy Statement. A current report on the business operations of the Company will be presented at the Annual Meeting and shareholders will have an opportunity to ask questions.

We hope you will be able to attend the Annual Meeting. Whether or not you expect to attend, you are urged to vote your shares either by telephone, Internet or the mail in order to ensure that your shares will be represented at the Annual Meeting. Instructions on how to vote your shares by telephone or the Internet are on the accompanying proxy card. If you choose to vote by mail, please complete, sign, date and return the accompanying proxy card in the enclosed envelope in order to ensure that your shares will be represented at the Annual Meeting.

The 2002 Annual Meeting of Shareholders of IMATION CORP. will be held on Wednesday, May 8, 2002, at 9:00 a.m., local time, at the Ritz-Carlton, Two West Street, New York, New York, for the following purposes:


	1.	To elect three Class III directors of the Company to serve for a three-year term;

	2.	To act on the proposal to ratify the appointment of PricewaterhouseCoopers LLP, independent auditors, to audit the consolidated financial statements of Imation Corp. for the year 2002; and

	3.	To transact such other business that may properly come before the meeting or any adjournment or adjournments thereof.

These items are more fully described in the following pages of the Proxy Statement.

The Board of Directors has fixed the close of business on March 11, 2002, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.


	By Order of the Board of Directors,




	John L. Sullivan
	Senior Vice President, General Counsel
	and Secretary

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Imation Corp. (the “Company” or “Imation”) for use at the Annual Meeting of Shareholders of Imation to be held on May 8, 2002, and at all adjournments thereof. All shareholders of record as of the close of business on March 11, 2002 are entitled to vote at the Annual Meeting and, as of that date, there were approximately 35,039,327 shares of common stock, $.01 par value, of the Company (the “Common Stock”) outstanding. Each share of Common Stock entitles the holder to one vote. Shares of Common Stock held in the Company’s treasury will not be voted and will not be considered present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote.

The Company anticipates that this Proxy Statement and the accompanying form of proxy will first be sent to its shareholders on or about March 20, 2002.

A proxy card is enclosed for your use. In order to register your vote, complete, date and sign the proxy card and return it in the envelope provided or vote your proxy by telephone or Internet in accordance with the voting instructions set forth on the proxy card.

You have three choices on each matter to be voted upon at the Annual Meeting. For the election of directors, by checking the appropriate box on your proxy card, you may (i) vote for all of the director nominees as a group; (ii) withhold authority to vote for all director nominees as a group; or (iii) vote for all director nominees as a group except those nominees you designate. See “General Information” under Item No. 1. Concerning Item No. 2, by checking the appropriate box, you may (i) vote “FOR” the item; (ii) vote “AGAINST” the item; or (iii) “ABSTAIN” from voting on the item. If you do not specify on your proxy card (or when giving your proxy by telephone or the Internet) how you want to vote your shares, your shares will be voted FOR the election of all directors as nominated and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2002.

You may revoke your proxy at any time before it is actually voted at the Annual Meeting by delivering written notice of revocation to the Secretary of the Company, by submitting a subsequently dated proxy, by submitting another proxy by telephone or the Internet at a later date, or by attending the meeting and withdrawing the proxy. You may also be represented by another person present at the meeting by executing a form of proxy designating such person to act on your behalf.

If you “abstain” on any matter (or “withhold authority” as to the election of any director), the shares represented by such proxy will be considered present at the meeting for purposes of determining a quorum and for purposes of calculating the vote, but will not be considered to have been voted in favor of such matter. If you hold shares in “street name” and you do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. In that case, your shares will be considered present at the meeting for purposes of determining a quorum, but will not be

The following table sets forth the holdings, as of the date indicated, of the Company’s outstanding Common Stock of each person known to the Company to own beneficially (as defined by the Securities and Exchange Commission for proxy statement purposes) more than 5% of any class of the Company’s voting securities:


(1)	The Company received a copy of an amended Schedule 13G/ A filed with the Securities and Exchange Commission by Private Capital Management, Inc., indicating that, at December 31, 2001, Private Capital Management, Inc. and certain of its affiliates, as investment advisors, beneficially held a total of 5,383,329 shares of Common Stock. Of such shares, such entities had sole power to vote 41,000 shares, sole power to dispose of 41,000 shares, shared power to vote 5,342,329 shares and shared power to dispose of 5,342,329 shares.

(2)	The Company received a copy of an amended Schedule 13G/ A filed with the Securities and Exchange Commission by Harris Associates, L.P. and Harris Associates, Inc., indicating that, at December 31, 2001, Harris Associates, Inc. and certain of its affiliates, as investment advisor to Harris Associates Investment Trust and various other clients, beneficially held a total of 2,842,785 shares of Common Stock. Of such shares, such entities had sole power to dispose of 2,642,785 shares and shared power to dispose of 200,000 shares. Such entities had shared power to vote all such shares.

(3)	The Company received a copy of a Schedule 13G filed with the Securities and Exchange Commission by Pioneer Global Asset Management S.P.A., indicating that, at December 26, 2001, Pioneer Global Asset Management S.P.A., beneficially held a total of 1,779,800 shares of Common Stock. Such entity had sole power to vote and to dispose of all such shares.

The following table sets forth the number of shares of Common Stock of the Company beneficially owned as of January 31, 2002, by each director, each director nominee, each officer named in the Summary Compensation Table on page 13, and all directors and executive officers as a group. Except as otherwise indicated, the named beneficial owner has sole voting and investment powers with respect to the shares held by such beneficial owner.


*	Indicates ownership of less than 1%.

(1)	The shares shown include: (i) the following shares issuable on exercise of stock options that are currently exercisable or will become exercisable within 60 days: Mr. Monahan, 304,090 shares; Mr. Belluzzo, 28,466 shares; Mr. Eaton, 50,000 shares; Mr. Fields, 33,836 shares; Ms. Hart, 50,000 shares; Mr. LeMay, 44,247 shares; Mr. Mann, 43,534 shares; Mr. Taylor, 10,000 shares; Mr. White, 50,000 shares; Ms. Cederberg, 0 shares; Mr. Edwards, 81,250 shares; Mr. Sullivan, 35,000 shares; Mr. Wenck, 66,160 shares; and all directors and executive officers as a group, 939,945 shares; and (ii) the following shares allocated as of January 31, 2002 to the accounts of participants under the Imation Retirement Investment Plan: Mr. Monahan, 1,762 shares; Ms. Cederberg 1,500 shares; Mr. Edwards, 1,347 shares; Mr. Sullivan, 756 shares; Mr. Wenck 1668 shares; and all executive officers as a group, 15,339 shares. The participants in the Imation Retirement Investment Plan have shared voting and investment power with respect to such shares.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers to file reports of ownership and changes in ownership of the Company’s Common Stock with the Securities and Exchange Commission and the New York Stock Exchange, and the Company is required to identify any of those individuals who failed to file such reports on a timely basis. The Company believes that during 2001 all directors and executive officers of the Company complied with their Section 16(a) filing requirements.

During 2001, the Board of Directors held a total of nine meetings and the various committees of the Board met a total of eleven times. Each director attended 75% or more of the total meetings of the Board of Directors and the Board committees on which the director served, except that Michael S. Fields, William W. George and Glen A. Taylor each attended 67% of the total meetings of the Board of Directors and the Board committees on which they served and Richard E. Belluzzo attended 46% of the total meetings of the Board of Directors and the Board committees on which he served.

The standing committees of the Board of Directors include the Audit and Finance, Compensation and Corporate Organization, and Nominating and Governance Committees. Each of the Board Committees has adopted a committee charter which sets forth the function and responsibilities of the committee.

Audit and Finance Committee. The Audit and Finance Committee consists of four non-employee directors: Messrs. White (Chair), Eaton, LeMay and Belluzzo. All of the members of the Committee are independent directors, as defined under the New York Stock Exchange’s listing standards. The Audit and Finance Committee held four meetings in 2001. The Audit and Finance Committee reviews the Company’s consolidated financial statements, including major issues regarding accounting principles and auditing principles and practices; makes recommendations to the Board of Directors regarding the Company’s independent auditors and the scope of their services; reviews the Company’s compliance procedures and scope of internal controls; reviews non-audit services performed by the independent auditors; reports to the Board of Directors on the adequacy of financial statement disclosures and adherence to accounting principles; reviews financial policies (e.g. tax, cash management, currency hedging, etc.) which may impact the Company’s financial statements; monitors compliance with financing agreements; and monitors and oversees the functions of the Company’s Pension and Retirement Committee. The charter of the Audit Committee was published as Appendix A to the Company’s 2001 proxy statement.

Compensation and Corporate Organization Committee. The Compensation and Corporate Organization Committee consists of four non-employee directors: Messrs. Mann (Chair), Fields and White and Ms. Hart. The Compensation and Corporate Organization Committee held four meetings in 2001. The Compensation and Corporate Organization Committee reviews and makes recommendations as to compensation and benefits programs for the Company’s executive officers; reviews and consults with the Chief Executive Officer regarding the selection of officers and management succession planning; evaluates senior management performance; and administers certain stock and benefit plans.

Nominating and Governance Committee. The Nominating and Governance Committee consisted of four non-employee directors in 2001: Ms. Hart (Chair) and Messrs. George, Mann and Taylor. Mr. George resigned from the Board of Directors on December 31, 2001. The Nominating and Governance Committee held three meetings in 2001. The Nominating and Governance Committee advises and makes recommendations to the Board on all matters concerning directorship and corporate governance matters and the selection of candidates as nominees for election as directors.

The Nominating and Governance Committee will consider qualified nominees for Board membership submitted by shareholders. A shareholder wishing to nominate a candidate should forward the candidate’s name and a detailed background of the candidate’s qualifications to the Corporate Secretary of the Company at 1 Imation Place, Oakdale, Minnesota 55128. Generally, candidates must be highly qualified and have broad training and experience in their chosen fields.

They should represent the interests of all shareholders and not those of a special interest group. Any nominations for director to be made at an Annual Meeting of Shareholders must be made in accordance with the requirements set forth in the Company’s Bylaws, a copy of which may be obtained upon request from the Corporate Secretary of the Company at the address listed above.

Directors who are not employees of the Company receive an annual retainer of $40,000 and an additional fee of $5,000 per year for serving as chair of a Board committee. Non-employee directors are paid $1,500 for attendance at each meeting of the Board of Directors in excess of four meetings per year, $1,000 for attendance at meetings of Board committees, and $500 for attendance at each meeting of the Board or Board committee held by telephone or video conference. In addition, the Company matches gifts by each non-employee director to qualified charitable institutions up to $15,000 per year.

Under the terms of the 1996 Directors Stock Compensation Program (the “Directors Plan”), each non-employee director automatically receives, in lieu of 25% of his or her annual retainer fee, shares of restricted Common Stock equal in value to such portion of the retainer fee. Restrictions on the stock lapse three years after the date of grant. The Directors Plan also permits non-employee directors to elect to receive all or part of the remainder of their annual retainer and meeting fees in shares of Common Stock or in restricted stock units equivalent to shares of Common Stock. In addition, each non-employee director automatically receives an initial stock option grant for Common Stock on the date he or she becomes a director and an additional annual stock option grant on the date of the Annual Meeting of Shareholders each year. The number of shares subject to each option grant is 10,000, with the number of shares subject to the initial grant prorated for the number of months the director served as a director during the year. The options are non-qualified stock options with a term of ten years and are granted at an option price equal to the fair market value of the Common Stock on the date of grant. Each option becomes fully exercisable on the date of the Annual Meeting of Shareholders in the year following the date of grant, provided that all outstanding options of a director will immediately vest and become fully exercisable upon the director’s death or disability, or upon a change of control (as defined in the Directors Plan).

Employee directors are not compensated for their service on the Board of Directors.

The Board has adopted a retirement policy that requires (i) non-employee directors to retire from the Board at the annual meeting of shareholders following either 15 years of service as a director or the director attaining the age of 70, (ii) a director who is also the chief executive officer to submit his or her resignation from the Board when he or she ceases to hold that position, and (iii) any other director who is an employee of the Company to retire from the Board upon termination of his or her active service as an employee or upon attaining the age of 65, whichever is earlier.

It is the Company’s policy to indemnify its directors and officers against any costs, expenses and other liabilities to which they may become subject by reason of their service to the Company and to insure its directors and officers against such liabilities to the extent permitted by applicable law. The Company’s Bylaws provide for indemnification of its directors, officers and employees against such costs, expenses and other liabilities so long as the director, officer or employee acts in good faith and in a manner he or she reasonably believes to be in or not opposed to the Company’s best interests. The Company has also entered into Indemnity Agreements with each

The Board of Directors of the Company is divided into three classes. The members of each class are elected to serve three-year terms with the term of office of each class ending in successive years. The three directors serving in Class III have terms expiring at the 2002 Annual Meeting. The Class III directors currently serving on the Board, Mr. Belluzzo, Ms. Hart and Mr. Monahan, have been nominated by the Board of Directors for re-election to three-year terms at the Annual Meeting. The three Class III director nominees currently are directors of the Company.

Each of the nominees standing for re-election has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve before the election, the shares represented by proxy may be voted for a substitute designated by the Board, unless an instruction to the contrary is indicated on the proxy card.

Each Class III nominee elected will hold office until the Annual Meeting of Shareholders to be held in 2005 or until a successor has been duly elected and qualified, unless prior to such meeting the director shall resign, or his or her directorship shall become vacant due to the director’s death or removal.


		Managing Director of 3M Italy. From September 1989 to May 1992, Mr. Monahan was Vice President of the Data Storage Products Division of 3M. Mr. Monahan is currently a director of Hutchinson Technology Inc. and Pentair Corp.


		the National Basketball Association Minnesota Timberwolves team, and in 1999 launched the WNBA women’s basketball team, the Minnesota Lynx. Mr. Taylor has been a director of the Company since May 2000, and is also a director of Angeion Corporation.

Daryl J. White		Daryl J. White, age 54, served as President and Chief Financial Officer of Legerity, Inc. (a supplier of data and voice communications integrated circuitry) until May 2001. He was appointed to that position in August 2000. Prior to such time, Mr. White served as the Senior Vice President of Finance and Chief Financial Officer of Compaq Computer Corporation from 1988 until his retirement in May 1996. Mr. White has been a director of the Company since July 1996.

* William W. George resigned from the Board of Directors effective December 31, 2001.

The Board of Directors recommends you vote FOR the election of each of the nominees in Class III as directors of the Company for a three-year term. Assuming the presence of a quorum, directors shall be elected by a plurality of the votes cast at the Annual Meeting by holders of Common Stock voting for the election of directors.

The Board of Directors, on the recommendation of the Audit and Finance Committee, has appointed PricewaterhouseCoopers LLP (PwC), an independent certified public accounting firm, to audit the consolidated financial statements of the Company for 2002. PwC has audited the Company’s financial statements since PwC was formed in 1998 by the merger of the accounting firms of Price Waterhouse LLP and Coopers & Lybrand L.L.P. Prior to their merger, Coopers & Lybrand L.L.P. audited the Company’s financial statements for the years 1996 and 1997. Representatives of the firm will attend the Annual Meeting and will have an opportunity to make a statement if they desire, and also will be available to respond to appropriate questions.

The Board of Directors recommends you vote FOR ratification of the appointment of the independent auditors. The affirmative vote of the holders of a majority of the shares of Common Stock present in person or by proxy and entitled to vote at the Annual Meeting is required for ratification of the appointment of the independent auditors.

The Company is not aware of any business to be acted upon at the Annual Meeting other than that which is explained in this Proxy Statement. In the event that any other business calling for a vote of the shareholders is properly presented at the Annual Meeting, the holders of the proxies will have discretionary voting authority to vote your shares.

The Audit and Finance Committee of the Board of Directors (the “Committee”) is composed of four independent non-employee directors and operates under a written charter adopted by the Board of Directors (see Appendix A to the 2001 Proxy Statement to view the Audit Committee portion of the charter). After appropriate review and discussion, the Committee determined that it had fulfilled its responsibilities under the Committee charter during fiscal year 2001. Furthermore, the Committee has taken the following actions with respect to the Company’s audited financial statements for the year ended December 31, 2001 (the “audited financial statements”):


	•	The Committee has reviewed and discussed the audited financial statements with management of the Company.

	•	The Committee has discussed with PricewaterhouseCoopers LLP (PwC), the Company’s independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61.

	•	The Committee has received the written disclosures and the letter from PwC required by Independence Standards Board Standard No. 1, and has discussed with PwC its independence from the Company. In connection with its review of PwC’s independence, the Committee also considered whether PwC’s provision of the non-audit services identified below is compatible with the maintenance of their independence. Following is a listing of the types of services considered and the amounts, if any, charged by PwC to the Company for fiscal year 2001:


	•	Based on and relying on the review and discussions described above, the Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, for filing with the U.S. Securities and Exchange Commission.


	AUDIT AND FINANCE COMMITTEE
	Daryl J. White, Chair
	Lawrence E. Eaton
	Ronald T. LeMay
	Richard E. Belluzzo


(1)	Fees for the fiscal year 2001 audit and the reviews of Forms 10-Q are $875,000, of which an aggregate amount of $535,000 has been billed through December 31, 2001.

The Compensation and Corporate Organization Committee of the Company’s Board of Directors is responsible for establishing the Company’s executive compensation philosophy and administering each component of the executive compensation program. The Committee is comprised entirely of independent, non-employee directors.

The Committee reviews each executive compensation component annually to maintain alignment with the Company’s goals and philosophy.

Philosophy: The Committee uses short term (salary and annual incentives) and long term (stock-based) compensation to motivate executives to achieve the Company’s strategic objectives, to align the interests of executives with those of shareholders, to provide competitive total compensation to attract and retain highly qualified key executives, and to reward individual and Company performance.

Each component of the executives’ compensation is targeted at competitive levels, as measured by a comparison with identified peer companies. The companies identified by the Committee as a peer group for purposes of executive compensation comparison were determined by annual revenues, similar product lines, and companies identified as competitors for purposes of executive talent. The Committee reviews analysis gathered from a number of industry surveys which include the peer companies, with the data adjusted through regression analysis to reflect the Company’s size relative to those companies included in the analysis. This size-adjusted data is deemed by the Committee to provide an accurate representation of the competitive market.

While the Committee recognizes the need to maintain competitive levels of target compensation for the Company’s executives — in order to retain and attract qualified talent — it also desires to maintain a compensation program which rewards high performance. To the extent the Company’s performance is greater than the performance of its industry peers, total compensation is designed to also exceed the competitive median. Should Company performance fall short of the performance of industry peers, total compensation would be expected to also fall below the competitive median.

Components: The Company’s executive compensation program is comprised of three major components, with each playing a specific role in support of the executive compensation philosophy, as follows:


	•	Base Salary;

	•	Annual Incentive Compensation; and

	•	Stock-Based Compensation.

In determining compensation, the Committee considers all elements of an executive’s compensation package. The Company’s compensation program is designed to enhance shareholder value by linking a large portion of executive officers’ compensation directly to Company and/or business unit performance.

Base Salary. Information regarding the competitiveness of Company executives’ base salary was provided to the Committee through the data analysis described above. The Committee granted base salary increases to certain executives as warranted by individual performance, level of responsibility, scope and complexity of the position, and salary levels for comparable positions at companies in the compensation peer group. The Committee believes that base salary for the executive officers of the Company is positioned at competitive levels.

Annual Incentive Compensation. The Company’s 2001 bonus plan, approved by the Committee, sets forth the annual target bonus award for each individual executive and all participating non-commissionable employees, as a percent of base salary. Additionally, the Committee approved the financial performance targets for the corporation as a whole. Payout of bonuses was derived

through achievement of certain levels of performance against: 1) revenue attainment, 2) operating income attainment and 3) free cash flow metrics. For participating non-executive, non-commissionable employees there was an individual performance component included in the 2001 Annual Bonus Program. An executive officer’s bonus, together with those payable to other participating non-commissionable employees as a group, could increase or decrease proportionately for performance levels over or under targeted levels.

For the bonus plan year 2001, Company performance fell below target with respect to revenue and above target for the operating income and free cash flow goals. Because of the above target performance relative to operating income, the Company-wide portion of the bonus tied to overall company performance was earned and paid out. In addition, certain business units’ performance was at or above target, resulting in some level of cash compensation award being paid to executive officers and non-commissionable employees.

Stock-Based Compensation. The Committee and management believe that broad and significant employee ownership of Company stock effectively motivates the building of shareholder wealth and aligns the interests of employees with those of the Company’s shareholders. Stock based awards in the form of stock option grants and restricted stock awards can be made under the Company’s 1996 and 2000 Stock Incentive Plans.

Stock options granted to Company executives are based on the market competitive value of long-term incentives held by other executives having similar levels of responsibility within the defined peer group of companies, executive performance and contribution, and expected Company performance. Stock options will provide a return to the executive only if he or she remains an employee of the Company, and then only if the market value of the stock appreciates over the term of the options.

In 2001, the Company recommended to the Committee that no stock options be granted to the executives. The Committee did not grant any stock options to the executives in fiscal year 2001.

Chief Executive Officer Compensation: The CEO’s base salary was established by a process similar to that discussed previously for other executive officers. During fiscal year 2001, Mr. Monahan’s base salary did not change from his last reported increase in January 2000. Mr. Monahan had a target bonus opportunity of $470,000 under the 2001 bonus incentive plan, based solely on attainment of overall Company performance targets. Mr. Monahan received a cash incentive award for 2001 in the amount of $433,702. The Company has an employment agreement with Mr. Monahan, the terms of which are described on page 15 under the heading “Employment Agreement.” The non-employee members of the Board of Directors met without the CEO on February 5, 2002 to formally evaluate the CEO’s performance through that date.

Deductibility of Executive Compensation: Section 162(m) of the Code limits the Company’s ability to deduct, for federal income tax purposes, certain compensation in excess of $1 million per year paid to persons named in the Summary Compensation Table. The tax law exempts from this rule compensation resulting from the exercise of stock options granted under the conditions specified in the regulations. Under the Company’s 1996 Stock Incentive Plans, compensation deemed paid to an executive officer when he or she exercises an outstanding option under the Plan qualifies as performance-based compensation which will not be subject to the $1 million limitation. The 2001 Stock Incentive Plan will be reviewed by the Committee to determine if it will operate in the same manner. For the fiscal year 2001, compensation paid to the CEO was more than the Section 162(m) limit. The Committee has reviewed, and will continue to review as circumstances change, the effects of the Section 162(m) limit on the deductibility of amounts paid under the Company’s compensation programs.

Summary: The Compensation Committee believes the compensation plans for the Company’s executive officers have been designed so as to focus the efforts of the Company’s executive officers on the achievement of the Company’s business strategy and corporate objectives and to


	COMPENSATION COMMITTEE
	Marvin L. Mann, Chair
	Michael S. Fields
	Linda W. Hart
	Daryl J. White


(1)	The amounts shown for 1999 include a discretionary bonus of $50,000 for Mr. Edwards. The remaining amounts shown for 1999 are cash payments received by the named individuals under the Company’s 1999 Annual Bonus Plan. The amount shown for 2000 is a cash payment received by Mr. Sullivan under the Company’s 2000 Annual Bonus Plan. The amounts shown for 2001 include a discretionary bonus of $50,000 for Mr. Sullivan. The remaining amounts shown for 2001 are cash payments payable to the named individuals under the Company’s 2001 Annual Bonus Plan.

(2)	Stock options shown are options to purchase Common Stock granted under the 1996 Plan.

(3)	“All Other Compensation” includes the following components: (a) the value of Company contributions of Common Stock to the accounts of the named individuals under the Retirement Investment Plan and (b) the value of premiums paid by the Company on split-dollar life insurance. The “All Other Compensation” components for the named individuals were as follows: W. T. Monahan — (a) $34,795 and (b) $11,614; R.L. Edwards — (a) $16,177 and (b) $2,369; J.L. Sullivan — (a) $15,651 and (b) $2,139; D.H. Wenck — (a) $14,542 and (b) $5,053; and B.M. Cederberg — (a) $27,813 and (b) $2,363. Due to Ms. Cederberg’s termination of employment with the Company as a result of the sale of the Color Proofing and Software Business to Kodak Polychrome Graphics, Ms. Cederberg will no longer obtain any benefits under the split-dollar life insurance policy.

The Company’s Cash Balance Pension Plan (the “Pension Plan”), which is qualified under the applicable provisions of the Internal Revenue Code, covers substantially all domestic employees of the Company. Under the Pension Plan, benefits are determined by the amount of annual pay credits to each employee’s account (equal to 6% of each employee’s annual eligible earnings paid in that year) and annual interest credits (equal to the return on 30-year U.S. Treasury Bonds as of November of the previous year) to such accounts. For the Plan year 2001, the interest-crediting rate was 5.78%. At retirement, participants eligible for benefits may receive their account balance in a lump sum or as a monthly pension having an equivalent actuarial value. Certain limitations on the amount of benefits under tax qualified plans, such as the Company’s Retirement Investment Plan and the Pension Plan, were imposed by the Employee Retirement Income Security Act of 1974 (“ERISA”) and Tax Reform Act of 1986 (“TRA”). The Company’s non-qualified supplemental benefit plan provides for the payment of amounts to employees who may be affected by those limitations so that, in general, total benefits will be equal to the level of benefits which would have been payable under the named plans but for the ERISA and TRA limitations. The benefits under the Pension Plan and non-qualified supplemental benefit plan vest after five years of service to the Company.

The estimated annual compensation payable to each of the following individuals named in the Summary Compensation Table as a single life annuity payable at age 65 under both the Company’s qualified and non-qualified pension plans (assuming that the named individuals continue to be employed by the Company until age 65 and receive 5% annual compensation increases and using an interest-crediting rate of 5.12%, which is the rate for 2002) are as follows: W.T. Monahan, $111,689.02; R. L. Edwards, $136,561.01; J. L. Sullivan, $96,432.73; and D.H. Wenck $30,693.43. Mr. Edwards and Mr. Sullivan have not yet attained vesting in these plan benefits. For B. M. Cederberg, who left the Company on December 31, 2001 as a result of the sale of the color proofing and software business to KPG, her benefit would be $21,959.81. All of these amounts were calculated based on compensation paid in 2001. Each named executive’s bonus for the year 2001, which was not paid until February 2002, was not included in the calculation, as the named executives would not receive pay credits under the Pension Plan for these amounts until 2002, the year such amounts were paid.

Mr. Monahan and Mr. Wenck will also retain, so long as they remain employed with the Company, the right to receive benefits accrued as of the Spin-Off Date under 3M’s pension plan. Employees who were 3M employees immediately prior to the spin-off whose age and years of

3M pension service as of the Spin-Off Date equal or exceed 50 (with a minimum of 10 years of 3M pension service) continue to be credited with service for purposes of early retirement subsidies under 3M’s pension plan based on their combined pension service with the Company and 3M, and will have their 3M accrued benefits as of the Spin-Off Date increased following the spin-off by 4% per year of employment with the Company. One half of the 4% per year increase will be paid to the individual by 3M and one half will be paid by the Company. Mr. Monahan and Mr. Wenck are eligible to continue to accrue service credit under 3M’s pension plan as described above. The annual amount payable by the Company to those named individuals (assuming retirement from the Company at age 65) is as follows: W.T. Monahan, $56,492; and D.H. Wenck $19,295.88. For B.M. Cederberg, who was eligible for this benefit through December 31, 2001, her annual amount payable by the Company is $3,916.20.

Mr. Monahan. The Company has entered into an employment agreement with Mr. Monahan, which commenced as of the Spin-Off Date for an initial four-year term, with automatic one-year renewals commencing as of the second anniversary of the Spin-Off Date, unless notice not to renew is given by either party. Pursuant to the agreement, Mr. Monahan will serve as the Chief Executive Officer of the Company, and the Company will use its best efforts to have Mr. Monahan elected to the Board.

The agreement provides that if Mr. Monahan’s employment is terminated by the Company without cause or by Mr. Monahan for good reason, he will be entitled to receive, for the remainder of the term of the agreement (i) base salary, (ii) annual incentive compensation equal to the average annual incentive awards for the three completed years immediately preceding the date of employment termination, plus a pro rata annual incentive award for the year in which termination of employment occurs, (iii) the additional benefits that Mr. Monahan would have been entitled to receive under the Company’s defined benefit pension plans had he remained an employee during the remainder of the term of the agreement, based on the base salary and incentive compensation levels described in clauses (i) and (ii) above, and (iv) continued participation in all welfare benefit plans, subject to an offset to the extent similar benefits are made available to Mr. Monahan without cost under welfare benefit plans of a subsequent employer. In addition, Mr. Monahan’s equity-based awards will become fully vested and, with respect to his stock options, fully exercisable, as of his date of termination.

The agreement provides that if Mr. Monahan’s employment is terminated by reason of death, his estate or designated beneficiary will be entitled to receive his base salary and a prorated annual incentive compensation award for a period of one year. If his employment is terminated by reason of disability, he will be entitled to receive a prorated annual incentive compensation award for a period of one year.

The agreement also provides that if Mr. Monahan receives payments under his agreement that would subject him to any federal excise tax due under Section 280G of the Internal Revenue Code, then he will also receive a cash “gross-up” payment so that he will be in the same net after-tax position that he would have been in had such excise tax not been applied.

During (i) the term of the agreement, (ii) any period during which Mr. Monahan continues to receive salary pursuant to the terms of the agreement, and (iii) the one-year period following termination of Mr. Monahan’s employment by the Company for cause or by Mr. Monahan other than for good reason, Mr. Monahan is required to comply with provisions regarding non-competition, non-solicitation of employees, disparagement of the Company, return of work papers and compliance with policies regarding confidentiality of information.

In addition to Mr. Monahan’s severance agreement, each of the other named executives has entered into a severance agreement with the Company which provides certain benefits upon termination of employment by the Company for any reason other than cause or termination of employment by the executive for good reason. Upon qualification for severance benefits, the executive would receive (i) the full base salary earned by the executive and unpaid through the date of termination, (ii) any amount earned by the executive as a bonus with respect to the fiscal year of the Company preceding the date of termination if such bonus has not been paid, and (iii) an amount representing credit for any vacation earned or accrued by the executive but not taken during the current vacation year. In lieu of any further base salary payments to the executive for periods subsequent to the date of termination, and unless termination occurs after a change of control of the Company, the executive would also receive a cash amount equivalent to the sum of (i) an amount equal to the target bonus under the applicable bonus plan for the fiscal year in which the date of termination occurs; plus (ii) an amount equal to one year’s salary for the fiscal year in which the date of termination occurs. In the event termination occurs after a change of control of the Company, the executive would instead be eligible to receive a cash amount equal to the sum of (i) an amount equal to two times the average of the sum of the actual bonuses paid to the executive for the two years prior to the fiscal year in which the date of termination occurs; plus (ii) an amount equal to two times the executive’s annual salary for the fiscal year in which the date of termination occurs. The Company will also provide the executive with the Company’s standard medical and dental insurance coverages, as elected by the executive, for twelve months following the date of termination or twenty four months after termination if the termination results from a change in control. Additionally, notwithstanding any other agreement in existence between the Company and the executive at the date of termination, all shares of restricted stock owned or held by the executive or promised by the Company shall be immediately vested without further restriction.

Transaction bonuses are payable to qualifying named executives if the Company completes the sale of any or all of its business units by means of a business combination or a sale of all or substantially all of the Company’s assets pursuant to a definitive agreement entered into prior to December 31, 2002. The transaction bonuses would qualify named executives to receive from 0% to 100% of their maximum transaction bonus amount, depending on the business unit or combination of business units sold in a given transaction or combination of transactions. The maximum transaction bonus amount for Mr. Monahan is 60% of his base salary as of January 1, 2001. For each of the other named executives, the maximum transaction bonus amount is defined as 40% of their base salary as of January 1, 2001. No executive named in the Summary Compensation Table above is eligible to receive, in the aggregate, more than 100% of the maximum transaction bonus amount for which they are eligible. As a result of the sale of the Color Technologies business to Kodak Polychrome Graphics on December 31, 2001, transaction bonuses will be paid in 2002 to qualified named executives who are employed with the Company or Kodak Polychrome Graphics on the 120th day following the transaction or are eligible for severance benefits under a severance agreement.

The graph and table below compare the cumulative total shareholder return on the Company’s Common Stock for the last five fiscal years with the cumulative total return on the S&P MidCap 400 Index and the Pacific Stock Exchange High Technology Index (“PSE High Tech Index”) over the same period. The graph and table assume the investment of $100 on December 31, 1996 in each of the Company’s Common Stock, the S&P MidCap 400 Index and the PSE High Tech Index and reinvestment of all dividends.

The costs of preparing, printing and mailing this Proxy Statement will be paid by the Company, including the reimbursement to banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy materials to the beneficial owners. The Company has retained Morrow & Co., Inc. to assist in the solicitation of proxies from shareholders for a fee of $5,500, plus reimbursement for certain out-of-pocket expenses. In addition to the use of the mail, proxies may be solicited personally or by telephone by regular employees of the Company without additional compensation, as well as by employees of Morrow & Co., Inc.

A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 is being sent to shareholders with this Proxy Statement. Where more than one shareholder resides at the same address, certain of such shareholders have received notice of the Company’s intent to deliver only one Proxy Statement and Annual Report, and the Company will do so unless it receives contrary instructions from one or more of the shareholders. Similarly, brokers and other intermediaries holding shares of common stock in “street name” for more than one beneficial owner with the same address may deliver only one Annual Report and one Proxy Statement to that address, if the appropriate notice was provided or consent obtained.

The Company will deliver promptly, on written request to the address noted below or oral request to Imation Shareholder Services at 1-800-317-4445, a separate copy of the Proxy Statement and/or Annual Report for the year ended December 31, 2001 to a shareholder at a shared address to which a single copy was delivered, including a beneficial owner of stock held in “street name.” A shareholder may also use the address below and the phone number noted above, if a shareholder wishes to receive separate Proxy Statements and/or Annual Reports in the future or shareholders sharing an address wish to request delivery of a single copy of the Proxy Statement or Annual Report if they are receiving multiple copies. If your shares are held in “street name” and you want to increase or decrease the number of copies of the Company’s Annual Report and Proxy Statement delivered to your household in the future, you should contact the broker or other intermediary who holds the shares on your behalf. Requests to the Company should be addressed to:

Any shareholder proposal intended to be presented at the Company’s Annual Meeting to be held in 2003 that is requested to be included in the Company’s Proxy Statement must be received at the principal executive offices of the Company by the close of business on November 20, 2002. Such proposal must also comply with all applicable statutes and regulations and should be sent to the attention of the Secretary of the Company.

If a shareholder wishes to present any other proposal or nominate a person to be elected as a director at the Company’s Annual Meeting to be held in 2003, the proposal or nomination must be received in writing by the Secretary of the Company at the Company’s principal executive offices between February 7, 2003 and March 9, 2003. However, if the Annual Meeting is to be held before April 28, 2003 or after May 18, 2003, then the proposal or nomination must be received before the later of (i) the close of business on the 10th day following the day on which notice of the meeting date is mailed or public disclosure of the meeting date is made, whichever occurs first, and (ii) the close of business 60 days before the Annual Meeting. The proposal or

Dated: March 20, 2002


	BY ORDER OF THE BOARD OF DIRECTORS,


	John L. Sullivan
	Senior Vice President, General Counsel
	and Secretary

The undersigned hereby appoints William T. Monahan, Robert L. Edwards and John L. Sullivan and each of them, as proxies with full power of substitution, to vote all shares of Common Stock which the undersigned has power to vote at the Annual Meeting of Shareholders of Imation Corp. to be held at 9:00 a.m. (local time), Wednesday, May 8, 2002 at the Ritz Carlton, 2 West Street, New York, New York; and at any adjournment thereof, in accordance with the instructions set forth herein and with the same effect as though the undersigned were present in person and voting such shares. The proxies are authorized in their discretion to vote upon such other business as may properly come before the Meeting or any adjournment thereof.

Furthermore, as a participant in the Imation Retirement Investment Plan (“RIP”), I hereby direct Fidelity Management Trust Company, as RIP Trustee, to vote at the 2002 Annual Meeting of Shareholders of Imation Corp. and any adjournment thereof, all shares of Imation Corp. Common Stock allocated as of March 11, 2002, to my account in the Imation RIP, plus a pro rata portion of the shares that have not been allocated to participant accounts or for which no instructions are received, as designated below. I understand that this card must be received by Equiserve Trust Company, N.A. of New York, acting as tabulation agent for the RIP Trustee, by May 3, 2002. If it is not received by that date, or if the voting instructions are invalid because this form is not properly signed and dated, the shares held in my account will be voted by Fidelity Management Trust Company in the same proportion that the other participants in the plan direct the RIP Trustee to vote shares allocated to their accounts. All voting instructions given by Participants shall be held in strict confidence by the RIP Trustee.

Sign up to receive next year’s Annual Report and proxy materials via the Internet rather than by mail. Next year when the materials are available, we will send you an e-mail with instructions which will enable you to review these materials on-line. To sign up for this optional service, visit http:// www.econsent.com/imn.

This proxy will be voted as directed. If no direction is made, it will be voted “FOR” Items 1 and 2. Discretionary authority is hereby conferred as to all other matters which may properly come before the Meeting.

Imation encourages you to take advantage of two new cost-effective and convenient ways to vote your shares.

You may now vote your proxy 24 hours a day, 7 days a week, using either a touch-tone telephone or through the Internet. Your telephone or Internet vote must be received by 12:00 midnight New York time on May 7, 2002.

Your telephone or Internet vote authorizes the proxies named on the above proxy card to vote your shares in the same manner as if you marked, signed and returned your proxy card.

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	Page

Information Concerning Solicitation and Voting		1




Voting Procedures		1




Security Ownership of Certain Beneficial Owners		2




Security Ownership of Management		3




Section 16(a) Beneficial Ownership Reporting Compliance		3




Board of Directors		4




Meetings of the Board and Board Committees		4




Committees of the Board		4




Compensation of Directors		5




Board Retirement Policy		5




Indemnification Agreements		5




Item No. 1 — Election of Directors		6




General Information		6




Information Concerning Directors		6




Item No. 2 — Ratification of the Appointment of Independent Auditors		8




Other Business		8




Audit and Finance Committee Report		9




Compensation and Corporate Organization Committee Report on Executive Compensation		10




Compensation of Executive Officers		13




Compensation Under Retirement Plans		14




Employment Agreement		15




Severance Agreements & Transaction Bonuses		16




Shareholder Return Performance Graph		17




General		18


	Amount and Nature
	of Beneficial			Percent
Name and Address of Beneficial Owner	Ownership			of Class

Private Capital Management, Inc. 8889 Pelican Bay Blvd Naples, Florida 34108		5,383,329	⁽¹⁾		15.4	%
Harris Associates, L.P./ Harris Associates, Inc. Two North LaSalle Street, Suite 500 Chicago, Illinois 60602-3790		2,842,785	⁽²⁾		8.14	%
Pioneer Global Asset Management S.P.A. Galleria San Carlo 6 20122 Milan, Italy		1,779,800	⁽³⁾		5.09	%


	Amount and Nature of		Percentage
Name of Beneficial Owner	Beneficial Ownership⁽¹⁾		of Class

William T. Monahan		319,686		*
Richard E. Belluzzo		31,247		*
Lawrence E. Eaton		67,538		*
Michael S. Fields		39,282		*
Linda W. Hart		60,865		*
Ronald T. LeMay		46,772		*
Marvin L. Mann		47,884		*
Glen A. Taylor		13,399		*
Daryl J. White		52,587		*
Barbara M. Cederberg		1,958		*
Robert L. Edwards		92,597		*
John L. Sullivan		41,756		*
David H. Wenck		69,783		*
All Directors and Executive Officers as a Group (19 persons)		1,040,070		2.94	%






Audit Fees⁽¹⁾:				$	875,000




Financial Information Systems Design and Implementation Fees:				$	0




All Other Fees:




	Statutory audits of certain international subsidiaries:	$	170,000




	Services relating to preparation of the Company’s tax returns and tax planning:	$	135,000




	Other miscellaneous services:	$	75,000




Total All Other Fees:				$	380,000



Summary Compensation Table


										Long-Term Compensation


				Annual Compensation						Awards				Payouts

												Securities
										Restricted		Underlying				All Other
						Bonus		Other Annual		Stock		Options		LTIP		Compensation
Name and Principal Position		Year		Salary		(1)		Compensation		Awards		(2)		Payouts		(3)


William T. Monahan,			2001	$	580,040	$	433,702	$	0		0		0	$	0	$	46,409
	Chairman, President		2000	$	580,040	$	0	$	0		0		285,000	$	0	$	51,725
	and Chief Executive Officer		1999	$	530,040	$	568,823	$	0		0		85,000	$	0	$	53,934
Robert L. Edwards,			2001	$	368,000	$	203,820	$	0		0		0	$	0	$	18,546
	Senior Vice President,		2000	$	350,000	$	0	$	0		0		135,000	$	0	$	27,139
	Chief Financial Officer &		1999	$	290,000	$	280,550	$	0		0		40,000	$	0	$	51,485
	Chief Administrative Officer
John L. Sullivan			2001	$	268,000	$	178,667	$	0		0		0	$	0	$	17,790
	Senior Vice President,		2000	$	255,000	$	39,589	$	0		0		30,000	$	0	$	25,891
	General Counsel and Secretary		1999	$	240,000	$	137,034	$	0		0		25,000	$	0	$	25,835
David H. Wenck			2001	$	276,000	$	140,632	$	0		0		0	$	0	$	19,595
	Vice President and		2000	$	251,667	$	0	$	0		0		30,000	$	0	$	25,816
	President, Digital Solutions		1999	$	210,000	$	194,729	$	0		0		25,000	$	0	$	25,336
	And Services,
Barbara M. Cederberg,			2001	$	276,000	$	131,090	$	0		0		0	$	0	$	30,176
	Vice President and		2000	$	260,000	$	0	$	0		0		115,000	$	0	$	25,532
	President, Color Technologies		1999	$	210,000	$	161,102	$	0		0		25,000	$	0	$	24,565


Richard E. Belluzzo		Richard E. Belluzzo, age 48, is President and Chief Operating Officer of Microsoft Corp. (a software development and manufacturing company). He was appointed to that position in February 2001. From September 1999 to January 2001 he served as Vice President for the Consumer Group at Microsoft Corp. Prior to joining Microsoft in September of 1999, he held the position of Chairman and Chief Executive Officer of Silicon Graphics, Inc. beginning in 1998. Before joining Silicon Graphics, Inc., he held the position of Executive Vice President and General Manager of Hewlett-Packard Company. Mr. Belluzzo is also a member of the board of directors of Specialty Laboratories. Mr. Belluzzo has been a director of the Company since August 1998.

Linda W. Hart		Linda W. Hart, age 61, is Vice Chairman and Chief Executive Officer of Hart Group, Inc. (a diversified group of companies primarily involved in residential and commercial building materials). Prior to joining Hart Group, Inc. in 1990, Ms. Hart was engaged in the private practice of law in Dallas, Texas. Ms. Hart is currently a director of each of the Hart Group companies; Hart Group, Inc., Rmax, Inc., and L&M Acquisitions, Inc. Ms. Hart has been a director of the Company since July 1996.

William T. Monahan		William T. Monahan, age 54, was elected Chairman of the Board, President and Chief Executive Officer of the Company when the Company was formed in March 1996 in connection with the spin-off from 3M. From June 1993 to March 1996, Mr. Monahan served as Group Vice President responsible for the Electro and Communications Group of 3M, and from May 1992 to May 1993, he served as Senior


Lawrence E. Eaton		Lawrence E. Eaton, age 64, served as Executive Vice President of the Information, Imaging and Electronic Sector and Corporate Services of 3M (a diversified manufacturer) from 1991 to his retirement in August 1996. Prior to 1991, Mr. Eaton served in various other capacities at 3M, including from 1986 to 1991 as Group Vice President, Memory Technologies Group. Mr. Eaton has been a director of the Company since July 1996.

Michael S. Fields		Michael S. Fields, age 56, has been President of The Fields Group (a management consulting firm) since May 1997. In June 1992, Mr. Fields founded Open Vision (supplier of computer systems management applications for open client/server computing environments). Mr. Fields served as Chairman and Chief Executive Officer of that company from July 1992 to July 1995 and continued to serve as Chairman of the Board until April 1997. Prior to such time, Mr. Fields held a number of executive positions at Oracle Corporation. Mr. Fields has been a director of the Company since January 1998 and is also a director of Abhaero Corp., Adamation, Vianovus, Bridgestream, Inc., Bayview Systems, Zhanra Corp. and Secure Compliance, Inc.

Ronald T. LeMay		Ronald T. LeMay, age 56, has served as President and Chief Operating Officer of Sprint Corporation (a telecommunications company) since February 1996 (except for the period from July 1997 to October 1997 when he served as Chairman and Chief Executive Officer of Waste Management, Inc. (provider of waste management services)). He became a director of Sprint in 1993. From March 1995 to September 1996, Mr. LeMay served as the Chief Executive Officer of Sprint Spectrum, a partnership among Sprint Tele-Communications, Inc., Comcast Corporation and Cox Communications. From 1989 to 1995, Mr. LeMay served as President and Chief Operating Officer of Sprint Long Distance. Mr. LeMay has been a director of the Company since July 1996 (except for the period mentioned above when he served as Chairman and Chief Executive Officer of Waste Management) and is also a director of Allstate Corporation and Ceridian Corporation.


Marvin L. Mann		Marvin L. Mann, age 68, is a director and Chairman Emeritus of Lexmark International, Inc. (a supplier of network and personal printers and information processing supplies) having served as Chairman, President and Chief Executive Officer from the time the company was formed in 1991 until May 1998 and as Chairman until he retired in May 1999. Prior to such time, Mr. Mann served in a number of executive positions at IBM. Mr. Mann has been a director of the Company since January 1997 and is also a director of Acterna, Inc. and a member of the Fidelity Investments Board of Trustees.

Glen A. Taylor		Glen A. Taylor, age 60, is Chairman of Taylor Corporation (a holding company in the commercial printing area). In August 1994, he acquired



Aggregated Option Exercises in 2001
and 12/31/01 Option Values


					Number of Securities				Value of Unexercised
					Underlying Unexercised				In-the-Money Options
	Shares		Value		Options at 12/31/01				at 12/31/01($)
	Acquired on		Realized
Name	Exercise(#)		($)		Exercisable		Unexercisable		Exercisable		Unexercisable


W. T. Monahan		0	$	0		304,090		317,500	$	169,150	$	169,150
R. L. Edwards		0		0		81,250		193,750		258,600		258,600
J. L. Sullivan		0		0		35,000		85,000		118,450		118,450
D. H. Wenck		0		0		66,160		39,500		49,750		49,750
B.M. Cederberg*		0		0		44,380		130,000		83,050		83,050


*	Pursuant to the terms of the Company’s option plan, as a result of Ms. Cederberg’s termination of employment with Imation, Ms. Cederberg had a period of 30 days after the termination of employment to exercise any vested options. There was no accelerated vesting with respect to any options.


(Total Return Index)	12/31/96		12/31/97		12/31/98		12/31/99		12/31/00		12/31/01

Imation Corp.	$	100.00	$	56.89	$	62.23	$	119.34	$	55.11	$	76.73




S&P MidCap 400 Index		100.00		132.24		157.48		180.63		212.26		210.99




PSE High Tech Index		100.00		120.40		186.78		405.01		339.72		287.30


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	IMATION CORP.
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