10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

                                                                           (Mark One)

                                                                           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

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 1-12333

 

Iomega Corporation

(Exact name of registrant as specified in its charter)

Delaware	86-0385884
(State or other jurisdiction of incorporation or organization)	(IRS employer identification number)

10955 Vista Sorrento Parkway, San Diego, CA 92130

 (Address of principal executive offices)

(858) 314-7000

 (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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule #12b-2 of the Exchange Act. (Check one):

Large accelerated filer o                                     Accelerated filer x                              Non-accelerated filer o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o         No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of October 31, 2007.

Common Stock, par value $0.03 1/3	54,763,820
(Title of each class)	(Number of shares)

IOMEGA CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

Page

                                                      

Note Regarding Forward-Looking Statements....................................................................................................................... 2

PART I - FINANCIAL STATEMENTS

Item 1.      Financial Statements (Unaudited)

                      and December 31, 2006......................................................................................................................................... 3

                      Ended September 30, 2007 and October 1, 2006................................................................................................ 4

                      Ended September 30, 2007 and October 1, 2006............................................................................................... 5

                      Ended September 30, 2007 and October 1, 2006............................................................................................... 6

                  Notes to Condensed Consolidated Financial Statements.................................................................................. 7

Item 2.      Management’s Discussion and Analysis of Financial

                     Condition and Results of Operations................................................................................................................. 25

Item 3.      Quantitative and Qualitative Disclosures About Market Risk.......................................................................... 41

Item 4.      Controls and Procedures......................................................................................................................................... 41

PART II - OTHER INFORMATION

Item 1.      Legal Proceedings.................................................................................................................................................... 42

Item 1A.  Risk Factors............................................................................................................................................................... 42

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds........................................................................... 49

Item 6.     Exhibits........................................................................................................................................................................ 49

Signatures................................................................................................................................................................................. 50

Exhibit Index................................................................................................................................................................................ 51

__________________________________

Copyright© 2007 Iomega Corporation.  All rights reserved.  Iomega, Zip, REV, StorCenter, iStorage, OfficeScreen and Jaz are either registered trademarks or trademarks of Iomega Corporation in the United States and/or other countries.  Certain other product names, brand names and company names may be trademarks or designations of their respective owners.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “contingency(ies),” “plans,” “forecasts,”“reserves,” “goals,” “objectives” and other similar expressions, or the use of future tense. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. These forward-looking statements include, but are not limited to, statements concerning:

·   Our goals for 2007, which are: (1) to continue to grow and deliver sustained profitability; (2) to further increase the size of our HDD business; (3) to continue to penetrate the high-growth NAS market; (4) to ramp REV^® 70GB products and push for broad market adoption; (5) to grow our managed services business domestically and abroad; and (6) to continue to evaluate new opportunities where we can leverage our brand and channel assets;

·   Our goal of increasing cash flow from operations;

·   Our goal to achieve 2007 full year profitability and positive cash flow from operations through containing operating expense spending, growing HDD sales, maintaining or improving the gross margins of HDD and growing REV product sales;

·   References to the ongoing efforts to complete our transition to a new distribution and logistics supplier;

·   References to our fourth quarter being seasonally strong, or our summer months being seasonally slow in Europe due to holidays;

·   Expected future taxes including taxes on repatriation of cash from Europe to the U.S.;

·   References to expected volatility, expected term and value of stock options;

·   The Section below entitled “Risk Factors”, including all discussions therein concerning things that could happen to Iomega^®, its products, employees, profits or other aspects of the business in the future;

·   All references to our focus or intended focus for our sales efforts and

·   The belief that our balance of cash, cash equivalents and temporary investments, together with cash flows from future operations, will be sufficient to fund anticipated working capital requirements, funding of restructuring actions, capital expenditures and cash required for other activities for at least one year.

There are numerous factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements.  These factors include, without limitation, those set forth under the captions “Application of Critical Accounting Policies,” “Liquidity and Capital Resources”  and “Quantitative and Qualitative Disclosures About Market Risk” included in Items 2 and 3 of Part I and “Risk Factors” included in Item 1A of Part II of this Quarterly Report on Form 10-Q.  In addition, any forward-looking statements represent our estimates only as of the day this Quarterly Report was first filed with the SEC and undue reliance should not be placed on these statements.  Our forward looking statements do not include the potential impact of any mergers, acquisitions or divestitures that may be announced after the date hereof.  We specifically disclaim any obligation to update forward-looking statements, even if our estimates change.

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IOMEGA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 (In thousands, except per share data)

	Sept. 30, 2007			Dec. 31, 2006
	(Unaudited)
Current Assets:
Cash and cash equivalents	$	53,356		$	56,617
Restricted cash		92			88
Temporary investments		15,919			11,443
Trade receivables, less allowance for doubtful accounts of $1,627 at Sept. 30, 2007 and $1,535 at Dec. 31, 2006		48,016			30,418
Inventories		68,183			42,593
Deferred income taxes		1,997			2,747
Other current assets		2,729			3,401
Total Current Assets		190,292			147,307
Property and Equipment, at Cost		70,705			84,845
Accumulated Depreciation		(66,247	)		(78,292	)
Net Property and Equipment		4,458			6,553
Goodwill		9,818			12,451
Other Intangibles, Net		891			1,043
Other Assets		10			60
Total Assets	$	205,469		$	167,414
Current Liabilities:
Accounts payable	$	72,145		$	35,105
Other current liabilities		26,182			32,475
Income taxes payable		1,830			454
Total Current Liabilities		100,157			68,034
Deferred Income Taxes		7,829			9,573
Other Liabilities		3,064			-
Commitments and Contingencies (Notes 4 and 5)
Stockholders’ Equity:
Common Stock, $0.03 1/3 par value - authorized 400,000,000 shares, issued 55,337,770 shares at September 30, 2007 and 55,307,270 shares at December 31, 2006		1,847			1,846
Additional paid-in capital		60,713			59,635
Less: 575,200 Common Stock treasury shares, at cost, at September 30, 2007 and December 31, 2006		(5,662	)		(5,662	)
Retained earnings		37,521			33,988
Total Stockholders’ Equity		94,419			89,807
Total Liabilities and Stockholders’ Equity	$	205,469		$	167,414

The accompanying notes to condensed consolidated financial statements are an

integral part of these statements.

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IOMEGA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	For the Three Months Ended
	Sept. 30,  2007			Oct. 1,  2006
	(Unaudited)
Sales	$	80,667		$	53,595
Cost of sales		67,714			41,379
Gross Margin		12,953			12,216
Operating Expenses:
Selling, general and administrative		9,452			8,216
Research and development		1,872			1,904
Restructuring reversals		(153	)		(211	)
Goodwill impairment charge		-			2,513
Bad debt expense		668			441
Total Operating Expenses		11,839			12,863
Operating income (loss)		1,114			(647	)
Interest income		792			722
Interest expense and other income (expense), net		(64	)		987
Income before income taxes		1,842			1,062
Provision for income taxes		(549	)		(209	)
Net Income	$	1,293		$	853
Net Income Per Basic Share	$	0.02		$	0.02
Net Income Per Diluted Common Share	$	0.02		$	0.02
Weighted Average Common Shares Outstanding		54,754			53,382
Weighted Average Common Shares Outstanding - Assuming Dilution		55,518			53,389

The accompanying notes to condensed consolidated financial statements are an

integral part of these statements.

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IOMEGA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	For the Nine Months Ended
	Sept. 30,  2007			Oct. 1,  2006
	(Unaudited)
Sales	$	215,970		$	153,328
Cost of sales		176,575			122,518
Gross Margin		39,395			30,810
Operating Expenses:
Selling, general and administrative		30,233			31,308
Research and development		5,395			6,946
Restructuring charges (reversals)		(235	)		4,358
Goodwill impairment charges		2,963			7,935
License and patent fee income		(452	)		(1,085	)
Bad debt expense		302			166
Total Operating Expenses		38,206			49,628
Operating income (loss)		1,189			(18,818	)
Interest income		2,066			2,261
Interest expense and other income (expense), net		(171	)		852
Income (loss) before income taxes		3,084			(15,705	)
Benefit for income taxes		449			1,990
Net Income (Loss)	$	3,533		$	(13,715	)
Net Income (Loss) Per Basic Share	$	0.06		$	(0.26	)
Net Income (Loss) Per Diluted Common Share	$	0.06		$	(0.26	)
Weighted Average Common Shares Outstanding		54,741			52,230
Weighted Average Common Shares Outstanding - Assuming Dilution		55,093			52,230

The accompanying notes to condensed consolidated financial statements are an

integral part of these statements.

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 IOMEGA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Nine Months Ended
	Sept. 30,  2007			Oct. 1,  2006
	(Unaudited)
Cash Flows from Operating Activities:
Net income (loss)	$	3,533		$	(13,715	)
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operations:
Depreciation and amortization		2,445			3,538
Deferred income tax benefit		(994	)		(3,978	)
Tax contingency releases		(1,259	)		-
Stock-related compensation expense		770			503
Goodwill impairment charges		2,963			7,935
Non-cash inventory write-offs (reversals)		691			(780	)
Bad debt expense		302			166
Other		(197	)		(541	)
Changes in Assets and Liabilities (net of effects of 2006 acquisition):
Restricted cash		(4	)		169
Trade receivables		(17,900	)		359
Inventories		(26,281	)		(6,405	)
Other current assets		672			1,124
Accounts payable		37,040			(4,119	)
Other current liabilities		(207	)		(4,967	)
Accrued restructuring		(1,763	)		(874	)
Income taxes		1,376			522
Net cash provided by (used in) operating activities		1,187			(21,063	)
Cash Flows from Investing Activities:
Purchases of property and equipment		(301	)		(1,558	)
Proceeds from sales of assets		136			173
Purchases of temporary investments		(20,206	)		(13,425	)
Sales of temporary investments		15,894			24,161
Payments associated with CSCI, Inc. acquisition		(120	)		(4,339	)
Net change in other assets and other liabilities		50			7
Net cash provided by (used in) investing activities		(4,547	)		5,019
Cash Flows from Financing Activities:
Proceeds from sales of Common Stock		99			416
Net cash provided by financing activities		99			416
Net Decrease in Total Cash and Cash Equivalents		(3,261	)		(15,628	)
Total Cash and Cash Equivalents at Beginning of Period		56,617			70,943
Total Cash and Cash Equivalents at End of Period	$	53,356		$	55,315
Non-Cash Investing and Financing Activities:
Issuance of treasury stock in CSCI, Inc. acquisition	$	-		$	7,000
Adjustment of CSCI, Inc. acquisition	$	210		$	-

The accompanying notes to condensed consolidated financial statements are an

integral part of these statements

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1)  Operations and Significant Accounting Policies

In management’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature which are necessary to present fairly our financial position as of September 30, 2007 and December 31, 2006, the results of operations for the quarter and nine months ended September 30, 2007 and October 1, 2006 and cash flows for the nine months ended September 30, 2007 and October 1, 2006.

The results of operations for the quarter and nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the entire year or for any future period.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our latest Annual Report on Form 10-K.

Reclassifications

Certain reclassifications have been made to the prior period’s notes to the condensed consolidated financial statements to conform to the current period’s presentation.

Inventories

Inventories include material costs and inventory related overhead costs and are recorded at the lower of cost (first-in, first-out) or market and consist of the following:

	Sept. 30,		Dec. 31,
	2007		2006
	(In thousands)
Raw materials	$	32,247	$	16,475
Finished goods		35,936		26,118
	$	68,183	$	42,593

We evaluate the carrying value of inventory on a quarterly basis to determine if the carrying value is recoverable at estimated selling prices (including known future price decreases).  We include product costs and direct selling expenses in our analysis of inventory realization.  To the extent that estimated selling prices do not exceed such costs and expenses, valuation reserves are established against inventories through a charge to cost of sales.  In addition, we generally consider inventory that is not expected to be sold within established timelines, as forecasted by our material requirements planning system, as excess and thus appropriate inventory reserves are established through a charge to cost of sales.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(1)  Operations and Significant Accounting Policies (Continued)

Net Income (Loss) Per Common Share

Basic net income (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted net income (loss) per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into Common Stock.  The computation of Diluted EPS assumes no exercise or conversion of securities that would have an anti-dilutive effect on net income per common share.  In periods where losses are recorded, common stock equivalents would decrease the loss per share and therefore are not added to the weighted average shares outstanding.  Losses have been recorded for the nine months ended October 1, 2006, thus there was no dilution, as all outstanding options were considered anti-dilutive for this period.

The following is a reconciliation of the numerator and denominator of Basic EPS to the numerator and denominator of Diluted EPS for all periods presented.

	Net Income (Loss) (Numerator)			Shares (Denominator)		Per Share Amount
	(In thousands, except per share data)
For the Three Months Ended:
September 30, 2007:
Basic EPS	$	1,293			54,754	$	0.02
Effect of options		-			764		-
Diluted EPS	$	1,293			55,518	$	0.02
October 1, 2006:
Basic EPS	$	853			53,382	$	0.02
Effect of options		-			7		-
Diluted EPS	$	853			53,389	$	0.02
For the Nine Months Ended:
September 30, 2007:
Basic EPS	$	3,533			54,741	$	0.06
Effect of options		-			352		-
Diluted EPS	$	3,533			55,093	$	0.06
October 1, 2006:
Basic EPS	$	(13,715	)		52,230	$	(0.26	)
Effect of options		-			-		-
Diluted EPS	$	(13,715	)		52,230	$	(0.26	)

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(1)  Operations and Significant Accounting Policies (Continued)

Net Income (Loss) Per Common Share (Continued)

The table below shows the number of outstanding options that had an exercise price greater than the average market price of the common shares (out of the money options) for the respective period and are excluded from the calculation, as they are antidilutive.  The average market price of our Common Stock was $5.28 for the three months ended September 30, 2007 and $2.67 for the three months ended October 1, 2006.  The average market price of our Common Stock was $4.37 for the nine months ended September 30, 2007 and $2.88 for the nine months ended October 1, 2006.

	For the Three Months Ended				For the Nine Months Ended
	Sept. 30,		Oct. 1,		Sept. 30,		Oct. 1,
	2007		2006		2007		2006
Out of the money options		231,492		2,674,578		677,392		1,764,578

Stock Compensation Expense

Effective January 1, 2006, we adopted SFAS No. 123r, “Share-Based Payment”, (“SFAS 123r”) using the modified prospective transition method.  Because we elected to use the modified prospective transition method, results for prior periods have not been restated.

Our condensed consolidated statements of operations included $0.2 million of compensation expense related to stock-based compensation plans for the three months ended September 30, 2007 and $0.3 million for the three months ended October 1, 2006.

Our condensed consolidated statements of operations included $0.8 million of compensation expense related to stock-based compensation plans for the nine months ended September 30, 2007 and $0.5 million for the nine months ended October 1, 2006.

During the first quarter of 2006, we reduced our stock based compensation by $0.1 million due to a change in the estimated forfeiture rate as required by SFAS 123r.

Valuation and Amortization.  We use the Black-Scholes option-pricing model to estimate the fair value of each option grant on the date of grant or modification.  We amortize the fair value on an accelerated method for recognizing stock compensation expense over the vesting period of the option.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(1)  Operations and Significant Accounting Policies (Continued)

Stock Compensation Expense (Continued)

Expected Term.  The expected term is the period of time that granted options are expected to be outstanding.  We estimate the expected term based on historical patterns of option exercises, which we believe reflect future exercise behavior.  We examined patterns in our historical data in order to ascertain if there were any discernable patterns of exercises for demographic characteristics (such as geographic, job level, plan and significantly out of the money exercise prices).

Expected Volatility.  We calculate volatility by using the historical stock prices going back over the estimated life of the option.

Risk-Free Interest Rate.  We base the risk-free interest rate used in the Black-Scholes option-valuation model on the market yield in effect at the time of option grant provided from the Federal Reserve Board’s Statistical Releases and Historical Publications from the Treasury constant maturities rates for the equivalent remaining terms.

Dividends.  We have no plans to pay cash dividends in the future.  Therefore, we use an expected dividend yield of zero in the Black-Scholes option-valuation model.

Forfeitures.  SFAS 123r requires us to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.  We use historical data to estimate pre-vesting option forfeitures and record share-based compensation expense only for those awards that are expected to vest.  In calculating the forfeiture rates we have excluded options that were significantly out of the money, primarily because they relate to older, fully vested awards.

We used the following assumptions to estimate the fair value of options granted for the three and nine months ended September 30, 2007 and October 1, 2006:

	For the Three Months Ended		For the Nine Months Ended
Assumption	Sept. 30,     2007	Oct. 1,     2006	Sept. 30,     2007	Oct. 1,     2006
	(In thousands)
Average expected term (in years)	5.2	3.9	5.2	3.9
Expected stock price volatility	39%	47%	39%	56%
Risk-free interest rate (range)	4.1 – 5.0%	4.6 – 4.9%	4.1 – 5.1%	4.3 - 5.1%
Expected dividends	Zero	Zero	Zero	Zero

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(1)  Operations and Significant Accounting Policies (Continued)

Accrued Warranty

We accrue for warranty costs based on estimated warranty return rates and estimated costs to repair.  We use a statistical-based model to estimate warranty accrual requirements.  The statistical model, used to project future returns, is based upon a rolling monthly calculation that computes the number of units required in the warranty reserve and is based upon monthly sales, actual returns and projected return rates.  Actual warranty costs are charged against the warranty reserve.  Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty returns and repair cost.  We review the adequacy of our recorded warranty liability on a quarterly basis and record the necessary adjustments to the warranty liability.

Changes in our warranty liability during all periods presented were as follows:

	For the Three Months Ended						For the Nine Months Ended
	Sept. 30 ,			Oct. 1,			Sept. 30,			Oct. 1,
	2007			2006			2007			2006
	(In thousands)
Balance at beginning of period	$	4,989		$	4,077		$	4,576		$	4,973
Accruals/additions		1,341			1,372			4,612			3,009
Claims		(1,163	)		(1,261	)		(4,021	)		(3,794	)
Balance at end of period	$	5,167		$	4,188		$	5,167		$	4,188

Recent Accounting Pronouncements

In September of 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS Statement No. 157, “Fair Value Measurements” (“SFAS 157”).  This statement provides enhanced guidance for using fair value to measure assets and liabilities.  This statement also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings.  SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value.  SFAS 157 does not expand the use of fair value in any new circumstances.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  We do not expect our adoption of this new standard to have a material impact on our financial position, results of operations or cash flows.

In February of 2007, the FASB issued SFAS Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We are currently assessing the impact of SFAS 159 on our financial results.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(2)  Income Taxes

We adopted the provisions of FASB Interpretation Number 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”) on January 1, 2007.  As a result of the implementation of FIN 48, we recognized no material adjustment in the liability for unrecognized income tax benefits.  At the adoption date of January 1, 2007, we had $8.2 million of unrecognized tax benefits, $4.0 million of which would affect our effective tax rate if recognized.  Consistent with the provisions of FIN 48, we reclassified $4.0 million of income tax liabilities from current to non-current liabilities because payment of cash is not anticipated within one year of the balance sheet date.

As a result of the expiration of the statute of limitations on certain foreign income tax returns without notification of review by the taxing authorities during the second quarter of 2007, as described below, the total amount of unrecognized tax benefits was reduced by $1.4 million. During the third quarter of 2007, the total amount of unrecognized tax benefits was increased by $0.2 million as a result of preliminary findings of the Italian tax authorities.  At September 30, 2007, we have $4.6 million of unrecognized tax benefits, $2.8 million of which would affect our effective tax rate if recognized.

We recognize interest and penalties related to uncertain tax positions in income tax expense.  As of the date of adoption of FIN 48, we had accrued $0.3 million for the payment of interest and penalties relating to unrecognized tax benefits.  This amount was increased during the first quarter of 2007 by $0.1 million for additional accruals of interest and penalties, reduced during the second quarter of 2007 by $0.2 million for the release of accruals related to the expiration of the statute of limitations on certain foreign income tax returns without notification of review by the taxing authorities and was increased during the third quarter of 2007 by $0.1 million for the accrual of interest and penalties.  As of September 30, 2007, we have approximately $0.3 million of accrued interest related to uncertain tax positions, which was also reclassified from current to non-current liabilities upon adoption of FIN 48.

The tax years 2002-2006 remain open to examination by the Internal Revenue Service (“IRS”).  We are no longer subject to examination by the IRS for periods prior to 2002, although carryforward attributes that were generated prior to 2002 may still be adjusted upon examination by the IRS if they either have been or will be used in a future period.  Various state and foreign income tax returns are under examination by taxing authorities.  We do not believe that the outcome of any examination will have a material impact on our financial statements.

For the quarter ended September 30, 2007, we recorded a net income tax provision of $0.5 million on pre-tax income of $1.8 million.  This tax provision was primarily comprised of taxes provided on foreign earnings, foreign and domestic capital taxes and an increase in the deferred tax liability related to tax amortization of CSCI goodwill.

For the quarter ended October 1, 2006, we recorded a net income tax provision of $0.2 million on pre-tax income of $1.1 million.  This tax provision was primarily comprised of taxes provided on foreign earnings and foreign capital taxes, partially offset by a release of the deferred tax liability resulting from the goodwill impairment charge recognized.

12

IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(2)  Income Taxes (Continued)

For the nine months ended September 30, 2007, we recorded a net income tax benefit of $0.4 million on pre-tax income of $3.1 million.  This net tax benefit was primarily comprised of a $1.6 million release of a contingency reserve related to a foreign tax exposure for which the statute of limitations expired in the second quarter of 2007 and releases of $1.2 million of deferred tax liabilities resulting from the goodwill impairment charges recognized, partially offset by taxes provided on foreign earnings, foreign and domestic capital taxes and an increase in deferred tax liabilities related to tax amortization on CSCI goodwill.

For the nine months ended October 1, 2006, we recorded an income tax benefit of $2.0 million on a pre-tax loss of $15.7 million.  This tax benefit was primarily comprised of a release of a deferred tax liability resulting from the goodwill impairment charges recognized and minor adjustments to the estimated foreign income taxes due to the filing of actual tax returns, partially offset by the accrual of foreign income and capital taxes.

(3)  Business Segment Information

We have six reportable segments, which are organized into three business categories as follows:

Business Categories	Reportable Segments
Consumer Products	1.  Consumer Storage Solutions
	2.  Zip® Products
Business Products	3.  REV® Products
	4.  Network Storage Systems
	5.  Services
Other Products	6.  Other Products

Consumer Products

Our Consumer Products category is comprised of the Consumer Storage Solutions (“CSS”) segment and the Zip Products segment.

Our CSS segment involves the worldwide distribution and sale of various storage devices including external hard disk drives (“HDD”), CD-RW drives, DVD rewritable drives and external floppy disk drives.  HDD products account for the majority of this segment.

The Zip Products segment involves the distribution and sale of Zip drives and disks to retailers, distributors, resellers and OEMs.  We have ceased selling Zip drives to distributors or resellers in the European Union (“EU”) as of July 1, 2006, in the wake of the Restriction of Hazardous Substances (“RoHS”) lead free initiative.  Sales of Zip disks continue worldwide, including the European Union.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(3)  Business Segment Information (Continued)

Business Products

Our Business Products category is comprised of the REV Products, the Network Storage Systems (“NSS”) and the Services segments.

Our REV Products segment involves the development, distribution and sale of REV drives and disks to retailers, distributors, OEMs and resellers throughout the world

Our NSS segment involves the development, distribution and sale of Network Attached Storage servers and Network HDD drives (which were previously reported under the CSS segment in the Consumer Products category) in the entry-level and low-end Network Attached Storage market.

Our Services segment consists of the operations of CSCI, Inc. (“CSCI”), including OfficeScreen^® solutions and system integration, resale of email security from a third party and Iomega services such as iStorage^TM.  We acquired CSCI in August of 2006; CSCI’s OfficeScreen managed security services include managing firewalls, VPNs and providing remote access for small businesses.  The Iomega services were previously reflected in the Other Products segment.

Other Products

Our Other Products segment consists of license and patent fee income (when not assigned to specific products) and products that have been discontinued or are otherwise immaterial, including Jaz, Iomega software products such as Iomega Automatic Backup software and other miscellaneous products.  iStorage and other services that were previously reflected in this segment have been reclassified to the Services segment under the Business Products category.

Product Operating Income (Loss)

Product operating income is defined as sales and other income related to a segment’s operations, less both fixed and variable product costs, and direct and allocated operating expenses.  Operating expenses are charged to the product segments primarily as a percentage of sales and on a direct method to a lesser extent.  When such costs and expenses exceed sales and other income, this is referred to as a product operating loss.  The accounting policies of the product segments are the same as those described in Note 1.  Intersegment sales, eliminated in consolidation, are not material.  Non-allocated operating expenses include restructuring charges and certain extraordinary expenses.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(3)  Business Segment Information (Continued)

The information in the following table was derived directly from our internal segments’ financial information used for corporate management purposes.

Reportable Operating Segment Information:

	For the Quarter Ended						For the Nine Months Ended
	Sept. 30,  2007			Oct. 1,  2006			Sept. 30,  2007			Oct. 1,  2006
	(In thousands)
Sales:
Consumer Products:
Consumer Storage Solutions	$	60,685		$	30,317		$	153,262		$	81,999
Zip Products		3,816			6,245			13,097			25,681
Total Consumer Products		64,501			36,562			166,359			107,680
Business Products:
REV Products		8,981			11,201			29,388			30,869
Network Storage Systems		5,523			4,473			15,077			12,724
Services		1,653			1,254			4,898			1,515
Total Business Products		16,157			16,928			49,363			45,108
Other Products		9			105			248			540
Total Sales	$	80,667		$	53,595		$	215,970		$	153,328
Product Operating Income (Loss):
Consumer Products:
Consumer Storage Solutions	$	(545	)	$	(1,744	)	$	(141	)	$	(11,666	)
Zip Products		1,224			767			1,804			1,874
Total Consumer Products		679			(977	)		1,663			(9,792	)
Business Products:
REV Products		204			(367	)		234			(5,742	)
Network Storage Systems		566			464			211			884
Services		(349	)		(53	)		(1,404	)		174
Total Business Products		421			44			(959	)		(4,684	)
Other Products		(139	)		75			250			1,011
Non-restructuring charge		-			–			-			(995	)
Restructuring (charges) reversals		153			211			235			(4,358	)
Total Operating Income (Loss)	$	1,114		$	(647	)	$	1,189		$	(18,818	)

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(4)  Restructuring Charges/Reversals

We currently have restructuring reserves under two different restructuring actions: the 2005 restructuring actions and the 2004 restructuring actions.  The following table summarizes the reserve balances related to each of these restructuring actions:

	Sept. 30,		Dec. 31,
	2007		2006
	(In thousands)
Other Current Liabilities:
Third Quarter 2001 restructuring actions	$	-	$	1,366
2003 restructuring actions		-		6
2004 restructuring actions		45		77
2005 restructuring actions		65		219
2006 restructuring actions		-		205
Total	$	110	$	1,873
Fixed Asset Reserves:
2003 restructuring actions	$	-	$	114
2005 restructuring actions		38		131
Total	$	38	$	245

During each of the first, second and third quarters of 2007, we recorded a net restructuring release of approximately $0.1 million.

During the first quarter of 2006, we recorded restructuring charges of $0.3 million related to the 2006 restructuring actions.

During the second quarter of 2006, we recorded net restructuring charges of $4.3 million of which $1.5 million related to the 2001 restructuring actions; a $0.1 million release related to the 2004 restructuring actions and $2.9 million related to the 2006 restructuring actions.

During the third quarter of 2006, we recorded a restructuring benefit of $0.2 million related to the 2006 and 2005 restructuring actions.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(4)  Restructuring Charges/Reversals (Continued)

These charges are described below under their respective caption.

2006 Restructuring Actions

During 2006, we recorded $3.0 million of net restructuring charges for the 2006 restructuring actions.  These charges included $2.7 million of cash charges for severance and benefits for approximately 90 personnel worldwide who were notified during the first and second quarters of 2006 that their positions were being eliminated, $0.2 million of cash charges for miscellaneous contract and lease cancellations and $0.1 million of non-cash charges related to excess furniture, leasehold improvements and other miscellaneous assets.  The $3.0 million was shown as restructuring expenses as a component of operating expenses.  None of these restructuring charges was allocated to any of our business segments.  The restructuring actions were part of an effort to align our cost structure with our expected future revenue levels and to reorganize our Company from a focus on autonomous geographic regions and products to a simplified functional organization.

During the first quarter of 2007, we recorded a restructuring benefit of less than $0.1 million related to severance and benefits because of lower than expected benefits.

During the second quarter of 2007, we recorded a restructuring benefit of less than $0.1 million related to international facilities.  Due to recent organization changes, we began utilizing a portion of the floor space that we had subleased to another company. During the third quarter of 2007, we recorded a restructuring benefit of approximately $0.1 million related to US facilities due to higher than expected sublease income.  As of September 30, 2007, we have made $2.7 million in cumulative cash payments related to the 2006 restructuring charges.

There are no remaining restructuring reserves at September 30, 2007.  Utilization of and other activity related to the 2006 restructuring reserves during the quarter ended September 30, 2007 are summarized below:

	Balance					Utilized					Foreign Currency		Balance
	7/2/07		Reversals			Cash			Non-Cash		Changes		9/30/07
	(In thousands)
2006 Restructuring Actions:
Lease termination costs (a)	$	6	$	-		$	(6	)	$	–	$	-	$	-
Miscellaneous liabilities (a)		12		(12	)		-			-		–		-
	$	18	$	(12	)	$	(6	)	$	-	$	-	$	-
Balance Sheet Breakout:
Accrued restructuring charges (a)	$	18	$	(12	)	$	(6	)	$	-	$	-	$	-

(a)   Amounts represent primarily cash charges.

17

IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(4)  Restructuring Charges/Reversals (Continued)

2006 Restructuring Actions (Continued)

Utilization of and other activity related to the 2006 restructuring reserves during the nine months ended September 30, 2007 are summarized below:

	Balance					Utilized					Foreign Currency		Balance
	12/31/06		Reversals			Cash			Non-Cash		Changes		9/30/07
	(In thousands)
2006 Restructuring Actions:
Severance and benefits (a)	$	133	$	(39	)	$	(95	)	$	–	$	1	$	-
Lease termination costs (a)		58		(19	)		(39	)		–		-		-
Miscellaneous liabilities (a)		14		(13	)		(1	)		-		–		-
	$	205	$	(71	)	$	(135	)	$	-	$	1	$	-
Balance Sheet Breakout:
Accrued restructuring charges (a)	$	205	$	(71	)	$	(135	)	$	-	$	1	$	-

(a)    Amounts represent primarily cash charges.

2005 Restructuring Actions

During 2005, we recorded $5.7 million of restructuring charges for the 2005 restructuring actions.  These charges included $4.0 million of cash charges for severance and benefits for approximately 120 personnel worldwide who were notified during the third quarter of 2005 that their positions were being eliminated, $0.7 million of cash charges for miscellaneous contract cancellations, $0.5 million of cash charges for lease termination costs and $0.4 million of non-cash charges related to excess furniture, leasehold improvements and other miscellaneous assets.  The $5.7 million was shown as restructuring expenses as a component of operating expenses.  None of these restructuring charges was allocated to any of our business segments.  The restructuring actions were part of an effort to align our cost structure with our expected future revenue levels.

During 2006, we recorded $0.2 million of restructuring charges for the 2005 restructuring actions for lease cancellation due to our inability to sublease a facility in Texas.  This was more than offset by a $0.3 million release of restructuring reserves associated with miscellaneous contract obligations due to negotiating lower settlement amounts and excess severance and benefits.

During both the first and third quarters of 2007, we recorded a restructuring benefit of $0.1 million due to higher than expected sublease income.

We have made $5.0 million in cumulative cash payments related to the 2005 restructuring actions, of which less than $0.2 million was disbursed during 2007.

18

IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(4)  Restructuring Charges/Reversals (Continued)

2005 Restructuring Actions (Continued)

Remaining restructuring reserves of less than $0.1 million are included in our accrued restructuring charges and less than $0.1 million are included in our fixed asset reserves at September 30, 2007.  Utilization of and other activity related to the 2005 restructuring reserves during the three months ended September 30, 2007 are summarized below:

	Balance					Net Utilized					Balance
	7/2/07		Reversals			Cash		Non-Cash			9/30/07
	(In thousands)
2005 Restructuring Actions:
Lease termination costs (a)	$	84	$	(66	)	$	47	$	–		$	65
Lease related assets (b)		64		–			–		(26	)		38
	$	148	$	(66	)	$	47	$	(26	)	$	103
Balance Sheet Breakout:
Accrued restructuring charges (a)	$	84	$	(66	)	$	47	$	–		$	65
Fixed asset reserves (b)		64		–			–		(26	)		38
	$	148	$	(66	)	$	47	$	(26	)	$	103

(a)   Amounts represent primarily cash charges.

    (b)  Amounts represent primarily non-cash charges.

Utilization of and other activity related to the 2005 restructuring reserves during the nine months ended September 30, 2007 are summarized below:

	Balance					Utilized						Balance
	12/31/06		Reversals			Cash			Non-Cash			9/30/07
	(In thousands)
2005 Restructuring Actions:
Lease termination costs (a)	$	219	$	(147	)	$	(7	)	$	–		$	65
Lease related assets (b)		131		–			–			(93	)		38
	$	350	$	(147	)	$	7	)	$	(93	)	$	103
Balance Sheet Breakout:
Accrued restructuring charges (a)	$	219	$	(147	)	$	(7	)	$	–		$	65
Fixed asset reserves (b)		131		–			–			(93	)		38
	$	350	$	(147	)	$	(7	)	$	(93	)	$	103

(a)   Amounts represent primarily cash charges.

    (b)  Amounts represent primarily non-cash charges.

At September 30, 2007, lease payments are being made on a continuous monthly basis and this  lease expires in July of 2008.  We have entered into a sublease agreement on the leased facility and the lease related assets are being utilized by the tenant who is subleasing the facility.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(4)  Restructuring Charges/Reversals (Continued)

2004 Restructuring Actions

During 2004, we recorded $3.7 million of restructuring charges for the 2004 restructuring actions, including $2.6 million of cash charges for severance and benefits for 108 regular and temporary personnel worldwide (approximately 19% of our worldwide workforce) who were notified by September 26, 2004 that their positions were being eliminated, $0.7 million of cash charges for lease termination costs and $0.4 million of non-cash charges related to excess furniture.  All of the $3.7 million of restructuring charges recorded during 2004 were shown as restructuring expenses as a component of operating expenses.  None of these restructuring charges was allocated to any of the business segments.

During 2006, we recorded $0.2 million of restructuring releases for the 2004 restructuring actions, including $0.1 million for lease termination costs and $0.1 million for furniture due to higher than estimated sales proceeds.

During the first quarter of 2007, we recorded an additional $0.1 million for lease termination costs related to increases in landlord maintenance costs.

During the second quarter of 2007, we released less than $0.1 million associated with lease termination costs for a building which lease expired and the facility was turned back to the landlord.

During the third quarter of 2007, we released less than $0.1 million due to a subtenant reimbursing us for the landlord maintenance cost increases.

As of September 30, 2007, we have made $3.7 million in cumulative cash payments related to the 2004 restructuring actions, of which less than $0.1 million was disbursed during 2007.

Remaining restructuring reserves of less than $0.1 million are included in our accrued restructuring charges as of September 30, 2007.  Utilization of and other activity related to the 2004 restructuring reserves during the three months ended September 30, 2007 are summarized below:

	Balance							Net Utilized		Balance
	7/2/07		Additions		Reversals			Cash		Non-Cash		9/30/07
	(In thousands)
2004 Restructuring Actions:
Lease termination costs (a)	$	111	$	-	$	(75	)	$	9	$	–	$	45
Balance Sheet Breakout:
Accrued restructuring charges (a)	$	111	$	-	$	(75	)	$	9	$	–	$	45

(a)   Amounts represent cash charges.

20

IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(4)  Restructuring Charges/Reversals (Continued)

2004 Restructuring Actions (Continued)

Utilization of and other activity relating to the 2004 restructuring charges during the nine months ended September 30, 2007 are summarized below:

	Balance							Utilized			Balance
	12/31/07		Additions		Reversals			Cash			Non-Cash		9/30/07
	(In thousands)
2004 Restructuring Actions:
Lease termination costs (a)	$	77	$	81	$	(81	)	$	(32	)	$	–	$	45
Balance Sheet Breakout:
Accrued restructuring charges (a)	$	77	$	81	$	(81	)	$	(32	)	$	–	$	45

(a)    Amounts represent cash charges.

Lease payments are being made on a continuous monthly basis, and the lease expires in 2008.  The facility has been subleased.

2003 Restructuring Actions

During the second quarter of 2007, we released less than $0.1 million associated with lease termination costs for a building lease which expired and the facility was turned back to the landlord.

Third Quarter 2001 Restructuring Actions

During 2006, we recorded an additional net $0.9 million for U.S. lease termination costs since we were not able to locate a subtenant in the timeframe originally anticipated.  In January of 2007, we finalized an agreement to assist a company to purchase the building we were leasing and we have been released from our remaining lease obligations.  This resulted in an overall $0.6 million cash savings.

(5)  Commitments and Contingencies

Litigation

There are no material legal proceedings to which we are a party.  We are involved in lawsuits and claims generally incidental to our business, none of which are expected to have a material impact on our results of operations, business or financial condition.

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IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(6)  Stockholders’ Equity

Share-Based Compensation Plans

Stock Option Plans

We had a 1997 Stock Incentive Plan (the “1997 Plan”).  Our 1997 Plan provided for the grant of incentive stock options (“ISOs”) intended to qualify under Section 422 of the Internal Revenue Code, nonstatutory stock options (“NSOs”) and restricted stock awards.  The 1997 Plan expired in January of 2007 and no other options have been granted under this plan after its expiration date; however, all outstanding, un-expired options under the 1997 Plan remain in effect.

We had a 1995 Director Stock Option Plan (the “1995 Director Plan”), and a 2005 Director Stock Option Plan (the “2005 Director Plan”).  The 1995 Director Plan expired on July 25, 2005 and no further options have been granted under this plan after its expiration date; however, all outstanding, un-expired options under the 1995 Director Plan remain in effect.  The 2005 Director Plan was terminated on May 23, 2007, as a result of the shareholder approval of the new 2007 Stock Incentive Plan, described below, and no further options have been granted under this plan after its termination date; however, all outstanding, un-expired options under the 2005 Director Plan remain in effect.

We have a 2007 Stock Incentive Plan (the “2007 Plan”).  Our 2007 Plan was approved by the Shareholders on May 23, 2007, following an earlier Board vote to recommend this Plan.  The 2007 Plan provides for the grant of various awards including incentive stock options (as defined in Section 422 of the Internal Revenue Code), nonqualified options, restricted shares, performance awards, and other stock based awards, as determined at the time of grant.  Under the 2007 Plan, we can grant options or awards for up to 5,500,000 shares of Common Stock to our employees, officers, directors, consultants and advisors.  The exercise price for all options granted under the plan will be the closing price of our Common Stock on the date of grant.  Each option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement.  The duration of options awarded under this plan cannot exceed ten years from the date of grant, except as may be required under laws of other countries.  The Board may award restricted shares of our Common Stock, which shares may be subject to risk of forfeiture or restrictions as may be imposed by the Board.  The total of all shares subject to awards other than stock options may not exceed 33% of the authorized shares under the 2007 Plan.

22

IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(6)  Stockholders’ Equity (Continued)

Stock Option Activity and Weighted Average Prices

The following table presents the aggregate options granted, exercised and forfeited under all stock option plans at September 30, 2007 and their respective weighted average exercise prices:

				Weighted
	Shares			Average
		(000’s	)	Exercise Price
Outstanding at beginning of year		3,060		$	3.90
Granted		166			4.18
Exercised		(31	)		3.28
Forfeited / Cancelled / Expired		(124	)		4.50
Outstanding at September 30, 2007		3,071			3.90
Options exercisable at September 30, 2007		1,305			4.96

(7)  Other Matters

Other Intangible Assets

At September 30, 2007, we had $0.9 million in net intangible assets, all of which are subject to amortization.  Our intangible assets include the OfficeScreen trade name and technology, and customer and vendor relationships obtained through the CSCI acquisition.  Intangible assets are amortized using the straight-line method, our best estimate of the pattern of economic benefit, over the estimated useful life of the asset, subject to periodic review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Amortization expense was less than $0.1 million for quarter ended September 30, 2007 and $0.2 million for the nine months ended September 30, 2007.  Amortization expense for each of the next five fiscal years is anticipated to be $0.1 million for the remainder of 2007, approximately $0.2 million each year from 2008 through 2010, $0.1 million in 2011 and $0.1 million thereafter.  At September 30, 2007, the weighted average useful life of our intangible assets was approximately 5 years.

The following table presents the other intangible assets and associated accumulated amortization for all periods presented:

	Sept. 30,  2007			Dec. 31,  2006
	(In thousands)
Other Intangible Assets:
Gross value	$	1,127		$	1,127
Accumulated amortization		(236	)		(84	)
Net intangible assets	$	891		$	1,043

23

IOMEGA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(7)  Other Matters(Continued)

Goodwill Impairment

There is no remaining goodwill related to Zip specific products as of July 1, 2007, as it has now been fully written off.  The goodwill related to the CSCI acquisition is not subject to impairment testing yet under FASB Statement No. 142, “Goodwill and Other Intangible Assets”.  The goodwill related to the CSCI acquisition will be tested for impairment in the fourth quarter of 2007, as part of our annual impairment testing.

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IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:

Overview

We design and market products and provide services that help our customers store and protect their valuable digital information.  Our six reportable segments are based primarily on the nature of our products and include Consumer Storage Solutions (“CSS”) Products, Zip^® Products, REV^®  Products, Network Storage Systems (“NSS”) Products, Services and Other Products.

The CSS Products segment involves the worldwide distribution and sale of various storage devices including external hard disk drives (“HDD”), CD-RW drives, DVD rewritable drives and external floppy disk drives.  The Zip Products segment involves the distribution and sale of Zip drives and disks to retailers, distributors and resellers.  The REV Products segment involves the development, distribution and sale of REV drives and disks to retailers, distributors, OEMs and resellers throughout the world.  The NSS Products segment consists primarily of the development, distribution and sale of network attached storage servers and Network HDD drives (previously included in the CSS Products segment) in the entry-level and low-end network attached storage market.  The Services segment consists of the operations of CSCI, Inc. (“CSCI”), including OfficeScreen^® solutions, systems integration, resale of email security from a third party and Iomega services such as iStorage^TM (previously included in the Other Products segment).  We acquired CSCI in August of 2006.  CSCI’s OfficeScreen managed security services include managing firewalls, virtual private networks (“VPNs”) and providing remote access for small businesses.  The Other Products segment consists of license and patent fee income (not assigned to specific products) and products that have been discontinued or are otherwise immaterial.

From 1996 through 2006 and also in the third quarter of 2007, the Zip Products segment was the largest contributor to our product operating income.  As the Zip business has approached the end of its product lifecycle, we have been trying to find other profitable sources of revenue to replace the declining high gross margin Zip revenue.  In recent years, we have invested significant efforts and dollars on the development of the first and second generation REV products.  Sales of REV products have exceeded Zip product sales for the past several quarters.  However, REV products have been unprofitable every quarter until 2007 from which point the product line has been slightly profitable.

In other efforts to replace the declining Zip business, we have launched and attempted to expand our CSS and NSS businesses.  CSS business segment product sales (primarily HDD) significantly exceed Zip product sales.  Our CSS business segment achieved operating profitability in the fourth quarter of 2006 and is near breakeven for the nine months ended September 30, 2007.  The NSS segment product sales have also been steadily increasing with moderate profits in most periods.  We are continuing to develop our NAS product line, targeting the home office and small and mid-size business segments.

We also acquired CSCI, Inc. (“CSCI”) and have signed a reseller agreement with a provider or email security to expand our brand name into the services segment for small- to mid-sized companies.  Although this segment has lost money due to marketing and other start-up costs, we continue to look for opportunities to grow this segment.  Additionally, this business is an annuity business whereby income is earned on a monthly basis over the term of the contract and therefore, the impact on the results of operations in not fully reflected immediately.

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IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Overview (Continued)

During the past 15 months, we have taken several steps to return our Company to profitability such as a restructuring plan to reduce costs and simplify our organizational structure, the release of new HDD products and changes to our HDD product supply chain to reduce the cost of these products to allow us to be more competitive in the market place.  Primarily as a result of the above actions, at September 30, 2007, we have recorded our fifth consecutive quarter of net income and fourth consecutive quarter of year-over-year revenue growth.  The revenue growth is primarily a result of the HDD business, which remains extremely competitive.

Our goals for 2007 remain: (1) to continue to grow and deliver sustained profitability; (2) to further increase the size of our HDD business; (3) to continue to penetrate the high-growth NAS market; (4) to ramp REV 70GB products and push for broad market adoption; (5) to grow our managed services business domestically and abroad and (6) to continue to evaluate new opportunities where we can leverage our brand and channel assets.  Notwithstanding our recent accomplishments, there can be no assurance that we will achieve these goals.

Application of Critical Accounting Policies

Areas where significant judgments occur include, but are not limited to: revenue recognition, price protection and rebate reserves, inventory valuation reserves and tax valuation allowances.  Actual results could differ materially from these estimates.  For a more detailed explanation of the judgments included in these areas, refer to our Annual Report on Form 10-K for the year ended December 31, 2006.  Our critical accounting policies have not changed materially since December 31, 2006.

Seasonality

Our CSS business is typically strongest during the fourth quarter.  Our European sales, which comprise approximately two-thirds of our total sales, are typically weakest during the summer months due to holidays.  There can be no assurance that any historic sales patterns will continue and, as a result, sales for any prior quarter are not necessarily indicative of the sales to be expected in any future periods.

Results of Operations

Our net income for the quarter ended September 30, 2007 was $1.3 million, or $0.02 per diluted share, compared with net income of $0.9 million, or $0.02 per share, for the quarter ended October 1, 2006.

Our net income for the nine months ended September 30, 2007 was $3.5 million, or $0.06 per diluted share, compared with a net loss of $13.7 million, or $(0.26) per share, for the nine months ended October 1, 2006.

26

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Sales

As shown in the table below, total sales for the quarter ended September 30, 2007 increased 51% over the same period in the prior year primarily due to the market acceptance of our new HDD products.

	For the Three Months Ended
	Sept. 30,		Oct. 1,
	2007		2006		$ Change			% Change
	(In thousands, except %)
Sales:
Consumer Products:
Consumer Storage Solutions	$	60,685	$	30,317	$	30,368			100	%
Zip Products		3,816		6,245		(2,429	)		(39	)
Total Consumer Products		64,501		36,562		27,939			76
Business Products:
REV Products		8,981		11,201		(2,220	)		(20	)
Network Storage Systems		5,523		4,473		1,050			23
Services		1,653		1,254		399			32
Total Business Products		16,157		16,928		(771	)		(5	)
Other Products		9		105		(96	)		(91	)
Total Sales	$	80,667	$	53,595	$	27,072			51	%

The $30.4 million higher CSS sales resulted from $31.4 million of higher HDD drives, partially offset by $0.6 million of lower Optical product, $0.2 million of lower Mini USB flash drive and $0.2 million of lower floppy external drive sales.  The sales decreases for Optical, Mini USB flash and floppy external drives were primarily as a result of our prior decision to discontinue certain unprofitable SKUs in these product lines and to focus our efforts on HDD products.  Zip product sales continued their expected decline for the quarter ended September 30, 2007, in terms of both units and sales dollars.

Our sales by region for the three months ended September 30, 2007 and October 1, 2006 are shown in the table below:

	For the Three Months Ended
	Sept. 30,			Oct. 1,
	2007			2006			$ Change			% Change
	(In thousands, except %)
Sales Dollars:
Europe	$	53,072		$	26,697		$	26,375			99	%
Americas (includes Latin America)		25,500			24,282			1,218			5
Asia Pacific		2,095			2,616			(521	)		(20	)
Total	$	80,667		$	53,595		$	27,072			51	%
Percent of Total Sales:
Europe		66	%		50	%
Americas (includes Latin America)		32			45
Asia Pacific		2			5
Total		100	%		100	%

27

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Sales (Continued)

The increase in sales dollars in Europe was primarily due to higher CSS product sales of HDD.  Sales dollars in the Americas and Asia Pacific region remained relatively flat period over period.

The sales growth in Europe has been primarily due to the introduction of lower cost, competitive HDD products in mid-2006 and strong retail distribution throughout Europe.  The Americas retail environment is more challenging than the environment we face in Europe and is generally promotional and discount driven.  We currently focus on gross margin generation and other sales channels where we believe we can profitably sell our products and intend to continue this focus in the future. As a result of our focus on profitable sales, we have purposely reduced our Americas retail sales.

As shown in the table below, total sales for the nine months ended September 30, 2007 increased over the prior year primarily due to the introduction and market acceptance of our new HDD products, partially offset by the expected decrease in Zip product sales.

	For the Nine Months Ended
	Sept. 30,		Oct. 1,
	2007		2006		$ Change			% Change
	(In thousands, except %)
Sales:
Consumer Products:
Consumer Storage Solutions	$	153,262	$	81,999	$	71,263			87	%
Zip Products		13,097		25,681		(12,584	)		(49	)
Total Consumer Products		166,359		107,680		58,679			54
Business Products:
REV Products		29,388		30,869		(1,481	)		(5	)
Network Storage Systems		15,077		12,724		2,353			18
Services		4,898		1,515		3,383			223
Total Business Products		49,363		45,108		4,255			9
Other Products		248		540		(292	)		(54	)
Total Sales	$	215,970	$	153,328	$	62,642			41	%

The $71.3 million higher CSS sales resulted from $77.0 million of higher HDD drives, partially offset by $2.5 million of lower Mini USB flash drive sales, $2.6  million of lower Optical product sales, and $0.6 million of lower floppy external drive sales.  The sales decreases for Mini USB flash, Optical and floppy external drives were primarily as a result of our prior decision to discontinue certain unprofitable SKUs in these product lines and to focus our efforts on HDD products.  Zip product sales continued their expected decline for the nine months ended September 30, 2007, in terms of both units and sales dollars.

28

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Sales (Continued)

Our sales by region for the nine months ended September 30, 2007 and October 1, 2006 are shown in the table below:

	For the Nine Months Ended
	Sept. 30,			Oct. 1,
	2007			2006			$ Change			% Change
	(In thousands, except %)
Sales Dollars:
Europe	$	142,874		$	75,713		$	67,161			89	%
Americas (includes Latin America)		65,609			68,329			(2,720	)		(4	)
Asia Pacific		7,487			9,286			(1,799	)		(19	)
Total	$	215,970		$	153,328		$	62,642			41	%
Percent of Total Sales:
Europe		66	%		49	%
Americas (includes Latin America)		30			45
Asia Pacific		4			6
Total		100	%		100	%

The increase in sales dollars in Europe was primarily due to higher CSS product sales of HDD.  The decrease in sales dollars in the Americas was primarily due to lower Zip and CSS (Optical and Mini USB flash drive) product sales, partially offset by an increase in Services as a result of the CSCI acquisition.  The decrease in sales dollars in the Asia Pacific region was primarily due to lower NSS, CSS (Optical) and Zip product sales, partially offset by higher HDD product sales.  The sales growth in Europe has been primarily due to the introduction of lower cost, competitive HDD products and strong retail distribution throughout Europe.  The Americas retail environment is more challenging than the environment we face in Europe and is generally promotional and discount driven.  We currently focus on gross margin generation and other sales channels where we believe we can profitably sell our products and intend to continue this focus in the future. As a result of our focus on profitable sales, we have purposely reduced our Americas retail sales.

29

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Gross Margin

Our gross margin details for the three months ended September 30, 2007 and October 1, 2006 are shown in the table below:

	For the Three Months Ended
	Sept. 30,			Oct. 1,
	2007			2006			$ Change		% Change
	(In thousands, except %)
Total Gross Margin (dollars)	$	12,953		$	12,216		$	737		6	%
Total Gross Margin (%)		16.1	%		22.8	%

The increase in the gross margin dollars and decrease in gross margin percentage was primarily a result of growth in Consumer Storage Solution products, which generally carry a lower gross margin percentage than other product lines, and an expected ongoing decrease in Zip revenue of 39%, which carries a higher gross margin percentage.

The CSS product gross margins increased in terms of dollars for the quarter ended September 30, 2007 as compared to the quarter ended October 1, 2006, primarily due to the higher sales volumes.  The CSS product gross margin percentage decreased slightly due to a mix of lower gross margin HDD products, partially offset by freight and other supply chain improvements.

The Zip product gross margin decreased in terms of dollars and percentage for the quarter ended September 30, 2007 as compared to the quarter ended October 1, 2006 due to the expected ongoing decline in revenue.

The REV product gross margins increased in terms of percentage for the quarter ended September 30, 2007, compared to the quarter ended October 1, 2006 due to a mix of higher margin products.  The REV product gross margin decreased slightly in terms of dollars due to lower revenue, partially offset by better margin percentage.

The NSS product gross margins increased in terms of dollars and percentage for the quarter ended September 30, 2007, compared to the quarter ended October 1, 2006.  The improvement was a result of the release of new, more competitive network HDD and NAS products.

30

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Gross Margin (Continued)

Our gross margin details for the nine months ended September 30, 2007 and October 1, 2006 are shown in the table below:

	For the Nine Months Ended
	Sept. 30,			Oct. 1,
	2007			2006			$ Change		% Change
	(In thousands, except %)
Total Gross Margin (dollars)	$	39,395		$	30,810		$	8,585		28	%
Total Gross Margin (%)		18.2	%		20.1	%

The increase in the gross margin dollars and decrease in gross margin percentage was primarily a result of growth in Consumer Storage Solution products, which generally carry a lower gross margin percentage than other product lines, and an expected decrease in Zip revenue of 49%, which carries a higher gross margin percentage.

The CSS product gross margins increased in terms of dollars and percentage for the nine months ended September 30, 2007 as compared to the nine months ended October 1, 2006, primarily due to the release of new HDD products, the supply chain cost improvements and higher sales volumes.

The Zip product gross margin decreased in terms of dollars and percentage for the nine months ended September 30, 2007 as compared to the nine months ended October 1, 2006 due to the expected decline in revenue as well as charges associated with the end of life.

The REV product gross margins increased in terms of dollars and percentage for the nine months ended September 30, 2007, compared to the nine months ended October 1, 2006.  The improvement was a result of the release of the REV 70GB Backup Drive in the summer of 2006 and lower fixed overhead spending in 2007.

The NSS product gross margins decreased in terms of dollars and percentage for the nine months ended September 30, 2007, compared to the nine months ended October 1, 2006 due to start up charges associated with the launch of the StorCenter Pro NAS 150d product, combined with a higher mix of product sales with lower gross margins.

Future gross margin percentages will depend on a wide variety of factors, including those discussed in the section entitled, “Risk Factors” in Item 1A of Part II in this Form 10-Q filing.  We can provide no assurance that we will be able to improve or maintain gross margins in any subsequent quarter or year.

31

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Product Segment Operating Income (Loss)

Product operating income is defined as sales and other income related to a segment’s operations, less both fixed and variable product costs, and direct and allocated operating expenses.  Operating expenses are charged to the product segments primarily as a percentage of sales and on a direct method to a lesser extent.  When such costs and expenses exceed sales and other income, this is referred to as a product operating loss.  The accounting policies of the product segments are the same as those described in Note 1. Intersegment sales, eliminated in consolidation, are not material.  Non-allocated operating expenses include restructuring charges and certain extraordinary costs.

The information in the following table was derived directly from our internal segments’ financial information used for corporate management purposes.

	For the Three Months Ended
	Sept. 30,			Oct. 1,
	2007			2006			$ Change			% Change
	(In thousands, except %)
Product Operating Income (Loss):
Consumer Products:
Consumer Storage Solutions	$	(545	)	$	(1,744	)	$	1,199			69	%
Zip Products		1,224			767			457			60
Total Consumer Products		679			(977	)		1,656			169
Business Products:
REV Products		204			(367	)		571			156
Network Storage Systems		566			464			102			22
Services		(349	)		(53	)		(296	)		(558	)
Total Business Products		421			44			377			857
Other Products		(139	)		75			(214	)		(285	)
Restructuring reversals		153			211			(58	)		(27	)
Total Operating Income (Loss)	$	1,114		$	(647	)	$	1,761			272	%

The CSS product operating loss as a percentage of CSS product sales improved to a negative 0.1% for the quarter ended September 30, 2007 from a negative 6% product operating loss for the quarter ended October 1, 2006.  The lower CSS product segment operating loss resulted primarily from improved gross margins from the HDD supply chain improvements, lower operating expenses and other cost reductions.

Zip product operating income as a percentage of Zip product sales increased to 32% for the quarter ended September 30, 2007 from 12% for the quarter ended October 1, 2006 due to lower operating expenses in 2007 and a goodwill impairment charge taken in the third quarter of 2006.  We anticipate future volatility in Zip product operating income as the segment reaches the end of its life cycle.  There is no remaining goodwill related to the Zip product line on the balance sheet at September 30, 2007, as the last impairment charges were taken in the second quarter of 2007.

The REV product operating income as a percentage of REV product sales improved to 2% for the quarter ended September 30, 2007 compared to a negative 3% for the quarter ended October 1, 2006.  The REV product operating income for the quarter ended September 30, 2007 resulted primarily from lower research and development expenses, lower selling and marketing expenses and improved gross margins.

32

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Product Segment Operating Income (Loss) (Continued)

The NSS product operating income as a percentage of NSS product sales remained consistent at 10% for the quarter ended September 30, 2007, compared to the quarter ended October 1, 2006.

The Services operating loss was primarily a result of continued start-up and marketing costs associated with our new managed Services business.

The information in the following table was derived directly from our internal segments’ financial information used for corporate management purposes.

	For the Nine Months Ended
	Sept. 30,			Oct. 1,
	2007			2006			$ Change			% Change
	(In thousands, except %)
Product Operating Income (Loss):
Consumer Products:
Consumer Storage Solutions	$	(141	)	$	(11,666	)	$	11,525			99	%
Zip Products		1,804			1,874			(70	)		(4	)
Total Consumer Products		1,663			(9,792	)		11,455			117
Business Products:
REV Products		234			(5,742	)		5,976			104
Network Storage Systems		211			884			(673	)		(76	)
Services		(1,404	)		174			(1,578	)		(907	)
Total Business Products		(959	)		(4,684	)		3,725			80
Other Products		250			1,011			(761	)		(75	)
Non-Restructuring Charges		-			(995	)		995			100
Restructuring (charges) reversals		235			(4,358	)		4,593			105
Total Operating Income (Loss)	$	1,189		$	(18,818	)	$	20,007			106	%

The CSS product operating loss as a percentage of CSS product sales improved to negative 0.1% for the nine months ended September 30, 2007 from a negative 14% product operating loss for the nine months ended October 1, 2006.  The CSS product segment operating loss improvement resulted primarily from improved gross margins from higher sales volumes and the HDD supply chain improvements, and lower operating expenses.

Zip product operating income as a percentage of Zip product sales increased to 14% for the nine months ended September 30, 2007 from 7% for the nine months ended October 1, 2006 due to lower operating expenses in 2007 and larger impairment charges taken in 2006.  We anticipate future volatility in Zip product operating income as the segment reaches the end of its life cycle.  There is no remaining goodwill related to the Zip product line on the balance sheet at September 30, 2007, as the last impairment charges were taken in the second quarter of 2007.

33

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Product Segment Operating Income (Loss) (Continued)

The REV product operating income as a percentage of REV product sales improved to 0.1% for the nine months ended September 30, 2007 compared to an product operating loss of negative 19% for the nine months ended October 1, 2006.  The REV product operating income for the nine months ended September 30, 2007 resulted primarily from lower research and development expenses, lower selling and marketing expenses and improved gross margins.

The NSS product operating income as a percentage of NSS product sales decreased to 1% for the nine months ended September 30, 2007 as compared to a 7% for the nine months ended October 1, 2006.  The lower NSS product operating income for the nine months ended September 30, 2007 resulted primarily from charges associated with the launch of the StorCenter Pro NAS 150d product, combined with a higher mix of product sales with lower gross margins.

The Services operating loss was primarily a result of continued start-up and marketing costs associated with our new managed Services business.

Other Products product operating income decreased for the nine months ended September 30, 2007 compared to the nine months ended October 1, 2006, primarily as a result of lower license fee and patent income.

Operating Expenses

The table below shows the details of and the changes in operating expenses for the three months ended September 30, 2007 and October 1, 2006.

	For the Three Months Ended
	Sept. 30,			Oct. 1,
	2007			2006			$ Change			% Change
	(In thousands, except %)
Operating Expenses:
Selling, general and administrative	$	9,452		$	8,216		$	1,236			15	%
Research and development		1,872			1,904			(32	)		(2	)
Restructuring reversals		(153	)		(211	)		58			27
Goodwill impairment charge		-			2,513			(2,513	)		(100	)
Bad debt expense		668			441			227			51
Total Operating Expenses	$	11,839		$	12,863		$	(1,024	)		(8	)%

34

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Expenses (Continued)

The table below shows the details of and the changes in operating expenses for the nine months ended September 30, 2007 and October 1, 2006.

	For the Nine Months Ended
	Sept. 30,			Oct. 1,
	2007			2006			$ Change			% Change
	(In thousands, except %)
Operating Expenses:
Selling, general and administrative	$	30,233		$	31,308		$	(1,075	)		(3	)%
Research and development		5,395			6,946			(1,551	)		(22	)
Restructuring charges (reversals)		(235	)		4,358			(4,593	)		(105	)
Goodwill impairment charges		2,963			7,935			(4,972	)		(63	)
License and patent fee income		(452	)		(1,085	)		633			58
Bad debt expense		302			166			136			82
Total Operating Expenses	$	38,206		$	49,628		$	(11,422	)		(23	)%

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased for the quarter ended September 30, 2007 compared to the quarter ended October 1, 2006, in part due to higher than normal payments to third parties for services.  Selling, general and administrative expenses decreased as a percentage of sales to 12% for the quarter ended September 30, 2007, compared to 15% for the quarter ended October 1, 2006.

The decrease in selling, general and administrative expenses for the nine months ended September 30, 2007 compared to the nine months ended October 1, 2006 reflected lower costs resulting primarily from the 2006 restructuring actions and other cost reductions.  Selling, general and administrative expenses decreased as a percentage of sales to 14% for the nine months ended September 30, 2007, compared to 20% for the nine months ended October 1, 2006.

Research and Development Expenses

Lower research and development expenses for the quarter ended September 30, 2007 compared to the quarter ended October 1, 2006 reflected lower development expenses on REV and HDD products.  Research and development expenses decreased as a percentage of sales to approximately 2% for the quarter ended September 30, 2007 compared to 4% for the quarter ended October 1, 2006 as a result of higher revenue and overall lower product development costs described above.

Lower research and development expenses for the nine months ended September 30, 2007 compared to the nine months ended October 1, 2006 reflected lower development expenses on HDD and REV products.  Research and development expenses decreased as a percentage of sales to 2% for the nine months ended September 30, 2007 compared to 5% for the nine months ended October 1, 2006 as a result of higher revenue and the lower product development costs described above.

35

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Operating Expenses (Continued)

Goodwill Impairment Charges

For the quarter ended September 30, 2007, there was no goodwill impairment charge included in operating expenses as compared to $2.5 million for the quarter ended October 1, 2006, relating to Zip goodwill.

For the nine months ended September 30, 2007, operating expenses included a non-cash impairment charge for $3.0 million relating to Zip goodwill as compared to $7.9 million for the nine months ended October 1, 2006.

These charges were recorded as a result of quarterly impairment tests due to declining Zip sales, profits and estimated future cash flows as Zip products reach the end of their lifecycle.  There was no remaining goodwill related to the Zip product line as of July 1, 2007.

License and Patent Fee Income

There was no license and patent fee income for either the quarters ended September 30, 2007 or October 1, 2006.

For the nine months ended September 30, 2007, license and patent fee income of $0.5 million was recognized for the sale of certain patents as compared to $1.1 million for the nine months ended October 1, 2006.

Bad Debt Expense

For the quarter ended September 30, 2007, we had a bad debt expense of $0.7 million compared a $0.4 million bad debt credit for the quarter ended October 1, 2006 primarily as a result of higher accounts receivables.

For the nine months ended September 30, 2007, we had a bad debt expense of $0.3 million compared a $0.2 million bad debt credit for the nine months ended October 1, 2006.

Restructuring Charges

During each of the first, second and third quarters of 2007, we recorded a net restructuring release of approximately $0.1 million.

During the first quarter of 2006, we recorded restructuring charges of $0.3 million for severance and benefits associated with the termination of management employees as we began reorganizing our Company from a focus on autonomous geographic regions and products to a simplified functional organization.  This reorganization resulted in the elimination of some management positions and material changes in responsibilities in other management positions.

During the second quarter of 2006, we recorded net restructuring charges of $4.3 million of which $1.5 million related to the 2001 restructuring actions; a $0.1 million release related to the 2004 restructuring actions and $2.9 million related to the 2006 restructuring actions.

36

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Restructuring Charges (Continued)

During the third quarter of 2006, we recorded a restructuring benefit of $0.2 million, primarily related to the 2006 and 2005 restructuring actions.

For a more detailed discussion on restructuring charges, please refer to the notes to the condensed consolidated financial statements.

Interest Income

Interest income was $0.8 million for the quarter ended September 30, 2007, compared to $0.7 million for the quarter ended October 1, 2006.  The increase was a result of higher interest rates.

Interest income decreased to $2.1 million for the nine months ended September 30, 2007 as compared to $2.3 million for the nine months ended October 1, 2006.  The decrease was a result of lower average cash balances, partially offset by higher interest rates.

Interest Expense and Other Income (Expense), Net

Interest expense and other income (expense), was a net other expense of less than $0.1 million for the quarter ended September 30, 2007, compared to a net other income of $1.0 million the quarter ended October 1, 2006 primarily a result of a $1.1 million gain recorded in the third quarter of 2006 for the release of various liabilities for a European subsidiary for which operations ceased in 1999.

Interest expense and other income (expense), was a net other expense of $0.2 million for the nine months ended September 30, 2007 as compared to a net other income of $0.9 million for the nine months ended October 1, 2006 primarily a result of a $1.1 million gain recorded in the third quarter of 2006 for the release of various liabilities for a European subsidiary for which operations ceased in 1999, partially offset by a $0.5 million VAT write-off in 2006 associated with a bankrupt European customer.

Income Taxes

For the quarter ended September 30, 2007, we recorded a net income tax provision of $0.5 million on pre-tax income of $1.8 million.  This tax provision was primarily comprised of taxes provided on foreign earnings, foreign and domestic capital taxes and an increase in the deferred tax liability related to tax amortization of CSCI goodwill.

For the quarter ended October 1, 2006, we recorded an income tax provision of $0.2 million on a pre-tax income of $1.1 million.  This tax benefit was primarily comprised of a release of a deferred tax liability resulting from the goodwill impairment charge recognized.

For the nine months ended September 30, 2007, we recorded a net income tax benefit of $0.4 million on pre-tax income of $3.1 million.  This tax benefit was primarily comprised of a $1.6 million release of a contingency reserve related to a foreign tax exposure for which the statute of limitations expired in the second quarter of 2007 and releases of $1.2 million of deferred tax liabilities resulting from the goodwill impairment charges recognized, partially offset by taxes provided on foreign earnings, foreign and domestic capital taxes and an increase in deferred tax liabilities related to tax amortization on CSCI goodwill.

37

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Income Taxes (Continued)

For the nine months ended October 1, 2006, we recorded an income tax benefit of $2.0 million on a pre-tax loss of $15.7 million.  This tax benefit was primarily comprised of a release of a deferred tax liability resulting from the goodwill impairment charges recognized, minor adjustments to the estimated foreign income taxes due to the filing of actual tax returns and the accrual of foreign income and capital taxes.

We adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”) on January 1, 2007.  As a result of the implementation of FIN 48, we recognized no material adjustment in the liability for unrecognized income tax benefits.  At the adoption date of January 1, 2007, we had $8.2 million of unrecognized tax benefits, $4.0 million of which would affect our effective tax rate if recognized.  Consistent with the provisions of FIN 48, we reclassified $4.0 million of income tax liabilities from current to non-current liabilities because payment of cash is not anticipated within one year of the balance sheet date.

As a result of the expiration of the statute of limitations on certain foreign income tax returns without notification of review by the taxing authorities during the second quarter of 2007, as described below, the total amount of unrecognized tax benefits was reduced by $1.4 million.  During the third quarter of 2007, the total amount of unrecognized tax benefits was increased by $0.2 million as a result of preliminary findings of the Italian tax authorities.  At September 30, 2007, we have $4.6 million of unrecognized tax benefits, $2.8 million of which would affect our effective tax rate if recognized.

We recognize interest and penalties related to uncertain tax positions in income tax expense.  As of the date of adoption of FIN 48, we had accrued $0.3 million for the payment of interest and penalties relating to unrecognized tax benefits.  This amount was increased during the first quarter of 2007 by $0.1 million for additional accruals of interest and penalties and reduced during the second quarter of 2007 by $0.2 million for the release of accruals related to the expiration of the statute of limitations on certain foreign income tax returns without notification of review by the taxing authorities and remained relatively the same during the third quarter of 2007.  As of September 30, 2007, we have approximately $0.3 million of accrued interest related to uncertain tax positions, which was also reclassified from current to non-current liabilities upon adoption of FIN 48.

The tax years 2002-2006 remain open to examination by the Internal Revenue Service (“IRS”).  We are no longer subject to examination by the IRS for periods prior to 2002, although carryforward attributes that were generated prior to 2002 may still be adjusted upon examination by the IRS if they either have been or will be used in a future period.  Various state and foreign income tax returns are also under examination by taxing authorities.  We do not believe that the outcome of any examination will have a material impact on our financial statements.

38

IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources

Details of our total cash, cash equivalents and temporary investments are shown in the table below:

	Sept. 30,		Dec. 31,
	2007		2006		$ Change			% Change
	(In thousands, except %)
Total cash, cash equivalents and temporary investments for the U.S. entity	$	4,604	$	2,653	$	1,951			74	%
Total cash, cash equivalents and temporaryinvestments for non-U.S. entities (1)		64,763		65,495		(732	)		(1	)
Total consolidated cash, cash equivalentsand temporary investments	$	69,367	$	68,148	$	1,219			2
Working capital	$	90,135	$	79,273	$	10,689			13	%

(1)   Of the $64.8 million in total cash, cash equivalents and temporary investments for non-U.S. entities, $0.1 million was restricted at September 30, 2007.  At December 31, 2006, $0.1 million of the non-U.S. entity cash was restricted.

On average, we anticipate incurring taxes of approximately 5% or less on cash balances repatriated to the U.S.

For the nine months ended September 30, 2007, cash provided by operations amounted to $1.2 million.  The primary sources of cash from operations for the nine months ended September 30, 2007 was net income, partially offset by the seasonal build of inventory and trade receivables.

Trade receivables increased in the nine months ended September 30, 2007, due to increased sales.  Days sales outstanding (“DSO”) in receivables increased from 36 days at December 31, 2006 to 54 days at September 30, 2007.  DSO increased primarily due to the timing of sales within the respective periods.  Inventories increased during the nine months ended September 30, 2007 primarily in the HDD product line as we ramp for the fourth quarter, which is generally a seasonally strong quarter.

Our goal is to continue to increase cash flows from operations by improving the financial results of the CSS business, in particular HDD and improving REV product sales and margins.  Although we have made significant progress on most of these initiatives, we can give no assurance that this progress is sustainable in the long term.

We believe that our current balance of total unrestricted cash, cash equivalents and temporary investments will be sufficient to fund anticipated working capital requirements, capital expenditures and cash required for other activities for at least one year. We do not believe that our cash balances would be adequate to fund a material acquisition.  In that situation, we would need to borrow cash or fund the acquisition through a stock offering.  Additionally, cash flow from future operations, investing activities and the precise amount and timing of our future financing needs cannot be determined.  Future cash flow will depend on a number of factors, including management’s ability to achieve the goals set forth herein and those factors set forth in the section labeled “Risk Factors” in Item 1A of Part II in this Form 10-Q.  Should we be unable to meet our cash needs from our current balance of total unrestricted cash, cash equivalents and temporary investments and future cash flows from operations, we would most likely incur additional restructuring charges to adjust our expenditures to a level that our cash flows could support and/or seek financing from other sources.

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IOMEGA CORPORATION AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Liquidity and Capital Resources (Continued)

Our current balance of total unrestricted cash, cash equivalents and temporary investments is our sole source of liquidity.  There is no assurance that, if needed, we would be able to obtain financing from external sources or obtain a competitive interest rate.

Other Matters

In September of 2006, the FASB issued SFAS Statement No. 157, “Fair Value Measurements” (“SFAS 157”).  This statement provides enhanced guidance for using fair value to measure assets and liabilities.  This statement also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings.  SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value.  SFAS 157 does not expand the use of fair value in any new circumstances.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  We do not expect our adoption of this new standard to have a material impact on our financial position, results of operations or cash flows.

In February of 2007, the FASB issued SFAS Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We are currently assessing the impact of SFAS 159 on our financial results.

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IOMEGA CORPORATION AND SUBSIDIARIES

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

For quantitative and qualitative disclosures about market risk affecting Iomega, see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which is incorporated herein by reference.  Our exposure to market risk has not changed materially since December 31, 2006.

ITEM 4.  CONTROLS AND PROCEDURES:

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2007.  Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Based on the evaluation of the Company’s disclosure controls and procedures as of September 30, 2007, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the third quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The certifications of our chief executive officer and chief financial officer attached as Exhibits 31.7 and 31.8 to this Quarterly Report on Form 10-Q include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures and internal control over financial reporting.  Such certifications should be read in conjunction with the information contained in this Item 4 for a more complete understanding of the matters covered by such certifications.

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IOMEGA CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no material legal proceedings to which we or any of our subsidiaries are a party or to which any of our property is subject.  We are involved in lawsuits and claims generally incidental to our business, none of which are expected to have a material adverse effect on our business, financial condition or results of operations.

ITEM 1A.  RISK FACTORS

Demand for Our Products and Services and Operating Efficiencies

Our future operating results will depend upon our ability to develop or acquire new products or services and to operate profitably in an industry characterized by intense competition, rapid technological advances and low margins.  This, in turn, will depend on a number of factors, including:

·   Our ability to improve and/or sustain satisfactory HDD gross margins;

·   Our ability to generate significant sales and profit margins from REV^® and NAS products and OfficeScreen^® services;

·   Our ability to replace declining Zip^® revenues and profits with revenues and profits from other products and services;

·   Worldwide market conditions and demand for digital storage products;

·   Our success in meeting targeted availability dates for new and enhanced products;

·   Our ability to develop and commercialize new intellectual property and to protect existing intellectual property;

·   Our ability to maintain profitable relationships with our distributors, retailers and other resellers;

·   Our ability to maintain an appropriate cost structure;

·   Our ability to attract and retain competent, motivated employees;

·   Our ability to comply with applicable legal requirements throughout the world;

·   Our ability to avoid disruptions to our ongoing business as we evaluate strategic investments, including the evaluation of new opportunities related to services for small- and medium-sized businesses;

·   Our ability to obtain HDD products from suppliers at a competitive price and in sufficient quantities;

·   Our ability to utilize reliable outsource partners for certain critical functions at prices that keep us competitive and

·   Our ability to successfully manage litigation, including enforcing our rights, protecting our interests and defending claims made against us.

These factors are difficult to manage, satisfy and influence.  Although we have recorded net income in the past five quarters, we have been unable to operate profitably on an annual basis since 2002 and we cannot provide any assurance that we will be able to sustain profits in the future.

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IOMEGA CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION (Continued)

Risk Factors (Continued)

Zip Drives and Disks

Zip^® products have accounted for the majority of our product operating income from 1996 through 2006, and also in the third quarter of 2007,  and have provided our only meaningful source of product operating income for the past several years.  However, Zip product sales have declined consistently and significantly on a year-over-year basis since peaking in 1999.  These declines are expected to continue through the end of the Zip product lifecycle, due to the general obsolescence of Zip technology and the emergence of alternate storage solutions.  Given this continuing decline, we can offer no assurance that we will be able to maintain profitable operations on our Zip business in the future.  Further, we will not be viable unless we generate significant product operating income from products other than Zip products.  We can provide no assurance that we will be able to do so in the future.  In addition, as a result of the end of the lifecycle for Zip, we expect to incur various claims for excess and obsolete inventory and may incur higher per-unit charges on small volumes of purchases or other costs associated with waning sales of this product line.  Further, retail distributors who have featured Iomega products because of their desire to sell our proprietary Zip products may reduce or end purchases of non-Zip products as Zip sales become less important in attracting customers into their businesses.

REV Products

Future results of our REV products entail numerous risks relating to factors such as:

·   Inability to create product awareness or lack of market acceptance of the REV 70GB Backup Drive;

·   Failure to maintain acceptable arrangements with product component suppliers, particularly in light of lower than anticipated volumes;

·   Manufacturing, technical, supplier, or quality-related delays, issues or concerns, including the loss of any key supplier or failure of any key supplier to deliver high quality products on time;

·   The potential for further delays or other failures of our OEM partner in the broadcast industry, Thomson N.A.,  to introduce expected products utilizing REV drives and disks in 2007;

·   Potential declines in demand for REV 35GB products because of the launch of REV 70GB products;

·   The potential for cost overruns, schedule misses or performance issues with next generation REV products as we develop additional REV products and

·   Risks that third parties may assert intellectual property claims against REV products.

Consumer Storage Solutions Products

CSS products and primarily HDD products have accounted for the majority of our revenue over the past year.  Additionally, with the introduction of the new HDD products in the second half of 2006, HDD has become an even larger portion of our revenue and is absorbing a large amount of our fixed overhead and operating expenses.  As a result, the impact of competition in this segment can have a larger impact on our financial results than in the past.

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IOMEGA CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION (Continued)

Risk Factors (Continued)

Consumer Storage Solutions Products (Continued)

Virtually all of our CSS products are commodity-type products, which are similar to many other widely available products.  These competing products are marketed by both name-brand manufacturers and generic competitors and we source hard drives from the same companies we compete with.  Hard drive manufacturers, who are suppliers and also competitors, have an inherent cost advantage and therefore can undercut Iomega’s pricing in the market at any time.  Moreover, besides our trademarks, we own limited intellectual property relating to many of our CSS products.  Consequently, this segment is characterized by intense competition, the frequent introduction of new products and upgrades for existing products, supply fluctuations and frequent end user price reductions.  In order to compete successfully, we must accurately forecast demand, closely monitor inventory levels, secure quality products, meet aggressive product price and performance targets, create market demand for our brand and hold sufficient, but not excess, inventory.  Historically, we have failed to accomplish these objectives and this business has never achieved full year profitability.  In light of these challenges, we can offer no assurance that we will achieve sustainable profitability on this segment.

Further, in their own effort to seek the highest margin possible, large retail customers seek levels of promotional funds or other consideration and benefits that may not be consistent with our profit goals; lower retail sales or higher selling expenses therefore can result from positions taken by large retailers.  In the highly competitive U.S. retail channel, there could be swings in demand for our CSS products, and we could be faced with difficult decisions about whether to grant costly concessions such as product returns or stock rotation, at any time.

U.S. Sales

Selling HDD products into retail channels in the U.S. continues to be a challenge for us.  During 2007, CompUSA closed a substantial number of its stores, reducing certain volume opportunities for Iomega.  Further, it appears that some companies with their own manufacturing capabilities are increasing competition and lowering prices aggressively.  We have generally believed that a certain volume of retail sales is beneficial to maintain brand awareness; however, our retail HDD volume in the U.S. has been decreasing over the past several quarters.  We can give no assurances regarding our future success in selling HDD products in retail channels in the U.S.  Additionally, as Zip products approach the end of their life, there is a risk that our distribution or retail customers elect to discontinue selling Zip products earlier than anticipated due to lower volumes.

Development and Introduction of New Products and Services and New Revenue Streams

We believe that we must continually either develop or acquire the right to profitably sell new products or services in order to remain viable in the data storage industry.  However, our efforts in this regard have frequently been unsuccessful.  Since 1999, we have developed and/or acquired the right to market a variety of new products, but most have not delivered consistent, material profits.

We are spending significant resources attempting to develop new products.  We may spend additional resources attempting to acquire the rights to new technologies or services, to fund development of such technologies or to otherwise differentiate existing products.  We can provide no assurance that any of these expenditures will yield profits.

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IOMEGA CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION (Continued)

Risk Factors (Continued)

Development and Introduction of New Products and Services and New Revenue Streams (Continued)

Our acquisition of CSCI, Inc. introduced management and various personnel to new challenges, including the need to incorporate a private company into our public company processes and controls; the need for us to simultaneously launch additional sales of this newly acquired service while hiring and scaling up support for offering OfficeScreen services to more and more customers.  Historically, CSCI, Inc. did not have the same extent of process controls as a public company, and that company environment is in the midst of a period of change, from ownership by two founders to ownership and integration by a public company.  Changing the management and tracking of information could result in disruption or loss of past checks and balances.  Further, selling security and/or firewall services requires new contracts and the wide distribution of a service that is a new offering from us and potentially a new service for future customers.  Another one of our goals is to expand the managed service business internationally, introducing risks related to learning new regulatory schemes and laws that may not have applied to our traditional hardware business.  These efforts all involve execution, market risk and competition, as well as implementation of new business processes and systems (e.g., managing monthly billing rather than up front payments for hardware; managing ongoing services to accounts with ever-changing IT environments; adapting to deal with changing security threats or viruses over time; etc.) and there is no assurance that we will be successful in this endeavor.

Restructuring, Other Cost Reduction Activities and Retention of Key Personnel

We have initiated various restructuring actions in the past in conjunction with our desire to reduce costs, operate efficiently and maintain lean staffing levels.  Other restructuring actions may be necessary in the future.  Our ability to retain key employees or our success at maintaining institutional knowledge and consistent application of controls, may be adversely affected because of past or any future restructuring activities or any regrettable turnover of personnel.

Internal Control Reporting Compliance Efforts

Under Section 404 of the Sarbanes-Oxley Act of 2002, we are required to include in each Annual Report a report on internal control over financial reporting.

We are always at risk that any future failure of our own controls or the controls at any of our outsourcing partners could result in reported material weaknesses.  Responsibility for the finance function for Europe has changed hands internally as we have restructured and experienced voluntary turnover over the past year.  In general, we have somewhat more risk and a newer, smaller compliance team in Europe, but our greatest growth in revenue has been in Europe in recent quarters.

Although we continue to invest resources in Section 404 compliance activities, we can provide no assurance that we will be successful in these efforts to avoid reporting a future material weakness in internal control over financial reporting.

Any such reported material weakness could have a material impact on our market capitalization, financial

statements or have other adverse consequences.

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IOMEGA CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION (Continued)

Risk Factors (Continued)

Product Manufacturing and Procurement

We have fully outsourced all manufacturing and have no direct control over the manufacturing processes of our products.  This lack of control may increase quality or reliability risks and could limit our ability to quickly increase or decrease production rates.

Outsourced Distribution and Logistics

Because we have outsourced our distribution and logistics operations, we rely upon the computer systems, business processes and internal controls of our distribution and logistics services provider.  These systems may develop communication, compatibility, control or reliability problems.  In addition, we face risks of operational interruptions, missed or delayed shipments, unexpected price increases and inventory management risks.  In the second quarter of 2007, in an effort to further reduce operating costs, we changed our global distribution and logistics supplier.  Transitioning such a highly integrated, critical relationship has caused disruption, incremental costs during the transition, interruptions to shipments, increased manual processes, and may cause risks of accounting or information technology issues or other business risks.

Reporting of Channel Inventory and Product Sales by Channel Partners

We defer recognition of sales on estimated excess inventory in the distribution, retail and DMR (direct merchandising retailers) channels.  For this purpose, excess inventory is the amount of inventory that exceeds the channel’s four-week requirement as estimated by management.  We rely on reports from our distributors, resellers and DMR customers to make these estimations.  Although we have processes and systems checks in place to help reasonably ensure the accuracy of the reports, we cannot guarantee that the third-party data, as reported, will be accurate.

Concentration of Credit Risk

We market our products primarily through computer product distributors, retailers and OEMs.  Accordingly, as we grant credit to our customers, a substantial portion of outstanding trade receivables are due from computer product distributors, certain large retailers and OEMs.  If any one or a group of these customers’ receivable balances should be deemed uncollectible, it would have a material adverse effect on our results of operations and financial condition.  As we sell fewer products through the retail channel, we have less leverage with such retailers and increased exposure to payment delays or other collection issues with retailers.

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IOMEGA CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION (Continued)

Risk Factors (Continued)

Company Operations, Component Supplies and Inventory

It is difficult to negotiate or maintain favorable pricing, supply, business or credit terms with our vendors, suppliers and service providers.  We anticipate continued challenges in this area for the foreseeable future.  Zip and REV products, as well as certain key components, are each manufactured by single manufacturers, which creates risks of disruption in the event of labor, quality or other problems at Zip or REV product manufacturers or certain key component manufacturers.  In addition, product manufacturing costs may increase if we fail to achieve anticipated volumes.  There can be no assurance that we will be able to successfully manage these risks.

As suppliers upgrade their components, they regularly “end of life” older components.  As we become aware of an end of life situation, we attempt to make purchases to cover all estimated future requirements or find a suitable substitute component.  In such cases, we may not be successful in obtaining sufficient numbers of components or in finding a substitute.  In particular, Zip products are quickly approaching the end of their lifecycle and we have experienced supplier charges and excess inventory components.  Although we cannot quantify the charges, we anticipate future charges related to Zip end of life.  In summary, we can offer no assurance that we will be able to obtain a sufficient supply of components on a timely and cost effective basis.  Our failure to do so would lead to a material adverse impact on our business.

Purchase orders for components or finished products are based on forecasted future sales requirements.  It is difficult to estimate future product demand for new products or products with declining sales.  Further, our customers frequently adjust their ordering patterns in response to factors such as inventory on hand, new product introductions, seasonal fluctuations, promotions, market demand and other factors.  As a result, our estimates, when inaccurate, can result in excess or insufficient purchase commitments.  We have recorded significant charges in the past relating to excess purchase commitments and inventory reserves and these charges can adversely affect our financial results.  We may be required to take similar charges attributable to forecasting inaccuracies in the future.

Intellectual Property Risks

Patent, copyright, trademark or other intellectual property infringement claims have been and may continue to be asserted against us at any time.  As we increase our revenue, it is possible that the volume of such assertions may increase, based upon our increased visibility, range of products, or attractiveness as a potential target for licensing fees.  Such intellectual property claims could have a number of adverse consequences, including an injunction against current or future product shipments, liability for damages and/or royalties, indemnification obligations and significant legal expenses.  We try to protect our intellectual property rights through a variety of means, including seeking and obtaining patents, trademarks and copyrights, and through license, nondisclosure and other agreements.  Any failure or inability to adequately protect our intellectual property rights could have material adverse consequences.

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IOMEGA CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION (Continued)

Risk Factors (Continued)

International Operations

Our International operations are currently accounting for more than two-thirds of our revenue.  Additionally, we have a relatively small administrative staff to support these operations.  Much of the support is coming from Corporate in the U.S.  International laws and rules can be very complicated and there is a risk that we will not meet all of the legal, tax and other requirements which could result in penalties or other actions.

Legal Risks

We have entered into multiple agreements, including license, service, supply, resale, distribution, development and other agreements in multiple jurisdictions throughout the world.  We are also subject to an array of regulatory and compliance requirements, including foreign legal requirements and a complex worldwide tax structure.

In addition, we employ people throughout the world.  Although we attempt to fulfill all of our obligations, enforce all of our rights appropriately and comply with all applicable laws and regulations under these agreements and relationships, our organization is complex and errors may occur.  We have been sued and may be sued, under numerous legal theories, including breach of contract, tort, product liability, intellectual property infringement and other theories.  Such litigation, regardless of the outcome, may have an adverse effect upon our profitability or public perception.

Uncertain Tax Positions

We adopted FIN 48 as of January 1, 2007, as required.  In 2007 and subsequent periods, the income tax assets and liabilities we recognize for uncertain tax positions, if any, will be adjusted when the related income tax liabilities are paid, the income tax positions are settled with the taxing authorities, the related statutes of limitations expire or under other circumstances as provided in FIN 48. Our assessment of uncertain tax positions requires that we make estimates and judgments about the application of tax laws, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than our estimates, or the related statutes of limitations expire without our being assessed additional income taxes, we will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur. Such adjustments may have a material impact on our income tax provision and our results of operations.

Other Risk Factors

We are subject to risks associated with general economic conditions and consumer confidence.  Any disruption in consumer confidence or general economic conditions including those caused by acts of war, natural disasters affecting key suppliers or key facilities, terrorism or other factors could affect our operating results.  Significant portions of our sales are generated in Europe and, to a lesser extent, Asia.  We invoice the majority of our European customers in Euros and invoice most of our remaining customers in U.S. dollars.  Fluctuations in the value of foreign currencies relative to the U.S. dollar that are not sufficiently hedged by international customers invoiced in U.S. dollars could result in lower sales and have an adverse effect on future operating results.  Our management is giving serious attention to possible strategic opportunities to build the business and find synergistic products or services.  Potential strategic transactions always involve a heightened risk of legal claims, disruption and unexpected costs, even failed explorations of transactions can result in spikes in costs for advisors, and even successful transactions can lead to unexpected costs.

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IOMEGA CORPORATION AND SUBSIDIARIES

PART II – OTHER INFORMATION

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS:

During the quarter ended September 30, 2007, we did not repurchase any shares of our Common Stock.  As of September 30, 2007, approximately $122.3 million remained available for future repurchases under the $150 million stock repurchase plan authorized by our Board of Directors on September 28, 2000.  The repurchase plan does not have a fixed termination date.

ITEM 6.  EXHIBITS:

The exhibits listed on the Exhibit Index filed as a part of this Quarterly Report on Form 10-Q are incorporated herein by reference.

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IOMEGA CORPORATION AND SUBSIDIARIES

SIGNATURES

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.

IOMEGA CORPORATION

(Registrant)

                                                                                                                  /s/ Jonathan S. Huberman                        .

Dated:                      November 8, 2007                                                              Jonathan S. Huberman

 Vice Chairman and Chief Executive Officer

                                                                                                                  /s/ Preston Romm                                    .

Dated:                      November 8, 2007                                                               Preston Romm

Vice President of Finance and

Chief Financial Officer(Principal financial and

accounting officer)

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IOMEGA CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:

Exhibit No.                   Description

10.27                             Form of Nonstatutory Stock Option Agreement under the 2007 Stock Incentive Plan.

31.7                               Section 302 certification letter from Jonathan S. Huberman, Vice Chairman and Chief

Executive Officer.

31.8                               Section 302 certification letter from Preston Romm, Vice President of Finance

and Chief Financial Officer.

32.7                               Section 906 certification letter from Jonathan S. Huberman, Vice Chairman and Chief

Executive Officer.

32.8                               Section 906 certification letter from Preston Romm, Vice President of Finance

and Chief Financial Officer.

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EX-10.27

10Q

Exhibit 10.27

     IOMEGA CORPORATION

Nonstatutory Stock Option Agreement

Granted Under 2007 Stock Incentive Plan

1. Grant of Option.

This agreement evidences the grant by Iomega Corporation, a Delaware corporation (the "Company"), on ____________ (the "Grant Date"), to_____________, (the "Participant"), of an option to purchase, in whole or in part, on the terms provided herein and in the Company's 2007 Stock Incentive Plan (the "Plan"), a total of __________ shares of common stock, $0.03 1/3 par value per share (the "Common Stock"), of the Company (the "Shares") at $__________ per Share.  Unless earlier terminated, this option shall expire on _________ at 4:00 p.m. Eastern Time (the "Final Exercise Date").

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the "Code").  Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2.           Vesting Schedule.

(a)           Scheduled Vesting. This option grant will become exercisable at the rate of _________  percent (_____%) per year commencing on the first anniversary  of the date of grant and continuing on each subsequent anniversary date until fully vested.

This option shall expire upon, and will not be exercisable after, the Final Exercise Date. The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Sections 3 or 4 hereof or the Plan.

(b)           Automatic Acceleration Upon a Change in Control Event.

(i)           In the event that the surviving entity resulting from a Change of Control Event does not assume this option, the entire option shall become vested immediately prior to the occurrence of a Change of Control Event.

(ii)           To the extent this option remains outstanding after a Change in Control, then, if (x) the Participant's service is terminated by the Company or its successor without Cause (as defined in Section 4(e) or (y) the Participant resigns from service with the Company or its successor for Good Reason (as defined below), in either case prior to the second anniversary of the date of consummation of the Change in Control Event, then the vesting schedule of this option shall be accelerated so that all options which remain unvested shall automatically become vested in full effective immediately prior to the occurrence of such termination or resignation.

(ii)           For purposes of this Section, "Good Reason" shall mean a significant diminution in the Participant's status, title, offices, authority, responsibilities, or reporting requirements from and after such Change in Control Event, or any reduction in the annual cash compensation payable to the Participant and after the Change of Control Event, or the relocation to the place of business at which the Participant is principally located to a location that is greater than 50 miles from its location immediately prior to such Change in Control Event; provided however that in the case of members of the Board of Directors, Good Reason will not include any change in Board committee assignments or Board committee chairmanships.

1

3.           Non-Solicitation; Non-Disclosure.

(a)           Non-Solicitation of Employees. Participant agrees that during Participant’s service with the Company, and for one year following Participant’s termination of such service, Participant shall not, directly or indirectly, in any capacity (including but not limited to, as an individual, a sole proprietor, partner, stockholder, investor, officer or director of a corporation, an employee, agent, associate, or consultant of any person, firm or corporation, or other entity) hire any person from, attempt to hire any person from, or solicit, induce, persuade, or otherwise cause any person to terminate his or her service with the Company; provided, however, that Participant’s mere association (as a director, officer, employee, or otherwise) with an entity that hires or solicits a person employed by Company shall not violate this provision if Participant played no part in the introduction, hiring, solicitation, or determination of whether to hire such candidate.  Any breach of Participant’s obligations under this paragraph shall, in addition to all other remedies available to the Company, result in the immediate termination of this option.

(b)           Non-Solicitation of Customers.  Participant agrees that during Participant’s service with the Company and for one year following Participant’s termination of such service, Participant shall not, directly or indirectly, in any capacity, solicit the business of any customer of the Company except on behalf of the Company, or attempt to induce any customer of the Company to cease or reduce its business with the Company; provided that following the termination of Participant’s service with the Company, he or she may solicit a customer of the Company to purchase goods or services that do not compete directly or indirectly with those then offered by the Company, and provided further that Participant’s mere association (as a director, officer, employee, or otherwise) with an entity that solicits a customer of Company shall not violate this provision if Participant played no part in the introduction, solicitation, or determination of whether to solicit such customer. Any breach of Participant’s obligations under this paragraph shall, in addition to all other remedies available to the Company, result in the immediate termination of this option.

(c)           Non-Disclosure. Participant agrees that, except in the ordinary and proper course of performing his or her duties for the Company, Participant shall not disclose to others any proprietary, confidential or secret information, including but not limited to inventions, intellectual property, information relating to the Company’s products, research, technology, development, services, clients, customers, suppliers, employees, business, operation, activities, procedures, plans, or proposals.

(d)           Remedies. Participant agrees and acknowledges that if Participant violates the non-solicitation or non-disclosure provisions of this Section 3, (i) Participant’s right to exercise this option and any other options granted by the Company shall terminate immediately,  (ii) the Company may pursue any and all remedies available at law or in equity, including but not limited to specific performance, injunctive relief and damages, and (iii) in addition to any remedies described in (ii), the Participant shall pay to the Company an amount equal to  Participant’s gain resulting from any exercise of  the option computed as the difference between the option price and the market price on the date of exercise multiplied by the number of shares exercised.

2

4. Exercise of Option.

(a)           Form of Exercise.  Each election to exercise this option shall be by written notice of exercise signed by the Participant or by any other form of notice authorized by the Company, and received by the Company at its principal office, accompanied by payment in full in the manner provided in the Plan.  The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

(b)           Continuous Relationship with the Company Required.  Except as otherwise provided in this Section 4, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the date of grant of this option, an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").

(c)           Termination of Relationship with the Company.  If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in Section 3 or in paragraphs (d) and (e) of this Section 4, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), providedthat this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation.

(d)           Exercise Upon Death or Disability. For Participants other than non-employee Directors, if  the Participant dies or becomes disabled (within the meaning of Section 22 (e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable within the period of one year following the date of death or disability of the Participant by the Participant (or in the case of death, by an authorized representative), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability plus any Pro Rata Shares (as defined below), and further provided that this option shall not be exercisable after the Final Exercise Date.  “Pro Rata Shares” means the number of shares that would have first become exercisable on the next anniversary of the Grant Date times a fraction, the numerator of which is the number of days elapsed from the most recent anniversary of the Grant Date until the date of death or disability and the denominator of which is 365. The provisions relating to the exercise of options on death, disability or retirement of a Director shall be as set forth in an exhibit attached to each Director’s Agreement at the time of the option grant.

 (e)           Discharge for Cause.  If the Participant, prior to the Final Exercise Date, is discharged by the Company for "cause" (as defined herein), the right to exercise this option shall terminate immediately upon the effective date of such discharge.  “Cause” shall mean any (i) willful failure by the Participant, which failure is not cured within 30 days of written notice to the Participant from the Company, to perform his or her material responsibilities to the Company or (ii) willful misconduct by the Participant which affects the business reputation of the Company.  The Participant shall be considered to have been discharged for "Cause" if the Company determines, within 30 days after the Participant's resignation, that discharge for cause was warranted.

5. Withholding.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

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6.           Nontransferability of Option.

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

7.           Provisions of the Plan.

This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option.

IN WITNESS WHEREOF, the Company has caused this option to be executed by its duly authorized officer.  This option shall take effect as a sealed instrument.

IOMEGA CORPORATION

Dated:                                                                By:                                                                 &# 160;                        

4

 Exhibit A—

Exercise Upon Death, Disability or Retirement of Non-Employee Director.  If the Participant is a non-employee member of the Board of Directors (“Director”) and ceases to be such by reason of (i) death, (ii) disability (within the meaning of Section 22(e)(3) of the Code or any successor provision thereto) or (iii) the Director's resignation or decision not to stand for re-election at age 55 of older following five years of consecutive service as a Director, then the period during which then vested, exercisable options may be exercised shall be two years rather than three months  (but in no event after the Final Exercise Date).  In addition, if a Director's service is terminated by reason of death or disability, all unvested options shall automatically vest and become immediately exercisable for said two year period following such death or disability (but not after the tenth anniversary of the grant date).  In such case, this option may be exercised by the Participant or by the person to whom this option is transferred by will, by the laws of descent and distribution.  Except as otherwise indicated by the context, the term “Participant,” as used in this option, shall be deemed to include the estate of the Participant or any person who acquires the right to exercise this option by bequest or inheritance or otherwise by reason of the death of the Participant.

5

PARTICIPANT'S ACCEPTANCE

The undersigned hereby accepts the option granted ____________ and agrees to the terms and conditions thereof.  The undersigned hereby acknowledges receipt of a copy of the Company's 2007 Stock Incentive Plan and Prospectus.

PARTICIPANT:

Signature                                              

Print Name:                                                                           

Address:                                                                                                                                             

6

EX-31.7

10Q                                                                           CERTIFICATIONS                                     Exhibit 31.7

I, Jonathan S. Huberman, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Iomega Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:           November 8, 2007                                                      /s/ Jonathan S. Huberman________________

          Jonathan S. Huberman

         Vice Chairman and Chief Executive Officer

EX-31.8

10Q                                                                           CERTIFICATIONS                                     Exhibit 31.8

I, Preston Romm, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Iomega Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:           November 8, 2007                                                      /s/ Preston Romm________________

          Preston Romm

         Vice President of Finance and

         Chief Financial Officer

EX-32.7

10Q

EXHIBIT 32.7

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Iomega Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan S. Huberman, Vice Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jonathan S. Huberman____________

Jonathan S. Huberman

Vice Chairman and Chief Executive Officer

November 8, 2007

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Iomega Corporation specifically incorporates it by reference.

EX-32.8

10Q

EXHIBIT 32.8

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Iomega Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Preston Romm, Vice President of Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Preston Romm__________________________

Preston Romm

Vice President of Finance and Chief Financial Officer

November 8, 2007

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Iomega Corporation specifically incorporates it by reference.