UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ______ to ______.

Commission File No. 1-14050

LEXMARK INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	06-1308215
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

One Lexmark Centre Drive
740 West New Circle Road
Lexington, Kentucky	40550
(Address of principal executive offices)	(Zip Code)

(859) 232-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


	Name of each exchange
Title of each class	on which registered
Class A Common Stock, $.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

Large accelerated filer [X]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the shares of voting common stock held by non-affiliates of the registrant was approximately $1.9 billion based on the closing price for the Class A Common Stock on the last business day of the registrant’s most recently completed second fiscal quarter.

As of February 14, 2014, there were outstanding 61,565,124 shares (excluding shares held in treasury) of the registrant’s Class A Common Stock, par value $0.01, which is the only class of voting common stock of the registrant, and there were no shares outstanding of the registrant’s Class B Common Stock, par value $0.01.

Documents Incorporated by Reference

Certain information in the Company’s definitive Proxy Statement for the 2014 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year, is incorporated by reference in Part III of this Form 10-K.

Part I

Item 1. BUSINESS

General

Lexmark International, Inc. (“Lexmark” or the “Company”) is a Delaware corporation and the surviving company of a merger between itself and its former parent holding company, Lexmark International Group, Inc., (“Group”) consummated on July 1, 2000. Group was formed in July 1990 in connection with the acquisition of IBM Information Products Corporation from International Business Machines Corporation (“IBM”). The acquisition was completed in March 1991. On November 15, 1995, Group completed its initial public offering of Class A Common Stock and Lexmark now trades on the New York Stock Exchange under the symbol “LXK.”

Lexmark makes it easier for businesses of all sizes to improve their business processes by enabling them to capture, manage and access critical unstructured business information in the context of their business processes while speeding the movement and management of information between the paper and digital worlds. Since its inception in 1991, Lexmark has become a leading developer, manufacturer and supplier of printing, imaging, device management, managed print services (“MPS”), document workflow and, more recently, business process and content management solutions. The Company operates in the office printing and imaging, enterprise content management (“ECM”), business process management (“BPM”), document output management (“DOM”), intelligent data capture and search software markets. Lexmark’s products include laser printers and multifunction devices, dot matrix printers and the associated supplies/solutions/services, as well as ECM, BPM, DOM, intelligent data capture, search and web-based document imaging and workflow software solutions and services. Lexmark develops and owns most of the technology for its printing and imaging products and its software related to MPS and content and process management solutions.

The Company acquired Perceptive Software, Inc. (“Perceptive Software”), a leading provider of ECM software and document workflow solutions, in June of 2010 and acquired Pallas Athena, a leading provider of BPM, DOM and process mining and discovery software in October of 2011. The acquisitions build upon and strengthen Lexmark’s industry workflow solutions and MPS capabilities and allow the Company to compete in the faster growing content and process management software solutions markets. In keeping with this strategy and with the goal of becoming an end-to-end solutions provider, Lexmark acquired Brainware in February of 2012, and ISYS and Nolij in March of 2012. Brainware’s intelligent data capture platform extracts critical information from paper documents and electronic unstructured content enabling customers to more efficiently perform business processes. ISYS’s search solutions deliver powerful text mining and enterprise and federated search capabilities across a wide range of platforms enabling customers to facilitate rapid discovery of critical intelligence for more informed decision making. Nolij’s software is a fully web-based document imaging and workflow platform that includes innovative, native support for mobile devices and forms processing capabilities, focused on the education market. In December of 2012, Lexmark acquired Acuo Technologies, LLC (“Acuo”). Acuo is a leader in the vendor neutral archive (“VNA”) software segment that resides within the high growth enterprise clinical management and medical imaging software and services market. Acuo, when combined with Lexmark’s Perceptive Software healthcare content and process management solutions, will enable customers to deploy a single, enterprise-wide access platform that connects unstructured clinical content and makes it easily accessible in context via a healthcare provider’s electronic medical record (“EMR”) system.

In March of 2013, the Company acquired AccessVia, Inc. (“AccessVia”) and Twistage, Inc. (“Twistage”). AccessVia provides industry-leading signage solutions to create and produce retail shelf-edge materials, all from a single platform, which can be directed to a variety of output devices and published to digital signs or electronic shelf tags. AccessVia, when combined with Lexmark’s MPS and expertise in delivering print and document process solutions to the retail market, will enable customers to quickly design and produce in-store signage for better and more timely merchandising in a highly distributed store environment. Twistage offers an industry-leading, cloud-enabled software platform for managing video, audio and image content. When combined with Lexmark, Twistage will enable customers to capture, manage and access all of their content, including rich media content assets, within the context of their business processes and enterprise applications. In September of 2013, Lexmark acquired Saperion AG (“Saperion”). Saperion is a European-based leader in ECM solutions, focused on providing document archive and workflow solutions. The acquisition expands Perceptive Software’s European-based footprint in the ECM market, and will further strengthen the Company’s strategy of providing the platform, products and solutions that help companies manage their unstructured information challenges. In October of 2013, the Company acquired PACSGEAR, Inc. (“PACSGEAR”). PACSGEAR is a leading provider of connectivity solutions for healthcare providers to capture, manage and share medical images and related documents and integrate them with existing picture archiving and communication systems (“PACS”) and EMR systems. With this acquisition, Perceptive Software will be uniquely positioned to offer a vendor neutral, standards-based clinical content platform for capturing, managing, accessing and sharing patient medical imaging information and related documents within healthcare facilities through an EMR and between facilities via PACSGEAR technology. The Company continues the transition to a solutions company as it shifts from a hardware-centric company to a solutions company providing end-to-end solutions that allow customers to bridge the paper and digital worlds and the unstructured and structured content/process worlds.

The Company is primarily managed along two segments: Imaging Solutions and Services (“ISS”) and Perceptive Software. The information included in this report has been prepared under the current organizational structure for all periods presented. Refer to

Part II, Item 8, Note 20 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s reportable segments.

In August 2012, the Company announced it is exiting the development and manufacturing of inkjet technology. The Company will continue to provide service, support and aftermarket supplies for its inkjet installed base. In April of 2013, the Company and Funai Electric Co., Ltd. (“Funai”) entered into a Master Inkjet Sale Agreement of the Company’s inkjet-related technology and assets to Funai. Included in the sale were one of the Company’s subsidiaries, certain intellectual property and other assets of the Company. The Company will continue to sell supplies for its current inkjet installed base. The sale closed in the second quarter of 2013.

Revenue derived from international sales, including exports from the United States of America (“U.S.”), accounts for approximately 57% of the Company’s consolidated revenue, with Europe, Middle East and Africa (“EMEA”) accounting for 37% of worldwide sales. Lexmark’s products are sold in various countries in North and South America, Europe, the Middle East, Africa, Asia, the Pacific Rim and the Caribbean. This geographic diversity offers the Company opportunities to participate in emerging markets, provides diversification to its revenue stream and operations to help offset geographic economic trends, and utilizes the technical and business expertise of a worldwide workforce. Currency exchange rates had a negligible impact on 2013 revenue compared to 2012. Refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Effect of Currency Exchange Rates and Exchange Rate Risk Management for more information. A summary of the Company’s revenue and long-lived assets by geographic area is found in Part II, Item 8, Note 20 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

Market Overview1

Lexmark serves both the distributed printing and imaging, and content and process management markets with a focus on business customers. Lexmark’s enterprise content and process management platform supports traditional business content as well as rich media and medical image content, and includes enterprise search, intelligent capture, DOM, and business process and case management. Lexmark’s healthcare offering includes an industry leading, standards based and highly secure, content repository and VNA that integrates all patient unstructured information across the enterprise to enable easy access through an EMR system along with workflow automation and information sharing within and between facilities. Lexmark management believes the total relevant market opportunity of these markets combined in 2013 was approximately $80 billion. Lexmark management believes that the total relevant distributed laser printing and imaging market opportunity was approximately $70 billion in 2013, including printing hardware, supplies and related services. This opportunity includes printers and multifunction devices as well as a declining base of copiers and fax machines that are increasingly being integrated into multifunction devices. Based on industry information, Lexmark management believes that the overall distributed printing market declined slightly in 2013. The distributed printing industry is expected to experience flat to low single digit declining revenue overall over the next few years but, continued growth is expected in MPS, multifunction products (“MFPs”), and color lasers which are all areas of focus for Lexmark. MPS and fleet solutions are expected to continue to experience double digit annual revenue growth rates over the next few years and the relevant content and process management software markets that Lexmark participates in, are projected to grow approximately 10% annually over the next few years, both based on industry analyst estimates. In 2013, the total relevant content and process management software market was approximately $10 billion, excluding related professional services. However, management believes the total addressable market is significantly larger due to relatively low penetration of content and process management software solutions worldwide.

In general, as the printing and imaging market matures and printer and copier-based product markets continue to converge, the Company’s management expects competitive pressures to continue. However, management believes that this convergence represents an opportunity for printer-based product and solution vendors like Lexmark to displace copier-based products in the marketplace. The Company’s management believes that the integration of print/copy/fax/scan capabilities enables Lexmark to leverage strengths in network printing and related document workflow solutions. Lexmark management also believes that it is well positioned to capture faster growing software and services opportunities that are associated with providing MPS and content and process management software and services that are focused on streamlining and automating document-intensive business processes, as well as reducing unnecessary print. Lexmark sees a significant opportunity to take a leadership role in providing innovative printing, imaging, content and process solutions and services to help customers improve their productivity and business performance.

The content and process management software and services markets serve business customers. These markets include solutions for capturing all types of unstructured information such as hardcopy, photographs, emails, images, video, audio and faxes as well as intelligent indexing, archiving and routing of this information to streamline and automate process workflows while managing changes to both content and processes and automating governance and compliance policies. These solutions help companies leverage the value of their unstructured content by connecting it with existing enterprise applications and making it available in context within processes so that businesses can make better and faster decisions to enhance growth, improve productivity, lower costs and improve customer satisfaction.

1 - Certain information contained in the “Market Overview” section has been obtained from industry sources, public information and other internal and external sources. Data available from industry analysts varies widely among sources. The Company bases its analysis of market trends on the data available from several different industry analysts.

These markets also include solutions that help businesses understand existing processes, design and manage new processes, and enable the assembly of content into meaningful communications internally and with their customers and partners.

The continued digitization of information as well as the electronic distribution of information, has led to the rapid growth of unstructured digital information. Unstructured digital information is represented by office documents, emails, photographs, audio and video files, high resolution medical images, document and image scans and other information that is not stored in a traditional structured database. Lexmark management believes that the deployment of content and process management systems and associated workflow solutions to effectively capture, manage and access this unstructured information is a significant long term opportunity. Lexmark management also believes the growth in unstructured digital information and the systems to manage it continues to positively impact the distributed printing and imaging market opportunity relative to centralized printing and imaging, as more of the information that is being printed and captured is on distributed devices and less on commercial and centralized devices. Lexmark’s customers are increasingly interested in streamlining and automating document workflows and business processes in order to reduce costs and/or improve customer service. Improving business processes includes reducing physical handling, movement and storage of hardcopy documents, as well as reducing unnecessary and wasteful printing. Lexmark sees the greatest waste in high volume centralized print which includes the need to physically transport printed materials to the point-of- need and has been traditionally associated with considerable amounts of unused and wasted printed material. Lexmark’s distributed print and enterprise content and BPM solutions and services are focused on reducing centralized print and reducing unnecessary distributed print as well.

Laser technology based products within the distributed printing market primarily serve business customers. Laser products can be divided into two major categories — large workgroup products and lower-priced small workgroup products. Large workgroup products are typically attached directly to large workgroup networks, while small workgroup products are attached to personal computers (“PCs”) and/or small workgroup networks. Both product categories include color and monochrome laser offerings.

The large workgroup products include laser printers and MFP devices, which typically include high-performance internal network adapters and are easily upgraded to include additional input and output capacity and finishing capabilities as well as additional memory and storage. Most large workgroup products also have sophisticated network management tools and are available as single function printers and MFP devices that print/copy/fax and scan to network.

Color and MFP devices continue to represent a more significant portion of the laser market. The Company’s management believes that these trends will continue. Industry pricing pressure is partially offset by the tendency of customers to purchase higher value color and MFP devices and optional paper handling and finishing features. Customers are also purchasing connected smart MFPs and document and process management software solutions and services to optimize their document-related processes and infrastructure in order to improve productivity and cost.

Strategy

Lexmark’s strategy is based on a business model of investing in technology to develop and sell printing and imaging and content and process management solutions, including printers, multifunction devices and software solutions with the objective of growing its installed base of hardware devices and software installations, which drives recurring printing supplies sales and software subscription, maintenance and services revenue. Supplies have been the primary profit engine of the business model. Supplies profit helps fund new technology investments in products, solutions, services and software. As Lexmark continues to increase its mix of MPS and content and process management software solutions, management anticipates that the Company’s annuity mix will increasingly include software and services, in addition to printing supplies. The addition of Perceptive Software and its expansion through Pallas Athena, Brainware, Isys, Nolij, Acuo, AccessVia, Twistage, Saperion and PACSGEAR add to Lexmark’s traditional technology strength and provide content and process management solutions for specific industries and business processes. The Company’s management believes that Lexmark has the following strengths related to this business model:

• First, Lexmark is highly focused on delivering printing, imaging, and content and process management software solutions and services for specific industries and business processes in distributed work environments. The Company’s management believes that this focus has enabled Lexmark to be responsive and flexible in meeting specific business customer needs.

• Second, Lexmark internally develops both monochrome and color laser printing technology. The Company’s monochrome laser technology platform has historically allowed Lexmark to provide one of the best values in enterprise network printer-based products and also build unique capabilities into its products that enable it to offer customized printing and document workflow solutions. Lexmark also internally develops its print, content and process management software platforms and tools that enable it to provide leading edge MPS and content and process management solutions. Lexmark, through Perceptive Software, also internally develops content and process management software that includes DOM, intelligent capture, search, rich content management, and healthcare specific medical imaging and VNA software products as well as corresponding industry tailored solutions to help companies manage the lifecycle of their content and business processes all in the context of their existing enterprise applications. This combination of platform, product, and solutions integrates rapidly into a customer’s existing IT infrastructure and is easy to use, which drives user adoption and accelerates the customer’s process improvements.

• Third, Lexmark has leveraged its technological capabilities and its commitment to flexibility and responsiveness to build strong relationships with large-account customers and channel partners, including distributors and value-added resellers. Lexmark’s path-to-market includes industry-focused consultative sales and services teams that deliver unique and differentiated solutions to large accounts and channel partners that sell into the Company’s target industries.

Lexmark’s ISS segment continues to focus on capturing profitable supplies and service annuities generated from its monochrome and color laser printers and MFPs. Associated strategic initiatives include:

• Expanding and strengthening the Company’s product line of workgroup, color and MFP devices;

• Advancing and strengthening the Company’s industry solutions including integrated ECM, BPM, DOM, intelligent data capture and search solutions to maintain and grow the Company’s penetration in selected industries;

• Advancing and growing the Company’s MPS business; and

• Expanding the Company’s rate of participation in market opportunities and channels.

ISS’ strategy requires that it provide an array of high-quality, technologically-advanced products and solutions at competitive prices. ISS continually enhances its products to ensure that they function efficiently in increasingly-complex enterprise network environments. It also provides flexible tools to enable network administrators to improve productivity. ISS’ target markets include large corporations, small and medium businesses (“SMBs”), and the public sector. ISS’ strategy requires that it continually identify and focus on industry-specific print and document process-related issues so that it can differentiate itself by offering unique industry solutions and related services. With the introduction of new laser products that began in the fall 2012, ISS has significantly strengthened the breadth and depth of its workgroup laser line, color laser line and laser MFPs.

Because of ISS’ strength and focus on printing and document process solutions, the Company has formed alliances and original equipment manufacturer (“OEM”) arrangements to pursue incremental business opportunities through its alliance partners.

The acquisitions of Perceptive Software, Pallas Athena, Brainware, Isys, Nolij, Acuo, AccessVia, Twistage, Saperion and PACSGEAR enhance Lexmark’s capabilities as a content and process management solutions provider, expand the Company’s market opportunity, and provide a core strategic component for Lexmark’s future. Lexmark’s software strategy is to deliver affordable, industry and process specific workflow enhancing solutions through deep industry expertise and a broad content and process management software platform, in a model that is easy to integrate, use, and support. Key software strategic initiatives include:

• Advancing and growing the Company’s content and process management solutions business internationally;

• Expanding and strengthening the Company’s content and process management software product line; and

• Expanding the Company’s rate of participation in content and process management software solutions for specific industries and processes.

Segment Information — ISS

• Products — ISS

ISS offers a broad portfolio of monochrome and color laser printers and laser MFPs, as well as supplies, software applications, software solutions and MPS to help businesses efficiently capture, manage and access information. ISS laser products are core building blocks for enabling information on demand. They are designed to enable intelligent document capture in addition to delivering high-quality printed output on a variety of media types and sizes. When combined with innovative document management and business process workflow software, primarily from Perceptive Software, these products accelerate productivity by connecting people with the information they need.

o Monochrome Laser

Within the single-function monochrome laser printer category, ISS continues to offer the Lexmark MS310, MS410, MS510, MS610, MS710 and MS810 Series printers, which are designed to meet the needs of small, midsize and large workgroups. These monochrome laser printers deliver print speeds ranging from 35 pages per minute (ppm) to 70 ppm. ISS also continues to offer the W850 Series for

large or departmental workgroups that require A3 (11 inch x 17 inch) paper support, as well as a modular scanner option, the MX6500e, which transforms selected high-end Lexmark A4 printers into fully featured multifunction devices.

Within the monochrome multifunction laser printer category, ISS continues to offer the Lexmark MX310, MX410, MX510, MX610, MX710 and MX810 Series MFPs, which deliver fast scanning and print and copy speeds ranging from 35 ppm to 70 ppm. ISS also continues to offer the A3-capable X860 Series.

o Color Laser

Within the single-function color laser printer category, ISS continues to offer the Lexmark CS310, CS410, CS510 and C740 color laser printers, which are designed to meet the needs of small and midsize workgroups. For larger workgroups, ISS continues to offer the Lexmark C790 Series single-function printers, which offer 50 pages per minute output speed and paper handling and finishing options. For departmental workgroups that require A3 paper support, ISS continues to offer the C900 Series printers.

Within the color laser multifunction printer category, ISS continues to offer the CX310, CX410, CX510 and X740 color laser MFPs, which are designed to meet the needs of small and midsize workgroups. Models within these series offer performance and features typically present on larger devices, such as 4.3-inch touch screens and built-in productivity tools and apps. For larger workgroups, ISS continues to offer the Lexmark X790 Series MFPs, which offer 50 pages per minute output speed and paper handling and finishing options. For departmental workgroups that require A3 paper support, ISS continues to offer the X900 Series MFPs.

o Inkjet MFPs and AIOs

Lexmark has ceased development and manufacturing of inkjet technology. Lexmark will continue to provide service, support, and aftermarket supplies for its inkjet installed base.

o Dot Matrix Products

ISS continues to market several dot matrix printer models for customers who print multipart forms.

o Supplies and Service Parts

ISS designs, manufactures and distributes a variety of cartridges, service parts and other supplies for use in its installed base of laser, inkjet and dot matrix printers. Revenue and profit growth from the ISS supplies business is directly linked to the ability to increase the installed base of ISS laser products or the usage rate of those products. Lexmark management believes that ISS is an industry leader with regard to the recovery, remanufacture, reuse and recycling of used laser supplies cartridges and service parts, helping to keep empty cartridges and service parts out of landfills. Attaining that leadership position was made possible by various empty cartridge and used parts collection programs administered by ISS around the world. ISS continues to expand cartridge and service parts collection to further expand its remanufacturing business and this environmental commitment.

o MPS and Customer Support Services

ISS, both directly and through business partners, offers a wide range of services covering its line of printing products and technology solutions including maintenance, consulting, systems integration and MPS offerings to provide a comprehensive output solution. Lexmark Global Services provide customers with an assessment of their current environment and then a recommendation and implementation plan for the future state. Upon implementation, Lexmark provides management and optimization of their output environment and document related workflow/business processes. MPS allow organizations to outsource fleet management, technical support, supplies replenishment, maintenance activities and other services.

Through its MPS offerings, ISS gives customers greater visibility and control of their printing environment. These services include asset lifecycle management; implementation and decommissioning services; proactive consumables management; remote device monitoring and management; and business process optimization that include industry specific and back office solutions. These services are tailored to meet each customer’s unique needs to ensure their mission-critical business processes run smoothly.

Lexmark Customer Support Services are comprised of authorized maintenance and repair, technical support, warranty support and parts operations. From basic service coverage to comprehensive support, Lexmark offers a range of plans to meet the specific demands of the customer’s output environment and reduce costly downtime.

ISS printer products generally include a warranty period of at least one year, and customers typically have the option to purchase an extended warranty. Extended warranties may be purchased at any time during the printer’s base warranty year(s) and are available on ISS laser and dot matrix devices for a total warranty period of two, three, or four years.

• Marketing and Distribution — ISS

ISS employs large-account sales and marketing teams whose mission is to generate demand for its business printing solutions and services, primarily among large corporations, small and medium businesses, as well as the public sector. These sales and marketing teams primarily focus on industries such as financial services, retail, manufacturing, education, government and health care, and in conjunction with ISS’ development and manufacturing teams, are able to customize printing solutions to meet customer needs for printing electronic forms, media handling, duplex printing, intelligent capture and other document workflow solutions. ISS distributes and fulfills its products to business customers primarily through its well-established distributor and reseller network. The ISS distributor and reseller network includes IT Resellers, Direct Marketing Resellers, and Copier Dealers.

ISS’ international sales and marketing activities for business customers are organized to meet the needs of the local jurisdictions and the size of their markets. Operations in EMEA, North America, Latin America and Asia Pacific focus on large-account and SMB demand generation with orders primarily filled through distributors and resellers.

Supplies for both laser and inkjet products are generally available at the customer’s preferred point-of-purchase through multiple channels of distribution. Although channel mix varies somewhat depending upon the geography, most of ISS’ laser supplies products sold commercially in 2013 were sold through the ISS network of Lexmark-authorized supplies distributors and resellers, who sell directly to end-users, or to independent office supply dealers. Inkjet supplies are primarily sold through large office superstores, discount store chains, distributors, online, wholesale clubs, and consumer electronics stores.

ISS also sells its products through numerous alliances and OEM arrangements. During 2013 and 2012, no one customer accounted for more than 10% of the Company’s total revenues. In 2011, one customer, Dell, accounted for $415 million or approximately 10% of the Company’s total revenue.

• Competition — ISS

ISS continues to develop and market new products and innovative solutions at competitive prices. New product announcements by ISS’ principal competitors, however, can have, and in the past, have had, a material impact on the Company’s financial results. Such new product announcements can quickly undermine any technological competitive edge that one manufacturer may enjoy over another and set new market standards for price, quality, speed and functionality. Furthermore, knowledge in the marketplace about pending new product announcements by ISS’ competitors may also have a material impact on the Company as purchasers of printers may defer buying decisions until the announcement and subsequent testing of such new products.

In recent years, ISS and its principal competitors, many of which have significantly greater financial, marketing and/or technological resources than the Company, have regularly lowered prices on hardware products and are expected to continue to do so. ISS has experienced and remains vulnerable to these pricing pressures. ISS’ ability to grow or maintain market share has been and may continue to be affected, resulting in lower profitability. Lexmark expects that as it competes with larger competitors, ISS’ increased market presence may attract more frequent challenges, both legal and commercial, including claims of possible intellectual property infringement.

The distributed printing market is extremely competitive. The market share leader in the distributed laser printing market is Hewlett-Packard (“HP”), which has a widely-recognized brand name and has been identified as the market leader as measured in annual units shipped. With the convergence of traditional printer and copier markets, major laser competitors now include traditional copier companies such as Canon, Ricoh and Xerox. Other laser competitors include Brother, Konica Minolta, Kyocera, Okidata and Samsung.

Refill, remanufactured, clones, counterfeits and other compatible alternatives for some of ISS’ toner and ink cartridges are available and compete with ISS’ supplies business. However, these alternatives may result in inconsistent quality and reliability. As the installed base of laser and inkjet products matures, the Company expects competitive supplies activity to increase.

• Manufacturing and Materials — ISS

ISS operates manufacturing control centers in Lexington, Kentucky; Shenzhen, China; and Geneva, Switzerland; and has company-owned manufacturing sites in Boulder, Colorado and Juarez, Mexico. ISS also has customization centers in each of the major geographies it serves. ISS retains control over manufacturing processes that are technologically complex, proprietary in nature and central to ISS’ business model, such as the manufacture of toner and photoconductors. ISS shares some of its technical expertise with certain manufacturing partners, many of whom have facilities located in China, which collectively provide ISS with substantially all of its printer production capacity. ISS continually reviews its manufacturing strategies, capabilities, and cost structure and makes adjustments as necessary.

Manufacturing operations for laser printer supplies are located in Boulder, Colorado; Juarez, Mexico; Zary, Poland; and Shenzhen, China. Laser printer cartridges are assembled by a combination of in-house and third-party contract manufacturing. The manufacturing control center for laser printer supplies is located in Geneva, Switzerland.

Manufacturing operations for inkjet printer supplies are located in Lapu-Lapu City, Philippines and Juarez, Mexico. Inkjet printer supplies are assembled by a combination of in-house and third-party manufacturing. The manufacturing control center for inkjet printer supplies is located in Geneva, Switzerland.

ISS procures a wide variety of components used in the manufacturing process, including semiconductors, electro-mechanical components and assemblies, as well as raw materials, such as plastic resins. Although many of these components are standard off-the-shelf parts that are available from multiple sources, ISS often utilizes preferred supplier relationships, and in certain cases single sourced supplier relationships, to better ensure more consistent quality, cost and delivery. In addition, ISS sources some printer engines and finished products from OEMs. Typically, these preferred suppliers and OEMs maintain alternate processes and/or facilities to ensure continuity of supply. ISS occasionally faces capacity constraints when there has been more demand for its products than initially projected. From time to time, ISS may be required to use air shipment to expedite product flow, which can adversely impact ISS’ operating results. Conversely, in difficult economic times, ISS’ inventory can grow as market demand declines.

During 2013, ISS continued to execute supplier managed inventory (“SMI”) agreements with its primary suppliers to improve the efficiency of the supply chain. Lexmark’s management believes these SMI agreements improve ISS’ supply chain inventory pipeline and supply chain flexibility which enhances responsiveness to our customers. In addition, the Company’s management believes these agreements improve supplier visibility to product demand and therefore improve suppliers’ timeliness and management of their inventory pipelines. As of December 31, 2013, a significant majority of printers were purchased under SMI agreements. Any impact on future operations would depend upon factors such as ISS’ ability to negotiate new SMI agreements and future market pricing and product costs.

• Backlog — ISS

Although ISS experiences availability constraints from time to time for certain products, ISS generally fills its orders within 30 days of receiving them. Therefore, ISS usually has a product backlog of less than 30 days at any one time, which the Company does not consider material to its business. Refer to Part II, Item 8, Note 12 of the Notes to Consolidated Financial Statements for information regarding deferred service revenue, which makes up most of the Company’s service backlog.

• Seasonality — ISS

ISS experiences some seasonal market trends in the sale of its products and services. For example, ISS’ sales are often stronger during the second half of the year and ISS’ sales in Europe are often weaker in the summer months. The impact of these seasonal trends on ISS has become less predictable due to the exit of the inkjet business and less consumer exposure.

Segment Information — Perceptive Software

• Products — Perceptive Software

Perceptive Software offers a complete suite of ECM, BPM, DOM, intelligent data capture, search software and medical imaging VNA software products and solutions.

o Software

Perceptive Software capture, content, search and BPM software products and solutions, enable users to capture, manage, and collaborate on important documents, information, and business processes, protect data integrity throughout its lifecycle and access precise content in the context of the users’ everyday business processes. These components are developed and maintained by Perceptive Software.

In 2013, Perceptive Software acquired four new software product companies to enhance the software portfolio. AccessVia is the leading U.S. provider of Software as a Service (“SaaS”) tools for printing retail signs, labels and tags and publishing electronic shelf tags and digital displays, adding to Perceptive Software’s domain expertise in retail and expanding its DOM capabilities. Twistage brings a cloud-based platform for managing video, audio and imaging content. With the addition of Twistage technology, Perceptive Software can easily capture any type of content—including rich media—from any source, store it on premise or in the cloud, and provide users immediate access via any form factor. Perceptive Software also acquired Saperion, a leading ECM provider in Europe and PACSGEAR, a leading provider of connectivity solutions for healthcare providers to capture, manage and share medical images and related documents and integrate them with existing PACS and EMR systems. Perceptive Software is uniquely positioned to offer a vendor-neutral, standards-based clinical content platform for capturing, managing, accessing and sharing patient imaging information and related documents within healthcare facilities through an EMR and between facilities using PACSGEAR technology.

Perceptive Software also continued to expand its content and process platform with the release of Perceptive Content 6.8. Perceptive Content 6.8 provides Unicode support and translations into Japanese, Chinese and Korean. Finally, Perceptive Software released mobile applications for Apple and Android devices. The mobile applications allow users to participate in workflow, view documents and edit custom forms.

Perceptive Search, Capture, VNA and BPM also had incremental product releases in 2013. Perceptive Core, an integrated platform, to provide capture, workflow and integration services to all of the products was released in 2013.

o Solutions

Designed from Perceptive Software’s software platform, including the capture, content, process and search suites, Perceptive Software offers industry specific solutions of varying levels of functionality and sophistication across target industries — healthcare, higher education, government, and financial services — as well as select back office functions — accounting, human resources, and contracts. These solutions are comprised of select products, best practice templates, and industry specific deployment methodologies that account for the unique differences deploying across industries. These solutions are documented and present various levels of automation based on the needs of the specific customer according to the cost, schedule, and scope of their respective projects.

In 2013, a number of these solutions were enhanced with emphasis on the Healthcare clinical market segment specifically related to helping manage the EMR systems and the corresponding patient chart review processes. Integrations with leading EMR providers were also enhanced in 2013. In addition, with the acquisitions of Acuo in 2012 and PACSGEAR in 2013, Perceptive Software will also be able to immediately offer VNA and healthcare imaging solutions to healthcare customers. The merger of these technologies will also give customers a single, enterprise-wide access platform for clinical content via any EMR system.

Perceptive Software strengthened its leadership position in Higher Education with the release of Intelligent Capture for Transcripts. The integrated solution utilizes the intelligent data capture engine to capture student information and reduce the manual processing times of transcripts.

Perceptive Software released multiple new solutions for the Back Office. Supplier Management offers customers the ability to document, approve and control their existing and new supplier base. In addition, the General Ledger Journal Entry solution provides the ability to document, approve and control their manually created ledger journal transactions. Finally, the Onboarding solution enables new hires to electronically complete paperwork prior to their first day.

In addition, Perceptive Software launched integrated connectors to major ERP and CRM providers including Microsoft Dynamics AX, Microsoft Dynamics CRM, Microsoft SharePoint, PeopleSoft and SAP.

Perceptive Capture and Perceptive Search, which provide the aforementioned intelligent data capture and search capabilities, enable businesses to dramatically improve the efficiency of processes in accounts payable, accounts receivable, order management and benefits processing, as well as transcript processing in higher education, by extracting needed data automatically from business documents received as paper or electronically in a variety of forms such PDFs and TIFs. Perceptive Capture’s very high rate of data extraction is achieved through the use of patented search and machine learning technologies that allow its extraction rate to improve with time. This extracted data is matched against master data from existing customer systems to intelligently integrate with ERPs or other systems and speed the business process. Perceptive Search provides business users the ability to search virtually any repository in their IT environment, to identify needed documents or information stored within those documents. This includes the creation of entities and relationships that uncover patterns related to the desired information.

• Marketing and Distribution — Perceptive Software

Perceptive Software uses a direct to market sales and broad lead generation approach, employing internal sales and marketing teams that are segmented by industry sector — specifically healthcare, education, public sector/government, and cross industry, which includes areas such as retail, banking, insurance and manufacturing. With its headquarters in Shawnee, Kansas, Perceptive Software also has business offices co-located with ISS around the world. Perceptive Software also offers a direct channel partner program that allows authorized third-party resellers to market and sell Perceptive Software products and solutions to a distributed market.

Perceptive Software offers to license its software products and solutions in a variety of ways. The traditional method is to offer licenses perpetually, with customers paying up front for the software/solution and then paying for on-going maintenance and support services, generally on an annual basis. This traditional model can be hosted by the customer or Perceptive Software.

Perceptive Software also offers its software and solutions under a SaaS model where customers pay on a subscription basis. Such payments can be made quarterly or annually. Under the SaaS business model, Perceptive Software generally manages and operates the system and associated infrastructure in its secure data centers, allowing the customer to maintain focus on their business and customers. The SaaS option offers the benefit of lower initial cost to the customer and enables them to take advantage of newly

available features quickly and easily. Finally, customers may also subscribe to Perceptive Software product and solution licenses on a recurring basis (quarterly or annually) with customers managing and operating the system and associated infrastructure on the customer’s premises.

• Competition — Perceptive Software

Perceptive Software is a leading developer of content and process management products and solutions, including intelligent capture, ECM, BPM, DOM and enterprise search. Perceptive Software takes an end-to-end approach to content and process management solutions. With its Content in Context™ methodology, Perceptive Software offers the flexibility and scalability to automate virtually any business process and manage the entire lifecycle of any content elevating the value of an organization’s transactional content. Perceptive Software’s principal method of competition is to provide specific industry/sector and back office process solutions, combining its software platform and products that have the ability to be quickly and easily configured and integrated with a large number of business applications. The market for Perceptive Software’s products is highly competitive, and the Company’s management expects competition will continue to intensify as the ECM and BPM markets mature. Perceptive Software competes with a large number of ECM providers, including document management and web content management businesses, as well as companies that focus on document imaging and workflow. Competitors in the ECM market space include larger competitors such as EMC’s Documentum, OpenText, and IBM’s FileNet, as well as various smaller competitors, such as Hyland. Perceptive Software competes with a number of BPM competitors including Appian, IBM, OpenText and Pegasystems. Competitors in the Capture market space include many of the traditional ECM providers listed above as well as smaller competitors such as Kofax and Readsoft. Competitors in the Search space including Google Search Appliance, Microsoft Fast, and HP Autonomy.

• Backlog — Perceptive Software

At December 31, 2013, Perceptive Software had a backlog of software license, maintenance, and professional services agreements with customers in the normal course of its business, most of which is expected to be recognized as revenue in 2014. The dollar amount of Perceptive Software backlog is not material to an understanding of the Company’s overall business.

Research and Development

Lexmark’s research and development efforts focus on technologies associated with laser printing, fleet management, connectivity, document management, ECM/BPM/DOM software, intelligent data capture, enterprise search, healthcare VNA and other customer facing solutions. Lexmark also develops related applications and tools that enable the Company to efficiently provide a broad range of services. Lexmark is also actively engaged in the design and development of enhancements to its existing products that increase the performance, improve ease of use and lower production costs. In the case of certain products, the Company may elect to purchase products or key components from third-party suppliers rather than develop them internally.

Lexmark conducts research and development activities in various locations including Lexington, Kentucky; Boulder, Colorado; Shawnee, Kansas; Cebu City, Philippines; Kolkata, India; and Apeldoorn, Netherlands. Research and development expenditures were $287 million in 2013, $369 million in 2012, and $406 million in 2011.

The process of developing new products is complex and requires innovative designs that anticipate customer needs and technological trends. The Company must make strategic decisions from time to time as to which technologies will produce products and solutions in market sectors that will experience the greatest future growth. There can be no assurance that the Company can develop the more technologically advanced products required to remain competitive.

Employees

As of December 31, 2013, of the approximately 12,000 Lexmark employees worldwide, 4,000 are located in the U.S. and the remaining 8,000 are located in Europe, Canada, Latin America, Asia Pacific, the Middle East and Africa. None of the U.S. employees are represented by a union. Employees in France and the Netherlands are represented by a Statutory Works Council.

Available Information

Lexmark makes available, free of charge, electronic access to all documents (including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as well as any beneficial ownership filings) filed with or furnished to the Securities and Exchange Commission (“SEC” or the “Commission”) by the Company on its website at http://investor.lexmark.com as soon as reasonably practicable after such documents are filed. The Company also posts all required XBRL exhibits to its corporate web site on the same calendar day as the date of the related filing. The public may read and copy any materials the company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Executive Officers of the Registrant

The executive officers of Lexmark and their respective ages, positions and years of service with the Company are set forth below.


Name of Individual	Age	Position	Years With The Company
Paul A. Rooke …...………………………………	55	Chairman and Chief Executive Officer	23
John W. Gamble, Jr. …………………………….	51	Executive Vice President and Chief Financial Officer	9
Martin S. Canning ...…………………………….	50	Executive Vice President and President of ISS	15
Scott T.R. Coons ………………………………..	47	Vice President and President & Chief Executive Officer of Perceptive Software	4
Ronaldo M. Foresti ……………………………...	61	Vice President of Asia Pacific and Latin America	10
Jeri L. Isbell ……………………………………..	56	Vice President of Human Resources	23
Robert J. Patton …………………………………	52	Vice President, General Counsel and Secretary	13
Gary D. Stromquist ……………………………...	58	Vice President, ISS and Corporate Finance	23

Mr. Rooke has been a Director of the Company since October 2010. Since April 2011, Mr. Rooke has been Chairman and Chief Executive Officer of the Company. From October 2010 to April 2011, Mr. Rooke served as President and Chief Executive Officer of the Company. From July 2007 to October 2010, Mr. Rooke served as Executive Vice President and President of the Company’s former Imaging Solutions Division (“ISD”). From November 2002 to July 2007, Mr. Rooke served as Executive Vice President and President of the Company’s former Printing Solutions and Services Division (“PSSD”). Prior to such time, Mr. Rooke served as Vice President and President of PSSD and Vice President and President of the Company’s former Business Printer Division.

Mr. Gamble has been Executive Vice President and Chief Financial Officer of the Company since September 2005 when he joined the Company.

Mr. Canning has been Executive Vice President and President of ISS since November 2010. From July 2010 to November 2010, Mr. Canning served as Executive Vice President and President of PSSD and from July 2007 to July 2010 as Vice President and President of PSSD. From January 2006 to July 2007, Mr. Canning served as Vice President and General Manager, PSSD Worldwide Marketing and Lexmark Services and PSSD North American Sales and Marketing. From August 2002 to January 2006, Mr. Canning served as Vice President and General Manager, PSSD Worldwide Marketing and Lexmark Services.

Mr. Coons has been Vice President of the Company and President and Chief Executive Officer of Perceptive Software since June 2010 when the Company acquired Perceptive Software. Prior to the acquisition, Mr. Coons served as President and Chief Executive Officer of Perceptive Software from August 1995 to June 2010.

Mr. Foresti has been Vice President of Asia Pacific and Latin America since January 2008. From May 2003 to January 2008, Mr. Foresti served as the Company’s Vice President and General Manager of Latin America.

Ms. Isbell has been Vice President of Human Resources of the Company since February 2003. From January 2001 to February 2003, Ms. Isbell served as Vice President of Worldwide Compensation and Resource Programs in the Company’s Human Resources department.

Mr. Patton has been Vice President, General Counsel and Secretary of the Company since October 2008. From June 2008 to October 2008, Mr. Patton served as Acting General Counsel and Secretary. From February 2001 to June 2008, Mr. Patton served as Corporate Counsel.

Mr. Stromquist has been Vice President, ISS and Corporate Finance since November 2010. From June 2009 to November 2010, Mr. Stromquist served as Vice President, PSSD and Corporate Finance. From July 2001 to June 2009, Mr. Stromquist served as Vice President and Corporate Controller of the Company.

Intellectual Property

The Company’s intellectual property is one of its major assets and the ownership of the technology used in its products is important to its competitive position. Lexmark seeks to establish and maintain the proprietary rights in its technology and products through the use of patents, copyrights, trademarks, trade secret laws, and confidentiality agreements.

Lexmark holds a portfolio of approximately 1,365 U.S. patents and approximately 447 pending U.S. patent applications. The Company also holds approximately 695 foreign patents and pending patent applications. These patents generally have a term of twenty years from the time they are filed. As the Company’s patent portfolio has been developed over time, the remaining terms on the individual patents vary. The inventions claimed in these patents and patent applications cover aspects of the Company’s current and potential future products, manufacturing processes, business methods and related technologies. The Company is developing a portfolio of patents that protects its product lines and offers the possibility of entering into licensing agreements with others. While we believe that our portfolio of patents and applications has value, no single patent is in itself essential to our business as a whole or any individual segment.

Lexmark has a variety of intellectual property licensing and cross-licensing agreements with a number of third parties. Certain of Lexmark’s material license agreements, including those that permit the Company to manufacture some of its current products, terminate as to specific products upon certain “changes of control” of the Company.

The Company has trademark registrations or pending trademark applications for the name LEXMARK in approximately 90 countries for various categories of goods and services. Lexmark also owns a number of trademark applications and registrations for various product names. The Company holds worldwide copyrights in computer code and publications of various types. Other proprietary information is protected through formal procedures, which include confidentiality agreements with employees and other entities.

Lexmark’s success depends in part on its ability to obtain patents, copyrights and trademarks, maintain trade secret protection and operate without infringing the proprietary rights of others. While Lexmark designs its products to avoid infringing the intellectual property rights of others, current or future claims of intellectual property infringement, and the expenses resulting there from, could materially adversely affect its business, operating results and financial condition. Expenses incurred by the Company in obtaining licenses to use the intellectual property rights of others and to enforce its intellectual property rights against others also could materially affect its business, operating results and financial condition. In addition, the laws of some foreign countries may not protect Lexmark’s proprietary rights to the same extent as the laws of the U.S.

Environmental and Regulatory Matters

Lexmark’s operations, both domestically and internationally, are subject to numerous laws and regulations, particularly relating to environmental matters that impose limitations on the discharge of pollutants into the air, water and soil and establish standards for the treatment, storage and disposal of solid and hazardous wastes. Lexmark could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, and third-party damage or personal injury claims, if we were to violate or become liable under environmental laws. The liability for environmental remediation and other environmental costs is accrued when Lexmark considers it probable and can reasonably estimate the costs. Environmental costs and accruals are presently not material to our results of operations, financial position, or cash flows. There is no assurance that existing or future environmental laws applicable to our operations or products will not have a material adverse effect on Lexmark’s results of operations, financial position or cash flows.

Lexmark has implemented numerous programs to recover, remanufacture and recycle certain of its products and intends to continue to expand on initiatives that have a positive effect on the environment. Lexmark is committed to maintaining compliance with all environmental laws applicable to its operations, products and services.

Lexmark is also required to have permits from a number of governmental agencies in order to conduct various aspects of its business. Compliance with these laws and regulations has not had, and in the future is not expected to have, a material effect on the capital expenditures, earnings or competitive position of the Company. There can be no assurance, however, that future changes in environmental laws or regulations, or in the criteria required to obtain or maintain necessary permits, will not have an adverse effect on the Company’s operations.

Lexmark is subject to legislation in an increasing number of jurisdictions that makes producers of electrical goods, including printers, financially responsible for specified collection, recycling, treatment and disposal of past and future covered products (sometimes referred to as “product take-back legislation”). There is no assurance that such existing or future laws will not have a material adverse effect on Lexmark’s operations or financial condition, although Lexmark does not anticipate that effects of product take-back legislation will be different or more severe for Lexmark than the impacts on others in the electronics industry.

Item 1A. Risk Factors

The following significant factors, as well as others of which we are unaware or deem to be immaterial at this time, could materially adversely affect our business, financial condition or operating results in the future. Therefore, the following information should be considered carefully together with other information contained in this report. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Continued economic weakness and uncertainty and foreign currency exchange rate fluctuations, could adversely impact the Company’s revenue, operating income and other financial results.

• The Company’s revenue is largely dependent on global economic conditions and the demand for its imaging products and associated supplies, solutions and services and capture, manage and access software solutions and services in the markets in which the Company competes. Continued global economic weakness and uncertainty could adversely affect the Company’s results in future periods. During times of economic uncertainty, demand for the Company’s products may decrease and may result in decreased revenue, operating income and other financial results.

• Foreign currency exchange rate fluctuations, particularly the Euro, the Canadian dollar, the South African Rand, the British Pound, the Mexican peso, the Brazilian real, the Philippine peso, the Australian dollar and the Argentine peso may adversely impact economic activity and the Company’s operating results.

• Restrictions on credit globally and credit risk associated with the Company’s customers, channel partners and the Company’s investment portfolio may also be adversely impacted by continued global economic weakness and uncertainty.

• The interest rate environment and general economic conditions could also impact the investment income the Company is able to earn on its investment portfolio.

• Continued softness in certain markets and industries, constrained IT spending, and uncertainty about global economic conditions could result in lower demand for the Company’s products, including supplies. Weakness in demand has resulted in intense price competition and may result in excessive inventory for the Company and/or its reseller channel, which may adversely affect sales, pricing, risk of obsolescence and/or other elements of the Company’s operating results. Ongoing weakness in demand for the Company’s hardware products may also cause erosion of the installed base of products over time, thereby reducing the opportunities for supplies sales in the future.

If the Company cannot successfully execute on its strategy to become an end-to-end solutions provider, the Company’s revenue and gross margin may suffer.

• Since the Company’s acquisition of Perceptive Software in June 2010, the Company’s strategy has been based on becoming an end-to-end solutions provider of imaging and content, process and output management solutions, enabling businesses to capture, manage and access critical unstructured information in the context of their business process. In executing that strategy, the Company has made significant investments in complementary software companies to enhance the Company’s solutions capabilities. The Company needs to continue integrating these new technologies into its solutions offerings and continue to focus the Company on delivering integrated imaging and content, process and output management solutions to businesses. Any failure to execute this strategy could adversely affect the Company’s revenue and gross margin.

Continued reductions in government spending could adversely impact the Company’s revenue, operating income and other financial results.

• A significant portion of the Company’s revenue is derived from contracts with the U.S federal, state and local governments and their agencies, as well as international governments and their agencies. Any reductions in U.S. or foreign government spending could significantly reduce demand for the Company’s hardware products, services and solutions. For example, the reduction in U.S. federal government spending that took effect in March 2013 resulted in deferred purchases of the Company’s hardware products and services during 2013. To a lesser extent, the Company also experienced reduced foreign government spending. Continued reductions in spending by U.S. or foreign governments could have a material adverse effect on the Company’s revenue, operating income and financial condition.

Decreased consumption of supplies could negatively impact the Company’s operating results.

• A significant portion of the Company’s revenue is derived from the sale of supplies. The Company’s future operating results may be adversely affected if the consumption of its supplies, including consumption of supplies by the Company’s legacy inkjet installed base, by end users of its products is lower than expected or declines, if there are declines in pricing, unfavorable mix and/or increased costs.

• Changes of printing behavior driven by adoption of electronic processes and/or use of mobile devices such as tablets and smart phones by businesses could result in a reduction in printing, which could adversely impact consumption of supplies.

Any failure by the Company to execute planned cost reduction measures timely and successfully could result in total costs and expenses that are greater than expected or the failure to meet operational goals as a result of such actions.

• In 2012, the Company announced certain actions to improve the Company’s profitability, including workforce reductions, the elimination of inkjet development worldwide, the exiting the manufacturing of inkjet hardware, and the closure by the end of 2015 of the Company’s Cebu, Philippines inkjet supplies manufacturing facility. After such announcement, the Company sold its inkjet supplies manufacturing facility to Funai Electric Co., Ltd. in May 2013. The Company expects to realize cost savings in the future through these actions and may announce future actions to further reduce its worldwide workforce and/or centralize its operations. The risks associated with these actions include potential delays in their implementation, particularly workforce reductions; increased costs associated with such actions; decreases in employee morale and the failure to meet operational targets due to unplanned departures of employees, particularly key employees and sales employees.

The competitive pricing pressure in the market may negatively impact the Company’s operating results.

• The Company and its major competitors, many of which have significantly greater financial, marketing and/or technological resources than the Company, have regularly lowered prices on their products and are expected to continue to do so. In particular, the laser printer market has experienced and is expected to continue to experience significant price pressure. Price reductions on laser products, including related supplies or the inability to reduce costs and expenses, could result in lower profitability and jeopardize the Company’s ability to grow or maintain its market share. In recent years, the gross margins on the Company’s hardware products have been under pressure as a result of competitive pricing pressures in the market. If the Company is unable to reduce costs to offset this competitive pricing or product mix pressure, and the Company is unable to support declining gross margins through the sale of supplies, the Company’s operating results and future profitability may be negatively impacted.

• The market for Perceptive Software’s products and services is highly competitive, and the Company expects competition will continue to intensify as the enterprise content, business content and document output markets mature. Perceptive Software competes with a large number of ECM, BPM and DOM providers that have significantly greater financial, marketing and/or technological resources than the Company. Perceptive Software could lose market share if its competitors introduce new products and services, add functionality to existing products, or reduce prices on their products and services. If such competitors lower prices with respect to competing products and services we could be forced to lower prices for Perceptive Software’s products and services, which could result in less revenue or reduced gross margins, either of which may negatively impact the Company’s operating results and future profitability.

The Company’s failure to manage inventory levels or production capacity may negatively impact the Company’s operating results.

• The Company’s performance depends in part upon its ability to successfully forecast the timing and extent of customer demand and reseller demand to manage worldwide distribution and inventory levels of the Company. Unexpected fluctuations (up or down) in customer demand or in reseller inventory levels could disrupt ordering patterns and may adversely affect the Company’s financial results, inventory levels and cash flows. In addition, the financial failure or loss of a key customer, reseller or supplier could have a material adverse impact on the Company’s financial results. The Company must also be able to address production and supply constraints, including product disruptions caused by quality issues, and delays or disruptions in the supply of key components necessary for production. Such delays, disruptions or shortages may result in lost revenue or in the Company incurring additional costs to meet customer demand. The Company’s future operating results and its ability to effectively grow or maintain its market share may be adversely affected if it is unable to address these issues on a timely basis.

Changes in the Company’s tax provisions or tax liabilities could negatively impact the Company’s profitability.

• The Company’s future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions where the Company has lower statutory tax rates and higher than anticipated in jurisdictions where the Company has higher statutory tax rates, by changes in the valuation of the Company’s deferred tax assets and liabilities, as a result of gains on the management of the Company’s foreign exchange risks, or changes in tax laws, regulations, and accounting principles. The Company is subject to regular review and audit by both domestic and foreign tax authorities. Any adverse outcome of such a review or audit could have a negative effect on the Company’s operating results and financial condition.

• In addition, the determination of the Company’s worldwide provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. Although the Company, and its legal and financial advisors, believe the Company’s estimates are reasonable, the ultimate tax

outcome may differ from the amounts recorded in the Company’s financial statements and may materially affect the Company’s financial results in the period or periods for which such determination is made. A material assessment by a taxing authority or a decision to repatriate foreign cash could adversely affect the Company’s profitability.

The revenue and profitability of our operations have historically varied, which makes our future financial results less predictable.

• The Company’s revenue, gross margin and profit vary among our hardware, software, supplies and services, product groups and geographic markets and therefore will likely be different in future periods than our current results. Overall gross margins and profitability in any given period is dependent upon the hardware/software/supplies mix, the mix of hardware products sold, and the geographic mix reflected in that period’s revenue. Overall market trends, seasonal market trends, competitive pressures, pricing, commoditization of products, increased component or shipping costs and other factors may result in reductions in revenue or pressure on gross margins in a given period.

The Company’s inability to develop new products and enhance existing products to meet customer product requirements on a cost competitive basis may negatively impact the Company’s operating results.

• The Company’s future operating results may be adversely affected if it is unable to continue to develop, manufacture and market products that are reliable, competitive, and meet customers’ needs. The markets for laser products and associated supplies and content/process management software are aggressively competitive, especially with respect to pricing and the introduction of new technologies and products offering improved features and functionality. In addition, the introduction of any significant new and/or disruptive technology or business model by a competitor that substantially changes the markets into which the Company sells its products or demand for the products sold by the Company could severely impact sales of the Company’s products and the Company’s operating results. The impact of competitive activities on the sales volumes or revenue of the Company, or the Company’s inability to effectively deal with these competitive issues, could have a material adverse effect on the Company’s ability to attract and retain OEM customers and maintain or grow market share. The competitive pressure to develop technology and products and to increase the Company’s investment in research and development and marketing expenditures also could cause significant changes in the level of the Company’s operating expense.

Conflicts among various sales channels may negatively impact the Company’s operating results.

• The Company markets and sells its products through several sales channels. The Company has also advanced a strategy of forming alliances and OEM arrangements with many companies. The Company’s future operating results may be adversely affected by any conflicts that might arise between or among its various sales channels, the volume reduction in or loss of any alliance or OEM arrangement.

The Company may experience difficulties in product transitions negatively impacting the Company’s performance and operating results.

• The introduction of products by the Company or its competitors, or delays in customer purchases of existing products in anticipation of new product introductions by the Company or its competitors and market acceptance of new products and pricing programs, any disruption in the supply of new or existing products as well as the costs of any product recall or increased warranty, repair or replacement costs due to quality issues, the reaction of competitors to any such new products or programs, the life cycles of the Company’s products, as well as delays in product development and manufacturing, and variations in cost, including but not limited to component parts, raw materials, commodities, energy, products, labor rates, distributors, fuel and variations in supplier terms and conditions, may impact sales, may cause a buildup in the Company’s inventories, make the transition from current products to new products difficult and could adversely affect the Company’s future operating results.

Due to the international nature of our business, changes in a country’s or region’s political or economic conditions or other factors could negatively impact the Company’s revenue, financial condition or operating results.

• Revenue derived from international sales made up more than half of the Company’s revenue in 2013. Accordingly, the Company’s future results could be adversely affected by a variety of factors, including changes in a specific country’s or region’s political or economic conditions; foreign currency exchange rate fluctuations; trade protection measures; local labor regulations; import, export or other licensing requirements; requirements related to making foreign direct investments; and unexpected changes in legal or regulatory requirements. In addition, changes in tax laws and the ability to repatriate cash accumulated outside the U.S. in a tax efficient manner may adversely affect the Company’s financial results, investment flexibility and operations. Moreover, margins on international sales tend to be lower than those on domestic sales, and the Company believes that international operations in emerging geographic markets will be less profitable than operations in the U.S. and European markets, in part, because of the higher investment levels for marketing, selling and distribution required to enter these markets.

• In many foreign countries, particularly those with developing economies, it is common for local business practices to be prohibited by laws and regulations applicable to the Company, such as employment laws, fair trade laws or the Foreign Corrupt Practices Act. Although the Company implements policies and procedures designed to ensure compliance with these laws, our employees, contractors and agents, as well as those business partners to which we outsource certain of our business operations, may take actions in violation of our policies. Any such violation, even if prohibited by our policies, could have a material adverse effect on our business and our reputation. Because of the challenges in managing a geographically dispersed workforce, there also may be additional opportunities for employees to commit fraud or personally engage in practices which violate the policies and procedures of the Company.

The failure of the Company’s information technology systems or the Company’s failure to successfully implement new information technology systems, may negatively impact the Company’s operating results.

• The Company depends on its information technology systems for the development, manufacture, distribution, marketing, sales and support of its products and services. Any failure in such systems, or the systems of a partner or supplier, may adversely affect the Company’s operating results. The Company also may not be successful in implementing new systems or transitioning data. Because vast quantities of the Company’s products flow through only a few distribution centers to provide product to various geographic regions, the failure of information technology systems or any other disruption affecting those product distribution centers could have a material adverse impact on the Company’s ability to deliver product and on the Company’s financial results.

If the Company’s data protection or other security measures are compromised and, as a result, the Company’s data, the Company’s customers’ data or the Company’s IT systems are accessed improperly, made unavailable, or improperly modified, the Company’s products and services may be perceived as vulnerable, its brand and reputation could be damaged, the IT services the Company provides could be disrupted, and customers may stop using the Company’s products and services, all of which could reduce the Company’s revenue and earnings and expose the Company to legal claims and regulatory actions.

• The Company’s products and services store, retrieve, manipulate and manage the Company’s customers’ information and data as well as the Company’s own. The Company has invested a great deal of time and resources in protecting the integrity and security of the Company’s products, services and internal and external data being managed. Nevertheless, computer hackers will attempt to penetrate or bypass the Company’s data protection and other security measures and gain unauthorized access to its networks, systems and data or compromise the confidential information or data of the Company’s customers. Computer hackers may be able to develop and deploy IT related viruses, worms, and other malicious software programs that could attack the Company’s products and services, exploit potential security vulnerabilities of the Company’s products and services, create system disruptions and cause shutdowns or denials of service. Data may also be accessed or modified improperly as a result of employee or supplier error or malfeasance and third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to the Company’s data and/or the Company’s customers’ data.

• These risks for the Company will increase as the Company continues to grow the Company’s cloud-based offerings and services and store and process increasingly large amounts of the Company’s customers’ confidential information and data and host or manage parts of the Company’s customers’ businesses in cloud-based IT environments, especially in customer sectors involving particularly sensitive data such as medical information, financial services and the government.

• If a cyberattack or other security incident described above were to allow unauthorized access to or modification of the Company’s customers’ data, the Company’s own data or the Company’s IT systems, or if the services provided to the Company’s customers were disrupted, or if its products or services are perceived as having security vulnerabilities, the Company could suffer damage to its brand and reputation. This could result in reduced revenue and earnings. The costs the Company would incur to address and fix these security incidents would increase its expenses. These types of security incidents could also lead to lawsuits, regulatory investigations and claims and increased legal liability, including in some cases contractual costs related to customer notification and fraud monitoring.

• Further, as regulatory focus on privacy issues continues to increase and worldwide laws and regulations concerning the protection of personal information expand and become more complex, these potential risks to the Company’s business will intensify. Changes in laws or regulations associated with the protection of certain types of data, such as healthcare data or other personally identifiable information, could greatly increase the Company’s cost of providing its products and services.

The Company’s reliance on international production and distribution facilities, international manufacturing partners and certain key suppliers could negatively impact the Company’s operating results.

• The Company relies in large part on its international production facility located in Mexico and international manufacturing and distribution partners, many of which are located in China, Japan, Thailand, Brazil, Poland and the Philippines, for the

manufacture of its products and key components of its products. Future operating results may be adversely affected by several factors, including, without limitation, if the Company’s international operations or manufacturing and distribution partners are unable to perform or supply products reliably, if there are disruptions in international trade, trade restrictions, import duties, “Buy American” constraints, disruptions at important geographic points of exit and entry, if there are difficulties in transitioning such manufacturing activities among the Company, its international operations and/or its manufacturing and distribution partners, or if there arise production and supply constraints which result in additional costs to the Company. The financial failure or loss of a sole supplier or significant supplier of products or key components, or their inability to produce the required quantities, could result in a material adverse impact on the Company’s operating results.

Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.

• Our worldwide operations and those of our manufacturing partners, suppliers, and freight transporters, among others, are subject to natural and manmade disasters and other business interruptions such as earthquakes, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, environmental hazards, power shortages, water shortages and telecommunications failures. The occurrence of any of these business disruptions could result in significant losses to the Company, seriously harm the Company’s revenue, profitability and financial condition and increase the Company’s costs and expenses.. The consolidation of certain functions into shared service centers and movement of certain functions to lower cost countries by the Company in recent year increases the probability and impact of business disruptions over time.

The entrance of additional competitors that are focused on imaging solutions and software solutions, including content, process and document output management software solutions, could negatively impact the Company’s strategy and operating results.

• The entrance of additional competitors that are focused on imaging solutions and services could further intensify competition in the laser printer market and could have a material adverse impact on the Company’s strategy and financial results.

• The Company acquired Perceptive Software in 2010 and has made significant investments in complementary software companies since then to strengthen its industry workflow solutions and to compete in the content, process and document output management software solutions market. The entrance of additional competitors that are focused on such solutions could materially impact the Company’s strategy to expand in this market and adversely affect the Company’s financial results.

The Company may fail to realize all of the anticipated benefits of any investments, acquisitions or other significant transactions, which could harm our financial results.

• As part of our strategy of becoming an end-to-end solutions provider, the Company routinely discusses, evaluates opportunities, and may enter into agreements regarding possible investments, acquisitions, and other transactions. Such transactions, including our acquisitions of Perceptive Software in 2010; Pallas Athena in 2011; Brainware, Nolij, ISYS and Acuo Technologies in 2012; and AccessVia, Twistage, Saperion and Pacsgear in 2013, routinely involve significant risks and challenges and the Company may not be able to realize all of the anticipated benefits of such transactions. The Company may not be able to identify suitable opportunities on terms acceptable to the Company. The transaction may fail to advance the Company’s business strategy of becoming an end-to-end solutions provider. The Company may not realize a satisfactory return on our investment. The Company’s due diligence process may fail to identify significant issues with an acquired company’s products, financial disclosures, accounting practices or internal control deficiencies. The Company may not be able to obtain regulatory or other approvals required for the transaction. The future business operations of an acquired entity may not be successful. The Company may not be able to realize expense synergies and revenue expansion goals. Disruptions from the transaction could harm relationships with the Company’s or the acquired entity’s existing customers, business partners, employees and suppliers. The Company’s acquisition or other investment may lead to litigation. Intangible assets and goodwill recognized by the Company in the acquisition could become impaired if subsequent measurements of fair value and implied value, respectively, do not support the carrying values of such assets.

• The Company’s acquisitions present significant challenges and risks relating to the integration of the newly acquired business into the Company, and there can be no assurances that the Company will manage the integration of the newly acquired business successfully. The Company is in the process of integrating the newly acquired businesses, and each of these acquisitions pose integration challenges, including the retention of customers and key employees, capitalizing on revenue synergies, and the difficulty of integrating business systems and technology. The Company’s management may be required to spend significant amount of time and resources to integrate these newly acquired businesses and the anticipated benefits of the acquisition may take longer to achieve, if at all. If the Company fails to integrate the newly acquired businesses on a timely basis, the Company may not meet its expectations regarding the profitability of such acquisitions, which could have an adverse impact on the Company’s business, financial condition and operating results.

The Company’s inability to perform satisfactorily under service contracts for managed print services or software services may negatively impact the Company’s strategy and operating results.

• The Company’s inability to perform satisfactorily under service contracts for managed print services and other customer services may result in the loss of customers, loss of reputation and/or financial consequences that may have a material adverse impact on the Company’s financial results and strategy.

Increased competition in the Company’s aftermarket supplies business may negatively impact the Company’s revenue and gross margins.

• Refill, remanufactured, clones, counterfeits and other compatible alternatives for some of the Company’s cartridges are available and compete with the Company’s supplies business. The Company expects competitive supplies activity to increase. Various legal challenges and governmental activities may intensify competition for the Company’s aftermarket supplies business.

New legislation, fees on the Company’s products or litigation costs required to protect the Company’s rights may negatively impact the Company’s cost structure, access to components and operating results.

• Certain countries (primarily in Europe) and/or collecting societies representing copyright owners’ interests have commenced proceedings to impose fees on devices (such as scanners, printers and multifunction devices) alleging the copyright owners are entitled to compensation because these devices enable reproducing copyrighted content. Other countries are also considering imposing fees on certain devices. The amount of fees, if imposed, would depend on the number of products sold and the amounts of the fee on each product, which will vary by product and by country. The financial impact on the Company, which will depend in large part upon the outcome of local legislative processes, the Company’s and other industry participants’ outcome in contesting the fees and the Company’s ability to mitigate that impact by increasing prices, which ability will depend upon competitive market conditions, remains uncertain. The outcome of the copyright fee issue could adversely affect the Company’s operating results and business.

The Company’s inability to obtain and protect its intellectual property and defend against claims of infringement by others may negatively impact the Company’s operating results.

• The Company’s success depends in part on its ability to develop technology and obtain patents, copyrights and trademarks, and maintain trade secret protection, to protect its intellectual property against theft, infringement or other misuse by others. The Company must also conduct its operations without infringing the proprietary rights of others. Current or future claims of intellectual property infringement could prevent the Company from obtaining technology of others and could otherwise materially and adversely affect its operating results or business, as could expenses incurred by the Company in obtaining intellectual property rights, enforcing its intellectual property rights against others or defending against claims that the Company’s products infringe the intellectual property rights of others, that the Company engages in false or deceptive practices or that its conduct is anti-competitive.

The inability to attract, retain and motivate key employees could adversely affect the Company’s operating results.

• In order to compete, the Company must attract, retain, and motivate executives and other key employees, and its failure to do so could harm the Company’s results of operations. Hiring and retaining qualified executives, engineers, technical staff, sales, marketing and IT support positions are critical to the Company’s business, and competition for experienced employees in our industry can be intense. To help attract, retain, and motivate qualified employees, the Company must offer a competitive compensation package, including cash, cash-based incentive awards and share-based incentive awards, such as restricted stock units. Because the cash-based and share-based incentive awards are dependent upon the performance conditions relating to the Company’s performance and the performance of the price of the Company’s common stock, the future value of such awards are uncertain. If the anticipated value of such incentive awards does not materialize, or if the total compensation package ceases to be viewed as competitive, the Company’s ability to attract, retain, and motivate employees could be weakened, which could harm the Company’s results of operations.

Terrorist acts, acts of war or other political conflicts may negatively impact the Company’s ability to manufacture and sell its products.

• Terrorist attacks and the potential for future terrorist attacks have created many political and economic uncertainties, some of which may affect the Company’s future operating results. Future terrorist attacks, the national and international responses to such attacks, and other acts of war or hostility may affect the Company’s facilities, employees, suppliers, customers, transportation networks and supply chains, or may affect the Company in ways that are not capable of being predicted presently.

Part II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Lexmark’s Class A Common Stock is traded on the New York Stock Exchange under the symbol “LXK.” As of February 14, 2014, there were 1,761 holders of record of the Class A Common Stock and there were no holders of record of the Class B Common Stock. Information regarding the market prices of the Company’s Class A Common Stock appears in Part II, Item 8, Note 22 of the Notes to Consolidated Financial Statements.

Dividend Policy

A dividend of $0.25 per common share was declared on February 23, 2012. Dividends of $0.30 per common share were declared on April 26, 2012, July 26, 2012, October 25, 2012, February 21, 2013, April 25, 2013, July 25, 2013, October 24, 2013 and February 20, 2014. Refer to Part II, Item 8, Notes 15 and 21 of the Notes to Consolidated Financial Statements for more information regarding dividends.

Lexmark is continuing to execute on its stated capital allocation framework of returning, on average, more than 50 percent of free cash flow (net cash flows provided by operating activities minus purchases of property, plant and equipment plus proceeds from sale of fixed assets) to its shareholders through dividends and share repurchases while pursuing acquisitions and organic investments that support the strengthening and growth of the Company. The Company anticipates paying dividends quarterly, though future declarations of dividends are subject to Board of Directors’ approval and may be adjusted as business needs or market conditions change.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased (2)		Average Price Paid per Share (2)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)(2)
October 1-31, 2013	479,955	$	35.42	479,955	$	171.9
November 1-30, 2013	79,416		37.78	79,416		168.9
December 1-31, 2013	–		–	–		168.9
Total	559,371	$	35.75	559,371

(1) Information regarding the Company’s share repurchases can be found in Part II, Item 8, Note 15 of the Notes to Consolidated Financial Statements.

(2) On October 24, 2013, the Company entered into an Accelerated Share Repurchase (“ASR”) Agreement with a financial institution counterparty. Under the terms of the ASR Agreement, the Company paid $20.0 million targeting approximately 0.6 million shares based on the closing price of the Company’s Class A Common Stock on October 24, 2013. On October 29, 2013, the Company took delivery of 85% of the shares, or approximately 0.5 million shares at a cost of $17 million. On November 27, 2013, the counterparty delivered approximately 0.1 million additional shares in final settlement of the agreement, bringing the total shares repurchased under the ASR to approximately 0.6 million shares at an average price per share of $35.75.

Item 6. SELECTED FINANCIAL DATA

The table below summarizes recent financial information for the Company. For further information refer to the Company’s Consolidated Financial Statements and Notes thereto presented under Part II, Item 8 of this Form 10-K.

(Dollars in Millions, Except per Share Data)

	2013		2012		2011		2010		2009
Statement of Earnings Data:
Revenue (1)	$	3,667.6	$	3,797.6	$	4,173.0	$	4,199.7	$	3,879.9
Cost of revenue (1)(2)(3)		2,223.7		2,395.8		2,608.9		2,677.7		2,562.8
Gross profit		1,443.9		1,401.8		1,564.1		1,522.0		1,317.1

Research and development (1)(3)		287.2		369.1		405.9		364.8		359.3
Selling, general and administrative (1)(2)(3)		810.1		805.1		788.5		694.6		641.6
Gain on sale of inkjet-related technology and assets (1)		(73.5)		–		–		–		–
Restructuring and related charges (2)		10.9		36.1		2.0		2.4		70.6
Operating expense		1,034.7		1,210.3		1,196.4		1,061.8		1,071.5
Operating income (1)(2)(3)		409.2		191.5		367.7		460.2		245.6

Non-operating expenses		40.8		29.1		29.3		25.5		29.1
Earnings before income taxes (1)(2)(3)		368.4		162.4		338.4		434.7		216.5

Provision for income taxes (4)		106.6		54.8		63.2		84.5		55.3
Net earnings (1)(2)(3)(4)	$	261.8	$	107.6	$	275.2	$	350.2	$	161.2
Diluted net earnings per common share (1)(2)(3)(4)	$	4.08	$	1.55	$	3.53	$	4.41	$	2.05
Shares used in per share calculation		64.1		69.5		77.9		79.5		78.6
Cash dividends declared per common share	$	1.20	$	1.15	$	0.25	$	–	$	–
Statement of Financial Position Data:
Cash, cash equivalents and current marketable securities	$	1,054.7	$	905.8	$	1,149.4	$	1,217.2	$	1,132.5
Working capital		824.8		476.6		1,084.2		1,022.0		948.9
Total assets		3,619.5		3,525.3		3,640.2		3,706.8		3,350.4
Total debt		699.6		649.6		649.3		649.1		648.9
Stockholders' equity		1,368.3		1,281.5		1,394.9		1,396.0		1,009.7
Other Key Data:
Debt to total capital ratio (5)		34%		34%		32%		32%		39%

During 2013, the Company changed its accounting policy for pension and other postretirement benefit plan asset and actuarial gains and losses. Under the new accounting policy, these gains and losses will be recognized in net periodic benefit cost in the year in which they occur rather than amortized over time. Results for all periods presented in this Annual Report on Form 10-K reflect the retrospective application of this accounting policy change. Refer to Part II, Item 8, Note 2 of the Notes to Consolidated Financial Statements for additional information.

(1) Refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Acquisition-Related Adjustments and Part II, Item 8, Note 4 of the Notes to Consolidated Financial Statements for more information on the Company’s acquisitions and pre-tax charges related to amortization of intangible assets and other acquisition-related costs and integration expenses for 2013, 2012 and 2011. Refer to Part II, Item 8, Note 4 of the Notes to Consolidated Financial Statements for more information on the Company’s divestiture-related adjustments for 2013. Refer to Part II, Item 8, Note 20 of the Notes to Consolidated Financial Statements for more information on the Company’s reportable segment Revenue and Operating income (loss) for 2013, 2012 and 2011.

The Company acquired Perceptive Software in the second quarter of 2010. Perceptive Software Revenue and Operating income (loss) included in the table above for 2010 (subsequent to the acquisition) were $37.3 million and $(16.0) million, respectively. The Company incurred pre-tax charges of $19.1 million in 2010 related to acquisitions, primarily Perceptive Software, including $12.0 million related to amortization of intangible assets and $7.1 million of other acquisition-related costs and integration expenses. Amortization of intangible assets is included in Cost of revenue and Selling, general and administrative in the amount of $9.1 million and $2.9 million, respectively. Other acquisition-related costs and integration expenses are included in Selling, general and administrative.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto presented under Part II, Item 8 of this Form 10-K.

OVERVIEW

Products and Segments

Lexmark makes it easier for businesses of all sizes to improve their business processes by enabling them to capture, manage and access critical unstructured business information in the context of their business processes while speeding the movement and management of information between the paper and digital worlds. Since its inception in 1991, Lexmark has become a leading developer, manufacturer and supplier of printing, imaging, device management, MPS, document workflow and, more recently, business process and content management solutions. The Company operates in the office printing and imaging, ECM, BPM, DOM, intelligent data capture and search software markets. Lexmark’s products include laser printers and multifunction devices, dot matrix printers and the associated supplies/solutions/services, as well as ECM, BPM, DOM, intelligent data capture, search and web-based document imaging and workflow software solutions and services.

The Company is primarily managed along two segments: ISS and Perceptive Software.

• ISS offers a broad portfolio of monochrome and color laser printers and laser MFPs, as well as supplies, software applications, software solutions and MPS to help businesses efficiently capture, manage and access information. Laser based products within the distributed printing market primarily serve business customers. ISS employs large-account sales and marketing teams whose mission is to generate demand for its business printing solutions and services, primarily among large corporations, small and medium businesses, as well as the public sector. These sales and marketing teams primarily focus on industries such as financial services, retail, manufacturing, education, government and health care. ISS distributes and fulfills its products to business customers primarily through its well-established distributor and reseller network. The ISS distributor and reseller network includes IT Resellers, Direct Marketing Resellers, and Copier Dealers. ISS also sells its products through numerous alliances and OEM arrangements.

• Perceptive Software offers a complete suite of ECM, BPM, DOM, intelligent data capture, search software and medical imaging VNA software products and solutions. The ECM and BPM software and services markets primarily serve business customers. Perceptive Software uses a direct to market sales and broad lead generation approach, employing internal sales and marketing teams that are segmented by industry sector — specifically healthcare, education, public sector/government, and cross industry, which includes areas such as retail, banking, insurance and manufacturing. Perceptive Software also offers a direct channel partner program that allows authorized third-party resellers to market and sell Perceptive Software products and solutions to a distributed market. Perceptive Software has two general forms of software agreements with its customers, perpetual licenses and subscription services.

Refer to Part II, Item 8, Note 20 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s reportable segments, which is incorporated herein by reference.

Key Messages

2013

Lexmark is focused on driving long-term performance by strategically investing in technology, hardware and software products and solutions to secure high value product installations and capture profitable supplies, software maintenance and service annuities in document-intensive industries and business processes in distributed environments. The Company continues the transition to a solutions company as it shifts from a hardware-centric company to a solutions company providing end-to-end solutions that allow customers to bridge the paper and digital worlds and the unstructured and structured content/process worlds. Lexmark provides comprehensive capabilities to allow customers to manage their print and MFP environment, including MPS. The Company also continues to build its capabilities to help customers capture, manage and access unstructured content, in any form, through both organic investment and acquisitions.

The Company continues a strategic focus on growing its MPS offerings and the placement of high-end hardware. The Company also continues the strategic focus on expansion in solutions and software capabilities, to both strengthen its MPS offerings and grow its non-printing related software solutions business focused in the ECM, BPM and DOM markets. These strategic focus areas are intended to increase our penetration in the business segment. The business segment tends to have higher page generating and more software intensive application requirements, which drive increasing levels of supplies and software maintenance and support revenue.

In order to support these strategic focus areas, and to allow Lexmark to participate in the growing market to manage unstructured data and processes, and to further strengthen the Company’s products, content/business process management solutions and MPS, the Company acquired Brainware, Nolij, ISYS and Acuo Technologies in 2012, and Twistage, Access Via, Saperion and Pacsgear in 2013. These acquisitions are included in the Perceptive Software segment.

While focusing on core strategic initiatives, Lexmark has taken actions over the last few years to improve its cost and expense structure. As a result of restructuring initiatives, significant changes have been implemented, from the consolidation and reduction of the manufacturing and support infrastructure and the increased use of shared service centers in low-cost countries, to the exit of inkjet technology. In 2012, the Company announced restructuring actions including exiting the development and manufacturing of its remaining inkjet hardware. In the second quarter of 2013, the Company and Funai Electric Co., Ltd. (“Funai”) entered into a Master Inkjet Sale Agreement of the Company’s inkjet-related technology and assets to Funai for total cash consideration of $100 million. Included in the sale were one of the Company’s subsidiaries, certain intellectual property and other assets of the Company. The Company will continue to provide service, support and aftermarket supplies for its current inkjet installed base. The sale closed in the second quarter of 2013. With this announcement, Lexmark has focused its printing and MFP development activities solely in laser- based technologies.

During the fourth quarter of 2013, the Company changed its accounting policy for pension and other postretirement benefit plan asset and actuarial gains and losses. Under the new accounting policy, these gains and losses will be recognized in net periodic benefit cost in the year in which they occur rather than amortized over time. In addition, in the fourth quarter of 2013, Lexmark changed its method of allocating the elements of net periodic pension and other postretirement plan benefit cost to reporting segments. Results for all periods presented in this Annual Report on Form 10-K reflect the retrospective application of the accounting policy and segment allocation changes. Refer to Part II, Item 8, Notes 2 and 20 of the Notes to Consolidated Financial Statements for additional information.

The Company remains committed on its stated capital allocation framework of returning, on average, more than 50 percent of free cash flow to its shareholders through dividends and share repurchases while pursuing acquisitions and organic investments that support the strengthening and growth of the Company.

Lexmark’s 2013 revenue was down 3% YTY, primarily due to the decline in inkjet revenue related to the decision to exit inkjet technology. Operating income increased 114% YTY primarily driven by cost and expense reductions executed in 2012 and 2013 related to the Company’s 2012 Restructuring actions, a $69.2 million, net pre-tax divestiture-related benefit ($73.5 million gain on sale offset partially by $4.3 million of divestiture-related costs), and a pension and other postretirement benefit plan asset and actuarial net gain of $83.0 million.

As in 2013, the Company is focused in 2014 on revenue and profit growth from the strategic imaging and software segments of the business, particularly MPS offerings and Perceptive Software. While this growth will be dampened by the remaining Inkjet Exit headwind in 2014, this headwind will decline over time.

Refer to the section entitled “RESULTS OF OPERATIONS” that follows for a further discussion of the Company’s results of operations.

Trends and Opportunities

Market trends driving long-term growth include:

• Continued adoption of color and graphics output in business;

• Advancements in electronic movement of information, driving a continued shift in pages away from centralized commercial printing and document scanning to distributed printing and mobile capture by end users when and where it is convenient to do so;

• Continued convergence between printers, scanners, copiers and fax machines into single, integrated multifunction and all-in-one devices;

• Increasing ability of multi-function printing devices and mobile devices to integrate into business process workflow solutions and enterprise content management systems;

• Continued digitization of information and the electronic distribution of information, driving the explosive growth of unstructured digital information, such as office documents, emails, web pages, images, video and audio files;

• Customer desire to have a third party manage their output environment;

• Ongoing emphasis on improving business process efficiency and driving costs out of the organization by better managing enterprise content and associated processes;

• Increasing need to capture, manage and access content from any location or any device, including mobile access and mobile workflow participation, while ensuring content security; and

• Growing desire to unify structured data in business systems with unstructured digital content to make the unstructured content more valuable and actionable within business functions.

• Increasing need in the healthcare industry to unify structured patient data, that is now typically stored in an EMR system, with unstructured content, that includes medical imaging studies and other patient documents and content such as lab reports, to enable easy unified access by clinical staff and referring physicians, across the healthcare continuum to improve clinical and business outcomes.

As a result of these market trends, Lexmark has growth opportunities in monochrome and color laser printers and MFPs, MPS, as well as fleet management, ECM, BPM, DOM, intelligent data capture, search and medical imaging vendor neutral archive software products and solutions.

While profit margins on printers and MFPs have been negatively affected by competitive pricing pressure, supplies sales are higher margin and recurring. In general, as the printing and imaging market matures and printer and copier-based product markets continue to converge, the Company’s management expects competitive pressures to continue.

Lexmark’s dot matrix printers include mature products that require little ongoing investment. The Company expects that the market for these products will continue to decline, and has implemented a strategy to continue to offer high-quality products while managing cost to maximize cash flow and profit.

Management sees growth opportunities in large/global enterprises with a distributed workforce, in organizations that are seeking to optimize their content-related infrastructure and reduce costs, and in functional areas where workers rely on mobile devices for productivity.

The demand for ECM solutions is strong in developed and emerging markets alike, representing a considerable growth opportunity for Perceptive Software. Lexmark’s products are already installed in geographies around the world, and management believes this global customer base serves as an impetus for additional installations for Perceptive Software outside of North America. Customers continue to purchase ECM solutions that result in greater efficiency and productivity in their various lines of business and back office operations.

Business systems such as enterprise resource planning (“ERP”), EMR, and customer relationship management (“CRM”) systems represent a mature market and remain vital applications but do not satisfy an organization’s enterprise content management needs. The Company expects organizations to continue to look to ECM and BPM solutions to complete their enterprise information infrastructure, increasing the value of their core business system investments and leading to gains in efficiency.

Challenges and Risks

In recent years, Lexmark and its principal competitors, many of which have significantly greater financial, marketing and/or technological resources than the Company, have regularly lowered prices on printers and are expected to continue to do so. Other challenges and risks faced by Lexmark include:

• New product announcements by ISS’ principal competitors can have, and in the past, have had, a material impact on the Company’s financial results.

• The Company’s future operating results may be adversely affected by the Company’s exit from future hardware development and manufacturing of inkjet printers if the consumption of inkjet aftermarket supplies used in the Company’s legacy inkjet installed base is less than expected.

• With the convergence of traditional printer and copier markets, major laser competitors now include traditional copier companies

• The Company expects competition will continue to intensify as the ECM and BPM markets consolidate. The Company sees other competitors and the potential for new entrants into the ECM and BPM markets possibly having an impact on the Company’s strategy to expand in these markets.

• Lexmark expects that as it competes with larger competitors, the Company may attract more frequent challenges, both legal and commercial, including claims of possible intellectual property infringement.

• Refill, remanufactured, clones, counterfeits and other compatible alternatives for some of ISS’ toner and ink cartridges are available and compete with ISS’ supplies business. However, these alternatives may result in inconsistent quality and reliability. As the installed base of laser and inkjet products matures, the Company expects competitive supplies activity to increase.

• Historically, the Company has not experienced significant supplies pricing pressure, but if supplies pricing was to come under significant pressure, the Company’s financial results could be materially adversely affected.

• Global economic uncertainty and difficulties in the financial markets could impact the Company’s future operating results.

• Changes in printing behavior driven by adoption of electronic processes and/or use of mobile devices such as tablets and smart phones by businesses could result in a reduction in printing, which could adversely impact consumption of supplies.

Refer to the sections entitled “Competition – ISS” and “Competition – Perceptive Software” in Item 1, which are incorporated herein by reference, for a further discussion of major uncertainties faced by the industry and the Company. Additionally, refer to the section entitled “Risk Factors” in Item 1A, which is incorporated herein by reference, for a further discussion of factors that could impact the Company’s operating results.

Strategy and Initiatives

maintenance and services revenue. The Company’s management believes that Lexmark has the following strengths related to this business model:

• Lexmark is highly focused on delivering printing, imaging, and content and process management software solutions and services for specific industries and business processes in distributed work environments.

• Lexmark internally develops both monochrome and color laser printing technology

• Lexmark, through Perceptive Software, also internally develops content and process management software that includes DOM, intelligent capture, search, rich content management, and healthcare specific medical imaging and VNA software products as well as corresponding industry tailored solutions to help companies manage the lifecycle of their content and business processes all in the context of their existing enterprise applications.

• Lexmark has leveraged its technological capabilities and its commitment to flexibility and responsiveness to build strong relationships with large-account customers and channel partners.

Lexmark’s strategy involves the following core strategic initiatives:

• Invest in technology, hardware and software products and solutions to secure high value product installations and capture profitable supplies, software subscription, and maintenance and service annuities in document-intensive industries and business processes;

• Target and capture business customers, markets and channels that drive higher page generation and supplies usage; and

• Advance and grow the Company’s ECM and BPM business worldwide.

Refer to the section entitled “Strategy” in Item 1, which is incorporated herein by reference, for a further discussion of the Company’s strategies and initiatives.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Lexmark’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, as well as disclosures regarding contingencies. Lexmark bases its estimates on historical experience, market conditions, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Refer to Part II, Item 8, Note 2 of the Notes to Consolidated Financial Statements for the summary of significant accounting policies. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably likely to occur could materially impact the financial statements. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue Recognition

Revenue recognition may be impacted by the Company’s ability to estimate sales incentives and expected returns.

For customer programs and incentives, Lexmark records estimated reductions to revenue at the time of sale for customer programs and incentive offerings including special pricing agreements, promotions and other volume-based incentives. Estimated reductions in revenue are based upon historical trends and other known factors at the time of sale. Lexmark also records estimated reductions to revenue for price protection, which it provides to substantially all of its distributor and reseller customers. The amount of price protection is limited based on the amount of dealers’ and resellers’ inventory on hand (including in-transit inventory) as of the date of the price change. If market conditions were to decline, Lexmark may take actions to increase customer incentive offerings or reduce prices, possibly resulting in an incremental reduction of revenue at the time the incentive is offered.

The Company also records estimated reductions to revenue at the time of sale related to its customers’ right to return product. Estimated reductions in revenue are based upon historical trends of actual product returns as well as the Company’s assessment of its products in the channel. Provisions for specific returns from large customers are also recorded as necessary.

Multiple Element Arrangements

The Company also enters into multiple element agreements with customers which may involve the provisions of hardware and/or software, supplies, customized services such as installation, maintenance, and enhanced warranty services, and separately priced maintenance services. These bundled arrangements typically involve capital or operating leases, or upfront purchases of hardware or software products with services and supplies provided per contract terms or as needed.

The Company uses its best estimate of selling price (“BESP”) when allocating the transaction price for many of its product and service deliverables as permitted under the accounting guidance for multiple element arrangements when sufficient vendor specific objective evidence (“VSOE”) and third party evidence do not exist. BESP for the Company’s product deliverables is determined by utilizing a weighted average price approach which starts with a review of historical stand-alone sales data. Prior sales are grouped by product and key data points utilized such as the average unit price and the weighted average price in order to incorporate the frequency of each product sold at any given price. Due to the large number of product offerings, products are then grouped into common product categories (families) incorporating similarities in function and use and a BESP discount is determined by common product category. This discount is then applied to product list price to arrive at a product BESP. Best estimate of selling price for the Company’s service deliverables is determined by utilizing a cost plus margin approach as the Company does not typically sell its services on a stand-alone basis. The Company generally uses third party suppliers to provide the services component of its multiple element arrangements, thus the cost of services is generally that which is invoiced to the Company, but may also include cost estimates based on parts, labor, overhead and estimates of the number of service actions to be performed. A margin is applied to the cost of services in order to determine a best estimate of selling price, and is primarily based on consideration of internal factors such as margin objectives and pricing practices as well as competitor pricing strategies.

For multiple element agreements that include software deliverables accounted for under the industry-specific revenue recognition guidance, relative selling price must be determined by VSOE, which is based on company specific stand-alone sales data or renewal rates. For software arrangements, the Company typically uses the residual method to allocate arrangement consideration as permitted under the industry-specific revenue recognition guidance.

Multiple element arrangements and software and related services represent a smaller, but faster growing portion of the Company’s overall business. Pricing practices could be modified in the future as the Company’s go-to-market strategies evolve. Such changes could impact BESP and VSOE, which would change the pattern and timing of revenue recognition for individual elements but would not change the total revenue recognized for the arrangements.

Refer to Part II, Item 8, Note 2 of the Notes to Consolidated Financial Statements for information regarding the Company’s policy for revenue recognition.

Allowances for Doubtful Accounts

Lexmark maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of its customers, unusual macroeconomic conditions and historical experience. If the financial condition of its customers deteriorates or other circumstances occur that result in an impairment of customers’ ability to make payments, the Company records additional allowances as needed.

In spite of economic uncertainty in Eurozone economies, the Company has not experienced an increase in credit losses in EMEA and no adjustments have been recognized in the Company’s allowance for doubtful accounts specifically regarding this matter as of December 31, 2013. Approximately 37% of the Company’s trade receivables balance is related to EMEA customers.

Restructuring

Specifically for termination benefits under a one-time benefit arrangement, the timing of recognition and related measurement of a liability depends on whether employees are required to render service until they are terminated in order to receive the termination benefits and, if so, whether employees will be retained to render service beyond a minimum retention period. For employees who are

not required to render service until they are terminated in order to receive the termination benefits or employees who will not provide service beyond the minimum retention period, the Company records a liability for the termination benefits at the communication date. If employees are required to render service until they are terminated in order to receive the termination benefits and will be retained to render service beyond the minimum retention period, the Company measures the liability for termination benefits at the communication date and recognizes the expense and liability ratably over the future service period.

For contract termination costs, Lexmark records a liability for costs to terminate a contract before the end of its term when the Company terminates the agreement in accordance with the contract terms or when the Company ceases using the rights conveyed by the contract. The liability is recorded at fair value in the period in which it is incurred, taking into account the effect of estimated sublease rentals that could be reasonably obtained which may be different than company-specific intentions.

Warranty

Lexmark provides for the estimated cost of product warranties at the time revenue is recognized. The amounts accrued for product warranties are based on the quantity of units sold under warranty, estimated product failure rates, and material usage and service delivery costs. The estimates for product failure rates and material usage and service delivery costs are periodically adjusted based on actual results. For extended warranty programs, the Company defers revenue in short-term and long-term liability accounts (based on the extended warranty contractual period) for amounts invoiced to customers for these programs and recognizes the revenue ratably over the contractual period. Costs associated with extended warranty programs are expensed as incurred. To minimize warranty costs, the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers. Should actual product failure rates, material usage or service delivery costs differ from the Company’s estimates, revisions to the estimated warranty liability may be required.

Inventory Reserves and Adverse Purchase Commitments

Lexmark writes down its inventory for estimated obsolescence or unmarketable inventory by an amount equal to the difference between the cost of inventory and the estimated market value. The Company estimates the difference between the cost of obsolete or unmarketable inventory and its market value based upon product demand requirements, product life cycle, product pricing and quality issues. Also, Lexmark records an adverse purchase commitment liability when anticipated market sales prices are lower than committed costs. If actual market conditions are less favorable than those projected by management, additional inventory write-downs and adverse purchase commitment liabilities may be required.

Pension and Other Postretirement Plans

During the fourth quarter of 2013, the Company changed its accounting policy for the recognition of pension and other postretirement benefit plan asset and actuarial gains and losses. Under the new accounting policy, these gains and losses will be recognized in net periodic benefit cost in the year in which they occur rather than amortized over time. Results for all periods presented in this Annual Report on Form 10-K reflect the retrospective application of this accounting policy change. Refer to Part II, Item 8, Note 2 of the Notes to Consolidated Financial Statements for additional information.

The Company’s pension and other postretirement benefit costs and obligations are dependent on various actuarial assumptions used in calculating such amounts. The non-U.S. pension plans are not significant and use economic assumptions similar to the U.S. pension plan, a defined benefit plan. Significant assumptions the Company must review and set annually related to its pension and other postretirement benefit obligations are:

• Expected long-term return on plan assets— based on long-term historical actual asset return information, the mix of investments that comprise plan assets and future estimates of long-term investment returns by reference to external sources. The Company also includes an additional return for active management, when appropriate, and deducts various expenses. The Company has elected to use the fair value rather than the market-related value of plan assets to determine expense.

• Discount rate— reflects the rates at which benefits could effectively be settled and is based on current investment yields of high-quality fixed-income investments. The Company uses a yield-curve approach to determine the assumed discount rate based on the timing of the cash flows of the expected future benefit payments. Effective December 31, 2012, the Company changed from using a more broad-based yield curve to a newly developed above-mean yield curve for a more refined estimate of the benefit obligation.

• Rate of compensation increase— Effective April 2006, this assumption is no longer applicable to the U.S. pension plan due to the benefit accrual freeze in connection with the Company’s 2006 restructuring actions. In addition, some of the non-U.S. pension plans are also frozen.

significant portion of the assets and liabilities relating to the Company’s pension plans. The investment goal of the U.S. pension plan is to achieve an adequate net investment return in order to provide for future benefit payments to its participants. U.S. asset allocation percentages as of December 31, 2013 were 40% equity and 60% fixed income investments. The U.S. pension plan employs professional investment managers to invest in U.S. equity, global equity, international developed equity, emerging market equity, U.S. fixed income, high yield bonds and emerging market debt. Each investment manager operates under an investment management contract that includes specific investment guidelines, requiring among other actions, adequate diversification, prudent use of derivatives and standard risk management practices such as portfolio constraints relating to established benchmarks. The U.S. pension plan currently uses a combination of both active management and passive index funds to achieve its investment goals.

The accounting guidance for employers’ defined benefit pension and other postretirement plans requires recognition of the funded status of a benefit plan in the statement of financial position. The change in the fair value of plan assets and net actuarial gains and losses are recognized in net periodic benefit cost in the fourth quarter of each year and whenever a remeasurement is triggered. The remaining components of pension and other postretirement benefit cost are recorded on a quarterly basis. Actuarial gains and losses may be related to actual results that differ from assumptions as well as changes in assumptions, which may occur each year. Factors that can significantly impact the amounts of such gains and losses include differences between the actual and expected return on plan assets, changes in discount rates used in the measurement of pension and other postretirement plan obligations each year, and changes in actuarial assumptions, such as plan participants’ life expectancy. Prior service cost or credit will continue to be accumulated in other comprehensive earnings and amortized over the estimated future service period of active plan participants.

For the years ended December 31, 2013, 2012, and 2011, the asset and actuarial net gains and losses on pension and other postretirement benefit plan remeasurements reflected in operating income were a gain of approximately $83 million, a loss of $22 million, and a loss of $95 million, respectively. The following table summarizes the components of the asset and actuarial net gain or loss on pension and other postretirement plan measurements during each period presented:

(Dollars in millions)	2013		2012		2011

Change in discount rate and other actuarial assumptions	$	(66)	$	63	$	51

Actual (return) loss on plan assets		(60)		(83)		1

Expected return on plan assets		43		42		43

Total asset and actuarial net (gain) loss	$	(83)	$	22	$	95


Actual return on plan assets		9.3	%	14.4	%	(0.3)	%

Expected return on plan assets		6.9	%	7.2	%	7.2	%

For the year ended December 31, 2013, the actuarial gain was primarily due to increases in discount rates. The actuarial losses in 2012 and 2011 were primarily driven by decreases in discount rates. For 2013 and 2012, asset returns exceeded expectations resulting in net asset gains of $17 million and $41 million, respectively, compared with a net asset loss of $44 million in 2011.

The following table illustrates the sensitivity of net periodic benefit cost and the projected benefit obligations for the Company’s U.S. pension plans to changes in the long-term discount rate and asset return assumptions. Under the Company’s accounting policy for pension plan asset gains and losses, changes in the actual return on plan assets are recognized as part of the annual fourth quarter plan remeasurement, or whenever a remeasurement is triggered. The expected return on plan assets assumption sensitivity applies to ongoing net periodic benefit cost recorded in interim periods. The impact of changing multiple factors below may not be achievable by combining the individual sensitivities provided below and such sensitivities are specific to the below time periods.

Change in Assumption	Increase (Decrease) in 2013 Pre-tax Net Periodic Benefit Cost for Pension Plans (in millions)		Increase (Decrease) in Projected Benefit Obligation for Pension Plans as of December 31, 2013 (in millions)

25 basis points decrease in discount rate	$	(1.0)	$	14.9

25 basis points increase in discount rate		0.9		(14.3)

50 basis points decrease in actual return on plan assets		3.4		No Impact

50 basis points increase in actual return on plan assets		(3.4)		No Impact

	Increase (Decrease) in 2013 Pre-tax Interim Period Net Periodic Benefit Cost for Pension Plans (in millions)		Increase (Decrease) in Projected Benefit Obligation for Pension Plans as of December 31, 2013 (in millions)

25 basis points decrease in expected return on plan assets	$	1.2		No Impact

25 basis points increase in expected return on plan assets		(1.2)		No Impact

Income Taxes

The Company estimates its tax liability based on current tax laws in the statutory jurisdictions in which it operates. These estimates include judgments about deferred tax assets and liabilities resulting from temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes, as well as about the realization of deferred tax assets. If the provisions for current or deferred taxes are not adequate, if the Company is unable to realize certain deferred tax assets or if the tax laws change unfavorably, the Company could potentially experience significant losses in excess of the reserves established. Likewise, if the provisions for current and deferred taxes are in excess of those eventually needed, if the Company is able to realize additional deferred tax assets or if tax laws change favorably, the Company could potentially experience significant gains. The Company considers historical profitability, future market growth, future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies in determining the need for a deferred tax valuation allowance.

We are subject to ongoing tax examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon our assessment of the more-likely-than-not outcomes of such matters. In addition, when applicable, we adjust the previously recorded tax expense to reflect examination results. Our ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can materially increase or decrease our effective tax rate, as well as impact our operating results. Refer to Part II, Item 8, Note 2 of the Notes to Consolidated Financial Statements for information regarding the Company’s policy for income taxes.

Litigation and Contingencies

In accordance with guidance on accounting for contingencies, Lexmark records a provision for a loss contingency when management has determined that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Although the Company believes it has adequate provisions for any such matters, litigation is inherently unpredictable. Should developments occur that result in the need to recognize a material accrual, or should any of the Company’s legal matters result in a substantial judgment against, or settlement by the Company, the resulting liability could have a material effect on the Company’s results of operations, financial condition and/or cash flows.

Environmental Remediation Obligations

Lexmark accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. In the early stages of a remediation process, particular components of the overall obligation may not be reasonably estimable. In this circumstance, the Company recognizes a liability for the best estimate (or the minimum amount in a range if no best estimate is available) of its allocable share of the cost of the remedial investigation-feasibility study, consultant and external legal fees, corrective measures studies, monitoring, and any other component remediation costs that can be reasonably estimated. Accruals are adjusted as further information develops or circumstances change. Recoveries from other parties are recorded as assets when their receipt is deemed probable. Although environmental costs and accruals are presently not material to the Company’s results of operations, financial position, or cash flows, such estimates could change as the processes draw closer to final resolution.

Waste Obligation

Waste Electrical and Electronic Equipment (“WEEE”) Directives issued by the European Union require producers of electrical and electronic goods to be financially responsible for specified collection, recycling, treatment and disposal of past and future covered products. The Company’s estimated liability for these costs involves a number of uncertainties and takes into account certain assumptions and judgments including collection costs, return rates and product lives. During 2013, the Company reduced its estimated liability and recognized a $7.0 million net benefit to cost of product revenue. The adjustment was driven by changes to inputs and assumptions made by the Company during the year, including lowering its cost of collection based on collection society experience and refinement of return rate assumptions based on applying updated data from the European Union Directive. In the future, should actual costs and activities differ from the Company’s estimates and assumptions, revisions to the estimated liability may be required.

Fair Value

The Company currently uses recurring fair value measurements in several areas including marketable securities, pension plan assets and derivatives. The Company also uses fair value measurements on a nonrecurring basis when testing goodwill and long-lived assets for impairment.

The Company uses third parties to report the fair values of its marketable securities and pension plan assets, though the responsibility remains with the Company’s management. The Company utilizes various sources of pricing as well as trading and other market data in its process of corroborating fair values and testing default level assumptions for these investments. The Company also uses third parties to assist with the valuation of certain illiquid securities as well as the valuation of certain assets acquired and liabilities assumed in business combinations when it is determined that an income approach is the most appropriate method to determine fair value.

In certain situations, there may be little or no market data available at the measurement date for the Company’s fair value measurements, thus requiring the use of significant unobservable inputs. Such measurements require more judgment and are generally classified as Level 3 within the fair value hierarchy.

The Company’s Level 3 recurring fair value measurements are related mostly to its investments, including auction rate securities for which recent auctions were unsuccessful. For these securities, observable pricing data was not available resulting in the Company performing a discounted cash flow analysis based on inputs that it believes market participants would use with regard to such items as expected cash flows and discount rates adjusted for liquidity premiums or credit risk. Assumptions significant to the valuation include the financial health of the issuer as well as the auction rate market in general, such as whether the market will remain illiquid and auctions will continue to fail. Valuation of these securities can be very subjective and estimates and assumptions could be revised in the future depending on market conditions and changes in the economy or credit standing of the issuer. Fair values of other marketable securities, mainly certain corporate debt securities and asset-backed and mortgaged-backed securities, are also classified as Level 3 due to (1) a low number of observed trades or pricing sources or (2) variability in the pricing data is higher than expected. There is less certainty that the fair values of these securities would be realized in the market due to the low level of observable market data.

Nonrecurring, nonfinancial fair value measurements are most often based on inputs or assumptions that are less observable in the market, thus requiring more judgment on the part of the Company in estimating fair value. Determination of the highest and best use of an asset from the perspective of market participants can result in fair value measurements that differ from estimates based on the Company’s specific intentions for the asset.

Refer to Part II, Item 8, Notes 2 and 3 of the Notes to Consolidated Financial Statements for information regarding the Company’s fair value accounting policies and fair value measurements, respectively. Refer to Part II, Item 8, Note 17 of the Notes to Consolidated Financial Statements for information regarding pension plan assets.

Other-Than-Temporary Impairment of Marketable Securities

The Company records its investments in marketable securities at fair value through accumulated other comprehensive earnings in accordance with the accounting guidance for available-for-sale securities. Once these investments have been marked to market, the Company must assess whether or not its individual unrealized loss positions contain other-than-temporary impairment (“OTTI”). If an unrealized position is deemed OTTI, then the unrealized loss, or a portion thereof, must be recognized in earnings. The Company’s portfolio is made up almost entirely of debt securities for which OTTI must be recognized in accordance with the FASB OTTI guidance. The model in this guidance requires that an entity recognize OTTI in earnings for the entire unrealized loss position if the entity intends to sell or it is more likely than not the entity will be required to sell the debt security before its anticipated recovery of its amortized cost basis. If the entity does not expect to sell the debt security, but the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss is deemed to exist and OTTI shall be considered to have occurred. The OTTI is separated into two components, the amount representing the credit loss which is recognized in earnings and the amount related to all other factors which is recognized in other comprehensive income. Refer to Part II, Item 8, Note 2 of the Notes to Consolidated Financial Statements for more details regarding this guidance. The Company’s policy considers various factors in making these two assessments.

In determining whether it is more likely than not that the Company will be required to sell impaired securities before recovery of net book or carrying values, the Company considers various factors that include:

• The Company’s current cash flow projections,

• Other sources of funds available to the Company such as borrowing lines,

• The value of the security relative to the Company’s overall cash position,

• The length of time remaining until the security matures, and

• The potential that the security will need to be sold to raise capital

If the Company determines that it does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security, the Company assesses whether it expects to recover the net book or carrying value of the security. The Company makes this assessment based on quantitative and qualitative factors of impaired securities that include a time period analysis on unrealized loss to net book value ratio; severity analysis on unrealized loss to net book value ratio; credit analysis of the security’s issuer based on rating downgrades; and other qualitative factors that may include some or all of the following criteria:

• The regulatory and economic environment.

• The sector, industry and geography in which the issuer operates.

• Forecasts about the issuer’s financial performance and near-term prospects, such as earnings trends and analysts’ or industry specialists’ forecasts.

• Failure of the issuer to make scheduled interest or principal payments.

• Material recoveries or declines in fair value subsequent to the balance sheet date.

Securities that are identified through the analysis using the quantitative and qualitative factors described above are then assessed to determine whether the entire net book value basis of each identified security will be recovered. The Company performs this assessment by comparing the present value of the cash flows expected to be collected from the security with its net book value. If the present value of cash flows expected to be collected is less than the net book value basis of the security, then a credit loss is deemed to exist and an other-than-temporary impairment is considered to have occurred. There are numerous factors to be considered when estimating whether a credit loss exists and the period over which the debt security is expected to recover, some of which have been highlighted in the preceding paragraph.

Given the level of judgment required to make the assessments above, the final outcomes of the Company’s investments in debt securities could prove to be different than the results reported. Issuers with good credit standings and relatively solid financial conditions today may not be able to fulfill their obligations ultimately. Furthermore, the Company could reconsider its decision not to sell a security depending on changes in its own cash flow projections as well as changes in the regulatory and economic environment that may indicate that selling a security is advantageous to the Company. Historically, the Company has incurred a low amount of realized losses from sales of marketable securities.

Refer to Part II, Item 8, Note 7 of the Notes to Consolidated Financial Statements for more information regarding the Company’s marketable securities.

Business Combinations

The application of the acquisition method of accounting for business combinations requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between identifiable intangible assets and goodwill. The fair values of identifiable intangible assets are estimated using an income approach, including the excess earnings, relief from royalty and with-and-without methods. These estimations are conducted using market participant assumptions and require projected financial information, including assumptions about future revenue growth and costs necessary to facilitate the projected growth. Other key inputs include assumptions about technological obsolescence, customer attrition rates, brand recognition and discount rates. The Company also considers market participant assumptions in its valuations of deferred revenue acquired in a business combination, including estimated costs to fulfill the obligation as well as a profit markup that would exist in the case of a hypothetical third-party servicing firm.

Goodwill and Intangible Assets

Lexmark performs an assessment of its goodwill for impairment each fiscal year as of December 31 or between annual tests if an event occurs or circumstances change that lead management to believe it is more likely than not that an impairment exists. Examples of such events or circumstances include a deterioration in general economic conditions, increased competitive environment, or a decline in overall financial performance of the Company. Goodwill is tested at the reporting unit level, which is an operating segment or one level below an operating segment (a "component") if the component constitutes a business for which discrete financial information is available and regularly reviewed by segment management. Components are aggregated as a single reporting unit if they have similar economic characteristics. Goodwill is assigned to reporting units of the Company that are expected to benefit from the synergies of the related acquisition.

Although the qualitative assessment for goodwill impairment testing is available to Lexmark, the Company performed a quantitative test of impairment in 2013 and 2012. In estimating the fair value of its reporting units, the Company generally considers a discounted cash flow analysis, which requires judgments such as projected future earnings and weighted average cost of capital, as well as certain market-based measurements, including multiples developed from prices paid in observed market transactions of comparable companies. For its estimation of the fair value of the Perceptive Software reporting unit, the Company used an equally-weighted measure based on a discounted cash flow analysis and certain market-based measurements. For its estimation of the fair value of the ISS reporting unit, the Company used a discounted cash flow analysis.

Goodwill recognized by the Company at December 31, 2013 was $456.0 million and was allocated to the Perceptive Software and ISS reporting units in the amount of $435.2 million and $20.8 million, respectively. The fair values of these reporting units were substantially in excess of their carrying values on this date. The values of Perceptive Software and ISS were heavily reliant on forecasted financial information. Key assumptions to the valuation of Perceptive Software include its ability to strengthen its channel presence and expand internationally and the revenue growth that would result therefrom. Other key inputs to the fair value calculations include operating margin assumptions and discount rates.

Intangible assets with finite lives are amortized over their estimated useful lives using the straight-line method. In certain instances where consumption could be greater in the earlier years of the asset’s life, the Company has selected, as a compensating measure, a shorter period over which to amortize the asset. The Company’s intangible assets with finite lives are tested for impairment in accordance with its policy for long-lived assets below.

Long-Lived Assets Held and Used

Lexmark reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. If the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition are insufficient to recover the carrying value of the assets, then an impairment loss is recognized based upon the excess of the carrying value of the assets over the fair value of the assets. The determination of the asset group to be tested for recoverability is based on company-specific operating characteristics, including shared cost structures and interdependency of revenues between assets. An impairment review incorporates estimates of forecasted revenue and costs that may be associated with an asset as well as the expected periods that the asset (or asset group) may be utilized. Fair value is determined based on the highest and best use of the assets considered from the perspective of market participants, which may be different than the Company’s actual intended use of the asset (or asset group).

Lexmark also reviews any legal and contractual obligations associated with the retirement of its long-lived assets and records assets and liabilities, as necessary, related to such obligations. The asset recorded is amortized over the useful life of the related long-lived tangible asset. The liability recorded is relieved when the costs are incurred to retire the related long-lived tangible asset. Each obligation is estimated based on current law and technology; accordingly, such estimates could change as the Company periodically

evaluates and revises such estimates based on expenditures against established reserves and the availability of additional information. The Company’s asset retirement obligations are currently not material to the Company’s Consolidated Statements of Financial Position.

RESULTS OF OPERATIONS

Operating Results Summary

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto. During the fourth quarter of 2013, the Company changed its accounting policy for the recognition of pension and other postretirement benefit plan asset and actuarial gains and losses. Under the new accounting policy, these gains and losses will be recognized in net periodic benefit cost in the year in which they occur rather than amortized over time. Results for all periods presented in this Annual Report on Form 10-K reflect the retrospective application of this accounting policy change. The Company also changed its method of accounting for certain pension and other postretirement benefit plan costs included in inventory and capitalized software. Refer to Part II, Item 8, Note 2 of the Notes to Consolidated Financial Statements for additional information.

In addition, in the fourth quarter of 2013, Lexmark changed its method of allocating the elements of net periodic pension and other postretirement plan benefit cost to reporting segments. Historically, total net periodic benefit cost was allocated to reporting segments. Under the new allocation method, service cost, amortization of prior service cost and credit, and pension and other postretirement benefit plan settlements and curtailments will continue to be allocated to reporting segments. Interest cost, expected return on plan assets, and asset and actuarial gains and losses will be included in results for All other. Management believes that interest cost, asset returns, and actuarial gains and losses are primarily related to corporate financing and treasury decisions regarding the composition of pension assets and other factors, such as discount rates and actuarial assumptions, which are not related to the operations of Lexmark’s reportable segments. See “CRITICAL ACCOUNTING POLICIES AND ESTIMATES” in Item 7 for additional information.

The following table summarizes the results of the Company’s operations for the years ended December 31, 2013, 2012 and 2011:

	2013				2012				2011
(Dollars in millions)	Dollars		% of Rev		Dollars		% of Rev		Dollars		% of Rev
Revenue	$	3,667.6	100.0	%	$	3,797.6	100.0	%	$	4,173.0	100.0	%
Gross profit		1,443.9	39.4	%		1,401.8	36.9	%		1,564.1	37.5	%
Operating expense		1,034.7	28.2	%		1,210.3	31.9	%		1,196.4	28.7	%
Operating income		409.2	11.2	%		191.5	5.0	%		367.7	8.8	%
Net earnings		261.8	7.1	%		107.6	2.8	%		275.2	6.6	%

During 2013, consolidated revenue was $3.7 billion, down 3% compared to prior year. Gross profit increased 3%, Operating expense decreased 15% and Operating income increased 114% when compared to the same period in 2012.

Net earnings for the year ended December 31, 2013 increased 143% from the prior year primarily due to higher operating income. Operating income for the year ended December 31, 2013 included $54.5 million of pre-tax restructuring charges and project costs as well as $90.4 million of pre-tax acquisition-related adjustments, $69.2 million of pre-tax divestiture-related benefit, and a pension and other postretirement benefit plan asset and actuarial net gain of $83.0 million. The Company uses the term “project costs” for incremental charges related to the execution of its restructuring plans. The Company uses the term “acquisition-related adjustments” for purchase accounting adjustments and incremental acquisition and integration costs related to acquisitions.

During 2012, consolidated revenue was $3.8 billion, down 9% compared to 2011. Gross profit decreased 10%, Operating expense increased 1% and Operating income decreased 48% when compared to the same period in 2011.

Net earnings for the year ended December 31, 2012 decreased 61% from the prior year primarily due to lower operating income. Operating income in 2012 included $121.8 million of pre-tax restructuring charges and project costs, $65.8 million of pre-tax acquisition-related adjustments, and a pension and other postretirement benefit plan asset and actuarial net loss of $21.8 million.

Revenue

For the year ended December 31, 2013, consolidated revenue decreased 3% YTY, of which approximately 6% was due to the Company’s exit of inkjet technology. Currency had a negligible impact on consolidated revenue YTY.

Revenue by Reportable Segment

(Dollars in millions)	2013		2012		% Change		2012		2011		% Change
ISS	$	3,444.0	$	3,641.6	(5)	%	$	3,641.6	$	4,078.2	(11)	%
Perceptive Software		223.6		156.0	43	%		156.0		94.8	65	%
Total revenue	$	3,667.6	$	3,797.6	(3)	%	$	3,797.6	$	4,173.0	(9)	%

Revenue by Product

(Dollars in millions)	2013		2012		% Change		2012		2011		% Change
Hardware (1)	$	762.8	$	826.5	(8)	%	$	826.5	$	990.4	(17)	%
Supplies (2)		2,484.4		2,640.1	(6)	%		2,640.1		2,910.6	(9)	%
Software and Other (3)		420.4		331.0	27	%		331.0		272.0	22	%
Total revenue	$	3,667.6	$	3,797.6	(3)	%	$	3,797.6	$	4,173.0	(9)	%

(1) Includes laser, inkjet, and dot matrix hardware and the associated features sold on a unit basis or through a managed service agreement

(2) Includes laser, inkjet, and dot matrix supplies and associated supplies services sold on a unit basis or through a managed service agreement

(3) Includes parts and service related to hardware maintenance and includes software licenses and the associated software maintenance services sold on a unit basis or as a subscription service

ISS

For the year ended December 31, 2013, ISS revenue decreased 5% compared to prior year, of which approximately 6% was due to the Company’s exit of inkjet technology. Currency had a negligible impact on ISS revenue when compared to prior year. Hardware revenue declined 8% YTY and laser hardware revenue declined 2% YTY. Large workgroup laser hardware revenue, which represented about 82% of total hardware revenue for the year ended December 31, 2013 remained flat YTY with a 3% decline in average unit revenue (“AUR”), and a 3% increase in units. Small workgroup laser hardware revenue, which for the year ended December 31, 2013 represented 17% of total hardware revenue, declined 11% YTY driven by a 15% decline in units. Small workgroup AUR increased 4% YTY. Inkjet exit hardware revenue, which for the year ended December 31, 2013 represented less than 1% of total hardware revenue, declined 92% YTY as the Company exits inkjet technology. Supplies revenue for the year ended December 31, 2013 was down 6% compared to the same period in 2012. Inkjet exit supplies revenue declined 32% YTY due to ongoing and expected declines in the inkjet install base as the Company exits inkjet technology. Laser supplies revenue increased 2% YTY.

For the year ended December 31, 2012, ISS revenue decreased 11% compared to prior year, of which approximately 6% was due to the Company’s exit of inkjet technology and 3% was due to the negative impact of currency. Hardware revenue declined 17% YTY and laser hardware revenue declined 10% YTY. Large workgroup laser hardware revenue, which represented about 76% of total hardware revenue for the year ended December 31, 2012 was down 9% YTY reflecting a 9% decline in AUR, driven by a 3% currency impact and discounting to sell prior generation laser product ahead of new product launch. Small workgroup laser hardware revenue, which for the year ended December 31, 2012 represented 18% of total hardware revenue, declined 10% YTY driven by a 9% decline in units. Small workgroup AUR declined 1%. Inkjet exit hardware revenue, which for the year ended December 31, 2012 represented 6% of total hardware revenue, declined 62% YTY as the Company exits inkjet technology. Supplies revenue for the year ended December 31, 2012 was down 9% compared to the same period in 2011. Laser supplies revenue declined 5% YTY driven by a 3% negative currency impact. Inkjet exit supplies revenue declined 21% YTY due to ongoing and expected declines in the inkjet install base as the Company exits inkjet technology.

During 2013 and 2012, no one customer accounted for more than 10% of the Company’s total revenues. In 2011, one customer, Dell, accounted for $415 million or approximately 10% of the Company’s total revenue. Sales to Dell are included primarily in the ISS reportable segment.

Perceptive Software

For the year ended December 31, 2013, software and other increased 27% YTY, driven by the YTY growth in Perceptive Software. Revenue for Perceptive Software increased 43% compared to the same period in 2012. Excluding the impact of acquisition-related adjustments, revenue for Perceptive Software for the year ended December 31, 2013 increased 48% compared to the same period in 2012. The YTY increases are due to the acquisitions of Acuo in December 2012, Twistage and AccessVia in March of 2013, Saperion in September of 2013, and Pacsgear in October of 2013, as well as organic growth of 16% in Perceptive Software. The 2013 and 2012 financial results for the Perceptive Software reportable segment include only the activity occurring after the dates of acquisition.

For the year ended December 31, 2012, software and other increased 22% YTY, driven by the YTY growth in Perceptive Software. Revenue for Perceptive Software increased 65% compared to the same period in 2011. Excluding the impact of acquisition-related adjustments, revenue for Perceptive Software for the year ended December 31, 2012 increased 62% compared to the same period in 2011. The YTY increases are due to the acquisitions of Pallas Athena in the fourth quarter of 2011, Brainware, ISYS and Nolij in the first quarter of 2012 as well as organic growth of 21% in Perceptive Software. The 2012 and 2011 financial results for the Perceptive Software reportable segment include only the activity occurring after the dates of acquisition.

See “Acquisition and Divestiture-Related Adjustments” section that follows for further discussion.

Revenue by Geography

The following table provides a breakdown of the Company’s revenue by geography:

(Dollars in millions)	2013		% of Total		2012		% of Total		% Change		2012		2011		% of Total		% Change
United States	$	1,576.8	43	%	$	1,695.5	45	%	(7)	%	$	1,695.5	$	1,755.4	42	%	(3)	%
EMEA (Europe, the Middle East & Africa)		1,353.5	37	%		1,320.3	35	%	3	%		1,320.3		1,531.6	37	%	(14)	%
Other International		737.3	20	%		781.8	20	%	(6)	%		781.8		886.0	21	%	(12)	%
Total revenue	$	3,667.6	100	%	$	3,797.6	100	%	(3)	%	$	3,797.6	$	4,173.0	100	%	(9)	%

For the year ended December 31, 2013, the decline in revenues compared to the same period in 2012, for all regions, principally reflects the impact of the Company’s planned exit from inkjet technologies partially offset by revenue growth principally in EMEA. For 2013 currency exchange rates had a negligible YTY impact on revenue. For 2012 currency exchange rates had a 3% unfavorable YTY impact on revenue.

Gross Profit

The following table provides gross profit information:

(Dollars in millions)	2013			2012			% Change		2012			2011			% Change
Gross profit dollars	$	1,443.9		$	1,401.8		3	%	$	1,401.8		$	1,564.1		(10)	%
% of revenue		39.4	%		36.9	%	2.5	pts		36.9	%		37.5	%	(0.6)	pts

For the year ended December 31, 2013, consolidated gross profit increased 3% while gross profit as a percentage of revenue increased 2.5 percentage points compared to the same period in 2012. Gross profit margin versus the same period in 2012 was impacted by a 2.9 percentage point YTY increase due to a favorable mix shift reflecting relatively less inkjet hardware and more software and laser supplies. Gross profit margin was also impacted by a 0.8 percentage point increase due to lower YTY costs of restructuring activities, acquisition-related adjustments, and a net pension and other post-retirement benefit plan net gain compared with a loss in the prior year. This was partially offset by a 1.2 percentage point decrease YTY due to negative product margins. Gross profit for the year ended December 31, 2013 included $21.5 million of pre-tax restructuring charges and project costs, $52.4 million of pre-tax acquisition-related adjustments, and a pension and other postretirement benefit plan net gain of $17.4 million.

During 2012, consolidated gross profit decreased 10% while gross profit as a percentage of revenue decreased 0.6 percentage points compared to the same period in 2011. Gross profit margin versus the same period in 2011 was impacted by a 3.0 percentage point decrease YTY due to lower product margins, principally hardware pricing and the impact of currency. Gross profit margin was also impacted by a 1.1 percentage point decrease due to higher YTY cost of restructuring and acquisition-related activities, partially offset by lower pension and other postretirement benefit plan net losses. These were partially offset by a 3.5 percentage point YTY increase due to a favorable mix shift driven by relatively less inkjet hardware and relatively more laser supplies and software. Gross profit for the year ended December 31, 2012 included $47.8 million of pre-tax restructuring charges and project costs, $32.7 million of pre-tax acquisition-related adjustments and a pension and other postretirement benefit plan net loss of $4.3 million.

Gross profit in 2011 included $5.2 million of restructuring charges and project costs in connection with the Company’s restructuring activities, $20.4 million of pre-tax acquisition-related adjustments, and a pension and other postretirement benefit plan net loss of $21.0 million. Gross profit for 2011 includes the first full year of Perceptive Software financial results.

See “Restructuring Charges and Project Costs” and “Acquisition and Divestiture-Related Adjustments” sections that follow for further discussion.

Operating Expense

The following table presents information regarding the Company’s operating expenses during the periods indicated:

	2013				2012				2011
(Dollars in millions)	Dollars		% of Rev		Dollars		% of Rev		Dollars		% of Rev
Research and development	$	287.2	7.8	%	$	369.1	9.7	%	$	405.9	9.7	%
Selling, general & administrative		810.1	22.1	%		805.1	21.2	%		788.5	18.9	%
Gain on sale of inkjet-related technology and assets		(73.5)	(2.0)	%		–	–	%		–	–	%
Restructuring and related charges (reversals)		10.9	0.3	%		36.1	1.0	%		2.0	–	%
Total operating expense	$	1,034.7	28.2	%	$	1,210.3	31.9	%	$	1,196.4	28.7	%

For the year ended December 31, 2013, Total operating expense decreased 15% compared to the same period in 2012. The decrease was primarily due to the net benefit of the sale of inkjet technology and related development resources as well as lower pre-tax restructuring and related charges and related project costs and favorable impact of the pension and other postretirement benefit plan net gain in 2013.

Research and development expenses decreased in 2013 compared to 2012, primarily due to the exit of inkjet technology and development in 2012. This was partially offset by a slight increase in SG&A expenses as increased employee variable compensation expenses and the impact of acquisitions completed in Perceptive Software were partially offset by expense reductions from the restructuring announced in August 2012. Both research and development and SG&A expenses in 2013 reflect the pension and other postretirement benefit plan net gain compared with a net loss in 2012.

For the year ended December 31, 2012, Total operating expense increased 1.2% compared to the same period in 2011. The increase was primarily due to higher pre-tax restructuring and related charges and related project costs. The remaining increases were primarily in the Perceptive Software segment and were driven by marketing and development expenditures as well as pre-tax acquisition related costs and adjustments from companies acquired over the last four quarters. ISS operating expenses were lower YTY despite the increase in restructuring and related charges as the charges were more than offset by the savings reflecting expense reductions from the Company’s 2012 restructuring actions. Restructuring and related charges increased YTY primarily in the ISS segment and in All other and were driven by the Company’s latest restructuring actions announced in 2012 related to the Company’s exiting of the development and manufacture of inkjet technology.

The following table summarizes the restructuring and related charges and project costs, acquisition-related adjustments, and the impact of the pension and other postretirement benefit plan net (gains) losses included in the Company’s operating expenses for the periods presented in the table above:

													Pension and other
	Restructuring charges and						Acquisition-related						postretirement benefit plan
	project costs						adjustments						net (gain) loss
(Dollars in millions)	2013		2012		2011		2013		2012		2011		2013		2012		2011
Research and development	$	–	$	–	$	–	$	0.7	$	0.9	$	0.4	$	(36.0)	$	7.4	$	39.6
Selling, general and administrative		22.1		37.9		22.7		37.3		32.2		8.6		(29.6)		10.1		34.1
Restructuring and related charges		10.9		36.1		2.0		–		–		–		–		–		–
Total	$	33.0	$	74.0	$	24.7	$	38.0	$	33.1	$	9.0	$	(65.6)	$	17.5	$	73.7

See “Restructuring Charges and Project Costs” and “Acquisition and Divestiture-Related Adjustments” sections that follow for further discussion of the Company’s restructuring plans and acquisitions.

Operating Income (Loss)

The following table provides operating income by reportable segment:

(Dollars in millions)	2013			2012			Change		2012			2011			Change
ISS	$	770.3		$	601.0		28	%	$	601.0		$	779.3		(23)	%
% of segment revenue		22.4	%		16.5	%	5.9	pts		16.5	%		19.1	%	(2.6)	pts

Perceptive Software		(79.5)			(72.1)		(10)	%		(72.1)			(29.5)		(144)	%
% of segment revenue		(35.6)	%		(46.2)	%	10.6	pts		(46.2)	%		(31.1)	%	(15.1)	pts

All other		(281.6)			(337.4)		17	%		(337.4)			(382.1)		12	%
Total operating income (loss)	$	409.2		$	191.5		114	%	$	191.5		$	367.7		(48)	%
% of total revenue		11.2	%		5.0	%	6.2	pts		5.0	%		8.8	%	(3.8)	pts

For the year ended December 31, 2013, the increase in consolidated operating income compared to the same period in 2012, reflected higher operating income in the ISS segment and a decrease in operating loss in All other. The higher ISS operating income is driven by improved laser profitability, principally reflecting lower operating expenses, combined with lower restructuring costs and the $69.2 million net benefit from the gain on sale of inkjet-related technology and assets and other divestiture costs, partially offset by reductions in income from Inkjet Exit. The decrease in operating loss in All other reflects the impact of the pension and other postretirement benefit plan net gain in 2013, compared with a net loss in 2012.

For the year ended December 31, 2012, the decrease in consolidated operating income compared to the same period in 2011, reflected lower operating income in the ISS and Perceptive Software segments partially offset by lower operating losses in All other. Lower ISS segment operating income drove the majority of YTY decline in consolidated operating income, reflecting primarily unfavorable currency movements and an increase in restructuring and related expenses and project costs. The YTY increase in operating loss for Perceptive Software reflects YTY increases in marketing and development expenditures and pre-tax acquisition-related costs and adjustments. The decrease in operating loss in All other reflects the YTY decrease in pension and other postretirement benefit plan net loss, partially offset by an increase in acquisition-related items and restructuring charges and project costs.

The following table provides restructuring and related charges and project costs, acquisition-related adjustments, and the impact of the pension and other postretirement benefit plan net (gains) losses included in the Company’s operating income for the periods presented. The $69.2 million net benefit in the 2013 table below represents the gain on sale of inkjet-related technology and assets and other divestiture costs.

							Acquisition and						Pension and other
	Restructuring charges and						divestiture-related						postretirement benefit plan
	project costs						adjustments						net (gain) loss
(Dollars in millions)	2013		2012		2011		2013		2012		2011		2013		2012		2011
ISS	$	29.7	$	92.6	$	16.6	$	(69.2)	$	–	$		$	–	$	–	$	–
Perceptive Software		4.8		0.7		–		72.8		46.9		26.1		–		–		–
All other		20.0		28.5		13.3		17.6		18.9		3.3		(83.0)		21.8		94.7
Total	$	54.5	$	121.8	$	29.9	$	21.2	$	65.8	$	29.4	$	(83.0)	$	21.8	$	94.7

See “Restructuring Charges and Project Costs” and “Acquisition and Divestiture-Related Adjustments” sections that follow for further discussion.

Interest and Other

The following table provides interest and other information:

(Dollars in millions)	2013		2012		2011
Interest expense, net	$	33.0	$	29.6	$	29.9
Other expense (income), net		4.5		(0.5)		(0.6)
Loss on extinguishment of debt		3.3		–		–
Total interest and other expense (income), net	$	40.8	$	29.1	$	29.3

During 2013, total interest and other (income) expense, net, was an expense of $40.8 million, a 40% increase compared to the same period in 2012. The loss of $3.3 million on extinguishment of debt is comprised of $3.2 million of premium paid upon repayment of the Company’s 2013 senior notes and $0.1 million related to the write-off of related debt issuance costs.

During 2012, total interest and other (income) expense, net, was an expense of $29.1 million, a 1% decrease compared to the same period in 2011.

Provision for Income Taxes and Related Matters

The Company’s effective income tax rate was approximately 28.9%, 33.8% and 18.7% in 2013, 2012 and 2011, respectively. Refer to Part II, Item 8, Note 14 of the Notes to Consolidated Financial Statements for a reconciliation of the Company’s effective tax rate to the U.S. statutory rate.

The 4.9 percentage point decrease of the effective tax rate from 2012 to 2013 was due primarily to a geographic shift in earnings toward lower tax jurisdictions in 2013 compared to 2012, and to the reenactment of the U.S. research and experimentation tax credit for the tax year 2012, which was recorded in 2013, the year of the enactment.

The 15.1 percentage point increase of the effective tax rate from 2011 to 2012 was due primarily to a geographic shift in earnings toward higher tax jurisdictions in 2012 compared to 2011, and to the lack of the U.S. research and experimentation tax credit in 2012.

In January of 2013, the President signed into law The American Taxpayer Relief Act of 2012, which contained provisions that retroactively extended the U.S. research and experimentation tax credit to 2012 and 2013. Because the extension did not happen by December 31, 2012, the Company’s effective income tax rate for 2012 did not include the benefit of the credit for 2012. However, because the credit was retroactively extended to include 2012, the Company recognized the full benefit of the 2012 credit in the first quarter of 2013. The amount of the benefit was $6.0 million.

Net Earnings and Earnings per Share

The following table summarizes net earnings and basic and diluted net earnings per share:

(Dollars in millions, except per share amounts)	2013		2012		2011
Net earnings	$	261.8	$	107.6	$	275.2
Basic earnings per share	$	4.16	$	1.57	$	3.57
Diluted earnings per share	$	4.08	$	1.55	$	3.53

Net earnings for the year ended December 31, 2013 increased 143% from the prior year primarily due to higher operating income and a lower effective tax rate. For 2013, the YTY increase in basic and diluted earnings per share was primarily due to the increase in net earnings and decrease in the average number of shares outstanding, due to the Company’s share repurchases.

Net earnings for the year ended December 31, 2012 decreased 61% from the prior year primarily due to lower operating income combined with a higher effective tax rate when compared to the same period in 2011. For 2012, the YTY decrease in basic and diluted earnings per share was primarily due to the decrease in net earnings partially offset by the decrease in the average number of shares outstanding, due to the Company’s share repurchases.

RESTRUCTURING CHARGES AND PROJECT COSTS

Summary of Restructuring Impacts

The Company’s 2013 financial results are impacted by its restructuring plans and related projects. Project costs consist of additional charges related to the execution of the restructuring plans. These project costs are incremental to the Company’s normal operating charges and are expensed as incurred, and include such items as compensation costs for overlap staffing, travel expenses, consulting costs and training costs.

As part of Lexmark’s ongoing strategy to increase the focus of its talent and resources on higher usage business platforms, the Company announced restructuring actions (the “2012 Restructuring Actions”) on January 31 and August 28, 2012. These actions better align the Company’s sales, marketing and development resources, and align and reduce its support structure consistent with its focus on business customers. The 2012 Restructuring Actions include exiting the development and manufacturing of the Company’s inkjet technology, with reductions primarily in the areas of inkjet-related manufacturing, research and development, supply chain, marketing and sales as well as other support functions. The Company will continue to provide service, support and aftermarket supplies for its inkjet installed base.

In the second quarter of 2013, the Company sold its inkjet-related technology and assets. Refer to Part II, Item 8, Note 4 of the Notes to Consolidated Financial Statements for more information.

The 2012 Restructuring Actions are expected to impact about 2,063 positions worldwide, including 300 manufacturing positions. The 2012 Restructuring Actions will result in total pre-tax charges, including project costs, of approximately $232 million with $179.3 million incurred to date and approximately $52.7 million to be incurred in 2014 and 2015. The Company expects the total cash costs of the 2012 Restructuring Actions to be approximately $148 million with $100.9 million incurred to date and the remaining $47.1 million impacting 2014 and 2015. The anticipated timing of cash outlays for the 2012 Restructuring Actions is $60.3 million in 2014 and 2015, with cash outlays of approximately $49.7 million in 2013 and $38 million in 2012. Lexmark expects the 2012 Restructuring Actions to generate savings of $138 million in 2014, with ongoing annual savings beginning in 2015 of approximately $168 million, of which approximately $125 million will be cash savings. These ongoing savings should be split approximately 70% to Operating expense and 30% to Cost of revenue. The Company expects these actions to be complete by the end of 2015.

Refer to Part II, Item 8, Note 5 of the Notes to Consolidated Financial Statements for a description of the Company’s Other Restructuring Actions. In the fourth quarter of 2013 employee termination benefit charges were incurred for actions that were not a part of an announced plan. The Other Restructuring Actions are substantially completed and any remaining charges to be incurred are expected to be immaterial.

Refer to Part II, Item 8, Note 5 of the Notes to Consolidated Financial Statements for a rollforward of the liability incurred for the 2012 Restructuring Actions and the Other Restructuring Actions.

Impact to 2013 Financial Results

For the year ended December 31, 2013, the Company incurred charges (reversals), including project costs, of $54.5 million for the Company’s restructuring plans as follows:

	2012		2012				Other
	Actions		Actions				Actions
	Restructuring		Restructuring		2012		Restructuring		Other
	Charges		Project		Actions		Charges		Actions
(Dollars in millions)	(Note 5)		Costs		Total		(Note 5)		Total		Total
Accelerated depreciation charges	$	11.1	$	–	$	11.1	$	–	$	–	$	11.1
Excess components and other inventory-related charges		15.8		–		15.8		–		–		15.8
Employee termination benefit charges		9.2		–		9.2		1.9		1.9		11.1
Contract termination and lease charges		(0.2)		–		(0.2)		–		–		(0.2)
Project costs		–		16.7		16.7		–		–		16.7
Total restructuring charges/project costs	$	35.9	$	16.7	$	52.6	$	1.9	$	1.9	$	54.5

Restructuring charges/project costs for the 2012 Restructuring Actions and Other Restructuring Actions are recorded in the Company’s Consolidated Statements of Earnings for the year ended December 31, 2013 as follows:

					Selling, general		Restructuring		Impact on
	Restructuring-		Impact on		and		and related		Operating
(Dollars in millions)	related costs		Gross profit		administrative		charges		income
Accelerated depreciation charges	$	5.6	$	5.6	$	5.5	$	–	$	11.1
Excess components and other inventory-related charges		15.8		15.8		–		–		15.8
Employee termination benefit charges		–		–		–		11.1		11.1
Contract termination and lease charges		–		–		–		(0.2)		(0.2)
Project costs		0.1		0.1		16.6		–		16.7
Total restructuring charges/project costs	$	21.5	$	21.5	$	22.1	$	10.9	$	54.5

For the year ended December 31, 2013, the Company incurred restructuring charges and project costs related to the 2012 Restructuring Actions of $29.7 million in ISS, $19.9 million in All other and $3.0 million in Perceptive Software. The Company incurred restructuring charges and project costs related to the Other Restructuring Actions of $0.1 million in All other and $1.8 million in Perceptive Software.

Impact to 2012 Financial Results

For the year ended December 31, 2012, the Company incurred charges (reversals), including project costs, of $121.8 million for the Company’s restructuring plans as follows:

			2012
	2012		Actions		2012				Other
	Actions		Restructuring		Actions				Actions		Other
	Restructuring		Pension		Restructuring		2012		Restructuring		Actions		Other
	Charges		Costs		Project		Actions		Charges		Restructuring		Actions
(Dollars in millions)	(Note 5)		(Note 17)		Costs		Total		(Note 5)		Project Costs		Total		Total
Accelerated depreciation charges	$	49.3	$	–	$	–	$	49.3	$	0.1	$	–	$	0.1	$	49.4
Excess components and other inventory-related charges		17.7		–		–		17.7		–		–		–		17.7
Impairments on long-lived assets held for sale		0.6		–		–		0.6		1.5		–		1.5		2.1
Employee termination benefit charges		31.1		–		–		31.1		(0.1)		–		(0.1)		31.0
Contract termination and lease charges		4.2		–		–		4.2		0.9		–		0.9		5.1
Pension and postretirement curtailment loss and termination benefits		–		7.9		–		7.9		–		–		–		7.9
Project costs		–		–		8.3		8.3		–		0.3		0.3		8.6
Total restructuring charges/project costs	$	102.9	$	7.9	$	8.3	$	119.1	$	2.4	$	0.3	$	2.7	$	121.8

					Selling, general		Restructuring		Impact on
	Restructuring-		Impact on		and		and related		Operating
(Dollars in millions)	related costs		Gross profit		administrative		charges		income
Accelerated depreciation charges	$	29.5	$	29.5	$	19.9	$	–	$	49.4
Excess components and other inventory-related charges		17.7		17.7		–		–		17.7
Impairments on long-lived assets held for sale		0.6		0.6		1.5		–		2.1
Employee termination benefit charges		–		–		–		31.0		31.0
Contract termination and lease charges		–		–		–		5.1		5.1
Pension and postretirement curtailment loss and termination benefits		–		–		7.9		–		7.9
Project costs		–		–		8.6		–		8.6
Total restructuring charges/project costs	$	47.8	$	47.8	$	37.9	$	36.1	$	121.8

For the year ended December 31, 2012, the Company incurred restructuring charges and project costs related to the 2012 Restructuring Actions of $91.8 million in ISS, $26.6 million in All other and $0.7 million in Perceptive Software. The Company incurred restructuring charges and project costs related to the Other Restructuring Actions of $0.8 million in ISS and $1.9 million in All other.

Impact to 2011 Financial Results

For the year ended December 31, 2011, the Company incurred charges (reversals), including project costs, of $29.9 million for the Company’s restructuring plans as follows:

	2012		2012				Other
	Actions		Actions				Actions		Other
	Restructuring		Restructuring		2012		Restructuring		Actions		Other
	Charges		Project		Actions		Charges		Restructuring		Actions
(Dollars in millions)	(Note 5)		Costs		Total		(Note 5)		Project Costs		Total		Total
Accelerated depreciation charges	$	4.5	$	–	$	4.5	$	2.4	$	–	$	2.4	$	6.9
Impairments on long-lived assets held for sale		–		–		–		4.6		–		4.6		4.6
Employee termination benefit charges		3.1		–		3.1		(1.0)		–		(1.0)		2.1
Contract termination and lease charges		–		–		–		(0.1)		–		(0.1)		(0.1)
Project costs		–		–		–		–		16.4		16.4		16.4
Total restructuring charges/project costs	$	7.6	$	–	$	7.6	$	5.9	$	16.4	$	22.3	$	29.9

					Selling, general		Restructuring		Impact on
	Restructuring-		Impact on		and		and related		Operating
(Dollars in millions)	related costs		Gross profit		administrative		charges		income
Accelerated depreciation charges	$	4.5	$	4.5	$	2.4	$	–	$	6.9
Impairments on long-lived assets held for sale		–		–		4.6		–		4.6
Employee termination benefit charges		–		–		–		2.1		2.1
Contract termination and lease charges		–		–		–		(0.1)		(0.1)
Project costs		–		0.7		15.7		–		16.4
Total restructuring charges/project costs	$	4.5	$	5.2	$	22.7	$	2.0	$	29.9

For the year ended December 31, 2011, the Company incurred restructuring charges and project costs related to the 2012 Restructuring Plan of $7.6 million in ISS. The Company incurred restructuring charges and project costs related to the Other Restructuring Actions of $9.0 million in ISS and $13.3 million in All other.

In 2011, the Company recorded impairment charges of $1.0 million related to its manufacturing facility in Juarez, Mexico, and $3.6 million related to one of its support facilities in Boigny, France for which the current fair values had fallen below the carrying values. Subsequent to the impairment charge, the Juarez, Mexico facility was sold and the Company recognized a $0.6 million pre-tax gain on the sale that is included in the $29.9 million total restructuring charges presented above as project costs related to the Company’s Other Restructuring Actions.

ACQUISITION AND DIVESTITURE-RELATED ADJUSTMENTS

Pre-tax acquisition and divestiture-related adjustments affected the Company’s financial results as follows:

(Dollars in Millions)	2013		2012		2011
Reduction in revenue	$	15.9	$	5.5	$	4.9
Amortization of intangible assets		56.9		41.4		21.2
Acquisition and integration costs		17.6		18.9		3.3
Total acquisition-related adjustments	$	90.4	$	65.8	$	29.4
Gain on sale of inkjet-related technology and assets		(73.5)		–		–
Divestiture costs		4.3		–		–
Total divestiture-related adjustments		(69.2)		–		–
Total acquisition and divestiture-related adjustments	$	21.2	$	65.8	$	29.4

Reductions in revenue and amortization of intangible assets were recognized primarily in the Perceptive Software reportable segment. Acquisition and integration costs were recognized primarily in All other. The gain on sale of inkjet-related technology and assets and divestiture costs were recognized primarily in the ISS reportable segment.

Acquisitions

In connection with acquisitions, Lexmark incurs costs and adjustments (referred to as “acquisition-related adjustments”) that affect the Company’s financial results. These acquisition-related adjustments result from business combination accounting rules as well as expenses that would otherwise have not been incurred by the Company if acquisitions had not taken place.

Reductions in revenue result from business combination accounting rules when deferred revenue balances assumed as part of acquisitions are adjusted down to fair value. Fair value approximates the cost of fulfilling the service obligation, plus a reasonable profit margin. Subsequent to acquisitions, the Company analyzes the amount of amortized revenue that would have been recognized had the acquired company remained independent and had the deferred revenue balances not been adjusted to fair value. The $15.9 million, $5.5 million and $4.9 million downward adjustments to revenue for 2013, 2012 and 2011, respectively, are reflected in Revenue presented on the Company’s Consolidated Statements of Earnings. The Company expects future pre-tax reductions in revenue of approximately $8 million for 2014.

Due to business combination accounting rules, intangible assets are recognized as a result of acquisitions which were not previously presented on the balance sheet of the acquired company. These intangible assets consist primarily of purchased technology, customer relationships, trade names, in-process research and development and non-compete agreements. Subsequent to the acquisition date, some of these intangible assets begin amortizing and represent an expense that would not have been recorded had the acquired company remained independent. The Company incurred the following on the Consolidated Statements of Earnings for the amortization of intangible assets.

Amortization of intangible assets:

(Dollars in Millions)	2013		2012		2011
Recorded in Cost of product revenue	$	36.5	$	27.2	$	15.5
Recorded in Research and development		0.7		0.9		0.4
Recorded in Selling, general and administrative		19.7		13.3		5.3
Total amortization of intangible assets	$	56.9	$	41.4	$	21.2

For 2014, the Company expects pre-tax charges for the amortization of intangible assets to be approximately $67 million.

In connection with its acquisitions, the Company incurs acquisition and integration expenses that would not have been incurred otherwise. The acquisition costs include items such as investment banking fees, legal and accounting fees, and costs of retention bonus programs for the senior management of the acquired company. Integration costs may consist of information technology expenses including certain costs for software and systems to be implemented in acquired companies, consulting costs and travel expenses. Integration costs may also include non-cash charges related to the abandonment of assets under construction by the Company that are determined to be duplicative of assets of the acquired company and non-cash charges related to certain assets which are abandoned as systems are integrated across the combined entity. The costs are expensed as incurred, and can vary substantially in size from one period to the next.

During 2013, 2012 and 2011 the Company incurred $17.6 million, $18.9 million and $3.3 million, respectively, in Selling, general and administrative on the Company’s Consolidated Statements of Earnings for acquisition and integration costs. The Company expects pre-tax adjustments for acquisition and integration expenses of approximately $17 million for 2014.

Divestiture

Refer to Part II, Item 8, Note 4 of the Notes to Consolidated Financial Statements for information regarding the gain recognized upon sale of inkjet-related technology and assets.

In connection with the sale of the Company’s inkjet-related technology and assets, the Company incurred expenses that would not have been incurred otherwise. Divestiture-related costs consist of employee travel expenses and compensation, consulting costs, training costs and transition services including non-cash charges related to assets used in providing the transition services. These costs are incremental to normal operating charges and are expensed as incurred. During 2013 the Company incurred $4.3 million in Selling, general and administrative on the Company’s Consolidated Statements of Earnings for divestiture-related costs. The Company expects pre-tax adjustments for divestiture-related expenses of approximately $3 million for 2014.

PENSION AND OTHER POSTRETIREMENT PLANS

The following table provides the total pre-tax benefit costs related to Lexmark’s pension and other postretirement plans for the years 2013, 2012, and 2011. These amounts reflect the Company’s 2013 change in accounting policy for pension and other postretirement benefit plan asset and actuarial gains and losses. Refer to Part II, Item 8, Note 2 of the Notes to Consolidated Financial Statements for additional information.

(Dollars in Millions)	2013		2012		2011
Total cost of pension and other postretirement plans	$	(59.6)	$	52.7	$	118.1
Comprised of:
Defined benefit pension plans	$	(86.5)	$	25.6	$	94.6
Defined contribution plans		28.3		26.0		25.6
Other postretirement plans		(1.4)		1.1		(2.1)

Defined benefit pension expense decreased $112.1 million in 2013. Defined benefit pension expense amounts in 2013 included an asset and actuarial net gain of $80.6 million, compared with a net loss of $23.4 million in 2012. Amounts in 2012 also included a net curtailment loss of $6.7 million. The $2.5 million decrease in postretirement expense in 2013 was primarily due to an actuarial net gain of $2.4 million in 2013, compared with a gain of $1.6 million in 2012. Postretirement expense also included a net curtailment loss of $0.7 million in 2012.

Defined benefit pension expense decreased $69.0 million in 2012. Defined benefit pension expense amounts in 2012 included an asset and actuarial net loss of $23.4 million, compared with a net loss of $96.1 million in 2011. Amounts in 2012 also included a net curtailment loss of $6.7 million compared with a gain of $0.3 million in 2011. The $3.2 million increase in postretirement expense in

2012 was primarily due to lower amortization of prior service credit of $0.2 million during the year compared with a credit of $3.4 million in 2011, and a net curtailment loss of $0.7 million in 2012. Postretirement expense in 2012 and 2011 included actuarial gains of $1.6 million and $1.4 million, respectively.

The defined benefit pension and other postretirement benefit plan asset and actuarial net gains and losses discussed above are driven by changes in discount rates, actuarial assumptions such as mortality rates, and assumptions about asset returns. See “CRITICAL ACCOUNTING POLICIES AND ESTIMATES” in Item 7 for components of the Company’s 2013 asset and actuarial net gain for its defined benefit pension and other postretirement plans.

Future effects of retirement-related benefits on the operating results of the Company depend on economic conditions, employee demographics, mortality rates and investment performance. See “CRITICAL ACCOUNTING POLICIES AND ESTIMATES” in Item 7 for a sensitivity analysis for long-term assumptions for the Company’s U.S. pension plans.

The funding requirement for single-employer defined benefit pension plans under the Pension Protection Act of 2006 (“the Act”) are largely based on a plan’s calculated funded status, with accelerated payments for any funding shortfalls. The Act directs the U.S. Treasury Department to develop a new yield curve to discount pension obligations for determining the funded status of a plan when calculating the funding requirements.

Refer to Part II, Item 8, Note 17 of the Notes to Consolidated Financial Statements for additional information relating to the Company’s pension and other postretirement plans.

LIQUIDITY AND CAPITAL RESOURCES

Financial Position

Lexmark’s financial position remains strong at December 31, 2013, with working capital of $824.8 million compared to $476.6 million at December 31, 2012. The $348.2 million increase in working capital accounts was primarily due to the issuance of $400 million of long-term debt and subsequent repayment of the 2013 senior notes in March 2013. Cash and cash equivalents and current marketable securities increased $148.9 million driven by strong operating cash flows and proceeds from the sale of inkjet related technology and assets. This increase was somewhat offset by acquisitions of companies, dividend payments and share repurchases. The Company repurchased shares in the amount of $82 million and made cash dividend payments of $75.3 million during the year.

At December 31, 2013 and December 31, 2012, the Company had senior note debt of $699.6 million and $649.6 million, respectively. The Company had no amounts outstanding under its U.S. trade receivables financing program or its revolving credit facility at December 31, 2013 or December 31, 2012.

The debt to total capital ratio was stable at 34% at December 31, 2013 and December 31, 2012. The debt to total capital ratio is calculated by dividing the Company’s outstanding debt by the sum of its outstanding debt and total stockholders’ equity.

Liquidity

The following table summarizes the Company’s Consolidated Statements of Cash Flows for the years indicated:

(Dollars in millions)	2013		2012		2011
Net cash flow provided by (used for):
Operating activities	$	480.0	$	421.3	$	401.0
Investing activities		(309.4)		(302.5)		(106.9)
Financing activities		(107.7)		(263.4)		(272.3)
Effect of exchange rate changes on cash		(2.1)		0.9		(3.2)
Net change in cash and cash equivalents	$	60.8	$	(143.7)	$	18.6

The Company’s primary source of liquidity has been cash generated by operations, which totaled $480.0 million, $421.3 million, and $401.0 million in 2013, 2012, and 2011, respectively. Cash from operations generally has been sufficient to allow the Company to fund its working capital needs and finance its capital expenditures and acquisitions. Management believes that cash provided by operations will continue to be sufficient on a worldwide basis to meet operating and capital needs as well as the funding of expected dividends and share repurchases for the next twelve months. However, in the event that cash from operations is not sufficient, the Company has substantial cash and cash equivalents and current marketable securities balances and other potential sources of liquidity through utilization of its trade receivables financing program and revolving credit facility or access to the private and public debt markets. The Company may choose to use these sources of liquidity from time to time, including during 2014, to fund strategic acquisitions, dividends, and/or share repurchases.

As of December 31, 2013, the Company held $1,054.7 million in Cash and cash equivalents and current Marketable securities. The Company’s ability to fund operations from this balance could be limited by the liquidity in the market as well as possible tax implications of moving proceeds across jurisdictions. Of this amount, approximately $1,014.5 million of Cash and cash equivalents and current Marketable securities were held by foreign subsidiaries. The Company utilizes a variety of financing strategies with the objective of having its worldwide cash available in the locations where it is needed. However, if amounts held by foreign subsidiaries were needed to fund operations in the U.S., the Company could be required to accrue and pay taxes to repatriate a large portion of these funds. The Company’s intent is to permanently reinvest undistributed earnings of low tax rate foreign subsidiaries and current plans do not demonstrate a need to repatriate them to fund operations in the U.S.

As of December 31, 2012, the Company held $905.8 million in Cash and cash equivalents and current Marketable securities. Of this amount, approximately $869.8 million of Cash and cash equivalents and current Marketable securities were held by foreign subsidiaries.

A discussion of the Company’s additional sources of liquidity is included in the Financing activities section to follow.

Operating activities

The Company continues to generate significant annual cash flow from operations. After the decrease in earnings in 2012 versus 2011, earnings and cash flow from operations increased in 2013 to $261.8 million and $480.0 respectively, reflecting lower cash outlays, and increased collections.

The $58.7 million increase in cash flow from operating activities from 2012 to 2013 was driven by the following factors.

Trade receivables balance decreased $78.3 million in 2013 while they increased $57.2 million in 2012, excluding receivables recognized from business combinations. This $135.5 million fluctuation between the activity in 2013 and that of 2012 is driven largely by timing of sales as well as a decrease in days sales outstanding. The decrease in days sales outstanding reflects improved collection efforts.

The favorable YTY change in Accrued liabilities and in Other assets and liabilities, collectively, was $66.5 million comparing 2013 to 2012. The largest factors behind the YTY movement included increased incentive compensation accruals and marketing program accruals. Annual incentive compensation accruals, which are expected to be paid in first quarter of 2014, were up approximately $49 million in 2013 compared to 2012. Marketing program accruals increased $24 million in 2013 compared to a $10 million decrease in 2012. Cash paid for income taxes had a negative impact on cash flows from operations as detailed in Part II, Item 8, Note 14 of the Notes to Consolidated Financial Statements. The negative impact for cash paid from income taxes was partially offset by other tax related accruals.

The activities above were partially offset by the following factors.

Although Net Earnings increased $154.2 million for the full year 2013 as compared to the full year 2012, the YTY increase in Net Earnings was affected by the non-cash Pension and other postretirement (income) expense and Gain on the sale of inkjet-related technology and assets of $114.6 million and $75.3 million, respectively.

Accounts payable decreased $38.3 million in 2013 while they increased $22.0 million in 2012. The decrease in 2013 is driven by the exit of inkjet business and utilization of on-hand inventory.

Inventories decreased $7.3 million in 2013 and $58.2 million in 2012. This reflects continued improvement in inventory management and reduced inventory levels due to exit of inkjet business.

Refer to the contractual cash obligations table that follows for additional information regarding items that will likely impact the Company’s future cash flows.

The $20.3 million increase in cash flow from operating activities from 2011 to 2012 was driven by the following factors.

The favorable YTY change in Accrued liabilities and in Other assets and liabilities, collectively, was $176.5 million comparing 2012 to 2011. The largest factors behind the YTY movement included cash paid for income taxes, annual incentive compensation payments, less increase in capital lease receivables, and pension and postretirement funding. Refer to Part II, Item 8, Note 14 of the Notes to Consolidated Financial Statements for information related to cash paid for income taxes. Annual incentive compensation payments were approximately $10 million in 2012 compared to $65 million in 2011. The decrease of capital lease receivables YTY generated a favorable impact of $20.1 million. The Company also made approximately $39 million of pension and post retirement plan payments in 2012 compared to the net contribution of $31 million in 2011.

Changes in Accounts payable balances contributed $72.6 million to the increase in cash flow from operating activities from 2011 to 2012. Accounts payable increased $22.0 million in 2012 while they decreased $50.6 million in 2011. The increase in 2012 is driven by the longer payment cycle.

Inventories decreased $58.2 million in 2012 while they decreased $30.6 million in 2011. This $27.6 million improvement reflects improved inventory management.

The activities above were partially offset by the following factors.

Net Earnings decreased $167.6 million for the full year 2012 as compared to the full year 2011. However, the YTY decrease in Net Earnings was affected by a YTY increase in depreciation and amortization as well as other charges related to restructuring actions not funded during 2012. Conversely, Net Earnings was also affected by the $65.8 million decrease in the non-cash Pension and other postretirement (income) expense.

Trade receivables balances increased $57.2 million in 2012 while they decreased $24.0 million in 2011, excluding receivables recognized from business combinations. This $81.2 million fluctuation between the activity in 2012 and that of 2011 is driven largely by increased delinquencies as well as an increase in days sales outstanding. The increase in days sales outstanding reflects the changing mix of the Company’s business toward solutions, software and MPS, which have longer collection periods than traditional hardware and supplies.

Cash conversion days

Cash conversion days represent the number of days that elapse between the day the Company pays for materials and the day it collects cash from its customers. Cash conversion days are equal to the days of sales outstanding plus days of inventory less days of payables.

The days of sales outstanding are calculated using the period-end Trade receivables balance, net of allowances, and the average daily revenue for the quarter.

The days of inventory are calculated using the period-end net Inventories balance and the average daily cost of revenue for the quarter.

The days of payables are calculated using the period-end Accounts payable balance and the average daily cost of revenue for the quarter.

Please note that cash conversion days presented above may not be comparable to similarly titled measures reported by other registrants. The cash conversion days in the table above may not foot due to rounding. The 2013 cash conversion days were exceptional; the Company does not expect to maintain the same level of performance in early 2014. Cash conversion days in early 2014 will likely align closer to prior trends.

Investing activities

The $6.9 million increase in net cash flows used for investing activities during 2013 compared to that of 2012 was driven by the $267.7 million decrease in proceeds from marketable securities offset by the decrease in business acquisitions of $99.3 million, a $68.3 million decrease in purchases of marketable securities and proceeds from the sale of inkjet-related technology and assets of $97.6 million.

The $195.6 million increase in net cash flows used for investing activities during 2012 compared to that of 2011 was driven by the $204.0 million increase in business acquisitions.

The Company’s business acquisitions, marketable securities and capital expenditures are discussed below.

Business acquisitions

In 2013, cash flow used to acquire businesses was lower than 2012 due to the acquisitions of AccessVia, Twistage, Saperion and PACSGEAR at a total net purchase price of $146.1 million compared to Brainware, ISYS, Nolij, and Acuo, which were acquired in 2012 for $245.4 million. AccessVia provides industry-leading signage solutions to create and produce retail shelf-edge materials, all from a single platform, which can be directed to a variety of output devices and published to digital signs or electronic shelf tags.

Twistage offers an industry-leading, pure cloud software platform for managing video, audio and image content. Saperion is a European-based leader in ECM solutions, focused on providing document archive and workflow solutions. PACSGEAR is a leading provider of connectivity solutions for healthcare providers to capture, manage and share medical images and related documents and integrate them with existing picture archiving and communication systems and EMR systems.

In 2012, cash flow used to acquire businesses was higher than 2011 due to the additional acquisitions of Brainware, ISYS, Nolij, and Acuo at a total purchase price of $245.4 million compared to Pallas Athena, which was acquired in 2011. Brainware is a leading provider of intelligent data capture software which builds upon and strengthens Lexmark’s unique, industry-leading end-to-end products, solutions and services with a broader range of software that enables customers to capture, manage and access information and business process workflows. ISYS is a leader in high performance enterprise and federated search and universal information access solutions. Nolij is a prominent provider of Web-based imaging, document management and workflow solutions for the higher education market. Acuo is a leading provider of software for the healthcare sector, including clinical content management, data migration, and vendor neutral archives.

Refer to Part II, Item 8, Note 4 of the Notes to Consolidated Financial Statements for additional information regarding business combinations.

Marketable securities

The Company increased its marketable securities investments in 2013 by $94.0 million primarily with proceeds from the debt issuance and the sale of inkjet-related technology and assets. The Company decreased its marketable securities investments in 2012 and 2011 by $105.4 million and $86.4 million, respectively.

The Company’s investments in marketable securities are classified and accounted for as available-for-sale and reported at fair value. At December 31, 2013 and December 31, 2012, the Company’s marketable securities portfolio consisted of asset-backed and mortgage-backed securities, corporate debt securities, preferred and municipal debt securities, U.S. government and agency debt securities, international government securities, certificates of deposit and commercial paper. The Company’s auction rate securities, valued at $6.7 million and $6.3 at December 31, 2013 and December 31, 2012, respectively, were reported in the noncurrent assets section of the Company’s Consolidated Statements of Financial Position.

The marketable securities portfolio held by the Company contains market risk (including interest rate risk) and credit risk. These risks are managed through the Company’s investment policy and investment management contracts with professional asset managers which require sector diversification, limitations on maturity and duration, minimum credit quality and other criteria. The Company also maintains adequate issuer diversification through strict issuer limits except for securities issued by the U.S. government or its agencies. The Company’s ability to access the portfolio to fund operations could be limited by the liquidity in the market as well as possible tax implications of moving proceeds across jurisdictions.

The Company assesses its marketable securities for other-than-temporary declines in value in accordance with the model provided under the FASB’s amended guidance, which was adopted in the second quarter of 2009. The Company has disclosed in the Critical Accounting Policies and Estimates portion of Management’s Discussion and Analysis its policy regarding the factors it considers and significant judgments made in applying the amended guidance. There were no major developments during 2013 with respect to OTTI of the Company’s marketable securities. Specifically regarding the Company’s auction rate securities, the most illiquid securities in the portfolio, Lexmark has previously recognized OTTI on only one security due to credit events involving the issuer and the insurer. Because of the Company’s liquidity position, it is not more likely than not that the Company will be required to sell the auction rate securities until liquidity in the market or optional issuer redemption occurs. The Company could also hold the securities to maturity if it chooses. Additionally, if Lexmark required capital, the Company has available liquidity through its trade receivables facility and revolving credit facility. Given these circumstances, the Company would only have to recognize OTTI on its auction rate securities if the present value of the expected cash flows is less than the amortized cost of the individual security.

Level 3 fair value measurements are based on inputs that are unobservable and significant to the overall valuation. Level 3 measurements were 1.1% of the Company’s total available-for-sale marketable securities portfolio at December 31, 2013 compared to 2.1% at December 31, 2012.

Refer to Part II, Item 8, Note 3 of the Notes to Consolidated Financial Statements for additional information regarding fair value measurements. Refer to Part II, Item 8, Note 7 of the Notes to Consolidated Financial Statements for additional information regarding marketable securities.

Capital expenditures

The Company invested $167.4 million, $162.2 million, and $156.5 million into Property, plant and equipment for the years 2013, 2012 and 2011, respectively. Further discussion regarding 2013 capital expenditures as well as anticipated spending for 2014 are provided near the end of Item 7.

Financing activities

The fluctuations in the net cash flows used for financing activities were principally due to the Company’s share repurchases and net proceeds from the issuance of senior notes. In 2013, cash flows used for financing activities were $107.7 million, due mainly to net proceeds from debt activities of $47.3 million, share repurchases of $82.0 million and dividend payments of $75.3 million. In 2012, cash flows used for financing activities were $263.4 million, due mainly to share repurchases of $190.0 million and dividend payments of $78.6 million, less proceeds from employee stock plans of $5.8 million. In 2011, cash flows used for financing activities were $272.3 million, due mainly to share repurchases of $250 million, dividend payment of $18 million as well as the $7.1 million repayment of debt assumed by the Company in the fourth quarter acquisition of Pallas Athena.

Intra-period financing activities

The Company used its trade receivables facility, bank overdrafts and other financing sources to supplement daily cash needs of the Company and its subsidiaries in 2013. Such borrowings were repaid in very short periods of time and were not material to the Company’s overall liquidity position or its financial statements.

Share repurchases and dividend payments

The Company’s capital return framework is to return, on average, more than 50 percent of free cash flow to its shareholders through dividends and share repurchases. During 2013, the Company repurchased approximately 2.7 million shares of its Class A Common Stock at a cost of $82 million through four accelerated share repurchase agreements executed during the period. As of December 31, 2013, there was approximately $169 million of remaining share repurchase authority from the Board of Directors. This repurchase authority allows the Company, at management’s discretion, to selectively repurchase its stock from time to time in the open market or in privately negotiated transactions depending upon market price and other factors. Refer to Part II, Item 8, Note 15 of the Notes to Consolidated Financial Statements for additional information regarding share repurchases. During 2012, the Company repurchased approximately 8.1 million shares of its Class A Common Stock at a cost of $190 million through four accelerated share repurchase agreements executed during the period. During 2011, the Company repurchased approximately 7.9 million shares of its Class A Common Stock at a cost of $250 million through two accelerated share repurchase agreements executed during the period.

The Company’s board declared dividends each quarter during 2013. Refer to Part II, Item 8, Note 15 of the Notes to Consolidated Financial Statements for additional information.

On February 20, 2014, subsequent to the date of the financial statements, the Company’s Board of Directors declared a cash dividend of $0.30 per share. The cash dividend will be paid on March 14, 2014, to shareholders of record as of the close of business on March 3, 2014. Future declarations of quarterly dividends are subject to approval by the Board of Directors and may be adjusted as business needs or market conditions change.

After the close of the markets on January 28, 2014, the Company entered into an ASR Agreement with a financial institution counterparty to repurchase additional shares of the Company’s Class A Common Stock. Refer to Part II, Item 8, Note 21 of the Notes to Consolidated Financial Statements for additional information.

Senior Note Debt

In March 2013, the Company completed a public debt offering of $400.0 million aggregate principal amount of fixed rate senior unsecured notes. The notes with an aggregate principal amount of $400.0 million and 5.125% coupon were priced at 99.998% to have an effective yield to maturity of 5.125% and will mature March 15, 2020 (referred to as the “2020 senior notes”). The 2020 senior notes will rank equally with all existing and future senior unsecured indebtedness. The notes from the May 2008 public debt offering with an aggregate principal amount of $300.0 million and 6.65% coupon were priced at 99.73% to have an effective yield to maturity of 6.687% and will mature June 1, 2018 (referred to as the “2018 senior notes”). At December 31, 2013 and December 31, 2012, the outstanding balance of senior note debt was $699.6 million and $649.6 million, respectively, net of discount.

The 2020 senior notes pay interest on March 15 and September 15 of each year, beginning September 15, 2013. The 2018 senior notes pay interest on June 1 and December 1 of each year. The interest rate payable on the notes of each series will be subject to adjustments from time to time if either Moody’s Investors Service, Inc. or Standard and Poor’s Ratings Services downgrades the debt rating assigned to the notes to a level below investment grade, or subsequently upgrades the ratings.

The senior notes contain typical restrictions on liens, sale leaseback transactions, mergers and sales of assets. There are no sinking fund requirements on the senior notes and they may be redeemed at any time at the option of the Company, at a redemption price as described in the related indenture agreements, as supplemented and amended, in whole or in part. If a “change of control triggering event” as defined below occurs, the Company will be required to make an offer to repurchase the notes in cash from the holders at a price equal to 101% of their aggregate principal amount plus accrued and unpaid interest to, but not including, the date of repurchase.

A “change of control triggering event” is defined as the occurrence of both a change of control and a downgrade in the debt rating assigned to the notes to a level below investment grade.

In March 2013, the Company repaid its $350.0 million principal amount of 5.90% senior notes that were due on June 1, 2013 (referred to as the “2013 senior notes”). For the year ended December 31, 2013, a loss of $3.3 million was recognized in the Consolidated Statements of Earnings, related to $3.2 million of premium paid upon repayment and $0.1 million related to the write-off of related debt issuance costs.

The Company used a portion of the net proceeds from the 2020 senior notes offering to extinguish the 2013 senior notes and intends to use the remaining net proceeds for general corporate purposes, including to fund share repurchases, fund dividends, finance acquisitions, finance capital expenditures and operating expenses and invest in any subsidiaries.

Additional sources of liquidity

The Company has additional liquidity available through its trade receivables facility and revolving credit facility. These sources can be accessed domestically if the Company is unable to satisfy its cash needs in the United States with cash flows provided by operations and existing cash and cash equivalents and marketable securities.

Trade Receivables Facility

In the U.S., the Company and one of its wholly-owned consolidated entities transfers a majority of their receivables to its wholly-owned subsidiary, Lexmark Receivables Corporation (“LRC”), which then may transfer the receivables on a limited recourse basis to an unrelated third party. The financial results of LRC are included in the Company’s consolidated financial results since it is a wholly-owned subsidiary. LRC is a separate legal entity with its own separate creditors who, in a liquidation of LRC, would be entitled to be satisfied out of LRC’s assets prior to any value in LRC becoming available for equity claims of the Company. The Company accounts for transfers of receivables from LRC to the unrelated third party as a secured borrowing with the pledge of its receivables as collateral since LRC has the ability to repurchase the receivables interests at a determinable price.

In October 2013, the trade receivables facility was amended by extending the term of the facility to October 9, 2014. In addition, Perceptive Software, LLC became an originator under the facility, permitting advancements under the facility as receivables are originated by Perceptive Software, LLC and transferred to LRC. The maximum capital availability under the facility remains at $125 million under the amended agreement. There were no secured borrowings outstanding under the trade receivables facility at December 31, 2013 or December 31, 2012.

This facility contains customary affirmative and negative covenants as well as specific provisions related to the quality of the accounts receivables transferred. Receivables transferred to the unrelated third party may not include amounts over 90 days past due or concentrations over certain limits with any one customer. The facility also contains customary cash control triggering events which, if triggered, could adversely affect the Company’s liquidity and/or its ability to obtain secured borrowings.

Revolving Credit Facility

Effective February 5, 2014, Lexmark amended its current $350 million 5-year senior, unsecured, multicurrency revolving credit facility, entered into on January 18, 2012, by increasing its size to $500 million. In addition, the maturity date of the amended credit facility was extended to February 5, 2019. Please refer to Part II, Item 8, Note 21 of the Notes to Consolidated Financial Statements for more information on this amended facility and refer to Part II, Item 8, Note 13 of the Notes to Consolidated Financial Statements for more information on the facility in place as of December 31, 2013.

The amended credit facility contains customary affirmative and negative covenants and also contains certain financial covenants, including those relating to a minimum interest coverage ratio of not less than 3.0 to 1.0 and a maximum leverage ratio of not more than 3.0 to 1.0 as defined in the agreement. The amended credit facility also limits, among other things, the Company’s indebtedness, liens and fundamental changes to its structure and business.

Additional information related to the amended credit facility can be found in the Form 8-K report that was filed with the SEC by the Company on February 6, 2014.

As of December 31, 2013 and December 31, 2012, there were no amounts outstanding under the revolving credit facilities.

Credit Ratings and Other Information

The Company’s credit ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. are BBB- and Baa3, respectively. The ratings remain investment grade.

The Company’s credit rating can be influenced by a number of factors, including overall economic conditions, demand for the Company’s products and services and ability to generate sufficient cash flow to service the Company’s debt. A downgrade in the Company’s credit rating to non-investment grade would decrease the maximum availability under its trade receivables facility, potentially increase the cost of borrowing under the revolving credit facility and increase the coupon payments on the Company’s public debt, and likely have an adverse effect on the Company’s ability to obtain access to new financings in the future. The Company does not have any rating downgrade triggers that accelerate the maturity dates of its Facility or public debt.

The Company was in compliance with all covenants and other requirements set forth in its debt agreements at December 31, 2013. The Company believes that it is reasonably likely that it will continue to be in compliance with such covenants in the near future.

Off-Balance Sheet Arrangements

At December 31, 2013, the Company had no off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Cash Obligations

The following table summarizes the Company’s contractual obligations at December 31, 2013:

(Dollars in Millions)	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Long-term debt (1)	$	923	$	40	$	81	$	371	$	431
Operating leases		106		34		42		18		12
Purchase obligations		141		141		–		–		–
Uncertain tax positions		24		8		3		9		4
Pension and other postretirement plan contributions		34		34		–		–		–
Other long-term liabilities (2)		35		13		7		3		12
Total contractual obligations	$	1,263	$	270	$	133	$	401	$	459

(1) includes interest payments
(2) includes current portion of other long-term liabilities

Long-term debt reported in the table above includes principal repayments of $300 million and $400 million in the 3-5 Years and More than 5 Years columns, respectively. All other amounts represent interest payments.

Purchase obligations reported in the table above include agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

Other long-term liabilities reported in the table above is made up of various items including asset retirement obligations and restructuring reserves.

The Company’s funding policy for its pension and other postretirement plans is to fund minimum amounts according to the regulatory requirements under which the plans operate. From time to time, the Company may choose to fund amounts in excess of the minimum for various reasons. The Company is currently expecting to contribute approximately $34 million to its pension and other postretirement plans in 2014, as noted in the table above. The Company anticipates similar levels of funding for 2015 and 2016 based on factors that were present as of December 31, 2013. Actual future funding requirements beyond 2014 will be impacted by various factors, including actual pension asset returns and interest rates used for discounting future liabilities and are, therefore, not included in the table above. The effect of any future contributions the Company may be obligated or otherwise choose to make could be material to the Company’s future cash flows from operations.

As of December 31, 2013, the Company had accrued $64.0 million for pending copyright fee issues, including litigation proceedings, local legislative initiatives and/or negotiations with the parties involved. These accruals are included in Accrued liabilities on the Consolidated Statements of Financial Position. The liability is not included in the table above due to the level of uncertainty regarding the timing of payments and ultimate settlement of the litigation. Payment of such potential obligations could have a material impact on

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Lexmark International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS

For the years ended December 31, 2013, 2012, and 2011

(In Millions, Except Per Share Amounts)

	2013		2012		2011

Revenue:
Product	$	3,242.3	$	3,447.5	$	3,856.9
Service		425.3		350.1		316.1
Total Revenue		3,667.6		3,797.6		4,173.0
Cost of revenue:
Product		1,880.3		2,064.0		2,339.2
Service		321.9		284.0		265.2
Restructuring-related costs		21.5		47.8		4.5
Total Cost of revenue		2,223.7		2,395.8		2,608.9
Gross profit		1,443.9		1,401.8		1,564.1

Research and development		287.2		369.1		405.9
Selling, general and administrative		810.1		805.1		788.5
Gain on sale of inkjet-related technology and assets		(73.5)		–		–
Restructuring and related charges		10.9		36.1		2.0
Operating expense		1,034.7		1,210.3		1,196.4
Operating income		409.2		191.5		367.7

Interest expense (income), net		33.0		29.6		29.9
Other expense (income), net		4.5		(0.5)		(0.6)
Loss on extinguishment of debt		3.3		–		–
Earnings before income taxes		368.4		162.4		338.4

Provision for income taxes		106.6		54.8		63.2
Net earnings	$	261.8	$	107.6	$	275.2

Net earnings per share:
Basic	$	4.16	$	1.57	$	3.57
Diluted	$	4.08	$	1.55	$	3.53
Shares used in per share calculation:
Basic		63.0		68.6		77.1
Diluted		64.1		69.5		77.9
Cash dividends declared per common share	$	1.20	$	1.15	$	0.25

See notes to consolidated financial statements.

Lexmark International, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Millions, Except Per Share Amounts)

1. ORGANIZATION AND BUSINESS

Since its inception in 1991, Lexmark International, Inc. (“Lexmark” or the “Company”) has become a leading developer, manufacturer and supplier of printing, imaging, device management, managed print services (“MPS”), document workflow and, more recently, business process and content management solutions. The Company operates in the office printing and imaging, and enterprise content and business process management (“ECM and BPM”), document output management (“DOM”), intelligent data capture and search software markets. Lexmark’s products include laser printers and multifunction devices, dot matrix printers and the associated supplies/solutions/services, as well as ECM, BPM, DOM, intelligent data capture, search and the associated workflow software solutions and services. The major customers for Lexmark’s products are large corporations, small and medium businesses (“SMBs”), and the public sector. The Company’s products are principally sold through resellers, retailers and distributors in various countries in North and South America, Europe, the Middle East, Africa, Asia, the Pacific Rim and the Caribbean.

Revisions were made to the Consolidated Statements of Cash Flows for the years ended December 31, 2012 and December 31, 2011 to properly reflect the amortization and accretion of premiums and discounts and the realized gains and losses related to the Company’s marketable securities. These revisions increased Net cash flows provided by operating activities for 2012 and 2011 by $8.2 million and $10.0 million, respectively, and increased Net cash flows used for investing activities by the same amounts. The revision to operating activities impacted Other in the Adjustments to reconcile net earnings to net cash provided by operating activities and Other assets and liabilities in the Changes in assets and liabilities, net of acquisitions and divestitures by $4.1 million each for 2012 and $6.8 million and $3.2 million, respectively, for 2011. The revision to investing activities impacted Proceeds from sales of marketable securities and Proceeds from maturities of marketable securities as an increase of $0.2 million and a decrease of $8.4 million, respectively, for 2012 and decreases of $6.9 million and $3.1 million, respectively, for 2011. The revisions in the Consolidated Statements of Cash Flows noted above represent errors that are not deemed material, individually or in the aggregate, to the current or prior periods consolidated financial statements.

2. SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are an integral part of its financial statements.

Principles of Consolidation:

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates:

The preparation of consolidated financial statements in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, as well as disclosures regarding contingencies. On an ongoing basis, the Company evaluates its estimates, including those related to customer programs and incentives, product returns, doubtful accounts, inventories, stock-based compensation, goodwill, intangible assets, income taxes, warranty obligations, copyright fees, restructurings, pension and other postretirement benefits, contingencies and litigation, long-lived assets, and fair values that are based on unobservable inputs significant to the overall measurement. Lexmark bases its estimates on historical experience, market conditions, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Foreign Currency Translation and Remeasurement:

Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment are translated into U.S. dollars at period-end exchange rates. Income and expense accounts are translated at average exchange rates prevailing during the period. Adjustments arising from the translation of assets and liabilities, changes in stockholders’ equity and results of operations are accumulated as a separate component of Accumulated other comprehensive earnings (loss) in stockholders’ equity.

Certain non-U.S. subsidiaries use the U.S. dollar as their functional currency. Local currency transactions of these subsidiaries are remeasured using a combination of current and historical exchange rates. The effect of re-measurement is included in net earnings.

Cash Equivalents:

All highly liquid investments with an original maturity of three months or less at the Company’s date of purchase are considered to be cash equivalents.

Fair Value:

The Company generally uses a market approach, when practicable, in valuing financial instruments. In certain instances, when observable market data is lacking, the Company uses valuation techniques consistent with the income approach whereby future cash flows are converted to a single discounted amount. The Company uses multiple sources of pricing as well as trading and other market data in its process of reporting fair values and testing default level assumptions. The Company assesses the quantity of pricing sources available, variability in pricing, trading activity, and other relevant data in performing this process. The fair value of cash and cash equivalents, trade receivables and accounts payable approximate their carrying values due to the relatively short-term nature of the instruments.

In determining where measurements lie in the fair value hierarchy, the Company uses default assumptions regarding the general characteristics of the financial instrument as the starting point. The Company then adjusts the level assigned to the fair value measurement, as necessary, based on the weight of the evidence obtained by the Company. Except for its pension plan assets, the Company reviews the levels assigned to its fair value measurements on a quarterly basis and recognizes transfers between levels of the fair value hierarchy as of the beginning of the quarter in which the transfer occurs. For pension plan assets, the Company reviews the levels assigned to its fair value measurements on an annual basis and recognizes transfers between levels as of the beginning of the year in which the transfer occurs.

The Company also performs fair value measurements on a nonrecurring basis for various nonfinancial assets including intangible assets acquired in a business combination, impairment of long-lived assets held for sale and goodwill and indefinite-lived intangible asset impairment testing. The valuation approach(es) selected for each of these measurements depends upon the specific facts and circumstances.

Marketable Securities:

Based on the Company’s expected holding period, Lexmark has classified all of its marketable securities as available-for-sale and the majority of these investments are reported in the Consolidated Statements of Financial Position as current assets. The Company’s available-for-sale auction rate securities have been classified as noncurrent assets since the expected holding period is assumed to be greater than one year due to failed market auctions of these securities. Realized gains or losses are derived using the specific identification method for determining the cost of the securities.

The Company records its investments in marketable securities at fair value through accumulated other comprehensive earnings in accordance with the accounting guidance for available-for-sale securities. Once these investments have been marked to market, the Company must assess whether or not its individual unrealized loss positions contain other-than-temporary impairment (“OTTI”). If an unrealized position is deemed OTTI, then the unrealized loss, or a portion thereof, must be recognized in earnings. The Company recognizes OTTI in earnings for the entire unrealized loss position if it intends to sell or it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery of its amortized cost basis. If the Company does not expect to sell the debt security, but the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss is deemed to exist and OTTI shall be considered to have occurred. The OTTI is separated into two components, the amount representing the credit loss which is recognized in earnings and the amount related to all other factors which is recognized in other comprehensive income.

• The Company’s current cash flow projections,

• Other sources of funds available to the Company such as borrowing lines,

• The value of the security relative to the Company’s overall cash position,

• The length of time remaining until the security matures, and

• The potential that the security will need to be sold to raise capital.

Company makes this assessment based on quantitative and qualitative factors of impaired securities that include a time period analysis on unrealized loss to net book value ratio; severity analysis on unrealized loss to net book value ratio; credit analysis of the security’s issuer based on rating downgrades; and other qualitative factors that may include some or all of the following criteria:

• The regulatory and economic environment.

• The sector, industry and geography in which the issuer operates.

• Forecasts about the issuer’s financial performance and near-term prospects, such as earnings trends and analysts’ or industry specialists’ forecasts.

• Failure of the issuer to make scheduled interest or principal payments.

• Material recoveries or declines in fair value subsequent to the balance sheet date.

Trade Receivables -- Allowance for Doubtful Accounts:

Inventories:

Inventories are stated at the lower of average cost or market, using standard cost which approximates the average cost method of valuing its inventories and related cost of goods sold. The Company considers all raw materials to be in production upon their receipt.

Property, Plant and Equipment:

Property, plant and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The Company capitalizes interest related to the construction of certain fixed assets if the effect of capitalization is deemed material. Property, plant and equipment accounts are relieved of the cost and related accumulated depreciation when assets are disposed of or otherwise retired. Gains or losses on the dispositions of property, plant and equipment are included in the Consolidated Statements of Earnings.

Internal-Use Software Costs:

Lexmark capitalizes direct costs incurred during the application development and implementation stages for developing, purchasing, or otherwise acquiring software for internal use. These software costs are included in Property, plant and equipment, net, on the Consolidated Statements of Financial Position and are amortized over the estimated useful life of the software, generally three to five years. All costs incurred during the preliminary project stage are expensed as incurred.

Software Development Costs:

Software development costs incurred subsequent to a product establishing technological feasibility are usually not significant. As such, Lexmark capitalizes a limited amount of costs for software to be sold, leased or otherwise marketed.

Business Combinations:

The financial results of the businesses that Lexmark has acquired are included in the Company’s consolidated financial results based on the respective dates of the acquisitions. The Company allocates the purchase consideration to the identifiable assets acquired and liabilities assumed in the business combination based on their acquisition-date fair values (with certain limited exceptions). The excess of the purchase consideration over the amounts assigned to the identifiable assets and liabilities is recognized as goodwill. Factors giving rise to goodwill generally include synergies that are anticipated as a result of the business combination, including enhanced product and service offerings and access to new customers. The fair values of identifiable intangible assets acquired in business combinations are generally determined using an income approach, requiring financial forecasts and estimates as well as market participant assumptions.

Goodwill and Intangible Assets:

Lexmark assesses its goodwill and indefinite-lived intangible assets for impairment annually as of December 31 or between annual tests if an event occurs or circumstances change that lead management to believe it is more likely than not that an impairment exists. Examples of such events or circumstances include a deterioration in general economic conditions, increased competitive environment, or a decline in overall financial performance of the Company. Goodwill is tested at the reporting unit level, which is an operating segment or one level below an operating segment (a "component") if the component constitutes a business for which discrete financial information is available and regularly reviewed by segment management. Components are aggregated as a single reporting unit if they have similar economic characteristics. Goodwill is assigned to reporting units of the Company that are expected to benefit from the synergies of the related acquisition.

Although the qualitative assessment for goodwill impairment testing is available to Lexmark, the Company performed a quantitative test of impairment in 2013 and 2012. To estimate fair value for goodwill impairment testing, the Company generally considers both a discounted cash flow analysis, which requires judgments such as projected future earnings and weighted average cost of capital, as well as certain market-based measurements, including multiples developed from prices paid in observed market transactions of comparable companies. In estimating the fair value of its Perceptive Software reporting unit, the Company used an equally-weighted measure based on a discounted cash flow analysis and certain market-based measurements. In estimating the fair value of its ISS reporting unit, the Company used a discounted cash flow analysis.

Long-Lived Assets Held and Used:

Lexmark reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition are insufficient to recover the carrying value of the assets, then an impairment loss is recognized based upon the excess of the carrying value of the assets over the fair value of the assets. Fair value is determined based on the highest and best use of the assets considered from the perspective of market participants.

Lexmark also reviews any legal and contractual obligations associated with the retirement of its long-lived assets and records assets and liabilities, as necessary, related to such obligations. The asset recorded is amortized over the useful life of the related long-lived tangible asset. The liability recorded is relieved when the costs are incurred to retire the related long-lived tangible asset. The Company’s asset retirement obligations are currently not material to the Company’s Consolidated Statements of Financial Position.

Financing Receivables:

The Company assesses and monitors credit risk associated with financing receivables, namely sales-type capital lease receivables, through an analysis of both commercial risk and political risk associated with the customer financing. Internal credit quality indicators are developed by the Company’s credit management function, taking into account the customer’s net worth, payment history, long term debt ratings and/or other information available from recognized credit rating services. If such information is not available, the Company estimates a rating based on its analysis of the customer’s audited financial statements prepared and certified in accordance with recognized generally accepted accounting principles, if available. The portfolio is assessed on an annual basis for significant changes in credit ratings or other information indicating an increase in exposure to credit risk. Quantitative disclosures related to

financing receivables have been omitted from the Notes to Consolidated Financial Statements as these balances represent approximately 2% of the Company’s total assets.

Environmental Remediation Obligations:

Litigation:

The Company accrues for liabilities related to litigation matters when the information available indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in Selling, general and administrative expenses in the Consolidated Statements of Earnings. Refer to Note 19 of the Notes to Consolidated Financial Statements for more information regarding loss contingencies.

Waste Obligation:

Warranty:

Shipping and Distribution Costs:

Lexmark includes shipping and distribution costs in Cost of revenue on the Consolidated Statements of Earnings.

Segment Data:

The Company is primarily managed along two segments: Imaging Solutions and Services (“ISS”) and Perceptive Software. ISS offers a broad portfolio of monochrome and color laser printers and laser multifunction products as well as a wide range of supplies and services covering its printing products and technology solutions. Perceptive Software offers a complete suite of ECM, BPM, DOM, intelligent data capture and search software as well as associated industry specific solutions.

Revenue Recognition:

General

Lexmark recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue as reported in the Company’s Consolidated Statements of Earnings is reported net of any taxes (e.g., sales, use, value added) assessed by a governmental entity that are directly imposed on a revenue-producing transaction between a seller and a customer.

The Company typically records revenue on a gross basis in those instances when revenue is derived from sales of products or services from third-party vendors. The Company records revenue on a gross basis when it is the principal to the transaction and net of costs when it is acting as an agent between the customer and the vendor. The Company considers several factors in determining whether it

is acting as principal or agent such as whether the Company is the primary obligor to the customer, has control over the pricing, and has inventory and credit risks.

Printing Products

Revenue from product sales, including sales to distributors and resellers, is recognized when title and risk of loss transfer to the customer, generally when the product is shipped to the customer. Lexmark customers include distributors, resellers and end-users of Lexmark products. When other significant obligations remain after products are delivered, such as contractual requirements pertaining to customer acceptance, revenue is recognized only after such obligations are fulfilled. At the time revenue is recognized, the Company provides for the estimated cost of post-sales support, principally product warranty, and reduces revenue for estimated product returns.

Lexmark records estimated reductions to revenue at the time of sale for customer programs and incentive offerings including special pricing agreements, promotions and other volume-based incentives. Estimated reductions in revenue are based upon historical trends and other known factors at the time of sale. Lexmark also records estimated reductions to revenue for price protection, which it provides to substantially all of its distributors and reseller customers.

Printing Services

Revenue from support or maintenance contracts, including extended warranty programs, is recognized ratably over the contractual period. Amounts invoiced to customers in excess of revenue recognized on support or maintenance contracts are recorded as deferred revenue until the appropriate revenue recognition criteria are met. Revenue for time and material contracts is recognized as the services are performed.

Software and Solutions

Lexmark enters into software agreements with customers through the sale of perpetual licenses, software as a service and subscription services. Provided that all other recognition criteria have been met, license revenue is recognized when the customer either takes possession of the software via a download, or has been provided with access codes that allow immediate possession of the software. Conversely, software as a service and subscription services revenue is recognized ratably over the duration of the contract, which is typically three to five years, as the customer does not have the right to take possession of the software. Revenue from software support services is recognized as the services are performed, or is deferred and recognized ratably over the life of the contract for ongoing support service obligations that are billed in advance or that are part of multiple element revenue arrangements.

Multiple Element Revenue Arrangements

General:

Lexmark enters into agreements with customers that contain multiple elements, such as the provisions of hardware, supplies, customized services such as installation, maintenance, and enhanced warranty services, and separately priced maintenance services. These bundled arrangements generally involve capital or operating leases, or upfront purchases of hardware products with services and supplies provided per contract terms or as needed. Lexmark also enters into agreements with customers that contain software deliverables which are discussed separately in the section to follow.

If a deliverable in a multiple element arrangement is subject to other authoritative guidance, such as leased equipment, software or separately priced maintenance services, that deliverable is separated from the arrangement based on its relative selling price and accounted for in accordance with such specific guidance. The remaining deliverables are accounted for under the guidance on multiple-deliverable revenue arrangements. Revenue for these arrangements is allocated to each deliverable based on its relative selling price and is recognized when the revenue recognition criteria for each deliverable has been met.

A multiple deliverable arrangement is separated into more than one unit of accounting if both of the following criteria are met:

• The delivered item(s) has value to the customer on a stand-alone basis; and

• If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within the Company’s control.

If these criteria are not met, the arrangement is accounted for as one unit of accounting and the recognition of revenue is deferred until delivery is complete or is recognized ratably over the contract period as appropriate.

If these criteria are met, consideration is allocated at inception of the arrangement to all deliverables on the basis of the relative selling price. The Company has generally met these criteria in that all of the deliverables in its multiple deliverable arrangements have stand

-alone value in that either the customer can resell that item or another vendor sells that item separately. In cases of deliverables with variable quantities, the Company’s practice is to consider these a separate deliverable in the original arrangement when the customer does not have the option but to purchase future quantities from the Company. The Company typically does not offer a general right of return in regards to its multiple deliverable arrangements.

The selling price of each deliverable is determined by establishing vendor specific objective evidence (“VSOE”), third party evidence (“TPE”) or best estimate of selling price (“BESP”) for each delivered item. If VSOE or TPE is not determinable, the Company utilizes its BESP in order to allocate consideration for those deliverables.

The Company uses its BESP when allocating the transaction price for most of its non-software deliverables due to variability in pricing or lack of stand-alone sales as well as the unique and customized nature of certain deliverables. BESP for the Company’s product deliverables is determined by utilizing a weighted average price approach. BESP for the Company’s service deliverables is determined by utilizing a cost plus margin approach. These approaches are described further in the paragraphs below.

The Company’s method for determining management’s BESP for products starts with a review of historical stand-alone sales data. Prior sales are grouped by product and key data points utilized such as the average unit price and the weighted average price in order to incorporate the frequency of each product sold at any given price. Due to the large number of product offerings, products are then grouped into common product categories (families) incorporating similarities in function and use and a BESP discount is determined by common product category. This discount is then applied to product list price to arrive at a product BESP. This method is performed and applied at a geography level in order to incorporate variances in product pricing across worldwide boundaries.

The Company does not typically sell its services on a stand-alone basis, thus a BESP for services is determined using a cost plus margin approach. The Company typically uses third party suppliers to provide the services component of its multiple element arrangements, thus the cost of services is generally that which is invoiced to the Company, but may also include cost estimates based on parts, labor, overhead and estimates of the number of service actions to be performed. A margin is applied to the cost of services in order to determine a BESP, and is primarily based on consideration of internal factors such as margin objectives and pricing practices as well as competitor pricing strategies.

Software:

For software deliverables, relative selling price is determined using VSOE which is based on company specific stand-alone sales data or renewal rates. For those arrangements, the Company often uses the residual method to allocate arrangement consideration to delivered software licenses as permitted under the software revenue recognition guidance when VSOE does not exist for all arrangement deliverables. VSOE for professional services is generally based on hourly rates charged and is determined using a bell curve approach on stand-alone sales data, while VSOE for maintenance agreements is determined using a renewal rate approach, which is based on the contractual price for renewal in the original arrangement as substantiated by actual renewal experience. Maintenance revenue is deferred and recognized ratably over the term of the support period which is generally twelve months. Software components that function together with the non-software components to provide the equipment’s essential functionality are accounted for as part of the sale of the equipment. Software components that do not function together with the non-software components to deliver the equipment’s essential functionality are accounted for under the software revenue recognition guidance.

Research and Development Costs:

Lexmark engages in the design and development of new products and enhancements to its existing products. The Company’s research and development activity is focused on laser devices and associated supplies, features and related technologies as well as software. Refer to Software Development Costs earlier in this note for information related to software development costs.

The Company expenses research and development costs when incurred. Equipment acquired for research and development activities that has alternative future use (in research and development projects or otherwise) may be capitalized and depreciated. Research and development costs include salary and labor expenses, infrastructure costs, and other costs leading to the establishment of technological feasibility of the new product or enhancement.

Advertising Costs:

The Company expenses advertising costs when incurred. Advertising expense was approximately $41.7 million, $41.0 million and $55.3 million in 2013, 2012 and 2011, respectively.

Change in Accounting Policy for Pension and Other Postretirement Plans

During the fourth quarter of 2013, Lexmark changed its accounting methodology for recognizing costs for all of its company-sponsored U.S. and international pension and postretirement benefit obligations. Previously, the Company recognized the net actuarial gains and losses as a component of stockholders’ equity within the Consolidated Statements of Financial Position. On an

LEXMARK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(In Millions, Except Per Share Amounts)

Year Ended December 31, 2013	Historical Accounting Method		Effect of Accounting Change		As Reported

Revenue:
Product	$	3,242.3	$	–	$	3,242.3
Service		425.3		–		425.3
Total Revenue		3,667.6		–		3,667.6
Cost of revenue:
Product		1,903.1		(22.8)		1,880.3
Service		323.5		(1.6)		321.9
Restructuring-related costs		21.5		–		21.5
Total Cost of revenue		2,248.1		(24.4)		2,223.7
Gross profit		1,419.5		24.4		1,443.9

Research and development		336.2		(49.0)		287.2
Selling, general and administrative		852.4		(42.3)		810.1
Gain on sale of inkjet-related technology and assets		(73.5)		–		(73.5)
Restructuring and related charges		10.9		–		10.9
Operating expense		1,126.0		(91.3)		1,034.7
Operating income		293.5		115.7		409.2

Interest expense (income), net		33.0		–		33.0
Other expense (income), net		4.5		–		4.5
Loss on extinguishment of debt		3.3		–		3.3
Earnings before income taxes		252.7		115.7		368.4

Provision for income taxes		62.1		44.5		106.6
Net earnings	$	190.6	$	71.2	$	261.8

Net earnings per share:
Basic	$	3.02	$	1.14	$	4.16
Diluted	$	2.97	$	1.11	$	4.08
Shares used in per share calculation:
Basic		63.0				63.0
Diluted		64.1				64.1
Cash dividends declared per common share	$	1.20			$	1.20

LEXMARK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(In Millions, Except Per Share Amounts)

Year Ended December 31, 2012	As Previously Reported		Effect of Accounting Change		As Adjusted for Accounting Change

Revenue:
Product	$	3,447.5	$	–	$	3,447.5
Service		350.1		–		350.1
Total Revenue		3,797.6		–		3,797.6
Cost of revenue:
Product		2,064.5		(0.5)		2,064.0
Service		285.3		(1.3)		284.0
Restructuring-related costs		47.8		–		47.8
Total Cost of revenue		2,397.6		(1.8)		2,395.8
Gross profit		1,400.0		1.8		1,401.8

Research and development		372.7		(3.6)		369.1
Selling, general and administrative		804.1		1.0		805.1
Restructuring and related charges		36.1		–		36.1
Operating expense		1,212.9		(2.6)		1,210.3
Operating income		187.1		4.4		191.5

Interest expense (income), net		29.6		–		29.6
Other expense (income), net		(0.5)		–		(0.5)
Earnings before income taxes		158.0		4.4		162.4

Provision for income taxes		51.7		3.1		54.8
Net earnings	$	106.3	$	1.3	$	107.6

Net earnings per share:
Basic	$	1.55	$	0.02	$	1.57
Diluted	$	1.53	$	0.02	$	1.55
Shares used in per share calculation:
Basic		68.6				68.6
Diluted		69.5				69.5
Cash dividends declared per common share	$	1.15			$	1.15

LEXMARK INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(In Millions, Except Per Share Amounts)

Year Ended December 31, 2011	As Previously Reported		Effect of Accounting Change		As Adjusted for Accounting Change

Revenue:
Product	$	3,856.9	$	–	$	3,856.9
Service		316.1		–		316.1
Total Revenue		4,173.0		–		4,173.0
Cost of revenue:
Product		2,321.5		17.7		2,339.2
Service		266.4		(1.2)		265.2
Restructuring-related costs		4.5		–		4.5
Total Cost of revenue		2,592.4		16.5		2,608.9
Gross profit		1,580.6		(16.5)		1,564.1

Research and development		374.5		31.4		405.9
Selling, general and administrative		761.2		27.3		788.5
Restructuring and related charges		2.0		–		2.0
Operating expense		1,137.7		58.7		1,196.4
Operating income (loss)		442.9		(75.2)		367.7

Interest expense (income), net		29.9		–		29.9
Other expense (income), net		(0.6)		–		(0.6)
Earnings (loss) before income taxes		413.6		(75.2)		338.4

Provision for income taxes		92.7		(29.5)		63.2
Net earnings	$	320.9	$	(45.7)	$	275.2

Net earnings per share:
Basic	$	4.16	$	(0.59)	$	3.57
Diluted	$	4.12	$	(0.59)	$	3.53
Shares used in per share calculation:
Basic		77.1				77.1
Diluted		77.9				77.9
Cash dividends declared per common share	$	0.25			$	0.25

Pension and Other Postretirement Plans:

The Company accounts for its defined benefit pension and other postretirement benefit plans using actuarial models. Costs are attributed using the projected unit credit method. The objective under this method is to expense each participant’s benefits under the plan as they accrue, taking into consideration future salary increases and the plan’s benefit allocation formula. Thus, the total pension to which each participant is expected to become entitled is broken down into units, each associated with a year of past or future credited service.

The discount rate assumption for the pension and other postretirement benefit plan liabilities reflects the rates at which the benefits could effectively be settled and are based on current investment yields of high-quality fixed-income investments. The Company uses a yield-curve approach to determine the assumed discount rate based on the timing of the cash flows of the expected future benefit payments. This approach matches the plan’s cash flows to that of a yield curve that provides the equivalent yields on zero-coupon corporate bonds for each maturity.

The Company’s assumed long-term rate of return on plan assets is based on long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns by reference to external sources. The Company also includes an additional return for active management, when appropriate, and deducts various expenses. The differences between actual and expected asset returns are recognized immediately in net periodic benefit cost.

The rate of compensation increase is determined by the Company based upon its long-term plans for such increases. This assumption is no longer applicable to the U.S. and certain non-U.S. pension plans due to benefit accrual freezes.

The Company’s funding policy for its pension plans is to fund the minimum amounts according to the regulatory requirements under which the plans operate. From time to time, the Company may choose to fund amounts in excess of the minimum.

The Company accrues for the cost of providing postretirement benefits such as medical and life insurance coverage over the remaining estimated service period of participants. These benefits are funded by the Company when paid.

The accounting guidance for employers’ defined benefit pension and other postretirement benefit plans requires recognition of the funded status of a benefit plan in the statement of financial position. The change in the fair value of plan assets and net actuarial gains and losses are recognized in net periodic benefit cost in the fourth quarter of each year and whenever a remeasurement is triggered. Such gains and losses may be related to actual results that differ from assumptions as well as changes in assumptions, which may occur each year. Prior service cost or credit is accumulated in other comprehensive earnings and amortized over the estimated future service period of active plan participants.

Stock-Based Compensation:

Equity Classified

Share-based payments to employees, including grants of stock options, are recognized in the financial statements based on their grant date fair value. The fair value of the Company’s stock-based awards, less estimated forfeitures, is amortized over the awards’ vesting periods on a straight-line basis if the awards have a service condition only. For awards that contain a performance condition, the fair value of these stock-based awards, less estimated forfeitures, is amortized over the awards’ vesting periods using the graded vesting method of expense attribution.

The fair value of each stock option award on the grant date was estimated using the Black-Scholes option-pricing model with the following assumptions: expected dividend yield, expected stock price volatility, weighted average risk-free interest rate and weighted average expected life of the options. Under the accounting guidance on share-based payment, the Company’s expected volatility assumption used in the Black-Scholes option-pricing model was based exclusively on historical volatility and the expected life assumption was established based upon an analysis of historical option exercise behavior. The risk-free interest rate used in the Black-Scholes model was based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the Company’s expected term assumption. The fair value of each restricted stock unit (“RSU”) award and deferred stock unit (“DSU”) award was calculated using the closing price of the Company’s stock on the date of grant. Under the terms of the Company’s RSU agreements, unvested RSU awards contain forfeitable rights to dividend equivalent units. The fair value of each dividend equivalent unit (“DEU”) was calculated using the closing price of the Company’s stock on the date of the dividend payment.

The Company elected to adopt the alternative transition method provided in the guidance for calculating the tax effects of stock-based compensation pursuant to the adoption of the share-based payment guidance. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statement of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon the adoption of the share-based payment guidance.

Liability Classified

Cash-based long-term incentive awards based on the Company’s relative total shareholder return were granted in 2012 and 2013. The fair value of the awards is determined each period under a Monte Carlo simulation, which can result in greater variability in expense over the period earned. Refer to Note 6 of the Notes to Consolidated Financial Statements for more information regarding stock-based compensation.

Restructuring:

Lexmark records a liability for a cost associated with an exit or disposal activity at its fair value in the period in which the liability is incurred, except for liabilities for certain employee termination benefit charges that are accrued over time. Employee termination benefits associated with an exit or disposal activity are accrued when the obligation is probable and estimable as a postemployment benefit obligation when local statutory requirements stipulate minimum involuntary termination benefits or, in the absence of local statutory requirements, termination benefits to be provided are similar to benefits provided in prior restructuring activities. Specifically for termination benefits under a one-time benefit arrangement, the timing of recognition and related measurement of a liability depends on whether employees are required to render service until they are terminated in order to receive the termination benefits and, if so, whether employees will be retained to render service beyond a minimum retention period. For employees who are not required to render service until they are terminated in order to receive the termination benefits or employees who will not provide service beyond the minimum retention period, the Company records a liability for the termination benefits at the communication date. If employees are required to render service until they are terminated in order to receive the termination benefits and will be retained to render service beyond the minimum retention period, the Company measures the liability for termination benefits at the communication date and recognizes the expense and liability ratably over the future service period. For contract termination costs, Lexmark records a liability for costs to terminate a contract before the end of its term when the Company terminates the agreement in accordance with the contract terms or when the Company ceases using the rights conveyed by the contract. The Company records a liability for other costs associated with an exit or disposal activity in the period in which the liability is incurred.

Income Taxes:

The provision for income taxes is computed based on pre-tax income included in the Consolidated Statements of Earnings. The Company estimates its tax liability based on current tax laws in the statutory jurisdictions in which it operates. These estimates include judgments about the recognition and realization of deferred tax assets and liabilities resulting from the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The Company determines its effective tax rate by dividing its income tax expense by its income before taxes as reported in its Consolidated Statements of Earnings. For reporting periods prior to the end of the Company’s fiscal year, the Company records income tax expense based upon an estimated annual effective tax rate. This rate is computed using the statutory tax rate and an estimate of annual net income by geographic region adjusted for an estimate of non-deductible expenses and available tax credits.

The evaluation of a tax position in accordance with the accounting guidance for uncertainty in income taxes is a two-step process. The first step is recognition: The enterprise determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any litigation. The second step is measurement: A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate resolution. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of its income tax provision.

Derivatives:

All derivatives, including foreign currency exchange contracts, are recognized in the Statements of Financial Position at fair value. The Company nets the fair values of its derivative assets and liabilities for presentation purposes as permitted under the accounting guidance for offsetting. Derivatives that are not hedges must be recorded at fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of underlying assets or liabilities through earnings or recognized in Accumulated other comprehensive earnings (loss) until the underlying hedged item is recognized in earnings. Any ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. Derivatives qualifying as hedges are included in the same section of the Consolidated Statements of Cash Flows as the underlying assets and liabilities being hedged. Changes in the fair value of the derivatives for the fair value hedges were offset against the changes in fair value of the underlying assets or liabilities through earnings. Changes in the fair value of the cash flow hedge are recorded in Accumulated other comprehensive earnings (loss), until earnings are affected by the variability of cash flows of the hedged transaction.

Net Earnings Per Share:

Basic net earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the reported period. The calculation of diluted net earnings per share is similar to basic, except that the weighted average number of shares outstanding includes the additional dilution from potential common stock such as stock options, restricted stock units, and dividend equivalents.

Accumulated Other Comprehensive (Loss) Earnings:

Accumulated other comprehensive (loss) earnings refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive (loss) earnings but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity, net of tax. Lexmark’s Accumulated other comprehensive (loss) earnings is composed of unamortized prior service cost or credit related to pension or other postretirement benefits, foreign currency exchange rate adjustments, a forward starting interest rate swap designated as a cash flow hedge and net unrealized gains and losses on marketable securities including the non-credit loss component of OTTI. The Company presents each item of other comprehensive (loss) earnings, on a net basis, and related tax amounts in the Consolidated Statements of Comprehensive Earnings, displaying the combination of reclassification adjustments and other changes as a single amount. Reclassification adjustments, including related tax amounts, are disclosed in Note 15 of the Notes to Consolidated Financial Statements. For any item required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period, the affected line item(s) on the Consolidated Statements of Earnings are provided. For other amounts not required to be reclassified to net income in their entirety, such as pension-related amounts, the Company provides in Note 15 a cross-reference to related footnote disclosures.

Recent Accounting Pronouncements:

Accounting Standards Updates Recently Issued and Effective

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 amends the disclosure requirements on offsetting financial instruments, requiring entities to disclose both gross information and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 does not change the existing offsetting eligibility criteria or the permitted balance sheet presentation for those instruments that meet the eligibility criteria. The amendments were effective for the Company starting in the first quarter of fiscal 2013 and required retrospective application. In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”). ASU 2013-01 clarifies that the scope of ASU 2011-11 should apply only to derivatives, repurchase agreements, and securities lending transactions and was also effective for the Company starting in the first quarter of fiscal 2013. ASU 2011-11 and ASU 2013-01 did not have a material impact on the Company’s financial statements or its disclosures.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). The amendments in ASU 2012-02 allow an entity the option to first assess qualitatively whether it is more likely than not (a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test under the pre-existing guidance. The amendments in ASU 2012-02 were effective for the Company’s 2013 fiscal year and required prospective application. The amendments in ASU 2012-02 did not have a material impact on the Company’s financial statements as the Company elected to perform the quantitative impairment test during the fourth quarter of 2013 when the Company’s indefinite-lived trade names and trademarks became subject to amortization. Refer to Note 11 of the Notes to Consolidated Financial Statements for more information.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires an entity to provide information in one location about amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts not required to be reclassified to net income in their entirety, such as pension-related amounts, an entity is required to cross-reference to related footnote disclosures. The amendments in ASU 2013-02 were effective prospectively for the Company starting in the first quarter of fiscal 2013. The disclosures required by ASU 2013-02 have been included in Note 15 of the Notes to Consolidated Financial Statements.

Accounting Standards Updates Recently Issued But Not Yet Effective

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (“ASU 2013-04”). ASU 2013-04 provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, excluding certain obligations addressed within existing

guidance. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in ASU 2013-04 are effective for the Company’s 2014 fiscal year and must be applied retrospectively to joint and several liability obligations that exist at the beginning of the year of adoption. The Company does not expect the amendments in ASU 2013-04 to have a material impact to its financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). The amendments in ASU 2013-05 address the diversity in practice about when to release the cumulative translation adjustment related to a foreign entity. ASU 2013-05 clarifies that if a group of assets or business is sold that doesn’t constitute the entire foreign entity (transactions occurring within a foreign entity) the cumulative translation adjustment should not be released until there is a complete or substantially complete liquidation of the foreign entity. However, transactions resulting in the sale of an investment in a foreign entity (loss of a controlling financial interest) will trigger the release of the cumulative translation adjustment into earnings under ASU 2013-05. The amendments in ASU 2013-05 are effective prospectively for the Company’s 2014 fiscal year. The Company does not anticipate a material impact to its financial statements from ASU 2013-05, absent any material transactions in future periods involving the derecognition of subsidiaries or groups of assets within a foreign entity.

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires that unrecognized tax benefits be presented as a reduction to deferred tax assets for all same jurisdiction loss or other tax carryforwards that are available and would be used by the entity to settle additional income taxes resulting from disallowance of the uncertain tax position. The amendments in ASU 2013-11 are effective for the Company’s 2014 fiscal year (and interim periods within) and will be applied prospectively to all unrecognized tax benefits that exist at the effective date. Although the Company is still evaluating the impact of ASU 2013-11, it does not expect a significant impact to its statement of financial position at this time.

The FASB issued other guidance during the period that is not applicable to the Company’s current financial statements and disclosures and, therefore, is not discussed above.

Reclassifications:

Certain prior year amounts have been reclassified to conform to current presentation. Results for all periods presented in this Annual Report on Form 10-K reflect the retrospective application of the accounting policy change for pension and other postretirement plan gains and losses described above.

In the fourth quarter of 2013, the Company changed its presentation of Cash flows from operating activities on the Consolidated Statements of Cash Flows to separately disclose Pension and other postretirement (income) expense and Pension and other postretirement contributions. Prior year amounts have been reclassified to conform to current presentation. These amounts were previously included in Other and Other assets and liabilities for the years ended December 31, 2013 and 2012 and in Other, Accrued liabilities, and Other assets and liabilities for the year ended December 31, 2011.

During 2013, service revenue exceeded ten percent of total revenue and is separately stated, along with the associated cost of revenue, on the Consolidated Statements of Earnings. Service revenue includes extended warranties and professional services performed under MPS arrangements, as well as software subscriptions, maintenance and support, and other software-related services. Product revenue includes all hardware, parts, supplies and license revenue. Restructuring-related costs include accelerated depreciation charges and excess component and other inventory-related charges. In addition, the amortization of developed technology is included as cost of product revenue. Prior year amounts have been reclassified to conform to current year presentation.

3. FAIR VALUE

General

The accounting guidance for fair value measurements defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires disclosures about fair value measurements. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As part of the framework for measuring fair value, the guidance establishes a hierarchy of inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Fair Value Hierarchy

The three levels of the fair value hierarchy are:

• Level 1 -- Quoted prices (unadjusted) in active markets for identical, unrestricted assets or liabilities that the Company has the ability to access at the measurement date;

• Level 2 -- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and

• Level 3 -- Unobservable inputs used in valuations in which there is little market activity for the asset or liability at the measurement date.

Fair value measurements of assets and liabilities are assigned a level within the fair value hierarchy based on the lowest level of any input that is significant to the fair value measurement in its entirety.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

	December 31, 2013								December 31, 2012
	Based on								Based on
			Quoted								Quoted
			prices in		Other						prices in		Other
			active		observable		Unobservable				active		observable		Unobservable
			Markets		Inputs		inputs				markets		inputs		inputs
	Fair value		(Level 1)		(Level 2)		(Level 3)		Fair value		(Level 1)		(Level 2)		(Level 3)
Assets measured at fair value on a recurring basis:
Cash equivalents (1)
Money market funds	$	162.6	$	–	$	162.6	$	–	$	102.3	$	–	$	102.3	$	–
U.S. government and agency securities		12.5		–		12.5		–		6.0		–		6.0		–
Corporate debt securities		–		–		–		–		1.5		–		1.5		–

Available-for-sale marketable securities
Government & agency debt securities		345.8		251.0		94.8		–		334.8		244.2		90.6		–
Corporate debt securities		362.1		7.5		354.6		–		302.1		14.4		282.5		5.2
Asset-backed and mortgage-backed securities		73.6		–		71.8		1.8		56.5		–		53.0		3.5
Total available-for-sale marketable securities - ST		781.5		258.5		521.2		1.8		693.4		258.6		426.1		8.7

Auction rate securities - municipal debt		3.4		–		–		3.4		3.3		–		–		3.3
Auction rate securities - preferred		3.3		–		–		3.3		3.0		–		–		3.0
Total available-for-sale marketable securities - LT		6.7		–		–		6.7		6.3		–		–		6.3

Foreign currency derivatives (2)		0.1		–		0.1		–		0.2		–		0.2		–

Total	$	963.4	$	258.5	$	696.4	$	8.5	$	809.7	$	258.6	$	536.1	$	15.0

Liabilities measured at fair value on a recurring basis:
Foreign currency derivatives (2)	$	0.2	$	–	$	0.2	$	–	$	0.6	$	–	$	0.6	$	–
Forward starting interest rate swap		–		–		–		–		1.4		–		1.4		–
Total	$	0.2	$	–	$	0.2	$	–	$	2.0	$	–	$	2.0	$	–

(1) Included in Cash and cash equivalents on the Consolidated Statements of Financial Position.

(2) Foreign currency derivative assets and foreign currency derivative liabilities are included in Prepaid expenses and other current assets and Accrued liabilities, respectively, on the Consolidated Statements of Financial Position. Refer to Note 18 of the Notes to Consolidated Financial Statements for disclosure of derivative assets and liabilities on a gross basis.

The Company's policy is to consider all highly liquid investments with an original maturity of three months or less at the Company's date of purchase to be cash equivalents. The amortized cost of these investments closely approximates fair value in accordance with the Company's policy regarding cash equivalents. Fair value of these instruments is readily determinable using the methods described below for marketable securities and money market funds.

The following table presents additional information about Level 3 assets measured at fair value on a recurring basis for the year ended December 31, 2013:

Available-for-sale marketable securities

							ARS - muni		ARS -
Twelve Months Ended December 31, 2013	Total Level 3		Corporate debt		AB and MB		Debt		preferred
	securities		securities		securities		securities		securities
Balance, beginning of period	$	15.0	$	5.2	$	3.5	$	3.3	$	3.0
Realized and unrealized gains/(losses) included in earnings (1)		–		–		–		–		–
Unrealized gains/(losses) included in OCI - OTTI securities		0.1		–		0.1		–		–
Unrealized gains/(losses) included in OCI - All other		0.5		–		–		0.2		0.3
Purchases		0.2		0.2		–		–		–
Sales		(0.6)		(0.6)		–		–		–
Maturities and paydowns		(0.8)		–		(0.7)		(0.1)		–
Transfers out (2)		(5.9)		(4.8)		(1.1)		–		–
Balance, end of period	$	8.5	$	–	$	1.8	$	3.4	$	3.3

OCI = Other comprehensive income

OTTI = Other than temporary impairment

AB = Asset-backed

MB = Mortgage-backed

ARS = Auction rate security

(1) Included in Other expense (income), net on the Consolidated Statements of Earnings

(2) Transfers out of Level 3 were on a gross basis. Transfers out of Level 3 resulted from the Company being able to obtain information demonstrating that the prices were observable in the market during the periods shown.

Of the realized and unrealized losses included in earnings during the year ended December 31, 2013, none were related to Level 3 securities held by the Company at December 31, 2013.

For purposes of comparison, the following table presents additional information about Level 3 assets measured at fair value on a recurring basis for the year ended December 31, 2012:

Available-for-sale marketable securities

Twelve Months Ended	Total Level 3		Agency Debt		Corporate debt		AB and MB		ARS - muni		ARS - preferred
December 31, 2012	securities		securities		securities		securities		debt securities		securities
Balance, beginning of period	$	36.3	$	1.5	$	18.5	$	4.8	$	8.2	$	3.3
Realized and unrealized gains/(losses) included in earnings (1)		1.7		–		–		0.1		1.6		–
Unrealized gains/(losses) included in OCI - OTTI securities		(0.9)		–		–		0.1		(1.0)		–
Unrealized gains/(losses) included in OCI - All other		1.1		–		0.1		0.3		1.0		(0.3)
Purchases		3.0		–		3.0		–		–		–
Sales and redemptions		(23.2)		(4.3)		(11.2)		(1.2)		(6.5)		–
Maturities		(3.8)		–		(3.8)		–		–		–
Transfers in (2)		9.4		4.3		5.1		–		–		–
Transfers out (2)		(8.6)		(1.5)		(6.5)		(0.6)		–		–
Balance, end of period	$	15.0	$	–	$	5.2	$	3.5	$	3.3	$	3.0

OCI = Other comprehensive income

OTTI = Other than temporary impairment

AB = Asset-backed

MB = Mortgage-backed

ARS = Auction rate security

(1) Included in Other expense (income), net on the Consolidated Statements of Earnings

(2) Transfers in and out of Level 3 were on a gross basis. Transfers into Level 3 resulted from the Company being unable to corroborate the prices of these securities with a sufficient level of observable market data to maintain Level 2 classification. Transfers out of Level 3 resulted from the Company being able to obtain information demonstrating that the prices were observable in the market during the periods shown.

Of the realized and unrealized losses included in earnings during the year ended December 31, 2012, none were related to Level 3 securities held by the Company at December 31, 2012.

Transfers

2013

During 2013, the Company transferred, on a gross basis, $8.7 million of U.S. agency debt securities and $3.5 million of corporate debt securities from Level 1 to Level 2 due to lower levels of market activity for certain securities held at the end of 2013 that are measured at fair value on a recurring basis. The fair values of the Company’s U.S. agency debt securities are generally categorized as Level 1 but may be downgraded based on the Company’s assessment of market activity for individual securities. The Company also transferred from Level 2 to Level 1, on a gross basis, $2.6 million of corporate debt securities and $1.5 million of U.S. agency debt securities held at the end of 2013 that are measured at fair value on a recurring basis. The transfers of corporate debt securities from Level 2 to Level 1 were due to trading volumes sufficient to indicate an active market for the securities. The transfers of U.S. agency debt securities from Level 2 to Level 1 were due to the securities resuming higher levels of market activity during 2013. A discussion of transfers in and out of Level 3 for 2013 is presented above with the tables containing additional Level 3 information.

2012

During 2012, the Company transferred, on a gross basis, $27.7 million of U.S. agency debt securities and $2.2 million of corporate debt securities from Level 1 to Level 2 due to lower levels of market activity for certain securities held at the end of 2012 that are measured at fair value on a recurring basis. The fair values of the Company’s U.S. agency debt securities are generally categorized as Level 1 but may be downgraded based on the Company’s assessment of market activity for individual securities. The Company also transferred from Level 2 to Level 1, on a gross basis, $11.8 million of corporate debt securities and $9.8 million of U.S. agency debt securities held at the end of 2012 that are measured at fair value on a recurring basis. The transfers of corporate debt securities from Level 2 to Level 1 were due to trading volumes sufficient to indicate an active market for the securities. The transfers of U.S. agency debt securities from Level 2 to Level 1 were due to the securities resuming higher levels of market activity during 2012. A discussion of transfers in and out of Level 3 for 2012 is presented above with the tables containing additional Level 3 information.

Valuation Techniques

Marketable Securities - General

The Company evaluates its marketable securities in accordance with Financial Accounting Standards Board (“FASB”) guidance on accounting for investments in debt and equity securities, and has determined that all of its investments in marketable securities should be classified as available-for-sale and reported at fair value. The Company generally employs a market approach in valuing its marketable securities, using quoted market prices or other observable market data when available. In certain instances, when observable market data is lacking, fair values are determined using valuation techniques consistent with the income approach whereby future cash flows are converted to a single discounted amount.

Marketable Securities - Valuation Process

The Company uses third-party pricing information to report the fair values of the securities in which Lexmark is invested, though the responsibility of valuation remains with the Company’s management. For most of the securities the Company corroborates the third-party pricing information with additional pricing data the Company obtains from other available sources, but does not use the additional pricing data to report fair values. Each quarter the Company utilizes multiple sources of pricing as well as broker quotes, trading and other market data in its process of assessing the reasonableness of the third-party pricing information and testing default level assumptions. The Company assesses the quantity of pricing sources available, variability in the prices provided, trading activity and other relevant data to reasonably determine that the price provided is consistent with the accounting guidance for fair value measurements. Except for its investments in auction rate securities, the fair values of the Company’s investments in marketable securities are based on third-party pricing information without adjustment. As permitted under the accounting guidance for fair value disclosures the Company has not provided quantitative information about the significant unobservable inputs used in the fair value measurements of these securities.

Beginning in 2013 the third-party pricing information used in the valuation of the Company’s marketable securities portfolio consisted of prices from identifiable sources, whereas in previous periods the third-party pricing information consisted of consensus prices. The Company does not believe that this change resulted in a material effect on the fair value of its marketable securities portfolio.

The fair values reported for securities classified as Level 3 in the fair value hierarchy are less likely to be transacted upon than the fair values reported for securities classified in other levels of the fair value hierarchy.

Government and agency debt securities

The Company’s government and agency debt securities are generally highly liquid investments having multiple sources of pricing with low variability among the data providers. The valuation process described above is used to corroborate the prices of these securities. Fair value measurements for U.S. government and agency debt securities are most often based on quoted market prices in active markets and are categorized as Level 1. Securities with lower levels of market activity, including certain U.S. agency debt securities and international government debt securities, are typically classified as Level 2.

Corporate debt securities

The corporate debt securities in which the Company is invested most often have multiple sources of pricing with relatively low dispersion. The valuation process described above is used to corroborate the prices of these securities. The fair values of these securities are generally classified as Level 2. These securities may be classified as Level 3 if the Company is unable to corroborate the prices of these securities with a sufficient level of observable market data. In addition, certain corporate debt securities are classified as Level 1 due to trading volumes sufficient to indicate an active market for the securities.

Smaller amounts of commercial paper and certificates of deposit, which generally have shorter maturities and less frequent trades, are also grouped into this fixed income sector. Such securities are valued via mathematical calculations using observable inputs until such time that market activity reflects an updated price. The fair values of these securities are typically classified as Level 2 measurements.

Asset-backed and mortgage-backed securities

Securities in this group include asset-backed securities, U.S. agency mortgage-backed securities, and other mortgage-backed securities. These securities generally have lower levels of trading activity than government and agency debt securities and corporate debt securities and, therefore, their fair values may be based on other inputs, such as spread data. The valuation process described above is used to corroborate the prices of these securities. Fair value measurements of these investments are most often categorized as Level 2; however, these securities are categorized as Level 3 when there is higher variability in the pricing data, a low number of pricing sources, or the Company is otherwise unable to gather supporting information to conclude that the price can be transacted upon in the market at the reporting date.

Money market funds

The money market funds in which the Company is invested are considered cash equivalents and are generally highly liquid investments. Money market funds are valued at the per share (unit) published as the basis for current transactions.

Auction Rate Securities

At December 31, 2013, the Company’s auction rate securities for which recent auctions were unsuccessful were valued by a third party using a discounted cash flow model based on the characteristics of the individual securities, which the Company believes yields the best estimate of fair value. The first step in the valuation included a credit analysis of the security which considered various factors including the credit quality of the issuer (and insurer if applicable), the instrument’s position within the capital structure of the issuing authority, and the composition of the authority’s assets including the effect of insurance and/or government guarantees. Next, the future cash flows of the instruments were projected based on certain assumptions regarding the auction rate market significant to the valuation including (1) the auction rate market will remain illiquid and auctions will continue to fail causing the interest rate to be the maximum applicable rate and (2) the securities will not be redeemed prior to any scheduled redemption dates. These assumptions resulted in discounted cash flow analysis being performed through the legal maturity of July 2032 for the municipal airport revenue bond and the mandatory redemption date of December 2021 for the auction rate preferred stock. The projected cash flows were then discounted using the applicable yield curve plus a 250 basis point liquidity premium added to the applicable discount rate. Quantitative disclosures of key unobservable inputs for auction rate securities appear in the table below.

Security type	Range of discount rates (including basis point liquidity premium)		Range of estimated forward rates applied to contractual cash flows
	Minimum	Maximum	Minimum	Maximum
Auction rate securities – municipal debt	2.8%	9.9%	0.1%	7.4%
Auction rate securities – preferred	3.1%	6.9%	0.3%	5.1%

The significant unobservable inputs used in the fair value measurement of the Company’s investments in auction rate securities include the estimated forward rates and discount rates used in the discounted cash flow analysis as well as the basis point liquidity premium. A significant increase in the estimated forward rates, in isolation, would lead to a significantly higher fair value measurement. A significant increase in the basis point liquidity premium or discount rate, in isolation, would lead to a significantly lower fair value measurement. In certain cases a change in the estimated forward rates could be accompanied by a directionally similar change in the discount rate or basis point liquidity premium. Each quarter the Company investigates material changes in the fair value measurements of auction rate securities.

Refer to Note 21 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s auction rate preferred stock activity occurring subsequent to the date of the financial statements.

Derivatives

The Company employs a foreign currency and interest rate risk management strategy that periodically utilizes derivative instruments to protect its interests from unanticipated fluctuations in earnings and cash flows caused by volatility in currency exchange rates and interest rates. Fair values for the Company’s derivative financial instruments are based on pricing models or formulas using current market data. Variables used in the calculations include forward points, spot rates and benchmark interest rates at the time of valuation, as well as the frequency of payments to and from counterparties and effective and termination dates. Because of the very short duration of the Company’s transactional hedges there is minimal risk of nonperformance. At December 31, 2013 and 2012, all of the Company’s derivative instruments were designated as Level 2 measurements in the fair value hierarchy. Refer to Note 18 of the Notes to Consolidated Financial Statements for more information regarding the Company’s derivatives.

Senior Notes

In May 2008, the Company issued $350 million of fixed rate senior unsecured notes due on June 1, 2013 (the “2013 senior notes”) and $300 million of fixed rate senior unsecured notes due on June 1, 2018 (the “2018 senior notes”). In the first quarter of 2013 the Company completed a public debt offering of $400 million of fixed rate senior unsecured notes due on March 15, 2020 (the “2020 senior notes”) and repaid the 2013 senior notes.

The fair values shown in the table below are based on the prices the bonds have recently traded in the market, as well as the overall market conditions on the date of valuation, stated coupon rates, the number of coupon payments each year, and the maturity dates. The fair value of the debt is not recorded on the Company’s Consolidated Statements of Financial Position and is therefore excluded from the fair value table above. This fair value measurement is classified as Level 2 within the fair value hierarchy.

	December 31, 2013						December 31, 2012
	Fair		Carrying		Unamortized		Fair		Carrying		Unamortized
	value		value		discount		value		value		discount
2013 senior notes	$	–	$	–	$	–	$	356.7	$	350.0	$	–
2018 senior notes		335.8		299.6		0.4		328.1		299.6		0.4
2020 senior notes		409.3		400.0		–		–		–		–
Total	$	745.1	$	699.6	$	0.4	$	684.8	$	649.6	$	0.4

Refer to Note 13 of the Notes to Consolidated Financial Statements for additional information regarding the senior notes.

Plan assets

Plan assets must be measured at least annually in accordance with accounting guidance on employers’ accounting for pensions and employers’ accounting for postretirement benefits other than pensions. The fair value measurement guidance requires that the valuation of plan assets comply with its definition of fair value, which is based on the notion of an exit price and the maximization of observable inputs. The fair value measurement guidance does not apply to the calculation of pension and postretirement obligations since the liabilities are not measured at fair value.

Refer to Note 17 of the Notes to Consolidated Financial Statements for disclosures regarding the fair value of plan assets.

Other Financial Instruments

The fair values of cash and cash equivalents, trade receivables and accounts payable approximate their carrying values due to the relatively short-term nature of the instruments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Subsequent to Initial Recognition

There were no material fair value adjustments to assets or liabilities measured at fair value on a nonrecurring basis subsequent to initial recognition during 2013. For comparison purposes, measurements recorded during 2012 are shown below.

2012

			Fair Value Measurements Using
			Quoted prices in		Other observable		Unobservable		Total gains
	Fair		active markets		inputs		inputs		(losses)
	value		(Level 1)		(Level 2)		(Level 3)		YTD 2012
Long-lived assets held for sale	$	1.6	$	–	$	–	$	1.6	$	(2.1)

Long-lived assets held for sale

Related to the 2007 restructuring plan, the Company’s Boigny, France site with carrying value of $3 million was written down in 2012 to fair value less cost to sell of approximately $1 million, based on a non-binding indication of value from a potential buyer. This action resulted in a loss of $1.5 million recorded in Selling, general and administrative on the Company’s Consolidated Statements of Earnings. The site is included in Property, plant and equipment, net on the Consolidated Statements of Financial Position. The Company is actively marketing the site for sale. The site has been vacated by the Company and, due to the restructuring action noted above, is not being employed by the Company in its highest and best use. The site was also subject to a nonrecurring fair value measurement in 2011.

Related to the August 2012 restructuring plan, certain of the Company’s machinery and equipment assets with carrying value of $0.9 million were written down in 2012 to fair value less cost to sell of $0.3 million due to the company’s receipt of an offer to purchase the assets at a price that was below the carrying values of the assets. The resulting loss of $0.6 million was recorded in Restructuring-related costs on the Company’s Consolidated Statements of Earnings. The assets qualified as held for sale in 2012 and were included in Property, plant and equipment, net on the Company’s Consolidated Statements of Financial Position. The assets were sold in 2013.

4. BUSINESS COMBINATIONS AND DIVESTITURES

2013

On September 16, 2013 the Company acquired Saperion AG (“Saperion”). Saperion is a European-based leader in ECM solutions, focused on providing document archive and workflow solutions. The acquisition expands Perceptive Software's European-based footprint in the ECM market, and will further strengthen the Company’s strategy of providing the platform, products and solutions that help companies manage their unstructured information challenges. The purchase accounting for the acquisition of Saperion has not been finalized as certain income tax matters are still being evaluated.

Of the total cash payment of $72.3 million to acquire Saperion, $72.2 million was paid to acquire all of the issued and outstanding shares of Saperion, while $0.1 million relates to assets acquired by the Company that were recognized separately from the acquisition.

On October 3, 2013 the Company acquired PACSGEAR, Inc. (“PACSGEAR”). PACSGEAR is a leading provider of connectivity solutions for healthcare providers to capture, manage and share medical images and related documents and integrate them with existing picture archiving and communication systems and electronic medical records (“EMR”) systems. With this acquisition, Perceptive Software will be uniquely positioned to offer a vendor-neutral, standards-based clinical content platform for capturing, managing, accessing and sharing patient imaging information and related documents within healthcare facilities through an EMR and between facilities via PACSGEAR technology.

Of the total cash payment of $54.1 million, $53.9 million was paid to acquire all of the issued and outstanding shares of PACSGEAR. Additionally, $0.2 million of the total cash payment was used to pay certain transaction costs and other obligations of the sellers.

On March 1, 2013 the Company acquired AccessVia, Inc. (“AccessVia”) and Twistage, Inc. (“Twistage”). AccessVia provides industry-leading signage solutions to create and produce retail shelf-edge materials, all from a single platform, which can be directed to a variety of output devices and published to digital signs or electronic shelf tags. AccessVia, when combined with Lexmark’s MPS and expertise in delivering print and document process solutions to the retail market, will enable customers to quickly design and produce in-store signage for better and more timely merchandising in a highly distributed store environment. Twistage offers an industry-leading, pure cloud software platform for managing video, audio and image content. When combined with Lexmark, Twistage will enable customers to capture, manage and access all of their content, including rich media content assets, within the context of their business processes and enterprise applications.

Of the total cash payment of $31.5 million, $29.0 million was paid to acquire all of the issued and outstanding shares of AccessVia and Twistage. Additionally, $2.3 million of the total cash payment was used to pay certain transaction costs and other obligations of the sellers and $0.2 million relates to assets acquired by the Company that were recognized separately from the acquisitions.

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date for Saperion, PACSGEAR, AccessVia and Twistage. The intangible assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives as of the acquisition date:

	Estimated Fair Value						Weighted-Average Useful Life (years)
	Saperion		PACSGEAR		AccessVia and Twistage
Cash	$	6.5	$	1.6	$	0.9
Trade receivables		3.0		2.7		1.3
Inventory		0.2		1.0		–
Other current assets		1.3		1.5		0.3
Property, plant and equipment		0.4		0.2		1.0
Identifiable intangible assets:
Developed technology		15.8		25.8		7.7	7.1
Customer relationships		19.4		2.9		11.1	6.7
Trade names		2.1		0.3		0.1	2.8
In-process technology (1)		0.5		–		–
Other long-term assets		0.3		–		0.1
Accounts payable		(0.5)		–		(1.5)
Deferred revenue		(3.0)		(1.7)		(2.6)
Other current liabilities		(4.1)		(2.4)		(2.0)
Deferred tax liability, net (2)		(10.2)		–		(4.2)
Total identifiable net assets		31.7		31.9		12.2
Goodwill		40.5		22.0		16.8
Total purchase price	$	72.2	$	53.9	$	29.0

(1) Amortization to begin upon completion of the project.

(2) Deferred tax liability, net primarily relates to purchased identifiable intangible assets and is shown net of deferred tax assets.

The fair value of trade receivables approximates its carrying value of $7.0 million. The gross amount due from customers is $8.7 million, of which $1.7 million was estimated to be uncollectible as of the date of acquisition.

Of the $79.3 million of goodwill resulting from the acquisitions, all of which was assigned to the Company’s Perceptive Software segment, $22.0 million is expected to be deductible for income tax purposes. The goodwill recognized comprises the value of expected synergies arising from the acquisitions that are complementary to the Perceptive Software business. The total estimated fair value of intangible assets acquired was $85.7 million, with a weighted-average useful life of 6.8 years.

The purchase of Saperion is included in Purchase of businesses, net of cash acquired in the Consolidated Statements of Cash Flows for the year ended December 31, 2013 in the amount of $65.7 million. Total cash acquired in the acquisition of Saperion was $6.5 million. The Company also acquired intangible assets in the form of non-compete agreements from certain shareholders in the acquisition of Saperion. These agreements were valued at $0.1 million and were recognized separately from the acquisition.

The values in the table above include measurement period adjustments determined in 2013 related to the acquisition of Saperion affecting Deferred revenue $(0.1) million and Goodwill $0.1 million. The adjustments were based on facts and circumstances obtained subsequent to the acquisition that existed at the date of acquisition.

The purchase of PACSGEAR is included in Purchase of businesses, net of cash acquired in the Consolidated Statements of Cash Flows for the year ended December 31, 2013 in the amount of $52.3 million. Total cash acquired in the acquisition of PACSGEAR was $1.6 million.

The purchases of AccessVia and Twistage are included in Purchase of businesses, net of cash acquired in the Consolidated Statements of Cash Flows for the year ended December 31, 2013 in the amount of $28.1 million. Total cash acquired in the acquisitions of AccessVia and Twistage was $0.9 million. The Company also acquired intangible assets in the form of non-compete agreements from certain employees of AccessVia and Twistage. These agreements were valued at $0.2 million and were recognized separately from the acquisitions.

The values in the table above include measurement period adjustments determined in 2013 related to the acquisitions of AccessVia and Twistage affecting Other current assets $0.2 million, Other current liabilities $0.1 million, Deferred tax liability, net $(1.8) million and Goodwill $1.5 million. The measurement period adjustments were based on information obtained subsequent to the acquisition related to certain income tax matters contemplated by the Company at the acquisition date.

A change to the acquisition date value of the identifiable net assets during the measurement period (up to one year from the acquisition date) will affect the amount of the purchase price allocated to goodwill. Changes to the purchase price allocation are adjusted retrospectively to the acquisition date if material.

Acquisition-related costs of approximately $1.7 million were charged directly to operations and were included in Selling, general and administrative on the Consolidated Statements of Earnings for the year ended December 31, 2013. Acquisition-related costs include finder's fees, legal, advisory, valuation, accounting, and other fees incurred to effect the business combination. Acquisition-related costs above do not include travel and integration expenses.

Because the current levels of revenue and net earnings for AccessVia, Twistage, Saperion and PACSGEAR are not material, individually or in the aggregate, to the Company’s Consolidated Statements of Earnings, supplemental pro forma and actual revenue and net earnings disclosures have been omitted.

2012

Acquisition of BDGB Enterprise Software (Lux) S.C.A.

On February 29, 2012, the Company acquired all of the issued and outstanding shares in BDGB Enterprise Software (Lux) S.C.A. (“Brainware”). Brainware is a leading provider of intelligent data capture software. The acquisition builds upon and strengthens the Company’s end-to-end business process solutions and expands the reach of Perceptive Software’s portfolio of leading content management and business process management (“BPM”) solutions.

Of the total cash payment of $148.2 million, $147.3 million was paid to acquire the outstanding shares of Brainware. Additionally, $0.8 million of the total cash payment was used to pay certain transaction costs of the seller and $0.1 million was accounted for as a post-combination expense in the Company’s financial statements.

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date:

	Estimated Fair Value		Weighted-Average Useful Life (years)
Cash	$	0.3
Trade receivables		4.4
Other current assets		1.0
Property, plant and equipment		0.2
Identifiable intangible assets:
Trade names		4.7	2.0
Customer relationships		16.6	7.0
Non-compete agreements		0.2	1.0
Purchased technology		40.5	5.0
Indemnification assset		2.5
Accounts payable		(2.6)
Short-term borrowings		(4.0)
Deferred revenue		(2.9)
Other current liabilities		(4.2)
Other long-term liabilities		(5.7)
Deferred tax liability, net (1)		(7.8)
Total identifiable net assets		43.2
Goodwill		104.1
Total purchase price	$	147.3

(1) Deferred tax liability, net primarily relates to purchased identifiable intangible assets and is shown net of deferred tax assets.

The values above include measurement period adjustments determined in 2012 affecting Trade receivables of $(2.2) million, Other current assets $0.8 million, Deferred tax liability, net $(0.1) million, Identifiable intangible assets $0.1 million and Goodwill $1.4 million. The measurement period adjustments were based primarily on information obtained subsequent to the acquisition related to certain trade receivables conditions that existed at the acquisition date as well as certain income tax matters contemplated by the Company at the acquisition date.

The fair value of trade receivables approximated the carrying value of $4.4 million. The gross amount due from customers is $10.0 million, of which $5.6 million was estimated to be uncollectible as of the date of acquisition.

The total estimated fair value of intangible assets acquired was $62.0 million, with a weighted-average useful life of 5.3 years.

The Company assumed $4.0 million of short term debt in the acquisition. The debt was repaid in the first quarter of 2012 after the acquisition date and is included in Repayment of assumed debt in the financing section of the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2012. There was no gain or loss recognized on the extinguishment of the debt.

Goodwill of $104.1 million arising from the acquisition was assigned to the Perceptive Software segment. The goodwill recognized comprises the value of expected synergies arising from the acquisition that are complementary to the Perceptive Software business. None of the goodwill recognized is expected to be deductible for income tax purposes.

The acquisition of Brainware is included in Purchase of businesses, net of cash acquired in the investing section of the Consolidated Statements of Cash Flows for the year ended December 31, 2012 in the amount of $147 million, which is the total purchase price less cash acquired of $0.3 million.

During the first quarter of 2012, certain employees of Brainware were granted restricted stock units by the Company. Because the Company was not obligated to issue replacement share-based payment awards to the employees, the awards are accounted for as a separate transaction and recognized as post-combination expense over the requisite service period. These awards are not material for separate disclosure.

Certain income tax-related contingencies totaling $5.7 million were recognized by the Company as of the acquisition date. The Company is indemnified for this matter in the purchase agreement for an amount not to exceed the proceeds actually received by the selling shareholders in consummation of the acquisition. An indemnification asset of $2.5 million was initially recognized and measured on the same basis as the indemnified item, taking into account factors such as collectability. The measurement of the indemnification asset is subject to changes in management’s assessment of changes in both the indemnified item and collectability. The indemnification asset was reduced by $0.6 million in 2013 commensurate with a decrease in the related liability. The reduction of the indemnification asset was recorded in Other expense (income), net in 2013 on the Consolidated Statements of Earnings.

Acquisition-related costs of approximately $3.6 million were charged directly to operations and were included in Selling, general and administrative on the Consolidated Statements of Earnings. Acquisition-related costs include finder’s fees, legal, advisory, valuation, accounting, and other fees incurred to effect the business combination. Acquisition-related costs above do not include travel and integration expenses.

Because Brainware’s current levels of revenue and net earnings are not material to the Company’s Consolidated Statements of Earnings, supplemental pro forma revenue and net earnings disclosures have been omitted.

Other Acquisitions

On December 28, 2012, the Company acquired all of the membership interests of Acuo Technologies, LLC (“Acuo”) in a cash transaction valued at $43.8 million. Perceptive Software and Acuo will offer a unique set of technologies to the healthcare sector — ECM, vendor neutral archives with clinical content viewing, and database conversion — that combine to manage the entire range of content within the healthcare enterprise.

On March 13, and March 16, 2012, the Company acquired all of the issued and outstanding shares of Nolij Corporation (“Nolij”) and ISYS Search Software Pty Ltd. (“ISYS”), respectively, in cash transactions valued at $31.9 million and $29.8 million, respectively. Nolij is a prominent provider of web-based imaging, document management and workflow solutions for the higher education market. The acquisition of Nolij deepens Perceptive Software’s domain expertise in education, while also providing innovative web-based solutions that can be extended to apply to other industries. ISYS is a leading provider of high performance enterprise and federated search and document filtering software. The acquisition of ISYS strengthens Perceptive Software’s ECM and BPM solutions, allowing customers to seamlessly access needed content, stored anywhere in the enterprise, in the context of the business process in which they are working. This broadening and deepening of Lexmark’s capabilities further enhances the solutions expertise offered to its MPS customers.

The following table summarizes the assets acquired and liabilities assumed in the acquisitions of Acuo, Nolij and ISYS as of the respective acquisition dates:

	Estimated Fair Value		Weighted-Average Useful Life (years)
Cash	$	5.3
Trade receivables		4.2
Other current assets		2.5
Property, plant and equipment		1.0
Identifiable intangible assets:
Trade names and trademarks		0.8	1.9
Customer relationships		18.3	5.7
Non-compete agreements		0.1	3.0
Purchased technology		42.7	5.0
In-process technology (1)		1.2
Other assets		0.1
Accounts payable		(0.4)
Deferred revenue		(6.7)
Other current liabilities		(11.5)
Other long-term liabilities		(0.5)
Deferred tax liability, net (2)		(9.9)
Total identifiable net assets		47.2
Goodwill		58.3
Total purchase price	$	105.5

(1) The in-process technology was not subject to amortization at the acquisition date. A portion of the acquired in-process technology valued at $0.3 million was written off in 2012 subsequent to the acquisition as the related project was abandoned. Amortization was commenced for the balance of the in-process technology in 2013 upon completion of the related project.

(2) Deferred tax liability, net primarily relates to purchased identifiable intangible assets and is shown net of deferred tax assets.

The values above include measurement period adjustments determined in 2012 affecting Identifiable intangible assets $8.7 million, Deferred revenue $1.3 million, Deferred tax liability, net $(0.4) million and Goodwill $(9.4) million. The purchase price for ISYS increased by $0.2 million due to certain adjustments contemplated in the purchase agreement. The measurement period adjustments were based on information obtained subsequent to the acquisition related to certain income tax matters contemplated by the Company at the acquisition date. Additionally, the fair values of assets acquired and liabilities assumed were initially based on estimates, and were subsequently based on a more thorough valuation. The acquired companies consisted mostly of technology and other related assets and processes to be utilized by the Company’s Perceptive Software segment.

The values above also include measurement period adjustments determined during 2013 related to the Company’s acquisition of Acuo in the fourth quarter of 2012 affecting Other current assets $(0.3) million, Accounts payable $(0.1) million, Other current liabilities $(1.5) million, and Goodwill $1.9 million. The measurement period adjustments were determined based on facts and circumstances that existed at the acquisition date and were adjusted retrospectively to the consolidated financial results.

The total estimated fair value of intangible assets acquired was $63.1 million, with a weighted-average useful life of 5.2 years. The intangible assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives as of the respective acquisition dates.

The goodwill recognized in the acquisitions of Acuo, Nolij and ISYS was assigned to the Perceptive Software segment and comprises the value of expected synergies arising from the acquisitions that are complementary to the Perceptive Software business. Goodwill of $17.3 million that resulted from the Acuo acquisition is expected to be deductible for income tax purposes. Goodwill of $41.0 million that resulted from the acquisitions of Nolij and ISYS is not expected to be deductible for income tax purposes.

The purchase of Acuo is included in Purchase of businesses, net of cash acquired in the Consolidated Statements of Cash Flows for 2012 in the amount of $40.5 million. Total cash acquired in the acquisition of Acuo was $3.3 million. The Company also acquired intangible assets in the form of covenants not to compete from certain employees and members of Acuo. These covenants were valued at $0.4 million and were recognized separately from the acquisition. The purchases of Nolij and ISYS are included in Purchase of businesses, net of cash acquired in the Consolidated Statements of Cash Flows for 2012 in the amount of $57.8 million. Total cash acquired in the acquisitions of Nolij and ISYS was $2.0 million. Included in Cash and cash equivalents on the Company’s Consolidated Statements of Financial Position is $2.1 million which is restricted in use as it is due to a former shareholder of Nolij. This amount has been recognized as a liability incurred to a former shareholder. The liability was increased by $0.2 million in 2013 when the portion of the purchase price placed in escrow upon acquisition was released.

Acquisition-related costs of approximately $1.3 million were charged directly to operations and were included in Selling, general and administrative on the Consolidated Statements of Earnings for the year ended December 31, 2012. Acquisition-related costs include finder’s fees, legal, advisory, valuation, accounting, and other fees incurred to effect the business combination. Acquisition-related costs above do not include travel and integration expenses.

Because current levels of revenue and net earnings for Nolij, ISYS and Acuo are not material to the Company’s Consolidated Statements of Earnings, supplemental pro forma revenue and net earnings disclosures have been omitted.

2011

Acquisition of Pallas Athena Holdings B.V.

On October 18, 2011, the Company acquired all issued and outstanding shares in Pallas Athena Holdings B.V. (“Pallas Athena”) in a cash transaction valued at approximately $50.2 million. Pallas Athena is a leading provider of BPM, document output management and process mining software capabilities. The acquisition allows the Company to further strengthen its fleet management solutions and services with a broader range of workflow solutions. The acquisition also will enable the Company’s Perceptive Software segment to expand its presence in EMEA, while concurrently leveraging the Company’s growing worldwide sales force to sell these software solutions globally.

Of the $50.2 million total cash payment, $41.4 million was paid to acquire the outstanding shares of Pallas Athena, $7.1 million was used to repay debt and short-term borrowings, $1.2 million was used to pay seller transaction fees, and $0.5 million was used to repay other obligations of Pallas Athena.

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date.

	Estimated Fair Value		Weighted-Average Useful Life (years)
Trade receivables	$	2.1
Other assets		0.3
Property, plant and equipment		0.2
Identifiable intangible assets:
Trade names and trademarks (1)		2.6	10.0
Customer relationships		7.8	5.0
Non-compete agreements		0.1	3.0
Purchased technology		8.9	5.0
In-process technology (2)		1.3
Accounts payable		(1.9)
Short-term borrowings		(5.0)
Deferred revenue		(0.2)
Other liabilities		(1.6)
Long-term debt		(2.1)
Deferred tax liability, net (3)		(4.6)
Total identifiable net assets		7.9
Goodwill		33.5
Total purchase price	$	41.4

(1) The estimated useful life of the trade names was shortened to approximately 2.5 years subsequent to the acquisition, resulting in accelerated amortization of the asset.

(2) The in-process technology was not subject to amortization at the acquisition date, but began amortizing upon completion of the projects in 2012.

(3) Deferred tax liability, net primarily relates to purchased identifiable intangible assets and is shown net of deferred tax assets.

The total estimated fair value of intangible assets acquired was $20.7 million, with a weighted-average useful life of 5.7 years. The intangible assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives as of the acquisition date.

The Company assumed $5.0 million of short-term borrowings and $2.1 million of long-term debt in the acquisition. These amounts were repaid shortly after the acquisition and are included in Repayment of assumed debt in the financing section of the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2011. There was no gain or loss recognized on the extinguishment of the debt.

Goodwill of $33.5 million arising from the acquisition was assigned to the Perceptive Software reportable segment and consisted largely of projected future revenue and profit growth, including benefits from Lexmark’s international structure and sales channels and entity-specific synergies expected from combining Pallas Athena with Lexmark’s business. None of the goodwill recognized is expected to be deductible for income tax purposes.

The acquisition of Pallas Athena is included in Purchase of businesses, net of cash acquired in the investing section of the Consolidated Statements of Cash Flows for the year ended December 31, 2011 in the amount of $41.4 million, which is the total purchase price.

Acquisition-related costs of approximately $2 million were charged directly to operations and were included in Selling, general and administrative on the Consolidated Statements of Earnings for the year ended December 31, 2011. Acquisition-related costs include finder’s fees, legal, advisory, valuation, accounting, and other fees incurred to effect the business combination.

Because Pallas Athena’s current levels of revenue and net earnings are not material to the Company’s Consolidated Statements of Earnings, supplemental pro forma revenue and net earnings disclosures have been omitted.

Divestiture

In August 2012, the Company announced restructuring actions including exiting the development and manufacturing of its remaining inkjet hardware. On April 1, 2013, the Company and Funai Electric Co., Ltd. (“Funai”) entered into a Master Inkjet Sale Agreement of the Company’s inkjet-related technology and assets to Funai for total cash consideration of $100 million, subject to working capital adjustments. Included in the sale were one of the Company’s subsidiaries, certain intellectual property and other assets of the Company. The Company must also provide certain transition services to Funai and will continue to sell supplies for its current inkjet installed base. The sale closed in the second quarter of 2013.

In addition to the $100 million of cash consideration, the Company received a subsequent working capital adjustment of $0.9 million. The Company derecognized the following upon the sale:

Cash and cash equivalents	$	2.3
Inventory		3.0
Prepaid expenses and other current assets		0.2
Property, plant and equipment, net		27.8
Goodwill		1.1
Other assets		2.1
Accounts payable		(1.9)
Accrued liabilities		(2.4)
Other liabilities		(2.6)
Accumulated other comprehensive income		(10.3)
Carrying value of disposal group	$	19.3

The Company recognized a gain of $73.5 million upon the sale recorded in Gain on sale of inkjet-related technology and assets on the Consolidated Statements of Earnings for the year ended December 31, 2013. The gain, which was recognized in ISS, consisted of total consideration of $100.9 offset partially by the carrying value of the disposal group of $19.3 million and $8.1 million of expenses incurred during the second quarter of 2013 to effect the sale.

Of the $100.9 million of cash proceeds received, or $98.6 million net of the $2.3 million cash balance held by the subsidiary included in the sale, $97.6 million was presented in investing activities for the sale of the business and $1.0 million was included in operating activities for transition services on the Consolidated Statements of Cash Flows for the year ended December 31, 2013.

5. RESTRUCTURING CHARGES

2012 Restructuring Actions

General

remaining inkjet hardware, with reductions primarily in the areas of inkjet-related manufacturing, research and development, supply chain, marketing and sales as well as other support functions. The Company will continue to provide service, support and aftermarket supplies for its inkjet installed base. The Company expects these actions to be complete by the end of 2015.

The Company expects to incur total charges related to the 2012 Restructuring Actions of approximately $135.2 million in ISS, $35.7 million in All other and $5.1 million in Perceptive Software.

In the second quarter of 2013, the Company sold inkjet-related technology and assets. Refer to Note 4 of the Notes to Consolidated Financial Statements for more information.

Impact to 2013, 2012 and 2011 Financial Results

For the year ended December 31, 2013, charges for the 2012 Restructuring Actions were recorded in the Company’s Consolidated Statements of Earnings as follows:

					Selling, general		Restructuring		Impact on
	Restructuring-		Impact on		and		and related		Operating
	related costs		Gross profit		administrative		charges		Income
Accelerated depreciation charges	$	5.6	$	5.6	$	5.5	$	–	$	11.1
Excess components and other inventory-related charges		15.8		15.8		–		–		15.8
Employee termination benefit charges		–		–		–		9.2		9.2
Contract termination and lease charges		–		–		–		(0.2)		(0.2)
Total restructuring charges	$	21.4	$	21.4	$	5.5	$	9.0	$	35.9

For the year ended December 31, 2012, charges for the 2012 Restructuring Actions were recorded in the Company’s Consolidated Statements of Earnings as follows:

					Selling, general		Restructuring		Impact on
	Restructuring-		Impact on		and		and related		Operating
	related costs		Gross profit		administrative		charges		Income
Accelerated depreciation charges	$	29.5	$	29.5	$	19.8	$	–	$	49.3
Impairment of long-lived assets held for sale		0.6		0.6		–		–		0.6
Excess components and other inventory-related charges		17.7		17.7		–		–		17.7
Employee termination benefit charges		–		–		–		31.1		31.1
Contract termination and lease charges		–		–		–		4.2		4.2
Total restructuring charges	$	47.8	$	47.8	$	19.8	$	35.3	$	102.9

For the year ended December 31, 2011, charges for the 2012 Restructuring Actions were recorded in the Company’s Consolidated Statements of Earnings as follows:

					Restructuring		Impact on
	Restructuring-		Impact on		and related		Operating
	related costs		Gross profit		charges		Income
Accelerated depreciation charges	$	4.5	$	4.5	$	–	$	4.5
Employee termination benefit charges		–		–		3.1		3.1
Total restructuring charges	$	4.5	$	4.5	$	3.1	$	7.6

The estimated useful lives of certain long-lived assets changed as a result of the Company’s decision to exit the development and manufacture of inkjet hardware. Accelerated depreciation and impairment charges for the years ended December 31, 2013, 2012 and 2011 for the 2012 Restructuring Actions and all of the other restructuring actions were determined in accordance with FASB guidance on accounting for the impairment or disposal of long-lived assets. For the year ended December 31, 2012, the impairment charges incurred were related to machinery and equipment located in Juarez, Mexico, which was held for sale as of December 31, 2012, and for which the current fair value had fallen below the carrying value.

The inventory-related charges incurred for the years ended December 31, 2013 and 2012 were determined in accordance with FASB guidance on inventory and were attributable to the decision to cease manufacturing of inkjet hardware.

For the years ended December 31, 2013, 2012 and 2011, the company incurred employee termination benefit charges, which include severance, medical and other benefits, and contract termination and lease charges. Charges for the 2012 Restructuring Actions and all of the other restructuring actions were recorded in accordance with FASB guidance on employers’ accounting for postemployment benefits and guidance on accounting for costs associated with exit or disposal activities, as appropriate.

For the years ended December 31, 2013, 2012 and 2011, the Company incurred restructuring charges in connection with the 2012 Restructuring Actions in the Company’s segments as follows:

	2013		2012		2011
ISS	$	25.2	$	84.7	$	7.6
All other		7.8		17.5		–
Perceptive Software		2.9		0.7		–
Total charges	$	35.9	$	102.9	$	7.6

Liability Rollforward

The following table represents a rollforward of the liability incurred for employee termination benefits and contract termination and lease charges in connection with the 2012 Restructuring Actions. The $9.9 million restructuring liability as of December 31, 2013 is included in Accrued liabilities on the Company’s Consolidated Statements of Financial Position.

			Contract
	Employee		Termination
	Termination		& Lease
	Benefits		Charges		Total
Balance at January 1, 2011	$	–	$	–	$	–
Costs incurred		3.1		–		3.1
Balance at December 31, 2011		3.1		–		3.1
Costs incurred		31.3		4.7		36.0
Reversals (1)		(0.2)		(0.5)		(0.7)
Payments & Other (2)		(16.4)		(3.9)		(20.3)
Balance at December 31, 2012		17.8	$	0.3		18.1
Costs incurred		14.4		–		14.4
Reversals (1)		(5.2)		(0.2)		(5.4)
Payments & Other (2)		(17.1)		(0.1)		(17.2)
Balance at December 31, 2013	$	9.9	$	–	$	9.9

(1) Reversals due to changes in estimates for employee termination benefits.

(2) Other consists of changes in the liability balance due to foreign currency translations.

Summary of Other Restructuring Actions

General

In response to global economic weakening, to improve the efficiency and effectiveness of its operations, enhance the efficiency of the Company’s inkjet cartridge manufacturing operations and to reduce the Company’s business support cost and expense structure, the Company announced various restructuring actions (“Other Restructuring Actions”) from 2006 to October 2009. The Other Restructuring Actions include closing the Company’s inkjet supplies manufacturing facilities in Mexico, the consolidating of its cartridge manufacturing capacity, as well as impacting positions in the Company’s general and administrative functions, supply chain and sales support, marketing and sales management, and consolidating of the Company’s research and development programs. In the fourth quarter of 2013 employee termination benefit charges were incurred for actions that were not a part of an announced plan. The Other Restructuring Actions are considered substantially completed and any remaining charges to be incurred from these actions are expected to be immaterial.

Impact to 2013, 2012 and 2011 Financial Results

For the year ended December 31, 2013, charges for the Company’s Other Restructuring Actions were recorded in the Consolidated Statements of Earnings as follows:

	Restructuring		Impact on
	and related		Operating
	charges		Income
Employee termination benefit charges	$	1.9	$	1.9

For the year ended December 31, 2012, charges (reversals) for the Company’s Other Restructuring Actions were recorded in the Consolidated Statements of Earnings as follows:

	Selling, general		Restructuring		Impact on
	and		and related		Operating
	administrative		charges		Income
Accelerated depreciation charges	$	0.1	$	–	$	0.1
Impairment of long-lived assets held for sale		1.5		–		1.5
Employee termination benefit charges (reversals)		–		(0.1)		(0.1)
Contract termination and lease charges		–		0.9		0.9
Total restructuring charges	$	1.6	$	0.8	$	2.4

For the year ended December 31, 2011, charges (reversals) for the Company’s Other Restructuring Actions were recorded in the Consolidated Statements of Earnings as follows:

	Selling, general		Restructuring		Impact on
	and		and related		Operating
	administrative		charges		Income
Accelerated depreciation charges	$	2.4	$	–	$	2.4
Impairment of long-lived assets held for sale		4.6		–		4.6
Employee termination benefit charges (reversals)		–		(1.0)		(1.0)
Contract termination and lease charges (reversals)		–		(0.1)		(0.1)
Total restructuring charges (reversals)	$	7.0	$	(1.1)	$	5.9

The impairment charges recorded in 2012 are related to the Company’s site in Boigny, France held for sale for which the current fair value had fallen below the carrying value. In 2011, the Company recorded impairment charges of $3.6 million related to its Boigny, France site and $1.0 million related to its manufacturing facility in Juarez, Mexico for which the current fair value had fallen below the carrying value. Subsequent to the impairment charge, the Juarez, Mexico facility was sold and the Company recognized a $0.6 million pre-tax gain on the sale that is included in Selling, general and administrative on the Company's Consolidated Statements of Earnings. This gain is not included in the total restructuring charges (reversals) presented in the table above.

For the year ended December 31, 2011, the reversal for employee termination benefit charges is due primarily to revisions in assumptions.

For the years ended December 31, 2013, 2012, and 2011, the Company incurred restructuring charges in connection with the Other Restructuring Actions in the Company’s segments as follows:

	2013		2012		2011
ISS	$	–	$	0.8	$	2.1
All other		0.1		1.6		3.8
Perceptive Software		1.8		–		–
Total charges	$	1.9	$	2.4	$	5.9

Liability Rollforward

The following table represents a rollforward of the liability incurred for employee termination benefits and contract termination and lease charges in connection with the Company’s Other Restructuring Actions. Of the total $1.5 million restructuring liability as of December 31, 2013, $1.3 million is included in Accrued liabilities and $0.2 million is included in Other liabilities on the Company’s Consolidated Statements of Financial Position.

			Contract
	Employee		Termination
	Termination		& Lease
	Benefits		Charges		Total
Balance at January 1, 2011	$	26.5	$	1.1	$	27.6
Costs incurred		1.0		0.4		1.4
Reversals (1)		(2.2)		(0.5)		(2.7)
Payments & Other (2)		(18.0)		(1.0)		(19.0)
Balance at December 31, 2011		7.3		–		7.3
Costs incurred		0.6		0.9		1.5
Reversals (1)		(1.0)		–		(1.0)
Payments & Other (2)		(4.1)		(0.2)		(4.3)
Balance at December 31, 2012		2.8		0.7		3.5
Costs incurred		2.0		–		2.0
Reversals (1)		(0.1)		–		(0.1)
Payments & Other (2)		(3.3)		(0.6)		(3.9)
Balance at December 31, 2013	$	1.4	$	0.1	$	1.5

(1) Reversals due to changes in estimates for employee termination benefits.

(2) Other consists of changes in the liability balance due to foreign currency translations.

6. STOCK-BASED COMPENSATION

Lexmark has various stock incentive plans to encourage employees and nonemployee directors to remain with the Company and to more closely align their interests with those of the Company’s stockholders. As of December 31, 2013, awards under the programs consisted of stock options, RSUs, and DSUs, as well as DEUs. The Company currently issues the majority of shares related to its stock incentive plans from the Company’s authorized and unissued shares of Class A Common Stock. Approximately 59.0 million shares of Class A Common Stock have been authorized for these stock incentive plans. The Company also grants cash-based long-term incentive awards based on the Company’s relative total shareholder return.

For the years ended December 31, 2013, 2012 and 2011, the Company incurred pre-tax stock-based compensation expense of $28.3 million, $23.9 million and $22.4 million, respectively, in the Consolidated Statements of Earnings. For the years ended December 31, 2013 and 2012, $1.7 million and $0.4 million, respectively, was recognized for the cash-based long-term incentive awards and is included in pre-tax stock-based compensation expense.

In connection with the retirement of an executive officer from the Company and in consideration of the executive officer’s years of service to the Company, the Company’s Compensation and Pension Committee accelerated the vesting of the second and third tranches of the executive officer’s 2010 earned performance-based restricted stock unit award to April 29, 2011. The total incremental compensation cost resulting from the modification was $4.8 million, which was also the fair value of the award on the date of modification, since the executive officer would not have vested under the original service condition and no expense would have been recognized on a cumulative basis related to these tranches. The Company would have incurred total expense of $4.3 million over the requisite service period related to these tranches if the executive officer had vested under the terms of the original award.

The following table presents a breakout of the stock-based compensation expense recognized for the years ended December 31:

	2013		2012		2011
Cost of revenue	$	2.3	$	2.1	$	1.3
Research and development		3.6		4.1		3.5
Selling, general and administrative		22.4		17.7		17.6
Stock-based compensation expense before income taxes		28.3		23.9		22.4
Income tax benefit		(10.6)		(9.2)		(8.7)
Stock-based compensation expense after income taxes	$	17.7	$	14.7	$	13.7

Stock Options

Generally, stock options expire ten years from the date of grant. No stock options were granted during 2013, 2012, or 2011.

A summary of the status of the Company’s stock-based compensation plans as of December 31, 2013 and the change during the year is presented below:

	Options (In Millions)	Weighted Average Exercise Price (Per Share)		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Millions)
Outstanding at December 31, 2012	4.3	$	60.45	2.6	$	3.4
Granted	–
Exercised	(0.0)		31.43
Forfeited or canceled	(1.0)		61.01
Outstanding at December 31, 2013	3.3		60.40	2.2		11.2
Vested and expected to vest at December 31, 2013	3.3		60.82	2.2		10.6
Exercisable at December 31, 2013	3.1	$	63.10	2.0	$	7.8

For the year ended December 31, 2013, the total intrinsic value of options exercised was $0.1 million. For the year ended December 31, 2012, the total intrinsic value of options exercised was $0.3 million. For the year ended December 31, 2011, the total intrinsic value of options exercised was $0.0 million. As of December 31, 2013, the Company had $0.4 million of total unrecognized compensation expense, net of estimated forfeitures, related to unvested stock options that will be recognized over the weighted average period of 0.9 years.

Restricted Stock and Deferred Stock Units

Lexmark has granted RSUs with various vesting periods and generally these awards vest based upon continued service with the Company or continued service on the Board of Directors. As of December 31, 2013, the Company has issued DSUs to certain members of management who elected to defer all or a portion of their annual bonus into such units and to certain nonemployee directors who elected to defer all or a portion of their annual retainer, committee retainer and/or chair retainer into such units. These DSUs are 100% vested when issued. The Company has also issued supplemental DSUs to certain members of management upon the election to defer all or a portion of an annual bonus into DSUs. These supplemental DSUs vest at the end of five years based upon continued employment with the Company. The cost of the RSUs and supplemental DSUs, generally determined to be the fair market value of the shares at the date of grant, is charged to compensation expense ratably over the vesting period of the award.

During 2013, a certain number of executive officers of the Company were also granted additional RSU awards having a performance condition, which could range from 37,100 RSUs to 296,800 RSUs depending on the level of achievement. The performance measure selected to indicate the level of achievement was return on invested capital compared to the S&P Mid-Cap Technology Index. The performance period for the awards is 3 years ending on December 31, 2015. The expense for these awards is being accrued at target level. A certain number of executive officers of the Company were also granted additional RSU awards having a performance condition, which could range from 37,150 RSUs to 148,600 RSUs depending on the level of achievement. The performance measure selected to indicate the level of achievement was services and software revenue. The performance period for the awards is 1 year ending on December 31, 2013. The expense for these awards was recognized at target level. The table below includes both awards at the target level of RSUs.

During 2012, a certain number of executive officers of the Company were also granted additional RSU awards having a performance condition, which could range from 27,350 RSUs to 218,800 RSUs depending on the level of achievement. The performance measure selected to indicate the level of achievement was return on invested capital compared to the S&P 500 Technology Index. The performance period for the awards is 3 years ending on December 31, 2014. The expense for these awards is being accrued at target level. The table below includes the awards at the target level of RSUs.

During 2011, a certain number of executive officers of the Company were also granted additional RSU awards having a performance condition, which could range from 94,650 RSUs to 283,950 RSUs depending on the level of achievement. The performance measure selected to indicate the level of achievement was free operating cash flow, defined as net cash flow provided by operating activities less net cash outflows for property plant and equipment, and acquisitions and pension contributions. The performance period ended on December 31, 2011 and, as of that date, the minimum level of the performance condition had not been satisfied. No expense for these awards was accrued.

A summary of the status of the Company’s RSU and DSU grants as of December 31, 2013 and the changes during the year is presented below:

	Units (In Millions)		Weighted Average Grant Date Fair Value (Per Share)	Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (In Millions)
RSUs and DSUs at December 31, 2012	2.5	$	34.85	1.7	$	57.4
Granted	1.3		23.26
Vested	(0.8)		32.00
Forfeited or canceled	(0.2)		32.05
RSUs and DSUs at December 31, 2013	2.8	$	30.71	1.6	$	100.5

For the year ended December 31, 2013, the total fair value of RSUs and DSUs that vested was $19.6 million. As of December 31, 2013, the Company had $37.0 million of total unrecognized compensation expense, net of estimated forfeitures, related to RSUs and DSUs that will be recognized over the weighted average period of 2.3 years.

7. MARKETABLE SECURITIES

The Company evaluates its marketable securities in accordance with authoritative guidance on accounting for investments in debt and equity securities, and has determined that all of its investments in marketable securities should be classified as available-for-sale and reported at fair value, with unrealized gains and losses recorded in Accumulated other comprehensive loss on the Consolidated Statements of Financial Position. The fair values of the Company’s available-for-sale marketable securities are based on quoted market prices or other observable market data, discount cash flow analyses, or in some cases, the Company’s amortized cost which approximates fair value.

Money market funds included in Cash and cash equivalents on the Consolidated Statements of Financial Position are excluded from the information contained in this Note. Refer to Note 3 of the Notes to Consolidated Financial Statements for information regarding these investments.

As of December 31, 2013, the Company’s available-for-sale Marketable securities had gross unrealized gains and (losses) of $2.3 million and $1.5 million, respectively, and consisted of the following:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated Fair
	Cost		Gains		Losses		Value
Auction rate securities - municipal debt	$	3.8	$	–	$	(0.4)	$	3.4
Corporate debt securities		360.7		1.6		(0.2)		362.1
Government and agency debt securities		358.2		0.2		(0.1)		358.3
Asset-backed and mortgage-backed securities		73.2		0.5		(0.1)		73.6
Total debt securities		795.9		2.3		(0.8)		797.4
Auction rate securities - preferred		4.0		–		(0.7)		3.3
Total security investments		799.9		2.3		(1.5)		800.7
Cash equivalents		(12.5)		–		–		(12.5)
Total marketable securities	$	787.4	$	2.3	$	(1.5)	$	788.2

As of December 31, 2012, the Company’s available-for-sale Marketable securities had gross unrealized gains and (losses) of $3.6 million and $1.6 million, respectively, and consisted of the following:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated Fair
	Cost		Gains		Losses		Value
Auction rate securities - municipal debt	$	3.8	$	–	$	(0.5)	$	3.3
Corporate debt securities		301.3		2.4		(0.1)		303.6
Government and agency debt securities		340.2		0.6		–		340.8
Asset-backed and mortgage-backed securities		55.9		0.6		–		56.5
Total debt securities		701.2		3.6		(0.6)		704.2
Auction rate securities - preferred		4.0		–		(1.0)		3.0
Total security investments		705.2		3.6		(1.6)		707.2
Cash equivalents		(7.5)		–		–		(7.5)
Total marketable securities	$	697.7	$	3.6	$	(1.6)	$	699.7

Although contractual maturities of the Company’s investment in debt securities may be greater than one year, the majority of investments are classified as Current assets in the Consolidated Statements of Financial Position due to the Company’s ability to use these investments for current liquidity needs if required. As of December 31, 2013 and 2012, auction rate securities of $6.7 million and $6.3 million, respectively, are classified in noncurrent assets due to the fact that the securities have experienced unsuccessful auctions and that poor debt market conditions have reduced the likelihood that the securities will successfully auction within the next 12 months. The contractual maturities of the Company’s available-for-sale marketable securities noted above are shown below. Expected maturities may differ from final contractual maturities for certain securities that allow for call or prepayment provisions. Proceeds from calls and prepayments are included in Proceeds from maturities of marketable securities on the Consolidated Statements of Cash Flows. Refer to Note 21 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s auction rate preferred stock activity occurring subsequent to the date of the financial statements.

	2013				2012
	Amortized		Estimated Fair		Amortized		Estimated Fair
	Cost		Value		Cost		Value
Due in less than one year	$	160.4	$	160.6	$	185.4	$	185.8
Due in one to five years		621.1		622.2		498.3		500.9
Due after five years		18.4		17.9		21.5		20.5
Total available-for-sale marketable securities	$	799.9	$	800.7	$	705.2	$	707.2

For the years ended December 31, 2013, 2012, and 2011, the Company recognized $1.3 million, $4.2 million, and $3.2 million, respectively, in net gains on its marketable securities; all of which is realized gains due to sales and maturities and is included in Other expense (income), net on the Consolidated Statements of Earnings. The Company uses the specific identification method when accounting for the costs of its available-for-sale marketable securities sold.

Impairment

The FASB guidance on the recognition and presentation of OTTI requires that credit related OTTI on debt securities be recognized in earnings while noncredit related OTTI of debt securities not expected to be sold be recognized in other comprehensive income. For the years ended December 31, 2013, 2012, and 2011, the Company incurred no OTTI on its debt securities.

The table below presents a cumulative rollforward of the amount related to credit losses recognized in earnings for other-than-temporary impairments:

Beginning balance of amounts related to credit losses, January 1, 2011	$	2.7
Credit losses on debt securities for which OTTI was not previously recognized		–
Additional credit losses on debt securities for which OTTI was previously recognized		–
Reductions for securities sold in the period for which OTTI was previously recognized		(0.5)
Ending balance of amounts related to credit losses, December 31, 2011	$	2.2
Credit losses on debt securities for which OTTI was not previously recognized		–
Additional credit losses on debt securities for which OTTI was previously recognized		–
Reductions for securities sold in the period for which OTTI was previously recognized		(1.9)
Ending balance of amounts related to credit losses, December 31, 2012	$	0.3
Credit losses on debt securities for which OTTI was not previously recognized		–
Additional credit losses on debt securities for which OTTI was previously recognized		–
Reductions for securities sold in the period for which OTTI was previously recognized		(0.1)
Ending balance of amounts related to credit losses, December 31, 2013	$	0.2

The following table provides information at December 31, 2013, about the Company’s marketable securities with gross unrealized losses for which no other-than-temporary impairment has been incurred, and the length of time that individual securities have been in a continuous unrealized loss position. The gross unrealized loss of $1.5 million, pre-tax, is recognized in accumulated other comprehensive income:

	Less than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss		Value		Loss
Auction rate securities	$	–	$	–	$	6.7	$	(1.1)	$	6.7	$	(1.1)
Corporate debt securities		85.7		(0.2)		1.2		–		86.9		(0.2)
Asset-backed and mortgage-backed securities		43.4		(0.1)		0.1		–		43.5		(0.1)
Government and agency		158.5		(0.1)		–		–		158.5		(0.1)
Total	$	287.6	$	(0.4)	$	8.0	$	(1.1)	$	295.6	$	(1.5)

As of December 31, 2013, none of the Company's marketable securities for which OTTI has been incurred are in an unrealized loss position.

The following table provides information, at December 31, 2012, about the Company’s marketable securities with gross unrealized losses for which no other-than-temporary impairment has been incurred, and the length of time that individual securities have been in a continuous unrealized loss position. The gross unrealized loss of $1.6 million, pre-tax, is recognized in accumulated other comprehensive income:

	Less than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss		Value		Loss
Auction rate securities	$	–	$	–	$	6.3	$	(1.5)	$	6.3	$	(1.5)
Corporate debt securities		54.9		(0.1)		1.4		–		56.3		(0.1)
Asset-backed and mortgage-backed securities		6.7		–		0.2		–		6.9		–
Government and agency		30.9		–		–		–		30.9		–
Total	$	92.5	$	(0.1)	$	7.9	$	(1.5)	$	100.4	$	(1.6)

The following table provides information, at December 31, 2012, about the Company’s marketable securities with gross unrealized losses for which other-than-temporary impairment has been incurred, and the length of time that individual securities have been in a continuous unrealized loss position:

Asset-backed and mortgage-backed securities

0.1

–

0.1

–

Total

0.1

–

0.1

–

Auction rate securities

The Company’s valuation process for its auction rate security portfolio begins with a credit analysis of each instrument. Under this method, the security is analyzed for factors impacting its future cash flows, such as the underlying collateral, credit ratings, credit insurance or other guarantees, and the level of seniority of the specific tranche of the security. Future cash flows are projected incorporating certain security specific assumptions such as the ratings outlook, the assumption that the auction market will remain illiquid and that the security’s interest rate will continue to be set at the maximum applicable rate, and that the security will not be redeemed prior to any scheduled redemption date. The methodology for determining the appropriate discount rate uses market-based yield indicators and the underlying collateral as a baseline for determining the appropriate yield curve, and then adjusting the resultant rate on the basis of the credit and structural analysis of the security. The unrealized losses on the Company’s auction rate portfolio are a result of the illiquidity in this market sector and are not due to credit quality. The Company has the intent to hold these securities until liquidity in the market or optional issuer redemption occurs, and it is not more likely than not that the Company will be required to sell these securities before anticipated recovery. Additionally, if the Company requires capital, the Company has available liquidity through its trade receivables facility and revolving credit facility.

Corporate debt securities

Unrealized losses on the Company’s corporate debt securities are attributable to current economic conditions and are not due to credit quality. Because the Company does not intend to sell and will not be required to sell the securities before recovery of their net book values, which may be at maturity, the Company does not consider securities in its corporate debt portfolio to be other-than-temporarily impaired at December 31, 2013.

Asset-backed and mortgage-backed securities

Credit losses for the asset-backed and mortgage-backed securities are derived by examining the significant drivers that affect loan performance such as pre-payment speeds, default rates, and current loan status. These drivers are used to apply specific assumptions to each security and are further divided in order to separate the underlying collateral into distinct groups based on loan performance characteristics. For instance, more weight is placed on higher risk categories such as collateral that exhibits higher than normal default rates, those loans originated in high risk states where home appreciation has suffered the most severe correction, and those loans which exhibit longer delinquency rates. Based on these characteristics, collateral-specific assumptions are applied to build a model to project future cash flows expected to be collected. These cash flows are then discounted at the current yield used to accrete the beneficial interest, which approximates the effective interest rate implicit in the bond at the date of acquisition for those securities purchased at par. The unrealized losses on the Company’s remaining asset-backed and mortgage-backed securities are due to constraints in market liquidity for certain portions of these sectors in which the Company has investments, and are not due to credit quality. Because the Company does not intend to sell and will not be required to sell the securities before recovery of their net book values, the Company does not consider the remainder of its asset-backed and mortgage-backed debt portfolio to be other-than-temporarily impaired at December 31, 2013.

Government and Agency securities

The unrealized losses on the Company’s investments in government and agency securities are the result of interest rate effects. Because the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their net book values, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2013.

8. TRADE RECEIVABLES

The Company’s trade receivables are reported in the Consolidated Statements of Financial Position net of allowances for doubtful accounts and product returns. Trade receivables consisted of the following at December 31:

	2013		2012
Gross trade receivables	$	477.0	$	547.2
Allowances		(24.7)		(23.6)
Trade receivables, net	$	452.3	$	523.6

In the U.S., the Company and Perceptive Software, LLC transfer a majority of their receivables to a wholly-owned subsidiary, Lexmark Receivables Corporation (“LRC”), which then may transfer the receivables on a limited recourse basis to an unrelated third party. The financial results of LRC are included in the Company’s consolidated financial results since it is a wholly-owned subsidiary. LRC is a separate legal entity with its own separate creditors who, in a liquidation of LRC, would be entitled to be satisfied out of LRC’s assets prior to any value in LRC becoming available for equity claims of the Company. The Company accounts for transfers of

receivables from LRC to the unrelated third party as a secured borrowing with the pledge of its receivables as collateral since LRC has the ability to repurchase the receivables interests at a determinable price.

This facility contains customary affirmative and negative covenants as well as specific provisions related to the quality of the accounts receivables transferred. As collections reduce previously transferred receivables, the Company and Perceptive Software, LLC may replenish these with new receivables. Lexmark and Perceptive Software, LLC bear a limited risk of bad debt losses on the trade receivables transferred, since the Company and Perceptive Software, LLC over-collateralize the receivables transferred with additional eligible receivables. Lexmark and Perceptive Software, LLC address this risk of loss in the allowance for doubtful accounts. Receivables transferred to the unrelated third-party may not include amounts over 90 days past due or concentrations over certain limits with any one customer. The facility also contains customary cash control triggering events which, if triggered, could adversely affect the Company’s liquidity and/or its ability to obtain secured borrowings. A downgrade in the Company’s credit rating would reduce the amount of secured borrowings available under the facility.

Expenses incurred under this program totaled $0.5 million, $0.5 million, and $0.6 million in 2013, 2012, and 2011 respectively. The expenses are primarily included in Interest (income) expense, net on the Consolidated Statements of Earnings in 2013, 2012, and 2011.

9. INVENTORIES

Inventories consist of the following at December 31:

	2013		2012
Work in process	$	24.1	$	23.7
Finished goods		244.1		253.6
Inventories	$	268.2	$	277.3

10. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at December 31:

	Useful Lives (Years)	2013		2012
Land and improvements	20	$	34.4	$	31.1
Buildings and improvements	10-35		554.0		571.2
Machinery and equipment	2-10		639.4		882.5
Information systems	3-4		135.4		143.3
Internal-use software	3-5		514.5		541.7
Leased products	2-7		133.9		113.9
Furniture and other	7		60.1		59.7
			2,071.7		2,343.4
Accumulated depreciation			(1,259.3)		(1,498.1)
Property, plant and equipment, net		$	812.4	$	845.3

In 2013 the Company retired certain fully depreciated assets and accordingly reduced both the related gross carrying balances and accumulated depreciation balances. Also, in 2013 the Company derecognized certain assets upon the sale of its Inkjet-related technology and assets to a third party. Refer to Note 4 of the Notes to Consolidated Financial Statements for information on the divestiture.

Depreciation expense was $189.3 million, $229.6 million and $196.0 million in 2013, 2012 and 2011, respectively.

Leased products refers to hardware leased by Lexmark to certain customers as part of the Company’s ISS operations. The cost of the hardware is amortized over the life of the contracts, which have been classified as operating leases based on the terms of the

arrangements. The accumulated depreciation related to the Company’s leased products was $89.7 million and $76.5 million at year-end 2013 and 2012, respectively.

The Company accounts for its internal-use software, an intangible asset by nature, in Property, plant and equipment, net on the Consolidated Statements of Financial Position. Amortization expense related to internal-use software is included in the depreciation expense values shown above and was $80.8 million, $69.3 million and $60.8 million in 2013, 2012 and 2011, respectively. The net carrying amounts of internal-use software at December 31, 2013 and 2012 were $209.7 million and $230.0 million, respectively. The following table summarizes the estimated future amortization expense for internal-use software currently being amortized.

Fiscal year:
2014	$	73.3
2015		46.4
2016		23.5
2017		13.3
2018		3.9
Thereafter		–
Total	$	160.4

The table above does not include future amortization expense for internal-use software that is not currently being amortized because the assets are not ready for their intended use.

Accelerated depreciation and disposal of long-lived assets

The Company’s restructuring actions have resulted in shortened estimated useful lives of certain machinery and equipment and buildings and subsequent disposal of machinery and equipment no longer in use. Refer to Note 5 of the Notes to Consolidated Financial Statements for a discussion of these actions and the impact on earnings.

Long-lived assets held for sale

Certain of the Company’s long-lived assets held for sale were subject to nonrecurring fair value measurements during 2012. Refer to Notes 3 and 5 of the Notes to Consolidated Financial Statements for a discussion of these assets.

11. GOODWILL AND INTANGIBLE ASSETS

As discussed in Note 4 to the Consolidated Financial Statements the disclosures of goodwill and intangible assets shown below include provisional amounts that are subject to measurement period adjustments.

Goodwill

The following table summarizes the changes in the carrying amount of goodwill for each reportable segment and in total during 2013 and 2012.

	ISS		Perceptive Software		Total
Balance at January 1, 2012	$	22.9	$	193.5	$	216.4
Goodwill acquired during the period		–		162.4		162.4
Foreign currency translation		0.3		(0.4)		(0.1)
Balance at December 31, 2012	$	23.2	$	355.5	$	378.7
Goodwill acquired during the period		–		79.3		79.3
Goodwill disposed during the period upon sale of business		(1.1)		–		(1.1)
Foreign currency translation		(1.3)		0.4		(0.9)
Balance at December 31, 2013	$	20.8	$	435.2	$	456.0

The Company has recorded $79.3 million of goodwill related to the acquisitions of AccessVia, Twistage, Saperion and PACSGEAR, including the $1.6 million net impact of measurement period adjustments determined subsequent to the acquisitions of AccessVia, Twistage and Saperion, related to income tax matters and other facts and circumstances that existed at the respective acquisition dates. The goodwill acquired in the acquisition of Saperion is a provisional amount. Measurement period adjustments determined in 2013 related to the Company’s acquisition of Acuo in the fourth quarter of 2012 were applied retrospectively, increasing the balance of goodwill at December 31, 2012 by $1.9 million. The goodwill balance was reduced in 2013 by $1.1 million upon the sale of the inkjet-related technology and assets. Refer to Note 4 of the Notes to Consolidated Financial Statements for additional details regarding

business combinations occurring during 2013, 2012, and 2011, as well as information related to divestitures. The Company does not have any accumulated impairment charges as of December 31, 2013.

Intangible Assets

The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets.

	December 31, 2013						December 31, 2012
			Accum						Accum
	Gross		Amort		Net		Gross		Amort		Net

Intangible assets subject to amortization:
Customer relationships	$	117.7	$	(34.6)	$	83.1	$	84.0	$	(19.8)	$	64.2
Non-compete agreements		2.8		(2.3)		0.5		2.5		(1.7)		0.8
Technology and patents		243.4		(104.5)		138.9		193.8		(65.7)		128.1
Trade names and trademarks		42.8		(7.8)		35.0		8.0		(2.9)		5.1
Total		406.7		(149.2)		257.5		288.3		(90.1)		198.2

Intangible assets not subject to amortization:
In-process technology		0.5		–		0.5		0.9		–		0.9
Trade names and trademarks		–		–		–		32.3		–		32.3
Total		0.5		–		0.5		33.2		–		33.2

Total identifiable intangible assets	$	407.2	$	(149.2)	$	258.0	$	321.5	$	(90.1)	$	231.4

Intangible assets acquired in a transaction accounted for as a business combination are initially recognized at fair value. Intangible assets acquired in a transaction accounted for as an asset acquisition are initially recognized at cost. Of the $407.2 million gross carrying amount at December 31, 2013, $385.7 million were acquired in transactions accounted for as business combinations, $0.7 million consisted of negotiated non-compete agreements recognized separately from a business combination and $20.8 million were acquired in transactions accounted for as asset acquisitions.

The year-to-date increases in the intangible assets above were driven by business combinations discussed in Note 4 of the Notes to Consolidated Financial Statements. Amortization expense related to intangible assets was $59.2 million, $44.3 million, and $23.7 million for the years ended December 31, 2013, 2012, and 2011, respectively. The following table summarizes the estimated future amortization expense for intangible assets that are currently being amortized.

Fiscal year:
2014	$	69.6
2015		59.7
2016		51.1
2017		35.2
2018		22.7
Thereafter		19.2
Total	$	257.5

In-process technology refers to research and development efforts that were in process on the date the Company acquired Saperion. Under the accounting guidance for intangible assets, in-process research and development acquired in a business combination is considered an indefinite lived asset until completion or abandonment of the associated research and development efforts. The Company begins amortizing its in-process technology assets upon completion of the projects.

The Company reevaluated the indefinite useful life assumption for its Perceptive Software trade name asset during the period as required under the accounting guidance for indefinite-lived intangible assets. The asset, which was originally valued at $32.3 million, was deemed to no longer have an indefinite useful life following changes in management’s expected use of the name as evidenced by the centralization of the Company’s marketing organization across ISS and Perceptive Software during the fourth quarter of 2013. Accordingly, the Company commenced amortization and currently intends to amortize the asset over a five-year period. The Company’s expected use of its acquired trade names and trademarks could change in future periods as the Company considers alternatives for going to market with its acquired software and solutions products.

12. ACCRUED LIABILITIES AND OTHER LIABILITIES

Accrued liabilities, in the current liabilities section of the Consolidated Statements of Financial Position, consisted of the following at December 31:

	2013		2012
Deferred revenue	$	175.0	$	156.5
Compensation		161.5		108.8
Copyright fees		64.0		64.4
Marketing programs		70.8		54.6
Other		200.9		197.8
Accrued liabilities	$	672.2	$	582.1

The $90.1 million increase in Accrued liabilities was primarily driven by a $52.7 million increase in compensation related accruals which includes a $12.6 million legal accrual related to a legal resolution, refer to Note 19 of the Notes to Consolidated Financial Statements for additional information, and approximately $39.6 million related to incentive based compensation accruals, due to improved Company performance.

Changes in the Company’s warranty liability for standard warranties and deferred revenue for extended warranties are presented in the tables below:

Warranty liability:
	2013		2012
Balance at January 1	$	46.7	$	47.5
Accruals for warranties issued		62.6		74.2
Accruals related to pre-existing warranties (including
changes in estimates)		(9.5)		12.6
Settlements made (in cash or in kind)		(69.3)		(87.6)
Balance at December 31	$	30.5	$	46.7

Deferred service revenue:
	2013		2012
Balance at January 1	$	192.0	$	180.9
Revenue deferred for new extended warranty contracts		76.1		101.0
Revenue recognized		(88.2)		(89.9)
Balance at December 31	$	179.9	$	192.0
Current portion		80.3		81.6
Non-current portion		99.6		110.4
Balance at December 31	$	179.9	$	192.0

The table above includes separately priced extended warranty and product maintenance contracts. It does not include software and other elements of the Company’s deferred revenue. The short-term portion of warranty and the short-term portion of extended warranty are included in Accrued liabilities on the Consolidated Statements of Financial Position. Both the long-term portion of warranty and the long-term portion of extended warranty are included in Other liabilities on the Consolidated Statements of Financial Position. The split between the short-term and long-term portion of the warranty liability is not disclosed separately above due to immaterial amounts in the long-term portion.

Other liabilities, in the noncurrent liabilities section of the Consolidated Statements of Financial Position, consisted of the following at December 31:

	2013		2012
Pension and other postretirement benefits	$	154.6	$	268.5
Deferred revenue		135.8		131.6
Other		114.3		99.4
Other liabilities	$	404.7	$	499.5

The $94.8 million decrease in Other liabilities was driven by the $113.9 decrease in pension and other postretirement benefits liability due to favorable market conditions. Refer to Note 17 of the Notes to Consolidated Financial Statements for more information related to pension and other postretirement plans.

13. DEBT

Senior Notes – Long-term Debt

In March 2013, the Company completed a public debt offering of $400.0 million aggregate principal amount of fixed rate senior unsecured notes. The notes with an aggregate principal amount of $400.0 million and 5.125% coupon were priced at 99.998% to have an effective yield to maturity of 5.125% and will mature March 15, 2020 (referred to as the “2020 senior notes”). The 2020 senior notes will rank equally with all existing and future senior unsecured indebtedness. The notes from the May 2008 public debt offering with an aggregate principal amount of $300.0 million and 6.65% coupon were priced at 99.73% to have an effective yield to maturity of 6.687% and will mature June 1, 2018 (referred to as the “2018 senior notes”). At December 31, 2013, the outstanding balance of long-term debt was $699.6 million (net of unamortized discount of $0.4 million). At December 31, 2012, the outstanding balance was $649.6 million (net of unamortized discount of $0.4 million), of which $350 million was classified as current.

The 2020 senior notes will pay interest on March 15 and September 15 of each year, beginning September 15, 2013. The 2018 senior notes pay interest on June 1 and December 1 of each year. The interest rate payable on the notes of each series will be subject to adjustments from time to time if either Moody’s Investors Service, Inc. or Standard and Poor’s Ratings Services downgrades the debt rating assigned to the notes to a level below investment grade, or subsequently upgrades the ratings.

In March 2013, the Company repaid its $350.0 million principal amount of 5.90% senior notes that were due on June 1, 2013 (referred to as the “2013 senior notes”). A loss of $3.3 million was recognized in the Consolidated Statements of Earnings, related to $3.2 million of premium paid upon repayment and $0.1 million related to the write-off of related debt issuance costs.

Credit Facility

Effective January 18, 2012, Lexmark entered into a $350 million 5-year senior, unsecured, multicurrency revolving credit facility that replaces the Company’s $300 million 3-year Multicurrency Revolving Credit Agreement entered into on August 17, 2009.

The facility provides for the availability of swingline loans and multicurrency letters of credit. Under certain circumstances and subject to certain conditions, the aggregate amount available under the facility may be increased to a maximum of $500 million. Interest on all borrowings under the facility is determined based upon either the Adjusted Base Rate or the Adjusted LIBO Rate, in each case plus a margin that is adjusted on the basis of a combination of the Company’s consolidated leverage ratio and the Company’s index debt rating.

The facility contains customary default provisions, affirmative and negative covenants and also contains certain financial covenants, including those relating to a minimum interest coverage ratio of not less than 3.0 to 1.0 and a maximum leverage of not more than 3.0 to 1.0 as defined in the agreement. The facility limits, among other things, the Company’s indebtedness, liens and fundamental changes to its structure and business. The Company was in compliance with all covenants and other requirements set forth in the facility agreement at December 31, 2013

At December 31, 2013 and December 31, 2012, there were no amounts outstanding under the revolving credit facility.

Effective February 5, 2014, Lexmark amended its current $350 million 5 year senior, unsecured, multicurrency revolving credit facility, entered into on January 18, 2012, by increasing its size to $500 million. Refer to Note 21 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s amended credit facility agreement.

Short-term Debt

Lexmark’s Brazilian operation has a short-term, uncommitted line of credit. The interest rate on this line of credit varies based upon the local prevailing interest rates at the time of borrowing. As of December 31, 2013 and 2012, there were no amounts outstanding under this credit facility.

Other

Total cash paid for interest on the debt facilities amounted to $39.1 million, $42.3 million, and $42.6 million in 2013, 2012. and 2011, respectively. The cash paid for interest amount of $39.1 million in 2013 does not include the premium paid upon repayment of the Company’s 2013 senior notes of $3.2 million and the write-off of related debt issuance costs of $0.1 million.

The components of Interest (income) expense, net in the Consolidated Statements of Earnings are as follows:

	2013		2012		2011
Interest (income)	$	(11.0)	$	(13.0)	$	(13.4)
Interest expense		44.0		42.6		43.3
Total	$	33.0	$	29.6	$	29.9

The Company had no capitalized interest costs in 2013. The Company capitalized interest costs of $0.3 million and $0.3 million in 2012 and 2011, respectively.

14. INCOME TAXES

Provision for Income Taxes

The Provision for income taxes consisted of the following:

	2013		2012		2011
Current:
Federal	$	32.9	$	27.3	$	6.8
Non-US		26.9		10.0		33.4
State and local		10.2		6.5		6.0
		70.0		43.8		46.2
Deferred:
Federal		25.9		10.7		25.0
Non-US		12.8		2.4		(10.5)
State and local		(2.1)		(2.1)		2.5
		36.6		11.0		17.0
Provision for income taxes	$	106.6	$	54.8	$	63.2

Earnings before income taxes were as follows:

	2013		2012		2011
U.S.	$	210.4	$	111.2	$	98.8
Non-U.S.		158.0		51.2		239.6
Earnings before income taxes	$	368.4	$	162.4	$	338.4

The Company realized an income tax benefit from the exercise of certain stock options and/or vesting of certain RSUs and DSUs in 2013, 2012, and 2011 of $7.0 million, $2.7 million and $2.8 million, respectively. This benefit resulted in a decrease in current income taxes payable.

A reconciliation of the provision for income taxes using the U.S. statutory rate and the Company’s effective tax rate was as follows:

	2013				2012				2011
	Amount		%		Amount		%		Amount		%
Provision for income taxes at statutory rate	$	128.9	35.0	%	$	56.9	35.0	%	$	118.5	35.0	%
State and local income taxes, net of federal
tax benefit		9.6	2.6			4.0	2.5			3.3	1.0
Foreign tax differential		(19.4)	(5.3)			(6.4)	(3.9)			(45.3)	(13.4)
Research and development credit		(11.5)	(3.1)			–	–			(6.0)	(1.8)
Valuation allowance		(1.3)	(0.4)			–	–			2.6	0.8
Adjustments to previously accrued taxes		0.8	0.2			(3.6)	(2.2)			(5.4)	(1.6)
Other		(0.5)	(0.1)			3.9	2.4			(4.5)	(1.3)
Provision for income taxes	$	106.6	28.9	%	$	54.8	33.8	%	$	63.2	18.7	%

The jurisdiction having the greatest impact on the foreign tax differential reconciling item is Switzerland.

The reconciling item for adjustments to previously accrued taxes represents adjustments to income tax expense amounts that were recorded in prior years. For the years indicated, the principal reason for these adjustments was to record the release of uncertain tax positions accrued in prior years. The adjustments to the uncertain tax positions were made either because the amount that the Company was required to pay pursuant to an income tax audit was different than the amount the Company estimated it would have to pay or because the statute of limitations governing the year of the accrual expired and no audit of that year was ever conducted by the local tax authorities.

The effective income tax rate was 28.9% for the year ended December 31, 2013. The 4.9 percentage point decrease of the effective tax rate from 2012 to 2013 was due primarily to a geographic shift in earnings toward lower tax jurisdictions in 2013 and to the reenactment of the U.S. research and experimentation tax credit in 2013 for the 2012 tax year.

The effective income tax rate was 33.8% for the year ended December 31, 2012. The 15.1 percentage point increase of the effective tax rate from 2011 to 2012 was due primarily to a geographic shift in earnings toward higher tax jurisdictions in 2012 and to the expiration of the U.S. research and experimentation tax credit on December 31, 2011.

In January of 2013, the President signed into law The American Taxpayer Relief Act of 2012, which contained provisions that retroactively extended the U.S. research and experimentation tax credit to January 1, 2012. Because the extension did not happen by December 31, 2012, the Company’s effective income tax rate for 2012 did not include the benefit of the credit for that year. However, because the credit was retroactively extended to include 2012, the Company recognized the full benefit of the 2012 credit in the first quarter of 2013.

Deferred income tax assets and (liabilities)

Significant components of deferred income tax assets and (liabilities) at December 31 were as follows:

	2013		2012
Deferred tax assets:
Tax loss carryforwards	$	10.8	$	12.9
Credit carryforwards		7.5		7.5
Inventories		13.2		14.0
Restructuring		1.2		4.3
Pension and postretirement benefits		52.1		75.2
Warranty		4.3		8.7
Equity compensation		25.6		41.0
Other compensation		21.1		7.1
Foreign exchange		2.0		–
Other		11.1		23.0
Deferred tax liabilities:
Property, plant and equipment		(49.8)		(37.7)
Intangible assets		(68.9)		(60.0)
Foreign exchange		–		(0.8)
		30.2		95.2
Valuation allowances		(2.9)		(4.8)
Net deferred tax assets	$	27.3	$	90.4

The breakdown between current and long-term deferred tax assets and deferred tax liabilities as of December 31 is as follows:

	2013		2012
Current Deferred Tax Assets and Liabilities:
Current Deferred Tax Asset	$	62.9	$	98.0
Current Deferred Tax Liability		(12.2)		(17.1)
Net Current Deferred Tax Asset		50.7		80.9

Long-Term Deferred Tax Assets and Liabilities:
Long-Term Deferred Tax Asset		29.7		40.2
Long-Term Deferred Tax Liability		(53.1)		(30.7)
Net Long-Term Deferred Tax (Liability) Asset		(23.4)		9.5

Total Current and Long-Term Net Deferred Tax Asset Balance at December 31	$	27.3	$	90.4

The current deferred tax assets and current deferred tax liabilities are included in Prepaid expenses and other current assets and Accrued liabilities, respectively, on the Consolidated Statements of Financial Position. The long-term deferred tax assets and long-term deferred tax liabilities are included in Other assets and Other liabilities, respectively, on the Consolidated Statements of Financial Position.

The Company has federal, state and foreign operating loss carryforwards of $2.5 million, $28.2 million and $30.4 million, respectively. The state net operating losses are no longer subject to a valuation allowance as the Company believes income will be sufficient in the future to fully absorb the loss. The state operating loss carryforwards expire in the years 2018 to 2021. The foreign operating loss carryforwards include $6.0 million with no expiration date. The remainder of the foreign operating loss carryforwards will expire in the years 2016 to 2025.

The Company has a federal tax credit carryforward of $2.3 million and state tax credit carryforwards of $8.0 million. The state tax credit carryforwards are subject to a valuation allowance of $1.1 million. The federal tax credit carryforward will expire in 2018. The state tax credit carryforwards will expire by the year 2026.

Deferred income taxes have not been provided for the undistributed earnings of foreign subsidiaries because such earnings are indefinitely reinvested. Undistributed earnings of non-U.S. subsidiaries included in the consolidated retained earnings were approximately $1,623.3 million as of December 31, 2013. It is not practicable to estimate the amount of additional tax that may be payable on the foreign earnings as there is a significant amount of uncertainty with respect to determining the amount of foreign tax credits as well as any additional local withholding tax that may arise from the distribution of these earnings. In addition, because such earnings have been indefinitely reinvested in our foreign operations, repatriation would require liquidation of those investments or a recapitalization of our foreign subsidiaries, the impact and effects of which are not readily determinable. The Company does not plan to initiate any action that would precipitate the payment of income taxes.

Tax Positions

The amount of unrecognized tax benefits at December 31, 2013, was $23.5 million, all of which would affect the Company’s effective tax rate if recognized. The amount of unrecognized tax benefits at December 31, 2012, was $24.2 million, all of which would affect the Company’s effective tax rate if recognized. The amount of unrecognized tax benefits at December 31, 2011, was $23.1 million, all of which would affect the Company’s effective tax rate if recognized.

The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of its income tax provision. As of December 31, 2013, the Company had $1.7 million of accrued interest and penalties. For 2013, the Company recognized in its statement of earnings a net expense of $0.1 million for interest and penalties. As of December 31, 2012, the Company had $1.7 million of accrued interest and penalties. For 2012, the Company recognized in its statement of earnings a net benefit of $0.7 million for interest and penalties. As of December 31, 2011, the Company had $2.4 million of accrued interest and penalties. For 2011, the Company recognized in its statement of earnings a net benefit of $0.5 million for interest and penalties.

It is reasonably possible that the total amount of unrecognized tax benefits will increase or decrease in the next 12 months. Such changes could occur based on the expiration of various statutes of limitations or the conclusion of ongoing tax audits in various jurisdictions around the world. If those events occur within the next 12 months, the Company estimates that its unrecognized tax benefits amount could decrease by an amount in the range of $0 million to $7.0 million, the impact of which would affect the Company’s effective tax rate.

Several tax years are subject to examination by major tax jurisdictions. In the U.S., federal tax years 2010 and after are subject to examination. The Internal Revenue Service is currently auditing tax years 2010 and 2011. In France, tax years 2011 and after are subject to examination. The French Tax Administration concluded its audit of tax years 2008 and 2009 in 2012. In Switzerland, tax years 2009 and after are subject to examination. In most of the other countries where the Company files income tax returns, 2008 is the earliest tax year that is subject to examination. The Company believes that adequate amounts have been provided for any adjustments that may result from those examinations.

A reconciliation of the total beginning and ending amounts of unrecognized tax benefits, included in Accrued liabilities and Other liabilities on the Consolidated Statements of Financial Position, is as follows:

	2013		2012		2011
Balance at January 1	$	24.2	$	23.1	$	25.5
Increases / (decreases) in unrecognized tax benefits as a result of tax
positions taken during a prior period		3.2		6.9		2.6
Increases / (decreases) in unrecognized tax benefits as a result of tax
positions taken during the current period		3.7		3.0		1.4
Increases / (decreases) in unrecognized tax benefits relating to
settlements with taxing authorities		(2.0)		(6.5)		(1.6)
Reductions to unrecognized tax benefits as a result of a lapse of the
applicable statute of limitations		(5.6)		(2.3)		(4.8)
Balance at December 31	$	23.5	$	24.2	$	23.1

Other

Cash paid for income taxes, net of (refunds), was $60.8 million, $(1.4) million, and $93.3 million in 2013, 2012, and 2011, respectively.

15. STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE EARNINGS (LOSS)

The Class A Common Stock is voting and exchangeable for Class B Common Stock in very limited circumstances. The Class B Common Stock is non-voting and is convertible, subject to certain limitations, into Class A Common Stock.

At December 31, 2013, there were 804.2 million shares of authorized, unissued Class A Common Stock. Of this amount, approximately 16.3 million shares of Class A Common Stock have been reserved under employee stock incentive plans and nonemployee director plans. There were also 1.8 million shares of unissued and unreserved Class B Common Stock at December 31, 2013. These shares are available for a variety of general corporate purposes, including future public offerings to raise additional capital and for facilitating acquisitions.

In August 2012, the Company received authorization from the Board of Directors to repurchase an additional $200 million of its Class A Common Stock for a total repurchase authority of $4.85 billion. As of December 31, 2013, there was approximately $169 million of share repurchase authority remaining. This repurchase authority allows the Company, at management’s discretion, to selectively repurchase its stock from time to time in the open market or in privately negotiated transactions depending upon market price and other factors. During 2013, the Company repurchased approximately 2.7 million shares at a cost of approximately $82 million. During 2012, the Company repurchased approximately 8.1 million shares at a cost of approximately $190 million. As of December 31, 2013, since the inception of the program in April 1996, the Company had repurchased approximately 110.3 million shares of its Class A Common Stock for an aggregate cost of approximately $4.68 billion. As of December 31, 2013, the Company had reissued approximately 0.5 million shares of previously repurchased shares in connection with certain of its employee benefit programs. As a result of these issuances as well as the retirement of 44.0 million, 16.0 million and 16.0 million shares of treasury stock in 2005, 2006 and 2008, respectively, the net treasury shares outstanding at December 31, 2013, were 33.8 million. The retired shares resumed the status of authorized but unissued shares of Class A Common Stock.

Accelerated Share Repurchase Agreements

The Company executed four accelerated share repurchase (“ASR”) Agreements with financial institution counterparties in 2013, resulting in a total of 2.7 million shares repurchased at a cost of $82 million. The impact of the four ASRs is included in the share repurchase totals provided in the preceding paragraphs. There were no outstanding ASR Agreements as of December 31, 2013.

Under the terms of the ASR Agreements, the Company paid an agreed upon amount targeting a certain number of shares based on the closing price of the Company's Class A Common Stock on the date of each agreement. The Company took delivery of 85% of the shares in the initial transaction and the remaining 15% holdback provision payment was held back until final settlement of each contract occurred. The final number of shares to be delivered by the counterparty under the ASR Agreements was dependent on the average of the daily volume weighted-average price of the Company's Class A Common Stock over the agreements' trading period, a discount, and the initial number of shares delivered. Under the terms of the ASR Agreements, the Company would either receive additional shares from the counterparty or be required to deliver additional shares or cash to the counterparty in the final settlement. The Company controls its election to either deliver additional shares or cash to the counterparty.

The ASR Agreements discussed in the preceding paragraph were accounted for as initial treasury stock transactions and forward stock purchase contracts. The initial repurchase of shares resulted in a reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share on the effective date of the agreements. The forward stock purchase contract (settlement provision) was considered indexed to the Company's own stock and was classified as an equity instrument under accounting guidance applicable to contracts in an entity's own equity.

Dividends

The Company’s dividend activity during the year ended December 31, 2013 was as follows:

			Lexmark International, Inc.
			Class A Common Stock
Declaration Date	Record Date	Payment Date	Dividend Per Share		Cash Outlay
February 21, 2013	March 4, 2013	March 15, 2013	$	0.30	$	19.1
April 25, 2013	May 31, 2013	June 14, 2013		0.30		18.9
July 25, 2013	August 30, 2013	September 13, 2013		0.30		18.7
October 24, 2013	November 29, 2013	December 13, 2013		0.30		18.6
Total Dividends			$	1.20	$	75.3

The payment of the cash dividends also resulted in the issuance of additional dividend equivalent units to holders of restricted stock units. Diluted weighted-average Lexmark Class A share amounts presented reflect this issuance. All cash dividends and dividend equivalent units are accounted for as reductions of Retained earnings.

Accumulated Other Comprehensive Earnings (Loss)

The following tables provide the tax benefit or expense attributed to each component of Other comprehensive (loss) earnings:

					Net
					Unrealized		Net		Net		Accumulated
	Foreign		Pension or		Gain (Loss) on		Unrealized		Unrealized		Other
	Currency		Other		Marketable		Gain (Loss) on		(Loss) Gain on		Comprehensive
	Translation		Postretirement		Securities –		Marketable		Cash Flow		(Loss)
	Adjustment		Benefits		OTTI		Securities		Hedge		Earnings
Balance at December 31, 2010	$	8.9	$	1.8	$	0.6	$	0.6	$	–	$	11.9
Net 2011 other comprehensive (loss) earnings		(29.2)		(2.7)		0.1		(1.2)		–		(33.0)
Balance at December 31, 2011		(20.3)		(0.9)		0.7		(0.6)		–		(21.1)
Net 2012 other comprehensive earnings (loss)		14.7		0.2		(0.6)		2.6		(0.9)		16.0
Balance at December 31, 2012		(5.6)		(0.7)		0.1		2.0		(0.9)		(5.1)
Other comprehensive income before reclassifications		(21.3)		2.1		0.1		(0.1)		0.9		(18.3)
Amounts reclassified from accumulated other comprehensive income		(10.7)		–		(0.1)		(1.0)		–		(11.8)
Net 2013 other comprehensive (loss) earnings		(32.0)		2.1		–		(1.1)		0.9		(30.1)
Balance at December 31, 2013	$	(37.6)	$	1.4	$	0.1	$	0.9	$	–	$	(35.2)

Changes in the Company's foreign currency translation adjustments were due to a number of factors as the Company operates in various currencies throughout the world. The primary drivers of the unfavorable change in 2013 were decreases in the exchange rate values of approximately 8% in the Philippine peso, 13% in the Brazilian real and 19% in the South African rand. The primary drivers of the favorable change in 2012 were increases in the exchange rate values of approximately 7% in the Philippine peso, 8% in the Mexican peso and 2% in the Euro. The primary drivers of the unfavorable change in 2011 were decreases in the exchange rate values of approximately 11% in the Mexican peso, 11% in the Brazilian real, 3% in the Euro and 18% in the South African rand. The exchange rates referenced above are calculated as U.S. dollar per unit of foreign currency.

The December 31, 2013 balance of $0.1 million in the table above for Net Unrealized Gain (Loss) on Marketable Securities – OTTI represents the cumulative favorable mark-to-market adjustment on debt securities for which OTTI was previously recognized under the amended FASB guidance adopted by the Company in 2009.

For the year ended December 31, 2013, the following table provides details of amounts reclassified from Accumulated other comprehensive earnings (loss):

Details about Accumulated Other Comprehensive Earnings Components		Amount Reclassified from Accumulated Other Comprehensive (Loss) Earnings	Affected Line Item in the Statements of Earnings
Foreign currency translation adjustment
Foreign exchange gain recognized upon sale of a foreign entity	$	10.7	Gain on sale of inkjet-related technology and assets

Pension and other postretirement benefits
Amortization of prior service benefit		0.7	Note 17. Employee Pension and Postretirement Plans
Pension-related losses recognized upon sale of a subsidiary		(0.4)	Gain on sale of inkjet-related technology and assets
		(0.3)	Tax benefit (liability)
	$	–	Net of tax

Unrealized gains and (losses) on
marketable securities
Marketable securities
Non-OTTI	$	1.2	Other expense (income), net
OTTI		0.1	Other expense (income), net
		(0.2)	Tax benefit (liability)
	$	1.1	Net of tax

Total reclassifications for the period	$	11.8	Net of tax

Net Other comprehensive earnings (loss) for 2012 and 2011 include amounts reclassified from Accumulated other comprehensive earnings (loss). Refer to Note 17 of the Notes to Consolidated Financial Statements for additional information regarding pension and other postretirement plans, including the amounts amortized out of Accumulated other comprehensive earnings (loss) into net periodic benefit cost for the periods presented. Refer to Note 7 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s investments in marketable securities, including realized gains and losses reclassified from Accumulated other comprehensive earnings (loss) into Net earnings for the periods presented.

16. EARNINGS PER SHARE (“EPS”)

The following table presents a reconciliation of the numerators and denominators of the basic and diluted EPS calculations for the years ended December 31:

	2013		2012		2011
Numerator:
Net earnings	$	261.8	$	107.6	$	275.2
Denominator:
Weighted average shares used to compute basic EPS		63.0		68.6		77.1
Effect of dilutive securities -
Employee stock plans		1.1		0.9		0.8
Weighted average shares used to compute diluted EPS		64.1		69.5		77.9

Basic net EPS	$	4.16	$	1.57	$	3.57
Diluted net EPS	$	4.08	$	1.55	$	3.53

Restricted stock units (“RSUs”), stock options, and dividend equivalent units totaling an additional 2.4 million, 3.8 million and 5.7 million shares of Class A Common Stock in 2013, 2012, and 2011, respectively, were outstanding but were not included in the computation of diluted net earnings per share because the effect would have been antidilutive.

Under the terms of Lexmark’s RSU agreements, unvested RSU awards contain forfeitable rights to dividends and dividend equivalent units. Because the dividend equivalent units are forfeitable, they are defined as non-participating securities. As of December 31, 2013, there were approximately 0.2 million dividend equivalent units outstanding, which will vest at the time that the underlying RSU vests.

In addition to the 2.4 million antidilutive shares for the year ended December 31, 2013, mentioned above, unvested restricted stock units with a performance condition that were granted in the first quarter of 2013 and 2012 were also excluded from the computation of diluted earnings per share. According to FASB guidance on earnings per share, contingently issuable shares are excluded from the

Obligations and funded status at December 31:

	Pension Benefits				Other Postretirement Benefits
	2013		2012		2013		2012
Change in Benefit Obligation:
Benefit obligation at beginning of year	$	883.2	$	817.3	$	37.9	$	40.7
Service cost		4.8		3.6		0.7		0.8
Interest cost		32.3		34.0		1.1		1.4
Contributions by plan participants		2.7		2.7		3.7		3.4
Actuarial (gain) loss		(63.3)		63.7		(2.4)		(1.6)
Benefits paid		(57.0)		(52.7)		(7.4)		(7.6)
Foreign currency exchange rate changes		4.1		5.3		–		–
Plan amendments and adjustments		(0.2)		2.6		(2.7)		0.1
Settlement, curtailment or termination benefit loss		–		6.7		–		0.7
Benefit obligation at end of year		806.6		883.2		30.9		37.9
Change in Plan Assets:
Fair value of plan assets at beginning of year		660.6		587.2		–		–
Actual return on plan assets		60.3		83.5		–		–
Contributions by the employer		21.1		35.2		3.7		4.2
Benefits paid		(57.0)		(52.7)		(7.4)		(7.6)
Foreign currency exchange rate changes		3.9		4.6		–		–
Plan adjustments		0.5		0.1		–		–
Contributions by plan participants		2.7		2.7		3.7		3.4
Fair value of plan assets at end of year		692.1		660.6		–		–
Unfunded status at end of year	$	(114.5)	$	(222.6)	$	(30.9)	$	(37.9)

For 2012, the Settlement, curtailment or termination benefit loss in the table above were primarily due to restructuring related activities in the U.S. and France.

Amounts recognized in the Consolidated Statements of Financial Position:

	Pension Benefits				Other Postretirement Benefits
	2013		2012		2013		2012
Noncurrent assets	$	8.3	$	5.7	$	–	$	–
Current liabilities		(1.4)		(1.4)		(3.7)		(4.5)
Noncurrent liabilities		(121.4)		(226.9)		(27.2)		(33.4)
Net amount recognized	$	(114.5)	$	(222.6)	$	(30.9)	$	(37.9)

Amounts recognized in Accumulated Other Comprehensive Income and Deferred Tax Accounts:

	Pension Benefits				Other Postretirement Benefits
	2013		2012		2013		2012
Prior service credit (cost)	$	0.5	$	(0.2)	$	2.0	$	–

The accumulated benefit obligation for all of the Company’s defined benefit pension plans was $798.5 million and $873.8 million at December 31, 2013 and 2012, respectively.

Pension plans with a benefit obligation in excess of plan assets at December 31:

	2013				2012
	Benefit Obligation		Plan Assets		Benefit Obligation		Plan Assets
Plans with projected benefit obligation in excess of plan assets	$	767.8	$	645.0	$	846.9	$	618.6
Plans with accumulated benefit obligation in excess of plan assets		760.8		645.0		839.3		618.6

Components of net periodic benefit cost:

	Pension Benefits						Other Postretirement Benefits
	2013		2012		2011		2013		2012		2011
Net Periodic Benefit Cost:
Service cost	$	4.8	$	3.6	$	3.2	$	0.7	$	0.8	$	0.9
Interest cost		32.3		34.0		38.6		1.1		1.4		1.8
Expected return on plan assets		(43.0)		(42.1)		(43.0)		–		–		–
Amortization of prior service cost (credit)		–		–		–		(0.8)		(0.2)		(3.4)
Immediate recognition of net (gain) loss		(80.6)		23.4		96.1		(2.4)		(1.6)		(1.4)
Settlement, curtailment or termination benefit loss (gain)		–		6.7		(0.3)		–		0.7		–
Net periodic benefit cost	$	(86.5)	$	25.6	$	94.6	$	(1.4)	$	1.1	$	(2.1)

The Settlement, curtailment or termination benefit losses totaling $7.4 million in 2012 are the net result of restructuring losses in the U.S. of $7.9 million and a curtailment gain in France of $0.5 million.

Other changes in plan assets and benefit obligations recognized in accumulated other comprehensive income (“AOCI”) (pre-tax) for the years ended December 31:

	2013						2012						2011
	Pension Benefits		Other Postretirement Benefits		Total		Pension Benefits		Other Postretirement Benefits		Total		Pension Benefits		Other Postretirement Benefits		Total
New prior service cost	$	(0.7)	$	(2.7)	$	(3.4)	$	–	$	0.1	$	0.1	$	–	$	–	$	–
Net (gain) loss arising during the period		(80.6)		(2.4)		(83.0)		23.4		(1.6)		21.8		96.2		(1.4)		94.8
Less amounts recognized as a component of net periodic benefit cost:
Amortization or curtailment recognition of prior service (cost) credit		–		0.8		0.8		–		0.2		0.2		(0.1)		3.4		3.3
Immediate recognition of net gain (loss)		80.6		2.4		83.0		(23.4)		1.6		(21.8)		(96.2)		1.4		(94.8)
Total amount recognized in AOCI for the period		(0.7)		(1.9)		(2.6)		–		0.3		0.3		(0.1)		3.4		3.3
Net periodic benefit cost		(86.5)		(1.4)		(87.9)		25.6		1.1		26.7		94.6		(2.1)		92.5
Total amount recognized in net periodic benefit cost and AOCI for the period	$	(87.2)	$	(3.3)	$	(90.5)	$	25.6	$	1.4	$	27.0	$	94.5	$	1.3	$	95.8

The estimated prior service credit for the other defined benefit postretirement plans that will be amortized from Accumulated other comprehensive earnings (loss) into net periodic benefit cost over the next fiscal year is $0.7 million.

Assumptions:

	Pension Benefits				Other Postretirement Benefits
	2013		2012		2013		2012
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31:
Discount rate	4.6	%	3.9	%	3.9	%	3.5	%
Rate of compensation increase	3.0	%	3.1	%	4.0	%	4.0	%

	Pension Benefits						Other Postretirement Benefits
	2013		2012		2011		2013		2012		2011
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31:
Discount rate	3.9	%	4.5	%	5.2	%	3.5	%	4.0	%	4.7	%
Expected long-term return on plan assets	6.9	%	7.2	%	7.2	%	–		–		–
Rate of compensation increase	3.1	%	2.6	%	2.6	%	4.0	%	4.0	%	4.0	%

Plan assets:

Plan assets are invested in equity securities, government and agency securities, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, corporate debt, annuity contracts and other securities. The U.S. defined benefit plan comprises a significant portion of the assets and liabilities relating to the defined benefit plans. The investment goal of the U.S. defined benefit plan is to achieve an adequate net investment return in order to provide for future benefit payments to its participants. Asset allocation percentages are targeted to be 40% equity and 60% fixed income investments. The U.S. pension plan employs professional investment managers to invest in U.S. equity, global equity, international developed equity, emerging market equity, U.S. fixed income, high yield bonds and emerging market debt. Each investment manager operates under an investment management contract that includes specific investment guidelines, requiring among other actions, adequate diversification, prudent use of derivatives and standard risk management practices such as portfolio constraints relating to established benchmarks. The plan currently uses a combination of both active management and passive index funds to achieve its investment goals.

The Company uses third parties to report the fair values of its plan assets. The Company tested the fair value of the portfolio and default level assumptions provided by the third parties as of December 31, 2013 and December 31, 2012 using the following procedures:

• assessment of trading activity and other market data,

• assessment of variability in pricing by comparison to independent source(s) of pricing, and

• back-testing of transactions to determine historical accuracy of net asset value per share/unit as an exit price.

The following is a description of the valuation methodologies used for pension assets measured at fair value. Refer to Note 3 of the Notes to Consolidated Financial Statements for details on the accounting framework for measuring fair value and the related fair value hierarchy.

Commingled trust funds: Valued at the closing price reported on the active market on which the funds are traded or at the net asset value per unit at year end as quoted by the funds as the basis for current transactions.

Mutual and money market funds: Valued at the per share (unit) published as the basis for current transactions.

Fixed income: Valued at quoted prices, broker dealer quotations, or other methods by which all significant inputs are generally observable, either directly or indirectly. If significant inputs are unobservable, the security is classified as Level 3.

U.S. equity securities: Valued at the closing price reported on the active market on which the securities are traded or at quoted prices in markets that are not active, broker dealer quotations, or other methods by which all significant inputs are observable, either directly or indirectly.

The following table sets forth by level, within the fair value hierarchy, plan assets measured at fair value on a recurring basis as of December 31, 2013 and 2012:

	December 31, 2013								December 31, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Commingled trust funds:
Fixed income	$	–	$	210.1	$	–	$	210.1	$	–	$	245.4	$	–	$	245.4
International equity large-cap		–		92.9		–		92.9		–		124.1		–		124.1
International equity small-cap		–		20.8		–		20.8		–		30.5		–		30.5
Emerging market equity		–		24.5		–		24.5		–		27.8		–		27.8
Emerging market debt		–		26.6		–		26.6		–		27.5		–		27.5
Global equity		–		39.2		–		39.2		–		46.7		–		46.7
U.S. equity		–		89.8		–		89.8		–		96.8		–		96.8
Real estate		–		4.8		–		4.8		–		3.6		–		3.6
Mutual and money market funds:
Small mid-cap value		–		–		–		–		13.8		–		–		13.8
Money market fund		–		–		–		–		–		1.3		–		1.3
Fixed income:
Government and agency debt securities		–		33.0		–		33.0		–		–		–		–
Corporate debt securities		–		133.0		1.6		134.6		–		27.7		2.0		29.7
Asset-backed and mortgage-backed securities		–		11.1		2.5		13.6		–		–		–		–
U.S. equity securities:
Small mid-cap growth		–		–		–		–		13.2		–		–		13.2
Cash equivalent		–		2.3		–		2.3		–		0.2		–		0.2
Subtotal		–		688.1		4.1		692.2		27.0		631.6		2.0		660.6
Cash		–		–		–		2.2		–		–		–		–
Employer and benefits payable		–		–		–		(2.3)		–		–		–		–
Total assets at fair value	$	–	$	688.1	$	4.1	$	692.1	$	27.0	$	631.6	$	2.0	$	660.6

The following table sets forth a summary of changes in the fair value of level 3 assets at December 31:

	2013						2012
	Total		Fixed Income - Corporate debt securities		Fixed Income - Asset-backed securities		Fixed Income - Corporate debt securities
Fair value at beginning of year	$	2.0	$	2.0	$	–	$	2.0
Actual return on plan assets - assets held at reporting date		–		–		–		–
Actual return on plan assets - assets sold during period		(0.1)		–		(0.1)		–
Purchases, sales and settlements, net		2.6		–		2.6		0.1
Transfers in/(transfers out), net		(0.4)		(0.4)		–		(0.1)
Fair value at end of year	$	4.1	$	1.6	$	2.5	$	2.0

Defined Contribution Plans

Lexmark also sponsors defined contribution plans for employees in certain countries. Company contributions are generally based upon a percentage of employees’ contributions. The Company’s expense under these plans was $28.3 million, $26.0 million and $25.6 million in 2013, 2012 and 2011, respectively.

Additional Information

		Page of Form 10-K
	PART I
Item 1.	BUSINESS	4
Item 1A.	RISK FACTORS	15
Item 1B.	UNRESOLVED STAFF COMMENTS	21
Item 2.	PROPERTIES	21
Item 3.	LEGAL PROCEEDINGS	21
Item 4.	MINE SAFETY DISCLOSURES	21

	PART II
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	22
Item 6.	SELECTED FINANCIAL DATA	25
Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	57
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	58
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	133
Item 9A.	CONTROLS AND PROCEDURES	133
Item 9B.	OTHER INFORMATION	134

	PART III
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	135
Item 11.	EXECUTIVE COMPENSATION	135
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	135
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	136
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	136

	PART IV
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	137

	12/31/08		12/31/09		12/31/10		12/30/11		12/31/12		12/31/13
Lexmark International, Inc.	$	100	$	97	$	129	$	124	$	91	$	145
S&P 500 Index		100		126		146		149		172		228
S&P 500 Technology Index		100		162		178		182		210		269

Source: Standard & Poor's Capital IQ

(Number of Securities in Millions)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (1)		Number of Securities Remaining Available for Future Issuance Under Equity compensation Plans
Equity compensation plans approved by stockholders	6.0	(2)	$	60.81	10.2	(3)
Equity compensation plans not approved by stockholders (4)	0.1			42.33	0.0
Total	6.1		$	60.40	10.2

	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	273.2	$	212.4
Marketable securities		781.5		693.4
Trade receivables, net of allowances of $24.7 in 2013 and $23.6 in 2012		452.3		523.6
Inventories		268.2		277.3
Prepaid expenses and other current assets		196.5		214.6
Total current assets		1,971.7		1,921.3

Property, plant and equipment, net		812.4		845.3
Marketable securities		6.7		6.3
Goodwill		456.0		378.7
Intangibles, net		258.0		231.4
Other assets		114.7		142.3
Total assets	$	3,619.5	$	3,525.3

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	–	$	350.0
Accounts payable		474.7		512.6
Accrued liabilities		672.2		582.1
Total current liabilities		1,146.9		1,444.7

Long-term debt		699.6		299.6
Other liabilities		404.7		499.5
Total liabilities		2,251.2		2,243.8

Commitments and contingencies

Stockholders' equity:
Preferred stock, $.01 par value, 1.6 shares authorized; no shares issued and outstanding		–		–
Common stock, $.01 par value:
Class A, 900.0 shares authorized; 62.0 and 63.9 outstanding in 2013 and 2012, respectively		1.0		1.0
Class B, 10.0 shares authorized; no shares issued and outstanding		–		–
Capital in excess of par		915.8		900.6
Retained earnings		1,413.1		1,229.4
Treasury stock, net; at cost; 33.8 and 31.1 shares in 2013 and 2012, respectively		(926.4)		(844.4)
Accumulated other comprehensive loss		(35.2)		(5.1)
Total stockholders' equity		1,368.3		1,281.5
Total liabilities and stockholders' equity	$	3,619.5	$	3,525.3

										Accumulated
	Class A and B									Other
	Common Stock			Capital in						Comprehensive		Total
				Excess		Retained		Treasury		Earnings		Stockholders'
	Shares		Amount	of Par		Earnings		Stock		(Loss)		Equity
Balance at December 31, 2010	78.6	$	0.9	$	841.5	$	946.1	$	(404.4)	$	11.9	$	1,396.0
Comprehensive earnings, net of taxes
Net earnings							275.2						275.2
Other comprehensive earnings (loss)											(33.0)		(33.0)
Shares issued under deferred stock plan compensation	0.7												–
Deferred stock units granted under deferred compensation election					0.7								0.7
Tax benefit (shortfall) related to stock plans					1.8								1.8
Stock-based compensation					22.2								22.2
Dividends declared on Class A common stock, $0.25 per share (1)					0.4		(18.4)						(18.0)
Treasury shares purchased	(7.9)								(250.0)				(250.0)
Balance at December 31, 2011	71.4		0.9		866.6		1,202.9		(654.4)		(21.1)		1,394.9
Comprehensive earnings, net of taxes
Net earnings							107.6						107.6
Other comprehensive earnings (loss)											16.0		16.0
Shares issued under deferred stock plan compensation	0.4		0.1										0.1
Shares issued upon exercise of options	0.2				5.8								5.8
Tax benefit (shortfall) related to stock plans					2.4								2.4
Stock-based compensation					23.3								23.3
Dividends declared on Class A common stock, $1.15 per share (2)					2.5		(81.1)						(78.6)
Treasury shares purchased	(8.1)								(190.0)				(190.0)
Balance at December 31, 2012	63.9		1.0		900.6		1,229.4		(844.4)		(5.1)		1,281.5
Comprehensive earnings, net of taxes
Net earnings							261.8						261.8
Other comprehensive earnings (loss)											(30.1)		(30.1)
Shares issued under deferred stock plan compensation	0.8		0.0										0.0
Shares issued upon exercise of options	0.0				0.4								0.4
Tax benefit (shortfall) related to stock plans					(14.7)								(14.7)
Stock-based compensation					26.7								26.7
Dividends declared on Class A common stock, $1.20 per share (3)					2.8		(78.1)						(75.3)
Treasury shares purchased	(2.7)								(82.0)				(82.0)
Balance at December 31, 2013	62.0	$	1.0	$	915.8	$	1,413.1	$	(926.4)	$	(35.2)	$	1,368.3

As of December 31, 2013	Historical Accounting Method		Effect of Accounting Change		As Reported

Retained earnings	$	1,620.0	$	(206.9)	$	1,413.1
Accumulated other comprehensive (loss) earnings		(242.1)		206.9		(35.2)

As of December 31, 2012	As Previously Reported		Effect of Accounting Change		As Adjusted for Accounting Change

Retained earnings	$	1,507.5	$	(278.1)	$	1,229.4
Accumulated other comprehensive (loss) earnings		(283.2)		278.1		(5.1)

	Year Ended December 31, 2013
	Change,		Tax benefit		Change,
	net of tax		(liability)		pre-tax
Components of other comprehensive (loss) earnings:
Foreign currency translation adjustment	$	(32.0)	$	3.5	$	(35.5)
Pension or other postretirement benefits		2.1		(0.8)		2.9
Net unrealized gain (loss) on marketable securities		(1.1)		–		(1.1)
Net unrealized gain (loss) on cash flow hedge		0.9		(0.5)		1.4
Total other comprehensive (loss) earnings	$	(30.1)	$	2.2	$	(32.3)

Long (Short) Positions by Currency (in USD)	December 31, 2013
CAD/USD	$	18.5
MXN/USD		17.1
CNY/USD		(15.2)
Other, net		0.6
Total	$	21.0

Long (Short) Positions by Currency (in USD)	December 31, 2012
EUR/USD	$	(76.5)
CAD/USD		32.9
ZAR/USD		12.1
Other, net		(19.6)
Total	$	(51.1)

	Net Asset Position				Net (Liability) Position
Foreign Exchange Contracts	2013		2012		2013		2012
Gross liability position	$	(0.5)	$	(0.1)	$	(0.4)	$	(0.8)
Gross asset position		0.6		0.3		0.2		0.2
Net asset (liability) position (1)		0.1		0.2		(0.2)		(0.6)
Gross amounts not offset (2)		–		–		–		–
Net amounts	$	0.1	$	0.2	$	(0.2)	$	(0.6)

	Recorded in Cost of revenue*						Recorded in Other expense (income), net
Fair Value Hedging Relationships	2013		2012		2011		2013		2012		2011
Foreign Exchange Contracts	$	(2.8)	$	2.0	$	0.1	$	1.7	$	(3.6)	$	(1.5)
Underlying		15.2		3.6		6.2		(1.3)		1.5		(0.5)
Total	$	12.4	$	5.6	$	6.3	$	0.4	$	(2.1)	$	(2.0)

		First		Second		Third		Fourth
		Quarter		Quarter		Quarter		Quarter
2013:
Revenue	$	884.3	$	886.7	$	890.5	$	1,006.1
Gross profit (1)		336.4		341.9		347.9		417.8
Operating income (1)		62.3		135.6		60.6		150.8
Net earnings (1)		40.0		94.1		33.7		94.0
Basic EPS* (1)	$	0.63	$	1.49	$	0.54	$	1.51
Diluted EPS* (1)		0.62		1.47		0.53		1.48
Dividend declared per share		0.30		0.30		0.30		0.30
Stock prices:
High	$	28.32	$	32.19	$	41.11	$	38.02
Low		21.79		25.45		31.79		33.31

2012:
Revenue	$	992.5	$	918.6	$	919.2	$	967.4
Gross profit (2)		382.8		362.1		318.6		338.3
Operating income (2)		95.4		66.3		(30.8)		60.6
Net earnings (2)		64.6		43.0		(26.3)		26.3
Basic EPS* (2)	$	0.91	$	0.61	$	(0.39)	$	0.41
Diluted EPS* (2)		0.89		0.60		(0.38)		0.40
Dividend declared per share		0.25		0.30		0.30		0.30
Stock prices:
High	$	37.91	$	33.24	$	27.75	$	25.61
Low		33.07		24.86		16.77		20.73

Report of Independent Registered Public Accounting Firm included in Part II, Item 8	132
For the years ended December 31, 2011, 2012 and 2013:
Schedule II - Valuation and Qualifying Accounts	138

(A)		(B)	(C)					(D)		(E)
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period

2011:
Provision for bad debt	$	14.0	$	(3.0)	$	–	$	(1.7)	$	9.3
Deferred tax asset valuation allowances		2.2		2.6		–		–		4.8

2012:
Provision for bad debt	$	9.3	$	(0.5)	$	–	$	(1.4)	$	7.4
Deferred tax asset valuation allowances		4.8		–		–		–		4.8

2013:
Provision for bad debt	$	7.4	$	0.2	$	–	$	(2.1)	$	5.5
Deferred tax asset valuation allowances		4.8		(1.9)		–		–		2.9

		LEXMARK INTERNATIONAL, INC.

	By	/s/ Paul A. Rooke
	By	Name: Paul A. Rooke
		Title: Chairman and Chief Executive Officer


Signature	Title	Date

/s/ Paul A. Rooke Paul A. Rooke	Chairman and Chief Executive Officer (Principal Executive Officer)	March 3, 2014

/s/ John W. Gamble, Jr. John W. Gamble, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 3, 2014

* Jared L. Cohon	Director	March 3, 2014

* J. Edward Coleman	Director	March 3, 2014

* W. Roy Dunbar	Director	March 3, 2014

* William R. Fields	Director	March 3, 2014

* Ralph E. Gomory	Director	March 3, 2014

* Stephen R. Hardis	Director	March 3, 2014

* Sandra L. Helton	Director	March 3, 2014

* Robert Holland, Jr.	Director	March 3, 2014

* Michael J. Maples	Director	March 3, 2014

* Jean-Paul L. Montupet	Director	March 3, 2014

* Kathi P. Seifert	Director	March 3, 2014

/s/ John W. Gamble, Jr., Attorney-in-Fact John W. Gamble, Jr., Attorney-in-Fact

		Incorporated by Reference
Exhibit			Period		Filing	Filed
Number	Exhibit Description	Form	Ending	Exhibit	Date	Herewith
2	Agreement and Plan of Merger, dated as of February 29, 2000, by and between Lexmark International, Inc. (the “Company”) and Lexmark International Group, Inc.	10-Q	3/31/00	2	5/10/00

3.1	Restated Certificate of Incorporation of the Company.	8-K		3.1	4/26/13

3.2	Company By-Laws, as Amended and Restated April 25, 2013.	8-K		3.2	4/26/13

4.1	Form of Indenture, dated as of May 22, 2008, by and between the Company and The Bank of New York Trust Company, N.A., as Trustee.	8-K		4.1	5/22/08

4.2	Form of First Supplemental Indenture, dated as of May 22, 2008, by and between the Company and The Bank of New York Trust Company, N.A., as Trustee.	8-K		4.2	5/22/08

4.3	Form of Global Note of the Company’s 6.650% Senior Notes due 2018.	8-K		4.2	5/22/08

4.4	Form of Indenture, dated as of March 4, 2013, between the Company and Wilmington Trust, National Association, as Trustee.	8-K		4.1	3/4/13

4.5	Form of First Supplemental Indenture, dated as of March 4, 2013, by and among the Company, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator.	8-K		4.2	3/4/13

4.6	Form of Global Note of the Company’s 5.125% Senior Notes due 2020.	8-K		4.3	3/4/13

4.7	Specimen of Class A Common Stock Certificate.	10-K	12/31/10	3.1	2/28/11

10.1	Agreement, dated as of May 31, 1990, between the Company and Canon Inc., and Amendment thereto.*	S-1/A		10.4	11/13/95

10.2	Agreement, dated as of March 26, 1991, between the Company and Hewlett-Packard Company.*	S-1/A		10.5	11/13/95

10.3	Patent Cross-License Agreement, effective October 1, 1996, between the Company and Hewlett-Packard Company.*	10-Q/A	9/30/96	10	11/6/96

10.4	Amended and Restated Lease Agreement, dated as of January 1, 1991, between the Company and IBM, and First Amendment, dated as of March 1, 1991, thereto.	S-1		10.6	9/22/95

10.5	Third Amendment to Lease Agreement, dated as of December 28, 2000, between the Company and IBM.	10-K	12/31/01	10.5	3/19/02

10.6	Credit Agreement, dated as of January 18, 2012, by and among the Company, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Documentation Agents.	8-K		10.1	1/23/12

10.7	First Amendment to Credit Agreement, dated as of February 5, 2014, by and among the Company, as Borrower, Perceptive Software, LLC, as Subsidiary Guarantor, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.	8-K		10.1	2/6/14

10.8	Second Amended and Restated Receivables Purchase Agreement, dated as of October 10, 2013, by and among Lexmark Receivables Corporation, as Seller; Gotham Funding Corporation, as an Investor; Fifth Third Bank, as an Investor Agent and a Bank; The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Program Agent, an Investor Agent and a Bank; the Company, as Collection Agent and Originator; and Perceptive Software, LLC, as an Originator.	10-Q	9/30/13	10.1	11/7/13

10.9	Amended and Restated Purchase and Contribution Agreement, dated as of October 10, 2013, by and between the Company and Perceptive Software, LLC, as Sellers; and Lexmark Receivables Corporation, as Purchaser.	10-Q	9/30/13	10.2	11/7/13

10.10	Company Stock Incentive Plan, as Amended and Restated, effective April 23, 2009.+	DEF14A		A	3/6/09

10.11	Form of Non-Qualified Stock Option Agreement pursuant to the Company’s Stock Incentive Plan.+	10-Q	9/30/10	10.2	11/3/10

10.12	Form of Performance-Based Non-Qualified Stock Option Agreement pursuant to the Company’s Stock Incentive Plan.+	10-Q	6/30/09	10.1	8/3/09

10.13	Form of Time-Based Restricted Stock Unit Award Agreement pursuant to the Company’s Stock Incentive Plan for Awards made prior to 2013.+	10-K	12/31/08	10.24	2/27/09

10.14	Form of Time-Based Restricted Stock Unit Award Agreement pursuant to the Company’s Stock Incentive Plan for Awards made in 2013.+	8-K		10.1	2/26/13

10.15	Form of 2010 Performance-Based Restricted Stock Unit Award Agreement pursuant to the Company’s Stock Incentive Plan.+	8-K		10.1	2/26/10

10.16	Form of 2012-2014 Performance-Based Restricted Stock Unit Award Agreement pursuant to the Company’s Stock Incentive Plan.+	8-K		10.1	2/28/12

10.17	Form of 2013 Performance-Based Restricted Stock Unit Award Agreement pursuant to the Company’s Stock Incentive Plan.+	8-K		10.3	3/14/13

10.18	Form of 2013-2015 Performance-Based Restricted Stock Unit Award Agreement pursuant to the Company’s Stock Incentive Plan.+	8-K		10.2	3/14/13

10.19	Form of 2012-2014 Long-Term Incentive Plan Award Agreement pursuant to the Company’s Stock Incentive Plan.+	8-K		10.2	2/28/12

10.20	Form of 2013-2015 Long-Term Incentive Plan Award Agreement pursuant to the Company’s Stock Incentive Plan.+	8-K		10.1	3/14/13

10.21	Company 2013 Equity Compensation Plan, effective April 25, 2013.+	8-K		10.1	4/26/13

10.22	Company Nonemployee Director Stock Plan, as Amended and Restated, effective April 30, 1998.+	10-Q	6/30/98	10.1	8/11/98

10.23	Amendment No. 1 to the Company’s Nonemployee Director Stock Plan, dated as of February 11, 1999.+	10-Q	3/31/99	10.2	5/12/99

10.24	Amendment No. 2 to the Company’s Nonemployee Director Stock Plan, dated as of April 29, 1999.+	10-Q	6/30/99	10.3	8/10/99

10.25	Amendment No. 3 to the Company’s Nonemployee Director Stock Plan, dated as of July 24, 2003.+	10-Q	6/30/03	10.1	8/13/03

10.26	Amendment No. 4 to the Company’s Nonemployee Director Stock Plan, dated as of April 22, 2004.+	10-Q	6/30/04	10.1	8/6/04

10.27	Amendment No. 5 to the Company’s Nonemployee Director Stock Plan, dated as of December 19, 2008.+	10-K	12/31/08	10.31	2/27/09

10.28	Form of Stock Option Agreement pursuant to the Company’s Nonemployee Director Stock Plan.+	10-Q	6/30/98	10.2	8/11/98

10.29	Company 2005 Nonemployee Director Stock Plan, as Amended and Restated, effective January 1, 2009.+	10-K	12/31/08	10.33	2/27/09

10.30	Form of Non-Qualified Stock Option Agreement pursuant to the Company’s 2005 Nonemployee Director Stock Plan.+	10-Q	9/30/06	10.3	11/7/06

10.31	Form of Initial Restricted Stock Unit Award Agreement pursuant to the Company’s 2005 Nonemployee Director Stock Plan.+	10-Q	9/30/06	10.4	11/7/06

10.32	Form of Annual Restricted Stock Unit Award Agreement pursuant to the Company’s 2005 Nonemployee Director Stock Plan.+	10-K	12/31/09	10.37	2/26/10

10.33	Company Senior Executive Incentive Compensation Plan, as Amended and Restated, effective January 1, 2009.+	10-K	12/31/08	10.39	2/27/09

10.34	Form of Employment Agreement entered into as of November 1, 2012, by and between the Company and each of Paul A. Rooke, John W. Gamble, Jr., Martin S. Canning, and Robert J. Patton, and as of July 1, 2013, by and between the Company and Scott T.R. Coons.+	10-Q	9/30/12	10.2	11/7/12

10.35	Form of Change in Control Agreement entered into as of November 1, 2012, by and between the Company and each of Paul A. Rooke, John W. Gamble, Jr. and Martin S. Canning.+	10-Q	9/30/12	10.3	11/7/12

10.36	Form of Change in Control Agreement entered into as of November 1, 2012, by and between the Company and Robert J. Patton, and as of July 1, 2013, by and between the Company and Scott T.R. Coons.+	10-Q	9/30/12	10.4	11/7/12

10.37	Form of Indemnification Agreement for Executive Officers.+	10-Q	9/30/98	10.2	11/12/98

10.38	Form of Indemnification Agreement for Directors.+	8-K		10.1	7/22/10

10.39	Description of Compensation Payable to Nonemployee Directors.+					X

10.40	Master Inkjet Sale Agreement by and among the Company, Lexmark International Technology, S.A., and Funai Electric Company, Ltd., dated April 1, 2013.	10-Q	3/31/13	10.1	5/9/13

10.41	Form of Time-Based Restricted Stock Unit Award Agreement pursuant to the 2013 Equity Compensation Plan.+	8-K		10.1	2/25/14

10.42	Form of 3-Year Performance-Based Restricted Stock Unit Award Agreement pursuant to the 2013 Equity Compensation Plan.+	8-K		10.2	2/25/14

10.43	Form of 1-Year Performance-Based Restricted Stock Unit Award Agreement pursuant to the 2013 Equity Compensation Plan.+	8-K		10.3	2/25/14

10.44	Form of 3-Year Long-Term Incentive Plan Award Agreement pursuant to the 2013 Equity Compensation Plan.+	8-K		10.4	2/25/14


12.1	Computation of Ratio of Earnings to Fixed Charges.	X

18	PricewaterhouseCoopers LLP Preferability Letter Related to Change in Accounting for Pensions, Inventory and Capitalized Software.	X

21	Subsidiaries of the Company.	X

23	Consent of PricewaterhouseCoopers LLP.	X

24	Power of Attorney.	X

31.1	Certification of Chairman and Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

31.2	Certification of Executive Vice President and Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

32.1	Certification of Chairman and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X

32.2	Certification of Executive Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X

101	Interactive Data Files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Statements of Earnings for the years ended December 31, 2013, 2012 and 2011, (ii) the Consolidated Statements of Comprehensive Earnings for the years ended December 31, 2013, 2012 and 2011, (iii) the Consolidated Statements of Financial Position at December 31, 2013 and December 31, 2012, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (v) the Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011, and (vi) the Notes to the Consolidated Financial Statements.§	X

*	Confidential treatment previously granted by the Securities and Exchange Commission.

+	Indicates management contract or compensatory plan, contract or arrangement.

§	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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