UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 1, 2013
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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File No. 1-3285 |
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41-0417775 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3M Center, St. Paul, Minnesota |
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55144-1000 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(651) 733-1110
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
As described in this Current Report, during the first quarter of 2013, 3M completed a realignment of its business groups (segments) to better serve its global markets and customers. In addition, 3M realigned its geographic area reporting to include Puerto Rico in the United States, rather than in the Latin America/Canada region. This Current Report includes supplemental unaudited historical business segment sales and operating income information to reflect the business segment realignments on both an annual and quarterly basis for the years ended December 31, 2012, 2011 and 2010 and supplemental unaudited historical geographic area sales and operating income information to reflect the geographic area realignment on an annual basis for the years ended December 31, 2012, 2011 and 2010 (all furnished hereunder as Exhibit 99 and incorporated herein by reference). The Company did not operate under the realigned business segment or geographic area structure for any of these prior periods and will begin to report comparative results under the new structure with the filing of its Quarterly Report on Form 10-Q for the quarter ending March 31, 2013.
The information contained in this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Description |
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99 |
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Supplemental unaudited historical business segment and geographic area information based on segment and geographic area realignments effected during the first quarter of 2013 (furnished pursuant to Item 2.02 hereof) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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3M COMPANY | |
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By: |
/s/ David W. Meline |
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David W. Meline, |
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Senior Vice President and Chief Financial Officer |
Dated: March 1, 2013
EXHIBIT 99
Supplemental Unaudited Business Segment Information
Based on Segment Structure Effective in the First Quarter of 2013
This Current Report on Form 8-K includes supplemental unaudited historical business segment net sales and operating income information to reflect the business segment realignments effective in the first quarter of 2013 (provided on both an annual and quarterly basis for the years ended December 31, 2012, 2011 and 2010). The Company did not operate under the realigned business segment structure for any of these prior periods and will begin to report comparative results under the new structure effective with the filing of its Quarterly Report on Form 10-Q for the quarter ending March 31, 2013.
Effective in the first quarter of 2013, 3M completed a realignment of its business groups (segments) to better serve global markets and customers. This realignment included:
· The alignment of divisions into five business groups (segments) as further described below.
· The combination of certain existing divisions into new divisions. These included the Traffic Safety and Security Division (reflecting the combination of the former Traffic Safety Systems Division and Security Systems Division) and the Optical Systems Division (reflecting the combination of the former Optical Systems Division and Mobile Interactive Solutions Division).
· The movement of certain product lines between various divisions.
In addition to the above, there were also adjustments for dual credit reporting to reflect the realigned structure. The new structure is comprised of five business segments: Industrial, Safety and Graphics, Electronics and Energy, Health Care, and Consumer.
Industrial: This business segment, previously referred to as Industrial and Transportation, is largely unchanged, except for the transfer of the Renewable Energy Division to the Electronics and Energy business segment.
Safety and Graphics: This business segment includes Architectural Markets, Building and Commercial Services, Commercial Graphics, Industrial Mineral Products, Personal Safety, and Traffic Safety and Security. This new business segment also reflects the movement of certain product lines between various divisions.
Electronics and Energy: This business segment includes Communication Markets, Electrical Markets, Electronics Markets Materials, Electronic Solutions, Infrastructure Protection, Optical Systems, Renewable Energy, and 3M Touch Systems. This new business segment also reflects the movement of certain product lines between various divisions.
Health Care: This business segment is largely unchanged, except for the movement of certain product lines between various divisions.
Consumer: This business segment, previously referred to as Consumer and Office, is largely unchanged, except for the movement of certain product lines between various divisions.
3M’s businesses are organized, managed and internally grouped into segments based on differences in products, technologies and services. Effective in the first quarter of 2013, 3M now manages its operations in five operating business segments as described above. 3M’s five business segments bring together common or related 3M technologies, enhancing the development of innovative products and services and providing for efficient sharing of business resources. These segments have worldwide responsibility for virtually all 3M product lines. 3M is not dependent on any single product or market. Transactions among reportable segments are recorded at cost. 3M is an integrated enterprise characterized by substantial intersegment cooperation, cost allocations and inventory transfers. Therefore, management does not represent that these segments, if operated independently, would report the operating income information shown.
Corporate and Unallocated operating income includes a variety of miscellaneous items, such as corporate investment gains and losses, certain derivative gains and losses, certain insurance-related gains and losses, certain litigation and environmental expenses, corporate restructuring program charges and certain under- or over-absorbed costs (e.g. pension, stock-based compensation) that the Company may choose not to allocate directly to its business segments. Because this category includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.
3M business segment reporting measures include dual credit to business segments for certain U.S. sales and related operating income. Management evaluates each of its five operating business segments based on net sales and operating income performance, including dual credit U.S. reporting to further incentivize U.S. sales growth. As a result, 3M provides additional (“dual”) credit to those business segments selling products in the U.S. to an external customer when that segment is not the primary seller of the product. For example, certain respirators are primarily sold by the Personal Safety Division within the Safety and Graphics business segment; however, the Industrial business segment also sells this product to certain customers in its U.S. markets. In this example, the non-primary selling segment (Industrial) would also receive credit for the associated net sales it initiated and the related approximate operating income. The assigned operating income related to dual credit activity may differ from operating
income that would result from actual costs associated with such sales. The offset to the dual credit business segment reporting is reflected as a reconciling item entitled “Elimination of Dual Credit,” such that sales and operating income for the U.S. in total are unchanged.
Supplemental Unaudited Business Segment Information
Based on Segment Structure Effective in the First Quarter of 2013
Net Sales
|
NET SALES |
|
First |
|
Second |
|
Third |
|
Fourth |
|
Total |
| |||||
|
(Millions) |
|
Quarter |
|
Quarter |
|
Quarter |
|
Quarter |
|
Year |
| |||||
|
Industrial |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
2,558 |
|
$ |
2,499 |
|
$ |
2,462 |
|
$ |
2,424 |
|
$ |
9,943 |
|
|
2011 |
|
2,344 |
|
2,514 |
|
2,448 |
|
2,323 |
|
9,629 |
| |||||
|
2010 |
|
1,974 |
|
2,041 |
|
2,076 |
|
2,025 |
|
8,116 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Safety and Graphics |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
1,387 |
|
$ |
1,421 |
|
$ |
1,357 |
|
$ |
1,306 |
|
$ |
5,471 |
|
|
2011 |
|
1,332 |
|
1,445 |
|
1,383 |
|
1,298 |
|
5,458 |
| |||||
|
2010 |
|
1,169 |
|
1,246 |
|
1,235 |
|
1,223 |
|
4,873 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Electronics and Energy |
|
|
|
|
|
|
|
|
|
|
| |||||
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2012 |
|
$ |
1,320 |
|
$ |
1,384 |
|
$ |
1,414 |
|
$ |
1,340 |
|
$ |
5,458 |
|
|
2011 |
|
1,470 |
|
1,511 |
|
1,461 |
|
1,290 |
|
5,732 |
| |||||
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2010 |
|
1,260 |
|
1,465 |
|
1,525 |
|
1,382 |
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5,632 |
| |||||
|
|
|
|
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|
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|
|
|
| |||||
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Health Care |
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|
|
|
|
|
|
|
|
|
| |||||
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2012 |
|
$ |
1,275 |
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$ |
1,277 |
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$ |
1,259 |
|
$ |
1,327 |
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$ |
5,138 |
|
|
2011 |
|
1,250 |
|
1,264 |
|
1,241 |
|
1,256 |
|
5,011 |
| |||||
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2010 |
|
1,108 |
|
1,105 |
|
1,087 |
|
1,192 |
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4,492 |
| |||||
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|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Consumer |
|
|
|
|
|
|
|
|
|
|
| |||||
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2012 |
|
$ |
1,060 |
|
$ |
1,083 |
|
$ |
1,129 |
|
$ |
1,114 |
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$ |
4,386 |
|
|
2011 |
|
1,018 |
|
1,062 |
|
1,116 |
|
1,034 |
|
4,230 |
| |||||
|
2010 |
|
928 |
|
977 |
|
1,047 |
|
974 |
|
3,926 |
| |||||
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|
|
|
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|
|
|
|
|
|
| |||||
|
Corporate and Unallocated |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
2 |
|
$ |
1 |
|
$ |
1 |
|
$ |
— |
|
$ |
4 |
|
|
2011 |
|
4 |
|
3 |
|
1 |
|
1 |
|
9 |
| |||||
|
2010 |
|
4 |
|
3 |
|
3 |
|
1 |
|
11 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Elimination of Dual Credit |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
(116 |
) |
$ |
(131 |
) |
$ |
(125 |
) |
$ |
(124 |
) |
$ |
(496 |
) |
|
2011 |
|
(107 |
) |
(119 |
) |
(119 |
) |
(113 |
) |
(458 |
) | |||||
|
2010 |
|
(95 |
) |
(106 |
) |
(99 |
) |
(88 |
) |
(388 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total Company |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
7,486 |
|
$ |
7,534 |
|
$ |
7,497 |
|
$ |
7,387 |
|
$ |
29,904 |
|
|
2011 |
|
7,311 |
|
7,680 |
|
7,531 |
|
7,089 |
|
29,611 |
| |||||
|
2010 |
|
6,348 |
|
6,731 |
|
6,874 |
|
6,709 |
|
26,662 |
| |||||
Supplemental Unaudited Business Segment Information
Based on Segment Structure Effective in the First Quarter of 2013
Operating Income
|
OPERATING INCOME |
|
First |
|
Second |
|
Third |
|
Fourth |
|
Total |
| |||||
|
(Millions) |
|
Quarter |
|
Quarter |
|
Quarter |
|
Quarter |
|
Year |
| |||||
|
Industrial |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
591 |
|
$ |
592 |
|
$ |
568 |
|
$ |
485 |
|
$ |
2,236 |
|
|
2011 |
|
495 |
|
522 |
|
497 |
|
469 |
|
1,983 |
| |||||
|
2010 |
|
436 |
|
453 |
|
420 |
|
411 |
|
1,720 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Safety and Graphics |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
334 |
|
$ |
368 |
|
$ |
295 |
|
$ |
220 |
|
$ |
1,217 |
|
|
2011 |
|
312 |
|
356 |
|
316 |
|
253 |
|
1,237 |
| |||||
|
2010 |
|
278 |
|
319 |
|
286 |
|
255 |
|
1,138 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Electronics and Energy |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
234 |
|
$ |
282 |
|
$ |
291 |
|
$ |
219 |
|
$ |
1,026 |
|
|
2011 |
|
313 |
|
326 |
|
271 |
|
230 |
|
1,140 |
| |||||
|
2010 |
|
268 |
|
368 |
|
354 |
|
217 |
|
1,207 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Health Care |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
401 |
|
$ |
412 |
|
$ |
399 |
|
$ |
429 |
|
$ |
1,641 |
|
|
2011 |
|
367 |
|
364 |
|
366 |
|
387 |
|
1,484 |
| |||||
|
2010 |
|
344 |
|
342 |
|
325 |
|
346 |
|
1,357 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Consumer |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
237 |
|
$ |
227 |
|
$ |
246 |
|
$ |
233 |
|
$ |
943 |
|
|
2011 |
|
219 |
|
207 |
|
247 |
|
182 |
|
855 |
| |||||
|
2010 |
|
222 |
|
219 |
|
239 |
|
179 |
|
859 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Corporate and Unallocated |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
(138 |
) |
$ |
(124 |
) |
$ |
(93 |
) |
$ |
(116 |
) |
$ |
(471 |
) |
|
2011 |
|
(104 |
) |
(94 |
) |
(90 |
) |
(132 |
) |
(420 |
) | |||||
|
2010 |
|
(82 |
) |
(82 |
) |
(26 |
) |
(88 |
) |
(278 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Elimination of Dual Credit |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
(25 |
) |
$ |
(29 |
) |
$ |
(28 |
) |
$ |
(27 |
) |
$ |
(109 |
) |
|
2011 |
|
(24 |
) |
(26 |
) |
(26 |
) |
(25 |
) |
(101 |
) | |||||
|
2010 |
|
(21 |
) |
(23 |
) |
(22 |
) |
(19 |
) |
(85 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Total Company |
|
|
|
|
|
|
|
|
|
|
| |||||
|
2012 |
|
$ |
1,634 |
|
$ |
1,728 |
|
$ |
1,678 |
|
$ |
1,443 |
|
$ |
6,483 |
|
|
2011 |
|
1,578 |
|
1,655 |
|
1,581 |
|
1,364 |
|
6,178 |
| |||||
|
2010 |
|
1,445 |
|
1,596 |
|
1,576 |
|
1,301 |
|
5,918 |
| |||||
Supplemental Unaudited Geographic Area Information
Based on Geographic Area Structure Effective in the First Quarter of 2013
Geographic area information is used by the Company as a secondary performance measure to manage its businesses. Export sales and certain income and expense items are generally reported within the geographic area where the final sales to 3M customers are made. During the first quarter of 2013, 3M realigned its geographic area reporting to include Puerto Rico in the United States, rather than in the Latin America/Canada region. This Current Report on Form 8-K includes supplemental unaudited historical geographic area sales and operating income information to reflect this realignment on an annual basis for the years ended December 31, 2012, 2011 and 2010. The Company did not operate under the realigned geographic area structure for any of these prior periods and will begin to report comparative results under the new structure with the filing of its Quarterly Report on Form 10-Q for the quarter ending March 31, 2013. The impact of the preceding changes on previously reported geographic area net sales and operating income is summarized as follows:
|
|
|
NET SALES |
|
OPERATING INCOME |
| ||||||||||||||
|
Year ended Dec. 31, 2012 |
|
Previously |
|
|
|
|
|
Previously |
|
|
|
|
| ||||||
|
(Millions) |
|
Reported |
|
Revised |
|
Change |
|
Reported |
|
Revised |
|
Change |
| ||||||
|
United States |
|
$ |
10,528 |
|
$ |
10,571 |
|
$ |
43 |
|
$ |
1,929 |
|
$ |
1,938 |
|
$ |
9 |
|
|
Asia Pacific |
|
9,092 |
|
9,092 |
|
— |
|
2,450 |
|
2,450 |
|
— |
| ||||||
|
Europe, Middle East and Africa |
|
6,730 |
|
6,730 |
|
— |
|
1,163 |
|
1,163 |
|
— |
| ||||||
|
Latin America and Canada |
|
3,572 |
|
3,529 |
|
(43 |
) |
945 |
|
936 |
|
(9 |
) | ||||||
|
Other Unallocated |
|
(18 |
) |
(18 |
) |
— |
|
(4 |
) |
(4 |
) |
— |
| ||||||
|
Total Company |
|
$ |
29,904 |
|
$ |
29,904 |
|
$ |
— |
|
$ |
6,483 |
|
$ |
6,483 |
|
$ |
— |
|
|
|
|
NET SALES |
|
OPERATING INCOME |
| ||||||||||||||
|
Year ended Dec. 31, 2011 |
|
Previously |
|
|
|
|
|
Previously |
|
|
|
|
| ||||||
|
(Millions) |
|
Reported |
|
Revised |
|
Change |
|
Reported |
|
Revised |
|
Change |
| ||||||
|
United States |
|
$ |
10,028 |
|
$ |
10,071 |
|
$ |
43 |
|
$ |
1,629 |
|
$ |
1,639 |
|
$ |
10 |
|
|
Asia Pacific |
|
9,108 |
|
9,108 |
|
— |
|
2,523 |
|
2,523 |
|
— |
| ||||||
|
Europe, Middle East and Africa |
|
7,076 |
|
7,076 |
|
— |
|
1,150 |
|
1,150 |
|
— |
| ||||||
|
Latin America and Canada |
|
3,411 |
|
3,368 |
|
(43 |
) |
896 |
|
886 |
|
(10 |
) | ||||||
|
Other Unallocated |
|
(12 |
) |
(12 |
) |
— |
|
(20 |
) |
(20 |
) |
— |
| ||||||
|
Total Company |
|
$ |
29,611 |
|
$ |
29,611 |
|
$ |
— |
|
$ |
6,178 |
|
$ |
6,178 |
|
$ |
— |
|
|
|
|
NET SALES |
|
OPERATING INCOME |
| ||||||||||||||
|
Year ended Dec. 31, 2010 |
|
Previously |
|
|
|
|
|
Previously |
|
|
|
|
| ||||||
|
(Millions) |
|
Reported |
|
Revised |
|
Change |
|
Reported |
|
Revised |
|
Change |
| ||||||
|
United States |
|
$ |
9,210 |
|
$ |
9,254 |
|
$ |
44 |
|
$ |
1,636 |
|
$ |
1,647 |
|
$ |
11 |
|
|
Asia Pacific |
|
8,259 |
|
8,259 |
|
— |
|
2,400 |
|
2,400 |
|
— |
| ||||||
|
Europe, Middle East and Africa |
|
6,259 |
|
6,259 |
|
— |
|
1,112 |
|
1,112 |
|
— |
| ||||||
|
Latin America and Canada |
|
2,950 |
|
2,906 |
|
(44 |
) |
797 |
|
787 |
|
(10 |
) | ||||||
|
Other Unallocated |
|
(16 |
) |
(16 |
) |
— |
|
(27 |
) |
(28 |
) |
(1 |
) | ||||||
|
Total Company |
|
$ |
26,662 |
|
$ |
26,662 |
|
$ |
— |
|
$ |
5,918 |
|
$ |
5,918 |
|
$ |
— |
|