UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
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(Address of Principal Executive Offices) | | (Zip Code) |
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(Registrant’s Telephone Number, Including Area Code) ( Not Applicable | ||
(Former Name or Former Address, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
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Note: The common stock of the Registrant is also traded on the SWX Swiss Exchange.
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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| Accelerated filer ☐ | |
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Non-accelerated filer ☐ | | Smaller reporting company |
| | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class | | Outstanding at September 30, 2020 |
Common Stock, $0.01 par value per share | |
3M COMPANY
Form 10-Q for the Quarterly Period Ended September 30, 2020
| TABLE OF CONTENTS | BEGINNING |
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| Index to Financial Statements: | |
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| Note 7. Supplemental Equity and Comprehensive Income Information | 19 |
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| Note 9. Marketable Securities and Held-to-Maturity Debt Securities | 24 |
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| 52 | |
| 55 | |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | | |
| Index to Management’s Discussion and Analysis: | |
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| 67 | |
| 71 | |
| 77 | |
| Cautionary Note Concerning Factors That May Affect Future Results | 83 |
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90 |
2
3M COMPANY
FORM 10-Q
For the Quarterly Period Ended September 30, 2020
PART I. Financial Information
Item 1. Financial Statements.
3M Company and Subsidiaries
Consolidated Statement of Income
(Unaudited)
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| Three months ended |
| Nine months ended |
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| | September 30, | | September 30, | | ||||||||
(Millions, except per share amounts) |
| 2020 |
| 2019 |
| 2020 | | 2019 |
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Net sales | | $ | | | $ | | | $ | | | $ | | |
Operating expenses | | | | | | | | | | | | | |
Cost of sales | |
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Selling, general and administrative expenses | |
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Research, development and related expenses | |
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Gain on sale of businesses | | | — | | | ( | | | ( | | | ( | |
Total operating expenses | |
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Operating income | |
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Other expense (income), net | |
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Income before income taxes | |
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Provision for income taxes | |
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Income of consolidated group | | | | | | | | | | | | | |
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Income (loss) from unconsolidated subsidiaries, net of taxes | | | ( | | | — | | | ( | | | — | |
Net income including noncontrolling interest | | | | | | | | | | | | | |
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Less: Net income (loss) attributable to noncontrolling interest | |
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Net income attributable to 3M | | $ | | | $ | | | $ | | | $ | | |
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Weighted average 3M common shares outstanding — basic | |
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Earnings per share attributable to 3M common shareholders — basic | | $ | | | $ | | | $ | | | $ | | |
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Weighted average 3M common shares outstanding — diluted | |
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Earnings per share attributable to 3M common shareholders — diluted | | $ | | | $ | | | $ | | | $ | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
3
3M Company and Subsidiaries
Consolidated Statement of Comprehensive Income
(Unaudited)
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| Three months ended |
| Nine months ended | |
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| | September 30, | | September 30, | | | ||||||||
(Millions) |
| 2020 |
| 2019 |
| 2020 |
| 2019 | |
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Net income including noncontrolling interest | | $ | | | $ | | | $ | | | $ | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | |
Cumulative translation adjustment | |
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Defined benefit pension and postretirement plans adjustment | |
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Cash flow hedging instruments | |
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Total other comprehensive income (loss), net of tax | |
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Comprehensive income (loss) including noncontrolling interest | |
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Comprehensive (income) loss attributable to noncontrolling interest | |
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Comprehensive income (loss) attributable to 3M | | $ | | | $ | | | $ | | | $ | | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
4
3M Company and Subsidiaries
Consolidated Balance Sheet
(Unaudited)
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| September 30, |
| December 31, |
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(Dollars in millions, except per share amount) |
| 2020 |
| 2019 |
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Assets | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | | | $ | | |
Marketable securities — current | |
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Accounts receivable — net of allowances of $ | |
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Inventories | | | | | | | |
Finished goods | |
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Work in process | |
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Raw materials and supplies | |
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Total inventories | |
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Prepaids | | | | | | | |
Other current assets | |
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Total current assets | |
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Property, plant and equipment | |
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Less: Accumulated depreciation | |
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Property, plant and equipment — net | |
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Operating lease right of use assets | | | | | | | |
Goodwill | |
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Intangible assets — net | |
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Other assets | |
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Total assets | | $ | | | $ | | |
Liabilities | | | | | | | |
Current liabilities | | | | | | | |
Short-term borrowings and current portion of long-term debt | | $ | | | $ | | |
Accounts payable | |
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Accrued payroll | |
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Accrued income taxes | |
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Operating lease liabilities — current | | | | | | | |
Other current liabilities | |
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Total current liabilities | |
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Long-term debt | |
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Pension and postretirement benefits | |
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Operating lease liabilities | | | | |
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Other liabilities | |
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Total liabilities | | $ | | | $ | | |
Commitments and contingencies (Note 14) | | | | | | | |
Equity | | | | | | | |
3M Company shareholders’ equity: | | | | | | | |
Common stock par value, $ | | $ | | | $ | | |
Shares outstanding - September 30, 2020: | | | | | | | |
Shares outstanding - December 31, 2019: | | | | | | | |
Additional paid-in capital | |
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Retained earnings | |
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Treasury stock, at cost: | |
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Shares at September 30, 2020: | | | | | | | |
Shares at December 31, 2019: | | | | | | | |
Accumulated other comprehensive income (loss) | |
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Total 3M Company shareholders’ equity | |
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Noncontrolling interest | |
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Total equity | | $ | | | $ | | |
Total liabilities and equity | | $ | | | $ | | |
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
5
3M Company and Subsidiaries
Consolidated Statement of Cash Flows
(Unaudited)
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| Nine months ended |
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| | September 30, | | ||||
(Millions) |
| 2020 |
| 2019 |
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Cash Flows from Operating Activities | | | | | | | |
Net income including noncontrolling interest | | $ | | | $ | | |
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities | | | | | | | |
Depreciation and amortization | |
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Company pension and postretirement contributions | |
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Company pension and postretirement expense | |
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Stock-based compensation expense | |
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Gain on sale of businesses | | | ( | | | ( | |
Deferred income taxes | |
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Loss on deconsolidation of Venezuelan subsidiary | |
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Changes in assets and liabilities | | | | | | | |
Accounts receivable | |
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Inventories | |
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Accounts payable | |
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Accrued income taxes (current and long-term) | |
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Other — net | |
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Net cash provided by (used in) operating activities | |
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Cash Flows from Investing Activities | | | | | | | |
Purchases of property, plant and equipment (PP&E) | |
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Proceeds from sale of PP&E and other assets | |
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Acquisitions, net of cash acquired | |
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Purchases of marketable securities and investments | |
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Proceeds from maturities and sale of marketable securities and investments | |
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