8-K 1 form8kapr4.txt FORM 8-K DATED APRIL 4, 2003 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: April 4, 2003 (Date of earliest event reported) 3M COMPANY (Exact name of registrant as specified in its charter) File No. 1-3285 (Commission File Number) Delaware 41-0417775 (State of incorporation) (I.R.S. Employer Identification Number) 3M Center 55144-1000 St. Paul, Minnesota (Zip Code) (Address of principal executive offices) Registrant's telephone, including area code: (651) 733-1110 ITEM 9. REGULATION FD DISCLOSURE BUSINESS SEGMENTS Supplemental Unaudited New Business Segments Reporting Effective January 1, 2003: As more fully described in 3M's 2002 Annual Report on Form 10-K, in September 2002, 3M announced it would strategically realign its organization for faster growth and a closer focus on markets and customers. This realignment resulted in seven reportable business segments compared to the current structure of six reportable business segments. These structural changes were driven by 3M's strategic planning process and represent an important step toward access to its larger and faster-growing markets. Executive vice president appointments were effective October 1, 2002, but a three-month transition period was provided to realign the existing organization to the new structure. Internal management reporting for the new reportable business segments commenced January 1, 2003. 3M provided in its "Management's Discussion and Analysis of Financial Condition and Results of Operations" section in its 2002 Annual Report on Form 10-K supplemental financial information related to these new business segments on an annual basis. This information was provided on a supplemental basis as the company did not operate under this new structure for these periods, and has only operated under this new structure since January 1, 2003. 3M is including in this Current Report on Form 8-K supplemental unaudited financial information on both an annual and quarterly basis for the years ended December 31, 2002, 2001 and 2000 reflecting the historical realigned segments. This supplemental financial information is being provided for the respective years to show the results on an interim basis for the realigned segments. The company did not operate under the realigned segments structure for any of these 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 ended March 31, 2003.
Supplemental Unaudited Financial Information: NET SALES First Second Third Fourth Total (Millions) Quarter Quarter Quarter Quarter Year ----------------------------------------------------------------------- Health Care 2002 $ 845 $ 896 $ 901 $ 918 $ 3,560 2001 798 820 818 865 3,301 2000 736 761 744 766 3,007 Industrial 2002 $ 753 $ 804 $ 797 $ 793 $ 3,147 2001 859 804 758 742 3,163 2000 909 894 894 851 3,548 Consumer and Office 2002 $ 569 $ 602 $ 628 $ 645 $ 2,444 2001 654 621 630 618 2,523 2000 670 671 723 689 2,753 Display and Graphics 2002 $ 505 $ 582 $ 572 $ 569 $ 2,228 2001 498 526 504 469 1,997 2000 472 505 516 474 1,967 Electro and Communications 2002 $ 444 $ 479 $ 460 $ 448 $ 1,831 2001 591 565 497 454 2,107 2000 491 623 636 648 2,398 Safety, Security and Protection Services 2002 $ 413 $ 445 $ 423 $ 405 $ 1,686 2001 413 415 421 390 1,639 2000 415 434 400 366 1,615 Transportation 2002 $ 349 $ 339 $ 351 $ 349 $ 1,388 2001 350 320 324 312 1,306 2000 370 340 342 325 1,377 Corporate and Unallocated 2002 $ 12 $ 14 $ 11 $ 11 $ 48 2001 1 2 9 6 18 2000 6 9 9 10 34 Total Company 2002 $3,890 $4,161 $4,143 $4,138 $16,332 2001 4,164 4,073 3,961 3,856 16,054 2000 4,069 4,237 4,264 4,129 16,699
Supplemental Unaudited Financial Information: OPERATING INCOME First Second Third Fourth Total (Millions) Quarter Quarter Quarter Quarter Year ----------------------------------------------------------------------- Health Care 2002 $ 220 $ 213 $ 224 $ 243 $ 900 2001 162 188 189 214 753 2000 191 156 162 158 667 Industrial 2002 $ 111 $ 131 $ 130 $ 115 $ 487 2001 151 116 105 85 457 2000 170 156 169 146 641 Consumer and Office 2002 $ 105 $ 108 $ 121 $ 114 $ 448 2001 109 96 116 89 410 2000 105 100 130 102 437 Display and Graphics 2002 $ 117 $ 146 $ 142 $ 129 $ 534 2001 88 120 95 69 372 2000 122 126 125 101 474 Electro and Communications 2002 $ 52 $ 79 $ 67 $ 55 $ 253 2001 68 76 43 28 215 2000 88 103 109 99 399 Safety, Security and Protection Services 2002 $ 86 $ 92 $ 89 $ 71 $ 338 2001 77 75 82 68 302 2000 71 80 67 47 265 Transportation 2002 $ 85 $ 80 $ 88 $ 80 $ 333 2001 86 61 65 58 270 2000 85 67 69 58 279 Corporate and Unallocated 2002 $ (63) $ (163) $ (10) $ (11) $ (247) 2001 (4) (398) (75) (29) (506) 2000 (17) (11) (12) (64) (104) Total Company 2002 $ 713 $ 686 $ 851 $ 796 $ 3,046 2001 737 334 620 582 2,273 2000 815 777 819 647 3,058
As more fully described and consistent with the information provided in 3M's 2002 Annual Report on Form 10-K, all periods presented reflect the January 1, 2002, adoption of Emerging Issues Task Force Issue No. 00-25, "Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products." This adoption resulted in a reclassification of approximately $25 million of advertising expenses from selling, general and administrative expenses to net sales for 2001 and 2000, with no impact on operating income. This reclassification resulted in a reduction in both advertising expenses and net sales for these years. Operating income in 2002 included restructuring charges recorded in Corporate and Unallocated of $202 million ($148 million in the second quarter, and $54 million in the first quarter). Operating income in 2001 included net charges of $504 million ($15 million in the fourth quarter, $69 million in the third quarter, $397 million in the second quarter, and $23 million in the first quarter) related to the restructuring plan, acquisition-related costs, a reversal of a 1999 litigation accrual, and a gain related to the net impact of the sale and write-down of available-for-sale equity securities. These net charges were recorded in Corporate and Unallocated, except for acquisition-related costs in the first quarter that totaled $23 million ($10 million recorded in Health Care; $7 million in Display and Graphics; and $6 million in Electro and Communications). Operating income in 2000 included net losses of $23 million ($74 million loss in the fourth quarter, a $1 million net gain in the third quarter, and a $50 million gain in the first quarter). This included $168 million related to the company's phase-out of perfluorooctanyl-based chemistry products (recorded in Corporate and Unallocated), a $20 million write-down of corporate and unallocated assets, and $20 million of other charges ($13 million related to acquisitions in the Electro and Communications segment; $6 million in the fourth quarter and $7 million in the third quarter). Operating income gains in 2000 of $135 million were largely related to corporate and unallocated asset dispositions, principally the sale of available-for-sale equity securities. Operating income in the first quarter also included a $50 million gain from the termination of a product distribution agreement in the Health Care segment. 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. 3M COMPANY By: /s/ Gregg M. Larson -------------------- Gregg M. Larson, Secretary Dated: April 4, 2003