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 15, 2016
3M COMPANY |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware |
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(State or Other Jurisdiction of Incorporation) |
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File No. 1-3285 |
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41-0417775 |
(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 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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(651) 733-1110 |
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(Registrant’s Telephone Number, Including Area Code) |
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(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 2016, 3M made a product line reporting change involving two of its business segments. Elements of the electronic bonding product lines were previously separately reflected in the Electronics and Energy business segment and the Industrial business segment. Effective the first quarter of 2016, certain sales and operating income results for these product lines in aggregate were equally divided between these two business segments. This change resulted in a decrease in net sales for total year 2015 of $33 million in the Industrial business segment offset by a corresponding increase in the Electronics and Energy business segment. This Current Report includes supplemental unaudited historical information relative to business segment sales and operating income on both an annual and quarterly basis for the years ended December 31, 2015, 2014 and 2013 (furnished hereunder as Exhibit 99 and incorporated herein by reference). The Company did not operate under this 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, 2016.
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
Exhibit Number |
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Description |
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99 |
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Supplemental unaudited historical information relative to business segment changes effected during the first quarter of 2016 (furnished pursuant to Item 2.02 hereof) |
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/ |
Nicholas C. Gangestad |
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Nicholas C. Gangestad, |
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Senior Vice President and Chief Financial Officer |
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Dated: March 15, 2016 |
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2
This Current Report on Form 8-K includes supplemental unaudited historical business segment net sales and operating income information that reflects a product line reporting change involving two of its business segments (provided on an annual and quarterly basis for the years ended December 31, 2015, 2014 and 2013). The Company did not operate under this 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, 2016.
Effective in the first quarter of 2016, 3M changed its business segment reporting in its continuing effort to improve the alignment of its businesses around markets and customers.
The change between business segments was as follows:
· |
Elements of the electronic bonding product lines were previously separately reflected in the Electronics Materials Solutions Division (Electronics and Energy business segment) and the Industrial Adhesives and Tapes Division (Industrial business segment). Effective in the first quarter of 2016, certain sales and operating income results for these electronic bonding product lines in aggregate were equally divided between the Electronics and Energy business segment and Industrial business segment. This change resulted in a decrease in net sales for total year 2015 of $33 million in the Industrial business segment offset by a corresponding increase in the Electronics and Energy business segment. |
The financial information presented herein reflects the impact of the preceding changes for all periods presented. The impact of this change on previously reported 2015 business segment net sales and operating income is summarized as follows:
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Net Sales |
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Operating Income |
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Year ended December 31, 2015 |
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Previously |
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Previously |
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(Millions) |
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Reported |
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Revised |
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Change |
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Reported |
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Revised |
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Change |
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Industrial |
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$ |
10,328 |
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$ |
10,295 |
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$ |
(33) |
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$ |
2,263 |
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$ |
2,256 |
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$ |
(7) |
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Safety and Graphics |
|
|
5,515 |
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|
5,515 |
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|
— |
|
|
1,305 |
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|
1,305 |
|
|
— |
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Health Care |
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|
5,420 |
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|
5,420 |
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— |
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|
1,724 |
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1,724 |
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— |
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Electronics and Energy |
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5,220 |
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5,253 |
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33 |
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|
1,102 |
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1,109 |
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7 |
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Consumer |
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4,422 |
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4,422 |
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— |
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|
1,046 |
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|
1,046 |
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— |
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Corporate and Unallocated |
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|
1 |
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|
1 |
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|
— |
|
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(355) |
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|
(355) |
|
|
— |
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Elimination of Dual Credit |
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|
(632) |
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|
(632) |
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|
— |
|
|
(139) |
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|
(139) |
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|
— |
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Total Company |
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$ |
30,274 |
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$ |
30,274 |
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$ |
— |
|
$ |
6,946 |
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$ |
6,946 |
|
$ |
— |
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3M’s businesses are organized, managed and internally grouped into segments based on differences in markets, products, technologies and services. 3M manages its operations in five business segments: Industrial; Safety and Graphics; Health Care; Electronics and Energy; and Consumer. 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. 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 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 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 2016
Net Sales
Net Sales |
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First |
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Second |
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Third |
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Fourth |
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Total |
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(Millions) |
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Quarter |
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Quarter |
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Quarter |
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Quarter |
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Year |
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Industrial |
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2015 |
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$ |
2,656 |
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$ |
2,632 |
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$ |
2,557 |
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$ |
2,450 |
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$ |
10,295 |
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2014 |
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|
2,778 |
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2,814 |
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2,770 |
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|
2,623 |
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10,985 |
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2013 |
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2,689 |
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2,682 |
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2,693 |
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2,589 |
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10,653 |
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Safety and Graphics |
|
|
|
|
|
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|
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|
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2015 |
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$ |
1,372 |
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$ |
1,432 |
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$ |
1,417 |
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$ |
1,294 |
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$ |
5,515 |
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2014 |
|
|
1,423 |
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|
1,494 |
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|
1,448 |
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|
1,367 |
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5,732 |
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2013 |
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|
1,399 |
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|
1,434 |
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|
1,429 |
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|
1,322 |
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5,584 |
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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Health Care |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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2015 |
|
$ |
1,329 |
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$ |
1,364 |
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$ |
1,346 |
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$ |
1,381 |
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$ |
5,420 |
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2014 |
|
|
1,374 |
|
|
1,416 |
|
|
1,390 |
|
|
1,392 |
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|
5,572 |
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2013 |
|
|
1,311 |
|
|
1,336 |
|
|
1,328 |
|
|
1,359 |
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|
5,334 |
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|
|
|
|
|
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|
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|
|
|
|
|
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Electronics and Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
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2015 |
|
$ |
1,324 |
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$ |
1,312 |
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$ |
1,397 |
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$ |
1,220 |
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$ |
5,253 |
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2014 |
|
|
1,309 |
|
|
1,422 |
|
|
1,503 |
|
|
1,374 |
|
|
5,608 |
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2013 |
|
|
1,281 |
|
|
1,340 |
|
|
1,450 |
|
|
1,326 |
|
|
5,397 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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2015 |
|
$ |
1,048 |
|
$ |
1,111 |
|
$ |
1,162 |
|
$ |
1,101 |
|
$ |
4,422 |
|
2014 |
|
|
1,079 |
|
|
1,139 |
|
|
1,177 |
|
|
1,128 |
|
|
4,523 |
|
2013 |
|
|
1,081 |
|
|
1,098 |
|
|
1,153 |
|
|
1,103 |
|
|
4,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Unallocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
2 |
|
$ |
(4) |
|
$ |
1 |
|
$ |
2 |
|
$ |
1 |
|
2014 |
|
|
3 |
|
|
— |
|
|
2 |
|
|
— |
|
|
5 |
|
2013 |
|
|
2 |
|
|
2 |
|
|
1 |
|
|
3 |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of Dual Credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
(153) |
|
$ |
(161) |
|
$ |
(168) |
|
$ |
(150) |
|
$ |
(632) |
|
2014 |
|
|
(135) |
|
|
(151) |
|
|
(153) |
|
|
(165) |
|
|
(604) |
|
2013 |
|
|
(129) |
|
|
(140) |
|
|
(138) |
|
|
(133) |
|
|
(540) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
7,578 |
|
$ |
7,686 |
|
$ |
7,712 |
|
$ |
7,298 |
|
$ |
30,274 |
|
2014 |
|
|
7,831 |
|
|
8,134 |
|
|
8,137 |
|
|
7,719 |
|
|
31,821 |
|
2013 |
|
|
7,634 |
|
|
7,752 |
|
|
7,916 |
|
|
7,569 |
|
|
30,871 |
|
Supplemental Unaudited Business Segment Information
Based on Segment Structure Effective in the First Quarter of 2016
Operating Income
Operating Income |
|
First |
|
Second |
|
Third |
|
Fourth |
|
Total |
|
|||||
(Millions) |
|
Quarter |
|
Quarter |
|
Quarter |
|
Quarter |
|
Year |
|
|||||
Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
596 |
|
$ |
608 |
|
$ |
578 |
|
$ |
474 |
|
$ |
2,256 |
|
2014 |
|
|
616 |
|
|
615 |
|
|
614 |
|
|
536 |
|
|
2,381 |
|
2013 |
|
|
576 |
|
|
601 |
|
|
570 |
|
|
554 |
|
|
2,301 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Safety and Graphics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
335 |
|
$ |
364 |
|
$ |
324 |
|
$ |
282 |
|
$ |
1,305 |
|
2014 |
|
|
318 |
|
|
353 |
|
|
340 |
|
|
285 |
|
|
1,296 |
|
2013 |
|
|
332 |
|
|
328 |
|
|
313 |
|
|
254 |
|
|
1,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
408 |
|
$ |
440 |
|
$ |
432 |
|
$ |
444 |
|
$ |
1,724 |
|
2014 |
|
|
427 |
|
|
434 |
|
|
432 |
|
|
431 |
|
|
1,724 |
|
2013 |
|
|
404 |
|
|
417 |
|
|
426 |
|
|
425 |
|
|
1,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronics and Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
285 |
|
$ |
278 |
|
$ |
344 |
|
$ |
202 |
|
$ |
1,109 |
|
2014 |
|
|
229 |
|
|
294 |
|
|
340 |
|
|
259 |
|
|
1,122 |
|
2013 |
|
|
199 |
|
|
239 |
|
|
301 |
|
|
222 |
|
|
961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
240 |
|
$ |
259 |
|
$ |
293 |
|
$ |
254 |
|
$ |
1,046 |
|
2014 |
|
|
228 |
|
|
241 |
|
|
272 |
|
|
254 |
|
|
995 |
|
2013 |
|
|
237 |
|
|
235 |
|
|
247 |
|
|
226 |
|
|
945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Unallocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
(100) |
|
$ |
(74) |
|
$ |
(58) |
|
$ |
(123) |
|
$ |
(355) |
|
2014 |
|
|
(72) |
|
|
(48) |
|
|
(63) |
|
|
(67) |
|
|
(250) |
|
2013 |
|
|
(74) |
|
|
(87) |
|
|
(88) |
|
|
(73) |
|
|
(322) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of Dual Credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
(34) |
|
$ |
(35) |
|
$ |
(37) |
|
$ |
(33) |
|
$ |
(139) |
|
2014 |
|
|
(30) |
|
|
(33) |
|
|
(34) |
|
|
(36) |
|
|
(133) |
|
2013 |
|
|
(28) |
|
|
(31) |
|
|
(30) |
|
|
(29) |
|
|
(118) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
|
$ |
1,730 |
|
$ |
1,840 |
|
$ |
1,876 |
|
$ |
1,500 |
|
$ |
6,946 |
|
2014 |
|
|
1,716 |
|
|
1,856 |
|
|
1,901 |
|
|
1,662 |
|
|
7,135 |
|
2013 |
|
|
1,646 |
|
|
1,702 |
|
|
1,739 |
|
|
1,579 |
|
|
6,666 |
|