3M CO FORM 8-K (Current report filing) Filed 07/26/12 for the Period Ending 07/26/12 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 3M CENTER BLDG. 220-11W-02 ST PAUL, MN 55144-1000 6517332204 0000066740 MMM 3841 - Surgical and Medical Instruments and Apparatus Constr. - Supplies & Fixtures Capital Goods 12/31 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 26, 2012 3M COMPANY (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) File No. 1-3285 (Commission File Number) 41-0417775 (IRS Employer Identification No.) 3M Center, St. Paul, Minnesota (Address of Principal Executive Offices) 55144-1000 (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): 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 On July 26, 2012, 3M Company issued a press release reporting second-quarter 2012 results (attached hereunder as Exhibit 99 and incorporated herein by reference). Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99 Press Release, dated as of July 26, 2012, of 3M Company (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 hereunto duly authorized. 3M COMPANY By: /s/ Gregg M. Larson Gregg M. Larson, Deputy General Counsel and Secretary Dated: July 26, 2012 2 Exhibit 99 FOR IMMEDIATE RELEASE 3M Announces Record Second-Quarter Earnings of $1.66 per Share; Strong Productivity Efforts Drive 22.9 Percent Operating Margins ST. PAUL, Minn. — July 26, 2012 - 3M (NYSE: MMM) today reported record second-quarter earnings of $1.66 per share, an increase of 3.8 percent versus the second quarter of 2011. Operating income was $1.7 billion and operating income margins for the quarter were 22.9 percent. All of the company’s six business segments posted operating income margins greater than 20 percent. Sales were $7.5 billion, down 1.9 percent year-over-year. Organic local-currency sales grew 1.9 percent and acquisitions added 0.5 percent to sales. The company noted that the combination of challenging economic conditions and the strong U.S. dollar hurt sales in the quarter. Currency impacts reduced sales by 4.3 percent year-on-year. On a business segment basis, organic local-currency sales increased 5.4 percent in Health Care, 4.2 percent in Industrial and Transportation, 3.1 percent in Consumer and Office and 3.1 percent in Safety, Security and Protection Services. Organic local-currency sales declined 1.8 percent in Electro and Communications and 6.6 percent in Display and Graphics, both impacted by weakness in the consumer electronics industry. On a geographic basis, organic local-currency sales grew 11.4 percent in Latin America/Canada and 3.6 percent in the United States, while Asia Pacific and EMEA (Europe, Middle East and Africa) declined 0.6 percent and 1.9 percent, respectively. Second-quarter net income was $1.2 billion and earnings were $1.66 per share. Total-company operating income margins were 22.9 percent for the quarter, and free cash flow exceeded $1.0 billion. “Our team performed very well in the quarter, delivering excellent productivity and record second-quarter earnings,” said Inge G. Thulin, 3M chairman, president and chief executive officer. “We achieved these results through outstanding factory efficiency and cost discipline throughout the organization.” Thulin continued, “Going forward, we will keep driving to achieve strong earnings and cash flow. At the same time we will expand 3M’s customer relevance through strategic investments in manufacturing, innovation and commercialization.” Looking ahead, 3M maintained its full-year 2012 earnings expectations of $6.35 to $6.50 per share. The company anticipates full-year organic local-currency sales growth of 2 to 5 percent and that foreign currency translation will reduce sales by approximately 3 percent for the year. 3M expects operating income margins in the range of 21.5 to 22.5 percent for the year. Second-Quarter Business Segment Discussion Industrial and Transportation Sales of $2.6 billion, down 0.6 percent in U.S. dollars. Organic local-currency sales increased 4.2 percent, acquisitions added 0.2 • percent and foreign currency translation reduced sales by 5.0 percent. • On an organic local-currency basis: • • Sales growth was strongest in automotive OEM, aerospace, abrasives and energy/advanced materials. • Sales rose in Latin America/Canada, Asia Pacific and the U.S.; EMEA declined slightly. Operating income rose 13.0 percent to $614 million; operating income margin of 23.4 percent. Health Care • Sales of $1.3 billion, up 1.1 percent in U.S. dollars. Organic local-currency sales increased 5.4 percent, acquisitions added 0.4 percent and foreign currency translation reduced sales by 4.7 percent. On an organic local-currency basis: • • Sales rose in all businesses, led by food safety, health information systems and skin/wound care. Double-digit sales growth in Latin America/Canada and Asia Pacific; EMEA and the U.S. also posted positive growth. • • Operating income increased 13.4 percent to $414 million; operating income margin of 32.3 percent. Consumer and Office • Sales of $1.1 billion, up 2.3 percent in U.S. dollars. Organic local-currency sales increased 3.1 percent, acquisitions added 2.7 percent and foreign currency translation reduced sales by 3.5 percent. On an organic local-currency basis: • • Sales growth was led by the DIY and home care businesses. • Sales expanded in Latin America/Canada, Asia Pacific and the U.S., partially offset by declines in EMEA. • Operating income rose 10.2 percent to $222 million; operating income margin of 21.0 percent. Safety, Security and Protection Services • Sales of $991 million, down 1.9 percent in U.S. dollars. Organic local-currency sales increased 3.1 percent and foreign currency translation reduced sales by 5.0 percent. • On an organic local-currency basis: • Sales growth was strongest in infrastructure protection, personal safety and building and commercial services; sales declined year-on-year in security systems. • Sales increased in Latin America/Canada, Asia Pacific and the U.S., partially offset by declines in EMEA. • Operating income rose 6.3 percent to $258 million; operating margin of 26.0 percent. Display and Graphics • Sales of $882 million, down 9.3 percent in U.S. dollars. Organic local-currency sales declined 6.6 percent and foreign currency translation reduced sales by 2.7 percent. • On an organic local-currency basis: Lower film volumes for LCD TVs drove double-digit sales declines in optical systems. • • Double-digit sales increases in both architectural markets and commercial graphics; sales down slightly in traffic safety systems. • • Sales declined in Asia Pacific and EMEA, partially offset by increases in the U.S. and Latin America/Canada. Operating income declined 19.1 percent to $179 million; operating margin of 20.3 percent. Electro and Communications Sales of $824 million, down 4.7 percent in U.S. dollars. Organic local-currency sales declined 1.8 percent and foreign currency • translation reduced sales by 2.9 percent. • On an organic local-currency basis: Positive sales growth in electrical markets; telecom and consumer electronics-related businesses declined year-on-year. • • Sales rose in Latin America/Canada and the U.S., and were down year-on-year in EMEA and Asia Pacific. Operating income of $195 million, down 2.3 percent; operating margin of 23.7 percent. • 3M will conduct an investor teleconference at 9:00 a.m. EDT (8:00 a.m. CDT) today. Investors can access this conference via the following: • • • • Live webcast at http://investor.3M.com . Live telephone: Call 800-762-2596 within the U.S. or +1 212-231-2916 outside the U.S. Please join the call at least 10 minutes before the start time. Webcast replay: Go to 3M’s Investor Relations website at http://investor.3M.com and click on “Quarterly Earnings.” Telephone replay: Call 800-633-8284 (for both U.S. and outside the U.S.; access code is 21538621). The telephone replay will be available until 10:00 a.m. CDT on July 31, 2012. Forward-Looking Statements This news release contains forward-looking information about 3M’s financial results and estimates and business prospects that involve substantial risks and uncertainties. You can identify these statements by the use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “target,” “forecast” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or business plans or prospects. Among the factors that could cause actual results to differ materially are the following: (1) worldwide economic and capital markets conditions and other factors beyond the Company’s control, including natural and other disasters affecting the operations of the Company or its customers and suppliers; (2) the Company’s credit ratings and its cost of capital; (3) competitive conditions and customer preferences; (4) foreign currency exchange rates and fluctuations in those rates; (5) the timing and market acceptance of new product offerings; (6) the availability and cost of purchased components, compounds, raw materials and energy (including oil and natural gas and their derivatives) due to shortages, increased demand or supply interruptions (including those caused by natural and other disasters and other events); (7) the impact of acquisitions, strategic alliances, divestitures, and other unusual events resulting from portfolio management actions and other evolving business strategies, and possible organizational restructuring; (8) generating fewer productivity improvements than estimated; (9) security breaches and other disruptions to the Company’s information technology infrastructure; and (10) legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the company’s Annual Report on Form 10-K for the year ended December 31, 2011 and its subsequent quarterly reports on Form 10-Q (the “Reports”). Changes in such assumptions or factors could produce significantly different results. A further description of these factors is located in the Reports under “Cautionary Note Concerning Factors That May Affect Future Results” and “Risk Factors” in Part I, Items 1 and 1A (Annual Report) and in Part I, Item 2 and Part II, Item 1A (Quarterly Report). The information contained in this news release is as of the date indicated. The company assumes no obligation to update any forwardlooking statements contained in this news release as a result of new information or future events or developments. 3M Company and Subsidiaries CONSOLIDATED STATEMENT OF INCOME (Millions, except per-share amounts) (Unaudited) Three-months ended June 30, 2012 2011 Net sales Operating expenses Cost of sales Selling, general and administrative expenses Research, development and related expenses Total operating expenses Operating income Interest expense and income Interest expense Interest income Total interest expense – net Income before income taxes Provision for income taxes Net income including noncontrolling interest Less: Net income attributable to noncontrolling interest Net income attributable to 3M Weighted average 3M common shares outstanding – basic Earnings per share attributable to 3M common shareholders – basic Weighted average 3M common shares outstanding – diluted Earnings per share attributable to 3M common shareholders – diluted Cash dividends paid per 3M common share $ 7,534 $ Six-months ended June 30, 2012 7,680 $ 2011 15,020 $ 3,870 1,528 408 5,806 1,728 4,040 1,581 404 6,025 1,655 43 (10) 33 1,695 509 1,186 $ 19 1,167 $ 694.3 50 (9) 41 1,614 437 1,177 $ 17 1,160 $ 713.4 83 (19) 64 3,298 971 2,327 $ 35 2,292 $ 695.5 93 (19) 74 3,159 879 2,280 39 2,241 712.5 $ 1.68 702.6 $ 1.63 726.5 $ 3.30 704.4 $ 3.15 726.4 $ $ 1.66 0.59 $ $ 1.60 0.55 $ $ 3.25 1.18 $ $ 3.09 1.10 $ $ 7,759 3,080 819 11,658 3,362 14,991 7,842 3,114 802 11,758 3,233 3M Company and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEET (Dollars in millions) (Unaudited) Jun. 30, 2012 ASSETS Current assets Cash and cash equivalents Marketable securities – current Accounts receivable – net Inventories Other current assets Total current assets Marketable securities – non-current Investments Property, plant and equipment – net Goodwill and intangible assets – net Prepaid pension benefits Other assets (a) Total assets LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current portion of long-term debt Accounts payable Accrued payroll Accrued income taxes Other current liabilities Total current liabilities Long-term debt Pension and postretirement benefits (a) Other liabilities Total liabilities Total equity (a) Shares outstanding June 30, 2012: 691,319,463 shares December 31, 2011: 694,970,041 shares June 30, 2011: 709,535,731 shares Total liabilities and equity $ Dec. 31, 2011 3,308 1,595 4,364 3,656 1,165 14,088 1,031 152 7,706 8,911 45 1,406 33,339 $ $ $ 650 1,792 593 440 2,232 5,707 5,657 3,355 1,747 16,466 $ $ $ $ Jun. 30, 2011 2,219 1,461 3,867 3,416 1,277 12,240 896 155 7,666 8,963 40 1,656 31,616 $ $ $ 682 1,643 676 355 2,085 5,441 4,484 3,972 1,857 15,754 $ 1,116 1,851 586 365 2,285 6,203 4,484 1,932 1,921 14,540 16,873 $ 15,862 $ 17,742 33,339 $ 31,616 $ 32,282 $ $ 3,376 1,148 4,385 3,717 911 13,537 407 166 7,624 9,258 82 1,208 32,282 (a) The changes in 3M’s defined-benefit pension and postretirement plans’ funded status as of December 31, 2011 (primarily due to a decrease in discount rates) significantly impacted several balance sheet lines. These changes increased long-term liabilities by approximately $2.4 billion and decreased stockholders’ equity by approximately $1.6 billion, with the other major impact primarily related to increased deferred taxes within other assets. Other pension and postretirement changes during the year, such as contributions and amortization, also impacted these balance sheet captions. 3M Company and Subsidiaries CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in millions) (Unaudited) Six-months ended June 30, 2012 2011 NET CASH PROVIDED BY OPERATING ACTIVITIES $ Cash flows from investing activities: Purchases of property, plant and equipment Acquisitions, net of cash acquired Purchases and proceeds from sale or maturities of marketable securities and investments – net Other investing activities NET CASH USED IN INVESTING ACTIVITIES Cash flows from financing activities: Change in debt Purchases of treasury stock Proceeds from issuances of treasury stock pursuant to stock option and benefit plans Dividends paid to shareholders Other financing activities NET CASH USED IN FINANCING ACTIVITIES $ Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year (526) (487) (103) 12 205 (1) (854) (809) 1,192 (1,163) (47) (1,358) 479 (820) 41 753 (783) (2) (271) (1,437) 61 1,089 2,219 $ 2,184 (619) (144) (3) Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at end of period 2,217 3,308 (1) 3,377 $ 3,376 3M Company and Subsidiaries SUPPLEMENTAL CASH FLOW AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION (Dollars in millions) (Unaudited) Three-months ended June 30, 2012 2011 Six-months ended June 30, 2012 2011 NON-GAAP MEASURES Free Cash Flow: Net cash provided by operating activities Purchases of property, plant and equipment $ 1,389 $ (358) 1,451 $ (295) 2,217 $ (619) 2,184 (526) Free Cash Flow (b) $ 1,031 1,156 1,598 1,658 $ $ $ (b) Free cash flow is not defined under U.S. GAAP. Therefore, it should not be considered a substitute for income or cash flow data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. The company defines free cash flow as net cash provided by operating activities less purchases of property, plant and equipment. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The company believes free cash flow is a useful measure of performance and uses this measure as an indication of the strength of the company and its ability to generate cash. June 30, 2012 OTHER NON-GAAP MEASURES: Net Working Capital Turns (c) (c) 2011 4.8 4.9 The company uses various working capital measures that place emphasis and focus on certain working capital assets and liabilities. 3M’s net working capital index is defined as quarterly net sales multiplied by four, divided by ending net accounts receivable plus inventory less accounts payable. This measure is not recognized under U.S. GAAP and may not be comparable to similarly titled measures used by other companies. 3M Company and Subsidiaries SALES CHANGE ANALYSIS (Unaudited) Sales Change Analysis By Geographic Area Three-months ended June 30, 2012 Europe, Middle Latin East and America/ AsiaAfrica Canada Pacific United States Volume — organic Price Organic local-currency sales Acquisitions Translation Total sales change 0.7% 2.9 3.6 0.4 — 4.0% 0.3% (0.9) (0.6) — (1.5) (2.1)% (4.6)% 2.7 (1.9) 1.6 (10.6) (10.9)% WorldWide 6.6% 4.8 11.4 — (10.9) 0.5% —% 1.9 1.9 0.5 (4.3) (1.9)% Worldwide Sales Change Analysis By Business Segment Three-months ended June 30, 2012 Organic localcurrency sales Industrial and Transportation Health Care Consumer and Office Safety, Security and Protection Services Display and Graphics Electro and Communications Acquisitions 4.2% 5.4% 3.1% 3.1% (6.6)% (1.8)% Total sales change Translation 0.2% 0.4% 2.7% —% —% —% (5.0)% (4.7)% (3.5)% (5.0)% (2.7)% (2.9)% (0.6)% 1.1% 2.3% (1.9)% (9.3)% (4.7)% Sales Change Analysis By Geographic Area Six-months ended June 30, 2012 Europe, AsiaMiddle East Latin America/ Pacific Canada and Africa United States Volume — organic Price Organic local-currency sales Acquisitions Translation Total sales change 2.0% 2.7 4.7 0.4 — 5.1% (1.5)% (0.8) (2.3) 0.5 (0.2) (2.0)% (3.6)% 2.7 (0.9) 2.6 (7.3) (5.6)% WorldWide 7.2% 4.4 11.6 0.1 (7.4) 4.3% 0.1% 1.8 1.9 1.0 (2.7) 0.2% Worldwide Sales Change Analysis By Business Segment Six-months ended June 30, 2012 Organic localcurrency sales Industrial and Transportation Health Care Consumer and Office Safety, Security and Protection Services Display and Graphics Electro and Communications Acquisitions 5.4% 4.2% 2.7% 4.9% (8.9)% (2.4)% Total sales change Translation 1.6% 0.2% 2.8% —% —% —% (3.2)% (2.9)% (2.2)% (3.3)% (1.6)% (1.6)% 3.8% 1.5% 3.3% 1.6% (10.5)% (4.0)% 3M Company and Subsidiaries BUSINESS SEGMENTS (Dollars in millions) (Unaudited) BUSINESS SEGMENT INFORMATION (Millions) Three-months ended June 30, 2012 2011 Six-months ended June 30, 2012 2011 NET SALES Industrial and Transportation Health Care Consumer and Office Safety, Security and Protection Services Display and Graphics Electro and Communications Corporate and Unallocated Elimination of Dual Credit $ 2,627 $ 1,283 1,062 991 882 824 2 (137) 2,641 $ 1,269 1,038 1,011 973 864 3 (119) Total Company $ 7,534 7,680 $ $ Three-months ended June 30, 2012 2011 5,287 $ 2,563 2,105 1,972 1,714 1,632 3 (256) 15,020 $ 5,091 2,524 2,038 1,940 1,916 1,700 8 (226) 14,991 Six-months ended June 30, 2012 2011 OPERATING INCOME Industrial and Transportation Health Care Consumer and Office Safety, Security and Protection Services Display and Graphics Electro and Communications Corporate and Unallocated Elimination of Dual Credit $ Total Company $ 614 $ 414 222 258 179 195 (124) (30) 1,728 $ 544 $ 364 202 242 222 200 (93) (26) 1,655 $ 1,214 $ 816 456 489 342 363 (262) (56) 1,060 733 417 441 452 378 (198) (50) 3,362 3,233 $ About 3M 3M captures the spark of new ideas and transforms them into thousands of ingenious products. Our culture of creative collaboration inspires a never-ending stream of powerful technologies that make life better. 3M is the innovation company that never stops inventing. With $30 billion in sales, 3M employs 84,000 people worldwide and has operations in more than 65 countries. Investor Contacts: Matt Ginter 3M (651) 733-8206 Bruce Jermeland 3M (651) 733-1807 From: 3M Public Relations and Corporate Communications 3M Center, Building 225-1S-15 St. Paul, MN 55144-1000 Media Contact: Jacqueline Berry 3M (651) 733-3611