3M CO FORM 8-K (Current report filing) Filed 10/24/13 for the Period Ending 10/24/13 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): October 24, 2013 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 October 24, 2013, 3M Company issued a press release reporting third-quarter 2013 results and updating its full-year performance expectations (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 October 24, 2013, 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: Dated: October 24, 2013 2 /s/ Gregg M. Larson Gregg M. Larson, Deputy General Counsel and Secretary Exhibit 99 FOR IMMEDIATE RELEASE 3M Delivers Record Third-Quarter Results Highlights: — Earnings per share of $1.78, a third-quarter record — All-time record quarterly sales of $7.9 billion — Organic local-currency sales growth of 5.8 percent — Operating income margins of 22.0 percent — Returned $2.0 billion to shareholders via dividends and gross share repurchases ST. PAUL, Minn. — October 24, 2013 - 3M (NYSE: MMM) today reported third-quarter earnings of $1.78 per share, an increase of 7.9 percent versus the third quarter of 2012. Sales grew 5.6 percent year-on-year to $7.9 billion. Organic local-currency sales grew 5.8 percent, acquisitions added 1.5 percent to sales and currency impacts reduced sales by 1.7 percent year-on-year. Operating income was $1.7 billion and operating income margins for the quarter were 22.0 percent. Third-quarter net income was $1.2 billion and free cash flow was $0.7 billion. The company paid $431 million in cash dividends to shareholders and repurchased $1.54 billion of its own shares during the quarter. Organic local-currency sales growth was 8.1 percent in Safety and Graphics, 6.8 percent in Health Care, 6.2 percent in Industrial, 4.2 percent in Consumer and 3.8 in Electronics and Energy. On a geographic basis, organic local-currency sales grew 10.5 percent in Latin America/Canada, 6.8 percent in Asia Pacific, 4.5 percent in the U.S. and 4.3 percent in EMEA (Europe, Middle East and Africa). “The 3M team delivered another strong performance in the third quarter,” said Inge G. Thulin, 3M’s chairman, president and chief executive officer. “All business groups generated positive organic sales growth and operating margins above 20 percent. At the same time, we further strengthened the company through increased investments in innovation, commercialization and manufacturing. Finally, we returned $2 billion of cash to our shareholders during the quarter via dividends and gross share repurchases, or $4.8 billion through nine months of the year.” 3M updated its full-year performance expectations. The company anticipates 2013 earnings to be in the range of $6.65 to $6.75 per share versus a previous expectation of $6.60 to $6.85 per share. 3M expects full year organic local-currency sales growth of 3 to 4 percent versus a previous expectation of 2 to 5 percent. In addition, the company expects that free cash flow conversion will be approximately 90 percent. Third-Quarter Business Group Discussion Industrial • Sales of $2.7 billion, up 8.6 percent in U.S. dollars. Organic local-currency sales increased 6.2 percent, acquisitions (Ceradyne) added 4.1 percent to sales and foreign currency translation reduced sales by 1.7 percent. • • On an organic local-currency basis: • Sales grew in all businesses, led by aerospace, automotive, advanced materials, liquid filtration, automotive aftermarket and industrial adhesives and tapes. • Sales rose in all major geographies, with double-digit growth in Latin America/Canada. Operating income was $568 million, equal to third quarter of 2012; operating margin of 21.3 percent. Electronics and Energy Sales of $1.4 billion, an increase of 2.5 percent in U.S. dollars. Organic local-currency sales increased 3.8 percent and foreign • currency translation reduced sales by 1.3 percent. • On an organic local-currency basis: • Positive sales growth in both electronics- and energy-related businesses. • Sales grew in Asia Pacific, Latin America/Canada and EMEA, and declined in the U.S. Operating income was $300 million, up 3.2 percent year-on-year; operating margin of 20.7 percent. • Safety and Graphics • Sales of 1.4 billion, up 6.7 percent in U.S. dollars. Organic local-currency sales increased 8.1 percent; acquisitions (Federal Signal Technologies) added 0.9 percent to sales and foreign currency translation reduced sales by 2.3 percent. • On an organic local-currency basis: Sales grew at a double-digit rate in roofing granules and personal safety; sales declined in architectural markets. • • Sales rose in all major geographies, with double-digit growth in Asia Pacific and Latin America/Canada. • Operating income was $315 million, an increase of 7.3 percent year-on-year; operating margin of 21.8 percent. Health Care • Sales of $1.3 billion, up 5.5 percent in U.S. dollars. Organic local-currency sales increased 6.8 percent and foreign currency translation reduced sales by 1.3 percent. • On an organic local-currency basis: • Sales grew across the portfolio led by double-digit growth in food safety and health information systems. • Sales rose in all major geographies, with double-digit growth in Latin America/Canada. Operating income was $426 million, an increase of 6.7 percent; operating margin of 32.1 percent. • Consumer • Sales of $1.2 billion, up 2.1 percent in U.S. dollars. Organic local-currency sales increased 4.2 percent, divestitures reduced sales by 0.2 percent and foreign currency translation reduced sales by 1.9 percent. • On an organic local-currency basis: • Sales growth was strongest in consumer health care, home care, stationery and office supplies and DIY. • Sales grew in all geographic areas led by Latin America/Canada and Asia Pacific. • Operating income was $247 million, up 0.6 percent year-on-year; operating margin of 21.5 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 21609533). The telephone replay will be available until 10:00 a.m. CDT on October 29, 2013. 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) unanticipated problems or delays with the phased implementation of a global enterprise resource planning (ERP) system, or 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, 2012 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 forward-looking 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 September 30, 2013 2012 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 $ Weighted average 3M common shares outstanding — basic Earnings per share attributable to 3M common shareholders — basic $ $ $ 23,302 $ 22,517 3,935 1,487 397 12,130 4,808 1,277 11,694 4,567 1,216 6,177 5,819 18,215 17,477 1,739 1,678 5,087 5,040 33 (10) 44 (10) 113 (30) 127 (29) 23 34 83 98 1,716 1,644 5,004 4,942 471 464 1,399 1,435 1,245 $ 1,230 1.81 1,180 $ 19 $ 679.8 $ 7,497 4,148 1,609 420 15 Less: Net income attributable to noncontrolling interest Net income attributable to 3M 7,916 Nine-months ended September 30, 2013 2012 1,161 691.8 1.68 $ 49 $ 693.0 $ 3,605 3,556 54 $ 686.4 $ 703.1 5.18 3,507 3,453 694.7 $ 697.7 4.97 Weighted average 3M common shares outstanding — diluted Earnings per share attributable to 3M common shareholders — diluted 703.9 $ 1.78 $ 1.65 $ 5.10 $ 4.91 Cash dividends paid per 3M common share $ 0.635 $ 0.59 $ 1.905 $ 1.77 3M Company and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEET (Dollars in millions) (Unaudited) Sep. 30, 2013 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 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 Other liabilities Total liabilities Total equity Shares outstanding September 30, 2013: 673,269,679 shares December 31, 2012: 687,091,650 shares September 30, 2012: 691,931,278 shares Total liabilities and equity $ Dec. 31, 2012 2,340 971 4,594 3,948 1,429 13,282 1,547 150 8,448 9,087 24 1,066 33,604 $ $ $ 2,244 1,718 688 373 2,416 7,439 3,533 2,694 1,686 15,352 $ $ $ $ Sep. 30, 2012 2,883 1,648 4,061 3,837 1,201 13,630 1,162 163 8,378 9,310 16 1,217 33,876 $ $ $ 1,085 1,762 701 371 2,281 6,200 4,916 3,086 1,634 15,836 $ 1,506 1,805 684 301 2,299 6,595 4,852 3,114 1,777 16,338 18,252 $ 18,040 $ 18,141 33,604 $ 33,876 $ 34,479 $ $ 3,029 1,989 4,409 3,842 1,225 14,494 1,400 142 7,939 9,063 47 1,394 34,479 3M Company and Subsidiaries CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in millions) (Unaudited) Nine-months ended September 30, 2013 2012 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 $ (1,122) — 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 Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year $ 3,562 (977) (248) 313 107 NET CASH USED IN INVESTING ACTIVITIES Cash and cash equivalents at end of period 3,824 (938) 29 (702) (2,134) (234) (3,538) 1,197 (1,490) 1,372 (1,307) 64 772 (1,228) 35 (3,643) (714) (22) 96 (543) 2,883 810 2,219 2,340 $ 3,029 3M Company and Subsidiaries SUPPLEMENTAL CASH FLOW AND OTHER SUPPLEMENTAL FINANCIAL INFORMATION (Dollars in millions) (Unaudited) Three-months ended September 30, 2013 2012 Nine-months ended September 30, 2013 2012 NON-GAAP MEASURES Free Cash Flow: Net cash provided by operating activities Purchases of property, plant and equipment $ Free Cash Flow (a) $ (a) 1,151 $ (404) 747 1,345 $ (358) $ 987 $ 3,824 $ (1,122) 2,702 $ 3,562 (977) 2,585 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. September 30, 2013 OTHER NON-GAAP MEASURES: Net Working Capital Turns (b) (b) 2012 4.6 4.7 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) During the first quarter of 2013, 3M completed a realignment of its business segments, as discussed in the following “Business Segments” section, and realigned its geographic area reporting to include Puerto Rico in the United States, rather than in the Latin America/Canada region. The financial information presented herein reflects, for all periods presented, the impact of these realignments. Sales Change Analysis By Geographic Area Volume – organic Price Organic local-currency sales Acquisitions Divestitures Translation Total sales change Three-months ended September 30, 2013 Europe, Middle Latin AsiaEast and America/ Pacific Africa Canada United States 3.7% 0.8 4.5 2.7 (0.1) — 7.1% 7.3% (0.5) 6.8 0.2 — (5.3) 1.7% 3.4% 0.9 4.3 2.2 — 3.1 9.6% 4.9% 5.6 10.5 0.2 — (6.3) 4.4% WorldWide 4.8% 1.0 5.8 1.5 — (1.7) 5.6% Three-months ended September 30, 2013 Worldwide Sales Change Analysis By Business Segment Industrial Safety and Graphics Electronics and Energy Health Care Consumer Organic localcurrency sales Acquisitions 6.2% 8.1% 3.8% 6.8% 4.2% Divestitures 4.1% 0.9% —% —% —% Total sales change Translation —% —% —% —% (0.2)% (1.7)% (2.3)% (1.3)% (1.3)% (1.9)% 8.6% 6.7% 2.5% 5.5% 2.1% Sales Change Analysis By Geographic Area Nine-months ended September 30, 2013 Europe, Middle Latin AsiaEast and America/ Pacific Africa Canada United States Volume – organic Price Organic local-currency sales Acquisitions Divestitures Translation Total sales change 2.1% 0.5 2.6 3.0 (0.1) — 5.5% 4.6% (0.9) 3.7 0.3 — (4.0) —% 1.0% 0.6 1.6 2.2 — 0.8 4.6% WorldWide 3.4% 5.4 8.8 0.4 — (4.8) 4.4% 2.7% 0.7 3.4 1.7 — (1.6) 3.5% Nine-months ended September 30, 2013 Worldwide Sales Change Analysis By Business Segment Industrial Safety and Graphics Electronics and Energy Health Care Consumer Organic localcurrency sales Total Acquisitions 4.2% 4.0% —% 5.5% 3.6% Divestitures 4.1% 1.7% —% 0.1% —% Total sales change Translation —% —% —% —% (0.1)% (1.7)% (2.0)% (1.2)% (1.3)% (1.7)% 6.6% 3.7% (1.2)% 4.3% 1.8% 3M Company and Subsidiaries BUSINESS SEGMENTS (Dollars in millions) (Unaudited) 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. The financial information presented herein reflects, for all periods presented, the impact of this realignment. Refer to 3M’s Current Report on Form 8-K furnished on March 1, 2013 and 3M’s Current Report on Form 8-K filed on May 16, 2013 for additional information concerning the business segment and geographic area realignments effective in the first quarter of 2013. BUSINESS SEGMENT INFORMATION NET SALES (Millions) Three-months ended September 30, 2013 2012 Nine-months ended September 30, 2013 2012 Industrial Safety and Graphics Electronics and Energy Health Care Consumer Corporate and Unallocated Elimination of Dual Credit $ 2,674 $ 1,448 1,449 1,328 1,153 2 (138) 2,462 $ 1,357 1,414 1,259 1,129 1 (125) Total Company $ 7,916 7,497 BUSINESS SEGMENT INFORMATION OPERATING INCOME (Millions) $ $ Three-months ended September 30, 2013 2012 Industrial Safety and Graphics Electronics and Energy Health Care Consumer Corporate and Unallocated Elimination of Dual Credit $ Total Company $ 568 $ 315 300 426 247 (87) (30) 1,739 $ 8,012 $ 4,318 4,066 3,975 3,332 6 (407) 23,302 $ 7,519 4,165 4,118 3,811 3,272 4 (372) 22,517 Nine-months ended September 30, 2013 2012 568 $ 295 291 399 246 (93) (28) 1,678 $ 1,743 $ 983 733 1,247 719 (249) (89) 1,751 997 807 1,212 710 (355) (82) 5,087 5,040 $ 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 88,000 people worldwide and has operations in more than 70 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