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 (Date of earliest event reported): May 16, 2013
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
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File No. 1-3285 |
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41-0417775 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification No.) |
3M Center, St. Paul, Minnesota |
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55144-1000 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(651) 733-1110
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
This Current Report on Form 8-K updates 3Ms Annual Report on Form 10-K for the year ended December 31, 2012 (3Ms 2012 Annual Report) to reflect the following:
· During the first quarter of 2013, 3M completed a realignment of its business groups (segments) to better serve its global markets and customers. In addition, 3M realigned its geographic area reporting to include Puerto Rico in the United States, rather than in the Latin America/Canada region. This Current Report on Form 8-K has been updated to reflect reclassified historical business segment and geographic area information for these realignments. The Company did not operate under the realigned business segment or geographic area structure for any of these prior periods and began 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, 2013.
· The adoption of ASU No. 2011-11, Disclosures About Offsetting Assets and Liabilities and ASU No. 2013-01, Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities, which became effective January 1, 2013 (discussed in Notes 1 and 11). Therefore, the disclosure requirements have been applied retrospectively to all periods presented.
· The adoption of ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which became effective January 1, 2013 (discussed in Notes 1 and 5). Therefore, the presentation and disclosure requirements have been applied retrospectively to all periods presented.
The preceding information is all furnished hereunder as Exhibit 99 and incorporated herein by reference.
Additional detail follows for the business segment and geographic area realignments.
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 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 within and across certain business segments.
In addition to the above, there were also changes to dual credit amounts as a result of 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 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.
Geographic area information is used by the Company as a secondary performance measure to manage its businesses. Export sales and certain income and expense items are generally reported within the geographic area where the final sales to 3M customers are made. During the first quarter of 2013, 3M realigned its geographic area reporting to include Puerto Rico in the United States, rather than in the Latin America/Canada region.
Item 9.01 of this Current Report on Form 8-K updates the information contained in 3Ms 2012 Annual Report to reflect 3Ms realignment of its business segments and geographic areas, which were effective during the first quarter of 2013. Updates provided in this Form 8-K are contained in Part I, Item 1, Business and Part II, Item 8, Financial Statements and
Supplementary Data (specifically Note 3, Goodwill and Intangible Assets, Note 15, Business Segments, and Note 16, Geographic Areas). 3M also updated Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, to reflect the impact of the business segment and geographic area realignments. Information for all periods presented herein reflects the impact of these realignments. In addition, Note 1 (Significant Accounting Policies), Note 5 (Supplemental Equity and Comprehensive Information) and Note 11 (Derivatives) have been updated to retrospectively apply the presentation and disclosure requirements of certain accounting standards which became effective January 1, 2013.
By virtue of this Current Report, the Company will be able to incorporate the updated information by reference into future registration statements or post-effective amendments to existing registration statements. This Current Report does not update for other changes since the filing of the 2012 Annual Report (e.g. new developments in commitments and contingencies). For significant developments since the filing of the 2012 Annual Report, refer to subsequent 2013 Quarterly Reports on Form 10-Q.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. |
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Description |
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12 |
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Calculation of Ratio of Earnings to Fixed Charges |
23 |
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Consent of Independent Registered Public Accounting Firm |
99 |
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Updates, where applicable, to 3Ms 2012 Annual Report on Form 10-K include: |
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Part I, Item 1, Business |
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Part I, Item 1A, Risk Factors |
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Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk |
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Part II, Item 8, Financial Statements and Supplementary Data |
101 |
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The following financial information from 3M Companys Current Report on Form 8-K for the year ended December 31, 2012, filed with the SEC on May 16, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statement of Income for the years ended December 31, 2012, 2011 and 2010, (ii) the Consolidated Statement of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iii) the Consolidated Balance Sheet as of December 31, 2012 and 2011, (iv) the Consolidated Statement of Changes in Equity for the years ended December 31, 2012, 2011 and 2010, (v) the Consolidated Statement of Cash Flows for the years ended December 31, 2012, 2011 and 2010, and (vi) Notes to Consolidated Financial Statements. |
SIGNATURES
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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(Registrant) | |
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Date: May 16, 2013 |
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By: |
/s/ David W. Meline |
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David W. Meline, |
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Senior Vice President and Chief Financial Officer |
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(Mr. Meline is the Principal Financial Officer and has |
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been duly authorized to sign on behalf of the Registrant) |