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DOCUMENT: a19-11381_18k.htm

 

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): June 11, 2019

 

 

3M COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

File No. 1-3285

 

41-0417775

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

3M Center, St. Paul, Minnesota

 

 

 

55144-1000

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

(Registrant’s Telephone Number, Including Area Code) (651) 733-1110

 

Not Applicable

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $.01 Per Share

 

MMM

 

New York Stock Exchange, Inc.

 

 

MMM

 

Chicago Stock Exchange, Inc.

1.500% Notes due 2026

 

MMM26

 

New York Stock Exchange, Inc.

Floating Rate Notes due 2020

 

 

 

New York Stock Exchange, Inc.

0.375% Notes due 2022

 

MMM22A

 

New York Stock Exchange, Inc.

0.950% Notes due 2023

 

MMM23

 

New York Stock Exchange, Inc.

1.750% Notes due 2030

 

MMM30

 

New York Stock Exchange, Inc.

1.500% Notes due 2031

 

MMM31

 

New York Stock Exchange, Inc.

 

Note: The common stock of the Registrant is also traded on the SWX Swiss Exchange.

 

Securities registered pursuant to section 12(g) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company    o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act.     ¨

 


 

Item 7.01.  Regulation FD

 

As previously disclosed in our SEC filings, 3M continually reviews factors and changes that could lead to a deconsolidation of its Venezuelan subsidiary, such as the ability to access various exchange mechanisms, the impact of government regulations on our ability to manage our subsidiary’s capital structure, purchasing, product pricing, and labor relations, and the current political and economic situation within the country.

 

In light of continuing challenging circumstances in Venezuela, including its unstable environment and heightened unrest that have led to a sustained lack of demand, and our expectation that these circumstances will continue for the foreseeable future, 3M has concluded that it no longer meets the criteria of control to continue consolidating its Venezuelan operations, and therefore deconsolidated its Venezuelan subsidiary as of May 31, 2019. 3M notified relevant employees today that it has suspended local operations of this subsidiary for the foreseeable future.

 

The deconsolidation results in a pre-tax charge of approximately $160 million, or $0.27 per diluted share, in the second quarter of 2019. This charge was not part of the “2019 Updated Outlook” for full-year earnings expectations projected in the Company’s first quarter earnings release dated April 25, 2019.  While reporting GAAP-basis results, 3M also expects to provide certain non-GAAP income and earnings per share measures that will exclude the charge associated with this deconsolidation.

 

There is no economic impact to 3M from the deconsolidation of the subsidiary. The operations were immaterial to 3M’s overall operations. The charge is non-cash and primarily relates to foreign currency translation losses previously included in accumulated other comprehensive losses associated with foreign currency movements before Venezuela was accounted for as a highly inflationary economy.

 

Forward-Looking Statements

This Current Report 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,” “aim,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “could,” “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, political, regulatory, capital markets  and other external conditions and other factors beyond the Company’s control, including natural and other disasters or climate change 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) operational execution, including scenarios where the Company generates 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; (10) financial market risks that may affect the Company’s funding obligations under defined benefit pension and postretirement plans; and (11) 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 Dec. 31, 2018, and any 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 Reports). The information contained in this Current Report is as of the date indicated. The Company assumes no obligation to update any forward-looking statements contained in this Current Report as a result of new information or future events or developments.

 


 

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/ Ivan K. Fong

 

 

Ivan K. Fong,

Senior Vice President, General Counsel & Secretary

 

 

 

 

 

 

Dated: June 11, 2019

 

 

 


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