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Cover and table of contents

10-K 1 mmm-20181231x10k.htm 10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

Commission file number 1-3285

3M COMPANY

State of Incorporation: DelawareI.R.S. Employer Identification No. 41-0417775

Principal executive offices: 3M Center, St. Paul, Minnesota 55144

Telephone number: (651) 733-1110

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each className of each exchange on which registered
Common Stock, Par Value $.01 Per Share 1.500% Notes due 2026 Floating Rate Notes due 2020 0.375% Notes due 2022 0.950% Notes due 2023 1.750% Notes due 2030 1.500% Notes due 2031New York Stock Exchange, Inc. Chicago Stock Exchange, Inc. New York Stock Exchange, Inc. New York Stock Exchange, Inc. New York Stock Exchange, Inc. New York Stock Exchange, Inc. New York Stock Exchange, Inc. 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 if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this

Form 10-K. ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☐Emerging growth company ☐

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting stock held by nonaffiliates of the Registrant, computed by reference to the closing price and shares outstanding, was approximately $115.3 billion as of January 31, 2019 (approximately $115.4 billion as of June 30, 2018, the last business day of the Registrant’s most recently completed second quarter).

Shares of common stock outstanding at January 31, 2019: 575.8 million

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Company’s definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of December 31, 2018) for its annual meeting to be held on May 14, 2019, are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

3M COMPANY

FORM 10-K

For the Year Ended December 31, 2018

Pursuant to Part IV, Item 16, a summary of Form 10-K content follows, including hyperlinked cross-references (in the EDGAR filing). This allows users to easily locate the corresponding items in Form 10-K, where the disclosure is fully presented. The summary does not include certain Part III information that will be incorporated by reference from the proxy statement, which will be filed after this Form 10-K filing.

Beginning Page
PART I
ITEM 1Business4
ITEM 1ARisk Factors10
ITEM 1BUnresolved Staff Comments12
ITEM 2Properties12
ITEM 3Legal Proceedings12
ITEM 4Mine Safety Disclosures12
PART II
ITEM 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities13
ITEM 6Selected Financial Data14
ITEM 7Management’s Discussion and Analysis of Financial Condition and Results of Operations15
MD&A is designed to provide a reader of 3M’s financial statements with a narrative from the perspective of management. 3M’s MD&A is presented in eight sections:
Overview15
Results of Operations27
Performance by Business Segment32
Performance by Geographic Area38
Critical Accounting Estimates39
New Accounting Pronouncements42
Financial Condition and Liquidity43
Financial Instruments50
ITEM 7AQuantitative and Qualitative Disclosures About Market Risk51
ITEM 8Financial Statements and Supplementary Data52
Index to Financial Statements52
Management’s Responsibility for Financial Reporting52
Management’s Report on Internal Control Over Financial Reporting53
Report of Independent Registered Public Accounting Firm54
Consolidated Statement of Income for the years ended December 31, 2018, 2017 and 201656
Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 201657
Consolidated Balance Sheet at December 31, 2018 and 201758
Beginning Page
ITEM 8Financial Statements and Supplementary Data (continued)
Consolidated Statement of Changes in Equity for the years ended December 31, 2018, 2017 and 201659
Consolidated Statement of Cash Flows for the years ended December 31, 2018, 2017 and 201660
Notes to Consolidated Financial Statements61
Note 1. Significant Accounting Policies61
Note 2. Revenue71
Note 3. Acquisitions and Divestitures73
Note 4. Goodwill and Intangible Assets76
Note 5. Restructuring Actions78
Note 6. Supplemental Income Statement Information80
Note 7. Supplemental Balance Sheet Information81
Note 8. Supplemental Equity and Comprehensive Income Information82
Note 9. Supplemental Cash Flow Information83
Note 10. Income Taxes84
Note 11. Marketable Securities87
Note 12. Long-Term Debt and Short-Term Borrowings88
Note 13. Pension and Postretirement Benefit Plans90
Note 14. Derivatives99
Note 15. Fair Value Measurements106
Note 16. Commitments and Contingencies109
Note 17. Stock-Based Compensation121
Note 18. Business Segments124
Note 19. Geographic Areas127
Note 20. Quarterly Data (Unaudited)127
ITEM 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure128
ITEM 9AControls and Procedures128
ITEM 9BOther Information128
PART III
ITEM 10Directors, Executive Officers and Corporate Governance129
ITEM 11Executive Compensation129
ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters130
ITEM 13Certain Relationships and Related Transactions, and Director Independence130
ITEM 14Principal Accounting Fees and Services130
PART IV
ITEM 15Exhibits, Financial Statement Schedules131
ITEM 16Form 10-K Summary133

3M COMPANY

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 2018

PART I

Next: Item 1. Business.