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):  March 18, 2019

 

3M COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

File No. 1-3285

 

41-0417775

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

3M Center, St. Paul, Minnesota

 

55144-1000

(Address of Principal Executive Offices)

 

(Zip Code)

 

(651) 733-1110

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

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))

 

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.  o

 

 

 

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Board of Directors of 3M Company appointed Teri Reinseth as the Company’s Vice President, Corporate Controller and Chief Accounting Officer, effective April 1, 2019. Ms. Reinseth replaces Ippocratis Vrohidis who has been appointed to another leadership position in the Company, also effective April 1, 2019.  Ms. Reinseth, 46, has served as the Company’s Finance Director of the Safety & Graphics Business Group since March 2015.  Since joining the Company in 2005, Ms. Reinseth worked as financial manager in the Company’s Global Financial Accounting Center and has held financial management positions in several businesses in the Company’s Health Care Business Group.

 

Item 8.01 Other Events

 

On March 18, 2019, the Company issued a press release announcing the realignment from five to four business groups to better serve our customers, and better align our businesses to their markets. The new business groups — which are organized around customers and go-to-market strategies — are:

 

·                   Safety & Industrial: This segment includes businesses that serve the global industrial, electrical and safety markets. This business segment will consist of personal safety, adhesives and tapes, abrasives, closure and masking systems, electrical markets, automotive aftermarket, and roofing granules. This segment will have estimated annual revenue of $12 billion.

 

·                   Transportation & Electronics: This segment includes businesses that serve global transportation and electronic OEM customers. This business segment will consist of electronics (display materials and systems, electronic materials solutions), automotive and aerospace, commercial solutions, advanced materials, and transportation safety. This segment will have estimated annual revenue of $10 billion.

 

·                   Health Care: This business segment serves the global healthcare industry and will include medical solutions, oral care, separation and purification sciences, health information systems, drug delivery systems, and food safety. This segment will have estimated annual revenue of $7 billion.

 

·                   Consumer: This business serves global consumers and consists of home improvement, stationery and office supplies, home care, and consumer health care. Home improvement will also include the retail auto care business that was previously a part of the company’s automotive aftermarket business. This segment will have estimated annual revenue of $5 billion.

 

3M will start reporting its financial results under this new structure starting with the second quarter 2019. The Company will establish a Program Management Office to lead the additional work throughout the course of the year to transition 3M to a new, simplified global business-group-led operating model.

 

Additional details on the new business model and executive appointments are described in the press release. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.

 

2

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit

 

Description of

Number

 

Exhibit

 

 

 

99.1

 

Press Release issued by 3M Company on March 18, 2019

 

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/ Gregg M. Larson

 

 

Gregg M. Larson,

 

 

Vice President, Deputy General Counsel and Secretary

Dated: March 18, 2019

 

 

 

3

Exhibit 99.1

 

For Immediate Release

 

3M Announces New Business Segments and Leadership Appointments

 

New Structure Increases Customer Focus, Agility and Productivity

 

ST. PAUL, Minn.— March 18, 2019 — 3M today announced the realignment of the company from five to four business segments. The new alignment will enable the company to better serve global customers and markets.

 

“We are continuing to advance 3M into the future, and today’s actions will strengthen our ability to meet the fast-moving needs of our customers,” said 3M CEO Mike Roman. “Our new alignment will leverage our business transformation progress, accelerate growth and deliver greater operational efficiencies.”

 

The new structure will be comprised of four business segments: Safety & Industrial, Transportation & Electronics, Health Care, and Consumer.

 

·   Safety & Industrial: This segment includes businesses that serve the global industrial, electrical and safety markets. This business segment will consist of personal safety, adhesives and tapes, abrasives, closure and masking systems, electrical markets, automotive aftermarket, and roofing granules. This segment will have estimated annual revenue of $12 billion.

 

·   Transportation & Electronics: This segment includes businesses that serve global transportation and electronic original equipment manufacturer (OEM) customers. This business segment will consist of electronics (display materials and systems, electronic materials solutions), automotive and aerospace, commercial solutions, advanced materials, and transportation safety. This segment will have estimated annual revenue of $10 billion.

 

·   Health Care: This business segment serves the global healthcare industry and will include medical solutions, oral care, separation and purification sciences, health information systems, drug delivery systems, and food safety. This segment will have estimated annual revenue of $7 billion.

 

·   Consumer: This business serves global consumers and consists of home improvement, stationery and office supplies, home care, and consumer health care. Home improvement will also include the retail auto care business that was previously a part of the company’s automotive aftermarket business. This segment will have estimated annual revenue of $5 billion.

 

This new segment structure strengthens the company’s four strategic priorities — Portfolio, Innovation, Transformation, and People and Culture — and positions 3M for long-term growth and value creation. These priorities are key components of the 3M value model and how the company drives performance today and into the future. 3M will start reporting its financial results under this new structure starting with the second quarter of 2019.

 

 

3M also announced the following leadership appointments effective April 1, 2019:

 

·   Michael Vale is appointed executive vice president, Safety & Industrial Business Group. Vale currently is executive vice president, Health Care Business Group.

 

·   Ashish Khandpur, is appointed executive vice president, Transportation & Electronics Business Group. Khandpur currently is executive vice president, Electronics & Energy Business Group.

 

·   Mojdeh Poul is appointed executive vice president, Health Care Business Group. Poul currently is executive vice president, Safety & Graphics Business Group.

 

·   Paul Keel is appointed executive vice president, Consumer Business Group. Keel currently is senior vice president, Business Development and Marketing-Sales.

 

·   Denise Rutherford is appointed senior vice president, Corporate Affairs. Rutherford currently is vice president, Research & Development and Commercialization, Industrial Business Group. She has led businesses and functions around the world including in Asia and Latin America. Rutherford earned her Ph.D. from Colorado State and holds bachelor’s and master’s degrees from Murray State.

 

·   Stephen Shafer is appointed senior vice president, Business Development and Marketing-Sales. Shafer currently is vice president Greater China Area of 3M and managing director of 3M China. His previous experience includes leading 3M’s business transformation deployment, and leadership roles in business and strategy. Shafer earned his MBA from Harvard Business School and his bachelor’s degree from Northwestern.

 

“3M has a highly talented and diverse group of leaders, and today’s appointments position us well for the future,” Roman said. “I have confidence in each of these leaders as they take on new and expanded roles, and look forward to working with them to create greater value for customers, shareholders and 3M.”

 

In addition, James Bauman, executive vice president, Industrial Business Group, and Joaquin Delgado, executive vice president, Consumer Business Group, have announced their intention to retire.

 

“Throughout their distinguished careers, Jim and Joaquin have built and led businesses, developed others and created tremendous value for our customers,” Roman continued. “On behalf of all 3Mers, I thank Jim and Joaquin for their contributions, and wish them well in the future.”

 

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,” “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, and capital markets 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) 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; (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 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.

 

About 3M
At 3M, we apply science in collaborative ways to improve lives daily. With $33 billion in sales, our 93,000 employees connect with customers all around the world.

 

Contact:

 

3M Investor Contacts:
Bruce Jermeland, 651-733-1807
Tony Riter, 651-733-1141
or
3M Media Contact:
Lori Anderson, 651-733-0831