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Purchase and Sale of Subsidiary Shares and Transfers of Ownership Interests Involving Non-Wholly Owned
Subsidiaries
As discussed in Note 2, in early March 2011, 3M acquired a controlling interest in Winterthur Technologie AG
(Winterthur), making Winterthur a consolidated subsidiary as of that business acquisition date. Subsequent to this
business acquisition date, 3M purchased additional outstanding shares of its Winterthur subsidiary increasing 3M’s
ownership interest from approximately 86 percent as of the business acquisition date to 100 percent as of December 31,
2011. The $57 million of cash paid in 2011 as a result of these additional purchases of Winterthur shares was classified
as other financing activity in the consolidated statement of cash flows. These additional purchases did not result in a
material transfer from noncontrolling interest to 3M Company shareholders’ equity. In addition, during 2011, 3M sold a
noncontrolling interest in a newly formed subsidiary for an immaterial amount, which was also classified as other financing
activity in the consolidated statement of cash flows.
During the second half of 2009 and the first half of 2010, 3M effected a purchase of subsidiary shares and transfers of
ownership interests to align activities in Japan and to simplify the Company’s ownership structure. As a result of these
activities, beginning in June 2010 the Company has a wholly owned subsidiary in the region in addition to its majority
owned Sumitomo 3M Limited entity (Sumitomo 3M). Because the Company retained its controlling interest in the
subsidiaries involved, these activities resulted in changes to 3M Company shareholders’ equity and noncontrolling
interest. These activities included the following:
During the second half of 2009, a wholly owned subsidiary that, in turn, owned a portion of the Company’s
majority owned Sumitomo 3M, was transferred to another subsidiary (referred to herein as 3M HC) that was
majority, rather than wholly, owned. Sumitomo 3M also owned a portion of 3M HC. As a result of the transaction,
3M’s effective ownership in Sumitomo 3M was reduced from 75 percent to 71.5 percent. The transfer resulted in a
decrease in 3M Company shareholders’ equity and an increase in noncontrolling interest of $81 million in the
second half of 2009.
During the first quarter of 2010, majority owned 3M HC which, as a result of the transfer above owned a portion of
the Company’s majority owned Sumitomo 3M, transferred this interest to Sumitomo 3M. In addition, Sumitomo 3M
purchased a portion of its shares held by its noncontrolling interest, Sumitomo Electric Industries, Ltd. (SEI), by
paying cash of 5.8 billion Japanese Yen and entering into a note payable to SEI of 17.4 billion Japanese Yen
(approximately $63 million and $188 million, respectively, based on applicable exchange rates at that time). As a
result of these transactions, 3M’s effective ownership in Sumitomo 3M was increased from 71.5 percent to 75
percent. The cash paid as a result of the purchase of Sumitomo 3M shares from SEI was classified as other
financing activity in the consolidated statement of cash flows. The remainder of the purchase financed by the note
payable to SEI was considered non-cash financing activity in the first quarter of 2010. These transactions resulted
in an increase in 3M Company shareholders’ equity of $22 million and a decrease in noncontrolling interest of
$278 million in the first quarter of 2010.
During the second quarter of 2010, majority owned Sumitomo 3M transferred its interest in 3M HC to 3M HC. As a
result of this transaction, 3M HC became wholly owned by the Company. The transfer resulted in an increase in
3M Company shareholders’ equity and a decrease in noncontrolling interest of $24 million in the second quarter
of 2010.
3M also acquired the remaining noncontrolling interest of a previously majority owned subsidiary for an immaterial amount
during the first half of 2010. In addition, as discussed in Note 2, in October 2010 3M acquired a controlling interest in
Cogent Inc. via a tender offer and in December 2010 completed a second-step merger for the same amount per
outstanding share as the tender offer, thereby acquiring the remaining noncontrolling interest in Cogent Inc. The resulting
October 2010 increase and December 2010 decrease in noncontrolling interest associated with the Cogent Inc.
transactions are presented netting to zero with respect to the amount impacting noncontrolling interest in the consolidated
statement of changes in equity. However, the December 2010 transaction resulted in an immaterial transfer from
noncontrolling interest to 3M Company shareholders’ equity.
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