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3M CO
FORM
10-K/A
(Amended Annual Report)
Filed 03/27/98 for the Period Ending 12/31/97
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
3M CENTER
BLDG. 220-11W-02
ST PAUL, MN 55144-1000
6517332204
0000066740
MMM
3841 - Surgical and Medical Instruments and Apparatus
Constr. - Supplies & Fixtures
Capital Goods
12/31
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3M CO
FORM 10-K/A
(Amended Annual Report)
Filed 3/27/1998 For Period Ending 12/31/1997
Address
3M CENTER BLDG. 220-11W-02
ST PAUL, Minnesota 55144-1000
Telephone
651-733-2204
CIK
0000066740
Industry
Conglomerates
Sector
Conglomerates
Fiscal Year
12/31
The Minnesota Mining and Manufacturing Company (3M) Form 10-K filed on March 10, 1998 via EDGAR has been amended (Form 10K/A). Restated Financial Data Schedules have been added for the interim periods of 1997 (Exhibit 27.1), for the year and interim periods of
1996, (Exhibit 27.2) and for year 1995 (Exhibit 27.3). Statement of Financial Accounting Standards No. 128, Earnings per Share, required
retroactive restatement and triggered an obligation to file restated Financial Data Schedules. The cover page, exhibit index, signature page, and
the new exhibits follow.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1997
Commission file number 1-3285
MINNESOTA MINING AND MANUFACTURING COMPANY
State of Incorporation: Delaware
I.R.S. Employer Identification No. 41-0417775 Executive offices: 3M Center, St. Paul, Minnesota 55144 Telephone number: (612) 733-1110
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class
Common Stock, Par Value $.50 Per Share
Name of each exchange
on which registered
New York Stock Exchange
Pacific Exchange
Chicago Stock Exchange
Note: The common stock of the registrant is also traded on the Amsterdam Stock Exchange, Swiss stock exchanges and the Tokyo Stock
Exchange.
Securities registered pursuant to section 12(g) of the Act: None
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 X. 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. [ ]
The aggregate market value of voting stock held by nonaffiliates of the registrant, based on the closing price of $83.50 per share as reported on
the New York Stock Exchange- Composite Index on January 30, 1998, was $33.7 billion.
Shares of common stock outstanding at January 31, 1998: 404,042,820.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following documents are incorporated by reference in Parts III and IV of this Form 10-K: (1) Proxy Statement for registrant's 1998
annual meeting, (2) Form 10-Q for period ended June 30, 1987; Form 8-K dated November 20, 1996; Form 8-K dated June 30, 1997, (3)
Registration Nos. 33-48089 and 333-30689.
This document contains 50 pages. The exhibit index is set forth on page 45.
(c) Exhibits:
Incorporated by Reference:
Incorporated by Reference
in the Report From
(3)
(4)
(10)
Restated certificate of incorporation
and bylaws, amended to and
including amendments of
May 12, 1987.
Exhibit (3) to
Form 10-Q
for period ended
June 30, 1987.
Restated certificate of incorporation,
as amended as of May 13, 1997.
Form 8-K dated
June 30, 1997.
Bylaws, as amended as of November 11, 1996.
Form 8-K dated
November 20, 1996.
Instruments defining the rights of security
holders, including debentures:
(a) common stock.
(b) medium-term notes.
Material contracts, management
remuneration:
(a) management stock ownership program.
(b) profit sharing plan, performance
unit plan and other compensation
arrangements.
Exhibit (3) above.
Registration No. 33-48089
on Form S-3.
Exhibit 4 of
Registration No. 333-30689
on Form S-8.
Written description
contained in issuer's
proxy statment for the
1998 annual shareholders'
meeting.
Reference (pages)
Form 10-K
Submitted herewith:
(12)
Calculation of ratio of earnings
to fixed charges.
47
(21)
Subsidiaries of the registrant.
48
(23)
Consent of experts.
49
(24)
Power of attorney.
50
(27) Financial data schedule for the year ended December 31, 1997 (EDGAR filing only).
(27.1) Restated financial data schedule for the interim periods of 1997 (EDGAR filing only).
(27.2) Restated financial data schedule for the year and interim periods of 1996 (EDGAR filing only).
(27.3) Restated financial data schedule for the year 1995 (EDGAR filing only).
SIGNATURES
Pursuant to the requirements of Section 13 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.
MINNESOTA MINING AND MANUFACTURING COMPANY
By
/s/ Giulio Agostini
Giulio Agostini, Senior Vice President
Principal Financial and Accounting Officer
March 10, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on March 10, 1998.
Signature
Title
Livio D. DeSimone
Chairman of the Board and
Chief Executive Officer, Director
Ronald O. Baukol
Edward A. Brennan
Edward R. McCracken
W. George Meredith
Ronald A. Mitsch
Allen E. Murray
Aulana L. Peters
Rozanne L. Ridgway
Frank Shrontz
F. Alan Smith
Louis W. Sullivan
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Roger P. Smith, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the other persons
named, filed with the Securities and Exchange Commission on behalf of such other persons, all in the capacities and on the date stated, such
persons constituting a majority of the directors of the company.
By
/s/ Roger P. Smith
Roger P. Smith, Attorney-in-Fact
ARTICLE 5
THIS RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES. THIS SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH CONSOLIDATED FINANCIAL STATEMENTS AND NOTES.
RESTATED:
MULTIPLIER: 1,000,000
PERIOD TYPE
FISCAL YEAR END
PERIOD END
CASH
SECURITIES
RECEIVABLES
ALLOWANCES
INVENTORY
CURRENT ASSETS
PP&E
DEPRECIATION
TOTAL ASSETS
CURRENT LIABILITIES
BONDS
PREFERRED MANDATORY
PREFERRED
COMMON
OTHER SE
TOTAL LIABILITY AND EQUITY
SALES
TOTAL REVENUES
CGS
TOTAL COSTS
OTHER EXPENSES
LOSS PROVISION
INTEREST EXPENSE
INCOME PRETAX
INCOME TAX
INCOME CONTINUING
DISCONTINUED
EXTRAORDINARY
CHANGES
NET INCOME
EPS PRIMARY
EPS DILUTED
9 MOS
DEC 31 1997
SEP 30 1997
306
222
2,640
0
2,373
6,623
12,031
7,117
13,421
3,483
1,131
0
0
236
6,088
13,421
11,357
11,357
6,418
6,418
0
0
74
2,851
1,035
1,755
0
0
0
1,755
4.23
4.17
6 MOS
DEC 31 1997
JUN 30 1997
391
121
2,668
0
2,370
6,718
12,217
7,241
13,594
3,535
1,118
0
0
236
6,113
13,594
7,531
7,531
4,245
4,245
0
0
51
1,357
486
828
0
0
0
828
1.99
1.96
3 MOS
DEC 31 1997
MAR 31 1997
373
163
2,612
0
2,304
6,437
11,985
7,159
13,296
3,685
831
0
0
296
5,940
13,296
3,714
3,714
2,089
2,089
0
0
23
677
244
410
0
0
0
410
.99
.97
ARTICLE 5
THIS RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES. THIS SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH CONSOLIDATED FINANCIAL STATEMENTS AND NOTES. CERTAIN RECLASSIFICATIONS HAVE BEEN MADE TO 1996
BALANCE SHEET AMOUNTS TO CONFORM WITH THE 1997 YEAR PRESENTATION.
RESTATED:
MULTIPLIER: 1,000,000
PERIOD TYPE
FISCAL YEAR END
PERIOD END
CASH
SECURITIES
RECEIVABLES
ALLOWANCES
INVENTORY
CURRENT ASSETS
PP&E
DEPRECIATION
TOTAL ASSETS
CURRENT LIABILITIES
BONDS
PREFERRED MANDATORY
PREFERRED
COMMON
OTHER SE
TOTAL LIABILITY AND EQUITY
SALES
TOTAL REVENUES
CGS
TOTAL COSTS
OTHER EXPENSES
LOSS PROVISION
INTEREST EXPENSE
INCOME PRETAX
INCOME TAX
INCOME CONTINUING
DISCONTINUED
EXTRAORDINARY
CHANGES
NET INCOME
EPS PRIMARY
EPS DILUTED
12 MOS
DEC 31 1996
DEC 31 1996
583
161
2,504
0
2,264
6,486
12,050
7,206
13,364
3,606
851
0
0
296
5,988
13,364
14,236
14,236
8,099
8,099
0
0
79
2,479
886
1,516
10
0
0
1,526
3.65
3.62
9 MOS
DEC 31 1996
SEP 30 1996
584
201
2,741
0
2,256
7,044
11,873
7,120
13,689
4,175
691
0
0
296
5,999
13,689
10,613
10,613
6,045
6,045
0
0
54
1,862
670
1,141
0
0
0
1,141
2.73
2.70
6 MOS
DEC 31 1996
JUN 30 1996
633
184
2,613
0
2,136
6,642
11,408
6,794
13,211
3,804
681
0
0
296
5,799
13,211
6,990
6,990
3,976
3,976
0
0
32
1,229
449
743
0
0
0
743
1.78
1.76
3 MOS
DEC 31 1996
MAR 31 1996
527
187
2,539
0
2,137
6,452
11,339
6,714
14,123
3,688
984
0
0
296
6,677
14,123
3,468
3,468
1,990
1,990
0
0
17
598
218
362
0
0
0
362
.87
.86
ARTICLE 5
THIS RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES. THIS SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH CONSOLIDATED FINANCIAL STATEMENTS AND NOTES. CERTAIN RECLASSIFICATIONS HAVE BEEN MADE TO
DECEMBER 31, 1995, BALANCE SHEET AMOUNTS TO CONFORM WITH THE 1997 YEAR PRESENTATION.
RESTATED:
MULTIPLIER: 1,000,000
PERIOD TYPE
FISCAL YEAR END
PERIOD END
CASH
SECURITIES
RECEIVABLES
ALLOWANCES
INVENTORY
CURRENT ASSETS
PP&E
DEPRECIATION
TOTAL ASSETS
CURRENT LIABILITIES
BONDS
PREFERRED MANDATORY
PREFERRED
COMMON
OTHER SE
TOTAL LIABILITY AND EQUITY
SALES
TOTAL REVENUES
CGS
TOTAL COSTS
OTHER EXPENSES
LOSS PROVISION
INTEREST EXPENSE
INCOME PRETAX
INCOME TAX
INCOME CONTINUING
DISCONTINUED
EXTRAORDINARY
CHANGES
NET INCOME
EPS PRIMARY
EPS DILUTED
12 MOS
DEC 31 1995
DEC 31 1995
485
287
2,398
0
2,206
6,395
11,234
6,596
14,183
3,548
1,203
0
0
296
6,588
14,183
13,460
13,460
7,720
7,720
0
0
102
2,168
785
1,306
(330)
0
0
976
2.32
2.31
End of Filing
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