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 http://www.edgar-online.com © Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. 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 © 2005 | EDGAR Online, Inc.