UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended March 31, 1994 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
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 .
On March 31, 1994, there were 423,572,792 shares of the
Registrant's common
stock outstanding.
This document contains 16 pages.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
CONSOLIDATED STATEMENT OF INCOME
(Amounts in millions, except per-share data)
(Unaudited)
Three months ended
March 31
1994 1993
Net Sales $3,632 $3,517
Operating Expenses
Cost of goods sold 2,168 2,112
Selling, general
and administrative
expenses 915 875
Total 3,083 2,987
Operating Income 549 530
Other Income and Expense
Interest expense 17 11
Investment and other
income - net (5) (9)
Implant litigation
- net 35 -
Total 47 2
Income Before
Income Taxes
and Minority Interest 502 528
Provision For
Income Taxes 181 188
Minority Interest 15 10
Net Income $ 306 $ 330
Average Number of Common
Shares Outstanding 426.7 437.7
Earnings Per Share $ .72 $ .75
Cash dividends declared
and paid per share $ .440 $ .415
Share and per-share data reflect the two-for-one stock split
effective March 15, 1994.
The Notes to Financial Statements are an integral part of this
statement.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in millions)
March 31,
1994
December 31,
ASSETS (Unaudited)
1993
Current Assets
Cash and cash equivalents $ 390 $
274
Other securities 356
382
Accounts receivable - net 2,795
2,610
Inventories
Finished goods 1,269
1,246
Work in process 635
604
Raw materials and supplies 572
551
Total inventories 2,476
2,401
Other current assets 746
696
Total current assets 6,763
6,363
Investments 476
455
Property, Plant and Equipment 11,801
11,488
Less accumulated depreciation (6,913)
(6,658)
Property, plant and equipment - net 4,888
4,830
Other Assets 897
549
Total $13,024
$12,197
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 882 $
878
Income taxes 233
290
Short-term debt 1,138
697
Other current liabilities 1,408
1,417
Total current liabilities 3,661
3,282
Other Liabilities 2,168
1,607
Long-term Debt 811
796
Stockholders' Equity
Common stock, no par, 472,016,528
shares issued 296
296
Retained earnings 8,602
8,500
Unearned compensation - ESOP (474)
(479)
Cumulative translation - net (251)
(331)
Net unrealized loss - debt & equity securities (5)
-
Less cost of treasury stock -
March 31, 1994, 48,443,736 shares;
December 31, 1993, 42,537,890 shares (1,784)
(1,474)
Stockholders' Equity - net 6,384
6,512
Total $13,024
$12,197
Share data reflect the two-for-one stock split effective March
15, 1994.
The Notes to Financial Statements are an integral part of this
statement.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(Unaudited)
Three months
ended
March 31
1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 306 $ 330
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 265 253
Working capital and other changes (135)
(62)
Net cash provided by operating activities 436 521
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (243)
(253)
Proceeds from sale of property, plant and equipment 11 19
Other (23)
(4)
Net cash used in investing activities (255)
(238)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term debt 392
(102)
Repayment of long-term debt (49)
(25)
Proceeds from long-term debt 101 5
Purchases of treasury stock (366)
(115)
Reissuances of treasury stock 40 62
Payment of dividends (188)
(182)
Net cash used in financing activities (70)
(357)
Effect of exchange rate changes on cash 5 1
Net increase (decrease) in cash and
cash equivalents 116
(73)
Cash and cash equivalents at beginning of year 274 382
Cash and cash equivalents at end of period $ 390 $ 309
The Notes to Financial Statements are an integral part of this
statement.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The interim financial statements are unaudited but, in the
opinion of
management, reflect all adjustments necessary for a fair
presentation
of financial position, results of operations and cash flows
for such
periods. These adjustments consist of normal, recurring items.
The
results of operations for any interim period are not
necessarily
indicative of results for the full year. The condensed
consolidated
financial statements and notes are presented as permitted by
Form 10-Q
and do not contain certain information included in the
company's
annual consolidated financial statements and notes. This Form
10-Q
should be read in conjunction with the company's consolidated
financial statements and notes included in the 1993 Annual
Report on
Form 10-K.
The share and per-share data contained in this Form 10-Q
reflect the
two-for-one common stock split effective March 15, 1994.
Effective January 1, 1994, the company adopted SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities."
This adoption will have no impact on the company's results of
operations. The unrealized gains and losses for
available-for-sale
debt and equity securities are separately disclosed as a
component of
stockholders' equity. The following accounting policies are
updated
from the 1993 Form 10-K as follows:
OTHER SECURITIES: Other securities consist of marketable
securities and interest-bearing bank deposits with varied
maturity
dates. These securities are employed in the company's
banking,
captive insurance and cash management operations. Other
securities
classified as available-for-sale are reported at fair value
and held-
to-maturity securities are reported at amortized cost.
INVESTMENTS: Investments primarily include assets from
captive
insurance and banking operations and from venture capital
investments.
Investments classified as available-for-sale are reported
at fair value and held-to-maturity investments are reported
at
amortized cost. Other investments are stated at cost, which
approximates fair value.
Also effective January 1, 1994, the company adopted FASB
Interpretation Number (FIN) 39 which requires gross reporting
for
environmental and other liabilities, and any related
insurance
receivable assets. The presentation of liabilities net of
claims for
recovery is no longer appropriate. The impact of this adoption
was to
increase primarily "Other Assets" and "Other Liabilities" from
year-
end 1993 balances.
The earnings for the quarter were negatively impacted by a
previously
announced net pre-tax charge of $35 million relating to
mammary implant
litigation. This charge reflected the company's participation
in the
multi-billion dollar global settlement, other mammary
implant
litigation, and probable insurance recoveries. The company in
the
first quarter of 1994 accrued a liability having a net present
value
of $308 million to cover probable liabilities and expenses and
also
recorded a receivable, primarily on the "Other Assets" line of
the
Consolidated Balance Sheet, having a nominal value of $273
million for
probable insurance recoveries. The result of these accounting
entries
was a net pre-tax charge to first quarter 1994 earnings of $35
million
($22 million after taxes, or 5 cents per share). See Part II,
Item 1,
Legal Proceedings, for additional information on this topic.
On March 29, 1994, the company issued a $100 million
medium-term note
at the 5-year treasury rate plus 25 basis points (6.25%), and
put it
on a cancelable swap to average LIBOR floating. On an all-in
basis,
the rate will average LIBOR less 27 basis points for two
years, or for
five years if the swap is not canceled. If the swap is
canceled, the
company will pay 6.18 percent fixed for the final three years.
Coopers & Lybrand, the company's independent accountants,
have
performed a review of the unaudited interim financial
statements
included herein and their report thereon accompanies this
filing.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
All share and per-share data reflect the two-for-one stock
split
effective March 15, 1994.
Worldwide sales for the first quarter totaled $3.632 billion,
an
increase of 3.2 percent from $3.517 billion in the first
quarter last
year. Net income decreased 7.3 percent to $306 million, or
$.72 per
share, compared with $330 million, or $.75 per share, in the
same
quarter last year.
Worldwide selling prices declined about 2 percent compared to
the
first quarter of 1993. U.S. prices declined about 3 percent,
while
international prices declined about 2 percent. These price
declines
were mainly because of competition in the Memory Technologies
Group.
Currency translation decreased worldwide sales by about 1
percent.
In the United States, the company's unit sales rose about 7
percent
compared with the first quarter last year. The Information,
Imaging
and Electronic Sector led U.S. volume growth with strong gains
in its
memory technologies and electro-telecommunications businesses.
The
Industrial and Consumer Sector had solid gains in its
abrasives, tape,
automotive repair and specialty chemical businesses. Volume
also
increased in the Life Sciences Sector with solid growth in the
traffic
and personal safety businesses.
Internationally, unit volume increased about 5 percent.
Volume rose
about 3 percent in Europe with increases in the United
Kingdom, Spain
and France partially offset by declines in Germany and Italy.
In the
Asia Pacific area, volume was up about 9 percent. Volume in
Japan was
up only 3 percent, but volume growth in the rest of Asia was
up more
than 20 percent. In Latin America, volume was up about 13
percent,
continuing a series of solid gains there. Africa also
reported a
strong volume gain, while Canada showed a slight volume
decrease.
Cost of goods sold, which includes manufacturing, research and
development, and engineering, was 59.7 percent of sales, down
three-
tenths of a percentage point from the first quarter last year.
Gross
margins were 40.3 percent, the highest in 11 quarters. While
gross
margins were helped by our 6 percent worldwide volume gain,
cost
control efforts also helped. Worldwide employment was down
nearly
1,400 from the first quarter last year, with a large portion
of this
decline in the manufacturing area. The reduction had a
positive
effect of seven-tenths of a percentage point on cost of goods
sold.
Other benefits included lower raw material costs, and research
and
development costs which were two-tenths of a percentage point
lower
than the first quarter of 1993. These benefits were partially
offset
by lower selling prices and the negative effects of currency.
Selling, general, and administrative spending of $915 million
was 25.2
percent of sales. This was an increase of three-tenths of a
percentage point from a year ago, but the same as the 1993
total year
average. All of this increase was in International
Operations. This
increase was due to investments which support the continued
rapid
growth in China and other developing parts of Asia, and cost
increases
in Europe. The increases in Europe, while not all that high,
did
outpace Europe's modest growth in sales.
Worldwide operating income was $549 million in the first
quarter, up
3.6 percent from the same quarter last year.
U.S. operating income was up about 13 percent and operating
margins
improved by a full percentage point. The U.S. was helped by
higher
unit sales volume, lower employment levels and lower raw
material
costs. All three business sectors contributed to this U.S.
operating
income increase.
International operating income declined about 3 percent and
margins
were down about a full percentage point from the same quarter
last
year, but were almost two points higher than 1993 as a whole.
Excluding currency, international operating income was roughly
the
same as in the first quarter last year. This was a
respectable
performance given the modest volume growth in Europe and
Japan, and
the fact that international had a strong profit quarter last
year.
Interest expense of $17 million in the first quarter of 1994
was
$6 million higher than in the same quarter last year. This
increase
was largely due to a planned increase in debt. Investment and
other
income showed a slight reduction of $4 million from the
first quarter last year.
As discussed in the Notes to Financial Statements, mammary
implant
litigation resulted in a net pre-tax charge of $35 million.
Although
there can be no certainty that the company may not ultimately
incur
charges in excess of presently established reserves, the
company
believes that such additional charges, if any, will not pose a
material risk to the financial position of the company or its
results
of operations.
The first-quarter 1994 worldwide effective tax rate was 36.0
percent,
up five-tenths of a point from the first-quarter rate last
year and up
seven-tenths of a point from the rate for 1993 overall. The
higher
tax rate in 1994 is due to a lower level of foreign tax
credits and
the impact of the 1993 U.S. statutory tax rate increase of 1
percent,
which was partially offset in 1993 by the accounting benefit
of
revaluing deferred tax assets at the higher rate.
The company estimates that changes in the value of the U.S.
dollar
reduced net income by $10 million, or 2 cents per share, in
the first
quarter compared to the corresponding quarter of 1993. This
estimate
includes the effect of translating sales and profits from
local
currencies into U.S. dollars, the costs in local currencies of
transferring goods between the parent company in the United
States and
international companies, and transaction gains and losses in
countries
not considered to be highly inflationary.
****
Looking ahead, the company continues to monitor worldwide
economies,
particularly the recessions in Europe and Japan where it has
significant operations. While there are signs that the
economies
there may be improving, the company is not counting on a
significant
upturn this year. The company expects continued solid profit
growth
in the United States, despite ongoing price competition.
The stronger dollar is expected to continue to hamper earnings
growth.
The company estimates that currency effects, based on levels
at the
end of March, could reduce full-year 1994 earnings compared to
1993 by
an estimated 5 cents per share, mainly in the first half of
1994.
Assuming that overall economic conditions are in line with the
company's expectations and that currency values remain
relatively
stable, the company anticipates a reasonable increase in
earnings for
the full year of 1994 compared to 1993.
Volume growth, productivity improvements and favorable raw
material
prices should benefit full-year 1994 results. Investment in
research
and development will continue in order to help the company
meet its
goal of 30 percent of sales coming from products introduced in
the
last four years. The company continues to aggressively explore
cost-
reduction and rationalization opportunities around the world
in
addition to its continuing emphasis on management of SG&A
spending.
The company has reduced worldwide employment by about 4,000,
or nearly
5 percent, since the end of 1990. The company is aiming for a
reduction compared to 1990 of 5,000 people by the end of 1995
and may
attain this goal earlier.
FINANCIAL CONDITION AND LIQUIDITY
The company's financial condition and liquidity remain strong.
Working capital increased $21 million to $3.102 billion from
$3.081
billion as of December 31, 1993. The accounts receivable
average days
sales outstanding was 63 days, an improvement from 66 days at
year-end. The company's key inventory index, which represents
the
number of months of inventory, was 4.0 months, unchanged from
year-
end. The company's current ratio was 1.8, down slightly from
1.9 at
year end.
The adoption of FIN 39 and the mammary implant litigation
(refer to
the Notes to Financial Statements) were the primary
contributors to
the increase in the "Other Assets" and "Other Liabilities"
components
of the Consolidated Balance Sheet.
Total debt increased $456 million from year-end 1993 to $1.949
billion. As of March 31, 1994, total debt was 31 percent of
stockholders' equity, compared to 23 percent at year-end 1993.
The
company believes this additional financial leverage is
desirable.
Total debt, net of cash and securities, was still less than 20
percent
of stockholders' equity. The company's borrowings continue to
maintain AAA long-term ratings.
Return on average stockholders' equity for the quarter was
19.0
percent, down slightly from 19.8 percent a year earlier, but
near the
company's goal of 20 to 25 percent. Return on capital employed
for
the quarter was 20.5 percent, down from 21.0 percent in the
comparable
1993 period. The company's goal is 27 percent or better.
Net cash provided by operating activities totaled $436 million
in the
first three months of the year, down $85 million from the same
period
last year. This decrease was mainly due to higher working
capital
requirements. Net income was negatively impacted by the $22
million
non-cash charge relating to mammary implant litigation. This
litigation could result in timing differences in the cash
flows of
future periods. The company believes that these differences,
if any,
will not pose a material risk to the financial position of the
company.
Cash used in investing activities was $255 million, up $17
million
from the same period last year. Capital expenditures for the
first
three months of 1994 were $243 million, a decrease of about 4
percent
compared with the same period last year. The company expects
1994
capital spending to be flat or less than 1993 levels.
Financing activities in both short-term and long-term debt
provided
net cash inflows of $444 million, compared to outflows in the
same
period last year of $122 million. Treasury stock repurchases
were
$366 million, compared to repurchases in the same period last
year of
$115 million.
For the first three months of this year the company
repurchased about
7.0 million shares of treasury stock, compared to 2.2 million
shares
in the same period last year. The Board of Directors
authorized the
repurchase of up to 24 million shares of 3M common stock
between
February 14, 1994, and February 10, 1995. Of this number,
19.8
million shares remained authorized for repurchase as of March
31,
1994. Stock repurchases are made to support employee stock
purchase
plans and for other corporate purposes.
Dividends paid increased 3.4 percent to $188 million in the
first
three months of this year compared to the same period last
year. The
dividend payout ratio increased to 61.4 percent in the first
three
months from 57.1 percent for the entire year in 1993.
The company expects cash generated by normal operations will
support
its growth. With its AAA long-term ratings on its debt,
the company has sufficient borrowing capacity to supplement
cash flows
from operations. 3M maintains a shelf registration with the
Securities and Exchange Commission that provides the means to
offer
medium-term notes not to exceed $601 million. As of March 31,
1994,
$402 million was available for future financial needs.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The company and certain of its subsidiaries are named
defendants in a number of actions, governmental
proceedings and claims, including product liability
claims involving products now or formerly manufactured
and sold by the company, many of which relate to
silicone gel mammary implants, and some of which claims
are purported or tentatively certified class actions.
Mammary implant cases and claims are discussed
separately below. In some actions, the claimants seek
damages as well as other relief which, if granted,
would require substantial expenditures.
The company is involved in a number of environmental
proceedings by governmental agencies asserting
liability for past waste disposal and other alleged
environmental damage. The company conducts ongoing
investigations, assisted by environmental consultants,
to determine accruals for the probable, estimable costs
of remediation. The remediation accruals are reviewed
each quarter and changes are made as appropriate.
Some of these actions raise difficult and complex
factual and legal issues and are subject to many
uncertainties, including, but not limited to, the facts
and circumstances of each particular action, the
jurisdiction and forum in which each action is
proceeding, and differences in applicable law.
Accordingly, the company is not always able to estimate
the nature and precise amount of future liabilities
with respect to such matters.
Mammary Implant Litigation
As of March 31, 1994, the company had been named as a
defendant, often with multiple co-defendants, in 4,077
claims and lawsuits in various courts, all seeking
damages for personal injuries from allegedly defective
breast implants. These claims and lawsuits purport to
represent 10,832 individual claimants. These claims
and lawsuits are generally in very preliminary stages,
and it is not yet certain how many of these lawsuits
and claims involve products manufactured and sold by
the company, as opposed to other manufacturers. The
company entered the business in 1977 by purchasing
McGhan Medical and then sold that business in 1984.
Discussions regarding a "global settlement" in the
amount of $4.75 billion have been ongoing during the
last several months, first with the facilitation of a
panel of federal judges acting as mediators and later
directly with a plaintiffs' negotiating committee. The
company had been a participant in the mediation
efforts. On February 14, 1994, Dow Corning, Bristol-
Myers Squibb, and Baxter Healthcare Corp. announced an
agreement with the plaintiffs' negotiating committee on
financial terms for their participation in the global
settlement. Since the February announcement by the
three settling defendants, discussions have continued
with regard to additional funding by other defendants,
including the company, for the $4.75 billion global
settlement.
On April 8, 1994, the company and other defendants
concluded their own provisional agreements with the
plaintiffs' negotiating committee regarding their
contributions to the settlement fund previously
described. The company has agreed that its maximum
commitment of $325 million will be paid into a court-
administered fund within 3 years from the date that the
final order ratifying the global settlement is entered
and after appeals, if any, have been exhausted. The
company has the unilateral right to withdraw from the
agreement should there be an unacceptable level of
individual plaintiffs and claimants electing to remove
themselves from the settlement ("opt-outs"). The
global settlement is generally subject to a series of
court proceedings, including a court review of its
fairness, and the opportunity for individual opt-outs.
The company will not be required to make any payments
until the opt-outs are determined.
The company in the first quarter of 1994 accrued a
liability having a net present value of $308 million to
cover probable liabilities and expenses and also
recorded a receivable having a nominal value of $273
million for probable insurance recoveries. The result
of these accounting entries was a net pre-tax charge to
first quarter 1994 earnings of $35 million ($22 million
after taxes). Based on the amounts of and the timing
of the payment obligations under the settlement, its
current estimates of potential liabilities and expenses
that may not be covered by the settlement, and the
amount and time of receipt of insurance proceeds, the
company believes that this accrual and recovery is the
probable and estimable impact of the mammary implant
claims and lawsuits. No insurers have denied coverage,
and the insurance recovery reflected here represents
the amount that the company considers appropriate to
record as recoverable at this time.
Although there can be no certainty that the company may
not ultimately incur charges in excess of presently
established reserves, the company believes that such
additional charges, if any, will not pose a material
risk to the financial position of the company or its
results of operations.
Item 6. Exhibits and Reports on Form 8-K
(a) The following documents are filed as exhibits to
this Report.
(11) A statement regarding the computation of
per share earnings.
(12) A statement regarding the ratio of earnings
to fixed charges.
(15) A letter from the company's independent
accountants regarding unaudited interim
financial statements.
(b) Reports on Form 8-K:
The company filed three reports on Form 8-K that
relate to events occurring during the first
quarter of 1994.
February 14, 1994: Item 5, Other Events, reporting
that the Board of Directors of the company
approved a split of the issued shares of common
stock two-for-one, with such additional shares of
common stock to be distributed on or about April
8, 1994, to holders of record at the close of
business on March 15, 1994.
March 9, 1994: Item 5, Other Events, reporting a
Houston, Texas, jury found against 3M and two other
companies in a mammary implant suit.
April 8, 1994: Item 5, Other Events, Mammary
Implant Litigation, reporting that the company and
other defendants concluded their own provisional
agreement with the plaintiffs' negotiating
committee regarding their contributions to the
settlement fund. The company in the first quarter
of 1994 accrued a liability and receivable, the
result of which was a net pre-tax charge to first
quarter earnings of $35 million.
None of the other items contained in Part II of Form 10-Q is
applicable to the company for the quarter ended March 31,
1994.
|Coopers |certified public accountants
|&Lybrand |
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders of Minnesota Mining and Manufacturing
Company:
We have reviewed the accompanying condensed consolidated
balance sheet
of Minnesota Mining and Manufacturing Company and subsidiaries
as of
March 31, 1994, and the related condensed consolidated
statements of
income and cash flows for the three-month periods ended March
31, 1994
and 1993. These financial statements are the responsibility of
the
company's management.
We conducted our reviews in accordance with standards
established by
the American Institute of Certified Public Accountants. A
review of
interim financial information consists principally of
applying
analytical review procedures to financial data and making
inquiries of
persons responsible for financial and accounting matters. It
is
substantially less in scope than an audit conducted in
accordance with
generally accepted auditing standards, the objective of which
is the
expression of an opinion regarding the financial statements
taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications
that should be made to the accompanying condensed consolidated
financial statements referred to above for them to be in
conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally
accepted
auditing standards, the consolidated balance sheet as of
December 31,
1993, and the related consolidated statements of income and
cash flows
for the year then ended (not presented herein); and in our
report
dated February 14, 1994, we expressed an unqualified opinion
on those
consolidated financial statements. In our opinion, the
information
set forth in the accompanying condensed consolidated balance
sheet as
of December 31, 1993 is fairly stated in all material respects
in
relation to the consolidated balance sheet from which it has
been
derived.
/s/COOPERS & LYBRAND
COOPERS & LYBRAND
St. Paul, Minnesota
April 27, 1994
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.
MINNESOTA MINING AND MANUFACTURING
COMPANY
(Registrant)
Date: May 6, 1994
/s/ Giulio Agostini
Giulio Agostini, Senior Vice President,
Finance and Office Administration
(Mr. Agostini is the Principal Financial
and Accounting Officer and has been duly
authorized to sign on behalf of the
registrant.)
EXHIBIT 11
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
EARNINGS PER SHARE OF COMMON STOCK
Three Months Ended March
31,
1994
1993
Net income (millions) $306
$330
Primary earnings per share:
Earnings per share 0.72
0.75
Weighted average number of
common shares outstanding 426,721,543
437,672,452
Fully diluted earnings
per share: (1)
Earnings per share 0.71
0.75
Weighted average number of
common shares outstanding 426,721,543
437,672,452
Common equivalent shares 3,601,707
5,046,780
Average number of common
shares outstanding and
equivalents 430,323,250
442,719,232
Share and per-share data reflect the two-for-one stock split
effective March 15, 1994.
Primary earnings per share is computed by dividing net income by
the
weighted average number of common shares outstanding for each
period. The
calculation excludes the effect of common equivalent shares
resulting from
stock options using the treasury stock method as the effect would
not be material.
Fully diluted earnings per share is computed based on the
weighted
average number of common shares and common equivalent shares
outstanding for
each period.
(1) This calculation is submitted in accordance with Regulation
S-K
item 601(b)(11) although not required byAPB Opinion No. 15
because
it results in dilution of less than 3%.
EXHIBIT 12
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
Three Months
Ended
March 31,
1994 1993 1992 1991 1990
1989
EARNINGS
Income Before
Income Taxes,
Minority Interest
and Cumulative
Effect of
Accounting Changes $502 $2,002 $1,947 $1,877 $2,135
$2,099
Add:
Interest on debt 17 50 76 97 98
98
Interest component
of the ESOP
benefit expense 10 41 42 44 45
- - -
Portion of rent under
operating leases
representative of
the interest
component 12 47 47 47 44
35
Less:
Equity in undistributed
income of 20-50%
owned companies - - (1) (6) 1
4
------ ------ ------ ------ ------
- - ------
TOTAL EARNINGS
AVAILABLE $541 $2,140 $2,113 $2,071 $2,321
$2,228
FOR FIXED CHARGES ====== ====== ====== ====== ======
======
FIXED CHARGES
Interest on debt $17 $50 $76 $97 $98
$98
Interest component
of the ESOP
benefit expense 10 41 42 44 45
- - -
Portion of rent under
operating leases
representative of
the interest
component 12 47 47 47 44
35
------ ------ ------ ------ ------
- - ------
TOTAL FIXED CHARGES $39 $138 $165 $188 $187
$133
====== ====== ====== ====== ======
======
RATIO OF EARNINGS TO
FIXED CHARGES 13.87 15.51 12.81 11.02 12.42
16.75
EXHIBIT 15
|Coopers |certified public accountants
|&Lybrand
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated April 27, 1994, on our
review of
interim condensed consolidated financial information of
Minnesota
Mining and Manufacturing Company and subsidiaries for the
three-month
period ended March 31, 1994, and included in the Form 10-Q for
the
period then ended, is incorporated by reference in the
Company's
registration statements on Form S-8 (Registration Nos.
2-78422,
33-14791, 33-48690 and 33-49842), and Form S-3 (Registration
No. 33-48089).
Pursuant to Rule 436(c), under the Securities Act
of 1933, this report should not be considered a part of the
registration
statements prepared or certified by us within the meaning of
Sections
7 and 11 of that Act.
/s/ COOPERS & LYBRAND
COOPERS & LYBRAND
St. Paul, Minnesota
May 6, 1994
