UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter ended March 31, 1995 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, 1995, there were 419,954,624 shares of the Registrant's common
stock outstanding.
This document contains 18 pages.
The exhibit index is set forth on page 14.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
CONSOLIDATED STATEMENT OF INCOME
(Amounts in millions, except per-share amounts)
(Unaudited)
Three months ended
March 31
1995 1994
Net Sales $4,087 $3,632
Operating Expenses
Cost of goods sold 2,419 2,168
Selling, general and
administrative expenses 1,022 915
Total 3,441 3,083
Operating Income 646 549
Other Income and Expense
Interest expense 31 17
Investment and other
income - net (10) (5)
Implant litigation - net -- 35
Total 21 47
Income Before Income Taxes
and Minority Interest 625 502
Provision for Income Taxes 231 181
Minority Interest 18 15
Net Income $ 376 $ 306
Average Shares Outstanding 419.8 426.7
Per-Share Amounts:
Net Income $ .90 $ .72
Cash dividends declared and paid $ .47 $ .44
The accompanying Notes to Consolidated Financial Statements
are an integral part of this statement.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in millions)
March 31,
ASSETS 1995 December 31,
Current Assets (Unaudited) 1994
Cash and cash equivalents $ 355 $ 297
Other securities 191 194
Accounts receivable - net 3,153 2,948
Inventories
Finished goods 1,616 1,475
Work in process 684 676
Raw materials and supplies 640 612
Total inventories 2,940 2,763
Other current assets 797 726
Total current assets 7,436 6,928
Investments 554 536
Property, Plant and Equipment 12,989 12,403
Less accumulated depreciation (7,752) (7,349)
Property, plant and equipment - net 5,237 5,054
Other Assets 976 978
Total $14,203 $13,496
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 938 $ 996
Payroll 395 328
Income taxes 257 110
Short-term debt 730 917
Other current liabilities 1,289 1,254
Total current liabilities 3,609 3,605
Other Liabilities 2,255 2,126
Long-term Debt 1,213 1,031
Stockholders' Equity
Common stock, no par, 472,016,528
shares issued 296 296
Retained earnings 9,199 9,039
Unearned compensation - ESOP (456) (460)
Cumulative translation - net 43 (163)
Net unrealized gain(loss)-debt & equity securities 8 (3)
Less cost of treasury stock -
March 31, 1995, 52,061,904 shares;
December 31, 1994, 52,222,826 shares (1,964) (1,975)
Stockholders' Equity - net 7,126 6,734
Total $14,203 $13,496
The accompanying Notes to Consolidated 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
1995 1994
Cash Flows from Operating Activities:
Net income $ 376 $ 306
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 273 265
Working capital and other changes (61) (135)
Net cash provided by operating activities 588 436
Cash Flows from Investing Activities:
Capital expenditures (298) (243)
Other changes 8 (12)
Net cash used in investing activities (290) (255)
Cash Flows from Financing Activities:
Net change in short-term debt (125) 392
Repayment of long-term debt (76) (49)
Proceeds from long-term debt 200 101
Purchases of treasury stock (56) (366)
Reissuances of treasury stock 49 40
Payment of dividends (197) (188)
Net cash used in financing activities (205) (70)
Effect of exchange rate changes on cash (35) 5
Net increase in cash and cash equivalents 58 116
Cash and cash equivalents at beginning of year 297 274
Cash and cash equivalents at end of period $ 355 $ 390
The accompanying Notes to Consolidated Financial Statements
are an integral part of this statement.
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED 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 the
periods presented. 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 its 1994 Annual Report on
Form 10-K.
Discussion of legal matters is cross-referenced to this Form 10-Q, Part
II, Item 1, Legal Proceedings, and should be considered an integral
part of the Consolidated Financial Statements and Notes.
Coopers & Lybrand L.L.P., the company's independent accountants, have
performed a review of the unaudited interim financial statements
included herein and their report thereon accompanies this filing.
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, 1995, and the related condensed consolidated statements of
income and cash flows for the three-month periods ended March 31, 1995
and 1994. 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 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,
1994, and the related consolidated statements of income and cash flows
for the year then ended (not presented herein); and in our report dated
February 13, 1995, 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, 1994, is fairly stated in all material respects in
relation to the consolidated balance sheet from which it has been
derived.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
St. Paul, Minnesota
April 24, 1995
MINNESOTA MINING AND MANUFACTURING COMPANY
AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Worldwide sales for the first quarter totaled $4.087 billion, an
increase of 12.5 percent from $3.632 billion in the first quarter last
year. Worldwide unit sales rose about 9 percent.
In the United States, the company's unit sales rose about 6 percent
compared with the first quarter last year, with all three sectors
showing growth. This growth was led by the Industrial and Consumer
Sector and the Life Sciences Sector. The Industrial and Consumer
Sector posted solid growth in most businesses, from tapes and abrasives
to specialty chemicals and consumer products and office supplies. The
Life Sciences Sector volume growth was well-balanced among its two
major businesses -- health care, and traffic and personal safety. The
Information, Imaging and Electronic Sector volume growth was held back
by the declining micrographics market and softness in medical imaging.
Internationally, unit volume increased about 13 percent, with all three
sectors showing growth. International unit sales have increased at a
double-digit rate for four quarters in a row. Volume rose about 10
percent in Europe, the company's best gain there in many quarters. In
the Asia Pacific area, volume was up about 13 percent. Volume in Japan
was up about 6 percent, while volume growth in the rest of Asia rose
more than 25 percent. In Latin America, volume was up nearly 30
percent, led by Brazil. In Canada, volume increased nearly 15 percent.
Worldwide selling prices declined slightly compared to the first
quarter of 1994. Prices in the United States declined about 1 percent.
International selling prices, helped by increases in Latin America,
were essentially unchanged from the first quarter last year. Currency
translation increased international sales by about 7 percent and
worldwide sales by about 4 percent.
Cost of goods sold, which includes manufacturing, research and
development, and engineering, was 59.2 percent of sales, down five-
tenths of a percentage point from the first quarter last year. Cost of
goods sold benefited from the 9 percent volume gain and productivity-
improvement efforts. As a percent of sales, research and development
costs were four-tenths of a percentage point lower and depreciation
costs three-tenths of a percentage point lower. Currency effects also
helped cost of goods sold, but this benefit was offset by higher raw
material costs and by slightly lower selling prices.
Selling, general and administrative spending of $1.022 billion was 25.0
percent of sales. This was down two-tenths of a percentage point from
the same quarter last year and the lowest ratio of SG&A spending in six
quarters.
Worldwide operating income was $646 million, up nearly 18 percent from
the first quarter last year. Most of the improvement in operating
income came from International Operations. While currency helped
profits, international also benefited from double-digit volume growth,
as well as from many actions taken, particularly in Europe, to reduce
costs and increase efficiency. In the United States, operating income
was up slightly.
On a sector basis, strong worldwide operating income gains were
achieved in the Industrial and Consumer Sector, and the Life Science
Sector. Both sectors also improved margins. In the Information,
Imaging and Electronic Sector, operating income declined from the same
quarter last year, but margins were a full percentage point higher than
total year 1994. This sector has been affected by significant
investments in new products.
First quarter 1995 interest expense of $31 million was $14 million
higher than in the same quarter last year. This increase was mainly
due to a planned increase in debt together with higher interest rates.
Investment and other income improved by $5 million from the first
quarter last year.
The first quarter 1995 worldwide effective tax rate was 37.0 percent,
up one percentage point from the first quarter last year, and up 1.2
percentage points from the rate for 1994 overall. The company's 1995
tax rate is higher for two reasons. First, the company expects more of
its profit to come from outside the United States where tax rates are
generally higher. Second, in 1994, the company was allowed to claim
additional tax benefits on exports from several prior years.
Net income increased 22.9 percent to $376 million, or $.90 per share,
compared with $306 million, or $.72 per share, in the same quarter last
year. Adjusting for a charge for mammary implant litigation in the
first quarter of 1994, net income increased about 15 percent and
earnings per share increased about 17 percent from the same quarter
last year.
The company estimates that changes in the value of the U.S. dollar
increased net income by $23 million, or about 5 cents per share, in the
first quarter compared to the corresponding quarter of 1994. This
estimate includes the effect of translating 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.
As discussed in this Form 10-Q, Part II, Item 1, Legal Proceedings,
mammary implant litigation resulted in a pre-tax charge of $35 million
($22 million after tax) in the first quarter of 1994. Although there
can be no certainty that the company may not ultimately incur charges
in excess of presently established accruals, 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.
Looking ahead, the company expects to set new records for sales and
earnings for total year 1995. The company expects to benefit from a
strong flow of innovative products, emphasis on customer satisfaction,
expansion in international markets, and continued productivity
improvement.
Currency, at March 31, 1995 exchange rates, could increase total year
1995 earnings by an estimated 12 to 15 cents per share. This may
overstate the true benefit of currency, because in several strong-
currency countries, particularly Japan and Germany, the company has
been obliged to pass along some of the benefits of the weaker dollar
through lower selling prices.
Raw materials are expected to have a greater impact on costs as the
year progresses. Several of the company's major feedstocks are showing
substantial price increases. Due to the inventory lag under FIFO
accounting the company did not experience the full effect of higher raw
material costs in the first quarter. The company is striving to offset
higher raw material costs through selling price increases and through
strong emphasis on productivity improvement.
Worldwide employment levels increased by about 385 people compared with
the first quarter last year, mainly in Latin America and Asia.
Productivity continued to improve, with sales per employee in local
currencies up about 9 percent in the first quarter of 1995, compared to
8 percent for total year 1994. The company expects to maintain a
strong increase in sales per employee in 1995.
Capital spending decreased 7.5 percent in 1992 and 9.3 percent in 1993.
In 1994, capital spending increased 3.3 percent. The company expects
capital spending to increase about 15 percent in 1995. The company is
investing to meet increased demand for certain fast-growing product
lines, and to improve manufacturing efficiency.
FINANCIAL CONDITION AND LIQUIDITY
The company's financial condition and liquidity remain strong.
Working capital increased $504 million to $3.827 billion from $3.323
billion as of December 31, 1994. The accounts receivable average days
sales outstanding was 63 days, the same as first quarter last year, but
down four days from the end of 1994. The company's key inventory index
of 4.2, which represents the number of months of inventory, was
unchanged from year-end. The company's current ratio was 2.1, compared
with 1.9 at year-end.
Total debt decreased $5 million from year-end 1994 to $1.943 billion.
On January 10, 1995, the company completed a two-year, $200 million
7.75 percent Eurobond offering. The company entered into an interest
rate swap, which resulted in an all-in borrowing cost of the 30-day
commercial paper rate less 30 basis points for two years. As of March
31, 1995, total debt was 27 percent of stockholders' equity, down from
29 percent at year-end 1994. The company's borrowings continue to
maintain AAA long-term ratings.
Return on average stockholders' equity for the quarter was 21.7
percent, up from 19.0 percent a year earlier, meeting the company's
goal of 20 to 25 percent. Return on capital employed for the quarter
was 22.4 percent, up from 20.9 percent in the comparable 1994 period.
The company's goal is 27 percent or better.
Legal proceedings, including mammary implant and environmental matters,
are discussed in Part II, Item 1, of this Form 10-Q. The company
believes that such matters will not pose a material risk to the
financial position or liquidity of the company.
Net cash provided by operating activities totaled $588 million in the
first three months of the year, up $152 million from the same period
last year. This increase was primarily due to working capital changes
and increased net income.
Cash used in investing activities was $290 million, up $35 million from
the same period last year. Capital expenditures for the first three
months of 1995 were $298 million, an increase of about 23 percent
compared with the same period last year.
The net change from both short-term and long-term debt financing
activities was minimal in 1995, compared to inflows in the first
quarter last year of $444 million. Treasury stock repurchases were $56
million, compared to repurchases in the same period last year of $366
million.
The company repurchased about 1.1 million shares of treasury stock in
the first three months of this year, compared to 7.0 million shares in
the same period last year. On February 13, 1995, the Board of
Directors authorized the repurchase of up to 8 million shares of 3M
common stock through February 12, 1996. As of March 31, 1995, 7.5
million shares remained authorized for repurchase. Stock repurchases
are made to support employee stock purchase plans and for other
corporate purposes.
Dividends paid increased 5.0 percent to $197 million in the first three
months of this year. The dividend payout ratio decreased to 52.5
percent in the first three months from 56.3 percent for the year 1994.
The company expects cash generated by operating activities will support
its primary growth initiatives, with ample borrowing capacity and lines
of credit available 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, 1995, $402 million of the shelf
registration 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. 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 matters 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.
Although there can be no certainty that the company may not
ultimately incur charges (whether for governmental proceedings and
claims, mammary implant claims, other product liability claims,
environmental proceedings or other actions) in excess of presently
established accruals, 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.
Mammary Implant Litigation
As of March 31, 1995, the company had been named as a defendant,
often with multiple co-defendants, in 6,475 claims and lawsuits in
various courts, all seeking damages for personal injuries from
allegedly defective breast implants. These claims and lawsuits
purport to represent 15,889 individual claimants. 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.
On April 8, 1994, the company and other defendants concluded
provisional agreements with a plaintiffs' negotiating committee
regarding their contributions to a "global settlement" in the amount
of $4.25 billion, which had been previously announced by the
committee and three major defendants in these claims and lawsuits.
The company has agreed that its maximum commitment of $325 million
will be paid into a court-administered fund within three years from
the date that the final order ratifying the global settlement is
entered and after appeals, if any, have been exhausted. On September
1, 1994, the global settlement was approved as fair, reasonable and
adequate by the U.S. District Court, Northern District of Alabama,
which has had jurisdiction over this matter. This ruling has
subsequently been appealed by some plaintiffs and several third
parties. The company maintains a unilateral right to withdraw from
the global settlement.
On May 1, 1995, the U.S. District Court for the Northern District of
Alabama stated that preliminary information from claims filed prior to the
September, 1994 deadline has led the Court to believe that the total amount
of "current claims" likely to be approved would substantially
exceed the portion of the global settlement allocated to the classification
of "current claims." This presently accounts for $1.2 billion of the
total $4.25 billion settlement. The global settlement agreement
provides, in this case, for a reduction in the amount to be paid
individual claimants, but first obligates the parties to attempt to
adjust the settlement agreement. The company and others have
indicated their willingness to engage in further discussions and have
begun to explore ways to minimize potential reductions, as by reallocating
funds already committed to the global settlement and perhaps by obtaining
additional contributions to the global settlement from the settling defendants
or others. Sufficient information is not yet available to analyze the Court's
preliminary information and the ultimate impact upon the global
settlement. Under the global settlement agreement, a reduction or a
renegotiated settlement would result in a further notice to the
plaintiffs as a class, an opportunity for class members to opt out of the
global settlement, and an opportunity for each settling defendant to withdraw
from the global settlement.
In the first quarter of 1994, the company took a pre-tax charge of
$35 million ($22 million after tax) in recognition of its best
estimate of its probable liabilities and associated expenses net of
the probable amount of insurance recoverable from its carriers. The
company's current estimate of the probable liabilities and associated
expenses is nearly $500 million. After subtracting payments made to
date (for legal fees and payment of settlements to litigants and
claimants electing to remove themselves from the global settlement)
and adjusting for discounting, the company as of March 31, 1995, had
accrued liabilities having a net present value of $347 million. The
company had also accrued receivables for insurance recoveries of $377
million as of March 31, 1995. Although a number of out-of-court
settlements have been reached and discussions continue with litigants
and claimants, the company's current estimate of its uninsured
financial exposure has not materially changed.
On September 22, 1994, three excess coverage insurers initiated in
the courts of the State of Minnesota a declaratory judgment action
against the company and numerous insurance carriers seeking
adjudication of certain coverage issues and a determination
concerning allocation among insurers for coverage under the terms of
the various insurance policies with possible application. On
December 9, 1994, the company initiated an action against its
occurrence insurers in the Texas State Court in and for Harrison
County, seeking a determination concerning allocation of financial
responsibility among the company's various insurers having applicable
coverages, including adjudication of overlapping coverages. This
action has since been removed to the U.S. District Court, Eastern
District of Texas. None of the insurers that are parties to this
action has denied coverage.
The company conducts ongoing reviews, assisted by outside counsel, to
determine the adequacy and extent of insurance coverage provided by
its occurrence and claims-made insurers. The most recent review
shows that no insurer has denied coverage, and that the
aforementioned actions in the courts of Minnesota and Texas relate
principally to the allocation of financial responsibility among the
company's insurers (including adjudication of overlapping coverages).
Although the company's current estimate of probable liabilities and
associated expenses has increased to nearly $500 million, the company
believes, based on ongoing reviews, that the coverage provided by its
applicable insurance policies is sufficient to cover the current
exposure. The totality of the insurance coverage is thus the basis
for the company's belief that its uninsured financial exposure has
not materially changed, and therefore, no recognition of additional
charges has been necessary since the first quarter of 1994.
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. Page 16.
(12) A statement regarding the calculation of ratio of
earnings to fixed charges. Page 17.
(15) A letter from the company's independent accountants
regarding unaudited interim financial statements.
Page 18.
None of the other items contained in Part II of Form 10-Q is applicable
to the company for the quarter ended March 31, 1995.
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 8, 1995
/s/ Giulio Agostini
Giulio Agostini, Senior Vice President and
Chief Financial Officer
(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
1995 1994
------- -------
Net income (millions) $376 $306
- ------------------------------------------------------------------------
Primary earnings per share:
Earnings per share $.90 $.72
Weighted average number of
common shares outstanding 419,811,248 426,721,543
- ------------------------------------------------------------------------
Fully diluted earnings
per share: (1)
Earnings per share $.88 $.71
Weighted average number of
common shares outstanding 419,811,248 426,721,543
Common equivalent shares 5,023,033 3,601,707
----------- -----------
Average number of common
and equivalent shares
outstanding 424,834,281 430,323,250
- ------------------------------------------------------------------------
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 by APB 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, Year Year Year Year Year
1995 1994 1993 1992 1991 1990
EARNINGS -------- ------- ------- ------- ------- -------
Income Before Income Taxes,
Minority Interest and
Cumulative Effect of
Accounting Changes $625 $2,154 $2,002 $1,947 $1,877 $2,135
Add:
Interest on debt 31 87 50 76 97 98
Interest component of the
ESOP benefit expense 9 39 41 42 44 45
Portion of rent under
operating leases
representative of the
interest component 12 49 47 47 47 44
Less:
Equity in undistributed
income of 20-50% owned
companies -- 2 -- (1) (6) 1
-------- ------- ------- ------- ------- -------
TOTAL EARNINGS AVAILABLE
FOR FIXED CHARGES $677 $2,327 $2,140 $2,113 $2,071 $2,321
FIXED CHARGES
Interest on debt 31 87 50 76 97 98
Interest component of the
ESOP benefit expense 9 39 41 42 44 45
Portion of rent under
operating leases
representative of the
interest component 12 49 47 47 47 44
------- ------ ------ ------ ------ ------
TOTAL FIXED CHARGES $52 $175 $138 $165 $188 $187
RATIO OF EARNINGS TO
FIXED CHARGES 13.02 13.30 15.51 12.81 11.02 12.42
EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated April 24, 1995, on our reviews of
interim condensed consolidated financial information of Minnesota Mining
and Manufacturing Company and Subsidiaries (the Company) for the three-
month periods ended March 31, 1995 and 1994, and included in the
Company's Form 10-Q for the quarter ended March 31, 1995, is
incorporated by reference in the Company's registration statements on
Form S-8 (Registration Nos. 2-78422, 33-14791, 33-48690, 33-49842, 33-
58763 and 33-58767), 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 L.L.P.
COOPERS & LYBRAND L.L.P.
St. Paul, Minnesota
May 8, 1995
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<TOTAL-REVENUES> 4,087
<CGS> 2,419
<TOTAL-COSTS> 2,419
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 31
<INCOME-PRETAX> 625
<INCOME-TAX> 231
<INCOME-CONTINUING> 376
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 376
<EPS-PRIMARY> .90
<EPS-DILUTED> .90
</TABLE>
