REG - 3M Company - 3rd Quarter Results <Origin Href="QuoteRef">MMM.N</Origin> - Part 8
01/11/2017 07:06
- Part 8: For the preceding part double click ID:nRSA1805Vg
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(32.2) Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(95) Mine Safety Disclosures.
(101.INS) XBRL Instance Document.
(101.SCH) XBRL Taxonomy Extension Schema Document.
(101.CAL) XBRL Taxonomy Extension Calculation Linkbase Document.
(101.DEF) XBRL Taxonomy Extension Definition Linkbase Document.
(101.LAB) XBRL Taxonomy Extension Label Linkbase Document.
(101.PRE) XBRL Taxonomy Extension Presentation Linkbase Document.
SIGNATURES
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.
3M COMPANY
(Registrant)
Date: October 31, 2017
Senior Vice President and Chief Financial Officer
(Mr. Gangestad is the Principal Financial Officer and has
been duly authorized to sign on behalf of the Registrant.)
Senior Vice President and Chief Financial Officer
(Mr. Gangestad is the Principal Financial Officer and has
been duly authorized to sign on behalf of the Registrant.)
EXHIBIT 12
3M COMPANY AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Millions)
Nine months
ended
September 30, Year Year Year Year Year
2017 2016 2015 2014 2013 2012
EARNINGS
Income before income taxes $ 5,876 $ 7,053 $ 6,823 $ 7,026 $ 6,562 $ 6,351
Add:
Amortization of capitalized interest 15 21 22 22 21 20
Total fixed charges (excluding capitalized interest) 238 298 250 246 248 263
Less:
Equity in undistributed income of equity method investments 8 9 5 (1) (1) 3
TOTAL EARNINGS $ 6,121 $ 7,363 $ 7,090 $ 7,295 $ 6,832 $ 6,631
FIXED CHARGES
Interest expense (including capitalized interest and excluding expense on early extinguishment of debt) 165 208 162 159 166 194
Portion of rent expense under operating leases representative of the interest factor 83 100 101 104 103 92
TOTAL FIXED CHARGES $ 248 $ 308 $ 263 $ 263 $ 269 $ 286
RATIO OF EARNINGS TO FIXED CHARGES 24.7 23.9 27.0 27.7 25.4 23.2
For purposes of calculating the ratio above:
Earnings is defined as income before income taxes, amortization of capitalized interest, and fixed charges (less
capitalized interest), excluding equity in undistributed income of equity method investments. Fixed charges consist of
interest expense (including capitalized interest and excluding any expense related to early extinguishment of debt) and
approximately one-third of rent expense under operating leases (considered representative of the interest factor).
EXHIBIT 15
October 31, 2017
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our report dated October 31, 2017 on our review of interim financial information of 3M Company and its
subsidiaries (the "Company"), which is included in the Company's quarterly report on Form 10-Q for the quarter ended
September 30, 2017, is incorporated by reference in its Registration Statements on Form S-8 (Registration Nos. 333-30689,
333-30691, 333-44760, 333-73192, 333-101727, 333-109282, 333-128251, 333-130150, 333-151039, 333-156626, 333-156627,
333-166908, 333-174562, 333-181269, 333-181270 and 333-211431) and Form S-3 (Registration Nos. 333-216219, 33-48089,
333-42660 and 333-109211).
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
EXHIBIT 31.1
SARBANES-OXLEY SECTION 302 CERTIFICATION
I, Inge G. Thulin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of 3M Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over
financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
Registrant's internal control over financial reporting.
/s/ Inge G. Thulin
Inge G. Thulin
Chief Executive Officer
October 31, 2017
EXHIBIT 31.2
SARBANES-OXLEY SECTION 302 CERTIFICATION
I, Nicholas C. Gangestad, certify that:
1. I have reviewed this quarterly report on Form 10-Q of 3M Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over
financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board
of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
Registrant's internal control over financial reporting.
/s/ Nicholas C. Gangestad
Nicholas C. Gangestad
Chief Financial Officer
October 31, 2017
EXHIBIT 32.1
SARBANES-OXLEY SECTION 906 CERTIFICATION
In connection with the Quarterly Report of 3M Company (the "Company") on Form 10-Q for the period ended September 30, 2017
as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Inge G. Thulin, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
/s/ Inge G. Thulin
Inge G. Thulin
Chief Executive Officer
October 31, 2017
EXHIBIT 32.2
SARBANES-OXLEY SECTION 906 CERTIFICATION
In connection with the Quarterly Report of 3M Company (the "Company") on Form 10-Q for the period ended September 30, 2017
as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Nicholas C. Gangestad, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ Nicholas C. Gangestad
Nicholas C. Gangestad
Chief Financial Officer
October 31, 2017
EXHIBIT 95
MINE SAFETY DISCLOSURES
For the third quarter of 2017, the Company has the following mine safety information to report in accordance with Section
1503(a) of the Act, in connection with the Pittsboro, North Carolina mine, the Little Rock, Arkansas mine, the Corona,
California mine, and the Wausau, Wisconsin mine (including Greystone Plant):
Received
Received Notice of
Total Dollar Value Notice of Potential to Aggregate
Mine or Operating Section of MSHA Total Number Pattern of Have Pattern Legal Actions Aggregate Legal Actions
Name/MSHA Section 104 Section 104(d) Section Section Assessments of Mining Violations Under Section Pending as of Legal Actions Resolved
Identification S&S Citations 104(b) Citations and 110(b)(2) 107(a) Proposed Related Under Section 104(e) Last Day of Initiated During During Period
Number (#) Orders (#) Orders (#) Violations (#) Orders (#) ($) Fatalities (#) 104(e) (yes/no) (yes/no) Period (#) Period (#) (#)
3M Pittsboro ID: 3102153 - - - - - $ - - No No -
3M Little Rock ID: 0300426 2 - - - - $ - - No No -
3M Corona Plant ID: 0400191 1 - - - - $ - - No No -
Greystone Plant ID: 4700119 - - - - - $ - - No No -
Wausau Plant ID: 4702918 - - - - - $ - - No No -
Total 3 - - - - $ - - - - -
This information is provided by RNS
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