Form 10-Q 3M CO For: Mar 31
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EXHIBIT 18
April 27, 2021
Board of Directors
3M Company
3M Center
St. Paul, Minnesota 55144
Dear Directors:
We are providing this letter to you for inclusion as an exhibit to 3M Company’s (the “Company”) Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Form 10-Q”) pursuant to Item 601 of Regulation S-K.
We have been provided a copy of the Company’s Form 10-Q. Note 1 therein describes a change in accounting principle used in the determination of net periodic pension and other postretirement benefit cost. It should be understood that the preferability of one acceptable method of accounting over another for the determination of net periodic pension and other postretirement benefit cost has not been addressed in any authoritative accounting literature, and in expressing our concurrence below we have relied on management’s determination that this change in accounting principle is preferable. Based on our reading of management’s stated reasons and justification for this change in accounting principle in the Form 10-Q, and our discussions with management as to their judgment about the relevant business planning factors relating to the change, we concur with management that such change represents, in the Company’s circumstances, a change to a preferable accounting principle in conformity with Accounting Standards Codification 250, Accounting Changes and Error Corrections.
We have not audited any financial statements of the Company as of any date or for any period subsequent to December 31, 2020. Accordingly, our comments are subject to change upon completion of an audit of the financial statements covering the period of the accounting change.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
EXHIBIT 31.1
SARBANES-OXLEY SECTION 302 CERTIFICATION
I, Michael F. Roman, 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/ Michael F. Roman | |
| |
Michael F. Roman | |
Chief Executive Officer | |
| |
April 27, 2021 | |
EXHIBIT 31.2
SARBANES-OXLEY SECTION 302 CERTIFICATION
I, Monish Patolawala, 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/ Monish Patolawala | |
| |
Monish Patolawala | |
Chief Financial Officer | |
| |
April 27, 2021 | |
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 March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael F. Roman, 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/ Michael F. Roman | |
| |
Michael F. Roman | |
Chief Executive Officer | |
| |
April 27, 2021 | |
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 March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Monish Patolawala, 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/ Monish Patolawala | |
| |
Monish Patolawala | |
Chief Financial Officer | |
| |
April 27, 2021 | |
EXHIBIT 95
MINE SAFETY DISCLOSURES
For the first quarter of 2021, 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):
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| Received |
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| | | | | | | | | | | | | | | | | 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 |
| 4 |
| — |
| — |
| — |
| — | | $ | 5,270 |
| — |
| No |
| No |
| — | | | | | |
3M Corona Plant ID: 0400191 |
| — |
| — |
| — |
| — |
| — | | $ | 2,373 |
| — |
| No |
| No |
| — | | | | | |
Greystone Plant ID: 4700119 |
| — |
| — |
| — |
| — |
| — | | $ | 125 |
| — |
| No |
| No |
| — | | | | | |
Wausau Plant ID: 4702918 |
| 1 |
| — |
| — |
| — |
| — | | $ | 1,112 |
| — |
| No |
| No |
| — | | | | | |
Total |
| 5 |
| — |
| — |
| — |
| — | | $ | 8,880 |
| — | | | | |
| — |
| — |
| — |
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