3M 2006 Annual Report Download - page 62

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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of 3M Company:
We have completed integratHGDXGLWVRI0&RPSDQ\¶V consolidated financial statements and of its internal control over financial
reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Our opinions, based on our audits, are presented below.
Consolidated financial statements
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the
financial position of 3M Company and its subsidiaries WKH³&RPSDQ\´DW December 31, 2006 and 2005, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting
principles generally accepted in the United States of America. These financial statements are the responsibility of the Company¶V
management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
conditional asset retirement obligations in 2005, the manner in which it accounts for share-based compensation in 2006, and the
manner in which it accounts for defined benefit pension and other postretirement plans as of December 31, 2006.
Internal control over financial reporting
$OVRLQRXURSLQLRQPDQDJHPHQW¶VDVVHVVPHQWLQFOXGHGLQ³0DQDJHPHQW¶V5HSRUWRQ,QWHUQDO&RQWURO2YHU)LQDQFLDO5HSRUWLQJ´
in the accompanying index, that the Company maintained effective internal control over financial reporting as of December 31,
2006 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), is fairly stated,LQDOOPDWHULDOUHVSHFWVEDVHGRQWKRVHFULWHULD)XUWKHUPRre,
in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December
31, 2006, based on criteria established in Internal Control - Integrated FrameworkLVVXHGE\WKH&2627KH&RPSDQ\¶V
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is toH[SUHVVRSLQLRQVRQPDQDJHPHQW¶VDVVHVVPHQt
DQGRQWKHHIIHFWLYHQHVVRIWKH&RPSDQ\¶Vinternal control over financial reporting based on our audit. We conducted our audit of
internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial
reporting includes obtaining an understanding of internal control over financial reporting, evaluating PDQDJHPHQW¶VDVVHVVPHQW
testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we
consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
$FRPSDQ\¶VLQWHUQDOFRQWURORYHUILQDQFLDOUHSRUWLQJLVDSUocess designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
DFFRXQWLQJSULQFLSOHV$FRPSDQ\¶VLQWHUQDOFRQWURORYHUILnancial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,XVHRUGLVSRVLWLRQRIWKHFRPSDQ\¶VDVVHWVWKDt
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
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