3M 2005 Annual Report Download - page 102

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76
NOTE 17. Quarterly Data (Unaudited) - continued
(Millions, except per-share amounts)
First Second Third Fourth
Quarter Quarter Quarter Quarter Year
Diluted Earnings per share – Income Before Cumulative Effect
2005 $ 1.03 $ 1.00 $ 1.10 $ 1.04 $ 4.16
2004 0.90 0.97 0.97 0.91 3.75
Diluted Earnings per share – Net Income
2005 $ 1.03 $ 1.00 $ 1.10 $ 0.99 $ 4.12
2004 0.90 0.97 0.97 0.91 3.75
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
a. The Company carried out an evaluation, under the supervision and with the participation of its management,
including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the
end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
b. The Company’s management is responsible for establishing and maintaining an adequate system of internal
control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). The management conducted an
assessment of the Company’s internal control over financial reporting based on the framework established by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework.
Based on the assessment, the management concluded that, as of December 31, 2005, the Company’s internal
control over financial reporting is effective. Management’s assessment of the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2005, excluded CUNO, which was acquired by the
Company in August 2005 in a purchase business combination. CUNO is a wholly-owned subsidiary of the
Company whose total assets and total net sales represented less than 10% of consolidated total assets and less
than 1% of consolidated net sales, respectively, of the Company as of and for the year ended December 31, 2005.
Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting
during the first year of an acquisition while integrating the acquired company under guidelines established by the
Securities and Exchange Commission. Management’s assessment of the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2005, has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report which is included herein.
c. There was no significant change in the Company’s internal control over financial reporting that occurred during
the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Documents Incorporated by Reference
In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed
pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of December 31, 2005) for its annual
meeting to be held on May 9, 2006, are incorporated by reference in this Form 10-K.
Item 10. Directors and Executive Officers of the Registrant. The information relating to directors and nominees of
3M is set forth under the caption “Proposal No. 1 – Election of Directors” in 3M’s proxy statement for its 2006 annual