Cover and table of contents

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Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

S****ECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

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Commission file number 1-3285

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3M COMPANY

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State of Incorporation: Delaware​I.R.S. Employer Identification No. 41-0417775

Principal executive offices: 3M Center**,** St. Paul**,** Minnesota 55144

Telephone number: (651) 733-1110

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $.01 Per Share​MMM​New York Stock Exchange, Inc.
​​MMM​Chicago Stock Exchange, Inc.
0.375% Notes due 2022​MMM22A​New York Stock Exchange, Inc.
0.950% Notes due 2023​MMM23​New York Stock Exchange, Inc.
1.500% Notes due 2026​MMM26​New York Stock Exchange, Inc
1.750% Notes due 2030​MMM30​New York Stock Exchange, Inc.
1.500% Notes due 2031​MMM31​New York Stock Exchange, Inc.

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Note: The common stock of the registrant is also traded on the SWX Swiss Exchange.

Securities registered pursuant to section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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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 ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☒Accelerated filer ☐​Non-accelerated filer ☐Smaller reporting company ☐Emerging growth company ☐ ​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

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The aggregate market value of voting stock held by nonaffiliates of the registrant, computed by reference to the closing price and shares outstanding, was approximately $101.7 billion as of January 31, 2021 (approximately $89.9 billion as of June 30, 2020, the last business day of the registrant’s most recently completed second quarter).

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Shares of common stock outstanding at January 31, 2021: 579.1 million

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DOCUMENTS INCORPORATED BY REFERENCE

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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, 2020) for its annual meeting to be held on May 11, 2021, are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

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3M COMPANY

FORM 10-K

For the Year Ended December 31, 2020

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Pursuant to Part IV, Item 16, a summary of Form 10-K content follows, including hyperlinked cross-references (in the EDGAR filing). This allows users to easily locate the corresponding items in Form 10-K, where the disclosure is fully presented. The summary does not include certain Part III information that will be incorporated by reference from the proxy statement, which will be filed after this Form 10-K filing.

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​​​​Beginning Page
PART I​​​​
ITEM 1​Business​4
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ITEM 1A​Risk Factors​10
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ITEM 1B​Unresolved Staff Comments​14
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ITEM 2​Properties​15
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ITEM 3​Legal Proceedings​15
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ITEM 4​Mine Safety Disclosures​15
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PART II​​​​
ITEM 5​Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities​16
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ITEM 6​Selected Financial Data​17
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ITEM 7​Management’s Discussion and Analysis of Financial Condition and Results of Operations​18
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​​MD&A is designed to provide a reader of 3M’s financial statements with a narrative from the perspective of management. 3M’s MD&A is presented in eight sections:​​
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​​Overview​18
​​Results of Operations​29
​​Performance by Business Segment​34
​​Performance by Geographic Area​39
​​Critical Accounting Estimates​40
​​New Accounting Pronouncements​43
​​Financial Condition and Liquidity​44
​​Financial Instruments​52
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ITEM 7A​Quantitative and Qualitative Disclosures About Market Risk​52
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ITEM 8​Financial Statements and Supplementary Data​54
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​​Index to Financial Statements​54
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​​Management’s Responsibility for Financial Reporting​54
​​Management’s Report on Internal Control Over Financial Reporting​54
​​Report of Independent Registered Public Accounting Firm​55
​​Consolidated Statement of Income for the years ended December 31, 2020, 2019 and 2018​57
​​Consolidated Statement of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018​58
​​Consolidated Balance Sheet at December 31, 2020 and 2019​59
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​​​​Beginning Page
ITEM 8​Financial Statements and Supplementary Data (continued)​​
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​​Consolidated Statement of Changes in Equity for the years ended December 31, 2020, 2019 and 2018​60
​​Consolidated Statement of Cash Flows for the years ended December 31, 2020, 2019 and 2018​61
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​​Notes to Consolidated Financial Statements​62
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​​Note 1. Significant Accounting Policies​62
​​Note 2. Revenue​70
​​Note 3. Acquisitions and Divestitures​71
​​Note 4. Goodwill and Intangible Assets​74
​​Note 5. Restructuring Actions​76
​​Note 6. Supplemental Income Statement Information​80
​​Note 7. Supplemental Balance Sheet Information​81
​​Note 8. Supplemental Equity and Comprehensive Income Information​82
​​Note 9. Supplemental Cash Flow Information​83
​​Note 10. Income Taxes​83
​​Note 11. Marketable Securities and Held-to-Maturity Debt Securities​87
​​Note 12. Long-Term Debt and Short-Term Borrowings​88
​​Note 13. Pension and Postretirement Benefit Plans​91
​​Note 14. Derivatives​100
​​Note 15. Fair Value Measurements​108
​​Note 16. Commitments and Contingencies​111
​​Note 17. Leases​129
​​Note 18. Stock-Based Compensation​130
​​Note 19. Business Segments and Geographic Information​133
​​Note 20. Quarterly Data (Unaudited)​138
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ITEM 9​Changes in and Disagreements with Accountants on Accounting and Financial Disclosure​139
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ITEM 9A​Controls and Procedures​139
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ITEM 9B​Other Information​139
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PART III​​​​
ITEM 10​Directors, Executive Officers and Corporate Governance​140
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ITEM 11​Executive Compensation​140
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ITEM 12​Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters​141
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ITEM 13​Certain Relationships and Related Transactions, and Director Independence​141
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ITEM 14​Principal Accounting Fees and Services​141
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PART IV​​​​
ITEM 15​Exhibits, Financial Statement Schedules​142
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ITEM 16​Form 10-K Summary​144
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3M COMPANY

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 2020

PART I

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Next: Item 1. Business.