3M (MMM) 10-K risk factor changes: FY2021 vs FY2020

[removed: _*] The Company’s results are impacted by the effects of, and changes in, worldwide economic, political, regulatory, international trade and other external [removed: conditions._][added: conditions.*]

The Company operates in more than 70 countries and derives approximately 60 percent of its revenues from outside the United States, and, accordingly, the Company’s business is subject to global competition and geopolitical risks that are beyond its control, such as disruptions in financial markets, economic downturns, government actions impacting international trade agreements, imposing trade restrictions such as tariffs, and retaliatory counter measures, [added: inflation,] government deficit reduction and other austerity measures in specific countries or regions, or in the various industries in which the Company operates; social, political or labor conditions in specific countries or regions; or adverse changes in the availability and cost of capital, interest rates, or exchange control, ability to expatriate earnings and other regulations in the jurisdictions in which the Company operates.

[removed: _*] The Company is subject to risks related to public health crises such as the global pandemic associated [removed: with_ _the] [added: with* *the] coronavirus [removed: (COVID-19)._][added: (COVID-19).*]

In addition, public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel [removed: restrictions and] [added: restrictions,] the adoption of remote working, [added: and government-ordered vaccine mandates,] have impacted [added: and will continue to impact] 3M’s operations.

[removed: As] [added: With increasing vaccinations and as] economies start to reopen in certain parts of the world, workplace safety, for the Company and others, will increasingly become a focus of concern.

As part of the return to work process at the Company, the Company could face additional privacy and data security risks [added: in various countries] related to the collection of data regarding employees and contractors with respect to COVID-19 testing, temperature checks, [removed: and] contact [removed: tracing.][added: tracing, and vaccination status.]

[removed: _*] Foreign currency exchange rates and fluctuations in those rates may affect the Company’s ability to realize projected growth rates in its sales and [removed: earnings._][added: earnings.*]

* [removed: _The] [added: *The] Company faces liabilities related to certain fluorochemicals, which could adversely impact our [removed: results._][added: results.*]

PFAS compounds are [added: currently] manufactured by various companies, including 3M, and are used in everyday products.

Governmental inquiries or lawsuits involving PFAS could lead to our incurring liability for damages or other costs, civil or criminal proceedings, the imposition of fines and penalties, or other remedies, as well as restrictions on or added costs for our business operations going forward, including in the form of restrictions on discharges at our manufacturing [removed: facilities] [added: facilities, suspension of their operations, switching costs in seeking alternative sources of supply, potential customer damage claims due to supply disruptions] or otherwise.

[removed: _*] The Company’s future results may be affected by various asserted and unasserted legal and regulatory proceedings and legal compliance risks, including those involving product liability, antitrust, intellectual property, environmental, tax, the U.S. Foreign Corrupt Practices Act and other anti-bribery laws, U.S. trade sanctions compliance, regulations of the U.S. Food and Drug Administration (FDA) and similar foreign agencies, U.S. federal healthcare program-related laws and regulations including the False Claims Act, anti-kickback laws, the Sunshine Act, or other [removed: matters._ _Legal] [added: matters.* *Legal] compliance risks also include third-party risks where the Company’s suppliers, vendors or channel partners have business practices that are inconsistent with 3M’s Supplier Responsibility Code, 3M performance requirements or with legal [removed: requirements._][added: requirements.*]

[removed: _*] The Company’s results are affected by competitive conditions and customer [removed: preferences._][added: preferences.*]

Demand for the Company’s products, which impacts revenue and profit margins, is affected by (i) the development and timing of the introduction of competitive products; (ii) the Company’s response to downward pricing to stay competitive; (iii) changes in customer order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announced price changes, changes in the Company’s incentive programs, or the customer’s [removed: ability to achieve incentive goals; (iv) changes in customers’ preferences for our products, including the success of products offered by our competitors, and changes in customer designs for their products that can affect the demand for some of the Company’s products; and (v) changes in the]

[added: ability to achieve incentive goals; (iv) changes in customers’ preferences for our products, including the success of products offered by our competitors, and changes in customer designs for their products that can affect the demand for some of the Company’s products; and (v) changes in the] business environment related to disruptive technologies, such as artificial intelligence, block-chain, expanded analytics and other enhanced learnings from increasing volume of available data.

[removed: _*] The Company’s growth objectives are largely dependent on the timing and market acceptance of its new product offerings, including its ability to continually renew its pipeline of new products and to bring those products to [removed: market._][added: market.*]

[removed: _*] The Company’s future results are subject to vulnerability with respect to materials and fluctuations in the costs and availability of purchased components, compounds, raw [removed: materials and] [added: materials,] energy, [added: and labor] due to shortages, increased [removed: demand,] [added: demand and wages, logistics,] supply [added: chain] interruptions, manufacturing site disruptions, natural disasters and other disruptive [removed: factors._][added: factors.*]

Any sustained interruption in the Company’s receipt of adequate [removed: supplies] [added: supplies, supply chain disruptions impacting the distribution of products,] or disruption to key manufacturing sites’ operations [added: due to natural and other disasters or events, such as government actions relating to discharge or emission permits or other legal or regulatory requirements,] could have a material adverse effect on the Company.

[removed: _*] The Company employs information technology systems to support its business, including ongoing phased implementation of an enterprise resource planning (ERP) system as part of business transformation on a worldwide basis over the next several years.

Security breaches and other disruptions to the Company’s information technology infrastructure could interfere with the Company’s operations, compromise information belonging to the Company or its customers, suppliers, and employees, exposing the Company to liability which could adversely impact the Company’s business and [removed: reputation._][added: reputation.*]

Additionally, the Company collects and stores certain data, including proprietary business information, and has access to confidential or personal information in certain of our businesses that is subject to privacy and [removed: security] [added: cybersecurity] laws, regulations and customer-imposed controls.

The Company’s [removed: increased] adoption of remote working, [removed: which was] [added: initially] driven by the pandemic, may also introduce additional threats [added: or disruptions] to our information technology networks and infrastructure.

Any such threats or disruptions could result in legal claims or proceedings, [added: disclosures to regulators,] liability or penalties under privacy laws, interference with the Company’s operations, and damage to the Company’s reputation, which could adversely affect the Company’s business.

[removed: _*] Acquisitions, strategic alliances, divestitures, and other unusual events resulting from portfolio management actions and other evolving business strategies, and possible organizational restructuring could affect future [removed: results._][added: results.*]

With respect to acquisitions, including, for example, the [removed: recently completed] acquisition of Acelity, Inc. and its KCI subsidiaries (a leading global medical technology company), future results will be affected by the Company’s ability to integrate acquired businesses quickly and obtain the anticipated synergies.

[removed: _*] The Company’s future results may be affected by its operational execution, including scenarios where the Company generates fewer productivity improvements than [removed: estimated._][added: estimated.*]

[removed: _*] The Company's defined benefit pension and postretirement plans are subject to financial market risks that could adversely impact our [removed: results._][added: results.*]

[removed: _*] Change in the Company’s credit ratings could increase cost of [removed: funding._][added: funding.*]

[removed: _*] Changes in tax rates, laws or regulations could adversely impact our financial [removed: results._][added: results.*]

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

As the pandemic evolves, demand for personal protection products such as disposable respirators may decline from prior levels.

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

​

Even with 3M’s accelerated production at its global facilities combined with capacity from other manufacturers, the industry-wide challenge is that global demand for N95 and other respirators continues to exceed the industries’ ability to deliver.

3M’s manufacturing, supply chain and distribution protocols have, for example, been impacted by the need to prioritize rated orders issued by the Federal Emergency Management Agency pursuant to the U.S. Defense Production Act.

*​*

The Company

realigned from five to four business segments, effective in April of 2019, to better serve its global customers and markets.

Successful execution of the realignment and the associated adjustments of our portfolio and business operating model, as well as other organizational changes, will be important to the Company’s future results.

[removed: | | ● |] [added: -] Overview [removed: |]

[removed: | | ● |] [added: -] Results of Operations [removed: |]

[removed: | | ● |] [added: -] Performance by Business Segment [removed: |]

[removed: | | ● |] [added: -] Performance by Geographic Area [removed: |]

[removed: | | ● |] [added: -] Critical Accounting Estimates [removed: |]

[removed: | | ● |] [added: -] New Accounting Pronouncements [removed: |]

[removed: | | ● |] [added: -] Financial Condition and Liquidity [removed: |]

[removed: | | ● |] [added: -] Financial Instruments [removed: |]

Additional information about results [added: of operations and financial condition] for [removed: year end 2018] [added: 2020] and [removed: certain year-on-year comparisons between] 2019 [removed: and 2018] can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

[removed: Also, effective] [added: Effective] in the [removed: second] [added: first] quarter of [removed: 2020,] [added: 2021,] the measure of segment operating performance used by 3M’s chief operating decision maker [added: (CODM)] changed and, as a result, [removed: the Company’s] [added: 3M’s] disclosed measure of segment profit/loss [removed: has been updated.][added: (business segment operating income) was updated for all comparative periods presented.]

[removed: Business segment information presented] [added: Information provided] herein reflects the impact of these changes for all periods presented.

[removed: The Company updated its risk] [added: Risk] factors with respect to [removed: COVID-19, which] [added: COVID-19] can be found in Item 1A “Risk Factors” in this document.

[removed: Some] [added: Given the diversity] of [added: 3M’s businesses, some of] the [removed: above] factors [added: relative to COVID-19] have increased the demand for 3M products, while others have decreased demand or made it more difficult for 3M to serve customers.

3M’s total sales increased [removed: 0.1%] [added: 9.9%] for the full year [removed: 2020] [added: 2021] when compared to [removed: 2019.][added: 2020.]

Organic [removed: local-currency] sales [removed: decreased 1.7%] [added: increased 8.8%] for the full year [removed: 2020] [added: 2021] when compared to [removed: 2019.][added: 2020.]

Given the diversity of [removed: 3M’s] [added: 3M's] businesses, the impact of COVID-19 varied across the [removed: Company throughout 2020.][added: Company.]

[added: In 2020,] 3M experienced strong sales [removed: growth] in personal safety, as well as in other areas such as home improvement, general cleaning, semiconductor, data center, and biopharma [removed: filtration.][added: filtration while businesses aligned to general industrial applications with strength in abrasives and industrial adhesives and tapes.]

At the same time, weakness in several end markets, while improving, contributed in part to sales declines in a number of [removed: 3M’s] [added: 3M's] businesses [removed: with the biggest year-on-year total sales decreases in] [added: such as] oral [removed: care (down 19 percent), advanced materials (down 17 percent),] [added: care,] automotive and [removed: aerospace (down 16 percent),] [added: aerospace, advanced materials,] commercial [removed: solutions (down 14 percent),] [added: solutions,] stationery and [removed: office (down 11 percent), closure and masking (down 11 percent), automotive aftermarket (down 10 percent), and businesses aligned to general industrial applications such as abrasives (down 15 percent) and industrial adhesives and tapes (down 5 percent).][added: office,]

3M’s operating income margins [removed: increased 3.1] [added: decreased 1.5] percentage points year-on-year for the year ending December 31, [removed: 2020.][added: 2021.]

Factoring out the impact on operating income of special items as described in the [removed: _Certain] [added: *Certain] amounts adjusted for special items [removed: - (non-GAAP measures)_] [added: -(non-GAAP measures)*] section below, operating income margins [removed: increased 0.1] [added: decreased 0.5 percentage] points to [removed: 21.3] [added: 20.8] percent for the year ending December 31, [removed: 2020] [added: 2021] when compared to [removed: 2019.][added: 2020.]

Overall, the impact of the COVID-19 pandemic on 3M’s consolidated results of operations was primarily driven by factors related to changes in demand for products and disruption in global supply [removed: chains as described above.][added: chains.]

While it is not feasible to identify or quantify all the other direct and indirect implications on 3M’s results of operations, below are factors that 3M believes have also affected its [removed: 2020 results:][added: 2021 results when compared to 2020:]

Factors contributing to [removed: charges:][added: charges or other impacts:]

[removed: | | ● |] [added: -] Period expenses of unabsorbed manufacturing costs and increased expected credit losses on customer [removed: receivables. |][added: receivables in 2020.]

[removed: | | ● |] [added: -] Restructuring actions addressing structural enterprise costs and operations in certain end markets as a result of the COVID-19 pandemic and related economic impact resulting in a [removed: second quarter] 2020 charge of $58 [removed: million (as further discussed in Note 5). |][added: million.]

[removed: | | ● |] [added: -] Committed financial support [added: in 2020] to various COVID-relief and medical research initiatives. [removed: |]

[removed: | | ● |] [added: -] Charge of $22 million [added: in 2020] related to equity securities as discussed in the “Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis” section of Note 15 that use the measurement alternative described therein in addition to an immaterial pre-tax charge related to impairment of certain indefinite lived [removed: tradenames in the first quarter of 2020. 3M continues to regularly consider if COVID-19 and other related market implications could indicate it is more likely than not the carrying amount of various applicable assets may be impaired and assess whether certain investments without readily determinable fair values may have been impacted. |][added: tradenames.]

[removed: | | ● |] [added: -] Government-sponsored COVID-response stimulus and relief [removed: initiatives,] [added: initiatives in 2020,] including certain [removed: employment] [added: employee] retention benefits under the Coronavirus Aid, Relief and Economic Security (CARES) Act in the United States. [removed: |]

[removed: | | ● |] [added: -] Lower [added: incentive compensation and] self-insured medical [removed: visit/instance] [added: visit/insurance] expense [removed: during] [added: in] 2020. [removed: |]

[removed: Earnings] [added: Operating income margin and earnings] per share [removed: (EPS)] attributable to 3M common shareholders – diluted:

The following table provides the increase (decrease) in [added: operating income margins and] diluted earnings per share for [removed: 2020] [added: 2021] compared to the same period last year, in addition to [removed: 2019] [added: 2020] compared to [removed: 2018.][added: 2019.]

| [removed: ​] | | [added: | | | |] Year ended December [removed: 31,] [added: 31, 2021] | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| [removed: (Earnings] [added: | | | | | | Percent of net sales | | | | | | | | | | | | Earnings] per diluted [removed: share)] [added: share] | | [removed: 2020] | | [removed: ​] | [removed: 2019] | | | [added: |]

| Same period last year | [removed: ​] | [added: | | | | 22.3 | | % | | | | 19.2 | | % | | | |] $ | [removed: 7.81] [added: 9.36] | [removed: ​] | [added: | | |] $ | [removed: 8.89] [added: 7.72] | [removed: ​] |

[removed: | Significant] [added: *Significant] litigation-related [removed: charges/benefits | ​ | ​ | 1.01 | ​ | ​ | 1.28 | ​ |][added: charges/benefits:*]

| Loss on deconsolidation of Venezuelan subsidiary | [removed: ​] | [removed: ​] | [removed: 0.28] | [removed: ​] | [removed: ​] | [removed: —] [added: N/A] | [removed: ​] | [added: | | | | N/A | | | | | | — | | | | | | 0.28 | | |]

[removed: | Gain/loss] [added: *Gain/loss] on sale of [removed: businesses | ​ | ​ | (0.22) | ​ | ​ | (0.73) | ​ |][added: businesses:*]

[removed: | Divestiture-related] [added: *Divestiture-related] restructuring [removed: actions | ​ | ​ | — | ​ | ​ | 0.18 | ​ |][added: actions:*]

| Same period last year, excluding special items | [removed: ​] | [added: | | | | 21.3 | | % | | | | 21.2 | | % | | | |] $ | [removed: 8.88] [added: 8.85] | [removed: ​] | [added: | | |] $ | [removed: 9.91] [added: 8.79] | [removed: ​] |

| Increase/(decrease) [removed: in earnings per share - diluted,] due to: | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | | | | | | | | | | | | |]

OVERVIEW

Effective in the first quarter of 2021, 3M made the following changes.

- Change in accounting principle for net periodic pension and postretirement plan cost.

See detailed discussion in Note 1.

- Change in alignment of certain products within 3M’s Consumer business segment—creating the Consumer Health and Safety Division.

See additional information in Note 19.

References are made to organic sales (which include both organic volume impacts and selling price impacts) that is defined as the change in net sales, absent the separate impacts on sales from foreign currency translation and acquisitions, net of divestitures.

3M believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

Overall, 3M experienced broad-based organic growth across business segments and all geographies in 2021 despite global supply challenges.

In 2021, COVID-related respirator sales negatively impacted year-on-year organic sales growth by approximately 0.2% as they grew at a slower rate than the rest of the Company.

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

automotive aftermarket.

- Increased raw materials and logistics costs from ongoing COVID-19 related global supply chain challenges further magnified by extreme weather events, such as February 2021 winter storm Uri in the United States.

- Cost management in discretionary spending in areas such as travel, professional services, and advertising/merchandising resulting in lower spending in 2020.

- Continued productivity efforts, including year-on-year savings from restructuring actions taken in 2020 and 2021.

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other expense (income), net | | | | | | N/A | | | | | | N/A | | | | | | 0.27 | | | | | | 0.15 | | |

- In 2021, organic volume growth and ongoing cost management offset by manufacturing headwinds from global supply chain challenges, increased compensation/benefit costs, and increased litigation-related costs increased operating income margins and earnings per diluted share year-on-year.

The following also impacted results or provide additional information:

- 2021 benefit of $91 million pre-tax ($0.12 per share after tax) from a favorable Brazilian Supreme Court decision that concluded on the impact of state value-added tax when determining Brazil’s federal sales-based social tax—essentially lowering the social tax that 3M should have paid in prior periods.

- Certain changes in legal reserve charges year-over-year.

3M regularly reviews and updates its associated liabilities and is involved in various trials and defense preparation as discussed in Note 16.

- 3M continued prioritization of investments in growth and sustainability.

- 2021 benefit from restructuring actions taken in 2020 and positive/negative impact of year-over-year change in non-divestiture-related restructuring charges, net of adjustments, for respective periods.

Note 5 provides additional information relative to restructuring actions.

- Lower year-on-year net gains related to certain property sales.

- COVID-impacts recognized on certain assets in 2020.

3M also experienced year-over-year increased costs as a result of the regular review of its respirator mask liabilities and certain follow-on accelerated depreciation

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

following some of the restructuring in 2019 and 2020.

*•*In 2021, 3M experienced higher raw material, logistics, and outsourced manufacturing costs from strong end-market demand and ongoing COVID-19 and related global supply chain challenges that were further magnified by extreme weather events, such as February 2021 winter storm Uri in the U.S. These factors were partially offset by higher selling prices in 2021.

- Divestiture impacts in 2021 and 2020 are primarily comprised of the lost income from the divestiture of the Company’s drug delivery business (sale completed in May 2020).

The net impacts related to these acquisitions included income from operations, more than offset by transaction and integration costs.

Financing costs related to these acquisitions is also included.

Prior to 2021, for (a) 3M used prior year functional currency profits and non-functional currency purchase/transfer information as the base in determining these amounts.

Comparative prior period amounts have been updated to reflect this updated methodology.

- Interest expense (net of interest income) decreased in 2021 compared to the same periods year-on-year.

2021 interest expense also included an early debt extinguishment pre-tax charge in the first quarter of 2021.

| --- | --- | --- |

OVERVIEW

As more fully described in both the Performance by Business Segment section in MD&A and in Note 19, effective in the first quarter of 2020, the Company changed its business segment reporting in its continuing effort to improve the alignment of businesses around markets and customers.

Additionally, the Company consolidated the way it presents geographic area net sales by providing an aggregate Americas geographic region (combining former United States and Latin America and Canada areas).

​

Public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions and the adoption of remote working, have impacted 3M’s operations.

3M continues to work to protect its employees and the public, maintain business continuity and sustain its operations, including ensuring the safety and protection of people who work in its plants and distribution centers across the world, many of whom support the manufacturing and delivery of products that are critical in response to the global pandemic.

COVID-19 has impacted 3M’s supply chains relative to global demand for products like respirators, surgical masks and commercial cleaning solutions.

As this situation continues, 3M also closely monitors and responds to potential impacts to the Company’s broader supply chain associated with other products.

COVID-19 has also affected the ability of suppliers and vendors to provide products and services to 3M.

Furthermore, COVID-19 has impacted the broader economies of affected countries, including negatively impacting economic growth.The Company has taken steps to help employees lead safe and productive lives during the outbreak including remote working; escalated procedures in factories related to personal safety, cleaning and medical screening measures; and pandemic leave policies.

3M closely monitors how the spread of COVID-19 is affecting employees and business operations and has preparedness plans to help protect the safety of employees around the world while safely continuing business.

While nearly all of our manufacturing locations and distribution centers are fully or partially operational, the Company

implemented plant and/or line shutdowns during 2020 related to certain markets due to weaker customer demand or government mandates.

Serving 3M customers is a priority and teams continue to communicate with individual customers about potential disruptions.

COVID-related respirator sales are estimated to have impacted year-on-year organic local-currency sales growth by approximately 3 percent for the year ending December 31, 2020.

| | ● | Decreased discretionary spending in areas such as travel, professional services, and advertising/merchandising as well as cost reduction efforts, hiring freezes, and maintaining only essential contract workers. 3M continues to monitor discretionary spending and deploy cost control efforts as the situation continues. |

| | ● | Instituted accelerated vacation usage policies which benefited the second quarter of 2020 year-on-year, but provided a penalty in comparison to prior year in the second half of 2020. |

As previously disclosed, in light of circumstances, 3M took actions to ensure sources of cash may remain strong, including the March 2020 issuance of $1.75 billion of registered notes, suspension of share repurchases, and the decrease of its 2020 capital spending to approximately $1.5 billion.

While capital spending decreased, it included additional expansion of respirator production capacity.

3M continues to have access to its commercial paper program and undrawn committed credit facility.

The Company also continues to evaluate the extent to which it may avail itself of various government-sponsored COVID-response stimulus, relief, and production initiatives around the world, such as under the Defense Production Act (DPA) and CARES Act in the United States.

During 2020 and into January 2021, 3M reached certain agreements with governments in the U.S. and other countries involving just over $250 million of asset funding to expand capacity to supply N-95 respirators.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- |

| TCJA measurement period adjustment | ​ | ​ | — | ​ | ​ | 0.29 | ​ |

| Current period | ​ | $ | 9.25 | ​ | $ | 7.81 | ​ |

For year ended December 31, 2020, net income attributable to 3M was $5.384 billion, or $9.25 per diluted share basis, compared to $4.570 billion, or $7.81 per diluted share, for year ended December 31, 2019, an increase of 18.4 percent on a per diluted share basis.

On an adjusted basis, net income attributable to 3M was $5.088 billion, or $8.74 per diluted share for 2020 compared to $5.193 billion, or $8.88 per diluted share in December 31, 2019, a decrease of 1.5 percent on a per diluted share basis.

| | ● | 3M recorded non divestiture-related restructuring pre-tax charges aggregating $195 million in 2020. These included charges in the second quarter of 2020 to address certain COVID-related impacts and in the fourth quarter as 3M initiated actions to further enhance its operational and marketing capabilities. In 2019, charges included $282 million as the Company committed to actions in light of slower than expected 2019 sales and associated with realigning its organizational structure and operating model. See Note 5 for additional details. |

| | ● | The year-on-year impact of the non divestiture-related restructuring actions taken in 2020 and 2019 increased earnings per diluted share by 12 cents. |

| | ● | Divestiture impacts include the lost operating income from divested businesses, which decreased earnings per diluted share by 3 cents year-on-year for 2020. This was primarily related to the divestiture of the Company’s drug delivery business. |

| | ● | Foreign currency impacts (net of hedging) decreased pre-tax earnings year-on-year by approximately $81 million in 2020, which decreased earnings per diluted share by 11 cents, excluding the impact of foreign currency changes on tax rates. |

| | ● | Certain items above reflect specific income tax rates associated therewith. Overall, the effective tax rate for 2020 was 19.6 percent, a decrease of 0.2 percentage points versus 2019. On an adjusted basis (as discussed below), the effective tax rate increased 0.1 percentage points year-on-year for 2020. |

| | ● | Factors that decreased the effective tax rate for 2020 included geographical income mix and adjustments to uncertain tax positions. These decreases were partially offset by decreased benefit from stock options. Refer to Note 10 for additional details. |

| | ● | Lower shares outstanding increased earnings per share year-on-year by 4 cents per diluted share for 2020. Weighted-average diluted shares outstanding in 2020 declined 0.5 percent year-on-year, which benefited earnings per share. The decrease in the outstanding weighted-average diluted shares relates to the Company’s purchase of $368 million of its own stock, prior to suspension of share repurchases under its board-approved stock repurchase program in late March 2020 with other repurchase activity limited to 3M’s stock compensation plans. |

Year 2019 EPS:

| | ● | Negative organic local-currency sales growth as a result of softness in certain end markets and channel inventory adjustments, along with actions taken by 3M in response to lower sales volumes and high inventory levels, which resulted in lower manufacturing and inventory absorption, reduced earnings per diluted share. Partially offsetting these impacts were benefits from restructuring actions taken in the second quarter of 2019. |

| | ● | Defined benefit pension and postretirement service cost expense decreased expense year-on-year, which benefited earnings per diluted share. |

| | ● | Interest expense (net of interest income) increased in 2019, as a result of higher U.S. average debt balances, partially offset by the increase in interest income driven by higher balances in cash, cash equivalents and marketable securities during the year resulting from the proceeds from debt issuances in advance of the October 2019 Acelity acquisition. |

The Company enters into foreign exchange forward and option contracts to hedge against the [added: effect of exchange rate fluctuations on cash flows denominated in foreign currencies.]

3M may [removed: dedesignate] [added: de-designate] these cash flow hedge relationships in advance of the occurrence of the forecasted transaction.

The dollar equivalent gross notional amount of the Company’s foreign exchange forward and option contracts designated as either cash flow hedges or net investment hedges was [removed: $2.3] [added: $2.6] billion at December 31, [removed: 2020.][added: 2021.]

The dollar equivalent gross notional amount of the Company’s foreign exchange forward and option contracts not designated as hedging instruments was [removed: $3.2] [added: $3.7] billion at December 31, [removed: 2020.][added: 2021.]

In addition, as of December 31, [removed: 2020,] [added: 2021,] the Company had [removed: 3.5] [added: €2.9] billion [removed: Euros] in principal amount of foreign currency denominated debt designated as non-derivative hedging instruments in certain net investment hedges as discussed in Note 14 in the “Net Investment Hedges” section.

The dollar equivalent (based on inception date foreign currency exchange rates) gross notional amount of the Company’s interest rate swaps at December 31, [removed: 2020] [added: 2021] was [removed: $403] [added: $800] million.

A Monte Carlo simulation technique was used to test the impact on after-tax earnings related to debt instruments, interest rate derivatives and underlying foreign exchange and commodity exposures outstanding at December 31, [removed: 2020.][added: 2021.]

| [removed: ​] | [removed: ​] | [added: | | | |] Adverse impact on [removed: after-tax] [added: after-tax earnings] | | | | | [removed: ​] | [added: | | | | | |] Positive impact on [removed: after-tax] [added: after-tax earnings] | | | | | | [added: | | |]

| (Millions) | | [removed: 2020] | | | [removed: 2019] | [added: 2021] | | [added: | | | |] 2020 | | | [removed: 2019] | | | [added: 2021 | | | | | | 2020 | | |]

| Interest rates | [removed: ​] | | [removed: (1)] | [removed: ​] | | [removed: (11)] [added: (2)] | [removed: ​] | | [added: | | | (1) | | | | | |] 2 | [removed: ​] | | [removed: 10] | [removed: ​] | [added: | 2 | | |]

| Commodity prices | [removed: ​] | | [removed: —] | [removed: ​] | | [removed: (2)] [added: (21)] | [removed: ​] | | [removed: —] | [removed: ​] | | [removed: 1] [added: (1)] | [removed: ​] | [added: | | | | 14 | | | | | | (2) | | |]

A one percent price change would result in a pre-tax cost or savings of approximately [removed: $70] [added: $90] million per year.

[added: The global energy exposure is such that a ten] percent price change would result in a pre-tax cost or savings of approximately $40 million per year.

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

In 2021, the model was expanded to cover all of 3M’s currencies and hedging activity versus previously including 3M’s nine primary currencies excluding hedges.

Prior period amounts have been updated to reflect the current period’s revised methodology.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Foreign exchange rates | | | | | | $ | (140) | | | | | $ | (132) | | | | | $ | 147 | | | | | $ | 141 | |

effect of exchange rate fluctuations on cash flows denominated in foreign currencies.

The exposure to changes in currency rates model used nine currencies, interest rates related to two currencies, and commodity prices related to five commodities.

This model does not include foreign currency hedges, because the Company believes their inclusion would not materially impact the results.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | earnings | | | | | ​ | earnings | | | | | |

| Foreign exchange rates | ​ | $ | (169) | ​ | $ | (133) | ​ | $ | 175 | ​ | $ | 137 | ​ |

The global energy exposure is such that a ten

​

In this document, for any references to Note 1 through Note [removed: 20,] [added: 19,] refer to the Notes to Consolidated Financial Statements in Item 8.

[removed: Financial] [added: Refer to segment descriptions summarized below (Financial] information and other disclosures relating to 3M’s business segments and operations in major geographic areas are provided in the Notes to Consolidated Financial [removed: Statements.][added: Statements):]

| Business Segment | [removed: ​] | [added: | | | |] Safety and Industrial | [removed: ​] | [removed: Electronics] | [removed: ​] | [added: | | Transportation and Electronics | | | | | |] Health Care | [removed: ​] | [added: | | | |] Consumer | [added: | |]

| Underlying divisions/businesses [removed: _Refer] [added: *Refer] to Note 2 for disaggregated revenue [removed: information_] [added: information*] | [removed: ​] | [removed: • Abrasives • Automotive] [added: | | | | •Abrasives •Automotive] aftermarket [removed: • Closure] [added: •Closure] and masking systems [removed: • Communication markets (divested in 2018) • Electrical] [added: •Electrical] markets [removed: • Industrial] [added: •Industrial] adhesives and tapes [removed: • Personal] [added: •Personal] safety [removed: • Roofing] [added: •Roofing] granules [removed: • Other] [added: •Other] safety and industrial | [removed: ​] | [removed: • Advanced] [added: | | | | •Advanced] materials [removed: • Automotive] [added: •Automotive] and aerospace [removed: • Commercial] [added: •Commercial] solutions [removed: • Display] [added: •Display] materials and systems [removed: • Electronics] [added: •Electronics] materials solutions [removed: • Transportation and] [added: •Transportation] safety [removed: • Other] [added: •Other] transportation and electronics | [removed: ​] | [removed: • Drug] [added: | | | | •Drug] delivery (divested in 2020) [removed: • Food] [added: •Food] safety [removed: • Health] [added: •Health] information systems [removed: • Medical] [added: •Medical] solutions [removed: • Oral] [added: •Oral] care [removed: solutions • Separation] [added: •Separation] and purification sciences [removed: • Other] [added: •Other] health care | [removed: ​] | [removed: • Consumer] [added: | | | | •Consumer] health [removed: care • Home] [added: and safety •Home] care [removed: • Home] [added: •Home] improvement [removed: • Stationery] [added: •Stationery] and office [removed: • Other] [added: •Other] consumer | [added: | |]

| Representative revenue-generating activities, products or services | [removed: ​] | [removed: • Industrial] [added: | | | | •Industrial] abrasives and finishing for metalworking applications [removed: • Autobody] [added: •Autobody] repair solutions [removed: • Closure] [added: •Closure] systems for personal hygiene products, masking, and packaging materials [removed: • Electrical] [added: •Electrical] products and materials for construction and maintenance, power distribution and electrical original equipment manufacturers (OEMs) [removed: • Structural] [added: •Structural] adhesives and tapes [removed: • Respiratory,] [added: •Respiratory,] hearing, eye and fall protection solutions [removed: • Natural] [added: •Natural] and color-coated mineral granules for shingles [removed: ​] | [removed: ​] | [removed: • Advanced] [added: | | | | •Advanced] ceramic solutions [removed: • Attachment] [added: •Attachment] tapes, films, sound and temperature management for transportation vehicles [removed: • Premium] [added: •Premium] large format graphic films for advertising and fleet signage [removed: • Light] [added: •Light] management films and electronics assembly solutions [removed: • Packaging] [added: •Packaging] and interconnection solutions [removed: • Reflective] [added: •Reflective] signage for highway, and vehicle safety | [removed: ​] | [removed: • Food] [added: | | | | •Food] safety indicator solutions [removed: • Health] [added: •Health] care procedure coding and reimbursement software [removed: • Skin,] [added: •Skin,] wound care, and infection prevention products and solutions [removed: • Dentistry] [added: •Dentistry] and orthodontia solutions [removed: • Filtration] [added: •Filtration] and purification systems | [removed: ​] | [removed: • Consumer] [added: | | | | •Consumer] bandages, braces, supports and consumer respirators [removed: • Cleaning] [added: •Cleaning] products for the home [removed: • Retail] [added: •Retail] abrasives, paint accessories, car care DIY products, picture hanging and consumer air quality solutions [removed: • Stationery] [added: •Stationery] products Some seasonality impacts this business segment related to back-to-school, generally in the third quarter of each year | [added: | |]

| [removed: _Example brands/offerings_] [added: Example brands/offerings] | [removed: ​] | [removed: • 3M™] [added: | | | | •3M™] Cubitron™ II abrasives [removed: • Scotch-Brite™] [added: •Scotch-Brite™] Abrasives [removed: Scotch] [added: •Scotch] & Temflex Vinyl Tapes, Scotchkote Coatings, Dynatel locators, Scotchcast resins [removed: • Collision] [added: •Collision] repair and paint spray products [removed: • Reclosable] [added: •Reclosable] fasteners; tapes and label materials for durable goods [removed: • Electrical] [added: •Electrical] infrastructure products; medium voltage cable accessories and insulation tapes [removed: • 3M] [added: •3M] ™ VHB™ Bonding tapes; Scotch® masking, packaging and filament tapes [removed: • Disposable] [added: •Disposable] respirators and fall protection products [removed: • Scotchgard™] [added: •Scotchgard™] Protector for shingles | [removed: ​] | [removed: • 3M™] [added: | | | | •3M™] Nextel™ Ceramic fibers and textiles [removed: • Thinsulate™] [added: •Thinsulate™] Acoustic Insulation products and automotive components [removed: • 3M™] [added: •3M™] Novec™ Engineered Fluids [removed: • 3M™] [added: •3M™] Scotchlite™ graphic films, 3M™ Scotchcal™ and 3M™ Controltac™ Commercial graphics [removed: • Electronic] [added: •Electronic] display enhancement films and optically clear adhesives [removed: • Electronic] [added: •Electronic] interconnect products [removed: • 3M™] [added: •3M™] Diamond Grade™ DG3 reflective sheeting for transportation safety | [removed: ​] | [removed: • 3M™] [added: | | | | •3M™] Petrifilm™ and 3M™ Allergen Testing [removed: • 3M] [added: •3M] ™ 360 Encompass™ medical coding systems [removed: • 3M] [added: •3M] ™ Tegaderm™ wound dressings, V.A.C.® Therapy Systems and disposable respirators in the health care channel •3M™ Filtek™ and 3M™ RelyX™ dental filing materials and cements; 3M™ Clarity™ aligners [removed: • Biopharma] [added: •Biopharma] and other filtration systems, bags, capsules and components | [removed: ​] | [removed: • ACE™] [added: | | | | •ACE™] , FUTURO™ and Nexcare™ personal health care products [removed: • Scotch-Brite™] [added: •Scotch-Brite™] cleaning supplies, sponges, brushes, and scouring pads; Scotchgard™ products [removed: • Scotch®] [added: •Scotch®] tapes and other products, Filtrete™ filters and Command™ adhesive products [removed: • Post-it®] [added: •Post-it®] products | [added: | |]

| Representative market trends or opportunities | [removed: ​] | [removed: • Connected] [added: | | | | •Connected] safety [removed: • Structural] [added: •Structural] bonding [removed: • Surface] [added: •Surface] finishing [removed: • Respiratory] [added: •Respiratory] protection [removed: • Building] [added: •Building] components [removed: • Automation] [added: •Automation] and robotics [removed: • Grid] [added: •Grid] modernization [removed: • Automotive] [added: •Automotive] electrification [removed: • Sustainable] [added: •Sustainable] packaging | [removed: ​] | [removed: • Automotive] [added: | | | | •Automotive] electrification [removed: • Semiconductor] [added: •Semiconductor] fabrication and assembly [removed: • Datacenter] [added: •Datacenter] thermal management | [removed: ​] | [removed: • Advanced] [added: | | | | •Advanced] wound care [removed: • Population] [added: •Population] health clinical care improvement platform [removed: • Increased] [added: •Increased] food safety [removed: • Biopharma] [added: •Biopharma] industry expansion [removed: • Custom] [added: •Custom] orthodontics | [removed: ​] | [removed: • Air] [added: | | | | •Air] quality [removed: • Connected] [added: •Connected] filters and other products | [added: | |]

On December 31, [removed: 2020,] [added: 2021,] the Company employed approximately 95,000 people (full-time equivalents), with approximately [removed: 40,000] [added: 38,000] employed in the United States and [removed: 55,000] [added: 57,000] employed internationally.

3M also has development programs for managers and supervisors and provides learning opportunities for all [removed: employees.][added: employees, in addition to regular coaching and support from their supervisor.]

In addition to a professional [added: and flexible] work environment that promotes [removed: innovation] [added: innovation, well-being,] and rewards performance, 3M’s total compensation for employees includes a variety of components that support sustainable employment and the ability to build a strong financial future, including competitive market-based pay and comprehensive benefits.

[added: Programs and benefits differ internationally for a variety of reasons,] such as local legal requirements, market practices, and negotiations with works councils, trade unions, and other employee representative bodies.

In [removed: 2020,] [added: 2021,] the coronavirus (COVID-19) pandemic caused [removed: fluctuations in] [added: imbalances within global] supply markets.

[removed: Conversely, as] [added: As] markets re-opened and demand [removed: increased,] [added: increased following COVID lockdowns,] the Company experienced raw material price inflation [removed: with some level of stabilization late in the year.][added: and constrained supply.]

Overall, on a consolidated basis, 3M experienced net raw material price [removed: deflation] [added: inflation] in [removed: 2020.][added: 2021.]

[removed: 3M has avoided] [added: To help manage] disruption to its manufacturing [removed: operations through] [added: operations, 3M deploys] careful management of existing raw material inventories, strategic relationships with key suppliers, [removed: and development] as well as qualification of additional supply sources.

In [removed: 2020,] [added: 2021,] 3M expended approximately [removed: $55] [added: $157] million on capital projects for environmental purposes as defined below.

Capital projects for environmental purposes include waste reduction and pollution control programs such as, water usage reduction and water quality [added: improvement equipment, scrubbers, containment structures, solvent recovery units and thermal oxidizers.]

Capital expenditures for similar projects are presently expected to approach approximately [removed: $400] [added: $668] million for [removed: 2021 and] 2022 [added: and 2023] in aggregate.

No family relationships exist among any of the executive officers named, nor is [added: there any undisclosed arrangement or understanding pursuant to which any person was selected as an officer.]

This information is presented in the table below as of the date of the 10-K filing (February [removed: 4, 2021).][added: 9, 2022).]

| Name | | [added: | | | |] Age | | [added: | | | |] Present Position | | [removed: Position] | [removed: ​] | [added: | | Year Elected to Present Position | | | | | |] Other Positions Held during [removed: 2016] [added: 2017] - [removed: 2020] [added: 2021] | [added: | |]

| Michael F. Roman | [removed: ​] | [removed: 61] | [removed: ​] | [added: | | 62 | | | | | |] Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer | [removed: ​] | [added: | | | |] 2019 | [removed: ​] | [added: | | | |] Chief Executive Officer, 2018-2019 Chief Operating Officer and Executive Vice President, 2017-2018 Executive Vice President, Industrial Business Group, 2014-2017 | [added: | |]

| John P. Banovetz | [removed: ​] | [removed: 53] | [removed: ​] | [added: | | 54 | | | | | | Executive Vice President, Chief Technology Officer and Environmental Responsibility | | | | | | 2021 | | | | | |] Senior Vice President, [added: Chief Technology Officer and Environmental Responsibility, 2021 Senior Vice President,] Innovation and Stewardship and Chief Technology [removed: Officer | ​ |] [added: Officer,] 2020 [removed: | ​ |] Senior Vice President of Research and Development and Chief Technology Officer, 2017-2019 [removed: Managing Director, DACH Region, 2016-2017] | [added: | |]

| Eric D. Hammes | [removed: ​] | [removed: 46] | [removed: ​] | [added: | | 47 | | | | | |] Executive Vice President, [removed: Enterprise Operations] [added: Chief Country Governance and Services Officer] | [removed: ​] | [removed: 2019] | [removed: ​] | [added: | | 2021 | | | | | |] Senior Vice President, Manufacturing & Supply Chain, [removed: 2019] [added: 2019-2021] Senior Vice President, Business Transformation & Information Technology, 2017-2019 Vice President, Corporate Controller and Chief Accounting Officer, 2014-2017 | [added: | |]

| Ashish K. Khandpur | [removed: ​] | [removed: 53] | [removed: ​] | [removed: Executive Vice] [added: | | 54 | | | | | | Group] President, Transportation & Electronics [removed: Business Group] | [removed: ​] | [removed: 2019] | [removed: ​] | [added: | | 2021 | | | | | |] Executive Vice President, [added: Transportation & Electronic Business Group, 2019-2021 Executive Vice President,] Electronics & Energy Business Group, 2017-2019 Senior Vice President, Research and Development, and Chief Technology Officer, 2014-2017 | [added: | |]

| Jeffrey R. Lavers | [removed: ​] | [removed: 57] | [removed: ​] | [removed: Executive Vice] [added: | | 58 | | | | | | Group] President, Consumer Business Group | [removed: ​] | [removed: 2020] | [removed: ​] | [added: | | 2021 | | | | | | Executive] Vice [added: President, Consumer Business Group, 2020-2021 Vice] President and General Manager, Automotive and Aerospace Solutions Division, 2019-2020 Vice President and General Manager, Construction and Home Improvement Division, 2015-2019 | [added: | |]

| Monish Patolawala | [removed: ​] | [removed: 51] | [removed: ​] | [removed: Senior] [added: | | 52 | | | | | | Executive] Vice [removed: President and] [added: President,] Chief Financial [added: and Transformation] Officer | [removed: ​] | [removed: 2020] | [removed: ​] | [added: | | 2021 | | | | | | Senior Vice President and] Chief Financial [added: Officer 2020-2021 Chief Financial] Officer, Health Care and Vice President, Operational Transformation, General Electric, 2019-2020 Chief Financial Officer, Health Care, General Electric, 2015-2019 | [added: | |]

| Mojdeh Poul | [removed: ​] | [removed: 58] | [removed: ​] | [removed: Executive Vice] [added: | | 59 | | | | | | Group] President, Health Care Business Group | [removed: ​] | [removed: 2019] | [removed: ​] | [added: | | 2021 | | | | | |] Executive Vice President, [added: Health Care Business Group, 2019-2021 Executive Vice President,] Safety and Graphics Business Group, 2018-2019 President and General Manager, 3M Canada, 2016-2018 [removed: Vice President and General Manager, Infection Prevention Division, 2014-2016] | [added: | |]

| Michael G. Vale | [removed: ​] | [removed: 54] | [removed: ​] | [removed: Executive Vice] [added: | | 55 | | | | | | Group] President, Safety & Industrial Business Group | [removed: ​] | [removed: 2019] | [removed: ​] | [added: | | 2021 | | | | | |] Executive Vice President, [removed: Health Care] [added: Safety & Industrial] Business Group, [removed: 2016-2019] [added: 2019-2021] Executive Vice President, [removed: Consumer] [added: Health Care] Business Group, [removed: 2012-2016] [added: 2016-2019] | [added: | |]

This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of [added: 1995.]

- worldwide economic, political, regulatory, international trade, capital markets and other external conditions, such as interest rates, financial conditions of our suppliers and customers, trade restrictions such as tariffs in addition to retaliatory counter measures, [added: inflation,] and natural and other disasters or climate change affecting the operations of the Company or our suppliers and customers,

- legal and regulatory proceedings, legal compliance risks (including [removed: 3rd party] [added: third-party] risks) with regards to environmental, product liability and other laws and regulations in the United States and other countries in which we operate.

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

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[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

3M has a trust-based approach to work that empowers employees to work where and when they can best achieve their goals, which supports attraction and retention of talent around the globe.

Multiple weather, logistics and other disruptive events worsened global supply chain imbalances and contributed to higher costs.

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

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| Karina Chavez | | | | | | 48 | | | | | | Senior Vice President and Chief Strategy Officer | | | | | | 2021 | | | | | | Senior Vice President, Customer Operations, 2020-2021 Global Business Director, Home Improvement Business, 2017-2020 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Zoe Dickson | | | | | | 48 | | | | | | Executive Vice President and Chief Human Resources Officer | | | | | | 2021 | | | | | | Senior Vice President, Talent, Learning and Insights, 2021 Vice President, Organization Effectiveness and Talent, Human Resources, 2020-2021 Vice President, Organization Effectiveness, Human Resources 2019-2020 Vice President, Global Human Resources Business Operations, Human Resources 2018-2019 HR Director, Consumer Business Group 2016-2018 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Peter D. Gibbons | | | | | | 60 | | | | | | Group President, Enterprise Operations | | | | | | 2021 | | | | | | Chief Executive Officer, Tirehub, 2018-2021 Executive Vice President, Global Development and Product Supply & CSCO, Mattel, Inc, 2013-2018 | | |

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| Mark Murphy | | | | | | 53 | | | | | | Executive Vice President, Chief Information and Digital Officer | | | | | | 2021 | | | | | | Chief Information Officer, Abbott Laboratories, 2020-2021 Global Chief Information Officer and Vice President, BTS, Abbott Laboratories, 2018-2020 Medical Devices Chief Information Officer and Divisional VP, Abbott Laboratories, 2017-2018 | | |

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| Kevin H. Rhodes | | | | | | 59 | | | | | | Executive Vice President, Chief Legal Affairs Officer | | | | | | 2022 | | | | | | Senior Vice President and Deputy General Counsel, 2021 Vice President and Deputy General Counsel, 2019-2021 President and Chief Intellectual Property Counsel, Office of Intellectual Property Counsel and 3M Innovative Properties 2008-2019 | | |

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[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

As described in Note 19, effective in the first quarter of 2020, the Company changed its business segment reporting in its continuing effort to improve the alignment of businesses around markets and customers.

Additionally, the Company consolidated the way it presents geographic area net sales by providing an aggregate Americas geographic region (combining former United States and Latin America and Canada areas).

Also, effective in the second quarter of 2020, the measure of segment operating performance used by 3M’s chief operating decision maker changed and, as a result, the Company’s disclosed measure of segment profit/loss has been updated.

Information provided herein reflects the impact of these changes for all periods presented.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | Transportation and | ​ | ​ | ​ | ​ |

​

Programs and benefits differ internationally for a variety of reasons,

Generally, as demand for certain COVID-related products surged, 3M saw a corresponding tightening in supply and some degree of price inflation in associated markets.

Within the supply chain of less essential products, 3M experienced raw material price deflation as economies slowed and certain producers scaled back or idled operations.

To date, the Company is receiving sufficient quantities of all raw materials to meet its reasonably foreseeable production requirements.

improvement equipment, scrubbers, containment structures, solvent recovery units and thermal oxidizers.

there any undisclosed arrangement or understanding pursuant to which any person was selected as an officer.

| ​ | ​ | ​ | ​ | ​ | ​ | Year | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | Elected | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | to Present | ​ | ​ |

| Ivan K. Fong | ​ | 59 | ​ | Senior Vice President, General Counsel and Secretary | ​ | 2019 | ​ | Senior Vice President, Legal Affairs & General Counsel, 2012-2019 |

| Veena M. Lakkundi | ​ | 52 | ​ | Senior Vice President, Strategy & Business Development | ​ | 2020 | ​ | Vice President and General Manager, Industrial Adhesives and Tapes Division, 2019-2020 Vice President and Chief Ethics & Compliance Officer, Ethics & Compliance, Legal Affairs, 2019 Vice President, Chief Compliance Officer, Compliance and Business Conduct, Legal Affairs, 2017-2019 Business Director, Manufacturing Solutions, Industrial Adhesives and Tapes Division, 2015-2017 |

| Kristen M. Ludgate | ​ | 58 | ​ | Senior Vice President, Human Resources | ​ | 2018 | ​ | Senior Vice President, Corporate Communications and Enterprise Services, 2018 Vice President, Global Human Resources Business Operations, Human Resources, 2017-2018 Vice President, Associate General Counsel & Chief Compliance Officer, Compliance and Business Conduct, 2015-2017 |

| Denise R. Rutherford | ​ | 58 | ​ | Senior Vice President, Corporate Affairs | ​ | 2019 | ​ | Vice President, Research & Development and Commercialization, Industrial Business Group, 2017- 2019 Managing Director, 3M Japan, 2016-2017 Vice President, Greater China Area and Managing Director, 3M China, 2015-2016 |

1995.

[removed: FORM 10-K][added: FORM 10-K]

[removed: ☒] [added: ☒] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

[removed: SECURITIES] [added: SECURITIES] EXCHANGE ACT OF 1934

For the fiscal year ended December 31, [removed: 2020][added: 2021]

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

Principal executive offices: 3M [removed: Center,] [added: Center,] St. [removed: Paul,] [added: Paul,] Minnesota 55144

Telephone number: [removed: (651)] [added: (651)] 733-1110

| Title of each class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, Par Value $.01 Per Share | [removed: ​] | [added: | | | |] MMM | [removed: ​] | [added: | | | |] New York Stock [removed: Exchange, Inc.] [added: Exchange] | [added: | |]

| [removed: ​] | [removed: ​] | [added: | | | |] MMM | [removed: ​] | [added: | | | |] Chicago Stock Exchange, Inc. | [added: | |]

| 0.375% Notes due 2022 | [removed: ​] | [added: | | | |] MMM22A | [removed: ​] | [added: | | | |] New York Stock [removed: Exchange, Inc.] [added: Exchange] | [added: | |]

| 0.950% Notes due 2023 | [removed: ​] | [added: | | | |] MMM23 | [removed: ​] | [added: | | | |] New York Stock [removed: Exchange, Inc.] [added: Exchange] | [added: | |]

| 1.500% Notes due 2026 | [removed: ​] | [added: | | | |] MMM26 | [removed: ​] | [added: | | | |] New York Stock [removed: Exchange, Inc] [added: Exchange] | [added: | |]

| 1.750% Notes due 2030 | [removed: ​] | [added: | | | |] MMM30 | [removed: ​] | [added: | | | |] New York Stock [removed: Exchange, Inc.] [added: Exchange] | [added: | |]

| 1.500% Notes due 2031 | [removed: ​] | [added: | | | |] MMM31 | [removed: ​] | [added: | | | |] New York Stock [removed: Exchange, Inc.] [added: Exchange] | [added: | |]

Yes [removed: ☒] [added: x] No [removed: ☐][added: o]

Yes [removed: ☐] [added: o] No [removed: ☒][added: x]

| Large accelerated filer [removed: ☒] | [added: | | x | | |] Accelerated filer [removed: ☐] | [removed: ​] | [added: | o | | |] Non-accelerated filer [removed: ☐] | [added: | | o | | |] Smaller reporting company [added: | | |] ☐ | [added: | |] Emerging growth company [added: | | |] ☐ [removed: ​] | [added: | |]

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 [removed: $101.7] [added: $94.8] billion as of January 31, [removed: 2021] [added: 2022] (approximately [removed: $89.9] [added: $114.9] billion as of June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second quarter).

Shares of common stock outstanding at January 31, [removed: 2021: 579.1] [added: 2022: 571.1] million

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, [removed: 2020)] [added: 2021)] for its annual meeting to be held on May [removed: 11, 2021,] [added: 10, 2022,] are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

For the Year Ended December 31, [removed: 2020][added: 2021]

| [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | |] Beginning Page | [added: | |]

| [ITEM [removed: 1](#Item1Business_249447)] [added: 1](#i04254fc6fdb847859444e33430354842_13)] | [removed: ​] | [removed: [Business](#Item1Business_249447)] | [removed: ​] | [removed: 4] | [added: | [Business](#i04254fc6fdb847859444e33430354842_13) | | | | | | [3](#i04254fc6fdb847859444e33430354842_13) | | |]

| [ITEM [removed: 1A](#Item1ARiskFactors)] [added: 1A](#i04254fc6fdb847859444e33430354842_16)] | [removed: ​] | [added: | | | |] [Risk [removed: Factors](#Item1ARiskFactors)] [added: Factors](#i04254fc6fdb847859444e33430354842_16)] | [removed: ​] | [removed: 10] | [added: | | | [9](#i04254fc6fdb847859444e33430354842_16) | | |]

| [ITEM [removed: 1B](#Item1BUnresolvedStaffComments_707783)] [added: 1B](#i04254fc6fdb847859444e33430354842_19)] | [removed: ​] | [added: | | | |] [Unresolved Staff [removed: Comments](#Item1BUnresolvedStaffComments_707783)] [added: Comments](#i04254fc6fdb847859444e33430354842_19)] | [removed: ​] | [removed: 14] | [added: | | | [13](#i04254fc6fdb847859444e33430354842_19) | | |]

| [ITEM [removed: 2](#Item2Properties_583477)] [added: 2](#i04254fc6fdb847859444e33430354842_22)] | [removed: ​] | [removed: [Properties](#Item2Properties_583477)] | [removed: ​] | [removed: 15] | [added: | [Properties](#i04254fc6fdb847859444e33430354842_22) | | | | | | [14](#i04254fc6fdb847859444e33430354842_22) | | |]

| [ITEM [removed: 3](#Item3LegalProceedings_139319)] [added: 3](#i04254fc6fdb847859444e33430354842_25)] | [removed: ​] | [added: | | | |] [Legal [removed: Proceedings](#Item3LegalProceedings_139319)] [added: Proceedings](#i04254fc6fdb847859444e33430354842_25)] | [removed: ​] | [removed: 15] | [added: | | | [14](#i04254fc6fdb847859444e33430354842_25) | | |]

| [ITEM [removed: 4](#Item4MineSafety_982610)] [added: 4](#i04254fc6fdb847859444e33430354842_28)] | [removed: ​] | [added: | | | |] [Mine Safety [removed: Disclosures](#Item4MineSafety_982610)] [added: Disclosures](#i04254fc6fdb847859444e33430354842_28)] | [removed: ​] | [removed: 15] | [added: | | | [14](#i04254fc6fdb847859444e33430354842_28) | | |]

| [ITEM [removed: 5](#Item5MarketforRegistrants_154980)] [added: 5](#i04254fc6fdb847859444e33430354842_34)] | [removed: ​] | [added: | | | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item5MarketforRegistrants_154980)] [added: Securities](#i04254fc6fdb847859444e33430354842_34)] | [removed: ​] | [removed: 16] | [added: | | | [14](#i04254fc6fdb847859444e33430354842_34) | | |]

| [ITEM [removed: 7](#Item7Managements_989021)] [added: 7](#i04254fc6fdb847859444e33430354842_40)] | [removed: ​] | [added: | | | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item7Managements_989021)] [added: Operations](#i04254fc6fdb847859444e33430354842_40)] | [removed: ​] | [removed: 18] | [added: | | | [16](#i04254fc6fdb847859444e33430354842_40) | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] 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: | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [removed: [Overview](#Overview)] | [removed: ​] | [removed: 18] | [added: | [Overview](#i04254fc6fdb847859444e33430354842_43) | | | | | | [16](#i04254fc6fdb847859444e33430354842_43) | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [Results of [removed: Operations](#Results_of_Operations)] [added: Operations](#i04254fc6fdb847859444e33430354842_46)] | [removed: ​] | [removed: 29] | [added: | | | [23](#i04254fc6fdb847859444e33430354842_46) | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [Performance by Business [removed: Segment](#Performance_by_Bus_Segment)] [added: Segment](#i04254fc6fdb847859444e33430354842_49)] | [removed: ​] | [removed: 34] | [added: | | | [25](#i04254fc6fdb847859444e33430354842_49) | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [Performance by Geographic [removed: Area](#Performance_by_Geographic_Area)] [added: Area](#i04254fc6fdb847859444e33430354842_52)] | [removed: ​] | [removed: 39] | [added: | | | [30](#i04254fc6fdb847859444e33430354842_52) | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [Critical Accounting [removed: Estimates](#Critical_Acct_Estimates)] [added: Estimates](#i04254fc6fdb847859444e33430354842_55)] | [removed: ​] | [removed: 40] | [added: | | | [30](#i04254fc6fdb847859444e33430354842_55) | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [New Accounting [removed: Pronouncements](#New_Acct_Pronouncements)] [added: Pronouncements](#i04254fc6fdb847859444e33430354842_58)] | [removed: ​] | [removed: 43] | [added: | | | [33](#i04254fc6fdb847859444e33430354842_58) | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [Financial Condition and [removed: Liquidity](#Financial_Condition_and_Liquidity)] [added: Liquidity](#i04254fc6fdb847859444e33430354842_61)] | [removed: ​] | [removed: 44] | [added: | | | [33](#i04254fc6fdb847859444e33430354842_61) | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [Financial [removed: Instruments](#Financial_Instruments)] [added: Instruments](#i04254fc6fdb847859444e33430354842_64)] | [removed: ​] | [removed: 52] | [added: | | | [40](#i04254fc6fdb847859444e33430354842_64) | | |]

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

State of Incorporation: Delaware

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Yes x No o

Yes x No o

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Yes ☒ No o

Yes ☐ No x

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

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| [PART II](#i04254fc6fdb847859444e33430354842_31) | | | | | | | | | | | | | | |

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[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

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| | | | | | | [Note 11. Marketable Securities](#i04254fc6fdb847859444e33430354842_157) | | | | | | [75](#i04254fc6fdb847859444e33430354842_157) | | |

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| [ITEM 9B](#i04254fc6fdb847859444e33430354842_214) | | | | | | [Other Information](#i04254fc6fdb847859444e33430354842_214) | | | | | | [125](#i04254fc6fdb847859444e33430354842_214) | | |

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| [ITEM 9C](#i04254fc6fdb847859444e33430354842_2164) | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i04254fc6fdb847859444e33430354842_2164) | | | | | | [125](#i04254fc6fdb847859444e33430354842_214) | | |

low

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| [PART I](#PARTI_522757) | ​ | ​ | ​ | ​ |

| [PART II](#PARTII_439646) | ​ | ​ | ​ | ​ |

| [ITEM 6](#Item6SelectedFinancialData_957480) | ​ | [Selected Financial Data](#Item6SelectedFinancialData_957480) | ​ | 17 |

| [ITEM 8](#Item8FinancialStatements_681793) | ​ | [Financial Statements and Supplementary Data (continued)](#Item8FinancialStatements_681793) | ​ | ​ |

| ​ | ​ | [Note 11. Marketable Securities and Held-to-Maturity Debt Securities](#NOTE9MarketableSecurities_145040) | ​ | 87 |

| ​ | ​ | [Note 20. Quarterly Data (Unaudited)](#Note_QuarterlyData) | ​ | 138 |

| [ITEM 9B](#Item9BOtherInformation_903268) | ​ | [Other Information](#Item9BOtherInformation_903268) | ​ | 139 |

| [PART III](#PARTIII_576398) | ​ | ​ | ​ | ​ |

| [ITEM 11](#Item11Executive_328266) | ​ | [Executive Compensation](#Item11Executive_328266) | ​ | 140 |

| [PART IV](#PARTIV_527674) | ​ | ​ | ​ | ​ |

| [ITEM 16](#Item_16_10K_Summary) | ​ | [Form 10-K Summary](#Item_16_10K_Summary) | ​ | 144 |

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

The Company operates [removed: 64] [added: 61] manufacturing facilities in 29 states.

Internationally, the Company operates [removed: 97] [added: 89] manufacturing and converting facilities in [removed: 35] [added: 30] countries.

Because 3M is a global enterprise characterized by substantial [removed: intersegment] [added: inter-segment] cooperation, properties are often used by multiple business segments.

For the year [removed: 2020,] [added: 2021,] the information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Act is included in Exhibit 95 to this annual report.

At January 31, [removed: 2021,] [added: 2022,] there were [removed: 68,372] [added: 65,295] shareholders of record.

Cash dividends declared and paid totaled [removed: $1.47] [added: $1.48] and [removed: $1.44] [added: $1.47] per share for each quarter in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

[removed: | (1) | The] [added: (1)The] total number of shares purchased includes: (i) shares purchased under the Board’s authorizations described above, and (ii) shares purchased in connection with the exercise of stock options. [removed: |]

[removed: | (2) | The] [added: (2)The] total number of shares purchased as part of publicly announced plans or programs includes shares purchased under the Board’s authorizations described above. [removed: |]

[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

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| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | | | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (Millions) | | |

| January 1 - 31, 2021 | | | | | | 582 | | | | | | $ | 176.96 | | | | | — | | | | | | $ | 7,753 | |

| February 1 - 28, 2021 | | | | | | 494,988 | | | | | | 177.92 | | | | | | 493,702 | | | | | | 7,665 | | |

| March 1 - 31, 2021 | | | | | | 669,754 | | | | | | 187.05 | | | | | | 669,754 | | | | | | 7,540 | | |

| January 1 - March 31, 2021 | | | | | | 1,165,324 | | | | | | 183.17 | | | | | | 1,163,456 | | | | | | | | |

| April 1 - 30, 2021 | | | | | | 556,060 | | | | | | 197.41 | | | | | | 556,060 | | | | | | $ | 7,430 | |

| May 1 - 31, 2021 | | | | | | 844,500 | | | | | | 202.50 | | | | | | 844,500 | | | | | | 7,259 | | |

| June 1 - 30, 2021 | | | | | | 1,097,327 | | | | | | 199.03 | | | | | | 1,097,327 | | | | | | 7,041 | | |

| April 1 - June 30, 2021 | | | | | | 2,497,887 | | | | | | 199.84 | | | | | | 2,497,887 | | | | | | | | |

| July 1 - 31, 2021 | | | | | | 387,011 | | | | | | 199.54 | | | | | | 387,011 | | | | | | $ | 6,964 | |

| August 1 - 31, 2021 | | | | | | 444,821 | | | | | | 197.32 | | | | | | 444,821 | | | | | | 6,876 | | |

| September 1 - 30, 2021 | | | | | | 2,180,441 | | | | | | 181.88 | | | | | | 2,180,441 | | | | | | 6,479 | | |

| July 1 - September 30, 2021 | | | | | | 3,012,273 | | | | | | 186.43 | | | | | | 3,012,273 | | | | | | | | |

| October 1 - 31, 2021 | | | | | | 2,377,664 | | | | | | 179.42 | | | | | | 2,377,664 | | | | | | $ | 6,053 | |

| November 1 - 30, 2021 | | | | | | 2,019,599 | | | | | | 180.25 | | | | | | 2,019,599 | | | | | | 5,689 | | |

| December 1 - 31, 2021 | | | | | | 580,634 | | | | | | 175.19 | | | | | | 580,634 | | | | | | 5,587 | | |

| October 1 - December 31, 2021 | | | | | | 4,977,897 | | | | | | 179.26 | | | | | | 4,977,897 | | | | | | | | |

| January 1 - December 31, 2021 | | | | | | 11,653,381 | | | | | | 185.92 | | | | | | 11,651,513 | | | | | | | | |

___________________________________________________

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| ​ | | ​ | | ​ | ​ | | ​ | | Maximum | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Approximate | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Dollar Value of | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Total Number of | ​ | Shares that May | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Shares Purchased | ​ | Yet Be Purchased | | |

| ​ | ​ | Total Number of | ​ | Average Price | | ​ | as Part of Publicly | ​ | under the Plans | | |

| ​ | ​ | Shares Purchased | ​ | Paid per | | ​ | Announced Plans | ​ | or Programs | | |

| Period | ​ | (1) | ​ | Share | | ​ | or Programs (2) | ​ | (Millions) | | |

| January 1-31, 2020 | | 567,358 | ​ | $ | 175.01 | | 567,162 | ​ | $ | 7,973 | ​ |

| February 1-29, 2020 | | 752,388 | ​ | $ | 157.29 | | 750,262 | ​ | $ | 7,855 | ​ |

| March 1-31, 2020 | | 723,676 | ​ | $ | 140.55 | | 723,676 | ​ | $ | 7,753 | ​ |

| Total January 1-March 31, 2020 | | 2,043,422 | ​ | $ | 156.28 | | 2,041,100 | ​ | $ | 7,753 | ​ |

| April 1-30, 2020 | | 86 | ​ | $ | 133.13 | | — | ​ | $ | 7,753 | ​ |

| May 1-31, 2020 | | — | ​ | $ | — | | — | ​ | $ | 7,753 | ​ |

| June 1-30, 2020 | | — | ​ | $ | — | | — | ​ | $ | 7,753 | ​ |

| Total April 1-June 30, 2020 | | 86 | ​ | $ | 114.18 | | — | ​ | $ | 7,753 | ​ |

| July 1-31, 2020 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 7,753 | ​ |

| August 1-31, 2020 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 7,753 | ​ |

| September 1-30, 2020 | ​ | 779 | ​ | $ | 172.38 | ​ | — | ​ | $ | 7,753 | ​ |

| Total July 1-September 30, 2020 | ​ | 779 | ​ | $ | 172.38 | ​ | — | ​ | $ | 7,753 | ​ |

| October 1-31, 2020 | | — | ​ | $ | — | | — | ​ | $ | 7,753 | ​ |

| November 1-30, 2020 | | 680 | ​ | $ | 173.64 | | — | ​ | $ | 7,753 | ​ |

| December 1-31, 2020 | | — | ​ | $ | — | | — | ​ | $ | 7,753 | ​ |

| Total October 1-December 31, 2020 | | 680 | ​ | $ | 173.64 | | — | ​ | $ | 7,753 | ​ |

| Total January 1-December 31, 2020 | | 2,044,967 | ​ | $ | 156.29 | | 2,041,100 | ​ | $ | 7,753 | ​ |

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[Table of](#i04254fc6fdb847859444e33430354842_7) [Contents](#i04254fc6fdb847859444e33430354842_7)

​

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| (Dollars in millions, except per share amounts) | | 2020 | | | 2019* | | | 2018 | | | 2017 | | | 2016 | | |

| Years ended December 31: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net sales | ​ | $ | 32,184 | ​ | $ | 32,136 | ​ | $ | 32,765 | ​ | $ | 31,657 | ​ | $ | 30,109 | ​ |

| Net income attributable to 3M | ​ | | 5,384 | ​ | | 4,570 | ​ | | 5,349 | ​ | | 4,858 | ​ | | 5,050 | ​ |

| Per share of 3M common stock: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net income attributable to 3M — basic | ​ | | 9.32 | ​ | | 7.92 | ​ | | 9.09 | ​ | | 8.13 | ​ | | 8.35 | ​ |

| Net income attributable to 3M — diluted | ​ | | 9.25 | ​ | | 7.81 | ​ | | 8.89 | ​ | | 7.93 | ​ | | 8.16 | ​ |

| Cash dividends declared and paid per 3M common share | ​ | | 5.88 | ​ | | 5.76 | ​ | | 5.44 | ​ | | 4.70 | ​ | | 4.44 | ​ |

| At December 31: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total assets | ​ | $ | 47,344 | ​ | $ | 44,659 | ​ | $ | 36,500 | ​ | $ | 37,987 | ​ | $ | 32,906 | ​ |

| Long-term debt (excluding portion due within one year) and long-term lease obligations | ​ | | 18,082 | ​ | | 17,629 | ​ | | 13,486 | ​ | | 12,156 | ​ | | 10,723 | ​ |

* The Company adopted ASU No. 2016-02 and related standards (collectively, Accounting Standards Codification (ASC) 842, _Leases)_, as described in Note 1, on January 1, 2019 using the modified retrospective method of adoption.

The adoption resulted in the recording of right of use assets and associated lease liabilities of $0.8 billion each as of January 1, 2019, $0.5 billion of which relates to long-term operating lease obligations.

The Company adopted ASU No. 2014-09 and related standards (collectively, ASC 606, _Revenue from Contracts with Customers_), as described in Note 2, on January 1, 2018 using the modified retrospective method of adoption, the impact of which was not material to the Company’s consolidated results of operations and financial condition.

Prior periods have not been restated.

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 [removed: _Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)_.][added: (2013)*.]

Based on the assessment, management concluded that, as of December 31, [removed: 2020,] [added: 2021,] the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

To the [removed: Shareholders and] Board of Directors [added: and Shareholders] of 3M Company

We have audited the accompanying consolidated balance sheet of 3M Company and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: _Internal] [added: *Internal] Control - Integrated [removed: Framework_] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: _Internal] [added: *Internal] Control - Integrated [removed: Framework_] [added: Framework*] (2013) issued by the COSO.

As discussed in [removed: Note] [added: Notes] 1 [added: and 8] to the consolidated financial statements, the Company changed the manner in which it accounts for [added: net periodic pension and postretirement plan cost in 2021 and the manner in which it accounts for] leases in [removed: 2019.][added: 2019, respectively.]

[added: A company’s internal control over financial 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, use, or disposition of the company’s assets that could have a material effect on the financial statements.

[removed: _Legal Proceedings Contingencies_][added: *Legal Proceedings*]

As described in Note 16 to the consolidated financial statements, management records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and when [removed: the liability] [added: loss] is probable.

Where the reasonable estimate of the probable loss is a range, management records [added: as an accrual in its financial statements] the most likely estimate of the loss, or the low end of the range if there is no one best estimate.

The principal considerations for our determination that performing procedures relating to legal proceedings [removed: contingencies] is a critical audit matter are [removed: there was] [added: the] significant judgment by management when assessing the likelihood of a loss being incurred and when estimating the loss or range of loss for each claim, which in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assessment of the liabilities and disclosures associated with legal proceedings.

Consolidated Statement of [removed: Income][added: Income]

| (Millions, except per share amounts) | | | [added: | | | 2021 | | | | | |] 2020 | | | [removed: 2019] | | | [removed: 2018] [added: 2019] | | |

| Net sales | [removed: ​] | [removed: ​] | [added: | | |] $ | [removed: 32,184] [added: 35,355] | [removed: ​] | [added: | | |] $ | [removed: 32,136] [added: 32,184] | [removed: ​] | [added: | | |] $ | [removed: 32,765] [added: 32,136] | [removed: ​] |

| Operating expenses | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | | |]

| Cost of sales | [removed: ​] | [removed: ​] | | [removed: 16,605] | [removed: ​] | [added: 18,795] | [removed: 17,136] | [removed: ​] | | [removed: 16,682] | [removed: ​] | [added: 16,605 | | | | | | 17,136 | | |]

| Selling, general and administrative expenses | [removed: ​] | [removed: ​] | | [removed: 6,929] | [removed: ​] | [added: 7,197] | [removed: 7,029] | [removed: ​] | | [removed: 7,602] | [removed: ​] | [added: 6,929 | | | | | | 7,029 | | |]

| Research, development and related expenses | [removed: ​] | [removed: ​] | | [removed: 1,878] | [removed: ​] | [added: 1,994] | [removed: 1,911] | [removed: ​] | | [removed: 1,821] | [removed: ​] | [added: 1,878 | | | | | | 1,911 | | |]

| Gain on sale of businesses | [removed: ​] | [removed: ​] | [removed: ​] | [removed: (389)] | [removed: ​] | [removed: ​] [added: —] | [removed: (114)] | [removed: ​] | [removed: ​] | [removed: (547)] | [removed: ​] | [added: (389) | | | | | | (114) | | |]

| Total operating expenses | [removed: ​] | [removed: ​] | | [removed: 25,023] | [removed: ​] | [added: 27,986] | [removed: 25,962] | [removed: ​] | | [removed: 25,558] | [removed: ​] | [added: 25,023 | | | | | | 25,962 | | |]

| Operating income | [removed: ​] | [removed: ​] | | [removed: 7,161] | [removed: ​] | [added: 7,369] | [removed: 6,174] | [removed: ​] | | [removed: 7,207] | [removed: ​] | [added: 7,161 | | | | | | 6,174 | | |]

| Other expense (income), net | [removed: ​] | [removed: ​] | | [removed: 450] | [removed: ​] | [added: 450] | [added: | | | | | 366 | | | | | |] 462 | [removed: ​] | | [removed: 207] | [removed: ​] | [added: | 531 | | |]

| Income before income taxes | [removed: ​] | [removed: ​] | | [removed: 6,711] | [removed: ​] | [added: 6,711] | [added: | | | | | 6,795 | | | | | |] 5,712 | [removed: ​] | | [removed: 7,000] | [removed: ​] | [added: | 5,643 | | |]

| Provision for income taxes | [removed: ​] | [removed: ​] | | [removed: 1,318] | [removed: ​] | [added: 1,318] | [added: | | | | | 1,337 | | | | | |] 1,130 | [removed: ​] | | [removed: 1,637] | [removed: ​] | [added: | 1,114 | | |]

| Income of consolidated group | [removed: ​] | [removed: ​] | [removed: $] | [removed: 5,393] | [removed: ​] | [removed: $] [added: 5,393] | [added: | | | | | 5,458 | | | | | |] 4,582 | [removed: ​] | [removed: $] | [removed: 5,363] | [removed: ​] | [added: | 4,529 | | |]

| Income (loss) from unconsolidated subsidiaries, net of taxes | [removed: ​] | [removed: ​] | [removed: ​] | [removed: (5)] | [removed: ​] | [removed: ​] [added: 10] | [removed: —] | [removed: ​] | [removed: ​] | [added: | | (5) | | | | | |] — | [removed: ​] | [added: |]

| Net income including noncontrolling interest | [removed: ​] | [removed: ​] | [removed: $] | [removed: 5,388] | [removed: ​] | [removed: $] [added: 5,388] | [added: | | | | | 5,453 | | | | | |] 4,582 | [removed: ​] | [removed: $] | [removed: 5,363] | [removed: ​] | [added: | 4,529 | | |]

| Less: Net income (loss) attributable to noncontrolling interest | [removed: ​] | [removed: ​] | | [removed: 4] | [removed: ​] | [added: 8] | [removed: 12] | [removed: ​] | | [removed: 14] | [removed: ​] | [added: 4 | | | | | | 12 | | |]

| Net income attributable to 3M | [removed: ​] | [removed: ​] | [removed: $] | [removed: 5,384] | [removed: ​] | [removed: $] [added: 5,384] | [added: | | | | | 5,449 | | | | | |] 4,570 | [removed: ​] | [removed: $] | [removed: 5,349] | [removed: ​] | [added: | 4,517 | | |]

| Weighted average 3M common shares outstanding — basic | [removed: ​] | [removed: ​] | | [removed: 577.6] | [removed: ​] | [added: 579.0] | [removed: 577.0] | [removed: ​] | | [removed: 588.5] | [removed: ​] | [added: 577.6 | | | | | | 577.0 | | |]