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Cover and table of contents

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Cover and table of contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-3285

3M COMPANY

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

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $.01 Per ShareMMMNew York Stock Exchange
MMMChicago Stock Exchange, Inc.
0.950% Notes due 2023MMM23New York Stock Exchange
1.500% Notes due 2026MMM26New York Stock Exchange
1.750% Notes due 2030MMM30New York Stock Exchange
1.500% Notes due 2031MMM31New York Stock Exchange

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

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

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

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 o No x

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 x No o

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 x No o

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.

Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller 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. o

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 o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b) o

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

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 $63.3 billion as of January 31, 2023 (approximately $73.7 billion as of June 30, 2022, the last business day of the registrant’s most recently completed second quarter).

Shares of common stock outstanding at January 31, 2023: 550.5 million

DOCUMENTS INCORPORATED BY REFERENCE

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, 2022) for its annual meeting to be held on May 9, 2023, are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

Table of Contents

3M COMPANY

FORM 10-K

For the Year Ended December 31, 2022

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.

Beginning Page
PART I
ITEM 1Business4
ITEM 1ARisk Factors10
ITEM 1BUnresolved Staff Comments16
ITEM 2Properties16
ITEM 3Legal Proceedings17
ITEM 4Mine Safety Disclosures17
PART II
ITEM 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities18
ITEM 7Management’s Discussion and Analysis of Financial Condition and Results of Operations19
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:
Overview19
Results of Operations27
Performance by Business Segment28
Performance by Geographic Area33
Critical Accounting Estimates34
New Accounting Pronouncements36
Financial Condition and Liquidity37
Financial Instruments42
ITEM 7AQuantitative and Qualitative Disclosures About Market Risk42
ITEM 8Financial Statements and Supplementary Data43
Index to Financial Statements43
Management’s Responsibility for Financial Reporting44
Management’s Report on Internal Control Over Financial Reporting44
Report of Independent Registered Public Accounting Firm45
Consolidated Statement of Income for years ended December 31, 2022, 2021 and 202048
Consolidated Statement of Comprehensive Income for the years ended December 31, 2022, 2021 and 202049
Consolidated Balance Sheet at December 31, 2022 and 202150
Consolidated Statement of Changes in Equity for the years ended December 31, 2022, 2021 and 202051
Consolidated Statement of Cash Flows for the years ended December 31, 2022, 2021 and 202052
Notes to Consolidated Financial Statements53
Note 1. Significant Accounting Policies53
Note 2. Revenue59
Note 3. Acquisitions and Divestitures61
Note 4. Goodwill and Intangible Assets63

Table of Contents

Note 5. Restructuring Actions64
Note 6. Supplemental Income Statement Information67
Note 7. Supplemental Balance Sheet Information68
Note 8. Supplemental Equity and Comprehensive Income Information69
Note 9. Supplemental Cash Flow Information70
Note 10. Income Taxes71
Note 11. Marketable Securities74
Note 12. Long-Term Debt and Short-Term Borrowings75
Note 13. Pension and Postretirement Benefit Plans77
Note 14. Derivatives87
Note 15. Fair Value Measurements92
Note 16. Commitments and Contingencies94
Note 17. Leases116
Note 18. Stock-Based Compensation118
Note 19. Business Segments and Geographic Information121
ITEM 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure125
ITEM 9AControls and Procedures125
ITEM 9BOther Information125
ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections125
PART III
ITEM 10Directors, Executive Officers and Corporate Governance126
ITEM 11Executive Compensation126
ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters127
ITEM 13Certain Relationships and Related Transactions, and Director Independence127
ITEM 14Principal Accounting Fees and Services127
PART IV
ITEM 15Exhibits, Financial Statement Schedules128
ITEM 16Form 10-K Summary130

Table of Contents

3M COMPANY

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 2022

PART I

Next: Item 1. Business.