3M (MMM) 10-K risk factor changes: FY2023 vs FY2022

Discussion of these factors is incorporated by reference into and considered an integral part of Part II, Item 7, “Management’s Discussion and Analysis of Financial [removed: Conditions] [added: Condition] and Results of Operations.”

Risks Related to the Global Economy and [removed: Public Health Crises][added: External Conditions]

The Company [removed: operates in more than 70 countries and] derives approximately [removed: 60] [added: 54] percent of its revenues from outside the United States, and, accordingly, the Company’s operations and the execution of its business strategies and plans are subject to global competition and economic and geopolitical risks that are beyond its control, such as, among other things, disruptions in financial markets, economic downturns, military conflicts, [added: terrorism,] public health [removed: emergencies such as COVID-19,] [added: emergencies,] political changes and trends such as protectionism, economic nationalism resulting in government actions impacting international trade agreements or imposing trade restrictions such as tariffs and retaliatory counter measures, and government deficit reduction and other austerity measures in locations or industries in which the Company operates.

The global economy has been impacted by [removed: the] military [added: conflicts, including the] conflict between Russia and Ukraine.

3M suspended operations of its subsidiaries in Russia in March 2022 [removed: and, in September 2022, committed to] [added: and completed] a [removed: plan to exit the related net assets through an intended] sale of the [removed: subsidiaries.][added: related assets in June 2023.]

These geopolitical tensions could result in, among other things, cyberattacks, [removed: further] supply chain [removed: disruptions impacting downstream customers,] [added: disruptions,] higher energy [added: and other commodity] costs, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect the Company's business and supply chain.

Climate [removed: change, as well as] [added: change and severe weather events, including] related environmental and social regulations, [added: as well as natural disasters,] may negatively impact the Company or its customers and suppliers, in terms of availability and cost of natural resources, sources and supply of energy, product demand and manufacturing, [added: compliance costs,] and the health and well-being of individuals and communities in which we or our suppliers or customers operate.

Because the Company’s financial statements are denominated in U.S. dollars and approximately [removed: 60] [added: 54] percent of the Company’s revenues are derived from outside the United States, the Company’s results of operations and its ability to realize projected growth rates in sales and earnings could be adversely affected if the U.S. dollar strengthens significantly against foreign currencies.

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

As science and technology evolve and advance, and in response to evolving knowledge and the understanding that certain PFAS compounds had the potential to build up over time, 3M announced in 2000 that [removed: we] [added: it] would voluntarily phase out production of two PFAS substances, perfluorooctanoate (PFOA) and perfluorooctane sulfonate (PFOS) globally as a precautionary measure.

[removed: Phased] [added: The phase] out [removed: products] included [added: materials used to produce certain repellents and surfactant products, and products including] Aqueous Film Forming Foam (AFFF) and certain coatings for food packaging, for example.

[removed: The] [added: Following the phase out of PFOA and PFOS production, the] Company [removed: continues] [added: has continued] to review, control, or eliminate the presence of certain PFAS in purchased materials, as intended substances in products, or as byproducts of some of 3M’s current manufacturing processes, products, and waste streams.

3M announced in December 2022 it will take two [removed: actions:] [added: actions with respect to PFAS (2022 PFAS Announcement):] exiting all PFAS manufacturing by the end of 2025; and working to discontinue the use of PFAS across its product portfolio by the end of 2025.

The Company recognized a $0.8 billion pre-tax charge in the fourth quarter of 2022 associated with this announcement related to asset impairments, and will incur additional expenses in connection with [removed: its exit activities.][added: the 2022 PFAS Announcement.]

In addition, [removed: these two announced actions (the “exit”) involve] [added: the 2022 PFAS Announcement involves] risks, [removed: including] [added: including:] the actual timing, costs, and financial impact of such exit; the Company’s ability to complete such [removed: exit,] [added: exit] on the anticipated timing or at all; potential governmental or regulatory actions relating to PFAS [removed: manufacturing and production,] or the Company’s exit plans; the Company’s ability to identify and [removed: manufacture] [added: manufacture, or procure from third parties if possible,] acceptable [removed: substitutes] [added: options] for [removed: the discontinued products, and] [added: PFAS-containing materials in 3M's supply chain;] the possibility that such [added: non-PFAS options are not available or that such] substitutes [removed: will] [added: may] not achieve the anticipated or desired [removed: commercial] [added: commercial, financial] or operational results; potential litigation relating to the Company’s exit [removed: plans;] [added: plans or to any products that include third-party manufactured materials containing PFAS that are incorporated into the products the Company sells;] and the possibility that the planned exit will involve greater costs than anticipated, [added: may not be feasible, may not be feasible on the timeframe initially predicted,] or [added: may] otherwise have negative impacts on the Company’s relationships with its customers and other counterparties.

3M currently is defending lawsuits concerning various PFAS-related products and chemistries, and is subject to unasserted and asserted claims and governmental regulatory proceedings and inquiries related to the production and use of PFAS in a variety of jurisdictions, as discussed in Note [removed: 16,] [added: 18,] “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements.

The outcome of legal and regulatory proceedings related to compliance with these treaties, laws, regulations, and requirements could have a material adverse effect on the Company's [added: reputation,] ability to execute its strategy and its results of operations.*

The Company [added: operates globally, including in some jurisdictions that pose potentially elevated risks of fraud or corruption or increased risk of internal control issues, and] is subject to risks related to international, federal, state, and local treaties, laws, and regulations, including those involving product liability; [removed: antitrust;] [added: securities and corporate laws; antitrust and competition laws;] intellectual property; environmental, health, and safety; tax; the U.S. Foreign Corrupt Practices Act [added: (FCPA)] and other [removed: anti-bribery] [added: anti-bribery, anti-corruption] laws; international import and export requirements and 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, and the Sunshine Act; and other matters.

Legal compliance risks also include third-party risks where the Company’s suppliers, vendors, or channel [removed: partners] [added: partners, or trade associations to which the Company belongs,] have business practices that are inconsistent with 3M’s Supplier Responsibility Code, 3M performance requirements, or with legal requirements.

In addition, the outcome of legal and regulatory proceedings related to compliance with these treaties, laws, regulations, and requirements are difficult to reliably predict, may differ from the Company’s expectations, and [removed: can] [added: have resulted and may in the future] result in, [removed: among other things,] [added: one or more of the following:] criminal or civil sanctions, including fines; limitations on the extent to which the Company can conduct business; [added: employee] and [added: business partner terminations due to policy violations; and] private rights of action that result in litigation exposure, including expenses and costs incurred in connection with settlement or court proceedings, for the Company.

A future adverse ruling, settlement, or unfavorable development could result in future charges that could have a material adverse effect on the Company’s results of operations or cash [removed: flows.][added: flows or its consolidated financial position.]

For a more detailed discussion of the legal proceedings involving the Company and the associated accounting estimates, see the discussion in Note [removed: 16,] [added: 18,] “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements.

Demand for the Company’s products, which impacts revenue and profit margins, is affected by, among other things, (i) the development and timing of the introduction of competitive products; (ii) the Company’s pricing strategies; (iii) changes in customer order patterns, such as changes in the levels of inventory maintained by customers, vendors, or channel partners; (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 [removed: intelligence,] [added: intelligence and machine learning technologies,] block-chain, expanded analytics, and other enhanced learnings from increasing volume of available data.

Supplier relationships have been and could be interrupted in the future due to supplier material shortage, climate [removed: impacts,] [added: impacts and severe weather events,] natural and other disasters, and other disruptive events such as military conflicts, or be terminated.

Any sustained interruption in the Company’s receipt of adequate supplies, supply chain disruptions impacting the distribution of products, or disruption to key manufacturing sites’ operations 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 [removed: Company.][added: Company and its ability to fulfill supply obligations to its customers.]

The Company employs information [added: including operational] technology systems to support its business and [added: to] collect, store, [removed: and] [added: and/or] use proprietary and confidential information, including ongoing phased implementation of an enterprise resource planning (ERP) system as part of [added: its] business transformation on a worldwide basis over the next several years.

Security and data breaches, cyberattacks, and other cybersecurity incidents involving the Company’s information technology [removed: systems] [added: systems, networks] and infrastructure could disrupt or interfere with the Company’s operations; result in the compromise and misappropriation of proprietary and confidential information belonging to the Company or its customers, suppliers, and employees; and expose the Company to numerous expenses, liabilities, and other negative consequences, any or all of which could adversely impact the Company’s business, reputation, and results of operations.*

Third parties and threat actors, including organized criminals, [removed: nation-state, or] nation-state [added: entities, and/or nation-state] supported actors, regularly attempt to gain unauthorized access to the Company’s information [added: and operational] technology networks and infrastructure, data, and other information, and many such attempts are [added: becoming] increasingly sophisticated.

Despite our cybersecurity and business continuity [added: counter] measures (including employee and third-party training, monitoring of networks and systems, patching, maintenance, and backup of systems and data), the Company’s information [added: and operational] technology [added: systems,] networks and infrastructure are still potentially susceptible to [removed: attack,] [added: cyber-attack, insider threat,] compromise, damage, disruption, or shutdown, including as a result of the exploitation of known or unknown hardware or software [removed: vulnerabilities] [added: vulnerabilities, or zero day attacks,] in our systems or [removed: in] the systems of our vendors and third-party service providers, the introduction of computer [removed: viruses] [added: viruses, malware] or ransomware, service or cloud provider disruptions or security breaches, phishing attempts, employee error or malfeasance, power outages, telecommunication or utility failures, systems failures, natural disasters, or other catastrophic events.

The Company’s increased adoption of remote working, initially driven by the [added: COVID-19 health] pandemic, also introduces additional threats and risk of disruptions to our information technology [added: systems,] networks and infrastructure.

Despite our cybersecurity [added: counter] measures, it is possible for security vulnerabilities or a cyberattack to remain undetected for an extended time period, up to and including several [removed: years,] [added: months,] and the prioritization of decisions with respect to security measures and remediation of known vulnerabilities that we and the vendors and other third parties upon which we rely make may prove inadequate to protect against [added: these] attacks.

While we and third parties we utilize have experienced, and expect to continue to experience, cyberattacks [removed: on and breaches and] [added: that may lead to other] disruptions of the Company’s and the third parties' information [added: and operational] technology systems and infrastructure, we do not believe that any such incidents to date have had a material impact on the Company.

Any cybersecurity incident or information [added: or operational] technology network disruption could result in numerous negative consequences, including the risk of legal claims or proceedings, investigations or enforcement actions by U.S., state, or foreign regulators; liabilities or penalties under applicable laws and regulations, including privacy laws and regulations in the U.S. and other jurisdictions; interference with the Company’s operations; the incurrence of remediation costs; loss of intellectual property protection; the loss of customer, supplier, or employee relationships; and damage to the Company’s reputation, any of which could adversely affect the Company’s business.

Although the Company maintains insurance coverage for various cybersecurity and business continuity risks, there can be no guarantee that all [removed: costs] [added: costs, damages, expenses] or losses incurred will be fully insured.

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

Divestitures may include continued [removed: financial] involvement in the divested businesses, such as through [removed: guarantees] [added: transitional] or [removed: other financial] [added: longer-term supply or distribution] arrangements, following the transaction, [removed: will result in the loss of revenue associated with the businesses that are divested,] and may result in unexpected liabilities through indemnification or other risk-shifting mechanisms in the applicable divestiture agreement.

The Company’s future results may be affected by its operational execution, including [added: through organizational restructurings and] scenarios where the Company generates fewer productivity improvements than planned.*

The Company utilizes various tools, such as continuous improvement, to improve productivity and reduce expenses and engages in ongoing global business [removed: transformation] [added: transformation, including restructurings from time] to [added: time, to streamline its operations,] improve operational efficiency, productivity, and the speed and efficiency with which it serves customers.

There can be no assurance that we will realize the benefits of such activities, or that such activities will not result in unexpected [added: or negative] consequences, such as a reduced ability to generate [removed: sales] [added: sales; a relationship impact with employees;] or [added: a reduced ability to] provide the experience that our customers, suppliers, vendors, and channel partners expect from us.

Operational challenges, including those related to customer service, pace of change and productivity improvements, could have a material adverse effect on the Company’s business, financial [removed: conditions] [added: condition,] and results of operations.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

Most of the phase out activities in the United States were completed by the end of 2002.

3M continues to make progress toward these goals, as discussed further below.

As stated above, 3M is progressing toward exiting all PFAS manufacturing by the end of 2025.

3M is also working to discontinue the use of PFAS across its product portfolio by the end of 2025.

3M has already eliminated the PFAS use in certain product categories, and has made progress across its product portfolio in a variety of applications.

With respect to PFAS-containing products not manufactured by 3M but manufactured by companies other than 3M in the Company's supply chains, the Company continues to evaluate the availability of third-party products that do not contain PFAS.

Depending on the availability and feasibility of such third-party products not containing PFAS, the Company continues to evaluate whether there may be some circumstances in which the use of PFAS-containing materials manufactured by third parties and used in certain applications in 3M’s product portfolios, such as lithium ion batteries and printed circuit boards widely used in commerce across a variety of industries, may continue beyond 2025.

In such instances, the Company intends to continue to evaluate the adoption of third-party products that do not contain PFAS to the extent such products are available and such adoption is feasible.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

In addition, as described in greater detail in Note 18, “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements, in June 2023, the Company entered into a proposed class-action settlement (“PWS Settlement”) to resolve a wide range of drinking water claims by public water systems in the United States regarding any PFAS, subject to court approval.

If the court approves the PWS Settlement and all conditions in the PWS Settlement are met, 3M will pay $10.5 billion to $12.5 billion in total to resolve the claims released by the PWS Settlement, with payments to be made from 2023 through 2036, in exchange for a release of certain claims, as described further in Note 18.

The PWS Settlement gives 3M the option to terminate the PWS Settlement if the numbers of eligible class members opting out of the PWS Settlement exceed specified levels.

Unexpected events related to the PWS Settlement, including whether court approval of the PWS Settlement will be obtained, whether the number of plaintiffs that opt out of the PWS Settlement will exceed current expectations or will exceed the level that would permit 3M to terminate the PWS Settlement (and whether 3M will elect to terminate the PWS Settlement if this occurs), whether the PWS Settlement is appealed, and the impact of the PWS Settlement on other PFAS-related matters could have a material adverse effect on the Company’s results of operations, cash flows or its consolidated financial position.

Any of the foregoing could have a material adverse effect on the Company’s results of operations, cash flows or its consolidated financial position.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

The failure to comply with the FCPA and other anti-bribery and anti-corruption laws and regulations could result in significant civil fines and penalties or criminal sanctions against the Company, which could have a material adverse effect on our business, reputation, operating results and financial condition.

These laws and regulations prohibit corrupt payments by the Company's employees, suppliers, vendors, channel partners or agents.

The Company is also required to maintain accurate books and records and adequate internal controls under the FCPA's accounting provisions.

From time to time, the Company receives reports internally and externally, via various reporting channels deployed by its Ethics and Compliance function or otherwise (such as shareholder communications), about business and other activities that raise compliance or other legal or litigation issues.

The Company has in the past, and in the future could be, required to investigate such reports and cooperate with U.S. and foreign regulatory authorities in such investigations, audit, monitor compliance or alter its practices as part of such investigations, and the Company has in the past and may in the future be required to pay fines or penalties related to its practices.

While the Company maintains and implements U.S. and international compliance programs, including policies and procedures, training, and internal controls designed to reduce the risk of noncompliance, the Company's employees, suppliers, vendors, channel partners or agents may violate such policies and procedures and engage in practices that contravene relevant laws and regulations.

In addition, detecting, investigating and resolving actual or alleged violations of these acts is expensive and could consume significant time and attention of our senior management.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

In addition, some of our suppliers are limited- or sole-source suppliers, and our ability to meet our obligations to customers depends on the performance, product quality, and stability of such suppliers and the Company's ability to source adequate alternatives in a cost-effective manner.

The Company could incur contractual penalties, experience a deterioration in customer relationships, or suffer harm to its reputation if the Company is unable to fulfill its obligations to customers, any of which could have a material adverse effect on the Company.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

Workforce restructuring activities impact business groups, functions, and geographies, and the structural reorganization is expected to reduce the size of the corporate center, simplify supply chain, streamline 3M's geographic footprint, reduce layers of management, further align business go-to-market models to customers, and reduce manufacturing roles to align with production volumes, with the goal of improving the Company's longer-term outlook in overall performance.

Since the Company’s announcements of the PWS Settlement and CAE Settlements, Moody’s Investor Service downgraded 3M's’s credit rating twice from A1 to A3 (and downgraded 3M's short-term credit rating from P-1 to P-2).

Similarly, S&P Global Ratings downgraded the Company’s credit rating twice from A to BBB+ (and downgraded the Company’s short-term credit rating from A-1 to A-2).

In addition, interest expense could increase due to a rise in interest rates.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

Risks Related to the Company’s Aearo Entities and Combat Arms Earplug Settlement

As previously disclosed, and as discussed further in Note 18, “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements, Aearo Technologies sold Dual-Ended Combat Arms – Version 2 earplugs starting in about 1999.

3M acquired Aearo Technologies in 2008 and sold these earplugs from 2008 through 2015, when the product was discontinued.

3M and Aearo Technologies believe the Combat Arms Earplugs were effective and safe when used properly, but nevertheless faced significant litigation relating to the earplugs.

In August 2023, the Company and the Aearo Entities entered into a settlement arrangement (as amended, the “CAE Settlement”) which is structured to promote participation by claimants and is intended to resolve, to the fullest extent possible, all litigation and alleged claims involving the CAE sold or manufactured by the Aearo Entities and/or 3M.

Pursuant to the CAE Settlement, 3M will contribute a total amount of $6.0 billion between 2023 and 2029.

The actual amount, payment terms, and dates are subject to satisfaction of certain participation thresholds claimants must meet, including that at least 98% of individuals with actual or potential litigation claims involving the CAE (calculated as described in the CAE Settlement) must have enrolled in the CAE Settlement and provided 3M with a full release of any and all claims involving the CAE.

The CAE Settlement is subject to risk and uncertainties, including, but not limited to, whether the anticipated full participation by plaintiffs in the CAE Settlement will be achieved, whether the number of plaintiffs who participate in the CAE Settlement will meet the full participation expectations or will fall below the level that would permit 3M to terminate the CAE Settlement (and whether 3M will elect to terminate the CAE Settlement if this occurs), whether there will be a significant number of future claims by plaintiffs that decline to participate in the CAE Settlement, whether the CAE Settlement is appealed or challenged, the filing and outcome of additional litigation, if any, relating to the products that are the subject of the CAE Settlement, or changes in laws or regulations related to the CAE products or the CAE Settlement.

3M also has other operations that source certain raw materials from suppliers in Russia and has experienced related supply disruption due to the conflict.

Unexpected events, such as those related to the coronavirus (COVID-19) public health crisis, may increase the Company's cost of doing business and disrupt the Company's operations.*

3M, as a global company, is impacted by unexpected events, including war, acts of terrorism, public health crises (such as the COVID-19 pandemic), civil unrest, natural disasters, and severe weather in the locations in which the Company or its suppliers or customers operate, and these events have adversely affected, and could in the future adversely affect, the Company's operations and financial performance.

For example, the global pandemic associated with COVID-19, including related evolving governmental responses to the pandemic, has significantly increased economic and demand uncertainty, and has impacted and will continue to impact 3M’s operations, including its supply chain and its manufacturing and distribution capabilities.

Although COVID-19 increased demand for certain 3M products, it also resulted in decreased demand from certain end markets, made it more difficult for 3M to serve customers, and resulted in conditions that had the potential to damage 3M's reputation, including third-party price gouging, counterfeiting, and other illegal or fraudulent activities involving 3M's products.

Furthermore, COVID-19 has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates.

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

3M is not able to predict the impact of unexpected events, such as the COVID-19 pandemic, and unexpected events may have a material adverse effect on 3M's consolidated results of operations or financial condition.

[T](#i33486be8de144b99aa444b972b691100_366)[able of](#i33486be8de144b99aa444b972b691100_366) [Contents](#i33486be8de144b99aa444b972b691100_366)

We phased out of materials used to produce certain repellants and surfactant products, with most of these activities in the U.S. completed by the end of 2002.

3M’s decision is based on careful consideration and a thorough evaluation of the evolving external landscape, including multiple factors such as accelerating regulatory trends focused on reducing or eliminating the presence of PFAS in the environment and changing stakeholder expectations.

This is enabled by the ongoing multi-year phased implementation of an ERP system.

The Company is subject to risks related to its subsidiaries’ chapter 11 proceedings.*

On July 26, 2022, Aearo Technologies and certain of its related entities (“Aearo Entities"), all wholly owned subsidiaries of the Company, voluntarily initiated chapter 11 proceedings seeking bankruptcy court supervision to establish a trust – funded by the Company – to address potential liabilities related to Dual-Ended Combat Arms – Version 2 earplugs and mask/respirator products historically manufactured and sold by Aearo Entities.

This represents a change in strategy for managing the Combat Arms Version 2 earplugs and Aearo respirator mask/asbestos alleged litigation liabilities.

Aearo Entities were acquired by the Company in 2008 and they, along with its related subsidiaries, have operated as Company subsidiaries since that time.

3M has entered into a funding agreement with Aearo Entities and committed to fund a trust to satisfy all claims determined to be entitled to compensation, and to support Aearo Entities as they continue to operate during the chapter 11 proceedings.

There are a number of risks and uncertainties associated with the chapter 11 proceedings, including, among others, those related to: legal risks related to the chapter 11 proceedings; potential impacts to the Company’s reputation and relationships with its customers, suppliers, federal contracting officials, employees, regulators, and other counterparties and community members; impacts to the Company’s liquidity or results of operations, including risks related to the amount that will be necessary to fully and finally resolve all of the Company’s obligations to make payments to resolve such claims under the terms of its funding and indemnification agreement with Aearo Entities; the costs of chapter 11 proceedings and length of time necessary to resolve the cases; and Aearo Entities’ ability to reach acceptable agreements with claimants and navigate the chapter 11 proceedings to obtain approval and consummation of a plan of reorganization.

Due to the inherent uncertainty of litigation, the Company cannot predict the timing, outcome, or financial impact of this matter, or any other ongoing or future litigation.

Forward-looking statements in Item 7 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to the section entitled [removed: “Cautionary] [added: *Cautionary] Note Concerning Factors That May Affect Future [removed: Results”] [added: Results*] in Item 1 and the risk factors provided in Item 1A for discussion of these risks and uncertainties).

Additional information about results of operations and financial condition for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021 (including the detailed discussion of the prior year 2022 to 2021 year-over-year changes)] can be found in [removed: “Management’s] [added: *Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations*] sections in 3M's [removed: Current Report on Form 8-K dated April 26, 2022 (which updated 3M's 2021] Annual Report on Form [removed: 10-K).][added: 10-K for the year ended December 31, 2022.]

Effective in the first quarter of [removed: 2022,] [added: 2023,] 3M made the following changes:

- Changes in measure of segment operating performance [added: and segment composition] used by 3M’s chief operating decision maker—impacting 3M’s disclosed measure of segment profit/loss (business segment operating [removed: income).][added: income (loss))—and realignment of 3M's Consumer business segment from four divisions to three divisions.]

See additional information in Note [removed: 19.][added: 21.]

3M's disclosed disaggregated revenue was also updated as a result of [removed: the changes in segment reporting.][added: these changes.]

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

[removed: In 2022,] [added: During 2023,] 3M's costs for significant litigation (see *Certain amounts adjusted for special items - (non-GAAP [removed: measures*] [added: measures)*] section below) totaled approximately [removed: $2.3] [added: $15.2] billion pre-tax and included, among [added: other] things, pre-tax charges [removed: associated with steps toward resolving Combat Arms Earplugs litigation] [added: of $10.5 billion] and [removed: associated with additional commitments to address PFAS-related matters at its Zwijndrecht, Belgium site (approximately $1.3] [added: $4.3] billion [added: (inclusive of imputed interest) related to the PWS Settlement] and [removed: $355 million,] [added: the CAE Settlement (discussed in Note 18),] respectively, [added: both announced] in [removed: 2022).][added: 2023.]

In 2022, 3M [removed: also completed the split-off of its Food Safety Division business resulting in] [added: recorded] a pre-tax gain of $2.7 billion [removed: and committed to a plan] [added: related] to [removed: exit PFAS manufacturing by] the [removed: end of 2025 resulting in a 2022 pre-tax charge] [added: split-off and combination] of [removed: $0.8 billion related to impairment as discussed in Note 15.][added: its Food Safety business with Neogen Corporation.]

See *Certain amounts adjusted for special items - (non-GAAP measures)* section below for additional discussion of these and other special [removed: items.][added: items, including references therein to where further information is provided.]

[added: Earnings (loss) per share attributable to 3M common shareholders – diluted:] The following table provides the increases (decreases) in [removed: operating income margins and] diluted earnings [added: (loss)] per share.

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

| Same period last year | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | 20.8 | | % | | | |] $ | [removed: 10.12 | | | | | 22.3 |] [added: 10.18] | [removed: %] | | | | $ | [removed: 9.36] [added: 10.12] | |

| Net costs for significant litigation | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | 1.4 | | | | | | 0.61 | | | | | | 1.0] [added: 3.20] | | | | | | [removed: 0.37] [added: 0.61] | | |

| Gain on business divestitures | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (1.2)] [added: (4.73)] | | | | | | [removed: (0.52)] [added: —] | | |

| Divestiture-related restructuring actions | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 0.2] [added: 0.05] | | | | | | [removed: 0.08] [added: —] | | |

| Total special items | | | | | | | | | | | | | | | | | | [added: 84] | | | | | | | | | [removed: 1.4] | | | | | | [removed: 0.61] | | | | | | [removed: —] | | | | | | [removed: (0.07)] | | | [added: | | | | | | | | | | | | | | |]

| Same period last year, excluding special items | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | 22.2 | | | | | | 10.73 | | | | | | 22.3] [added: $] | [added: 9.88] | | | | | [removed: 9.29] [added: $] | [added: 10.55] | |

| Increase/(decrease) due to: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Total organic growth/productivity and other | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | 1.0 | | | | | | 0.56 | | | | | | 0.7] [added: 0.30] | | | | | | [removed: 1.07] [added: 0.22] | | |

| [removed: Divestitures | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |] [added: Acquisitions/divestitures] | | | [removed: (0.05)] | | | | | | [removed: —] [added: (0.06)] | | | | | | (0.05) | | |

| Foreign exchange impacts | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | — | | | | | | (0.39) | | | | | | —] [added: (0.17)] | | | | | | [removed: 0.16] [added: (0.39)] | | |

| Other expense (income), net | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | N/A | | | | | | 0.02 | | | | | | N/A] [added: (0.06)] | | | | | | [removed: 0.27] [added: 0.02] | | |

| Income tax rate | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | N/A | | | | | | 0.06 | | | | | | N/A] [added: —] | | | | | | [removed: 0.32] [added: 0.06] | | |

| Shares of common stock outstanding | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | N/A | | | | | | 0.30 | | | | | | N/A] [added: 0.21] | | | | | | [removed: (0.06)] [added: 0.30] | | |

| Current period, excluding special items | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | 20.8 | | | | | | 10.10 | | | | | | 22.2] [added: 9.24] | | | | | | [removed: 10.73] [added: 9.88] | | |

| Net costs for significant litigation | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | (6.7) | | | | | | (3.20) | | | | | | (1.4)] [added: (21.00)] | | | | | | [removed: (0.61)] [added: (3.20)] | | |

| Divestiture costs | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | (0.2) | | | | | | (0.08) | | | | | | —] [added: 0.08] | | | | | | — | | |

| Gain on business divestitures | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | 8.0 | | | | | | 4.73 | | | | | | —] [added: 0.05] | | | | | | [removed: —] [added: 4.73] | | |

| Divestiture-related restructuring actions | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | (0.1) | | | | | | (0.05) | | | | | | —] [added: —] | | | | | | [removed: —] [added: (0.05)] | | |

| Russia exit charges | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | (0.3) | | | | | | (0.20) | | | | | | —] [added: 0.20] | | | | | | — | | |

| Current period | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | 19.1 | | % | | | |] $ | [removed: 10.18 | | | | | 20.8 |] [added: (12.63)] | [removed: %] | | | | $ | [removed: 10.12] [added: 10.18] | |

The Company refers to various "adjusted" amounts or measures on an “adjusted [removed: basis”.][added: basis.” These exclude special items.]

A discussion related to the components of year-on-year changes in [removed: operating income margin and] earnings [added: (loss)] per diluted share follows:

- In [removed: 2022,] [added: 2023,] the following components impacted operating margins and earnings [added: (loss)] per diluted share year-on-year:

[removed: - Declines] [added: ◦Declines] in disposable respirator demand year-on-year negatively impacted [removed: operating margins by 0.3 percent and] earnings per share by $0.29.

[removed: - Remaining] [added: ◦Remaining] organic growth/productivity and other impacts resulted in a net year-on-year benefit [removed: $0.85] [added: $0.51] to earnings per share [removed: and 1.3 percent to operating margins] which was impacted by the following:

[removed: ◦Benefits] [added: ▪Benefits] from strong pricing, spending discipline and 2021 restructuring actions

[removed: ◦Manufacturing] [added: ▪Manufacturing] headwinds from global supply chain challenges; geopolitical impacts due to the Russia/Ukraine conflict as well as ongoing COVID-related challenges in China

[removed: ◦Second quarter of 2021] [added: ▪2021] benefit of $91 million pre-tax ($0.12 per share after tax) from the impact of the favorable decision of the Brazilian Supreme Court regarding the calculation of past social taxes

The term "N/M" used herein references "not meaningful" for certain percent changes.

In July 2022, 3M announced its intention to spin off the Health Care business as a separate public company (see Note 3 for additional information).

The Company continues to make progress on the Health Care business spin-off.

The transaction is expected to be completed in the first half of 2024 and is subject to satisfaction of customary conditions, including final approval from the 3M Board of Directors and receipt of regulatory approvals, discussed in Note 3.

The completion of the spin will enable the creation of two world-class public companies well positioned to pursue their respective growth plans, tailor capital allocation strategies, and create long-term value for shareholders.

3M is impacted by certain special items such as costs for significant litigation and the sales and income associated with manufactured PFAS products.

Additional information regarding certain items impacting pre-2023 periods that may also be relevant in 2023 can be found in the Overview section of Part II, Item 7 as well as in further sections of 3M’s 2022 Annual Report on Form 10-K.

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

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

| Earnings (loss) per diluted share | | | | | | | | | Year ended December 31, | | | | | | | | |

| | | | | | | 2023 | | | | | | 2022 | | | | | |

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

| Manufactured PFAS products | | | | | | | | | 0.90 | | | | | | (0.18) | | |

| Total special items | | | | | | | | | (0.30) | | | | | | 0.43 | | |

| Restructuring and related charges | | | | | | | | | (0.62) | | | | | | 0.16 | | |

| Raw material impact | | | | | | | | | (0.24) | | | | | | (0.99) | | |

| Divestiture costs | | | | | | | | | (0.68) | | | | | | (0.08) | | |

| Russia exit (charges) benefits | | | | | | | | | 0.04 | | | | | | (0.20) | | |

| Manufactured PFAS products | | | | | | | | | (0.28) | | | | | | (0.90) | | |

| Total special items | | | | | | | | | (21.87) | | | | | | 0.30 | | |

◦Declines in disposable respirator demand year-on-year and the 2022 exit of operations in Russia negatively impacted earnings (loss) per share by $0.43.

◦Remaining organic growth/productivity and other impacts resulted in a net year-on-year increase of $0.73 per share which was impacted by the following:

▪Benefits from spending discipline, sourcing actions, restructuring, higher selling prices and ongoing productivity actions

▪Lower sales volumes (particularly electronics/consumer retail); investments in growth, productivity, and sustainability; manufacturing/supply chain headwinds; inflation impacts; China; and Europe's geopolitical impacts

- In 2022, the following components impacted earnings per diluted share year-on-year:

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*Restructuring and related charges:*

*•*3M recorded restructuring pre-tax charges of $437 million and $59 million in 2023 and 2022, respectively, (refer to Note 5 for additional discussion).

In addition, 3M recorded certain related accelerated depreciation.

*•*In 2023, 3M continued to experience headwinds year-on-year from the carryover impact of raw material, logistics and energy cost inflation.

*•*Acquisition and divestiture impacts are measured separately for the first 12 months post-transaction.

◦In 2023, 3M completed the sale of its dental local anesthetic business (discussed in Note 3).

◦In 2022, 3M deconsolidated the Aearo Entities and, in 2023, reconsolidated those entities (discussed in Note 18).

For each of the 12-months post-deconsolidation and post-reconsolidation, impacts are each reflected separately as divestiture and acquisition, respectively.

The primary factors that impacted the comparison of the 2023 and 2022 rates were the 2023 charges related to the PWS Settlement and the CAE Settlement (discussed in Note 18) and the tax impact associated with the 2022 charge related to steps toward resolving Combat Arms Earplugs litigation (discussed in Note 18), along with the tax efficient structure associated with the 2022 gain on split-off of the Food Safety business.

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Certain measures adjust for the impacts of special items.

In 2023, 3M changed certain of its non-GAAP measures by adjusting for the results of manufactured PFAS products in arriving at results, adjusted for special items.

In the fourth quarter of 2022, 3M recorded a charge for PFAS manufacturing exit costs and included it as an adjustment in arriving at results, adjusted for special items.

3M is impacted by the global pandemic and related effects associated with the coronavirus (COVID-19).

Risk factors with respect to COVID-19 can be found in Item 1A “Risk Factors” in this document.

Given the diversity of 3M’s businesses, some of the factors relative to COVID-19 increase the demand for 3M products, while others decrease demand or make it more difficult for 3M to serve customers.

Certain resulting impacts are referenced in various discussions within this Item 7.

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 chains.

3M is not able to predict the extent to which the COVID-19 pandemic may have a material effect on its consolidated results of operations or financial condition.

These matters are further discussed in Note 16.

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3M Belgium has experienced interruptions to portions of the manufacturing at its site in Zwijndrecht, Belgium, as more fully discussed in Note 16.

As discussed in Note 16, 3M Belgium received agreement with authorities in June 2022 to begin the process toward restarting operations at the Zwijndrecht facility.

3M Belgium has provided information required by the Flemish environmental authorities to receive agreement from the authorities to restart operations, and has done so for production or sampling purposes.

Belgian government authorities continue to maintain oversight of these operations and compliance with applicable requirements.

In December 2022, 3M Belgium received an official infraction report from the Flemish Environmental Inspectorate and continues to work with the government authorities to comply with applicable legal requirements.

See further discussion in Note 16.

3M is also impacted by the Russia-Ukraine conflict.

In light of a number of factors, 3M suspended operations of its subsidiaries in Russia in March 2022, the net sales of which were less than one percent of 3M’s consolidated net sales for 2021.

Further, in September 2022, management committed to a plan to exit and dispose of the related net assets through an intended sale of the subsidiaries.

The associated charge in 2022 related to this action is further discussed in Note 15.

3M also has other operations that source certain raw materials from suppliers in Russia and have experienced related supply disruption due to the conflict.

Further supply disruption could lead to downstream customer impacts.

Though 3M monitors relevant factors as well as options to mitigate potential impacts, it is not able to predict the extent to which these circumstances may have a material effect on 3M’s consolidated results of operations or financial condition.

Relevant risk factors can be found in Item 1A “Risk Factors” in this Annual Report on Form 10-K.

Operating income margin and earnings per share attributable to 3M common shareholders – diluted:

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

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

| | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | Percent of net sales | | | | | | Earnings per diluted share | | | | | | Percent of net sales | | | | | | Earnings per diluted share | | |

| Raw material impact | | | | | | | | | | | | | | | | | | | | | | | | | | | (2.4) | | | | | | (1.13) | | | | | | (0.8) | | | | | | (0.27) | | |

| PFAS manufacturing exit costs | | | | | | | | | | | | | | | | | | | | | | | | | | | (2.4) | | | | | | (1.12) | | | | | | — | | | | | | — | | |

| Total special items | | | | | | | | | | | | | | | | | | | | | | | | | | | (1.7) | | | | | | 0.08 | | | | | | (1.4) | | | | | | (0.61) | | |

These exclude special items.

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

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.

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

- 2021 benefit from higher selling prices, 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.

- In 2021, 3M experienced higher raw material, logistics, and outsourced manufacturing costs from strong end-market demand, 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.

[added: Foreign Currency Exchange Rates Risk:] Foreign currency exchange rates and fluctuations in those rates may affect the Company’s net investment in foreign subsidiaries and may cause fluctuations in cash flows related to foreign denominated transactions.

As circumstances warrant, the Company also uses foreign [removed: currency forward] [added: exchange] contracts and foreign currency denominated debt as hedging instruments to hedge portions of the Company’s net investments in foreign operations.

[added: Interest Rates Risk:] The Company may be impacted by interest rate volatility with respect to existing debt and future debt issuances.

[added: Commodity Prices Risk:] The Company manages commodity price risks through negotiated supply contracts and price protection agreements.

To quantify 3M’s primary market risk exposure, the Company performs a sensitivity analysis based on hypothetical changes in foreign currency spot exchange rates and interest rates as further described in the sections below.

Note also that hypothetical changes in these rates were not applied to cash equivalents, accounts receivable, and accounts payable, because of the short-term nature of these instruments.

Further, hypothetical changes were not applied to available-for-sale marketable securities as unrealized and realized gains or losses thereon are historically not material.

3M changed its methodology for quantifying market risk exposure in 2023 (previously utilized a value-at-risk analysis) to better align with how the Company manages its risk exposure and to enhance the information presented about 3M’s principal market risks.

Information in this Item 7A relative to 2022 reflects the updated methodology.

Refer to Note 1.

Significant Accounting Policies, Note 12.

Marketable Securities, Note 13.

Long-Term Debt and Short-Term Borrowings, Note 16.

Derivatives and Note 17.

Fair Value Measurements within Item 8 of this Form 10-K for additional discussion of foreign currency exchange, interest rates and financial instruments.

At December 31, 2023 and December 31, 2022, an instantaneous 10% change in applicable foreign currency spot exchange rates would have increased/decreased the aggregate fair value carrying amount of foreign exchange forward and option contracts by approximately $175 million and $187 million, respectively, and of non-functional currency denominated debt used as hedging instruments by approximately $192 million and $249 million, respectively.

At December 31, 2023 and December 31, 2022, an instantaneous 100 basis point change in applicable interest rates would increase/decrease the Company's pre-tax earnings by approximately $13 million on an annualized basis as it relates to 3M's floating-rate notes and interest rate swap agreements.

3M does not enter into derivative financial instruments associated with commodities.

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The Company is exposed to credit loss in the event of nonperformance by counterparties in interest rate swaps, currency swaps, and forward and option contracts.

However, the Company’s risk is limited to the fair value of the instruments.

The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties.

The Company does not anticipate nonperformance by any of these counterparties.

Foreign Exchange Rates Risk:

The maximum length of time over which 3M hedges its exposure to the variability in future cash flows of the forecasted transactions is 36 months.

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 $3.2 billion at December 31, 2022.

The dollar equivalent gross notional amount of the Company’s foreign exchange forward and option contracts not designated as hedging instruments was $2.8 billion at December 31, 2022.

In addition, as of December 31, 2022, the Company had €2.4 billion 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.

Interest Rates Risk:

Under these arrangements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.

The dollar equivalent (based on inception date foreign currency exchange rates) gross notional amount of the Company’s interest rate swaps at December 31, 2022 was $800 million.

Additional details about 3M’s long-term debt can be found in Note 12, including references to information regarding derivatives and/or hedging instruments, further discussed in Note 14, associated with the Company’s long-term debt.

Commodity Prices Risk:

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Value At Risk:

The value at risk analysis is performed annually to assess the Company’s sensitivity to changes in currency rates, interest rates, and commodity prices.

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, 2022.

The model (third-party bank dataset) used a 95 percent confidence level over a 12-month time horizon.

This model does not purport to represent what actually will be experienced by the Company.

The following table summarizes the possible adverse and positive impacts to after-tax earnings related to these exposures.

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

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

| | | | | | | Adverse impact on after-tax earnings | | | | | | | | | | | | Positive impact on after-tax earnings | | | | | | | | |

| (Millions) | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | |

| Foreign exchange rates | | | | | | $ | (315) | | | | | $ | (140) | | | | | $ | 314 | | | | | $ | 147 | |

| Interest rates | | | | | | (18) | | | | | | (2) | | | | | | 18 | | | | | | 2 | | |

| Commodity prices | | | | | | (5) | | | | | | (21) | | | | | | 7 | | | | | | 14 | | |

An analysis of the global exposures related to purchased components and materials is performed at each year-end.

A one percent price change would result in a pre-tax cost or savings of approximately $85 million per year.

The global energy exposure is such that a ten percent price change would result in a pre-tax cost or savings of approximately $45 million per year.

Global energy exposure includes energy costs used in 3M production and other facilities, primarily electricity and natural gas.

In this document, for any references to Note 1 through Note [removed: 19,] [added: 21,] refer to the Notes to Consolidated Financial Statements in Item 8.

[added: Available Information:] The Securities and Exchange Commission (SEC) maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC.

The public can obtain any documents that the Company files with the SEC at [removed: http://www.sec.gov.][added: https://www.sec.gov.]

3M also makes available free of charge through its website [removed: (http://investors.3M.com)] [added: (https://investors.3M.com)] the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC.

[added: General:] 3M is a diversified technology company with a global presence in the following businesses: Safety and Industrial; Transportation and Electronics; Health Care; and Consumer.

[added: Business Segments:] 3M manages its operations in four business segments.

3M’s [removed: four] business segments bring together common or related 3M technologies, enhancing the development of innovative products and services and providing for efficient sharing of business resources.

| Underlying divisions/businesses *Refer to Note 2 for disaggregated revenue information* | | | | | | •Abrasives •Automotive aftermarket •Closure and masking systems •Electrical markets •Industrial adhesives and tapes •Personal safety •Roofing granules | | | | | | •Advanced materials •Automotive and aerospace •Commercial solutions •Display materials and systems •Electronics materials solutions •Transportation safety | | | | | | •Health information systems •Medical solutions •Oral care •Separation and purification sciences •Food safety (divested in 2022) | | | | | | [removed: •Consumer] [added: •Construction and home improvement markets •Home,] health and [removed: safety •Home] [added: auto] care [removed: •Home improvement] •Stationery and office | | |

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

| Representative market trends or opportunities | | | | | | •Personal safety •Connected bodyshop •Grid modernization •Robotics and automation | | | | | | [removed: •Automotive/mobility •Electronic materials] [added: •Automotive electrification •Data center solutions •Extended reality] •Semiconductor •Graphic and architectural films | | | | | | •Wound care •Healthcare IT •Biopharma filtration | | | | | | •Home improvement •Consumer safety & well-being •Package protection & shipping •Appearance auto care | | |

[added: Distribution:] 3M products are sold through numerous distribution channels, including directly to users and through numerous e-commerce and traditional wholesalers, retailers, jobbers, distributors and dealers in a wide variety of trades in many countries around the world.

[added: Human Capital:] On December 31, [removed: 2022,] [added: 2023,] the Company employed approximately [removed: 92,000] [added: 85,000] people (full-time equivalents), with approximately [removed: 37,000] [added: 34,000] employed in the United States and [removed: 55,000] [added: 51,000] employed internationally.

[removed: Health] [added: *Health] and [removed: Safety][added: Safety:*]

The Company continuously evaluates opportunities to raise safety and health standards, [removed: visiting sites] [added: training site leaders and conducting site visits] to identify and manage environmental health and safety risks; evaluating compliance with regulatory requirements and 3M policy; and maintaining a global security operation for the protection of facilities and people on 3M sites.

[removed: Development][added: *Development:*]

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

[removed: Diversity,] [added: *Diversity,] Equity and [removed: Inclusion][added: Inclusion:*]

[added: Additionally,] 3M focuses on attracting and advancing top talent and has publicly committed to advance global diversity in management across all dimensions, with additional specific goals to [removed: continue advancing pay equity and to] increase the Company’s diversity with underrepresented groups.

[removed: Compensation] [added: *Compensation] and [removed: Benefits][added: Benefits*:]

[added: Patents, Trademarks and Licenses:] The Company’s products are sold around the world under various trademarks.

[added: Government Regulation and Environmental Law Compliance:] The Company’s business operations are subject to various governmental regulations in the U.S. and internationally, including, among others, those related to product liability; antitrust; intellectual property; environmental, health, and safety; tax; the U.S. Foreign Corrupt Practices Act and other anti-bribery laws, international import and export requirements and 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, such as the False Claims Act, anti-kickback laws and the Sunshine Act.

3M is also involved in remediation actions relating to environmental matters from past operations at certain sites (refer to “Environmental Matters and Litigation” in Note [removed: 16,] [added: 18,] Commitments and Contingencies).

In [removed: 2022,] [added: 2023,] 3M expended approximately [removed: $317] [added: $316] million on capital projects for environmental purposes as defined below.

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

Capital expenditures for similar projects are presently expected to approach approximately [removed: $646] [added: $365] million for [removed: 2023 and] 2024 [added: and 2025] in aggregate.

[added: Information about our Executive Officers:] Following is a list of the executive officers of 3M, and their age, present position, the year elected to their present position and other positions they have held during the past five years.

This information is presented in the table below as of the date of the 10-K filing (February [removed: 8, 2023).][added: 7, 2024).]

| Name | | | | | | Age | | | | | | Present Position | | | | | | Year Elected to Present Position | | | | | | Other Positions Held during [removed: 2018] [added: 2019] - [removed: 2022] [added: 2023] | | |

| Michael F. Roman | | | | | | [removed: 63] [added: 64] | | | | | | Chairman of the Board and Chief Executive Officer | | | | | | 2019 | | | | | | Chief Executive Officer, 2018-2019 [removed: Chief Operating Officer and Executive Vice President, 2017-2018 Executive Vice President, Industrial Business Group, 2014-2017] | | |

| John P. Banovetz | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Chief Technology Officer and Environmental Responsibility | | | | | | [removed: 2021] [added: 2023] | | | | | | Senior Vice President, Chief Technology Officer and Environmental Responsibility, 2021 Senior Vice President, Innovation and Stewardship and Chief Technology Officer, 2020 Senior Vice President of Research and Development and Chief Technology Officer, 2017-2019 | | |

| Karina Chavez | | | | | | [removed: 49] [added: 50] | | | | | | [removed: Senior Vice President and Chief Strategy Officer] [added: Group President, Consumer] | | | | | | [removed: 2021] [added: 2023] | | | | | | Senior Vice [added: President and Chief Strategy Officer, 2021-2023 Senior Vice] President, Customer Operations, 2020-2021 Global Business Director, Home Improvement Business, 2017-2020 | | |

| Zoe Dickson | | | | | | [removed: 49] [added: 50] | | | | | | 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 [removed: HR Director, Consumer Business Group 2016-2018] | | |

| Peter D. Gibbons | | | | | | [removed: 61] [added: 62] | | | | | | Group President, Enterprise Operations | | | | | | 2021 | | | | | | Chief Executive Officer, Tirehub, 2018-2021 [removed: Executive Vice President, Global Development and Product Supply & CSCO, Mattel, Inc, 2013-2018] | | |

| Mark Murphy | | | | | | [removed: 54] [added: 55] | | | | | | 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 [removed: Medical Devices Chief Information Officer and Divisional VP, Abbott Laboratories, 2017-2018] | | |

| Monish Patolawala | | | | | | [removed: 53] [added: 54] | | | | | | [removed: Executive Vice] President, Chief Financial [removed: and Transformation] Officer | | | | | | [removed: 2021] [added: 2023] | | | | | | [added: Executive Vice President, Chief Financial and Transformation Officer, 2021-2023] Senior Vice President and Chief Financial 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 | | |

| Kevin H. Rhodes | | | | | | [removed: 60] [added: 61] | | | | | | 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 | | |

The Company may also make forward-looking statements in other reports filed with the [added: United States] Securities and Exchange [removed: Commission,] [added: Commission ("SEC"),] in materials delivered to shareholders and in press releases.

Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could,” [added: "would,"] “forecast” and other words and terms of similar meaning, typically identify such forward-looking statements.

- operational execution, including inability to generate productivity improvements [removed: as estimated,][added: and impact of organizational restructuring activities,]

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

In July 2022, 3M announced its intention to spin off the Health Care business as a separate public company (see Note 3 for additional information).

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

The Company provides leadership development experiences through job-based or project-based assignments, assessment and coaching, and targeted skill-development where leaders are given the opportunity to learn, apply, and share their skills.

3M has gender, race/ethnicities pay parity in all geographies, and processes in place to ensure this is maintained.

The Company is on pace, having delivered over $39 million through 2023.

Raw Materials: In 2023, global supply chains moved towards greater balance, with disruptions driven from more isolated factors than in the prior year.

Overall, 3M experienced year-over-year market inflation in 2023 driven by the carryover of 2022 impacts, and effects of a historically strong labor market.

Market price risks were partially mitigated via negotiated supply contracts.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

| Torie Clarke | | | | | | 64 | | | | | | Executive Vice President and Chief Public Affairs Officer | | | | | | 2023 | | | | | | Independent communications and crisis management consultant, 2017-2023 Board member, The Rumsfeld Foundation, 2016 - present Senior Advisory Committee Member, John F. Kennedy School at Harvard University, 2007 - present | | |

| Chris Goralski | | | | | | 52 | | | | | | Group President, Safety & Industrial | | | | | | 2023 | | | | | | President, Industrial Adhesives & Tapes Division, 2020-2023 Vice President, Environmental Stewardship, Research & Development, 2018-2020 | | |

| Bryan Hanson | | | | | | 57 | | | | | | Chief Executive Officer, Healthcare | | | | | | 2023 | | | | | | Chairman of the Board and Chief Executive Officer, Zimmer Biomet, 2021-2023 Chief Executive Officer, Zimmer Biotmet, 2017-2021 | | |

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

- risks related to the proposed class-action settlement (“PWS Settlement”) to resolve claims by public water systems in the United States regarding PFAS, including whether court approval of the PWS Settlement will be obtained, whether the number of plaintiffs that opt out of the PWS Settlement will exceed current expectations or will exceed the level that would permit 3M to terminate the PWS Settlement (and whether 3M will elect to terminate the PWS Settlement if this occurs), whether the PWS Settlement is appealed, the timing and amount of payments made under the PWS Settlement, and the impact of the PWS Settlement on other PFAS-related matters,

- matters relating to Combat Arms Earplugs (“CAE”), including those related to the August 2023 settlement that is intended to resolve, to the fullest extent possible, all litigation and alleged claims involving the CAE sold or manufactured by the Company's subsidiary Aearo Technologies and certain of its affiliates (“Aearo Entities”) and/or 3M (“CAE Settlement”), including, but not limited to, whether the anticipated full participation by plaintiffs in the CAE Settlement will be achieved, whether the number of plaintiffs who participate in the CAE Settlement will meet the full participation expectations or will fall below the level that would permit 3M to terminate the CAE Settlement (and whether 3M will elect to terminate the CAE Settlement if this occurs), whether there will be a significant number of future claims by plaintiffs that decline to participate in the CAE Settlement, whether the CAE Settlement is appealed or challenged, the filing and outcome of additional litigation, if any, relating to the products that are the subject of the CAE Settlement, or changes in laws or regulations related to the CAE products or CAE settlement, and

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

Available Information

General

Business Segments

[T](#i33486be8de144b99aa444b972b691100_366)[able of](#i33486be8de144b99aa444b972b691100_366) [Contents](#i33486be8de144b99aa444b972b691100_366)

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

Distribution

Human Capital

The Company has a suite of high-potential leadership development programs which brings a consistent approach to leadership development.

Raw Materials

In 2022, many geopolitical, logistics, and disruptive events caused imbalance in the global supply chain, similar to the past few years.

The Company experienced raw material price inflation and constrained supply throughout the global marketplace and continued to deploy productivity projects to minimize the impact.

To help manage disruption in its manufacturing operations, 3M deployed careful management of existing raw material inventories, strategic relationships with key suppliers, and qualification of additional supply sources.

3M manages spend category price risks through negotiated supply contracts and price protection agreements.

In addition, 3M evaluates suppliers’ conformance with environmental and social compliance requirements.

Overall, on a consolidated basis, 3M experienced net raw material price inflation in 2022.

Patents, Trademarks and Licenses

Government Regulation and Environmental Law Compliance

Information about our Executive Officers

| Eric D. Hammes | | | | | | 48 | | | | | | Executive Vice President, Chief Country Governance and Services Officer | | | | | | 2021 | | | | | | Senior Vice President, Manufacturing & Supply Chain, 2019-2021 Senior Vice President, Business Transformation & Information Technology, 2017-2019 Vice President, Corporate Controller and Chief Accounting Officer, 2014-2017 | | |

| Ashish K. Khandpur | | | | | | 55 | | | | | | Group President, Transportation & Electronics | | | | | | 2021 | | | | | | Executive Vice President, 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 | | |

| Jeffrey R. Lavers | | | | | | 59 | | | | | | Group President, Consumer Business Group and Interim Group President, Health Care Business Group | | | | | | 2022 | | | | | | Executive Vice 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 | | |

| Michael G. Vale | | | | | | 56 | | | | | | Group President, Safety & Industrial Business Group | | | | | | 2021 | | | | | | Executive Vice President, Safety & Industrial Business Group, 2019-2021 Executive Vice President, Health Care Business Group, 2016-2019 | | |

- risks related to unexpected events such as the public health crises associated with the coronavirus (COVID-19) global pandemic,

- the voluntary chapter 11 proceedings initiated by the Company's Aearo Entities, and

Discussion of legal matters is incorporated by reference from Part II, Item 8, Note [removed: 16,] [added: 18,] “Commitments and Contingencies,” of this document, and should be considered an integral part of Part I, Item 3, “Legal Proceedings.”

For the fiscal year ended December 31, [removed: 2022][added: 2023]

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: $63.3] [added: $52.2] billion as of January 31, [removed: 2023] [added: 2024] (approximately [removed: $73.7] [added: $55.2] billion as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second quarter).

Shares of common stock outstanding at January 31, [removed: 2023: 550.5] [added: 2024: 552.7] 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: 2022)] [added: 2023)] for its annual meeting to be held on May [removed: 9, 2023,] [added: 14, 2024,] 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: 2022][added: 2023]

| [removed: [ITEM 1](#i33486be8de144b99aa444b972b691100_404) | | | | | | [Business](#i33486be8de144b99aa444b972b691100_404) | | |] [added: [Item 1. Business](#icd0b058eeeba49f8acca07aaec045af1)] | | | [removed: [4](#i33486be8de144b99aa444b972b691100_404)] [added: [4](#icd0b058eeeba49f8acca07aaec045af1)] | | |

| [removed: [ITEM 1A](#i33486be8de144b99aa444b972b691100_115) | | | | | | [Risk Factors](#i33486be8de144b99aa444b972b691100_115) | | |] [added: [Item 1A. Risk Factors](#i68156ff895c440d68d2aee171304fc00)] | | | [removed: [10](#i33486be8de144b99aa444b972b691100_115)] [added: [10](#i68156ff895c440d68d2aee171304fc00)] | | |

| [removed: [ITEM 1B](#i33486be8de144b99aa444b972b691100_416) | | | | | | [Unresolved] [added: [Item 1B. Unresolved] Staff [removed: Comments](#i33486be8de144b99aa444b972b691100_416) | | |] [added: Comments](#i5932a40f171348a5ad6841584e31e01e)] | | | [removed: [16](#i33486be8de144b99aa444b972b691100_416)] [added: [16](#i5932a40f171348a5ad6841584e31e01e)] | | |

| [removed: [ITEM 2](#i33486be8de144b99aa444b972b691100_428) | | | | | | [Properties](#i33486be8de144b99aa444b972b691100_428) | | |] [added: [Item 2. Properties](#ic6757c4ce4b441719b10071c88fbe358)] | | | [removed: [16](#i33486be8de144b99aa444b972b691100_428)] [added: [18](#ic6757c4ce4b441719b10071c88fbe358)] | | |

| [removed: [ITEM 3](#i33486be8de144b99aa444b972b691100_463) | | | | | | [Legal Proceedings](#i33486be8de144b99aa444b972b691100_463) | | |] [added: [Item 3. Legal Proceedings](#i71034a51f53f43938f245dc5a7d80d33)] | | | [removed: [17](#i33486be8de144b99aa444b972b691100_463)] [added: [18](#i71034a51f53f43938f245dc5a7d80d33)] | | |

| [removed: [ITEM 4](#i33486be8de144b99aa444b972b691100_479) | | | | | | [Mine] [added: [Item 4. Mine] Safety [removed: Disclosures](#i33486be8de144b99aa444b972b691100_479) | | |] [added: Disclosures](#i0ed10ed7ec08475c9437a8d4a5624dd6)] | | | [removed: [17](#i33486be8de144b99aa444b972b691100_479)] [added: [18](#i0ed10ed7ec08475c9437a8d4a5624dd6)] | | |

| [removed: [ITEM 5](#i33486be8de144b99aa444b972b691100_537) | | | | | | [Market] [added: [Item 5. Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i33486be8de144b99aa444b972b691100_537) | | |] [added: Securities](#i908513c7e76543919e83a6d67b373912)] | | | [removed: [18](#i33486be8de144b99aa444b972b691100_537)] [added: [18](#i908513c7e76543919e83a6d67b373912)] | | |

| [removed: [ITEM 7](#i33486be8de144b99aa444b972b691100_570) | | | | | | [Management’s] [added: [Item 7. Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i33486be8de144b99aa444b972b691100_537) | | |] [added: Operations](#i007fc936e5704a8490a0611332ba6765)] | | | [removed: [19](#i33486be8de144b99aa444b972b691100_570)] [added: [19](#i007fc936e5704a8490a0611332ba6765)] | | |

| [removed: | | | | | |] [Results of [removed: Operations](#i33486be8de144b99aa444b972b691100_91) | | |] [added: Operations](#i241ce2622d5a4efcb8be554b8400dc32)] | | | [removed: [27](#i33486be8de144b99aa444b972b691100_91)] [added: [27](#i241ce2622d5a4efcb8be554b8400dc32)] | | |

| [removed: | | | | | |] [Performance by Business [removed: Segment](#i33486be8de144b99aa444b972b691100_94) | | |] [added: Segment](#i6215815e73394d7d8b0285e59386d8f2)] | | | [removed: [28](#i33486be8de144b99aa444b972b691100_94)] [added: [28](#i6215815e73394d7d8b0285e59386d8f2)] | | |

| [removed: | | | | | |] [Performance by Geographic [removed: Area](#i33486be8de144b99aa444b972b691100_594) | | |] [added: Area](#ic35efd6fa1c14d6996778ed49baafbac)] | | | [removed: [33](#i33486be8de144b99aa444b972b691100_594)] [added: [33](#ic35efd6fa1c14d6996778ed49baafbac)] | | |

| [removed: | | | | | |] [Critical Accounting [removed: Estimates](#i33486be8de144b99aa444b972b691100_609) | | |] [added: Estimates](#i13850037a80c4c979b1664e6b7468c82)] | | | [removed: [34](#i33486be8de144b99aa444b972b691100_609)] [added: [34](#i13850037a80c4c979b1664e6b7468c82)] | | |

| [removed: | | | | | |] [New Accounting [removed: Pronouncements](#i33486be8de144b99aa444b972b691100_624) | | |] [added: Pronouncements](#i8a88615a001c491292fecaaf3745c502)] | | | [removed: [36](#i33486be8de144b99aa444b972b691100_624)] [added: [36](#i8a88615a001c491292fecaaf3745c502)] | | |

| [removed: | | | | | |] [Financial Condition and [removed: Liquidity](#i33486be8de144b99aa444b972b691100_97) | | |] [added: Liquidity](#if914688b971547db9347f67604ef403a)] | | | [removed: [37](#i33486be8de144b99aa444b972b691100_97)] [added: [36](#if914688b971547db9347f67604ef403a)] | | |

| [removed: | | | | | |] [Financial [removed: Instruments](#i33486be8de144b99aa444b972b691100_2600) | | |] [added: Instruments](#i7abca432e4bf4d2087eb65d60f2be285)] | | | [removed: [42](#i33486be8de144b99aa444b972b691100_2600)] [added: [40](#i7abca432e4bf4d2087eb65d60f2be285)] | | |

| [removed: [ITEM 7A](#i33486be8de144b99aa444b972b691100_673) | | | | | | [Quantitative] [added: [Item 7A. Quantitative] and Qualitative Disclosures About Market [removed: Risk](#i33486be8de144b99aa444b972b691100_673) | | |] [added: Risk](#i35e06f302ef64c4091533d84e4408498)] | | | [removed: [42](#i33486be8de144b99aa444b972b691100_673)] [added: [40](#i35e06f302ef64c4091533d84e4408498)] | | |

| [removed: [ITEM 8](#i33486be8de144b99aa444b972b691100_696) | | | | | | [Financial] [added: [Item 8. Financial] Statements and Supplementary [removed: Data](#i33486be8de144b99aa444b972b691100_696) | | |] [added: Data](#i9a81f27a895b4aeda437cc7a46306e78)] | | | [removed: [43](#i33486be8de144b99aa444b972b691100_696)] [added: [41](#i9a81f27a895b4aeda437cc7a46306e78)] | | |

| [removed: | | | | | |] [Index to Financial [removed: Statements](#i33486be8de144b99aa444b972b691100_715) | | |] [added: Statements](#i453e93f6eefd40fa9b33cdddf636f520)] | | | [removed: [43](#i33486be8de144b99aa444b972b691100_715)] [added: [41](#i453e93f6eefd40fa9b33cdddf636f520)] | | |

| [removed: | | | | | |] [Management’s Responsibility for Financial [removed: Reporting](#i33486be8de144b99aa444b972b691100_727) | | |] [added: Reporting](#i638efcca5ea54034827ad00d2a07761f)] | | | [removed: [44](#i33486be8de144b99aa444b972b691100_727)] [added: [41](#i638efcca5ea54034827ad00d2a07761f)] | | |

| [removed: | | | | | |] [Management’s Report on Internal Control Over Financial [removed: Reporting](#i33486be8de144b99aa444b972b691100_739) | | |] [added: Reporting](#i8a3ca9c643a54a5093fc4cd9b5fae5e1)] | | | [removed: [44](#i33486be8de144b99aa444b972b691100_739)] [added: [41](#i8a3ca9c643a54a5093fc4cd9b5fae5e1)] | | |

| [removed: | | | | | |] [Report of Independent Registered Public Accounting [removed: Firm](#i33486be8de144b99aa444b972b691100_751) | | |] [added: Firm](#i013dac814cd64f36b0ff7d3d0e8243a5)] | | | [removed: [45](#i33486be8de144b99aa444b972b691100_751)] [added: [42](#i013dac814cd64f36b0ff7d3d0e8243a5)] | | |

| [removed: | | | | | |] [Notes to Consolidated Financial [removed: Statements](#i33486be8de144b99aa444b972b691100_860) | | |] [added: Statements](#i746a13f873fc42abb04f459f5934f2f8)] | | | [removed: [53](#i33486be8de144b99aa444b972b691100_860)] [added: [49](#i746a13f873fc42abb04f459f5934f2f8)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 1. Significant Accounting [removed: Policies](#i33486be8de144b99aa444b972b691100_891) | | |] [added: Policies](#ie8a5cbc7318f4fd0a8bf1c0b3b57dcac)] | | | [removed: [53](#i33486be8de144b99aa444b972b691100_891)] [added: [49](#ie8a5cbc7318f4fd0a8bf1c0b3b57dcac)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 2. [removed: Revenue](#i33486be8de144b99aa444b972b691100_1030) | | |] [added: Revenue](#i69201c99ed9d412e96ce090c74596043)] | | | [removed: [59](#i33486be8de144b99aa444b972b691100_1030)] [added: [54](#i69201c99ed9d412e96ce090c74596043)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 4. Goodwill and Intangible [removed: Assets](#i33486be8de144b99aa444b972b691100_1159) | | |] [added: Assets](#ia3052f31012344e2bc56656e80bd20b6)] | | | [removed: [63](#i33486be8de144b99aa444b972b691100_1159)] [added: [56](#ia3052f31012344e2bc56656e80bd20b6)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 5. Restructuring [removed: Actions](#i33486be8de144b99aa444b972b691100_46) | | |] [added: Actions](#ib96c4b3b8bac41308c1c99c2e6010f9a)] | | | [removed: [64](#i33486be8de144b99aa444b972b691100_46)] [added: [57](#ib96c4b3b8bac41308c1c99c2e6010f9a)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 6. Supplemental Income [added: (Loss)] Statement [removed: Information](#i33486be8de144b99aa444b972b691100_49) | | |] [added: Information](#i9f977d5f2aca493d90cfd95d94849ce6)] | | | [removed: [67](#i33486be8de144b99aa444b972b691100_49)] [added: [58](#i9f977d5f2aca493d90cfd95d94849ce6)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 7. Supplemental Balance Sheet [removed: Information](#i33486be8de144b99aa444b972b691100_1309) | | |] [added: Information](#i151ac03479bb44a7af7cf46bd8cb9826)] | | | [removed: [68](#i33486be8de144b99aa444b972b691100_1309)] [added: [59](#i151ac03479bb44a7af7cf46bd8cb9826)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 8. Supplemental Equity and Comprehensive Income [removed: Information](#i33486be8de144b99aa444b972b691100_1332) | | |] [added: (Loss) Information](#i0cc05defb0fb4a1fb920074d19e5ea04)] | | | [removed: [69](#i33486be8de144b99aa444b972b691100_1332)] [added: [60](#i0cc05defb0fb4a1fb920074d19e5ea04)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 9. Supplemental Cash Flow [removed: Information](#i33486be8de144b99aa444b972b691100_1374) | | |] [added: Information](#i0570ffdeed834b448360496dd07a6003)] | | | [removed: [70](#i33486be8de144b99aa444b972b691100_1374)] [added: [61](#i0570ffdeed834b448360496dd07a6003)] | | |

| [removed: | | | | | | [Note] [added: [NOTE] 10. Income [removed: Taxes](#i33486be8de144b99aa444b972b691100_1382) | | |] [added: Taxes](#i7d5b8d34378c46a78d6cc7791e50ffbf)] | | | [removed: [71](#i33486be8de144b99aa444b972b691100_1382)] [added: [61](#i7d5b8d34378c46a78d6cc7791e50ffbf)] | | |

| [removed: | | | | | | [Note 11.] [added: [NOTE 12.] Marketable [removed: Securities](#i33486be8de144b99aa444b972b691100_58) | | |] [added: Securities](#i344e0407a1744c3e9c2ee2bd8ca83995)] | | | [removed: [74](#i33486be8de144b99aa444b972b691100_58)] [added: [64](#i344e0407a1744c3e9c2ee2bd8ca83995)] | | |

| [removed: | | | | | | [Note 12.] [added: [NOTE 13.] Long-Term Debt and Short-Term [removed: Borrowings](#i33486be8de144b99aa444b972b691100_1408) | | |] [added: Borrowings](#if0a353232c3544a192dae3d75b6dd9f7)] | | | [removed: [75](#i33486be8de144b99aa444b972b691100_1408)] [added: [65](#if0a353232c3544a192dae3d75b6dd9f7)] | | |

| [removed: | | | | | | [Note 13.] [added: [NOTE 14.] Pension and Postretirement Benefit [removed: Plans](#i33486be8de144b99aa444b972b691100_1450) | | |] [added: Plans](#ia7b263fc6cf14d2e9af22c360ac258c2)] | | | [removed: [77](#i33486be8de144b99aa444b972b691100_1450)] [added: [67](#ia7b263fc6cf14d2e9af22c360ac258c2)] | | |

| [removed: | | | | | | [Note 15.] [added: [NOTE 17.] Fair Value [removed: Measurements](#i33486be8de144b99aa444b972b691100_1594) | | |] [added: Measurements](#ia74805ca908d4d64a7962604558cba09)] | | | [removed: [92](#i33486be8de144b99aa444b972b691100_1594)] [added: [77](#ia74805ca908d4d64a7962604558cba09)] | | |

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

| | | | | | |

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

| TABLE OF CONTENTS | | | PAGE | | |

| [PART I](#if700616192974dffaedaabbc7efcc25b) | | | [4](#if700616192974dffaedaabbc7efcc25b) | | |

| [Item 1C. Cybersecurity](#ifcc1676c1912410ca962a87d3daf363e) | | | [17](#ifcc1676c1912410ca962a87d3daf363e) | | |

| [PART II](#i5f8625967ca14224a2734e04e2e73a5e) | | | [18](#i5f8625967ca14224a2734e04e2e73a5e) | | |

| [Item 6. \[Reserved\]](#ifc91e92995904963b3cb071e5236978d) | | | [19](#ifc91e92995904963b3cb071e5236978d) | | |

| [Overview](#i4dffe4393bc5440787aaab0d12af2b9d) | | | [19](#i4dffe4393bc5440787aaab0d12af2b9d) | | |

| [Consolidated Statement of Income (Loss)](#i87a588cb734d483f89617a08fe6e1558) | | | [44](#i87a588cb734d483f89617a08fe6e1558) | | |

| [Consolidated Statement of Comprehensive Income (Loss)](#ic5519bff9a5f434fbc8e7cbaee17e5b8) | | | [45](#ic5519bff9a5f434fbc8e7cbaee17e5b8) | | |

| [Consolidated Balance Sheet](#i4c93d233003d408e8e429eb3a0d54278) | | | [46](#i4c93d233003d408e8e429eb3a0d54278) | | |

| [Consolidated Statement of Changes in Equity](#i1b5fac1de5ce4c23bd0143ba199fb7ad) | | | [47](#i1b5fac1de5ce4c23bd0143ba199fb7ad) | | |

| [Consolidated Statement of Cash Flows](#i1910ec6b1b724cf381627fd0cdad7600) | | | [48](#i1910ec6b1b724cf381627fd0cdad7600) | | |

| [NOTE 3. Divestitures](#i246496a453944b54819cb4607da6079f) | | | [55](#i246496a453944b54819cb4607da6079f) | | |

| [NOTE 11. Earnings (Loss) Per Share](#i6f2af4e507334926b9761a9644174ee2) | | | [64](#i6f2af4e507334926b9761a9644174ee2) | | |

| [NOTE 15. Supplier Finance Program Obligations](#ia2c03905cbaa4c2d83eb9cbb38e05bee) | | | [74](#ia2c03905cbaa4c2d83eb9cbb38e05bee) | | |

| [NOTE 16. Derivatives](#i744a8e8f866a4c1bac260b87fb73a270) | | | [74](#i744a8e8f866a4c1bac260b87fb73a270) | | |

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

| | | | | | |

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

| TABLE OF CONTENTS | | | PAGE | | |

| [NOTE 19. Leases](#i6acd61cf337140fe989a068d18814dd2) | | | [103](#i6acd61cf337140fe989a068d18814dd2) | | |

| [Item 9B. Other Information](#i156dbce4c4d4429bab856e3e8d5d0296) | | | [110](#i156dbce4c4d4429bab856e3e8d5d0296) | | |

| [PART III](#i0c1e2db9e5ed4ecbb400daad90f70bfc) | | | [111](#i0c1e2db9e5ed4ecbb400daad90f70bfc) | | |

| [Item 11. Executive Compensation](#i585d5f713a154a7e8d1771a0e47f71c1) | | | [111](#i585d5f713a154a7e8d1771a0e47f71c1) | | |

| [PART IV](#i5748795e96d5484998ecfb0ba3a3afb6) | | | [113](#i5748795e96d5484998ecfb0ba3a3afb6) | | |

| [Item 16. Form 10-K Summary](#i50dfa22077e84622aaa27b375cf09220) | | | [115](#i50dfa22077e84622aaa27b375cf09220) | | |

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

For the Year Ended December 31, 2023

[T](#i33486be8de144b99aa444b972b691100_366)[able of](#i33486be8de144b99aa444b972b691100_366) [Contents](#i33486be8de144b99aa444b972b691100_366)

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

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

| 0.950% Notes due 2023 | | | | | | MMM23 | | | | | | New York Stock Exchange | | |

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](#i33486be8de144b99aa444b972b691100_392) | | | | | | | | | | | | | | |

| [PART II](#i33486be8de144b99aa444b972b691100_516) | | | | | | | | | | | | | | |

| | | | | | | 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: | | | | | | | | |

| | | | | | | [Overview](#i33486be8de144b99aa444b972b691100_88) | | | | | | [19](#i33486be8de144b99aa444b972b691100_88) | | |

| | | | | | | [Consolidated Statement of Income for years ended December 31,](#i33486be8de144b99aa444b972b691100_19) 2022[,](#i33486be8de144b99aa444b972b691100_19) 2021 [and](#i33486be8de144b99aa444b972b691100_19) 2020 | | | | | | [48](#i33486be8de144b99aa444b972b691100_19) | | |

| | | | | | | [Consolidated Statement of Comprehensive Income for the years ended December 31,](#i33486be8de144b99aa444b972b691100_22) 2022, 2021 and 2020 | | | | | | [49](#i33486be8de144b99aa444b972b691100_22) | | |

| | | | | | | [Consolidated Balance Sheet at December 31,](#i33486be8de144b99aa444b972b691100_25) 2022 [and](#i33486be8de144b99aa444b972b691100_91) 2021 | | | | | | [50](#i33486be8de144b99aa444b972b691100_25) | | |

| | | | | | | [Consolidated Statement of Changes in Equity for the years ended December 31,](#i33486be8de144b99aa444b972b691100_829) 2022, 2021 and 2020 | | | | | | [51](#i33486be8de144b99aa444b972b691100_829) | | |

| | | | | | | [Consolidated Statement of Cash Flows for the years ended December 31,](#i33486be8de144b99aa444b972b691100_28) 2022, 2021 and 2020 | | | | | | [52](#i33486be8de144b99aa444b972b691100_28) | | |

| | | | | | | [Note 3. Acquisitions and Divestitures](#i33486be8de144b99aa444b972b691100_1081) | | | | | | [61](#i33486be8de144b99aa444b972b691100_1081) | | |

| | | | | | | [Note 14. Derivatives](#i33486be8de144b99aa444b972b691100_1468) | | | | | | [87](#i33486be8de144b99aa444b972b691100_1468) | | |

| | | | | | | [Note 17. Leases](#i33486be8de144b99aa444b972b691100_1678) | | | | | | [116](#i33486be8de144b99aa444b972b691100_1678) | | |

| [ITEM 9B](#i33486be8de144b99aa444b972b691100_127) | | | | | | [Other Information](#i33486be8de144b99aa444b972b691100_127) | | | | | | [125](#i33486be8de144b99aa444b972b691100_127) | | |

| [PART III](#i33486be8de144b99aa444b972b691100_1883) | | | | | | | | | | | | | | |

| [ITEM 11](#i33486be8de144b99aa444b972b691100_1907) | | | | | | [Executive Compensation](#i33486be8de144b99aa444b972b691100_1907) | | | | | | [126](#i33486be8de144b99aa444b972b691100_1907) | | |

| [PART IV](#i33486be8de144b99aa444b972b691100_1955) | | | | | | | | | | | | | | |

| [ITEM 16](#i33486be8de144b99aa444b972b691100_1979) | | | | | | [Form 10-K Summary](#i33486be8de144b99aa444b972b691100_1979) | | | | | | [130](#i33486be8de144b99aa444b972b691100_1979) | | |

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

Risk Management and Strategy

The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats.

These processes are integrated into the Company’s overall risk management systems, as overseen by the Company’s board of directors, primarily through its audit committee.

These processes also include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers.

The Company conducts security assessments of certain third-party providers before engagement and has established monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties.

The Company from time to time engages third-party consultants, legal advisors, and audit firms in evaluating and testing the Company’s risk management systems and assessing and remediating certain potential cybersecurity incidents as appropriate.

Governance

Board of Directors

The audit committee of the Company’s board of directors oversees, among other things, the adequacy and effectiveness of the Company’s internal controls, including internal controls designed to assess, identify, and manage material risks from cybersecurity threats.

The audit committee is informed of material risks from cybersecurity threats pursuant to the escalation criteria as set forth in the Company’s disclosure controls and procedures.

Further, at least once per quarter, the Company’s Chief Information and Digital Officer (“CIDO”), and/or the Company’s Chief Information Security Officer (“CISO”) reports on cybersecurity matters, including material risks and threats, to the Company’s audit committee, and the audit committee provides updates to the Company’s board of directors at regular board meetings.

The CIDO also provides updates annually or more frequently as appropriate to the Company’s board of directors.

Management

Under the oversight of the audit committee of the Company’s board of directors, and as directed by the Company’s Chief Executive Officer, the CIDO and CISO are primarily responsible for the assessment and management of material cybersecurity risks.

The CIDO has more than two decades of experience with global technology organizations across multiple industries.

The CISO has over 25 years of experience in information security, risk management, and compliance, has served as the chief information security officer at other organizations and, among other things, is a certified information systems security professional.

The CIDO and CISO are also supported by a Cybersecurity & Privacy Executive Oversight Committee, which is comprised of certain members of senior management and is intended to provide cross-functional support for cybersecurity risk management and facilitate the response to any cybersecurity incidents.

The Company’s CISO oversees the Company’s cybersecurity incident response plan and related processes that are designed to assess and manage material risks from cybersecurity threats.

The Company’s CISO also coordinates with the Company’s legal counsel and third parties, such as consultants and legal advisors, to assess and manage material risks from cybersecurity threats.

The Company’s CISO is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents pursuant to criteria set forth in the Company’s incident response plan and related processes.

The Company’s Disclosure Committee, with the assistance of its Cybersecurity Subcommittee, is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters.

The Company’s Disclosure Committee is comprised of, among others, the Company’s Corporate Controller and Chief Accounting Officer (“CAO”), Treasurer, Chief Legal Affairs Officer (“CLO”), Corporate Secretary, General Auditor, and the most senior members of the investor relations, external reporting, financial planning and analysis, and tax functions.

The Cybersecurity Subcommittee of the Company’s Disclosure Committee is comprised of, among others, the Company’s CAO, Treasurer, CLO, Corporate Secretary, and General Auditor, as well as the CIDO and CISO and Chief Privacy Officer.

The Company’s CISO, or a delegate, informs the Disclosure Committee’s Cybersecurity Subcommittee of certain cybersecurity incidents that may potentially be determined to be material pursuant to escalation criteria set forth in the Company’s incident response plan and related processes.

The Disclosure Committee’s Cybersecurity Subcommittee is also primarily responsible for advising the Disclosure Committee and the Company’s Chief Executive Officer and Chief Financial Officer regarding cybersecurity disclosures in public filings.

The CISO, with the CLO in attendance, also notifies the audit committee chair of any material cybersecurity incident.

As of the date of this Form 10-K, the Company is not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this Form 10-K.

For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factor beginning on page 14 of the section entitled “Item 1A.

Risk Factors” in this Form 10-K.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

The Company operates [removed: 61] [added: 60] manufacturing facilities in [removed: 29] [added: 28] states.

Internationally, the Company operates [removed: 83] [added: 81] manufacturing and converting facilities in 28 countries.

[T](#i33486be8de144b99aa444b972b691100_366)[able of](#i33486be8de144b99aa444b972b691100_366) [Contents](#i33486be8de144b99aa444b972b691100_366)

[T](#i33486be8de144b99aa444b972b691100_366)[able of](#i33486be8de144b99aa444b972b691100_366) [Contents](#i33486be8de144b99aa444b972b691100_366)

At January 31, [removed: 2023,] [added: 2024,] there were [removed: 62,488] [added: 59,783] shareholders of record.

Cash dividends declared and paid totaled [removed: $1.49] [added: $1.50] and [removed: $1.48] [added: $1.49] per share for each quarter in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Issuer Purchases of Equity [removed: Securities][added: Securities (registered pursuant to Section 12 of the Exchange Act)]

[added: Issuer Purchases of Equity Securities:] Repurchases of 3M common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes.

| April 1 - June 30, [removed: 2022] [added: 2023] | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |

| January 1 - 31, 2023 | | | | | | 1,445 | | | | | | $ | 113.34 | | | | | — | | | | | | $ | 4,157 | |

| February 1 - 28, 2023 | | | | | | 1,240 | | | | | | 117.49 | | | | | | — | | | | | | 4,157 | | |

| March 1 - 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| January 1 - March 31, 2023 | | | | | | 2,685 | | | | | | 115.25 | | | | | | — | | | | | | | | |

| April 1 - 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| May 1 - 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| June 1 - 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| July 1 - 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| August 1 - 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| September 1 - 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| July 1 - September 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |

| October 1 - 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| November 1 - 30, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| December 1 - 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| October 1 - December 31, 2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |

| January 1 - December 31, 2023 | | | | | | 2,685 | | | | | | 115.25 | | | | | | — | | | | | | | | |

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

Issuer Purchases of Equity

Securities (registered pursuant to

Section 12 of the Exchange Act)

| January 1 - 31, 2022 | | | | | | 1,458,623 | | | | | | $ | 176.61 | | | | | 1,458,623 | | | | | | $ | 5,329 | |

| February 1 - 28, 2022 | | | | | | 1,445,206 | | | | | | 147.03 | | | | | | 1,441,534 | | | | | | 5,117 | | |

| March 1 - 31, 2022 | | | | | | 1,871,301 | | | | | | 145.61 | | | | | | 1,871,301 | | | | | | 4,845 | | |

| January 1 - March 31, 2022 | | | | | | 4,775,130 | | | | | | 155.51 | | | | | | 4,771,458 | | | | | | | | |

| April 1 - 30, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,845 | | |

| May 1 - 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,845 | | |

| June 1 - 30, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,845 | | |

| July 1 - 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,845 | | |

| August 1 - 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,845 | | |

| September 1 - 30, 2022 | | | | | | 1,665,747 | | | | | | 114.10 | | | | | | 1,665,747 | | | | | | 4,655 | | |

| July 1 - September 30, 2022 | | | | | | 1,665,747 | | | | | | 114.10 | | | | | | 1,665,747 | | | | | | | | |

| October 1 - 31, 2022 | | | | | | 2,831,831 | | | | | | 114.21 | | | | | | 2,831,831 | | | | | | 4,331 | | |

| November 1 - 30, 2022 | | | | | | 1,002,117 | | | | | | 126.87 | | | | | | 1,002,117 | | | | | | 4,204 | | |

| December 1 - 31, 2022 | | | | | | 378,006 | | | | | | 125.91 | | | | | | 378,006 | | | | | | 4,157 | | |

| October 1 - December 31, 2022 | | | | | | 4,211,954 | | | | | | 118.27 | | | | | | 4,211,954 | | | | | | | | |

| January 1 - December 31, 2022 | | | | | | 10,652,831 | | | | | | 134.31 | | | | | | 10,649,159 | | | | | | | | |

____________________

[T](#i33486be8de144b99aa444b972b691100_366)[able of](#i33486be8de144b99aa444b972b691100_366) [Contents](#i33486be8de144b99aa444b972b691100_366)

Index to [removed: Financial Statements][added: Financial Statements]

Management’s [removed: Responsibility for] [added: Responsibility for] Financial Reporting

Management’s [removed: Report on] [added: Report on] Internal Control Over Financial Reporting

Based on the assessment, management concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

[removed: Report of] [added: Report of] Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheet of 3M Company and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of [removed: income,] [added: income (loss),] of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Note [removed: 16] [added: 18] 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 the loss is probable.

Where the reasonable estimate of the probable loss is a range, management records as an accrual in [removed: its] [added: the Company’s] 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 is a critical audit matter are [added: (i)] the significant judgment by management when [removed: assessing] [added: determining] the likelihood of a loss being incurred and when estimating the loss or range of loss for each [removed: claim, which in turn led to significant] [added: claim and (ii) a high degree of] auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assessment of the liabilities and disclosures [removed: associated with] [added: related to] legal proceedings.

These procedures included testing the effectiveness of controls relating to management’s [removed: evaluation] [added: assessment] of the [removed: liability] [added: liabilities] related to legal proceedings, including controls over determining the likelihood of a loss and whether the amount of loss can be reasonably estimated, as well as financial statement disclosures.

[removed: Management tests property, plant] [added: PPE] and [removed: equipment] [added: definite-lived intangible assets are reviewed] for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable.

The amount of the impairment loss recorded is calculated by the excess of the asset’s [added: (asset group's)] carrying value over its fair value.

[removed: Management also tests goodwill] [added: Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets (namely certain tradenames), are not amortized and are assessed] for impairment annually [removed: in the fourth] [added: (fourth] quarter [removed: of each year,] and [removed: tests for impairment between annual tests if] [added: third quarter, respectively) and whenever] an event occurs or circumstances change that would indicate the carrying amount may be impaired.

[removed: The] [added: An] impairment loss is [removed: measured as the amount by which] [added: recognized when] the carrying value of the reporting unit’s net assets exceeds its estimated fair [removed: value, not to exceed the carrying value of the reporting unit’s goodwill.][added: value.]

[removed: In December] [added: Additionally, in] 2022, [removed: the Company] [added: 3M] committed to a plan to exit per- and polyfluoroalkyl substance (PFAS) manufacturing by the end of 2025.

As a result, [removed: the Company] [added: 3M] recorded a pre-tax charge of $0.8 billion in [removed: the fourth quarter of] 2022, related to [removed: the] impairment of long-lived [added: and indefinite-lived] assets ($0.5 billion [removed: -] [added: —] primarily associated with property, [removed: plant] [added: plant,] and equipment) and impairment of goodwill ($0.3 [removed: billion) for the Advanced Materials Division.][added: billion).]

[removed: February 8, 2023][added: | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

Consolidated Statement of [removed: Income][added: Income (Loss)]

| (Millions, except per share amounts) | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: 2023] | | | | | | 2022 | | | | | | 2021 | | | [removed: | | | 2020 | | |]

| Net sales | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |] $ | [removed: 34,229] [added: 32,681] | | | | | $ | [removed: 35,355] [added: 34,229] | | | | | $ | [removed: 32,184] [added: 35,355] | |

| Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Cost of sales | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: 18,477] | | | | | | [removed: 19,232] [added: 19,232] | | | | | | 18,795 | | | [removed: | | | 16,605 | | |]

| Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: 21,526] | | | | | | [removed: 9,049] [added: 9,049] | | | | | | 7,197 | | | [removed: | | | 6,929 | | |]

| Research, development and related expenses | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: 1,842] | | | | | | [removed: 1,862] [added: 1,862] | | | | | | 1,994 | | | [removed: | | | 1,878 | | |]

| Gain on business divestitures | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: (36)] | | | | | | [removed: (2,724)] [added: (2,724)] | | | | | | — | | | [removed: | | | (389) | | |]

| Goodwill impairment expense | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | 271] [added: —] | | | | | | [removed: —] [added: 271] | | | | | | — | | |

| Total operating expenses | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: 41,809] | | | | | | [removed: 27,690] [added: 27,690] | | | | | | 27,986 | | | [removed: | | | 25,023 | | |]

| Operating income [removed: | | | | | |] [added: (loss)] | | | | | | | | | | | | | | | | | | [added: (9,128)] | | | | | | [removed: 6,539] [added: 6,539] | | | | | | 7,369 | | | [removed: | | | 7,161 | | |]

| Other expense (income), net | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: 560] | | | | | | [removed: 147] [added: 147] | | | | | | 165 | | | [removed: | | | 366 | | |]

| Income [added: (loss)] before income taxes | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: (9,688)] | | | | | | [removed: 6,392] [added: 6,392] | | | | | | 7,204 | | | [removed: | | | 6,795 | | |]

| Provision [added: (benefit)] for income taxes | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: (2,691)] | | | | | | [removed: 612] [added: 612] | | | | | | 1,285 | | | [removed: | | | 1,337 | | |]

| Income [added: (loss)] of consolidated group | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: (6,997)] | | | | | | [removed: 5,780] [added: 5,780] | | | | | | 5,919 | | | [removed: | | | 5,458 | | |]

| Income (loss) from unconsolidated subsidiaries, net of taxes | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: 18] | | | | | | [removed: 11] [added: 11] | | | | | | 10 | | | [removed: | | | (5) | | |]

| Net income [added: (loss)] including noncontrolling interest | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: (6,979)] | | | | | | [removed: 5,791] [added: 5,791] | | | | | | 5,929 | | | [removed: | | | 5,453 | | |]

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February 7, 2024

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| Shares outstanding - December 31, 2023: 552,581,136 | | | | | | | | | | | | | | |

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

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

| Net income (loss) | | | | | | (6,979) | | | | | | | | | | | | (6,995) | | | | | | | | | | | | | | | | | | 16 | | |

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

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

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

| Dividend to noncontrolling interest | | | | | | (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3) | | |

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

| Balance at December 31, 2023 | | | | | | $ | 4,868 | | | | | $ | 6,965 | | | | | $ | 37,479 | | | | | $ | (32,859) | | | | | $ | (6,778) | | | | | $ | 61 | |

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The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States.

The financial statements consolidate all applicable subsidiaries; intercompany transactions and balances are eliminated.

In the second quarter of 2023, 3M re-consolidated the Aearo Technology and certain of its related entities (collectively, the "Aearo Entities") as a result of the court dismissal of their voluntary bankruptcy proceedings.

Local currencies generally are considered the functional currencies outside the United States, with the exception of subsidiaries operating in highly inflationary economies, which are not material to 3M.

Also effective in the first quarter of 2023, 3M's Consumer business segment re-aligned from four divisions to three divisions, see additional information in Note 21.

Investments: 3M invests in marketable and equity securities.

The balances associated with equity securities are disclosed in Note 7.

3M regularly reviews investment securities for impairment.

Depreciation of PPE generally is computed using the straight-line method.

Refer to Note 7 for depreciable life and additional details on PPE.

Internal-use software elements of PPE are depreciated over a period of three to seven years.

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See Note 16 for more information on the Company's derivative instruments and hedging programs.

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

*Tax-free Determination of the Split-Off of the Food Safety Division*

As described in Note 3 to the consolidated financial statements, the Company completed the split-off of the Food Safety Division business in a transaction that involved a Reverse Morris Trust structure.

Management has determined that the Food Safety Division split-off involving the Reverse Morris Trust structure and certain internal business separation transactions (the split-off and certain internal business separation transactions referred to together as the “Transactions”) qualify as tax-free for U.S. federal income tax purposes.

In making these determinations, management applied U.S. federal tax law to relevant facts and circumstances and obtained a favorable private letter ruling from the Internal Revenue Service, third party tax opinions, and other external tax advice related to the concluded tax treatment.

The applicable facts and circumstances that existed at the time of the Transactions may be reviewed as part of an audit by the Internal Revenue Service.

If the completed Transactions were later determined to fail to qualify for tax-free treatment for U.S. federal income tax purposes, the Company could be subject to significant liabilities, and there could be material adverse impacts on the Company’s business, financial condition, results of operations and cash flows in future reporting periods.

The principal considerations for our determination that performing procedures relating to the tax-free determination of the Transactions is a critical audit matter are (i) the significant judgment by management in applying relevant tax laws and regulations in determining the Transactions qualify as tax-free, and (ii) the significant impact to the financial statements if these tax-free determinations were determined to be inappropriate by the relevant taxing authorities.

This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the tax-free determination of the Transactions.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s determination of the tax-free treatment of the Transactions.

These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in evaluating the information, including the private letter ruling from the Internal Revenue Service, third party tax opinions, U.S. federal tax law, other external tax advice, certain representations from management, and other relevant evidence used by management, as well as the application of relevant U.S. federal tax law to support management’s determination that the Transactions qualify as tax-free.

*Property, Plant and Equipment and Goodwill Impairment Assessments for the Advanced Materials Division*

As described in Notes 1, 4, and 15 to the consolidated financial statements, the Company’s consolidated property, plant and equipment balance was $9.2 billion and goodwill balance was $12.8 billion as of December 31, 2022, and the Advanced Materials Division makes up a portion of these balances.

An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.

Underlying fair values were determined primarily using discounted cash flow models based on assumptions of projected sales, EBITDA margins, capital expenditures, discount rate and other applicable items.

The principal considerations for our determination that performing procedures relating to the property, plant and equipment and goodwill impairment assessments for the Advanced Materials Division is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Advanced Materials Division asset group and reporting unit, which in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the appropriateness of management’s discounted cash flow models and reasonableness of management’s significant assumptions related to projected sales, EBITDA margins, capital expenditures, and discount rate and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s property, plant and equipment and goodwill impairment assessments for the Advanced Materials Division, including controls over management’s identification of events or changes in circumstances that indicate an impairment of an asset group or reporting unit has occurred and controls over the determination of the fair value estimates of the Advanced Materials Division asset group and reporting unit.

These procedures also included, among others, testing management’s process for determining the fair value estimates of the Advanced Materials Division asset group and reporting unit, evaluating the appropriateness of the discounted cash flow models, and evaluating the reasonableness of management’s significant assumptions related to projected sales, EBITDA margins, capital expenditures, and discount rate.

Evaluating management’s assumptions related to projected sales, EBITDA margins, and capital expenditures involved evaluating whether the assumptions used were reasonable considering the current and past performance of the Advanced Materials Division, external market and industry data, evidence obtained in other areas of the audit and the Company’s objectives and strategies.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow models and evaluating the reasonableness of the discount rate.

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

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

| Shares outstanding - December 31, 2021: 571,845,478 | | | | | | | | | | | | | | |

| Balance at December 31, 2019 | | | | | | $ | 10,126 | | | | | $ | 5,916 | | | | | $ | 42,130 | | | | | $ | (29,849) | | | | | $ | (8,134) | | | | | $ | 63 | |

| Net income | | | | | | 5,453 | | | | | | | | | | | | 5,449 | | | | | | | | | | | | | | | | | | 4 | | |

| Cumulative translation adjustment | | | | | | 447 | | | | | | | | | | | | | | | | | | | | | | | | 449 | | | | | | (2) | | |

| Purchase of non-controlling interest | | | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | | |

| Cumulative translation adjustment | | | | | | (494) | | | | | | | | | | | | | | | | | | | | | | | | (493) | | | | | | (1) | | |

| Defined benefit pension and post-retirement plans adjustment | | | | | | 1,345 | | | | | | | | | | | | | | | | | | | | | | | | 1,345 | | | | | | | | |

| Cash flow hedging instruments - unrealized gain (loss) | | | | | | 119 | | | | | | | | | | | | | | | | | | | | | | | | 119 | | | | | | | | |

| Cumulative translation adjustment | | | | | | (893) | | | | | | | | | | | | | | | | | | | | | | | | (885) | | | | | | (8) | | |

| Defined benefit pension and post-retirement plans adjustment | | | | | | 915 | | | | | | | | | | | | | | | | | | | | | | | | 915 | | | | | | | | |

| Cash flow hedging instruments - unrealized gain (loss) | | | | | | 47 | | | | | | | | | | | | | | | | | | | | | | | | 47 | | | | | | | | |

| Acquisitions, net of cash acquired | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (25) | | |

All applicable subsidiaries are consolidated.

All intercompany transactions are eliminated.

See additional information in Note 19.

See additional information in Note 2.

Management conducted an assessment of the Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control — Integrated Framework (2013).* Based on the assessment, management concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

The Company [removed: is implementing] [added: continues to implement new business systems and solutions, including] an enterprise resource planning [removed: (“ERP”)] system [removed: on a worldwide basis,] [added: (ERP),] which [removed: is] [added: are] expected to improve the efficiency of certain financial and related [removed: transaction] [added: business] processes.

The [removed: implementation of a worldwide ERP system will likely] [added: implementations, in certain cases, may] affect the processes that constitute [removed: our] [added: the Company’s] internal control over financial reporting and will require testing for effectiveness.

The Company completed implementation with respect to various processes/sub-processes in certain subsidiaries/locations, including aspects relative to the United States, and will continue [removed: to roll out] the [removed: ERP system] [added: implementations] over the next several years.

As with any new information technology application [removed: we implement, this application,] [added: the Company implements, these applications,] along with the internal [removed: controls] [added: control] over financial reporting included in [removed: this process, was] [added: these processes, were] appropriately considered within the testing for effectiveness with respect to the implementation in these instances.

[removed: We] [added: The Company] concluded, as part of its evaluation described in the above paragraphs, that the implementation [removed: of the ERP system] in these circumstances has not materially affected [removed: our] [added: its] internal control over financial reporting.

These implementations are expected to occur on an on-going basis as opportunities and needs are identified and addressed.

The gradual implementation is expected to occur in phases over the next several years.

Periodically, 3M pays renewal fees, through [added: third-party] IP service [removed: providers/counsel located in Germany, Dubai and Iran,] [added: providers/counsel,] to the Iran Intellectual Property Office (“IIPO”) for these patents and trademarks and has sought to prosecute and defend such trademarks.

On [removed: January 26,] [added: April 22,] 2022, the Office of Foreign Assets Control (“OFAC”) granted to 3M a specific license to make payments to IIPO at its account in Bank Melli, which was designated on November 5, 2018 by OFAC under its counter terrorism authority pursuant to Executive Order 13224.

As authorized by OFAC’s specific license, in the quarter ended December 31, [removed: 2022,] [added: 2023,] 3M paid [removed: $354] [added: $263] as part of its intellectual property protection efforts in Iran.

3M plans to continue these [added: IP rights protection] activities, as authorized under the specific license.

*Insider Trading Arrangements and Policies*

During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The Company's quarterly filing for the quarter ended June 30, 2023 inadvertently omitted a renewal payment of $259 made by an IP service provider to the IIPO at its account in Bank Melli.

The payment made for that quarter was $326 in total, instead of $67 as previously reported.

In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of December 31, [removed: 2022)] [added: 2023)] for its annual meeting to be held on May [removed: 9, 2023,] [added: 14, 2024,] are incorporated by reference in this Form 10-K.

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The information relating to directors and nominees of 3M is set forth under the caption “Proposal No. 1” in 3M’s proxy statement for its annual meeting of stockholders to be held on May [removed: 9, 2023] [added: 14, 2024] (“3M Proxy Statement”) and is incorporated by reference herein.

The information required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Corporate [removed: Governance At] [added: governance at] 3M — Board [removed: Membership Criteria] [added: membership criteria] — Identification, [removed: Evaluation,] [added: evaluation,] and [removed: Selection] [added: selection] of [removed: Nominees,”] [added: nominees,”] “—Shareholder [removed: Nominations,”] [added: nominations,”] “—Shareholder [removed: Nominations] [added: nominations] – [removed: Advance Notice Bylaw”,] [added: advance notice bylaw,” “—Shareholder nominations – universal proxy rules,”] and “—Proxy [removed: Access Nominations”] [added: access nominations”] and “Corporate [removed: Governance At] [added: governance at] 3M [removed: --] [added: –] Board [removed: Committees] [added: committees] – Audit Committee” of the 3M Proxy Statement and such information is incorporated by reference herein.

The information required by Item 402 of Regulation S-K is contained under the captions “Executive [removed: Compensation”] [added: compensation”] (excluding the information under the caption “— Compensation [added: and Talent] Committee [removed: Report”)] [added: report”)] and “Director [removed: Compensation”] [added: compensation”] and “Stock [removed: Retention Requirement”] [added: retention requirement”] of the 3M Proxy Statement.

The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is contained in the [removed: “Executive Compensation”] [added: *Executive compensation*] section under the captions “Compensation [added: and Talent] Committee [removed: Report”] [added: report”] and “Compensation [added: and Talent] Committee [removed: Interlocks] [added: interlocks] and [removed: Insider Participation”] [added: insider participation”] of the 3M Proxy Statement.

Such information (other than the Compensation [added: and Talent] Committee Report, which shall not be deemed to be “filed”) is incorporated by reference.

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The information relating to security ownership of certain beneficial owners and management is set forth under the [removed: designation] [added: captions] “Security [removed: Ownership] [added: ownership] of [removed: Management”] [added: management”] and “Security [removed: Ownership] [added: ownership] of [removed: Certain Beneficial Owners”] [added: certain beneficial owners”] in the 3M Proxy Statement and such information is incorporated by reference herein.

Equity compensation plans information as of December 31, [removed: 2022] [added: 2023] follows:

[added: |] Equity Compensation Plans Information (1) [added: | | | | | | A | | | | | | B | | | | | | C | | |]

| Restricted stock units | | | | | | [removed: 2,375] [added: 3,798] | | | | | | | | | | | | — | | |

| Performance shares | | | | | | [removed: 391] [added: 360] | | | | | | | | | | | | — | | |

| Non-employee director deferred stock units | | | | | | [removed: 235] [added: 242] | | | | | | | | | | | | — | | |

| Employee stock purchase plan | | | | | | — | | | | | | | | | | | | [removed: 20,258] [added: 18,945] | | |

| Stock options | | | | | | 34,683 | | | | | | $ | 167.38 | | | | | — | | |

| Total | | | | | | 39,083 | | | | | | | | | | | | 26,648 | | |

| Subtotal | | | | | | 39,083 | | | | | | | | | | | | 45,593 | | |

| Total | | | | | | 39,083 | | | | | | | | | | | | 45,593 | | |

| | | | | | | A | | | | | | B | | | | | | C | | |

| Stock options | | | | | | 35,506 | | | | | | $ | 166.97 | | | | | — | | |

| Total | | | | | | 38,507 | | | | | | | | | | | | 32,377 | | |

| Subtotal | | | | | | 38,507 | | | | | | | | | | | | 52,635 | | |

| Total | | | | | | 38,507 | | | | | | | | | | | | 52,635 | | |

The information required by Item 404(b) and Item 407(a) of Regulation S-K is contained under the [removed: section] [added: captions] “Corporate [removed: Governance] [added: governance] at [removed: 3M” under the captions “Director Independence”] [added: 3M — Board membership criteria — Director independence,”] and [removed: “Related Person Transaction Policy] [added: “Corporate governance at 3M — Corporate governance practices] and [removed: Procedures”] [added: policies — Related person transaction policy and procedures”] of the 3M Proxy Statement and such information is incorporated by reference herein.

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

[T](#i33486be8de144b99aa444b972b691100_366)[able of](#i33486be8de144b99aa444b972b691100_366) [Contents](#i33486be8de144b99aa444b972b691100_366)

| [removed: (10.1)*] [added: (10.2)*] | | | [removed: [3M] [added: [Form of Stock Option Award Agreement under the 3M] Company 2016 Long-Term Incentive [removed: Plan, as amended and restated effective May 11, 2021,] [added: Plan] is incorporated by reference from our Form 8-K dated May [removed: 13, 2021.](https://www.sec.gov/Archives/edgar/data/66740/000110465921065958/tm2116090d1_ex10-1.htm)] [added: 12, 2016.](https://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d2.htm)] | | | [added: | | |]

| [removed: (10.2)*] [added: (10.3)*] | | | [Form of Stock [removed: Option] [added: Appreciation Right] Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d2.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d3.htm)] | | | [added: | | |]

| [removed: (10.3)*] [added: (10.4)*] | | | [Form of [added: Restricted] Stock [removed: Appreciation Right] [added: Unit] Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d3.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d4.htm)] | | | [added: | | |]

| [removed: (10.4)*] [added: (10.28)*] | | | [Form of Restricted Stock Unit Award Agreement [added: for restricted stock unit awards granted] under the 3M Company 2016 Long-Term Incentive Plan [added: on or after February 6, 2023] is incorporated by reference from our Form [removed: 8-K dated May 12, 2016.](https://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d4.htm)] [added: 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1034-2016ltipxformr.htm)] | | | [added: | | |]

| (10.5)* | | | [Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February [removed: 5, 2018] [added: 1, 2021] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2017.](https://www.sec.gov/Archives/edgar/data/66740/000155837018000535/mmm-20171231ex10690418d.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/66740/000155837021000737/mmm-20201231xex10d6.htm)] | | | [added: | | |]

| [removed: (10.6)*] [added: (10.26)*] | | | [Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February [removed: 1, 2021] [added: 6, 2023] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/66740/000155837021000737/mmm-20201231xex10d6.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1032-2016ltipxformp.htm)] | | | [added: | | |]

| [removed: (10.7)*] [added: (10.6)*] | | | [Form of Stock Issuance Award Agreement for stock issuances on or after January 1, 2019 to Non-Employee Directors under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/66740/000155837019000470/mmm-20181231ex107cae913.htm) | | | [added: | | |]

| [removed: (10.8)*] [added: (10.7)*] | | | [Form of Deferred Stock Unit Award Agreement for deferred stock units granted on or after January 1, 2019 to Non-Employee Directors under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/66740/000155837019000470/mmm-20181231ex108e7bb6b.htm) | | | [added: | | |]

| [removed: (10.9)*] [added: (10.8)*] | | | [3M 2008 Long-Term Incentive Plan (including amendments through February 2, 2016) is incorporated by reference from our Form 10-K for the year ended December 31, 2015.](https://www.sec.gov/Archives/edgar/data/66740/000155837016003162/mmm-20151231ex1011486b0.htm) | | | [added: | | |]

| [removed: (10.10)*] [added: (10.9)*] | | | [Form of Stock Option Agreement for options granted to Executive Officers under the 3M 2008 Long-Term Incentive Plan, commencing February 9, 2010, is incorporated by reference from our Form 10-K for the year ended December 31, 2009.](https://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d4.htm) | | | [added: | | |]

| [removed: (10.11)*] [added: (10.10)*] | | | [Form of Stock Option Agreement for U.S. Employees under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2008.](https://www.sec.gov/Archives/edgar/data/66740/000110465909009669/a09-1282_1ex10d3.htm) | | | [added: | | |]

| [removed: (10.12)*] [added: (10.11)*] | | | [Amended and Restated 3M VIP Excess Plan, as amended and restated effective December 1, 2021, is incorporated by reference from our Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/66740/000006674022000010/mmm-20211231x10xkxexx1012.htm) | | | [added: | | |]

| [removed: (10.13)*] [added: (10.12)*] | | | [Amended and Restated 3M Deferred Compensation Excess Plan, as amended and restated effective December 1, 2021, is is incorporated by reference from our Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/66740/000006674022000010/mmm-20211231x10xkxexx1014.htm) | | | [added: | | |]

| [removed: (10.14)*] [added: (10.13)*] | | | [3M Performance Awards Deferred Compensation Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2009.](https://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d25.htm) | | | [added: | | |]

| [removed: (10.15)*] [added: (10.24)] | | | [removed: [3M Annual Incentive Plan,] [added: [364-day Credit Agreement] as [removed: amended and restated effective January 1,] [added: of November 10,] 2022, is incorporated by reference from our Form 8-K dated November [removed: 12, 2021.](https://www.sec.gov/Archives/edgar/data/66740/000006674021000018/a111221ex101.htm)] [added: 14, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674022000080/a111422exhibit101-8xk.htm)] | | | [added: | | |]

| [removed: (10.16)*] [added: (10.20)*] | | | [3M Executive [removed: Severance Plan] [added: Life Insurance Plan, as amended,] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/66740/000155837020000581/ex-10d20.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/66740/000155837018000535/mmm-20171231ex1022fd468.htm)] | | | [added: | | |]

| [removed: (10.17)*] [added: (10.16)*] | | | [3M Compensation Plan for Non-Employee Directors, as [removed: amended, through] [added: amended](https://www.sec.gov/Archives/edgar/data/66740/000110465905008057/a05-3853_1ex10d10.htm) [through] November 8, 2004, is incorporated by reference from our Form 10-K for the year ended December 31, 2004.](https://www.sec.gov/Archives/edgar/data/66740/000110465905008057/a05-3853_1ex10d10.htm) | | | [added: | | |]

| [removed: (10.18)*] [added: (10.17)*] | | | [Amendment of 3M Compensation Plan for Non-Employee Directors is incorporated by reference from our Form 8-K dated November 14, 2008.](https://www.sec.gov/Archives/edgar/data/66740/000110465908071086/a08-28444_2ex10d8.htm) | | | [added: | | |]

| [removed: (10.19)*] [added: (10.18)*] | | | [Amendment of 3M Compensation Plan for Non-Employee Directors as of August 12, 2013, is incorporated by reference from our Form 10-Q for the quarter ended September 30, 2013.](https://www.sec.gov/Archives/edgar/data/66740/000110465913079583/a13-19634_1ex10d31.htm) | | | [added: | | |]

| [removed: (10.20)*] [added: (10.19)*] | | | [Amendment and Restatement of 3M Compensation Plan for Non-Employee Directors as of January 1, 2019, is incorporated by reference from our Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/66740/000155837019000470/mmm-20181231ex1024baeb2.htm) | | | [added: | | |]

| (10.21)* | | | [removed: [3M Executive Life Insurance Plan, as amended,] [added: [Amended and Restated 3M Nonqualified Pension Plan I] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2017.](https://www.sec.gov/Archives/edgar/data/66740/000155837018000535/mmm-20171231ex1022fd468.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex102958e2d.htm)] | | | [added: | | |]

| (10.22)* | | | [removed: [Policy on Reimbursement of Incentive Payments] [added: [Amended and Restated 3M Nonqualified Pension Plan II] is incorporated by reference from our Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2018.](https://www.sec.gov/Archives/edgar/data/66740/000155837018005773/mmm-20180630ex1023f6cc6.htm)] [added: December 31, 2016.](https://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex10309a2c3.htm)] | | | [added: | | |]

| (10.23)* | | | [Amended and Restated 3M Nonqualified Pension Plan [removed: I] [added: III] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex102958e2d.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex10313ce21.htm)] | | | [added: | | |]

| [removed: (10.27)] [added: (10.29)] | | | [removed: [Amended and Restated Five-Year] [added: [Five-Year] Credit Agreement [added: dated] as of [removed: November 15, 2019,] [added: May 11, 2023](https://www.sec.gov/Archives/edgar/data/66740/000006674023000037/ex101-fivexyearcreditagree.htm)[,] is incorporated by reference from our Form 8-K dated [removed: November 19, 2019.](https://www.sec.gov/Archives/edgar/data/66740/000110465919065493/tm1923333d1_ex10-1.htm)] [added: May 11](https://www.sec.gov/Archives/edgar/data/66740/000006674023000037/ex101-fivexyearcreditagree.htm)[, 2023](https://www.sec.gov/Archives/edgar/data/66740/000006674023000037/ex101-fivexyearcreditagree.htm)[.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000037/ex101-fivexyearcreditagree.htm)] | | | [added: | | |]

| [removed: (10.28)] [added: (10.30)] | | | [removed: [Amendment No.1, dated November] [added: [A](https://www.sec.gov/Archives/edgar/data/66740/000006674023000051/exhibit101-amendmentno1tot.htm)[mendment No.] 1, [removed: 2022,] [added: dated July 7, 2023,] to [removed: the Amended and Restated Five-Year] [added: the](https://www.sec.gov/Archives/edgar/data/66740/000006674023000051/exhibit101-amendmentno1tot.htm) [Five-Year] Credit [removed: Agreement,] [added: Agreement](https://www.sec.gov/Archives/edgar/data/66740/000006674023000051/exhibit101-amendmentno1tot.htm) [dated as of](https://www.sec.gov/Archives/edgar/data/66740/000006674023000051/exhibit101-amendmentno1tot.htm) [May 11, 2023,] is incorporated by reference from our Form 8-K dated [removed: November 14, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674022000080/a111422exhibit102-8xk.htm)] [added: July 10, 2023.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000051/exhibit101-amendmentno1tot.htm)] | | | [added: | | |]

| [removed: (10.31)] [added: (10.25)] | | | [Registration Rights Agreement as of August 4, 2009, between 3M Company and State Street Bank and Trust Company as Independent Fiduciary of the 3M Employee Retirement Income Plan, is incorporated by reference from our Form 8-K dated August 5, 2009.](https://www.sec.gov/Archives/edgar/data/66740/000110465909047028/a09-17166_2ex99d1.htm) | | | [added: | | |]

| [removed: (10.32)*] [added: (10.27)*] | | | [Form of [removed: Performance Share] [added: Stock Option] Award Agreement for [removed: performance share awards] [added: stock options] granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 6, [removed: 2023,] [added: 2023] is [removed: filed herewith.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1032-2016ltipxformp.htm)] [added: incorporated by reference from our Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1033-2016ltipxforms.htm)] | | | [added: | | |]

| (21) | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/a2022exhibit2110k.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023exhibit2110k.htm)] | | |

| (23) | | | [Consent of independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/a2022exhibit2310k.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023exhibit2310k.htm)] | | |

| (24) | | | [Power of [removed: attorney.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/a2022exhibit2410k.htm)] [added: attorney.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023exhibit2410k.htm)] | | |

| (31.1) | | | [Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/a2022q4exhibit311.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023q4exhibit311.htm)] | | |

| (31.2) | | | [Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/a2022q4exhibit312.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023q4exhibit312.htm)] | | |

| (32.1) | | | [Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/a2022q4exhibit321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023q4exhibit321.htm)] | | |

| (32.2) | | | [Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/a2022q4exhibit322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023q4exhibit322.htm)] | | |

| (95) | | | [Mine Safety [removed: Disclosures.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/a2022q4exhibit95.htm)] [added: Disclosures.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023q4exhibit95.htm)] | | |

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| (10.1)* | | | [3M Company 2016 Long-Term Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm) [through](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm) [May](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm) [8](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm)[, 202](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm)[3](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm)[, is filed herewith.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm) | | | | | |

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

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| (10.14)* | | | [3M Annual Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1014-annualincentiv.htm) [through May](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1014-annualincentiv.htm) [8, 2023](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1014-annualincentiv.htm)[,](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1014-annualincentiv.htm) [is filed herewith.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1014-annualincentiv.htm) | | | | | |

| (10.15)* | | | [3M Executive Severance Plan](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1015-3musexecutives.htm)[,](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1015-3musexecutives.htm) [as amended through](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1015-3musexecutives.htm) [August 9, 2023](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1015-3musexecutives.htm)[, is filed herewith.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1015-3musexecutives.htm) | | | | | |

| (10.31) | | | [A](https://www.sec.gov/Archives/edgar/data/66740/000006674023000076/exhibit101-amendmentno2tot.htm)[mendment No. 2, dated September 18, 2023, to the Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated September 18, 2023.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000076/exhibit101-amendmentno2tot.htm) | | | | | |

| (10.32) | | | [S](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674023000048/mmm-20230622.htm)[ettlement Agreement (and exhibits), dated as of June 22, 2023, of 3M Company is incorporated by reference from our Form 8-K dated June 22, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674023000048/mmm-20230622.htm) | | | | | |

[Table of](#iabb0ea68ec0b4fa38263320007b49008_13) [Contents](#iabb0ea68ec0b4fa38263320007b49008_13)

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| (10.33) | | | [Settlement Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674023000073/mmm-20230829.htm)[s](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674023000073/mmm-20230829.htm)[, dated as of August 29, 2023, of 3M Company is incorporated by reference from our Form 8-K dated August 29, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674023000073/mmm-20230829.htm) | | | | | |

| (10.34) | | | [Amendment, dated January 26, 2024, to Combat Arms Settlement Agreement dated August 29, 2023,](https://www.sec.gov/Archives/edgar/data/66740/000006674024000007/a129248kex-101.htm) [is incorporated by reference from our Form 8-K dated January 2](https://www.sec.gov/Archives/edgar/data/66740/000006674024000007/a129248kex-101.htm)[9, 2024.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000007/a129248kex-101.htm) | | | | | |

| (97) | | | [Recoupment Policy, as adopted on May 9, 2023, is filed herewith.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/a2023ex97-recoupmentpolicy.htm) | | |

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[T](#i33486be8de144b99aa444b972b691100_366)[able of](#i33486be8de144b99aa444b972b691100_366) [Contents](#i33486be8de144b99aa444b972b691100_366)

| (10.24)* | | | [Amended and Restated 3M Nonqualified Pension Plan II is incorporated by reference from our Form 10-K for the year ended December 31, 2016.](https://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex10309a2c3.htm) | | |

| (10.25)* | | | [Amended and Restated 3M Nonqualified Pension Plan III is incorporated by reference from our Form 10-K for the year ended December 31, 2016.](https://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex10313ce21.htm) | | |

| (10.26)* | | | [Offer Letter of Employment of Monish Patolawala, dated May 19, 2020 is incorporated by reference from our Form 8-K dated June 3, 2020.](https://www.sec.gov/Archives/edgar/data/66740/000110465920069216/tm2021663d1_ex99-1.htm) | | |

| (10.29) | | | [364-day Credit Agreement as of November 12, 2021, is incorporated by reference from our Form 8-K dated November 15, 2021.](https://www.sec.gov/Archives/edgar/data/0000066740/000006674021000021/a111521exhibit101.htm) | | |

| (10.30) | | | [364-day Credit Agreement as of November 10, 2022, is incorporated by reference from our Form 8-K dated November 14, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674022000080/a111422exhibit101-8xk.htm) | | |