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What changed in 3M's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of 3M's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+263 added−311 removedSource: 10-K (2026-02-03) vs 10-K (2025-02-05)

Top changes in 3M's 2025 10-K

263 paragraphs added · 311 removed · 199 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

26 edited+6 added−8 removed12 unchanged
Biggest changeIn particular, these include, among others, statements relating to: • worldwide economic, political, regulatory, international trade, geopolitical, capital markets and other external conditions and other factors beyond the Company's control, including inflation; recession; military conflicts; trade restrictions such as sanctions, tariffs, and retaliatory measures; regulatory requirements, legal actions, or enforcement; and natural and other disasters or climate change affecting the operations of the Company or its customers and suppliers, • foreign currency exchange rates and fluctuations in those rates, • liabilities and the outcome of contingencies related to certain fluorochemicals known as "PFAS," including liabilities related to claims, lawsuits, and government regulatory proceedings concerning various PFAS-related products and chemistries, as well as risks related to the Company's plans to exit PFAS manufacturing and work to discontinue use of PFAS across its product portfolio, • risks related to the class-action settlement (“PWS Settlement”) to resolve claims by public water suppliers in the United States regarding PFAS, • legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's reports on Form 10-K, 10-Q, and 8-K, • competitive conditions and customer preferences, • the timing and market acceptance of new product and service offerings, • the availability and cost of purchased components, compounds, raw materials and energy due to shortages, increased demand and wages, supply chain interruptions, or natural or other disasters, • unanticipated problems or delays with the phased implementation of a global enterprise resource planning (ERP) system, or security breaches and other disruptions to the Company's information or operational technology infrastructure, • the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from portfolio management actions and other evolving business strategies, • operational execution, including the extent to which the Company can realize the benefits of planned productivity improvements, as well as the impact of organizational restructuring activities, • financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans, • the Company’s credit ratings and its cost of capital, • tax-related external conditions, including changes in tax rates, laws, or regulations, • matters relating to the spin-off of the Company's Health Care business, including the risk that the expected benefits will not be realized; the risk that the costs or dis-synergies will exceed the anticipated amounts; potential impacts on the Company's relationships with its customers, suppliers, employees, regulators and other counterparties; the ability to realize the desired tax treatment; the risk that any consents or approvals required will not be obtained; risks under the agreements and obligations entered into in connection with the spin-off, and • matters relating to Combat Arms Earplugs (“CAE”) and related products, 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”).
Biggest changeIn particular, these include, among others, statements relating to: • worldwide economic, political, regulatory, international trade, geopolitical, capital markets and other external conditions and other factors beyond the Company's control, including inflation; recession; military conflicts; trade restrictions such as sanctions, tariffs, reciprocal and retaliatory tariffs, and other tariff-related measures; regulatory requirements, legal actions, or enforcement; and natural and other disasters or climate change affecting the operations of the Company or its customers and suppliers, • foreign currency exchange rates and fluctuations in those rates, • liabilities and the outcome of contingencies related to certain fluorochemicals known as "PFAS," including liabilities related to claims, lawsuits, and government regulatory proceedings concerning various PFAS-related products and chemistries, as well as risks related to the Company's exit of PFAS manufacturing and work to discontinue use of PFAS across its product portfolio, • risks related to the class-action settlement (“PWS Settlement”) to resolve claims by public water suppliers in the United States regarding PFAS, as well as risks related to ongoing PFAS-related settlements and claims, • legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's reports on Form 10-K, 10-Q, and 8-K, as well as compliance risks related to legal or regulatory requirements, government contract requirements, policies and practices, or other matters that require or encourage the Company or its customers, suppliers, vendors, or channel partners to conduct business in a certain way, • competitive conditions and customer preferences, • the timing and market acceptance of new product and service offerings, • the availability and cost of purchased components, compounds, raw materials and energy due to shortages, increased demand and wages, tariffs, supply chain interruptions, or natural or other disasters, • unanticipated problems or delays when implementing new business systems and solutions, including with the phased implementation of a global enterprise resource planning (ERP) system, or security breaches and other disruptions to the Company's information or operational technology infrastructure, • the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from portfolio management actions and other evolving business strategies, • operational execution, including the extent to which the Company can realize the benefits of planned productivity improvements, as well as the impact of organizational restructuring activities, • financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans, • the Company’s credit ratings and its cost of capital, • tax-related external conditions, including changes in tax rates, laws, or regulations, • matters relating to the spin-off of the Company's Health Care business, including the risk that the expected benefits will not be realized; the risk that the costs or dis-synergies will exceed the anticipated amounts; potential impacts on the Company's relationships with its customers, suppliers, employees, regulators and other counterparties; the ability to realize the desired tax treatment; risks under the agreements and obligations entered into in connection with the spin-off, and • matters relating to Combat Arms Earplugs (“CAE”) and related products.
Important information as to these factors can be found in this document, including, among others, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings of “Overview,” “Financial Condition and Liquidity” and annually in “Critical Accounting Estimates.” Discussion of these factors is incorporated by reference from Part I, Item 1A, “Risk Factors,” of this document, and should be considered an integral part of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 10-K, 10-Q and 8-K filed with the SEC from time to time.
Important information as to these factors can be found in this document, including, among others, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings of “Overview,” “Financial Condition and Liquidity” and annually in “Critical Accounting Estimates.” Discussion of these factors is incorporated by reference from Part I, Item 1A, “Risk Factors,” of this document, and should be considered an integral part of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 10-K, 10-Q and 8-K filed with the SEC from time to time. 9 Table of Contents
In this document, for any references to Note 1 through Note 23, refer to the Notes to Consolidated Financial Statements in Item 8. 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.
In this document, for any references to Note 1 through Note 20, refer to the Notes to Consolidated Financial Statements in Item 8. 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 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 also provides opportunities for all employees to learn, in addition to regular coaching and support from their supervisor.
The Company provides leadership development experiences through enterprise leadership development programs, 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 also provides opportunities for all employees to learn, in addition to regular coaching and support from their supervisor.
Development: Developing employees contributes to growing 3M’s business. 3M maintains talent and succession planning processes, including regular review by the Company’s chief executive officer (CEO) and reporting up through the Board of Directors.
Development: Developing employees contributes to growing 3M’s business. 3M maintains talent and succession planning processes, including regular reviews by the Company’s chief executive officer (CEO) and reporting up through the Board of Directors.
Refer to segment descriptions summarized below (Financial information and other disclosures relating to 3M’s business segments and operations in major geographic areas are provided in the Notes to Consolidated Financial Statements): Business Segment Safety and Industrial Transportation and Electronics Consumer Underlying divisions/businesses Refer to Note 3 for disaggregated revenue information • Abrasives • Automotive aftermarket • Electrical markets • Industrial adhesives and tapes • Industrial specialties • Personal safety • Roofing granules • Advanced materials • Automotive and aerospace • Commercial branding and transportation • Display materials and systems • Electronics materials solutions • Consumer safety & well-being • Home and auto care • Home improvement • Packaging and expression Representative revenue-generating activities, products or services • Industrial abrasives and finishing for metalworking applications • Autobody repair solutions • Industrial specialty products such as 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 • Attachment/bonding, films, sound and temperature management for transportation vehicles • Premium large format graphic films for advertising and fleet signage • Reflective signage for highway, and vehicle safety • Light management films and electronics assembly solutions • Chip packaging and interconnection solutions • Semiconductor production materials • Solutions for data centers • Cleaning products for the home • Consumer air quality products • Picture hanging accessories • Retail abrasives, paint accessories and safety products • Stationery and office products • Automotive appearance products • Consumer bandages, tapes, braces and supports Some seasonality impacts this business segment, for example back-to-school and holiday Example brands/offerings • 3M™ Cubitron™ II abrasives • Scotch-Brite™ Abrasives • Scotch & Temflex Vinyl Tapes, Scotchkote Coatings, Dynatel locators, Scotchcast resins • Collision repair and paint spray products • Reclosable fasteners; tapes and label materials for durable goods • Electrical infrastructure products; medium voltage cable accessories and insulation tapes • 3M ™ VHB™ Bonding tapes; Scotch® masking, packaging and filament tapes • Disposable respirators and fall protection products • Scotchgard™ Protector for shingles • 3M™ Nextel™ Ceramic fibers and textiles • Thinsulate™ Acoustic Insulation products and automotive components • 3M™ Scotchlite™ graphic films, 3M™ Scotchcal™ and 3M™ Controltac™ Commercial graphics • 3M™ Diamond Grade™ DG3 reflective sheeting for transportation safety • Electronic display enhancement films and optically clear adhesives • Electronic interconnect products • Command™ adhesive hooks • Filtrete™ HVAC air filters • Scotch-Brite™ cleaning sponges • Meguiar’s™ car wash • Scotch® tape • Post-it® stick notes • Nexcare™ bandages • Scotchgard™ spray Representative market trends or opportunities • Personal safety • Connected bodyshop • Grid modernization • Robotics and automation • Automotive electrification • Data center solutions • Extended reality • Semiconductor • Graphic and architectural films • Home improvement • Home cleaning • Stationary • Office supplies • Automotive appearance • Consumer health care Distribution : 3M products are sold through numerous distribution channels, including directly to users and rough numerous e-commerce and traditional wholesalers, retailers, jobbers, distributors and dealers in a wide variety of trades in many countries around the world.
Refer to segment descriptions summarized below (Financial information and other disclosures relating to 3M’s business segments and operations in major geographic areas are provided in the Notes to Consolidated Financial Statements): Business Segment Safety and Industrial Transportation and Electronics Consumer Underlying divisions/businesses Refer to Note 3 for disaggregated revenue information • Abrasives • Automotive Aftermarket • Electrical Markets • Industrial Adhesives and Tapes • Industrial Specialties Division • Personal Safety • Roofing Granules • Advanced Materials • Automotive and Aerospace • Commercial Branding and Transportation • Display Materials and Systems • Electronics Materials Solutions • Consumer Safety and Well-Being • Home and Auto Care • Home Improvement • Packaging and Expression Representative revenue-generating activities, products or services • Industrial abrasives and finishing for metalworking applications • Autobody repair solutions • Industrial specialty products such as 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 • Attachment/bonding, films, sound and temperature management for vehicles • Premium large format graphic films for advertising and fleet signage • Reflective signage for highway, and vehicle safety • Light management films and electronics assembly solutions • Aerospace, industrial/commercial solutions • Chip packaging and interconnection solutions • Semiconductor production materials • Solutions for data centers • Cleaning products for the home • Consumer air quality products • Picture hanging accessories • Retail abrasives, paint accessories and safety products • Stationery and office products • Automotive appearance products • Consumer bandages, tapes, braces and supports Some seasonality impacts this business segment, for example back-to-school and holiday Example brands/offerings • 3M™ Cubitron™ Abrasives; Scotch-Brite™ Abrasives; Scotch ® Vinyl Tapes, 3M™ Temflex™ Vinyl Tapes; 3M™ Scotchkote™ Coatings; 3M™ Dynatel™ Locators; 3M™ Scotchcast™ Resins • Collision repair; paint application and finishing products • Reclosable fasteners; tapes and label materials for durable goods; 3M™ Dual Lock™ Reclosable Fasteners • Electrical infrastructure products; medium voltage cable accessories and insulation tapes • 3M™ VHB™ Tape; 3M™ Scotchlite™ Reflective Materials; Scotch™ Packaging and Filament Tapes • 3M™ DBI-Sala™ Fall Protection; 3M™ Scott™ Self Contained Breathing Apparatus; 3M™ Peltor™ Protection & Communication; disposable and reusable respirators • Scotchgard™ Protector for shingles • 3M™ Nextel™ Ceramic fibers and textiles • Thinsulate™ Acoustic Insulation products and automotive components • 3M™ Scotchlite™ graphic films, 3M™ Scotchcal™ and 3M™ Controltac™ Commercial graphics • 3M™ Diamond Grade™ DG3 reflective sheeting for transportation safety • Electronic display enhancement films and optically clear adhesives • Electronic interconnect products • Command™ adhesive hooks • Filtrete™ HVAC air filters • Scotch-Brite™ cleaning sponges • Meguiar’s™ car wash • Scotch® tape • Post-it® stick notes • Nexcare™ bandages • Scotchgard™ spray Representative market trends or opportunities • Personal safety • Connected bodyshop • Grid modernization • Robotics and automation • Automotive electrification • Data center solutions • Extended reality • Semiconductor • Graphic and architectural films • Aerospace and defense solutions • Home improvement • Home cleaning • Stationary • Office supplies • Automotive appearance • Consumer health care Distribution : 3M products are sold through numerous distribution channels, including directly to users and through a wide range of e-commerce and traditional wholesalers, retailers, jobbers, distributors, and dealers in a wide variety of trades in many countries around the world.
In addition to earning a base salary, eligible employees are compensated for their contributions to the Company’s goals with both short-term cash incentives and long-term equity-based incentives. Through its global pay philosophy, principles and consistent implementation, 3M is committed to providing fair and equitable pay for employees.
In addition to earning a base salary, eligible employees are compensated for their contributions to the Company’s goals with both short-term incentives and long-term incentives. Through its global pay philosophy, principles and consistent implementation, 3M is committed to providing fair and equitable pay for employees.
The Company assumes no obligation to update or revise any forward-looking statements. Changes in such assumptions or factors could produce significantly different results. 9 Table of Contents Forward-looking statements are based on certain assumptions and expectations of future events and trends that are subject to risks and uncertainties.
The Company assumes no obligation to update or revise any forward-looking statements. Changes in such assumptions or factors could produce significantly different results. Forward-looking statements are based on certain assumptions and expectations of future events and trends that are subject to risks and uncertainties.
No family relationships exist among any of the executive officers named, nor is there any undisclosed arrangement or understanding pursuant to which any person was selected as an officer. This information is presented in the table below as of the date of the 10-K filing (February 5, 2025).
No family relationships exist among any of the executive officers named, nor is there any undisclosed arrangement or understanding pursuant to which any person was selected as an officer. This information is presented in the table below as of the date of the 10-K filing (February 3, 2026).
Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could,” "would," “forecast” and other words and terms of similar meaning, typically identify such forward-looking statements.
Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could,” "would," “forecast,” "future," "outlook," "guidance" and other words and terms of similar meaning, typically identify such forward-looking statements.
The ability to recruit, retain, develop, protect, and fairly compensate its global workforce are enablers of 3M’s success. This includes four general categories of focus: Health and Safety; Development; Inclusion; and Compensation and Benefits. Health and Safety: 3M is committed to the safety, health, and well-being of its employees.
The ability to recruit, retain, develop, protect, and fairly compensate its global workforce are enablers of 3M’s success. This includes five general categories of focus: Health and Safety; Performance Culture; Development; People and Community; and Compensation and Benefits. Health and Safety: 3M is committed to the safety, health, and well-being of its employees.
The Company places consistent emphasis on environmental responsibility. 3M has made, and plans to continue making, necessary expenditures for compliance with applicable laws and regulations. 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 19, Commitments and Contingencies).
The Company places consistent emphasis on environmental responsibility. 3M has made and will continue to make, necessary expenditures, including capital expenditures, for compliance with these applicable laws and regulations. 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 17, Commitments and Contingencies).
Rhodes 62 Executive Vice President, Chief Legal Affairs Officer, and Secretary 2025 Executive Vice President, Chief Legal Affairs Officer, 2022-2024 Senior Vice President and Deputy General Counsel, 2019-2021 8 Table of Contents Cautionary Note Concerning Factors That May Affect Future Results This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Rhodes 63 Executive Vice President, Chief Legal Affairs Officer, and Secretary 2025 Executive Vice President, Chief Legal Affairs Officer, 2022-2024 Senior Vice President and Deputy General Counsel, 2019-2021 Jon Van Wyck 43 Executive Vice President, Chief Strategy Officer 2025 Managing Director and Senior Partner, Boston Consulting Group, 2010-2025 8 Table of Contents Cautionary Note Concerning Factors That May Affect Future Results This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Brown 62 Chief Executive Officer 2024 Executive Chairman of the Board, L3Harris Technologies, 2021-2022 Chairman of the Board and Chief Executive Officer, L3Harris Technologies, 2019-2021 Anurag Maheshwari 51 Executive Vice President, Chief Financial Officer 2024 Executive Vice President, Chief Financial Officer, Otis Worldwide Corporation, 2022-2024 Vice President, Finance, IT and Chief Transformation Officer, Otis Asia Pacific, Otis Worldwide Corporation, 2020-2022 Vice President, Investor Relations, L3 Harris Technologies and Harris Corporation, 2017-2020 John P.
Brown 63 Chairman of the Board and Chief Executive Officer 2025 Chief Executive Officer, 2024-2025 Executive Chairman of the Board, L3Harris Technologies, 2021-2022 Chairman of the Board and Chief Executive Officer, L3Harris Technologies, 2019-2021 Anurag Maheshwari 52 Executive Vice President, Chief Financial Officer 2024 Executive Vice President, Chief Financial Officer, Otis Worldwide Corporation, 2022-2024 Vice President, Finance, IT and Chief Transformation Officer, Otis Asia Pacific, Otis Worldwide Corporation, 2020-2022 John P.
Although an estimate of certain nearer-term capital expenditures is provided above, 3M cannot predict with certainty whether future costs of compliance with government regulations (including environmental regulations) will have a material effect on its capital expenditures, earnings or competitive position. 7 Table of Contents 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.
Environmental expenditures for capital projects that contribute to current or future operations generally are capitalized and depreciated over their estimated useful lives. 3M cannot predict with certainty whether future costs of compliance with government regulations (including environmental regulations) will have a material effect on its capital expenditures, earnings or competitive position. 7 Table of Contents 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.
General : 3M is a diversified technology company with a global presence in the following businesses : Safety and Industrial; Transportation and Electronics; and Consumer.
General : 3M is a diversified technology company with a global presence in the following businesses : Safety and Industrial; Transportation and Electronics; and Consumer. 3M is among the leading manufacturers of products for many of the markets it serves.
The reportable segments are Safety and Industrial, Transportation and Electronics, and Consumer. 3M’s 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. On April 1, 2024, 3M completed the previously announced separation of its Health Care business (see Note 2 for additional information).
The reportable segments are Safety and Industrial, Transportation and Electronics, and Consumer. 3M’s 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.
In general, no single patent or group of related patents is in itself essential to the Company as a whole or to any of the Company’s business segments. 6 Table of Contents 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; securities and corporate governance; antitrust and competition; intellectual property; environmental, health, and safety; tax; the U.S.
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; securities and corporate governance; antitrust and competition; intellectual property; environmental, health, and safety; tax; the U.S.
With the Company’s global online employee learning platform, employees are able to access unique, just-in-time development resources in over 15 languages to support their career aspirations and advance their skills.
With the Company’s global online employee learning platform, employees are able to access unique, just-in-time development resources in over 15 languages to support their career aspirations and advance their skills. People and Community: 3M is committed to developing a skilled, engaged, and innovative workforce and to strengthening the communities in which it operates.
The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the country. The Company believes that its trademarks, patents, and trade secrets provide an important competitive advantage in many of its businesses.
The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the country.
Patents applicable to specific products extend for varying periods according to the date of patent application filing or patent grant and the legal term of patents in the various countries where patent protection is obtained.
The Company’s research and development activities generate a steady stream of inventions that are covered by new patents or trade secrets. Patents applicable to specific products extend for varying periods according to the date of patent application filing or patent grant and the legal term of patents in the various countries where patent protection is obtained.
Programs and benefits differ internationally for a variety of reasons, such as local legal requirements, market practices, and negotiations with works councils, trade unions, and other employee representative bodies. Raw Materials : In 2024, global supply chains stabilized, with disruptions driven from more isolated factors.
Programs and benefits differ internationally for a variety of reasons, such as local legal requirements, market practices, and negotiations with works councils, trade unions, and other employee representative bodies. Raw Materials : In 2025, persistent pricing pressure, tariffs and geopolitical uncertainty prompted producers to adjust capacity and restructure operations.
Banovetz 57 Executive Vice President, Chief Technology Officer and Environmental Responsibility 2021 Senior Vice President, Chief Technology Officer and Environmental Responsibility, 2021 Senior Vice President, Innovation and Stewardship and Chief Technology Officer, 2020 Wendy Bauer 49 Group President, Transportation & Electronics Business Group 2024 Vice President, Automotive & Mfg and Retail/Consumer Goods, Amazon Web Services, 2024 Vice President, Automotive & Mfg, Amazon Web Services, 2023-2024 General Manager, Automotive & Mfg, Amazon Web Services, 2023 General Manager, Automotive, Amazon Web Services, 2021-2022 Global Automotive Sales Lead, Amazon Web Services, 2019-2021 Karina Chavez 51 Group President, Consumer Business Group 2023 Senior Vice President and Chief Strategy Officer, 2021-2023 Senior Vice President, Customer Operations, 2020-2021 Global Business Director, Home Improvement Business, 2017-2020 Torie Clarke 65 Executive Vice President and Chief Public Affairs Officer 2023 Independent Communications and Crisis Management Consultant, 2017-2023 Board member, The Rumsfeld Foundation, 2016-present Zoe Dickson 51 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 Peter D.
Banovetz 58 Executive Vice President, Chief Technology Officer and Environmental Responsibility 2021 Senior Vice President, Chief Technology Officer and Environmental Responsibility, 2021 Wendy Bauer 50 Group President, Transportation & Electronics Business Group 2024 Vice President, Automotive & Mfg and Retail/Consumer Goods, Amazon Web Services, 2024 Vice President, Automotive & Mfg, Amazon Web Services, 2023-2024 General Manager, Automotive & Mfg, Amazon Web Services, 2023 General Manager, Automotive, Amazon Web Services, 2021-2022 Global Automotive Sales Lead, Amazon Web Services, 2019-2021 Karina Chavez 52 Group President, Consumer Business Group 2023 Senior Vice President and Chief Strategy Officer, 2021-2023 Senior Vice President, Customer Operations, 2020-2021 Zoe Dickson 52 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 Paul Gallagher 58 Group President, Enterprise Supply Chain 2026 Chief Supply Chain Officer, General Mills, 2021-2026 Vice President, North America Supply Chain, General Mills 2019-2021 Chris Goralski 54 Group President, Safety & Industrial 2023 President, Industrial Adhesives & Tapes Division, 2020-2023 Mark Murphy 57 Executive Vice President, Chief Information and Digital Officer 2021 Chief Information Officer, Abbott Laboratories, 2020-2021 Kevin H.
Management believes the confidence of wholesalers, retailers, jobbers, distributors and dealers in 3M and its products — a confidence developed through long association with skilled marketing and sales representatives — has contributed significantly to 3M’s position in the marketplace and to its growth. 5 Table of Contents Resources Human Capital: On December 31, 2024, the Company employed approximately 61,500 people (full-time equivalents), with approximately 22,500 employed in the United States and 39,000 employed internationally.
Management believes that the confidence of these partners in 3M and its products — a confidence developed through long association with skilled marketing and sales representatives — has contributed significantly to 3M’s position in the marketplace and to its growth.
Name Age Present Position Year Elected to Present Position Other Positions Held during 2020 - 2024 Michael F. Roman 65 Executive Chairman of the Board 2024 Chairman of the Board and Chief Executive Officer, 2019-2024 William M.
Name Age Present position Year elected to present position Other positions held during 2021 - 2025 William M.
Overall, on a continuing operations basis, 3M experienced year-over-year market inflation in 2024 driven by key feedstocks and labor. Market price risks were partially mitigated via negotiated supply contracts and leveraging scale across supply base. Patents, Trademarks and Licenses : The Company’s products are sold around the world under various trademarks.
Overall, these market conditions caused supply constraints and inflation, but were offset via negotiated supply contracts and leveraging scale across the supply base. 6 Table of Contents Patents, Trademarks and Licenses : The Company’s products are sold around the world under various trademarks. The Company also owns, or holds licenses to use, numerous U.S. and foreign patents.
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On April 1, 2024, 3M completed the previously announced separation of its Health Care business (see Note 2 for additional information). 3M is among the leading manufacturers of products for many of the markets it serves.
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As part of 3M's ongoing commercial excellence initiative, the Company is focused on further strengthening and optimizing this go‑to‑market channel, enhancing partner engagement, and improving overall channel performance to support continued growth. 5 Table of Contents Resources Human Capital: On December 31, 2025, the Company employed approximately 60,500 people (full-time equivalents), with approximately 22,500 employed in the United States and 38,000 employed internationally.
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Inclusion: 3M believes that bringing together people from diverse perspectives, backgrounds, and identities sparks even greater innovation, and helps 3M serve its customers. 3M maintains gender pay parity globally and is committed to continuing these efforts.
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Performance Culture: 3M’s performance culture is grounded in five behavioral expectations that apply consistently across all levels of the organization: Deliver Results, Challenge the Status Quo, Instill Rigor and Accountability, Energize the Team to Act, and Act Responsibly and Respectfully. These behaviors guide how the Company evaluates, rewards, recognizes and develops its people to support a high-performance environment.
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Additionally, 3M focuses on attracting top talent from a variety of backgrounds and geographies and providing equal opportunities for advancement. 3M supports these values with an internal CEO Inclusion Council, a forum led by senior management to advance inclusion.
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Through clear communications to candidates and employees, these expectations serve as a foundation for how work gets done at 3M.
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Since 2020, the Company has invested $50 million to address opportunity gaps through workforce development initiatives in the communities in which its employees live and 3M business operates.
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Development programs for executive leaders, people leaders, and individual contributors are aligned to help ensure employees have the capabilities needed to demonstrate them effectively. 3M’s performance enablement process emphasizes clear goal setting, regular coaching, and feedback, and differentiated performance rewards to reinforce the Company’s “pay for performance” approach.
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The Company also owns, or holds licenses to use, numerous U.S. and foreign patents. The Company’s research and development activities generate a steady stream of inventions that are covered by new patents or trade secrets.
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The Company supports its people through talent practices that attract, develop, and retain employees with a wide variety of expertise and experiences, and fosters a work environment that promotes collaboration, respect, and high performance. 3M also advances STEM and skilled‑trade readiness through volunteerism, charitable giving, and strategic community partnerships.
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Environmental expenditures for capital projects that contribute to current or future operations generally are capitalized and depreciated over their estimated useful lives. In 2024, 3M expended approximately $170 million (excluding activity related to the former Solventum health care business) on capital projects for environmental purposes as defined below.
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The Company believes that its trademarks, patents, and trade secrets provide an important competitive advantage in many of its businesses, particularly in connection with new product introductions in markets around the world. In general, no single patent or group of related patents is in itself essential to the Company as a whole or to any of the Company’s business segments.
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Capital projects for environmental purposes include waste reduction and pollution control programs such 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 $340 million for 2025 and 2026 in aggregate.
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Gibbons 63 Group President, Enterprise Supply Chain 2021 Chief Executive Officer, Tirehub, 2018-2021 Chris Goralski 53 Group President, Safety & Industrial 2023 President, Industrial Adhesives & Tapes Division, 2020-2023 Vice President, Environmental Stewardship, Research & Development, 2018-2020 Mark Murphy 56 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 Kevin H.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

38 edited+17 added−7 removed74 unchanged
Biggest changeThese geopolitical tensions could result in, among other things, cyberattacks, supply chain disruptions, higher energy and other commodity costs, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may have a material adverse effect the Company's business and supply chain.
Biggest changeThese geopolitical tensions could result in, among other things, cyberattacks, supply chain disruptions (including limitations on access to rare earth minerals and other raw materials), higher energy and other commodity costs, lower consumer demand, and changes to foreign exchange rates and financial markets, and tariffs and trade restrictions may result in increased production costs and product pricing, further supply chain disruptions, limited access to end markets, lower profitability, and uncertainty related to planning long-term investments and strategies, and may have other competitive effects.
Any of the foregoing could have a material adverse effect on the Company’s results of operations, cash flows or consolidated financial position. * The Company is subject to risks related to international, federal, state, and local treaties, laws, and regulations, as well as compliance risks related to legal or regulatory requirements, contract requirements, policies and practices, or other matters that require or encourage the Company or its suppliers, vendors, or channel partners to conduct business in a certain way.
Any of the foregoing could have a material adverse effect on the Company’s results of operations, cash flows or consolidated financial position. * The Company is subject to risks related to international, federal, state, and local treaties, laws, and regulations, as well as compliance risks related to legal or regulatory requirements, contract requirements, policies and practices, or other matters that require or encourage the Company or its customers, suppliers, vendors, or channel partners to conduct business in a certain way.
Various factors or developments can lead the Company to change current estimates of liabilities and related insurance receivables, or make such estimates for matters previously not susceptible of reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments or changes in applicable law.
Various factors or developments can lead the Company to change current estimates of liabilities and related insurance receivables, or make such estimates possible for matters previously not susceptible of reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments or changes in applicable law.
As previously disclosed, and as discussed further in Note 19, “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.
As previously disclosed, and as discussed further in Note 17, “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.
Any cybersecurity incident or information or operational technology network disruption could result in numerous negative consequences, 14 Table of Contents 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 have a material adverse effect the Company’s business.
Any cybersecurity incident or information 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 have a material adverse effect the Company’s business.
The court approved that settlement in March 2024. 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 2024 through 2036, in exchange for a release of certain claims, as described further in Note 19.
The court approved that settlement in March 2024. 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 2024 through 2036, in exchange for a release of certain claims, as described further in Note 17.
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.
The Company has in the past been, 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 been, and in the future could be, required to pay fines or penalties related to its practices.
Performance under these agreement or other related conditions outside of the Company’s control could materially affect our operations and future financial results. 16 Table of Contents Following the separation, the Company is a smaller, less diversified company than it was prior to the separation, which could make the Company more vulnerable to factors impacting its performance, such as changing market conditions and market volatility.
Performance under these agreement or other related conditions outside of the Company’s control could materially affect our operations and future financial results. Following the separation, the Company is a smaller, less diversified company than it was prior to the separation, which could make the Company more vulnerable to factors impacting its performance, such as changing market conditions and market volatility.
Significant changes in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets, and legislative or regulatory changes relating to defined benefit plan funding may increase the Company's funding obligations and could have a material adverse effect on its results of operations and cash flows. 15 Table of Contents * Change in the Company’s credit ratings or increases in benchmark interest rates could increase cost of funding.
Significant changes in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets, and legislative or regulatory changes relating to defined benefit plan funding may increase the Company's funding obligations and could have a material adverse effect on its results of operations and cash flows. * Change in the Company’s credit ratings or increases in benchmark interest rates could increase cost of funding.
Environmental Protection Agency (EPA)), and international agencies in their reviews of the environmental and health effects of certain PFAS produced by the Company. 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 19, “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements. 3M has seen increased public and private lawsuits being filed on behalf of states, counties, cities, and utilities alleging, among other things, harm to the general public and damages to natural resources, some of which are pending in the AFFF multi-district litigation and some of which are pending in other jurisdictions.
Environmental Protection Agency (EPA)), and international agencies in their reviews of the environmental and health effects of certain PFAS produced by the Company prior to the end of 2025. 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 17, “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements. 3M has seen increased public and private lawsuits being filed on behalf of states, counties, cities, and utilities alleging, among other things, harm to the general public and damages to natural resources, some of which are pending in the AFFF multi-district litigation and some of which are pending in other jurisdictions, including internationally.
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 Condition and Results of Operations.” Risks Related to the Global Economy and External Conditions * The Company’s results are impacted by the effects of, and changes in, worldwide economic, political, regulatory, international trade, geopolitical, and other external conditions.
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 Condition and Results of Operations.” Risks Related to the Global Economy and External Conditions * The Company’s results are impacted by the effects of, and changes in, worldwide economic, political, regulatory, international trade, geopolitical, tariffs and retaliatory counter measures, and other external conditions.
In addition, interest expense could increase due to a rise in interest rates. * Changes in tax rates, laws, or regulations could adversely impact our financial results.
In addition, interest expenses could increase due to a rise in interest rates. * Changes in tax rates, laws, or regulations could adversely impact our financial results.
This ability is subject to difficulties or delays in product development, such as the inability to identify viable new products, obtain adequate intellectual property protection, or gain market acceptance of new products.
The ability to successfully bring new products to market is subject to difficulties or delays in product development, such as the inability to identify viable new products, obtain adequate intellectual property protection, or gain market acceptance of new products.
In addition, as described in greater detail in Note 19, “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements, in June 2023, the Company entered into a class-action settlement (“PWS Settlement”) to resolve a wide range of drinking water claims by public water suppliers in the United States regarding PFAS.
For example, as described in greater detail in Note 17, “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements, in June 2023, the Company entered into a class-action settlement (“PWS Settlement”) to resolve a wide range of drinking water claims by public water suppliers in the United States regarding PFAS.
For a more detailed discussion of the legal proceedings involving the Company and the associated accounting estimates, see the discussion in Note 19, “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements. Risks Related to Our Products and Customer Preferences * The Company’s results are affected by competitive conditions and customer preferences.
For a more detailed discussion of the legal proceedings involving the Company and the associated accounting estimates, see the discussion in Note 17, “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements. 13 Table of Contents Risks Related to Our Products and Customer Preferences * The Company’s results are affected by competitive conditions and customer preferences.
As previously reported, governments in the United States and internationally have increasingly been regulating a broad group of perfluoroalkyl and polyfluoroalkyl substances produced by the Company, collectively known as “PFAS,” including some presently or historically produced by the Company. 10 Table of Contents The PFAS group of substances contains several categories and classes of durable chemicals and materials with properties that include oil, water, temperature, chemical, and fire resistance, as well as electrical insulating properties.
As previously reported, governments in the United States and internationally have increasingly been regulating a broad group of perfluoroalkyl and polyfluoroalkyl substances, collectively known as “PFAS,” including some produced by the Company prior to the end of 2025. 10 Table of Contents The PFAS group of substances contains several categories and classes of durable chemicals and materials with properties that include oil, water, temperature, chemical, and fire resistance, as well as electrical insulating properties.
In addition, the 2022 PFAS Announcement involves risks, including: the actual timing, costs, and financial impact of such exit; the Company’s ability to complete such exit on the anticipated timing or at all; potential governmental or regulatory actions relating to PFAS or the Company’s exit plans; the Company’s ability to identify and manufacture, or procure from third parties if possible, acceptable substitutes for PFAS-containing materials in 3M's supply chain; the possibility that such non-PFAS options are not available or that such substitutes may not achieve the anticipated or desired commercial, financial or operational results; potential litigation relating to the Company’s exit 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, may not be feasible, may not be feasible on the timeframe initially predicted, or may otherwise have negative impacts on the Company’s relationships with its customers and other parties.
In addition, the 2022 PFAS Announcement involves risks, including: the actual costs and financial impact of such exit; potential governmental or regulatory actions relating to PFAS or the Company’s exit; the Company’s ability to identify and manufacture, or procure from third parties if possible, acceptable substitutes for PFAS-containing materials in 3M's supply chain; the possibility that such non-PFAS options are not available or that such substitutes may not achieve the anticipated or desired commercial, financial or operational results; potential litigation relating to the Company’s exit 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 exit will involve greater costs than anticipated, or may otherwise have negative impacts on the Company’s relationships with its customers and other parties.
During 2024, the Company derived approximately 56 percent of its revenues from outside the United States.
During 2025, the Company derived approximately 56 percent of its revenues from outside the United States.
Following the phase out of PFOA and PFOS production, the Company 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 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. 3M is progressing toward the exit of all PFAS manufacturing by the end of 2025.
Following the phase out of PFOA and PFOS production, the Company 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 would take two further 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. 3M completed its exit of PFAS manufacturing at the end of 2025. 3M will continue to take actions to address PFAS manufactured prior to the exit.
With respect to PFAS-containing products not manufactured by 3M in the Company's supply chains, the Company continues to evaluate the availability and feasibility of third-party products that do not contain PFAS.
With respect to PFAS-containing products not manufactured by 3M in the Company's supply chains, the Company continues to evaluate the availability and feasibility of adopting and incorporating third-party products into its product portfolio that do not contain PFAS.
The addition of further leverage to the Company’s capital structure could impact 3M’s credit ratings in the future. Failure to maintain strong investment grade ratings and further downgrades by the ratings agencies, would adversely affect the Company’s cost of funding and could have a material adverse effect on the Company's liquidity and access to capital markets.
Failure to maintain strong investment grade ratings and further downgrades by the ratings agencies, would adversely affect the Company’s cost of funding and could have a material adverse effect on the Company's liquidity and access to capital markets.
While the Company will seek to develop and use artificial intelligence responsibly, and will attempt to identify and mitigate ethical, privacy, legal or other issues presented by its use, there can be no assurance that the Company will be fully successful in doing so, and may be subject to data breaches, allegations of unauthorized access to, or use of, third party data, information, or intellectual property rights, or other risks, which may lead to financial losses, legal liability, regulatory scrutiny and reputational damage.
While the Company will seek to develop and use artificial intelligence responsibly, and will attempt to identify and mitigate ethical, privacy, legal or other issues presented by its use, there can be no assurance that the Company will be fully successful in doing so, and may be subject to data breaches, allegations of unauthorized access to, or use of, third party data, information, or intellectual property rights, or other risks, which may lead to financial losses, legal liability, regulatory scrutiny and reputational damage. * Acquisitions, strategic alliances, divestitures, and other strategic events resulting from portfolio management actions and other evolving business strategies could affect future results.
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 preferences for products that do not contain PFAS, the success of products offered by our competitors, and changes in customer designs for their products that can affect the demand for some of the Company’s products; and (v) changes in the business environment related to disruptive technologies, such as artificial intelligence and machine learning technologies, block-chain, expanded analytics, and other enhanced learnings from increasing volume of available data. 13 Table of Contents * The Company’s growth objectives are largely dependent on the timing and market acceptance of its new product offerings, including its ability to continually renew its pipeline of new products and to bring those products to market.
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 preferences for products that do not contain third-party manufactured PFAS, the success of products offered by our competitors, and changes in customer designs for their products that can affect the demand for some of the Company’s products; and (v) changes in the business environment related to disruptive technologies, such as artificial intelligence and machine learning technologies, block-chain, expanded analytics, and other enhanced learnings from increasing volume of available data.
Commercial aircraft and low-emissions vehicles also rely on PFAS technology. 3M is just one of a number of companies that manufacture PFAS compounds.
Commercial aircraft and low-emissions vehicles also rely on PFAS technology. 3M is just one of a number of companies that manufactured PFAS compounds prior to the end of 2025.
The Company may also record asset retirement obligations, some of which may be material, depending in part on how the Company manages related assets in connection with these activities.
The Company may also record charges relating to ongoing asset use, retirement or disposition, some of which may be material, depending in part on how the Company manages related assets in connection with these activities.
Supplier relationships have been and could be interrupted in the future due to supplier material shortage, climate impacts and severe weather events, natural and other disasters, and other disruptive events such as military conflicts, or be terminated.
Supplier relationships have been and could be interrupted or terminated in the future due to events such as supplier material shortages, climate impacts and severe weather events, natural and other disasters, and other disruptive events such as those noted in the first risk factor above.
The U.S. and other governments have imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in certain conflict zones.
The U.S. and other governments have imposed, and propose to impose additional, export controls and tariffs on certain products, and financial and economic sanctions on certain industry sectors and parties.
These and other events related to the CAE Settlement, including the potential impact of the CAE Settlement on related matters, could have a material adverse effect on the Company’s results of operations, cash flows or consolidated financial position.
These and other events related to the CAE Settlement, including the potential impact of the CAE Settlement on related matters, could have a material adverse effect on the Company’s results of operations, cash flows or consolidated financial position. 17 Table of Contents Risks Related to the Spin-off of Solventum, the Company’s Former Health Care Business * The Company is subject to risks related to the separation of Solventum, the Company's former Health Care business, into an independent public company.
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 condition, and results of operations.
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 condition, and results of operations. 16 Table of Contents Risks Related to Financial and Capital Markets and Tax Matters * The Company's defined benefit pension and postretirement plans are subject to financial market risks that could have a material adverse effect on our results.
Risks Related to Our Business * The Company employs information including operational technology systems to support its business and to collect, store, and/or use proprietary and confidential information, including ongoing phased implementation of an enterprise resource planning (ERP) system as part of its business transformation on a worldwide basis over the next several years.
In addition, there can be no assurance that the Company's processes to minimize volatility in component and material pricing will be successful or that future price fluctuations or shortages will not have a material adverse effect on the Company. 14 Table of Contents Risks Related to Our Business * The Company employs information including operational technology systems to support its business and to collect, store, and/or use proprietary and confidential information, including ongoing phased implementation of an enterprise resource planning (ERP) system as part of its business transformation on a worldwide basis over the next several years.
The Company’s credit ratings have served to lower 3M’s borrowing costs and facilitate access to a variety of lenders. As of the date of this report, 3M has a credit rating of A3, stable outlook from Moody's Investors Service, a credit rating of BBB+, negative outlook from S&P Global Ratings, and a credit rating of A-, stable outlook from Fitch.
As of the date of this report, 3M has a credit rating of A3, stable outlook from Moody's Investors Service, a credit rating of BBB+, stable outlook from S&P Global Ratings, and a credit rating of A-, stable outlook from Fitch Ratings. The addition of further leverage to the Company’s capital structure could impact 3M’s credit ratings in the future.
Depending on the availability and feasibility of such third-party products not containing PFAS, the Company continues to evaluate circumstances in which the use of PFAS-containing products manufactured by third parties and used in certain applications in 3M’s product portfolios, such as lithium ion batteries, printed circuit boards and certain seals and gaskets, all widely used in commerce across a variety of industries, and in some cases required by regulatory or industry standards, may or are expected to, depending on applications, continue beyond 2025.
Depending on the availability and feasibility of such third-party products not containing PFAS, the Company continues to evaluate circumstances in which the use of PFAS-containing products manufactured by third parties and used in certain applications in 3M’s product portfolios will continue beyond the end of 2025.
The separation may also impose challenges on the Company and its business, including potential impacts on the Company’s relationships with its customers, employees, regulators, and other counterparties; and the risk that any consents or approvals required will not be obtained or will be obtained subject to material modifications to the terms of the underlying arrangement.
The separation may also impose challenges on the Company and its business, including potential impacts on the Company’s relationships with its customers, employees, regulators, and other counterparties.
Legal compliance risks also include third-party risks where the Company’s suppliers, vendors, or channel 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. 12 Table of Contents The Company or its third-party vendors may develop or incorporate artificial intelligence technology in certain business processes, services or products.
Legal compliance risks also include third-party risks where the Company’s suppliers, vendors, or channel 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. 12 Table of Contents The Company is also subject to certain risks as a direct and indirect supplier to the U.S. government and other governments, such as those associated with compliance with procurement regulations, as well as the government’s rights to audit and conduct investigations and to terminate contracts.
As stated above, 3M is progressing toward the exit of 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 and has made progress in eliminating the use of PFAS across its product portfolio in a variety of applications.
As also noted, 3M has been working to discontinue the use of PFAS across its product portfolio and has made substantial progress in eliminating such use in the Company's products.
Although the Company maintains insurance coverage for various cybersecurity and business continuity risks, there can be no guarantee that all costs, damages, expenses or losses incurred will be fully insured nor reimbursed through insurance recoveries. * Acquisitions, strategic alliances, divestitures, and other strategic events resulting from portfolio management actions and other evolving business strategies could affect future results.
Although the Company maintains insurance coverage for various cybersecurity and business continuity risks, there can be no guarantee that all costs, damages, expenses or losses incurred will be fully insured nor reimbursed through insurance recoveries. 15 Table of Contents *The Company’s use of artificial intelligence technologies exposes the Company to risks which could have a material adverse effect on the Company’s business, reputation and results of operations.
With respect to PFAS-containing products manufactured by third parties, the Company intends to continue to evaluate beyond the end of 2025 the adoption of third-party products that do not contain PFAS to the extent such products are available and such adoption is feasible. 3M has noticed several global regulatory trends related to PFAS, including decreasing emission standards and limits set for the presence of certain PFAS in various media, and the inclusion in regulatory activity of a broadening group of PFAS.
In certain cases, sales and use of products manufactured before the end of 2025, and sales of products through customer transitions to new products, regulatory approvals, or customer re-certifications or re-qualifications of substitutes or replacements to eliminate the use of PFAS, were not completed by the end of 2025 and transitional efforts are ongoing. 3M has noticed several global regulatory trends related to PFAS, including decreasing emission standards and limits set for the presence of certain PFAS in various media, and the inclusion in regulatory activity of a broadening group of PFAS.
Risks Related to Financial and Capital Markets and Tax Matters * The Company's defined benefit pension and postretirement plans are subject to financial market risks that could have a material adverse effect on our results. The performance of financial markets and discount rates impact the Company's funding obligations under its defined benefit plans.
The performance of financial markets and discount rates impact the Company's funding obligations under its defined benefit plans.
Removed
The Company continues to discuss its PFAS manufacturing exit, and related issues involving the disposition of manufacturing assets, with customers, government authorities, and other stakeholders, and the Company remains focused on completing the exit in a timely and orderly fashion.
Added
Compliance with rapidly changing tariffs and trade restrictions may require significant time and resources, and in turn increase our cost of doing business, and could result in fines and penalties or reputational harm if we are found to not be in compliance.
Removed
In other cases, sales of products manufactured before the end of 2025, regulatory approval, or customer re-certification or re-qualification of substitutes or replacements to eliminate the use of PFAS manufactured by third parties may not be completed, or, depending on circumstances, are not expected to be completed, by the end of 2025.
Added
Any of the foregoing could have a material adverse effect on the Company’s business, financial condition, and results of operations.
Removed
For example, the Company recorded a pre-tax charge of $897 million, inclusive of legal fees and other related obligations, in the first quarter of 2018 with respect to the settlement of a matter brought by the State of Minnesota involving the presence of PFAS in the groundwater, surface water, fish or other aquatic life, and sediments in the state.
Added
For example, the Company's water treatment assets at facilities that manufactured PFAS will continue to treat PFAS from historical manufacturing activities and remediate residual PFAS in waste streams from the Company's operations. 3M also will continue to work through the disposition of its assets and its interests in manufacturing facilities, which may include dismantling, cleaning and repurposing, and other dispositions of facilities or equipment. 3M remains in ongoing discussions with customers, government authorities, and other stakeholders and interested parties about customer agreements and the Company's interests in assets and facilities, which may be owned or leased from other parties that have interests and rights related to those facilities.
Removed
The development and use of artificial intelligence may present risks to the Company’s business. Also, the rapidly evolving legal and regulatory environment relating to artificial intelligence, in the United States and internationally, could impact the Company’s implementation of artificial intelligence technology, and increase compliance costs and the risk of non-compliance.
Added
Examples of PFAS-containing third-party products include lithium ion batteries, printed circuit boards, certain seals and gaskets, and other products widely used in commerce across a variety of industries, and in some cases required by regulatory or industry standards.
Removed
In addition, there can be no assurance that the Company's processes to minimize volatility in component and material pricing will be successful or that future price fluctuations or shortages will not have a material adverse effect on the Company.
Added
There is also uncertainty as to the extent and timing of funding that may be available for U.S. federal government and other government procurement activities.
Removed
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.
Added
Failure by the Company or one of its customers, suppliers, vendors, or channel partners to comply with provisions of government contracts or related laws, regulations, executive orders, or other government actions could result in the Company being unable to fulfill its contract commitments under a government contract or inability to realize the full value of such contract.
Removed
Risks Related to the Spin-off of Solventum, the Company’s Former Health Care Business * The Company is subject to risks related to the separation of Solventum, the Company's former Health Care business, into an independent public company.
Added
Significant administrative, civil or criminal liabilities, including under the U.S. False Claims Act or similar enforcement legislation, and suspension or debarment from business with the U.S. or other governments, and reputational harm, could also result from the risks noted above.
Added
Tariffs and other trade restrictions may also: increase the cost of raw materials and components imported from other countries, leading to higher production costs and product pricing to the extent those increased costs are offset through pricing actions; disrupt established supply chains, forcing the Company to find new suppliers or relocate production, which can be time-consuming and costly; limit the Company's access to end markets and, in turn, result in reduced sales and revenue; lower profitability; result in uncertainty related to planning long-term investments and strategies; and have other competitive effects.
Added
Any of the foregoing could have a material adverse effect on the Company’s business, financial condition, and results of operations. * The Company’s growth objectives are largely dependent on the timing and market acceptance of its new product offerings, including its ability to continually renew its pipeline of new products and to bring those products to market.
Added
Artificial intelligence (AI) technologies support a range of the Company’s activities, including research and development, operational processes, customer facing tools, and other business functions. The use of AI introduces risks that could adversely affect the Company’s business, results of operations, or financial condition.
Added
AI systems may produce inaccurate, biased, or incomplete outputs, which could lead to operational errors, reduced product or service quality, or unintentional impacts on business decisions. External vendors and third party AI tools may expose the Company to additional risks, including insufficient transparency into model performance, vulnerabilities in underlying technologies, or disruptions in service availability.
Added
AI development and deployment also require security, and proper governance of the data used. Use of AI tools, including third party platforms, increases the risk of unauthorized disclosure, loss, or misuse of confidential, personal, or commercially sensitive information.
Added
In addition, there is a risk that employees or contractors could inadvertently input confidential company information or third party proprietary data into AI systems, including systems not designed for secure handling of such information.
Added
These actions could result in violations of contractual obligations, data protection requirements, or intellectual property rights, and could expose the Company to legal, regulatory, or reputational harm. Emerging and evolving regulations related to AI use, transparency, safety, and accountability may require additional investment, changes to existing processes, or limitations on the development and application of these technologies.
Added
Rapid advances in AI may also create competitive pressures or require ongoing investment to maintain effectiveness, and failures to manage, govern, or deploy AI responsibly could impair the Company’s ability to achieve expected efficiencies or strategic objectives.
Added
Workforce restructuring activities are expected to deliver benefits, but also impact business groups, functions, and geographies.
Added
The Company’s credit ratings have served to lower 3M’s borrowing costs and facilitate access to a variety of lenders.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+1 added−0 removed8 unchanged
Biggest changeThe 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. 17 Table of Contents 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.
Biggest changeThe 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 CIDO and CISO are also supported by a Cybersecurity & Privacy Executive Oversight Committee, which is comprised of certain members of senior management and is provides cross-functional support for cybersecurity risk management and facilitates the response to any cybersecurity incidents.
The CIDO and CISO are also supported by a Cybersecurity & Privacy Executive Oversight Committee, which is comprised of certain members of senior management and provides cross-functional support for cybersecurity risk management and facilitates the response to any cybersecurity incidents.
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 has more than 20 years 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 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 Company’s Disclosure Committee is comprised of, among others, the Company’s Corporate Controller and Chief Accounting Officer (“CAO”), Treasurer, Chief Legal Affairs Officer (“CLAO”), Assistant Corporate Secretary, General Auditor, and most senior members of the investor relations, external reporting, financial planning and analysis, and tax functions.
The Disclosure Committee’s Cybersecurity Subcommittee is also 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.
The Disclosure Committee’s Cybersecurity Subcommittee is also responsible for advising the Disclosure Committee and the Company’s Chief Executive Officer and Chief Financial Officer regarding cybersecurity disclosures in public filings. The CIDO and CISO, with the CLAO in attendance, also notifies the audit committee chair of any material cybersecurity incident.
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 Cybersecurity Subcommittee of the Company’s Disclosure Committee is comprised of, among others, the Company’s CAO, Treasurer, CLAO, Assistant Corporate Secretary, and General Auditor, as well as the CIDO and CISO and Chief Privacy Officer.
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.
Further, at least bi-annually, 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 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 cybersecurity incidents. The Company also continues to provide its employees with cybersecurity and data protection training to support its risk mitigation efforts.
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 cybersecurity incidents.
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 Company also continues to provide its employees with cybersecurity and data protection training to support its risk mitigation efforts. 18 Table of Contents 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.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeInternationally, the Company operates 65 manufacturing and converting facilities in 25 countries. 3M owns the majority of its physical properties. 3M’s physical facilities are highly suitable for the purposes for which they were designed. Because 3M is a global enterprise characterized by substantial inter-segment cooperation, properties are often used by multiple business segments.
Biggest changeInternationally, the Company operates 60 manufacturing and converting facilities in 25 countries. 3M owns the majority of its physical properties. 3M’s physical facilities are highly suitable for the purposes for which they were designed. Because 3M is a global enterprise characterized by substantial inter-segment cooperation, properties are often used by multiple business segments.
Item 2. Properties In the U.S., 3M’s general offices, corporate research laboratories, and certain division laboratories are located in St. Paul, Minnesota. The Company operates 51 manufacturing facilities in 26 states.
Item 2. Properties In the U.S., 3M’s general offices, corporate research laboratories, and certain division laboratories are located in St. Paul, Minnesota. The Company operates 48 manufacturing facilities in 26 states.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−0 removed1 unchanged
Biggest changeThis new program authorizes the repurchase of up to $7.5 billion of 3M’s outstanding common stock, with no pre-established end date. 18 Table of Contents Issuer Purchases of Equity Securities (registered pursuant to Section 12 of the Exchange Act) Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (Millions) January 1 - 31, 2024 — $ — — $ 4,157 February 1 - 29, 2024 — — — 4,157 March 1 - 31, 2024 — — — 4,157 January 1 - March 31, 2024 — — — April 1 - 30, 2024 2,177,941 91.82 2,177,941 3,957 May 1 - 31, 2024 — — — 3,957 June 1 - 30, 2024 1,992,549 100.36 1,992,549 3,757 April 1 - June 30, 2024 4,170,490 95.90 4,170,490 July 1 - 31, 2024 — — — 3,757 August 1 - 31, 2024 2,943,166 127.23 2,943,166 3,382 September 1 - 30, 2024 2,244,738 132.23 2,244,738 3,085 July 1 - September 30, 2024 5,187,904 129.39 5,187,904 October 1 - 31, 2024 3,832,028 132.13 3,832,028 2,579 November 1 - 30, 2024 1,483,013 131.30 1,483,013 2,384 December 1 - 31, 2024 — — — 2,384 October 1 - December 31, 2024 5,315,041 131.90 5,315,041 January 1 - December 31, 2024 14,673,435 120.78 14,673,435 (1) The total number of shares purchased includes: (i) shares purchased under the Board’s authorizations described above, and (ii) shares purchased in connection with the exercise of stock options.
Biggest changeIssuer Purchases of Equity Securities (registered pursuant to Section 12 of the Exchange Act) Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (Millions) October 1 - 31, 2025 1,055,270 151.00 1,055,270 5,026 November 1 - 30, 2025 762,200 166.94 762,200 4,899 December 1 - 31, 2025 1,589,541 165.27 1,589,541 4,636 Total 3,407,011 161.22 3,407,011 (a) The total number of shares purchased includes: (i) shares purchased under the Board’s authorizations described above, and (ii) shares purchased in connection with the exercise of stock options.
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. In February 2025, 3M’s Board of Directors replaced the Company’s February 2018 repurchase program with a new repurchase program.
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. In February 2025, 3M’s Board of Directors replaced the Company’s 2018 repurchase program with a new repurchase program.
(2) The total number of shares purchased as part of publicly announced plans or programs includes shares purchased under the Board’s authorizations described above. Item 6. [Reserved]
(b) The total number of shares purchased as part of publicly announced plans or programs includes shares purchased under the Board’s authorizations described above. Item 6. [Reserved]
Cash dividends declared and paid totaled $1.51 per share for the first quarter of 2024; $0.70 per share for each of the second, third, and fourth quarters of 2024; and $1.50 per share for each quarter in 2023. 3M typically declares and pays dividends in the same quarter.
Cash dividends declared and paid totaled $0.73 per share for each quarter of 2025; $1.51 per share for the first quarter of 2024; and $0.70 per share for each of the second, third, and fourth quarters of 2024. 3M typically declares and pays dividends in the same quarter.
At January 31, 2025, there were 56,791 shareholders of record. 3M’s stock ticker symbol is MMM and is listed on the New York Stock Exchange, Inc. (NYSE), NYSE Chicago, and the SIX Swiss Exchange.
At January 31, 2026, there were 53,850 shareholders of record. 3M’s stock ticker symbol is MMM and is listed on the New York Stock Exchange, Inc. (NYSE) and NYSE Texas, Inc, and the SIX Swiss Exchange.
Added
This new program authorizes the repurchase of up to $7.5 billion of 3M’s outstanding common stock, with no pre-established end date.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeSupplemental Cash Flow Information 63 NOTE 11. Income Taxes 63 NOTE 12. Earnings (Loss) Per Share 66 NOTE 13. Marketable Securities 67 NOTE 14. Long-Term Debt and Short-Term Borrowings 68 NOTE 15. Pension and Postretirement Benefit Plans 70 NOTE 16. Supplier Finance Program Obligations 77 2 Table of Contents TABLE OF CONTENTS PAGE NOTE 17. Derivatives 77 NOTE 18.
Biggest changeMarketable Securities 59 Note 12. Long-Term Debt and Short-Term Borrowings 60 Note 13. Pension and Postretirement Benefit Plans 61 Note 14. Supplier Finance Program Obligations 67 Note 15. Derivatives 67 Note 16. Fair Value Measurements 71 2 Table of Contents TABLE OF CONTENTS PAGE Note 17. Commitments and Contingencies 73 Note 18. Leases 96 Note 19.
Quantitative and Qualitative Disclosures About Market Risk 40 Item 8.
Quantitative and Qualitative Disclosures About Market Risk 36 Item 8.
Financial Statements and Supplementary Data 41 Index to Financial Statements 41 Management’s Responsibility for Financial Reporting 41 Management’s Report on Internal Control Over Financial Reporting 41 Report of Independent Registered Public Accounting Firm 42 Consolidated Statement of Income (Loss) 45 Consolidated Statement of Comprehensive Income (Loss) 46 Consolidated Balance Sheet 47 Consolidated Statement of Changes in Equity 48 Consolidated Statement of Cash Flows 49 Notes to Consolidated Financial Statements 50 NOTE 1.
Financial Statements and Supplementary Data 36 Index to Financial Statements 36 Management’s Responsibility for Financial Reporting 37 Management’s Report on Internal Control Over Financial Reporting 37 Report of Independent Registered Public Accounting Firm 38 Consolidated Statement of Income (Loss) 40 Consolidated Statement of Comprehensive Income (Loss) 41 Consolidated Balance Sheet 42 Consolidated Statement of Changes in Equity 43 Consolidated Statement of Cash Flows 44 Notes to Consolidated Financial Statements 45 Note 1.
Significant Accounting Policies 50 NOTE 2. Discontinued Operations 54 NOTE 3. Revenue 56 NOTE 4. Divestitures 56 NOTE 5. Goodwill and Intangible Assets 57 NOTE 6. Restructuring Actions 59 NOTE 7. Supplemental Income (Loss) Statement Information 60 NOTE 8. Supplemental Balance Sheet Information 61 NOTE 9. Supplemental Equity and Comprehensive Income (Loss) Information 62 NOTE 10.
Significant Accounting Policies 45 Note 2. Discontinued Operations 50 Note 3. Revenue 51 Note 4. Divestitures 52 Note 5. Goodwill and Intangible Assets 52 Note 6. Restructuring Actions 53 Note 7. Supplemental Income Statement Information 54 Note 8. Supplemental Equity and Comprehensive Income Information 54 Note 9. Income Taxes 56 Note 10. Earnings (Loss) Per Share 59 Note 11.
Item 6. [Reserved] 19 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Overview 19 Results of Operations 28 Performance by Business Segment 30 Performance by Geographic Area 35 Critical Accounting Estimates 35 New Accounting Pronouncements 37 Financial Condition and Liquidity 37 Financial Instruments 40 Item 7A.
Item 6. [Reserved] 20 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Overview 21 Results of Operations 22 Performance by Business Segment 25 Performance by Geographic Area 27 Critical Accounting Estimates 31 New Accounting Pronouncements 33 Financial Condition and Liquidity 33 Financial Instruments 36 Item 7A.
Removed
Fair Value Measurements 81 NOTE 19. Commitments and Contingencies 83 NOTE 20. Leases 105 NOTE 21. Stock-Based Compensation 106 NOTE 22. Business Segments and Geographic Information 109 NOTE 23. Quarterly Data (Unaudited) 113
Added
Stock-Based Compensation 97 Note 20. Business Segments and Geographic Information 100

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

108 edited+37 added−96 removed28 unchanged
Biggest changeSolventum ownership - change in value: • This amount relates to the change in value of 3M's retained ownership interest in Solventum common stock reflected in other expense (income), net. 23 Table of Contents Year ended December 31, 2022 (Dollars in millions, except per share amounts) Net sales Operating income (loss) Operating income (loss) margin Income (loss) from continuing operations before taxes Provision (benefit) for income taxes Effective tax rate Net income (loss) from continuing operations attributable to 3M Earnings (loss) from continuing operations per diluted share Safety and Industrial GAAP amounts $ 1,135 9.8 % Adjustments for special items: Net costs for significant litigation 1,414 Total special items 1,414 Adjusted amounts (non-GAAP measures) $ 2,549 22.0 % Transportation and Electronics GAAP amounts $ 8,902 $ 973 10.9 % Adjustments for special items: Manufactured PFAS products (1,351) 631 Total special items (1,351) 631 Adjusted amounts (non-GAAP measures) $ 7,551 $ 1,604 21.2 % Total Company GAAP amounts $ 26,161 $ 4,369 16.7 % $ 4,204 $ 188 4.5 % $ 4,013 $ 7.07 Adjustments for special items: Net costs for significant litigation — 2,291 2,291 476 1,815 3.20 Manufactured PFAS products (1,351) 631 631 121 510 0.90 Gain on business divestitures — (2,724) (2,724) (39) (2,685) (4.73) Russia exit charges (benefits) — 101 101 (2) 103 0.19 Divestiture-related restructuring actions — 41 41 9 32 0.05 Divestiture costs — 8 8 — 8 0.01 Total special items (1,351) 348 348 565 (217) (0.38) Adjusted amounts (non-GAAP measures) $ 24,810 $ 4,717 19.0 % $ 4,552 $ 753 16.6 % $ 3,796 $ 6.69 Year ended December 31, 2023 (Dollars in millions, except per share amounts) Net sales Sales change Operating income (loss) Operating income (loss) margin Income (loss) from continuing operations before taxes Provision (benefit) for income taxes Effective tax rate Net income (loss) from continuing operations attributable to 3M Earnings (loss) from continuing operations per diluted share Earnings (loss) from continuing operations per diluted share percent change Safety and Industrial GAAP amounts $ 2,324 21.2 % Adjustments for special items: Net costs for significant litigation 84 Total special items 84 Adjusted amounts (non-GAAP measures) $ 2,408 22.0 % Transportation and Electronics GAAP amounts $ 8,501 (4.5) % $ 1,312 15.4 % Adjustments for special items: Manufactured PFAS products (1,289) 205 Total special items (1,289) 205 Adjusted amounts (non-GAAP measures) $ 7,212 (4.5) % $ 1,517 21.0 % Total Company GAAP amounts $ 24,610 (5.9) % $ (10,689) (43.4) % $ (11,271) $ (2,867) 25.4 % $ (8,402) $ (15.17) N/M Adjustments for special items: Net costs for significant litigation 1 — 14,869 15,245 3,615 11,630 21.00 Manufactured PFAS products (1,289) 205 205 50 155 0.28 Gain on business divestitures — (36) (36) (11) (25) (0.05) Russia exit charges (benefits) — (18) (18) 3 (21) (0.04) Divestiture costs — 13 13 4 9 0.02 Total special items (1,289) 15,033 15,409 3,661 11,748 21.21 Adjusted amounts (non-GAAP measures) $ 23,321 (6.0) % $ 4,344 18.6 % $ 4,138 $ 794 19.2 % $ 3,346 $ 6.04 (10)% 1 For the per share amount, this includes adjusting-out the impact of this item causing weighted average shares outstanding to be the same for both basic and diluted loss per share in periods of resulting net losses. 24 Table of Contents Year ended December 31, 2024 (Dollars in millions, except per share amounts) Net sales Sales change Operating income (loss) Operating income (loss) margin Income (loss) from continuing operations before taxes Provision (benefit) for income taxes Effective tax rate Net income (loss) from continuing operations attributable to 3M Earnings (loss) from continuing operations per diluted share Earnings (loss) from continuing operations per diluted share percent change Safety and Industrial GAAP amounts $ 2,491 22.7 % Adjustments for special items: Net costs for significant litigation 36 Total special items 36 Adjusted amounts (non-GAAP measures) $ 2,527 23.1 % Transportation and Electronics GAAP amounts $ 8,380 (1.4) % $ 1,578 18.8 % Adjustments for special items: Manufactured PFAS products (945) 144 Total special items (945) 144 Adjusted amounts (non-GAAP measures) $ 7,435 3.1 % $ 1,722 23.2 % Total Company GAAP amounts $ 24,575 (0.1) % $ 4,822 19.6 % $ 4,819 $ 804 16.7 % $ 4,009 $ 7.26 148 % Adjustments for special items: Net costs for significant litigation — 81 800 68 732 1.32 Manufactured PFAS products (945) 144 144 34 110 0.20 Divestiture costs — 20 20 (111) 131 0.24 Solventum ownership - change in value — — (1,564) — (1,564) (2.83) Pension risk transfer charge — — 808 191 617 1.11 Total special items (945) 245 208 182 26 0.04 Adjusted amounts (non-GAAP measures) $ 23,630 1.3 % $ 5,067 21.4 % $ 5,027 $ 986 19.6 % $ 4,035 $ 7.30 21 % Year ended December 31, 2023 Sales Change Organic sales Acquisitions Divestitures Translation Total sales change Total Company (4.3) % 0.3 % (1.2) % (0.7) % (5.9) % Remove manufactured PFAS products special item impact (0.1) — (0.1) 0.1 (0.1) Adjusted total Company (non-GAAP measures) (4.4) % 0.3 % (1.3) % (0.6) % (6.0) % Transportation and Electronics (3.5) % 0.7 % (0.7) % (1.0) % (4.5) % Remove manufactured PFAS products special item impact — 0.2 (0.2) — — Adjusted Transportation and Electronics (non-GAAP measures) (3.5) % 0.9 % (0.9) % (1.0) % (4.5) % Year ended December 31, 2024 Sales Change Organic sales Acquisitions Divestitures Translation Total sales change Total Company (0.2) % 0.2 % 0.6 % (0.7) % (0.1) % Remove manufactured PFAS products special item impact 1.4 — 0.1 (0.1) 1.4 Adjusted total Company (non-GAAP measures) 1.2 % 0.2 % 0.7 % (0.8) % 1.3 % Transportation and Electronics (1.0) % 0.6 % — % (1.0) % (1.4) % Remove manufactured PFAS products special item impact 4.4 0.1 — — 4.5 Adjusted Transportation and Electronics (non-GAAP measures) 3.4 % 0.7 % — % (1.0) % 3.1 % 25 Table of Contents Sales and operating income (loss) by business segment: The following tables contain sales and operating income (loss) results by business segment for the years ended December 31, 2024, 2023 and 2022.
Biggest changeNet costs include restructuring and other related items such as site closure, sale, moving and set-up, accelerated depreciation, and program management. 2023 Amounts from continuing operations (Dollars in millions, except per share amounts) Net sales Operating income (loss) Operating income (loss) margin Income (loss) before taxes Provision (benefit) for income taxes Effective tax rate Net income (loss) attributable to 3M Earnings (loss) per diluted share Safety and Industrial GAAP amounts $ 2,324 21.2 % Adjustments for special items: Net costs for significant litigation 84 Adjusted amounts (non-GAAP measures) $ 2,408 22.0 % Transportation and Electronics GAAP amounts $ 8,501 $ 1,312 15.4 % Adjustments for special items: Manufactured PFAS products (1,289) 205 Adjusted amounts (non-GAAP measures) $ 7,212 $ 1,517 21.0 % Total Company GAAP amounts $ 24,610 $ (10,689) (43.4) % $ (11,271) $ (2,867) 25.4 % $ (8,402) $ (15.17) Adjustments for special items: Net costs for significant litigation — 14,869 15,245 3,615 11,630 21.00 Gain on business divestitures — (36) (36) (11) (25) (0.05) Divestiture costs — 13 13 4 9 0.02 Manufactured PFAS products (1,289) 205 205 50 155 0.28 Russia exit benefits — (18) (18) 3 (21) (0.04) Total special items (1,289) 15,033 15,409 3,661 11,748 21.21 Adjusted amounts (non-GAAP measures) $ 23,321 $ 4,344 18.6 % $ 4,138 $ 794 19.2 % $ 3,346 $ 6.04 29 Table of Contents 2024 Amounts from continuing operations (Dollars in millions, except per share amounts) Net sales Operating income Operating income margin Income before taxes Provision for income taxes Effective tax rate Net income attributable to 3M EPS Safety and Industrial GAAP amounts $ 2,491 22.7 % Adjustments for special items: Net costs for significant litigation 36 Adjusted amounts (non-GAAP measures) $ 2,527 23.1 % Transportation and Electronics GAAP amounts $ 8,380 $ 1,578 18.8 % Adjustments for special items: Manufactured PFAS products (945) 144 Adjusted amounts (non-GAAP measures) $ 7,435 $ 1,722 23.2 % Total Company GAAP amounts $ 24,575 $ 4,822 19.6 % $ 4,819 $ 804 16.7 % $ 4,009 $ 7.26 Adjustments for special items: Net costs for significant litigation — 81 800 68 732 1.32 Divestiture costs — 20 20 (111) 131 0.24 Manufactured PFAS products (945) 144 144 34 110 0.20 Pension risk transfer charge — — 808 191 617 1.11 Solventum ownership - change in value — — (1,564) — (1,564) (2.83) Total special items (945) 245 208 182 26 0.04 Adjusted amounts (non-GAAP measures) $ 23,630 $ 5,067 21.4 % $ 5,027 $ 986 19.6 % $ 4,035 $ 7.30 2025 Amounts from continuing operations (Dollars in millions, except per share amounts) Net sales Sales change Operating income Operating income margin Income before taxes Provision for income taxes Effective tax rate Net income attributable to 3M EPS EPS percent change Safety and Industrial GAAP amounts $ 2,836 24.9 % Adjustments for special items: Net costs for significant litigation 58 Adjusted amounts (non-GAAP measures) $ 2,894 25.4 % Transportation and Electronics GAAP amounts $ 8,272 (1.3) % $ 1,436 17.4 % Adjustments for special items: Manufactured PFAS products (669) 292 Adjusted amounts (non-GAAP measures) $ 7,603 2.3 % $ 1,728 22.7 % Total Company GAAP amounts $ 24,948 1.5 % $ 4,629 18.6 % $ 4,213 $ 1,003 23.8 % $ 3,250 $ 6.00 (17) % Adjustments for special items: Net costs for significant litigation — 541 1,061 9 1,052 1.95 Loss on business divestitures — 162 162 3 159 0.29 Manufactured PFAS products (669) 292 292 36 256 0.47 Solventum ownership - change in value — — (402) 23 (425) (0.78) Transformation costs — 69 69 (1) 70 0.13 Total special items (669) 1,064 1,182 70 1,112 2.06 Adjusted amounts (non-GAAP measures) $ 24,279 2.7 % $ 5,693 23.4 % $ 5,395 $ 1,073 19.9 % $ 4,362 $ 8.06 10 % 30 Table of Contents 2024 Sales change Organic sales Acquisitions Divestitures Translation Total sales change Total Company (0.2) % 0.2 % 0.6 % (0.7) % (0.1) % Remove manufactured PFAS products special item impact 1.4 — 0.1 (0.1) 1.4 Adjusted total Company (non-GAAP measures) 1.2 % 0.2 % 0.7 % (0.8) % 1.3 % Transportation and Electronics (1.0) % 0.6 % — % (1.0) % (1.4) % Remove manufactured PFAS products special item impact 4.4 0.1 — — 4.5 Adjusted Transportation and Electronics (non-GAAP measures) 3.4 % 0.7 % — % (1.0) % 3.1 % 2025 Sales change Organic sales Acquisitions Divestitures Translation Total sales change Total Company 0.9 % — % 0.2 % 0.4 % 1.5 % Remove manufactured PFAS products special item impact 1.2 — — — 1.2 Adjusted total Company (non-GAAP measures) 2.1 % — % 0.2 % 0.4 % 2.7 % Transportation and Electronics (1.5) % — % (0.1) % 0.3 % (1.3) % Remove manufactured PFAS products special item impact 3.5 — (0.1) 0.2 3.6 Adjusted Transportation and Electronics (non-GAAP measures) 2.0 % — % (0.2) % 0.5 % 2.3 % Critical Accounting Estimates Information regarding significant accounting policies is included in Note 1 to the consolidated financial statements.
As stated in Note 1, the preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions. Such estimates and assumptions are subject to inherent uncertainties which may result in actual amounts differing from these estimates. The Company considers the items below to be critical accounting estimates.
As stated in Note 1, the preparation of financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make certain estimates and assumptions. Such estimates and assumptions are subject to inherent uncertainties which may result in actual amounts differing from these estimates. The Company considers the items below to be critical accounting estimates.
Because 3M provides certain information with respect to business segments, it is noteworthy that special items impacting operating income (loss) are reflected in Corporate and Unallocated, except as described with respect to net costs for significant litigation and manufactured PFAS products items in the “Description of special items” section. The reconciliations below, therefore, also include impacted segments as applicable.
Because 3M provides certain information with respect to business segments, it is noteworthy that special items impacting operating income (loss) are reflected in Corporate and Other, except as described with respect to net costs for significant litigation and manufactured PFAS products items in the “Description of special items” section. The reconciliations below, therefore, also include impacted segments as applicable.
The Company accrues an estimated liability for legal proceeding claims that are both probable and reasonably estimable in accordance with Accounting Standard Codification (ASC) 450, Contingencies . Please refer to the section entitled Process for Disclosure and Recording of Liabilities Related to Legal Proceedings (contained in Legal Proceedings in Note 19) for additional information about such estimates.
The Company accrues an estimated liability for legal proceeding claims that are both probable and reasonably estimable in accordance with Accounting Standard Codification (ASC) 450, Contingencies . Please refer to the section entitled Process for Disclosure and Recording of Liabilities Related to Legal Proceedings (contained in Legal Proceedings in Note 17) for additional information about such estimates.
This is calculated (based on amounts defined in the amended agreement) as the ratio of consolidated total EBITDA for the four consecutive quarters then ended to total interest expense on all funded debt for the same period. At December 31, 2024, 3M was in compliance with this requirement. Debt covenants do not restrict the payment of dividends.
This is calculated (based on amounts defined in the amended agreement) as the ratio of consolidated total EBITDA for the four consecutive quarters then ended to total interest expense on all funded debt for the same period. At December 31, 2025, 3M was in compliance with this requirement. Debt covenants do not restrict the payment of dividends.
Managing currency risks: 3M utilizes a number of tools to manage the impact of changes in foreign currency exchange rates including natural hedges such as pricing, productivity, hard currency, hard currency-indexed billings, and localizing source of supply. 3M also uses certain derivative instruments (with a tenor up to five years) and non-derivative instruments to mitigate currency risk.
Managing currency risks: 3M utilizes a number of tools to manage the impact of changes in foreign currency exchange rates including natural hedges such as pricing, productivity, hard currency, hard currency-indexed billings, and localizing source of supply. 3M also uses certain derivative instruments (with a tenor up to ten years) and non-derivative instruments to mitigate currency risk.
As described in Note 17, these include instruments designated as cash flow hedges, net investment hedges or not designated in formal hedge relationships. 3M’s hedging approach is designed to mitigate a portion of foreign currency risk and reduce volatility, ultimately allowing time for 3M’s businesses to respond to changes in the marketplace.
As described in Note 15, these include instruments designated as cash flow hedges, net investment hedges or not designated in formal hedge relationships. 3M’s hedging approach is designed to mitigate a portion of foreign currency risk and reduce volatility, ultimately allowing time for 3M’s businesses to respond to changes in the marketplace.
In addition to other matters discussed therein, Note 19 references that the Company expects to pay up to $12.5 billion in the aggregate from 2023 through 2036 pursuant to the terms of the PWS Settlement and expects to pay up to $6.0 billion in the aggregate from 2023 to 2029 pursuant to the terms of the CAE Settlement.
In addition to other matters discussed therein, Note 17 references that the Company expects to pay up to $12.5 billion in the aggregate from 2023 through 2036 pursuant to the terms of the PWS Settlement and expects to pay up to $6.0 billion in the aggregate from 2023 to 2029 pursuant to the terms of the CAE Settlement.
The Company’s primary short-term liquidity needs are met through cash on hand and U.S. commercial paper issuances. 3M believes it will have continuous access to the commercial paper market. 3M’s commercial paper program permits the Company to have a maximum of $5 billion outstanding with a maximum maturity of 397 days from date of issuance.
The Company’s primary short-term liquidity needs can be met through cash on hand and U.S. commercial paper issuances. 3M believes it will have continuous access to the commercial paper market. 3M’s commercial paper program permits the Company to have a maximum of $5 billion outstanding with a maximum maturity of 397 days from date of issuance.
The Company follows guidance provided by ASC 740, Income Taxes , a subset of which relates to uncertainty in income taxes, to record these liabilities (refer to Note 11 for additional information).
The Company follows guidance provided by ASC 740, Income Taxes , a subset of which relates to uncertainty in income taxes, to record these liabilities (refer to Note 9 for additional information).
Net costs include the impacts of changes in accrued liabilities (including interest imputation on applicable settlement obligations), external legal fees, and insurance recoveries, along with the associated tax impacts.
Net costs include the impacts of changes in accrued liabilities (including interest imputation on applicable settlement obligations), legal costs, and insurance recoveries, along with the associated tax impacts.
Note 15 provides the weighted averages of these assumptions as of applicable dates and for respective periods and additional information on how the rates were determined. 35 Table of Contents Discount rate The defined benefit pension and postretirement obligation represents the present value of the benefits that employees are entitled to in the future for services already rendered as of the measurement date.
Note 13 provides the weighted averages of these assumptions as of applicable dates and for respective periods and additional information on how the rates were determined. 31 Table of Contents Discount rate The defined benefit pension and postretirement obligation represents the present value of the benefits that employees are entitled to in the future for services already rendered as of the measurement date.
Future cash payments for interest on long-term debt is approximately $5 billion. • Commitments and contingencies—Refer to Note 19.
Future cash payments for interest on long-term debt is approximately $5 billion. • Commitments and contingencies—Refer to Note 17.
Material Cash Requirements from Known Contractual and Other Obligations: 3M’s material cash requirements from known contractual and other obligations primarily relate to following, for which information on both a short-term and long-term basis is provided in the indicated notes to the consolidated financial statements: • Tax obligations—Refer to Note 11. • Debt—Refer to Note 14.
Material Cash Requirements from Known Contractual and Other Obligations: 3M’s material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the consolidated financial statements: • Tax obligations—Refer to Note 9. • Debt—Refer to Note 12.
Manufactured PFAS products: • These amounts relate to sales and estimates of income (loss) regarding manufactured PFAS products that 3M plans to exit by the end of 2025 included within the Transportation and Electronics business segment.
Manufactured PFAS products: • These amounts relate to sales and estimates of income (loss) regarding manufactured PFAS products that 3M exited by the end of 2025, included within the Transportation and Electronics business segment.
These measures and reasons 3M believes they are useful to investors (and, as applicable, used by 3M) include: GAAP amounts for which a measure adjusted for special items is also provided: Reasons 3M believes the measure is useful • Net sales (and sales change) Considered, in addition to segment operating performance, in evaluating and managing operations; useful in understanding underlying business performance, provides additional transparency to special items • Operating income (loss), segment operating income (loss) and operating income (loss) margin • Income (loss) from continuing operations before taxes • Provision for income taxes and effective tax rate • Net income (loss) from continuing operations • Earnings (loss) per share from continuing operations 22 Table of Contents Special items for the periods presented include: Net costs for significant litigation: • These relate to 3M's respirator mask/asbestos (which include Aearo and non-Aearo items), PFAS-related other environmental, and Combat Arms Earplugs matters (as discussed in Note 19).
These measures and reasons 3M believes they are useful to investors (and, as applicable, used by 3M) include: GAAP amounts for which a measure adjusted for special items is also provided: Reasons 3M believes the measure is useful • Net sales (and sales change) Considered, in addition to segment operating performance, in evaluating and managing operations; useful in understanding underlying business performance, provides additional transparency to special items • Operating income (loss), segment operating income (loss) and operating income (loss) margin • Income from continuing operations before taxes • Provision for income taxes and effective tax rate • Net income from continuing operations • EPS from continuing operations Special items for the periods presented include: Net costs for significant litigation: • These relate to 3M's respirator mask/asbestos (which include Aearo and non-Aearo items), PFAS-related other environmental, and Combat Arms Earplugs matters (as discussed in Note 17).
The revolving credit agreement includes a provision under which 3M may request an increase of up to $1.0 billion (at lender’s discretion), bringing the total facility up to $5.25 billion. The credit facility was undrawn at December 31, 2024.
The revolving credit agreement includes a provision under which 3M may request an increase of up to $1.0 billion (at lenders' discretion), bringing the total facility up to $5.25 billion. The credit facility was undrawn at December 31, 2025.
These include: • As discussed in Note 2, on April 1, 2024, 3M completed the previously announced separation of its Health Care business (the Separation) through a pro rata distribution of 80.1% of the outstanding shares of Solventum Corporation (Solventum) to 3M stockholders.
As discussed in Note 2, on April 1, 2024, 3M completed the separation of its Health Care business (the Separation) through a pro rata distribution of 80.1% of the outstanding shares of Solventum Corporation (Solventum) to 3M stockholders.
The primary noncontrolling interest relates to 3M India Limited, of which 3M’s effective ownership is 75 percent. Certain Expenses Impacting Multiple Line Items within Results of Operations: Stock compensation expense is discussed in Note 21 and impacts cost of sales, SG&A, and R&D.
The primary noncontrolling interest relates to 3M India Limited, of which 3M’s effective ownership is 75 percent. 23 Table of Contents Certain Expenses Impacting Multiple Line Items within Results of Operations: Stock compensation is discussed in Note 19 and impacts cost of sales, SG&A, and R&D.
Pension risk transfer charge: • In 2024, primarily in the second quarter, 3M recorded a non-cash pension settlement charge reflected in other expense (income), net as a result of transferring a portion of its U.S. pension payment obligations and related plan assets to an insurance company (as discussed in Note 15).
Pension risk transfer charge: • In 2024, 3M recorded a non-cash pension settlement charge reflected in other expense (income), net as a result of transferring a portion of its U.S. pension payment obligations and related plan assets to an insurance company (as discussed in Note 13).
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company.
Critical accounting estimates are those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company.
The weighted average expected return for the international pension plans is 5.00% for 2025 compared to 5.31% for 2024. Changes in asset allocation and market performance over time, among other factors, cause these estimates to be subject to uncertainty.
The weighted average expected return for the international pension plans is 5.33% for 2026 compared to 5.0% for 2025. Changes in asset allocation and market performance over time, among other factors, cause these estimates to be subject to uncertainty.
Overview 3M is a diversified global manufacturer, technology innovator and marketer of a wide variety of products and services. Certain changes are reflective in this document for all applicable periods presented.
Table of Contents Overview 3M is a diversified global manufacturer, technology innovator and marketer of a wide variety of products and services. As discussed in Note 1, certain changes are reflective in this document for all applicable periods presented.
Refer to Note 4 for further details. Divestiture costs: • These include certain limited costs that were not eligible to be included within discontinued operations related to separating and divesting substantially an entire business segment of 3M following public announcement of its intended divestiture.
Divestiture costs: • These include limited costs that were not eligible to be included within discontinued operations related to separating and divesting substantially an entire business segment of 3M following public announcement of its intended divestiture.
In February 2025, 3M's Board of Directors declared a first-quarter 2025 dividend of $0.73 per share, an increase of 4 percent. 39 Table of Contents Cash flows from financing activity in 2024 also include $0.6 billion of net cash transferred to Solventum associated with the close of the Separation (discussed in Note 2).
In February 2026, 3M's Board of Directors declared a first-quarter 2026 dividend of $0.78 per share, an increase of 7 percent. Cash flows from financing activity in 2024 also include $0.6 billion of net cash transferred to Solventum associated with the close of the Separation (discussed in Note 2).
Net Income (Loss) Attributable to Noncontrolling Interest: (Millions) 2024 2023 2022 Net income (loss) attributable to noncontrolling interest $ 15 $ 16 $ 14 Net income (loss) attributable to noncontrolling interest represents the elimination of the income or loss attributable to non-3M ownership interests in 3M consolidated entities.
Net Income Attributable to Noncontrolling Interest: (Millions) 2025 2024 Net income attributable to noncontrolling interest $ 12 $ 15 Net income attributable to noncontrolling interest represents the elimination of the income or loss attributable to non-3M ownership interests in 3M consolidated entities.
Income from Unconsolidated Subsidiaries, Net of Taxes: (Millions) 2024 2023 2022 Income (loss) from unconsolidated subsidiaries, net of taxes $ 9 $ 18 $ 11 Income (loss) from unconsolidated subsidiaries, net of taxes, is attributable to the Company’s accounting under the equity method for ownership interests in certain entities.
Income from Unconsolidated Subsidiaries, Net of Taxes: (Millions) 2025 2024 Income from unconsolidated subsidiaries, net of taxes $ 52 $ 9 Income from unconsolidated subsidiaries, net of taxes, is attributable to the Company’s accounting under the equity method for ownership interests in certain entities.
Raw materials: Refer to the section entitled Raw materials in Item 1 for discussion of 3M's sources and availability of raw materials in 2024. 27 Table of Contents Pension and postretirement defined benefit pla ns: On a worldwide basis, 3M’s pension and postretirement plans were 95 percent funded at year-end 2024.
Raw materials: Refer to the section entitled Raw materials in Item 1 for discussion of 3M's sources and availability of raw materials in 2025. Pension and postretirement defined benefit plans: On a worldwide basis, 3M’s pension and postretirement plans were 98 percent funded at year-end 2025.
In 2024 for continuing operations, the Company recognized pre-tax defined benefit pension and postretirement benefit service cost expense of $194 million and non-service pension and postretirement net benefit costs (including settlements, curtailments, special termination benefits and other) of $828 million for a total pre-tax continuing operations defined benefit pension and postretirement expense of $1,022 million, up from $113 million in 2023.
In 2025, the Company recognized pre-tax defined benefit pension and postretirement benefit service cost expense of $168 million and non-service pension and postretirement net benefit costs (including settlements, curtailments, special termination benefits and other) of $104 million for a total pre-tax continuing operations defined benefit pension and postretirement expense of $272 million, down from $1,022 million in 2024.
On an organic sales basis: • Sales increased in home improvement, and decreased in home and auto care, packaging and expression and consumer safety and well-being. • Growth was negatively impacted by softness in consumer discretionary spending along with product portfolio and geographic prioritization.
Organic sales increased in home improvement, and decreased in home and auto care, packaging and expression and consumer safety and well-being, driven by softness in consumer discretionary spending along with product portfolio and geographic prioritization.
Cash Flows from Investing Activities: Investments in property, plant and equipment (PP&E) enable growth across many diverse markets, helping to meet product demand and increasing manufacturing efficiency. 3M invested $1.2 billion on PP&E in 2024.
Cash Flows from Investing Activities: Investments in PP&E enable growth across many diverse markets, helping to meet product demand and increasing manufacturing efficiency. 3M invested $0.9 billion on PP&E in 2025.
Financial Instruments The Company enters into foreign exchange forward and option contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to offset, in part, the impacts of changes in value of various non-functional currency denominated items including certain intercompany financing balances.
Additionally, contractual capital commitments represent a small part of the Company’s expected capital spending. 35 Table of Contents Financial Instruments The Company enters into foreign exchange forward and option contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and to offset, in part, the impacts of changes in value of various non-functional currency denominated items including certain intercompany financing balances.
Capital Spending/Property, Plant and Equipment - Net: Amounts relative to these items in the above table relate to 3M's continuing operations and do not include amounts associated with discontinued operations (refer to Note 2 for the amount attributed to discontinued operations).
Capital Spending/Property, Plant and Equipment - Net: Amounts relative to these items in the above table relate to 3M's continuing operations and do not include amounts associated with discontinued operations (refer to Note 2 for the amount attributed to discontinued operations).YoY changes in capital spending primarily reflect the timing of project execution and the scale of underlying initiatives.
Pension International Pension Postretirement Benefits December 31, 2024 Liability: Benefit obligation 5.64 % 4.44 % 5.68 % 2024 Net Periodic Benefit Cost Components: Service cost 5.35 % 3.77 % 5.30 % Interest cost 5.21 % 4.06 % 5.23 % Expected return on plan assets The expected return on plan assets for the primary U.S. qualified pension plan is based on strategic asset allocation of the plan, long-term capital market return expectations, and expected performance from active investment management.
Pension International Pension Postretirement Benefits December 31, 2025 Liability: Benefit obligation 5.41 % 4.82 % 5.38 % 2025 Net Periodic Benefit Cost Components: Service cost 5.75 % 3.73 % 5.75 % Interest cost 5.41 % 4.25 % 5.31 % Expected return on plan assets The expected return on plan assets for the primary U.S. qualified pension plan is based on strategic asset allocation of the plan, long-term capital market return expectations, and expected performance from active investment management.
For the primary U.S. qualified pension plan, the expected long-term rate of return on an annualized basis for 2025 is 8.00%, an increase from the weighted average of 7.63% in 2024. Return on assets assumptions for international pension and other post-retirement benefit plans are calculated on a plan-by-plan basis using plan asset allocations and expected long-term rate of return assumptions.
For the primary U.S. qualified pension plan, the expected long-term rate of return for 2026 is 8.0 percent, no change from the 8.0% in 2025. Return on assets assumptions for international pension and other post-retirement benefit plans are calculated on a plan-by-plan basis using plan asset allocations and expected long-term rate of return assumptions.
The Company expects to receive underlying materials or services for these purchase obligations. To the extent the limited amount of these purchase obligations fluctuates, it largely trends with normal-course changes in regular operating activities. Additionally, contractual capital commitments represent a small part of the Company’s expected capital spending.
The Company expects to receive underlying materials or services for these purchase obligations. To the extent the limited amount of these purchase obligations fluctuates, it largely trends with normal-course changes in regular operating activities.
Business segment operating income margins increased year-on-year driven by benefits from non-PFAS manufacturing growth and productivity, spending discipline, and restructuring partially offset by dis-synergies due to the spin of Solventum. Margins were also impacted by decreasing PFAS manufacturing. Adjusting for special item PFAS manufactured products (non-GAAP measure), business segment operating income margins increased year-on-year as displayed above.
Business segment operating income margins increased year-on-year driven by benefits from non-PFAS manufacturing growth and productivity, spending discipline, and restructuring partially offset by dis-synergies due to the spin of Solventum. Margins were also impacted by decreased PFAS manufacturing.
See the settlement agreements that are included in the exhibit list to this filing for additional information. • Operating and finance leases—Refer to Note 20. 3M purchases the majority of its materials and services as needed, with no unconditional commitments.
Through December 31, 2025, 3M has paid $8.2 billion in aggregate relating to these settlements. See the settlement agreements that are included in the exhibit list to this filing for additional information. • Operating and finance leases—Refer to Note 18. 3M purchases the majority of its materials and services as needed, with no unconditional commitments.
The Company also had $0.5 billion in stand-alone letters of credit, bank guarantees, and other similar instruments issued and outstanding at December 31, 2024. These instruments are utilized in connection with normal business activities.
The Company also had $0.6 billion in stand-alone letters of credit, bank guarantees, and other similar instruments issued and outstanding at December 31, 2025. These instruments are utilized in connection with normal business activities. 33 Table of Contents Cash, cash equivalents and marketable securities: Cash, cash equivalents and marketable securities are invested in bank instruments and other high quality securities.
Cash Flows from Financing Activities: 2024 Debt Activity : Debt cash flow activity includes proceeds from Solventum's issuance of $8.4 billion in aggregate principal amount of debt in the first quarter of 2024 partially offset by $2.9 billion in debt maturities, consisting of $1.1 billion of medium-term notes and $1.8 billion repayment of commercial paper borrowings.
Refer to Note 12 for more detail regarding debt. 2024 Debt Activity: Debt cash flow activity includes proceeds from Solventum's issuance of $8.4 billion in aggregate principal amount of debt in the first quarter of 2024 partially offset by $2.9 billion in debt maturities, consisting of $1.1 billion of fixed- and floating-rate notes and $1.8 billion repayment of commercial paper borrowings.
Working capital (non-GAAP measure): (Millions) December 31, 2024 December 31, 2023 Change Current assets $ 15,884 $ 16,379 $ (495) Less: Current liabilities 11,256 15,297 (4,041) Working capital (non-GAAP measure) $ 4,628 $ 1,082 $ 3,546 Various assets and liabilities, including cash and short-term debt, can fluctuate significantly from month to month depending on short-term liquidity needs.
Working capital (non-GAAP measure): (Millions) December 31, 2025 December 31, 2024 Change Current assets $ 16,387 $ 15,884 $ 503 Less: Current liabilities 9,595 11,256 (1,661) Working capital (non-GAAP measure) $ 6,792 $ 4,628 $ 2,164 Various assets and liabilities, including cash and short-term debt, can fluctuate significantly from month to month depending on short-term liquidity needs.
Gross commercial paper issuances and repayments, in addition to repayments of the fixed-rate notes, are largely reflected in “Proceeds from debt (maturities greater than 90 days)” and "Repayment of debt (maturities greater than 90 days)".
Gross commercial paper issuances and repayments, in addition to repayments of the fixed-rate notes, are largely reflected in “Proceeds from debt (maturities greater than 90 days)” and "Repayment of debt (maturities greater than 90 days)". 3M’s primary short-term liquidity needs are met through cash on hand and U.S. commercial paper issuances.
On an organic sales basis: • Sales increased in electronics, were flat in commercial branding and transportation, and decreased in advanced materials, and in automotive and aerospace. • Growth was negatively impacted by headwinds related to PFAS manufactured products and automotive OEM build rates, partially offset by new product launches and spec-wins that drove share gain.
Organic sales increased in electronics driven by new product launches and spec-wins that supported share gains, were flat in commercial branding and transportation, and decreased in advanced materials due to headwinds in PFAS manufactured products (which also negatively impacted electronics) and in automotive and aerospace from lower automotive OEM build rates.
Uncertainty in Income Tax Positions: The extent of 3M’s operations involves dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits.
The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits.
Cash dividends declared and paid totaled $1.51 per share for the first quarter of 2024; $0.70 per share for each of the second, third, and fourth quarters of 2024; and $1.50 per share for each quarter in 2023.
Dividends Paid to Shareholders: 3M has paid dividend continuously since 1916. Cash dividends declared and paid totaled $0.73 per share for each quarter of 2025; $1.51 per share for the first quarter of 2024; and $0.70 per share for each of the second, third and fourth quarters of 2024.
The primary U.S. qualified pension plan, which is approximately 63 percent of the worldwide pension obligation, was 94 percent funded and the international pension plans were 122 percent funded. The U.S. non-qualified pension plan is not funded due to tax considerations and other factors.
The primary U.S. qualified pension plan, which is approximately 62 percent of the worldwide pension obligation, was 94 percent funded and the international pension plans were 124 percent funded.
In 2024, cash flows provided by operating activities decreased $4.9 billion compared to the same period last year, primarily driven by approximately $4.6 billion in payments associated with PFAS-related other environmental liabilities and the CAE legal settlement (both discussed in Note 19).
In 2025, cash flows provided by operating activities increased by $0.5 billion compared to the same period last year, primarily driven by lower payments associated with PFAS-related environmental liabilities and the CAE legal settlement.
Export sales are generally reported within the geographic area where the final sales to 3M customers are made. A portion of the products or components sold by 3M’s operations to its customers are exported by these customers to different geographic areas. As customers move their operations from one geographic area to another, 3M’s results will follow.
A portion of the products or components sold by 3M’s operations to its customers are exported by these customers to different geographic areas. As customers move their operations from one geographic area to another, 3M’s results will follow. Thus, net sales in a particular geographic area are not indicative of end-user consumption in that geographic area.
An impairment loss would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit, and the loss would equal that difference.
At 3M, reporting units correspond to a division. 3M did not combine any of its reporting units for impairment testing. An impairment loss would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit, and the loss would equal that difference.
Cash Flows: Discussions of cash flows from operating, investing and financing activities are provided in the sections that follow.
This increase was partially offset by declines in cash, cash equivalents, and marketable securities. Cash Flows: Discussions of cash flows from operating, investing and financing activities are provided in the sections that follow.
As of December 31, 2024, 3M goodwill totaled approximately $6.3 billion. Goodwill is tested for impairment annually in the fourth quarter of each year and is tested between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.
Goodwill is tested for impairment annually in the fourth quarter of each year and is tested between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. If future non-cash asset impairment charges are taken, 3M would expect that only a portion of the goodwill would be impaired.
On an organic sales basis: • Sales increased in roofing granules, industrial adhesives and tapes and in electrical markets, were flat in automotive aftermarket and personal safety, and decreased in industrial specialties and abrasives. • Industrial end market demand was mixed as end user and channel remain cautious, including weaker EMEA industrial and manufacturing environment.
Organic sales increased in roofing granules, industrial adhesives and tapes and in electrical markets due to strong demand for bonding solutions and residential roof replacements, were flat in automotive aftermarket and personal safety, and decreased in industrial specialties and abrasives as industrial end-market demand remained mixed and cautious, including weaker EMEA industrial and manufacturing conditions.
The non-service pension and postretirement net benefit decreased $0.9 billion and $0.1 billion in 2024 and 2023, respectively. The lower year-on-year benefit in 2024 was largely due to the $0.8 billion 2024 pension settlement charge as a result of transferring a portion of U.S. pension payment obligations and related plan assets to an insurance company.
The non-service pension and postretirement net cost : decreased by approximately $0.7 billion in 2025 and increased by approximately $0.9 billion in 2024. • These changes were largely due to the $0.8 billion pension settlement charge in 2024, which occurred as a result of transferring a portion of U.S. pension payment obligations and related plan assets to an insurance company (see Note 13).
The Company continues to make investments in the implementation of new business systems and solutions, including enterprise resource planning, with these investments impacting cost of sales, SG&A, and R&D. 29 Table of Contents Performance by Business Segment The section entitled Business Segments in Item 1 provides an overview of 3M’s business segments.
The Company continues to make investments in the implementation of new business systems and solutions, including enterprise resource planning, with the amortization relating to these investments impacting cost of sales, SG&A, and R&D.
Interest expense (net of interest income) increased year-on-year for both 2024 and 2023 primarily driven by the addition of imputed interest associated with the obligations resulting from the PWS Settlement and the CAE Settlement in the second and third quarters of 2023, respectively (discussed in Note 19), partially offset by additional interest income.
Interest expense (net of interest income) : decreased in 2025 compared to the same period YoY and increased in 2024 compared to the same period YoY. • The decrease in 2025 was impacted by reduced imputed interest associated with obligations resulting from significant litigation (discussed in Note 17) partially offset by lower interest income. • The increase in 2024 was primarily driven by the addition of imputed interest associated with the obligations resulting from the PWS Settlement and the CAE Settlement in the second and third quarters of 2023, respectively (discussed in Note 17), partially offset by additional interest income.
The 2024 amounts include the impacts of remeasurements of pension and postretirement pension plans during the year and $0.8 billion pension settlement charge associated the pension risk transfer special item (all discussed in Note 15). Assessments of Goodwill: The Company makes certain estimates and judgments in impairment assessments of goodwill.
The 2024 amounts include $0.8 billion pension settlement charge associated the pension risk transfer special item (discussed in Note 13). Assessments of Goodwill: The Company makes certain estimates and judgments in impairment assessments of goodwill. As of December 31, 2025, 3M goodwill totaled approximately $6.4 billion.
Asset returns in 2024 for the primary U.S. qualified pension plan were 2.3 percent , as 3M strategically invests in both growth assets and fixed income matching assets to manage its funded status. For the primary U.S. qualified pension plan, the expected long-term rate of return on an annualized basis for 2025 is 8.00 percent .
The U.S. non-qualified pension plan is not funded due to tax considerations and other factors. 3M strategically invests in both growth assets and fixed income matching assets to manage its funded status. For the primary U.S. qualified pension plan, the expected long-term rate of return for 2026 is 8.0 percent.
Pre-tax defined benefit pension and postretirement service cost expense for continuing operations impacts cost of sales, SG&A, and R&D while the non-service cost component of pension and postretirement benefits for continuing operations impacts the other expense (income), net line item.
YoY stock compensation expense was impacted by the lower extent of the 2025 annual grant. Pre-tax defined benefit pension and postretirement service cost expense impacts cost of sales, SG&A, and R&D while the non-service cost component of pension and postretirement benefits impacts the other expense (income), net line item. Refer to Note 13 for additional information.
The primary factors that impacted 2024 were the effective tax rate benefit on the change in value of 3M's retained ownership interest in Solventum offset by the effective tax rate on the PWS Settlement and the CAE Settlement (as discussed in Note 19), including 3M’s related decision in the fourth quarter of 2024 to defer certain deductions and accelerate income for tax purposes.
The primary factors impacting 2024 were the effective tax rate benefit on the change in value of 3M's retained ownership interest in Solventum, offset by the effective tax rate on the PWS Settlement and the CAE Settlement (discussed in Note 17).
The gross commercial paper issuances and repayments, in addition to repayments of the fixed-rate notes, are largely reflected in “Proceeds from debt (maturities greater than 90 days)” and "Repayment of debt (maturities greater than 90 days)". Repurchases of Common Stock : Repurchases of common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes.
Gross commercial paper issuances and repayments, in addition to repayments of the fixed-rate notes, are largely reflected in “Proceeds from debt (maturities greater than 90 days)” and "Repayment of debt (maturities greater than 90 days)". Repurchases of Common Stock: In February 2025, 3M’s Board of Directors replaced the Company’s 2018 repurchase program with a new repurchase program.
Reporting units are one level below the business segment level, but are required to be combined when reporting units within the same segment have similar economic characteristics. At 3M, reporting units correspond to a division. 3M did not combine any of its reporting units for impairment testing.
Impairment testing for goodwill is done at a reporting unit level, with all goodwill assigned to a reporting unit. Reporting units are one level below the operating segment level, but are required to be combined when reporting units within the same segment have similar economic characteristics.
Net costs related to respirator mask/asbestos are reflected as special items in the Safety and Industrial business segment while those impacting operating income (loss) associated with PFAS-related other environmental and Combat Arms Earplugs matters are reflected as corporate special items in Corporate and Unallocated.
Net costs related to respirator mask/asbestos are reflected as special items in the Safety and Industrial business segment while those impacting operating income (loss) associated with PFAS-related other environmental and Combat Arms Earplugs matters are reflected as corporate special items in Corporate and Other. 28 Table of Contents Gain/loss on business divestitures: • In 2025, 3M reflected a net write-down for a business classified as held for sale and completed a divestiture for immaterial proceeds slightly below the business's book value.
The Company uses working capital measures that place emphasis and focus on certain working capital assets, such as accounts receivable and inventory activity.
The Company will continue to invest in its operations to drive growth, including continual review of acquisition opportunities. The Company uses working capital measures that place emphasis and focus on certain working capital assets, such as accounts receivable and inventory activity.
Business segment operating income margins increased year-on-year driven by benefits from productivity actions, portfolio initiatives, and spending discipline partially offset by organic decline and dis-synergies due to the spin of Solventum. Year 2023 results: Sales in Consumer were down 5.0 percent in U.S. dollars.
Business segment operating income margins increased YoY driven by benefits from growth, productivity, and lower restructuring costs partially offset by continued growth investments in the business and cost dis-synergies due to the exit of PFAS manufacturing and 2024 spin of Solventum. Year 2024 results: Sales in Consumer were down 1.9 percent in U.S. dollars.
Gain/loss on business divestitures: • In 2023, 3M recorded a gain related to the sale of its dental local anesthetic business partially offset by a loss associated with a previously contingent indemnification obligation from a 2020 divestiture. In 2022, 3M recorded a gain related to the split-off and combination of its Food Safety business with Neogen Corporation.
In 2023, 3M recorded a gain related to the sale of its dental local anesthetic business partially offset by a loss associated with a contingent indemnification obligation from an earlier divestiture. See Note 4 for additional information.
As of October 1, 2024, 3M had 16 primary reporting units, with five reporting units accounting for approximately 85 percent of the goodwill.
Based on the annual test in the fourth quarter of 2025 completed as of October 1, 2025, no goodwill impairment was indicated for any of the reporting units. As of October 1, 2025, 3M had 16 primary reporting units, with five reporting units accounting for approximately 85 percent of the goodwill.
The Company had no commercial paper outstanding at December 31, 2024, compared to $1.8 billion commercial paper outstanding as of December 31, 2023. Total debt: The strength of 3M’s credit profile and significant ongoing cash flows provide 3M proven access to capital markets.
The Company had no commercial paper outstanding as of December 31, 2025 and 2024. Total debt: The strength of 3M’s credit profile and significant ongoing cash flows provide 3M proven access to capital markets. Additionally, the Company’s debt maturity profile is staggered to help ensure refinancing needs in any given year are reasonable in proportion to the total portfolio.
Consumer Business (20.1% of consolidated sales): 2024 2023 Sales (millions) $ 4,931 $ 5,026 Sales change analysis: Organic sales (1.2) % (4.7) % Divestitures — (0.1) Translation (0.7) (0.2) Total sales change (1.9) % (5.0) % Business segment operating income (millions) $ 932 $ 904 Percent change 3.1 % (7.6) % Percent of sales 18.9 % 18.0 % Year 2024 results: Sales in Consumer were down 1.9 percent in U.S. dollars.
Refer to the Certain amounts adjusted for special items - (non-GAAP measures) section below for additional details. 26 Table of Contents Consumer Business (19.7% of consolidated sales): 2025 2024 Sales (millions) $ 4,920 $ 4,931 Sales change analysis: Organic sales (b) (0.3) % (1.2) % Translation 0.1 (0.7) Total sales change (0.2) % (1.9) % Business segment operating income (millions) $ 996 $ 932 Percent change 6.9 % 3.1 % Percent of sales 20.2 % 18.9 % Year 2025 results: Sales in Consumer were down 0.2 percent in U.S. dollars.
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 Cautionary Note Concerning Factors That May Affect Future Results in Item 1 and the risk factors provided in Item 1A for discussion of these risks and uncertainties).
Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations (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 the following sections: • Overview • Results of Operations • Performance by Business Segment • Performance by Geographic Area • Critical Accounting Estimates • New Accounting Pronouncements • Financial Condition and Liquidity • Financial Instruments 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 Cautionary Note Concerning Factors That May Affect Future Results in Item 1 and the risk factors provided in Item 1A for discussion of these risks and uncertainties).
Geographic Area Supplemental Information Employees as of December 31, Capital Spending - Continuing Operations for years ended December 31, Property, Plant and Equipment -net - Continuing Operations as of December 31, (Millions, except Employees) 2024 2023 2024 2023 2022 2024 2023 Americas 36,000 50,000 $ 829 $ 1,077 $ 1,155 $ 5,284 $ 5,370 Asia Pacific 13,500 17,000 128 169 164 1,053 1,176 Europe, Middle East and Africa 12,000 18,000 147 142 158 1,051 1,144 Total Company 61,500 85,000 $ 1,104 $ 1,388 $ 1,477 $ 7,388 $ 7,690 Employment: Employment decreased in 2024 when compared to 2023.
Refer to the Overview section for a summary of net sales by geographic area and business segment. 27 Table of Contents Geographic Area Supplemental Information Employees as of December 31, Capital spending Property, plant and equipment -net - as of December 31, (Millions, except employees) 2025 2024 2025 2024 2025 2024 Americas 35,500 36,000 $ 663 $ 829 $ 5,123 $ 5,284 Asia Pacific 13,500 13,500 114 128 1,010 1,053 Europe, Middle East and Africa 11,500 12,000 133 147 968 1,051 Total Company 60,500 61,500 $ 910 $ 1,104 $ 7,101 $ 7,388 Employment: Employment decreased in 2025 when compared to 2024.
Year 2024 results: Sales in Safety and Industrial were flat in U.S. dollars.
Year 2024 results: Sales in Transportation and Electronics were down 1.4 percent in U.S. dollars.
Decreases in 2024 were primarily due to ongoing manufacturing productivity, procurement and logistics savings net of inflation, along with lower year-on-year restructuring charges.
Additionally, cost of sales in 2025, was impacted by cost dis-synergies (from the exit of PFAS manufacturing and 2024 spin of Solventum). Decreases in 2024 were primarily due to ongoing manufacturing productivity, procurement and logistics savings net of inflation, along with lower YoY restructuring charges compared to 2023.
Certain additional information about results of operations and financial condition for 2023 and 2022, not otherwise impacted by reflection of the above for applicable prior periods presented, can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections in 3M's Annual Report on Form 10-K for the year ended December 31, 2023. 3M manages its continuing operations in three operating business segments: Safety and Industrial; Transportation and Electronics; and Consumer.
Additional information about results of operations and financial condition for 2024 and 2023 (including the detailed discussion of the prior year 2024 to 2023 year-over-year changes) can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections in 3M's Annual Report on Form 10-K for the year ended December 31, 2024.
Research, Development and Related Expenses: R&D, measured as a percent of sales, decreased in 2024 when compared to 2023 and increased in 2023 when compared to 2022. 3M continues to invest in a range of R&D activities from application development, product and manufacturing support, product development and technology development aimed at disruptive innovations. R&D was also impacted by restructuring charges.
R&D measured as a percent of sales: 3M continues to invest in a range of R&D activities from application development, product and manufacturing support, product development and technology development aimed at disruptive innovations. R&D spending also reflects the Company's continued focus on innovation through growth investments and new product introduction.
Other corporate expense-net also includes costs previously allocated to Solventum prior to the Separation that were not eligible to be part of discontinued operations, commercial activity with Solventum post-Separation, and certain operations of the former Health Care business segment retained by 3M. ▪ Other corporate operating expenses, net, decreased year-over-year in 2024 primarily due to the extent of non-discontinued operations-eligible former Solventum-allocated costs included in Corporate and Unallocated prior to Solventum's April 2024 Separation.
Corporate-level expense, net, decreased YoY in 2024, primarily due to the extent of non-discontinued operations-eligible former Solventum-allocated costs included in Corporate and Other prior to Solventum's April 2024 Separation.
This new program authorizes the repurchase of up to $7.5 billion of 3M’s outstanding common stock, with no pre-established end date. In 2024, the Company purchased $1,801 million of its own stock, compared to $33 million of stock purchases in 2023. In February 2024, 3M’s Board of Directors declared a first-quarter 2024 dividend of $1.51 per share.
This new program authorizes the repurchase of up to $7.5 billion of 3M’s outstanding common stock, with no pre-established end date. Repurchases of common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes. In 2025, the Company purchased $3.3 billion of its own stock, compared to $1.8 billion of stock purchases in 2024.
Adjusting for special item PFAS manufactured products (non-GAAP measure), sales were up 3.1 percent in U.S. dollars.
Adjusting for special item PFAS manufactured products (non-GAAP measure), sales of $7,435 million were up 3.1 percent YoY in U.S. dollars, or up 3.4 percent organically; while business segment operating income margins increased YoY from 21.0 percent to 23.2 percent.
See also Certain Expenses Impacting Multiple Line Items within Results of Operations subsection further below.
See also Certain Expenses Impacting Multiple Line Items within Results of Operations subsection further below. Solventum ownership - change in value : decreased by approximately $1.2 billion in 2025 and increased by approximately $1.6 billion in 2024.
Along with other costs in arriving at this associated income, these amounts include estimates of costs of sales of $890 million, $1,267 million, and $970 million for 2024, 2023, and 2022 respectively. Estimated income does not contemplate impacts on non-operating items such as net interest income/expense and the non-service cost components portion of defined benefit plan net periodic benefit costs.
Estimated income does not contemplate impacts on non-operating items such as net interest income/expense and the non-service cost components portion of defined benefit plan net periodic benefit costs. Russia exit benefits: • In 2023, 3M recorded a gain on final disposal of net assets in Russia.
For Transportation and Electronics these adjustments include the sales and estimates of income regarding PFAS manufactured products that 3M plans to exit by the end of 2025. Refer to the Certain amounts adjusted for special items - (non-GAAP measures) section for additional details. Year 2024 results: Sales in Transportation and Electronics were down 1.4 percent in U.S. dollars.
Refer to the Certain amounts adjusted for special items - (non-GAAP measures) section below for additional details. Year 2024 results: Sales in Safety and Industrial were flat in U.S. dollars.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2024 and December 31, 2023, 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 up to approximately $24 million and by approximately $175 million, respectively.
Biggest changeAt December 31, 2025 and 2024, an instantaneous 10% change in applicable foreign currency spot exchange rates would have resulted in changes of up to approximately $192 million and $24 million, respectively, in the aggregate fair value carrying amount of foreign exchange forward/option contracts and cross-currency swaps.
Dollar. The Company may enter into foreign exchange forward and option contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies. These transactions are designated as cash flow hedges. 3M may de-designate these cash flow hedge relationships in advance of the occurrence of the forecasted transaction.
The Company may enter into foreign exchange forward and option contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies. These transactions are designated as cash flow hedges. 3M may de-designate these cash flow hedge relationships in advance of the occurrence of the forecasted transaction.
These hypothetical changes are not applied to cash equivalents, accounts receivable, and accounts payable due to their short-term nature, nor to available-for-sale marketable securities as unrealized and realized gains or losses thereon are historically not material. Refer to Note 1. Significant Accounting Policies, Note 13. Marketable Securities, Note 14. Long-Term Debt and Short-Term Borrowings, Note 17. Derivatives and Note 18.
These hypothetical changes are not applied to cash equivalents, accounts receivable, and accounts payable due to their short-term nature, nor to available-for-sale marketable securities as unrealized and realized gains or losses thereon are historically not material. Refer to Note 1. Significant Accounting Policies, Note 11. Marketable Securities, Note 12. Long-Term Debt and Short-Term Borrowings, Note 15. Derivatives and Note 16.
At December 31, 2024 and December 31, 2023, an instantaneous 100 basis point change in applicable interest rates would increase/decrease the Company's pre-tax earnings by approximately $10 million and $13 million, respectively, on an annualized basis as it relates to 3M's floating-rate notes and interest rate swap agreements.
At December 31, 2025 and 2024, an instantaneous 100-basis-point change in applicable interest rates would have resulted in an insignificant increase or decrease in the Company's pre-tax earnings on an annualized basis, related to 3M's floating-rate notes and interest rate swap agreements.
The similar impact on non-functional currency denominated debt used as hedging instruments would be approximately $182 million and $192 million, respectively, at December 31, 2024 and December 31, 2023.
The similar impact on non-functional currency denominated debt used as hedging instruments would have resulted in changes of up to approximately $206 million and $182 million, respectively, at December 31, 2025 and 2024.
Fair Value Measurements within Item 8 of this Form 10-K for additional discussion of foreign currency exchange, interest rates and financial instruments. 40 Table of Contents 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. 3M is also exposed to the translation of foreign currency earnings to the U.S.
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. 3M is also exposed to the translation of foreign currency earnings to the U.S. Dollar.
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Fair Value Measurements within Item 8 of this Form 10-K for additional discussion of foreign currency exchange, interest rates and financial instruments.

Other MMM 10-K year-over-year comparisons