8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 11, 2022

3M COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	File No. 1-3285	41-0417775
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3M Center, St. Paul, Minnesota		55144-1000
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (651) 733-1110

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company     ☐

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

Item 2.02. Results of Operations and Financial Condition

This Current Report on Form 8-K is being furnished to include supplemental unaudited historical business segment and disaggregated revenue information (furnished hereunder as Exhibit 99 and incorporated herein by reference) that reflects the following:

•Changes in the measure of segment operating performance used by 3M’s chief operating decision maker

The Company did not operate using this measure of segment operating performance in any period prior to the first quarter of 2022 and will begin to report comparative results under this basis with the filing of its Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.

The information contained in this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act.

Forward-Looking Statements

This Current Report contains forward-looking information about 3M's financial results and estimates and business prospects that involve substantial risks and uncertainties that could cause actual results to differ materially. Forward-looking statements relate to future events and typically address the Company’s expected future business and financial performance. Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could,” “forecast” and other words and terms of similar meaning, typically identify such forward-looking statements. In particular, these include, among others, statements relating to:

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

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

•liabilities related to certain fluorochemicals and the outcome of contingencies,

•the Company’s strategy for growth, future revenues, earnings, cash flow, uses of cash and other measures of financial performance, and market position,

•competitive conditions and customer preferences,

•foreign currency exchange rates and fluctuations in those rates,

•new business opportunities, product development, and future performance or results of current or anticipated products,

•fluctuations in the costs and availability of purchased components, compounds, raw materials and energy, labor, logistics, supply chain interruptions, and manufacturing site disruption.

•Information technology systems including ERP system roll-out and implementations,

•Security breaches and other disruptions to information technology infrastructure,

•the scope, nature or impact of acquisition, strategic alliance and divestiture activities,

•operational execution, including inability to generate productivity improvements as estimated,

•future levels of indebtedness, common stock repurchases and capital spending,

•future availability of and access to credit markets,

•pension and postretirement obligation assumptions and future contributions,

•asset impairments,

•tax liabilities and effects of changes in tax rates, laws or regulations, and

•legal and regulatory proceedings, legal compliance risks (including third party risks) with regards to environmental, product liability and other laws and regulations in the United States and other countries in which we operate.

•

For details of the risks stated above, see Part I, Item 1A “Risk Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2021. The Company assumes no obligation to update or revise any forward-looking statements.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99	Supplemental unaudited historical business segment and disaggregated revenue information (furnished pursuant to Item 2.02 hereof) reflecting changes effected during the first quarter of 2022 relative to the measure of segment operating performance.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

3M COMPANY
By:	/s/ Monish Patolawala
	Monish Patolawala,
	Executive Vice President, Chief Financial and Transformation Officer (Principal Financial Officer)

Dated: February 11, 2022

EX-99

EXHIBIT 99

This Current Report on Form 8-K includes supplemental unaudited historical business segment and disaggregated revenue information that reflects the following:

•Changes in the measure of segment operating performance used by 3M’s chief operating decision maker     

The Company did not operate using this measure of segment operating performance in periods prior to the first quarter of 2022 and will begin to report comparative results under this basis with the filing of its Quarterly Report on Form 10-Q for the quarter ending March 31, 2022. Until 3M’s interim financial statements as of and for the quarter ending March 31, 2022 are issued, amounts on the updated basis are not in accordance with U.S. GAAP and, as a result, are considered non-GAAP measures. The Company is furnishing this information as it believes it is useful to investors to aid in understanding, on a timely basis, the impacts of these changes on historical periods as they prepare to consider 3M’s future results on the updated basis.

The information contained in this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act.

Changes in the measure of segment operating performance used by 3M’s chief operating decision maker (CODM)

Note 19 to 3M’s consolidated financial statements in its 2021 Annual Report on Form 10-K describes 3M’s business segments and measure of segment operating performance used by 3M’s CODM. As discussed therein, the measure of segment operating performance included dual credit for certain sales and related operating income.

Effective in the first quarter of 2022, the measure of segment operating performance used by 3M’s CODM changed and, as a result, 3M’s disclosed measure of segment profit/loss (business segment operating income) will be updated for all comparative periods presented. The change to business segment sales and operating income aligns with the update to how the CODM assesses performance and allocates resources for the Company’s business segments. The change included the following:

Eliminating inclusion of dual credit in measure of segment operating performance

3M business segment operating performance measures were updated to no longer include dual credit to business segments for certain sales and related operating income. Management previously evaluated its business segments based on net sales and operating income performance, including dual credit reporting. 3M reflected additional (“dual”) credit to another business segment when the customer account activity (“sales district”) with respect to the particular product sold to the external customer was provided by a different business segment. For example, privacy screen protection products are primarily sold by the Display Materials and Systems Division within the Transportation and Electronics business segment; however, certain sales districts within the Consumer business segment provide the customer account activity for sales of the product to particular customers. In this example, the non-primary selling segment (Consumer) previously would also have received credit for the associated net sales initiated through its sales district and the related approximate operating income. The offset to the dual credit business segment reporting was reflected as a reconciling item entitled “Elimination of Dual Credit,” such that sales and operating income in total were unchanged.

The tables below provide additional information with respect to the expected impact of the changes described above on previously reported segment and disaggregated revenue information. 3M discloses business segment operating income as its measure of segment profit/loss, reconciled to both total 3M operating income and income before taxes. 

EXHIBIT 99

	Updated Basis (non-GAAP measure)								Total Year
Net Sales (Millions)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Previously Reported		Impact of Changes		Updated basis (non-GAAP measure)
Safety and Industrial
2021	$	3,099	$	3,029	$	3,005	$	2,848	$	12,880	$	(899)	$	11,981
2020	2,733		2,487		2,820		2,932		11,734		(762)		10,972
2019	2,758		2,736		2,619		2,591		11,490		(786)		10,704
Transportation and Electronics
2021	$	2,396	$	2,355	$	2,327	$	2,184	$	9,769	$	(507)	$	9,262
2020	2,130		1,849		2,206		2,221		8,833		(427)		8,406
2019	2,245		2,341		2,383		2,178		9,595		(448)		9,147
Health Care
2021	$	2,069	$	2,165	$	2,173	$	2,190	$	9,050	$	(453)	$	8,597
2020	2,048		1,683		2,004		2,097		8,345		(513)		7,832
2019	1,713		1,808		1,702		2,122		7,431		(86)		7,345
Consumer
2021	$	1,289	$	1,400	$	1,434	$	1,390	$	5,856	$	(343)	$	5,513
2020	1,164		1,156		1,322		1,334		5,311		(335)		4,976
2019	1,125		1,238		1,259		1,209		5,129		(298)		4,831
Corporate and Unallocated
2021	$	(2)	$	1	$	3	$	—	$	2	$	—	$	2
2020	—		1		(2)		(1)		(2)		—		(2)
2019	22		48		28		11		109		—		109
Elimination of Dual Credit
2021	$	—	$	—	$	—	$	—	$	(2,202)	$	2,202	$	—
2020	—		—		—		—		(2,037)		2,037		—
2019	—		—		—		—		(1,618)		1,618		—
Total Company
2021	$	8,851	$	8,950	$	8,942	$	8,612	$	35,355	$	—	$	35,355
2020	8,075		7,176		8,350		8,583		32,184		—		32,184
2019	7,863		8,171		7,991		8,111		32,136		—		32,136

EXHIBIT 99

	Updated Basis (non-GAAP measure)								Total Year
Operating Performance (millions)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Previously Reported		Impact of Changes		Updated basis (non-GAAP measure)
Safety and Industrial
2021	$	752	$	662	$	562	$	490	$	2,692	$	(226)	$	2,466
2020	645		580		723		640		2,784		(196)		2,588
2019	568		572		562		477		2,373		(194)		2,179
Transportation and Electronics
2021	$	556	$	513	$	435	$	376	$	2,008	$	(128)	$	1,880
2020	436		338		484		443		1,814		(113)		1,701
2019	465		547		576		422		2,119		(109)		2,010
Health Care
2021	$	464	$	548	$	510	$	515	$	2,150	$	(113)	$	2,037
2020	438		266		454		504		1,790		(128)		1,662
2019	435		466		437		436		1,796		(22)		1,774
Consumer
2021	$	269	$	290	$	308	$	295	$	1,248	$	(86)	$	1,162
2020	243		259		321		296		1,203		(84)		1,119
2019	205		246		279		271		1,075		(74)		1,001
Elimination of Dual Credit
2021	$	—	$	—	$	—	$	—	$	(553)	$	553	$	—
2020	—		—		—		—		(521)		521		—
2019	—		—		—		—		(399)		399		—
Total business segment operating income
2021	$	2,041	$	2,013	$	1,815	$	1,676	$	7,545	$	—	$	7,545
2020	1,762		1,443		1,982		1,883		7,070		—		7,070
2019	1,673		1,831		1,854		1,606		6,964		—		6,964
Corporate and Unallocated
2021	$	(47)	$	(42)	$	(27)	$	(60)	$	(176)	$	—	$	(176)
2020	(99)		297		(73)		(34)		91		—		91
2019	(537)		(129)		157		(281)		(790)		—		(790)
Total Company operating income
2021	$	1,994	$	1,971	$	1,788	$	1,616	$	7,369	$	—	$	7,369
2020	1,663		1,740		1,909		1,849		7,161		—		7,161
2019	1,136		1,702		2,011		1,325		6,174		—		6,174
Other expense/(income), net
2021									$	165	$	—	$	165
2020									366		—		366
2019									531		—		531
Income before income taxes
2021									$	7,204	$	—	$	7,204
2020									6,795		—		6,795
2019									5,643		—		5,643

EXHIBIT 99

Disaggregated revenue information
	Updated Basis (non-GAAP measure)
	Year ended December 31,
Net Sales (Millions)	2021		2020		2019
Abrasives	$	1,296	$	1,077	$	1,280
Automotive Aftermarket	1,164		1,028		1,152
Closure and Masking Systems	1,033		993		1,111
Electrical Markets	1,229		1,093		1,180
Industrial Adhesives and Tapes	2,353		2,000		2,114
Personal Safety	4,470		4,408		3,472
Roofing Granules	428		389		366
Other Safety and Industrial	8		(16)		29
Total Safety and Industrial Business Segment	11,981		10,972		10,704
Advanced Materials	1,200		1,029		1,236
Automotive and Aerospace	1,756		1,522		1,806
Commercial Solutions	1,717		1,486		1,733
Electronics	3,673		3,497		3,446
Transportation Safety	907		880		932
Other Transportation and Electronics	9		(8)		(6)
Total Transportation and Electronics Business Segment	9,262		8,406		9,147
Drug Delivery	—		146		371
Food Safety	368		337		337
Health Information Systems	1,220		1,140		1,177
Medical Solutions	4,632		4,288		3,361
Oral Care	1,420		1,071		1,320
Separation and Purification Sciences	956		848		784
Other Health Care	1		2		(5)
Total Health Care Business Group	8,597		7,832		7,345
Consumer Health and Safety	588		540		583
Home Care	1,074		1,043		968
Home Improvement	2,548		2,260		2,001
Stationery and Office	1,306		1,132		1,286
Other Consumer	(3)		1		(7)
Total Consumer Business Group	5,513		4,976		4,831
Corporate and Unallocated	2		(2)		109
Total Company	$	35,355	$	32,184	$	32,136

XML

Cover Page	Feb. 11, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 11, 2022
Entity Registrant Name	3M COMPANY
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3285
Entity Tax Identification Number	41-0417775
Entity Address, Address Line One	3M Center
Entity Address, City or Town	St. Paul
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55144-1000
City Area Code	651
Local Phone Number	733-1110
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000066740
Common Stock, Par Value $.01 Per Share | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $.01 Per Share
Trading Symbol	MMM
Security Exchange Name	NYSE
Common Stock, Par Value $.01 Per Share | Chicago Stock Exchange, Inc.
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $.01 Per Share
Trading Symbol	MMM
Security Exchange Name	CHX
1.500% Notes due 2026 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.500% Notes due 2026
Trading Symbol	MMM26
Security Exchange Name	NYSE
0.375% Notes due 2022 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	0.375% Notes due 2022
Trading Symbol	MMM22A
Security Exchange Name	NYSE
0.950% Notes due 2023 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	0.950% Notes due 2023
Trading Symbol	MMM23
Security Exchange Name	NYSE
1.750% Notes due 2030 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.750% Notes due 2030
Trading Symbol	MMM30
Security Exchange Name	NYSE
1.500% Notes due 2031 | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.500% Notes due 2031
Trading Symbol	MMM31
Security Exchange Name	NYSE