What changed in this filing

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Item 1. Financial Statements

2024-04-30 compared with 2023-10-24 · 600 added, 799 removed, 893 unchanged (61% of the section changed)

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(Millions, except per share amounts) 2024 2023

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Research, development and related expenses 437 472

Gain on business divestitures ( 36 ) ( 2,724 ) ( 36 ) ( 2,724 )

Total operating expenses 6,502 6,790

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(Millions) 2024 2023

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Consolidated Balance Sheet

(Dollars in millions, except per share amount) September 30, 2023 December 31, 2022

(Dollars in millions, except per share amount) March 31, 2024 December 31, 2023

Current assets

34 unchanged sentences

944,033,056 shares issued

Shares outstanding - September 30, 2023:

Shares outstanding - March 31, 2024:

Shares outstanding - December 31, 2023:

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( 32,762 ) ( 32,859 )

Shares at September 30, 2023:

Shares at March 31, 2024:

Shares at December 31, 2023:

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Consolidated Statement of Cash Flows

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(Millions) 2024 2023

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Stock-based compensation expense 29 135

Gain on business divestitures ( 36 ) ( 2,724 )

Deferred income taxes 144 ( 93 )

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Proceeds from maturities and sale of marketable securities and investments 388 450

Proceeds from sale of businesses, net of cash sold 60 13

Cash payment from Food Safety business split-off, net of divested cash — 478

Other — net ( 28 ) —

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3M Company and Subsidiaries

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements(Unaudited)

Significant Accounting Policies

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This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Annual Report on Form 10-K.

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

3M had previously deconsolidated these entities in the third quarter of 2022.

See additional information in Note 14.

Effective in the first quarter of 2023, 3M made changes in the measure of segment operating performance and segment composition used by 3M’s chief operating decision maker—impacting 3M’s disclosed measure of segment profit/loss (business segment operating income (loss)).

Also effective in the first quarter of 2023, 3M's Consumer business segment re-aligned from four divisions to three divisions, see additional information in Note 15.

3M's disclosed disaggregated revenue was also updated as a result of these changes, see additional information in Note 2.

Effective in the first quarter of 2024, 3M made certain changes within its business segments.

The changes are described in Note 17.

While they impacted the composition and names of certain divisions within 3M's business segments, they did not change the overall composition of segments or the measure of segment operating performance used by 3M’s chief operating decision maker (CODM).

3M's disclosed disaggregated revenue was also updated as a result of these changes (see Note 2).

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

Earnings (Loss) Per Share

The difference in the weighted average 3M shares outstanding for calculating basic and diluted earnings per share attributable to 3M common shareholders is a result of the dilution associated with the Company’s stock-based compensation plans.

Certain options outstanding under these stock-based compensation plans were not included in the computation of diluted earnings (loss) per share attributable to 3M common shareholders because they would have had an anti-dilutive effect of 35.6 million and 36.0 million average options for the three and nine months ended September 30, 2023, respectively, and 31.7 million and 28.9 million average options for the three and nine months ended September 30, 2022, respectively.

In periods of net losses, these anti-dilutive effects include all weighted option shares outstanding and weighted average shares is the same for the calculations of both basic and diluted loss per share.

The computations for basic and diluted earnings (loss) per share follow:

Earnings (Loss) Per Share Computations

Three months ended

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(Amounts in millions, except per share amounts) 2023 2022 2023 2022

Net income (loss) attributable to 3M $ ( 2,075 ) $ 3,859 $ ( 7,940 ) $ 5,236

Denominator for weighted average 3M common shares outstanding – basic

554.3 568.8 553.7 570.7

Dilution associated with the Company’s stock-based compensation plans — 1.2 — 1.9

Denominator for weighted average 3M common shares outstanding – diluted

554.3 570.0 553.7 572.6

Earnings (loss) per share attributable to 3M common shareholders — basic $ ( 3.74 ) $ 6.79 $ ( 14.34 ) $ 9.18

Earnings (loss) per share attributable to 3M common shareholders — diluted $ ( 3.74 ) $ 6.77 $ ( 14.34 ) $ 9.15

Supplier Finance Program Obligations

Under supplier finance programs, 3M agrees to pay participating banks the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices, generally within 90 days of the invoice date.

3M or the banks may terminate the agreements with advance notice.

Separately, the banks may have arrangements with the suppliers that provide them the option to request early payment from the banks for invoices confirmed by 3M.

3M's outstanding balances of confirmed invoices in the programs as of September 30, 2023 and December 31, 2022 were approximately $ 320 million and $ 260 million, respectively.

These amounts are included within accounts payable on 3M's consolidated balance sheet.

New Accounting Pronouncements:

Refer to Note 1 to the Consolidated Financial Statements in 3M’s 2023 Annual Report on Form 10-K for a discussion of applicable standards issued and not yet adopted by 3M.

Relevant New Standards Issued Subsequent to Most Recent Annual Report

In March 2024, the SEC adopted rules under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors , which require a registrant to disclose information in annual reports and registration statements about climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.

The information would include disclosure of a registrant's greenhouse gas emissions.

In addition, certain disclosures related to severe weather events and other natural conditions will be required in a registrant’s audited financial statements.

Annual disclosure requirements would be effective for 3M as early as the fiscal year beginning January 1, 2025.

However, in April 2024, the SEC voluntarily stayed the final rules pending certain legal challenges.

The Company is evaluating the impact of these rules on its disclosures.

Contract Balances:

Deferred revenue primarily relates to revenue that is recognized over time for one-year software license contracts.

Deferred revenue (current portion) as of September 30, 2023 and December 31, 2022 was $ 501 million and $ 538 million, respectively.

Approximately $ 110 million and $ 460 million of the December 31, 2022 balance was recognized as revenue during the three and nine months ended September 30, 2023, respectively, while approximately $ 100 million and $ 440 million of the December 31, 2021 balance was recognized as revenue during the three and nine months ended September 30, 2022, respectively.

Deferred revenue (current portion) as of March 31, 2024 and December 31, 2023 was $ 565 million and $ 572 million, respectively.

Approximately $ 210 million of the December 31, 2023 balance and $ 200 million of the December 31, 2022 balance was recognized as revenue during the three months ended March 31, 2024 and 2023, respectively.

Operating Lease Revenue:

Net sales includes rental revenue from durable medical devices as part of operating lease arrangements (reported within the Medical Solutions Division), which was $ 154 million and $ 439 million during the three and nine months ended September 30, 2023, respectively, and $ 145 million and $ 429 million during the three and nine months ended September 30, 2022, respectively.

Net sales includes rental revenue from durable medical devices as part of operating lease arrangements (reported within the Medical Surgical Division), which was $ 139 million and $ 139 million during the three months ended March 31, 2024 and 2023, respectively.

Disaggregated Revenue Information:

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Net Sales (Millions) 2023 2022 2023 2022

Net Sales by Division (millions) 2024 2023

Abrasives $ 328 $ 341

Automotive Aftermarket 306 312

Closure and Masking Systems 240 266 726 794

Electrical Markets 311 324

Industrial Adhesives and Tapes 518 516

Industrial Specialties Division

Personal Safety 857 868

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Automotive and Aerospace 506 462

Commercial Solutions 430 459 1,317 1,361

Commercial Branding and Transportation

Electronics 725 672

Transportation Safety 222 233 645 653

Total Transportation and Electronics Business Segment 2,104 2,050

Food Safety — 63 — 244

Health Information Systems 300 300

Medical Solutions 1,179 1,150 3,463 3,447

Oral Care 331 308 1,023 1,006

Separation and Purification Sciences 242 235 721 757

Medical Surgical (MedSurg)

Dental Solutions

Purification and Filtration

Other Health Care 14 14

Total Health Care Business Group 2,017 2,010

Construction and Home Improvement Markets 603 656 1,674 1,819

Home, Health and Auto Care 391 418 1,219 1,283

Stationery and Office 321 335 907 946

Consumer Safety and Well-Being 266 270

Home and Auto Care 305 318

Home Improvement 330 341

Packaging and Expression 239 263

Total Consumer Business Group 1,140 1,192

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Net Sales (Millions) 2023 2022 2023 2022

Net Sales by Geographic Area (millions) 2024 2023

Americas $ 4,375 $ 4,399

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Worldwide $ 8,003 $ 8,031

Americas included United States net sales to customers of $ 3.9 billion and $ 11.3 billion for the three and nine months ended September 30, 2023, respectively, and $ 3.9 billion and $ 11.4 billion for the three and nine months ended September 30, 2022, respectively.

Acquisitions and Divestitures

Refer to Note 3 to the Consolidated Financial Statements in 3M's 2022 Annual Report on Form 10-K for more information on relevant pre-2023 acquisitions and divestitures.

Acquisitions:

3M makes acquisitions of certain businesses from time to time that are aligned with its strategic intent with respect to, among other factors, growth markets and adjacent product lines or technologies.

Goodwill resulting from business combinations is largely attributable to the existing workforce of the acquired businesses and synergies expected to arise after 3M’s acquisition of these businesses.

2023 acquisitions:

There were no acquisitions that closed during the nine months ended September 30, 2023.

Divestitures:

3M may divest certain businesses from time to time based upon review of the Company’s portfolio considering, among other items, factors relative to the extent of strategic and technological alignment and optimization of capital deployment, in addition to considering if selling the businesses results in the greatest value creation for the Company and for shareholders.

As discussed in Note 15 (Business Segments), gains/losses on business divestitures are reflected in Corporate and Unallocated.

2023 divestitures and previously announced divestitures:

In August 2023, 3M completed the sale of assets associated with its dental local anesthetic business (part of the Health Care business) to Pierrel S.p.A.

for approximately $ 60 million in cash.

The dental local anesthetic business had annual sales of approximately $ 30 million.

The gain on this transaction, net of a loss associated with a previous contingent indemnification obligation from a 2020 divestiture, resulted in a 2023 net pre-tax gain of $ 36 million.

In July 2022, 3M announced its intention to spin off the Health Care business as a separate public company.

3M expects to initially retain an ownership position of 19.9 % in the business, which 3M intends to monetize over time.

The spin-off transaction is intended to be tax-free for U.S.

federal income tax purposes and is subject to customary conditions, including the filing and effectiveness of a Form 10 registration statement, receipt of a private letter ruling from the Internal Revenue Service and a tax opinion from external counsel, satisfactory completion of financing, and final approval by the Company’s Board of Directors, among other items.

3M expects to close the transaction in the first half of 2024, subject to required conditions, as well as additional factors such as conditions in the equity and debt markets, other external conditions, and developments involving 3M or any of its businesses, which could delay the completion of the transaction relative to the anticipated timeline.

Because the intended transaction is a spin-off, the Health Care business is not classified as held for sale.

Operating income and held-for-sale amounts:

With respect to the businesses above, operating income information of the Health Care business is included in Note 15.

Further, with the respect to these businesses, there were no assets and liabilities associated with disposal groups classified as held for sale as of December 31, 2022 and September 30, 2023.

Information related to other held for sale disposal groups is included in Note 13.

Americas included United States net sales to customers of $ 3.6 billion and $ 3.6 billion for the three months ended March 31, 2024 and 2023, respectively.

Refer to Note 3 to the Consolidated Financial Statements in 3M's 2023 Annual Report on Form 10-K for more information on relevant pre-2024 divestitures.

Previously Announced Divestitures:

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.

This spin-off transaction was intended to be tax-free for U.S.

federal income tax purposes.

On the April 1, 2024 distribution date, each 3M stockholder of record received one share of Solventum common stock for every four shares of 3M common stock held.

As a result of the Separation, Solventum became an independent public company whose common stock is listed under the symbol “SOLV” on the New York Stock Exchange and 3M will no longer consolidate Solventum into 3M’s financial results.

3M expects, after completion of accounting for the transaction, to retain approximately $ 7.7 billion of the proceeds from Solventum's debt and term loan issuances (see Note 11), while the obligations for repayment of those underlying borrowings remained with Solventum after the Separation.

In connection with the Separation, the historical net income of Solventum and applicable assets and liabilities included in the Separation will be reported in 3M's consolidated financial statements as discontinued operations beginning in the second quarter of 2024.

3M will prospectively measure, at fair value on a recurring basis, its retained equity ownership interest of approximately 19.9 % in Solventum common stock, with related earnings impact from changes in value being recognized in continuing operations.

3M expects to monetize its stake in Solventum over time.

The Company entered into various agreements to effect the Separation and provide for the relationship between 3M and Solventum, including, among others, a separation and distribution agreement, a tax matters agreement, and a transition services agreement, as well as certain commercial agreements.

With respect to the business above, operating income information of the Health Care business segment, is included in Note 17.

Goodwill and Intangible Assets

There was no goodwill recorded from acquisitions during the first nine months of 2023.

The amounts in the “Translation and other” row in the following table primarily relate to changes in foreign currency exchange rates.

The goodwill balance by business segment follows:

The change in the carrying amount of goodwill by business segment was as follows:

(Millions) Safety and Industrial Transportation and Electronics Health Care Consumer Total Company

Balance as of December 31, 2023 $ 4,542 $ 1,512 $ 6,603 $ 270 $ 12,927

Divestiture activity — — ( 4 ) — ( 4 )

Translation and other ( 33 ) ( 7 ) ( 71 ) ( 7 ) ( 118 )

Balance as of September 30, 2023 $ 4,492 $ 1,498 $ 6,468 $ 263 $ 12,721

Accounting standards require that goodwill be tested for impairment annually and between annual tests in certain circumstances such as when events or conditions indicate that goodwill assigned to a reporting unit may be impaired.

At 3M, reporting units correspond to a division.

As described in Note 15, effective in the first quarter of 2023, 3M changed its measure of segment operating performance and the composition of reportable segments and realigned divisions within the Consumer business segment.

For any changes that resulted in reporting unit changes, the Company applied the relative fair value method to determine the impact on goodwill of the associated reporting units.

The impacts of these changes on reported amounts were immaterial and resulted in no impairment.

As of September 30, 2023, the Company's accumulated goodwill impairment loss is $ 0.3 billion.

Balance as of March 31, 2024 $ 4,509 $ 1,505 $ 6,532 $ 263 $ 12,809

The amounts in the “Translation and other” row in the above table primarily relate to changes in foreign currency exchange rates.

As of March 31, 2024, the Company's accumulated goodwill impairment loss is $ 0.3 billion.

Acquired Intangible Assets:

The carrying amount and accumulated amortization of acquired finite-lived intangible assets, in addition to the balance of non-amortizable intangible assets follow:

(Millions) September 30,

2023 December 31,

Customer related intangible assets $ 4,046 $ 4,062

(Millions) March 31, 2024 December 31, 2023

Customer related $ 4,061 $ 4,073

Patents 419 420

Other technology-based intangible assets 2,083 2,081

Other technology-based

Definite-lived tradenames

Other amortizable intangible assets 81 84

Total gross carrying amount

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Total finite-lived intangible assets — net 3,499 3,619

Non-amortizable intangible assets (primarily tradenames) 605 617

Indefinite lived intangible assets (primarily tradenames)

Total intangible assets — net $ 4,105 $ 4,226

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(Millions) 2024 2023

Amortization expense $ 114 $ 122

Expected amortization expense for acquired amortizable intangible assets recorded as of September 30, 2023 follows:

Expected amortization expense for acquired amortizable intangible assets recorded as of March 31, 2024 follows:

(Millions) Remainder of 2024

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Amortization expense $ 339 $ 422 $ 417 $ 393 $ 366 $ 329 $ 1,233

The preceding expected amortization expense is an estimate.

Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, accelerated amortization of intangible assets and other events.

3M expenses the costs incurred to renew or extend the term of intangible assets.

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2023 to 2025 Structural Reorganization Actions:

In the first quarter of 2023, 3M announced it would undertake structural reorganization actions to reduce the size of the corporate center of the Company, 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.

During 2023, management approved and committed to undertake associated actions impacting approximately 5,200 positions resulting in a pre-tax charge of $ 62 million and $ 326 million in the third quarter and nine months ended September 30, 2023, respectively.

Remaining activities related to the restructuring actions approved and committed under this initiative are expected to be largely completed through the end of 2023.

As described in Note 5 in 3M's 2023 Annual Report on Form 10-K, in the first quarter of 2023, 3M announced it would undertake structural reorganization actions to reduce the size of the corporate center of the Company, 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.

This aggregate initiative, beginning in the first quarter of 2023 and continuing through 2025, is expected to impact approximately 8,500 positions worldwide with an expected pre-tax charge of $ 700 million to $ 900 million over that period.

During 2023, management approved and committed to undertake associated actions resulting in a 2023 pre-tax charge of $ 437 million.

In the first quarter of 2024, management approved and committed to undertake additional actions under this initiative impacting approximately 500 positions resulting in a pre-tax charge of $ 104 million.

Since its beginning in 2023 through committed first quarter 2024 actions, this initiative has impacted approximately 6,500 positions worldwide.

Remaining activities related to the restructuring actions approved and committed through March 31, 2024 under this initiative are expected to be completed in 2025.

3M expects to commit to further actions under this initiative.

This aggregate initiative beginning in the first quarter of 2023 and continuing through 2025 is expected to impact approximately 8,500 positions worldwide with an expected pr e-tax charge of $ 700 million to $ 900 million over that period.

The related restructuring charges for periods presented were recorded in the income (loss) statement as follows:

(Millions) Three months ended September 30, 2023 Nine months ended September 30, 2023

Three months ended

(Millions) 2024 2023

Cost of sales $ 2 $ 16

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The business segment operating income (loss) impact of these restructuring charges is summarized as follows:

Three months ended September 30, 2023 Nine months ended September 30, 2023

(Millions) Employee Related Asset-Related and Other Total Employee Related Asset-Related and Other Total

Three months ended March 31,

(Millions) Employee Related Asset-Related and Other Total Employee Related

Safety and Industrial $ 26 $ 20 $ 46 $ 10

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(Millions) Employee-Related Asset-Related and Other Total

Expense incurred in the first quarter of 2023 $ 52 $ — $ 52

Incremental expense incurred in the second quarter of 2023 192 20 212

Incremental expense incurred in the third quarter of 2023 30 32 62

Accrued restructuring action balance as of December 31, 2023

$ 99 $ — $ 99

Incremental expense incurred in the first quarter of 2024

Non-cash changes — ( 57 ) ( 57 )

Cash payments ( 53 ) — ( 53 )

Accrued restructuring action balance as of September 30, 2023

Accrued restructuring action balance as of March 31, 2024

$ 104 $ — $ 104

2023 to 2025 PFAS Exit Actions:

As further discussed in Note 14, 3M announced in December 2022 that it will exit all PFAS manufacturing by the end of 2025.

In the third quarter of 2023, 3M management approved and committed to undertake certain related workforce actions impacting approximately 100 positions resulting in a pre-tax charge of $ 40 million primarily impacting cost of sales.

As described in Note 5 in 3M's 2023 Annual Report on Form 10-K, 3M announced in 2022 that it will exit all PFAS manufacturing by the end of 2025.

In 2023, 3M management approved and committed to undertake certain related workforce actions resulting in a pre-tax charge of $ 64 million primarily impacting cost of sales.

In the first quarter of 2024, management approved and committed to undertake additional related workforce actions impacting approximately 20 positions resulting in a 2024 pre-tax charge of $ 4 million primarily impacting cost of sales.

These charges are reflected within the Transportation and Electronics business segment.

There were no material cash payments during the 2023 periods presented related to these actions.

This initiative, beginning in 2023 through committed first quarter 2024 actions, has impacted approximately 570 positions worldwide.

The remaining period of activities related to these approved and committed actions aligns with 3M's PFAS exit timeframe.

2022 Restructuring Actions

Operational/Marketing Capability Restructuring:

As described in Note 5 in 3M's 2022 Annual Report on Form 10-K, in late 2020, 3M announced it would undertake certain actions beginning in the fourth quarter of 2020 to further enhance its operations and marketing capabilities to take advantage of certain global market trends while de-prioritizing investments in slower-growth end markets.

In the first quarter of 2022, management approved and committed to undertake the remaining actions under this initiative resulting in a pre-tax charge of $ 18 million.

This initiative, beginning in 2020 and ending with committed first quarter 2022 actions, impacted approximately 3,100 positions worldwide with a pre-tax charge of approximately $ 280 million over that period.

Activities related to this restructuring were largely completed in the third quarter of 2022.

Divestiture-Related Restructuring :

As described in Note 5 in 3M's 2022 Annual Report on Form 10-K, during the third quarter of 2022, following the Food Safety Division split-off transaction and combination with Neogen completed in September 2022 (see Note 3 in 3M's 2022 Annual Report on Form 10-K) management approved and committed to undertake certain restructuring actions addressing corporate functional costs across 3M in relation to the magnitude of amounts previously allocated to the divested business.

These actions affected approximately 850 positions worldwide and resulted in a third quarter 2022 pre-tax charge of $ 41 million, within Corporate and Unallocated.

The associated accrued restructuring balance as of December 31, 2022 was $ 10 million and remaining activities related to this divestiture-related restructuring were largely completed through the first half of 2023.

(Millions) Employee-Related

Accrued restructuring action balance as of December 31, 2023

Incremental expense incurred in the first quarter of 2024

Cash payments ( 13 )

Accrued restructuring action balance as of March 31, 2024

Supplemental Income (Loss) Statement Information

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(Millions) 2024 2023

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Total $ 264 $ 52

In addition to interest primarily related to outstanding debt, interest expense includes imputed interest associated with the obligations resulting from the PFAS-related public water systems proposed settlement and the Combat Arms Earplugs settlement (discussed in Note 14).

Pension and postretirement net periodic benefit costs described in the table above include all components of defined benefit plan net periodic benefit costs except service cost, which is reported in various operating expense lines.

Refer to Note 11 for additional details on the components of pension and postretirement net periodic benefit costs.

Interest expense includes $ 181 million and $ 123 million during the three months ended March 31, 2024 and 2023, respectively, related to outstanding debt.

Beginning in the second quarter of 2023, interest expense also includes imputed interest associated with the obligations resulting from the PWS Settlement and the CAE Settlement (discussed in Note 16).

In the first quarter of 2024, 3M incurred $ 44 million of interest expense associated with the debt issued by Solventum prior to the Separation discussed in Note 3 and further discussed in Note 11.

Pension and postretirement net periodic benefit income described in the table above include all components of defined benefit plan net periodic benefit cost (benefit) except service cost, which is reported in various operating expense lines.

Refer to Note 12 for additional details on the components of pension and postretirement net periodic benefit cost (benefit).

Supplemental Equity and Comprehensive Income (Loss) Information

Cash dividends declared and paid totaled $ 1.50 and $ 1.49 per share for the first, second and third quarters of 2023 and 2022, respectively, or $ 4.50 and $ 4.47 per share for the first nine months of 2023 and 2022, respectively.

Consolidated Changes in Equity

Three months ended September 30, 2023

3M Company Shareholders

(Millions) Total Common Stock and Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-controlling Interest

Balance at June 30, 2023

$ 7,857 $ 6,867 $ 40,290 $ ( 32,926 ) $ ( 6,433 ) $ 59

Net income (loss) ( 2,071 ) ( 2,075 ) 4

Other comprehensive income (loss), net of tax:

Cumulative translation adjustment ( 365 ) ( 364 ) ( 1 )

Defined benefit pension and post-retirement plans adjustment 50 50

Cash flow hedging instruments 21 21

Total other comprehensive income (loss), net of tax ( 294 )

Dividends declared ( 828 ) ( 828 )

Stock-based compensation 45 45

Reacquired stock ( 2 ) ( 2 )

Dividend to noncontrolling interest

Issuances pursuant to stock option and benefit plans 27 ( 12 ) 39

Balance at September 30, 2023

$ 4,731 $ 6,912 $ 37,375 $ ( 32,889 ) $ ( 6,726 ) $ 59

Three months ended September 30, 2022

3M Company Shareholders

(Millions) Total Common Stock and Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-controlling Interest

Balance at June 30, 2022

$ 13,816 $ 6,616 $ 45,269 $ ( 30,781 ) $ ( 7,362 ) $ 74

Net income 3,863 3,859 4

Other comprehensive income (loss), net of tax:

Cumulative translation adjustment ( 821 ) ( 819 ) ( 2 )

Defined benefit pension and post-retirement plans adjustment 86 86

Cash flow hedging instruments 110 110

Total other comprehensive income (loss), net of tax ( 625 )

Dividends declared ( 850 ) ( 850 )

Stock-based compensation 47 47

Reacquired stock ( 191 ) ( 191 )

Split-off of Food Safety business ( 1,988 ) ( 1,988 )

Issuances pursuant to stock option and benefit plans 84 ( 33 ) 117

Balance at September 30, 2022

$ 14,156 $ 6,663 $ 48,245 $ ( 32,843 ) $ ( 7,985 ) $ 76

Nine months ended September 30, 2023

Cash dividends declared and paid totaled $ 1.51 and $ 1.50 per share for the first quarter of 2024 and 2023, respectively.

The table below presents the consolidated changes in equity for three months ended March 31, 2024 and 2023:

3M Company Shareholders

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Other comprehensive income (loss), net of tax

Cumulative translation adjustment ( 224 ) ( 224 ) —

Defined benefit pension and post-retirement plans adjustment 151 151

Cash flow hedging instruments 20 20

Total other comprehensive income (loss), net of tax ( 53 )

( 47 ) ( 48 ) 1

Dividends declared ( 835 ) ( 835 )

1 unchanged sentence

Reacquired stock ( 21 ) ( 21 )

Dividend to noncontrolling interest

Issuances pursuant to stock option and benefit plans 18 ( 100 ) 118

Balance at September 30, 2023

Balance at March 31, 2024

$ 4,933 $ 6,982 $ 37,472 $ ( 32,762 ) $ ( 6,826 ) $ 67

Nine months ended September 30, 2022

3M Company Shareholders

(Millions) Total Common Stock and Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-controlling Interest

Balance at December 31, 2022

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Other comprehensive income (loss), net of tax 143 143 —

Cumulative translation adjustment ( 1,697 ) ( 1,690 ) ( 7 )

Defined benefit pension and post-retirement plans adjustment 258 258

Cash flow hedging instruments 197 197

Total other comprehensive income (loss), net of tax ( 1,242 )

Dividends declared ( 827 ) ( 827 )

1 unchanged sentence

Reacquired stock ( 29 ) ( 29 )

Split-off of Food Safety business ( 1,988 ) ( 1,988 )

Issuances pursuant to stock option and benefit plans 188 ( 133 ) 321

Balance at September 30, 2022

Balance at March 31, 2023

$ 15,351 $ 6,825 $ 47,966 $ ( 32,963 ) $ ( 6,530 ) $ 53

Changes in Accumulated Other Comprehensive Income (Loss) Attributable to 3M by Component

Three months ended September 30, 2023

The table below presents the changes in accumulated other comprehensive income (loss) attributable to 3M (AOCI), including the reclassifications out of AOCI by component for three months ended March 31, 2024 and 2023:

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Adjustment Cash Flow Hedging Instruments, Unrealized Gain (Loss) Total Accumulated Other Comprehensive Income (Loss)

Balance at June 30, 2023, net of tax:

Balance at December 31, 2023, net of tax:

$ ( 2,506 ) $ ( 4,218 ) $ ( 54 ) $ ( 6,778 )

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Tax effect (1)

Total other comprehensive income (loss), net of tax ( 364 ) 50 21 ( 293 )

Balance at September 30, 2023, net of tax:

( 13 ) ( 28 ) ( 8 ) ( 49 )

Three months ended September 30, 2022

Balance at June 30, 2022, net of tax:

$ ( 2,814 ) $ ( 4,581 ) $ 33 $ ( 7,362 )

Other comprehensive income (loss), before tax:

Amounts before reclassifications ( 773 ) — 173 ( 600 )

Amounts reclassified out — 112 ( 30 ) 82

Total other comprehensive income (loss), before tax ( 773 ) 112 143 ( 518 )

Tax effect ( 46 ) ( 26 ) ( 33 ) ( 105 )

Total other comprehensive income (loss), net of tax ( 209 ) 135 26 ( 48 )

Balance at September 30, 2022, net of tax:

Balance at March 31, 2024, net of tax:

$ ( 2,715 ) $ ( 4,083 ) $ ( 28 ) $ ( 6,826 )

Nine months ended September 30, 2023

Balance at December 31, 2022, net of tax:

5 unchanged sentences

Tax effect (1)

Total other comprehensive income (loss), net of tax ( 224 ) 151 20 ( 53 )

Balance at September 30, 2023, net of tax:

11 ( 13 ) 11 9

Nine months ended September 30, 2022

Balance at December 31, 2021, net of tax:

$ ( 1,943 ) $ ( 4,753 ) $ ( 54 ) $ ( 6,750 )

Other comprehensive income (loss), before tax:

Amounts before reclassifications ( 1,587 ) — 307 ( 1,280 )

Amounts reclassified out — 339 ( 52 ) 287

Total other comprehensive income (loss), before tax ( 1,587 ) 339 255 ( 993 )

Tax effect ( 103 ) ( 81 ) ( 58 ) ( 242 )

Total other comprehensive income (loss), net of tax 116 51 ( 24 ) 143

Balance at September 30, 2022, net of tax:

Balance at March 31, 2023, net of tax:

$ ( 2,712 ) $ ( 3,787 ) $ ( 31 ) $ ( 6,530 )

Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within cumulative translation do include impacts from items such as net investment hedge transactions.

Reclassification adjustments are made to avoid double counting in comprehensive income (loss) items that are subsequently recorded as part of net income.

Reclassifications out of Accumulated Other Comprehensive Income (Loss) Attributable to 3M

Details about Accumulated Other Comprehensive Income (Loss) Components Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Location on Income (Loss) Statement

Three months ended

September 30, Nine months ended

September 30,

(1) Includes tax expense (benefit) reclassified out of AOCI related to the following:

Three months ended March 31,

(millions) 2024 2023

Cumulative Translation Adjustment

Reclassification adjustment associated with Russia (see Note 13)

$ — $ — $ ( 39 ) $ — Selling, general and administrative expenses

Total before tax — — ( 39 ) —

Tax effect — — — —

Net of tax — — ( 39 ) —

Defined benefit pension and postretirement plans adjustments

Gains (losses) associated with defined benefit pension and postretirement plans amortization

Transition asset ( 1 ) — ( 2 ) ( 1 ) Other (expense) income, net

Prior service benefit 13 14 40 42 Other (expense) income, net

Net actuarial loss ( 77 ) ( 126 ) ( 232 ) ( 378 ) Other (expense) income, net

Curtailments/Settlements — — — ( 2 ) Other (expense) income, net

Total before tax ( 65 ) ( 112 ) ( 194 ) ( 339 )

Tax effect 15 26 43 81 Provision for income taxes

Net of tax ( 50 ) ( 86 ) ( 151 ) ( 258 )

Cash flow hedging instruments gains (losses)

Foreign currency forward/option contracts 40 33 125 59 Cost of sales

Interest rate contracts ( 2 ) ( 3 ) ( 6 ) ( 7 ) Interest expense

Total before tax 38 30 119 52

Tax effect ( 9 ) ( 7 ) ( 27 ) ( 12 ) Provision for income taxes

Net of tax 29 23 92 40

Total reclassifications for the period, net of tax $ ( 21 ) $ ( 63 ) ( 98 ) $ ( 218 )

The effective tax rate for the third quarter of 2023 was 27.4 percent on a pre-tax loss, compared to 6.6 percent on pre-tax income in the prior year.

The primary factors that impacted the comparison of these rates were the third quarter 2023 charge related to the settlement agreement to resolve Combat Arms Earplugs litigation (see Note 14) and the tax efficient structure associated with the third quarter 2022 gain on split-off of the Food Safety business.

The effective tax rate for the first nine months of 2023 was 25.8 percent, compared to 9.5 percent in the prior year.

The primary factors that impacted the comparison of the nine-month rates were the third quarter 2023 charge related to the settlement agreement to resolve Combat Arms Earplugs litigation, the second quarter 2023 charge related to the proposed settlement agreement with public water systems in the United States regarding PFAS, and the tax impact associated with the second quarter 2022 charge related to steps toward resolving Combat Arms Earplugs litigation (discussed in Note 14), along with the tax efficient structure associated with the third quarter 2022 gain on split-off of the Food Safety business.

The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of September 30, 2023 and December 31, 2022 are $ 945 million and $ 965 million, respectively.

Defined benefit pension and postretirement plans adjustment ( 13 ) ( 13 )

Cash flow hedging instruments, unrealized gain/loss 6 10

The Company uses the portfolio approach for releasing income tax effects from accumulated other comprehensive income.

Additional details on the amounts reclassified from accumulated other comprehensive income (loss) into consolidated income (loss) include:

• Cumulative translation adjustment:

amounts were reclassified into selling, general and administrative expense.

In 2024, this was associated with country exits as part of streamlining 3M’s geographic footprint (see Note 5).

• Defined benefit pension and postretirement plan adjustments:

amounts were reclassified into other (expense) income, net (see Note 12).

• Cash flow hedging instruments, unrealized gain (loss):

foreign currency forward/option contacts amounts were reclassified into cost of sales;

interest rate contract amounts were reclassified into interest expense (see Note 14).

• The tax effects, if applicable, associated with these reclassifications were reflected in provision for income taxes.

The effective tax rate for the first quarter of 2024 was 24.7 percent, an increase from 17.7 percent in the prior year.

The primary factors that increased the Company's effective tax rate for first quarter 2024 were nonrecurring deferred tax benefits in 2023 as compared to 2024's decreased tax benefits related to significant litigation and stock-based compensation, as well as tax costs of entity structuring associated with the separation of Solventum.

The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of March 31, 2024 and December 31, 2023 are $ 883 million and $ 884 million, respectively.

It is reasonably possible that the amount of unrecognized tax benefits could significantly change within the next 12 months.

At this time, the Company is not able to estimate the range by which these potential events could impact 3M’s unrecognized tax benefits in the next 12 months.

At September 30, 2023, 3M’s deferred tax assets, a component of other assets on the consolidated balance sheet, also included a balance of approximately $ 3.5 billion as a result of the pre-tax charge related to the proposed settlement agreement announced in the second quarter of 2023 with public water systems in the United States regarding PFAS and the third quarter 2023 charge related to the settlement agreement to resolve Combat Arms Earplugs litigation (both discussed in Note 14).

As of September 30, 2023 and December 31, 2022, the Company had valuation allowances of $ 166 million and $ 115 million on its deferred tax assets, respectively.

As of March 31, 2024 and December 31, 2023, the Company had valuation allowances of $ 703 million and $ 706 million on its deferred tax assets, respectively.

In 2021, the Organization for Economic Cooperation and Development (OECD) published Pillar Two Model Rules defining a global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%.

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax.

Effective January 1, 2024, a number of countries have proposed or enacted legislation to implement core elements of the Pillar Two proposal.

Pillar Two did not have a significant impact on 3M's first quarter 2024 results.

While 3M is monitoring developments and evaluating the potential impact on future periods, 3M does not expect Pillar Two to have a significant impact on its 2024 financial results.

Earnings (Loss) Per Share

The difference in the weighted average 3M shares outstanding for calculating basic and diluted earnings per share attributable to 3M common shareholders is the result of the dilution associated with the Company’s stock-based compensation plans.

Certain awards outstanding under these stock-based compensation plans were not included in the computation of diluted earnings per share attributable to 3M common shareholders because they would have had an anti-dilutive effect of 32.8 million and 35.6 million average options for the three months ended March 31, 2024 and 2023, respectively.

The computations for basic and diluted earnings per share follow:

Three months ended

(Amounts in millions, except per share amounts) 2024 2023

Net income (loss) attributable to 3M $ 928 $ 976

Denominator for weighted average 3M common shares outstanding – basic

Dilution associated with stock-based compensation plans

Denominator for weighted average 3M common shares outstanding – diluted

Earnings (loss) per share attributable to 3M common shareholders – basic

$ 1.67 $ 1.77

Earnings (loss) per share attributable to 3M common shareholders – diluted

$ 1.67 $ 1.76

Marketable Securities

The Company invests in asset-backed securities, certificates of deposit/time deposits, commercial paper, and other securities.

The Company invests in certificates of deposit/time deposits, commercial paper, and other securities.

The following is a summary of amounts recorded on the Consolidated Balance Sheet for marketable securities (current and non-current).

(Millions) September 30, 2023 December 31, 2022

Commercial paper $ — $ 213

(Millions) March 31, 2024 December 31, 2023

Certificates of deposit/time deposits $ 56 $ 49

4 unchanged sentences

Total marketable securities $ 80 $ 73

At September 30, 2023 and December 31, 2022, gross unrealized, gross realized, and net realized gains and/or losses (pre-tax) were not material.

The balances at September 30, 2023 for marketable securities by contractual maturity are shown below.

At March 31, 2024 and December 31, 2023, gross unrealized, gross realized, and net realized gains and/or losses (pre-tax) were not material.

The balances at March 31, 2024 for marketable securities by contractual maturity are shown below.

Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

(Millions) September 30, 2023

Due in one year or less $ 60

3 unchanged sentences

Long-Term Debt and Short-Term Borrowings

In February 2023, 3M repaid $ 500 million aggregate principal amount of fixed-rate registered notes that matured.

In March 2023, 3M repaid $ 650 million aggregate principal amount of fixed-rate medium-term notes that matured.

In May 2023, 3M repaid 600 million euros aggregate principal amount of fixed-rate medium-term notes that matured.

2023 issuances, maturities, and extinguishments of short- and long-term debt are described in Note 13 to the Consolidated Financial Statements in 3M's 2023 Annual Report on Form 10-K.

The Company had $ 1.9 billion in commercial paper outstanding at September 30, 2023, compared to no commercial paper outstanding as of December 31, 2022.

In May 2023, 3M entered into a $ 4.25 billion five-year revolving credit facility expiring in 2028;

the facility was amended in July and September 2023.

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 agreement replaced the amended and restated $ 3.0 billion, five-year revolving credit agreement and the $ 1.25 billion 364-day credit facility that would have expired in November 2024 and November 2023, respectively.

The credit facility was undrawn at September 30, 2023.

Under the $ 4.25 billion credit facility, the Company is required to maintain its EBITDA to Interest Ratio as of the end of each fiscal quarter at not less than 3.0 to 1.

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 September 30, 2023, this ratio was approximately 15 to 1.

Debt covenants do not restrict the payment of dividends.

The Company had no commercial paper outstanding at March 31, 2024, compared to $ 1.8 billion commercial paper outstanding as of December 31, 2023.

In the first quarter of 2024, Solventum, prior to the Separation discussed in Note 3, issued a total of $ 8.4 billion in aggregate principal amount of senior unsecured debt and term loans comprised of:

• $ 6.9 billion in aggregate principal amount of senior unsecured debt comprised of $ 1 billion of 5.45 % notes due 2027, $ 1.5 billion of 5.40 % notes due 2029, $ 1.0 billion of 5.45 % notes due 2031, $ 1.65 billion of 5.60 % notes due 2034, $ 1.25 billion of 5.90 % due 2054, and $ 0.5 billion of 6.0 % notes due 2064.

• $ 1.5 billion in aggregate principal amount of variable rate term loans initially at 6.79 %, of which $ 0.5 billion is due in 2025 and $ 1.0 billion is due in 2027.

Also during the first quarter of 2024, Solventum further entered into a revolving credit facility of $ 2 billion which was undrawn as of March 31, 2024.

These Solventum items were guaranteed by 3M until the completion of the Separation on April 1, 2024 and obligations under these notes, loans and facilities became the sole responsibility of Solventum after the Separation.

In February 2024, 3M repaid $ 1.1 billion aggregate principal amount of medium-term notes that matured.

Future Maturities of Long-term Debt:

Maturities of long-term debt in the table below reflect the impact of put provisions associated with certain debt instruments and are net of the unamortized debt issue costs such that total maturities equal the carrying value of long-term debt as of September 30, 2023.

The maturities of long-term debt for the periods subsequent to September 30, 2023 are as follows (in millions):

Note, as discussed above, obligations associated with Solventum's borrowings remained with Solventum after the April 1, 2024 Separation.

The maturities of long-term debt for the periods subsequent to March 31, 2024 are as follows (in millions):

Remainder of 2024

2025 2026 2027 2028 2029 After 2029

$ 149 $ 1,100 $ 1,866 $ 1,433 $ 846 $ 701 $ 8,030 $ 14,125

Debt issued by 3M $ 53 $ 1,868 $ 1,545 $ 847 $ 818 $ 1,790 $ 6,171 $ 13,092

Debt issued by Solventum — 499 — 1,972 — 1,485 4,347 8,303

Pension and Postretirement Benefit Plans

3 unchanged sentences

The other components of net periodic benefit cost are reflected in other expense (income), net.

Components of net periodic benefit cost and other supplemental information for the three and nine months ended September 30, 2023 and 2022 follow:

Benefit Plan Information

Three months ended September 30,

Qualified and Non-qualified Pension Benefits Postretirement Benefits

United States International

(Millions) 2023 2022 2023 2022 2023 2022

Net periodic benefit cost (benefit)

Operating expense

Service cost $ 42 $ 64 $ 21 $ 32 $ 6 $ 10

Non-operating expense

Interest cost 166 105 56 32 21 13

Expected return on plan assets ( 243 ) ( 241 ) ( 76 ) ( 69 ) ( 20 ) ( 17 )

Amortization of transition asset — — 1 — — —

Amortization of prior service benefit ( 6 ) ( 6 ) — — ( 7 ) ( 8 )

Amortization of net actuarial loss 73 106 2 10 2 10

Total non-operating expense (benefit) ( 10 ) ( 36 ) ( 17 ) ( 27 ) ( 4 ) ( 2 )

Total net periodic benefit cost (benefit) $ 32 $ 28 $ 4 $ 5 $ 2 $ 8

Nine months ended September 30,

Components of net periodic benefit cost and other supplemental information for the three months ended March 31, 2024 and 2023 follow:

Three months ended March 31,

Qualified and Non-qualified Pension Benefits Postretirement Benefits

10 unchanged sentences

Amortization of net actuarial loss 95 73 3 2 6 2

Settlements, curtailments, special termination benefits and other — — — — — 2

Total non-operating expense (benefit) 14 ( 11 ) ( 28 ) ( 17 ) 3 ( 3 )

Total net periodic benefit cost (benefit) $ 51 $ 32 $ ( 7 ) $ 2 $ 10 $ 3

For the nine months ended September 30, 2023 contributions totaling $ 78 million were made to the Company’s U.S.

For the three months ended March 31, 2024 contributions totaling $ 45 million were made to the Company’s U.S.

and international pension plans and $ 3 million to its postretirement plans.

Future contributions will depend on market conditions, interest rates and other factors.

3M does not expect the previously disclosed range of $ 100 million to $ 200 million of expected 2024 cash contributions to its U.S.

and international retirement plans to be materially impacted by the April 1, 2024 separation of Solventum (see Note 3).

3M’s annual measurement date for pension and postretirement assets and liabilities is December 31 each year, which is also the date used for the related annual measurement assumptions.

The Company uses interest rate swaps, currency swaps, and forward and option contracts to manage risks generally associated with foreign exchange rate and interest rate fluctuations.

As of March 31, 2024, 3M transferred eligible U.S.

Solventum employees and retirees to new U.S.

defined benefit pension and postretirement plans with the same benefits of their current plans.

The transfer required remeasurement of the plans prior to the calculation of this split.

The net impact of the remeasurement was a decrease of approximately $ 70 million in the non-current liability for pension and postretirement benefits (and corresponding decrease in accumulated comprehensive loss, before deferred taxes).

Assumptions used for this remeasurement included discount rates determined using March 31, 2024 market conditions and calculated using the same methodology as disclosed in Note 14 to the Consolidated Financial Statements in 3M's 2023 Annual Report on Form 10-K.

All other assumptions were consistent with the December 31, 2023 disclosures.

Using this methodology, the Company determined a discount rate of 5.22 % for the U.S.

pension plans and 5.19 % for the U.S.

postretirement benefit plans as of March 31, 2024, which are increases of 0.24 percentage points and 0.25 percentage points, respectively, from the rates used as of December 31, 2023.

This remeasurement did not impact consolidated income for the three months ended March 31, 2024, but will impact net periodic benefit cost for the remainder of 2024.

As of March 31, 2024, there were several small international pension plans remeasured for purposes of transferring Solventum employees to new pension plans, the impact of which was not material.

Supplier Finance Program Obligations

3M or the banks may terminate the agreements with advance notice.

Separately, the banks may have arrangements with the suppliers that provide them the option to request early payment from the banks for invoices confirmed by 3M.

3M's outstanding balances of confirmed invoices in the programs as of March 31, 2024 and December 31, 2023 were approximately $ 280 million and $ 270 million, respectively.

These amounts are included within accounts payable on 3M's consolidated balance sheet.

The Company uses interest rate swaps and forward and option contracts to manage risks generally associated with foreign exchange rate and interest rate fluctuations.

Note 16 to the Consolidated Financial Statements in 3M's 2023 Annual Report on Form 10-K explains the types of derivatives and financial instruments used by 3M, how and why 3M uses such instruments, and how such instruments are accounted for.

7 unchanged sentences

Cash Flow Hedges:

As of September 30, 2023, the Company had a balance of $ 13 million associated with the after-tax net unrealized gain associated with cash flow hedging instruments recorded in accumulated other comprehensive income (loss).

This includes a remaining balance of $ 89 million (after-tax loss) related to forward starting interest rate swap and treasury rate lock contracts, which will be amortized over the respective lives of the underlying notes.

Based on exchange rates as of September 30, 2023, of the total after-tax net unrealized balance as of September 30, 2023, 3M expects to reclassify approximately $ 84 million after-tax net unrealized gain over the next 12 months (with the impact offset by earnings/losses from underlying hedged items).

As of March 31, 2024, the Company had a balance of $ 28 million associated with the after-tax net unrealized loss associated with cash flow hedging instruments recorded in accumulated other comprehensive income (loss).

This includes a remaining balance of $ 85 million (after-tax loss) related to forward starting interest rate swap and treasury rate lock contracts terminated in 2019 concurrent with associated debt issuances, which is being amortized over the respective lives of the underlying notes.

Based on exchange rates as of March 31, 2024 of the total after-tax net unrealized balance as of March 31, 2024, 3M expects to reclassify approximately $ 44 million after-tax net unrealized gain over the next 12 months (with the impact offset by earnings/losses from underlying hedged items).

The amount of pretax gain (loss) recognized in other comprehensive income (loss) related to derivative instruments designated as cash flow hedges is provided in the following table.

1 unchanged sentence

Three months ended

September 30, Nine months ended

September 30,

(Millions) 2024 2023

Foreign currency forward/option contracts $ 61 $ 6

Interest rate contracts — — — —

Total $ 66 $ 173 $ 144 $ 307

Fair Value Hedges:

3M had a fixed-to-floating interest rate swap that was terminated in 2007 with respect to the Company's 30 -year $ 220 million principal amount debenture due in 2028.

As this debt is still outstanding, its carrying value includes the remaining basis adjustment from this discontinued fair value hedge.

The following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for active fair value hedges, as well as remaining amounts for discontinued fair value hedges:

Carrying Value of the Hedged Liabilities Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Value of the Hedged Liabilities

Location on the Consolidated Balance Sheet (Millions)

September 30,

2023 December 31,

2022 September 30,

2023 December 31,

Carrying Value of the Hedged Liabilities Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Value of the Hedged Liabilities

March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023

Long-term debt $ 907 $ 918 $ ( 96 ) $ ( 84 )

Net Investment Hedges:

At September 30, 2023, the total notional amount of foreign exchange forward contracts designated in net investment hedges was approximately 150 million euros, along with a principal amount of long-term debt instruments designated in net investment hedges totaling 1.8 billion euros.

At March 31, 2024, the total notional amount of foreign exchange forward contracts designated in net investment hedges was approximately 150 million euros, along with a principal amount of long-term debt instruments designated in net investment hedges totaling 1.8 billion euros.

The maturity dates of these derivative and nonderivative instruments designated in net investment hedges range from 2024 to 2031.

The amount of gain (loss) excluded from effectiveness testing recognized in income relative to instruments designated in net investment hedge relationships is not material.

The amount of pretax gain (loss) recognized in other comprehensive income (loss) related to derivative and nonderivative instruments designated as net investment hedges are as follows.

The amount of pre-tax gain (loss) recognized in other comprehensive income (loss) related to derivative and nonderivative instruments designated as net investment hedges are as follows.

Pretax Gain (Loss) Recognized as Cumulative Translation within Other Comprehensive Income (Loss)

Three months ended

September 30, Nine months ended

September 30,

(Millions) 2024 2023

9 unchanged sentences

Statement of Income (Loss) Location and Impact of Cash Flow and Fair Value Derivative Instruments and Derivatives Not Designated as Hedging Instruments:

The location in the consolidated statement of income (loss) and pre-tax amounts recognized in income related to derivative instruments designated in cash flow or fair value hedging relationships and for derivatives not designated as hedging instruments are as follows:

Location and Amount of Gain (Loss) Recognized in Income (Loss)

Three months ended September 30, Nine months ended September 30,

Cost of sales Other expense (income), net Cost of sales Other expense (income), net

Three months ended March 31,

Cost of sales Other expense (income), net

(Millions) 2024 2023 2024 2023

Total consolidated financial statement line item amount

$ 4,329 $ 4,613 $ 264 $ 52

Pre-tax amounts recognized in income related to derivative instruments

Information regarding cash flow and fair value hedging relationships:

Total amounts of income and expense line items presented in the consolidated statement of income (loss) in which the effects of derivatives are recorded $ 4,580 $ 4,728 $ 200 $ 24 $ 13,799 $ 14,647 $ 317 $ 112

(Gain) or loss on cash flow hedging relationships:

1 unchanged sentence

Amount of (gain) or loss reclassified from accumulated other comprehensive income (loss) into income

( 29 ) ( 43 ) — —

Interest rate contracts:

Amount of gain or (loss) reclassified from accumulated other comprehensive income into income — — ( 2 ) ( 3 ) — — ( 6 ) ( 7 )

Amount of (gain) or loss reclassified from accumulated other comprehensive income (loss) into income

(Gain) or loss on fair value hedging relationships:

10 unchanged sentences

(Millions) Location Fair Value Amount Location Fair Value Amount

September 30,

2024 December 31,

2022 September 30,

2023 March 31,

2024 December 31,

2022 September 30,

2023 March 31,

2024 December 31,

19 unchanged sentences

Derivatives not subject to master netting agreements are not eligible for net presentation.

For the periods presented, 3M has not received cash collateral from derivative counterparties.

Offsetting of Financial Assets under Master Netting Agreements with Derivative Counterparties

Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements

Gross Amount of Eligible Offsetting Recognized Derivative Liabilities Cash Collateral Received Net Amount of Derivative Assets

(Millions) September 30,

2023 December 31,

2022 September 30,

2023 December 31,

2022 September 30,

2023 December 31,

2022 September 30,

2023 December 31,

Gross Amount of Derivative Assets Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting Recognized Derivative Liabilities Net Amount of Derivative Assets

(Millions) March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023

Derivatives subject to master netting agreements $ 93 $ 84 $ 15 $ 30 $ 78 $ 54

Derivatives not subject to master netting agreements — — — —

Total $ 160 $ 217 $ 141 $ 177

Offsetting of Financial Liabilities under Master Netting Agreements with Derivative Counterparties

Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet Gross Amounts not Offset in the Consolidated Balance Sheet that are Subject to Master Netting Agreements

Gross Amount of Eligible Offsetting Recognized Derivative Assets Cash Collateral Received Net Amount of Derivative Liabilities

(Millions) September 30,

2023 December 31,

2022 September 30,

2023 December 31,

2022 September 30,

2023 December 31,

2022 September 30,

2023 December 31,

Gross Amount of Derivative Liabilities Presented in the Consolidated Balance Sheet Gross Amount of Eligible Offsetting Recognized Derivative Assets Net Amount of Derivative Liabilities

(Millions) March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023

Derivatives subject to master netting agreements $ 114 $ 127 $ 15 $ 30 $ 99 $ 97

Derivatives not subject to master netting agreements — — — —

Total $ 139 $ 142 $ 120 $ 102

Currency Effects:

3M estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax loss by approximately $ 18 million and $ 92 million for the three and nine months ended September 30, 2023, respectively, and increased pre-tax income by approximately $ 43 million and $ 70 million for the three and nine months ended September 30, 2022, respectively.

3M estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax income by approximately $ 26 million and increased pre-tax income by approximately $ 36 million for the three months ended March 31, 2024 and 2023, respectively.

These estimates include transaction gains and losses, including derivative instruments designed to reduce foreign currency exchange rate risks.

1 unchanged sentence

3M follows ASC 820, Fair Value Measurements and Disclosures, with respect to assets and liabilities that are measured at fair value on a recurring basis and nonrecurring basis.

In addition to the information above, refer to Note 15 to the Consolidated Financial Statements in 3M's 2022 Annual Report on Form 10-K for a qualitative discussion of the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis, a description of the valuation methodologies used by 3M, and categorization within the valuation framework of ASC 820.

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis.

Refer to Note 17 to the Consolidated Financial Statements in 3M's 2023 Annual Report on Form 10-K for a qualitative discussion of the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis, a description of the valuation methodologies used by 3M, and categorization within the valuation framework of ASC 820.

The following table provide information by level for assets and liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023.

Fair Value at Fair Value Measurements Using Inputs Considered as

Level 1 Level 2 Level 3

Description (Millions) September 30,

Description (Millions) March 31,

2024 December 31,

2022 September 30,

2023 March 31,

2024 December 31,

2022 September 30,

2023 March 31,

2024 December 31,

2022 September 30,

2023 March 31,

2024 December 31,

1 unchanged sentence

Marketable securities:

Commercial paper $ — $ 213 $ — $ — $ — $ 213 $ — $ —

Certificates of deposit/time deposits $ 56 $ 49 $ — $ — $ 56 $ 49 $ — $ —

5 unchanged sentences

Interest rate contracts 99 88 — — 99 88 — —

The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis in the table above that used significant unobservable inputs (level 3).

Marketable securities — certain U.S.

municipal securities only Three months ended

September 30, Nine months ended

September 30,

(Millions) 2023 2022 2023 2022

Beginning balance $ 27 $ 30 $ 27 $ 30

Total gains or losses:

Included in earnings (losses) — — — —

Included in other comprehensive income (loss) — — — —

Purchases and issuances — — — —

Sales and settlements — — — —

Transfers in and/or out of level 3 — — — —

Ending balance $ 27 $ 30 $ 27 $ 30

Change in unrealized gains or losses for the period included in earnings for securities held at the end of the reporting period — — — —

The Company had no material activity with level 3 assets and liabilities during the periods presented.

In addition, the plan assets of 3M’s pension and postretirement benefit plans are measured at fair value on a recurring basis (at least annually).

1 unchanged sentence

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis:

Disclosures are required for certain assets and liabilities that are measured at fair value, but are recognized and disclosed at fair value on a nonrecurring basis in periods subsequent to initial recognition.

For 3M, such measurements of fair value relate primarily to indefinite-lived and long-lived asset impairments, goodwill impairments, and adjustment in carrying value of equity securities for which the measurement alternative of cost less impairment plus or minus observable price changes is used.

There were no material impairments of assets or adjustments to equity securities using the measurement alternative for the first nine months of 2023 and 2022.

As discussed in Note 15 to the Consolidated Financial Statements in 3M's 2022 Annual Report on Form 10-K, in the third quarter of 2022, management committed to a plan to exit and dispose of net assets in Russia through an intended sale of related subsidiaries and, as a result, recorded this held-for-sale disposal group at the lower of its fair value less cost to sell or carrying amount.

In determining the carrying amount, the balance of cumulative translation adjustment within accumulated other comprehensive loss that would be eliminated upon sale was included and a current liability of approximately $ 50 million was recorded largely representing a reserve against the balance of cumulative translation adjustment.

In the second quarter of 2023, 3M closed on the sale of these subsidiaries, resulting in an immaterial gain after reversing this reserve while reclassifying the balance of cumulative translation adjustment into earnings.

3M had no material measurements at fair value on a nonrecurring basis of applicable assets or liabilities for first quarters of 2024 and 2023.

Fair Value of Financial Instruments :

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Information with respect to the carrying amounts and estimated fair values of these financial instruments follow:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(Millions) Carrying Value Fair Value Carrying Value Fair Value

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For those insured matters where the Company has not recorded an accrued liability because the liability is not probable or the amount of the liability is not estimable, or both, but where the Company has incurred an expense in defending itself, the Company records receivables for the amount of insurance that it concludes as recognizable for the expense incurred.

Impact of Solventum Spin-Off :

On April 1, 2024, the Company completed the planned spin-off of its Health Care business, known as Solventum, as an independent company.

Concurrent with the spin-off, the Company and Solventum entered into various agreements, including transition agreements and a separation and distribution agreement that, among other things, identified the assets to be transferred, the liabilities to be assumed, indemnification and defense obligations, and the contracts to be transferred to Solventum and 3M as part of the spin-off.

In general, and except as noted below and as set forth in the separation and distribution agreement, certain liabilities related to Solventum or the assets that are transferred to Solventum in connection with the spin-off will be retained by or transferred to Solventum.

The separation and distribution agreement governs the allocation of liabilities related to PFAS (as defined below) between the Company and Solventum, which liabilities will not be subject to the general allocation principles otherwise set forth in the separation and distribution agreement.

The Company will retain all PFAS-related liabilities resulting from the business, operations, and activities of (x) the Company’s business (as defined in the separation and distribution agreement) and (y) Solventum’s business (as defined in the separation and distribution agreement) prior to April 1, 2024.

Solventum will retain liability for all PFAS-related liabilities resulting from the business, operations, and activities of its business at or after April 1, 2024, other than liabilities from product claims alleging harm from the presence of PFAS in certain products of Solventum’s business sold at or after April 1, 2024, and prior to January 1, 2026 (subject to exceptions described in further detail below).

The Company will retain liabilities related to site-based PFAS contamination at any real property owned, leased or operated by the Company and liabilities for site-based PFAS contamination arising from third-party claims at sites allocated to the Solventum group in the separation to the extent such liabilities relate to PFAS contamination existing at or prior to April 1, 2024.

Solventum assumes PFAS liabilities from the Solventum sites to the extent resulting from an action taken by any member of the Solventum group following April 1, 2024 or from any failure by Solventum following April 1, 2024, to use commercially reasonable efforts that are consistent with then-current industry standards to avoid contamination.

The Company will also retain PFAS liabilities for product claims (x) arising from the Company’s products, (y) arising from Solventum’s products sold prior to April 1, 2024, and (z) arising from certain products sold by Solventum at or after April 1, 2024, and prior to January 1, 2026 (subject to the exceptions described below).

Clause (z) in the immediately preceding sentence will not extend to PFAS liabilities for product claims resulting from (i) new products introduced by Solventum following April 1, 2024, that contain or are enabled by PFAS that is not supplied by the Company, (ii) products that are modified by Solventum after April 1, 2024, to add, contain or become enabled by PFAS that is not supplied by the Company, or with respect to which any modification made after April 1, 2024, in the formulation or production of the product that changes the amount or type of PFAS contained in the product or the amount or type of PFAS enabling the product, in each case from and after the date of such modification, (iii) PFAS that is added to a Solventum product after it is sold by Solventum and (iv) PFAS that has accumulated in or on a Solventum product as a result of the use of the product (whether or not the product is being used as directed), including through filtration, purification or similar application.

Solventum will be responsible for the maintenance of certain PFAS containment measures at its properties after the effective time of the distribution.

In addition, and consistent with the allocation described above, the Company will retain specifically identified PFAS-related liabilities, including those resulting from specified PFAS-related litigation matters and liabilities under the Company’s settlement agreement with public water systems in the United States, as described below.

The following sections first describe the significant legal proceedings in which the Company is involved, and then describe the liabilities and associated insurance receivables the Company has accrued relating to its significant legal proceedings.

Respirator Mask/Asbestos Litigation:

As of September 30, 2023, the Company is a named defendant, with multiple co-defendants, in numerous lawsuits in various courts that purport to represent approximately 3,980 individual claimants, compared to approximately 4,028 individual claimants with actions pending December 31, 2022.

As of March 31, 2024, the Company is a named defendant, with multiple co-defendants, in numerous lawsuits in various courts that purport to represent approximately 4,060 individual claimants, compared to approximately 4,042 individual claimants with actions pending December 31, 2023.

The vast majority of the lawsuits and claims resolved by and currently pending against the Company allege use of some of the Company’s mask and respirator products and seek damages from the Company and other defendants for alleged personal injury from workplace exposures to asbestos, silica, coal mine dust or other occupational dusts found in products manufactured by other defendants or generally in the workplace.

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The Company’s current volume of new and pending matters is substantially lower than it experienced at the peak of filings in 2003.

The Company expects that filing of claims in the future will continue to be at much lower levels than in the past.

The Company expects that the filing of claims in the future will continue to be at much lower levels than in the past.

Accordingly, the number of claims alleging more serious injuries, including mesothelioma, other malignancies, and black lung disease, will represent a greater percentage of total claims than in the past.

Over the past twenty plus years, the Company has prevailed in fifteen of the sixteen cases tried to a jury (including the lawsuits in 2018 described below).

Over the past twenty plus years, the Company has prevailed in seventeen of the eighteen cases tried to a jury (including the lawsuits described below).

In 2018, 3M received a jury verdict in its favor in two lawsuits – one in California state court in February and the other in Massachusetts state court in December – both involving allegations that 3M respirators were defective and failed to protect the plaintiffs against asbestos fibers.

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The Washington Supreme Court declined to review the matter.

More recently, in November 2023, a jury in Hawaii delivered a complete defense verdict in favor of 3M, concluding that 3M’s 8710 respirator was not a cause of plaintiff’s mesothelioma.

In addition, in February 2024, a jury in Kentucky delivered a complete defense verdict in favor of 3M, concluding that 3M’s 8710 and 8210 respirators that the plaintiff claims to have used were not defective.

In April 2024, another jury in Kentucky returned a complete defense verdict in 3M's favor and concluded that 3M's 8710 respirator that the plaintiff claims to have used was not defective.

The Company has demonstrated in these past trial proceedings that its respiratory protection products are effective as claimed when used in the intended manner and in the intended circumstances.

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Nonetheless, the Company’s litigation experience indicates that claims of persons alleging more serious injuries, including mesothelioma, other malignancies, and black lung disease, are costlier to resolve than the claims of unimpaired persons, and it therefore believes the average cost of resolving pending and future claims on a per-claim basis will continue to be higher than it experienced in prior periods when the vast majority of claims were asserted by medically unimpaired claimants.

Since the second half of 2020, the Company has experienced an increase in the number of cases filed that allege injuries from exposures to coal mine dust;

that increase represents a substantial majority of the growth in case numbers referred to above.

The rate of coal mine dust-related case filings decelerated in 2022 and has stayed significantly lower than in 2021.

In the second half of 2020 and into 2021, the Company experienced an increase in the number of cases filed that allege injuries from exposures to coal mine dust, but the rate of coal mine dust-related case filings decelerated in 2022 and continues to stay significantly lower than in 2021.

3M moved two cases involving over 400 plaintiffs to federal court based on, among others, the Class Action Fairness Act.

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In October 2019, the court granted the State’s motion to sever its unfair trade practices claim, which seeks civil penalties of up to $ 5,000 per violation under the state's Consumer Credit Protection Act relating to statements that the State contends were misleading about 3M’s respirators.

In the first quarter of 2023, a bench trial for the unfair trade practices claims was continued indefinitely.

An expert witness retained by the State has recently estimated that 3M sold over five million respirators into the state during the relevant time period, and the State alleges that each respirator sold constitutes a separate violation under the Act.

In April 2024, the court set a trial date for the unfair trade practices claims in December 2024.

An expert witness retained by the State has estimated that 3M sold over five million respirators into the state during the relevant time period, and the State alleges that each respirator sold constitutes a separate violation under the Act.

3M disputes the expert's estimates and the State's position regarding what constitutes a separate violation of the Act.

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These developments include, but are not limited to, significant changes in (i) the key assumptions underlying the Company’s accrual, including the number of future claims, the nature and mix of those claims, and the average cost of defending and resolving claims and in maintaining trial readiness (ii) trial and appellate outcomes, (iii) the law and procedure applicable to these claims, and (iv) the financial viability of other co-defendants and insurers.

As a result of its review of its respirator mask/asbestos liabilities, of pending and expected lawsuits and of the cost of resolving claims of persons who claim more serious injuries, including mesothelioma, other malignancies, and black lung disease, the Company increased its accruals in the first nine months of 2023 for respirator mask/asbestos liabilities by $ 64 million.

In the first nine months of 2023, the Company made payments for legal defense costs and settlements of $ 67 million related to the respirator mask/asbestos litigation.

As of September 30, 2023, the Company had an accrual for respirator mask/asbestos liabilities (excluding Aearo accruals) of $ 601 million.

As a result of its review of its respirator mask/asbestos liabilities, of pending and expected lawsuits and of the cost of resolving claims of persons who claim more serious injuries, including mesothelioma, other malignancies, and black lung disease, the Company increased its accruals in the first quarter of 2024 for respirator mask/asbestos liabilities by $ 7 million.

In the first quarter of 2024, the Company made payments for legal defense costs and settlements of $ 23 million related to the respirator mask/asbestos litigation.

As of March 31, 2024, the Company had an accrual for respirator mask/asbestos liabilities (excluding Aearo accruals) of $ 558 million.

This accrual represents the Company’s estimate of probable loss and reflects an estimation period for future claims that may be filed against the Company approaching the year 2050.

The Company cannot estimate the amount or upper end of the range of amounts by which the liability may exceed the accrual the Company has established because of (i) the inherent difficulty in projecting the number of claims that have not yet been asserted or the time period in which future claims may be asserted, (ii) the fact that complaints nearly always assert claims against multiple defendants where the damages alleged are typically not attributed to individual defendants so that a defendant’s share of liability may turn on the law of joint and several liability, which can vary by state, (iii) the multiple factors described above that the Company considers in estimating its liabilities, and (iv) the several possible developments described above that may occur that could affect the Company’s estimate of liabilities.

As of September 30, 2023, the Company’s receivable for insurance recoveries related to the respirator mask/asbestos litigation was $ 4 million.

As of March 31, 2024, the Company had an immaterial receivable for insurance recoveries related to the respirator mask/asbestos litigation.

In addition, the Company continues to seek coverage under the policies of certain insolvent and other insurers.

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Bankruptcy Court had stayed the Aearo respirator mask/asbestos litigation matters during the chapter 11 proceedings.

During the voluntary chapter 11 proceedings, 3M's accrual relating to the commitments associated with funding that trust included Aearo respirator mask/asbestos matters.

With the June 2023 dismissal of the Aearo bankruptcy that is described in the Product Liability Litigation section below, the stay of respirator mask/asbestos litigation is no longer in effect.

For additional information, see the discussion within the section Product Liability Litigation with respect to Aearo Technologies Dual-Ended Combat Arms Earplugs.

During the voluntary chapter 11 proceedings, 3M's accrual relating to the commitments associated with funding that trust included Aearo respirator mask/asbestos matters.

However, following the June 2023 dismissal of the Aearo bankruptcy, the Company, through its Aearo subsidiary, had accruals of $ 54 million as of September 30, 2023 for product liabilities and defense costs related to current and future Aearo-related asbestos, silica-related and coal mine dust claims.

As of March 31, 2024, the Company, through its Aearo subsidiary, had accruals of $ 54 million for product liabilities and defense costs related to current and future Aearo-related asbestos, silica-related and coal mine dust claims.

Responsibility for legal costs, as well as for settlements and judgments, is shared in an informal arrangement among Aearo, Cabot, American Optical Corporation and a subsidiary of Warner Lambert and their respective insurers (the “Payor Group”).

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The Company’s operations are subject to environmental laws and regulations including those pertaining to air emissions, wastewater discharges, toxic or hazardous substances, and the handling and disposal of solid and hazardous wastes, which are enforceable by national, state, and local authorities around the world, and many for which private parties in the United States and abroad may have rights of action.

These laws and regulations can form the basis of, under certain circumstances, claims for the investigation and remediation of contamination, for capital investment in pollution control equipment, for restoration of and/or compensation for damages to natural resources, and for personal injury and property damage claims.

The Company has incurred, and will continue to incur, costs and capital expenditures in complying with these laws and regulations, defending personal injury and property damage claims, and modifying its business operations in light of its environmental responsibilities.

The Company has incurred, and will continue to incur, costs and capital expenditures in complying with these laws and regulations, defending personal injury, natural resource, and property damage claims, and modifying its business operations in light of its environmental responsibilities.

In its effort to satisfy its environmental responsibilities and comply with environmental laws and regulations, the Company has established, and periodically updates, policies relating to environmental standards of performance for its operations worldwide.

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Environmental Protection Agency ("EPA")), and international agencies of possible environmental and health effects of various perfluorinated compounds, including perfluorooctanoate ("PFOA"), perfluorooctane sulfonate ("PFOS"), perfluorohexane sulfonic acid ("PFHxS"), perfluorobutane sulfonate ("PFBS"), hexafluoropropylene oxide dimer acid ("HFPO-DA") and other per- and polyfluoroalkyl substances (collectively, "PFAS").

As a result of a phase-out decision in May 2000, the Company no longer manufactures certain PFAS compounds including PFOA, PFOS, PFHxS, and their pre-cursor compounds.

As a result of a phase-out decision in May 2000, the Company no longer manufactures certain PFAS compounds including PFOA, PFOS, PFHxS, and their precursor compounds.

The Company ceased manufacturing and using the vast majority of those compounds within approximately two years of the phase-out announcement and ceased all manufacturing and the last significant use of those compounds by the end of 2008.

The Company continues to manufacture a variety of shorter chain length PFAS compounds, including, but not limited to, pre-cursor compounds to PFBS.

The Company continues to manufacture a variety of shorter chain length PFAS compounds, including, but not limited to, precursor compounds to PFBS.

These compounds are used as input materials to a variety of products, including engineered fluorinated fluids, fluoropolymers and fluorelastomers, as well as surfactants, additives, and coatings.

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and working to discontinue the use of PFAS across its product portfolio by the end of 2025.

3M is progressing toward exiting all PFAS manufacturing by the end of 2025.

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.

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

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

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

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

3M has made progress in eliminating the use of PFAS across its product portfolio in a variety of applications.

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.

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 materials 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.

In other cases, regulatory approval, 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.

With respect to PFAS-containing materials 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.

PFAS Regulatory and Legislative Activity

Regulatory and legislative activities concerning PFAS are accelerating in the United States, Europe and elsewhere, and before certain international bodies.

These activities include gathering of exposure and use information, risk assessment activities, consideration of regulatory approaches, and increasingly strict restrictions on various uses of PFAS in products and on PFAS in manufacturing emissions and environmental media, in some cases moving towards non-detectable limits for certain PFAS compounds.

Regulations of PFAS in emissions and in environmental media such as soil and water (including drinking water) are being set at levels that continue to decrease.

Global regulations also appear to be increasingly focused on a broader group of PFAS and may include those PFAS compounds used in current 3M products or generated as byproducts or degradation products from production processes.

If such activity continues, including if regulations become final and enforceable, 3M may incur material costs to comply with new regulatory requirements or as a result of litigation or additional enforcement actions.

These activities include gathering of exposure and use information, risk assessment activities, and increasingly stringent restrictions on various uses of PFAS in products and on PFAS in manufacturing emissions and environmental media, in some cases moving towards non-detectable limits for certain PFAS compounds.

Regulatory limits for PFAS in emissions and in environmental media such as soil and water (including drinking water) are being set at increasingly low levels.

Global regulations also appear to be increasingly focused on a broader group of PFAS, including PFAS compounds manufactured by 3M, used in current 3M products or generated as byproducts or degradation products from certain 3M production processes.

Finally, in certain jurisdictions, legislation is being considered that, if enacted, might authorize the recovery from individuals or entities costs alleged to have been imposed on the jurisdiction's healthcare system, as well as related costs.

If such activity continues, including as regulations become final and enforceable, 3M may incur material costs to comply with new regulatory requirements or as a result of regulation-related litigation or additional enforcement actions.

Such regulatory changes may also have an impact on 3M’s reputation and may also increase its costs and potential litigation exposure to the extent legal defenses rely on regulatory thresholds, or changes in regulation influence public perception.

Given divergent and rapidly evolving regulatory drinking water and other environmental standards, there is currently significant uncertainty about the potential costs to industry and communities associated with remediation and control technologies that may be required.

In the European Union, where 3M has PFAS manufacturing facilities in countries such as Germany and Belgium, recent regulatory activities have included both preliminary and on-going work on various restrictions of PFAS or certain PFAS compounds under the EU’s Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH") and the EU’s Persistent Organic Pollutants ("POPs") Regulation.

In the European Union, where 3M has PFAS manufacturing facilities in Germany and Belgium, recent regulatory activities have included various proposed and enacted restrictions of PFAS or certain PFAS compounds, including under the EU’s Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH") and the EU’s Persistent Organic Pollutants ("POPs") Regulation.

PFOA, PFOS and PFHxS (and their related compounds) are listed under several Annexes of the POPs Regulation, resulting in a ban in manufacture, placing on the market and use as well as some waste management requirements of these substances in EU Member States.

These substances have also been listed in the Stockholm Convention, which has been ratified by more than 180 countries and aims for global elimination of certain listed substances (with narrow exceptions).

In February 2023, an EU-wide restriction on the manufacturing, use, placing on the market and import of certain perfluorocarboxylic acids (C9-C14 PFCAs), which are PFAS substances, went into effect.

In February 2023, the European Chemicals Agency published the proposal it received in January 2023 from the national authorities of Germany, Denmark, the Netherlands, Norway and Sweden to restrict PFAS under the European Union’s chemicals regulation.

The proposal aims to restrict the manufacture, placing on the market and use of PFAS under REACH, subject to certain exceptions.

In March 2023, the six-month consultation phase on the PFAS Restriction Proposal started and, in September 2023, the Company submitted comments to the proposal.

Depending on the timing, scope and obligations contained in any final rule, PFAS manufacturers and manufacturers of PFAS containing products including 3M Belgium could incur additional costs and potential exposures, including future compliance costs, possible litigation and/or enforcement actions.

Effective January 2023, the EU Food Contaminants Regulation targeting four PFAS (PFOS, PFOA, perfluorononanoic acid ("PFNA"), and PFHxS) in foodstuff (eggs and animal derived meat) prohibits the sale in all member states of foods containing levels of these chemicals exceeding the regulatory thresholds.

As member states implement the regulation, Dyneon, a 3M subsidiary that operates the Gendorf facility in Germany, in coordination with local authorities and farmers, has proposed a pilot program of food sampling to determine if any remedial action is necessary.

Further sampling and assessment of results is ongoing.

The EU regulates PFAS in drinking water via a Drinking Water Directive, which includes a limit of 0.1 micrograms per liter (µg/l) (or 0.1 parts for billion (ppb)) for a sum of 20 PFAS in drinking water.

In February 2023, an EU-wide restriction on the manufacturing, use, placing on the market and import of certain perfluorocarboxylic acids (C9-C14 PFCAs), which are PFAS substances, also went into effect.

With respect to the applicability of the amendment of the EU POPs Regulation to include PFOA, which has been applicable since 2021, Dyneon, a 3M subsidiary that operates the Gendorf facility in Germany, proactively consulted with the relevant German competent authority regarding improvements necessary to meet applicable limits for a recycling process for a critical emulsifier for which small amounts of PFOA are present after recycling as an unintended contaminant.

In consultation with German regulatory authorities, to achieve the applicable limits for the use of the emulsifier until the exit of PFAS manufacturing, Dyneon has started to use a method containing a mix of recycled and virgin emulsifier.

In February 2023, the European Chemicals Agency published a proposal to restrict the manufacture, placing on the market and use of PFAS under REACH, subject to certain proposed exceptions.

In March 2023, the six-month consultation phase on the PFAS Restriction Proposal started and, in September 2023, the Company submitted comments on the proposal.

Depending on the timing, scope and obligations contained in any final restriction, PFAS manufacturers and manufacturers of PFAS-containing products including 3M could incur additional costs and potential exposures, including costs of having to discontinue or modify products, future compliance costs, possible litigation and/or enforcement actions.

As member states implement the regulation, Dyneon, in coordination with local authorities and farmers, has proposed a pilot program of food sampling to determine if any remedial action is necessary.

Sampling and further assessment of results is ongoing.

The EU regulates PFAS in drinking water via a Drinking Water Directive, which includes a limit of 0.1 micrograms per liter (µg/l) (or 0.1 parts per billion (ppb)) for a sum of 20 PFAS in drinking water.

January 2023 was the deadline for Member States to implement the Directive in their countries.

A majority of Member States have adopted the EU Directive.

A majority of Member States have implemented the EU Directive.

Some Member States, including Germany, adopted more restrictive limits for certain PFAS substances.

Dyneon has a recycling process for a critical emulsifier from which small amounts of PFOA are present after recycling, as an unintended and unavoidable byproduct of certain earlier process steps.

With respect to the applicability of the amendment of the EU POPs Regulation with PFOA applicable since 2021, Dyneon proactively consulted with the relevant German competent authority regarding process improvements necessary to meet applicable limits until the process is phased out in accordance with the Company’s announced exit from the manufacture of PFAS.

Dyneon and the predecessor operators of the Gendorf facility have commissioned a voluntary feasibility study by an independent soil consultant and shared with the competent authority the initial study including soil management concept related to the Chemical Park in which Dyneon and other companies operate their plants.

Dyneon and the predecessor operators of the Gendorf facility have commissioned a voluntary feasibility study by an independent soil consultant.

The study discusses the feasibility of various options to treat PFOA in soil and groundwater as well as associated costs and the environmental impact of such treatment or disposal.

The study has been shared with the competent authority.

3M Belgium, a subsidiary of the Company, has been working with the Public Flemish Waste Agency ("OVAM") for several years to investigate and remediate historical PFAS contamination at and near the 3M Belgium facility in Zwijndrecht, Antwerp, Belgium.

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3M Belgium testified at Flemish parliamentary committee hearings in September and December 2021 on PFAS-related matters.

The Flemish Parliament, the Minister of the Environment, and regulatory authorities initiated investigations and demands for information related to the release of PFAS from the Zwijndrecht facility.

The Company has cooperated with the authorities in the investigations and information requests and is working with the authorities on an ongoing basis, as they continue to maintain oversight of 3M Belgium’s operations at the Zwijndrecht facility, including, among others, wastewater discharge, emissions, soil remediation and environmental law compliance, as further discussed below.

Safety measures – wastewater discharge .

With respect to wastewater discharge at 3M Belgium's Zwijndrecht facility, the most recent developments include the following:

3M Belgium has applied for a modification of the water discharge permit to add parameters for certain short chain PFAS, In September 2023, the permitting authority rejected the application to add the additional short chain PFAS to 3M Belgium's discharge permit.

3M Belgium is evaluating the potential impact of this action and potential next steps.

3M Belgium cannot at this time predict the outcome of any potential appeal on discharge limits for short chain PFAS and is therefore unable to assess whether the current Zwijndrecht wastewater treatment system, or currently conceived additional treatment technology, will meet any discharge limits imposed with respect to manufacturing at the Zwijndrecht facility.

It is possible that additional actions will be required to reduce the source of the PFAS for which no limit is provided in the permit or that the wastewater treatment system will be unable to meet future discharge limits.

If 3M Belgium is unable to meet discharge limits for short chain PFAS, such development could have a significant adverse impact on 3M Belgium's normal operations and the Company's businesses that receive products and other materials from the Zwijndrecht facility, some of which may not be available or in similar quantities from other 3M facilities, which could in turn impact these businesses' ability to fulfill supply obligations to their customers.

As discussed in greater detail below, the Flemish Parliament, the Minister of the Environment, and regulatory authorities initiated investigations and demands for information related to the release of PFAS from the Zwijndrecht facility.

3M Belgium has cooperated with the authorities with respect to the investigations and information requests and is working with the authorities on an ongoing basis.

Short-chain PFAS compounds in wastewater:

As previously disclosed, in August 2021, the Flemish Government served 3M Belgium with a safety measure requiring the capture of certain process wastewaters to prevent their entry into the site wastewater treatment plant.

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In October 2021, the Province of Antwerp unilaterally adopted lower discharge limits for the nine PFAS compounds specifically identified in the water discharge permit for the Zwijndrecht facility and added a special condition that essentially prohibits discharge of any PFAS chemistry without a specific limit in the permit.

3M Belgium received a new two-year permit in May 2022 which contains strict new limits for 24 different PFAS, effective July 1, 2022.

3M Belgium believes that the recently installed additional control systems will enable it to meet these limits.

3M Belgium received a new two-year permit in May 2022 which contained strict limits for 24 different PFAS, effective July 1, 2022.

3M Belgium installed additional control systems that it believes allows the system to meet those limits.

During 2022, 3M Belgium identified certain short chain PFAS compounds in the wastewater from the Zwijndrecht facility and shared the results with the Inspectorate.

The compounds at issue did not have specific discharge limits in the applicable wastewater discharge permit, however according to Belgian authorities a special condition in the environmental permit prohibits detectable discharge of PFAS compounds that do not have a specific discharge limit in the permit.

In December 2022, 3M Belgium received an official infraction report from the Flemish Environmental Inspectorate regarding the discharge of certain short chain PFAS compounds in wastewater from the Zwijndrecht facility.

3M Belgium previously identified these compounds and shared the results with the Inspectorate.

The compounds at issue do not have specific discharge limits in the applicable wastewater discharge permit, and the infraction report references a special condition in the permit that prohibits detectable discharge of PFAS compounds that do not have a specific discharge limit in the permit.

3M Belgium disagrees with the Inspectorate’s interpretation of the special condition and the time period permitted for compliance with it.

Moreover, 3M Belgium instituted a capturing process to reduce or prevent wastewaters containing short chain PFAS identified in the infraction report from entering the treatment system or its discharge.

3M Belgium notified the Inspectorate that complying with the special condition means ceasing the legally required extraction and treatment of contaminated groundwater.

3M Belgium notified the Inspectorate that complying with the special condition would mean ceasing the legally required extraction and treatment of contaminated groundwater.

The Inspectorate acknowledged this fact but insisted that 3M Belgium continue to extract and treat groundwater.

Groundwater treatment continues, and 3M Belgium will continue its efforts to comply with the special condition and to minimize discharge of all PFAS, including the PFAS identified in the infraction report.

In February 2023, 3M Belgium applied for a modification of the water discharge permit to add parameters for certain short chain PFAS.

In September 2023, the permitting authority rejected the application to add the additional short chain PFAS to 3M Belgium's discharge permit.

3M Belgium has appealed this decision.

In February 2024, 3M Belgium submitted a new permit application which includes ultra-short chain PFAS under the plant’s integrated environmental permit.

In turn, 3M Belgium withdrew its appeal of the rejection of the previously submitted permit modification.

A negative development relating to the facility's integrated environmental permit could have an adverse impact on 3M Belgium's normal operations and the Company's businesses that receive products and other materials from the Zwijndrecht facility, some of which may not be available or in similar quantities from other 3M facilities.

3M Belgium cannot at this time predict whether the current Zwijndrecht wastewater treatment system, or currently conceived additional treatment technology, will meet any discharge limits imposed with respect to manufacturing at the Zwijndrecht facility.

Safety measure – emissions:

With respect to emissions at 3M Belgium's Zwijndrecht facility, the most recent developments include the following:

In July 2023, the Flemish Environmental Inspectorate issued an infraction report stating the actions taken by 3M Belgium to address a September 2022 infraction report are insufficient to ensure all necessary measures to reduce dust formation from the facility.

3M Belgium has implemented additional control measures to address potential dust formation and is working to outline further actions to reduce potential dust formation.

Also in the third quarter of 2023, the Flemish authorities responsible for maintaining oversight of 3M Belgium's operations at the Zwijndrecht facility requested analyses of the projected cumulative impacts of continued PFAS-related manufacturing (rather than the analysis previously accepted on a process-by-process basis).

In September 2023, the authorities expressed concerns based upon new information from the process identified in the September 2022 infraction report and stated their intention to investigate compliance with the emission safety measure further.

As previously disclosed in the Company’s Form 8-K, 3M Belgium on September 22, 2023 idled all PFAS manufacturing processes at the Zwijndrecht facility in response to the actions by the Flemish authorities.

Subsequently, in September 2023, the Flemish Environmental Inspectorate issued an infraction report to 3M Belgium and instructed that all PFAS-related manufacturing processes at the Zwijndrecht facility be suspended until specifically approved due to emissions of certain PFAS molecules from the Zwijndrecht facility.

Discussions with the Flemish authorities regarding the infraction report and future operations at the Zwijndrecht facility continue and 3M Belgium is evaluating whether there may be options to restart the idled PFAS manufacturing processes, as well as other options to further accelerate the discontinuance of all PFAS manufacturing at its Zwijndrecht facility.

A review by 3M Belgium of the underlying facts related to the manufacturing processes cited by the Environmental Inspectorate is also underway.

In addition, although 3M Belgium has not received notice of any official action, recent statements by the Flemish Minister of the Environment to the effect that the government will review the integrated environmental permit for the Zwijndrecht manufacturing site suggests the potential for action that would affect that permit.

The integrated environmental permit is essential for the Zwijndrecht site’s overall manufacturing and processing operations.

A negative development in the discussions with the Flemish authorities regarding resumption of PFAS manufacturing at the Zwijndrecht facility or a negative action relating to the facility's integrated environmental permit, could have a significant adverse impact on 3M Belgium’s normal operations and the Company's businesses that receive products and other materials from the Zwijndrecht facility, some of which may not be available or in similar quantities from other 3M facilities, which could in turn impact those businesses’ ability to fulfill supply obligations to their customers.

As previously disclosed, in October 2021, the Flemish environmental enforcement agency issued a new safety measure that prohibits, with limited exceptions, all emissions of all forms of PFAS from the facility unless and until specifically approved on a process-by-process basis.

3M Belgium thereupon commenced an appeal process to the Council of State, seeking, among other things, urgent suspension of the safety measure during the pendency of the appeal process.

At the same time, 3M Belgium complied with the safety measure by idling the affected production at the facility.

The Council of State declined to grant urgent suspension of the safety measure.

3M Belgium established a regular cadence of meetings with the relevant authorities to review restart of specific PFAS-related production processes.

The agency subsequently clarified that the safety measure applies to release of PFAS into water, and as such, reviews have been expanded as requested.

As previously disclosed, in October 2021, the Flemish environmental enforcement agency issued a safety measure prohibiting, with limited exceptions, all emissions of all forms of PFAS from the facility unless specifically approved on a process-by-process basis.

3M Belgium appealed the safety measure to the Belgian Council of State, while also complying with the safety measure by idling the affected production at the facility.

The agency subsequently clarified that the safety measure also applies to release of PFAS into water, and as such, reviews have been expanded as requested.

In mid-2022 Flemish authorities approved the restart of key production processes.

3M Belgium continued to conduct required monitoring and reporting activities.

In September 2022, the environmental enforcement agency issued an infraction report alleging that 3M Belgium had not "fully complied" with the safety measure in the operation of certain production lines because it had not received a required report regarding safety of the operation.

These reports were submitted in late 2023.

In October 2022, 3M Belgium received a report from the Flemish Inspectorate regarding certain health and safety issues noted during inspections of the Zwijndrecht facility in March 2022, alleging certain related deficiencies, some dating back to 2010.

In December 2022, 3M Belgium provided the Inspectorate with responses to the allegations, including plans and timelines for compliance where applicable, and plans to continue to inform the Inspectorate on corrective actions to be taken.

As of July 2022, the authorities had approved the restart of key production processes and 3M Belgium continues to conduct required monitoring and reporting activities.

Those production lines were determined to require approval under the provisions of the safety measure.

Notice of default – environmental law compliance (soil remediation) .

With respect to soil remediation and environmental law compliance at 3M Belgium's Zwijndrecht facility, the most recent developments include the following:

As part of ongoing soil remediation activities related to the Zwijndrecht facility, OVAM has required required 3M Belgium to submit descriptive soil investigation ("DSI").

In February 2023, OVAM rejected a DSI submitted by 3M Belgium, required that a new DSI be submitted by the end of March, and also required that 3M Belgium propose a plan to implement additional precautionary measures for individuals living in designated areas near the Zwijndrecht plant.

At the end of March 2023, 3M Belgium submitted a revised DSI, along with a document identifying proposed precautionary measures that were subsequently approved by OVAM.

3M Belgium also appealed the rejection of the DSI.

In May 2023, OVAM confirmed the main findings of the resubmitted DSI for certain zones and set an October 2023 deadline to submit a remedial action plan related to these zones.

3M Belgium submitted two additional DSIs in May 2023 for areas around the Zwijndrecht plant, both of which were rejected by OVAM.

3M Belgium has appealed the rejection of these DSIs and intends to submit a consolidated DSI for all zones, and 3M Belgium has submitted a remedial master plan for approval.

Although 3M Belgium proposed altering the October 1, 2023 deadline for the submission of certain additional DSI(s) and remedial action plans (RAP), the Flemish government informed 3M Belgium in late September 2023 that the plans were to be submitted by October 1, 2023.

3M Belgium was unable to meet the October 1, 2023 deadline, given the complexity of the issues involved and the short notice received from the Flemish government that the deadline for submission would not be extended.

3M Belgium informed the authorities that it could not meet the October 1, 2023 deadline but is continuing to work with external consultants to prepare additional DSI(s) and RAP for submission.

Separately, in December 2022, the Flemish Cabinet took steps to implement an executive action (the “Site Decision”) designed to expand 3M’s remedial obligations around the Zwijndrecht site.

In July 2023, the Environmental Inspectorate issued an infraction report stating the actions taken by 3M Belgium to address the September 2022 infraction report were insufficient to reduce dust formation from the facility.

3M Belgium implemented additional control measures to address potential dust formation and is working to outline further actions to reduce potential dust formation.

In the third quarter of 2023, Flemish authorities responsible for maintaining oversight of 3M Belgium's operations at the Zwijndrecht facility requested analyses of the projected cumulative impacts of continued PFAS-related manufacturing (rather than the analysis previously accepted on a process-by-process basis).

As previously disclosed in the Company’s Form 8-K, on September 22, 2023, 3M Belgium idled all PFAS manufacturing processes at the Zwijndrecht facility as instructed by the Flemish authorities.

Subsequently, in September 2023, the Environmental Inspectorate issued an infraction report to 3M Belgium and instructed 3M Belgium to discontinue PFAS-related operations until specifically authorized to continue.

3M Belgium complied and then submitted a plan to accelerate the phase out of its PFAS-related production processes at the Zwijndrecht site.

In December 2023, Flemish authorities gave 3M Belgium approval to complete a PFAS-related production process for existing raw materials.

In January 2024, 3M Belgium also received approval from the relevant Flemish authorities to process existing quantities of intermediate and byproduct materials at the facility.

Soil remediation and environmental law compliance

Flemish government actions and Remediation Agreement.

As previously disclosed, in September 2021, the Flemish Region issued a notice of default alleging violations of environmental laws and seeking PFAS-related information, indemnity and a remediation plan for soil and water impacts due to PFAS originating from the Zwijndrecht facility.

3M responded to the notice of default, announced plans to invest in actions related to the Zwijndrecht community and, in July 2022, 3M Belgium and the Flemish Government announced an agreement (the “Remediation Agreement”) in connection with the Zwijndrecht facility.

Pursuant to the Remediation Agreement, 3M Belgium, among other things, committed an aggregate of € 571 million, including enhancements to site discharge control technologies, support for qualifying local commercial farmers impacted by restrictions on sale of agricultural products, ongoing off-site descriptive soil investigation, amounts to address certain identified priority remedial actions (which may include supporting additional actions as required under the Flemish Soil Decree), funds to be used by the Flemish Government in its sole discretion in connection with PFAS emissions from the Zwijndrecht facility, and support for the Oosterweel Project in cash and support services.

The agreement contains certain provisions ending litigation and providing certain releases of liability for 3M Belgium, while recognizing that the Flemish Government retains its authority to act in the future to protect its citizenry, as specified in the agreement.

In connection with these actions, the Company recorded a pre-tax charge of approximately $ 500 million in the first half of 2022.

Soil remediation .

Consistent with Flemish environmental law, descriptive soil investigations (“DSI”) have been carried out to assess areas of potential PFAS contamination that may require remediation.

An accredited third-party soil remediation expert has conducted these DSIs.

3M Belgium submitted a consolidated DSI for long-chain PFAS in December 2023, as required, and is developing an additional DSI relating to short-chain PFAS.

The accredited third-party soil remediation expert is developing a Remedial Action Plan based on the Flemish authorities' validation of the consolidated DSI submitted in December 2023.

3M Belgium representatives continue to have discussions with the relevant authorities regarding further soil remedial actions in connection with the Flemish Soil Decree.

Changes to Flemish Soil Decree .

In December 2022, the Flemish Cabinet took steps to implement an executive action (the “Site Decision”) designed to expand 3M Belgium’s remedial obligations around the Zwijndrecht site.

On March 31, 2023, the Site Decision was fully approved by the Flemish Cabinet and the Site Decision was published in April 2023.

While the full impact of the Site Decision remains to be determined, it appears to establish a remediation zone within 5 kilometers of Zwijndrecht, and may create a presently undetermined amount of additional financial and remedial obligations for 3M Belgium.

While the full impact of the Site Decision remains to be determined, it appears to establish conditional obligations within 5 kilometers of Zwijndrecht and may create a presently undetermined amount of additional financial and remedial obligations for 3M Belgium.

In June 2023, 3M Belgium submitted a petition for annulment of the Site Decision to the Belgian Council of State.

In September 2023, the Flemish government submitted its response to the petition.

3M Belgium intends to submit a final submission responding to the Flemish government’s arguments in November 2023.

The Flemish government also indicated that the Netherlands and other parties would seek to intervene in the annulment proceeding.

In September 2021, 3M responded to the notice of default and announced a plan to invest up to 125 million euros in the next three years in actions related to the Zwijndrecht community, including support for local commercial farmers impacted by restrictions on sale of agricultural products, and enhancements to site discharge control technologies.

3M is also committed to payment for ongoing off-site descriptive soil investigation and appropriate soil remediation.

In March 2022, the Company announced an investment of 150 million euros to advance remedial actions to address legacy PFAS previously produced at the Zwijndrecht facility.

An accredited third-party soil remediation expert has progressed towards a remedial action plan based on a descriptive soil investigation that would help inform 3M Belgium’s remedial actions onsite and in certain surrounding areas.

3M Belgium representatives continue to have discussions with the relevant authorities regarding further soil remedial actions in connection with the Flemish Soil Decree, which requires both public authorities and private parties to remediate contaminated soil and groundwater in Flanders.

Various proposed amendments to the soil decree are pending, including a proposal to allow OVAM to require financial security for remediation work and a proposal to impose a percentage of the cost of remediating river sediment on various parties while requiring financial assurance for such work.

In July 2022, 3M Belgium and the Flemish Government announced an agreement in connection with the Zwijndrecht facility.

Pursuant to the agreement, 3M Belgium, among other things, committed an aggregate of 571 million euros, which includes the previous commitments described above.

In aggregate, the commitment includes enhancements to site discharge control technologies, support for qualifying local farmers, amounts to address certain identified priority remedial actions (which may include supporting additional actions as required under the Flemish Soil Decree), funds to be used by the Flemish Government in its sole discretion in connection with PFAS emissions from the Zwijndrecht facility, and support for the Oosterweel Project in cash and support services.

The agreement contains certain provisions ending current litigation and providing certain releases of liability for 3M, while recognizing that the Flemish Government retains its authority to act in the future to protect its citizenry, as specified in the agreement.

In connection with these actions, the Company recorded a pre-tax charge of approximately $ 500 million in the first half of 2022, with approximately $ 355 million in the second quarter of 2022.

Litigation and investigations

As of September 30, 2023, a total of eight actions against 3M Belgium are pending in Belgian civil courts, and 3M Belgium has received pre-litigation notices from individuals in Belgium indicating potential claims.

The pending cases include claims by neighboring and other companies for alleged soil and wastewater or rainwater contamination with PFAS;

and tort liability claims and an environmental injunction procedure by environmental NGOs and several hundred individuals.

While most of the actions are in early stages, one of the actions, brought by a family living near the 3M Belgium plant, had a hearing in February 2023 and, in May 2023, the presiding judge awarded provisional damages in the amount of 500 euros each to four family members, and denied other damages.

Another case, involving an environmental injunction procedure, was brought by environmental NGOs originally against 3M Belgium’s contractors and later against 3M Belgium and seeks to accelerate the descriptive soil investigation and remediation process.

In May 2023, the court denied the environmental injunction claim, subject to appeal.

Separately, as previously disclosed, the Company is aware that certain residents of Zwijndrecht and non-governmental organizations filed a criminal complaint with an Antwerp investigatory judge against 3M Belgium, alleging it had unlawfully abandoned waste in violation of its environmental care obligations.

3M Belgium filed its final submission responding to the Flemish government’s arguments in November 2023.

Various parties purporting to have an interest in the proceeding, including the government of the Netherlands, have intervened and have submitted arguments supporting the Site Decision.

In July 2023, the Flemish government approved another executive action establishing a temporary action framework that sets soil and groundwater values for evaluation of remediation of PFAS.

While the full impact of the temporary action framework remains to be determined, its use of the values in the EU Drinking Water Directive for remediation of groundwater, regardless of whether the groundwater would be used for drinking water, may create a presently undetermined amount of additional financial and remedial obligations for 3M Belgium.

In December 2023, 3M Belgium submitted a petition for annulment of the temporary action framework to the Belgian Council of State.

In March 2024, an entity involved in construction of the Oosterweel Project delivered a Notice of Default to 3M Belgium alleging entitlement to compensation or actions by 3M Belgium.

3M Belgium is assessing the notice and cannot at this time predict the outcome of this notice.

Various additional proposed amendments to the Flemish Soil Decree are pending, including a proposal to allow OVAM to require financial security for remediation work and a proposal to impose a percentage of the cost of remediating river sediment on various parties while requiring financial assurance for such work.

Pending or potential litigation and investigations

As of March 31, 2024, a total of sixteen actions against 3M Belgium are pending in Belgian civil courts.

3M Belgium has also received pre-litigation notices from individuals and entities in Belgium indicating potential claims.

The pending cases include claims by individuals, municipalities, and other entities for alleged soil and wastewater or rainwater contamination with PFAS, nuisance, tort liability, personal injury and for an environmental injunction.

In December 2023, 3M Belgium, 3M Company and several additional 3M entities were named in a lawsuit naming approximately 1,400 individuals as plaintiffs.

The suit involves claims for defective products, liability for unlawful acts, and alleges liability of 3M entities as directors and/or shareholders of 3M Belgium, among other claims.

An introductory hearing in the case is set for later in 2024.

While most of the actions are in early stages, one of the actions resulted in an award of provisional damages of 500 euros to each of four family members who live near the Zwijndrecht site.

Approximately 1,400 individuals have petitioned to intervene in a second "follow-on action" alleging primarily nuisance claims.

The Belgian court has not yet determined that the interventions will be permitted.

A hearing in the case is scheduled for November 2024.

The Netherlands .

In May 2023, the government of the Netherlands sent 3M Belgium a notice of liability stating it holds 3M Belgium liable for damages related to alleged PFAS contamination in the Netherlands.

The notice purports to identify claims by the Dutch government and references potential damages to other parties.

3M Belgium has met, and intends to continue to meet, with representatives of the Dutch government to discuss the notice and with parties the Dutch government may represent.

Certain private groups in the Netherlands have indicated that they may bring legal claims on behalf of one or more parties for purported damages allegedly caused by PFAS.

Investigations .

As previously disclosed, the Company is aware that certain residents of Zwijndrecht and non-governmental organizations filed a criminal complaint with an Antwerp investigatory judge against 3M Belgium, alleging it had unlawfully abandoned waste in violation of its environmental care obligations, among other allegations.

Certain additional parties reportedly joined the complaint.

3M Belgium has not been served with any such complaint.

3M Belgium has been cooperating with the investigation regarding this complaint, including document and interview requests from the federal judicial police, and additional information requested by the authorities.

In May 2023, the Netherlands government sent 3M Belgium a notice of liability stating it holds 3M Belgium liable for damages related to alleged PFAS contamination in the Netherlands.

The notice purports to identify claims by the Netherlands government and references potential damages to other parties.

3M Belgium has met, and intends to continue to meet, with the Netherlands government to discuss the notice.

3M Belgium has also met with representatives of some of the private parties involved, which have indicated they may separately pursue claims, including purported class action claims.

3M Belgium has been cooperating with the investigation.

United States:

Federal Activity

In the United States, the EPA has developed human health effects documents summarizing the available data studies of various PFAS, including PFOA and PFOS.

In October 2021, EPA released its “PFAS Strategic Roadmap:

EPA's Commitments to Action 2021-2024,” which presents EPA’s approach to PFAS, including investing in research to increase the understanding of PFAS, pursuing a comprehensive approach to proactively control PFAS exposures to humans and the environment, and broadening and accelerating the scope of clean-up of PFAS in the environment.

In June 2022, EPA released new final lifetime health advisory levels for PFBS (2,000 ppt) and HFPO-DA and its salts (“GenX”) (4 ppt), and new interim lifetime health advisory levels for PFOA (.004 ppt) and PFOS (.02 ppt).

Lifetime health advisories are intended to provide information about concentrations of drinking water contaminants at which adverse health effects are not expected to occur over the specified exposure duration.

In March 2023, EPA published proposed national primary drinking water standards for six PFAS – PFOA, PFOS, PFBS, PFHxS, PFNA, and HFPO-DA, along with an economic analysis including purported estimated costs of the proposed rule.

For PFOA and PFOS, EPA has proposed a drinking water standard of 4 ppt.

For the other four PFAS, EPA is proposing to adopt for the first time a drinking water standard based on a “hazard index” approach, under which the levels of those four compounds, if detected, would be input into an EPA-provided formula to determine whether they exceed EPA's cumulative risk threshold.

3M submitted comments on EPA’s proposal in May 2023.

EPA has indicated that final rules will be published in January 2024.

If the proposed drinking water standards are finalized, 3M could incur additional costs and potential exposures, including future compliance costs, possible litigation and/or enforcement actions.

In the United States, the EPA's “PFAS Strategic Roadmap:

EPA's Commitments to Action 2021-2024” presents EPA’s regulatory approach to PFAS, including investing in research to increase the understanding of PFAS, pursuing a comprehensive approach to proactively control PFAS exposures to humans and the environment, and broadening and accelerating the scope of clean-up of PFAS in the environment.

With respect to drinking water, in April 2024, EPA announced final drinking water standards for five individual PFAS – PFOA (4 ppt), PFOS (4 ppt), PFHxS (10 ppt), PFNA (10 ppt), and HFPO-DA (10 ppt).

EPA also set a drinking water standard for a combination of four PFAS - PFHxS, PFNA, HFPO-DA and PFBS - in drinking water, which is based on a “hazard index” approach.

Public drinking water suppliers in the United States will have five years to meet the limits.

Various federal agencies in the United States also have been researching and publishing information about the potential health effects of PFAS.

In May 2021, the U.S.

Agency for Toxic Substances and Disease Registry ("ATSDR") within the Department of Health and Human Services finalized a Toxicological Profile for certain PFAS that established minimal risk levels ("MRLs") for PFOS, PFOA and several other PFAS.

Agency for Toxic Substances and Disease Registry ("ATSDR") within the Department of Health and Human Services finalized a Toxicological Profile that established minimal risk levels ("MRLs") for PFOS, PFOA and several other PFAS.

An MRL is an estimate of the daily human exposure to a hazardous substance that is likely to be without appreciable risk of adverse non-cancer health effects over a specified duration of exposure.

MRLs establish a screening level and are not intended to define cleanup or action levels for ATSDR or other agencies.

In May 2022, EPA added five PFAS substances – HFPO-DA, PFOS, PFOA PFNA, and PFHxS - to its list of Regional Screening and Removal Management Levels based on the May 2021 MRLs.

EPA has also issued final human health toxicity assessments for certain PFAS, including PFBS and HFPO-DA.

Those assessments identify the levels at which the EPA has determined exposures over various periods of time are unlikely to lead to adverse health effects.

In May 2022, EPA added five PFAS substances – HFPO-DA, PFOS, PFOA PFNA, and PFHxS - to its list of Regional Screening and Removal Management Levels.

EPA had previously added PFBS to both lists in 2014.

Regional Screening Levels are used to identify contaminated media that may require further investigation, while Regional Removal Management Levels are used by EPA to support certain actions under CERCLA.

In November 2022, EPA published its final Drinking Water Contaminant Candidates List 5 (CCL 5), which includes a broad group of PFAS that are not currently subject to national primary drinking water regulations but which EPA is considering for regulation under the Safe Drinking Water Act ("SDWA").

In December 2022, EPA issued guidance to states for incorporating PFAS requirements into the Clean Water Act National Pollution Discharge Elimination System ("NPDES") permit program, including recommendations to require PFAS monitoring and incorporating limits for PFAS in industrial discharges.

In September 2022, EPA published in the Federal Register its proposal to list PFOA and PFOS, including their salts and structural isomers, as CERCLA hazardous substances.

3M submitted comments on EPA’s proposal in November 2022.

EPA has indicated that it expects to issue the final designation in February 2024.

In April 2024, EPA released its final rule listing PFOA and PFOS, and their salts and structural isomers, as CERCLA hazardous substances.

In addition, EPA published an Advanced Notice of Proposed Rulemaking considering CERCLA hazardous substance designations for additional PFAS, including PFBS, PFHxS, PFNA, HFPO-DA, PFBA, perfluorohexanoic acid ("PFHxA"), PFDA and their precursor compounds as well as the precursor compounds of PFOS and PFOA, for public comment in April 2023 and the Company submitted comments to the proposal in August 2023.

In May 2023, EPA sent two proposed rules under the Resource Conservation and Recovery Act (“RCRA”) to the United States Office of Management and Budget (“OMB”) for review.

One of the proposed rules would list PFOA, PFOS, PFBS, and Gen-X as hazardous constituents under RCRA.

In February 2024, EPA proposed two rules under the Resource Conservation and Recovery Act (“RCRA”).

One of the proposed rules would list nine PFAS (PFOA, PFOS, PFBS, Gen-X, PFHxA, PFHxS, PFNA, PFDA, and PFBA) and their salts and structural isomers as hazardous constituents under RCRA.

The other proposed rule would expand the definition of hazardous waste subject to corrective action under RCRA.

If CERCLA or RCRA designations are finalized and become enforceable, 3M may be required to undertake additional investigative or remediation activities, including where 3M conducts operations or where 3M has disposed of waste.

3M may also face additional litigation from other entities that have liability under these laws for contribution to clean-up costs other entities might have.

EPA has also taken several actions to increase reporting and restrictions regarding PFAS under the Toxic Substances Control Act ("TSCA") and the Toxics Release Inventory ("TRI"), which is a part of the Emergency Planning and Community Right-to-Know Act.

EPA has added more than 170 PFAS compounds to the list of substances that must be included in TRI reports as of July 2021.

In October 2023, EPA finalized a rule adding PFAS that are subject to reporting under the Emergency Planning and Community Right-to-know Act to the list of Lower Thresholds for Chemicals of Special Concern, which would require TRI reporting of de minimis uses of those PFAS.

In September 2023, EPA finalized a rule imposing reporting and recordkeeping requirements under TSCA for manufacturers or importers, including 3M, of certain PFAS in any year since January 2011 to report certain data to EPA regarding each PFAS produced, including the following:

chemical identity, total volumes, uses, byproducts, information about environmental and health effects, number of individuals exposed during manufacture, and the manner or method of disposal.

Companies will have 18 months from the date of the rule’s publication in the Federal Register to comply with its requirements.

In January 2023, EPA issued a test order under TSCA to several manufacturers, including the Company, requiring them to conduct certain health and safety testing related to HFPO, a PFAS, and submit the results to EPA.

3M submitted an initial response in early 2023.

In July 2023, 3M submitted an amended response requesting an exemption from the requirements of the order, subject to 3M’s obligation to reimburse participating manufacturers for a fair share of the testing costs ultimately incurred under the order, which request was conditionally approved by EPA in July 2023.

In August 2023, EPA issued a TSCA test order to 3M and other manufacturers requiring them to conduct certain health and safety testing related HFPO-DAF, a PFAS.

In September 2023, 3M submitted a response to EPA requesting an exemption from the requirements of the order, subject to 3M’s obligation to reimburse the participating manufacturers for a fair and equitable share of the testing costs ultimately incurred under the order.

3M amended its 2020 TSCA Chemical Data Reporting rule report for 3M’s Cordova plant due to the discovery of relatively small amounts of HFPO formed as a commercial byproduct by the facility.

This issue has been self-disclosed to EPA.

The Company submitted comments on both proposed rules.

As a result of the CERCLA designation of PFOA and PFOS, and to the extent EPA finalizes additional proposals related to PFAS, 3M may be required to undertake additional investigative or remediation activities, including where 3M conducts operations or where 3M has disposed of waste.

3M may also face additional litigation from other entities that have liability under these laws for claims seeking contribution to clean-up costs other entities might have.

In April 2022, EPA released draft Aquatic Life Criteria for PFOA and PFOS.

1 unchanged sentence

3M submitted comments on the draft criteria in July 2022.

In April 2022, EPA released draft Aquatic Life Criteria for PFOA and PFOS.

These criteria, once finalized, may be used by states in developing water quality standards for protection of aquatic life under the Clean Water Act.

3M submitted comments on the draft criteria in July 2022.

EPA has added 189 PFAS compounds to the list of substances that must be included in TRI reports as of July 2021.

In October 2023, EPA finalized a rule that requires TRI reporting of de minimis uses of TRI-listed PFAS.

In October 2023, EPA published a final rule imposing reporting and recordkeeping requirements under TSCA for manufacturers or importers, including 3M, of certain PFAS in any year since January 2011 to report certain data to EPA regarding each PFAS produced, including the following:

chemical identity, total volumes, uses, byproducts, information about environmental and health effects, number of individuals exposed during manufacture, and the manner or method of disposal.

This is a one-time reporting requirement covering in scope activities over a 12-year look-back period from 2011-2022.

For most companies, including 3M, the reporting deadline is May 8, 2025.

In March 2024, EPA issued a TSCA test order requiring two manufacturers, including 3M, to conduct certain health and safety testing on NMeFOSE, a PFAS substance.

United States:

State Activity

Several state legislatures and state agencies have been evaluating or have taken actions related to cleanup standards, groundwater values or drinking water values for PFOS, PFOA, and other PFAS, and 3M has submitted various responsive comments.

In Minnesota, the Minnesota Department of Health ("MDH") in 2022 stated that Health Based Values ("HBVs") “are levels that the MDH considers safe for all people to consume, including sensitive populations.” The current HBVs are 35 ppt for PFOA, 15 ppt for PFOS, 47 ppt for PFHxS, 7,000 ppt for PFBA, 200 ppt for PFHxA, and 100 ppt for PFBS.

In 2023, the Minnesota legislature passed a law requiring the Commissioner of Health to amend the health risk limit for PFOS in groundwater so it does not exceed 15 ppt by January 1, 2026.

The Minnesota Pollution Control Agency ("MPCA") published the final version of its PFAS Monitoring Plan in March 2022.

Several 3M facilities - including Cottage Grove, Maplewood, Hutchinson, St.

Paul, and Woodbury - are among the Minnesota facilities that are preliminarily scoped to be within the Monitoring Plan.

Several state legislatures and state agencies have been evaluating or have taken various regulatory actions related to PFAS in the environment, including proposing or finalizing cleanup standards for PFAS in soil and water, groundwater standards, surface water standards, and/or drinking water standards for PFOS, PFOA, and other PFAS.

3M has submitted various responsive comments to these proposals.

States with finalized drinking water standards for certain PFAS include Vermont, New Jersey, New York, New Hampshire, Michigan, Massachusetts, Pennsylvania, and Wisconsin.

At its Greystone, Wisconsin plant where the Company conducts mining operations, the tap water available for consumption on the grounds was recently sampled and tested, and the level of certain PFAS exceeded the state's maximum contaminant level.

Wisconsin Department of Natural Resources (DNR) in October 2023 instructed the plant to notify potential drinking water users on the grounds of the plant, and indicated that a notice of violation would be issued to the plant.

At this time, the Company cannot predict the ultimate outcome or actions that may be taken by Wisconsin DNR.

Some other states have also been evaluating or have taken actions relating to PFOA, PFOS and other PFAS compounds in products such as food packaging, carpets and other products.

For example, in June 2022, Colorado enacted a law which restricts the sale of certain consumer products, including carpets and furniture, fabric treatments, food packaging, and children’s products that contain intentionally added PFAS.

In October 2022, California passed legislation prohibiting the manufacture, distribution of sale of textiles and cosmetics containing certain PFAS.

Additionally, in 2021 and 2022, California finalized its listing of PFOS (and its salts and transformation and degradation precursors) and PFOA as carcinogens, and PFNA as a reproductive toxicant under its Proposition 65 law.

Additionally, in 2021 and 2022, California finalized its listing of PFOS (and its salts and transformation and degradation precursors) and PFOA as carcinogens and reproductive toxicants, and PFNA as a reproductive toxicant under its Proposition 65 law.

California has also proposed listing PFDA, PFHxS, and PFUNDA as reproductive toxicants under Proposition 65.

In the summer of 2021, the State of Maine passed its Act To Stop Perfluoroalkyl and Polyfluoroalkyl Substances Pollution, which bans intentionally added PFAS in products effective January 1, 2030 and requires broad reporting of products containing intentionally-added PFAS effective January 1, 2023.

In April 2021, 3M filed a lawsuit against the Michigan Department of Environment, Great Lakes, and Energy ("EGLE") to invalidate the drinking water standards EGLE promulgated under an accelerated timeline.

In November 2022, the court granted 3M’s motion for summary judgment on the merits and invalidated EGLE’s rule based on its failure to properly consider relevant costs.

The court stayed the effect of its decision pending appeal.

EGLE appealed the decision in December 2022.

In August 2023, the Michigan Court of Appeals upheld the lower court’s decision that EGLE’s rule was invalid.

EGLE has appealed this ruling to the Michigan Supreme Court, which has ordered supplemental briefing.

Some states have also been evaluating or have taken actions relating to PFOA, PFOS and other PFAS compounds in products.

In 2021, the State of Maine passed its Act To Stop Perfluoroalkyl and Polyfluoroalkyl Substances Pollution, which bans intentionally added PFAS in products effective January 1, 2030, and requires broad reporting of products containing intentionally-added PFAS effective January 1, 2023.

In December 2022, 3M submitted to the Maine Department of Environmental Protection ("DEP") a list of products containing intentionally added PFAS that have been sold in the U.S.

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In September 2023, MPCA opened a rulemaking to establish a program to collect the information required by the statute.

MPCA also issued a request for comments, with comments due in November 2023.

In October 2020, 3M and several other parties filed notices of appeal in the appellate division of the Superior Court of New Jersey to challenge the validity of the New Jersey drinking water regulations for PFOS and PFOA.

In January 2021, the appellate division of the court denied the group’s motion to stay the regulations.

The court heard oral argument in November 2022, and issued its opinion in August 2023 upholding the rule’s validity.

In April 2021, 3M also filed a lawsuit against the Michigan Department of Environment, Great Lakes, and Energy ("EGLE") to invalidate the drinking water standards EGLE promulgated under an accelerated timeline.

In November 2022, the court granted 3M’s motion for summary judgment on the merits and invalidated EGLE’s rule based on its failure to properly consider relevant costs.

The court stayed the effect of its decision pending appeal.

EGLE appealed the decision in December 2022.

In August 2023, the Michigan Court of Appeals upheld the lower court’s decision that EGLE’s rule was invalid.

EGLE has appealed this ruling to the Michigan Supreme Court.

Between 2018 and 2022, seven states have enacted laws requiring written notification of firefighting personal protective equipment that contains PFAS, with most such laws providing for potential civil penalties for non-compliance.

In November 2022, the Company identified it likely did not provide required notifications for some of its products, including its Scott Safety Self-Contained Breathing Apparatuses.

The Company began providing written notices with those products starting November 2022.

In addition, the Company continues to work to determine the extent of any potential non-compliance, has made voluntary self-disclosures to states and customers as applicable, and has expressed its willingness to work with those states to address and resolve any potential non-compliance.

The Company cannot predict at this time the ultimate outcome or actions that may be taken by those states.

Certain states, including Colorado, California, Connecticut, Hawaii, Maryland, Nevada, New York, Oregon, Rhode Island, Vermont, and Washington have enacted restrictions on PFAS in certain categories of products, including textiles, children’s products, cosmetics, and food packaging products.

The Company cannot predict what additional regulatory actions in the United States, Europe and elsewhere arising from the foregoing or other proceedings and activities, if any, may be taken regarding such compounds or the consequences of any such actions to the Company, including to its manufacturing operations and its products.

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As previously reported, 3M has resolved numerous claims relating to alleged PFAS contamination of properties and water supplies by 3M’s Decatur, Alabama manufacturing facility.

In April 2019, 3M settled a lawsuit brought by the West Morgan-East Lawrence Water & Sewer Authority for $ 35 million, which will fund a new water filtration system, with 3M indemnifying the Water Authority from liability resulting from the resolution of certain lawsuits against the Water Authority alleging liability or damages related to 3M PFAS.

In October 2021, 3M settled a class action brought by plaintiffs who were supplied drinking water by the Water Authority (the “Lindsey” case) for an immaterial amount.

The court issued a final order approving the class settlement and dismissing the action in March 2022.

In October 2021, 3M also reached agreements in principle to resolve litigation with several other parties, including previously disclosed Tennessee Riverkeeper organization, the St.

John plaintiff class, and plaintiffs in the Stover, Owens, and Chandler matters.

A court granted final approval of the St.

John class settlement in April 2022, and plaintiffs in the Stover, Owens, and Chandler matters filed dismissals thereafter.

In June 2022, the court dismissed the Tennessee Riverkeeper case with prejudice.

In November 2021, 3M and the City of Decatur, Decatur Utilities and Morgan County executed a collaborative agreement under which the Company agreed to contribute approximately $ 99 million and also to continue to address certain PFAS-related matters in the area.

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3M will continue to address PFAS at certain other closed municipal sites at which the Company historically disposed waste and continue environmental characterization in the area.

This work will complement the Interim Consent Order that 3M entered with the Alabama Department of Environmental Management (“ADEM") in 2020 and includes sampling of environmental media, such as ground water, regarding the potential presence of PFAS at the 3M Decatur facility and legacy disposal sites, as well as supporting the execution of appropriate remedial actions.

In March 2022, 3M reached a settlement agreement with plaintiffs in the Billings matter, resulting in dismissal of the case in August 2022.

In August 2022, 3M reached an agreement to settle personal injury claims brought by 37 individual plaintiffs in the King matter.

3M continues to negotiate with individual property owners regarding claims relating to former 3M disposal sites and has resolved several such claims for an immaterial amount.

In September 2020, the City of Guin Water Works and Sewer Board ("Guin WWSB") brought a lawsuit against 3M in Alabama state court alleging that PFAS contamination in the Guin water system stems from manufacturing operations at 3M’s Guin facility and disposal activity at a nearby landfill.

Guin WWSB dismissed its lawsuit without prejudice in order to work with 3M to further investigate the presence of chemicals in the area;

and in December 2021, the parties reached a settlement under which 3M agreed to contribute $ 30 million that will be used on a new treatment system for Guin’s drinking water and a new wastewater treatment facility.

In August 2022, Colbert County, Alabama, which opted out of the St.

John settlement, filed a lawsuit against 3M and several co-defendants alleging that discharge from operations in Decatur, Alabama has contaminated the Tennessee River, from which the County withdraws its drinking water.

This work will complement an Interim Consent Order that 3M entered with the Alabama Department of Environmental Management (“ADEM") in 2020 and includes sampling of environmental media, such as ground water, regarding the potential presence of PFAS at the 3M Decatur facility and legacy disposal sites, as well as supporting the execution of appropriate remedial actions.

In August 2022, Colbert County, Alabama, which opted out of an earlier class settlement, filed a lawsuit against 3M and several co-defendants alleging that discharge from operations in Decatur, Alabama has contaminated the Tennessee River, from which the County draws its drinking water.

Defendants' joint motion to dismiss was denied in December 2022, and defendants' petition for mandamus with the Supreme Court of Alabama was denied in September 2023.

3M has also filed a notice of stay pending final approval of the proposed public water supplier class action settlement described below.

The case is in early stages of discovery.

In February 2023, the City of Muscle Shoals, Alabama filed a lawsuit against 3M and several co-defendants alleging that discharge from operations in Decatur, Alabama has contaminated the Tennessee River, from which the City withdraws its drinking water.

The case is in active discovery.

Defendants filed a joint motion to dismiss in March 2023.

3M has also filed a notice of stay pending final approval of the proposed public water supplier class action settlement described below.

Also in February 2023, two individuals who opted out of the St.

John class settlement filed suit in Alabama state court against 3M, alleging PFAS contamination of their property resulting from 3M’s operations in Decatur.

This case is in active discovery.

Also in February 2023, two individuals who opted out of an earlier class settlement filed suit in Alabama state court against 3M, alleging PFAS contamination of their property resulting from 3M’s operations in Decatur.

3M removed the case to federal court and answered the complaint in March 2023.

The case is in early stages of discovery.

The case is set for trial in November 2024.

Since December 2023, 26 plaintiffs have filed six personal injury actions against 3M and other defendants, alleging exposure to PFAS from defendants' operations in Decatur.

3M has removed these cases to federal court, where it is seeking transfer to the Aqueous Film Forming Foam (AFFF) federal Multi-District Litigation (MDL).

Plaintiffs have moved to remand four of the cases back to state court.

State Attorneys General Litigation Related to PFAS

As previously reported, several state attorneys general have filed lawsuits against 3M and other defendants that are now pending in a federal Multi-District Litigation ("MDL") court in South Carolina regarding Aqueous Film Forming Foam (AFFF), described further below.

As previously reported, several state attorneys general have filed lawsuits against 3M and other defendants that are now pending in a federal MDL court in South Carolina regarding AFFF, described further below.

The lawsuits generally seek on a state-wide basis:

injunctive relief, investigative and remedial work, compensatory damages, natural resource damages, attorneys’ fees, and, where available, punitive damages related to the states’ response to PFAS contamination.

Currently in the AFFF MDL, state attorneys general lawsuits have been brought against 3M on behalf of the people of the states of Alaska, Arizona, Arkansas, California, Florida, Illinois, Kentucky, Maine, Maryland, Massachusetts, Michigan, Mississippi, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Rhode Island, Tennessee, Texas, Vermont, Washington, and Wisconsin, as well as on behalf of the people of the District of Columbia and the territories of Guam, Puerto Rico, and the Northern Mariana Islands.

Currently in the AFFF MDL, state attorneys general lawsuits have been brought against 3M on behalf of the people of the states of Alaska, Arizona, Arkansas, California, Connecticut, Delaware, Florida, Hawaii, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, Mississippi, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Tennessee, Texas, Vermont, Washington, and Wisconsin, as well as on behalf of the people of the District of Columbia and the territories of Guam, Puerto Rico, and the Northern Mariana Islands.

There are also multiple state attorneys general lawsuits that are proceeding outside the AFFF MDL, as described below.

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In June 2020, the court consolidated the two actions, along with two others brought by the NJDEP relating to the DuPont facilities, for case management and pretrial purposes.

The parties are conducting discovery.

As of March 2023, the actions are stayed pending the parties’ participation in court-mandated mediation.

The Court has directed the parties to select a trial date in April 2025.

New Hampshire.

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3M has appealed that decision and oral argument was held in October 2023.

Limited discovery is progressing in state court while the appeal remains pending.

In June 2019, the Vermont Attorney General filed two lawsuits alleging contamination of the state’s drinking water supplies and other natural resources by PFAS chemicals.

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The other suit asserts PFAS contamination from non-AFFF sources and names 3M and several entities related to DuPont and Chemours as defendants.

In late 2022, the complaint was amended to add claims related to PFBS and GenX and to add a claim under Vermont’s Waste Management Act, which had been amended to add manufacturers as liable parties for the release or threatened release of hazardous materials (which in Vermont includes certain PFAS compounds).

This suit is proceeding in state court, where the parties are engaging in discovery and the court has set a trial-ready date in March 2025.

In late 2022, the complaint was amended to add claims related to PFBS and HFPO-DA and its salts ("GenX") and to add a claim under Vermont’s Waste Management Act, which had been amended to add manufacturers as liable parties for the release or threatened release of hazardous materials (which in Vermont includes certain PFAS compounds).

The case was removed to federal court in January 2024.

Prior to the filing of that Notice, the suit was proceeding in state court, and the court had set a trial-ready date in March 2025.

In October 2023, the State issued a letter to 3M and another entity requesting that an environmental investigation be conducted at the site of a facility in Rutland, Vermont that 3M owned from approximately 1955 until 1975.

3M responded to the State in November 2023.

In December 2023, 3M removed the case to federal court.

The State filed a motion for remand, which was granted in an order dated April 12, 2024.

In March 2022, the Illinois Attorney General filed a lawsuit in Illinois state court against 3M alleging contamination of the state's natural resources by PFAS compounds disposed of by, or discharged, or emitted from 3M's Cordova plant.

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In September 2023, the federal judge granted the state's motion to remand the case back to state court.

3M is considering its options.

In January 2023, the Illinois Attorney General filed a new lawsuit against 3M and other defendants in Illinois state court, alleging contamination of a number of drinking water systems and natural resource damages at several sites statewide, and seeking to recover monetary damages, injunctive relief for remediation, civil penalties and other relief.

The complaint states that the Attorney General is not seeking damages for AFFF by this lawsuit.

In April 2023, the Illinois Attorney General filed a lawsuit against 3M and other defendants alleging PFAS contamination of state natural resources from AFFF.

Both cases have been removed to federal court and the U.S.

Judicial Panel on Multidistrict Litigation (“JPML”) has transferred both cases to the AFFF MDL.

3M has appealed the remand.

Two other suits filed by the Illinois Attorney General in 2023 alleging statewide PFAS contamination have been removed to federal court and transferred to the AFFF MDL.

In March 2023, Maine’s Attorney General filed two lawsuits in state court against 3M and other defendants that contain allegations related to PFAS contamination of state natural resources from AFFF and non-AFFF products, respectively.

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3M has also removed the “non-AFFF” case to federal court.

3M’s motion to transfer the “non-AFFF” case to the MDL was denied and the state’s motion to remand the case back to state court is pending.

In addition, the Company is in discussions with several state attorneys general and agencies, responding to information and other requests relating to PFAS matters and exploring potential resolution of some of the matters raised.

3M’s motion to transfer the “non-AFFF” case to the MDL was denied and the state’s motion to remand the case back to state court was granted.

3M has filed a notice of appeal of the remand decision.

South Carolina.

In August and October 2023, South Carolina's Attorney General filed two lawsuits in state court against 3M and other defendants that contain allegations related to PFAS contamination of state natural resources from non-AFFF products and AFFF, respectively.

3M removed both cases from state court directly to the AFFF MDL in federal court.

In February 2024, the MDL judge granted the State's motion to remand the non-AFFF lawsuit to state court.

3M has filed a notice of appeal of the remand decision.

In January 2024, Connecticut’s Attorney General filed two lawsuits in state court against 3M and other defendants that contain allegations related to PFAS contamination of state natural resources from AFFF and non-AFFF products, respectively.

As described above, the AFFF lawsuit was removed to federal court and transferred to the AFFF MDL.

3M has also removed the non-AFFF case to federal court.

In addition, the Company is in discussions with several state attorneys general and agencies, responding to information and other requests, including entering into tolling agreements, relating to PFAS matters and exploring potential resolution of some of the matters raised.

Aqueous Film Forming Foam (AFFF) Environmental Litigation

3M manufactured and marketed AFFF containing certain PFAS for use in firefighting from approximately 1963 to 2002.

As of September 30, 2023, approximately 6,006 lawsuits (including approximately 48 putative class actions and 689 public water system cases) alleging injuries or damages from PFAS contamination or exposure allegedly caused by AFFF use have been filed against 3M (along with other defendants) in various state and federal courts.

As of March 31, 2024, approximately 7,844 lawsuits (including approximately 50 putative class actions and 746 public water system cases) alleging injuries or damages from PFAS contamination or exposure allegedly caused by AFFF use have been filed against 3M (along with other defendants) in various state and federal courts.

As further described below, a vast majority of these pending cases are in a federal MDL court in South Carolina.

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AFFF MDL and Water System Cases

In December 2018, the JPML granted motions to transfer and consolidate all AFFF cases pending in federal courts to the U.S.

In December 2018, the U.S.

Judicial Panel on Multidistrict Litigation ("JPML") granted motions to transfer and consolidate all AFFF cases pending in federal courts to the U.S.

District Court for the District of South Carolina to be managed in an MDL proceeding to centralize pre-trial proceedings.

Over the past four years, the parties in the MDL have conducted substantial discovery, including ongoing master discovery and several rounds of discovery involving potential water supplier bellwether cases.

Over the past five years, the parties in the MDL have conducted substantial discovery, including ongoing master discovery and several rounds of discovery involving potential water supplier bellwether cases.

In the MDL, there are cases filed by approximately 735 public water systems ("PWS").

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In October 2022, the court appointed a retired federal judge as mediator.

On June 22, 2023, 3M entered into a proposed class-action settlement to resolve a wide range of drinking water claims by public water systems in the United States (“PWS Settlement”), subject to court approval.

On June 22, 2023, 3M entered into a class-action settlement to resolve a wide range of drinking water claims by public water systems in the United States (“PWS Settlement”), which was approved by the court in March 2024.

The PWS Settlement will take effect shortly after the final approval order is no longer subject to potential appeal.

Eligible class members are United States public water systems as defined in the PWS Settlement.

Subject to court approval, the PWS Settlement would resolve the portion of the MDL that involves PWS drinking water claims in the United States by providing funding for treatment technologies to eligible PWS that have tested positive for PFAS, funding for future testing, and funding for eligible systems that test positive in the future.

Under the PWS Settlement, class members would agree to release 3M from any claim arising out of, relating to, or involving (i) PFAS that has entered or may enter drinking water or the class member’s water system;

The PWS Settlement resolves the portion of the MDL that involves PWS drinking water claims in the United States by providing funding for treatment technologies to eligible PWS that have tested positive for PFAS, funding for future testing, and funding for eligible systems that test positive in the future.

The PWS Settlement provides that 3M does not admit any liability or wrongdoing and does not waive any defenses.

Under the PWS Settlement, class members agreed to release 3M from any claim arising out of, relating to, or involving (i) PFAS that has entered or may enter drinking water or the class member’s water system;

(ii) the development, manufacture, formulation, distribution, sale, transportation, storage, loading, mixing, application, or use of PFAS or any product (including AFFF) manufactured with or containing PFAS;

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or (iv) representations about PFAS or any product (including AFFF) manufactured with or containing PFAS.

The PWS Settlement would also require class members to release punitive- or exemplary-damages claims that arise out of conduct occurring at least in part before the PWS Settlement’s effective date and that relate to PFAS or any product (including AFFF) manufactured with or containing PFAS.

If the court approves the PWS Settlement and all conditions in the PWS Settlement are met, 3M will pay $ 10.5 billion to $ 12.5 billion in total to resolve the claims released by the PWS Settlement.

The PWS Settlement also requires class members to release punitive- or exemplary-damages claims that arise out of conduct occurring at least in part before the PWS Settlement’s effective date and that relate to PFAS, or any product (including AFFF) manufactured with or containing PFAS.

If all conditions in the PWS Settlement are met, 3M will pay $ 10.5 billion to $ 12.5 billion in total to resolve the claims released by the PWS Settlement.

3M recorded a pre-tax charge of $ 10.3 billion in the second quarter of 2023.

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The PWS Settlement, as amended to include payments to the cities of Stuart, Rome and Middlesex (as discussed below), calls for 3M to make payments from 2023 through 2036.

The actual amounts that 3M will pay will be determined in part by which, if any, class members that do not have a positive test result for the presence of PFAS in their drinking water (as defined by the PWS Settlement) as of the date of the PWS Settlement receive such a test result by the end of 2025.

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

The PWS Settlement provides that 3M does not admit any liability or wrongdoing and does not waive any defenses.

In August 2023, the Court granted preliminary approval of the settlement, and a final approval hearing has been set for February 2, 2024.

The deadline for eligible public water suppliers to opt out of the PWS Settlement is December 11, 2023.

The actual amounts that 3M will pay will be determined in part by which class members that do not have a positive test result for the presence of PFAS in their drinking water (as defined by the PWS Settlement) as of the date of the PWS Settlement receive such a test result by the end of 2025.

The deadline for eligible public water suppliers to opt out of the PWS Settlement was December 11, 2023.

As noted above, following preliminary approval by the Court in August 2023, the Court approved the PWS Settlement in March 2024.

The previously disclosed case filed by the City of Stuart, Florida that was selected by the MDL court as the first bellwether trial was also settled in connection with the PWS Settlement.

The MDL court has also directed the parties to submit a proposal for an initial set of 28 potential personal injury bellwether cases.

In September 2022, the court issued an order denying defendants’ MDL-wide summary judgment motions on the government contractor defense, which defense can be presented to a jury at future trials.

Outside the MDL, a trial was also scheduled to occur in June 2023 in a water provider lawsuit brought by the City of Rome, Georgia.

3M reached a settlement agreement to resolve the case.

3M also reached a settlement in a water provider lawsuit brought by Middlesex Water Company.

3M also reached a settlement in a water provider lawsuit brought by Middlesex Water Company in New Jersey.

Under the terms of the PWS Settlement, 3M's payments due under the PWS Settlement factor in amounts related to the City of Rome and Middlesex settlements.

In December 2023, the parties selected an initial set of 25 plaintiffs for potential personal injury bellwether cases.

Initial discovery is ongoing in these cases.

In March 2024, the Court issued an order establishing a process of addressing personal injury claims for diseases not included in the initial set of 25 cases.

That process remains in early stages.

In September 2022, the court issued an order denying defendants’ MDL-wide summary judgment motions on the government contractor defense, which defense can be presented to a jury at future trials.

Other AFFF Cases

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The five cases that remain pending in state courts are stayed by agreement of the parties.

As of September 30, 2023, the Company is aware of approximately 194 other AFFF suits outside the AFFF MDL in which the Company has been named a defendant.

As of March 31, 2024, the Company is aware of approximately 104 other AFFF suits outside the AFFF MDL in which the Company has been named a defendant.

3M anticipates that most of these cases will eventually be removed to federal court and transferred to the AFFF MDL;

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Separately, the Company is aware of pre-suit claims or demands by other parties related to the use and disposal of AFFF, one of which purports to represent a large group of firefighters.

The Company had discussions with certain potential pre-suit claimants and, as a result of such discussions, reached a negotiated resolution for an immaterial amount with the City of Bemidji in March 2021.

In December 2023, a putative class action was filed against 3M Canada, 3M Company, and other defendants in British Columbia civil court on behalf of Canadian individuals alleging personal injuries from exposure to AFFF imported into Canada for firefighting and other applications.

The lawsuit seeks compensatory damages, punitive damages, disgorgement of profits, and the recovery of health care cost incurred by provincial and territorial governments.

In June 2023, the City of Springfield, Missouri sued 3M and other defendants in the AFFF MDL.

Springfield’s complaint alleges that 3M and other defendants are liable for damage to Springfield’s public water system from PFAS attributable to AFFF.

Springfield opted out of 3M’s nationwide public water system settlement and its lawsuit remains pending in the MDL.

In February 2024, Springfield notified 3M, the Missouri Department of Natural Resources (“MDNR”) and the EPA of its intent to file a citizen suit against 3M alleging violations of the federal Clean Water Act and the federal Resource Conservation and Recovery Act.

Separately, 3M has reported to the MDNR the presence of PFAS in soil and water at the Springfield facility.

3M is addressing that matter under supervision of the MDNR.

Other PFAS-related Product and Environmental Litigation

Numerous other PFAS-related suits naming 3M as a defendant have been filed outside the MDL in courts across the country in which 3M has been named a defendant.

The Company anticipates most of the cases that relate to AFFF will ultimately be removed to federal court and transferred to the MDL.

However, some of these cases are likely to remain in state or federal courts outside of the MDL.

3M manufactured and sold various products containing PFOA and PFOS, including Scotchgard, for several decades.

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("Wolverine"), Georgia-Pacific LLC, DuPont, Chemours, and various carpet manufacturers.

The cases brought on behalf of drinking water providers described below will fall under the PWS Settlement if the water providers do not opt out of the PWS Settlement.

In New York, 3M is defending 10 cases involving 20 individual plaintiffs pending in the U.S.

District Court for the Northern District of New York against 3M, Saint-Gobain Performance Plastics Corp., Honeywell International Inc.

Plaintiffs allege that PFOA discharged from fabric coating facilities operated by non-3M entities (that allegedly had used PFOA-containing materials from 3M, among others) contaminated the drinking water in the Village of Hoosick Falls, the Town of Hoosick and Petersburgh, New York.

Plaintiffs assert various tort claims for personal injury and/or property damage and in some cases request medical monitoring.

3M has settled 32 personal injury and/or property damage cases that were pending or threatened against it in New York state and federal court concerning alleged PFOA contamination in Hoosick Falls and/or Petersburgh.

3M, Saint-Gobain and Honeywell previously settled a class action (Baker), with the federal court granting final approval in February 2022.

3M, Saint-Gobain and Honeywell collectively contributed a total amount of $ 65 million to resolve the plaintiffs' claims on behalf of themselves and the proposed classes.

Additionally, 3M is defending a case in New York state court filed by the Town of Petersburgh in September 2022.

The cases brought on behalf of drinking water providers described below will be covered by the PWS Settlement if the water providers did not opt out of the PWS Settlement.

In New York, 3M is defending a case in state court filed by the Town of Petersburgh in September 2022.

Plaintiff alleges that 3M and several other manufacturers contributed to PFOA contamination in the town’s public water supply.

Oral argument on a motion to dismiss that was filed by 3M and the other defendants was adjourned.

This matter is stayed pending approval of the PWS Settlement.

This matter is stayed pending implementation of the PWS Settlement.

3M is also defending 22 individual cases in the U.S.

District Court for the Eastern District of New York filed by various drinking water providers, including 9 new complaints filed on behalf of additional water districts during the quarter ended September 30, 2023.

District Court for the Eastern District of New York filed by various drinking water providers.

The plaintiffs in these cases allege that products manufactured by 3M, DuPont, and additional unnamed defendants contaminated plaintiffs’ water supply sources with various PFAS compounds.

3M has filed answers in these cases and discovery is stayed through at least December 2023 in connection with the pending approval of a separate public water suppliers settlement involving 3M and DuPont.

In Michigan, one consolidated putative class action was pending in the U.S.

District Court for the Western District of Michigan against 3M and Wolverine.

The action arose from Wolverine’s allegedly improper disposal of materials and wastes, including 3M Scotchgard, related to Wolverine’s shoe manufacturing operations.

Plaintiffs allege Wolverine used 3M Scotchgard in its manufacturing process and that chemicals from 3M’s product contaminated the environment and drinking water sources after disposal.

3M and Wolverine agreed to settle the case with the plaintiffs, and 3M's share is not considered material;

the court approved the class settlement in March 2023 and 3M's final payment related to the settlement was made in June 2023.

In Alabama and Georgia, 3M, together with multiple co-defendants, is defending two state court cases brought by municipal water utilities, relating to 3M’s sale of PFAS-containing products to carpet manufacturers in Georgia.

In September 2022, the Company reached an agreement with the Gadsden Water Works and Sewer Board to resolve a similar matter.

The plaintiffs in these two water utilities cases allege that the carpet manufacturers improperly discharged PFAS into the surface water and groundwater, contaminating drinking water supplies of cities located downstream along the Coosa River, including Centre, Alabama and Rome, Georgia.

The Centre case has been set for trial in November 2023, although 3M has filed a notice of stay pending final approval of the PWS Settlement.

The parties are engaged in mediation.

3M reached a settlement agreement to resolve the City of Rome case and, under the terms of the PWS Settlement, 3M’s payments due under the PWS Settlement factor in amounts related to the City of Rome settlement.

3M has filed answers in these cases, which are stayed pending implementation of the PWS Settlement.

In Alabama, 3M, together with multiple co-defendants, is defending three state court cases brought by municipal water utilities, relating to 3M’s sale of PFAS-containing products to carpet manufacturers.

The plaintiffs in two of these cases (Centre and Shelby/Talladega Counties) are water utilities alleging that the carpet manufacturers in Georgia improperly discharged PFAS into the surface water and groundwater, contaminating drinking water supplies of cities located downstream along the Coosa River.

The Centre case is pending assignment of a new trial date after a November 2023 trial date was vacated.

The case brought by Shelby and Talladega Counties was recently remanded to state court.

In the third action, the city of Albertville, Alabama recently filed suit for alleged contamination of the Tennessee River by a rug manufacturer located upriver in Alabama.

3M has not yet responded to that complaint.

3M is also defending a putative class action filed in Alabama by the Utilities Board of Tuskegee on behalf of all drinking water utilities within Alabama whose finished drinking water has contained a detectable concentration level of PFOA, PFOS, GenX, or PFBS that exceed the June 2022 health advisory levels issued by the EPA.

3M filed a motion to dismiss the complaint in October 2022, which was granted in part and denied in part in February 2023.

The case is proceeding through discovery.

In Georgia, 3M, together with co-defendants, is also defending another putative class action in federal court in Georgia, in which plaintiffs seek relief on behalf of a class of individual ratepayers in Summerville, Georgia who allege their water supply was contaminated by PFAS discharged from a textile mill.

In May 2021, the City of Summerville filed a motion to intervene in the lawsuit, which was granted in March 2022.

This case is now proceeding through discovery, which has been extended by the court through October 2024.

Another case originally filed in Georgia state court was brought by individuals asserting PFAS contamination by the Georgia carpet manufacturers and seeking economic damages and injunctive relief on behalf of a putative class of Rome and Floyd County water subscribers.

That case continues, with class certification and other motions recently briefed.

In April 2023, another case that included similar allegations was filed by Shelby County, Alabama, and Talladega County, Alabama, against 3M and other defendants.

Those cases have been removed to federal court, where they are proceeding through discovery.

3M has filed a notice of stay of this case pending final approval of the PWS Settlement.

3M, together with co-defendants, is also defending another putative class action in federal court in Georgia, in which plaintiffs seek relief on behalf of a class of individual ratepayers in Summerville, Georgia who allege their water supply was contaminated by PFAS discharged from a textile mill.

In May 2021, the City of Summerville filed a motion to intervene in the lawsuit, which was granted in March 2022.

This case is now proceeding through discovery, which has been extended by the court through November 2023.

However, the portion of the case relating to Summerville’s claims has been stayed as to 3M pending final approval of the PWS Settlement.

In July 2022, a putative class action was filed against 3M and other PFAS manufacturers by The Utilities Board of Tuskegee on behalf of all drinking water utilities within Alabama whose finished drinking water has contained a detectable concentration level of PFOA, PFOS, GenX, or PFBS that exceed the June 2022 health advisory levels issued by the U.S.

3M filed a motion to dismiss the complaint in October 2022, which was granted in part and denied in part in February 2023.

The claims that will proceed against 3M and other defendants, including negligence, wantonness, and public nuisance, are moving into discovery.

3M has filed a notice of stay of this case pending final approval of the PWS Settlement.

In February 2024, two landowners in Gordon County, Georgia sued 3M and other defendants for alleged contamination of their properties from wastewater treatment sludge allegedly containing PFAS from nearby carpet manufacturing operations.

One of 3M’s co-defendant’s, the City of Calhoun, Georgia, has filed a cross claim against 3M and other defendants alleging that biosolids from its wastewater treatment plant were contaminated with PFAS that has migrated into its water supply.

3M has not yet responded to the complaint or cross claim.

In Delaware, 3M is defending one putative class action brought by individuals alleging PFAS contamination of their water supply resulting from the operations of local metal plating facilities.

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In November 2022, plaintiffs filed a third amended complaint seeking to replead certain previously dismissed claims and, in August 2023, the court once again dismissed all but plaintiffs' negligence claim.

In New Jersey, 3M was a defendant in an action brought in federal court by Middlesex Water Company, a publicly traded water utility serving customers in and around certain portions of Middlesex County, New Jersey, which alleged PFAS contamination of its water system.

The parties settled in August 2023 and included in the PWS Settlement noted above, and the case was dismissed in September 2023.

In September 2020, 3M was named a defendant in a similar lawsuit brought by the Borough of Hopatcong.

In January 2021, 3M was named a defendant in another similar lawsuit brought by the Pequannock Township.

Those cases are stayed pending approval of the PWS Settlement.

The case is now proceeding in discovery.

In New Jersey, 3M has been named a defendant in a lawsuit brought by the Borough of Hopatcong and Pequannock Township as water providers seeking damages for PFAS remediation.

Those cases are stayed pending implementation of the PWS Settlement.

3M, together with several co-defendants, is also defending 28 cases in New Jersey federal court brought by individuals with private drinking water wells near certain DuPont and Solvay facilities that were allegedly supplied with PFAS by 3M.

3M has agreed to settle with the plaintiffs in ten cases that sought property damages, subject in certain cases to court approval, and 3M’s share is not considered material.

Plaintiffs in the 20 remaining individual cases in federal court allege personal injuries to themselves or their disabled adult children.

3M and Middlesex Water Company are also defending a putative class action filed in New Jersey federal court in November 2021 by individuals who received drinking water from Middlesex Water Company that was allegedly contaminated with PFAS.

The court denied 3M’s motion to dismiss, and the case is proceeding through discovery.

In May 2022, Middlesex Water Company filed a third-party complaint against the Company in New Jersey state court in a putative class action of the state residents who are customers of the water company, seeking indemnity from the Company.

After Middlesex Water Company removed the case to federal court in July 2022, plaintiffs filed a motion to remand the case to state court.

The federal court remanded the case back to state court in April 2023 and 3M has since answered the third-party complaint.

The parties in those two class actions have agreed to participate in mediation.

Discovery in the action in federal court is stayed pending the outcome of mediation.

A trial in the state court action has been nominally set for March 2024.

In March 2023, a personal injury lawsuit was filed against 3M by another Middlesex Water Company customer.

3M has agreed to settle with the plaintiffs in ten cases that sought property damages, subject in certain cases to court approval.

Plaintiffs in the 18 remaining individual cases allege personal injuries to themselves or to their disabled adult children.

3M and Middlesex Water Company are defending a putative class action filed in New Jersey federal court in November 2021 by individuals who received drinking water from Middlesex Water Company that was allegedly contaminated with PFOA.

In May 2022, Middlesex Water Company filed a third-party complaint against the Company in New Jersey state court in a putative class action brought by customers of the water company, seeking contribution and indemnity from the Company.

In November 2023, Middlesex Water Company dismissed its third-party complaint against the Company in connection with the settlement of Middlesex Water Company's separate action against 3M.

The parties in those two class actions are participating in the mediation process that will conclude in April 2024.

Discovery in the action in federal court has resumed.

A trial date in the state court action has been set for September 2024.

In March 2023, a personal injury lawsuit was filed against 3M and Middlesex Water Company by another Middlesex Water Company customer.

In May 2023, 3M filed a motion to dismiss certain of the claims in that lawsuit and plaintiff subsequently amended his complaint to withdraw certain claims against 3M.

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Plaintiff filed a second amended complaint in November 2022, and 3M and DuPont filed a joint motion to dismiss, which was largely denied in September 2023.

The case is now proceeding in discovery.

In Massachusetts, a putative class action lawsuit was filed in August 2022 in state court against 3M and several other defendants alleging PFAS contamination from waste generated by local paper manufacturing facilities.

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3M filed a motion to dismiss the second amended complaint in March 2023.

The magistrate judge recently issued a report and recommendation on the motion to dismiss, which recommends dismissal of several claims against 3M but denies dismissal of claims based on negligence, breach of warranty for failure to warn and medical monitoring.

3M has filed objections objecting to the portions of the report that recommend denial of dismissing those claims.

Plaintiffs and the other defendants have filed objections to other aspects of the report and recommendation.

The motion was granted in part and denied in part in December 2023.

In February and March 2024, 3M and the remaining defendants answered the complaint and filed cross claims against one another.

The case is now proceeding in discovery.

In Maine, a group of landowners filed a second amended complaint in October 2022 in federal district court, adding 3M and several other alleged chemical suppliers as defendants in a case previously filed against several paper mills, alleging PFAS contamination from waste generated by the paper mills.

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In March 2023, plaintiffs filed a third amended complaint limiting the scope of their claims to allegations pertaining to one paper mill and three defendants that allegedly supplied PFAS-containing products to that mill, including 3M.

3M has moved to dismiss this case.

In October 2023, the court denied 3M's motion to dismiss the case.

The case is now proceeding in discovery.

In Wisconsin, in August 2023, 3M and other defendants were named as defendants in a putative class action brought in federal court by several residents of Oneida County alleging property damage resulting from PFAS contamination they attribute to the operations of a paper mill in Rhinelander, Wisconsin.

In December 2023, the JPML denied 3M’s request to transfer the case to the AFFF MDL.

3M has filed a motion to dismiss, which remains pending.

In Pennsylvania, a group of plaintiffs filed a complaint against 3M and other defendants in state court in December 2023 alleging personal injury, property damage, and medical monitoring claims arising from alleged water contamination from natural gas fracking and mine water discharge, which plaintiffs claim contained PFAS supplied by 3M.

3M has filed a motion to dismiss, which remains pending.

In October 2018, 3M and other defendants, including DuPont and Chemours, were named in a putative class action in the U.S.

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In September 2022, the Sixth Circuit granted the defendants’ request to appeal the district court’s class certification order.

Defendants’ appeal is now fully briefed and oral argument was held in October 2023.

In November 2023, the Sixth Circuit issued an order vacating the class certification decision and remanding the case with instructions that the district court dismiss the case.

In January 2024, the Sixth Circuit denied a motion by plaintiffs for en banc rehearing of that order.

In March 2024, the district court vacated the class certification order and dismissed the case for lack of jurisdiction.

Other PFAS-related Matters

Wisconsin Department of Natural Resources ("DNR") in October 2023 instructed the plant to notify potential drinking water users on the grounds of the plant and indicated that a notice of violation would be issued to the plant.

The Company made the required notifications on October 24, 2023.

On January 9, 2024, the Company received a Notice of Violation and Enforcement Conference from the Wisconsin DNR.

The Company met with the DNR to discuss the appropriate next steps and Wisconsin DNR has stated that it plans to issue a consent order regarding potential corrective actions.

At this time, the Company cannot predict the ultimate outcome or actions that may be taken by Wisconsin DNR.

The Company continues to make progress in its work, under the supervision of state regulators, to remediate historic disposal of PFAS-containing waste associated with manufacturing operations at its Decatur, Alabama;

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As previously reported, the Illinois EPA in August 2014 approved a request by the Company to establish a groundwater management zone at its manufacturing facility in Cordova, Illinois, which includes ongoing pumping of impacted site groundwater, groundwater monitoring and routine reporting of results.

In June 2022, the Illinois EPA provided notice of the termination of the Cordova May 2000 Site Remediation Agreement.

Effective May 2022, the Illinois EPA terminated the Cordova May 2000 Site Remediation Agreement.

The Company continues to perform pumping of impacted site groundwater, groundwater monitoring and routine reporting of results to Illinois EPA.

In addition, the Company is treating its pumped groundwater at its Cordova wastewater treatment plant.

In addition, as previously reported, as part of its ongoing evaluation of regulatory compliance at its Cordova, Illinois facility, the Company discovered it had not fully characterized its PFAS discharge in its NPDES permit for the Cordova facility.

In November 2019, the Company disclosed this matter to the EPA, and in January 2020 disclosed this matter to the Illinois Environmental Protection Agency ("IEPA"), submitted an NPDES permit application for the PFAS in its discharge, put on-line and in operation wastewater treatment specifically designed to treat PFAS.

The Company continues to work with the EPA and IEPA to address these issues from the Cordova facility.

In November 2022, the Company entered into an Administrative Consent Order under the Safe Drinking Water Act ("SDWA") that requires the Company to continue to sample and survey private and public drinking water wells within the vicinity of the Cordova facility, provide treatment of private water wells within a three-mile radius of the Cordova facility, and to provide alternate treatment/supply for the Camanche, Iowa public drinking water system.

The Company continues to work with EPA and the City of Camanche as it implements the SDWA Administrative Consent Order.

In April 2022, the Company received a TSCA information request from EPA seeking information related to the operation of specific PFAS-related processes at the Cordova facility.

The Company has completed its production of documents and information and is cooperating with this inquiry.

In May 2022, the Company received a notice of potential violation and opportunity to confer and a notice of intent to file a complaint from EPA alleging violations of the RCRA related to the use of emergency spill containment units associated with certain chemical processes at the Cordova facility.

Separately, in July 2023, 3M received from the EPA a draft for discussion of a federal administrative order under the RCRA, which would require 3M to determine the nature and extent of PFAS contamination around its Cordova facility, among other items.

In Minnesota, the Company continues to work with the MPCA pursuant to the terms of the previously disclosed May 2007 Settlement Agreement and Consent Order to address the presence of certain PFAS compounds in the soil and groundwater at former disposal sites in Washington County, Minnesota (Oakdale and Woodbury) and at the Company’s manufacturing facility at Cottage Grove, Minnesota.

Under this agreement, the Company’s principal obligations include (i) evaluating releases of certain PFAS compounds from these sites and proposing response actions;

(ii) providing treatment or alternative drinking water upon identifying any level exceeding a HBV or Health Risk Limit ("HRL") (i.e., the amount of a chemical in drinking water determined by the MDH to be safe for human consumption over a lifetime) for certain PFAS compounds for which a HBV and/or HRL exists as a result of contamination from these sites;

(iii) remediating identified sources of other PFAS compounds at these sites that are not controlled by actions to remediate PFOA and PFOS;

and (iv) sharing information with the MPCA about certain perfluorinated compounds.

In August 2009, the MPCA issued a decision adopting remedial options for the Company’s Cottage Grove manufacturing facility.

In the spring and summer of 2010, 3M began implementing the approved remedial options at the Cottage Grove and Woodbury sites, and in late 2010, 3M commenced the approved remedial option at the Oakdale site.

The Company has completed remediation work and continues with operational and maintenance activities at the Oakdale and Woodbury sites.

Remediation work has been substantially completed at the Cottage Grove site, with operational and maintenance activities ongoing.

In March 2024, the Company received an information request from EPA seeking information related to the implementation of the Cordova facility’s Clean Air Act section 122(r) risk management program.

The Company is working to identify information and collecting documents responsive to the information request.

In Alabama, as previously reported, the Company entered into a voluntary remedial action agreement with the ADEM to remediate the presence of PFAS in the soil and groundwater at the Company’s manufacturing facility in Decatur, Alabama associated with the historic (1978-1998) incorporation of wastewater treatment plant sludge.

With ADEM’s agreement, 3M substantially completed installation of a multilayer cap on the former sludge incorporation areas.

Further remediation activities, including certain on-site and off-site investigations and studies, will be conducted in accordance with the July 2020 Interim Consent Order described below.

The Company operates under a 2009 consent order issued under the federal TSCA (the “2009 TSCA consent order”) for the manufacture and use of two perfluorinated materials (FBSA and FBSEE) at its Decatur, Alabama site that prohibits release of these materials into “the waters of the United States.” In March 2019, the Company halted the manufacture, processing, and use of these materials at the site upon learning that these materials may have been released from certain specified processes at the Decatur site into the Tennessee River.

The Company operates under a 2009 consent order issued under the federal TSCA (the “2009 TSCA consent order”) for the manufacture and use of two perfluorinated materials (FBSA and FBSEE) at the Decatur site that prohibits release of these materials into “the waters of the United States.” In March 2019, the Company halted the manufacture, processing, and use of these materials at the site upon learning that these materials may have been released from certain specified processes at the Decatur site into the Tennessee River.

In April 2019, the Company voluntarily disclosed the releases to the U.S.

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In September 2019, the Company disclosed the matter to the EPA and ADEM temporarily idled certain manufacturing processes at 3M Decatur and installed wastewater treatment controls.

The Company restarted idled processes in October 2019.

As a result of the Company’s discussions with ADEM to address these and other related matters in the state of Alabama, as previously reported, 3M and ADEM agreed to the terms of an interim Consent Order in July 2020 to cover all PFAS-related wastewater discharges and air emissions from the Company’s Decatur facility.

3M and ADEM also agreed to the terms of an interim Consent Order in July 2020 to cover all PFAS-related wastewater discharges and air emissions from the Company’s Decatur facility.

Under the interim Consent Order, the Company’s principal obligations include commitments related to (i) future ongoing site operations such as (a) providing notices or reports and performing various analytical and characterization studies and (b) future capital improvements;

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The Company is cooperating and providing responsive documents with respect to this and other inquiries regarding its manufacturing facilities.

The Company continues to work with the EPA and IEPA to address these issues from the Cordova facility.

In November 2022, the Company entered into an SDWA Administrative Consent Order that requires the Company to continue to sample and survey private and public drinking water wells within the vicinity of the Cordova facility, provide treatment of private water wells within a three-mile radius of the Cordova facility, and to provide alternate treatment/supply for the Camanche, Iowa public drinking water system.

The Company continues to work with EPA and the City of Camanche as it implements the SDWA Administrative Consent Order.

In April 2022, the Company received a TSCA information request from EPA seeking information related to the operation of specific PFAS-related processes, and the Company is cooperating with this inquiry and is producing documents and information.

In July 2023, 3M received from the EPA a draft of a federal administrative order for discussion, which would require 3M to determine the nature and extent of PFAS contamination around its Cordova facility, among other items.

The Company is also reviewing operations at its other plants with similar manufacturing processes, such as the plant in Cottage Grove, Minnesota, to ensure those operations are in compliance with applicable environmental regulatory requirements and Company policies and procedures.

As a result of these reviews, as previously reported, the Company discovered it had not fully characterized its PFAS discharge in its NPDES permit for the Cottage Grove facility.

In March 2020, the Company disclosed this matter to the MPCA and the EPA.

In Minnesota, as previously reported, the Company discovered it had not fully characterized its PFAS discharge in its NPDES permit for the Cottage Grove facility and, in March 2020, disclosed this matter to the MPCA and the EPA.

In July 2020, the Company received an information request from MPCA for documents and information related to, among other matters, the Company’s compliance with the Clean Water Act at its Cottage Grove facility.

The Company is cooperating with this inquiry and is producing documents and information in response to the request for information.

Separately, as previously reported, in June 2020, the Company reported to EPA and MPCA that it had not fully complied with elements of the inspection, characterization and waste stream profile verification process of the Waste and Feedstream Analysis Plan (WAP/FAP) of its RCRA permit for its Cottage Grove incinerator.

The Company and MPCA resolved the issues associated with the foregoing disclosure in a May 2022 stipulation agreement, and permanently retired the Cottage Grove hazardous waste incinerator in December 2021.

In connection with the now closed incinerator, the Company in December 2022 received from EPA a draft Consent Agreement and Penalty Order under the Clean Air Act, with a proposed civil penalty to resolve issues raised in a Finding of Violation issued in 2019.

The Company and EPA resolved this matter in which the Company has agreed to pay an administrative civil penalty.

In Minnesota, the Company continues to work with the MPCA pursuant to the terms of a previously disclosed May 2007 Settlement Agreement and Consent Order ("SACO") to address the presence of certain PFAS compounds in the soil and groundwater at former disposal sites in Washington County, Minnesota (Oakdale and Woodbury) and at the Company’s manufacturing facility at Cottage Grove, Minnesota.

Under this agreement, the Company’s principal obligations include (i) evaluating releases of certain PFAS compounds from these sites and proposing response actions;

(ii) providing treatment or alternative drinking water upon identifying any level exceeding a Health Based Value ("HBV") or Health Risk Limit ("HRL") (i.e., the amount of a chemical in drinking water determined by the MDH to be safe for human consumption over a lifetime) for certain PFAS compounds for which a HBV and/or HRL exists;

(iii) remediating identified sources of other PFAS compounds at these sites that are not controlled by actions to remediate PFOA and PFOS;

and (iv) sharing information with the MPCA about certain perfluorinated compounds.

In January 2024, the Minnesota Department of Health issued updated, more stringent, HBVs for PFOA and PFOS.

3M is evaluating any potential impact of these developments on its obligations under the SACO.

In August 2009, the MPCA issued a decision adopting remedial options for the Company’s Cottage Grove manufacturing facility.

The Company has completed remediation work and continues with operational and maintenance activities at the Oakdale and Woodbury sites.

Remediation work has been substantially completed at the Cottage Grove site, with operational and maintenance activities ongoing.

In October 2021, the Company received information requests from MPCA seeking additional toxicological and other information related to certain PFAS compounds.

The Company is cooperating with these inquires and is producing documents and information in response to the requests.

The Company is cooperating with these inquiries and is producing documents and information in response to the requests.

In June 2022, MPCA directed that the Company address the presence of PFAS in its stormwater discharge from the Cottage Grove facility.

The Company worked with MPCA to develop a plan to address its stormwater, which is embodied in an order issued by MPCA in December 2022.

In January 2024, MPCA issued a pre-publication notice of a draft Clean Water Act permit for 3M’s Cottage Grove facility, with significantly revised effluent limits for PFAS compounds in water discharged from the facility, some of which are below the limit of quantification for these compounds, and other conditions related to operation and maintenance of the Cottage Grove wastewater treatment facilities.

3M is engaging with the MPCA to address the permit terms and conditions and cannot at this time predict the outcome of such discussions.

The outcome of the Clean Water Act permit issuance process for the Cottage Grove facility could have a significant adverse impact on the facility's operations and the Company's businesses that receive products and other materials from the Cottage Grove facility, some of which may not be available or in similar quantities from other 3M facilities.

MPCA issued to the Company a Notice of Violation in March 2023, alleging that the Company is discharging stormwater containing PFAS at the 3M’s facility in Hutchinson, Minnesota.

The Company is working with MPCA regarding the allegations in the Notice of Violation.

In February 2020, as previously reported, the Company received an information request from EPA for documents and information related to, among other matters, the Company’s compliance with the Clean Water Act at its facilities that manufacture, process, and use PFAS, including the Decatur, Cordova, and Cottage Grove facilities, and the Company has completed its production of responsive documents and information.

The Company continues to work with relevant federal and state agencies (including EPA, the U.S.

Department of Justice, state environmental agencies and state attorneys general) as it conducts these reviews and responds to information, inspection, and other requests from the agencies.

As previously reported, in February 2020, the Company received an information request from EPA for documents and information related to, among other matters, the Company’s compliance with the Clean Water Act at its facilities that manufacture, process, and use PFAS, including the Decatur, Cordova, and Cottage Grove facilities, and the Company has completed its production of responsive documents and information.The Company continues to work with relevant federal and state agencies (including EPA, the U.S.

Department of Justice, state environmental agencies and state attorneys general) as it responds to information, inspection, and other requests from the agencies.

The Company is in negotiations with EPA, the U.S.

Department of Justice, and the Alabama, Illinois and Minnesota state environmental agencies to address claims arising under the Clean Water Act and the Toxic Substances Control Act related to the Company’s plants in those states.

Department of Justice, and the Alabama, Illinois and Minnesota state environmental agencies to address claims arising under the CWA and the TSCA related to the Company’s plants in those states.

The Company cannot predict at this time the outcomes of resolving these compliance matters, what actions may be taken by the regulatory agencies or the potential consequences to the Company.

Other Environmental Litigation

Other Environmental Matters

In July 2018, the Company, along with more than 120 other companies, was served with a complaint seeking cost recovery and contribution towards the cleaning up of approximately eight miles of the Lower Passaic River in New Jersey.

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Whether, and to what extent, the Company may be required to contribute to the costs at issue in the case remains to be determined.

As previously reported, in June 2020, the Company reported to EPA and MPCA that it had not fully complied with elements of the inspection, characterization and waste stream profile verification process of the Waste and Feedstream Analysis Plan (WAP/FAP) of its RCRA permit for its Cottage Grove incinerator.

The Company and EPA resolved this matter in which the Company has agreed to pay an administrative civil penalty.

Separately, the Cottage Grove facility received an Alleged Violation Letter from the MPCA in November 2023 following an inspection, alleging violations relating to materials shipped in 2023 to a hazardous waste disposal facility.

The Cottage Grove facility had self-reported this information to the MPCA in September 2023.

In December 2023, the Company provided a written response to the MPCA detailing what the Company believes to be the completion of all of the corrective actions identified in the Alleged Violation Letter (also including waste spills and container management).

In February 2024, the MPCA issued an administrative penalty order to the Company providing for a penalty that was not material to the Company, which the Company paid.

In January 2024 the Company received an information request from U.S.

EPA regarding an October 2023 reported release of 1,2-propylenimine at the Cottage Grove facility.

The Company responded to the information request.

For environmental matters and litigation described above, unless otherwise described below, no liability has been recorded as the Company believes liability in those matters is not probable and reasonably estimable and the Company is not able to estimate a possible loss or range of possible loss at this time.

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The Company periodically examines whether the contingent liabilities related to the environmental matters and litigation described above are probable and reasonably estimable based on experience and ongoing developments in those matters, including discussions regarding negotiated resolutions.

During the first nine months of 2023, as a result of ongoing review and recent developments in ongoing environmental matters and litigation (including the proposed PWS Settlement), the Company increased its accrual for PFAS-related other environmental liabilities by $ 10.5 billion and made related payments of $ 201 million.

As of September 30, 2023, the Company had recorded liabilities of $ 10.9 billion for “other environmental liabilities.” These amounts are reflected in the consolidated balance sheet within other current liabilities ($ 3.1 billion) and other liabilities ($ 7.8 billion).

During the first quarter of 2024, primarily as a result of interest accretion on the PWS Settlement, the Company increased its accrual for PFAS-related other environmental liabilities by $ 163 million and made related payments of $ 61 million.

As of March 31, 2024, the Company had recorded liabilities of $ 11.1 billion for “other environmental liabilities.” These amounts are reflected in the consolidated balance sheet within other current liabilities ($ 3.0 billion) and other liabilities ($ 8.1 billion).

The accruals represent the Company’s estimate of the probable loss in connection with the environmental matters and PFAS-related matters and litigation described above.

The Company is not able to estimate a possible loss or range of possible loss in excess of the established accruals at this time.

As of September 30, 2023, the Company had recorded liabilities of $ 35 million for estimated non-PFAS related “environmental remediation” costs to clean up, treat, or remove hazardous substances at current or former 3M manufacturing or third-party sites.

As of March 31, 2024, the Company had recorded liabilities of $ 36 million for estimated non-PFAS related “environmental remediation” costs to clean up, treat, or remove hazardous substances at current or former 3M manufacturing or third-party sites.

The Company evaluates available facts with respect to each individual site each quarter and records liabilities for remediation costs on an undiscounted basis when they are probable and reasonably estimable, generally no later than the completion of feasibility studies or the Company’s commitment to a plan of action.

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The Company has both pre-1986 general and product liability occurrence coverage and post-1985 occurrence reported product liability and other environmental coverage for environmental matters and litigation.

As of September 30, 2023, the Company’s receivable for insurance recoveries related to the environmental matters and litigation was $ 8 million.

As of March 31, 2024, the Company’s receivable for insurance recoveries related to the environmental matters and litigation was not material.

Various factors could affect the timing and amount of recovery of this and future expected increases in the receivable, including (i) delays in or avoidance of payment by insurers;

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Combat Arms Earplugs

The plaintiff asserts claims of product liability and fraudulent misrepresentation and concealment.

The plaintiff seeks various damages, including medical and related expenses, loss of income, and punitive damages.

In December 2018, a military veteran filed an individual lawsuit against 3M in the San Bernardino Superior Court in California alleging that he sustained personal injuries while serving in the military caused by 3M’s Dual-Ended Combat Arms Earplugs – Version 2, asserting claims of product liability and fraudulent misrepresentation and concealment, and seeking various damages.

In April 2019, the JPML granted motions to transfer and consolidate all cases pending in federal courts to the U.S.

District Court for the Northern District of Florida to be managed in an MDL proceeding to centralize pre-trial proceedings.

The plaintiffs and 3M filed preliminary summary judgment motions on the government contractor defense.

In July 2020, the MDL court granted the plaintiffs’ summary judgment motion and denied the defendants’ summary judgment motion, ruling that plaintiffs’ claims are not barred by the government contractor defense.

The court denied the Company’s request to immediately certify the summary judgment ruling for appeal to the U.S.

Court of Appeals for the Eleventh Circuit.

In December 2020, the court granted the plaintiffs’ motion to consolidate three plaintiffs for the first bellwether trial, which began in March 2021.

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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, as discussed below, prior to the CAE Settlement (as defined below), the Aearo Entities and 3M faced litigation from a significant number of claimants (in the range of 260,000 to 285,000 individual claimants).

As noted in the Respirator Mask/Asbestos Litigation — Aearo Technologie s section above, in July 2022, the Aearo Entities voluntarily initiated chapter 11 proceedings under the U.S.

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3M committed $ 1.0 billion to fund this trust and committed an additional $ 0.2 billion to fund projected related case expenses.

Under the terms of the agreement, the Company would provide additional funding if required by the Aearo Entities to resolve the matter as part of the chapter 11 proceeding.

Related to these actions, 3M reflected a pre-tax charge of $ 1.2 billion (within selling, general and administrative expenses), inclusive of fees and net of related existing accruals, in the second quarter of 2022.

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In August 2022, the Bankruptcy Court denied Aearo’s motion for a preliminary injunction to stay all Combat Arms related litigation against 3M.

In September 2022, the bankruptcy judge certified Aearo’s request to appeal the decision directly to the Seventh Circuit Court of Appeals and in October the Seventh Circuit accepted the appeal.

In December 2022, Aearo filed its opening brief with the Seventh Circuit appealing the bankruptcy court’s decision.

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As a result of this dismissal, the Court’s previous stay on the Aearo Combat Arms and Aearo respirator mask/asbestos litigation was lifted.

Also in June 2023, the bankruptcy judge certified a direct appeal of the motion to dismiss decision to the U.S.

Court of Appeals for the Seventh Circuit.

Aearo appealed the decision and the Seventh Circuit accepted the direct appeal.

Aearo appealed the decision to the Seventh Circuit which accepted the direct appeal.

Aearo’s appeals of the Bankruptcy Court’s preliminary injunction and motion to dismiss rulings are stayed as a result of the CAE Settlement (as defined below).

As a result of the June 2023 bankruptcy dismissal, 3M reconsolidated the former deconsolidated Aearo Entities, in the second quarter of 2023, resulting in an immaterial income statement impact.

A summary of affected material consolidated balance sheet amounts is included at the end of this Combat Arms litigation discussion.

Related to the dismissal of the bankruptcy, in May 2023, the federal and state MDL courts issued orders providing that mediation would resume.

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

Pursuant to the CAE Settlement, 3M will contribute a total amount of $ 6.0 billion between 2023 and 2029, which is structured under the CAE Settlement to include $ 5.0 billion in cash consideration and $ 1.0 billion in 3M common stock.

The Company may, in its sole discretion, settle the equity portion in cash.The actual amount, payment terms and dates are subject to satisfaction of certain participation thresholds claimants must meet, including that at least 98 % of individuals with actual or potential litigation claims involving the Combat Arms Earplugs (calculated as described in the CAE Settlement) must have enrolled in the CAE Settlement and provided 3M with a full release of claims involving the Combat Arms Earplugs.

The CAE Settlement contemplates that the shares of 3M common stock to be issued in the CAE Settlement, if and when issued, will be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended.

In October 2023, the MDL court issued an order to hold a hearing jointly with the Fourth Judicial District Court of Minnesota, to be held on December 11, 2023, to consider whether the proposed transfer of common stock by the Company as partial consideration in the settlement of claims pursuant to the CAE Settlement is fair to claimants, as required by 15 U.S.C.

Section 77c(a)(10).

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

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

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

The CAE Settlement was originally structured to include $ 5.0 billion in cash consideration and $ 1.0 billion in 3M common stock.

The Company in its sole discretion could have elected to settle the equity portion in cash.

In January 2024, 3M and the Aearo Entities amended the settlement to include, among other things, an irrevocable election by 3M to pay cash for the $ 1 billion in payments that could have been paid either in cash or in stock.

The CAE Settlement provides that 3M does not admit any liability or wrongdoing.

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The MDL court cases and Eleventh Circuit appeals for the 13 bellwether plaintiffs have all been dismissed consistent with the terms of the CAE Settlement.

During the first nine months of 2023, as a result of ongoing review and recent developments in ongoing litigation (including the CAE Settlement), the Company increased its existing accrual for Combat Arms Earplugs by $ 4.2 billion and made the related payments noted above.

As of September 30, 2023, the Company had an accrued liability of $ 5.2 billion related to Combat Arms Earplugs.

3M paid $ 250 million in December 2023 related to the receipt of expedited releases, and made a payment of an additional $ 253 million on January 31, 2024 based on 100% participation level of "wave" case claimants.

On March 26, 2024, the Company announced that, as of the final registration date for the CAE settlement agreement, more than 99 % of claimants are participating in the Settlement.

Out of a total of more than 293,000 claims, more than 249,000 claimants have registered to participate in the Settlement.

In addition, more than 41,000 claims have been dismissed by the courts administering the agreements.

With the 98 % participation threshold having been met, the Company made a $ 350 million payment on April 15, 2024 pursuant to the payment schedule set forth in the settlement agreement.

In addition, Aearo and the Company are actively engaged in insurance recovery activities to offset a portion of the settlement payments.

Formal recovery processes are underway through a lawsuit filed in Delaware, as well as arbitration proceedings.

During the first quarter of 2024, primarily as a result of interest accretion on the CAE Settlement, the Company increased its existing accrual for Combat Arms Earplugs by $ 68 million and made the related payments noted above.

As of March 31, 2024, the Company had an accrued liability of $ 4.8 billion related to Combat Arms Earplugs.

This amount is reflected within contingent liability claims and other within other current liabilities ($ 2.0 billion) and within other liabilities ($ 2.8 billion) on 3M’s consolidated balance sheet.

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The Company is not able to estimate a possible loss or range of possible loss in excess of the established accruals at this time.

Additionally, as a result of reconsolidation in the second quarter of 2023 of the former deconsolidated Aearo Entities, the following balances on 3M’s consolidated balance sheet as of December 31, 2022 do not appear on the comparative consolidated balance sheet as of September 30, 2023:

• $ 0.7 billion asset balance in equity and other investments (within other assets), reflecting 3M’s equity investment interest in the entities.

• $ 0.6 billion net liability for former intercompany amounts due from 3M to the deconsolidated entities.

The gross balances were reflected in other liabilities ($ 0.9 billion) and other assets ($ 0.3 billion).

Insect Repellent

In October 2023, a putative class action was filed against 3M in the United States District Court in the Southern District of California with various allegations related to the alleged presence of benzene, a known human carcinogen, in 3M’s Ultrathon™ Insect Repellent 8 spray.

The plaintiffs seek damages and other relief based on theories of negligence, strict liability, and violations of California’s unfair competition law and Maryland’s consumer protection act.

3M is assessing the allegations in the complaint and will respond within the time established by the court proceedings.

No liability has been recorded for this litigation matter because the Company believes that any such liability is not probable and estimable at this time.

As of September 30, 2023, the Company was a named defendant in approximately 5,922 lawsuits in the United States and one Canadian putative class action with a single named plaintiff, alleging that they underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections due to the use of the Bair Hugger™ patient warming system.

As of March 31, 2024, the Company was a named defendant in over 6,600 lawsuits in the United States and one Canadian putative class action with a single named plaintiff, alleging that they underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections due to the use of the Bair Hugger patient warming system.

The plaintiffs seek damages and other relief based on theories of strict liability, negligence, breach of express and implied warranties, failure to warn, design and manufacturing defect, fraudulent and/or negligent misrepresentation/concealment, unjust enrichment, and violations of various state consumer fraud, deceptive or unlawful trade practices and/or false advertising acts.

Potential liabilities associated with these lawsuits have been allocated to Solventum pursuant to the separation and distribution agreement summarized at the beginning of this note.

Solventum will indemnify and defend the Company in these actions.

The JPML consolidated all cases pending in federal courts to the U.S.

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Supreme Court declined 3M’s request to review the Eighth Circuit court’s decision.

The MDL court has not yet issued a new case management order.

Separately, in August 2021, the Eighth Circuit court affirmed the 2018 jury verdict in 3M’s favor in the only bellwether trial in the MDL.

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Mediation sessions took place in May and August 2022 without success in resolving the litigation.

The MDL court assigned a new mediator to facilitate discussions of the litigation and possible resolution.

In April 2023, plaintiffs filed a motion to disqualify the judge and magistrate judge overseeing the MDL, which motion was denied.

The parties, working with the mediator, agreed on the beginning of a bellwether process, which is underway, with federal court trials to potentially begin in 2024.

In addition to the federal cases, there are four state court cases relating to the Bair Hugger™ patient warming system.

The MDL court in 2023 assigned a new mediator to facilitate discussions of the litigation and possible resolution.

The MDL court denied plaintiffs' April 2023 motion to disqualify the judge and magistrate judge overseeing the MDL.

The parties, working with the new mediator, agreed on a bellwether process, selecting 34 cases, with federal court trials to potentially begin in 2024 or early 2025.

The MDL court transferred the non-Minnesota bellwether cases during April 2024.

In addition to the federal cases, there are six state court cases relating to the Bair Hugger patient warming system.

Two are pending in Missouri state court and combine Bair Hugger product liability claims with medical malpractice claims.

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the jury returned a verdict in 3M’s favor on all the claims.

The trial court denied plaintiff’s motion for a new trial, and plaintiffs have filed a notice of appeal.

The other Missouri case is scheduled for trial in 2024.

There is also one case in Etowah County, Alabama that combines Bair Hugger™ product liability claims with medical malpractice claims.

The trial court denied plaintiff’s motion for a new trial, and plaintiffs have appealed.

The other Missouri case is scheduled for trial in September 2024.

There is one case in Etowah County, Alabama that combines Bair Hugger product liability claims with medical malpractice claims.

It is set for trial in November 2024.

A Texas case that we had removed to federal court was remanded to state court in January 2024, and a Pennsylvania case that we removed to federal court was remanded to state court in April 2024.

Finally, a putative class action has been filed in Ramsey County, Minnesota, seeking economic damages for the use of the Bair Hugger system in orthopedic surgeries of medically obese people in Minnesota from May 2017 to the present.

The Ramsey County court denied a motion to dismiss in August 2023.

Two other state cases have been resolved in 2023, including a Missouri state court case that was voluntarily dismissed in June 2023.

Discovery is underway and the case is scheduled to be ready for trial in the second quarter of 2025.

Three other state court cases have been resolved in 2023, including a Missouri state court case that was voluntarily dismissed in June 2023 and a Texas state court case that was voluntarily dismissed in September 2023.

Two cases (both in Montana) have been removed to federal court, and plaintiffs' motions to remand are pending.

As previously disclosed, 3M had been named a defendant in 61 cases in Minnesota state court.

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The KCI Defendants filed a renewed motion for summary judgment in March 2023.

In July 2023, the parties filed a joint status report with the court notifying the court of the parties’ agreement to mediate the matter, with mediation currently scheduled for November 2023.

In July 2023, the parties filed a joint status report notifying the court of the parties’ agreement to mediate the matter in November 2023.

As a result of a mediation held in November 2023, the relator-plaintiff and KCI reached an agreement in principle to settle the case and resolve all the remaining claims in this action, including the dismissal of the relator-plaintiff’s complaint with prejudice, subject to the agreement of the government and the parties’ negotiation and agreement of all remaining terms of the settlement.

The KCI Defendants and relator-plaintiff have jointly requested that the court continue to hold in abeyance any hearing on the KCI Defendants’ pending Renewed Motion for Summary Judgment and any further proceedings in this case, to allow the parties to confer with counsel for the government and negotiate the remaining terms of the settlement agreement.

The KCI Defendants and the relator-plaintiff submitted an updated status report to the court during January 2024.

For the KCI-related matters described in this section for which a liability has been recorded, the amount recorded is not material to the Company’s consolidated results of operations or financial condition.

The Company is not able to estimate a possible loss or range of possible loss in excess of the recorded liability at this time.

Compliance Matter

The Company, through its internal processes, discovered certain travel activities and related funding and record keeping issues raising concerns, arising from marketing efforts by certain business groups based in China.

The Company initiated an internal investigation to determine whether the expenditures may have violated the U.S.

Foreign Corrupt Practices Act ("FCPA") or other potentially applicable anti-corruption laws.

In July 2019, the Company voluntarily disclosed this investigation to both the Department of Justice ("DOJ") and Securities and Exchange Commission ("SEC") and cooperated with both agencies.

In August 2023, the Company resolved the investigation with both agencies.

The DOJ closed its investigation with no action taken against the Company.

Without admitting or denying the findings, the Company entered into a voluntary settlement with the SEC which found violations of the books and records and internal accounting controls provisions of Sections 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934.

The resolution includes an agreement to cease and desist from committing any violations of these provisions and payment of approximately $ 6.5 million .

Any potential liabilities in excess of the existing recorded liability associated with this matter have been allocated to Solventum pursuant to the separation and distribution agreement summarized at the beginning of this note.

Solventum will indemnify and defend the Company in this action.

Business Segments

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

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

On April 1, 2024, 3M completed the previously announced separation of its Health Care business as a separate public company, Solventum (see Note 3 for additional information).

3M is an integrated enterprise characterized by substantial intersegment cooperation, cost allocations and inventory transfers.

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Business segment operating income (loss) excludes certain expenses and income that are not allocated to business segments (as described below in “Corporate and Unallocated”).

Effective in the first quarter of 2023, the measure of segment operating performance and segment composition used by 3M’s chief operating decision maker (CODM) changed and, as a result, 3M’s disclosed measure of segment profit/loss (business segment operating income (loss)) was updated.

The change to business segment operating income (loss) aligns with the update to how the CODM assesses performance and allocates resources for the Company’s business segments.

Effective in the first quarter of 2024, 3M made certain changes within its business segments in its continuing effort to improve the alignment of businesses around markets and customers.

The changes included the items described below.

The financial information presented herein reflects the impact of these business segment reporting changes for all periods presented.

Reflecting gains/losses from sale of property, plant and equipment (PPE) and other assets within Corporate and Unallocated Change

3M updated its business segment operating performance measure to reflect all gains/losses from sales of PPE and other assets within Corporate and Unallocated.

Previously, certain of these gains/losses were included in 3M’s business segments’ operating performance.

Movement of certain businesses between segments

The businesses associated with two groups of products (each with approximately $ 25 million in annual sales) were realigned with one moving from the Consumer business segment to the Health Care business segment and the other moving from the Health Care business segment to the Consumer business segment.

Also effective in the first quarter of 2023, the Consumer business segment re-aligned from four divisions to the following three divisions:

Home, Health and Auto Care;

Construction and Home Improvement Markets;

and Stationery and Office.

While they impacted the composition of certain divisions within 3M's business segments, they did not change the overall composition of segments or the measure of segment operating performance used by 3M’s chief operating decision maker (CODM).

The financial information presented herein reflects the impact of these changes for all periods presented.

Creation of Industrial Specialties division (within Safety and Industrial business segment) and Commercial Branding and Transportation division (within Transportation and Electronics business segment)

3M created the Industrial Specialties division within Safety and Industrial business segment, which consists of the former Closure and Masking Systems division along with certain products formerly within Industrial Adhesive and Tapes division and the Personal Safety division.

Further, 3M created the Commercial Branding and Transportation division within the Transportation and Electronics business segment, which consists of the former Commercial Solutions division and the Transportation Safety division.

Re-alignment from three to four divisions within Consumer business segment

The Consumer business segment re-aligned from three divisions to the following four divisions:

Consumer Safety and Well-Being, Home and Auto Care, Home Improvement, and Packaging and Expression.

Division name changes within the Health Care business segment

The names of three of the Heath Care segment's divisions were changed.

The Medical Solutions, Oral Care, and Separation and Purification Sciences divisions were renamed to Medical Surgical (MedSurg), Dental Solutions, and Purification and Filtration, respectively.

Business Segment Information

(Millions) Three months ended

September 30, Nine months ended

September 30,

Net Sales 2023 2022 2023 2022

Three months ended

Net Sales (Millions)

Safety and Industrial $ 2,732 $ 2,779

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Total Company $ 8,003 $ 8,031

Three months ended

September 30, Nine months ended

September 30,

Operating Performance 2023 2022 2023 2022

Operating Performance (Millions)

Safety and Industrial $ 657 $ 601

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Divestiture costs ( 121 ) ( 102 )

Gain on business divestitures 36 2,724 36 2,724

Divestiture-related restructuring actions — ( 41 ) — ( 41 )

Russia exit (charges) benefits — ( 109 ) 18 ( 109 )

Total corporate special items ( 184 ) ( 184 )

Other corporate expense - net ( 72 ) ( 42 ) ( 165 ) 12

Other corporate (expense) income - net

Total Corporate and Unallocated ( 207 ) ( 193 )

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Prior to the bankruptcy, costs associated with Combat Arms Earplugs matters were not included in the Corporate net costs for significant litigation special item, instead being reflected in the Safety and Industrial business segment.

Corporate special items also include divestiture costs, gain/loss on business divestitures (see Note 3), divestiture-related restructuring costs (see Note 5), and Russia exit costs/ benefits (see Note 13).

Divestiture costs include costs related to separating and divesting substantially an entire business segment of 3M following public announcement of its intended divestiture.

Other corporate expense-net includes items such as net costs related to limited unallocated corporate staff and centrally managed material resource centers of expertise costs, corporate philanthropic activity, gains/losses from sales of PPE and other assets, and other net costs that 3M may choose not to allocate directly to its business segments.

Other corporate expense-net also includes costs and income from transition supply, manufacturing, and service arrangements with Neogen Corporation following the 2022 split-off of 3M's Food Safety business.

Items classified as revenue from this activity are included in Corporate and Unallocated net sales.

Corporate special items also include divestiture costs impacting operating income.

These include costs related to separating and divesting substantially an entire business segment of 3M following public announcement of its intended divestiture.

Other corporate expense-net includes certain enterprise and governance activities resulting in unallocated corporate costs and other activity and net costs that 3M may choose not to allocate directly to its business segments.

Because Corporate and Unallocated includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements