What changed in this filing

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Item 1. Financial Statements

2024-07-26 compared with 2024-04-30 · 609 added, 388 removed, 1105 unchanged (47% of the section changed)

3 unchanged sentences

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(Millions, except per share amounts) 2024 2023 2024 2023

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Other expense (income), net ( 138 ) 72 82 128

Income (loss) before income taxes 1,237 1,189

Income (loss) from continuing operations before income taxes 1,410 ( 9,430 ) 2,339 ( 8,620 )

Provision (benefit) for income taxes 203 ( 2,261 ) 423 ( 2,116 )

Income (loss) of consolidated group 932 979

Income (loss) from continuing operations of consolidated group 1,207 ( 7,169 ) 1,916 ( 6,504 )

Income (loss) from unconsolidated subsidiaries, net of taxes 3 3 4 5

Net income (loss) including noncontrolling interest 933 981

Net income (loss) from continuing operations including noncontrolling interest 1,210 ( 7,166 ) 1,920 ( 6,499 )

Net income (loss) attributable to noncontrolling interest 6 5 11 10

Net income (loss) from continuing operations attributable to 3M 1,204 ( 7,171 ) 1,909 ( 6,509 )

Net income (loss) from discontinued operations, net of taxes

( 59 ) 330 164 644

Net income (loss) attributable to 3M $ 1,145 $ ( 6,841 ) $ 2,073 $ ( 5,865 )

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

Weighted average 3M common shares outstanding — basic 553.8 553.9 554.4 553.3

Earnings (loss) per share attributable to 3M common shareholders — basic $ 1.67 $ 1.77

Earnings (loss) per share from continuing operations — basic

$ 2.17 $ ( 12.94 ) $ 3.44 $ ( 11.76 )

Earnings (loss) per share from discontinued operations — basic

( 0.10 ) 0.59 0.30 1.16

Earnings (loss) per share — basic

$ 2.07 $ ( 12.35 ) $ 3.74 $ ( 10.60 )

Weighted average 3M common shares outstanding — diluted 554.8 553.9 555.3 553.3

Earnings (loss) per share attributable to 3M common shareholders — diluted $ 1.67 $ 1.76

Earnings (loss) per share from continuing operations — diluted

$ 2.17 $ ( 12.94 ) $ 3.44 $ ( 11.76 )

Earnings (loss) per share from discontinued operations — diluted

( 0.10 ) 0.59 0.29 1.16

Earnings (loss) per share — diluted $ 2.07 $ ( 12.35 ) $ 3.73 $ ( 10.60 )

The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.

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(Millions) 2024 2023 2024 2023

Net income (loss) attributable to 3M $ 1,145 $ ( 6,841 ) $ 2,073 $ ( 5,865 )

Net income (loss) attributable to noncontrolling interest 6 5 11 10

Net income (loss) including noncontrolling interest

1,151 ( 6,836 ) 2,084 ( 5,855 )

Other comprehensive income (loss), net of tax:

9 unchanged sentences

Consolidated Balance Sheet

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

(Dollars in millions, except per share amount) June 30, 2024 December 31, 2023

Current assets

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Other current assets 1,098 326

Current assets of discontinued operations — 2,379

Total current assets 19,515 16,379

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Other assets 8,196 6,806

Non-current assets of discontinued operations — 11,343

Total assets $ 43,377 $ 50,580

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Other current liabilities 9,052 6,660

Current liabilities of discontinued operations — 1,723

Total current liabilities 14,345 15,297

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Other liabilities 11,103 14,021

Non-current liabilities of discontinued operations — 686

Total liabilities 39,389 45,712

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944,033,056 shares issued

Shares outstanding - March 31, 2024:

Shares outstanding - December 31, 2023:

Shares outstanding - June 30, 2024:

549,353,621 , December 31, 2023:

Additional paid-in capital 7,146 6,956

2 unchanged sentences

( 33,147 ) ( 32,859 )

Shares at March 31, 2024:

Shares at December 31, 2023:

Shares at June 30, 2024:

394,679,435 , December 31, 2023:

Accumulated other comprehensive income (loss) ( 5,567 ) ( 6,778 )

6 unchanged sentences

Consolidated Statement of Cash Flows 1

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(Millions) 2024 2023

28 unchanged sentences

Dividends paid to shareholders ( 1,221 ) ( 1,655 )

Cash transferred to Solventum related to separation, net

Other — net ( 57 ) ( 9 )

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The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.

1 The Consolidated Statements of Cash Flows include the results of continuing and discontinued operations and, therefore, also include cash and cash equivalents associated with Solventum through its April 2024 separation from 3M that were presented in current assets of discontinued operations in the 3M Consolidated Balance Sheet.

3M Company and Subsidiaries

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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.

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.

Certain amounts in prior periods’ consolidated financial statements have been reclassified to conform to current period presentation.

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

• As discussed in Note 2, on April 1, 2024, 3M completed the previously announced separation of its Health Care business (the Separation) through a pro rata distribution of 80.1 % of the outstanding shares of Solventum Corporation (Solventum) to 3M stockholders.

As a result of the Separation, Solventum became an independent public company and 3M no longer consolidates Solventum into 3M’s financial results.

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

• 3M made certain changes to the composition of segment information reviewed by 3M's chief operating decision maker (CODM) effective in the second quarter of 2024 largely as a result of the separation of Solventum and changes within its business segments effective in the first quarter of 2024 as further described in Note 19.

To the extent these changes impacted 3M's disclosed disaggregated revenue information, data in Note 3 has also been updated.

New Accounting Pronouncements:

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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 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 Surgical Division), which was $ 139 million and $ 139 million during the three months ended March 31, 2024 and 2023, respectively.

Discontinued Operations

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.

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

federal income tax purposes.

To reflect the completion of the spin, 3M recorded a decrease in shareholders equity for the net book value of applicable assets and liabilities included in the Separation, net of the book value of 3M's retained ownership.

As a result of the Separation, Solventum became an independent public company and 3M no longer consolidates Solventum into 3M’s financial results.

Following the Separation, as 3M no longer controls or has the ability to exert significant influence over Solventum, 3M measures, at fair value on a recurring basis, its retained ownership interest in Solventum common stock (see additional information in Note 7).

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 transition service, distribution, and contract manufacturing agreements;

as well as certain commercial supply agreements.

The transition service and distribution agreements have overall terms of two years following the Separation and each may be extended an additional year.

The transition contract manufacturing agreement's term is three years with an ability to extend under certain circumstances.

Supply agreements, by which each company may provide product to the other, have initial three-year terms, but may extend for particular products up to ten or twelve years following the Separation, under certain circumstances.

In addition, the companies had certain amounts due between them as of the Separation date.

3M continuing involvement with Solventum in the form of net sales under supply agreements and income from transition agreements is reflected in amounts disclosed in Note 19 relative to "Corporate and Unallocated" (recorded as net sales and associated costs) and "Other" (recorded as a direct offset to associated costs), respectively.

Solventum transition agreement income for the three months ended June 30, 2024 included in "Other" was approximately $ 30 million (approximately $ 200 million gross fees, net of assigned costs).

Transition services or purchases from Solventum are not material to 3M.

Amounts due from Solventum and amounts due to Solventum under the agreements described above were approximately $ 0.5 billion and $ 0.2 billion, respectively, as of June 30, 2024.

Information regarding net income (loss) from discontinued operations, net of taxes includes the following:

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Net Income (Loss) from Discontinued Operations, Net of Taxes (millions)

2024 2023 2024 2023

$ — $ 2,042 $ 1,987 $ 4,018

Cost of sales — 878 844 1,747

Other operating expenses

46 764 837 1,496

Other expense (income), net

— ( 7 ) 44 ( 11 )

Income (loss) from discontinued operations before income taxes

( 46 ) 407 262 786

Provision for income taxes

Net income (loss) from discontinued operations, net of taxes

$ ( 59 ) $ 330 $ 164 $ 644

Major classes of assets and liabilities of discontinued operations include the following:

Assets and Liabilities of Discontinued Operations (millions)

December 31, 2023

Cash and cash equivalents $ 198

Marketable securities — current 3

Accounts receivable — net 1,149

Inventories 878

Other current assets 151

Current assets of discontinued operations 2,379

Property, plant and equipment — net 1,469

Operating lease right of use assets 102

Goodwill 6,545

Intangible assets — net 2,903

Other assets 324

Non-current assets of discontinued operations 11,343

Accounts payable 469

Accrued payroll 209

Accrued income taxes 61

Operating lease liabilities — current 33

Other current liabilities 951

Current liabilities of discontinued operations 1,723

Pension and postretirement benefits 315

Operating lease liabilities 70

Other liabilities 301

Non-current liabilities of discontinued operations 686

Cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statement of Cash Flows for all periods presented.

Selected financial information related to cash flows from discontinued operations is below.

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Selected Cash Flows from Discontinued Operations (millions)

Depreciation and amortization $ 139 $ 277

Purchases of property, plant and equipment (PP&E) 77 104

Disaggregated Revenue Information:

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Net Sales by Division (millions) 2024 2023 2024 2023

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Industrial Specialties Division

285 298 569 606

Personal Safety 857 849 1,714 1,717

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Commercial Branding and Transportation

672 695 1,282 1,310

Electronics 746 714 1,471 1,386

Total Transportation and Electronics Business Segment 2,143 2,191 4,247 4,241

Health Information Systems 300 300

Medical Surgical (MedSurg)

Dental Solutions

Purification and Filtration

Other Health Care 14 14

Total Health Care Business Group 2,017 2,010

Consumer Safety and Well-Being 280 278 546 548

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Packaging and Expression 312 323 551 586

Total Consumer Business Group 1,140 1,192

Total Consumer Business Segment

1,263 1,293 2,403 2,485

Corporate and Unallocated 86 22 112 45

Other 4 12 18 23

Total Company $ 6,255 $ 6,283 $ 12,271 $ 12,338

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Net Sales by Geographic Area (millions) 2024 2023 2024 2023

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Worldwide $ 6,255 $ 6,283 $ 12,271 $ 12,338

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.

Americas included United States net sales to customers of $ 2.8 billion and $ 5.3 billion for the three and six months ended June 30, 2024, respectively, and $ 2.8 billion and $ 5.3 billion for the three and six months ended June 30, 2023, respectively.

Asia Pacific included China/Hong Kong net sales to customers of $ 0.7 billion and $ 1.4 billion for the three and six months ended June 30, 2024, respectively, and $ 0.6 billion and $ 1.3 billion for the three and six months ended June 30, 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:

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.

On April 1, 2024, 3M completed the separation of its Health Care business (the Separation) through a pro rata distribution of 80.1 % of the outstanding shares of Solventum Corporation (Solventum) to 3M stockholders.

See Note 2 for additional detail, including information regarding reporting the historical net income of Solventum and applicable assets and liabilities included in the Separation in 3M's consolidated financial statements as discontinued operations.

Goodwill and Intangible Assets

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

(Millions) Safety and Industrial Transportation and Electronics Consumer Corporate and Unallocated

Total Company

Balance as of December 31, 2023 $ 4,542 $ 1,512 $ 270 $ 58 $ 6,382

Translation and other ( 42 ) ( 10 ) ( 12 ) — ( 64 )

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

Balance as of June 30, 2024 $ 4,500 $ 1,502 $ 258 $ 58 $ 6,318

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.

As of June 30, 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) March 31, 2024 December 31, 2023

(Millions) June 30, 2024 December 31, 2023

Customer related $ 1,328 $ 1,337

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(Millions) 2024 2023 2024 2023

Amortization expense $ 27 $ 29 $ 54 $ 59

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

Expected amortization expense for acquired amortizable intangible assets recorded as of June 30, 2024 follows:

(Millions) Remainder of 2024

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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.

This aggregate initiative, beginning in the first quarter of 2023 and continuing through 2025, is expected (as updated to exclude discontinued operations) to impact approximately 8,000 positions worldwide with an expected pre-tax charge of $ 700 million to $ 800 million over that period.

During 2023, management approved and committed to undertake associated actions resulting in a 2023 pre-tax charge of $ 415 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.

During 2024, management approved and committed to undertake additional actions under this initiative impacting approximately 700 positions resulting in a pre-tax charge of $ 35 million and $ 138 million in the second quarter and six months ended June 30, 2024, respectively.

Since its beginning in 2023 through committed second quarter 2024 actions, this initiative has impacted approximately 6,400 positions worldwide.

Remaining activities related to the restructuring actions approved and committed through June 30, 2024 under this initiative are expected to be completed in 2025.

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

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(Millions) 2024 2023 2024 2023

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

Three months ended March 31,

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

Three months ended June 30,

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

Safety and Industrial $ 13 $ 5 $ 18 $ 44 $ — $ 44

Transportation and Electronics 7 4 11 25 — 25

Health Care 7 14 21 2

Consumer 4 2 6 13 — 13

1 unchanged sentence

Total operating expense $ 24 $ 11 $ 35 $ 182 $ 20 $ 202

Six months ended June 30,

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

Safety and Industrial $ 39 $ 25 $ 64 $ 54 $ — $ 54

Transportation and Electronics 16 18 34 37 — 37

Consumer 9 11 20 16 — 16

Corporate and unallocated 6 14 20 125 20 145

Total operating expense $ 70 $ 68 $ 138 $ 232 $ 20 $ 252

Restructuring actions, including cash and non-cash impacts, follow:

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Incremental expense incurred in the first quarter of 2024

Incremental expense incurred in the second quarter of 2024 24 11 35

Non-cash changes — ( 68 ) ( 68 )

Cash payments ( 92 ) — ( 92 )

Accrued restructuring action balance as of March 31, 2024

Accrued restructuring action balance as of June 30, 2024

$ 89 $ — $ 89

2 unchanged sentences

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.

During 2024, management approved and committed to undertake additional related workforce actions impacting approximately 60 positions resulting in a pre-tax charge of $ 8 million and $ 12 million primarily impacting cost of sales in the second quarter and six months ended June 30, 2024, respectively.

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

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

This initiative, beginning in 2023 through committed second quarter 2024 actions, has impacted approximately 610 positions worldwide.

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

2 unchanged sentences

Incremental expense incurred in the first quarter of 2024

Incremental expense incurred in the second quarter of 2024

Cash payments ( 17 )

Accrued restructuring action balance as of March 31, 2024

Accrued restructuring action balance as of June 30, 2024

Supplemental Income (Loss) Statement Information

1 unchanged sentence

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June 30, Six months ended

(Millions) 2024 2023 2024 2023

2 unchanged sentences

Pension and postretirement net periodic benefit cost (benefit) 796 ( 25 ) 785 ( 51 )

Solventum ownership - change in value

( 1,113 ) — ( 1,113 ) —

Total $ ( 138 ) $ 72 $ 82 $ 128

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.

Beginning in the second quarter and third quarter of 2023, interest expense also includes imputed interest associated with the obligations resulting from the PWS Settlement and the CAE Settlement, respectively (discussed in Note 17).

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.

The second quarter of 2024 non-service cost component above was impacted by a $ 795 million pension settlement charge.

Refer to Note 13 for additional details on the components of pension and postretirement net periodic benefit cost (benefit).

Solventum ownership - change in value relates to the change in value of 3M's retained ownership interest in common stock of Solventum Corporation, an independent public company.

Solventum separated from 3M in April 2024 (discussed in Note 2).

At June 30, 2024, the balance of net unrealized gain on this investment is $ 1.1 billion.

Supplemental Equity and Comprehensive Income (Loss) Information

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:

Cash dividends declared and paid totaled $ 1.51 and $ 0.70 for the first and second quarters of 2024, respectively, and $ 1.50 per share for each of the first and second quarters of 2023, or $ 2.21 and $ 3.00 per share for the first six months of 2024 and 2023, respectively.

The table below presents the consolidated changes in equity for three and six months ended June 30, 2024 and 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 December 31, 2023

Balance at March 31, 2024

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

2 unchanged sentences

674 675 ( 1 )

Solventum spin-off

( 2,169 ) ( 2,753 ) 584

Dividends declared ( 386 ) ( 386 )

2 unchanged sentences

Issuances pursuant to stock option and benefit plans 12 ( 3 ) 15

Balance at June 30, 2024

$ 3,988 $ 7,155 $ 35,475 $ ( 33,147 ) $ ( 5,567 ) $ 72

Balance at March 31, 2023

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

Net income ( 6,836 ) ( 6,841 ) 5

Other comprehensive income (loss), net of tax 98 97 1

Dividends declared ( 828 ) ( 828 )

Stock-based compensation 42 42

Issuances pursuant to stock option and benefit plans 30 ( 7 ) 37

Balance at June 30, 2023

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

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, 2023

$ 4,868 $ 6,965 $ 37,479 $ ( 32,859 ) $ ( 6,778 ) $ 61

Net income (loss) 2,084 2,073 11

Total other comprehensive income (loss), net of tax 627 627 —

Solventum spin-off

( 2,169 ) ( 2,753 ) 584

Dividends declared ( 1,221 ) ( 1,221 )

Stock-based compensation 190 190

Reacquired stock ( 421 ) ( 421 )

Issuances pursuant to stock option and benefit plans 30 ( 103 ) 133

Balance at June 30, 2024

$ 3,988 $ 7,155 $ 35,475 $ ( 33,147 ) $ ( 5,567 ) $ 72

Balance at December 31, 2022

$ 14,770 $ 6,700 $ 47,950 $ ( 33,255 ) $ ( 6,673 ) $ 48

Net income ( 5,855 ) ( 5,865 ) 10

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

Total other comprehensive income (loss), net of tax 241 240 1

Dividends declared ( 1,655 ) ( 1,655 )

2 unchanged sentences

Issuances pursuant to stock option and benefit plans 218 ( 140 ) 358

Balance at March 31, 2023

Balance at June 30, 2023

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

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 December 31, 2023, net of tax:

Balance at March 31, 2024, net of tax:

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

3 unchanged sentences

Total other comprehensive income (loss), before tax ( 137 ) 1,094 ( 7 ) 950

Tax effect (1)

( 7 ) ( 268 ) — ( 275 )

Total other comprehensive income (loss), net of tax ( 144 ) 826 ( 7 ) 675

Solventum spin-off 64 520 — 584

Balance at June 30, 2024, net of tax:

$ ( 2,795 ) $ ( 2,737 ) $ ( 35 ) $ ( 5,567 )

Balance at March 31, 2023, net of tax:

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

Other comprehensive income (loss), before tax:

Amounts before reclassifications 3 — 72 75

Amounts reclassified out 39 65 ( 40 ) 64

Total other comprehensive income (loss), before tax 42 65 32 139

( 18 ) ( 15 ) ( 9 ) ( 42 )

Total other comprehensive income (loss), net of tax 24 50 23 97

Balance at June 30, 2023, net of tax:

$ ( 2,688 ) $ ( 3,737 ) $ ( 8 ) $ ( 6,433 )

Balance at December 31, 2023, net of tax:

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Total other comprehensive income (loss), before tax ( 333 ) 1,257 27 951

Tax effect (1)

( 20 ) ( 296 ) ( 8 ) ( 324 )

Total other comprehensive income (loss), net of tax ( 353 ) 961 19 627

Balance at March 31, 2023, net of tax:

Solventum spin-off

Balance at June 30, 2024, net of tax:

$ ( 2,795 ) $ ( 2,737 ) $ ( 35 ) $ ( 5,567 )

Balance at December 31, 2022, net of tax:

$ ( 2,828 ) $ ( 3,838 ) $ ( 7 ) $ ( 6,673 )

Other comprehensive income (loss), before tax:

Amounts before reclassifications 108 — 78 186

Amounts reclassified out 39 129 ( 81 ) 87

Total other comprehensive income (loss), before tax 147 129 ( 3 ) 273

( 7 ) ( 28 ) 2 ( 33 )

Total other comprehensive income (loss), net of tax 140 101 ( 1 ) 240

Balance at June 30, 2023, net of tax:

$ ( 2,688 ) $ ( 3,737 ) $ ( 8 ) $ ( 6,433 )

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(millions) 2024 2023 2024 2023

Cumulative Translation Adjustment

$ — $ — $ — $ —

Defined benefit pension and postretirement plans adjustment ( 216 ) ( 15 ) ( 229 ) ( 28 )

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• 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.

The effective tax rate on a continuing operations basis for the second quarter of 2024 was 14.4 percent on pre-tax income compared to 24.0 percent on a pre-tax loss in the prior year.

The effective tax rate for the first six months of 2024 was 18.1 percent compared to 24.6 percent in the prior year.

The primary factors that impacted the comparison of these rates year-over -year were the second quarter 2023 charge related to the settlement agreement with public water systems in the United States regarding PFAS (see Note 17) and the tax rate associated with second quarter 2024 benefit related to the change in value of the retained ownership interest in Solventum.

The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of June 30, 2024 and December 31, 2023 on a continuing operations basis are $ 691 million and $ 671 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.

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.

The net deferred tax assets are included as components of Other Assets and Other Liabilities within the Consolidated Balance Sheet.

As of June 30, 2024, 3M's net non current deferred tax asset balance was approximately $ 4.0 billion.

This included a balance of approximately $ 3.2 billion as a result of the 2023 pre-tax charges related to the PWS Settlement and the CAE Settlement (both discussed in Note 17).

As of June 30, 2024 and December 31, 2023, on a continuing operations basis, the Company had valuation allowances of $ 1,474 million and $ 689 million on its deferred tax assets, respectively.

The primary factor that increased the valuation allowance balance as of June 30, 2024 is a valuation allowance related to the difference in basis of the retained ownership interest in Solventum.

In connection with the completion of the separation of Solventum in April 2024, 3M re-evaluated its global cash needs and certain unrepatriated earnings are no longer considered permanently reinvested, which resulted in a charge of approximately $ 100 million in the second quarter of 2024.

The Company has not provided deferred taxes on approximately $ 1.0 billion of undistributed earnings from non-U.S.

subsidiaries as of June 30, 2024 which are indefinitely reinvested in operations.

Because of the multiple avenues by which to repatriate the earnings to minimize tax cost, and because a large portion of these earnings are not liquid, it is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely.

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%.

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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.

Pillar Two did not have a significant impact on 3M's second 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.

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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:

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 33.1 million and 32.9 million average options for the three and six months ended June 30, 2024, respectively, and 36.9 million and 36.5 million average options for the three and six months ended June 30, 2023, 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:

Three months ended

June 30, Six months ended

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

Net income (loss) from continuing operations attributable to 3M $ 1,204 $ ( 7,171 ) $ 1,909 $ ( 6,509 )

Net income (loss) from discontinued operations, net of taxes

( 59 ) 330 164 644

Net income (loss) attributable to 3M $ 1,145 $ ( 6,841 ) $ 2,073 $ ( 5,865 )

Denominator for weighted average 3M common shares outstanding – basic

553.8 553.9 554.4 553.3

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

554.8 553.9 555.3 553.3

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

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

Earnings (loss) per share from continuing operations — basic

$ 2.17 $ ( 12.94 ) $ 3.44 $ ( 11.76 )

Earnings (loss) per share from discontinued operations — basic

( 0.10 ) 0.59 0.30 1.16

Earnings (loss) per share — basic

$ 2.07 $ ( 12.35 ) $ 3.74 $ ( 10.60 )

Earnings (loss) per share from continuing operations — diluted

$ 2.17 $ ( 12.94 ) $ 3.44 $ ( 11.76 )

Earnings (loss) per share from discontinued operations — diluted

( 0.10 ) 0.59 0.29 1.16

Earnings (loss) per share — diluted $ 2.07 $ ( 12.35 ) $ 3.73 $ ( 10.60 )

Marketable Securities

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

(Millions) March 31, 2024 December 31, 2023

(Millions) June 30, 2024 December 31, 2023

Asset backed securities

Foreign corporate debt

government securities

Corporate debt securities 70 —

Commercial paper 40 —

Certificates of deposit/time deposits 91 46

treasury securities 13 —

municipal securities 4 4

Current marketable securities 255 50

Asset backed securities

Corporate debt securities

municipal securities 20 20

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Total marketable securities $ 289 $ 70

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.

At June 30, 2024 and December 31, 2023, gross unrealized, gross realized, and net realized gains and/or losses (pre-tax) were not material.

The balances at June 30, 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.

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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 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.

The Consolidated Statements of Cash Flows include the results of continuing and discontinued operations and, therefore, information regarding similar debt-related activity for 2024 includes that associated with Solventum through its April 2024 Separation.

The Company had no commercial paper outstanding at June 30, 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 2, issued a total of $ 8.4 billion in aggregate principal amount of senior unsecured debt and term loans.

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.

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, as transferred obligations, 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 March 31, 2024.

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):

The maturities of long-term debt for the periods subsequent to June 30, 2024 are as follows (in millions):

Remainder of 2024

2025 2026 2027 2028 2029 After 2029

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

$ 53 $ 1,868 $ 1,540 $ 847 $ 818 $ 1,790 $ 6,167 $ 13,083

Pension and Postretirement Benefit Plans

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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 months ended March 31, 2024 and 2023 follow:

Three months ended March 31,

Effective April 1, 2024, approximately $ 2.7 billion of benefit obligations and $ 2.4 billion of plan assets for certain pension and postretirement benefit plans, were transferred to Solventum, which is treated as a discontinued operation.

Components of net periodic benefit cost and other supplemental information for the three and six months ended June 30, 2024 and 2023 follow:

Three months ended June 30,

Qualified and Non-qualified Pension Benefits Postretirement Benefits

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Amortization of net actuarial loss 83 74 3 2 4 2

Settlements, curtailments, special termination benefits and other 795 — — — — —

Total non-operating expense (benefit) 819 ( 11 ) ( 27 ) ( 18 ) 4 ( 2 )

Total net periodic benefit cost (benefit) 848 32 ( 13 ) 2 9 4

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.

Service cost - continuing operations $ 29 $ 35 $ 14 $ 16 $ 5 $ 5

Service cost - discontinued operations

Total service cost

29 43 14 20 5 6

Non-operating expense (benefit) - continuing operations

819 ( 7 ) ( 27 ) ( 16 ) 4 ( 2 )

Non-operating expense (benefit) - discontinued operations — ( 4 ) — ( 2 ) — —

Total non-operating expense (benefit)

819 ( 11 ) ( 27 ) ( 18 ) 4 ( 2 )

Total net periodic benefit cost (benefit) - continuing operations 848 28 ( 13 ) — 9 3

Total net periodic benefit cost (benefit) - discontinued operations

Total net periodic benefit cost (benefit)

$ 848 $ 32 $ ( 13 ) $ 2 $ 9 $ 4

Six months ended June 30,

Qualified and Non-qualified Pension Benefits Postretirement Benefits

United States International

(Millions) 2024 2023 2024 2023 2024 2023

Net periodic benefit cost (benefit)

Operating expense

Service cost $ 66 $ 86 $ 35 $ 39 $ 12 $ 12

Non-operating expense

Interest cost 301 331 103 109 43 45

Expected return on plan assets ( 433 ) ( 488 ) ( 167 ) ( 150 ) ( 34 ) ( 38 )

Amortization of transition asset — — 2 1 — —

Amortization of prior service benefit ( 8 ) ( 12 ) 1 1 ( 12 ) ( 16 )

Amortization of net actuarial loss 178 147 6 4 10 4

Settlements, curtailments, special termination benefits and other 795 — — — — —

Total non-operating expense (benefit) 833 ( 22 ) ( 55 ) ( 35 ) 7 ( 5 )

Total net periodic benefit cost (benefit) 899 64 ( 20 ) 4 19 7

Service cost - continuing operations $ 59 $ 70 $ 30 $ 31 $ 11 $ 10

Service cost - discontinued operations

Total service cost

66 86 35 39 12 12

Non-operating expense (benefit) - continuing operations

833 ( 14 ) ( 55 ) ( 33 ) 7 ( 4 )

Non-operating expense (benefit) - discontinued operations — ( 8 ) — ( 2 ) — ( 1 )

Total non-operating expense (benefit)

833 ( 22 ) ( 55 ) ( 35 ) 7 ( 5 )

Total net periodic benefit cost (benefit) - continuing operations 892 56 ( 25 ) ( 2 ) 18 6

Total net periodic benefit cost (benefit) - discontinued operations

Total net periodic benefit cost (benefit)

$ 899 $ 64 $ ( 20 ) $ 4 $ 19 $ 7

For the six months ended June 30, 2024 contributions totaling $ 81 million were made to the Company’s U.S.

and international pension plans and $ 5 million to its postretirement plans, including discontinued operations.

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

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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.

In the second quarter of 2024, 3M recorded a non-cash pension settlement charge of approximately $ 795 million reflected in other expense (income), net as a result of transferring approximately $ 2.5 billion of its U.S.

pension payment obligations and related plan assets to an insurance company.

The pension risk transfer required remeasurement of the plan prior to the calculation of the settlement charge.

The net impact of the pension risk transfer and the remeasurement was a decrease of approximately $ 220 million in the non-current liability for pensions (and corresponding decrease in accumulated comprehensive loss, before deferred taxes).

Assumptions used for this remeasurement included discount rates determined using June 30, 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.

Using this methodology, the Company determined a discount rate of 5.43 % for the U.S.

pension plan as of June 30, 2024.

The Company also reduced the expected return on assets assumption determined using June 30, 2024 market conditions and calculated using the same methodology as used at the annual measurement as of December 31, 2023.

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

This remeasurement will impact net periodic benefit cost for the remainder of 2024.

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

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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.

3M's outstanding balances of confirmed invoices in the programs as of June 30, 2024 and December 31, 2023 were approximately $ 320 million and $ 270 million, respectively.

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

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Cash Flow Hedges:

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).

As of June 30, 2024, the Company had a balance of $ 35 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 $ 83 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).

Based on exchange rates as of June 30, 2024 of the total after-tax net unrealized balance as of June 30, 2024, 3M expects to reclassify approximately $ 38 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

June 30, Six months ended

(Millions) 2024 2023 2024 2023

4 unchanged sentences

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

June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023

Long-term debt $ 909 $ 918 $ ( 93 ) $ ( 84 )

Net Investment Hedges:

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.

At June 30, 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.

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Three months ended

June 30, Six months ended

(Millions) 2024 2023 2024 2023

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

Three months ended March 31,

Cost of sales Other expense (income), net

Three months ended June 30, Six months ended June 30,

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

(Millions) 2024 2023 2024 2023 2024 2023 2024 2023

Total consolidated financial statement line item amount $ 3,571 $ 3,728 $ ( 138 ) $ 72 $ 7,056 $ 7,472 $ 82 $ 128

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

Pre-tax amounts recognized in income related to derivative instruments

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Foreign currency forward/option contracts 2 13 4 ( 39 ) 7 5 6 ( 13 )

* For periods prior to the April 1, 2024 separation of Solventum, these include certain insignificant amounts attributable to discontinued operations.

Location, Fair Value, and Gross Notional Amounts of Derivative Instruments:

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2024 December 31,

2023 March 31,

2023 June 30,

2024 December 31,

2023 March 31,

2023 June 30,

2024 December 31,

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3M has elected to present the fair value of derivative assets and liabilities within the Company’s consolidated balance sheet on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation.

However, the following tables provide information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria in the event of default or termination as stipulated by the terms of netting arrangements with each of the counterparties.

3M determined that the impact of the amount of eligible offsetting derivative assets and liabilities was not material if it had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria in the event of default or termination as stipulated by the terms of netting arrangements with each of the counterparties.

For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period based on the 3M entity that is a party to the transactions.

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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 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

Offsetting of Financial Liabilities under Master Netting Agreements with Derivative Counterparties

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

Currency Effects:

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.

3M estimates that year-on-year foreign currency transaction effects, including hedging impacts, increased pre-tax income from continuing operations by approximately $ 2 million and decreased pre-tax income from continuing operations by approximately $ 19 million for the three and six months ended June 30, 2024, respectively, and decreased pre-tax loss from continuing operations by approximately $ 32 million and $ 62 million for the three and six months ended June 30, 2023, respectively.

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

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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.

The following table provide information by level for material assets and liabilities that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023.

Fair Value at Fair Value Measurements Using Inputs Considered as

Level 1 Level 2 Level 3

Description (Millions) March 31,

Description (Millions) June 30,

2024 December 31,

2023 March 31,

2023 June 30,

2024 December 31,

2023 March 31,

2023 June 30,

2024 December 31,

2023 March 31,

2023 June 30,

2024 December 31,

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Marketable securities:

Asset backed securities

$ 8 $ — $ — $ — $ 8 $ — $ — $ —

Foreign corporate debt

6 — — — 6 — — —

government securities

27 — 27 — — — — —

Corporate debt securities 80 — — — 80 — — —

Commercial paper 40 — — — 40 — — —

Certificates of deposit/time deposits 91 46 — — 91 46 — —

treasury securities 13 — 13 — — — — —

municipal securities 24 24 — — — — 24 24

Solventum common stock

1,817 — 1,817 — — — — —

Derivative instruments — assets:

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

Solventum Corporation common stock is carried at stock prices that are readily available from active markets and are representative of fair value.

3M classifies this investment as Level 1.

It is included within other assets on the Company’s consolidated balance sheet.

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).

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

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

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

Fair Value of Financial Instruments :

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The fair values of cash equivalents, accounts receivable, accounts payable, and short-term borrowings and current portion of long-term debt approximated carrying values because of the short-term nature of these instruments.

Available-for-sale marketable securities, in addition to certain derivative instruments, are recorded at fair values as indicated in the preceding disclosures.

Available-for-sale marketable securities, in addition to certain investments and derivative instruments, are recorded at fair values as indicated in the preceding disclosures.

To estimate fair values (classified as level 2) for its long-term debt, the Company utilized third-party quotes, which are derived all or in part from model prices, external sources, market prices, or the third-party’s internal records.

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(Millions) Carrying Value Fair Value Carrying Value Fair Value

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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.

For example, potential liabilities associated with the matters previously described under the Bair Hugger and Federal False Claims Act / Qui Tam Litigation sections of this Note 17 have been assumed by Solventum pursuant to the separation and distribution agreement, and Solventum will indemnify and defend the Company in these actions.

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.

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Respirator Mask/Asbestos Litigation:

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.

As of June 30, 2024, the Company is a named defendant, with multiple co-defendants, in numerous lawsuits in various courts that purport to represent approximately 4,106 individual claimants, compared to approximately 4,060 individual claimants with actions pending March 31, 2024.

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.

41 unchanged sentences

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 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.

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 six months of 2024 for respirator mask/asbestos liabilities by $ 19 million.

In the first six months of 2024, the Company made payments for legal defense costs and settlements of $ 41 million related to the respirator mask/asbestos litigation.

As of June 30, 2024, the Company had an accrual for respirator mask/asbestos liabilities (excluding Aearo accruals) of $ 552 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 March 31, 2024, the Company had an immaterial receivable for insurance recoveries related to the respirator mask/asbestos litigation.

As of June 30, 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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For additional information, see the discussion within the section Product Liability Litigation with respect to Aearo Technologies Dual-Ended Combat Arms Earplugs.

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.

As of June 30, 2024, the Company, through its Aearo subsidiary, had accruals of $ 53 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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Under certain environmental laws, including the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") and similar state laws, the Company may be jointly and severally liable, sometimes with other potentially responsible parties, for the costs of investigation and remediation of environmental contamination at current or former facilities and at off-site locations where hazardous substances have been released or disposed of.

The Company has identified numerous locations, many of which are in the United States, at which it may have some liability for remediation of contamination.

The Company has identified numerous locations, many of which are in the United States, at which it may have some liability for remediation of contamination under applicable environmental laws.

Please refer to the section entitled “ Environmental Liabilities and Insurance Receivables” that follows for information on the amount of the accrual for such liabilities.

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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, precursor compounds to PFBS.

The Company continues to manufacture a variety of shorter chain length PFAS compounds.

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

3M is also working to discontinue the use of PFAS across its product portfolio by the end of 2025 and has made progress in eliminating the use of PFAS across its product portfolio in a variety of applications.

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.

Depending on the availability and feasibility of such third-party products not containing PFAS, the Company continues to evaluate circumstances in which the use of PFAS-containing products manufactured by third parties and used in certain applications in 3M’s product portfolios, such as lithium ion batteries, printed circuit boards and certain seals and gaskets, all widely used in commerce across a variety of industries, and in some cases required by regulatory or industry standards, may or are expected to, depending on applications, continue beyond 2025.

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.

With respect to PFAS-containing products manufactured by third parties, the Company intends to continue to evaluate beyond the end of 2025 the adoption of third-party products that do not contain PFAS to the extent such products are available and such adoption is feasible.

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, 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.

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The study has been shared with the competent authority.

An expert body advising the competent authorities in the country recently provided feedback on the feasibility study and identified several additional recommended steps, including certain immediate measures and additional soil and groundwater investigations, and the competent authorities have indicated that they are likely to adopt at least some of the recommended steps.

Dyneon continues to engage with the authorities on this matter.

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 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.

While 3M Belgium appealed the safety measure due to the belief it lacked adequate legal and factual foundation, 3M Belgium promptly implemented the required actions.

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 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.

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 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:

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.

PFAS manufacturing in Zwijndrecht:

As previously disclosed, beginning in 2021, the Flemish Government issued two safety measures affecting 3M Belgium's PFAS manufacturing operations and requiring, among other things, cessation of multiple PFAS manufacturing operations pending authorization to restart.

In that same year, the Province of Antwerp unilaterally adopted lower discharge limits for certain PFAS compounds 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.

As disclosed in prior filings, these governmental actions were followed by assertions by Flemish authorities that 3M had not properly implemented the safety measure and additional permitting actions that both increased the number of PFAS covered by the water discharge permit.

In response, 3M changed operational practices to capture certain PFAS-bearing wastes for offsite disposal and installed additional water treatment capacity.

Also, as previously disclosed, in the period of 2021 to the present, 3M filed multiple challenges to the government’s actions and multiple amended or revised permit applications to address the rapidly changing situation at Zwijndrecht.

As previously disclosed, in September 2023, the Environmental Inspectorate issued an infraction report to 3M Belgium and instructed 3M Belgium to discontinue all 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 at the site.

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

3M currently anticipates completion of the authorized PFAS manufacturing processes by the end of 2024.

In May 2024, in response to an information request 3M Belgium made to the Flemish Government regarding the review of the latest application for a water discharge permit, 3M Belgium received documents indicating that various governmental authorities supported issuance of the permit as requested.

As of the date of this filing, the Flemish Government has not acted on the pending water discharge permit.

Dust emissions:

As previously disclosed, 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 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).

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 safety measure further.

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:

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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 submitted a consolidated DSI for long-chain PFAS in December 2023, as required, and is developing an additional DSI relating to short-chain PFAS that will be submitted in September 2024.

As previously disclosed, the accredited third-party soil remediation expert prepared multiple remedial action plans that have been approved by OVAM, the competent authority, and implementation activities are underway.

The currently anticipated additional remedial action plans are scheduled to be submitted for OVAM’s review by the end of 2024.

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

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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.

Various parties purporting to have an interest in the proceeding, including the government of the Netherlands, intervened and 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.

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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.

In May 2024, the Flemish government adopted legislation expanding the authority of OVAM to require financial security for remediation work and giving it the ability to impose a percentage of the cost of remediating river sediment on various parties while requiring financial assurance for such work.

OVAM has not yet required such financial security from 3M Belgium or imposed such costs on 3M Belgium.

These actions potentially could create presently undetermined additional financial obligations for 3M Belgium.

Pending or potential litigation and investigations outside the United States

As of June 30, 2024, a total of seventeen 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.

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

At an introductory hearing in the case, the court established a briefing schedule with all submissions completed in January 2026.

In December 2023, 3M Belgium, 3M Company and several additional 3M entities were named in a lawsuit identifying approximately 1,400 individuals as plaintiffs, which suit is separate from the above-referenced "follow-on action." 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.

A hearing in the case is scheduled for November 2024.

In June 2024, Lantis, an entity involved in the Oosterweel project, filed a lawsuit against 3M Belgium seeking damages related to soil storage costs and other alleged claims.

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.

In May 2023, the government of the Netherlands sent 3M Belgium a notice of liability stating that 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.

3M Belgium has met with representatives of the Dutch government to discuss the notice as well as with parties the Dutch government may also 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.

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 costs incurred by provincial and territorial governments.

In June 2024, the province of British Columbia, Canada, filed a putative class action in the British Columbia Supreme Court against 3M Company, 3M Canada, six DuPont/Chemours entities, Tyco Fire, and three BASF entities.

The lawsuit purports to be brought on behalf of all provincial and territorial governments in Canada, including all municipalities and other local governments responsible for drinking water systems.

The province alleges that the defendants manufactured, marketed, distributed and sold PFAS-containing products, including AFFF, knowing that they would contaminate the environment and threaten human health.

The lawsuit asserts claims for public nuisance, private nuisance, negligent design, failure to warn, conspiracy, and breaches of the Competition Act.

The lawsuit seeks compensatory damages for the costs incurred in:

(1) the investigation, remediation, treatment, assessment, and restoration of lands, waters, sediments, and other natural resources contaminated by PFAS;

and (2) the investigation, testing, monitoring, treatment and remediation of PFAS contamination of drinking water, wastewater, storm water discharges, and biosolids.

It also seeks punitive damages and disgorgement of profits.

In July 2024, a putative class action was filed against 3M Canada, 3M Company, and other defendants in the Quebec Superior Court on behalf of public water suppliers and private well owners in Quebec located near sites where defendants allegedly manufactured, used, transported, processed, distributed or sold PFAS.

The lawsuit seeks compensatory damages for the testing and treatment of drinking water as well as punitive damages.

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.

As previously disclosed, the Company is aware that criminal complaints have been filed against 3M Belgium with an Antwerp investigatory judge, alleging 3M Belgium unlawfully abandoned waste in violation of its environmental care obligations, among other allegations.

Certain additional parties reportedly joined the complaints.

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

3M Belgium has been cooperating with the investigation.

United States:

Regulation in the United States

Federal Activity

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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.

EPA also set a drinking water standard for a combination of two or more of 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.

Multiple petitions challenging the rule have been filed in federal court by industry groups.

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

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EPA had previously added PFBS to both lists in 2014.

In May 2024, EPA substantially lowered the Regional Screening Levels for PFOA and PFOS.

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 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.

A coalition of industry groups filed a petition challenging the rule in federal court in June 2024.

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

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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 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.

In June 2024, EPA submitted to OMB for review its proposed rule under the Clean Water Act setting Effluent Limitations Guidelines and Standards for PFAS Manufacturers Under the Organic Chemicals, Plastics and Synthetic Fibers Point Source Category.

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

EPA has added 196 PFAS compounds to the list of substances that must be included in TRI reports as of May 2024.

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

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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:

In April 2024, 3M responded to the EPA that it does not believe it is subject to the test order because, among other reasons, 3M has not manufactured or processed NMeFOSE for over 20 years.

State Activity

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.

3M has submitted various responsive comments to various of these proposals.

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

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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.

EGLE has appealed this ruling to the Michigan Supreme Court.

The appeal has been fully briefed.

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 2021, the State of Maine passed its Act To Stop Perfluoroalkyl and Polyfluoroalkyl Substances Pollution, which banned intentionally added PFAS in products effective January 1, 2030, and required 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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3M submitted an updated copy of that list to the Maine DEP in May 2023.

In June 2023, Maine enacted legislation retroactive to January 1, 2023, that includes certain changes to the notification requirement in the original legislation, including an extension of the compliance date until January 2025.

In May 2023, Minnesota enacted legislation that includes a broad PFAS prohibition and reporting statute.

The statute requires product notifications starting in 2025 and a general prohibition on sales of PFAS-containing products no later than 2032 for all product categories, subject to exemptions that may be adopted by rulemaking.

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

The Maine legislature has since enacted legislation retroactive to January 1, 2023, that includes changes to the product bans and notification requirements in the original legislation, including by narrowing the products for which notification is required and extending the compliance date.

In May 2023, Minnesota enacted a law that includes broad PFAS prohibitions and reporting obligations.

Under that law, manufacturers of any products containing intentionally added PFAS that are sold, offered for sale, or distributed in Minnesota must submit notifications to the MPCA by January 1, 2026.

The statute also includes a general prohibition on sales of PFAS-containing products starting January 1, 2032, unless the MPCA has determined through a rulemaking that the use of PFAS in the product is unavoidable.

In September 2023, the MPCA initiated a rulemaking process to implement the law's reporting obligations.

In December 2023, the MPCA initiated a separate rulemaking concerning currently unavoidable uses of PFAS under the law.

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.

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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 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.

The contribution relates to initiatives to improve the quality of life and overall environment in Decatur, including community redevelopment and recreation projects by the City, County and Decatur Utilities.

It also includes addressing certain PFAS matters at the Morgan County landfill and reimbursement of costs previously incurred related to PFAS remediation.

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.

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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 draws its drinking water.

Defendants filed a joint motion to dismiss in March 2023.

Defendants filed a joint motion to dismiss in March 2023, which was denied in January 2024.

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 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.

Since December 2023, 29 plaintiffs have filed nine personal injury actions against 3M and other defendants, alleging exposure to PFAS from defendants' operations in Decatur.

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

As of June 30, 2024, seven of the nine cases have been transferred to the MDL, and a motion to transfer the two remaining cases is pending.

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

State Attorneys General Litigation Related to PFAS

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

The court has set a trial commencement date of no later than June 2, 2025 in the Salem County case, while the Middlesex County case remains on administrative termination.

New Hampshire.

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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.

The State filed a motion for remand, which was granted in April 2024.

3M filed a notice of appeal from the remand order in April 2024.

In the meantime, discovery has resumed in state court, where an August 31, 2025 trial-ready date has been set.

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 has appealed the remand.

3M has appealed that decision and oral argument was held in May 2024.

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.

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In July 2023, following 3M’s removal of the other lawsuit to federal court, a federal district court ordered that the “non-AFFF” lawsuit be remanded to state court.

3M is appealing the remand decision.

3M has appealed the remand decision, and briefing on the appeal is complete.

In May 2023, Maryland’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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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.

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, and the state has filed a motion to remand the non-AFFF case to state 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.

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3M manufactured and marketed AFFF containing certain PFAS for use in firefighting from approximately 1963 to 2002.

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 of June 30, 2024, approximately 9,017 lawsuits (including approximately 49 putative class actions and 741 public water system cases) alleging injuries or damages from PFAS contamination or exposure allegedly caused by AFFF use are pending 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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Claims in the MDL are asserted by individuals, public water systems, putative class members, state and territorial sovereigns, and other entities.

Plaintiffs seek a variety of relief in cases in the MDL, including, where applicable, damages for personal injury, property damage, water treatment costs, medical monitoring, natural resource damages, and punitive damages.

Plaintiffs seek a variety of forms of relief in cases in the MDL, including, where applicable, damages for personal injury, property damage, water treatment costs, medical monitoring, natural resource damages, and punitive damages.

The Company also continues to defend certain AFFF cases that remain in state court and is in discussions with pre-suit claimants for possible resolutions where appropriate.

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District Court for the District of South Carolina to be managed in an MDL proceeding to centralize pre-trial proceedings.

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").

These include community water systems, which are public water systems that provide water for human use and consumption to a set population, and non-community water systems, which are public water systems that supply water to a varied population (for example, campgrounds or schools).

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 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.

In the MDL, following the previously disclosed public water systems ("PWS") settlement, a number of cases filed by PWS are still pending.

Most of the PWS that have filed claims against 3M are participating in the PWS Settlement (as defined below), and the parties are in the process of implementing the dismissal of released claims in accordance with the court's final approval order.

The PWS with cases in the MDL include community water systems, which are public water systems that provide water for human use and consumption to a set population, and non-community water systems, which are public water systems that supply water to a varied population (for example, campgrounds or schools).

There are approximately 50,000 community water systems in the United States.

The MDL cases focus on AFFF, but the MDL also contains a number of cases with allegations related to the broader category of PFAS products.

3M and other defendants also face cases filed by approximately 35 public water systems outside of the MDL.

3M and other defendants also face cases filed by public water systems outside of the MDL.

Public water system cases include a variety of claims, including for product liability, negligence, and public nuisance.

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The MDL court has repeatedly encouraged the parties in the MDL to negotiate to resolve cases, including these PWS cases.

In October 2022, the court appointed a retired federal judge as mediator.

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.

In October 2022, the court appointed a retired federal judge as a mediator to assist the parties in seeking resolutions.

Eligible class members are United States public water systems as defined in the PWS Settlement.

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.

For class members, the PWS Settlement resolves the portion of the MDL involving 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.

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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 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 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.

The deadline for eligible public water systems 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.

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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.

Discovery is ongoing in these cases.

In July 2024, the court selected 9 out of the 25 bellwether cases to undergo additional discovery, including expert discovery.

In March 2024, the Court issued an order establishing a process for addressing most personal injury claims for diseases not included in the initial set of 25 cases, which presently is expected to result in the dismissal without prejudice of thousands of personal injury claims.

The process includes a tolling provision for certain dismissed claims filed in or transferred to the MDL by April 24, 2024.

The MDL court has not yet set trial dates for any of the bellwether personal injury cases.

Under the MDL case management order, by January 2025, the parties must meet and confer on which bellwether cases will move forward with dispositive motion practice and any trials.

The court also continues to encourage the parties to consider settlement of certain personal injury claims.

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 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.

The Company is aware of 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 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.

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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.

In May 2024, Springfield filed a lawsuit in federal court in Missouri against 3M alleging violations of the federal Clean Water Act and the federal Resource Conservation and Recovery Act.

3M has sought to transfer this case to the AFFF MDL.

Plaintiff has opposed transfer and a briefing schedule has been set on plaintiff's opposition.

Separately, 3M has reported to the Missouri Department of Natural Resources (“MDNR”) the presence of PFAS in soil and water at the Springfield facility.

3M is addressing that matter under supervision of the MDNR.

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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 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.

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, 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.

In Alabama, 3M, together with multiple co-defendants, is defending five state court cases brought by municipal water utilities.

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.

The case brought by Shelby and Talladega Counties was recently remanded to state court and is entering active discovery.

In the third action, 3M is defending a putative class action 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.

The case is proceeding through discovery and a trial date has been set in June 2026.

In the fourth case, the city of Albertville, Alabama recently filed suit for alleged contamination of the Tennessee River (upstream of 3M’s Decatur facility) by a carpet manufacturer located upriver in Alabama.

Defendants filed a joint motion to dismiss in May 2024.

In the final case, the city of Mobile alleges that 3M and other defendants are responsible for PFAS contamination of the city’s water supply resulting from PFAS released by a local landfill.

3M filed a motion to dismiss this case in June 2024.

3M is also defending a mass action filed in June 2024 by hundreds of individual customers of the Water Works and Sewer Board for the City of Gadsden, Alabama, alleging emotional distress and property damage related to PFAS contamination of their drinking water.

3M removed the case to federal court and answered the complaint in June 2024.

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.

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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.

3M filed motions to dismiss the complaint and cross claim.

In June 2024, a related lawsuit was filed on behalf of other property owners receiving biosolids from the same municipal water treatment plant.

3M's responsive pleading is not yet due.

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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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.

In New Jersey, 3M had 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 plaintiffs are participating in the PWS Settlement and the cases were voluntarily dismissed in May 2024.

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.

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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.

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The case is now proceeding in discovery.

In March and April 2024, 3M’s co-defendants filed several motions to add new third-party defendants.

3M subsequently filed a motion to add cross claims against most of the new proposed third-party defendants, if they are added to the case.

A hearing on these motions has been set for July 2024.

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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3M has filed a motion to dismiss, which remains pending.

The court has set a trial date in September 2026.

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 April 2024, the parties filed a joint motion for voluntary dismissal without prejudice of the plaintiffs' claims, which was granted in May 2024.

In Missouri, in April 2024, 3M and certain DuPont-related entities were added as defendants to a pending putative class action brought by individuals alleging PFAS contamination of their properties and drinking water from metal plating operations in southeastern Missouri.

3M filed a motion to dismiss the complaint in June 2024.

In May 2024, 3M was named as a defendant in a putative class action brought by individuals claiming exposure to PFAS from drinking water in Canton, Missouri.

3M has not yet responded to the complaint.

In Connecticut, in June 2024, 3M and numerous other defendants were sued in a putative class action brought by individual firefighters and several firefighter unions, alleging exposure to PFAS from certain turnout gear worn by the class members.

3M has not yet responded to this complaint.

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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individuals with detectable levels of PFAS in their blood.

The plaintiff brings claims for negligence, battery, and conspiracy and seeks injunctive relief, including an order “establishing an independent panel of scientists” to evaluate PFAS.

In March 2022, the court certified a class of "[i]ndividuals subject to the laws of Ohio, who have 0.05 [ppt] of PFOA (C-8) and at least 0.05 ppt of any other PFAS in their blood serum." The judge ordered additional briefing to permit defendants to narrow the proposed nationwide class by “show[ing] what states do not recognize the type of claim for relief filed by” the plaintiff.

In September 2022, the Sixth Circuit granted the defendants’ request to appeal the district court’s class certification order.

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 March 2022, the court certified a class of "[i]ndividuals subject to the laws of Ohio, who have 0.05 [ppt] of PFOA (C-8) and at least 0.05 ppt of any other PFAS in their blood serum." In November 2023, following the grant of defendants' request to appeal, 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.

In June 2024, 3M was named as a defendant in a new putative nationwide class action by the same named plaintiff who filed the Ohio suit that was dismissed and is described above.

The suit was brought against only 3M and DuPont entities and seeks to establish a putative class of anyone subject to the laws of Ohio or subject to the law of states that recognize the claims for relief filed by plaintiffs with blood serum levels of 2 ppb or more of PFOS and PFOA (combined) manufactured by defendants.

3M was served with the suit in July 2024, and subsequently filed a motion to transfer the case to the AFFF MDL.

Other PFAS-related Matters

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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.

Following discussions, the Company entered into a consent order with the Wisconsin DNR in June 2024 regarding the installation of a treatment system for the supply well by March 2026 as the appropriate corrective actions.

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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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 at and around its Cordova facility, among other items.

The Company continues to work with EPA regarding its draft administrative order.

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 May 2024, EPA conducted an on-site inspection at the Cordova facility as part of its 112(r) risk management program investigation.

The Company has completed its production of information and 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.

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These processes have been back on-line and in operation since July 2019.

The Company continues to cooperate with the EPA and ADEM in their investigations and will work with the regulatory authorities to demonstrate compliance with the release restrictions.

As previously reported, in December 2019, the Company received a grand jury subpoena from the U.S.

Attorney’s Office for the Northern District of Alabama for documents related to, among other matters, the Company’s compliance with the 2009 TSCA consent order and unpermitted discharges to the Tennessee River from its Decatur facility.

The Company continues to cooperate with the U.S.

Attorney’s Office, the U.S.

Department of Justice and the EPA with respect to this issue.

The Company is authorized to discharge wastewater from its Decatur plant pursuant to an NPDES permit issued by ADEM.

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and (ii) remediation activities, including on-site and off-site investigations and studies.

Obligations related to ongoing future site operations under the Consent Order will involve additional operating costs and capital expenditures over multiple years.

Obligations related to ongoing future site operations under the Consent Order involve additional operating costs and capital expenditures over multiple years.

As offsite investigation activities continue, additional remediation amounts may become probable and reasonably estimable.

As previously reported, in December 2019, the Company received a grand jury subpoena from the U.S.

The Company is cooperating and providing responsive documents with respect to this and other inquiries regarding its manufacturing facilities.

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.

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The Company is cooperating with this inquiry and is producing documents and information in response to the request for information.

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 Minnesota, the Company continues to work with the MPCA pursuant to the terms of an ongoing and 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, including actions to provide 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;

(ii) remediating identified sources of other PFAS compounds at these sites that are not controlled by actions to remediate PFOA and PFOS;

and (iii) 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.

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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.

In July 2024, MPCA published for public comment a draft Clean Water Act permit for the Cottage Grove facility that contains significantly revised effluent limits for certain PFAS in compounds in water discharged from the facility, some of which are below current limits of quantification for those compounds.

3M is engaging with the MPCA on the draft permit through the public comment period.

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.

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The Company is working with MPCA regarding the allegations in the Notice of Violation.

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.

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.

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The Company responded to the information request.

In July 2024, the Company received a Violation Notice from the Illinois EPA alleging regulatory violations related to certain air emissions of volatile organic material at the Cordova facility.

The Company is evaluating the Violation Notice and cannot currently predict the outcome of this matter.

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 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).

During the first six months 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 $ 0.4 billion and made related payments of $ 0.1 billion.

As of June 30, 2024, the Company had recorded liabilities of $ 11.3 billion for “other environmental liabilities.” These amounts are reflected in the consolidated balance sheet within other current liabilities ($ 4.8 billion) and other liabilities ($ 6.5 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 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.

As of June 30, 2024, 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.

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 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;

As of June 30, 2024, the Company’s receivables for insurance recoveries related to the environmental matters and litigation was not material.

Various factors could affect the timing and amount of insurance recoveries, including (i) delays in or avoidance of payment by insurers;

(ii) the extent to which insurers may become insolvent in the future, (iii) the outcome of negotiations with insurers, and (iv) the scope of the insurers’ purported defenses and exclusions to avoid coverage.

Product Liability Litigation

Combat Arms Earplugs

Combat Arms Earplugs and Insurance Receivables

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.

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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.

Further, all of the above-referenced Aearo's appeals from the bankruptcy court have also been dismissed by the Seventh Circuit Court of Appeals.

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.

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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.

With the 98 % participation threshold having been met, the Company made a $ 350 million payment on April 15, 2024, and a $ 750 million payment on July 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.

In July 2024, the Delaware court, with respect to the motions for partial summary judgment regarding 3M and Aearo's claims for defense costs coverage, granted one motion and portion of another motion brought by the insurers.

3M and Aearo are assessing options, including potential appeal, and their insurance recovery proceedings in this case will continue, as will their separate insurance recovery arbitration proceedings, which are not impacted by this ruling.

In second quarter of 2024, the Company received $ 51 million for insurance recoveries related to the Combat Arms Earplugs litigation.

As of June 30, 2024, the Company had a $ 72 million receivable for insurance recoveries related to the Combat Arms Earplugs litigation, payments for which were received in July 2024.

Pursuant to the CAE Settlement, these insurance recoveries are provided to the Qualified Settlement Fund as part of the consideration for the settlement.

During the first six months of 2024, the Company increased its existing accrual for Combat Arms Earplugs by approximately $ 0.1 billion for interest accretion on the CAE Settlement and made the related payments noted above of approximately $ 0.6 billion.

As of June 30, 2024, the Company had an accrued liability of $ 4.5 billion related to Combat Arms Earplugs.

This amount is reflected within contingent liability claims and other ($ 2.2 billion within other current liabilities and $ 2.3 billion within other liabilities) on 3M’s consolidated balance sheet.

The accruals represent the Company’s estimate of the probable loss in connection with the CAE Settlement.

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 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.

District Court for the District of Minnesota to be managed in an MDL proceeding.

In July 2019, the court excluded several of the plaintiffs’ causation experts, and granted summary judgment for 3M in all cases pending at that time in the MDL.

Plaintiffs appealed that decision to the U.S.

Court of Appeals for the Eighth Circuit.

Plaintiffs also appealed a 2018 jury verdict in favor of 3M in the first bellwether trial in the MDL and appealed the dismissal of another bellwether case.

A panel of the appellate court in August 2021 reversed the district court’s exclusion of the plaintiffs’ causation experts and the grant of summary judgment for 3M.

The Company sought further appellate en banc review by the full Eighth Circuit court.

In November 2021, the Eighth Circuit court denied 3M’s petition for rehearing en banc.

In February 2022, the Company filed a petition for a writ of certiorari in the U.S.

Supreme Court.

In May 2022, the U.S.

Supreme Court declined 3M’s request to review the Eighth Circuit court’s decision.

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.

In February 2022, the MDL court ordered the parties to engage in any mediation sessions that a court-appointed mediator deemed appropriate.

Mediation sessions took place in May and August 2022 without success in resolving the litigation.

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.

One of the Missouri cases was tried in September and October of 2022;

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 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.

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.

In January 2018, the Minnesota state court excluded plaintiffs’ experts and granted 3M’s motion for summary judgment on general causation.

The Minnesota Court of Appeals affirmed the state court orders in their entirety and the Minnesota Supreme Court denied plaintiffs’ petition for review and entered the final dismissal in 2019, effectively ending the Minnesota state court cases.

In June 2016, the Company was served with a putative class action filed in the Ontario Superior Court of Justice for all Canadian residents who underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections that the representative plaintiff claims were due to the use of the Bair Hugger patient warming system.

The representative plaintiff seeks relief (including punitive damages) under Canadian law based on theories similar to those asserted in the MDL.

For product liability litigation matters described in this section for which a liability has been recorded, the amount recorded is not material to the Company's results of operations or financial condition.

In addition, the Company is not able to estimate a possible loss or range of possible loss in excess of the recorded liability at this time.

Federal False Claims Act / Qui Tam Litigation:

In October 2019, 3M acquired Acelity, Inc.

and its KCI subsidiaries, including Kinetic Concepts, Inc.

and KCI USA, Inc.

As previously disclosed in the SEC filings by the KCI entities, in 2009, Kinetic Concepts, Inc.

received a subpoena from the U.S.

Department of Health and Human Services Office of Inspector General.

In 2011, following the completion of the government’s review and its decision declining to intervene in two qui tam actions described further below, the qui tam relator-plaintiffs’ pleadings were unsealed.

The government inquiry followed two qui tam actions filed in 2008 by two former employees against Kinetic Concepts, Inc.

and KCI USA, Inc.

(collectively, the “KCI defendants”) under seal in the U.S.

District Court for the Central District of California.

As 3M has previously disclosed, one qui tam action (the Godecke case) was dismissed in January 2022.

In the remaining action (the Hartpence case), the complaint contains allegations that the KCI Defendants violated the federal False Claims Act by submitting false or fraudulent claims to federal healthcare programs by billing for V.A.C.® Therapy in a manner that was not consistent with the Local Coverage Determinations issued by the Durable Medical Equipment Medicare Administrative Contractors and seeks monetary damages.

In June 2019, the district court entered summary judgment in the KCI Defendants’ favor on all of the relator-plaintiff’s claims.

The relator-plaintiff then filed an appeal in the U.S.

Court of Appeals for the Ninth Circuit.

Oral argument in the Hartpence case was held in July 2020.

The appellate court issued an opinion in August 2022 reversing the decision of the district court and remanding the case for further proceedings.

The district court held a status conference in January 2023 where no case deadlines were set;

the litigation remains in a pre-trial stage.

The KCI Defendants filed a renewed motion for summary judgment in March 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.

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.

Stock-Based Compensation

The Company’s annual stock option and restricted stock unit grant is typically made in February to provide a strong and immediate link between the performance of individuals during the preceding year and the size of their annual stock compensation grants.

The grant to eligible employees uses the closing stock price on the grant date.

Accounting rules require recognition of expense under a non-substantive vesting period approach, requiring compensation expense recognition when an employee is eligible to retire.

Employees are considered eligible to retire at age 55 and after having completed ten years of service.

This retiree-eligible population represents 34 percent of the annual grant stock-based compensation expense;

therefore, higher stock-based compensation expense is typically recognized in the first quarter.

However, due to the spin-off of Solventum (see Note 2), the 2024 annual grant was made in May, after the April 1, 2024 separation.

In addition to the annual grants, the Company makes other minor grants of stock options, restricted stock units and other stock-based grants.

The Company issues cash settled restricted stock units and stock appreciation rights in certain countries.

The cash settled grants do not result in the issuance of common stock and are considered immaterial by the Company, and not included in the tables below.

In connection with the Solventum separation on April 1, 2024 (see Note 2), all outstanding stock-based compensation awards associated with Solventum employees converted into Solventum awards, became Solventum’s responsibility and were cancelled from 3M plans.

The conversion into Solventum awards was made with the intent to preserve the intrinsic value of each award immediately before and after the Separation.

In addition, for awards associated with remaining 3M employees, the number of shares underlying unvested stock awards was adjusted along with the exercise price and the number of shares underlying outstanding stock options.

These adjustments were made with the intent to preserve the intrinsic value of each award immediately before and after the Separation and were determined using a ratio calculated using the 3M share price based on the market closing price before and the average of the closing price from the first three days of trading after the Separation.

The terms of the outstanding awards remain the same and if unvested, continue to vest over the original vesting periods.

The adjustments to shares underlying unvested stock awards and outstanding stock options did not result in a material stock-based compensation cost.

Stock-Based Compensation Expense:

Amounts recognized in the financial statements with respect to stock-based compensation programs, which include stock options, restricted stock, restricted stock units, performance shares and the General Employees’ Stock Purchase Plan (GESPP), are provided in the following table.

Capitalized stock-based compensation amounts were not material.

Three months ended

June 30, Six months ended

(Millions) 2024 2023 2024 2023

Cost of sales $ 19 $ 8 $ 24 $ 26

Selling, general and administrative expenses 107 21 125 100

Research, development and related expenses 28 6 31 29

Stock-based compensation expenses 154 35 180 155

Income tax benefits ( 33 ) ( 4 ) ( 14 ) ( 28 )

Stock-based compensation expenses (benefits), net of tax $ 121 $ 31 $ 166 $ 127

Business Segments

3M’s businesses are organized, managed and internally grouped into segments based on differences in markets, products, technologies and services.

3M manages its operations in four business segments:

3M manages its operations in three business segments:

Safety and Industrial;

1 unchanged sentence

and Consumer.

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.

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

On April 1, 2024, 3M completed the previously announced separation of its Health Care business as a separate public company, Solventum (see Note 2 for additional information).

2 unchanged sentences

3M discloses business segment operating income (loss) as its measure of segment profit/loss, reconciled to both total 3M operating income (loss) and income before taxes.

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 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.

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.

Business segment operating income (loss) excludes certain expenses and income that are not allocated to business segments (as described below in “Corporate and Unallocated and Other”).

3M made certain changes to the composition of segment information reviewed by 3M's chief operating decision maker (CODM) effective in the second quarter of 2024 largely as a result of the separation of Solventum and changes within its business segments effective in the first quarter of 2024.

Accordingly, information provided herein reflects the impact of these changes for all applicable periods presented.

Effective in the second quarter of 2024, this change included the following:

Elimination of former Health Care business segment

• The former Health Care business segment was eliminated in the second quarter of 2024 in connection with the separation of Solventum and reflection of its historical net income and applicable assets and liabilities included in the Separation as discontinued operations within 3M's financial statements.

Addition of ‘Other’ and update to ‘Corporate and Unallocated’

• 3M added the “Other” category of information as a result of the Separation.

It principally reflects activity associated with:

◦ Transition arrangement agreements (e.g.

fees charged by 3M, net of underlying costs) related to divested businesses, including those related to the Separation, as well as other applicable divestitures.

◦ Operations of businesses of the former Health Care segment divested prior to the Separation and therefore not reflected as discontinued operations within 3M's financial statements, along with limited-duration supply agreements with those previous divestitures.

• Activity included in 3M’s existing “Corporate and Unallocated” was updated primarily to additionally reflect:

◦ Removal of costs related to separating and divesting Solventum that were eligible to be part of discontinued operations.

◦ Commercial activity with Solventum post-Separation and certain operations of the former Health Care business segment retained by 3M.

◦ Costs previously allocated to Solventum prior to the Separation that were not eligible to be part of discontinued operations other than those beginning in the first quarter of 2024 included in “Other” associated with transition arrangement activity for which 3M began to charge fees in April 2024.

In addition, effective in the first quarter of 2024, 3M made certain changes within its business segments as described below.

While they impacted the composition of certain divisions within business segments, they did not change the overall composition of segments or the measure of segment operating performance used by 3M’s CODM.

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.

• 3M created the Industrial Specialties division within the Safety and Industrial business segment, which consists of the former Closure and Masking Systems division along with certain products formerly within the 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:

Re-alignment of divisions within Consumer business segment

• Within the Consumer business segment, the business re-aligned 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

Three months ended

June 30, Six months ended

Net Sales (Millions)

2024 2023 2024 2023

Safety and Industrial $ 2,759 $ 2,765 $ 5,491 $ 5,544

Transportation and Electronics 2,143 2,191 4,247 4,241

Health Care 2,017 2,010

Consumer 1,263 1,293 2,403 2,485

1 unchanged sentence

Total Company $ 6,255 $ 6,283 $ 12,271 $ 12,338

Operating Performance (Millions)

Operating Performance (Millions) - income (loss)

Safety and Industrial $ 612 $ 534 $ 1,269 $ 1,135

Transportation and Electronics 428 410 909 704

Health Care 354 360

Consumer 219 235 435 414

Total business segment operating income (loss) 1,708 1,434

Corporate and Unallocated

2 unchanged sentences

Divestiture costs ( 14 ) ( 1 ) ( 20 ) ( 4 )

Russia exit (charges) benefits — 18 — 18

Total corporate special items ( 22 ) ( 10,340 ) ( 91 ) ( 10,425 )

Other corporate (expense) income - net

( 2 ) ( 207 ) ( 73 ) ( 339 )

Total Corporate and Unallocated ( 24 ) ( 10,547 ) ( 164 ) ( 10,764 )

37 10 ( 28 ) 19

Total Company operating income (loss) 1,272 ( 9,358 ) 2,421 ( 8,492 )

1 unchanged sentence

Income (loss) before income taxes $ 1,410 $ ( 9,430 ) $ 2,339 $ ( 8,620 )

Corporate and Unallocated:

Corporate and Unallocated and Other:

Outside of 3M's operating segments, 3M has Corporate and Unallocated and Other which are not reportable business segments as they do not meet the segment reporting criteria.

Because Corporate and Unallocated and Other includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.

• Corporate and Unallocated operating income (loss) includes “corporate special items” and “other corporate expense-net”.

2 unchanged sentences

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 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.

Corporate special items for the periods presented also include divestiture costs and Russia exit costs/ benefits.

Divestiture costs include costs that were not eligible to be part of discontinued operations 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.

Other corporate expense-net also includes costs previously allocated to Solventum prior to the Separation that were not eligible to be part of discontinued operations, commercial activity with Solventum post-Separation, and certain operations of the former Health Care business segment retained by 3M.

• Other principally reflects activity associated with:

◦ Transition arrangement agreements (e.g.

fees charged by 3M, net of underlying costs) related to divested businesses, including those related to the Separation, as well as other applicable divestitures.

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