What changed in this filing

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Item 9A. Controls and Procedures

2025-02-05 compared with 2024-02-07 · 44 added, 27 removed, 147 unchanged (33% of the section changed)

13 unchanged sentences

The Company concluded, as part of its evaluation described in the above paragraphs, that the implementation in these circumstances has not materially affected its internal control over financial reporting.

In connection with the Separation, there were several processes, policies, operations, technologies and information systems that were transferred or separated.

Through December 31, 2024, the Company continued to take steps to ensure that adequate controls were designed and maintained throughout this transition period.

Other Information

6 unchanged sentences

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

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

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

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

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

On February 28, 2024, the Office of Foreign Assets Control (“OFAC”) renewed 3M's specific license to make payments to IIPO at its account in Bank Melli, which was designated on November 5, 2018 by OFAC under its counter terrorism authority pursuant to Executive Order 13224.

3M did not make any covered payments in the quarter ended December 31, 2024 , and, as authorized by OFAC’s specific license, 3M previously reported an aggregate paid $412 as part of its intellectual property protection efforts in Iran.

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

7 unchanged sentences

Information about executive officers is included in Item 1 of this Annual Report on Form 10-K.

The information required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Corporate governance at 3M — Board membership criteria — Identification, evaluation, and selection of nominees,” “—Shareholder nominations,” “—Shareholder nominations – advance notice bylaw,” “—Shareholder nominations – universal proxy rules,” and “—Proxy access nominations” and “Corporate governance at 3M – Board committees – Audit Committee” of the 3M Proxy Statement and such information is incorporated by reference herein.

The information required by Items 405, 407(c)(3), 407(d)(4), 407(d)(5) and 408(b) of Regulation S-K is contained under the captions “Corporate governance at 3M — Board membership criteria — Identification, evaluation, and selection of nominees,” “—Shareholder nominations – shareholder recommendations,” “—Shareholder nominations – advance notice bylaw,” “—Shareholder nominations – universal proxy rules,” “—Shareholder nominations – proxy access,” “Corporate governance at 3M — Board committees – Audit Committee” and "Corporate governance at 3M — — Board membership criteria — Securities trading policies" of the 3M Proxy Statement and such information is incorporated by reference herein.

Code of Ethics.

42 unchanged sentences

(b) Exhibits.

(2) Plan of acquisition, reorganization, arrangement, liquidation or succession

(2.1) Separation and Distribution Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

(3) Articles of Incorporation and bylaws

6 unchanged sentences

(10) Material contracts and management compensation plans and arrangements:

(10.1)* 3M Company 2016 Long-Term Incentive Plan, as amended through May 8 , 202 3 , is filed herewith.

(10.1)* 3M Company 2016 Long-Term Incentive Plan, as amended through May 8, 2023, is incorporated by referenced from our For m 10-K for the year ended De cember 31, 2023 .

(10.2)* Form of Stock Option Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016.

8 unchanged sentences

Employees under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2008.

Amended and Restated 3M VIP Excess Plan, as amended and restated effective December 1, 2021, is incorporated by reference from our Form 10-K for the year ended December 31, 2021.

Amended and Restated 3M Deferred Compensation Excess Plan, as amended and restated effective December 1, 2021, is is incorporated by reference from our Form 10-K for the year ended December 31, 2021.

Amended and Restated 3M VIP Excess Plan, as amended and restated effective April 1, 2024, is incorporated by reference from our Form 10-Q for the quarter ended March 31, 2024 .

Amended and Restated 3M Deferred Compensation Excess Plan, as amended and restated effective December 1, 2021, is incorporated by reference from our Form 10-K for the year ended December 31, 2021.

3M Performance Awards Deferred Compensation Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2009.

3M Annual Incentive Plan, as amended through May 8, 2023 , is filed herewith.

3M Executive Severance Plan , as amended through August 9, 2023 , is filed herewith.

3M Annual Incentive Plan, as amended through May 8, 2023, is incorporated by referenced from our Form 10-K for the year ended December 31, 2023.

3M Executive Severance Plan, as amended through August 9, 2023, is incorporated by referenced from our Form 10-K for the year ended December 31, 2023.

3M Compensation Plan for Non-Employee Directors, as amended through November 8, 2004, is incorporated by reference from our Form 10-K for the year ended December 31, 2004.

3 unchanged sentences

3M Executive Life Insurance Plan, as amended, is incorporated by reference from our Form 10-K for the year ended December 31, 2017.

Amended and Restated 3M Nonqualified Pension Plan I is incorporated by reference from our Form 10-K for the year ended December 31, 2016.

Amended and Restated 3M Nonqualified Pension Plan II is incorporated by reference from our Form 10-K for the year ended December 31, 2016.

Amended and Restated 3M Nonqualified Pension Plan III is incorporated by reference from our Form 10-K for the year ended December 31, 2016.

364-day Credit Agreement as of November 10, 2022, is incorporated by reference from our Form 8-K dated November 14, 2022.

Amended and Restated 3M Nonqualified Pension Plan I is incorporated by reference from our Form 10- Q for the quarter ended March 31, 20 24 .

Amended and Restated 3M Nonqualified Pension Plan II is incorporated by reference from our Form 10- Q for the quarter ended March 31, 20 24 .

Amended and Restated 3M Nonqualified Pension Plan III is incorporated by reference from our Form 10- Q for the quarter ended March 31, 20 2 4 .

Registration Rights Agreement as of August 4, 2009, between 3M Company and State Street Bank and Trust Company as Independent Fiduciary of the 3M Employee Retirement Income Plan, is incorporated by reference from our Form 8-K dated August 5, 2009.

2 unchanged sentences

Form of Restricted Stock Unit Award Agreement for restricted stock unit awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 6, 2023 is incorporated by reference from our Form 10-K for the year ended December 31, 2022.

Offer Letter of Employment of William Brown, dated March 8, 2024 is incorporated by reference from our Form 10-Q for the quarter ended June 30 , 2024 .

Offer letter of Employment of Anurag Maheshwari, dated July 26, 2024 is incorporated by reference from our Form 8-K dated August 1, 2024.

Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated May 11, 2023.

A mendment No.

Amendment No.

1, dated July 7, 2023, to the Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated July 10, 2023.

A mendment No.

Amendment No.

2, dated September 18, 2023, to the Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated September 18, 2023.

S ettlement Agreement (and exhibits), dated as of June 22, 2023, of 3M Company is incorporated by reference from our Form 8-K dated June 22, 2023.

Settlement Agreement s , dated as of August 29, 2023, of 3M Company is incorporated by reference from our Form 8-K dated August 29, 2023.

Settlement Agreement (and exhibits), dated as of June 22, 2023, of 3M Company is incorporated by reference from our Form 8-K dated June 22, 2023.

Settlement Agreements, dated as of August 29, 2023, of 3M Company is incorporated by reference from our Form 8-K dated August 29, 2023.

Amendment, dated January 26, 2024, to Combat Arms Settlement Agreement dated August 29, 2023, is incorporated by reference from our Form 8-K dated January 29, 2024.

Aircraft Time Sharing Agreement, dated as of March 7, 2024, of 3M Company is incorporated by reference from our Form 10-Q for the quarter ended March 31, 2024.

Transition Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

Employee Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

Transition Distribution Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

Transition Contract Manufacturing Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

Stockholder’s and Registration Rights Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

Intellectual Property Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

Reverse Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.

Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after January 16 , 202 5 is filed here with.

Filed herewith, in addition to items, if any, specifically identified above:

(19) 3M Company Insider Trading Policies and Procedures.

(21) Subsidiaries of the Registrant.

20 unchanged sentences

* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K.

+ Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Form 10-K Summary

1 unchanged sentence

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By /s/ Monish Patolawala

Monish Patolawala,

President and Chief Financial Officer

By /s/ Anurag Maheshwari

Anurag Maheshwari,

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

3 unchanged sentences

/s/ Michael F.

Roman Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Director)

Executive Chairman of the Board

/s/ William M.

Chief Executive Officer (Principal Executive Officer and Director)

/s/ Theresa E.

3 unchanged sentences

Dillon Director

Eskew Director

Fitterling Director

2 unchanged sentences

Page Director

Pedro Pizarro

Monish Patolawala, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the other persons named, filed with the Securities and Exchange Commission on behalf of such other persons, all in the capacities and on the date stated, such persons constituting a majority of the directors of the Company.

By /s/ Monish Patolawala

Monish Patolawala, Attorney-in-Fact

Anurag Maheshwari, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the other persons named, filed with the Securities and Exchange Commission on behalf of such other persons, all in the capacities and on the date stated, such persons constituting a majority of the directors of the Company.

By /s/ Anurag Maheshwari

Anurag Maheshwari, Attorney-in-Fact

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-K

Item 9A. Controls and Procedures