What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-21 compared with 2025-07-18 · 144 added, 124 removed, 477 unchanged (36% of the section changed)

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and Consumer.

From a geographic perspective, EMEA refers to Europe, Middle East and Africa on a combined basis.

Unless otherwise noted, any sales change analysis compares the second quarter and the first six months of 2025 with the corresponding periods in 2024, year-on-year (YoY).

Financial highlights for the second quarter and first six months of 2025:

From a geographic perspective, EMEA refers to Europe, the Middle East, and Africa on a combined basis.

Unless otherwise noted, any sales change analysis compares the third quarter and the first nine months of 2025 with the corresponding periods in 2024, year-on-year (YoY).

Financial highlights for the third quarter and first nine months of 2025:

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GAAP Adjusted 1

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These non-GAAP measures are further described and reconciled to the most directly comparable GAAP financial measures in the Certain amounts adjusted for special items - (non-GAAP measures) section below.

2 Organic sales change (which includes both organic volume and selling price impacts), is defined as the change in net sales, absent the separate impacts from foreign currency translation and acquisitions, net of divestitures.

2 Organic sales change (which includes both organic volume and selling price impacts), is defined as the change in net sales, absent the impacts from foreign currency translation and acquisitions, net of divestitures.

3M believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

Net sales change was driven by strength in electronics, general industrial, and safety end markets partially offset by known softness in auto and auto aftermarket, while consumer remained soft.

Sales change also reflected the YoY impact of special item manufactured PFAS products.

Net sales change was driven by strength in safety, general industrial, and electronics, partially offset by known softness in auto aftermarket, while consumer remained soft.

Sales change also reflected the YoY impact of the manufactured PFAS products special item.

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GAAP Adjusted 1

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YoY change in operating income margin 1.3 ppts 1.7 ppts 0.3 ppts 2.2 ppts

GAAP operating margins were negatively affected by the YoY impact of special items (primarily an increase in net costs for significant litigation from the second quarter 2025 PFAS-related New Jersey Settlement, discussed in Note 17, and manufactured PFAS products).

Both GAAP and adjusted operating margins reflect benefits from growth, productivity (outside of special items) and lower restructuring costs, partially offset by growth investments, as well as foreign currency and gross tariff impacts.

Additionally, margins YoY were impacted by the timing and lower extent of stock-based compensation grants (see the Certain Expenses Impacting Multiple Line Items within Results of Operation discussion below), cost dis-synergies (from the ongoing exit of PFAS manufacturing and second quarter 2024 spin of Solventum), and by transition service agreement reimbursement from Solventum, which began in the second quarter of 2024.

GAAP operating margins were affected by the YoY impact of special items.

These primarily included an increase in net costs for significant litigation impacting operating income from the second quarter 2025 PFAS-related New Jersey Settlement (discussed in Note 17), followed by a decrease in the third quarter resulting from insurance recoveries, a third quarter 2025 charge associated with divestiture activity (discussed in Note 4), and manufactured PFAS products.

Both GAAP and adjusted operating margins reflect benefits from growth and productivity (outside of special items), and lower restructuring costs, partially offset by growth investments, as well as gross tariff and foreign currency impacts.

Additionally, margins YoY were impacted by cost dis-synergies (from the ongoing exit of PFAS manufacturing and second quarter 2024 spin of Solventum), and by transition service agreement reimbursement from Solventum, which began in the second quarter of 2024, and by the lower extent of stock-based compensation grants (see the Certain Expenses Impacting Multiple Line Items within Results of Operation discussion below).

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GAAP Adjusted 1

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GAAP EPS YoY was negatively affected by the net impact of special items.

This included second quarter 2024's $795 million pre-tax pension settlement charge (discussed in Note 13), an increase in net costs for significant litigation from the second quarter 2025 PFAS-related New Jersey Settlement, and the change in value of Solventum ownership.

Both GAAP and adjusted EPS reflects growth and productivity (outside of special items) and lower restructuring costs, a second quarter 2025 gain on the sale of an investment (see the Income from Unconsolidated Subsidiaries, Net of Taxes discussion below), and the impact of lower share count.

These were partially offset by higher growth investments, a non-operating interest and pension headwind (apart from pension special item), as well as foreign currency and gross tariff impacts.

Additionally, EPS YoY was impacted by the timing and lower extent of stock-based compensation grants, cost dis-synergies (from the ongoing exit of PFAS manufacturing and second quarter 2024 spin of Solventum), and by transition service agreement reimbursement from Solventum, which began in the second quarter of 2024.

In addition to items relative to operating income discussed above, this primarily included the YOY impact of the change in value of Solventum ownership and a $795 million pre-tax pension settlement charge in the second quarter 2024 (as discussed in Note 13), partially offset by lower imputed interest associated with obligations resulting from significant litigation.

Both GAAP and adjusted EPS reflects benefits from growth and productivity (outside of special items) and lower restructuring costs, a second quarter 2025 gain on the sale of an investment (see the Income from Unconsolidated Subsidiaries, Net of Taxes discussion below), and the impact of lower share count.

These were partially offset by higher growth investments, gross tariff and foreign currency impacts, and a non-operating interest and pension headwind (apart from pension special item).

Additionally, EPS YoY was impacted by cost dis-synergies (from the ongoing exit of PFAS manufacturing and second quarter 2024 spin of Solventum), and by transition service agreement reimbursement from Solventum, which began in the second quarter of 2024, and by the lower extent of stock-based compensation grants.

3M is progressing toward the exit of PFAS manufacturing by the end of 2025 as discussed Part II, Item 1A, “Risk Factors” of this document.

Decisions or circumstances associated with the extent and type of remaining non-PFAS activity at particular locations and impacts on assets and potential obligations, among other factors, could result in additional expenses.

Additional information regarding certain items impacting pre-2025 periods that may also be relevant in 2025 can be found in the Overview section of Part II, Item 7 as well as in further sections of 3M’s 2024 Annual Report on Form 10-K.

Results of Operations

Percent change information compares the three and six months ended June 30, 2025 and 2024, unless otherwise indicated.

Percent change information compares the three and nine months ended September 30, 2025 and 2024, unless otherwise indicated.

Discussion of business segment results is provided in the Performance by Business Segment section.

Information regarding sales by geographic area is included below.

Three months ended June 30, 2025

Three months ended September 30, 2025

Americas Asia Pacific

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2.9 2.9 1.3 2.6

Divestitures 3

(0.1) — — (0.1)

Translation 0.1 (0.1) 5.9 1.0

Total sales change 2.9 % 2.8 % 7.2 % 3.5 %

Six months ended June 30, 2025

Nine months ended September 30, 2025

Americas Asia Pacific EMEA

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Additional information beyond what is included in the preceding tables is as follows:

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Three months ended September 30, 2025 Nine months ended September 30, 2025

Net sales change by particular country

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Operating Expenses:

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

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

(Percent of net sales) 2025 2024 Change 2025 2024 Change

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Cost of Sales measured as a percent of sales:

Increases in the second quarter and first six months of 2025 were primarily due to foreign currency impacts;

Increases in the third quarter and first nine months of 2025 were primarily due to foreign currency impacts;

tariffs, and the exit of manufactured PFAS products partially, offset by ongoing procurement and logistics savings.

Additionally, cost of sales YoY for the six months ended June 30, 2025, was impacted by cost dis-synergies (from the ongoing exit of PFAS manufacturing and second quarter 2024 spin of Solventum).

Additionally, cost of sales YoY for the nine months ended September 30, 2025, was impacted by cost dis-synergies (from the ongoing exit of PFAS manufacturing and second quarter 2024 spin of Solventum).

See also Certain Expenses Impacting Multiple Line Items within Results of Operations subsection further below.

SG&A measured as a percent of sales:

Increases in the second quarter and decreases in the first six months of 2025 were primarily impacted by increases in net costs for significant litigation from the second quarter 2025 PFAS-related New Jersey Settlement.

These costs were partially offset by benefits from insurance recoveries in the second quarter of 2025, along with lower YoY restructuring charges.

Additionally, SG&A YoY for the three and six months ended June 30, 2025, was impacted by the timing of and extent of stock-based compensation grants, transition service agreement reimbursement, and cost dis-synergies (from the ongoing exit of PFAS manufacturing and second quarter 2024 spin of Solventum).

Decreases in the third quarter and first nine months of 2025 were primarily impacted by benefits from insurance recoveries in the second and third quarter of 2025, along with lower YoY restructuring charges.

These were partially offset by net costs for significant litigation impacting operating income from the second quarter 2025 PFAS-related New Jersey Settlement.

Additionally, SG&A YoY for the three and nine months ended September 30, 2025, was impacted by the transition service agreement reimbursement, and cost dis-synergies (from the ongoing exit of PFAS manufacturing and second quarter 2024 spin of Solventum).

See also Certain Expenses Impacting Multiple Line Items within Results of Operations subsection further below.

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Loss on Business Divestitures measured as a percent of sales :

Applicable 2025 divestiture is discussed in Note 4.

Applicable information on 2025 items is discussed in Note 4, including a write-down for a business classified as held for sale in the third quarter.

Other Expense (Income), Net:

Interest expense (net of interest income):

increased in the second quarter and decreased in the first six months of 2025, compared to the same periods YoY.

• The increase in second quarter was driven by lower interest income from decreased cash balances.

This decrease in the first six months was driven by decreased imputed interest associated with the obligations resulting from the PWS Settlement and CAE Settlement partially offset by additional imputed interest from the New Jersey Settlement (all discussed in Note 17).

increased in the third quarter and decreased in the first nine months of 2025, compared to the same periods YoY.

• The increase in the third quarter was driven by lower interest income due to decreased cash, while both periods were impacted by reduced imputed interest associated with obligations resulting from significant litigation (discussed in Note 17), and debt maturities.

Non-service pension and postretirement net period cost (benefit):

decreased by approximately $773 million in the second quarter of 2025 and $734 million in the first six months of 2025, compared to the same periods YoY.

• This change was largely due to the $795 million pension settlement charge in the second quarter 2024, which occurred as a result of transferring a portion of U.S.

increased by approximately $13 million in the third quarter of 2025 and decreased $721 million in the first nine months of 2025, compared to the same periods YoY.

• This change was largely due to the $795 million pension settlement charge in the second quarter of 2024, which occurred as a result of transferring a portion of U.S.

pension payment obligations and related plan assets to an insurance company (see Note 13).

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Solventum ownership - change in value:

decreased by approximately $1,120 million in the second quarter of 2025 and $777 million in the first six months of 2025, compared to the same periods YoY.

decreased by approximately $675 million in the third quarter of 2025 and $1,452 million in the first nine months of 2025, compared to the same periods YoY.

Provision for Income Taxes:

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(Percent of pre-tax income) 2025 2024 2025 2024

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19.9 20.5 20.5 20.1

The primary factors that increased the Company's effective tax rate for the three and six months ending June 30, 2025, when compared to 2024, were the tax effect of the change in value of 3M's retained ownership interest in Solventum and application of Pillar Two Model Rules published by the Organization for Economic Cooperation and Development (OECD).

These were partially offset by the 2024 charge related to the Company's change in assertion on earnings no longer considered permanently reinvested.

The primary factors that increased the Company's effective tax rate for the three months ended September 30, 2025, when compared to 2024, were the tax impacts of:

3M's retained ownership interest in Solventum, Pillar Two Model Rules, and the loss on business divestiture, partially offset by net costs of significant litigation.

The primary factors that increased the Company's effective tax rate for the nine months ended September 30, 2025, when compared to 2024, were the tax impact of:

3M's retained ownership interest in Solventum and Pillar Two Model Rules, partially offset by net costs of significant litigation.

Income from Unconsolidated Subsidiaries, Net of Taxes:

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

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September 30,

(Millions) 2025 2024 2025 2024

Income (loss) from unconsolidated subsidiaries, net of taxes $ 47 $ 3 $ 49 $ 4

Income (loss) from unconsolidated subsidiaries, net of taxes, is attributable to the Company’s accounting under the equity method for ownership interests in certain entities.

Income from unconsolidated subsidiaries, net of taxes

$ 2 $ 3 $ 51 $ 7

Income from unconsolidated subsidiaries, net of taxes, is attributable to the Company’s accounting under the equity method for ownership interests in certain entities.

In the second quarter of 2025, 3M sold its interest in one of these investments, resulting in a pre-tax gain of $47 million.

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Net Income Attributable to Noncontrolling Interest:

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

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(Millions) 2025 2024 2025 2024

Net income (loss) attributable to noncontrolling interest $ 2 $ 6 $ 8 $ 11

Net income (loss) attributable to noncontrolling interest represents the elimination of the income or loss attributable to non-3M ownership interests in 3M consolidated entities.

Net income attributable to noncontrolling interest

$ 7 $ 4 $ 15 $ 15

Net income attributable to noncontrolling interest represents the elimination of the income or loss attributable to non-3M ownership interests in 3M consolidated entities.

The primary noncontrolling interest relates to 3M India Limited, of which 3M’s effective ownership is 75 percent.

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Stock compensation is discussed in Note 18 and impacts cost of sales, SG&A, and R&D.

As noted therein, higher stock-based compensation expense is recognized in the quarter in which 3M’s annual stock option, restricted stock unit and performance share grant is made because of accounting rules for grants to employees that are retiree-eligible.

Typically, the annual grant is made in the first quarter.

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

Additionally, 2025 stock compensation expense YoY was impacted by the lower extent of the 2025 annual grant.

YoY stock compensation expense was impacted by the lower extent of the 2025 annual grant.

Pre-tax defined benefit pension and postretirement service cost expense impacts cost of sales, SG&A, and R&D while the non-service cost component of pension and postretirement benefits impacts the other expense (income), net line item.

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On a continuing operations basis, pre-tax stock compensation expense and defined benefit pension and postretirement expense for the periods presented were the following:

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

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Pre-tax amounts (millions) 2025 2024 2025 2024

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Safety and Industrial Business:

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

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

2025 2024 2025 2024

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Percent of sales 25.9 % 23.5 % 25.5 % 23.2 %

Second quarter 2025 results:

Third quarter 2025 results:

Sales in Safety and Industrial were up 5.4 percent in U.S.

On an organic sales basis:

• Sales increased in electrical markets, industrial adhesives and tapes, abrasives, roofing granules and personal safety, grew slightly in industrial specialties, and decreased in automotive aftermarket.

• Growth primarily came from electrical markets and industrial adhesives and tapes, driven by new product innovation and commercial excellence.

Abrasives also contributed to growth through the launch of new products and the execution of a commercial strategy aimed at increasing sales effectiveness.

Automotive aftermarket continued to face challenges in a market with decreased collision repair claim rates.

• Sales increased in electrical markets, industrial adhesives and tapes, personal safety, abrasives and industrial specialties, and decreased in roofing granules and automotive aftermarket.

• Commercial excellence helped drive growth, partially offset by continued softness in automotive aftermarket and emerging weakness in roofing granules.

Business segment operating income margins increased YoY driven by benefits from growth, productivity, and lower restructuring costs.

These benefits were partially offset by continued growth investments in the business, timing and extent of stock-based compensation, and cost dis-synergies from the ongoing exit of PFAS manufacturing.

These benefits were partially offset by continued growth investments in the business, and cost dis-synergies from the ongoing exit of PFAS manufacturing.

Adjusting for special item net costs for significant litigation (non-GAAP measure) related to respirator mask/asbestos, business segment operating income margins increased YoY from 24.3 percent to 26.3 percent.

Refer to the Certain amounts adjusted for special items - (non-GAAP measures) section below for additional details.

First six months 2025 results:

First nine months 2025 results:

Sales in Safety and Industrial were up 3.2 percent in U.S.

On an organic sales basis:

• Sales increased in electrical markets, industrial adhesives and tapes, roofing granules, personal safety and industrial specialties, grew slightly in abrasives, and decreased in automotive aftermarket.

• Growth primarily came from strong demand trends in industrial adhesives and tapes and electrical markets.

This growth was partially offset by ongoing challenges in automotive aftermarket.

• Sales increased in electrical markets, industrial adhesives and tapes, personal safety, abrasives and industrial specialties, and decreased in automotive aftermarket and roofing granules.

• Growth primarily came from demand in key underlying markets, partially offset by challenges in automotive aftermarket.

Business segment operating income margins increased year-on-year primarily driven by benefits from growth, productivity and lower restructuring costs.

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Transportation and Electronics Business :

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

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

2025 2024 2025 2024

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Percent of sales 22.0 % 20.4 % 20.5 % 21.1 %

Second quarter 2025 results:

Sales in Transportation and Electronics were down 0.6 percent in U.S.

Third quarter 2025 results:

Sales in Transportation and Electronics were up 2.4 percent in U.S.

On an organic sales basis:

• Sales increased in commercial branding and transportation and decreased in advanced materials, automotive and aerospace and electronics.

• Sales increased in commercial branding and transportation, electronics and automotive and aerospace, and decreased in advanced materials.

• The main drivers of growth were double digit growth in aerospace, continued momentum in the electronics business, and improvement in automotive after a down first half.

Growth was negatively impacted by headwinds related to PFAS manufactured products.

• The automotive OEM business was down reflecting continued weakness in auto builds, particularly in Europe and the U.S..

This was partially offset by growth in commercial graphics and automotive personalization, driven by demand for premium fleet wrap new product innovation and expanding sales coverage.

Divestitures:

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Business segment operating income margins increased YoY driven by benefits from growth, productivity, and lower restructuring costs.

These benefits were partially offset by continued growth investments in the business, and cost dis-synergies from the ongoing exit of PFAS manufacturing.

Adjusting for special item PFAS manufactured products (non-GAAP measure), sales of $1,992 million were up 4.2 percent YoY in U.S.

dollars, or up 3.6 percent organically;

while business segment operating income margins increased YoY from 22.3 percent to 24.6 percent.

while business segment operating income margins decreased YoY from 24.5 percent to 24.3 percent.

Refer to the Certain amounts adjusted for special items - (non-GAAP measures) section below for additional details.

First six months 2025 results:

First nine months 2025 results:

Sales in Transportation and Electronics were down 1.2 percent in U.S.

On an organic sales basis:

• Sales increased in commercial branding and transportation, decreased in advanced materials, automotive and aerospace, and electronics.

• Growth was negatively impacted by headwinds related to PFAS manufactured products.

• The electronics business was negatively impacted from declines in the automotive OEM business reflecting continued weakness in auto builds, particularly in Europe and the U.S.

This was partially offset by demand in commercial graphics and personal auto, electronics, and aerospace and defense.

• Sales increased in commercial branding and transportation, and decreased in advanced materials, automotive and aerospace, and electronics.

• Growth was negatively impacted by headwinds related to PFAS manufactured products, the automotive OEM business, and commercial vehicles.

This was partially offset by high single digit growth in aerospace and strength in commercial branding and transportation.

Divestitures:

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Consumer Business:

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

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

2025 2024 2025 2024

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Percent of sales 22.2 % 20.2 % 21.0 % 18.9 %

Second quarter 2025 results:

Third quarter 2025 results:

Sales in Consumer were up 0.9 percent in U.S.

On an organic sales basis:

• Sales increased in home improvement, grew slightly in packaging and expression and home and auto care, and decreased in consumer safety and well-being.

• Growth in home improvement supported by new product launches, service improvements, and increased investment in advertising and merchandising;

• Sales increased in home and auto care and consumer safety and well-being, and decreased in packaging and expression and home improvement.

• Growth driven by strong demand for Filtrete™ filters, Scotch™ tape, and Meguiar's® products supported by new product launches, service improvements, and increased investment in advertising and merchandising;

partially offset by soft consumer discretionary spending.

Business segment operating income margins increased YoY driven by benefits from growth and productivity partially offset by continued growth investments in the business, timing and extent of stock-based compensation, and cost dis-synergies from the ongoing exit of PFAS manufacturing.

First six months 2025 results:

Sales in Consumer were down 0.4 percent in U.S.

Business segment operating income margins increased YoY driven by benefits from growth and productivity partially offset by continued growth investments in the business, and cost dis-synergies from the ongoing exit of PFAS manufacturing.

First nine months 2025 results:

Sales in Consumer were up 0.1 percent in U.S.

On an organic sales basis:

• Sales increased in consumer safety and well-being and home improvement, were flat in home and auto care, and decreased in packaging and expression.

• Sales increased in consumer safety and well-being and home and auto care, grew slightly in home improvement, and decreased in packaging and expression.

• Growth driven by new product launches, service improvements, and increased advertising and merchandising investment;

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

Corporate and Other are further described in Note 19.

Corporate and Other is further described in Note 19.

Refer to the Certain amounts adjusted for special items - (non-GAAP measures) section below and Note 19 for details on the components of corporate special items and their impact.

Other corporate operating income, net, decreased YoY in the second quarter of 2025, and increased YoY in the first six months of 2025, primarily due to higher unallocated corporate costs relating to certain enterprise and governance activities.

The first six months of 2024 was impacted by the extent of transition arrangement income from divested businesses (and associated costs) largely related to Solventum's April 2024 Separation as well as the extent of non-discontinued operations-eligible former Solventum-allocated costs included in Corporate and Other prior to the Separation.

Other corporate operating income, net, increased YoY in the third quarter and first nine months of 2025, primarily due to the extent of transition arrangement income from divested businesses (and associated costs) largely related to Solventum's April 2024 Separation as well as the extent of non-discontinued operations-eligible former Solventum-allocated costs included in Corporate and Other prior to the Separation.

Certain amounts adjusted for special items - (non-GAAP measures)

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The document also contains additional measures which are not defined under U.S.

These measures and

reasons 3M believes they are useful to investors (and, as applicable, used by 3M) include:

These measures and reasons 3M believes they are useful to investors (and, as applicable, used by 3M) include:

GAAP amounts for which a measure adjusted for special items is also provided:

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Loss on business divestitures:

• In June 2025, 3M completed a divestiture for immaterial proceeds slightly below the business's book value (as discussed in Note 4).

• In the third quarter of 2025, 3M reflected a write-down for a business classified as held for sale.

In second quarter of 2025, 3M completed a divestiture for immaterial proceeds slightly below the business's book value.

See Note 4 for additional information.

Divestiture costs:

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• This amount relates to the change in value of 3M's retained ownership interest in Solventum common stock reflected in other expense (income), net.

Three months ended June 30, 2024

Transformation costs:

• These represent net costs associated with 3M's transformation program, intended as a structural redesign of longer-term manufacturing, distribution, and business process services and locations.

Accordingly, 3M does not consider the nature or effect of this program to be normal, operating expenses related to the Company’s ongoing operations, revenue generating activities, and day-to-day business strategy.

Net costs include restructuring and other related items such as site closure, sale, moving and set-up, accelerated depreciation, and program management.

Three months ended September 30, 2024

Amounts from continuing operations

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Net costs for significant litigation — 47 204 (75) 279 0.51

Divestiture costs — 14 14 (113) 127 0.23

Manufactured PFAS products (226) 34 34 9 25 0.04

Pension risk transfer charge

— — 795 188 607 1.09

Solventum ownership - change in value

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Adjusted amounts (non-GAAP measures) $ 6,068 $ 1,397 23.0 % $ 1,378 $ 282 20.5 % $ 1,095 $ 1.98

Three months ended June 30, 2025

Three months ended September 30, 2025

Amounts from continuing operations

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Loss on business divestitures

— 161 161 2 159 0.30

Manufactured PFAS products (199) 2 2 1 1 —

Solventum ownership - change in value — — 94 23 71 0.13

Transformation costs

— 14 14 3 11 0.02

Total special items (199) 112 327 (16) 343 0.64

Adjusted amounts (non-GAAP measures) $ 6,318 4.1 % $ 1,559 24.7 % $ 1,474 $ 292 19.9 % $ 1,177 $ 2.19 10 %

Three months ended June 30, 2025

Three months ended September 30, 2025

Sales Change Organic sales Acquisitions Divestitures Translation Total sales change

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Adjusted Transportation and Electronics (non-GAAP measures) 3.6 % — % (0.3) % 0.9 % 4.2 %

Six months ended June 30, 2024

Nine months ended September 30, 2024

Amounts from continuing operations

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Adjusted amounts (non-GAAP measures) $ 17,822 $ 3,923 22.0 % $ 3,910 $ 786 20.1 % $ 3,116 $ 5.62

Six months ended June 30, 2025

Nine months ended September 30, 2025

Amounts from continuing operations

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Loss on business divestitures

— 164 164 3 161 0.30

Manufactured PFAS products (559) 57 57 14 43 0.08

Solventum ownership - change in value — — (242) 23 (265) (0.49)

Transformation costs — 14 14 3 11 0.02

Total special items (559) 591 744 42 702 1.30

Adjusted amounts (non-GAAP measures) $ 18,256 2.4 % $ 4,424 24.2 % $ 4,199 $ 860 20.5 % $ 3,375 $ 6.23 11 %

Six months ended June 30, 2025

Nine months ended September 30, 2025

Sales Change Organic sales Acquisitions Divestitures Translation Total sales change

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For those international earnings considered to be reinvested indefinitely, the Company currently has no plans or intentions to repatriate these funds for U.S.

As of June 30, 2025, 3M owned 19.9% of Solventum Corporation common stock which ownership interest's fair value was $2.6 billion.

As previously disclosed, 3M intends to divest its ownership in Solventum within five years from its April 2024 spin-off.

3M maintains a strong liquidity profile.

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3M’s commercial paper program permits the Company to have a maximum of $5 billion outstanding with a maximum maturity of 397 days from date of issuance.

The Company had no commercial paper outstanding as of June 30, 2025 and December 31, 2024.

The Company had no commercial paper outstanding as of September 30, 2025 and December 31, 2024.

The strength of 3M’s credit profile and significant ongoing cash flows provide 3M proven access to capital markets.

Additionally, the Company’s debt maturity profile is staggered to help ensure refinancing needs in any given year are reasonable in proportion to the total portfolio.

As of the date of this report, 3M has a credit rating of A3, stable outlook from Moody's Investors Service, a credit rating of BBB+, stable outlook from S&P Global Ratings, and a credit rating of A-, stable outlook from Fitch.

The Company’s total debt at June 30, 2025, increased slightly when compared to December 31, 2024, due the issuance of $1.1 billion in aggregate principal amount of debt, $0.2 billion in foreign currency remeasurement partially offset by debt maturities with an aggregate principal amount of $1.25 billion.

The Company’s total debt at September 30, 2025, decreased when compared to December 31, 2024, due to debt maturities with an aggregate principal amount of $1.8 billion, partially offset by the issuance of $1.1 billion in aggregate principal amount of debt, and a $0.2 billion impact from foreign currency remeasurement.

For discussion of repayments of and proceeds from debt refer to the following Cash Flows from Financing Activities section.

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3M also has a medium-term notes program (Series F) program, originally established in 2016, up to an aggregate principal amount of $18 billion.

As of June 30, 2025, the total amount of debt issued under the (Series F) program is approximately $17.6 billion (utilizing the foreign exchange rates applicable at the time of issuance for the euro denominated debt).

As of September 30, 2025, the total amount of debt issued under the (Series F) program is approximately $17.6 billion (utilizing the foreign exchange rates applicable at the time of issuance for the euro denominated debt).

The Company has not issued any debt under the (Series F) program since February 2019 and does not intend to issue any additional debt under this program in the future.

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3M has a $4.25 billion five-year revolving credit facility that expires in May 2028.

The revolving credit agreement includes a provision under which 3M may request an increase of up to $1.0 billion (at lender’s discretion), bringing the total facility up to $5.25 billion.

The credit facility was undrawn at June 30, 2025.

The revolving credit agreement includes a provision under which 3M may request an increase of up to $1.0 billion (at lenders' discretion), bringing the total facility up to $5.25 billion.

The credit facility was undrawn at September 30, 2025.

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

This is calculated (based on amounts defined in the amended agreement) as the ratio of consolidated total EBITDA for the four consecutive quarters then ended to total interest expense on all funded debt for the same period.

At June 30, 2025, 3M was in compliance with this requirement.

At September 30, 2025, 3M was in compliance with this requirement.

Debt covenants do not restrict the payment of dividends.

The Company also had $0.6 billion in stand-alone letters of credit, bank guarantees, and other similar instruments issued and outstanding at June 30, 2025.

The Company also had $0.6 billion in stand-alone letters of credit, bank guarantees, and other similar instruments issued and outstanding at September 30, 2025.

These instruments are utilized in connection with normal business activities.

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Cash, cash equivalents and marketable securities are invested in bank instruments and other high quality securities.

The table below provides the breakout of the balance between the Company's foreign subsidiaries and the United States as of June 30, 2025 and December 31, 2024.

(Billions) June 30, 2025 December 31, 2024

The table below provides the breakout of the balance between the Company's foreign subsidiaries and the United States as of September 30, 2025 and December 31, 2024.

(Billions) September 30, 2025 December 31, 2024

Foreign subsidiaries $ 3.5 $ 3.5

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Total cash, cash equivalents and marketable securities $ 5.2 $ 7.7

The decrease from December 31, 2024, was impacted by negative cash flow from operating activities for the first half of 2025, which included $3.1 billion in payments associated with the PWS and CAE legal settlements (as discussed in Note 17).

Other significant cash activities included $1.3 billion in debt maturities, $2.2 billion in purchases of treasury stock, and $0.8 in dividend payments.

Additionally, 3M had $1.1 billion in proceeds from debt and $1.0 of proceeds from issuances of treasury shares pursuant to option/benefit plans,

The decrease from December 31, 2024, was impacted by $3.2 billion in payments associated with PFAS-related environmental liabilities and the CAE legal settlement (as discussed in Note 17), $2.7 billion in purchases of treasury stock, $1.8 billion in debt maturities, and $1.2 billion in dividend payments.

The uses of cash were partially offset by proceeds of $1.2 billion from issuances of treasury shares pursuant to option/benefit plans, $1.1 billion from debt, and $0.6 billion from the sale of a portion of 3M's interest in Solventum.

Separately as discussed below, 3M also has current equity investments, comprised of 3M's remaining interest in Solventum Corporation, which it intends to sell within five years of the 2024 spin-off of Solventum.

Net Debt (non-GAAP measure):

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3M believes net debt is meaningful to investors as 3M considers net debt and its components to be important indicators of liquidity and financial position.

The table below provides net debt as of June 30, 2025 and December 31, 2024.

(Millions) June 30, 2025 December 31, 2024 Change

The table below provides net debt as of September 30, 2025 and December 31, 2024.

(Millions) September 30, 2025 December 31, 2024 Change

Total debt $ 12,603 $ 13,044 $ (441)

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Refer to the preceding Total Debt and Cash, Cash Equivalents and Marketable Securities sections for additional details.

Current equity investments:

Current equity investments consist of 3M's ownership interest in Solventum Corporation.

As of September 30, 2025, 3M owned approximately 15% of Solventum's common stock, with a fair value of $1.9 billion.

In August 2025, 3M sold a portion of its holdings, for proceeds of $0.6 billion, and classified its remaining interest as current equity investments (part of other current assets).

As previously disclosed, 3M expects to sell its ownership in Solventum within five years of its 2024 spin-off.

Sales of 3M's retained stake are subject to regulatory and other restrictions.

Balance Sheet:

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Working capital (non-GAAP measure):

(Millions) June 30, 2025 December 31, 2024 Change

(Millions) September 30, 2025 December 31, 2024 Change

Current assets $ 16,089 $ 15,884 $ 205

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3M believes working capital is meaningful to investors as a measure of operational efficiency and short-term financial health.

Working capital increased from December 31, 2024, primarily due to lower balances of current liabilities related to the PWS and CAE legal settlements, short-term borrowings and current portions of long-term debt.

This increase was partially offset by decreases in cash, cash equivalents, and marketable securities, as well as increases in accounts receivable and inventories.

Working capital increased from December 31, 2024, primarily due to lower balances of current liabilities related to PFAS-related environmental liabilities and the CAE legal settlement, reduced short-term borrowings and current portions of long-term debt, and an increased balance of current assets from the classification in 2025 of 3M's remaining interest in Solventum within current equity investments (as discussed above) as well as increases in accounts receivable and inventories.

This increase was partially offset by decreases in cash, cash equivalents, and marketable securities.

Discussions of cash flows from operating, investing and financing activities are provided in the sections that follow.

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Cash flows from operating activities can fluctuate significantly from period to period, as working capital movements, tax timing differences and other items such as litigation payments can significantly impact cash flows.

In the first six months of 2025, cash flows provided by operating activities decreased $2.8 billion compared to the same period last year, primarily driven by approximately $3.1 billion in payments associated with the PWS and CAE legal settlements.

In the first nine months of 2025, cash flows provided by operating activities increased by $0.7 billion compared to the same period last year, primarily driven by lower payments associated with PFAS-related environmental liabilities and the CAE legal settlement.

Cash Flows from Investing Activities:

Investments in PP&E enable growth across many diverse markets, helping to meet product demand and increasing manufacturing efficiency.

3M invested $0.4 billion on PP&E in the first six months of 2025.

3M invested $0.7 billion on PP&E in the first nine months of 2025.

The Company expects 2025 capital spending to be approximately $0.9 billion as 3M continues to invest in growth, productivity and sustainability.

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Purchases of marketable securities and investments and proceeds from maturities and sale of marketable securities and investments are primarily attributable to certificates of deposit/time deposits, commercial paper, and other securities, which are classified as available-for-sale.

Proceeds also include those from sale of portions of 3M's remaining interest in Solventum Corporation.

Refer to Note 11 for more details about 3M’s diversified marketable securities portfolio.

Cash Flows from Financing Activities:

Debt cash flow activity includes $1.3 billion aggregate principal amount of debt maturities partially offset by proceeds from issuance of $1.1 billion in aggregate principal amount of debt in the first six months of 2025.

Debt cash flow activity includes $1.8 billion aggregate principal amount of debt maturities partially offset by proceeds from issuance of $1.1 billion in aggregate principal amount of debt in the first nine months of 2025.

Gross commercial paper issuances and repayments, in addition to repayments of the fixed-rate notes, are largely reflected in “Proceeds from debt (maturities greater than 90 days)” and "Repayment of debt (maturities greater than 90 days)".

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Refer to Note 12 for more detail regarding debt.

In February 2025, 3M’s Board of Directors replaced the Company’s November 2018 repurchase program with a new repurchase program.

In February 2025, 3M’s Board of Directors replaced the Company’s 2018 repurchase program with a new repurchase program.

This new program authorizes the repurchase of up to $7.5 billion of 3M’s outstanding common stock, with no pre-established end date.

Repurchases of common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes.

In the first six months of 2025, the Company purchased $2.2 billion of its own stock, compared to $421 million of stock purchases in the first six months of 2024.

As of June 30, 2025, approximately $5.7 billion remained available under the authorization.

In the first nine months of 2025, the Company purchased $2.7 billion of its own stock, compared to $1.1 billion of stock purchases in the first nine months of 2024.

As of September 30, 2025, approximately $5.2 billion remained available under the authorization.

For more information, refer to the table titled “Issuer Purchases of Equity Securities” in Part II, Item 2.

The Company does not utilize derivative instruments linked to the Company’s stock.

The Company also had $1.0 billion in proceeds from issuance of treasury stock pursuant to stock option and benefit plans in the first six months of 2025.

The Company also had $1.2 billion in proceeds from issuance of treasury stock pursuant to stock option and benefit plans in the first nine months of 2025.

3M has paid dividends since 1916.

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In May 2025, 3M's Board of Directors declared a second-quarter 2025 dividend of $0.73 per share.

In August 2025, 3M's Board of Directors declared a third-quarter 2025 dividend of $0.73 per share.

Other cash flows from financing activities may include various other items, such as cash paid associated with certain derivative instruments, distributions to or sales of noncontrolling interests, changes in overdraft balances, and principal payments for finance leases.

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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 2. Management’s Discussion and Analysis