3M CO 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of 3M’s financial statements with a narrative from the perspective of management. 3M’s MD&A is presented in the following sections: ● Overview ● Results of Operations ● Performance by Business Segment ● Financial Condition and Liquidity ● Cautionary Note Concerning Factors That May Affect Future Results ​ Forward-looking statements in Part I, Item 2 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to the section entitled “Cautionary Note Concerning Factors That May Affect Future Results” in Part I, Item 2 and the risk factors provided in Part II, Item 1A for discussion of these risks and uncertainties). ​ OVERVIEW ​ 3M is a diversified global manufacturer, technology innovator and marketer of a wide variety of products and services. As described in Note 16, effective in the second quarter of 2020, the measure of segment operating performance used by 3M’s chief operating decision maker changed and, as a result, the Company’s disclosed measure of segment profit/loss has been updated. Also, effective in the first quarter of 2020, the Company changed its business segment reporting in its continuing effort to improve the alignment of businesses around markets and customers. Additionally, the Company consolidated the way it presents geographic area net sales by providing an aggregate Americas geographic region (combining former United States and Latin America and Canada areas). Information provided herein reflects the impact of these changes for all periods presented. ​ 3M manages its operations in four operating business segments: Safety and Industrial; Transportation and Electronics; Health Care; and Consumer. From a geographic perspective, any references to EMEA refer to Europe, Middle East and Africa on a combined basis. ​ Consideration of COVID-19: ​ 3M is impacted by the global pandemic and related effects associated with the coronavirus (COVID-19). The Company updated its risk factors with respect to COVID-19, which can be found in Item 1A “Risk Factors” in this document. ​ Public and private sector policies and initiatives to reduce the transmission of COVID-19, such as the imposition of travel restrictions and the adoption of remote working, have impacted 3M’s operations. 3M is working to protect its employees and the public, maintain business continuity and sustain its operations, including ensuring the safety and protection of people who work in its plants and distribution centers across the world, many of whom support the manufacturing and delivery of products that are critical in response to the global pandemic. COVID-19 has impacted 3M’s supply chains relative to global demand for products like respirators, surgical masks and commercial cleaning solutions. As this situation continues, 3M is also closely monitoring and responding to potential impacts to the Company’s broader supply chain associated with other products. COVID-19 has also affected the ability of suppliers and vendors to provide products and services to 3M. Furthermore, COVID-19 has impacted the broader economies of affected countries, including negatively impacting economic growth.The Company has taken steps to help employees lead safe and productive lives during the outbreak including remote working; escalated procedures in factories related to personal safety, cleaning and medical screening measures; and pandemic leave policies. 3M is closely monitoring how the spread of COVID-19 is affecting employees and business operations and has developed preparedness plans to help protect the safety of employees around the world while safely continuing business. While nearly all of our manufacturing locations and distribution centers are fully or partially operational, the Company implemented plant and/or line shutdowns related to certain markets due to weaker customer demand or government mandates. Some of the above factors have increased the demand for 3M products, while others have decreased demand or made it more difficult for 3M to serve customers. Serving 3M customers is a priority and teams continue to communicate with individual customers about potential disruptions. ​ 3M’s total sales decreased 12.2% and 4.9% year-on-year in the second quarter and first six months of 2020, respectively. Organic local-currency sales decreased 13.1% and 6.5% year-on-year in the second quarter and first six months of 2020, respectively. Given the diversity of 3M’s businesses, the impact of COVID-19 varied across the Company in the second quarter and first six months of 56 Table of Contents 2020. 3M experienced strong sales growth in personal safety, as well as in other areas such as home improvement, general cleaning, semiconductor, data center, and biopharma filtration. COVID-related respirator sales are estimated to have impacted year-over-year organic local-currency sales growth by just under 3 percent and just over 2 percent for the second quarter and first six months of 2020, respectively. At the same time, 3M saw weak demand in several end markets, contributing in part to sales declines in a number of 3M’s businesses with the biggest year over year second quarter total sales decreases in oral care (down 58 percent), automotive and aerospace (down 44 percent), automotive aftermarket (down 33 percent), commercial solutions (down 31 percent), stationery and office (down 25 percent), and businesses aligned to general industrial applications such as industrial adhesives and tapes (down 18 percent) and abrasives (down 32 percent). ​ 3M’s operating income margins increased 3.5 and 4.6 percentage points year-on-year in the second quarter and first six months of 2020, respectively. Factoring out the impact on operating income of special items as described in the Certain amounts adjusted for special items - (non-GAAP measures) section below, operating income margins decreased 1.2 and 0.9 percentage points to 19.6 percent and 20.2 percent, respectively, for the second quarter and first six months of 2020 when compared the same periods in 2019. Various COVID-19 implications contributed in part to these decreases. ​ Overall, the impact of the COVID-19 pandemic on 3M’s consolidated results of operations was primarily driven by factors related to changes in demand for products and disruption in global supply chains as described above. While it is not feasible to identify or quantify all the other direct and indirect implications on 3M’s results of operations, below are factors that 3M believes have also impacted its operating income for the second quarter and first six months of 2020: ​ Factors contributing to charges: ● Period expenses of unabsorbed manufacturing costs and increased expected credit losses on customer receivables. ● Restructuring actions addressing structural enterprise costs and operations in certain end markets as a result of the COVID-19 pandemic and related economic impact resulting in a second quarter 2020 charge of $58 million (as further discussed in Note 5). ● Committed financial support to various COVID-relief and medical research initiatives. ● Charge of $22 million related to equity securities as discussed in the “ Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis” section of Note 13 that use the measurement alternative described therein in addition to an immaterial pre-tax charge related to impairment of certain indefinite lived tradenames in the first quarter of 2020. ​ Factors providing benefits: ● Decreased discretionary spending in areas such as travel, professional services, and advertising/merchandising as well as cost reduction efforts, hiring freezes, and maintaining only essential contract workers. ● Government-sponsored COVID-response stimulus and relief initiatives, including certain employment retention benefits under the Coronavirus Aid, Relief and Economic Security (CARES) Act in the United States. ● Lower incentive compensation and self-insured medical visit/instance expense. ● Instituted accelerated vacation usage policies which benefit the second quarter of 2020 year-over-year. ​ 3M plans to monitor discretionary spending and cost control efforts as the situation continues. ​ 3M continues to consider if COVID-19 and other related market implications could indicate it is more likely than not the carrying amount of various applicable assets may be impaired and assess whether certain investments without readily determinable fair values may have been impacted. ​ As previously disclosed, in light of circumstances, 3M took actions to ensure sources of cash may remain strong, including the March 2020 issuance of $1.75 billion of registered notes, suspension of share repurchases, and lowering its original $1.6 billion to $1.8 billion range of full year 2020 estimated capital spending which was further updated during the second quarter of 2020 to approximately $1.4 billion. While estimated capital spending decreased, it includes additional expansion of respirator production capacity. 3M continues to have access to its commercial paper program and undrawn committed credit facility. Refer to the Financial Condition and Liquidity section below for more information on the Company’s liquidity position. ​ The Company also continues to evaluate the extent to which it may avail itself of various government-sponsored COVID-response stimulus, relief, and production initiatives around the world, such as under the Defense Production Act (DPA) and CARES Act in the United States. In the second quarter of 2020, under the DPA, the U.S. government initiated certain agreements with 3M involving just 57 Table of Contents over $200 million of anticipated funding of assets to expand capacity to supply N-95 respirators to the U.S. government. The nature of the agreement provides a program of expedited partial funding to begin expansion while final terms are completed. ​ Due to the speed with which the COVID-19 situation is developing and evolving and the uncertainty of its duration and the timing of recovery, 3M is not able at this time to predict the extent to which the COVID-19 pandemic may have a material effect on its consolidated results of operations or financial condition. ​ Earnings per share attributable to 3M common shareholders – diluted: ​ The following table provides the increase (decrease) in diluted earnings per share for the three and six months ended June 30, 2020 and 2019. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ (Earnings per diluted share) June 30, 2020 June 30, 2020 Same period last year ​ $ 1.92 ​ $ 3.44 ​ Significant litigation-related charges/benefits ​ ​ — ​ ​ 0.72 ​ Loss on deconsolidation of Venezuelan subsidiary ​ ​ 0.28 ​ ​ 0.28 ​ Gain/loss on sale of businesses ​ ​ (0.07) ​ ​ (0.09) ​ Same period last year, excluding special items ​ $ 2.13 ​ $ 4.35 ​ Increase/(decrease) in earnings per share - diluted, due to: ​ ​ ​ ​ ​ ​ ​ Organic growth/productivity and other ​ ​ (0.28) ​ ​ (0.22) ​ Acquisitions/divestitures ​ ​ (0.07) ​ ​ (0.12) ​ Foreign exchange impacts ​ ​ (0.05) ​ ​ (0.13) ​ Income tax rate ​ ​ 0.03 ​ ​ 0.01 ​ Shares of common stock outstanding ​ ​ 0.02 ​ ​ 0.04 ​ Current period, excluding special items ​ $ 1.78 ​ $ 3.93 ​ Significant litigation-related charges/benefits ​ ​ — ​ ​ 0.07 ​ Gain/loss on sale of businesses ​ ​ 0.52 ​ ​ 0.52 ​ Divestiture-related restructuring actions ​ ​ (0.08) ​ ​ (0.08) ​ Current period ​ $ 2.22 ​ $ 4.44 ​ ​ For the second quarter of 2020, net income attributable to 3M was $1.3 billion, or $2.22 per diluted share compared to $1.1 billion or $1.92 per diluted share in the same period last year, an increase of 15.6 percent on a per diluted share basis. For the first six months of 2020 net income attributable to 3M was $2.6 billion, or $4.44 per diluted share compared to $2.0 billion or $3.44 per diluted share in the same period last year, an increase of 29.1 percent on a per diluted share basis. ​ The Company refers to various amounts or measures on an “adjusted basis”. These exclude special items. 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. ​ On an adjusted basis for the second quarter 2020, net income attributable to 3M was $1.0 billion, or $1.78 per diluted share versus $1.2 billion, or $2.13 per diluted share in the same period last year, which was a decrease of 16.4 percent on a per diluted share basis. On an adjusted basis for the first six months of 2020, net income attributable to 3M was $2.3 billion, or $3.93 per diluted share versus $2.6 billion, or $4.35 per diluted share for the same period last year, which was a decrease of 9.7 percent on a per diluted share basis. ​ Additional discussion related to the components of the year-on-year change in earnings per diluted share follows: ​ ​ 58 Table of Contents Organic growth/productivity and other: ● Lower organic local-currency sales growth as a result of significant COVID-19 related impacts, in addition to COVID-related net factors described in the preceding Overview—Consideration of COVID-19 section decreased earnings per diluted share year-on-year. These net factors included cost saving actions taken in response to COVID-19 but also reflected 2020 charges for items such as restructuring actions addressing structural enterprise costs and operations in certain end markets as a result of the COVID-19 pandemic and related economic impact (further described in Note 5). Partially offsetting this net decrease were benefits recognized in the first six months of 2020 related to the restructuring and other actions taken in 2019. ● On a combined basis, higher defined benefit pension and postretirement service cost increased expense year-on-year. ● Interest expense (net of interest income) increased year-on-year for both the second quarter and first six months of 2020, as a result of higher U.S. average debt balances and lower year-on-year interest income driven by lower average interest rates on cash balances. ​ Acquisitions/divestitures: ● Acquisition impacts, which are measured for the first twelve months post-transaction, relate to the acquisitions of M*Modal (first quarter 2019), and Acelity (fourth quarter 2019). These items collectively decreased earnings per diluted share by 4 cents and 9 cents year-on-year for the second quarter and first six months of 2020, respectively. The net impacts related to these acquisitions included income from operations, more than offset by transaction and integration costs. Financing costs related to these acquisitions is also included. ● Divestiture impacts include the lost operating income from divested businesses, which decreased earnings per diluted share by 3 cents for both the second quarter and first six months of 2020. This was primarily related to the divestiture of the Company’s drug delivery business. ​ Foreign exchange impacts: ● Foreign currency impacts (net of hedging) decreased pre-tax earnings year-on-year by approximately $37 million and $95 million, or the equivalent of 5 cents and 13 cents per diluted share the second quarter and first six months of 2020, respectively, excluding the impact of foreign currency changes on tax rates. ​ Income tax rate: ● Certain items above reflect specific income tax rates associated with those items. Overall, the effective tax rate for the second quarter of 2020 was 21.0 percent, a decrease of 0.8 percentage points versus 2019. The effective tax rate for the first six months of 2020 was 19.2 percent, a decrease of 0.9 percentage points versus 2019. Excluding the special items (as discussed below), the effective tax rate decreased 1.6 percentage points and 0.2 percentage points year-on-year for the second quarter and first six months of 2020, respectively. ● Factors that decreased the effective tax rate for the second quarter year-over-year were the 2019 non-deductible charge related to the deconsolidation of the Venezuelan subsidiary, adjustments to uncertain tax positions not repeating in 2020 and increased year-over-year benefit from US international tax provisions. These decreases were partially offset by the 2019 tax benefit that did not repeat related to the “held for sale” status of legal entities associated with the then pending divestiture of the gas and flame detection business and decreased year-over-year benefit from stock options. ● Factors that decreased the effective rate for the first six months of 2020 year-over-year include the 2019 non-deductible charge related to the deconsolidation of the Venezuelan subsidiary, adjustments to uncertain tax positions not repeating in 2020, 2020 resolution of the tax treatment of the 2018 NRD lawsuit, and increased year-over-year benefit from US international tax provisions. These decreases were partially offset by the 2019 tax benefit that did not repeat related to the “held for sale” status of legal entities associated with the then-pending divestiture of the gas and flame detection business and decreased year-over-year benefit from stock options. ​ Shares of common stock outstanding: ● Lower shares outstanding increased earnings per share year-on-year by 2 cents and 4 cents per diluted share for the second quarter and first six months of 2020. Weighted-average diluted shares outstanding in the second quarter and first six months of 2020 declined 0.9 percent and 1.0 percent year-on-year, respectively, which benefited earnings per share. The decrease in the outstanding weighted-average diluted shares relates to the Company’s purchase $366 million of its own stock in the first six months of 2020, prior to 3M’s suspension of its stock repurchase program in late March 2020. ​ 59 Table of Contents ​ Certain amounts adjusted for special items - (non-GAAP measures): ​ In addition to reporting financial results in accordance with U.S. GAAP, the Company also provides non-GAAP measures that adjust for the impacts of special items. For the periods presented, special items include the items described below. Beginning in 2020, the Company includes gain/loss on sale of businesses and divestiture-related restructuring actions as special items due to their potential distortion of underlying operating results. Information provided herein reflects the impact of this change for all periods presented. Operating income (measure of segment operating performance), income before taxes, net income, earnings per share, and the effective tax rate are all measures for which 3M provides the reported GAAP measure and a measure adjusted for special items. The adjusted measures are not in accordance with, nor are they a substitute for, GAAP measures. The Company considers these non-GAAP measures in evaluating and managing the Company’s operations. The Company believes that discussion of results adjusted for these items is meaningful to investors as it provides a useful analysis of ongoing underlying operating trends. The determination of these items may not be comparable to similarly titled measures used by other companies. Special items include: ​ Significant litigation-related charges/benefits: ● In the first quarter of 2020, 3M recorded a net pre-tax charge of $17 million ($13 million after tax) related to PFAS (certain perfluorinated compounds) matters. The charge was more than offset by a reduction in tax expense of $52 million related to resolution of tax treatment with authorities regarding the previously disclosed 2018 agreement reached with the State of Minnesota that resolved the Natural Resources Damages (NRD) lawsuit. These items, in aggregate, resulted in a $39 million after tax benefit. ● In the first quarter of 2019, 3M recorded significant litigation-related charges of $548 million ($424 million after tax) related to historical PFAS manufacturing operations and coal mine dust respirator mask lawsuits as further discussed in Note 14. These were reflected in cost of sales ($223 million) and selling, general and administrative expense ($325 million). ​ Loss on deconsolidation of Venezuelan subsidiary: ● In the second quarter of 2019, 3M recorded a pre-tax charge of $162 million related to the deconsolidation of the Company’s Venezuelan subsidiary as further discussed in Note 1. ​ Gain/loss on sale of businesses: ● In the first quarter of 2020, 3M recorded a pre-tax gain of $2 million ($1 million loss after tax) related to the sale of its advanced ballistic-protection business and recognition of certain contingent consideration. In the second quarter of 2020, 3M recorded a pre-tax gain of $387 million ($304 million after tax) related to the sale of its drug delivery business. Refer to Note 3 for further details. ● In the first quarter of 2019, 3M recorded a gain related to the sale of certain oral care technology comprising a business in addition to reflecting an earnout on a previous divestiture, which together resulted in a net gain of $8 million ($7 million after tax). In the second quarter of 2019, as a result of a “held for sale” tax benefit related to the legal entities associated with the pending divestiture of the Company’s gas and flame detection business, 3M recorded an after tax gain of $43 million. ​ Divestiture-related restructuring actions: ● In the second quarter 2020, following the divestiture of substantially all of the drug delivery business (see Note 3) management approved and committed to undertake certain restructuring actions addressing corporate functional costs and manufacturing footprint across 3M in relation to the magnitude of amounts previously allocated/burdened to the divested business. As a result, 3M recorded a pre-tax charge of $55 million ($46 million after tax). Refer to Note 5 for further details. ​ 60 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in millions, except per share amounts) ​ ​ Operating Income ​ Operating Income Margin ​ ​ Income Before Taxes ​ ​ Provision for Income Taxes ​ Effective Tax Rate ​ ​ Net Income Attributable to 3M ​ ​ Earnings Per Diluted Share ​ Earnings per diluted share percent change ​ Three months ended June 30, 2019 GAAP ​ $ 1,702 ​ 20.8 % $ 1,446 ​ $ 315 ​ 21.8 % $ 1,127 ​ $ 1.92 ​ ​ ​ Adjustments for special items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain/loss on sale of businesses ​ ​ ​ ​ ​ ​ ​ — ​ ​ 43 ​ ​ ​ ​ (43) ​ ​ (0.07) ​ ​ ​ Loss on deconsolidation of Venezuelan subsidiary ​ — ​ ​ ​ ​ 162 ​ ​ — ​ ​ ​ ​ 162 ​ ​ 0.28 ​ ​ ​ Three months ended June 30, 2019 adjusted amounts (non-GAAP measures) ​ $ 1,702 ​ 20.8 % $ 1,608 ​ $ 358 ​ 22.3 % $ 1,246 ​ $ 2.13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, 2020 GAAP $ 1,740 ​ 24.3 % $ 1,629 ​ $ 342 ​ 21.0 % $ 1,290 ​ $ 2.22 ​ 15.6 % Adjustments for special items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain/loss on sale of businesses ​ ​ (387) ​ ​ ​ ​ (387) ​ ​ (83) ​ ​ ​ ​ (304) ​ ​ (0.52) ​ ​ ​ Divestiture-related restructuring actions ​ ​ 55 ​ ​ ​ ​ 55 ​ ​ 9 ​ ​ ​ ​ 46 ​ ​ 0.08 ​ ​ ​ Three months ended June 30, 2020 adjusted amounts (non-GAAP measures) $ 1,408 ​ 19.6 % $ 1,297 ​ $ 268 ​ 20.7 % $ 1,032 ​ $ 1.78 ​ (16.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in millions, except per share amounts) ​ ​ Operating Income ​ Operating Income Margin ​ ​ Income Before Taxes ​ ​ Provision for Income Taxes ​ Effective Tax Rate ​ ​ Net Income Attributable to 3M ​ ​ Earnings Per Diluted Share ​ Earnings per diluted share percent change ​ Six months ended June 30, 2019 GAAP ​ $ 2,838 ​ 17.7 % $ 2,534 ​ $ 510 ​ 20.1 % $ 2,018 ​ $ 3.44 ​ ​ ​ Adjustments for special items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant litigation-related charges/benefits ​ ​ 548 ​ ​ ​ ​ 548 ​ ​ 124 ​ ​ ​ ​ 424 ​ ​ 0.72 ​ ​ ​ Gain/loss on sale of businesses ​ ​ (8) ​ ​ ​ ​ (8) ​ ​ 42 ​ ​ ​ ​ (50) ​ ​ (0.09) ​ ​ ​ Loss on deconsolidation of Venezuelan subsidiary ​ — ​ ​ ​ ​ 162 ​ ​ — ​ ​ ​ ​ 162 ​ ​ 0.28 ​ ​ ​ Six months ended June 30, 2019 adjusted amounts (non-GAAP measures) ​ $ 3,378 ​ 21.1 % $ 3,236 ​ $ 676 ​ 20.9 % $ 2,554 ​ $ 4.35 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended June 30, 2020 GAAP $ 3,403 ​ 22.3 % $ 3,196 ​ $ 615 ​ 19.2 % $ 2,582 ​ $ 4.44 ​ 29.1 % Adjustments for special items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant litigation-related charges/benefits ​ ​ 17 ​ ​ ​ ​ 17 ​ ​ 56 ​ ​ ​ ​ (39) ​ ​ (0.07) ​ ​ ​ Gain/loss on sale of businesses ​ ​ (389) ​ ​ ​ ​ (389) ​ ​ (86) ​ ​ ​ ​ (303) ​ ​ (0.52) ​ ​ ​ Divestiture-related restructuring actions ​ ​ 55 ​ ​ ​ ​ 55 ​ ​ 9 ​ ​ ​ ​ 46 ​ ​ 0.08 ​ ​ ​ Six months ended June 30, 2020 adjusted amounts (non-GAAP measures) $ 3,086 ​ 20.2 % $ 2,879 ​ $ 594 ​ 20.7 % $ 2,286 ​ $ 3.93 ​ (9.7) % ​ ​ ​ 61 Table of Contents Sales and operating income by business segment: ​ The following tables contain sales and operating income results by business segment for the three and six months ended June 30, 2020 and 2019. Refer to the section entitled “Performance by Business Segment” later in MD&A for additional discussion concerning 2020 versus 2019 results, including Corporate and Unallocated. Refer to Note 16 for additional information on business segments, including Elimination of Dual Credit. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, ​ ​ ​ ​ ​ 2020 ​ 2019 ​ % change ​ ​ Net Oper. Net ​ Oper. ​ Net ​ ​ Oper. ​ ​ (Dollars in millions) ​ Sales ​ Income ​ Sales ​ Income ​ Sales ​ ​ Income ​ ​ Business Segments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Safety and Industrial ​ $ 2,668 $ 636 ​ $ 2,937 $ 647 (9.2) % ​ (1.6) % ​ Transportation and Electronics ​ 1,937 382 ​ 2,450 591 (20.9) ​ ​ (35.4) ​ ​ Health Care ​ 1,825 306 ​ 1,831 483 (0.4) ​ ​ (36.7) ​ ​ Consumer ​ 1,238 287 ​ 1,320 273 (6.2) ​ ​ 4.8 ​ ​ Corporate and Unallocated ​ (2) 252 ​ 48 (192) — ​ ​ — ​ ​ Elimination of Dual Credit ​ (490) (123) ​ (415) (100) — ​ ​ — ​ ​ Total Company ​ $ 7,176 $ 1,740 ​ $ 8,171 $ 1,702 (12.2) % ​ 2.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended June 30, ​ ​ ​ ​ ​ 2020 ​ 2019 ​ % change ​ ​ Net Oper. Net Oper. Net ​ Oper. ​ (Dollars in millions) ​ Sales ​ Income ​ Sales ​ Income ​ Sales ​ ​ Income ​ Business Segments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Safety and Industrial ​ $ 5,603 $ 1,362 ​ $ 5,900 $ 1,284 (5.0) % ​ 6.1 % ​ Transportation and Electronics ​ 4,175 864 ​ 4,805 1,110 (13.1) ​ ​ (22.2) ​ ​ Health Care ​ 3,928 762 ​ 3,569 942 10.1 ​ ​ (19.1) ​ ​ Consumer ​ 2,494 556 ​ 2,520 508 (1.0) ​ ​ 9.3 ​ ​ Corporate and Unallocated ​ (1) 98 ​ 70 (809) — ​ ​ — ​ ​ Elimination of Dual Credit ​ (948) (239) ​ (830) (197) — ​ ​ — ​ ​ Total Company ​ $ 15,251 $ 3,403 ​ $ 16,034 $ 2,838 (4.9) % ​ 19.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, 2020 Worldwide Sales Change ​ Organic local- ​ ​ ​ ​ ​ ​ ​ Total sales By Business Segment ​ currency sales ​ Acquisitions ​ Divestitures ​ Translation ​ change Safety and Industrial (6.1) % — % (0.9) % (2.2) % (9.2) % Transportation and Electronics (18.9) ​ — ​ (1.1) ​ (0.9) ​ (20.9) ​ Health Care (12.4) ​ 17.9 ​ (4.3) ​ (1.6) ​ (0.4) ​ Consumer (5.0) ​ — ​ — ​ (1.2) ​ (6.2) ​ Total Company (13.1) % 3.9 % (1.5) % (1.5) % (12.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended June 30, 2020 Worldwide Sales Change ​ Organic local- ​ ​ ​ ​ ​ ​ ​ Total sales By Business Segment ​ currency sales ​ Acquisitions ​ Divestitures ​ Translation ​ change Safety and Industrial (1.9) % — % (0.9) % (2.2) % (5.0) % Transportation and Electronics (11.1) ​ — ​ (0.9) ​ (1.1) ​ (13.1) ​ Health Care (5.6) ​ 19.7 ​ (2.3) ​ (1.7) ​ 10.1 ​ Consumer 0.3 ​ — ​ — ​ (1.3) ​ (1.0) ​ Total Company (6.5) % 4.4 % (1.2) % (1.6) % (4.9) % ​ ​ 62 Table of Contents Sales by geographic area: Percent change information compares the second quarter and first six months of 2020 with the same period last year, unless otherwise indicated. From a geographic perspective, any references to EMEA refer to Europe, Middle East and Africa on a combined basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended June 30, 2020 ​ ​ ​ ​ ​ ​ ​ ​ Europe, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asia ​ Middle East ​ Other ​ ​ ​ ​ Americas Pacific & Africa Unallocated Worldwide Net sales (millions) $ 3,633 $ 2,210 $ 1,332 $ 1 $ 7,176 ​ % of worldwide sales ​ 50.6 % 30.8 % 18.6 % — ​ 100.0 % Components of net sales change: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Volume — organic ​ (16.6) % (7.8) % (15.2) % — ​ (13.6) % Price ​ 1.0 ​ (0.3) ​ 0.7 ​ — ​ 0.5 ​ Organic local-currency sales ​ (15.6) ​ (8.1) ​ (14.5) ​ — ​ (13.1) ​ Acquisitions ​ 5.9 ​ 0.9 ​ 3.2 ​ — ​ 3.9 ​ Divestitures ​ (1.6) ​ (0.1) ​ (3.0) ​ — ​ (1.5) ​ Translation ​ (1.4) ​ (1.2) ​ (2.1) ​ — ​ (1.5) ​ Total sales change ​ (12.7) % (8.5) % (16.4) % — ​ (12.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total sales change: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Safety and Industrial ​ ​ (11.7) % ​ (6.5) % ​ (6.3) % ​ — ​ ​ (9.2) % Transportation and Electronics ​ ​ (33.0) % ​ (9.2) % ​ (34.5) % ​ — ​ ​ (20.9) % Health Care ​ ​ 5.2 % ​ (6.4) % ​ (8.3) % ​ — ​ ​ (0.4) % Consumer ​ ​ (5.2) % ​ (6.6) % ​ (11.5) % ​ — ​ ​ (6.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Organic local-currency sales change: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Safety and Industrial ​ ​ (9.1) % ​ (4.2) % ​ (1.1) % ​ — ​ ​ (6.1) % Transportation and Electronics ​ ​ (29.3) % ​ (8.4) % ​ (33.0) % ​ — ​ ​ (18.9) % Health Care ​ ​ (14.1) % ​ (10.3) % ​ (10.2) % ​ — ​ ​ (12.4) % Consumer ​ ​ (4.0) % ​ (5.9) % ​ (9.5) % ​ — ​ ​ (5.0) % ​ Additional information beyond what is included in the preceding table is as follows: ​ ● In the Americas geographic area, U.S. total sales decreased 8 percent and organic-local currency sales decreased 13 percent. Total sales in Mexico decreased 42 percent and organic local-currency sales decreased 38 percent. In Canada, total sales decreased 21 percent and organic local-currency sales decreased 23 percent. In Brazil, total sales decreased 36 percent and organic local-currency sales decreased 13 percent. ● In the Asia Pacific geographic area, China total sales increased 1 percent and organic local-currency sales increased 3 percent. In Japan, total sales decreased 9 percent and organic local-currency sales decreased 12 percent. ​ 63 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended June 30, 2020 ​ ​ ​ ​ ​ ​ ​ ​ Europe, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asia ​ Middle East ​ Other ​ ​ ​ ​ Americas Pacific & Africa Unallocated Worldwide Net sales (millions) $ 7,775 $ 4,555 $ 2,922 $ (1) $ 15,251 ​ % of worldwide sales ​ 51.0 % 29.9 % 19.1 % — ​ 100.0 % Components of net sales change: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Volume — organic ​ (7.1) % (5.8) % (8.9) % — ​ (7.0) % Price ​ 0.9 ​ (0.4) ​ 0.9 ​ — ​ 0.5 ​ Organic local-currency sales ​ (6.2) ​ (6.2) ​ (8.0) ​ — ​ (6.5) ​ Acquisitions ​ 6.9 ​ 0.9 ​ 3.4 ​ — ​ 4.4 ​ Divestitures ​ (1.3) ​ (0.1) ​ (2.2) ​ — ​ (1.2) ​ Translation ​ (1.3) ​ (1.5) ​ (2.4) ​ — ​ (1.6) ​ Total sales change ​ (1.9) % (6.9) % (9.2) % — ​ (4.9) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total sales change: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Safety and Industrial ​ ​ (4.9) % ​ (5.9) % ​ (4.6) % ​ — ​ ​ (5.0) % Transportation and Electronics ​ ​ (19.9) % ​ (6.8) % ​ (20.4) % ​ — ​ ​ (13.1) % Health Care ​ ​ 21.2 % ​ (6.2) % ​ (0.7) % ​ — ​ ​ 10.1 % Consumer ​ ​ 1.2 % ​ (4.5) % ​ (8.9) % ​ — ​ ​ (1.0) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Organic local-currency sales change: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Safety and Industrial ​ ​ (2.5) % ​ (3.2) % ​ 0.9 % ​ — ​ ​ (1.9) % Transportation and Electronics ​ ​ (16.2) % ​ (5.8) % ​ (18.3) % ​ — ​ ​ (11.1) % Health Care ​ ​ (3.5) % ​ (9.8) % ​ (6.9) % ​ — ​ ​ (5.6) % Consumer ​ ​ 2.4 % ​ (3.2) % ​ (6.4) % ​ — ​ ​ 0.3 % ​ Additional information beyond what is included in the preceding table is as follows: ​ ● In the Americas geographic area, U.S. total sales increased 2 percent while organic-local currency sales decreased 5 percent. Total sales in Mexico decreased 20 percent and organic local-currency sales decreased 18 percent. In Canada, total sales decreased 6 percent and organic local-currency sales decreased 8 percent. In Brazil, total sales decreased 22 percent and organic local-currency sales decreased 3 percent. ● In the Asia Pacific geographic area, China total sales decreased 6 percent and organic local-currency sales decreased 4 percent. In Japan, total sales decreased 2 percent and organic local-currency sales decreased 5 percent. ​ Managing currency risks: The stronger U.S. dollar had a negative impact on sales in the second quarter and first six months of 2020 compared to the same period last year. Net of the Company’s hedging strategy, foreign currency negatively impacted earnings in the second quarter and first six months of 2020 compared to the same periods last year. 3M utilizes a number of tools to hedge currency risk related to earnings. 3M uses natural hedges such as pricing, productivity, hard currency and hard currency-indexed billings, and localizing source of supply. 3M also uses financial hedges to mitigate currency risk. In the case of more liquid currencies, 3M hedges a portion of its aggregate exposure, using a 12, 24 or 36 month horizon, depending on the currency in question. For less liquid currencies, financial hedging is frequently more expensive with more limitations on tenor. Thus, this risk is largely managed via local operational actions using natural hedging tools as discussed above. In either case, 3M’s hedging approach is designed to mitigate a portion of foreign currency risk and reduce volatility, ultimately allowing time for 3M’s businesses to respond to changes in the marketplace. ​ ​ 64 Table of Contents Financial condition: ​ 3M generated $3.1 billion of operating cash flows in the first six months of 2020, an increase of $408 million when compared to the first six months of 2019, with this increase primarily due cost saving actions taken in response to COVID-19, lower year-on-year significant litigation-related charges and the timing of associated payments that impacted both the first quarter of 2020 and first quarter of 2019, and the deferring of income tax payments into the third quarter of 2020. Refer to the section entitled “Financial Condition and Liquidity” later in MD&A for a discussion of items impacting cash flows. ​ In November 2018, 3M’s Board of Directors replaced the Company’s February 2016 repurchase program with a new repurchase program. This new program authorizes the repurchase of up to $10 billion of 3M’s outstanding common stock, with no pre-established end date. In the first six months of 2020, the Company purchased $366 million of its own stock, compared to $1.1 billion of stock purchases in the first six months of 2019. As of June 30, 2020, approximately $7.8 billion remained available under the authorization. In the first quarter of 2020, the Company suspended its stock repurchase program in the face of uncertainty arising from the COVID-19 pandemic. In February 2020, 3M’s Board of Directors declared a first-quarter 2020 dividend of $1.47 per share, an increase of 2 percent. This marked the 62 nd consecutive year of dividend increases for 3M. In May 2020, 3M’s Board of Directors declared a second-quarter dividend of $1.47 per share. ​ 3M currently has an A1 credit rating with a negative outlook from Moody’s Investors Service and an A+ credit rating with a negative outlook from Standard & Poor’s. The Company generates significant ongoing cash flow and has proven access to capital markets funding throughout business cycles. ​ 3M expects to contribute approximately $200 million of cash to its global defined benefit pension and postretirement plans in 2020. The Company does not have a required minimum cash pension contribution obligation for its U.S. plans in 2020. ​ RESULTS OF OPERATIONS ​ Net Sales: ​ Refer to the preceding “Overview” section and the “Performance by Business Segment” section later in MD&A for additional discussion of sales change. ​ Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, ​ June 30, ​ (Percent of net sales) ​ 2020 ​ 2019 ​ Change ​ 2020 ​ 2019 Change Cost of sales 53.0 % 52.8 % 0.2 % 52.0 % 53.8 % (1.8) % Selling, general and administrative expenses 22.2 ​ 20.6 ​ 1.6 ​ 22.0 ​ 22.7 ​ (0.7) ​ Research, development and related expenses 5.9 ​ 5.8 ​ 0.1 ​ 6.3 ​ 5.9 ​ 0.4 ​ Gain on sale of businesses ​ (5.4) ​ — ​ (5.4) ​ (2.6) ​ (0.1) ​ (2.5) ​ Operating income margin 24.3 % 20.8 % 3.5 % 22.3 % 17.7 % 4.6 % ​ 3M expects global defined benefit pension and postretirement service cost expense in 2020 to increase by approximately $34 million pre-tax when compared to 2019, which impacts cost of sales; selling, general and administrative expenses (SG&A); and research, development and related expenses (R&D). The year-on-year increase in defined benefit pension and postretirement service cost expense for the second quarter and first six months of 2020 was approximately $7 million and $16 million, respectively. ​ The Company is investing in an initiative called business transformation, with these investments impacting cost of sales, SG&A, and R&D. Business transformation encompasses the ongoing multi-year phased implementation of an enterprise resource planning (ERP) system on a worldwide basis, as well as changes in processes and internal/external service delivery across 3M. ​ Following the divestiture of substantially all of the drug delivery business management approved and committed to undertake certain restructuring actions addressing corporate functional costs and manufacturing footprint across 3M in relation to the magnitude of 65 Table of Contents amounts previously allocated/burdened to the divested business (as discussed earlier in the Certain amounts adjusted for special items - (non-GAAP measures) . In addition, the Company approved and committed to certain restructuring actions addressing structural enterprise costs and operations in certain end markets as a result of the COVID-19 pandemic and related economic impacts. These restructuring actions impacted cost of sales, SG&A, and R&D. See Note 5 for additional details. ​ Additionally, the Company’s operating expenses were impacted by factors described in the preceding Overview – Consideration of COVID-19 section above. ​ Cost of Sales: ​ Cost of sales includes manufacturing, engineering and freight costs. ​ Cost of sales, measured as a percent of sales, increased in the second quarter of 2020 and decreased in the first six months of 2020 when compared to the same periods last year. Increases in the second quarter of 2020 were related to COVID-related net impacts, including period expenses of unabsorbed manufacturing costs, in addition to higher restructuring action charges taken versus the same period last year. Decreases in the first six months of 2020 included lower significant litigation-related charges taken in the first quarter of 2020 compared to the same period in 2019, which were partially offset by COVID-related net impacts, including period expenses of unabsorbed manufacturing costs, in addition to higher restructuring action charges taken versus the same period last year. In addition, selling price increased net sales year-on-year by 0.5 percent in both the second quarter and first six months of 2020, and lower raw material costs reduced cost of sales as a percentage of sales. ​ Selling, General and Administrative Expenses: ​ SG&A as a percent of sales in 2020 was affected by the COVID-19 pandemic’s impact on overall sales. SG&A in dollars decreased 5.4 percent and 7.5 percent in the second quarter and first six months of 2020, respectively, when compared to the same period last year. The decrease in the second quarter and first six months of 2020 relates to cost saving actions taken in response to COVID-19, lower year-on-year impact related to restructuring action charges and benefits from prior year restructuring, partially offset by other 2020 COVID-related impacts. The decrease in the first six months of 2020 also includes lower year-on-year impact related to significant litigation-related charges. ​ Research, Development and Related Expenses: ​ R&D in dollars decreased $46 million and increased $14 million in the second quarter and first six months of 2020, respectively, when compared to the same period last year. R&D, measured as a percent of sales, increased in the second quarter and first six months of 2020, as 3M continued to invest in its key initiatives, including R&D aimed at disruptive innovation programs with the potential to create entirely new markets and disrupt existing markets. The increase is primarily driven by additional R&D spending related to the Company’s acquisition of Acelity. ​ Gain on Sale of Businesses: ​ During the first quarter of 2020, the Company recorded a pre-tax gain of $2 million ($1 million loss after tax) related to the sale of its advanced ballistic-protection business and recognition of certain contingent consideration. During the second quarter of 2020, the Company recorded a pre-tax gain of $387 million ($304 after tax) related to the sale of substantially all of its drug delivery business. During the first quarter of 2019, the Company sold certain oral care technology comprising a business and reflected an earnout on a previous divestiture resulting in a pre-tax gain of $8 million ($7 million gain after tax). Refer to Note 3 for additional details on divestitures. ​ 66 Table of Contents Operating Income: ​ 3M uses operating income as one of its primary business segment performance measurement tools. Refer to the table below for a reconciliation of operating income margins for the three and six months ended June 30, 2020 and 2019. ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Six months ended ​ (Percent of net sales) June 30, 2020 June 30, 2020 ​ Same period last year ​ 20.8 % 17.7 % Significant litigation-related charges/benefits ​ — ​ 3.4 ​ Gain/loss on sale of businesses ​ — ​ — ​ Same period last year, excluding special items ​ 20.8 % 21.1 % Increase/(decrease) in operating income margin, due to: ​ ​ ​ ​ ​ Organic volume/productivity and other ​ (1.0) ​ (0.3) ​ Acquisitions/divestitures ​ (0.8) ​ (0.9) ​ Selling price and raw material impact ​ 0.7 ​ 0.6 ​ Foreign exchange impacts ​ (0.1) ​ (0.3) ​ Current period, excluding special items ​ 19.6 % 20.2 % Significant litigation-related charges/benefits ​ — ​ (0.1) ​ Gain/loss on sale of businesses ​ 5.4 ​ 2.6 ​ Divestiture-related restructuring actions ​ (0.7) ​ (0.4) ​ Current period ​ 24.3 % 22.3 % ​ Operating income margins increased 3.5 and 4.6 percentage points year-on-year in the second quarter and first six months of 2020, respectively. Factoring out the impact on operating income of special items as described in the Certain amounts adjusted for special items - (non-GAAP measures) section above, operating margins decreased 1.2 and 0.9 percentage points to 19.6 percent and 20.2 percent, respectively, for the second quarter and first six months of 2020 when compared to the same periods in 2019. ​ Additional discussion related to the components of the year-on-year change in operating income margins follows: ​ Organic volume/productivity and other: ● Lower organic volume growth as a result of significant COVID-19 related impacts, in addition to COVID-related net factors described in the preceding Overview—Consideration of COVID-19 section, decreased operating income margins year-on-year. These net factors included cost saving actions taken in response to COVID-19 but also reflected 2020 charges for items such as restructuring actions addressing structural enterprise costs and operations in certain end markets as a result of the COVID-19 pandemic and related economic impact (further described in Note 5). Partially offsetting this net decrease were benefits recognized in the first six months of 2020 related to restructuring and other actions taken in 2019. ● Operating income margins decreased year-on-year due to higher defined benefit pension and postretirement service cost expense. ​ Acquisitions/divestitures: ● Acquisition-related impacts relate to the on-going integration of M*Modal and Acelity, which decreased operating income margins year-on-year . ● Divestiture impacts, which is comprised of lost operating income from divested businesses, increased operating income margins year-on-year. ​ Selling price and raw material impact: ● Higher selling prices in addition to lower raw material cost impacts benefited operating income margins year-on-year for both the second quarter and first six months of 2020. ​ Foreign exchange impacts: ● Foreign currency effects (net of hedge gains) decreased operating income margins year-on-year. 67 Table of Contents Significant litigation-related charges: ● Operating income margins for the first six months of 2020 and 2019 included the $17 million and $548 million impact, respectively, of significant litigation-related charges (as discussed earlier in the Certain amounts adjusted for special items - (non-GAAP measures) section). ​ Gain/loss on sale of businesses: ● Operating income margins for the second quarter of 2020 included a gain of $387 million on sale of businesses. There were no operating income margin impact related to gains on sale of businesses in the second quarter of 2019. For the first six months of 2020 and 2019 included a gain of $389 million and $8 million, respectively, on sale of businesses (as discussed earlier in the Certain amounts adjusted for special items - (non-GAAP measures) section). ​ Divestiture-related restructuring actions: ● Operating income margins for both the second quarter and first six months of 2020 included the $55 million impact as a result of certain restructuring actions following the divestiture of substantially all of the drug delivery business addressing corporate functional costs and manufacturing footprint across 3M in relation to the magnitude of amounts previously allocated/burdened to the divested business. Refer to Note 5 for further details. This item was also discussed earlier in the Certain amounts adjusted for special items - (non-GAAP measures) section. ​ Other Expense (Income), Net: See Note 6 for a detailed breakout of this line item. ​ Interest expense (net of interest income) increased in the second quarter and first six months of 2020 compared to the same period in 2019 due to higher U.S. average debt balances and lower year-on-year interest income driven by lower average interest rates on cash balances. ​ Other expense (income) decreased year-on-year in the first six months 2020 primarily due to the impact of the 2019 deconsolidation of the Company’s Venezuelan subsidiary. Refer to Note 1 for additional details. In addition, other expense (income) also decreased year-on-year due to the charge associated with the voluntary retirement incentive program taken in the second quarter of 2019. Refer to Note 11 for additional details. ​ Provision for Income Taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, ​ June 30, ​ (Percent of pre-tax income) 2020 2019 2020 2019 Effective tax rate 21.0 % 21.8 % 19.2 % 20.1 % ​ The effective tax rate for the second quarter of 2020 was 21.0 percent, compared to 21.8 percent in the second quarter of 2019, a decrease of 0.8 percentage points. The effective tax rate for the first six months of 2020 was 19.2 percent, compared to 20.1 percent in the first six months 2019, a decrease of 0.9 percentage points. Factors that impacted the tax rates between years are further discussed in the Overview section above and in Note 8. ​ Due to uncertainty around the ultimate impact from the COVID-19 pandemic, 3M is not providing an estimated range of its 2020 effective tax rate at this time. The Company will continue to assess the situation and provide quarterly updates throughout the year. ​ The tax rate can vary from quarter to quarter due to discrete items, such as the settlement of income tax audits, changes in tax laws, and employee share-based payment accounting; as well as recurring factors, such as the geographic mix of income before taxes. Refer to Note 8 for further discussion of income taxes. ​ 68 Table of Contents Net Income (Loss) Attributable to Noncontrolling Interest: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ June 30, ​ June 30, ​ (Millions) 2020 2019 2020 2019 Net income (loss) attributable to noncontrolling interest ​ $ (3) ​ $ 4 ​ $ (1) ​ $ 6 ​ ​ 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. The primary noncontrolling interest relates to 3M India Limited, of which 3M’s effective ownership is 75 percent. ​ Currency Effects: ​ 3M estimates that year-on-year currency effects, including hedging impacts, decreased pre-tax income by approximately $37 million and $95 million for the second quarter of 2020 and six months ended June 30, 2020, respectively. This estimate includes the effect of translating profits from local currencies into U.S. dollars; the impact of currency fluctuations on the transfer of goods between 3M operations in the United States and abroad; and transaction gains and losses, including derivative instruments designed to reduce foreign currency exchange rate risks. 3M estimates that year-on-year foreign currency transaction effects, including hedging impacts, increased pre-tax income by approximately $12 million and $11 million for the three and six months ended June 30, 2020, respectively. These estimates include transaction gains and losses, including derivative instruments designed to reduce foreign currency exchange rate risks. ​ Significant Accounting Policies: ​ Information regarding new accounting standards is included in Note 1 to the Consolidated Financial Statements. ​ PERFORMANCE BY BUSINESS SEGMENT ​ Disclosures relating to 3M’s business segments are provided in Note 16. Effective in the second quarter of 2020, the measure of segment operating performance used by 3M’s chief operating decision maker (CODM) changed and, as a result, 3M’s disclosed measure of segment profit/loss (business segment operating income) has been updated for all periods presented. The change to business segment operating income aligns with the update to how the CODM assesses performance and allocates resources for the Company’s business segments. ​ As discussed in Note 16, 3M discloses business segment operating income as its measure of segment profit/loss, reconciled to both total 3M operating income and income before taxes. Business segment operating income includes dual credit for certain related operating income (as described below in “Elimination of Dual Credit”). Business segment operating income excludes certain expenses and income that are not allocated to business segments (as described below in “Corporate and Unallocated”). Additionally, the following special items are excluded from business segment operating income and, instead, are included within Corporate and Unallocated: significant litigation-related charges/benefits, gain/loss on sale of businesses, and divestiture-related restructuring actions. ​ Additionally, effective in the first quarter of 2020, the Company changed its business segment reporting (see Note 16 for additional details). ​ Information provided herein reflects the impact of these changes for all periods presented. 3M manages its operations in four business segments. The reportable segments are Safety and Industrial; Transportation and Electronics; Health Care; and Consumer. ​ Corporate and Unallocated: ​ In addition to these four business segments, 3M assigns certain costs to “Corporate and Unallocated,” which is presented separately in the preceding business segments table and in Note 16. Corporate and Unallocated includes a variety of miscellaneous items, such as corporate investment gains and losses, certain derivative gains and losses, certain insurance-related gains and losses, certain litigation and environmental expenses, corporate restructuring charges and certain under- or over-absorbed costs (e.g. pension, stock-based 69 Table of Contents compensation) that the Company determines not to allocate directly to its business segments. Additionally, Corporate and Unallocated operating income includes special items such as significant litigation-related charges/benefits, gain/loss on sale of businesses, and divestiture-related restructuring costs. Corporate and Unallocated also includes sales, costs, and income from contract manufacturing, transition services and other arrangements with the acquirer of the Communication Markets Division following its 2018 divestiture through 2019. Because this category includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis. ​ Corporate and Unallocated expense for the second quarter and first six months 2020 when compared to same periods last year are as follows: ​ Special Items Refer to the Certain amounts adjusted for special items - (non-GAAP measures) section and Note 5 for additional details on the impact of significant litigation-related charges/benefits, gain/loss on sale of businesses, and divestiture-related restructuring actions that are reflected in Corporate and Unallocated. ​ Other Corporate Expense - Net Other corporate operating expenses decreased in both the second quarter and first six months of 2020, when compared to the same periods last year, primarily due to lower year-on-year restructuring charges. In the second quarter of 2020 and 2019, operating expenses included non-divestiture-related restructuring charges of $23 million and $82 million, respectively, as further discussed in Note 5. In addition, 3M’s defined benefit pension and postretirement service-cost expense allocation to Corporate and Unallocated decreased year-on-year. ​ Operating Business Segments: ​ Information related to 3M’s business segments for both the second quarter and first six months of 2020 and 2019 are presented in the tables that follow. Organic local-currency sales include both organic volume impacts plus selling price impacts. Acquisition impacts, if any, are measured separately for the first twelve months post-transaction. The divestiture impacts, if any, foreign currency translation impacts and total sales change are also provided for each business segment. Any references to EMEA relate to Europe, Middle East and Africa on a combined basis. ​ Refer to the preceding “Sales and operating income by geographic area” section for organic local-currency sales growth by business segment within major geographic areas. ​ Refer to 3M’s 2019 Annual Report on Form 10-K, Item 1, Business, for discussion of 3M products that are included in each business segment. ​ Safety and Industrial Business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ 2020 2019 2020 2019 ​ Sales (millions) ​ $ 2,668 ​ $ 2,937 ​ $ 5,603 ​ $ 5,900 ​ ​ Sales change analysis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Organic local-currency ​ (6.1) % (5.2) % (1.9) % (3.8) % ​ Divestitures ​ ​ (0.9) ​ ​ (1.9) ​ ​ (0.9) ​ ​ (2.3) ​ ​ Translation ​ (2.2) ​ (2.1) ​ (2.2) ​ (2.9) ​ ​ Total sales change ​ (9.2) % (9.2) % (5.0) % (9.0) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Business segment operating income (millions) ​ $ 636 ​ $ 647 ​ $ 1,362 ​ $ 1,284 ​ ​ Percent change ​ (1.6) % (16.3) % 6.1 % (15.5) % ​ Percent of sales ​ 23.8 % 22.0 % 24.3 % 21.8 % ​ ​ ​ 70 Table of Contents Second quarter 2020 results: ​ Sales in Safety and Industrial totaled $2.7 billion, down 9.2 percent in U.S. dollars. Organic local-currency sales decreased 6.1 percent, divestitures decreased sales by 0.9 percent, and foreign currency translation decreased sales by 2.2 percent. ​ On an organic local-currency sales basis: ● Sales increased in personal safety, while closure and masking systems, electrical markets, roofing granules, industrial adhesives and tape, abrasives, and automotive aftermarket sales declined year-on-year. ● Strong growth related to unprecedented demand for respirators as a result of the COVID-19 pandemic was more than offset by softness that impacted sales growth across most of the Company’s general industrial-related portfolio. ​ Divestitures: ● 2018 divestitures that impacted second quarter 2019 results relate to the sale of the Company’s abrasives glass products business (second quarter of 2018). ● Also in 2018, 3M completed the sale of substantially all of its Communication Markets Division . ● In August 2019, 3M completed the sale of its gas and flame detection business. ​ Business segment operating income: ● Business segment operating income margins increased 1.8 percentage points, primarily related to strong productivity, cost discipline and benefits from second quarter 2019 restructuring and other actions. First six months 2020 results: ​ Sales in Safety and Industrial totaled $5.6 billion, down 5.0 percent in U.S. dollars. Organic local-currency sales decreased 1.9 percent, divestitures decreased sales by 0.9 percent, and foreign currency translation decreased sales by 2.2 percent. ​ On an organic local-currency sales basis: ● Sales increased in personal safety, while roofing granules, closure and masking systems, industrial adhesives and tapes, electrical markets, automotive aftermarket, and abrasives sales declined year-on-year. ● Strong growth related to unprecedented demand for respirators as a result of the COVID-19 pandemic was more than offset by softness that impacted sales growth across most of the Company’s general industrial-related portfolio. ​ Divestitures: ● 2018 divestitures that impacted the first six months of 2019 results relate to the sale of certain personal safety product offerings primarily focused on noise, environmental, and heat stress monitoring (first quarter 2018), and it’s abrasives glass products business (second quarter of 2018). ● Also in 2018, 3M completed the sale of substantially all of its Communication Markets Division . ● In August 2019, 3M completed the sale of its gas and flame detection business. ​ Business segment operating income: ● Business segment operating income margins increased 2.5 percentage points, primarily related to strong productivity, cost discipline and benefits from second quarter 2019 restructuring and other actions. ​ ​ 71 Table of Contents Transportation and Electronics Business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ 2020 2019 2020 2019 ​ Sales (millions) ​ $ 1,937 ​ $ 2,450 ​ $ 4,175 ​ $ 4,805 ​ ​ Sales change analysis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Organic local-currency ​ (18.9) % (1.3) % (11.1) % (2.5) % ​ Divestitures ​ ​ (1.1) ​ ​ — ​ ​ (0.9) ​ ​ — ​ ​ Translation ​ (0.9) ​ (1.7) ​ (1.1) ​ (2.3) ​ ​ Total sales change ​ (20.9) % (3.0) % (13.1) % (4.8) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Business segment operating income (millions) ​ $ 382 ​ $ 591 ​ $ 864 ​ $ 1,110 ​ ​ Percent change ​ (35.4) % (11.6) % (22.2) % (16.0) % ​ Percent of sales ​ 19.7 % 24.1 % 20.7 % 23.1 % ​ ​ Second quarter 2020 results: ​ Sales in Transportation and Electronics totaled $1.9 billion, down 20.9 percent in U.S. dollars. Organic local-currency sales decreased 18.9 percent, divestitures decreased sales by 1.1 percent, and foreign currency translation decreased sales by 0.9 percent. ​ On an organic local-currency sales basis: ● Sales declined in electronics, transportation safety, advanced materials , commercial solutions, and automotive and aerospace. ● Automotive and aerospace was primarily impacted by the decline in global car and light truck builds . ● Sales decreased 1 percent in 3M’s electronics-related businesses. Electronics-related sales declines were primarily related to softness in the consumer electronics end-market, partially offset by demand in semiconductor, data center, and factory automation end-markets. ​ Divestitures: ● In January 2020, 3M completed the sale of its advanced ballistic-protection business. Refer to Note 3 for details. ​ Business segment operating income: ● Business segment operating income margins decreased 4.4 percentage points, primarily related to lower sales which were partially offset by cost discipline and benefits from second quarter 2019 restructuring and other actions. ​ First six months 2020 results: ​ Sales in Transportation and Electronics totaled $4.2 billion, down 13.1 percent in U.S. dollars. Organic local-currency sales decreased 11.1 percent, divestitures decreased sales by 0.9 percent, and foreign currency translation decreased sales by 1.1 percent. ​ On an organic local-currency sales basis: ● Sales were flat in electronics and declined in transportation safety, advanced materials, commercial solutions, and automotive and aerospace. ● Automotive and aerospace was primarily impacted by the decline in global car and light truck builds . ● Sales were flat in 3M’s electronics-related businesses. Electronics-related growth was led by demand for semiconductor, data center, and factory automation end-markets, offset by softness in the consumer electronics end-market. ​ ​ 72 Table of Contents Divestitures: ● In January 2020, 3M completed the sale of its advanced ballistic-protection business. Refer to Note 3 for details. ​ Business segment operating income: ● Business segment operating income margins decreased 2.4 percentage points, primarily related to lower sales and reduced productivity in key end-markets due to COVID-19 related impacts, partially offset by cost discipline and benefits from last year’s restructuring actions. ​ Health Care Business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ 2020 2019 2020 2019 ​ Sales (millions) ​ $ 1,825 ​ $ 1,831 ​ $ 3,928 ​ $ 3,569 ​ ​ Sales change analysis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Organic local-currency ​ (12.4) % 3.6 % (5.6) % 2.2 % ​ Acquisitions ​ 17.9 ​ 4.4 ​ 19.7 ​ 3.6 ​ ​ Divestitures ​ ​ (4.3) ​ ​ — ​ ​ (2.3) ​ ​ (0.1) ​ ​ Translation ​ (1.6) ​ (2.1) ​ (1.7) ​ (2.9) ​ ​ Total sales change ​ (0.4) % 5.9 % 10.1 % 2.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Business segment operating income (millions) ​ $ 306 ​ $ 483 ​ $ 762 ​ $ 942 ​ ​ Percent change ​ (36.7) % 3.0 % (19.1) % (2.5) % ​ Percent of sales ​ 16.8 % 26.4 % 19.4 % 26.4 % ​ ​ Second quarter 2020 results: ​ Sales in Health Care totaled $1.8 billion, down 0.4 percent in U.S. dollars. Organic local-currency sales decreased 12.4 percent, acquisitions increased sales by 17.9 percent, divestitures decreased sales by 4.3 percent, and foreign currency translation decreased sales by 1.6 percent. ​ On an organic local-currency sales basis: ● Sales increased in separation and purification sciences, while sales declined in medical solutions, food safety, and health information systems, and oral care. ● Sales declines year-on-year were primarily due to delays in elective medical procedures and closures of most dental offices across the world as a result of the COVID-19 pandemic. These impacts were most prevalent in the oral care and medical solutions businesses. ​ Acquisitions: ● In February 2019, 3M acquired M*Modal, a leading healthcare technology provider of cloud-based, conversational artificial intelligence-powered systems that help physicians efficiently capture and improve the patient narrative. ● In October 2019, 3M completed the acquisition of Acelity Inc. and its KCI subsidiaries, a leading global medical technology company focused on advanced wound care and specialty surgical applications ​ Divestitures: ● In the first quarter of 2019, the Company sold certain oral care technology comprising a business. ● In May 2020, 3M completed the sale of substantially all of its drug delivery business. ​ Business segment operating income: ● Business segment operating income margins decreased 9.6 percentage points year-on-year, driven by sales declines and impacts related to the Acelity acquisition, partially offset by cost discipline and benefits from second quarter 2019 restructuring and other costs. 73 Table of Contents First six months 2020 results: Sales in Health Care totaled $3.9 billion, up 10.1 percent in U.S. dollars. Organic local-currency sales decreased 5.6 percent, acquisitions increased sales by 19.7 percent, divestitures decreased sales by 2.3 percent, and foreign currency translation decreased sales by 1.7 percent. ​ On an organic local-currency sales basis: ● Sales increased in food safety, separation and purification sciences, and medical solutions, while sales decreased in health information systems and oral care. ● Oral care declined year-on-year primarily due to dental and orthodontia offices being impacted as a result of the COVID-19 pandemic. ​ Acquisitions: ● In February 2019, 3M acquired M*Modal, a leading healthcare technology provider of cloud-based, conversational artificial intelligence-powered systems that help physicians efficiently capture and improve the patient narrative. ● In October 2019, 3M completed the acquisition of Acelity Inc. and its KCI subsidiaries, a leading global medical technology company focused on advanced wound care and specialty surgical applications . ​ Divestitures: ● In the first quarter of 2019, the Company sold certain oral care technology comprising a business. ● In May 2020, 3M completed the sale of substantially all of its drug delivery business. ​ Business segment operating income: ● Business segment operating income margins decreased 7.0 percentage points year-on-year, driven by sales declines and impacts related to the Acelity acquisition, partially offset by cost discipline and benefits from second quarter 2019 restructuring and other costs. ​ Consumer Business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Six months ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ 2020 2019 2020 2019 ​ Sales (millions) ​ $ 1,238 ​ $ 1,320 ​ $ 2,494 ​ $ 2,520 ​ ​ Sales change analysis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Organic local-currency ​ (5.0) % 1.0 % 0.3 % 1.5 % ​ Translation ​ (1.2) ​ (1.2) ​ (1.3) ​ (1.9) ​ ​ Total sales change ​ (6.2) % (0.2) % (1.0) % (0.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Business segment operating income (millions) ​ $ 287 ​ $ 273 ​ $ 556 ​ $ 508 ​ ​ Percent change ​ 4.8 % (3.2) % 9.3 % (1.5) % ​ Percent of sales ​ 23.2 % 20.7 % 22.3 % 20.2 % ​ ​ Second quarter 2020 results: ​ Sales in Consumer totaled $1.2 billion, a decrease of 6.2 percent in U.S. dollars. Organic local-currency sales decreased 5.0 percent and foreign currency translation decreased sales by 1.2 percent. ​ On an organic local-currency sales basis: ● Sales grew in home care and home improvement, while consumer health care and stationery and office declined. ● Sales showed continued strength in the Company’s Filtrete TM , Scotch Blue TM , Scotch Brite TM , and Meguiars TM brands. ​ ​ 74 Table of Contents Business segment operating income: ● Business segment operating income margins increased 2.5 percentage points year-on-year as a result of strong productivity and cost discipline. First six months 2020 result: Sales in Consumer totaled $2.5 billion, an decrease of 1.0 percent in U.S. dollars. Organic local-currency sales increased 0.3 percent and foreign currency translation decreased sales by 1.3 percent. ​ On an organic local-currency sales basis: ● Sales grew in home care and home improvement, home care, while consumer health care and stationery and office declined. ● Sales showed continued strength in the Company’s Filtrete TM , Scotch Blue TM , Scotch Brite TM , and Meguiars TM brands. ​ Business segment operating income: ● Business segment operating income margins increased 2.1 percentage points year-on-year as a result of strong productivity and cost discipline. ​ FINANCIAL CONDITION AND LIQUIDITY ​ The strength and stability of 3M’s business model and strong free cash flow capability, together with proven capital markets access, position the Company to withstand an economic downturn. Investing in 3M’s business to drive organic growth and deliver strong return on invested capital remains the first priority for capital deployment. This includes research and development, capital expenditures, and commercialization capability. Organic investments will be supplemented by complementary acquisitions. The company also continues to actively manage its portfolio to maximize value for shareholders. Given uncertainty arising from COVID-19, the Company suspended its share repurchase program effective March 2020. 3M will continue to return cash to shareholders through dividends and will consider whether to resume share repurchases once the COVID-19 impacts are better known. 3M maintains strong liquidity and further added to its liquidity position through the issuance of $1.75 billion in registered notes in March 2020. Sources for cash availability in the United States, such as ongoing cash flow from operations and access to capital markets, have historically been sufficient to fund dividend payments to shareholders, as well as funding U.S. acquisitions and other items as needed. The TCJA creates additional repatriation opportunities for 3M to access international cash positions on a continual and on-going basis and will help support U.S. capital deployments needs. For those international earnings still considered to be reinvested indefinitely, the Company currently has no plans or intentions to repatriate these funds for U.S. operations. See Note 10 in 3M’s 2019 Annual Report on Form 10-K for further information on earnings considered to be reinvested indefinitely. ​ 3M’s primary short-term liquidity needs are met through cash on hand and U.S. commercial paper issuances. 3M believes it will have continuous access to the commercial paper market. 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. At June 30, 2020, there was no commercial paper issued and outstanding, compared to $150 million outstanding at December 31, 2019. ​ Total debt: ​ 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. 3M currently has an A1 credit rating with a negative outlook from Moody’s Investors Service and an A+ credit rating with a negative outlook from Standard & Poor’s. ​ The Company’s total debt was $0.4 billion higher at June 30, 2020 when compared to December 31, 2019. Increases in debt related to the March 2020 issuance of $1.75 billion of registered notes, partially offset by the repayment of aggregate $445 million principal amount of Third Lien Notes subject to in-substance defeasance (see Note 10) and 650 million euros aggregate principal amount of floating-rate medium-term notes that matured, and lower commercial paper balance. For discussion of repayments of and proceeds from debt refer to the following “Cash Flows from Financing Activities” section. ​ ​ 75 Table of Contents In July 2017, the United Kingdom’s Financial Conduct Authority announced that it would no longer require banks to submit rates for the London InterBank Offered Rate (“LIBOR”) after 2021. The Company is in the process of reviewing its debt securities, bank facilities, derivative instruments and commercial contracts that utilize LIBOR as the reference rate. 3M will continue its impact assessment and monitor regulatory developments during the transition period. ​ Effective February 10, 2020, the Company updated its “well-known seasoned issuer” (WKSI) shelf registration statement, which registers an indeterminate amount of debt or equity securities for future issuance and sale. This replaced 3M’s previous shelf registration dated February 24, 2017. In May 2016, in connection with the WKSI shelf, 3M entered into an amended and restated distribution agreement relating to the future issuance and sale (from time to time) of the Company’s medium-term notes program (Series F), up to the aggregate principal amount of $18 billion, which was an increase from the previous aggregate principal amount up to $9 billion of the same Series. ​ As of June 30, 2020, the total amount of debt issued as part of the medium-term notes program (Series F), inclusive of debt issued in February 2019 and prior years is approximately $17.6 billion (utilizing the foreign exchange rates applicable at the time of issuance for the euro denominated debt). Additionally, the August 2019 and March 2020 debt was issued under the WKSI shelf registration, but not as part of the medium-term notes program (Series F). Information with respect to long-term debt issuances and maturities for the periods presented is included in Note 10 of this Form 10-Q and Note 12 of 3M’s 2019 Annual Report on Form 10-K. ​ The Company has a $3.0 billion five-year revolving credit facility expiring in November 2024. 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 $4.0 billion. In addition, 3M entered into a $1.25 billion 364-day credit facility expiring in November 2020. The 364-day credit agreement includes a provision under which 3M may convert any advances outstanding on the maturity date into term loans with a maturity date one year later. These credit facilities were undrawn at June 30, 2020. Under both the $3.0 billion and $1.25 billion credit agreements, 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 (as defined in the 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, 2020, this ratio was approximately 18 to 1. Debt covenants do not restrict the payment of dividends. ​ Apart from the committed credit facilities described above, 3M has a credit facility expiring in July 2020 in the amount of 80 billion Japanese yen that in July 2020 was further extended until August 2021. At June 30, 2020, 69 billion Japanese yen, or approximately $646 million at June 30, 2020 exchange rates, was drawn and outstanding. In November 2019, 3M entered into a credit facility expiring in November 2020 in the amount of 150 million euros. At June 30, 2020, 150 million euros, or $168 million at June 30, 2020 exchange rates, was drawn and outstanding. The Company also had an additional $267 million in stand-alone letters of credit and bank guarantees were also issued and outstanding at June 30, 2020. These instruments are utilized in connection with normal business activities. ​ Cash, cash equivalents and marketable securities: ​ At June 30, 2020, 3M had $4.5 billion of cash, cash equivalents and marketable securities, of which approximately $3.0 billion was held by the Company’s foreign subsidiaries and approximately $1.5 billion was held in the United States. These balances are invested in bank instruments and other high-quality fixed income securities. At December 31, 2019, cash, cash equivalents and marketable securities held by the Company’s foreign subsidiaries and in the United States totaled approximately $2.4 billion and $100 million, respectively. The increase from December 31, 2019 primarily resulted from $1.75 billion of debt the Company issued in March 2020 in light of the uncertain impact of the COVID-19 pandemic. ​ ​ 76 Table of Contents Net Debt (non-GAAP measure): ​ Net debt is not defined under U.S. GAAP and may not be computed the same as similarly titled measures used by other companies. The Company defines net debt as total debt less the total of cash, cash equivalents and current and long-term marketable securities. 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 following table provides net debt as of June 30, 2020 and December 31, 2019. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Millions) June 30, 2020 December 31, 2019 Change ​ Total debt ​ $ 20,762 ​ $ 20,313 ​ $ 449 ​ Less: Cash, cash equivalents and marketable securities ​ 4,500 ​ 2,494 ​ 2,006 ​ Net debt (non-GAAP measure) ​ $ 16,262 ​ $ 17,819 ​ $ (1,557) ​ ​ Refer to the preceding “Total Debt” and “Cash, Cash Equivalents and Marketable Securities” sections for additional details. ​ Balance Sheet: ​ 3M’s strong balance sheet and liquidity provide the Company with significant flexibility to fund its numerous opportunities going forward. The Company will continue to invest in its operations to drive growth, including continual review of acquisition opportunities. ​ The Company uses working capital measures that place emphasis and focus on certain working capital assets, such as accounts receivable and inventory activity. ​ Working capital (non-GAAP measure): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Millions) ​ June 30, 2020 ​ December 31, 2019 ​ Change ​ Current assets ​ $ 14,106 ​ $ 12,971 ​ $ 1,135 ​ Less: Current liabilities ​ 7,282 ​ 9,222 ​ (1,940) ​ Working capital (non-GAAP measure) ​ $ 6,824 ​ $ 3,749 ​ $ 3,075 ​ ​ ​ Various assets and liabilities, including cash and short-term debt, can fluctuate significantly from month to month depending on short-term liquidity needs. Working capital is not defined under U.S. generally accepted accounting principles and may not be computed the same as similarly titled measures used by other companies. The Company defines working capital as current assets minus current liabilities. 3M believes working capital is meaningful to investors as a measure of operational efficiency and short-term financial health. ​ Working capital increased $3.1 billion compared with December 31, 2019. Balance changes in current assets increased working capital by $1.1 billion, driven by increases to cash and cash equivalents, partially offset by decreases in account receivable. Balance changes in current liabilities increased working capital by $1.9 billion, primarily due to decreases in the current portion of long-term debt and accrued payroll. ​ Accounts receivable decreased $332 million compared to December 31, 2019, primarily due to lower sales in the second quarter of 2020 in relation to sales in the fourth quarter 2019 and increased expected credit losses on customer receivables related to COVID-19 uncertainty. Inventory increased $34 million from December 31, 2019 as a result of slowing growth conditions in several key end-markets and changes in channel inventory levels by customers, partially offset by impacts from foreign exchange rates and inventory included in the divestiture of the drug delivery business. ​ ​ 77 Table of Contents Cash Flows: ​ Cash flows from operating, investing and financing activities are provided in the tables that follow. Individual amounts in the Consolidated Statement of Cash Flows exclude the effects of acquisitions, divestitures and exchange rate impacts on cash and cash equivalents, which are presented separately in the cash flows. Thus, the amounts presented in the following operating, investing and financing activities tables reflect changes in balances from period to period adjusted for these effects. ​ Cash Flows from Operating Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ ​ June 30, ​ (Millions) ​ 2020 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income including noncontrolling interest ​ $ 2,581 ​ $ 2,024 ​ Depreciation and amortization ​ 932 ​ 751 ​ Company pension and postretirement contributions ​ (77) ​ (88) ​ Company pension and postretirement expense ​ 197 ​ 176 ​ Stock-based compensation expense ​ 172 ​ 182 ​ Gain on sale of businesses ​ ​ (389) ​ ​ (5) ​ Income taxes (deferred and accrued income taxes) ​ 314 ​ (237) ​ Loss on deconsolidation of Venezuelan subsidiary ​ ​ — ​ ​ 162 ​ Accounts receivable ​ 241 ​ (258) ​ Inventories ​ (198) ​ 75 ​ Accounts payable ​ (269) ​ (173) ​ Other — net ​ (386) ​ 101 ​ Net cash provided by (used in) operating activities ​ $ 3,118 ​ $ 2,710 ​ ​ Cash flows from operating activities can fluctuate significantly from period to period, as pension funding decisions, tax timing differences and other items can significantly impact cash flows. ​ In the first six months of 2020, cash flows provided by operating activities increased $408 million compared to the same period last year, with this increase primarily due to cost saving actions taken in response to COVID-19, lower year-on-year significant litigation-related charges and the timing of associated payments and the deferring of income tax payments into the third quarter of 2020. Factors that decreased operating cash flows included decreases in accounts payable and increases in inventories The combination of accounts receivable, inventories and accounts payable increased working capital by $226 million in the first six months of 2020, compared to the working capital increases of $356 million in the first six months of 2019. Additional discussion on working capital changes is provided earlier in the “Financial Condition and Liquidity” section. ​ Cash Flows from Investing Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ ​ June 30, ​ (Millions) ​ 2020 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchases of property, plant and equipment (PP&E) ​ $ (711) ​ $ (812) ​ Proceeds from sale of PP&E and other assets ​ 16 ​ 3 ​ Acquisitions, net of cash acquired ​ (25) ​ (704) ​ Purchases and proceeds from maturities and sale of marketable securities and investments, net ​ 342 ​ 254 ​ Proceeds from sale of businesses, net of cash sold ​ 573 ​ 6 ​ Other — net ​ 7 ​ 18 ​ Net cash provided by (used in) investing activities ​ $ 202 ​ $ (1,235) ​ ​ Investments in property, plant and equipment enable growth across many diverse markets, helping to meet product demand and increasing manufacturing efficiency. The Company expects full-year 2020 estimated capital spending to be approximately $1.4 billion 78 Table of Contents (which was further updated in the second quarter of 2020 versus original guidance of $1.6 billion to $1.8 billion) as 3M reduces overall spending in light of uncertainty regarding COVID-19, but continues to invest in expanding the Company’s ability to increase production of respiratory products to meet worldwide demand. ​ 3M invests in renewal and maintenance programs, which pertain to cost reduction, cycle time, maintaining and renewing current capacity, eliminating pollution, and compliance. Costs related to maintenance, ordinary repairs, and certain other items are expensed. 3M also invests in growth, which adds to capacity, driven by new products, both through expansion of current facilities and new facilities. Finally, 3M also invests in other initiatives, such as information technology (IT), laboratory facilities, and a continued focus on investments in sustainability. ​ Refer to Note 3 for information on acquisitions and divestitures. The Company is actively considering additional acquisitions, investments and strategic alliances, and from time to time may also divest certain businesses. Acquisitions, net of cash acquired, in the first six months of 2019 primarily includes the purchase of M*Modal. Acquisitions, net of cash acquired, in the first six months of 2020 primarily relate to the payment made for contingent consideration in regards to the Acelity acquisition. Proceeds from sale of businesses in 2019 primarily relate to the sale of certain oral care technology comprising a business. Proceeds from sale of businesses in 2020 primarily relate to the sales of the Company’s advanced ballistic-protection business and its drug delivery business. ​ 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. In the first six months of 2020 these included the maturity of the held-to-maturity debt security that was entered into to satisfy the redemption of the Third Lien Notes (which matured in May 2020). Refer to Note 9 for more details about 3M’s diversified marketable securities portfolio. Purchases of investments include additional survivor benefit insurance, plus investments in equity securities. ​ Cash Flows from Financing Activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ ​ June 30, ​ (Millions) ​ 2020 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in short-term debt — net ​ $ (132) ​ $ (441) ​ Repayment of debt (maturities greater than 90 days) ​ (1,146) ​ (871) ​ Proceeds from debt (maturities greater than 90 days) ​ 1,745 ​ 2,265 ​ Total cash change in debt ​ $ 467 ​ $ 953 ​ Purchases of treasury stock ​ (366) ​ (1,101) ​ Proceeds from issuances of treasury stock pursuant to stock option and benefit plans ​ 236 ​ 365 ​ Dividends paid to shareholders ​ (1,693) ​ (1,660) ​ Other — net ​ (45) ​ (34) ​ Net cash provided by (used in) financing activities ​ $ (1,401) ​ $ (1,477) ​ ​ Total debt was approximately $20.8 billion at June 30, 2020 and $20.3 billion at December 31, 2019. Increases in debt related to the March 2020 issuance of $1.75 billion in registered notes. Repayment of debt primarily consists of the aggregate $445 million principal amount of Third Lien Notes and the 650 million euros aggregate principal amount of floating-rate medium-term notes that matured in May 2020. Outstanding commercial paper was zero at June 30, 2020, as compared to $150 million at December 31, 2019. Net commercial paper issuances in addition to repayments and borrowings by international subsidiaries are largely reflected in “Change in short-term debt – net” in the preceding table. 3M’s primary short-term liquidity needs are met through cash on hand and U.S. commercial paper issuances. ​ Repurchases of common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes. In November 2018, 3M’s Board of Directors replaced the Company’s February 2016 repurchase program with a new repurchase program. This new program authorizes the repurchase of up to $10 billion of 3M’s outstanding common stock, with no pre-established end date. In the first six months of 2020, the Company purchased $366 million of its own stock prior to 3M’s suspension of its share repurchase program in late March. 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. ​ 79 Table of Contents 3M has paid dividends each year since 1916. In February 2020, 3M’s Board of Directors declared a first-quarter 2020 dividend of $1.47 per share, an increase of 2 percent. This is equivalent to an annual dividend of $5.88 per share and marked the 62 nd consecutive year of dividend increases. In May 2020, 3M’s Board of Directors declared a second-quarter 2020 dividend of $1.47 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 cash overdraft balances, and principal payments for finance leases. ​ Free Cash Flow (non-GAAP measure): ​ Free cash flow and free cash flow conversion are not defined under U.S. generally accepted accounting principles (GAAP). Therefore, they should not be considered a substitute for income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. The Company defines free cash flow as net cash provided by operating activities less purchases of property, plant and equipment. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The Company defines free cash flow conversion as free cash flow divided by net income attributable to 3M. The Company believes free cash flow and free cash flow conversion are meaningful to investors as they are useful measures of performance and the Company uses these measures as an indication of the strength of the company and its ability to generate cash. The first quarter of each year is typically 3M’s seasonal low for free cash flow and free cash flow conversion. In the table below details the components of free cash flow for the six months ended June 30, 2020 and 2019. ​ In the first six months of 2020 and 2019, free cash flow conversion was impacted by cost saving actions taken in response to COVID-19, significant litigation-related charges and timing of associated payments, and deferral of income tax payments into the third quarter of 2020. Refer to the preceding “Cash Flows from Operating Activities” section for discussion of additional items that impacted operating cash flow. Refer to the proceeding “Cash Flows from Investing Activities” section for discussion on capital spending for property, plant and equipment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended ​ ​ ​ ​ ​ ​ June 30, ​ (Millions) ​ ​ ​ ​ 2020 2019 ​ Major GAAP Cash Flow Categories ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ​ ​ ​ ​ $ 3,118 ​ $ 2,710 ​ Net cash provided by (used in) investing activities ​ ​ ​ ​ ​ 202 ​ ​ (1,235) ​ Net cash provided by (used in) financing activities ​ ​ ​ ​ ​ (1,401) ​ ​ (1,477) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Free Cash Flow (non-GAAP measure) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ​ ​ ​ ​ $ 3,118 ​ $ 2,710 ​ Purchases of property, plant and equipment (PP&E) ​ ​ ​ ​ (711) ​ (812) ​ Free cash flow ​ ​ ​ ​ $ 2,407 ​ $ 1,898 ​ Net income attributable to 3M ​ ​ ​ ​ $ 2,582 ​ $ 2,018 ​ Free cash flow conversion ​ ​ ​ ​ 93 % 94 % ​ ​ 80 Table of Contents CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS ​ This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may also make forward-looking statements in other reports filed with the Securities and Exchange Commission, in materials delivered to shareholders and in press releases. In addition, the Company’s representatives may from time to time make oral forward-looking statements. ​ Forward-looking statements relate to future events and typically address the Company’s expected future business and financial performance. Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could,” “forecast” and other words and terms of similar meaning, typically identify such forward-looking statements. In particular, these include, among others, statements relating to: ● worldwide economic, political, regulatory, capital markets and other external conditions, such as interest rates, foreign currency exchange rates, financial conditions of our suppliers and customers, trade restrictions such as tariffs in addition to retaliatory counter measures, and natural and other disasters or climate change affecting the operations of the Company or our suppliers and customers, ● risks related to public health crises such as the global pandemic associated with the coronavirus (COVID-19), ● liabilities related to certain fluorochemicals and the outcome of contingencies, such as legal and regulatory proceedings, ● the Company’s strategy for growth, future revenues, earnings, cash flow, uses of cash and other measures of financial performance, and market position, ● competitive conditions and customer preferences, ● foreign currency exchange rates and fluctuations in those rates, ● new business opportunities, product development, and future performance or results of current or anticipated products, ● fluctuations in the costs and availability of purchased components, compounds, raw materials and energy, ● Information technology systems including ERP system roll-out and implementations, ● Security breaches and other disruptions to information technology infrastructure, ● the scope, nature or impact of acquisition, strategic alliance and divestiture activities, ● Operational execution, including inability to generate productivity improvements as estimated, ● future levels of indebtedness, common stock repurchases and capital spending, ● future availability of and access to credit markets, ● pension and postretirement obligation assumptions and future contributions, ● asset impairments, ● tax liabilities, and ● the effects of changes in tax (including the Tax Cuts and Jobs Act), environmental and other laws and regulations in the United States and other countries in which we operate. ​ The Company assumes no obligation to update or revise any forward-looking statements. ​ Forward-looking statements are based on certain assumptions and expectations of future events and trends that are subject to risks and uncertainties. Actual future results and trends may differ materially from historical results or those reflected in any such forward-looking statements depending on a variety of factors. Important information as to these factors can be found in this document, including, among others, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings of “Overview,” “Financial Condition and Liquidity” and annually in “Critical Accounting Estimates.” Discussion of these factors is incorporated by reference from Part II, Item 1A, “Risk Factors,” of this document, and should be considered an integral part of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 10-K, 10-Q and 8-K filed with the SEC from time to time. ​