3M(MMM) - 2025 Q3 - Quarterly Report

PART I. Financial Information This section provides 3M Company's financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures Item 1. Financial Statements This section presents 3M Company's unaudited consolidated financial statements, including income, comprehensive income, balance sheet, cash flows, and detailed notes on accounting policies and other financial components Consolidated Statement of Income This statement details 3M's net sales, operating income, income from continuing operations, net income, and diluted earnings per share for the specified periods | (Millions, except per share amounts) | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net sales | $6,517 | $6,294 | $18,815 | $18,565 | | Operating income | $1,447 | $1,316 | $3,833 | $3,737 | | Income from continuing operations before income taxes | $1,147 | $1,721 | $3,455 | $4,060 | | Net income attributable to 3M | $834 | $1,372 | $2,673 | $3,445 | | Earnings per share — diluted | $1.55 | $2.48 | $4.93 | $6.21 | Consolidated Statement of Comprehensive Income This statement presents 3M's net income and other comprehensive income components, leading to total comprehensive income attributable to 3M | (Millions) | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income attributable to 3M | $834 | $1,372 | $2,673 | $3,445 | | Total other comprehensive income (loss), net of tax | $89 | $342 | $594 | $969 | | Comprehensive income attributable to 3M | $927 | $1,715 | $3,271 | $4,415 | Consolidated Balance Sheet This statement provides a snapshot of 3M's assets, liabilities, and equity as of September 30, 2025, and December 31, 2024 | (Dollars in millions) | September 30, 2025 | December 31, 2024 | | :-------------------- | :----------------- | :---------------- | | Total current assets | $16,089 | $15,884 | | Total assets | $37,611 | $39,868 | | Total current liabilities | $8,733 | $11,256 | | Total liabilities | $32,936 | $35,974 | | Total equity | $4,675 | $3,894 | Consolidated Statement of Cash Flows This statement outlines 3M's cash flows from operating, investing, and financing activities, and the net change in cash and cash equivalents | (Millions) | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $723 | $1 | | Net cash provided by (used in) investing activities | $1,755 | $(2,060) | | Net cash provided by (used in) financing activities | $(3,399) | $2,178 | | Net increase (decrease) in cash and cash equivalents | $(929) | $117 | | Cash and cash equivalents at end of period | $4,671 | $6,050 | Note 1. Significant Accounting Policies This note describes the key accounting principles and policies applied in preparing 3M's interim consolidated financial statements - The interim consolidated financial statements are unaudited and reflect all necessary adjustments for fair presentation, consisting of normal, recurring items, with interim results not necessarily indicative of full-year results[20] - 3M's ownership interest in Solventum was reclassified as a current equity investment in Q3 2025[22] - New accounting standard ASU No 2025-05 (Financial Instruments – Credit Losses) is effective January 1, 2026, and is not expected to have a material impact, while ASU No 2025-06 (Intangibles - Goodwill and Other - Internal-Use Software) is effective January 1, 2028, and its impact is currently being evaluated[24][25] Note 2. Discontinued Operations This note details the separation of 3M's Health Care business (Solventum) and its financial reporting as discontinued operations - On April 1, 2024, 3M completed the separation of its Health Care business (Solventum) through a pro rata distribution of 80.1% of outstanding shares to 3M stockholders, with Solventum now an independent public company and its historical net income and applicable assets/liabilities reported as discontinued operations[26] Net income from discontinued operations, net of taxes (Millions) | Net sales | Nine months ended September 30, 2024 | | :------------------------------------------------- | :----------------------------------- | | Net sales | $1,987 | | Net income from discontinued operations, net of taxes | $164 | - 3M's continuing involvement with Solventum includes net sales under supply agreements and income from transition agreements, reflected in 'Corporate and Other', with transition agreement income for the three and nine months ended September 30, 2025, approximately $30 million and $120 million, respectively[27] Note 3. Revenue This note provides a breakdown of 3M's net sales by business segment and geographic area for the reported periods Net sales by business segment (Millions) | Net sales | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Safety and Industrial Business segment | $2,917 | $2,767 | $8,519 | $8,258 | | Transportation and Electronics Business segment | $2,191 | $2,139 | $6,311 | $6,386 | | Consumer Business segment | $1,312 | $1,299 | $3,706 | $3,702 | | Corporate and Other | $97 | $89 | $279 | $219 | | Total company | $6,517 | $6,294 | $18,815 | $18,565 | Net sales by geographic area (Millions) | Net sales by geographic area | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Americas | $3,582 | $3,484 | $10,271 | $10,114 | | Asia Pacific | $1,834 | $1,783 | $5,338 | $5,272 | | Europe, Middle East and Africa | $1,101 | $1,027 | $3,206 | $3,179 | | Worldwide | $6,517 | $6,294 | $18,815 | $18,565 | Note 4. Divestitures This note outlines 3M's recent divestiture activities, including the sale of its fused silica business and the agreement to sell its precision grinding and finishing business - In June 2025, 3M sold its fused silica business for immaterial proceeds slightly below book value[32] - In September 2025, 3M agreed to sell its precision grinding and finishing business (Safety and Industrial segment), classifying it as held for sale and recording a $161 million pre-tax charge for the excess of carrying value over selling price less cost to sell, with the transaction expected to close in H1 2026[33] Assets and Liabilities held for sale (Millions) | (Millions) | September 30, 2025 | | :--------------------------------- | :----------------- | | Assets held for sale | $44 | | Liabilities held for sale | $(54) | Note 5. Goodwill and Intangible Assets This note provides details on 3M's goodwill allocation by business segment and changes in intangible assets and amortization expense Goodwill by business segment (Millions) | (Millions) | Balance as of Dec 31, 2024 | Translation and other | Balance as of Sep 30, 2025 | | :----------------------------- | :------------------------- | :-------------------- | :------------------------- | | Safety and Industrial | 4,469 | 94 | 4,563 | | Transportation and Electronics | 1,496 | 30 | 1,526 | | Consumer | 258 | 11 | 269 | | Corporate and Other | 58 | — | 58 | | Total company | 6,281 | 135 | 6,416 | - Total intangible assets (net) decreased from $1,210 million at December 31, 2024, to $1,127 million at September 30, 2025, including finite-lived intangible assets (net) of $548 million and indefinite-lived intangible assets of $579 million[37] Amortization expense (Millions) | (Millions) | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :----------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Amortization expense | $26 | $26 | $78 | $80 | Note 6. Restructuring Actions This note describes 3M's restructuring initiatives, including charges related to its transformation program, structural reorganization, and PFAS exit - In Q3 2025, 3M approved initial restructuring actions for its transformation program, incurring $12 million in pre-tax charges, primarily asset-related and included in cost of sales within Corporate and Other[40] - The 2023-2025 structural reorganization actions impacted approximately 7,000 positions worldwide, resulting in a $21 million pre-tax charge in the first nine months of 2025, primarily in selling, general and administrative expenses[41][42] - For the PFAS Exit Restructuring Actions, 3M incurred a pre-tax charge in the first nine months of 2025, impacting approximately 1,200 positions worldwide since 2023, with the accrued balance for employee-related restructuring actions for PFAS exit at $52 million as of September 30, 2025[43][44] Note 7. Supplemental Income Statement Information This note provides additional details on specific income statement items, including interest expense, interest income, pension costs, and changes in Solventum ownership value Supplemental Income Statement Information (Millions) | (Millions) | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Interest expense | $232 | $276 | $724 | $939 | | Interest income | $(46) | $(107) | $(175) | $(360) | | Pension and postretirement net periodic benefit cost (benefit) | $20 | $7 | $71 | $792 | | Solventum ownership - change in value | $94 | $(581) | $(242) | $(1,694) | | Total Other expense (income), net | $300 | $(405) | $378 | $(323) | - The change in Solventum ownership value relates to 3M's retained interest in Solventum Corporation, with an unrealized gain balance of $1.3 billion as of September 30, 2025[45] Note 8. Supplemental Equity and Comprehensive Income Information This note details changes in 3M's shareholders' equity and accumulated other comprehensive income, including dividends, stock repurchases, and other adjustments - Cash dividends declared and paid were $0.73 per share for each of the first, second, and third quarters of 2025, totaling $2.19 per share for the first nine months of 2025, compared to $2.91 per share for the same period in 2024[46] Total 3M Company shareholders' equity (Millions) | (Millions) | Balance at Dec 31, 2024 | Net income | Other comprehensive income (loss), net of tax | Dividends declared | Reacquired stock | Issuances pursuant to stock option and benefit plans | Balance at Sep 30, 2025 | | :--------------------------------- | :---------------------- | :--------- | :-------------------------------------------- | :----------------- | :--------------- | :--------------------------------------------------- | :---------------------- | | Total 3M Company shareholders' equity | $3,842 | $2,673 | $598 | $(1,175) | $(2,694) | $1,219 | $4,628 | - Accumulated other comprehensive income (loss) attributable to 3M (AOCI) improved from $(5,731) million at December 31, 2024, to $(5,122) million at September 30, 2025, primarily due to positive changes in cumulative translation adjustment and defined benefit pension and postretirement plans adjustment[46][47] Note 9. Income Taxes This note explains 3M's effective tax rates and deferred tax assets, highlighting factors influencing tax rate changes Effective tax rate (Percent of pre-tax income) | (Percent of pre-tax income) | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :-------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Effective tax rate | 26.8 % | 20.3 % | 23.7 % | 19.0 % | - The effective tax rate increased for both the three and nine months ended September 30, 2025, compared to 2024, primarily due to the tax impacts of 3M's retained ownership interest in Solventum, Pillar Two Model Rules, and loss on business divestiture, partially offset by net costs of significant litigation[48] Net deferred tax assets (Billions) | (Billions) | September 30, 2025 | December 31, 2024 | | :---------------------- | :----------------- | :---------------- | | Net deferred tax assets | $3.6 | $3.8 | Note 10. Earnings Per Share This note presents 3M's basic and diluted earnings per share from continuing operations and total, along with weighted average shares outstanding Earnings Per Share (Amounts in millions, except per share amounts) | (Amounts in millions, except per share amounts) | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :---------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Earnings per share from continuing operations — basic | $1.56 | $2.49 | $4.97 | $5.93 | | Earnings per share — basic | $1.56 | $2.49 | $4.97 | $6.23 | | Earnings per share from continuing operations — diluted | $1.55 | $2.48 | $4.93 | $5.92 | | Earnings per share — diluted | $1.55 | $2.48 | $4.93 | $6.21 | | Weighted average 3M common shares outstanding — diluted | 538.1 | 552.7 | 542.1 | 554.5 | - The difference between basic and diluted EPS is due to dilution from stock-based compensation plans, with the average number of antidilutive shares being 11.5 million for Q3 2025 and 14.7 million for 9M 2025[50][51] Note 11. Marketable Securities This note provides a breakdown of 3M's marketable securities portfolio by type and contractual maturity Marketable Securities (Millions) | (Millions) | September 30, 2025 | December 31, 2024 | | :--------------------------------- | :----------------- | :---------------- | | Current marketable securities | $517 | $2,128 | | Non-current marketable securities | $16 | $16 | | Total marketable securities | $533 | $2,144 | - The marketable securities portfolio includes asset-backed securities, foreign corporate debt, U.S. government securities, corporate debt securities, commercial paper, certificates of deposit/time deposits, U.S. treasury securities, and U.S. municipal securities[54] Contractual Maturity of Marketable Securities (Millions) | Contractual Maturity | September 30, 2025 (Millions) | | :---------------------------- | :---------------------------- | | Due in one year or less | $402 | | Due after one year through five years | $131 | | Total marketable securities | $533 | Note 12. Long-Term Debt and Short-Term Borrowings This note details 3M's debt activities, including commercial paper, repayments of unsecured notes, new debt issuances, and interest rate swap terminations - 3M had no commercial paper outstanding at September 30, 2025, and December 31, 2024[58] - In Q3 and 9M 2025, 3M repaid $0.6 billion and $1.8 billion, respectively, in aggregate principal amount of primarily fixed-rate unsecured notes[58] - In Q1 2025, 3M issued $1.1 billion aggregate principal amount of fixed-rate unsecured notes, comprising $550 million of 5-year notes (4.80% coupon) and $550 million of 10-year notes (5.15% coupon)[59] - During Q3 2025, 3M terminated half of its fixed-to-floating interest rate swaps, returning $400 million of notes due in 2049 to fixed-rate debt, resulting in a $25 million cumulative basis adjustment amortized as interest expense[60] Note 13. Pension and Postretirement Benefit Plans This note outlines the impact of the Solventum separation on 3M's pension and postretirement benefit plans, including benefit obligations, plan assets, and net periodic benefit costs - Effective April 1, 2024, approximately $2.7 billion of benefit obligations and $2.4 billion of plan assets for certain pension and postretirement benefit plans were transferred to Solventum as part of the discontinued operations[63] Net periodic benefit cost (benefit) - continuing operations (Millions) | Net periodic benefit cost (benefit) | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Total net periodic benefit cost (benefit) - continuing operations | $183 | $951 | $183 | $951 | - In Q3 2025, 3M modified its U.S. postretirement health care plan, decreasing the non-current liability for pension and postretirement benefits by approximately $110 million[64] - For the nine months ended September 30, 2025, contributions to U.S. and international pension plans totaled $89 million, and $10 million to postretirement plans[63] Note 14. Supplier Finance Program Obligations This note discloses 3M's outstanding balances of confirmed invoices within its supplier finance programs - 3M's outstanding balances of confirmed invoices in supplier finance programs were approximately $0.3 billion as of September 30, 2025, and December 31, 2024, included within accounts payable[68] Note 15. Derivatives This note describes 3M's use of derivative instruments to manage foreign exchange and interest rate risks, and their impact on financial statements - 3M uses interest rate swaps, cross-currency swaps, and forward/option contracts to manage foreign exchange rate and interest rate fluctuations[69] - As of September 30, 2025, the Company had a balance of $106 million associated with the after-tax net unrealized loss from cash flow hedging instruments in AOCI, with approximately $22 million of this expected to be reclassified over the next 12 months[71] - During 2025, 3M expanded its net investment hedge activity by entering into cross-currency swaps with a gross notional value of $1.1 billion[75] Total derivative instruments (Millions) | (Millions) | September 30, 2025 | December 31, 2024 | | :---------------------------------------- | :----------------- | :---------------- | | Total derivative instruments (Fair Value Assets) | $145 | $142 | | Total derivative instruments (Fair Value Liabilities) | $338 | $165 | Note 16. Fair Value Measurements This note explains 3M's fair value measurement methodologies for assets and liabilities, including marketable securities and assets held for sale - 3M measures material assets and liabilities at fair value on a recurring basis, categorizing them into Level 1, Level 2, or Level 3 inputs, with available-for-sale marketable securities and Solventum common stock as key assets measured[85][86] - In Q3 2025, 3M's precision grinding and finishing business was classified as held for sale and written down to its fair value less costs to sell, determined by the underlying sale agreement terms[88] Long-term debt fair value (Millions) | (Millions) | September 30, 2025 (Carrying Value) | September 30, 2025 (Fair Value) | December 31, 2024 (Carrying Value) | December 31, 2024 (Fair Value) | | :-------------------------------- | :---------------------------------- | :------------------------------ | :--------------------------------- | :----------------------------- | | Long-term debt, excluding current portion | $11,854 | $10,844 | $11,125 | $9,856 | Note 17. Commitments and Contingencies This note details 3M's involvement in various legal proceedings, environmental matters, and other contingencies, and the associated financial implications Legal Proceedings Overview This section provides a general overview of 3M's legal proceedings, including the types of claims and the company's accounting for potential losses - 3M is involved in numerous claims, lawsuits, and regulatory proceedings globally, covering commercial, product liability, securities, antitrust, intellectual property, environmental, health and safety, tax, employment, FCPA, and other matters[90] - The Company records liabilities for legal proceedings when a loss is probable and reasonably estimable, disclosing possible losses or ranges when estimable, or stating when an estimate cannot be made[92] - Assessments involve complex judgments about future events, and outcomes are difficult to predict, with potential for charges substantially exceeding recorded liabilities[91][93] Respirator Mask/Asbestos Litigation This section details 3M's involvement in respirator mask and asbestos-related lawsuits, including accruals and ongoing legal actions - As of September 30, 2025, 3M is a defendant in approximately 3,600 individual respirator mask/asbestos lawsuits, an increase from 3,500 at December 31, 2024[97] - The Company increased its accruals for respirator mask/asbestos liabilities by $28 million in the first nine months of 2025, making payments of $80 million, with the accrual as of September 30, 2025, at $471 million, covering future claims until approximately 2050[106] - Aearo Technologies, a 3M subsidiary, had accruals of $53 million for product liabilities and defense costs related to current and future Aearo-related asbestos, silica-related, and coal mine dust claims as of September 30, 2025[108] - The State of West Virginia's lawsuit against 3M regarding 8710 respirators is ongoing, with a bench trial expected to resume in November 2025, and no liability has been recorded as it's not probable and reasonably estimable[101][102][103] Environmental Matters and Litigation (PFAS) This section covers 3M's PFAS exit strategy, accelerating regulatory activities, and significant litigation, including the PWS and New Jersey settlements - 3M is progressing towards exiting all PFAS manufacturing by the end of 2025 and discontinuing PFAS use across its product portfolio by the same deadline, involving discussions with stakeholders and managing asset disposition[114][115] - Regulatory and legislative activities concerning PFAS are accelerating globally, with increasingly stringent restrictions and lower limits for PFAS in emissions and environmental media, potentially leading to material compliance costs and litigation exposure for 3M[117] - In April 2024, EPA announced final drinking water standards for five individual PFAS and a combination of others, and in May 2025, EPA rescinded and reconsidered standards for PFHxS, PFNA, HFPO-DA, and the hazard index standard, while maintaining PFOA and PFOS standards[156] - In April 2024, EPA listed PFOA and PFOS as CERCLA hazardous substances, which may require 3M to undertake additional investigative/remediation activities and face contribution claims[157][158] - 3M Belgium entered into a Remediation Agreement with the Flemish Government in July 2022, committing €571 million for site discharge control, farmer support, soil investigation, and remedial actions related to PFAS contamination at the Zwijndrecht facility[128] - In May 2025, 3M agreed to a proposed Judicial Consent Order (New Jersey Settlement) to pay the State up to $450 million to resolve broader statewide PFAS claims, with a pre-tax charge of $281 million recorded in Q2 2025[175][176] - As of September 30, 2025, there are over 13,900 cases related to AFFF pending in a consolidated multi-district litigation (MDL) in federal court in South Carolina, with claims from individuals, public water systems, and state/territorial sovereigns[188] - In June 2023, 3M entered into a class-action settlement (PWS Settlement) to resolve drinking water claims by public water suppliers in the U.S., approved in March 2024, with 3M paying $10.5 billion to $12.5 billion from 2024 through 2036[192][194] - The first bellwether personal injury trial in the AFFF MDL, initially set for October 2025, was vacated in August 2025, with the court continuing to encourage settlement discussions[195] Environmental Liabilities This section details 3M's recorded liabilities for PFAS-related and other environmental remediation costs, and the challenges in estimating these expenses - In the first nine months of 2025, 3M increased its accrual for PFAS-related other environmental liabilities by approximately $0.7 billion, primarily due to the New Jersey Settlement and interest accretion on the PWS Settlement, and made related payments of $1.8 billion[274] - As of September 30, 2025, 3M had recorded liabilities of $7.5 billion for 'other environmental liabilities' ($0.7 billion current, $6.8 billion long-term) and $39 million for non-PFAS related 'environmental remediation' costs[274][275] - Estimating environmental costs is difficult due to uncertainties in laws, contamination extent, and cleanup methods, and for ongoing remediation, 3M cannot estimate possible losses exceeding established accruals[276] Other Regulatory Matters This section discusses other regulatory issues, including a settlement with OSHA/DOL and a grand jury subpoena related to facility operations - In September 2024, 3M settled with OSHA and DOL regarding a May 2023 employee fatality at its Prairie du Chien, Wisconsin facility, involving an immaterial payment and no finding of willful safety violations[277] - 3M received a grand jury subpoena from the U.S. Attorney's Office for the Western District of Wisconsin in October 2024, seeking records related to the Prairie du Chien facility and other 3M facilities, to which the Company is cooperating[277] Product Liability Litigation (Combat Arms Earplugs) This section outlines the Combat Arms Earplugs (CAE) Settlement, claimant participation, and associated accruals and payments - In August 2023, 3M and Aearo Entities entered into the CAE Settlement to resolve litigation and claims related to Combat Arms Earplugs, with 3M contributing up to $6.0 billion between 2023 and 2029[279][280] - As of the final registration date (March 26, 2024), over 99% of claimants were participating in the CAE Settlement or dismissed, with payments beginning after the 98% participation threshold was met[282] - In the first nine months of 2025, 3M increased its CAE accrual by approximately $0.2 billion, primarily for interest accretion, and made related payments of approximately $1.4 billion, with the accrued liability as of September 30, 2025, at $2.5 billion[283] Insurance Recoveries This section details 3M's efforts to pursue insurance recoveries for various litigations and the financial benefits recorded - 3M is actively pursuing insurance recoveries for respirator mask/asbestos, CAE, and PFAS-related litigation, with $182 million in insurance recovery benefits recorded in Q3 2025, totaling $267 million for the first nine months of 2025[285] - Insurance recoveries related to CAE litigation are provided to the Qualified Settlement Fund, and 3M's aggregate liabilities are unlikely to be fully covered by applicable insurance[285] Note 18. Stock-Based Compensation This note explains 3M's stock-based compensation plans, the impact of the Solventum separation, and related expenses and tax benefits - 3M's annual stock option, restricted stock unit, and performance share grants are typically made in Q1, linking performance to compensation, with higher expense often recognized in Q1 due to retiree-eligible employees[286] - The Solventum separation in April 2024 resulted in outstanding stock-based compensation awards for Solventum employees converting to Solventum awards and being cancelled from 3M plans, with adjustments for remaining 3M employees not resulting in material compensation cost[288] Stock-based compensation expenses (Millions) | (Millions) | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Stock-based compensation expenses | $53 | $41 | $182 | $221 | | Income tax benefits | $(10) | $(5) | $(19) | $(19) | | Stock-based compensation expenses (benefits), net of tax | $43 | $36 | $163 | $202 | Note 19. Business Segments This note provides financial information for 3M's continuing business segments: Safety and Industrial, Transportation and Electronics, and Consumer - 3M manages its continuing operations in three business segments: Safety and Industrial; Transportation and Electronics; and Consumer, with the Health Care business (Solventum) separated on April 1, 2024[291] Net sales by business segment (Millions) | Net sales | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Safety and Industrial | $2,917 | $2,767 | $8,519 | $8,258 | | Transportation and Electronics | $2,191 | $2,139 | $6,311 | $6,386 | | Consumer | $1,312 | $1,299 | $3,706 | $3,702 | | Total reportable business segment net sales | $6,420 | $6,205 | $18,536 | $18,346 | | Corporate and Other | $97 | $89 | $279 | $219 | | Total company | $6,517 | $6,294 | $18,815 | $18,565 | Operating income by business segment (Millions) | Operating income | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Safety and Industrial | $754 | $650 | $2,171 | $1,919 | | Transportation and Electronics | $482 | $436 | $1,296 | $1,345 | | Consumer | $291 | $263 | $778 | $698 | | Total reportable business segment operating income | $1,527 | $1,349 | $4,245 | $3,962 | | Corporate and Other | $(80) | $(33) | $(412) | $(225) | | Total company operating income | $1,447 | $1,316 | $3,833 | $3,737 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on 3M's financial condition and results of operations, covering an overview of financial highlights, detailed analysis of operating results, performance by business segment, and a discussion of financial condition and liquidity Overview This section provides an executive summary of 3M's financial performance, highlighting key GAAP and adjusted metrics and the impact of special items - 3M is a diversified global manufacturer, technology innovator, and marketer, with the Health Care business (Solventum) separated on April 1, 2024, and reported as discontinued operations[297][298] Financial Highlights | Financial Highlights | Three months ended Sep 30, 2025 (GAAP) | Three months ended Sep 30, 2025 (Adjusted) | Nine months ended Sep 30, 2025 (GAAP) | Nine months ended Sep 30, 2025 (Adjusted) | | :------------------------------- | :------------------------------------- | :----------------------------------------- | :------------------------------------ | :---------------------------------------- | | Net sales (Millions) | $6,517 | $6,318 | $18,815 | $18,256 | | Total sales change (%) | 3.5 % | 4.1 % | 1.3 % | 2.4 % | | Organic sales change (%) | 2.6 % | 3.2 % | 1.0 % | 2.1 % | | Operating income margin (%) | 22.2 % | 24.7 % | 20.4 % | 24.2 % | | YoY change in operating income margin (ppts) | 1.3 | 1.7 | 0.3 | 2.2 | | Earning per diluted share (EPS) ($) | $1.55 | $2.19 | $4.93 | $6.23 | | YoY change in EPS (%) | (38)% | 10 % | (17)% | 11 % | - GAAP operating margins and EPS were negatively affected by special items, including net costs for significant litigation (PFAS-related New Jersey Settlement, insurance recoveries), divestiture charges, and changes in Solventum ownership value, while adjusted figures show benefits from growth, productivity, and lower restructuring costs[300][303] Results of Operations This section analyzes 3M's net sales changes by geography and the trends in operating expenses, including cost of sales, SG&A, and R&D Components of net sales change (Q3 2025) | Components of net sales change (Q3 2025) | Americas | Asia Pacific | EMEA | Worldwide | | :--------------------------------------- | :------- | :----------- | :--- | :-------- | | Organic sales | 2.9 % | 2.9 % | 1.3 % | 2.6 % | | Divestitures | (0.1)% | — | — | (0.1)% |\ | Translation | 0.1 % | (0.1)% | 5.9 % | 1.0 % | | Total sales change | 2.9 % | 2.8 % | 7.2 % | 3.5 % | Operating Expenses (Percent of net sales) | Operating Expenses (Percent of net sales) | 2025 (Q3) | 2024 (Q3) | Change (Q3) | 2025 (9M) | 2024 (9M) | Change (9M) | | :---------------------------------------- | :-------- | :-------- | :---------- | :-------- | :-------- | :---------- | | Cost of sales | 58.2 % | 57.9 % | 0.3 % | 58.0 % | 57.7 % | 0.3 % | | Selling, general and administrative expenses (SG&A) | 12.5 % | 16.9 % | (4.4)% | 16.1 % | 17.9 % | (1.8)% | | Research, development and related expenses (R&D) | 4.6 % | 4.3 % | 0.3 % | 4.6 % | 4.3 % | 0.3 % | | Loss on business divestitures | 2.5 % | — | 2.5 % | 0.9 % | — | 0.9 % | | Operating income margin | 22.2 % | 20.9 % | 1.3 % | 20.4 % | 20.1 % | 0.3 % | - Cost of sales increased as a percent of sales due to foreign currency impacts, tariffs, and the exit of manufactured PFAS products, partially offset by procurement and logistics savings[310] - SG&A decreased as a percent of sales due to insurance recoveries and lower restructuring charges, partially offset by net costs for significant litigation (New Jersey Settlement)[311] - Other expense (income), net, increased in Q3 2025 due to lower interest income and decreased in 9M 2025 due to a $795 million pension settlement charge in Q2 2024, with Solventum ownership change in value decreasing by $675 million in Q3 2025 and $1,452 million in 9M 2025[314] Pre-tax amounts (Millions) | Pre-tax amounts | Three months ended Sep 30, 2025 | Three months ended Sep 30, 2024 | Nine months ended Sep 30, 2025 | Nine months ended Sep 30, 2024 | | :--------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Stock compensation expense | $53 | $41 | $182 | $221 | | Defined benefit pension and postretirement benefit expense | $63 | $55 | $198 | $940 | Performance by Business Segment This section details the financial performance of 3M's Safety and Industrial, Transportation and Electronics, and Consumer business segments Safety and Industrial Business | Safety and Industrial Business | Three months ended Sep 30, 2025 | Nine months ended Sep 30, 2025 | | :----------------------------- | :------------------------------ | :----------------------------- | | Sales (Millions) | $2,917 | $8,519 | | Organic sales change (%) | 4.1 % | 3.1 % | | Total sales change (%) | 5.4 % | 3.2 % | | Operating income (Millions) | $754 | $2,171 | | Operating income % of sales | 25.9 % | 25.5 % | - Safety and Industrial sales increased due to strength in electrical markets, industrial adhesives and tapes, personal safety, abrasives, and industrial specialties, partially offset by softness in automotive aftermarket and roofing granules[323][326] - Operating income margins for Safety and Industrial increased year-over-year driven by growth, productivity, and lower restructuring costs[327] Transportation and Electronics Business | Transportation and Electronics Business | Three months ended Sep 30, 2025 | Nine months ended Sep 30, 2025 | | :-------------------------------------- | :------------------------------ | :----------------------------- | | Sales (Millions) | $2,191 | $6,311 | | Organic sales change (%) | 1.8 % | (1.2)% | | Total sales change (%) | 2.4 % | (1.2)% | | Operating income (Millions) | $482 | $1,296 | | Operating income % of sales | 22.0 % | 20.5 % | - Transportation and Electronics sales increased in Q3 2025 due to commercial branding and transportation, electronics, and automotive and aerospace, but decreased in 9M 2025 due to headwinds from PFAS manufactured products, automotive OEM, and commercial vehicles[329][331] - Operating income margins for Transportation and Electronics increased in Q3 but decreased in 9M year-over-year[333][334] Consumer Business | Consumer Business | Three months ended Sep 30, 2025 | Nine months ended Sep 30, 2025 | | :-------------------------- | :------------------------------ | :----------------------------- | | Sales (Millions) | $1,312 | $3,706 | | Organic sales change (%) | 0.3 % | 0.3 % | | Total sales change (%) | 0.9 % | 0.1 % | | Operating income (Millions) | $291 | $778 | | Operating income % of sales | 22.2 % | 21.0 % | - Consumer sales increased organically in both Q3 and 9M 2025, driven by demand for Filtrete™ filters, Scotch™ tape, and Meguiar's® products, supported by new product launches and increased investment, partially offset by soft consumer discretionary spending[336] - Operating income margins for Consumer increased year-over-year for both periods[339] Financial Condition and Liquidity This section discusses 3M's liquidity, debt levels, cash flow activities, working capital, capital expenditures, share repurchases, and dividend payments - 3M maintains a strong liquidity profile, relying on cash on hand and U.S. commercial paper issuances for short-term needs, with no commercial paper outstanding at September 30, 2025, and December 31, 2024[353] - Total debt decreased from $13,044 million at December 31, 2024, to $12,603 million at September 30, 2025, due to $1.8 billion in debt maturities, partially offset by $1.1 billion in new debt issuance and foreign currency remeasurement[355][364] Cash, cash equivalents and marketable securities (Billions) | (Billions) | September 30, 2025 | December 31, 2024 | | :---------------------------------------- | :----------------- | :---------------- | | Foreign subsidiaries (Cash, cash equivalents and marketable securities) | $3.5 | $3.5 | | United States (Cash, cash equivalents and marketable securities) | $1.7 | $4.2 | | Total cash, cash equivalents and marketable securities | $5.2 | $7.7 | - The decrease in cash, cash equivalents, and marketable securities was primarily due to $3.2 billion in payments for PFAS-related environmental liabilities and CAE legal settlement, $2.7 billion in treasury stock purchases, $1.8 billion in debt maturities, and $1.2 billion in dividend payments[361] Net debt (non-GAAP measure) (Millions) | (Millions) | September 30, 2025 | December 31, 2024 | Change | | :--------------------------------- | :----------------- | :---------------- | :----- | | Net debt (non-GAAP measure) | $7,399 | $5,300 | $2,099 | - Working capital increased by $2,728 million from December 31, 2024, to $7,356 million at September 30, 2025, primarily due to lower current liabilities related to litigation settlements and reduced short-term debt, and increased current assets from Solventum equity classification, accounts receivable, and inventories[366][367] - Cash flows from operating activities increased by $0.7 billion in the first nine months of 2025, driven by lower payments for PFAS-related environmental liabilities and the CAE legal settlement[370] - 3M invested $0.7 billion in property, plant, and equipment (PP&E) in the first nine months of 2025, with expected capital spending of approximately $0.9 billion for the full year 2025[371] - In February 2025, 3M's Board authorized a new share repurchase program of up to $7.5 billion, with the Company purchasing $2.7 billion of its stock in the first nine months of 2025, and $5.2 billion remaining under authorization[375] - 3M declared a quarterly dividend of $0.73 per share for Q1, Q2, and Q3 2025, an increase of 4% for Q1[376] Item 3. Quantitative and Qualitative Disclosures About Market Risk 3M is exposed to market risk from adverse changes in foreign currency exchange rates, interest rates, and commodity prices, with no material changes reported - 3M is exposed to market risk from adverse changes in foreign currency exchange rates, interest rates, and commodity prices[384] - There have been no material changes in market risk information from the end of the preceding year until September 30, 2025[384] Item 4. Controls and Procedures Management concluded 3M's disclosure controls were effective as of September 30, 2025, with no material changes in internal control over financial reporting - The CEO and CFO concluded that 3M's disclosure controls and procedures were effective as of September 30, 2025[385] - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[386] - Ongoing implementations of new business systems, including an ERP system, are expected to improve efficiency and may affect internal control processes, requiring testing for effectiveness[387] PART II. Other Information This section provides additional information on 3M, including legal proceedings, risk factors, equity security sales, and other regulatory disclosures Item 1. Legal Proceedings This section incorporates by reference the detailed discussion of legal matters from Note 17, 'Commitments and Contingencies,' in Part I, Item 1 of this document - Discussion of legal matters is incorporated by reference from Part I, Item 1, Note 17, 'Commitments and Contingencies'[389] Item 1A. Risk Factors This section outlines the most important risk factors applicable to 3M, including those related to global economic and external conditions, legal and regulatory proceedings, business operations, financial markets, and the Solventum spin-off - 3M's results are impacted by worldwide economic, political, regulatory, international trade, geopolitical, and other external conditions, including inflation, recession, military conflicts, and trade restrictions[390][391] - The Company faces significant liabilities related to PFAS, including regulatory actions, litigation, and costs associated with its plan to exit PFAS manufacturing by the end of 2025, with the PWS Settlement (up to $12.5 billion) and other PFAS-related matters posing material financial risks[394][397][401][402] - 3M is subject to risks from international, federal, state, and local laws and regulations, including product liability, antitrust, environmental, and anti-bribery laws, where non-compliance or adverse outcomes in legal proceedings could materially affect reputation, strategy, and financial results[403][404][408] - The CAE Settlement, involving up to $6.0 billion from 2023-2029, is intended to resolve earplug litigation, but risks include future claims from non-participating plaintiffs, appeals, and new litigation[422] - Risks related to the Solventum spin-off include unrealized benefits, higher-than-anticipated costs/dis-synergies, impacts on relationships, challenges in finding alternative goods/services, and potential tax liabilities if the transaction is deemed taxable[423][424][425][426][427] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details 3M's new $7.5 billion share repurchase program authorized in February 2025 and the shares purchased year-to-date - In February 2025, 3M's Board of Directors replaced the Company's 2018 repurchase program with a new program authorizing up to $7.5 billion of common stock repurchases, with no pre-established end date[428] Share Repurchase Program Summary | Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (Millions) | | :------------------------- | :------------------------------- | :--------------------------- | :---------------------------------------------------------------------------------------------------- | | January 1 - September 30, 2025 | 18,041,608 | $145.55 | $5,185 | Item 3. Defaults Upon Senior Securities No matters require disclosure under this item - No matters require disclosure under Defaults Upon Senior Securities[430] Item 4. Mine Safety Disclosures Information concerning mine safety violations or other regulatory matters is included in Exhibit 95 to this quarterly report - Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act is included in Exhibit 95[431] Item 5. Other Information No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended September 30, 2025 - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended September 30, 2025[432] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO and Inline XBRL documents - Exhibits filed include certifications of the CEO and CFO (Sections 302 and 906 of Sarbanes-Oxley Act), Mine Safety Disclosures (Exhibit 95), and Inline XBRL documents[433]