MMM 10-K Annual Report Dec. 31, 2024 | Alphaminr

MMM 10-K Fiscal year ended Dec. 31, 2024

3M CO
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1. Significant Accounting PoliciesprintNote 2. Discontinued OperationsprintNote 3. RevenueprintNote 4. DivestituresprintNote 5. Goodwill and Intangible AssetsprintNote 6. Restructuring ActionsprintNote 7. Supplemental Income (loss) Statement InformationprintNote 8. Supplemental Balance Sheet InformationprintNote 9. Supplemental Equity and Comprehensive Income (loss) InformationprintNote 10. Supplemental Cash Flow InformationprintNote 11. Income TaxesprintNote 12. Earnings (loss) Per ShareprintNote 13. Marketable SecuritiesprintNote 14. Long-term Debt and Short-term BorrowingsprintNote 15. Pension and Postretirement Benefit PlansprintNote 16. Supplier Finance Program ObligationsprintNote 17. DerivativesprintNote 18. Fair Value MeasurementsprintNote 19. Commitments and ContingenciesprintNote 20. LeasesprintNote 21. Stock-based CompensationprintNote 22. Business Segments and Geographic InformationprintNote 23. Quarterly Data (unaudited)printItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits, Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

(2.1) Separation and Distribution Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024. (3.1) Certificate of Incorporation, as amended as of December4, 2017, is incorporated by reference from our Form8-K dated December7, 2017. (3.2) Amended and Restated Bylaws, as adopted as of February 7, 2023, are incorporated by reference from our Form8-K dated February 8, 2023. (4.2) First Supplemental Indenture, dated as of July29, 2011, to Indenture dated as of November17, 2000, between 3M and The Bank of New York Mellon Trust Company, N.A., as successor trustee, with respect to 3Ms senior debt securities, is incorporated by reference from our Form10-Q for the quarter ended June30, 2011. (4.3) Description of Securities is incorporated by reference from our Form 10-K for the year ended December 31, 2019. (10.1)* 3M Company 2016 Long-Term Incentive Plan, as amended through May 8, 2023, isincorporated by referenced from our Form 10-K for the year ended December 31, 2023. (10.2)* Form of Stock Option Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016. (10.3)* Form of Stock Appreciation Right Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016. (10.4)* Form of Restricted Stock Unit Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016. (10.5)* Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 1, 2021 is incorporated by reference from our Form 10-K for the year ended December 31, 2020. (10.6)* Form of Stock Issuance Award Agreement for stock issuances on or after January 1, 2019 to Non-Employee Directors under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2018. (10.7)* Form of Deferred Stock Unit Award Agreement for deferred stock units granted on or after January 1, 2019 to Non-Employee Directors under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2018. (10.8)* 3M 2008 Long-Term Incentive Plan (including amendments through February 2, 2016) is incorporated by reference from our Form 10-K for the year ended December 31, 2015. (10.9)* Form of Stock Option Agreement for options granted to Executive Officers under the 3M 2008 Long-Term Incentive Plan, commencing February 9, 2010, is incorporated by reference from our Form 10-K for the year ended December 31, 2009. (10.10)* Form of Stock Option Agreement for U.S. Employees under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2008. (10.11)* Amended and Restated 3M VIP Excess Plan, as amended and restated effective April 1, 2024, is incorporated by reference from our Form 10-Q for the quarter ended March 31, 2024. (10.12)* Amended and Restated 3M Deferred Compensation Excess Plan, as amended and restated effective December 1, 2021, is incorporated by reference from our Form 10-K for the year ended December 31, 2021. (10.13)* 3M Performance Awards Deferred Compensation Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2009. (10.14)* 3M Annual Incentive Plan, as amended through May 8, 2023, is incorporated by referenced from our Form 10-K for the year ended December 31, 2023. (10.15)* 3M Executive Severance Plan, as amended through August 9, 2023, is incorporated by referenced from our Form 10-K for the year ended December 31, 2023. (10.16)* 3M Compensation Plan for Non-Employee Directors, as amended through November 8, 2004, is incorporated by reference from our Form 10-K for the year ended December 31, 2004. (10.17)* Amendment of 3M Compensation Plan for Non-Employee Directors is incorporated by reference from our Form 8-K dated November 14, 2008. (10.18)* Amendment of 3M Compensation Plan for Non-Employee Directors as of August 12, 2013, is incorporated by reference from our Form 10-Q for the quarter ended September 30, 2013. (10.19)* Amendment and Restatement of 3M Compensation Plan for Non-Employee Directors as of January 1, 2019, is incorporated by reference from our Form 10-K for the year ended December 31, 2018. (10.20)* 3M Executive Life Insurance Plan, as amended, is incorporated by reference from our Form 10-K for the year ended December 31, 2017. (10.21)* Amended and Restated 3M Nonqualified Pension Plan I is incorporated by reference from our Form 10-Qfor thequarterendedMarch31, 2024. (10.22)* Amended and Restated 3M Nonqualified Pension Plan II is incorporated by reference from our Form 10-Qfor thequarterendedMarch31, 2024. (10.23)* Amended and Restated 3M Nonqualified Pension Plan III is incorporated by reference from our Form 10-Qfor thequarterendedMarch31, 2024. (10.24) Registration Rights Agreement as of August 4, 2009, between 3M Company and State Street Bank and Trust Company as Independent Fiduciary of the 3M Employee Retirement Income Plan, is incorporated by reference from our Form 8-K dated August 5, 2009. (10.25)* Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 6, 2023 is incorporated by reference from our Form 10-K for the year ended December 31, 2022. (10.26)* Form of Stock Option Award Agreement for stock options granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 6, 2023 is incorporated by reference from our Form 10-K for the year ended December 31, 2022. (10.27)* Form of Restricted Stock Unit Award Agreement for restricted stock unit awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 6, 2023 is incorporated by reference from our Form 10-K for the year ended December 31, 2022. (10.28)* Offer Letter of Employment of William Brown, dated March 8, 2024is incorporated by reference from our Form 10-Q for the quarter endedJune 30, 2024. (10.29)* Offer letter of Employment of Anurag Maheshwari, dated July 26, 2024 is incorporated by reference from our Form 8-K dated August 1, 2024. (10.30) Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated May 11, 2023. (10.31) Amendment No. 1, dated July 7, 2023, to the Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated July 10, 2023. (10.32) Amendment No. 2, dated September 18, 2023, to the Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated September 18, 2023. (10.33) Settlement Agreement (and exhibits), dated as of June 22, 2023, of 3M Company is incorporated by reference from our Form 8-K dated June 22, 2023. (10.34) Settlement Agreements, dated as of August 29, 2023, of 3M Company is incorporated by reference from our Form 8-K dated August 29, 2023. (10.35) Amendment, dated January 26, 2024, to Combat Arms Settlement Agreement dated August 29, 2023, is incorporated by reference from our Form 8-K dated January 29, 2024. (10.36)* Aircraft Time Sharing Agreement, dated as of March 7, 2024, of 3M Company is incorporated by reference from our Form 10-Q for the quarter ended March 31, 2024. (10.37) Transition Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.+ (10.38) Employee Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.+ (10.39) Transition Distribution Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.+^ (10.40) Transition Contract Manufacturing Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.+ (10.41) Stockholders and Registration Rights Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.+ (10.42) Intellectual Property Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.+ (10.43) Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.+ (10.44) Reverse Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.+ (10.45)* Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or afterJanuary 16, 2025isfiled herewith. (19) 3M Company Insider Trading Policies and Procedures. (21) Subsidiaries of the Registrant. (23) Consent of independent registered public accounting firm. (24) Power of attorney. (31.1) Certification of the Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section1350. (31.2) Certification of the Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section1350. (32.1) Certification of the Chief Executive Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section1350. (32.2) Certification of the Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section1350. (95) Mine Safety Disclosures. (97) Recoupment Policy, as adopted on May 9, 2023, is filed herewith.