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. Effective in the first quarter of 2022,
3M made the following changes:

•Changes in measure of segment operating performance used by 3M's chief
operating decision maker-impacting 3M's disclosed measure of segment profit/loss
(business segment operating income). See additional information in Note 16. 3M's
disclosed disaggregated revenue was also updated as a result of the changes in
segment reporting. See additional information in Note 2.
•Changes to non-GAAP measures - certain amounts adjusted for special items.
Refer to the Certain amounts adjusted for special items - (non-GAAP measures)
section below for additional information.

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.

As described in the Overview-Consideration of COVID-19 section of Part II, Item
7 of the Company's Current Report on Form 8-K dated April 26, 2022 (which
updated the Company's 2021 Annual Report on Form 10-K), 3M continues to be
impacted by the global pandemic and related effects associated with the
coronavirus (COVID-19). In addition, risk factors with respect to COVID-19, can
be found in Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q. Given
the diversity of 3M's businesses, some of the factors described in that
Overview-Consideration of COVID-19 section have increased the demand for 3M
products, while others have decreased demand or made it more difficult for 3M to
serve customers. Due to the speed with which the COVID-19 situation continues to
develop and evolve 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.

During the first nine months of 2022, 3M's costs for significant litigation (see
Certain amounts adjusted for special items - (non-GAAP measures section below)
totaled approximately $2.2 billion pre-tax and included, among things, pre-tax
charges associated with steps toward resolving Combat Arms Earplugs litigation
and associated with additional commitments to address PFAS-related matters at
its Zwijndrecht, Belgium site (approximately $1.3 billion and $355 million,
respectively, in the first nine months of 2022). These matters are further
discussed in Note 14. In the third quarter of 2022, 3M also completed the
split-off of its Food Safety Division business resulting in a pre-tax gain of
$2.7 billion. See Certain amounts adjusted for special items - (non-GAAP
measures) section below for additional discussion of these and other special
items.

3M Belgium has experienced interruptions to portions of the manufacturing at its
site in Zwijndrecht, Belgium, as more fully discussed in Note 14. As discussed
in Note 14, 3M Belgium received agreement with authorities in June 2022 to begin
the process toward restarting operations at the Zwijndrecht facility. 3M Belgium
has provided information required by the Flemish environmental authorities to
receive agreement from the authorities to restart operations, and has done so
for production or sampling purposes. Belgian government authorities continue to
maintain oversight of these operations and compliance with applicable
requirements.
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3M is also impacted by the Russia-Ukraine conflict. In light of a number of
factors, 3M suspended operations of its subsidiaries in Russia in March 2022,
the net sales of which were less than one percent of 3M's consolidated net sales
for 2021. Further, in September 2022, management committed to a plan to exit and
dispose of the related net assets through an intended sale of the subsidiaries.
The associated charge in the third quarter of 2022 related to this action is
further discussed in Note 13. 3M also has other operations that source certain
raw materials from suppliers in Russia and have experienced related supply
disruption due to the conflict. Further supply disruption could lead to
downstream customer impacts.

Though 3M monitors relevant factors as well as options to mitigate potential
impacts, it is not able to predict the extent to which these circumstances may
have a material effect on 3M's consolidated results of operations or financial
condition. Relevant risk factors can be found in Item 1A "Risk Factors" in this
Quarterly Report on Form 10-Q.

Operating income margin and earnings per share attributable to 3M common shareholders - diluted:



The following table provides the increases (decreases) in operating income
margins and diluted earnings per share for the three and nine months ended
September 30, 2022 and 2021.

                                                                        Three months ended                           Nine months ended
                                                                        September 30, 2022                          September 30, 2022
                                                                Percent of           Earnings per           Percent of           Earnings per
                                                                 net sales           diluted share           net sales           diluted share
Same period last year                                                20.0  %       $         2.45                21.5  %       $         7.81
Net costs for significant litigation                                  1.1                    0.13                 1.4                    0.47

Same period last year, excluding special items                       21.1                    2.58                22.9                    8.28
Increase/(decrease) due to:
Total organic growth/productivity and other                           2.9                    0.41                 1.1                    0.53
Raw material impact                                                  (2.6)                  (0.31)               (2.7)                  (0.97)
Divestitures                                                               -                (0.02)                     -                (0.02)
Foreign exchange impacts                                              0.1                   (0.12)                  -                   (0.28)
Other expense (income), net                                              N/A                    -                    N/A                (0.01)
Income tax rate                                                          N/A                 0.07                    N/A                 0.10
Shares of common stock outstanding                                       N/A                 0.08                    N/A                 0.19
Current period, excluding special items                              21.5                    2.69                21.3                    7.82
Net costs for significant litigation                                 (3.1)                  (0.37)               (8.5)                  (3.10)
 Divestiture costs                                                   (0.1)                  (0.01)                  -                   (0.01)
 Gain on business divestitures                                       31.6                    4.71                10.4                    4.69
 Divestiture-related restructuring actions                           (0.5)                  (0.05)               (0.2)                  (0.06)
 Russia exit charges                                                 (1.2)                  (0.20)               (0.4)                  (0.19)
Total special items                                                  26.7                    4.08                 1.3                    1.33
Current period                                                       48.2  %       $         6.77                22.6  %       $         9.15


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The Company refers to various "adjusted" 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.

A discussion related to the components of year-on-year changes in operating income margin and earnings per diluted share follows:



Total organic growth/productivity and other:
•For the third quarter of 2022, the following components impacted operating
margins and earnings per diluted share year-on-year:
•Declines in disposable respirator demand year-on-year negatively impacted
operating margins by 0.3 percent and earnings per share by $0.07.
•Remaining organic growth/productivity and other impacts resulted in a net
year-on-year benefit $0.48 to earnings per share and 3.2 percent to operating
margins which was impacted by the following:
?Strong pricing, spending discipline and benefits from restructuring actions
taken in 2021
?Recovery of sales backlog in China from earlier 2022 COVID-related shutdowns
?Manufacturing headwinds from global supply chain challenges; geopolitical
impacts due to the Russia/Ukraine conflict
?Increased investments in growth, productivity and sustainability

•For the first nine months of 2022, the following components impacted operating
margins and earnings per diluted share year-on-year:
•Declines in disposable respirator demand year-on-year negatively impacted
operating margins by 0.3 percent and earnings per share by $0.19.
•Remaining organic growth/productivity and other impacts resulted in a net
year-on-year benefit $0.72 to earnings per share and 1.4 percent to operating
margins which was impacted by the following:
?Strong pricing, spending discipline and benefits from restructuring actions
taken in 2021
?Manufacturing headwinds from global supply chain challenges; geopolitical
impacts due to the Russia/Ukraine conflict as well as the COVID-related shutdown
in China, offset by China backlog recovery later in 2022
?Second quarter of 2021 benefit of $91 million pre-tax ($0.12 per share after
tax) from the impact of the favorable decision of the Brazilian Supreme Court
regarding the calculation of past social taxes
?Increased investments in growth, productivity and sustainability

Raw material impact:
•3M continued to experience inflationary pressures with year-on-year increases
in raw material and logistics costs.

Divestitures:


•Divestiture impact includes lost income from divested businesses and remaining
stranded costs (net of transition arrangement income). 3M completed the
split-off of the Food Safety business in September 2022 (discussed in Note 3).
The impact also includes lost income from deconsolidation of the Aearo Entities
in July 2022 (discussed in Note 14).

Foreign exchange impacts
•Foreign currency impacts (net of hedging) decreased operating income by
approximately $88 million (or a decrease of pre-tax earnings by approximately
$87 million) year-on-year for the third quarter of 2022 and decreased operating
income by approximately $199 million (or a decrease of pre-tax earnings by
approximately $208 million) year-on-year for the first nine months of 2022,
primarily resulting from the strength of the U.S. dollar. These estimates
include: (a) the effects of year-on-year changes in exchange rates on
translating current period functional currency profits into U.S. dollars and on
current period non-functional currency denominated purchases or transfers of
goods between 3M operations, and (b) year-on-year changes in transaction gains
and losses, including derivative instruments designed to reduce foreign currency
exchange rate risks.

Other expense (income), net:
•Lower income related to non-service cost components of pension and
postretirement expense increased expense year-on-year for the third quarter and
first nine months of 2022.
•Interest expense (net of interest income) decreased for the third quarter and
first nine months of 2022 compared to the same period year-on-year.
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Income tax rate:
•Certain items above reflect specific income tax rates associated therewith.
Overall, the effective tax rate for the third quarter of 2022 was 6.6 percent, a
decrease from 18.4 percent in the prior year. The effective tax rate for the
first nine months of 2022 was 9.5 percent, as compared to 18.8 percent in the
prior year. The primary factor that decreased the Company's effective tax rate
for third quarter 2022 was the tax efficient structure associated with the third
quarter 2022 gain on split-off of the Food Safety business (see Note 3). The
primary factors that decreased the Company's effective tax rate for the first
nine months of 2022 were the tax efficient structure associated with the third
quarter 2022 gain on split-off of the Food Safety business (see Note 3) and the
tax impact associated with the second quarter 2022 charge related to steps
toward resolving Combat Arms Earplugs litigation (discussed in Note 14).
•On an adjusted basis (as discussed below), the effective tax rate for the third
quarter and first nine months of 2022 was 16.2 percent and 17.9 percent,
respectively, a decrease of 2.3 percentage points and a decrease of 1.1 percent,
respectively, compared to the same period year-on-year.

Shares of common stock outstanding:
•Lower shares outstanding increased earnings per share year-on-year for the
third quarter and first nine months of 2022.

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



In addition to reporting financial results in accordance with U.S. GAAP, 3M also
provides non-GAAP measures that adjust for the impacts of special items. For the
periods presented, special items include the items described below. Operating
income, segment operating income (loss), 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. While the Company includes certain items in its measure of
segment operating performance, it also considers these non-GAAP measures in
evaluating and managing its operations. The Company believes that discussion of
results adjusted for special items is useful to investors in understanding
underlying business performance, while also providing additional transparency to
the special items. Special items impacting operating income are reflected in
Corporate and Unallocated, except as described below with respect to net costs
for significant litigation. The determination of these items may not be
comparable to similarly titled measures used by other companies.

In the first quarter of 2022, the Company changed the extent of matters and
charges/benefits it includes within special items with respect to net costs for
significant litigation. Previously, 3M included net costs, when significant,
associated with changes in accrued liabilities related to respirator
mask/asbestos litigation and PFAS-related other environmental matters, along
with the associated tax impacts. These non-GAAP measure changes involved
including net costs for litigation related to 3M's Combat Arms Earplugs,
expanding net costs to include external legal fees and insurance recoveries
associated with the applicable matters in addition to changes in accrued
liabilities, and to include all such net costs for the applicable matters, not
just when considered significant. Information provided herein reflects the
impact of these changes for all periods presented.

Special items for the periods presented include:



Net costs for significant litigation:
•These relate to 3M's respirator mask/asbestos, PFAS-related other
environmental, and Combat Arms Earplugs matters (as discussed in Note 14). Net
costs include the impacts of any changes in accrued liabilities, external legal
fees, and insurance recoveries, along with associated tax impacts. Prior to
initiating voluntary chapter 11 bankruptcy proceedings in July 2022, net costs
related to Combat Arms Earplugs and Aearo-respirator mask/asbestos matters along
with non-Aearo respirator mask/asbestos matters were reflected as special items
in the Safety and Industrial business segment. During the bankruptcy period, net
costs related to Combat Arms Earplugs and Aearo-respirator mask/asbestos matters
are reflected as corporate special items in Corporate and Unallocated while
those associated with non-Aearo respirator mask/asbestos matters continue to be
reflected as special items in the Safety and Industrial business segment. Net
costs associated with PFAS-related other environmental matters are primarily
reflected as corporate special items in Corporate and Unallocated.

Divestiture costs:
•These include costs related to separating and divesting substantially an entire
business segment of 3M following public announcement of its intended
divestiture.

Gain on business divestitures:
•In the third quarter of 2022, 3M recorded a gain related to the split-off and
combination of its Food Safety business with Neogen Corporation. Refer to Note 3
for further details.

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Divestiture-related restructuring actions:
•In the third quarter of 2022, following the split-off of the Food Safety
business (see Note 3), management approved and committed to undertake certain
restructuring actions addressing corporate functional costs across 3M in
relation to the magnitude of amounts previously allocated to the divested
business. Refer to Note 5 for further details.

Russia exit charges:
•In the third quarter of 2022, 3M recorded a charge primarily related to
impairment of net assets in Russia in connection with management's committed
exit and disposal plan. Refer to Note 13 for further details.

                                                                                    Operating Income (Loss)
                                                                                                                                                                                                                                                                                                        Earnings per
(Dollars in millions, except per share               Safety and                Safety and                                       Total Company          Income Before               Provision for                Effective Tax                  Net Income                    Earnings per              diluted share
amounts)                                             Industrial            Industrial Margin            Total Company              Margin                  Taxes                   Income Taxes                     Rate                   Attributable to 3M                Diluted Share             percent change
Three months ended September 30, 2021 GAAP        $             562                      18.7%       $             1,788               20.0  %       $            1,757       $                   324                     18.4  %       $                   1,434       $                  2.45
Adjustments for special items:
Net costs for significant litigation                          60                                                 97                                             97                             18                                                         79                           0.13

Three months ended September 30, 2021
adjusted amounts (non-GAAP measures)              $             622                      20.7%       $             1,885               21.1  %       $            1,854       $                   342                     18.5  %       $                   1,513       $                  2.58

Three months ended September 30, 2022 GAAP        $             652                      22.5%       $             4,156               48.2  %       $            4,132       $                   271                      6.6  %       $                   3,859       $                  6.77                 177  %
Adjustments for special items:
Net costs for significant litigation                          21                                                267                                            267                             57                                                        210                           0.37
 Divestiture costs                                             -                                                  6                                              6                              2                                                          4                           0.01
 Gain on business divestitures                                 -                                                 (2,724)                                        (2,724)                          (39)                                                     (2,685)                        (4.71)
 Divestiture-related restructuring actions                     -                                                      41                                             41                             9                                                          32                          0.05
 Russia exit charges                                           -                                                     109                                            109                           (2)                                                         111                          0.20
Total special items                               $              21                                  $           (2,301)                             $          (2,301)       $                    27                                   $                 (2,328)                        (4.08)
Three months ended September 30, 2022
adjusted amounts (non-GAAP measures)              $             673                      23.2%       $             1,855               21.5  %       $            1,831       $                   298                     16.2  %       $                   1,531       $                  2.69                   4  %


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                                                                             Operating Income (Loss)
                                                                                                                                          Income                                                                                                                        Earnings per
(Dollars in millions, except per share            Safety and               Safety and               Total          Total Company          Before            Provision for            Effective Tax                Net Income                  Earnings per              diluted share
amounts)                                          Industrial           Industrial Margin           Company             Margin              Taxes            Income Taxes                  Rate                Attributable to 3M              Diluted Share            percent change
Nine months ended September 30, 2021 GAAP       $         1,976                      21.6%       $     5,753              21.5  %       $     5,640       $           1,058                    18.8  %       $               4,582       $                  7.81
Adjustments for special items:
Net costs for significant litigation                     177                                          359                                    359                      80                                                    279                        0.47

Nine months ended September 30, 2021
adjusted amounts (non-GAAP measures)            $         2,153                      23.6%       $     6,112              22.9  %       $     5,999       $           1,138                    19.0  %       $               4,861       $                  8.28

Nine months ended September 30, 2022 GAAP       $           581                       6.6%       $     5,907              22.6  %       $     5,795       $             550                     9.5  %       $               5,236       $                  9.15                 17  %
Adjustments for special items:
Net costs for significant litigation                   1,421                                        2,233                                  2,233                     456                                                  1,777                        3.10
 Divestiture costs                                         -                                            6                                      6                       2                                                      4                        0.01
 Gain on business divestitures                             -                                       (2,724)                                (2,724)                    (39)                                                (2,685)                          (4.69)
 Divestiture-related restructuring
actions                                                    -                                           41                                     41                       9                                                     32                             0.06
 Russia exit charges                                       -                                          109                                    109                      (2)                                                   111                             0.19
Total special items                             $      1,421                                     $   (335)                              $   (335)         $          426                                     $             (761)         $                (1.33)
Nine months ended September 30, 2022
adjusted amounts (non-GAAP measures)            $         2,002                      22.6%       $     5,572              21.3  %       $     5,460       $             976                    17.9  %       $               4,475       $                  7.82                 (6) %


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Sales and operating income (loss) by business segment:



The following tables contain sales and operating income (loss) results by
business segment for the three and nine months ended September 30, 2022 and
2021. Refer to the section entitled "Performance by Business Segment" later in
MD&A for additional discussion concerning 2022 versus 2021 results, including
Corporate and Unallocated. Refer to Note 16 for additional information on
business segments.

                                                           Three months ended September 30,
                                                       2022                                    2021                                     % change
                                                                                                        Oper.
                                            Net                  Oper.                 Net             Income                Net                     Oper.
(Dollars in millions)                      Sales             Income (Loss)            Sales            (Loss)               Sales                Income (Loss)
Business Segments
Safety and Industrial                 $         2,894       $            652       $     3,005       $       562              (3.7)  %                    15.9   %
Transportation and Electronics                  2,239                    474             2,327               435              (3.8)                        9.1
Health Care                                     2,076                    452             2,173               510              (4.4)                      (11.3)
Consumer                                        1,409                    299             1,434               308              (1.7)                       (3.0)
Corporate and Unallocated                           1                  2,279                 3              (27)
Total Company                         $         8,619       $          4,156       $     8,942       $     1,788              (3.6)  %                   132.5   %

                                                           Nine months ended September 30,
                                                       2022                                    2021                                     % change
                                                                                                        Oper.
                                            Net                  Oper.                 Net             Income                Net                     Oper.
(Dollars in millions)                      Sales             Income (Loss)            Sales            (Loss)               Sales                Income (Loss)
Business Segments
Safety and Industrial                 $         8,869       $            581       $     9,133       $     1,976              (2.9)  %                   (70.6)  %
Transportation and Electronics                  6,847                  1,446             7,078             1,504              (3.3)  %                    (3.8)  %
Health Care                                     6,379                  1,394             6,407             1,522              (0.4)  %                    (8.4)  %
Consumer                                        4,052                    770             4,123               867              (1.7)  %                   (11.2)  %
Corporate and Unallocated                           3                  1,716                 2             (116)
Total Company                         $     26,150          $          5,907       $ 26,743          $  5,753                 (2.2)  %                     2.7   %


                                                                                          Three months ended September 30, 2022
Worldwide Sales Change                                                                                                                                      Total sales
By Business Segment                            Organic sales             Acquisitions                Divestitures                Translation                   change
Safety and Industrial                                  1.7   %                       -   %                       -   %                   (5.4)  %                   (3.7)  %
Transportation and Electronics                         3.0                           -                        (0.8)                      (6.0)                      (3.8)
Health Care                                            1.7                           -                        (1.3)                      (4.8)                      (4.4)
Consumer                                               1.5                           -                           -                       (3.2)                      (1.7)
Total Company                                          2.0                           -                        (0.5)                      (5.1)                      (3.6)

                                                                                           Nine months ended September 30, 2022
Worldwide Sales Change                                                                                                                                      Total sales
By Business Segment                            Organic sales             Acquisitions                Divestitures                Translation                   change
Safety and Industrial                                  1.0   %                       -   %                       -   %                   (3.9)  %                   (2.9)  %
Transportation and Electronics                         1.1                           -                        (0.3)                      (4.1)                      (3.3)
Health Care                                            3.7                           -                        (0.5)                      (3.6)                      (0.4)
Consumer                                               0.8                           -                           -                       (2.5)                      (1.7)
Total Company                                          1.6                           -                        (0.2)                      (3.6)                      (2.2)


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Sales by geographic area:



Percent change information compares the three and nine months ended
September 30, 2022 with the same period last year, unless otherwise indicated.
Additional discussion of business segment results is provided in the Performance
by Business Segment section.

                                                                     Three 

months ended September 30, 2022


                                                                                  Europe,
                                                                Asia            Middle East              Other
                                           Americas           Pacific             & Africa            Unallocated          Worldwide
Net sales (millions)                     $  4,741           $  2,485           $    1,393           $          -          $  8,619
% of worldwide sales                         55.0   %           28.8   %             16.2   %                                100.0   %
Components of net sales change:
Organic sales                                 2.3                2.8                 (0.3)                                     2.0
Divestitures                                 (0.7)              (0.5)                (0.2)                                    (0.5)
Translation                                  (0.5)              (8.3)               (12.9)                                    (5.1)
Total sales change                            1.1   %           (6.0)  %            (13.4)  %                                 (3.6)  %

                                                                     Nine

months ended September 30, 2022


                                                                                  Europe,
                                                                Asia            Middle East              Other
                                           Americas           Pacific             & Africa            Unallocated          Worldwide
Net sales (millions)                     $ 13,930           $  7,702           $    4,518           $          -          $ 26,150
% of worldwide sales                         53.3   %           29.5   %             17.2   %                                100.0   %
Components of net sales change:
Organic sales                                 2.8                1.3                 (1.4)                                     1.6
Divestitures                                 (0.2)              (0.2)                (0.1)                                    (0.2)
Translation                                  (0.2)              (5.6)                (9.5)                                    (3.6)
Total sales change                            2.4   %           (4.5)  %            (11.0)  %                                 (2.2)  %

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



•For the third quarter of 2022, in the Americas geographic area, U.S. total
sales was flat which included flat organic sales. Total sales in Mexico
increased 8 percent which included increased organic sales of 14 percent. In
Canada, total sales increased 10 percent which included increased organic sales
of 14 percent. In Brazil, total sales increased 9 percent which included
increased organic sales of 11 percent. In the Asia Pacific geographic area,
China total sales increased 3 percent which included increased organic sales of
8 percent. In Japan, total sales decreased 17 percent which included flat
organic sales.

•For the first nine months of 2022, in the Americas geographic area, U.S. total
sales increased 1 percent which included increased organic sales of 1 percent.
Total sales in Mexico increased 10 percent which included increased organic
sales of 12 percent. In Canada, total sales increased 15 percent which included
increased organic sales of 17 percent. In Brazil, total sales increased 15
percent which included increased organic sales of 11 percent. In the Asia
Pacific geographic area, China total sales decreased 3 percent which included
decreased organic sales of 1 percent. In Japan, total sales decreased 11 percent
which included increased organic sales of 2 percent.
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Managing currency risks:



The stronger U.S. dollar had a negative impact on sales in the third quarter and
first nine months of 2022 compared to the same periods last year. Net of the
Company's hedging strategy, foreign currency negatively impacted earnings in the
third quarter and first nine months of 2022 compared to the same period last
year. 3M utilizes a number of tools to manage currency risk related to earnings
including natural hedges such as pricing, productivity, hard currency, 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.

Financial condition:

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 nine months of 2022, the Company
purchased $928 million of its own stock, compared to $1,261 million of stock
purchases in the first nine months of 2021. As of September 30, 2022,
approximately $4.7 billion remained available under the authorization. In
February 2022, 3M's Board of Directors declared a first-quarter 2022 dividend of
$1.49 per share, an increase of 1 percent. This marked the 64th consecutive year
of dividend increases for 3M. In May 2022, 3M's Board of Directors declared a
second-quarter dividend of $1.49 per share. In August 2022, 3M's Board of
Directors declared a third-quarter dividend of $1.49 per share.

3M expects to contribute approximately $100 million to $200 million of cash to
its global defined benefit pension and postretirement plans in 2022. The Company
does not have a required minimum cash pension contribution obligation for its
U.S. plans in 2022.

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                                             Nine months ended
                                                                   September 30,                                                 September 30,
(Percent of net sales)                             2022                2021                Change                2022                2021                Change
Cost of sales                                        54.9  %             54.3  %               0.6  %              56.0  %             52.7  %               3.3  %
Selling, general and administrative
expenses (SG&A)                                      23.1                20.3                  2.8                 26.4                20.1          

6.3


Research, development and related
expenses (R&D)                                        5.4                 5.4                    -                  5.4                 5.7                 (0.3)
Gain on business divestitures                       (31.6)                  -                (31.6)               (10.4)                  -                (10.4)
Operating income margin                              48.2  %             20.0  %              28.2  %              22.6  %             21.5  %               1.1  %


3M expects global defined benefit pension and postretirement service cost
expense in 2022 to decrease by approximately $68 million pre-tax when compared
to 2021, which impacts cost of sales; selling, general and administrative
expenses (SG&A); and research, development and related expenses (R&D). The
year-on-year decrease in defined benefit pension and postretirement service cost
expense for the third quarter and first nine months of 2022 was approximately
$19 million and $53 million.

For total year 2021, the Company recognized consolidated defined benefit pre-tax
pension and postretirement service cost expense of $503 million and a benefit of
$297 million related to all non-service pension and postretirement net benefit
costs (after settlements, curtailments, special termination benefits and other)
for a total consolidated defined benefit pre-tax pension and postretirement
expense of $206 million.
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For total year 2022, defined benefit pension and postretirement service cost
expense is anticipated to total approximately $435 million while non-service
pension and postretirement net benefit cost is anticipated to be a benefit of
approximately $250 million, for a total consolidated defined benefit pre-tax
pension and postretirement expense of approximately $185 million, a decrease in
expense of approximately $20 million compared to 2021.

The Company is continuing the ongoing deployment of an enterprise resource planning (ERP) system on a worldwide basis, with these investments impacting cost of sales, SG&A, and R&D.



Cost of Sales:

Cost of sales, measured as a percent of sales, increased in the third quarter
and first nine months of 2022 when compared to the same periods last year.
Increases were primarily due to 2022 special item costs for significant
litigation from additional commitments to address PFAS-related maters at 3M's
Zwijndrecht, Belgium site (discussed in Note 14), higher raw materials and
logistics costs, manufacturing productivity headwinds which were further
magnified by the shutdown of certain operations in Belgium and progress on
restarting previously-idled operations, and investments in growth, productivity
and sustainability.

Selling, General and Administrative Expenses:



SG&A, measured as a percent of sales, increased in the third quarter and first
nine months of 2022 when compared to the same period last year. SG&A was
impacted by increased special item costs for significant litigation primarily
related to steps toward resolving Combat Arms Earplugs litigation (discussed in
Note 14) resulting in a 2022 second quarter pre-tax charge of approximately $1.2
billion and other subsequent impacts, costs related to exiting Russia (see Note
13), divestiture-related restructuring charges (see Note 5), and continued
investment on key growth initiatives. Cost increases were partially offset by
restructuring benefits and ongoing general 3M cost management.

Research, Development and Related Expenses:



R&D, measured as a percent of sales, was flat in the third quarter and decreased
in first nine months of 2022 when compared to the same period last year. 3M
continues to invest in a range of R&D activities from application development,
product and manufacturing support, product development and technology
development aimed at disruptive innovations.

Gain on Business Divestitures:



In the third quarter of 2022, 3M recorded a pre-tax gain of $2.7 billion ($2.7
billion after tax) related to the split-off and combination of its Food Safety
business with Neogen Corporation. Refer to Note 3 for further details.

Other Expense (Income), Net:

See Note 6 for a detailed breakout of this line item.



Interest expense (net of interest income) decreased in the third quarter of 2022
primarily due to prior period debt maturities and foreign exchange; net interest
decreased in the first nine months of 2022 compared to the same period
year-on-year due to an early debt extinguishment pre-tax charge in the first
quarter of 2021 and generation of incremental interest income.

The non-service pension and postretirement net benefit decreased approximately
$15 million and $40 million in the third quarter and first nine months of 2022,
respectively, compared to the same period year-on-year.
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Provision for Income Taxes:

                                       Three months ended                 Nine months ended
                                          September 30,                     September 30,
(Percent of pre-tax income)             2022              2021             2022             2021
Effective tax rate                            6.6  %     18.4  %                9.5  %     18.8  %


The primary factor that decreased the Company's effective tax rate for third
quarter 2022 was the tax efficient structure associated with the third quarter
2022 gain on split-off of the Food Safety business (see Note 3). The primary
factors that decreased the Company's effective tax rate for the first nine
months of 2022 were the tax efficient structure associated with the third
quarter 2022 gain on split-off of the Food Safety business (see Note 3) and the
tax impact associated with the second quarter 2022 charge related to steps
toward resolving Combat Arms Earplugs litigation (discussed in Note 14).

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.

Income from Unconsolidated Subsidiaries, Net of Taxes:



                                                                    Three months ended                           Nine months ended
                                                                      September 30,                                September 30,
(Millions)                                                       2022                   2021                  2022                   2021

Income (loss) from unconsolidated subsidiaries, net of taxes

                                                  $                 2       $          4       $                 3       $          7


Income (loss) from unconsolidated subsidiaries, net of taxes, is attributable to
the Company's accounting under the equity method for ownership interests in
certain entities such as Kindeva following 3M's divestiture of the drug delivery
business in 2020.

Net Income (Loss) Attributable to Noncontrolling Interest:



                                                                Three months ended                     Nine months ended
                                                                   September 30,                         September 30,
(Millions)                                                     2022               2021               2022               2021
Net income (loss) attributable to noncontrolling
interest                                                  $       4

$ 3 $ 12 $ 7

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.

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 first quarter of 2022, 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) was updated for all comparative 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
(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.
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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 operating
income includes "corporate special items" and "other corporate expense-net".
Corporate special items include net costs for significant litigation associated
with Combat Arms Earplugs and Aearo-respirator mask/asbestos matters during the
chapter 11 bankruptcy period (which began in July 2022) and with PFAS-related
other environmental matters (see Note 14). Corporate special items also include
divestiture costs, gain/loss on business divestitures (see Note 3),
divestiture-related restructuring costs (see Note 5), and Russia exit costs (see
Note 13). Divestiture costs include costs related to separating and divesting
substantially an entire business segment of 3M following public announcement of
its intended divestiture. Other corporate expense-net includes items such as net
costs related to limited unallocated corporate staff and centrally managed
material resource centers of expertise costs, corporate philanthropic activity,
and other net costs that 3M may choose not to allocate directly to its business
segments. Other corporate expense-net also includes costs and income from
transition supply, manufacturing and service arrangements with Neogen
Corporation following the split-off of 3M's Food Safety business in 2022 and
with the acquirer of the former Drug Delivery business following its 2020
divestiture. Items classified as revenue from this activity are included in
Corporate and Unallocated net sales. Because Corporate and Unallocated includes
a variety of miscellaneous items, it is subject to fluctuation on a quarterly
and annual basis.

Corporate and Unallocated operating expenses decreased in the third quarter and first nine months of 2022, when compared to the same period last year. The subsections below provide additional information.

Corporate Special Items



Refer to the Certain amounts adjusted for special items - (non-GAAP measures)
section for additional details on the impact of special items and to Note 16 for
addition information on the components of corporate special items. Corporate
special item net costs decreased in the third quarter and first nine months of
2022 year over year primarily due to the gain on divestiture associated with the
2022 split-off of the Food Safety business (discussed in Note 3) partially
offset by additional commitments in 2022 to address PFAS-related matters,
including at 3M's Zwijndrecht, Belgium site (discussed in Note 14).

Other Corporate Expense - Net



Other corporate operating expenses, net, increased when compared to the same
period last year primarily due to a $91 million pre-tax benefit from the impact
of the favorable decision of the Brazilian Supreme Court included in the second
quarter of 2021 regarding the calculation of past social taxes.

Operating Business Segments:

Information related to 3M's business segments is presented in the tables that follow with additional context in the corresponding narrative below the tables.



Refer to 3M's Current Report on Form 8-K dated April 26, 2022 (which updated
3M's 2021 Annual Report on Form 10-K), Item 1, Business, for discussion of 3M
products that are included in each business segment.
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Safety and Industrial Business:


                                                                 Three months ended                         Nine months ended
                                                                    September 30,                             September 30,
                                                              2022                 2021                 2022                 2021
Sales (millions)                                         $        2,894       $        3,005       $        8,869       $        9,133
Sales change analysis:
Organic sales                                                   1.7   %                                   1.0   %
Translation                                                    (5.4)                                     (3.9)
Total sales change                                             (3.7)  %                                  (2.9)  %

Business segment operating income (loss)                 $          652       $          562       $          581       $        1,976
(millions)
Percent change                                                 15.9   %                                 (70.6)  %
Percent of sales                                               22.5   %               18.7 %              6.6   %               21.6 %

Adjusted business segment operating income               $          673       $          622       $        2,002       $        2,153
(millions) (non-GAAP measure)
Percent change                                                  8.2   %                                  (7.0)  %
Percent of sales                                               23.2   %               20.7 %             22.6   %               23.6 %


The preceding table also displays business segment operating income (loss)
information adjusted for special items. For Safety and Industrial these
adjustments include net costs for respirator mask/asbestos (Aearo-related and
non-Aearo related) and Combat Arms Earplugs litigation matters. During the Aearo
chapter 11 bankruptcy period (which began in July 2022 - see Note 14), net costs
related to Combat Arms Earplugs and Aearo-respirator mask/asbestos matters are
reflected as corporate special items in Corporate and Unallocated while those
associated with non-Aearo respirator mask/asbestos matters continue to be
reflected as special items in the Safety and Industrial business segment. Refer
to the Certain amounts adjusted for special items - (non-GAAP measures) section
for additional details.

Third quarter 2022 results:

Sales in Safety and Industrial were down 3.7 percent in U.S. dollars.



On an organic sales basis:
•Sales increased in automotive aftermarket, roofing granules, electrical
markets, abrasives, closure and masking systems, and industrial adhesives and
tapes and decreased in personal safety.
•Growth from continued improving general industrial manufacturing activity,
other end-market demand and backlog recovery from the 2022 second quarter
COVID-related lockdowns in China were partially offset by the disposable
respirator sales decline within personal safety, which negatively impacted
year-on-year third quarter organic growth by 4.6 percentage points.

Business segment operating income margins increased year-on-year from selling
price actions, strong spending discipline and restructuring actions which more
than offset increased raw materials and logistics costs and manufacturing
productivity headwinds. Adjusting for special item costs for significant
litigation (non-GAAP measure), business segment operating income margins
increased year-on-year as displayed above.
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First nine months 2022 results:

Sales in Safety and Industrial were down 2.9 percent in U.S. dollars.



On an organic sales basis:
•Sales increased in abrasives, electrical markets, closure and masking systems,
roofing granules, automotive aftermarket, and industrial adhesives and tapes and
decreased in personal safety.
•Growth from continued improving general industrial manufacturing activity and
other end-market demand was partially offset by the disposable respirator sales
decline within personal safety, which negatively impacted year-on-year organic
growth by 3.9 percentage points.

Business segment operating income margins decreased year-on-year due to special
item costs for significant litigation primarily related to steps toward
resolving Combat Arms Earplugs litigation (discussed in Note 14) resulting in a
2022 second quarter pre-tax charge of approximately $1.2 billion. Margins were
also impacted by increased raw materials and logistics costs, manufacturing
productivity headwinds, partially offset by selling price actions, spending
discipline and restructuring actions. Adjusting for special item costs for
significant litigation (non-GAAP measure), business segment operating income
margins decreased year-on-year as displayed above.
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Transportation and Electronics Business:



                                                                 Three months ended                         Nine months ended
                                                                    September 30,                             September 30,
                                                              2022                 2021                 2022                 2021
Sales (millions)                                         $        2,239       $        2,327       $        6,847       $        7,078
Sales change analysis:
Organic sales                                                   3.0   %                                   1.1   %
Divestitures                                                   (0.8)                                     (0.3)
Translation                                                    (6.0)                                     (4.1)
Total sales change                                             (3.8)  %                                  (3.3)  %

Business segment operating income (millions)             $          474       $          435       $        1,446       $        1,504
Percent change                                                  9.1   %                                  (3.8)  %
Percent of sales                                               21.2   %               18.7 %             21.1   %               21.2 %

Third quarter 2022 results:

Sales in Transportation and Electronics were down 3.8 percent in U.S. dollars.



On an organic sales basis:
•Sales increased in automotive and aerospace, commercial solutions, and advanced
materials, and decreased in transportation safety and electronics.
•Growth benefited from continued COVID-related backlog recovery in the greater
China region which was partially offset by increased weakness in consumer
electronics demand, along with the continued constraints in the semiconductor
supply chain.

Divestitures:

•Divestiture impact relates to lost Transportation and Electronics sales year-on-year from deconsolidation of the Aearo Entities in July 2022.



Business segment operating income margins increased year-on-year from selling
price actions, strong spending discipline and restructuring actions which more
than offset increased raw materials and logistics costs and manufacturing
productivity headwinds.

First nine months 2022 results:

Sales in Transportation and Electronics were down 3.3 percent in U.S. dollars.



On an organic sales basis:
•Sales increased in commercial solutions, automotive and aerospace and advanced
materials, and decreased in electronics and transportation safety.
•Growth was held back by the ongoing impacts of the semiconductor supply chain
constraints on the automotive and consumer electronics end-markets.

Divestitures:

•Divestiture impact relates to lost Transportation and Electronics sales year-on-year from deconsolidation of the Aearo Entities in July 2022.



Business segment operating income margins decreased year-on-year due to
increased raw materials and logistics costs, manufacturing productivity
headwinds which were further magnified by the shutdown of certain operations in
Belgium and investments in auto electrification, partially offset by selling
price actions, strong spending discipline and restructuring actions.
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Health Care Business:

                                                               Three months ended                   Nine months ended
                                                                 September 30,                        September 30,
                                                             2022              2021               2022              2021
Sales (millions)                                         $      2,076       $     2,173       $      6,379       $     6,407
Sales change analysis:
Organic sales                                                 1.7   %                              3.7   %
Divestitures                                                    (1.3)                                (0.5)
Translation                                                     (4.8)                                (3.6)
Total sales change                                           (4.4)  %                             (0.4)  %

Business segment operating income (millions)             $        452       $       510       $      1,394       $     1,522
Percent change                                              (11.3)  %                             (8.4)  %
Percent of sales                                             21.8   %          23.5   %           21.9   %          23.8   %


Third quarter 2022 results:

Sales in Health Care were down 4.4 percent in U.S. dollars.



On an organic sales basis:
•Sales increased in medical solutions, food safety, separation and purification,
and health information systems, and decreased in oral care.
•Sales continue to be impacted by COVID-related trends on elective procedure
volumes and ongoing inflationary pressures.

Divestitures:

•Divestiture impact relates to the lost sales year-on-year from the Food Safety Division split-off transaction in September 2022.

Business segment operating income margins decreased year-on-year due to increased raw materials and logistics costs, manufacturing productivity headwinds, and investments in the business, partially offset by selling price actions, strong spending discipline and benefits from restructuring actions.

As discussed in Note 3, in July 2022, 3M announced its intention to spin off the Health Care business as a separate public company. 3M expects to initially retain a 19.9% ownership position in the Health Care business.

First nine months 2022 results:

Sales in Health Care were down 0.4 percent in U.S. dollars.



On an organic sales basis:
•Sales increased in separation and purification, medical solutions, food safety
and health information systems, and decreased in oral care.
•Sales continue to be impacted by COVID-related trends on elective procedure
volumes and ongoing inflationary pressures.

Divestitures:


•Divestiture impact relates to the lost sales year-on-year from the divestiture
from the Food Safety Division split-off transaction and combination with Neogen
completed in the third quarter of 2022.

Business segment operating income margins decreased year-on-year due to
increased raw materials and logistics costs along with manufacturing
productivity headwinds, investments in the business and transaction-related
costs associated with the announced divestiture of the food safety business (see
Note 3), partially offset by sales growth (including selling price actions),
strong spending discipline and restructuring actions.
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Consumer Business:

                                                               Three months ended                   Nine months ended
                                                                 September 30,                        September 30,
                                                             2022              2021               2022              2021
Sales (millions)                                         $      1,409       $     1,434       $      4,052       $     4,123

Sales change analysis:
Organic sales                                                 1.5   %                              0.8   %
Translation                                                  (3.2)                                (2.5)
Total sales change                                           (1.7)  %                             (1.7)  %

Business segment operating income (millions)             $        299       $       308       $        770       $       867
Percent change                                               (3.0)  %                            (11.2)  %
Percent of sales                                             21.3   %          21.5   %           19.0   %          21.0   %


Third quarter 2022 results:

Sales in Consumer totaled were down 1.7 percent in U.S. dollars.



On an organic sales basis:
•Sales increased in consumer health and safety, stationery and office and home
care and decreased in home improvement.
•Sales decreases impacted by soft back-to-school season performance due to
elevated inventory levels at retailers.

Business segment operating income margins decreased year-on-year from increased
raw materials, logistics and outsourced hardgoods manufacturing costs along with
manufacturing productivity headwinds and investments in the business, partially
offset by selling price actions, strong spending discipline and restructuring
actions.

First nine months 2022 results:

Sales in Consumer totaled were down 1.7 percent in U.S. dollars.



On an organic sales basis:
•Sales increased in consumer health and safety, stationery and office, and home
care and decreased in home improvement.
•Sales increases continue to be benefited by strength and demand in market-lead
categories such as FiltreteTM air quality solutions and Post-it® products.

Business segment operating income margins decreased year-on-year as a result of
increased raw materials, logistics and outsourced hardgoods manufacturing costs
along with manufacturing productivity headwinds and investments in the business,
partially offset by sales growth (including selling price actions), strong
spending discipline and restructuring actions.
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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, provide financial
flexibility to deploy capital in accordance with the Company's stated priorities
and meet needs associated with contractual commitments and other obligations.
Investing in 3M's business to drive organic growth and deliver strong returns on
invested capital remains the first priority for capital deployment. This
includes research and development, capital expenditures, and commercialization
capability. The Company also continues to actively manage its portfolio through
acquisitions and divestitures to maximize value for shareholders. 3M expects to
continue returning cash to shareholders through dividends and share repurchases.
To fund cash needs in the United States, the Company relies on ongoing cash flow
from U.S. operations, access to capital markets and repatriation of the earnings
of its foreign affiliates that are not considered to be permanently reinvested.
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 to the Consolidated Financial Statements in 3M's
Current Report on Form 8-K dated April 26, 2022 (which updated 3M's 2021 Annual
Report on Form 10-K) for further information on earnings considered to be
reinvested indefinitely.

3M maintains a strong liquidity profile. The Company'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. The Company had no commercial paper outstanding at September 30, 2022
and December 31, 2021.

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. As of September 2022, 3M has a
credit rating of A1, stable outlook from Moody's Investors Service and a credit
rating of A+, CreditWatch negative from S&P Global Ratings.

The Company's total debt was lower at September 30, 2022 when compared to
December 31, 2021. Decreases in debt were largely due to the repayments of 500
million euros and $600 million aggregate principal amounts of fixed-rate
medium-term notes in February 2022 and June 2022, respectively. For discussion
of repayments of and proceeds from debt refer to the following "Cash Flows from
Financing Activities" section.

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. In November 2020, the ICE Benchmark Administration
(IBA), LIBOR's administrator, proposed extending the publication of USD LIBOR
through June 2023. Subsequently, in March of 2021, IBA ceased publication of
certain LIBOR rates after December 31, 2021. USD LIBOR rates that did not cease
on December 31, 2021 will continue to be published through June 30, 2023. The
Company has reviewed its debt securities, bank facilities, and derivative
instruments and continues to evaluate commercial contracts that may utilize
LIBOR as the reference rate. 3M will continue its 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 September 30, 2022, 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).
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 to the
Consolidated Financial Statements in 3M's Current Report on Form 8-K dated April
26, 2022 (which updated 3M's 2021 Annual Report on Form 10-K).
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3M has an amended and restated $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, which was renewed in
November 2021 with an expiration date of November 2022. The 364-day credit
agreement includes a provision under which 3M may convert any advances
outstanding on the maturity date into term loans having a maturity date one year
later. These credit facilities were undrawn at September 30, 2022. 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
September 30, 2022, this ratio was approximately 21 to 1. Debt covenants do not
restrict the payment of dividends.

As disclosed in Note 10, 3M had debt financing facilities providing commitments
for term loans and potential bridge financing aggregating $1.0 billion related
to the Food Safety Division split-off transaction and combination with Neogen
(discussed in Note 3). The debt commitments also included a $150 million
revolving credit facility for the Food Safety business. Coincident with
completion of the September 2022 split-off, the Food Safety business term loan
borrowings funded the cash payment to 3M discussed in Note 3. The bridge
financing component of these facilities was terminated early and not utilized.
Obligations under the commitments (including the $150 million revolving credit
facility) transferred with the Food Safety business and became those of Neogen.

The Company also had $314 million in stand-alone letters of credit and bank guarantees issued and outstanding at September 30, 2022. These instruments are utilized in connection with normal business activities.

Cash, cash equivalents and marketable securities:



At September 30, 2022, 3M had $3.6 billion of cash, cash equivalents and
marketable securities, of which approximately $2.9 billion was held by the
Company's foreign subsidiaries and approximately $0.7 billion was held in the
United States. These balances are invested in bank instruments and other
high-quality fixed income securities. At December 31, 2021, 3M had $4.8 billion
of cash, cash equivalents and marketable securities, of which approximately $3.1
billion was held by the Company's foreign subsidiaries and $1.7 billion was held
by the United States. The decrease from December 31, 2021 primarily resulted
from cash flow from operations and cash consideration and earlier borrowings
related to the Food Safety transaction (see Note 3) offset by ongoing dividend
payments, purchases of treasury stock, capital expenditures, and the fixed-rate
medium-term note maturities in the first nine months of 2022.

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
September 30, 2022 and December 31, 2021.

                                                          September 30,                       December 31,
(Millions)                                                    2022                                2021                       Change
Total debt                                        $                      15,705       $                     17,363       $     (1,658)
Less: Cash, cash equivalents and marketable
securities                                                                3,616                              4,792               (1,176)
Net debt (non-GAAP measure)                       $                      12,089       $                     12,571       $       (482)

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.


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Working capital (non-GAAP measure):



                                                          September 30,                       December 31,
(Millions)                                                    2022                                2021                       Change
Current assets                                    $                      14,895       $                     15,403       $         (508)
Less: Current liabilities                                                 9,543                              9,035                   508
Working capital (non-GAAP measure)                $                       5,352       $                      6,368       $     (1,016)


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 decreased $1.0 billion compared with December 31, 2021. Balance
changes in current assets decreased working capital by $0.5 billion, driven
largely by decreases in cash and cash equivalents. Balance changes in current
liabilities decreased working capital by $0.5 billion, primarily due to
increases in short-term borrowings and current-portion of long-term debt and
accounts payable.

Inventory increased $630 million from December 31, 2021, primarily as a result
of increased underlying operating activity partially offset by foreign currency
translation impacts. Current portion of long-term debt increased as upcoming
debt maturities now considered current were partially offset by the bond
maturities in the first nine months of 2022, while accounts payable also
increased as a result of increased sequential operating activity partially
offset by foreign currency translation impacts.

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