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MMM3M

Industrials · Medical Instruments · NYSE

3M Company was incorporated in 1929 under the laws of the State of Delaware to continue operations begun in 1902. 10-K, Item 1

Employees
60,500
Headquarters
St Paul, MN
CEO
William M. Brown
Next results
around Jan 19, 2027
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2 paragraphs in Risk Factors of the 10-K filed Feb 3, 2026 with nothing like them in the 10-K filed Feb 5, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 81 Industrials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

The Company is also subject to certain risks as a direct and indirect supplier to the U.S. government and other governments, such as those associated with compliance with procurement regulations, as well as the government’s rights to audit and conduct investigations and to terminate contracts. There is also uncertainty as to the extent and timing of funding that may be available for U.S. federal government and other government procurement activities. Failure by the Company or one of its customers, suppliers, vendors, or channel partners to comply with provisions of government contracts or related laws, regulations, executive orders, or other government actions could result in the Company being unable to fulfill its contract commitments under a government contract or inability to realize the full value of such contract. Significant administrative, civil or criminal liabilities, including under the U.S. False Claims Act or similar enforcement legislation, and suspension or debarment from business with the U.S. or other governments, and reputational harm, could also result from the risks noted above.

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Artificial intelligence (AI) technologies support a range of the Company’s activities, including research and development, operational processes, customer facing tools, and other business functions. The use of AI introduces risks that could adversely affect the Company’s business, results of operations, or financial condition. AI systems may produce inaccurate, biased, or incomplete outputs, which could lead to operational errors, reduced product or service quality, or unintentional impacts on business decisions. External vendors and third party AI tools may expose the Company to additional risks, including insufficient transparency into model performance, vulnerabilities in underlying technologies, or disruptions in service availability. AI development and deployment also require security, and proper governance of the data used. Use of AI tools, including third party platforms, increases the risk of unauthorized disclosure, loss, or misuse of confidential, personal, or commercially sensitive information. In addition, there is a risk that employees or contractors could inadvertently input confidential company information or third party proprietary data into AI systems, including systems not designed for secure handling of such information. These actions could result in violations of contractual obligations, data protection requirements, or intellectual property rights, and could expose the Company to legal, regulatory, or reputational harm. Emerging and evolving regulations related to AI use, transparency, safety, and accountability may require additional investment, changes to existing processes, or limitations on the development and application of these technologies. Rapid advances in AI may also create competitive pressures or require ongoing investment to maintain effectiveness, and failures to manage, govern, or deploy AI responsibly could impair the Company’s ability to achieve expected efficiencies or strategic objectives. While the Company will seek to develop and use artificial intelligence responsibly, and will attempt to identify and mitigate ethical, privacy, legal or other issues presented by its use, there can be no assurance that the Company will be fully successful in doing so, and may be subject to data breaches, allegations of unauthorized access to, or use of, third party data, information, or intellectual property rights, or other risks, which may lead to financial losses, legal liability, regulatory scrutiny and reputational damage.

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New in the latest 10-Q

33 paragraphs in the 10-Q filed Oct 20, 2026 with nothing like them in the 10-Q filed Jul 21, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

In July 2026, 3M, in partnership with Bain Capital ("Bain"), completed the acquisition of Madison Fire & Rescue ("Madison") for $ 1.9 billion, subject to closing and other adjustments, net of cash acquired. Madison offers a portfolio of rescue technology and fire-suppression products. Under related agreements, 3M and Bain established a venture as further discussed below. The allocation of purchase consideration related to Madison is considered preliminary with provisional amounts primarily related to intangible assets, working capital, and certain tax-related and liability amounts. 3M expects to finalize the allocation of purchase price within the one-year measurement-period following the acquisition. Net sales of the Madison business included in the Company’s Safety and Industrial segment for the third quarter of 2026 were approximately $ 90 million and operating income was not significant. Proforma information related to the acquisition was not considered material.

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The following table shows the preliminary amounts recognized for major classes of assets acquired and liabilities assumed, which are subject to adjustment as 3M obtains additional information during the measurement period.

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Asset/(liability) (millions, except weighted average lives) Madison Finite-lived intangible asset weighted average lives (years) ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Current and other assets 145 Property, plant, and equipment 115 Finite-lived intangible assets: Customer related 716 19 Patents and technology 88 10 Definite-lived tradenames 233 23 Goodwill 982 Accounts payable and other liabilities (91) Deferred taxes and accrued income taxes (278) Net assets acquired $ 1,910 Supplemental information: Cash paid $ 1,957 Less: cash acquired (47) Cash paid, net of cash acquired $ 1,910 The amount of goodwill expected to be deductible for tax purposes was not material.

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Under agreements related to the acquisition of Madison, 3M and Bain established a venture into which 3M placed its self-contained breathing apparatus business ("SCBA") and Bain contributed approximately $ 1.3 billion of cash. The venture utilized the contribution and drew on its term loan facility (as discussed in Note 11) to purchase Madison. 3M has 50.1 % of the venture's voting interest and consolidates it under the variable interest entity model. SCBA's historical activity (previously part of the Personal Safety division) together with the new activity of Madison beginning in July 2026 are reflected as the Fire Safety and Rescue division (also referred to as 3M Sentorum) within the Safety and Industrial segment.

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The venture results in 3M reflecting a redeemable noncontrolling interest ("RNCI"). Bain's interest is puttable to 3M five years after venture formation (making it redeemable) and callable by 3M at fair value, subject to floors and caps based on multiples of each party's initial investment. Bain's interest also includes floor return rights in the event of sale or public offering of the venture. The RNCI is presented outside of permanent equity on 3M's consolidated balance sheet. These features also result in 3M reflecting a derivative liability for Bain's net put right, which is carried at fair value as described in Note 13. The RNCI is measured at the greater of its initial carrying amount updated for its share of earnings or losses, or estimated redemption value after considering the value of the separate derivative. Adjustments for changes in estimated redemption value of the RNCI are recognized as they occur, reflected in retained earnings, and affect net income attributable to 3M common shareholders. See Note 8 for activity and changes in carrying amount of the RNCI.

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Distributions from the venture are subject to approval of both 3M and Bain. At September 30, 2026, approximately $ 0.9 billion of net assets on 3M's consolidated balance sheet are 3M's proportional interest in those of the venture.

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Goodwill: 3M periodically acquires businesses aligned with its strategic goals, such as growth markets and adjacent products or technologies. Goodwill resulting from business acquisitions is qualitatively attributable to the existing workforce of the

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(b) For the period ended September 30, 2026, finite-lived intangible asset were impacted by acquisitions as discussed in Note 3, net of retirement of certain fully amortized assets.

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Note 8. Supplemental Equity, Redeemable Noncontrolling Interest, and Comprehensive Income Information

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Equity Redeemable noncontrolling interest 3M Company Shareholders Nonredeemable noncontrolling interest Total equity (Millions) Common stock and additional paid-in capital Retained earnings Treasury stock Accumulated other comprehensive income (loss) Balance at June 30, 2026 $ 7,549 $ 38,633 $ (38,177) $ (5,053) $ 53 $ 3,005 $ — Net income (loss) including noncontrolling interests 1,414 4 1,418 (8) Adjustment to redeemable noncontrolling interest (41) (41) 41 Other comprehensive income (loss), net of tax 70 — 70 (6) Dividends declared (403) (403) — Stock-based compensation 44 44 Reacquired stock (229) (229) Issuances pursuant to stock option and benefit plans (16) 354 338 Dividend to noncontrolling interest (15) (15) — Investment by noncontrolling interest (18) (18) 944 Balance at September 30, 2026 $ 7,575 $ 39,587 $ (38,052) $ (4,983) $ 42 $ 4,169 $ 971 Balance at June 30, 2025 $ 7,354 $ 37,693 $ (35,542) $ (5,215) $ 61 $ 4,351 Net income including noncontrolling interests 834 7 841 Other comprehensive income (loss), net of tax 93 (4) 89 Dividends declared (389) (389) Stock-based compensation 52 52 Reacquired stock (473) (473) Dividend to non controlling interest (17) (17) Issuances pursuant to stock option and benefit plans (35) 256 221 Balance at September 30, 2025 $ 7,406 $ 38,103 $ (35,759) $ (5,122) $ 47 $ 4,675 Balance at December 31, 2025 $ 7,449 $ 38,258 $ (35,936) $ (5,069) $ 45 $ 4,747 $ — Net income (loss) including noncontrolling interests 3,000 15 3,015 (8) Adjustment to redeemable noncontrolling interest (41) (41) 41 Other comprehensive income (loss), net of tax 86 (3) 83 (6) Dividends declared (1,216) (1,216) — Stock-based compensation 144 144 Reacquired stock (3,232) (3,232) Issuances pursuant to stock option and benefit plans (414) 1,116 702 Dividend to noncontrolling interest (15) (15) — Investment by noncontrolling interest (18) (18) 944 Balance at September 30, 2026 $ 7,575 $ 39,587 $ (38,052) $ (4,983) $ 42 $ 4,169 $ 971 Balance at December 31, 2024 $ 7,238 $ 36,797 $ (34,462) $ (5,731) $ 52 $ 3,894 Net income including noncontrolling interests 2,673 15 2,688 Other comprehensive income (loss), net of tax 598 (4) 594 Solventum spin-off (14) 11 (3) Dividends declared (1,175) (1,175) Purchase of noncontrolling interest 1 1 Stock-based compensation 168 168 Reacquired stock (2,694) (2,694) Dividend to noncontrolling interest (17) (17) Issuances pursuant to stock option and benefit plans (178) 1,397 1,219 Balance at September 30, 2025 $ 7,406 $ 38,103 $ (35,759) $ (5,122) $ 47 $ 4,675

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In September 2026, 3M repaid $ 650 million aggregate principal amount of fixed-rate notes that matured. Also in September 2026, 3M issued € 1.5 billion aggregate principal amount of fixed-rate notes, comprised of € 500 million of 3.50 % notes due 2028, € 500 million of 3.90 % notes due 2031 and € 500 million of 4.10 % notes due 2034. As discussed further in Note 13, 3M entered into an interest rate swap that converted the € 500 million of notes due 2034 to floating rate debt.

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Future Maturities of Long-term Debt: Maturities of long-term debt in the table below reflect the impact of put provisions associated with certain debt instruments and are net of items such as unamortized debt issue costs such that total maturities equal the carrying value of long-term debt as of September 30, 2026. The maturities of long-term debt for the periods subsequent to September 30, 2026 are as follows (in millions):

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In September 2026, 3M entered into an interest rate swap that converted € 500 million principal amount of fixed rate notes due 2034 into floating rate debt based on a EuroSTR index. The amount of gain (loss) recognized in interest expense related to the fair value hedging relationship was not significant for the three and nine months ended September 30, 2026.

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The following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for active fair value hedges, as well as remaining amounts for discontinued fair value hedges:

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Carrying value of the hedged (and formerly hedged) liabilities Cumulative amount of fair value hedging adjustment included in carrying value of hedged liabilities for Location on the consolidated balance sheet (millions) Active hedges Discontinued hedges September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025 Long-term debt $ 1,507 $959 $ (12) $ $ (44) $ (44)

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The venture formed in July 2026, as described in Note 3, provides the parties with put, call, and return on investment provisions subject to certain floors and caps. The venture partner's resulting net put right is reflected separate from the venture host contract as a derivative not designated as a hedging instrument.

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The table above excludes the net derivative not designated as a hedging instrument associated with the venture-related net put right, which is carried at fair value and described earlier in this note.

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As described in Note 13, a derivative instrument related to the venture partner's net put right resulted from the venture formed in July 2026. The fair value of this net put right, which is a level 3 measurement, is determined using a binomial lattice model, which relies on assumptions, including cash flow projections, risk-free rates, public equity volatility of venture peers ( 43 % used at September 30, 2026), and details specific to the instrument's features as described in Note 3.

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In August 2026, the JPML approved motions to transfer and consolidate certain cases then pending in federal courts and involving claims by purchasers of firefighter turnout gear that do not also allege claims related to AFFF ("Non-AFFF Firefighter Turnout Gear"), into a MDL proceeding ("Non-AFFF Firefighter Turnout Gear MDL") in the U.S. District Court for the District of Minnesota. This MDL includes cases from Alabama, California, Connecticut, Illinois, New Hampshire, Minnesota, Montana, and New York filed by or on behalf of entities, including putative class members asserting claims under the U.S. Racketeer Influenced and Corrupt Organizations Act of 1970, as amended ("RICO"), conspiracy, product liability, misrepresentation, breach of warranty, negligence, unjust enrichment, consumer protection, and deceptive trade practices laws. Plaintiffs seek various forms of relief, including damages for disposal and replacement costs, property damage, restitution, and punitive damages.

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As of October 1, 2026, based upon information published by the JPML, which does not include conditional transfers, ten cases were pending in the Non-AFFF Firefighter Turnout Gear MDL. All cases in this MDL are at early stages of litigation.

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In September 2026, eight additional landowner plaintiffs filed a new lawsuit in federal court in Maine against the Company and another chemical supplier, asserting substantially similar claims as the other Maine lawsuit described above.

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In August 2026, the Company’s motion to dismiss the plaintiffs’ amended complaint was granted in part and denied in part for the putative class action, captioned Batt et al v. 3M Company, et al., that was originally filed in August 2025 in the U.S. District Court for the District of Minnesota against the Company, the Company’s Board of Directors, 3M Benefits Fund Investment Committee, and 3M Investment Management Corporation alleging a breach of fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA”). In March 2026, the plaintiffs filed the amended complaint after the Company’s motion to dismiss the original complaint was granted without prejudice. In the amended complaint, the plaintiffs allege that the defendants breached their fiduciary duties by failing to remove allegedly underperforming target date funds from the Company-sponsored 401(k) plans in a reasonable time, engaging in transactions allegedly prohibited under ERISA, and failing to monitor the fiduciaries responsible for overseeing investments in the plans. The plaintiffs also seek, among other remedies, damages, fees, and costs.

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◦ acquired intangible asset amortization and business acquisition-related costs,

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• These include acquired intangible asset amortization (see Note 4 for additional information) and business acquisition-related costs that further include:

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◦ Adjustments to redeemable noncontrolling interest and change in value of venture derivative. See Note 3 for additional information.

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The Company’s total debt at September 30, 2026, increased when compared to December 31, 2025, due to the issuance of €1.5 billion of fixed-rate notes in September 2026 and the draw of $1.43 billion under the term loan facility in July 2026 in connection with the Madison acquisition, partially offset by the September 2026 repayment of $650 million of notes upon maturity.

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3M's non-wholly owned subsidiary associated the with the Fire Safety and Rescue division has a $200 million revolving credit facility which was undrawn as of September 30, 2026.

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In July 2026, the acquisition of Madison Fire & Rescue was completed for $1.9 billion, subject to closing and other adjustments, net of cash acquired as described in Note 3.

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Debt cash flow activity included proceeds from the $1.43 billion term loan in connection with the Madison acquisition and from issuance of €1.5 billion aggregate principal amount of notes in the first nine months of 2026. This was partially offset by $650 million principal amount of debt maturities. Repayments of the fixed-rate notes are reflected in "Repayment of debt (maturities greater than 90 days)".

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Financing activities in the first nine months of 2026 included approximately $1.3 billion of proceeds from a noncontrolling interest contribution in connection with the formation of the venture associated with the Fire Safety and Rescue division (also referred to as 3M Sentorum) as discussed in Note 3.

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Controls and procedures

The Company acquired Madison Fire and Rescue ("Madison") in July 2026. Management plans to exclude Madison from its assessment of internal control over financial reporting as of December 31, 2026, as permitted by SEC guidance for businesses acquired during the year. Madison, excluding goodwill and intangible assets resulting from its acquisition, represented approximately 1 percent of the Company’s consolidated total assets as of September 30, 2026, and approximately 1 percent and less than 1 percent of consolidated net sales for the third quarter and the first nine months of 2026, respectively.

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Item 6

10.1 Credit Agreement, dated as of August 17, 2026, among 3M Company, the subsidiary borrowers and banks thereto, and JPMorgan Chase Bank, N.A., as agent.+

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+Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplementally a copy of any omitted schedule to the SEC upon request.

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Oct 20, 2026 against Item 1A of the 10-K filed Feb 3, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

What the 10-Q itself says about its risk factors:
There have been no material changes to the risk factors described in Part I, Item 1A, "Risk Factors" of the Company's Form 10-K for the year ended December 31, 2025.

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1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.

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