EX-99 2 a42622mini8-kex99.htm EX-99 Document


EXHIBIT 99

This Current Report on Form 8-K is being furnished to further update the Form 8-K dated February 11, 2022 and includes supplemental unaudited historical business segment and disaggregated revenue information that were updated as a result of the following:
Changes in the measure of segment operating performance used by 3M’s chief operating decision maker impacting 3M’s segment reporting.
The Company did not operate using this measure of segment operating performance in periods prior to the first quarter of 2022 and will begin to report comparative results under this basis with the filing of its Quarterly Report on Form 10-Q for the quarter ending March 31, 2022. Until 3M’s interim financial statements as of and for the quarter ending March 31, 2022 are issued, amounts on the updated basis are not in accordance with U.S. GAAP and, as a result, are considered non-GAAP measures.
This Form 8-K also includes supplemental unaudited historical information with respect to certain amounts adjusted for special items (non-GAAP measures). The information reflects changes in the extent of matters and charges/benefits 3M includes within special items with respect to net costs for significant litigation when presenting these non-GAAP measures.
The Company is furnishing this information as it believes it is useful to investors to aid in understanding, on a timely basis, the impacts of these changes on historical periods as they prepare to consider 3M’s future results on the updated basis.
The information contained in this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act.
Changes in the measure of segment operating performance used by 3M’s chief operating decision maker (CODM)
Note 19 to 3M’s consolidated financial statements in its 2021 Annual Report on Form 10-K describes 3M’s business segments and measure of segment operating performance used by 3M’s CODM.
Effective in the first quarter of 2022, the measure of segment operating performance used by 3M’s CODM changed and, as a result, 3M’s disclosed measure of segment profit/loss (business segment operating income) will be updated for all comparative periods presented. The change to business segment sales and operating income aligns with the update to how the CODM assesses performance and allocates resources for the Company’s business segments. The changes included the following:
Eliminating inclusion of dual credit in measure of segment operating performance
3M business segment operating performance measures were updated to no longer include dual credit to business segments for certain sales and related operating income. Management previously evaluated its business segments based on net sales and operating income performance, including dual credit reporting. 3M reflected additional (“dual”) credit to another business segment when the customer account activity (“sales district”) with respect to the particular product sold to the external customer was provided by a different business segment. For example, privacy screen protection products are primarily sold by the Display Materials and Systems Division within the Transportation and Electronics business segment; however, certain sales districts within the Consumer business segment provide the customer account activity for sales of the product to particular customers. In this example, the non-primary selling segment (Consumer) previously would also have received credit for the associated net sales initiated through its sales district and the related approximate operating income. The offset to the dual credit business segment reporting was reflected as a reconciling item entitled “Elimination of Dual Credit,” such that sales and operating income in total were unchanged.
Reflecting certain litigation-related costs in the Safety and Industrial segment's operating performance measure
3M's business segment operating performance measure with respect to its Safety and Industrial business segment was updated relative to litigation-related costs for respirator mask/asbestos litigation matters. Previously, 3M included these costs, when significant, as a special item within Corporate and Unallocated. 3M now includes all litigation-related costs associated with respirator mask/asbestos litigation matters within the Safety and Industrial business segment (along with other Safety and Industrial matters already included therein, such as those related to Combat Arms Earplugs). For the periods presented below, this change only impacted 2019.




EXHIBIT 99


The tables below provide additional information with respect to the expected impact of the changes described above on previously reported segment and disaggregated revenue information. 3M discloses business segment operating income as its measure of segment profit/loss, reconciled to both total 3M operating income and income before taxes. 
Updated Basis (non-GAAP measure)Total Year
Net Sales (Millions)First
Quarter
Second QuarterThird QuarterFourth QuarterPreviously ReportedImpact of ChangesUpdated basis (non-GAAP measure)
Safety and Industrial
2021$3,099 $3,029 $3,005 $2,848 $12,880 $(899)$11,981 
20202,733 2,487 2,820 2,932 11,734 (762)10,972 
20192,758 2,736 2,619 2,591 11,490 (786)10,704 
Transportation and Electronics
2021$2,396 $2,355 $2,327 $2,184 $9,769 $(507)$9,262 
20202,130 1,849 2,206 2,221 8,833 (427)8,406 
20192,245 2,341 2,383 2,178 9,595 (448)9,147 
Health Care
2021$2,069 $2,165 $2,173 $2,190 $9,050 $(453)$8,597 
20202,048 1,683 2,004 2,097 8,345 (513)7,832 
20191,713 1,808 1,702 2,122 7,431 (86)7,345 
Consumer
2021$1,289 $1,400 $1,434 $1,390 $5,856 $(343)$5,513 
20201,164 1,156 1,322 1,334 5,311 (335)4,976 
20191,125 1,238 1,259 1,209 5,129 (298)4,831 
Corporate and Unallocated
2021$(2)$$$— $$— $
2020— (2)(1)(2)— (2)
201922 48 28 11 109 — 109 
Elimination of Dual Credit
2021$— $— $— $— $(2,202)$2,202 $— 
2020— — — — (2,037)2,037 — 
2019— — — — (1,618)1,618 — 
Total Company
2021$8,851 $8,950 $8,942 $8,612 $35,355 $— $35,355 
20208,075 7,176 8,350 8,583 32,184 — 32,184 
20197,863 8,171 7,991 8,111 32,136 — 32,136 




EXHIBIT 99

Updated Basis (non-GAAP measure)Total Year
Operating Performance (millions)First
Quarter
Second QuarterThird QuarterFourth QuarterPreviously ReportedImpact of ChangesUpdated basis (non-GAAP measure)
Safety and Industrial
2021$752 $662 $562 $490 $2,692 $(226)$2,466 
2020645 580 723 640 2,784 (196)2,588 
2019255 572 562 477 2,373 (507)1,866 
Transportation and Electronics
2021$556 $513 $435 $376 $2,008 $(128)$1,880 
2020436 338 484 443 1,814 (113)1,701 
2019465 547 576 422 2,119 (109)2,010 
Health Care
2021$464 $548 $510 $515 $2,150 $(113)$2,037 
2020438 266 454 504 1,790 (128)1,662 
2019435 466 437 436 1,796 (22)1,774 
Consumer
2021$269 $290 $308 $295 $1,248 $(86)$1,162 
2020243 259 321 296 1,203 (84)1,119 
2019205 246 279 271 1,075 (74)1,001 
Elimination of Dual Credit
2021$— $— $— $— $(553)$553 $— 
2020— — — — (521)521 — 
2019— — — — (399)399 — 
Total business segment operating income
2021$2,041 $2,013 $1,815 $1,676 $7,545 $— $7,545 
20201,762 1,443 1,982 1,883 7,070 — 7,070 
20191,360 1,831 1,854 1,606 6,964 (313)6,651 
Corporate and Unallocated
2021$(47)$(42)$(27)$(60)$(176)$— $(176)
2020(99)297 (73)(34)91 — 91 
2019(224)(129)157 (281)(790)313 (477)
Total Company operating income
2021$1,994 $1,971 $1,788 $1,616 $7,369 $— $7,369 
20201,663 1,740 1,909 1,849 7,161 — 7,161 
20191,136 1,702 2,011 1,325 6,174 — 6,174 
Other expense/(income), net
2021$165 $— $165 
2020366 — 366 
2019531 — 531 
Income before income taxes
2021$7,204 $— $7,204 
20206,795 — 6,795 
20195,643 — 5,643 




EXHIBIT 99

Disaggregated revenue information
Updated Basis (non-GAAP measure)
Year ended December 31,
Net Sales (Millions)202120202019
Abrasives$1,296 $1,077 $1,280 
Automotive Aftermarket1,164 1,028 1,152 
Closure and Masking Systems1,033 993 1,111 
Electrical Markets1,229 1,093 1,180 
Industrial Adhesives and Tapes2,353 2,000 2,114 
Personal Safety4,470 4,408 3,472 
Roofing Granules428 389 366 
Other Safety and Industrial(16)29 
Total Safety and Industrial Business Segment11,981 10,972 10,704 
Advanced Materials1,200 1,029 1,236 
Automotive and Aerospace1,756 1,522 1,806 
Commercial Solutions1,717 1,486 1,733 
Electronics3,673 3,497 3,446 
Transportation Safety907 880 932 
Other Transportation and Electronics(8)(6)
Total Transportation and Electronics Business Segment9,262 8,406 9,147 
Drug Delivery— 146 371 
Food Safety368 337 337 
Health Information Systems1,220 1,140 1,177 
Medical Solutions4,632 4,288 3,361 
Oral Care1,420 1,071 1,320 
Separation and Purification Sciences956 848 784 
Other Health Care(5)
Total Health Care Business Group8,597 7,832 7,345 
Consumer Health and Safety588 540 583 
Home Care1,074 1,043 968 
Home Improvement2,548 2,260 2,001 
Stationery and Office1,306 1,132 1,286 
Other Consumer(3)(7)
Total Consumer Business Group5,513 4,976 4,831 
Corporate and Unallocated(2)109 
Total Company$35,355 $32,184 $32,136 




EXHIBIT 99

Changes to Non-GAAP Measures - Certain Amounts Adjusted for Special Items and Adjusted EBITDA
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. Operating income, segment operating income, 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. The 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.
The discussion and tables below include information with respect to historical amounts adjusted for special items (non-GAAP measures) reflective of the changes in measure of segment operating performance and non-GAAP measures described above.
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. Net costs include the impacts of changes in accrued liabilities, external legal fees, and insurance recoveries, along with associated tax impacts. Net costs related to respirator mask/asbestos and Combat Arms Earplugs matters are reflected as special items in the Safety and Industrial business segment while those associated with PFAS-related other environmental matters are primarily reflected as corporate special items in Corporate and Unallocated. With respect to 2019, the after-tax charge includes a reduction in tax expense related to resolution of tax treatment with authorities regarding the previously disclosed 2018 agreement reached with the State of Minnesota that resolved the Natural Resources Damages lawsuit.
Gain/loss on sale of businesses:
In 2020, 3M recorded a pre-tax gain of $2 million ($1 million loss after tax) related to the sale of its advanced ballistic-protection business and recognition of certain contingent consideration and a pre-tax gain of $387 million ($304 million after tax) related to the sale of its drug delivery business.
In the first quarter of 2019, 3M recorded a gain related to the sale of certain oral care technology comprising a business in addition to reflecting an earnout on a previous divestiture, which together resulted in a net gain of $8 million ($7 million after tax). In the second quarter of 2019, as a result of a “held for sale” tax benefit related to the legal entities associated with the pending divestiture of the Company’s gas and flame detection business, 3M recorded an after-tax gain of $43 million. In the third quarter of 2019, 3M recorded a gain related to the divestiture of the Company’s gas and flame detection business and an immaterial impact as a result of measuring a disposal group at the lower of its carrying amount or fair value less cost to sell, which in aggregate resulted in a pre-tax gain of $106 million ($79 million after tax).
Divestiture-related restructuring actions:
In 2020, following the divestiture of substantially all of the drug delivery business, management approved and committed to undertake certain restructuring actions addressing corporate functional costs and manufacturing footprint across 3M in relation to the magnitude of amounts previously allocated/burdened to the divested business. As a result, 3M recorded a pre-tax charge of $55 million ($46 million after tax) and made a subsequent immaterial adjustment thereto.
Loss on deconsolidation of Venezuelan subsidiary:
In 2019, 3M recorded a pre-tax charge of $162 million related to the deconsolidation of the Company’s Venezuelan subsidiary.




EXHIBIT 99

Operating IncomeIncome Before
Taxes
Provision for
Income Taxes
Effective Tax
Rate
Net Income
Attribut-able to
3M
Earnings per
Diluted Share
Earnings per
diluted share
percent change
(Dollars in millions, except per share amounts)Safety and IndustrialSafety and Industrial MarginTotal Company

Total Company Margin
Year ended December 31, 2019 updated basis (non-GAAP measure)$1,86617.4%$6,17419.2 %$5,643$1,11419.7 %$4,517$7.72
Adjustments for special items:
Net costs for significant litigation371 851 851 194 657 1.12 
Gain/loss on sale of business— (114)(114)15 (129)(0.22)
Loss on deconsolidation of Venezuelan subsidiary— — 162 — 162 0.28 
Year ended December 31, 2019 adjusted amounts (non-GAAP measures)$2,23720.9%$6,91121.5 %$6,542$1,32320.2 %$5,207$8.90
Year ended December 31, 2020 updated basis (non-GAAP measure)$2,58823.6%$7,16122.3 %$6,795$1,33719.7 %$5,449$9.3621 %
Adjustments for special items:
Net costs for significant litigation205 353 353 136 217 0.37 
Gain/loss on sale of business(389)(389)(86)(303)(0.52)
Divestiture-related restructuring55559460.08
Year ended December 31, 2020 adjusted amounts (non-GAAP measures)$2,79325.5%$7,18022.3 %$6,814$1,39620.5 %$5,409$9.29%
Year ended December 31, 2021 updated basis (non-GAAP measure)$2,46620.6%$7,36920.8 %$7,204$1,28517.8 %$5,921$10.12%
Adjustments for special items:
Net costs for significant litigation249 463 463 104 359 0.61 
Year ended December 31, 2021 adjusted amounts (non-GAAP measures)$2,71522.7%$7,83222.2 %$7,667$1,38918.1 %$6,280$10.7316 %

Operating IncomeIncome Before
Taxes
Provision for
Income Taxes
Effective Tax
Rate
Net Income
Attribut-able to
3M
Earnings per
Diluted Share
Earnings per
diluted share
percent change
(Dollars in millions, except per share amounts)Safety and IndustrialSafety and Industrial MarginTotal Company

Total Company Margin
Three months ended March 31, 2020 updated basis (non-GAAP measure)$64523.6%$1,66320.6 %$1,588$27817.5 %$1,308$2.25
Adjustments for special items:
Net costs for significant litigation23 60 60 66 (6)(0.01)
Gain/loss on sale of business(2)(2)(3)1
Three months ended March 31, 2020 adjusted amounts (non-GAAP measures)$66824.4%$1,72121.3 %$1,646$34120.8 %$1,303$2.24
Three months ended March 31, 2021 updated basis (non-GAAP measure)$75224.3%$1,99422.5 %$1,945$31916.4 %$1,624$2.7723 %
Adjustments for special items:
Net costs for significant litigation65 135 135 32 103 0.18 
Three months ended March 31, 2021 adjusted amounts (non-GAAP measures)$81726.4%$2,12924.1 %$2,080$35116.9 %$1,727$2.9532 %




EXHIBIT 99

Operating IncomeIncome Before
Taxes
Provision for
Income Taxes
Effective Tax
Rate
Net Income
Attribut-able to
3M
Earnings per
Diluted Share
Earnings per
diluted share
percent change
(Dollars in millions, except per share amounts)Safety and IndustrialSafety and Industrial MarginTotal Company

Total Company Margin
Three months ended June 30, 2020 updated basis (non-GAAP measure)$58023.3%$1,74024.3 %$1,650$34721 %$1,306$2.25
Adjustments for special items:
Net costs for significant litigation34 34 26 0.04 
Gain/loss on sale of business(387)(387)(83)(304)(0.52)
Divestiture-related restructuring55559460.08
Three months ended June 30, 2020 adjusted amounts (non-GAAP measures)$58623.6%$1,44220.1 %$1,352$28120.8 %$1,074$1.85
Three months ended June 30, 2021 updated basis (non-GAAP measure)$66221.8%$1,97122.0 %$1,938$41521.5 %$1,524$2.5915 %
Adjustments for special items:
Net costs for significant litigation52 127 127 30 97 0.16 
Three months ended June 30, 2021 adjusted amounts (non-GAAP measures)$71423.6%$2,09823.4 %$2,065$44521.6 %$1,621$2.7549 %
Operating IncomeIncome Before
Taxes
Provision for
Income Taxes
Effective Tax
Rate
Net Income
Attribut-able to
3M
Earnings per
Diluted Share
Earnings per
diluted share
percent change
(Dollars in millions, except per share amounts)Safety and IndustrialSafety and Industrial MarginTotal Company

Total Company Margin
Three months ended September 30, 2020 updated basis (non-GAAP measure)$72325.6%$1,90922.9 %$1,826$39121.5 %$1,430$2.45
Adjustments for special items:
Net costs for significant litigation27 40 40 10 30 0.06 
Three months ended September 30, 2020 adjusted amounts (non-GAAP measures)$75026.6%$1,94923.3 %$1,866$40121.5 %$1,460$2.51
Three months ended September 30, 2021 updated basis (non-GAAP measure)$56218.7%$1,78820.0 %$1,757$32418.4 %$1,434$2.45— %
Adjustments for special items:
Net costs for significant litigation60 97 97 18 79 0.13 
Three months ended September 30, 2021 adjusted amounts (non-GAAP measures)$62220.7%$1,88521.1 %$1,854$34218.5 %$1,513$2.58%




EXHIBIT 99

Operating IncomeIncome Before
Taxes
Provision for
Income Taxes
Effective Tax
Rate
Net Income
Attribut-able to
3M
Earnings per
Diluted Share
Earnings per
diluted share
percent change
(Dollars in millions, except per share amounts)Safety and IndustrialSafety and Industrial MarginTotal Company

Total Company Margin
Three months ended December 31, 2020 updated basis (non-GAAP measure)$64021.8%$1,84921.5 %$1,731$32118.6 %$1,405$2.41
Adjustments for special items:
Net costs for significant litigation149 219 219 52 167 0.28 
Three months ended December 31, 2020 adjusted amounts (non-GAAP measures)$78926.9%$2,06824.1 %$1,950$37319.1 %$1,572$2.69
Three months ended December 31, 2021 updated basis (non-GAAP measure)$49017.2%$1,61618.8 %$1,564$22714.5 %$1,339$2.31(4)%
Adjustments for special items:
Net costs for significant litigation72 104 104 24 80 0.14 
Three months ended December 31, 2021 adjusted amounts (non-GAAP measures)$56219.7%$1,72020.0 %$1,668$25115.1 %$1,419$2.45(9)%

Year ended December 31,
Adjusted EBITDA (non-GAAP measure) (dollars in millions)202120202019
Net sales$35,355 $32,184 $32,136 
Net income attributable to 3M5,921 5,449 4,517 
Add/(subtract):
Net income/(loss) attributable to noncontrolling interest12 
(Income)/loss from unconsolidated subsidiaries, net of taxes(10)— 
Provision for income taxes1,285 1,337 1,114 
Other expense/(income):
Interest (Income)/expense462 500 368 
Pension & OPEB non-service cost (benefit)(297)(134)
Loss on deconsolidation of Venezuelan subsidiary— — 162 
Depreciation and amortization expense1,915 1,911 1,593 
Adjustments for special items:
Net costs for significant litigation463 353 851 
(Gain)/loss on sale of businesses— (389)(114)
Divestiture-related restructuring actions— 55 — 
Adjusted EBITDA(a)
$9,747 $9,091 $8,504 
Adjusted EBITDA margin(a)
27.6 %28.2 %26.5 %
_________________________
(a)Adjusted EBITDA and adjusted EBITDA margin are not defined under U.S. GAAP. Therefore, adjusted EBITDA and adjusted EBITDA margin should not be considered a substitute for other measures prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. The Company defines adjusted EBITDA as net income attributable to 3M, adjusted for net income/(loss) attributable to noncontrolling interest, (income)/loss from unconsolidated subsidiaries, provision for income taxes, other expense/(income), depreciation and amortization expense, and special items. For business segments, the Company defines adjusted EBITDA as business segment operating income (3M’s measure of segment operating performance) adjusted for depreciation and amortization expense and special items. The Company defines adjusted EBITDA margin as adjusted EBITDA divided by net sales. Special items for the periods presented include the items described in the section above entitled “Description of Special Items”. The Company considers these non-GAAP measures in evaluating and managing the Company’s operations. The Company believes adjusted EBITDA and adjusted EBITDA margin are meaningful to investors as they provide useful analyses of ongoing underlying operating trends.