M Reports Third-Quarter 2022 Results Third-Quarter Highlights Company reports GAAP earnings per share of $6.77. Adjusted earnings per share of $2.69, excluding the impact of special items. Q3 2022 Q3 2021 GAAP EPS $ 6.77

3M Reports Third-Quarter 2022 Results

Third-Quarter Highlights

Company reports GAAP earnings per share of $6.77.

Adjusted earnings per share of $2.69, excluding the impact of special items.

Sales of $8.6 billion, down 4 percent year-on-year, which included impacts of negative 1 percent from divestitures and negative 5 percent from foreign currency translation due to strength of U.S. dollar.

Organic sales growth of 2 percent year-on-year which included a 1.4 percentage point headwind from the decline in disposable respirator demand.

Operating cash flow was $1.5 billion, down 18 percent year-on-year, while adjusted free cash flow was $1.4 billion, down 16 percent year-on-year.

3M returned $1.0 billion to shareholders via dividends and gross share repurchases.

Received approximately $1 billion in consideration and reduced outstanding shares by 16 million via exchange offer due to Food Safety divestiture.

ST. PAUL, Minn. - October 25, 2022 3M (NYSE MMM) today reported third-quarter 2022 results.

"We continue to execute our strategies and deliver for our customers in a highly uncertain environment," said 3M chairman and CEO Mike Roman. "Excluding the impact of the decline in disposable respirator sales, our team posted over 3 percent organic growth. We delivered sequential and year-over-year margin expansion, amidst macroeconomic challenges and the strengthening U.S. dollar."

"We continue to position 3M for the future through investments for growth, productivity and sustainability, along with active portfolio management," Roman continued. "This quarter we divested our food safety business and began executing the work-streams to successfully spin our Health Care business, resulting in two world-class, public companies."

3M updated its full-year sales and earnings expectations to reflect the continued strengthening of the U.S. dollar and the uncertain macroeconomic environment.

Total sales growth -3.5 to -3.0 percent vs. -2.5 to -0.5 percent prior

Organic sales growth 1.5 to 2.0 percent vs. 1.5 to 3.5 percent prior

Acquisition and divestiture sales growth -0.5 percent vs. 0 percent prior

Foreign currency translation impact on sales -4.5 percent vs. -4.0 percent prior

Adjusted earnings per share $10.10 to $10.35 vs. $10.30 to $10.80 prior

Operating cash flow of $6.8 to $7.4 billion contributing to 85% to 95% adjusted free cash flow conversion

See the "Supplemental Financial Information Non-GAAP Measures" section for applicable information.

As further discussed at * therein, 3M cannot, without unreasonable effort, forecast certain items required to develop meaningful comparable GAAP financial measures and, therefore, does not provide them on a forward-looking basis reflecting these items.

3M will conduct an investor teleconference at 9 a.m. EDT (8 a.m. CDT) today. Investors can access this conference via the following

Live webcast at http investors.3M.com.

Call 800-762-2596 within the U.S. or +1 212-231-2916 outside the U.S. Please join the call at least 10 minutes before the start time.

Go to 3M's Investor Relations website at http investors.3M.com and click on "Quarterly Earnings."

Call 800-633-8284 within the U.S. or +1 402-977-9140 outside the U.S. (for both U.S. and outside the U.S., the access code is 21999291). The telephone replay will be available until 11 30 a.m. EDT (10 30 a.m. CDT) on October 31, 2022.

Forward-Looking Statements

This news release contains forward-looking information about 3M's financial results and estimates and business prospects that involve substantial risks and uncertainties. You can identify these statements by the use of words such as anticipate, estimate, expect, aim, project, intend, plan, believe, will, should, could, target, forecast and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or business plans or prospects. Among the factors that could cause actual results to differ materially are the following (1) worldwide economic, political, regulatory, capital markets and other external conditions and other factors beyond the Company's control, including natural and other disasters or climate change affecting the operations of the Company or its customers and suppliers (2) risks related to public health crises such as the global pandemic associated with the coronavirus (COVID-19) (3) foreign currency exchange rates and fluctuations in those rates (4) liabilities related to certain fluorochemicals, including lawsuits concerning various PFAS-related products and chemistries, and claims and governmental regulatory proceedings and inquiries related to PFAS in a variety of jurisdictions (5) legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2021, as updated by the Company's Current Report on Form 8-K dated April 26, 2022, and any subsequent quarterly reports on Form 10-Q (the Reports ) (6) competitive conditions and customer preferences (7) the timing and market acceptance of new product offerings (8) the availability and cost of purchased components, compounds, raw materials and energy (including oil and natural gas and their derivatives) due to shortages, increased demand or supply interruptions (including those caused by natural and other disasters and other events) (9) unanticipated problems or delays with the phased implementation of a global enterprise resource planning (ERP) system, or security breaches and other disruptions to the Company's information technology infrastructure (10) the impact of acquisitions, strategic alliances, divestitures, and other unusual events resulting from portfolio management actions and other evolving business strategies, and possible organizational restructuring (11) operational execution, including scenarios where the Company generates fewer productivity improvements than estimated (12) financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans (13) the Company's credit ratings and its cost of capital (14) tax-related external conditions, including changes in tax rates, laws or regulations (15) matters relating to the proposed spin-off of the Company's Health Care business, including whether the transaction will be completed, or if completed, will be on the expected terms the risk that the expected benefits will not be realized the risk that the costs or dis-synergies will exceed the anticipated amounts the ability to satisfy the various closing conditions potential business disruption the diversion of management time the impact of the transaction (or its pendency) on the Company's ability to retain talent potential impacts on the Company's relationships with its customers, suppliers, employees, regulators and other counterparties the ability to realize the desired tax treatment (including whether an Internal Revenue Service private letter ruling will be sought or obtained) the risk that any consents or approvals required will not be obtained risks associated with financings that may be undertaken and indebtedness that may be incurred in connection with the transaction and (16) matters relating to the voluntary chapter 11 proceedings of the Company's subsidiary Aearo Technologies and certain of its affiliates (the "Aearo Entities"), including legal risks related to the chapter 11 proceedings potential impacts to the Company's reputation and its relationships with customers, suppliers, employees, regulators and other counterparties and community members potential impacts to the Company's liquidity or results of operations, including risks related to the amount that will be necessary to fully and finally resolve all of the Company's obligations to make payments to resolve such claims under the terms of its funding and indemnification agreement with the Aearo Entities and the Aearo Entities' ability to navigate the chapter 11 proceedings to obtain approval and consummation of a plan of reorganization. Changes in such assumptions or factors could produce significantly different results. A further description of these factors is located in the Reports under Cautionary Note Concerning Factors That May Affect Future Results and Risk Factors in Part I, Items 1 and 1A (Annual Report) and in Part I, Item 2 and Part II, Item 1A (Quarterly Reports). The Company assumes no obligation to update any forward-looking statements discussed herein as a result of new information or future events or developments.

3M Company and Subsidiaries

CONSOLIDATED STATEMENT OF INCOME

(Millions, except per-share amounts)

3M Company and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in millions)

3M Company and Subsidiaries

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in millions)

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

NON-GAAP MEASURES (CONTINUED)

* 3M cannot, without unreasonable effort, forecast certain items required to develop meaningful comparable GAAP financial measures and, therefore, does not provide them on a forward-looking basis reflecting these items. These include, but are not limited to, special items such as net costs for significant litigation, projected divestiture gains, divestiture costs, and divestiture-related restructuring. This is due to limitations in predicting with reasonable certainty the timing and ultimate outcome of significant litigation, certain conditions outside of 3M's control regarding divestitures, the meaningful amount and timing of costs involved over the duration of an announced segment-sized divestiture, and numerous other conditions outside of 3M's control. 3M believes these limitations would result in a range of projected values so broad as to not be meaningful to investors. For these reasons, 3M believes that the probable significance of such information is low. Additionally, for similar reasons, 3M does not include the impact of potentially-divested businesses on expected operations in the forecasted outlook guidance it provides until close of a transaction. Information with respect to special items for applicable historical periods is included herein.

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(a)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. Special items for the periods presented include the items described in the section entitled "Description of Special Items". Operating income (loss), 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 (loss) are reflected in Corporate and Unallocated, except as described with respect to net costs for significant litigation in the "Description of Special Items" section. 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 information provided herein reflects the impacts of these changes for all periods presented.

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

NON-GAAP MEASURES (CONTINUED)

* 3M cannot, without unreasonable effort, forecast certain items required to develop meaningful comparable GAAP financial measures and, therefore, does not provide them on a forward-looking basis reflecting these items. These include, but are not limited to, special items such as net costs for significant litigation, projected divestiture gains, divestiture costs, and divestiture-related restructuring. This is due to limitations in predicting with reasonable certainty the timing and ultimate outcome of significant litigation, certain conditions outside of 3M's control regarding divestitures, the meaningful amount and timing of costs involved over the duration of an announced segment-sized divestiture, and numerous other conditions outside of 3M's control. 3M believes these limitations would result in a range of projected values so broad as to not be meaningful to investors. For these reasons, 3M believes that the probable significance of such information is low. Additionally, for similar reasons, 3M does not include the impact of potentially-divested businesses on expected operations in the forecasted outlook guidance it provides until close of a transaction. Information with respect to special items for applicable historical periods is included herein.

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

NON-GAAP MEASURES (CONTINUED)

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(b)Adjusted free cash flow and adjusted free cash flow conversion are not defined under U.S. GAAP. Therefore, they should not be considered a substitute for income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. The Company defines adjusted free cash flow as net cash provided by operating activities, adjusted for special items, less purchases of property, plant and equipment. Cash payments associated with special items in the determination of adjusted free cash flow are reflected net of applicable tax using the U.S. statutory corporate tax rate during the period of payment. It should not be inferred that the entire adjusted free cash flow amount is available for discretionary expenditures. The Company defines adjusted free cash flow conversion as adjusted free cash flow divided by net income attributable to 3M, adjusted for special items. Special items for the periods presented include the items described in section entitled "Description of Special Items". The Company believes adjusted free cash flow and adjusted free cash flow conversion are meaningful to investors as they are useful measures of performance and the Company uses these measures as an indication of the strength of the company and its ability to generate cash.

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

NON-GAAP MEASURES (CONTINUED)

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

NON-GAAP MEASURES (CONTINUED)

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

NON-GAAP MEASURES (CONTINUED)

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(c) 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 (loss) (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 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.

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

NON-GAAP MEASURES (CONTINUED)

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(d) 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 an important indicator of liquidity and a guiding measure of capital structure strategy.

Description of Special Items

In addition to reporting financial results in accordance with U.S. GAAP, the Company also provides various non-GAAP measures that incorporate adjustments for the impacts of special items. Special items incorporated in the preparation of these non-GAAP measures for the periods presented include the items described below

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 the 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. In the third quarter of 2022 and 2021, 3M made payments of approximately $318 million and $105 million, respectively, related to net costs for significant litigation. In the first nine months of 2022 and 2021, 3M made payments of approximately $681 million and $258 million, respectively, related to net costs for significant litigation.

These include costs related to separating and divesting substantially an entire business segment of 3M following public announcement of its intended divestiture. In the third quarter and first nine months of 2022, 3M made payments of approximately $3 million associated with divestiture costs.

Gain loss on sale of businesses

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.

Divestiture-related restructuring actions

In the third quarter of 2022, following the split-off of the Food Safety business, 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. In the third quarter of 2022 and 2021, 3M made payments of approximately $4 million and $2 million, respectively, associated with divestiture-related restructuring actions. In the first nine months of 2022 and 2021, 3M made payments of approximately $5 million and $7 million, respectively, associated with divestiture-related restructuring actions.

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. In the third quarter and first nine months of 2022, 3M made payments of approximately $2 million, related to Russia exit charges.

3M Company and Subsidiaries

SUPPLEMENTAL FINANCIAL INFORMATION

NON-GAAP MEASURES (CONTINUED)

Enactment measurement period adjustments related to the Tax Cuts and Jobs Act (TCJA)

In the first nine months of 2022 and 2021, 3M made payments of approximately $68 million and $77 million, related to the transition tax expense incurred as a result of the 2017 enactment of the TCJA.