mmm-20220726

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 26, 2022

3M COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

File No. 1-3285

41-0417775

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3M Center, St. Paul, Minnesota

55144-1000

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (651) 733-1110

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $.01 Per Share

MMM

New York Stock Exchange

MMM

Chicago Stock Exchange, Inc.

0.950% Notes due 2023

MMM23

New York Stock Exchange

1.500% Notes due 2026

MMM26

New York Stock Exchange

1.750% Notes due 2030

MMM30

New York Stock Exchange

1.500% Notes due 2031

MMM31

New York Stock Exchange

Note: The common stock of the Registrant is also traded on the SWX Swiss Exchange.

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On July 26, 2022, 3M Company issued a press release reporting second-quarter 2022 financial results and updating its full-year 2022 outlook (attached hereunder as Exhibit 99.1 and incorporated herein by reference).

Item 8.01. Other Events

On July 26, 2022, the Company issued a press release announcing its intent to spin off its Health Care business, resulting in two standalone public companies, in a transaction that is intended to be tax-free for the Company’s stockholders for U.S. federal income tax purposes. The press release is attached hereunder as Exhibit 99.2 and incorporated herein by reference.

Also on July 26, 2022, the Company issued a press release announcing that its wholly-owned subsidiary Aearo Technologies and certain of its related entities (the “Aearo Entities”) have voluntarily initiated chapter 11 proceedings under the U.S. Bankruptcy Code to address potential liabilities related to Dual-Ended Combat Arms – Version 2 earplugs and mask/respirator products historically manufactured and sold by the Aearo Entities. In consideration of the Aearo Entities’ agreement to indemnify the Company for such liabilities, the Company has entered into a funding and indemnification agreement with the Aearo Entities to fund a trust to resolve all claims determined to be entitled to compensation and to support the Aearo Entities as they continue to operate during the chapter 11 proceedings, as set forth in the agreement. The press release is attached hereunder as Exhibit 99.3 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description
99.1						Press Release, dated as of July 26, 2022, of 3M Company (furnished pursuant to Item 2.02 hereof)
99.2						Press Release, dated as of July 26, 2022, of 3M Company (filed pursuant to Item 8.01 hereof)
99.3						Press Release, dated as of July 26, 2022, of 3M Company (filed pursuant to Item 8.01 hereof)
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			3M COMPANY

			By:			/s/ Michael M. Dai

						Michael M. Dai,
						Vice President, Associate General Counsel & Secretary

Dated: July 26, 2022