Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2014
 
Commission file number:  1-3285
 
3M COMPANY
(Exact name of registrant as specified in its charter)

DELAWARE	 	41-0417775	
(State or other jurisdiction of	 	(I.R.S. Employer	
incorporation or organization)	 	Identification No.)	
 	 	 	
3M Center, St. Paul, Minnesota	 	55144	
(Address of principal executive offices)	 	(Zip Code)	
 
(651) 733-1110
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x   No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	 	Accelerated filer  o	
 	 	 	
Non-accelerated filer  o (Do not check if a smaller reporting company)	 	Smaller reporting company  o	
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o   No  x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	 	Outstanding at September 30, 2014	
Common Stock, $0.01 par value per share	 	640,818,842 shares	
 
This document (excluding exhibits) contains 80 pages.
The table of contents is set forth on page 2.
The exhibit index begins on page 77.

 

Table of Contents
 
3M COMPANY
Form 10-Q for the Quarterly Period Ended September 30, 2014 
TABLE OF CONTENTS

 	 	BEGINNING
PAGE	
PART I	FINANCIAL INFORMATION	 	
 	 	 	
ITEM 1.	Financial Statements	 	
 	 	 	
 	Index to Financial Statements:	 	
 	Consolidated Statement of Income	3	
 	Consolidated Statement of Comprehensive Income	4	
 	Consolidated Balance Sheet	5	
 	Consolidated Statement of Cash Flows	6	
 	Notes to Consolidated Financial Statements	 	
 	Note 1.   Significant Accounting Policies	7	
 	Note 2.   Acquisitions and Divestitures	9	
 	Note 3.   Goodwill and Intangible Assets	11	
 	Note 4.   Supplemental Equity and Comprehensive Income Information	13	
 	Note 5.   Income Taxes	19	
 	Note 6.   Marketable Securities	20	
 	Note 7.   Long-Term Debt and Short-Term Borrowings	22	
 	Note 8.   Pension and Postretirement Benefit Plans	23	
 	Note 9.   Derivatives	25	
 	Note 10. Fair Value Measurements	34	
 	Note 11. Commitments and Contingencies	38	
 	Note 12. Stock-Based Compensation	46	
 	Note 13. Business Segments	50	
 	Report of Independent Registered Public Accounting Firm	52	
 	 	 	
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	
 	Index to Management’s Discussion and Analysis:	 	
 	Overview	53	
 	Results of Operations	56	
 	Performance by Business Segment	60	
 	Financial Condition and Liquidity	66	
 	Cautionary Note Concerning Factors That May Affect Future Results	72	
 	 	 	
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	72	
 	 	 	
ITEM 4.	Controls and Procedures	73	
 	 	 	
PART II	OTHER INFORMATION	 	
 	 	 	
ITEM 1.	Legal Proceedings	74	
 	 	 	
ITEM 1A.	Risk Factors	74	
 	 	 	
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76	
 	 	 	
ITEM 3.	Defaults Upon Senior Securities	76	
 	 	 	
ITEM 4.	Mine Safety Disclosures	76	
 	 	 	
ITEM 5.	Other Information	76	
 	 	 	
ITEM 6.	Exhibits	77	
 
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3M COMPANY
FORM 10-Q
For the Quarterly Period Ended September 30, 2014
PART I.  Financial Information 
 
Item 1.  Financial Statements. 
 
3M Company and Subsidiaries
Consolidated Statement of Income 
(Unaudited)

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
(Millions, except per share amounts)	 	2014	 	2013	 	2014	 	2013	 	
Net sales	 	$	8,137	 	$	7,916	 	$	24,102	 	$	23,302	 	
Operating expenses	 	 	 	 	 	 	 	 	 	
Cost of sales	 	4,205	 	4,148	 	12,420	 	12,130	 	
Selling, general and administrative expenses	 	1,597	 	1,609	 	4,875	 	4,808	 	
Research, development and related expenses	 	434	 	420	 	1,334	 	1,277	 	
Total operating expenses	 	6,236	 	6,177	 	18,629	 	18,215	 	
Operating income	 	1,901	 	1,739	 	5,473	 	5,087	 	
 	 	 	 	 	 	 	 	 	 	
Interest expense and income	 	 	 	 	 	 	 	 	 	
Interest expense	 	28	 	33	 	110	 	113	 	
Interest income	 	(7	)	(10	)	(25	)	(30	)	
Total interest expense — net	 	21	 	23	 	85	 	83	 	
 	 	 	 	 	 	 	 	 	 	
Income before income taxes	 	1,880	 	1,716	 	5,388	 	5,004	 	
Provision for income taxes	 	569	 	471	 	1,569	 	1,399	 	
Net income including noncontrolling interest	 	$	1,311	 	$	1,245	 	$	3,819	 	$	3,605	 	
 	 	 	 	 	 	 	 	 	 	
Less: Net income attributable to noncontrolling interest	 	8	 	15	 	42	 	49	 	
 	 	 	 	 	 	 	 	 	 	
Net income attributable to 3M	 	$	1,303	 	$	1,230	 	$	3,777	 	$	3,556	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average 3M common shares outstanding — basic	 	645.3	 	679.8	 	652.9	 	686.4	 	
Earnings per share attributable to 3M common shareholders — basic	 	$	2.02	 	$	1.81	 	$	5.78	 	$	5.18	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average 3M common shares outstanding — diluted	 	657.9	 	691.8	 	665.7	 	697.7	 	
Earnings per share attributable to 3M common shareholders — diluted	 	$	1.98	 	$	1.78	 	$	5.67	 	$	5.10	 	
 	 	 	 	 	 	 	 	 	 	
Cash dividends paid per 3M common share	 	$	0.855	 	$	0.635	 	$	2.565	 	$	1.905	 	
 
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
 
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3M Company and Subsidiaries
Consolidated Statement of Comprehensive Income 
(Unaudited)

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
(Millions)	 	2014	 	2013	 	2014	 	2013	 	
Net income including noncontrolling interest	 	$	1,311	 	$	1,245	 	$	3,819	 	$	3,605	 	
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	
Cumulative translation adjustment	 	(603	)	284	 	(456	)	(393	)	
Defined benefit pension and postretirement plans adjustment	 	59	 	92	 	180	 	268	 	
Debt and equity securities, unrealized gain (loss)	 	(1	)	2	 	1	 	(2	)	
Cash flow hedging instruments, unrealized gain (loss)	 	68	 	(24	)	61	 	8	 	
Total other comprehensive income (loss), net of tax	 	(477	)	354	 	(214	)	(119	)	
Comprehensive income (loss) including noncontrolling interest	 	834	 	1,599	 	3,605	 	3,486	 	
Comprehensive (income) loss attributable to noncontrolling interest	 	2	 	(13	)	(48	)	10	 	
Comprehensive income (loss) attributable to 3M	 	$	836	 	$	1,586	 	$	3,557	 	$	3,496	 	
 
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
 
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3M Company and Subsidiaries
Consolidated Balance Sheet 
(Unaudited)

 	 	September 30,	 	December 31,	 	
(Dollars in millions, except per share amount)	 	2014	 	2013	 	
Assets	 	 	 	 	 	
Current assets	 	 	 	 	 	
Cash and cash equivalents	 	$	1,929	 	$	2,581	 	
Marketable securities — current	 	767	 	756	 	
Accounts receivable — net	 	4,711	 	4,253	 	
Inventories	 	 	 	 	 	
Finished goods	 	1,850	 	1,790	 	
Work in process	 	1,167	 	1,139	 	
Raw materials and supplies	 	928	 	935	 	
Total inventories	 	3,945	 	3,864	 	
Other current assets	 	1,329	 	1,279	 	
Total current assets	 	12,681	 	12,733	 	
Marketable securities — non-current	 	1,105	 	1,453	 	
Investments	 	108	 	122	 	
Property, plant and equipment	 	23,095	 	23,068	 	
Less: Accumulated depreciation	 	(14,596	)	(14,416	)	
Property, plant and equipment — net	 	8,499	 	8,652	 	
Goodwill	 	7,213	 	7,345	 	
Intangible assets — net	 	1,516	 	1,688	 	
Prepaid pension benefits	 	720	 	577	 	
Other assets	 	934	 	980	 	
Total assets	 	$	32,776	 	$	33,550	 	
 	 	 	 	 	 	
Liabilities	 	 	 	 	 	
Current liabilities	 	 	 	 	 	
Short-term borrowings and current portion of long-term debt	 	$	2,119	 	$	1,683	 	
Accounts payable	 	1,796	 	1,799	 	
Accrued payroll	 	728	 	708	 	
Accrued income taxes	 	382	 	417	 	
Other current liabilities	 	2,680	 	2,891	 	
Total current liabilities	 	7,705	 	7,498	 	
Long-term debt	 	5,225	 	4,326	 	
Pension and postretirement benefits	 	1,849	 	1,794	 	
Other liabilities	 	1,791	 	1,984	 	
Total liabilities	 	$	16,570	 	$	15,602	 	
Commitments and contingencies (Note 11)	 	 	 	 	 	
 	 	 	 	 	 	
Equity	 	 	 	 	 	
3M Company shareholders’ equity:	 	 	 	 	 	
Common stock par value, $.01 par value, 944,033,056 shares issued	 	$	9	 	$	9	 	
Additional paid-in capital	 	4,277	 	4,375	 	
Retained earnings	 	34,484	 	32,416	 	
Treasury stock, at cost: 303,214,214 shares at September 30, 2014; 280,736,817 shares at December 31, 2013	 	(18,489	)	(15,385	)	
Accumulated other comprehensive income (loss)	 	(4,108	)	(3,913	)	
Total 3M Company shareholders’ equity	 	16,173	 	17,502	 	
Noncontrolling interest	 	33	 	446	 	
Total equity	 	$	16,206	 	$	17,948	 	
Total liabilities and equity	 	$	32,776	 	$	33,550	 	
 
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
 
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3M Company and Subsidiaries
Consolidated Statement of Cash Flows 
(Unaudited)

 	 	Nine months ended	 	
 	 	September 30,	 	
(Millions)	 	2014	 	2013	 	
Cash Flows from Operating Activities	 	 	 	 	 	
Net income including noncontrolling interest	 	$	3,819	 	$	3,605	 	
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities	 	 	 	 	 	
Depreciation and amortization	 	1,058	 	1,014	 	
Company pension and postretirement contributions	 	(112	)	(385	)	
Company pension and postretirement expense	 	293	 	414	 	
Stock-based compensation expense	 	221	 	197	 	
Deferred income taxes	 	(61	)	(54	)	
Excess tax benefits from stock-based compensation	 	(121	)	(68	)	
Changes in assets and liabilities	 	 	 	 	 	
Accounts receivable	 	(587	)	(643	)	
Inventories	 	(232	)	(155	)	
Accounts payable	 	55	 	(26	)	
Accrued income taxes (current and long-term)	 	36	 	25	 	
Product and other insurance receivables and claims	 	50	 	37	 	
Other — net	 	24	 	(137	)	
Net cash provided by operating activities	 	4,443	 	3,824	 	
 	 	 	 	 	 	
Cash Flows from Investing Activities	 	 	 	 	 	
Purchases of property, plant and equipment (PP&E)	 	(1,003	)	(1,122	)	
Proceeds from sale of PP&E and other assets	 	116	 	86	 	
Acquisitions, net of cash acquired	 	(94	)	—	 	
Purchases of marketable securities and investments	 	(1,028	)	(3,589	)	
Proceeds from maturities and sale of marketable securities and investments	 	1,411	 	3,902	 	
Proceeds from sale of businesses	 	—	 	8	 	
Other investing	 	20	 	13	 	
Net cash used in investing activities	 	(578	)	(702	)	
 	 	 	 	 	 	
Cash Flows from Financing Activities	 	 	 	 	 	
Change in short-term debt — net	 	1,935	 	607	 	
Repayment of debt (maturities greater than 90 days)	 	(1,551	)	(853	)	
Proceeds from debt (maturities greater than 90 days)	 	1,064	 	12	 	
Purchases of treasury stock	 	(4,373	)	(3,538	)	
Proceeds from issuance of treasury stock pursuant to stock option and benefit plans	 	739	 	1,372	 	
Dividends paid to shareholders	 	(1,672	)	(1,307	)	
Excess tax benefits from stock-based compensation	 	121	 	68	 	
Purchase of noncontrolling interest	 	(699	)	—	 	
Other — net	 	(37	)	(4	)	
Net cash used in financing activities	 	(4,473	)	(3,643	)	
 	 	 	 	 	 	
Effect of exchange rate changes on cash and cash equivalents	 	(44	)	(22	)	
 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	(652	)	(543	)	
Cash and cash equivalents at beginning of year	 	2,581	 	2,883	 	
Cash and cash equivalents at end of period	 	$	1,929	 	$	2,340	 	
 
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
 
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3M Company and Subsidiaries
Notes to Consolidated Financial Statements 
(Unaudited)
 
NOTE 1.  Significant Accounting Policies 
 
Basis of Presentation
 
The interim consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These adjustments consist of normal, recurring items. The results of operations for any interim period are not necessarily indicative of results for the full year. The interim consolidated financial statements and notes are presented as permitted by the requirements for Quarterly Reports on Form 10-Q.
 
As described in 3M’s Current Report on Form 8-K dated May 15, 2014 (which updated 3M’s 2013 Annual Report on Form 10-K) and 3M’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, effective in the first quarter of 2014, the Company transferred a product line between divisions within different business segments and made other changes within business segments in its continuing effort to improve the alignment of its businesses around markets and customers (refer to Note 13 herein). Segment information presented herein reflects the impact of these changes for all periods presented. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its Current Report on Form 8-K dated May 15, 2014.
 
Also, effective in the second quarter of 2014, within the Electronics and Energy business segment, 3M combined three existing divisions into two new divisions. A large portion of both the Electronics Markets Materials Division and the Electronic Solutions Division were combined to form the Electronics Materials Solutions Division, which focuses on semiconductor and electronics materials and assembly solutions. The Optical Systems Division, the remaining portion of the Electronic Solutions Division and a portion of the Electronics Markets Materials Division were combined to form the Display Materials and Systems Division, which focuses on delivering light, color and user interface solutions.
 
Foreign Currency Translation
 
Local currencies generally are considered the functional currencies outside the United States. Assets and liabilities for operations in local-currency environments are translated at month-end exchange rates of the period reported. Income and expense items are translated at month-end exchange rates of each applicable month. Cumulative translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in shareholders’ equity.
 
Although local currencies are typically considered as the functional currencies outside the United States, under Accounting Standards Codification (ASC) 830, Foreign Currency Matters , the reporting currency of a foreign entity’s parent is assumed to be that entity’s functional currency when the economic environment of a foreign entity is highly inflationary—generally when its cumulative inflation is approximately 100 percent or more for the three years that precede the beginning of a reporting period. 3M has a subsidiary in Venezuela with operating income representing less than 1.0 percent of 3M’s consolidated operating income for 2013. 3M has determined that the cumulative inflation rate of Venezuela has exceeded, and continues to exceed, 100 percent since November 2009. Accordingly, since January 1, 2010, the financial statements of the Venezuelan subsidiary have been remeasured as if its functional currency were that of its parent.
 
The Venezuelan government sets official rates of exchange and conditions precedent to purchase foreign currency at these rates with local currency. Such rates and conditions are subject to change. For the periods presented through January 2013, this rate was set under the Transaction System for Foreign Currency Denominated Securities (SITME). In February 2013, the Venezuelan government announced a devaluation of its currency and the elimination of the SITME market. As a result, the official exchange rate controlled by the Commission for the Administration of Foreign Exchange (CADIVI) changed to a rate less favorable than the previous SITME rate.
 
In January 2014, the Venezuelan government announced that a new agency, the National Center for Foreign Commerce (CENCOEX), had assumed the previous role of CADIVI with respect to the continuation of the existing official exchange rate; significantly expanded the use of a second foreign exchange mechanism called the Complementary System for Foreign Currency Acquirement (or SICAD1); and issued exchange regulations indicating the SICAD1 rate of exchange would be used for payments related to international investments. The SICAD1 exchange mechanism, a complementary currency auction system, had previously been created for purchases of foreign currency by only certain eligible importers and tourists. The government had begun publishing the SICAD1 rate resulting from currency auctions in December 2013.

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In late March 2014, the Venezuelan government launched a third foreign exchange mechanism, SICAD2, which relies on U.S. dollar cash and U.S. dollar denominated bonds offered by the Venezuelan Central Bank, PDVSA (the Venezuelan national oil and gas company) and certain private companies. SICAD2 was announced as being available to all industry sectors and that its use would not be restricted as to purpose.
 
Since January 1, 2010, as discussed above, the financial statements of 3M’s Venezuelan subsidiary have been remeasured as if its functional currency were that of its parent. For the periods presented, this remeasurement utilized the SITME rate through January 2013, the official CADIVI/CENCOEX rate beginning in February 2013, the SICAD1 rate beginning in March 2014, and the SICAD2 rate beginning in June 2014. 3M’s use of SICAD1 and subsequently SICAD2 was based upon evaluation of a number of factors including, but not limited to, the exchange rate the Company’s Venezuelan subsidiary may legally use to convert currency, settle transactions or pay dividends; the probability of accessing and obtaining currency by use of a particular rate or mechanism; and the Company’s intent and ability to use a particular exchange mechanism. Other factors notwithstanding, the elimination of the SITME rate and use of the CADIVI/CENCOEX exchange rate beginning in February 2013, use of the SICAD1 rate beginning in March 2014, and use of the SICAD2 rate beginning in June 2014 did not have a material impact on 3M’s consolidated results of operations or financial condition.
 
The Company continues to monitor circumstances relative to its Venezuelan subsidiary. Changes in applicable exchange rates or exchange mechanisms may continue in the future. These changes could impact the rate of exchange applicable to remeasure the Company’s net monetary assets (liabilities) denominated in Venezuelan Bolivars (VEF). As of September 30, 2014, the Company had a balance of net monetary assets denominated in VEF of less than 125 million VEF and the SICAD1 and SICAD2 exchange rates were approximately 10 VEF and 50 VEF per U.S. dollar, respectively. Had 3M utilized the SICAD1 rate rather than the SICAD2 rate of exchange for remeasurement of such items as of September 30, 2014, the differential would not have had a material impact on 3M’s consolidated results of operations or financial condition.
 
Earnings Per Share
 
The difference in the weighted average 3M shares outstanding for calculating basic and diluted earnings per share attributable to 3M common shareholders is a result of the dilution associated with the Company’s stock-based compensation plans. Certain options outstanding under these stock-based compensation plans were not included in the computation of diluted earnings per share attributable to 3M common shareholders because they would not have had a dilutive effect (insignificant for the three months ended September 30, 2014; 1.8 million average options for the nine months ended September 30, 2014; insignificant for the three months ended September 30, 2013; and 2.6 million average options for the nine months ended September 30, 2013). The computations for basic and diluted earnings per share follow:
 
Earnings Per Share Computations

 	 	Three months ended
September 30,	 	Nine months ended
September 30,	 	
(Amounts in millions, except per share amounts)	 	2014	 	2013	 	2014	 	2013	 	
Numerator:	 	 	 	 	 	 	 	 	 	
Net income attributable to 3M	 	$	1,303	 	$	1,230	 	$	3,777	 	$	3,556	 	
 	 	 	 	 	 	 	 	 	 	
Denominator:	 	 	 	 	 	 	 	 	 	
Denominator for weighted average 3M common shares outstanding — basic	 	645.3	 	679.8	 	652.9	 	686.4	 	
 	 	 	 	 	 	 	 	 	 	
Dilution associated with the Company’s stock-based compensation plans	 	12.6	 	12.0	 	12.8	 	11.3	 	
 	 	 	 	 	 	 	 	 	 	
Denominator for weighted average 3M common shares outstanding — diluted	 	657.9	 	691.8	 	665.7	 	697.7	 	
 	 	 	 	 	 	 	 	 	 	
Earnings per share attributable to 3M common shareholders — basic	 	$	2.02	 	$	1.81	 	$	5.78	 	$	5.18	 	
 	 	 	 	 	 	 	 	 	 	
Earnings per share attributable to 3M common shareholders — diluted	 	$	1.98	 	$	1.78	 	$	5.67	 	$	5.10	 	
 
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New Accounting Pronouncements
 
In March 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity . This standard provides additional guidance with respect to the reclassification into income of the cumulative translation adjustment (CTA) recorded in accumulated other comprehensive income associated with a foreign entity of a parent company. The ASU differentiates between transactions occurring within a foreign entity and transactions/events affecting an investment in a foreign entity. For transactions within a foreign entity, the full CTA associated with the foreign entity would be reclassified into income only when the sale of a subsidiary or group of net assets within the foreign entity represents the substantially complete liquidation of that foreign entity. For transactions/events affecting an investment in a foreign entity (for example, control or ownership of shares in a foreign entity), the full CTA associated with the foreign entity would be reclassified into income only if the parent no longer has a controlling interest in that foreign entity as a result of the transaction/event. In addition, acquisitions of a foreign entity completed in stages will trigger release of the CTA associated with an equity method investment in that entity at the point a controlling interest in the foreign entity is obtained. For 3M, this ASU was effective prospectively beginning January 1, 2014. This ASU had no immediate impact on 3M’s consolidated results of operations and financial condition as the Company had no event/transaction as described above.
 
In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. This standard will have the impact of reducing the frequency of disposals reported as discontinued operations, by requiring such a disposal to represent a strategic shift that has or will have a major effect on an entity’s operations and financial results. However, existing provisions that prohibit an entity from reporting a discontinued operation if it has certain continuing cash flows or involvement with the component after disposal are eliminated by this standard. The ASU also expands the disclosures for discontinued operations and requires new disclosures related to individually significant disposals that do not qualify as discontinued operations. For 3M, this ASU is effective prospectively beginning January 1, 2015. Early adoption is, however, permitted. This ASU would impact 3M’s consolidated results of operations and financial condition only in the instance of a disposal as described above.
 
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle the ASU includes provisions within a five step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) an entity satisfies a performance obligation. The standard also specifies the accounting for some costs to obtain or fulfill a contract with a customer and requires expanded disclosures about revenue recognition. The standard provides for either full retrospective adoption or a modified retrospective adoption by which it is applied only to the most current period presented. For 3M, this ASU is effective January 1, 2017. The Company is currently assessing this ASU’s impact on 3M’s consolidated results of operations and financial condition.
 
NOTE 2.  Acquisitions and Divestitures 
 
3M makes acquisitions of certain businesses from time to time that the Company feels align with its strategic intent with respect to, among other factors, growth markets and adjacent product lines or technologies. Goodwill resulting from business combinations is largely attributable to the existing workforce of the acquired businesses and synergies expected to arise after 3M’s acquisition of these businesses. In addition to business combinations, 3M periodically acquires certain tangible and/or intangible assets and purchases interests in certain enterprises that do not otherwise qualify for accounting as business combinations. These transactions are largely reflected as additional asset purchase and investment activity.
 
During the nine months ended September 30, 2014, the purchase price paid for business combinations (net of cash acquired) was $94 million, which related to 3M’s acquisition of Treo Solutions LLC (discussed below).
 
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In April 2014, 3M (Health Care Business) purchased all of the outstanding equity interests of Treo Solutions LLC, headquartered in Troy, New York. Treo Solutions LLC is a provider of data analytics and business intelligence to healthcare payers and providers.
 
Purchased identifiable finite-lived intangible assets related to the acquisition which closed in the first nine months ended of 2014 totaled $34 million and will be amortized on a straight-line basis over a weighted-average life of six years (lives ranging from three to 10 years). Acquired in-process research and development and identifiable intangible assets for which significant assumed renewals or extensions of underlying arrangements impacted the determination of their useful lives were not material. Pro forma information related to acquisitions was not included because the impact on the Company’s consolidated results of operations was not considered to be material.
 
Refer to Note 2 in 3M’s Current Report on Form 8-K dated May 15, 2014 (which updated 3M’s 2013 Annual Report on Form 10-K) for information on 3M’s 2011 through 2013 acquisitions and divestitures.
 
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NOTE 3.  Goodwill and Intangible Assets 
 
Purchased goodwill related to the acquisition which closed during the first nine months of 2014 totaled $65 million, none of which is deductible for tax purposes. The amounts in the “Translation and other” column in the following table primarily relate to changes in foreign currency exchange rates. The goodwill balances by business segment as of December 31, 2013 and September 30, 2014, are as follows:
 
Goodwill

(Millions)	 	December 31, 2013
Balance	 	Acquisition
activity	 	Translation
and other	 	September 30, 2014
Balance	 	
Industrial	 	$	2,166	 	$	—	 	$	(66	)	$	2,100	 	
Safety and Graphics	 	1,740	 	—	 	(48	)	1,692	 	
Electronics and Energy	 	1,612	 	—	 	(31	)	1,581	 	
Health Care	 	1,596	 	65	 	(44	)	1,617	 	
Consumer	 	231	 	—	 	(8	)	223	 	
Total Company	 	$	7,345	 	$	65	 	$	(197	)	$	7,213	 	
 
Accounting standards require that goodwill be tested for impairment annually and between annual tests in certain circumstances such as a change in reporting units or the testing of recoverability of a significant asset group within a reporting unit. At 3M, reporting units generally correspond to a division.
 
As discussed in Note 13, effective in the first quarter of 2014, the Company transferred a product line between divisions within different business segments and in both the first and second quarters of 2014 made other changes within business segments in its continuing effort to improve the alignment of its businesses around markets and customers. For any product moves that resulted in reporting unit changes, the Company applied the relative fair value method to determine the impact on goodwill of the associated reporting units. During the first and second quarters of 2014, the Company completed its assessment of any potential goodwill impairment for reporting units impacted by this new structure and determined that no impairment existed.
 
Acquired Intangible Assets
 
For the nine months ended September 30, 2014, changes in foreign currency exchange rates decreased the gross carrying amount of intangible assets, with this impact partially offset by gross intangible assets (excluding goodwill) acquired through business combinations. The carrying amount and accumulated amortization of acquired finite-lived intangible assets, in addition to the balance of non-amortizable intangible assets, as of September 30, 2014, and December 31, 2013, follow:

(Millions)	 	September 30,
2014	 	December 31,
2013	 	
Customer related intangible assets	 	$	1,375	 	$	1,411	 	
Patents	 	590	 	602	 	
Other technology-based intangible assets	 	415	 	406	 	
Definite-lived tradenames	 	405	 	411	 	
Other amortizable intangible assets	 	223	 	217	 	
Total gross carrying amount	 	$	3,008	 	$	3,047	 	
 	 	 	 	 	 	
Accumulated amortization — customer related	 	(577	)	(514	)	
Accumulated amortization — patents	 	(473	)	(458	)	
Accumulated amortization — other technology-based	 	(210	)	(179	)	
Accumulated amortization — definite-lived tradenames	 	(191	)	(178	)	
Accumulated amortization — other	 	(166	)	(159	)	
Total accumulated amortization	 	$	(1,617	)	$	(1,488	)	
 	 	 	 	 	 	
Total finite-lived intangible assets — net	 	$	1,391	 	$	1,559	 	
 	 	 	 	 	 	
Non-amortizable intangible assets (primarily tradenames)	 	125	 	129	 	
Total intangible assets — net	 	$	1,516	 	$	1,688	 	
 
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Amortization expense for acquired intangible assets for the three-month and nine-month periods ended September 30, 2014 and 2013 follows:

 	 	Three months ended
September 30, ,	 	Nine months ended
September 30	 	
(Millions)	 	2014	 	2013	 	2014	 	2013	 	
Amortization expense	 	$	56	 	$	59	 	$	170	 	$	179	 	

The table below shows expected amortization expense for acquired amortizable intangible assets recorded as of September 30, 2014:

(Millions)	 	Remainder
of
2014	 	2015	 	2016	 	2017	 	2018	 	2019	 	After
2019	 	
Amortization expense	 	$	53	 	$	202	 	$	189	 	$	174	 	$	157	 	$	145	 	$	471	 	

The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible assets, accelerated amortization of intangible assets and other events. 3M expenses the costs incurred to renew or extend the term of intangible assets.
 
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NOTE 4.  Supplemental Equity and Comprehensive Income Information 
Consolidated Statement of Changes in Equity
 
Three months ended September 30, 2014

 	 	 	 	3M Company Shareholders	 	 	 	
(Millions)	 	Total	 	Common
Stock and
Additional
Paid-in
Capital	 	Retained
Earnings	 	Treasury
Stock	 	Accumulated
Other
Comprehen-
sive Income
(Loss)	 	Non-
controlling
Interest	 	
Balance at June 30, 2014	 	$	17,846	 	$	4,650	 	$	33,836	 	$	(17,466	)	$	(3,666	)	$	492	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	1,311	 	 	 	1,303	 	 	 	 	 	8	 	
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cumulative translation adjustment	 	(603	)	 	 	 	 	 	 	(593	)	(10	)	
Defined benefit pension and post-retirement plans adjustment	 	59	 	 	 	 	 	 	 	59	 	—	 	
Debt and equity securities - unrealized gain (loss)	 	(1	)	 	 	 	 	 	 	(1	)	—	 	
Cash flow hedging instruments - unrealized gain (loss)	 	68	 	 	 	 	 	 	 	68	 	—	 	
Total other comprehensive income (loss), net of tax	 	(477	)	 	 	 	 	 	 	 	 	 	 	
Dividends declared	 	(550	)	 	 	(550	)	 	 	 	 	 	 	
Purchase of subsidiary shares	 	(865	)	(433	)	 	 	 	 	25	 	(457	)	
Stock-based compensation, net of tax impacts	 	69	 	69	 	 	 	 	 	 	 	 	 	
Reacquired stock	 	(1,283	)	 	 	 	 	(1,283	)	 	 	 	 	
Issuances pursuant to stock option and benefit plans	 	155	 	 	 	(105	)	260	 	 	 	 	 	
Balance at September 30, 2014	 	$	16,206	 	$	4,286	 	$	34,484	 	$	(18,489	)	$	(4,108	)	$	33	 	
 
Nine months ended September 30, 2014

 	 	 	 	3M Company Shareholders	 	 	 	
(Millions)	 	Total	 	Common
Stock and
Additional
Paid-in
Capital	 	Retained
Earnings	 	Treasury
Stock	 	Accumulated
Other
Comprehen-
sive Income
(Loss)	 	Non-
controlling
Interest	 	
Balance at December 31, 2013	 	$	17,948	 	$	4,384	 	$	32,416	 	$	(15,385	)	$	(3,913	)	$	446	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	3,819	 	 	 	3,777	 	 	 	 	 	42	 	
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cumulative translation adjustment	 	(456	)	 	 	 	 	 	 	(462	)	6	 	
Defined benefit pension and post-retirement plans adjustment	 	180	 	 	 	 	 	 	 	180	 	—	 	
Debt and equity securities - unrealized gain (loss)	 	1	 	 	 	 	 	 	 	1	 	—	 	
Cash flow hedging instruments - unrealized gain (loss)	 	61	 	 	 	 	 	 	 	61	 	—	 	
Total other comprehensive income (loss), net of tax	 	(214	)	 	 	 	 	 	 	 	 	 	 	
Dividends declared	 	(1,105	)	 	 	(1,105	)	 	 	 	 	 	 	
Purchase of subsidiary shares	 	(870	)	(434	)	 	 	 	 	25	 	(461	)	
Stock-based compensation, net of tax impacts	 	336	 	336	 	 	 	 	 	 	 	 	 	
Reacquired stock	 	(4,438	)	 	 	 	 	(4,438	)	 	 	 	 	
Issuances pursuant to stock option and benefit plans	 	730	 	 	 	(604	)	1,334	 	 	 	 	 	
Balance at September 30, 2014	 	$	16,206	 	$	4,286	 	$	34,484	 	$	(18,489	)	$	(4,108	)	$	33	 	

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Three months ended September 30, 2013

 	 	 	 	3M Company Shareholders	 	 	 	
(Millions)	 	Total	 	Common
Stock and
Additional
Paid-in
Capital	 	Retained
Earnings	 	Treasury
Stock	 	Accumulated
Other
Comprehen-
sive Income
(Loss)	 	Non-
controlling
Interest	 	
Balance at June 30, 2013	 	$	18,319	 	$	4,252	 	$	31,716	 	$	(12,926	)	$	(5,166	)	$	443	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	1,245	 	 	 	1,230	 	 	 	 	 	15	 	
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cumulative translation adjustment	 	284	 	 	 	 	 	 	 	286	 	(2	)	
Defined benefit pension and post-retirement plans adjustment	 	92	 	 	 	 	 	 	 	92	 	—	 	
Debt and equity securities - unrealized gain (loss)	 	2	 	 	 	 	 	 	 	2	 	—	 	
Cash flow hedging instruments - unrealized gain (loss)	 	(24	)	 	 	 	 	 	 	(24	)	—	 	
Total other comprehensive income (loss), net of tax	 	354	 	 	 	 	 	 	 	 	 	 	 	
Dividends declared	 	(431	)	 	 	(431	)	 	 	 	 	 	 	
Stock-based compensation, net of tax impacts	 	66	 	66	 	 	 	 	 	 	 	 	 	
Reacquired stock	 	(1,570	)	 	 	 	 	(1,570	)	 	 	 	 	
Issuances pursuant to stock option and benefit plans	 	269	 	 	 	(103	)	372	 	 	 	 	 	
Balance at September 30, 2013	 	$	18,252	 	$	4,318	 	$	32,412	 	$	(14,124	)	$	(4,810	)	$	456	 	
 
Nine months ended September 30, 2013

 	 	 	 	3M Company Shareholders	 	 	 	
(Millions)	 	Total	 	Common
Stock and
Additional
Paid-in
Capital	 	Retained
Earnings	 	Treasury
Stock	 	Accumulated
Other
Comprehen-
sive Income
(Loss)	 	Non-
controlling
Interest	 	
Balance at December 31, 2012	 	$	18,040	 	$	4,053	 	$	30,679	 	$	(12,407	)	$	(4,750	)	$	465	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	3,605	 	 	 	3,556	 	 	 	 	 	49	 	
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cumulative translation adjustment	 	(393	)	 	 	 	 	 	 	(334	)	(59	)	
Defined benefit pension and post-retirement plans adjustment	 	268	 	 	 	 	 	 	 	268	 	—	 	
Debt and equity securities - unrealized gain (loss)	 	(2	)	 	 	 	 	 	 	(2	)	—	 	
Cash flow hedging instruments - unrealized gain (loss)	 	8	 	 	 	 	 	 	 	8	 	—	 	
Total other comprehensive income (loss), net of tax	 	(119	)	 	 	 	 	 	 	 	 	 	 	
Dividends declared	 	(1,307	)	 	 	(1,307	)	 	 	 	 	 	 	
Sale of subsidiary shares	 	8	 	7	 	 	 	 	 	 	 	1	 	
Stock-based compensation, net of tax impacts	 	258	 	258	 	 	 	 	 	 	 	 	 	
Reacquired stock	 	(3,609	)	 	 	 	 	(3,609	)	 	 	 	 	
Issuances pursuant to stock option and benefit plans	 	1,376	 	 	 	(516	)	1,892	 	 	 	 	 	
Balance at September 30, 2013	 	$	18,252	 	$	4,318	 	$	32,412	 	$	(14,124	)	$	(4,810	)	$	456	 	
 
3M has historically declared and paid dividends in the same quarter. In December 2013, 3M’s Board of Directors declared a first-quarter 2014 dividend of $0.855 per share (paid in March 2014). This reduced 3M’s stockholders equity and increased other current liabilities as of December 31, 2013 by $567 million. This resulted in total year 2013 declared dividends of $3.395 per share, with $2.54 per share paid in 2013 and the additional $0.855 per share paid in March 2014.
 
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Changes in Accumulated Other Comprehensive Income (Loss) Attributable to 3M by Component
 
Three months ended September 30, 2014

(Millions)	 	Cumulative
Translation
Adjustment	 	Defined Benefit
Pension and
Postretirement
Plans
Adjustment	 	Debt and
Equity
Securities,
Unrealized
Gain (Loss)	 	Cash Flow
Hedging
Instruments,
Unrealized
Gain (Loss)	 	Total
Accumulated
Other
Comprehen-
sive Income
(Loss)	 	
Balance at June 30, 2014, net of tax	 	$	(57	)	$	(3,594	)	$	—	 	$	(15	)	$	(3,666	)	
Other comprehensive income (loss), before tax:	 	 	 	 	 	 	 	 	 	 	 	
Amounts before reclassifications	 	(537	)	—	 	(1	)	98	 	(440	)	
Amounts reclassified out	 	—	 	89	 	—	 	9	 	98	 	
Total other comprehensive income (loss), before tax	 	(537	)	89	 	(1	)	107	 	(342	)	
Tax effect	 	(56	)	(30	)	—	 	(39	)	(125	)	
Total other comprehensive income (loss), net of tax	 	(593	)	59	 	(1	)	68	 	(467	)	
Impact from purchase of subsidiary shares	 	41	 	(16	)	—	 	—	 	25	 	
Balance at September 30, 2014, net of tax	 	$	(609	)	$	(3,551	)	$	(1	)	$	53	 	$	(4,108	)	
 
Nine months ended September 30, 2014

(Millions)	 	Cumulative
Translation
Adjustment	 	Defined Benefit
Pension and
Postretirement
Plans
Adjustment	 	Debt and
Equity
Securities,
Unrealized
Gain (Loss)	 	Cash Flow
Hedging
Instruments,
Unrealized
Gain (Loss)	 	Total
Accumulated
Other
Comprehen-
sive Income
(Loss)	 	
Balance at December 31, 2013, net of tax	 	$	(188	)	$	(3,715	)	$	(2	)	$	(8	)	$	(3,913	)	
Other comprehensive income (loss), before tax:	 	 	 	 	 	 	 	 	 	 	 	
Amounts before reclassifications	 	(403	)	—	 	2	 	86	 	(315	)	
Amounts reclassified out	 	—	 	272	 	—	 	8	 	280	 	
Total other comprehensive income (loss), before tax	 	(403	)	272	 	2	 	94	 	(35	)	
Tax effect	 	(59	)	(92	)	(1	)	(33	)	(185	)	
Total other comprehensive income (loss), net of tax	 	(462	)	180	 	1	 	61	 	(220	)	
Impact from purchase of subsidiary shares	 	41	 	(16	)	—	 	—	 	25	 	
Balance at September 30, 2014, net of tax	 	$	(609	)	$	(3,551	)	$	(1	)	$	53	 	$	(4,108	)	

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Three months ended September 30, 2013

(Millions)	 	Cumulative
Translation
Adjustment	 	Defined Benefit
Pension and
Postretirement
Plans
Adjustment	 	Debt and
Equity
Securities,
Unrealized
Gain (Loss)	 	Cash Flow
Hedging
Instruments,
Unrealized
Gain (Loss)	 	Total
Accumulated
Other
Comprehen-
sive Income
(Loss)	 	
Balance at June 30, 2013, net of tax	 	$	(390	)	$	(4,779	)	$	(6	)	$	9	 	$	(5,166	)	
Other comprehensive income (loss), before tax:	 	 	 	 	 	 	 	 	 	 	 	
Amounts before reclassifications	 	240	 	—	 	3	 	5	 	248	 	
Amounts reclassified out	 	—	 	144	 	—	 	(43	)	101	 	
Total other comprehensive income (loss), before tax	 	240	 	144	 	3	 	(38	)	349	 	
Tax effect	 	46	 	(52	)	(1	)	14	 	7	 	
Total other comprehensive income (loss), net of tax	 	286	 	92	 	2	 	(24	)	356	 	
Balance at September 30, 2013, net of tax	 	$	(104	)	$	(4,687	)	$	(4	)	$	(15	)	$	(4,810	)	
 
Nine months ended September 30, 2013

(Millions)	 	Cumulative
Translation
Adjustment	 	Defined Benefit
Pension and
Postretirement
Plans
Adjustment	 	Debt and
Equity
Securities,
Unrealized
Gain (Loss)	 	Cash Flow
Hedging
Instruments,
Unrealized
Gain (Loss)	 	Total
Accumulated
Other
Comprehen
sive Income
(Loss)	 	
Balance at December 31, 2012, net of tax	 	$	230	 	$	(4,955	)	$	(2	)	$	(23	)	$	(4,750	)	
Other comprehensive income (loss), before tax:	 	 	 	 	 	 	 	 	 	 	 	
Amounts before reclassifications	 	(344	)	—	 	(3	)	(109	)	(456	)	
Amounts reclassified out	 	—	 	431	 	—	 	121	 	552	 	
Total other comprehensive income (loss), before tax	 	(344	)	431	 	(3	)	12	 	96	 	
Tax effect	 	10	 	(163	)	1	 	(4	)	(156	)	
Total other comprehensive income (loss), net of tax	 	(334	)	268	 	(2	)	8	 	(60	)	
Balance at September 30, 2013, net of tax	 	$	(104	)	$	(4,687	)	$	(4	)	$	(15	)	$	(4,810	)	
 
Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within cumulative translation does include impacts from items such as net investment hedge transactions. Reclassification adjustments are made to avoid double counting in comprehensive income items that are also recorded as part of net income.
 
The previously reported before-tax amounts of other comprehensive income before reclassifications and amounts reclassified out of other comprehensive income for the three and nine months ended September 30, 2013 relative to foreign currency forward contracts in the table above and below were impacted by the immaterial revisions discussed in Note 9.
 
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Reclassifications out of Accumulated Other Comprehensive Income Attributable to 3M

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Amount Reclassified from
Accumulated Other Comprehensive Income	 	 	 	
(Millions)
Details about Accumulated Other	 	Three months ended
September 30,	 	Nine months ended
September 30,	 	 	 	
Comprehensive Income Components	 	2014	 	2013	 	2014	 	2013	 	Location on Income Statement	 	
Gains (losses) associated with, defined benefit pension and postretirement plans amortization	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Transition asset	 	$	1	 	$	—	 	$	1	 	$	1	 	See Note 8	 	
Prior service benefit	 	15	 	19	 	45	 	59	 	See Note 8	 	
Net actuarial loss	 	(105	)	(163	)	(318	)	(491	)	See Note 8	 	
Total before tax	 	(89	)	(144	)	(272	)	(431	)	 	 	
Tax effect	 	30	 	52	 	92	 	163	 	Provision for income taxes	 	
Net of tax	 	$	(59	)	$	(92	)	$	(180	)	$	(268	)	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Debt and equity security gains (losses)	 	 	 	 	 	 	 	 	 	 	 	
Sales or impairments of securities	 	$	
	 	$	—	 	$	
	 	$	—	 	Selling, general and administrative expenses	 	
Total before tax	 	
	 	—	 	
	 	—	 	 	 	
Tax effect	 	
	 	—	 	
	 	—	 	Provision for income taxes	 	
Net of tax	 	$	
	 	$	—	 	$	
	 	$	—	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Cash flow hedging instruments gains (losses)	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	$	(7	)	$	1	 	$	(9	)	$	(8	)	Cost of sales	 	
Foreign currency forward contracts	 	
	 	44	 	
	 	(111	)	Interest expense	 	
Commodity price swap contracts	 	(1	)	(1	)	2	 	(1	)	Cost of sales	 	
Interest rate swap contracts	 	(1	)	(1	)	(1	)	(1	)	Interest expense	 	
Total before tax	 	(9	)	43	 	(8	)	(121	)	 	 	
Tax effect	 	3	 	(15	)	3	 	44	 	Provision for income taxes	 	
Net of tax	 	$	(6	)	$	28	 	$	(5	)	$	(77	)	 	 	
Total reclassifications for the period, net of tax	 	$	(65	)	$	(64	)	$	(185	)	$	(345	)	 	 	
 
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Purchase and Sale of Subsidiary Shares
 
On September 1, 2014, 3M (via Sumitomo 3M Limited) acquired Sumitomo Electric Industries, Ltd.’s 25 percent interest in 3M’s consolidated Sumitomo 3M Limited subsidiary for 90 billion Japanese Yen (approximately $865 million at closing date exchange rates). Upon completion of the transaction, 3M owned 100 percent of Sumitomo 3M Limited. Approximately $694 million was recorded as a financing activity in the statement of cash flows while the remainder was recorded as a current liability (paid in October 2014). This purchase of the remaining noncontrolling interest resulted in a decrease in 3M Company shareholder’s equity of $408 million and a decrease in noncontrolling interest equity of $457 million.
 
In April 2014, 3M purchased the remaining noncontrolling interest in a consolidated 3M subsidiary for an immaterial amount, which was classified as a financing activity in the consolidated statement of cash flows.
 
The following table summarizes the effects of these 2014 transactions on equity attributable to 3M Company shareholders for the respective periods.

(Millions)	 	Three months ended
September 30, 2014	 	Nine months ended
September 30, 2014	 	
Net income attributable to 3M	 	$	1,303	 	$	3,777	 	
Impact of purchase of subsidiary shares	 	(408	)	(409	)	
Change in 3M Company shareholders’ equity from net income attributable to 3M and impact of purchase of subsidiary shares	 	$	895	 	$	3,368	 	
 
In March 2013, 3M sold shares in 3M India Limited, a subsidiary of the Company, in return for $8 million. The noncontrolling interest shares of this subsidiary trade on a public exchange in India. This sale of shares complied with an amendment to Indian securities regulations that required 3M India Limited, as a listed company, to achieve a minimum public shareholding of at least 25 percent. As a result of this transaction, 3M’s ownership in 3M India Limited was reduced from 76 percent to 75 percent. The $8 million received in the first quarter of 2013 was classified as other financing activity in the consolidated statement of cash flows. Because the Company retained its controlling interest, the sales resulted in an increase in 3M Company shareholder’s equity of $7 million and an increase in noncontrolling interest of $1 million.
 
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NOTE 5.  Income Taxes 
 
The Company files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2005.
 
The IRS completed its field examination of the Company’s U.S. federal income tax returns for the years 2005 through 2007 in the fourth quarter of 2009. The Company protested certain IRS positions within these tax years and entered into the administrative appeals process with the IRS during the first quarter of 2010. During the first quarter of 2010, the IRS completed its field examination of the Company’s U.S. federal income tax return for the 2008 year. The Company protested certain IRS positions for 2008 and entered into the administrative appeals process with the IRS during the second quarter of 2010. During the first quarter of 2011, the IRS completed its field examination of the Company’s U.S. federal income tax return for the 2009 year. The Company protested certain IRS positions for 2009 and entered into the administrative appeals process with the IRS during the second quarter of 2011. During the first quarter of 2012, the IRS completed its field examination of the Company’s U.S. federal income tax return for the 2010 year. The Company protested certain IRS positions for 2010 and entered into the administrative appeals process with the IRS during the second quarter of 2012. In December 2012, the Company received a statutory notice of deficiency for the 2006 year. The Company filed a petition in Tax Court in the first quarter of 2013 relating to the 2006 tax year. During the first quarter of 2014, the IRS completed its field examination of the Company’s U.S. federal income tax return for the 2011 and 2012 years. The Company protested certain IRS positions for 2011 and 2012 and entered into the administrative appeals process with the IRS during the first quarter of 2014.
 
Currently, the Company is under examination by the IRS for its U.S. federal income tax returns for the years 2013 and 2014. It is anticipated that the IRS will complete its examination of the Company for 2013 by the end of the first quarter of 2015 and for 2014 by the end of the first quarter of 2016. As of September 30, 2014, the IRS has not proposed any significant adjustments to the Company’s tax positions for any open tax years for which the Company is not adequately reserved.
 
During the first quarter of 2010, the Company paid the agreed upon assessments for the 2005 tax year. During the second quarter of 2010, the Company paid the agreed upon assessments for the 2008 tax year. During the second quarter of 2011, the Company received a refund from the IRS for the 2004 tax year. During the first quarter of 2012, the Company paid the agreed upon assessments for the 2010 tax year.  During the first quarter of 2014, the Company received refunds from the IRS for the 2005, 2007, 2008, and 2009 tax years.  In addition, during the first quarter of 2014, the Company paid the agreed upon assessments for the 2011 and 2012 tax years.  Payments or refunds relating to other proposed assessments arising from the 2005 through 2014 examinations may not be made until a final agreement is reached between the Company and the IRS on such assessments or upon a final resolution resulting from the administrative appeals process or judicial action. In addition to the U.S. federal examination, there is also limited audit activity in several U.S. state and foreign jurisdictions.
 
3M anticipates changes to the Company’s uncertain tax positions due to the closing of various audit years mentioned above. Currently, the Company is not able to reasonably estimate the amount by which the liability for unrecognized tax benefits will increase or decrease during the next 12 months as a result of the ongoing income tax authority examinations. The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of September 30, 2014 and December 31, 2013, respectively, are $238 million and $262 million.
 
The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense. The Company recognized in the consolidated statement of income on a gross basis approximately $1 million of benefit and $7 million of expense for the three months ended September 30, 2014 and September 30, 2013, respectively, and approximately $14 million in benefit and $12 million of expense for the nine months ended September 30, 2014 and September 30, 2013, respectively. At September 30, 2014 and December 31, 2013, accrued interest and penalties in the consolidated balance sheet on a gross basis were $43 million and $62 million, respectively. Included in these interest and penalty amounts are interest and penalties related to tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.
 
The effective tax rate for the third quarter of 2014 was 30.3 percent, compared to 27.4 percent in the third quarter of 2013, an increase of 2.9 percentage points. Factors that increased the Company’s effective tax rate on a combined basis by 3.3 percentage points year-on-year included a one-time international tax impact related to the establishment of the distribution center of expertise in Europe, increased domestic manufacturer’s deduction in 2013, the 2013 restoration of tax basis on
 
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certain assets for which depreciation was previously limited, lapse of the U.S. research and development credit as of January 1, 2014, adjustments to the Company’s income tax reserves, and other items. Factors that decreased the Company’s effective tax rate on a combined basis by 0.4 percentage points year-on-year included international taxes as a result of changes to the geographic mix of income before taxes.
 
The effective tax rate for the first nine months of 2014 was 29.1 percent, compared to 28.0 percent in the first nine months of 2013, an increase of 1.1 percentage points. Factors which increased the Company’s effective tax rate by 1.7 percentage points for the first nine months of 2014 when compared to the same period for 2013 included the lapse of the U.S. research and development credit as of January 1, 2014, adjustments to the Company’s income tax reserves, increased domestic manufacturer’s deduction in 2013, the 2013 restoration of tax basis on certain assets for which depreciation was previously limited, a one-time international tax impact related to the establishment of the distribution center of expertise in Europe, and other items. This increase was partially offset by a 0.6 percentage point decrease in international taxes as a result of changes to the geographic mix of income before taxes.
 
The provision for income taxes is determined using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. The Company records a valuation allowance to reduce its deferred tax assets when uncertainty regarding their realizability exists. As of September 30, 2014 and December 31, 2013, the Company had valuation allowances of $30 million and $23 million on its deferred tax assets, respectively.
 
NOTE 6.  Marketable Securities 
 
The Company invests in agency securities, corporate securities, asset-backed securities, treasury securities and other securities. The following is a summary of amounts recorded on the Consolidated Balance Sheet for marketable securities (current and non-current).

 	 	September 30,	 	December 31,	 	
(Millions)	 	2014	 	2013	 	
 	 	 	 	 	 	
U.S. government agency securities	 	$	78	 	$	103	 	
Foreign government agency securities	 	85	 	30	 	
Corporate debt securities	 	250	 	143	 	
Commercial paper	 	14	 	60	 	
Certificates of deposit/time deposits	 	43	 	20	 	
U.S. municipal securities	 	—	 	2	 	
Asset-backed securities:	 	 	 	 	 	
Automobile loan related	 	162	 	287	 	
Credit card related	 	74	 	52	 	
Equipment lease related	 	42	 	30	 	
Other	 	19	 	29	 	
Asset-backed securities total	 	297	 	398	 	
 	 	 	 	 	 	
Current marketable securities	 	$	767	 	$	756	 	
 	 	 	 	 	 	
U.S. government agency securities	 	$	70	 	$	131	 	
Foreign government agency securities	 	20	 	95	 	
Corporate debt securities	 	539	 	638	 	
Certificates of deposit/time deposits	 	—	 	20	 	
U.S. treasury securities	 	49	 	49	 	
Auction rate securities	 	12	 	11	 	
Asset-backed securities:	 	 	 	 	 	
Automobile loan related	 	221	 	298	 	
Credit card related	 	118	 	128	 	
Equipment lease related	 	30	 	37	 	
Other	 	46	 	46	 	
Asset-backed securities total	 	415	 	509	 	
 	 	 	 	 	 	
Non-current marketable securities	 	$	1,105	 	$	1,453	 	
 	 	 	 	 	 	
Total marketable securities	 	$	1,872	 	$	2,209	 	

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Classification of marketable securities as current or non-current is dependent upon management’s intended holding period, the security’s maturity date and liquidity considerations based on market conditions. If management intends to hold the securities for longer than one year as of the balance sheet date, they are classified as non-current. At September 30, 2014, gross unrealized losses totaled approximately $2 million (pre-tax), while gross unrealized gains totaled approximately $1 million (pre-tax). At December 31, 2013, gross unrealized losses totaled approximately $5 million (pre-tax), while gross unrealized gains totaled approximately $1 million (pre-tax). Refer to Note 4 for a table that provides the net realized gains (losses) related to sales or impairments of debt and equity securities, which includes marketable securities. The gross amounts of the realized gains or losses were not material. Cost of securities sold use the first in, first out (FIFO) method. Since these marketable securities are classified as available-for-sale securities, changes in fair value will flow through other comprehensive income, with amounts reclassified out of other comprehensive income into earnings upon sale or “other-than-temporary” impairment.
 
3M reviews impairments associated with its marketable securities in accordance with the measurement guidance provided by ASC 320,  Investments-Debt and Equity Securities , when determining the classification of the impairment as “temporary” or “other-than-temporary”. A temporary impairment charge results in an unrealized loss being recorded in the other comprehensive income component of shareholders’ equity. Such an unrealized loss does not reduce net income attributable to 3M for the applicable accounting period because the loss is not viewed as other-than-temporary. The factors evaluated to differentiate between temporary and other-than-temporary include the projected future cash flows, credit ratings actions, and assessment of the credit quality of the underlying collateral, as well as other factors.
 
The balances at September 30, 2014 for marketable securities by contractual maturity are shown below. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

(Millions)	 	September 30, 2014	 	
 	 	 	 	
Due in one year or less	 	$	427	 	
Due after one year through five years	 	1,421	 	
Due after five years through ten years	 	24	 	
Due after ten years	 	—	 	
 	 	 	 	
Total marketable securities	 	$	1,872	 	
 
3M has a diversified marketable securities portfolio with a fair market value of $1.872 billion as of September 30, 2014. Within this portfolio, current and long-term asset-backed securities (estimated fair value of $712 million) primarily include interests in automobile loans, credit cards and equipment leases. 3M’s investment policy allows investments in asset-backed securities with minimum credit ratings of Aa2 by Moody’s Investors Service or AA by Standard & Poor’s or Fitch Ratings or DBRS. Asset-backed securities must be rated by at least two of the aforementioned rating agencies, one of which must be Moody’s Investors Service or Standard & Poor’s. At September 30, 2014, all asset-backed security investments were in compliance with this policy. Approximately 96.0 percent of all asset-backed security investments were rated AAA or A-1+ by Standard & Poor’s and/or Aaa or P-1 by Moody’s Investors Service and/or AAA or F1+ by Fitch Ratings.
 
3M’s marketable securities portfolio includes auction rate securities that represent interests in investment grade credit default swaps; however, currently these holdings comprise less than one percent of this portfolio. The estimated fair value of auction rate securities was $12 million at September 30, 2014 and $11 million at December 31, 2013. Gross unrealized losses within accumulated other comprehensive income related to auction rate securities totaled $1 million (pre-tax) at September 30, 2014 and $2 million (pre-tax) at December 31, 2013. As of September 30, 2014, auction rate securities associated with these balances have been in a loss position for more than 12 months. Since the second half of 2007, these auction rate securities failed to auction due to sell orders exceeding buy orders. Liquidity for these auction-rate securities is typically provided by an auction process that resets the applicable interest rate at pre-determined intervals, usually every 7, 28, 35, or 90 days. The funds associated with failed auctions will not be accessible until a successful auction occurs or a buyer is found outside of the auction process. Refer to Note 10 for a table that reconciles the beginning and ending balances of auction rate securities.
 
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NOTE 7.  Long-Term Debt and Short-Term Borrowings 
 
The Company has a “well-known seasoned issuer” shelf registration statement, effective May 16, 2014, which registers an indeterminate amount of debt or equity securities for future sales. This replaced 3M’s previous shelf registration dated August 5, 2011. In June 2014, in connection with the May 16, 2014 shelf registration, 3M re-commenced its medium-term notes program (Series F) under which 3M may issue, from time to time, up to $9 billion aggregate principal amount of notes. Included in this $9 billion are $2.25 billion of notes previously issued in 2011 and 2012 as part of Series F. In June 2014, 3M issued $625 million aggregate principal amount of five-year fixed rate medium-term notes due 2019 with a coupon rate of 1.625%. Upon debt issuance, the Company entered into an interest rate swap to convert $600 million of this amount to an interest rate based on a floating LIBOR index. In addition, in June 2014, 3M issued $325 million aggregate principal amount of thirty-year fixed rate medium-term notes due 2044 with a coupon rate of 3.875%. Both June 2014 debt issuances were from the medium-term notes program (Series F).
 
In July 2014, 3M repaid 1.025 billion Euros of maturing Eurobond notes. In August 2014, 3M amended and extended the existing $1.5 billion five-year revolving credit facility expiring in September 2017 to a $2.25 billion five-year agreement expiring in August 2019. This credit agreement includes a provision under which 3M may request an increase of up to $2.25 billion, bringing the total facility up to $4.5 billion (at the lender’s discretion). This revolving credit facility is undrawn at September 30, 2014. Under the $2.25 billion credit agreement, 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, 2014, this ratio was approximately 59 to 1. Debt covenants do not restrict the payment of dividends.
 
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NOTE 8.  Pension and Postretirement Benefit Plans 
 
Net periodic benefit cost is recorded in cost of sales, selling, general and administrative expenses, and research, development and related expenses. Components of net periodic benefit cost and other supplemental information for the three and nine months ended September 30, 2014 and 2013 follow:
 
Benefit Plan Information

 	 	Three months ended September 30,	 	
 	 	Qualified and Non-qualified	 	 	 	 	 	
 	 	Pension Benefits	 	Postretirement	 	
 	 	United States	 	International	 	Benefits	 	
(Millions)	 	2014	 	2013	 	2014	 	2013	 	2014	 	2013	 	
Net periodic benefit cost (benefit)	 	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	60	 	$	64	 	$	36	 	$	37	 	$	16	 	$	20	 	
Interest cost	 	169	 	150	 	65	 	61	 	24	 	22	 	
Expected return on plan assets	 	(261	)	(262	)	(79	)	(75	)	(22	)	(22	)	
Amortization of transition (asset) obligation	 	—	 	—	 	(1	)	—	 	—	 	—	 	
Amortization of prior service cost (benefit)	 	1	 	1	 	(4	)	(4	)	(12	)	(16	)	
Amortization of net actuarial (gain) loss	 	60	 	100	 	31	 	39	 	14	 	24	 	
Net periodic benefit cost (benefit)	 	$	29	 	$	53	 	$	48	 	$	58	 	$	20	 	$	28	 	
Settlements, curtailments, special termination benefits and other	 	—	 	—	 	—	 	—	 	—	 	—	 	
Net periodic benefit cost (benefit) after settlements, curtailments, special termination benefits and other	 	$	29	 	$	53	 	$	48	 	$	58	 	$	20	 	$	28	 	

 	 	Nine months ended September 30,	 	
 	 	Qualified and Non-qualified	 	 	 	 	 	
 	 	Pension Benefits	 	Postretirement	 	
 	 	United States	 	International	 	Benefits	 	
(Millions)	 	2014	 	2013	 	2014	 	2013	 	2014	 	2013	 	
Net periodic benefit cost (benefit)	 	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	180	 	$	192	 	$	107	 	$	109	 	$	49	 	$	60	 	
Interest cost	 	507	 	449	 	194	 	183	 	72	 	66	 	
Expected return on plan assets	 	(783	)	(784	)	(238	)	(225	)	(67	)	(67	)	
Amortization of transition (asset) obligation	 	—	 	—	 	(1	)	(1	)	—	 	—	 	
Amortization of prior service cost (benefit)	 	3	 	3	 	(12	)	(13	)	(36	)	(49	)	
Amortization of net actuarial (gain) loss	 	182	 	300	 	93	 	119	 	43	 	72	 	
Net periodic benefit cost (benefit)	 	$	89	 	$	160	 	$	143	 	$	172	 	$	61	 	$	82	 	
Settlements, curtailments, special termination benefits and other	 	—	 	—	 	—	 	—	 	—	 	—	 	
Net periodic benefit cost (benefit) after settlements, curtailments, special termination benefits and other	 	$	89	 	$	160	 	$	143	 	$	172	 	$	61	 	$	82	 	
 
For the nine months ended September 30, 2014, contributions totaling $107 million were made to the Company’s U.S. and international pension plans and $5 million to its postretirement plans. For total year 2014, the Company expects to contribute approximately $200 million of cash to its global pension and postretirement plans. The Company does not have a required minimum cash pension contribution obligation for its U.S. plans in 2014. Therefore, the amount of future discretionary pension contributions could vary significantly depending on the U.S. plans’ funded status and the anticipated tax deductibility of the contributions. Future contributions will also depend on market conditions, interest rates and other factors. 3M’s annual measurement date for pension and postretirement assets and liabilities is December 31 each year, which is also the date used for the related annual measurement assumptions.
 
In the third quarter of 2014, former U.S. employees who have a pension benefit for which they have not begun receiving payment (term vested) were offered a lump sum payout of their pension benefit. As a result of this action, the projected benefit obligation (PBO) liability is expected to be reduced in the fourth quarter of 2014 by $270 million, with the actual cash payout of approximately the same amount to be paid from the plan’s assets in the fourth quarter of 2014. The PBO liability reduction is 34% of the term vested eligible PBO and a 2% reduction in the overall U.S. pension PBO liability based on the December 31, 2013 valuation. There is no pension expense impact as a result of this action on 3M’s consolidated statement of income in 2014.
 
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3M was informed during the first quarter of 2009 that the general partners of WG Trading Company, in which 3M’s benefit plans hold limited partnership interests, are the subject of a criminal investigation as well as civil proceedings by the SEC and CFTC (Commodity Futures Trading Commission). In March 2011, over the objections of 3M and six other limited partners of WG Trading Company, the district court judge ruled in favor of the court appointed receiver’s proposed distribution plan (and in April 2013, the United States Court of Appeals for the Second Circuit affirmed the district court’s ruling). The benefit plan trustee holdings of WG Trading Company interests were adjusted to reflect the decreased estimated fair market value, inclusive of estimated insurance proceeds, as of the annual measurement dates. The Company has insurance that it believes, based on what is currently known, will result in the recovery of a portion of the decrease in original asset value. As of the 2013 measurement date these holdings represented less than one percent of 3M’s fair value of total plan assets. 3M currently believes that the resolution of these events will not have a material adverse effect on the consolidated financial position of the Company.
 
In addition, the Company also sponsors employee savings plans under Section 401(k) of the Internal Revenue Code, as discussed in Note 10 in 3M’s Form 8-K dated May 15, 2014 (which updated 3M’s 2013 Annual Report on Form 10-K).
 
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NOTE 9.  Derivatives 
 
The Company uses interest rate swaps, currency swaps, commodity price swaps, and forward and option contracts to manage risks generally associated with foreign exchange rate, interest rate and commodity price fluctuations. The information that follows explains the various types of derivatives and financial instruments used by 3M, how and why 3M uses such instruments, how such instruments are accounted for, and how such instruments impact 3M’s financial position and performance.
 
Additional information with respect to the impacts on other comprehensive income of nonderivative hedging and derivative instruments is included in Note 4. Additional information with respect to the fair value of derivative instruments is included in Note 10. References to information regarding derivatives and/or hedging instruments associated with the Company’s long-term debt are also made in Note 9 to the Consolidated Financial Statements in 3M’s Current Report on Form 8-K dated May 15, 2014 (which updated 3M’s 2013 Annual Report on Form 10-K).
 
Types of Derivatives/Hedging Instruments and Inclusion in Income/Other Comprehensive Income
 
Cash Flow Hedges:
 
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.
 
Cash Flow Hedging - Foreign Currency Forward and Option Contracts: The Company enters into foreign exchange forward and option contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies and certain intercompany financing transactions. These transactions are designated as cash flow hedges. The settlement or extension of these derivatives will result in reclassifications (from accumulated other comprehensive income) to earnings in the period during which the hedged transactions affect earnings. Generally, 3M dedesignates these cash flow hedge relationships in advance of the occurrence of the forecasted transaction. The portion of gains or losses on the derivative instrument previously accumulated in other comprehensive income for dedesignated hedges remains in accumulated other comprehensive income until the forecasted transaction occurs. Changes in the value of derivative instruments after dedesignation are recorded in earnings and are included in the Derivatives Not Designated as Hedging Instruments section below. Hedge ineffectiveness and the amount excluded from effectiveness testing recognized in income on cash flow hedges were not material for the three and nine months ended September 30, 2014 and 2013. Beginning in the second quarter of 2014 3M began extending the maximum length of time over which it hedges its exposure to the variability in future cash flows of the forecasted transactions from a previous term of 12 months to a longer term of 24 months. At September 30, 2014, the majority of the Company’s open foreign exchange forward and option contracts had maturities of one year or less . The dollar equivalent gross notional amount of the Company’s foreign exchange forward and option contracts designated as cash flow hedges at September 30, 2014 was approximately $2.2 billion.
 
Cash Flow Hedging - Commodity Price Management: The Company manages commodity price risks through negotiated supply contracts, price protection agreements and forward physical contracts. The Company uses commodity price swaps relative to natural gas as cash flow hedges of forecasted transactions to manage price volatility. The related mark-to-market gain or loss on qualifying hedges is included in other comprehensive income to the extent effective, and reclassified into cost of sales in the period during which the hedged transaction affects earnings. Generally, the length of time over which 3M hedges its exposure to the variability in future cash flows for its forecasted natural gas transactions is 12 months. No significant commodity cash flow hedges were discontinued and hedge ineffectiveness was not material for the three and nine months ended September 30, 2014 and 2013. The dollar equivalent gross notional amount of the Company’s natural gas commodity price swaps designated as cash flow hedges at September 30, 2014 was $22 million.
 
Cash Flow Hedging — Interest Rate Contracts: In August 2011, in anticipation of the September 2011 issuance of $1 billion in five-year fixed rate notes, 3M executed a pre-issuance cash flow hedge on a notional amount of $400 million by entering into a forward-starting five-year floating-to-fixed interest rate swap. Upon debt issuance in September 2011, 3M terminated the floating-to-fixed interest rate swap. The termination of the swap resulted in a $7 million pre-tax loss ($4 million after-tax) that is amortized over the five-year life of the note and, when material, is included in the tables below as part of the loss recognized in income on the effective portion of derivatives as a result of reclassification from accumulated other comprehensive income.
 
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In August 2014, the Company entered into forward starting interest rate swaps with notional amounts totaling 200 million Euros as a hedge against interest rate volatility associated with the forecast issuance of fixed rate debt for general corporate purposes. At the time of future debt issuance, 3M will terminate the forward starting interest rate swap and any resulting gain or loss will be amortized over the life of the associated debt.
 
As of September 30, 2014, the Company had a balance of $53 million associated with the after-tax net unrealized gain associated with cash flow hedging instruments recorded in accumulated other comprehensive income. This net gain includes a $2 million balance (loss) related to a floating-to-fixed interest rate swap (discussed in second preceding paragraph), which is being amortized over the five-year life of the note. 3M expects to reclassify a majority of the remaining balance to earnings over the next 12 months (with the impact offset by cash flows from underlying hedged items).
 
The location in the consolidated statements of income and comprehensive income and amounts of gains and losses related to derivative instruments designated as cash flow hedges are provided in the following table. Reclassifications of amounts from accumulated other comprehensive income into income include accumulated gains (losses) on dedesignated hedges at the time earnings are impacted by the forecasted transaction.
 
The Company revised amounts previously presented in the tables below for the pretax gain (loss) recognized in other comprehensive income on effective portion of derivative (“Gain Recognized in OCI”) and the pretax gain (loss) recognized in income on effective portion of derivative as a result of reclassification from accumulated other comprehensive income (“Gain Reclassified into Income”) for the three and nine months ended September 30, 2013 relative to foreign currency forward contracts. These immaterial corrections decreased both the previously presented amounts of the Gain Recognized in OCI and the Gain Reclassified into Income in the disclosure tables below by $15 million and $17 million for the three and nine months ended September 30, 2013, respectively. The revisions had no impact on the Company’s consolidated results of operations or financial condition.
 
Three months ended September 30, 2014

(Millions)	 	Pretax Gain (Loss)
Recognized in Other
Comprehensive
Income on Effective
Portion of Derivative	 	Pretax Gain (Loss) Recognized in
Income on Effective Portion of
Derivative as a Result of
Reclassification from
Accumulated Other
Comprehensive Income	 	Ineffective Portion of Gain
(Loss) on Derivative and
Amount Excluded from
Effectiveness Testing
Recognized in Income	 	
Derivatives in Cash Flow Hedging Relationships	 	Amount	 	Location	 	Amount	 	Location	 	Amount	 	
Foreign currency forward/option contracts	 	$	103	 	Cost of sales	 	$	(7	)	Cost of sales	 	$	—	 	
Commodity price swap contracts	 	(3	)	Cost of sales	 	(1	)	Cost of sales	 	—	 	
Interest rate swap contracts	 	(2	)	Interest expense	 	(1	)	Interest expense	 	—	 	
Total	 	$	98	 	 	 	$	(9	)	 	 	$	—	 	
 
Nine months ended September 30, 2014

(Millions)	 	Pretax Gain (Loss)
Recognized in Other
Comprehensive
Income on Effective
Portion of Derivative	 	Pretax Gain (Loss) Recognized in
Income on Effective Portion of
Derivative as a Result of
Reclassification from
Accumulated Other
Comprehensive Income	 	Ineffective Portion of Gain
(Loss) on Derivative and
Amount Excluded from
Effectiveness Testing
Recognized in Income	 	
Derivatives in Cash Flow Hedging Relationships	 	Amount	 	Location	 	Amount	 	Location	 	Amount	 	
Foreign currency forward/option contracts	 	$	90	 	Cost of sales	 	$	(9	)	Cost of sales	 	$	—	 	
Commodity price swap contracts	 	(2	)	Cost of sales	 	2	 	Cost of sales	 	—	 	
Interest rate swap contracts	 	(2	)	Interest expense	 	(1	)	Interest expense	 	—	 	
Total	 	$	86	 	 	 	$	(8	)	 	 	$	—	 	

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Three months ended September 30, 2013

(Millions)	 	Pretax Gain (Loss)
Recognized in Other
Comprehensive
Income on Effective
Portion of Derivative	 	Pretax Gain (Loss) Recognized in
Income on Effective Portion of
Derivative as a Result of
Reclassification from
Accumulated Other
Comprehensive Income	 	Ineffective Portion of Gain
(Loss) on Derivative and
Amount Excluded from
Effectiveness Testing
Recognized in Income	 	
Derivatives in Cash Flow Hedging Relationships	 	Amount	 	Location	 	Amount	 	Location	 	Amount	 	
Foreign currency forward/option contracts	 	$	(39	)	Cost of sales	 	$	1	 	Cost of sales	 	$	—	 	
Foreign currency forward contracts	 	44	 	Interest expense	 	44	 	Interest expense	 	—	 	
Commodity price swap contracts	 	—	 	Cost of sales	 	(1	)	Cost of sales	 	—	 	
Interest rate swap contracts	 	—	 	Interest expense	 	(1	)	Interest expense	 	—	 	
Total	 	$	5	 	 	 	$	43	 	 	 	$	—	 	
 
Nine months ended September 30, 2013

(Millions)	 	Pretax Gain (Loss)
Recognized in Other
Comprehensive
Income on Effective
Portion of Derivative	 	Pretax Gain (Loss) Recognized in
Income on Effective Portion of
Derivative as a Result of
Reclassification from
Accumulated Other
Comprehensive Income	 	Ineffective Portion of Gain
(Loss) on Derivative and
Amount Excluded from
Effectiveness Testing
Recognized in Income	 	
Derivatives in Cash Flow Hedging Relationships	 	Amount	 	Location	 	Amount	 	Location	 	Amount	 	
Foreign currency forward/option contracts	 	$	2	 	Cost of sales	 	$	(8	)	Cost of sales	 	$	—	 	
Foreign currency forward contracts	 	(110	)	Interest expense	 	(111	)	Interest expense	 	—	 	
Commodity price swap contracts	 	(1	)	Cost of sales	 	(1	)	Cost of sales	 	—	 	
Interest rate swap contracts	 	—	 	Interest expense	 	(1	)	Interest expense	 	—	 	
Total	 	$	(109	)	 	 	$	(121	)	 	 	$	—	 	
 
Fair Value Hedges:
 
For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivatives as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.
 
Fair Value Hedging - Interest Rate Swaps: The Company manages interest expense using a mix of fixed and floating rate debt. To help manage borrowing costs, the Company may enter into interest rate swaps. Under these arrangements, the Company agrees to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. The mark-to-market of these fair value hedges is recorded as gains or losses in interest expense and is offset by the gain or loss of the underlying debt instrument, which also is recorded in interest expense. These fair value hedges are highly effective and, thus, there is no impact on earnings due to hedge ineffectiveness. The dollar equivalent (based on inception date foreign currency exchange rates) gross notional amount of the Company’s interest rate swaps at September 30, 2014 was $1 billion.
 
At September 30, 2014, the Company had interest rate swaps designated as fair value hedges of underlying fixed rate obligations. In July 2007, in connection with the issuance of a seven-year Eurobond for an amount of 750 million Euros, the Company completed a fixed-to-floating interest rate swap on a notional amount of 400 million Euros as a fair value hedge of a portion of the fixed interest rate Eurobond obligation. In August 2010, the Company terminated 150 million Euros of the notional amount of this swap. As a result, a gain of 18 million Euros, recorded as part of the balance of the underlying debt, was amortized as an offset to interest expense over this debt’s remaining life. Prior to termination of the applicable portion of the interest rate swap, the mark-to-market of the hedge instrument was recorded as gains or losses in interest expense and was offset by the gain or loss on carrying value of the underlying debt instrument. Consequently, the subsequent amortization of the 18 million Euros recorded as part of the underlying debt balance was not part of the gain on hedged items recognized in income in the tables below. The remaining interest rate swap of 250 million Euros (notional amount) matured in July 2014.
 
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In November 2013, 3M issued an eight-year 1.875% fixed rate Eurobond for a face amount of 600 million Euros. Upon debt issuance, 3M completed a fixed-to-floating interest rate swap on a notional amount of 300 million Euros as a fair value hedge of a portion of the fixed interest rate Eurobond obligation.
 
In June 2014, 3M issued a five-year 1.625% fixed rate medium-term note for a face amount of $625 million. Upon debt issuance, 3M completed a fixed-to-floating interest rate swap on a notional amount of $600 million as a fair value hedge of a portion of the fixed interest rate medium-term note obligation.
 
The location in the consolidated statements of income and amounts of gains and losses related to derivative instruments designated as fair value hedges and similar information relative to the hedged items are as follows:

Three months ended September 30, 2014	 	Gain (Loss) on Derivative	 	Gain (Loss) on Hedged Item	 	
(Millions)	 	Recognized in Income	 	Recognized in Income	 	
Derivatives in Fair Value Hedging Relationships	 	Location	 	Amount	 	Location	 	Amount	 	
Interest rate swap contracts	 	Interest expense	 	$	—	 	Interest expense	 	$	—	 	
Total	 	 	 	$	—	 	 	 	$	—	 	

Nine months ended September 30, 2014	 	Gain (Loss) on Derivative	 	Gain (Loss) on Hedged Item	 	
(Millions)	 	Recognized in Income	 	Recognized in Income	 	
Derivatives in Fair Value Hedging Relationships	 	Location	 	Amount	 	Location	 	Amount	 	
Interest rate swap contracts	 	Interest expense	 	$	13	 	Interest expense	 	$	(13	)	
Total	 	 	 	$	13	 	 	 	$	(13	)	

Three months ended September 30, 2013	 	Gain (Loss) on Derivative	 	Gain (Loss) on Hedged Item	 	
(Millions)	 	Recognized in Income	 	Recognized in Income	 	
Derivatives in Fair Value Hedging Relationships	 	Location	 	Amount	 	Location	 	Amount	 	
Interest rate swap contracts	 	Interest expense	 	$	(3	)	Interest expense	 	$	3	 	
Total	 	 	 	$	(3	)	 	 	$	3	 	

Nine months ended September 30, 2013	 	Gain (Loss) on Derivative	 	Gain (Loss) on Hedged Item	 	
(Millions)	 	Recognized in Income	 	Recognized in Income	 	
Derivatives in Fair Value Hedging Relationships	 	Location	 	Amount	 	Location	 	Amount	 	
Interest rate swap contracts	 	Interest expense	 	$	(11	)	Interest expense	 	$	11	 	
Total	 	 	 	$	(11	)	 	 	$	11	 	
 
Net Investment Hedges:
 
As circumstances warrant, the Company uses cross currency swaps, forwards and foreign currency denominated debt to hedge portions of the Company’s net investments in foreign operations. For hedges that meet the effectiveness requirements, the net gains or losses attributable to changes in spot exchange rates are recorded in cumulative translation within other comprehensive income. The remainder of the change in value of such instruments is recorded in earnings. Recognition in earnings of amounts previously recorded in cumulative translation is limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation.
 
In addition to the derivative instruments used as hedging instruments in net investment hedges, 3M also uses foreign currency denominated debt as nonderivative hedging instruments in certain net investment hedges. In July and December 2007, the Company issued seven-year fixed rate Eurobond securities for amounts of 750 million Euros and 275 million Euros, respectively. 3M designated each of these Eurobond issuances as hedging instruments of the Company’s net investment in its European subsidiaries. In the second and third quarter of 2014, the Company dedesignated 716 million Euros and 309 million Euros, respectively, of the seven-year Eurobond securities due in July 2014 from the net investment hedge relationship. Accordingly, changes in carrying value of this portion of the foreign currency denominated debt due to exchange rate changes were recorded in earnings through their July 2014 maturity.
 
In November 2013, the Company issued eight-year fixed rate Eurobond securities for 600 million Euros. 3M designated each of these Eurobond issuances as hedging instruments of the Company’s net investment in its European subsidiaries.
 
In anticipation of the November 2013 Eurobond issuance, the Company entered into foreign currency forward contracts with notional amounts totaling 594 million Euros. These forward contracts were designated as hedging instruments of the Company’s net investment in its European subsidiaries. These contracts matured in November 2013.
 
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In the second and third quarter of 2014, the Company entered into foreign currency forward contracts with notional amounts totaling 1.25 billion Euros, of which 550 million Euros matured and settled in September 2014 with 3M receiving net cash proceeds of $37 million. The remaining foreign currency forward contracts with a notional amount of 700 million Euros mature in November 2014. These forward contracts were designated as hedging instruments of the Company’s net investment in its European subsidiaries.
 
The location in the consolidated statements of income and comprehensive income and amounts of gains and losses related to derivative and nonderivative instruments designated as net investment hedges are as follows. There were no reclassifications of the effective portion of net investment hedges out of accumulated other comprehensive income into income for the periods presented in the table below.
 
Three months ended September 30, 2014

Derivative and Nonderivative Instruments in Net Investment Hedging Relationships	 	Pretax Gain (Loss)
Recognized as Cumulative
Translation within Other
Comprehensive Income
on Effective Portion of
Instrument	 	Ineffective Portion of Gain
(Loss) on Instrument and
Amount Excluded from
Effectiveness Testing
Recognized in Income	 	
(Millions)	 	Amount	 	Location	 	Amount	 	
Foreign currency denominated debt	 	$	(54	)	N/A	 	$	—	 	
Foreign currency forward contracts	 	55	 	N/A	 	—	 	
Total	 	$	1	 	 	 	$	—	 	
 
Nine months ended September 30, 2014

Derivative and Nonderivative Instruments in Net Investment Hedging Relationships	 	Pretax Gain (Loss)
Recognized as Cumulative
Translation within Other
Comprehensive Income on
Effective Portion of
Instrument	 	Ineffective Portion of Gain
(Loss) on Instrument and
Amount Excluded from
Effectiveness Testing
Recognized in Income	 	
(Millions)	 	Amount	 	Location	 	Amount	 	
Foreign currency denominated debt	 	$	(81	)	N/A	 	$	—	 	
Foreign currency forward contracts	 	56	 	N/A	 	—	 	
Total	 	$	(25	)	 	 	$	—	 	
 
Three months ended September 30, 2013

Derivative and Nonderivative Instruments in Net Investment Hedging Relationships	 	Pretax Gain (Loss)
Recognized as Cumulative
Translation within Other
Comprehensive Income on
Effective Portion of
Instrument	 	Ineffective Portion of Gain
(Loss) on Instrument and
Amount Excluded from
Effectiveness Testing
Recognized in Income	 	
(Millions)	 	Amount	 	Location	 	Amount	 	
Foreign currency denominated debt	 	$	(52	)	N/A	 	$	—	 	
Total	 	$	(52	)	 	 	$	—	 	
 
Nine months ended September 30, 2013

Derivative and Nonderivative Instruments in Net Investment Hedging Relationships	 	Pretax Gain (Loss)
Recognized as Cumulative
Translation within Other
Comprehensive Income on
Effective Portion of
Instrument	 	Ineffective Portion of Gain
(Loss) on Instrument and
Amount Excluded from
Effectiveness Testing
Recognized in Income	 	
(Millions)	 	Amount	 	Location	 	Amount	 	
Foreign currency denominated debt	 	$	(35	)	N/A	 	$	—	 	
Total	 	$	(35	)	 	 	$	—	 	

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Derivatives Not Designated as Hedging Instruments:
 
Derivatives not designated as hedging instruments include dedesignated foreign currency forward and option contracts that formerly were designated in cash flow hedging relationships (as referenced in the preceding Cash Flow Hedges section). In addition, 3M enters into foreign currency forward contracts and commodity price swaps to offset, in part, the impacts of certain intercompany activities (primarily associated with intercompany licensing arrangements) and fluctuations in costs associated with the use of certain precious metals, respectively. These derivative instruments are not designated in hedging relationships; therefore, fair value gains and losses on these contracts are recorded in earnings. The dollar equivalent gross notional amount of these forward, option and swap contracts not designated as hedging instruments totaled $6.9 billion as of September 30, 2014. The Company does not hold or issue derivative financial instruments for trading purposes.
 
The Company revised amounts previously presented in the tables below for the gain (loss) on derivative recognized in income (“Gain Recognized in Income”) relative to foreign currency forward contracts. These immaterial corrections decreased the previously presented amounts of the Gain Recognized in Income in the disclosure tables below by $21 million for nine months ended September 30, 2013. The revisions had no impact on the Company’s consolidated results of operations or financial condition.
 
The location in the consolidated statements of income and amounts of gains and losses related to derivative instruments not designated as hedging instruments are as follows:

Derivatives Not Designated as Hedging Instruments	 	Three months ended September 30, 2014
Gain (Loss) on Derivative Recognized in
Income	 	Nine months ended September 30, 2014
Gain (Loss) on Derivative Recognized in
Income	 	
(Millions)	 	Location	 	Amount	 	Location	 	Amount	 	
Foreign currency forward/option contracts	 	Cost of sales	 	$	8	 	Cost of sales	 	$	5	 	
Foreign currency forward contracts	 	Interest expense	 	(72	)	Interest expense	 	(4	)	
Total	 	 	 	$	(64	)	 	 	$	1	 	

Derivatives Not Designated as Hedging Instruments	 	Three months ended September 30, 2013
Gain (Loss) on Derivative Recognized in
Income	 	Nine months ended September 30, 2013
Gain (Loss) on Derivative Recognized in
Income	 	
(Millions)	 	Location	 	Amount	 	Location	 	Amount	 	
Foreign currency forward/option contracts	 	Cost of sales	 	$	(16	)	Cost of sales	 	$	15	 	
Foreign currency forward contracts	 	Interest expense	 	—	 	Interest expense	 	(6	)	
Commodity price swap contracts	 	Cost of sales	 	—	 	Cost of sales	 	(1	)	
Total	 	 	 	$	(16	)	 	 	$	8	 	
 
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Location and Fair Value Amount of Derivative Instruments
 
The following tables summarize the fair value of 3M’s derivative instruments, excluding nonderivative instruments used as hedging instruments, and their location in the consolidated balance sheet. Additional information with respect to the fair value of derivative instruments is included in Note 10.

September 30, 2014	 	 	 	 	 	 	 	 	 	
(Millions)	 	Assets	 	Liabilities	 	
Fair Value of Derivative Instruments	 	Location	 	Amount	 	Location	 	Amount	 	
Derivatives designated as hedging instruments	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	Other current assets	 	$	81	 	Other current liabilities	 	$	4	 	
Foreign currency forward/option contracts	 	Other assets	 	26	 	Other liabilities	 	—	 	
Commodity price swap contracts	 	Other current assets	 	—	 	Other current liabilities	 	3	 	
Interest rate swap contracts	 	Other assets	 	23	 	Other liabilities	 	11	 	
Total derivatives designated as hedging instruments	 	 	 	$	130	 	 	 	$	18	 	
 	 	 	 	 	 	 	 	 	 	
Derivatives not designated as hedging instruments	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	Other current assets	 	$	68	 	Other current liabilities	 	$	46	 	
Total derivatives not designated as hedging instruments	 	 	 	$	68	 	 	 	$	46	 	
 	 	 	 	 	 	 	 	 	 	
Total derivative instruments	 	 	 	$	198	 	 	 	$	64	 	

December 31, 2013	 	 	 	 	 	 	 	 	 	
(Millions)	 	Assets	 	Liabilities	 	
Fair Value of Derivative Instruments	 	Location	 	Amount	 	Location	 	Amount	 	
Derivatives designated as hedging instruments	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	Other current assets	 	$	24	 	Other current liabilities	 	$	35	 	
Commodity price swap contracts	 	Other current assets	 	1	 	Other current liabilities	 	—	 	
Interest rate swap contracts	 	Other assets	 	8	 	Other liabilities	 	7	 	
Total derivatives designated as hedging instruments	 	 	 	$	33	 	 	 	$	42	 	
 	 	 	 	 	 	 	 	 	 	
Derivatives not designated as hedging instruments	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	Other current assets	 	$	51	 	Other current liabilities	 	$	68	 	
Total derivatives not designated as hedging instruments	 	 	 	$	51	 	 	 	$	68	 	
 	 	 	 	 	 	 	 	 	 	
Total derivative instruments	 	 	 	$	84	 	 	 	$	110	 	
 
Credit Risk and Offsetting of Assets and Liabilities of Derivative Instruments
 
The Company is exposed to credit loss in the event of nonperformance by counterparties in interest rate swaps, currency swaps, commodity price swaps, and forward and option contracts. However, the Company’s risk is limited to the fair value of the instruments. The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties. 3M enters into master netting arrangements with counterparties when possible to mitigate credit risk in derivative transactions. A master netting arrangement may allow each counterparty to net settle amounts owed between a 3M entity and the counterparty as a result of multiple, separate derivative transactions. As of September 30, 2014, 3M has International Swaps and Derivatives Association (ISDA) agreements with 12 applicable banks and financial institutions which contain netting provisions. In addition to a master agreement with 3M supported by a primary counterparty’s parent guarantee, 3M also has associated credit support agreements in place with 11 of its primary derivative counterparties which, among other things, provide the circumstances under which either party is required to post eligible collateral (when the market value of transactions covered by these agreements exceeds specified thresholds or if a counterparty’s credit rating has been downgraded to a predetermined rating). The Company does not anticipate nonperformance by any of these counterparties.
 
3M has elected to present the fair value of derivative assets and liabilities within the Company’s consolidated balance sheet on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise
 
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qualify for net presentation. However, the following tables provide information as if the Company had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria in the event of default or termination as stipulated by the terms of netting arrangements with each of the counterparties. For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period based on the 3M entity that is a party to the transactions. Derivatives not subject to master netting agreements are not eligible for net presentation. As of the applicable dates presented below, no cash collateral had been received or pledged related to these derivative instruments.
 
Offsetting of Financial Assets/Liabilities under Master Netting Agreements with Derivative Counterparties
 
September 30, 2014

 	 	 	 	Gross Amounts not Offset in the
Consolidated Balance Sheet that are Subject
to Master Netting Agreements	 	 	 	
(Millions)	 	Gross Amount of
Derivative Assets
Presented in the
Consolidated
Balance Sheet	 	Gross Amount of
Eligible Offsetting
Recognized
Derivative Liabilities	 	Cash Collateral
Received	 	Net Amount of
Derivative Assets	 	
Derivatives subject to master netting agreements	 	$	198	 	$	27	 	$	—	 	$	171	 	
Derivatives not subject to master netting agreements	 	—	 	 	 	 	 	—	 	
Total	 	$	198	 	 	 	 	 	$	171	 	

September 30, 2014

 	 	 	 	Gross Amounts not Offset in the
Consolidated Balance Sheet that are Subject
to Master Netting Agreements	 	 	 	
(Millions)	 	Gross Amount of
Derivative Liabilities
Presented in the
Consolidated
Balance Sheet	 	Gross Amount of
Eligible Offsetting
Recognized
Derivative Assets	 	Cash Collateral
Pledged	 	Net Amount of
Derivative Liabilities	 	
Derivatives subject to master netting agreements	 	$	61	 	$	27	 	$	—	 	$	34	 	
Derivatives not subject to master netting agreements	 	3	 	 	 	 	 	3	 	
Total	 	$	64	 	 	 	 	 	$	37	 	

December 31, 2013

 	 	 	 	Gross Amounts not Offset in the
Consolidated Balance Sheet that are
Subject to Master Netting Agreements	 	 	 	
(Millions)	 	Gross Amount of
Derivative Assets
Presented in the
Consolidated
Balance Sheet	 	Gross Amount of
Eligible Offsetting
Recognized
Derivative Liabilities	 	Cash Collateral
Received	 	Net Amount of
Derivative Assets	 	
Derivatives subject to master netting agreements	 	$	83	 	$	51	 	$	—	 	$	32	 	
Derivatives not subject to master netting agreements	 	1	 	 	 	 	 	1	 	
Total	 	$	84	 	 	 	 	 	$	33	 	

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December 31, 2013

 	 	 	 	Gross Amounts not Offset in the
Consolidated Balance Sheet that are
Subject to Master Netting Agreements	 	 	 	
(Millions)	 	Gross Amount of
Derivative Liabilities
Presented in the
Consolidated
Balance Sheet	 	Gross Amount of
Eligible Offsetting
Recognized
Derivative Assets	 	Cash Collateral
Pledged	 	Net Amount of
Derivative Liabilities	 	
Derivatives subject to master netting agreements	 	$	110	 	$	51	 	$	—	 	$	59	 	
Derivatives not subject to master netting agreements	 	—	 	 	 	 	 	—	 	
Total	 	$	110	 	 	 	 	 	$	59	 	

Currency Effects
 
3M estimates that year-on-year currency effects, including hedging impacts, decreased net income attributable to 3M by approximately $10 million for the three months ended September 30, 2014 and decreased net income attributable to 3M by approximately $64 million for the nine months ended September 30, 2014. This estimate includes the effect of translating profits from local currencies into U.S. dollars and the impact of currency fluctuations on the transfer of goods between 3M operations in the United States and abroad. This estimate also includes year-on-year currency effects from transaction gains and losses, including both derivative instruments designed to reduce foreign currency exchange rate risks and the negative impact of converting Venezuelan bolivars into Euros and U.S. dollars, which 3M estimates on a combined basis increased net income attributable to 3M by approximately $7 million for three months ended September 30, 2014 and decreased net income attributable to 3M by approximately $18 million for the nine months ended September 30, 2014 .
 
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NOTE 10.  Fair Value Measurements 
 
3M follows ASC 820, Fair Value Measurements and Disclosures , with respect to assets and liabilities that are measured at fair value on a recurring basis and nonrecurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
 
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis:
 
For 3M, assets and liabilities that are measured at fair value on a recurring basis primarily relate to available-for-sale marketable securities, available-for-sale investments (included as part of investments in the Consolidated Balance Sheet) and certain derivative instruments. Derivatives include cash flow hedges, interest rate swaps and most net investment hedges. The information in the following paragraphs and tables primarily addresses matters relative to these financial assets and liabilities. Separately, there were no material fair value measurements with respect to nonfinancial assets or liabilities that are recognized or disclosed at fair value in the Company’s financial statements on a recurring basis for the three and nine months ended September 30, 2014 and 2013.
 
3M uses various valuation techniques, which are primarily based upon the market and income approaches, with respect to financial assets and liabilities. Following is a description of the valuation methodologies used for the respective financial assets and liabilities measured at fair value.
 
Available-for-sale marketable securities — except auction rate securities:
 
Marketable securities, except auction rate securities, are valued utilizing multiple sources. A weighted average price is used for these securities. Market prices are obtained for these securities from a variety of industry standard data providers, security master files from large financial institutions, and other third-party sources. These multiple prices are used as inputs into a distribution-curve-based algorithm to determine the daily fair value to be used. 3M classifies U.S. treasury securities as level 1, while all other marketable securities (excluding auction rate securities) are classified as level 2. Marketable securities are discussed further in Note 6.
 
Available-for-sale marketable securities — auction rate securities only:
 
As discussed in Note 6, auction rate securities held by 3M failed to auction since the second half of 2007. As a result, investments in auction rate securities are valued utilizing third-party indicative bid levels in markets that are not active and broker-dealer valuation models that utilize inputs such as current/forward interest rates, current market conditions and credit default swap spreads. 3M classifies these securities as level 3.
 
Available-for-sale investments:
 
Investments include equity securities that are traded in an active market. Closing stock prices are readily available from active markets and are used as being representative of fair value. 3M classifies these securities as level 1.
 
Derivative instruments:
 
The Company’s derivative assets and liabilities within the scope of ASC 815, Derivatives and Hedging , are required to be recorded at fair value. The Company’s derivatives that are recorded at fair value include foreign currency forward and option contracts, commodity price swaps, interest rate swaps, and net investment hedges where the hedging instrument is recorded at fair value. Net investment hedges that use foreign currency denominated debt to hedge 3M’s net investment are not impacted by the fair value measurement standard under ASC 820, as the debt used as the hedging instrument is
 
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marked to a value with respect to changes in spot foreign currency exchange rates and not with respect to other factors that may impact fair value.
 
3M has determined that foreign currency forwards and commodity price swaps will be considered level 1 measurements as these are traded in active markets which have identical asset or liabilities, while currency swaps, foreign currency options, interest rate swaps and cross-currency swaps will be considered level 2. For level 2 derivatives, 3M uses inputs other than quoted prices that are observable for the asset. These inputs include foreign currency exchange rates, volatilities, and interest rates. The level 2 derivative positions are primarily valued using standard calculations/models that use as their basis readily observable market parameters. Industry standard data providers are 3M’s primary source for forward and spot rate information for both interest rates and currency rates, with resulting valuations periodically validated through third-party or counterparty quotes and a net present value stream of cash flows model.
 
The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis.

 	 	Fair Value at	 	Fair Value Measurements	 	
(Millions)	 	September 30,	 	Using Inputs Considered as	 	
Description	 	2014	 	Level 1	 	Level 2	 	Level 3	 	
Assets:	 	 	 	 	 	 	 	 	 	
Available-for-sale:	 	 	 	 	 	 	 	 	 	
Marketable securities:	 	 	 	 	 	 	 	 	 	
U.S. government agency securities	 	$	148	 	$	—	 	$	148	 	$	—	 	
Foreign government agency securities	 	105	 	—	 	105	 	—	 	
Corporate debt securities	 	789	 	—	 	789	 	—	 	
Certificates of deposit/time deposits	 	43	 	—	 	43	 	—	 	
Commercial paper	 	14	 	—	 	14	 	—	 	
Asset-backed securities:	 	 	 	 	 	 	 	 	 	
Automobile loan related	 	383	 	—	 	383	 	—	 	
Credit card related	 	192	 	—	 	192	 	—	 	
Equipment lease related	 	72	 	—	 	72	 	—	 	
Other	 	65	 	—	 	65	 	—	 	
U.S. treasury securities	 	49	 	49	 	—	 	—	 	
Auction rate securities	 	12	 	—	 	—	 	12	 	
Investments	 	1	 	1	 	—	 	—	 	
Derivative instruments — assets:	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	175	 	175	 	—	 	—	 	
Interest rate swap contracts	 	23	 	—	 	23	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Liabilities:	 	 	 	 	 	 	 	 	 	
Derivative instruments — liabilities:	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	50	 	50	 	—	 	—	 	
Commodity price swap contracts	 	3	 	3	 	—	 	—	 	
Interest rate swap contracts	 	11	 	—	 	11	 	—	 	

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 	 	Fair Value at	 	Fair Value Measurements	 	
(Millions)	 	December 31,	 	Using Inputs Considered as	 	
Description	 	2013	 	Level 1	 	Level 2	 	Level 3	 	
Assets:	 	 	 	 	 	 	 	 	 	
Available-for-sale:	 	 	 	 	 	 	 	 	 	
Marketable securities:	 	 	 	 	 	 	 	 	 	
U.S. government agency securities	 	$	234	 	$	—	 	$	234	 	$	—	 	
Foreign government agency securities	 	125	 	—	 	125	 	—	 	
Corporate debt securities	 	781	 	—	 	781	 	—	 	
Certificates of deposit/time deposits	 	40	 	—	 	40	 	—	 	
Commercial paper	 	60	 	—	 	60	 	—	 	
Asset-backed securities:	 	 	 	 	 	 	 	 	 	
Automobile loan related	 	585	 	—	 	585	 	—	 	
Credit card related	 	180	 	—	 	180	 	—	 	
Equipment lease related	 	67	 	—	 	67	 	—	 	
Other	 	75	 	—	 	75	 	—	 	
U.S. treasury securities	 	49	 	49	 	—	 	—	 	
U.S. municipal securities	 	2	 	—	 	2	 	—	 	
Auction rate securities	 	11	 	—	 	—	 	11	 	
Investments	 	2	 	2	 	—	 	—	 	
Derivative instruments — assets:	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	75	 	75	 	—	 	—	 	
Commodity price swap contracts	 	1	 	1	 	—	 	—	 	
Interest rate swap contracts	 	8	 	—	 	8	 	—	 	
 	 	 	 	 	 	 	 	 	 	
Liabilities:	 	 	 	 	 	 	 	 	 	
Derivative instruments — liabilities:	 	 	 	 	 	 	 	 	 	
Foreign currency forward/option contracts	 	103	 	103	 	—	 	—	 	
Interest rate swap contracts	 	7	 	—	 	7	 	—	 	

The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3).

 	 	Three months ended	 	Nine months ended	 	
(Millions)	 	September 30,	 	September 30,	 	
Marketable securities — auction rate securities only	 	2014	 	2013	 	2014	 	2013	 	
Beginning balance	 	$	12	 	$	10	 	$	11	 	$	7	 	
Total gains or losses:	 	 	 	 	 	 	 	 	 	
Included in earnings	 	—	 	—	 	—	 	—	 	
Included in other comprehensive income	 	—	 	—	 	1	 	3	 	
Purchases, issuances, and settlements	 	—	 	—	 	—	 	—	 	
Transfers in and/or out of Level 3	 	—	 	—	 	—	 	—	 	
Ending balance	 	12	 	10	 	12	 	10	 	
 	 	 	 	 	 	 	 	 	 	
Change in unrealized gains or losses for the period included in earnings for securities held at the end of the reporting period	 	—	 	—	 	—	 	—	 	

In addition, the plan assets of 3M’s pension and postretirement benefit plans are measured at fair value on a recurring basis (at least annually). Refer to Note 10 in 3M’s Current Report on Form 8-K dated May 15, 2014 (which updated 3M’s 2013 Annual Report on Form 10-K).
 
Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis:
 
Disclosures are required for certain assets and liabilities that are measured at fair value, but are recognized and disclosed at fair value on a nonrecurring basis in periods subsequent to initial recognition. For 3M, such measurements of fair value relate primarily to long-lived asset impairments. There were no material long-lived asset impairments for the three and nine months ended September 30, 2014 and 2013.
 
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Fair Value of Financial Instruments:
 
The Company’s financial instruments include cash and cash equivalents, marketable securities, accounts receivable, certain investments, accounts payable, borrowings, and derivative contracts. The fair values of cash and cash equivalents, accounts receivable, accounts payable, and short-term borrowings and current portion of long-term debt (except the Eurobond securities totaling 1.025 billion Euros, which were moved from long-term debt to current portion of long-term debt in July 2013 and are shown separately in the table below) approximated carrying values because of the short-term nature of these instruments. Available-for-sale marketable securities and investments, in addition to certain derivative instruments, are recorded at fair values as indicated in the preceding disclosures. For its long-term debt the Company utilized third-party quotes to estimate fair values (classified as level 2). Information with respect to the carrying amounts and estimated fair values of these financial instruments follow:

 	 	September 30, 2014	 	December 31, 2013	 	
 	 	Carrying	 	Fair	 	Carrying	 	Fair	 	
(Millions)	 	Value	 	Value	 	Value	 	Value	 	
Eurobond securities (repaid July 2014)	 	$	—	 	$	—	 	$	1,424	 	$	1,447	 	
Long-term debt, excluding current portion	 	5,225	 	5,545	 	4,326	 	4,463	 	

The fair values reflected above consider the terms of the related debt absent the impacts of derivative/hedging activity. The carrying amount of long-term debt referenced above is impacted by certain fixed-to-floating interest rate swaps that are designated as fair value hedges and by the designation of fixed rate Eurobond securities issued by the Company as hedging instruments of the Company’s net investment in its European subsidiaries. Many of 3M’s fixed-rate bonds were trading at a premium at September 30, 2014 and December 31, 2013 due to the low interest rates and tightening of 3M’s credit spreads.
 
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NOTE 11.  Commitments and Contingencies 
 
Legal Proceedings:
 
The Company and some of its subsidiaries are involved in numerous claims and lawsuits, principally in the United States, and regulatory proceedings worldwide. These include various products liability (involving products that the Company now or formerly manufactured and sold), intellectual property, and commercial claims and lawsuits, including those brought under the antitrust laws, and environmental proceedings. Unless otherwise stated, the Company is vigorously defending all such litigation. Additional information about the Company’s process for disclosure and recording of liabilities and insurance receivables related to legal proceedings can be found in Note 13 “Commitments and Contingencies” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by the Company’s Current Report on Form 8-K dated May 15, 2014.
 
The following table shows the major categories of significant legal matters — respirator mask/asbestos litigation (including Aearo — described below), environmental remediation and other environmental liabilities — for which the Company has been able to estimate its probable liability and for which the Company has recorded accruals and the related insurance receivables:
 
Liability and Receivable Balances

(Millions)	 	September 30,
2014	 	December
31, 2013	 	
 	 	 	 	 	 	
Respirator mask/asbestos liabilities	 	$	175	 	$	152	 	
Respirator mask/asbestos insurance receivables	 	41	 	58	 	
 	 	 	 	 	 	
Environmental remediation liabilities	 	$	26	 	$	27	 	
Environmental remediation insurance receivables	 	11	 	11	 	
 	 	 	 	 	 	
Other environmental liabilities	 	$	44	 	$	48	 	
Other environmental insurance receivables	 	15	 	15	 	
 
The following sections first describe the significant legal proceedings in which the Company is involved, and then describe the liabilities and associated insurance receivables the Company has accrued relating to its significant legal proceedings.
 
Respirator Mask/Asbestos Litigation
 
As of September 30, 2014, the Company is a named defendant, with multiple co-defendants, in numerous lawsuits in various courts that purport to represent approximately 2,230 individual claimants, compared to approximately 2,200 individual claimants with actions pending at December 31, 2013.
 
The vast majority of the lawsuits and claims resolved by and currently pending against the Company allege use of some of the Company’s mask and respirator products and seek damages from the Company and other defendants for alleged personal injury from workplace exposures to asbestos, silica, coal mine dust or other occupational dusts found in products manufactured by other defendants or generally in the workplace. A minority of the lawsuits and claims resolved by and currently pending against the Company generally allege personal injury from occupational exposure to asbestos from products previously manufactured by the Company, which are often unspecified, as well as products manufactured by other defendants, or occasionally at Company premises.
 
The Company’s current volume of new and pending matters is substantially lower than its historical experience. The Company expects that filing of claims by unimpaired claimants in the future will continue to be at much lower levels than in the past. Accordingly, the number of claims alleging more serious injuries, including mesothelioma and other malignancies, will represent a greater percentage of total claims than in the past. The Company has prevailed in all nine cases taken to trial, including seven of the eight cases tried to verdict (such trials occurred in 1999, 2000, 2001, 2003, 2004, and 2007), and an appellate reversal in 2005 of the 2001 jury verdict adverse to the Company. The ninth case, tried in 2009, was dismissed by the Court at the close of plaintiff’s evidence, based on the Court’s legal finding that the plaintiff had not presented sufficient evidence to support a jury verdict.
 
The Company has demonstrated in these past trial proceedings that its respiratory protection products are effective as claimed when used in the intended manner and in the intended circumstances. Consequently the Company believes that claimants are unable to establish that their medical conditions, even if significant, are attributable to the Company’s respiratory protection products. Nonetheless the Company’s litigation experience indicates that claims of persons with
 
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malignant conditions are costlier to resolve than the claims of unimpaired persons, and it therefore believes the average cost of resolving pending and future claims on a per-claim basis will continue to be higher than it experienced in prior periods when the vast majority of claims were asserted by the unimpaired.
 
As previously reported, the State of West Virginia, through its Attorney General, filed a complaint in 2003 against the Company and two other manufacturers of respiratory protection products in the Circuit Court of Lincoln County, West Virginia and amended its complaint in 2005. The amended complaint seeks substantial, but unspecified, compensatory damages primarily for reimbursement of the costs allegedly incurred by the State for worker’s compensation and healthcare benefits provided to all workers with occupational pneumoconiosis and unspecified punitive damages. The case has been inactive since the fourth quarter of 2007, other than a case management conference in March 2011. In November 2013, the State filed a motion to bifurcate the lawsuit into separate liability and damages proceedings. A hearing on that motion may occur in the first quarter of 2015. No liability has been recorded for this matter because the Company believes that liability is not probable and estimable at this time. In addition, the Company is not able to estimate a possible loss or range of loss given the lack of any meaningful discovery responses by the State of West Virginia, the otherwise minimal activity in this case and the fact that the complaint asserts claims against two other manufacturers where a defendant’s share of liability may turn on the law of joint and several liability and by the amount of fault, if any, a jury might allocate to each defendant if the case is ultimately tried.
 
Respirator Mask/Asbestos Liabilities and Insurance Receivables: The Company estimates its respirator mask/asbestos liabilities, including the cost to resolve the claims and defense costs, by examining: (i) the Company’s experience in resolving claims, (ii) apparent trends, (iii) the apparent quality of claims ( e.g., whether the claim has been asserted on behalf of asymptomatic claimants), (iv) changes in the nature and mix of claims ( e.g., the proportion of claims asserting usage of the Company’s mask or respirator products and alleging exposure to each of asbestos, silica, coal or other occupational dusts, and claims pleading use of asbestos-containing products allegedly manufactured by the Company), (v) the number of current claims and a projection of the number of future asbestos and other claims that may be filed against the Company, (vi) the cost to resolve recently settled claims, and (vii) an estimate of the cost to resolve and defend against current and future claims.
 
Developments may occur that could affect the Company’s estimate of its liabilities. These developments include, but are not limited to, significant changes in (i) the number of future claims, (ii) the average cost of resolving claims, (iii) the legal costs of defending these claims and in maintaining trial readiness, (iv) changes in the mix and nature of claims received, (v) trial and appellate outcomes, (vi) changes in the law and procedure applicable to these claims, and (vii) the financial viability of other co-defendants and insurers.
 
As a result of the Company’s greater cost of resolving claims of persons who claim more serious injuries, including mesothelioma and other malignancies, the Company increased its accruals in the first nine months of 2014 for respirator mask/asbestos liabilities by $52 million, $31 million of which occurred in the third quarter of 2014. In the first nine months of 2014, the Company made payments for fees and settlements of $28 million related to the respirator mask/asbestos litigation, $9 million of which occurred in the third quarter of 2014. As of September 30, 2014, the Company had accruals for respirator mask/asbestos liabilities of $151 million (excluding Aearo accruals). The Company cannot estimate the amount or range of amounts by which the liability may exceed the accrual the Company has established because of the (i) inherent difficulty in projecting the number of claims that have not yet been asserted, (ii) the complaints nearly always assert claims against multiple defendants where the damages alleged are typically not attributed to individual defendants so that a defendant’s share of liability may turn on the law of joint and several liability, which can vary by state, (iii) the multiple factors described above that the Company considers in estimating its liabilities, and (iv) the several possible developments described above that may occur that could affect the Company’s estimate of liabilities.
 
As of September 30, 2014, the Company’s receivable for insurance recoveries related to the respirator mask/asbestos litigation was $41 million. The Company estimates insurance receivables based on an analysis of its policies, including their exclusions, pertinent case law interpreting comparable policies, its experience with similar claims, and assessment of the nature of each claim and remaining coverage, and then records an amount it has concluded is likely to be recovered. Various factors could affect the timing and amount of recovery of this receivable, including (i) delays in or avoidance of payment by insurers; (ii) the extent to which insurers may become insolvent in the future, and (iii) the outcome of negotiations with insurers and legal proceedings with respect to respirator mask/asbestos liability insurance coverage.
 
As previously reported, on January 5, 2007 the Company was served with a declaratory judgment action filed on behalf of two of its insurers (Continental Casualty and Continental Insurance Co. – both part of the Continental Casualty Group) disclaiming coverage for respirator mask/asbestos claims. The action, in the District Court in Ramsey County, Minnesota, sought declaratory judgment regarding coverage provided by the policies and the allocation of covered costs among the policies issued by the various insurers. The action named, in addition to the Company, over 60 of the Company’s insurers. The plaintiffs, Continental Casualty and Continental Insurance Co., as well as a significant number of the insurer defendants named in the amended complaint were dismissed because of settlements they had reached with the Company regarding the
 
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matters at issue in the lawsuit. In July 2013, the Company reached agreements in principle with the remaining insurers in the lawsuit. All of the settlement agreements have now been executed. In June 2014, the Court issued an order dismissing the case. During the first nine months of 2014, the Company received payments of $17 million from settlements with insurers. The final payment of $6 million from the insurers was received in the third quarter of 2014.
 
The Company has unresolved coverage with claims-made carriers for respirator mask claims. The Company is also seeking coverage under the policies of certain insolvent insurers. Once those claims for coverage are resolved, the Company will have collected substantially all of its remaining insurance coverage for respirator mask/asbestos claims.
 
Respirator Mask/Asbestos Litigation — Aearo Technologies
 
On April 1, 2008, a subsidiary of the Company purchased the stock of Aearo Holding Corp., the parent of Aearo Technologies (“Aearo”). Aearo manufactured and sold various products, including personal protection equipment, such as eye, ear, head, face, fall and certain respiratory protection products.
 
As of September 30, 2014, Aearo and/or other companies that previously owned and operated Aearo’s respirator business (American Optical Corporation, Warner-Lambert LLC, AO Corp. and Cabot Corporation (“Cabot”)) are named defendants, with multiple co-defendants, including the Company, in numerous lawsuits in various courts in which plaintiffs allege use of mask and respirator products and seek damages from Aearo and other defendants for alleged personal injury from workplace exposures to asbestos, silica-related, or other occupational dusts found in products manufactured by other defendants or generally in the workplace.
 
As of September 30, 2014, the Company, through its Aearo subsidiary, has recorded $24 million as the best estimate of the probable liabilities for product liabilities and defense costs related to current and future Aearo-related asbestos and silica-related claims. Responsibility for legal costs, as well as for settlements and judgments, is currently shared in an informal arrangement among Aearo, Cabot, American Optical Corporation and a subsidiary of Warner Lambert and their insurers (the “Payor Group”). Liability is allocated among the parties based on the number of years each company sold respiratory products under the “AO Safety” brand and/or owned the AO Safety Division of American Optical Corporation and the alleged years of exposure of the individual plaintiff. Aearo’s share of the contingent liability is further limited by an agreement entered into between Aearo and Cabot on July 11, 1995. This agreement provides that, so long as Aearo pays to Cabot a quarterly fee of $100,000, Cabot will retain responsibility and liability for, and indemnify Aearo against, any product liability claims involving exposure to asbestos, silica, or  silica products for respirators sold prior to July 11, 1995. Because of the difficulty in determining how long a particular respirator remains in the stream of commerce after being sold, Aearo and Cabot have applied the agreement to claims arising out of the alleged use of respirators involving exposure to asbestos, silica or silica products prior to January 1, 1997. With these arrangements in place, Aearo’s potential liability is limited to exposures alleged to have arisen from the use of respirators involving exposure to asbestos, silica, or silica products on or after January 1, 1997. To date, Aearo has elected to pay the quarterly fee. Aearo could potentially be exposed to additional claims for some part of the pre-July 11, 1995 period covered by its agreement with Cabot if Aearo elects to discontinue its participation in this arrangement, or if Cabot is no longer able to meet its obligations in these matters.
 
In March 2012, Cabot CSC Corporation and Cabot Corporation filed a lawsuit against Aearo in the Superior Court of Suffolk County, Massachusetts seeking declaratory relief as to the scope of Cabot’s indemnity obligations under the July 11, 1995 agreement, including whether Cabot has retained liability for coal workers’ pneumoconiosis claims, and seeking damages for breach of contract. In June 2014, the court granted Aearo’s motion for summary judgment on all claims. Cabot has filed a motion for reconsideration, and Aearo has filed a motion for clarification of the court’s order granting Aearo summary judgment. In October 2014, the court denied Aearo’s motion for clarification. The court also denied, in part, Cabot’s motion for reconsideration and reaffirmed its ruling that Cabot retained liability for claims involving exposure to silica in coal mine dust. The court granted Cabot’s motion, in part, ruling that Aearo was not entitled to summary judgment on Cabot’s claim for equitable allocation, and on whether the 258 underlying claims were Cabot’s responsibility. These two issues remain in the case for further proceedings.
 
Developments may occur that could affect the estimate of Aearo’s liabilities. These developments include, but are not limited to: (i) significant changes in the number of future claims, (ii) significant changes in the average cost of resolving claims, (iii) significant changes in the legal costs of defending these claims, (iv) significant changes in the mix and nature of claims received, (v) trial and appellate outcomes, (vi) significant changes in the law and procedure applicable to these claims, (vii) significant changes in the liability allocation among the co-defendants, (viii) the financial viability of members of the Payor Group including exhaustion of available coverage limits, and/or (ix) a determination that the interpretation of the contractual obligations on which Aearo has estimated its share of liability is inaccurate. The Company cannot determine the impact of these potential developments on its current estimate of Aearo’s share of liability for these existing and future claims. If any of the developments described above were to occur, the actual amount of these liabilities for existing and future claims could be significantly larger than the amount accrued.
 
Because of the inherent difficulty in projecting the number of claims that have not yet been asserted, the complexity of allocating responsibility for future claims among the Payor Group, and the several possible developments that may occur
 
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that could affect the estimate of Aearo’s liabilities, the Company cannot estimate the amount or range of amounts by which Aearo’s liability may exceed the accrual the Company has established.
 
Environmental Matters and Litigation
 
The Company’s operations are subject to environmental laws and regulations including those pertaining to air emissions, wastewater discharges, toxic substances, and the handling and disposal of solid and hazardous wastes enforceable by national, state, and local authorities around the world, and private parties in the United States and abroad. These laws and regulations provide, under certain circumstances, a basis for the remediation of contamination, for restoration of or compensation for damages to natural resources, and for personal injury and property damage claims. The Company has incurred, and will continue to incur, costs and capital expenditures in complying with these laws and regulations, defending personal injury and property damage claims, and modifying its business operations in light of its environmental responsibilities. In its effort to satisfy its environmental responsibilities and comply with environmental laws and regulations, the Company has established, and periodically updates, policies relating to environmental standards of performance for its operations worldwide.
 
Under certain environmental laws, including the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state laws, the Company may be jointly and severally liable, typically with other companies, for the costs of remediation of environmental contamination at current or former facilities and at off-site locations. The Company has identified numerous locations, most of which are in the United States, at which it may have some liability. Please refer to the section entitled “ Environmental Liabilities and Insurance Receivables” that follows for information on the amount of the accrual.
 
Environmental Matters
 
As previously reported, the Company has been voluntarily cooperating with ongoing reviews by local, state, federal (primarily the U.S. Environmental Protection Agency (EPA)), and international agencies of possible environmental and health effects of various perfluorinated compounds (“PFCs”), including perfluorooctanyl compounds such as perfluorooctanoate (“PFOA”) and perfluorooctane sulfonate (“PFOS”). As a result of its phase-out decision in May 2000, the Company no longer manufactures perfluorooctanyl compounds. The company ceased manufacturing and using the vast majority of these compounds within approximately two years of the phase-out announcement, and ceased all manufacturing and the last significant use of this chemistry by the end of 2008. Through its ongoing life cycle management and its raw material composition identification processes associated with the Company’s policies covering the use of all persistent and bio-accumulative materials, the Company has on occasion identified the presence of precursor chemicals in materials received from suppliers that may ultimately degrade to PFOA, PFOS, or similar compounds. Upon such identification, the Company works to find alternatives for such materials.
 
Regulatory activities concerning PFOA and/or PFOS continue in the United States, Europe and elsewhere, and before certain international bodies. These activities include gathering of exposure and use information, risk assessment, and consideration of regulatory approaches. As the database of studies of both chemicals has expanded, the EPA has developed draft human health effects documents summarizing the available data from these studies. In February 2014, the EPA initiated external peer review of its draft human health effects documents for PFOA and PFOS. The peer review panel met in August 2014. The EPA has stated that following the peer review process it will revise its health effects documents and use them to establish lifetime health advisories for PFOS and PFOA in drinking water. Lifetime health advisories, while not enforceable, serve as guidance and are benchmarks for determining if concentrations of chemicals in tap water from public utilities are safe for public consumption. Once finalized, the EPA stated that the lifetime health advisories are expected to supersede the provisional health advisories for PFOA and PFOS in drinking water issued by the EPA in 2009 — currently at 0.4 micrograms per liter for PFOA and 0.2 micrograms per liter for PFOS. In an effort to collect exposure information under the Safe Drinking Water Act, the EPA published on May 2, 2012 a list of unregulated substances, including six PFCs, required to be monitored during the period 2013-2015 by public water system suppliers to determine the extent of their occurrence.
 
The Company is continuing to make progress in its work, under the supervision of state regulators, to address its historic disposal of PFC-containing waste associated with manufacturing operations at the Decatur, Alabama, Cottage Grove, Minnesota, and Cordova, Illinois plants.
 
As previously reported, the Company entered into a voluntary remedial action agreement with the Alabama Department of Environmental Management (ADEM) to address the presence of PFCs in the soil at the Company’s manufacturing facility in Decatur, Alabama. Pursuant to a permit issued by ADEM, for approximately twenty years, the Company incorporated its wastewater treatment plant sludge containing PFCs in fields at its Decatur facility. After a review of the available options to address the presence of PFCs in the soil, ADEM agreed that the preferred remediation option is to use a multilayer cap over the former sludge incorporation areas on the manufacturing site with subsequent groundwater migration controls and
 
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treatment. Implementation of that option will continue throughout the balance of 2014 and is expected to be completed in 2017.
 
The Company continues to work with the Minnesota Pollution Control Agency (MPCA) pursuant to the terms of the previously disclosed May 2007 Settlement Agreement and Consent Order to address the presence of certain PFCs in the soil and groundwater at former disposal sites in Washington County, Minnesota (Oakdale and Woodbury) and at the Company’s manufacturing facility at Cottage Grove, Minnesota. Under this agreement, the Company’s principal obligations include (i) evaluating releases of certain PFCs from these sites and proposing response actions; (ii) providing treatment or alternative drinking water upon identifying any level exceeding a Health Based Value (“HBV”) or Health Risk Limit (“HRL”) (i.e., the amount of a chemical in drinking water determined by the Minnesota Department of Health (MDH) to be safe for human consumption over a lifetime) for certain PFCs  for which a HBV and/or HRL exists as a result of contamination from these sites; (iii) remediating identified sources of other PFCs at these sites that are not controlled by actions to remediate PFOA and PFOS; and (iv) sharing information with the MPCA about certain perfluorinated compounds. During 2008, the MPCA issued formal decisions adopting remedial options for the former disposal sites in Washington County, Minnesota (Oakdale and Woodbury). In August 2009, the MPCA issued a formal decision adopting remedial options for the Company’s Cottage Grove manufacturing facility. During the spring and summer of 2010, 3M began implementing the agreed upon remedial options at the Cottage Grove and Woodbury sites. 3M commenced the remedial option at the Oakdale site in late 2010. At each location the remedial options were recommended by the Company and approved by the MPCA. Remediation work has been completed at the Oakdale and Woodbury sites, and they are in an operational maintenance mode. Remediation will continue at the Cottage Grove site during 2014.
 
In February 2014, the Company submitted its most recent environmental assessment report to the Illinois Environmental Protection Agency summarizing the levels of PFCs in the soil, groundwater and surface water at or near its manufacturing facility in Cordova, Illinois. The Company will continue to monitor PFCs at the site and is engaged in discussions with the Illinois EPA concerning next steps for the site. In August 2014, the Illinois EPA approved a request by the Company to establish a groundwater management zone at the site, which includes ongoing pumping of impacted site groundwater, groundwater monitoring and routine reporting of results.
 
The Company cannot predict what additional regulatory actions arising from the foregoing proceedings and activities, if any, may be taken regarding such compounds or the consequences of any such actions.
 
Environmental Litigation
 
As previously reported, a former employee filed a purported class action lawsuit in 2002 in the Circuit Court of Morgan County, Alabama, seeking unstated damages and alleging that the plaintiffs suffered fear, increased risk, subclinical injuries, and property damage from exposure to certain perfluorochemicals at or near the Company’s Decatur, Alabama, manufacturing facility. The court in 2005 granted the Company’s motion to dismiss the named plaintiff’s personal injury-related claims on the basis that such claims are barred by the exclusivity provisions of the state’s Workers Compensation Act. The plaintiffs’ counsel filed an amended complaint in November 2006, limiting the case to property damage claims on behalf of a purported class of residents and property owners in the vicinity of the Decatur plant.
 
Also, in 2005, the judge in a second purported class action lawsuit (filed by three residents of Morgan County, Alabama, seeking unstated compensatory and punitive damages involving alleged damage to their property from emissions of certain perfluorochemical compounds from the Company’s Decatur, Alabama, manufacturing facility that formerly manufactured those compounds) granted the Company’s motion to abate the case, effectively putting the case on hold pending the resolution of class certification issues in the first action described above, filed in the same court in 2002. Despite the stay, plaintiffs filed an amended complaint seeking damages for alleged personal injuries and property damage on behalf of the named plaintiffs and the members of a purported class. No further action in the case is expected unless and until the stay is lifted.
 
In February 2009, a resident of Franklin County, Alabama, filed a purported class action lawsuit in the Circuit Court of Franklin County seeking compensatory damages and injunctive relief based on the application by the Decatur utility’s wastewater treatment plant of wastewater treatment sludge to farmland and grasslands in the state that allegedly contain PFOA, PFOS and other perfluorochemicals. The named defendants in the case include 3M, Daikin America, Inc., Synagro-WWT, Inc., Synagro South, LLC, and Biological Processors of America. The named plaintiff seeks to represent a class of all persons within the State of Alabama who have had PFOA, PFOS, and other perfluorochemicals released or deposited on their property. In March 2010, the Alabama Supreme Court ordered the case transferred from Franklin County to Morgan County. In May 2010, consistent with its handling of the other matters, the Morgan County Circuit Court abated this case, putting it on hold pending the resolution of the class certification issues in the first case filed there. In May 2013, the court stayed the case due to co-defendant Synagro’s bankruptcy filing. The parties are to report the status of the bankruptcy to the court on or before December 31, 2014.
 
In December 2010, the State of Minnesota, by its Attorney General Lori Swanson, acting in its capacity as trustee of the natural resources of the State of Minnesota, filed a lawsuit in Hennepin County District Court against 3M to recover
 
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damages (including unspecified assessment costs and reasonable attorney’s fees) for alleged injury to, destruction of, and loss of use of certain of the State’s natural resources under the Minnesota Environmental Response and Liability Act (MERLA) and the Minnesota Water Pollution Control Act (MWPCA), as well as statutory nuisance and common law claims of trespass, nuisance, and negligence with respect to the presence of PFCs in the groundwater, surface water, fish or other aquatic life, and sediments (the “NRD Lawsuit”). The State also seeks declarations under MERLA that 3M is responsible for all damages the State may suffer in the future for injuries to natural resources from releases of PFCs into the environment, and under MWPCA that 3M is responsible for compensation for future loss or destruction of fish, aquatic life, and other damages.
 
In November 2011, the Metropolitan Council filed a motion to intervene and a complaint in the NRD Lawsuit seeking compensatory damages and other legal, declaratory and equitable relief, including reasonable attorneys’ fees, for costs and fees that the Metropolitan Council alleges it will be required to assess at some time in the future if the MPCA imposes restrictions on Metropolitan Council’s PFOS discharges to the Mississippi River, including the installation and maintenance of a water treatment system. The Metropolitan Council’s intervention motion was based on several theories, including common law negligence, and statutory claims under MERLA for response costs, and under the Minnesota Environmental Rights Act (MERA) for declaratory and equitable relief against 3M for PFOS and other PFC pollution of the waters and sediments of the Mississippi River. 3M did not object to the motion to intervene. In January 2012, 3M answered the Metropolitan Council’s complaint and filed a counterclaim alleging that the Metropolitan Council discharges PFCs to the Mississippi River and discharges PFC-containing sludge and biosolids from one or more of its wastewater treatment plants onto agricultural lands and local area landfills. Accordingly, 3M requested that if the Court finds that the State is entitled to any of the damages the State seeks, 3M seeks contribution and apportionment from the Metropolitan Council, including attorneys’ fees, under MERLA, and contribution from and liability for the Metropolitan Council’s proportional share of damages awarded to the State under the MWPCA, as well as under statutory nuisance and common law theories of trespass, nuisance, and negligence. 3M also seeks declaratory relief under MERA.
 
In April 2012, 3M filed a motion to disqualify the State of Minnesota’s counsel, Covington & Burling, LLP (Covington). In October 2012, the court granted 3M’s motion to disqualify Covington as counsel to the State and the State and Covington appealed the court’s disqualification to the Minnesota Court of Appeals. In July 2013, the Minnesota Court of Appeals affirmed the district court’s disqualification order. In October 2013, the Minnesota Supreme Court granted both the State’s and Covington’s petition for review of the decision of the Minnesota Court of Appeals. In April 2014, the Minnesota Supreme Court affirmed in part, reversed in part, and remanded the case to the district court for further proceedings. In a separate but related action, the Company filed suit against Covington for breach of its fiduciary duties to the Company and for breach of contract arising out of Covington’s representation of the State of Minnesota in the NRD Lawsuit.
 
The State of New Jersey filed suit in 2005 against Occidental Chemical Corporation, Tierra Solutions Inc., Maxus Energy Corporation and five other companies seeking cleanup and removal costs and other damages associated with the presence of dioxin and other hazardous substances in the sediment of a 17-mile stretch of the Passaic River in New Jersey. In June 2009, the Company, along with more than 250 other companies, was served with a third-party complaint by Tierra Solutions Inc. and Maxus Energy Corporation seeking contribution towards the cost and damages asserted or incurred for investigation and remediation of discharges to the Passaic River. The third-party complaint seeks to spread those costs among the third-party defendants, including 3M. Allegations asserted against 3M relate to its use of two commercial drum conditioning facilities in New Jersey. In March 2013, 3M and other third party defendants entered into a settlement agreement with the state of New Jersey for an amount that is not material to 3M. In December 2013, the Court approved the settlement and entered the Consent Judgment. The settlement resolves claims or potential claims by the State of New Jersey regarding discharges or alleged discharges into the Passaic River by the settling parties, and precludes certain cost recovery actions by the third-party plaintiffs. The settlement with the State of New Jersey does not include release from potential federal claims yet to be asserted. Total costs for the remedy currently proposed by EPA could easily exceed $1 billion. While the Company does not yet have a basis for estimating its potential exposure in the yet to be asserted EPA claim, the Company currently believes its allocable share of the possible loss, if any, is likely to be a fraction of one percent of the total costs because of the Company’s limited potential involvement at this site.
 
For environmental litigation matters described in this section for which a liability, if any, has been recorded, the Company believes the amount recorded, as well as the possible loss or range of loss in excess of the established accrual is not material to the Company’s consolidated results of operations or financial condition. For those matters for which a liability has not been recorded, the Company believes such liability is not probable and estimable and the Company is not able to estimate a possible loss or range of loss at this time, with the exception of the Passaic River litigation, where the Company’s potential exposure, if any, is likely to be a fraction of one percent of the total costs.
 
Environmental Liabilities and Insurance Receivables
 
As of September 30, 2014, the Company had recorded liabilities of $26 million for estimated “environmental remediation” costs based upon an evaluation of currently available facts with respect to each individual site and also recorded related
 
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insurance receivables of $11 million. The Company records liabilities for remediation costs on an undiscounted basis when they are probable and reasonably estimable, generally no later than the completion of feasibility studies or the Company’s commitment to a plan of action. Liabilities for estimated costs of environmental remediation, depending on the site, are based primarily upon internal or third-party environmental studies, and estimates as to the number, participation level and financial viability of any other potentially responsible parties, the extent of the contamination and the nature of required remedial actions. The Company adjusts recorded liabilities as further information develops or circumstances change. The Company expects that it will pay the amounts recorded over the periods of remediation for the applicable sites, currently ranging up to 20 years.
 
As of September 30, 2014, the Company had recorded liabilities of $44 million for “other environmental liabilities” based upon an evaluation of currently available facts to implement the Settlement Agreement and Consent Order with the MPCA, the remedial action agreement with ADEM, and to address trace amounts of perfluorinated compounds in drinking water sources in the City of Oakdale, Minnesota, as well as presence in the soil and groundwater at the Company’s manufacturing facilities in Decatur, Alabama, and Cottage Grove, Minnesota, and at two former disposal sites in Washington County, Minnesota (Oakdale and Woodbury). The Company expects that most of the spending will occur over the next four years. As of September 30, 2014, the Company’s receivable for insurance recoveries related to “other environmental liabilities” was $15 million.
 
It is difficult to estimate the cost of environmental compliance and remediation given the uncertainties regarding the interpretation and enforcement of applicable environmental laws and regulations, the extent of environmental contamination and the existence of alternative cleanup methods. Developments may occur that could affect the Company’s current assessment, including, but not limited to: (i) changes in the information available regarding the environmental impact of the Company’s operations and products; (ii) changes in environmental regulations, changes in permissible levels of specific compounds in drinking water sources, or changes in enforcement theories and policies, including efforts to recover natural resource damages; (iii) new and evolving analytical and remediation techniques; (iv) success in allocating liability to other potentially responsible parties; and (v) the financial viability of other potentially responsible parties and third-party indemnitors. For sites included in both “environmental remediation liabilities” and “other environmental liabilities,” at which remediation activity is largely complete and remaining activity relates primarily to operation and maintenance of the remedy, including required post-remediation monitoring, the Company believes the exposure to loss in excess of the amount accrued would not be material to the Company’s consolidated results of operations or financial condition. However, for locations at which remediation activity is largely ongoing, the Company cannot estimate a possible loss or range of loss in excess of the associated established accruals for the reasons described above.
 
Other Matters
 
Commercial Litigation
 
In October 2012, four plaintiffs filed purported class actions against Ceradyne, Inc., its directors, 3M, and Cyborg Acquisition Corporation (a direct wholly owned subsidiary of 3M) in connection with 3M’s proposed acquisition of Ceradyne. Two suits were filed in California Superior Court for Orange County, and two were filed in the Delaware Chancery Court. The suits alleged that the defendants breached and/or aided and abetted the breach of their fiduciary duties to Ceradyne by seeking to sell Ceradyne through an allegedly unfair process and for an unfair price and on unfair terms, and/or by allegedly failing to make adequate disclosures to Ceradyne stockholders regarding the acquisition of Ceradyne. 3M completed its acquisition of Ceradyne in November 2012. In November 2012, the parties reached a settlement with the California plaintiffs for an amount that is not material to the Company, while the Delaware plaintiffs dismissed their complaints without prejudice. The settlement will bind all former Ceradyne shareholders and has received preliminary approval from the California court. A final approval hearing was held in July 2013, and the California Court denied approval of the settlement. The plaintiffs filed a motion for reconsideration of the denial of approval of the settlement, which motion was denied by the California court. The plaintiffs then filed a motion for leave to amend their complaint, which motion was denied without prejudice in January 2014. By stipulation in February 2014, plaintiffs agreed to voluntarily dismiss claims against 3M and Cyborg Acquisition Corporation without prejudice. In March 2014, the Court entered its Order dismissing 3M and Cyborg Acquisition Corporation from the action without prejudice.
 
3M sued TransWeb Corporation in Minnesota in 2010 for infringement of several 3M patents covering fluorination and hydrocharging of filter media used in 3M’s respirators and furnace filters. TransWeb does not make finished goods, but sells filter media to competitors of 3M’s respirator and furnace filter businesses. TransWeb filed a declaratory judgment action in and successfully moved the litigation to the U.S. District Court for the District of New Jersey, seeking a declaration of invalidity and non-infringement of 3M’s patents, and further alleging that 3M waited too long to enforce its rights. TransWeb also alleged 3M obtained the patents through inequitable conduct and that 3M’s attempt to enforce the patents constituted a violation of the antitrust laws. In November 2012, a jury returned a verdict in favor of TransWeb on all but one count, including findings that 3M’s patents were invalid and not infringed, and that 3M had committed an antitrust violation by seeking to enforce a patent it had obtained fraudulently. The jury also recommended that the court find 3M had committed inequitable conduct in obtaining the patents, and that the patents were therefore unenforceable.
 
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Since the vast majority of TransWeb’s claim for treble antitrust damages was in the form of its attorneys’ fees and expenses in connection with the defense of the patent case, the parties agreed that the measure of damages would not go to the jury, but rather would be submitted to a special master after the trial. The special master’s recommendations were forwarded to the court in September 2013. On April 21, 2014, the court issued an order denying 3M’s motions to set aside the jury’s verdict. In addition, the court found two 3M patents unenforceable due to inequitable conduct. The court accepted the Special Master’s recommendation as to the amount of attorneys’ fees to be awarded as damages, and entered judgment against 3M in the amount of approximately $26 million. In July 2014, 3M filed a notice of appeal of the judgment to the U.S. Court of Appeals for the Federal Circuit. The parties will submit their briefs over the next several months. Oral argument is expected in May or June 2015, with a decision to follow thereafter.
 
For commercial litigation matters described in this section for which a liability has not been recorded, the Company believes that such liability is not probable and estimable and the Company is not able to estimate a possible loss or range of loss at this time, with the exception of the TransWeb matter, where the Company’s range of potential exposure, if any, could be approximately $26 million.
 
Product Liability Litigation
 
Électricité de France (EDF) filed a lawsuit against 3M France in the French courts in 2006 claiming commercial loss and property damage after experiencing electrical network failures which EDF claims were caused by allegedly defective 3M transition splices. The French Court of Appeals at Versailles affirmed the commercial trial court’s decision that the transition splices conformed to contract specifications and that EDF thoroughly analyzed and tested the splices before purchase and installation. The Court of Appeals, however, ordered a court-appointed expert to study the problem and issue a technical opinion on the cause of the network failures. The court-appointed expert submitted his report to the commercial court in May 2014. The expert found potential defects in 3M’s product and found that EDF incurred damages in excess of 100 million Euros. The expert’s opinion is not dispositive of liability or damages and is subject to numerous factual and legal challenges that will be raised with the court. The commercial court may take from six months to one year to render its decision.
 
One customer obtained an order in the French courts against 3M Purification SAS (a French subsidiary) in October 2011 appointing an expert to determine the amount of commercial loss and property damage allegedly caused by allegedly defective 3M filters used in the customer’s manufacturing process. An Austrian subsidiary of this same customer also filed a claim against 3M Austria GmbH (an Austrian subsidiary) and 3M Purification SAS in the Austrian courts in September 2012 seeking damages for the same issue. Another customer filed a lawsuit against 3M Deutschland GmbH (a German subsidiary) in the German courts in March 2012 seeking commercial loss and property damage allegedly caused by the same 3M filters used in that customer’s manufacturing process. The Company has resolved on an amicable basis claims of two other customers arising out of the same issue.
 
For product liability litigation matters described in this section for which a liability has been recorded, the Company believes the amount recorded is not material to the Company’s consolidated results of operations or financial condition. In addition, the Company is not able to estimate a possible loss or range of loss in excess of the established accruals at this time.
 
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NOTE 12. Stock-Based Compensation 
 
The 3M 2008 Long-Term Incentive Plan, as discussed in 3M’s Current Report on Form 8-K dated May 15, 2014 (which updated 3M’s 2013 Annual Report on Form 10-K), provides for the issuance or delivery of up to 100 million shares of 3M common stock pursuant to awards granted under the plan. Awards under this plan may be issued in the form of Incentive Stock Options, Nonqualified Stock Options, Progressive Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock, Other Stock Awards, and Performance Units and Performance Shares. The remaining total shares available for grant under the 2008 Long Term Incentive Plan Program are 29,004,028 as of September 30, 2014.
 
The Company’s annual stock option and restricted stock unit grant is made in February to provide a strong and immediate link between the performance of individuals during the preceding year and the size of their annual stock compensation grants. The grant to eligible employees uses the closing stock price on the grant date. Accounting rules require recognition of expense under a non-substantive vesting period approach, requiring compensation expense recognition when an employee is eligible to retire. Employees are considered eligible to retire at age 55 and after having completed five years of service. This retiree-eligible population represents 33 percent of the 2014 annual grant stock-based compensation award expense dollars; therefore, higher stock-based compensation expense is recognized in the first quarter.
 
In addition to the annual grants, the Company makes other minor grants of stock options, restricted stock units and other stock-based grants. The Company issues cash settled Restricted Stock Units and Stock Appreciation Rights in certain countries. These grants do not result in the issuance of Common Stock and are considered immaterial by the Company.
 
Amounts recognized in the financial statements with respect to stock-based compensation programs, which include stock options, restricted stock units, restricted stock, performance shares and the General Employees’ Stock Purchase Plan (GESPP), are provided in the following table. Capitalized stock-based compensation amounts were not material for the nine months ended September 30, 2014 and 2013.
 
Stock-Based Compensation Expense

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
(Millions)	 	2014	 	2013	 	2014	 	2013	 	
Cost of sales	 	$	9	 	$	5	 	$	42	 	$	23	 	
Selling, general and administrative expenses	 	31	 	36	 	143	 	149	 	
Research, development and related expenses	 	7	 	6	 	36	 	25	 	
 	 	 	 	 	 	 	 	 	 	
Stock-based compensation expenses	 	$	47	 	$	47	 	$	221	 	$	197	 	
 	 	 	 	 	 	 	 	 	 	
Income tax benefits	 	$	(14	)	$	(14	)	$	(67	)	$	(59	)	
 	 	 	 	 	 	 	 	 	 	
Stock-based compensation expenses, net of tax	 	$	33	 	$	33	 	$	154	 	$	138	 	
 
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The following table summarizes stock option activity during the nine months ended September 30, 2014:
 
Stock Option Program

 	 	Number of
Options	 	Weighted
Average
Exercise
Price	 	Weighted
Average
Remaining
Contractual
Life (months)	 	Aggregate
Intrinsic Value
(millions)	 	
Under option —	 	 	 	 	 	 	 	 	 	
January 1	 	43,938,778	 	$	83.84	 	 	 	 	 	
Granted:	 	 	 	 	 	 	 	 	 	
Annual	 	5,736,183	 	126.77	 	 	 	 	 	
Exercised	 	(7,765,197	)	82.63	 	 	 	 	 	
Canceled	 	(189,110	)	104.46	 	 	 	 	 	
September 30	 	41,720,654	 	$	89.88	 	66	 	$	2,161	 	
Options exercisable	 	 	 	 	 	 	 	 	 	
September 30	 	29,955,673	 	$	81.43	 	51	 	$	1,805	 	
 
Stock options vest over a period from one year to three years with the expiration date at 10 years from date of grant. As of September 30, 2014, there was $73 million of compensation expense that has yet to be recognized related to non-vested stock option based awards. This expense is expected to be recognized over the remaining weighted-average vesting period of 23 months. The total intrinsic values of stock options exercised were $437 million and $444 million during the nine months ended September 30, 2014 and 2013, respectively. Cash received from options exercised was $642 million and $1.282 billion for the nine months ended September 30, 2014 and 2013, respectively. The Company’s actual tax benefits realized for the tax deductions related to the exercise of employee stock options were $161 million and $164 million during the nine months ended September 30, 2014 and 2013, respectively.
 
For the primary 2014 annual stock option grant, the weighted average fair value at the date of grant was calculated using the Black-Scholes option-pricing model and the assumptions that follow.

 	 	Annual	 	
Stock Option Assumptions	 	2014	 	
Exercise price	 	$	126.72	 	
Risk-free interest rate	 	1.9	%	
Dividend yield	 	2.6	%	
Expected volatility	 	20.8	%	
Expected life (months)	 	75	 	
Black-Scholes fair value	 	$	19.63	 	
 
Expected volatility is a statistical measure of the amount by which a stock price is expected to fluctuate during a period. For the 2014 annual grant date, the Company estimated the expected volatility based upon the average of the most recent one year volatility, the median of the term of the expected life rolling volatility, the median of the most recent term of the expected life volatility of 3M stock, and the implied volatility on the grant date. The expected term assumption is based on the weighted average of historical grants.
 
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The following table summarizes restricted stock and restricted stock unit activity during the nine months ended September 30, 2014:
 
Restricted Stock Units and Restricted Stock

 	 	 	 	Weighted
Average	 	
Restricted Stock Units and	 	Number of	 	Grant Date	 	
Restricted Stock	 	Awards	 	Fair Value	 	
Nonvested balance —	 	 	 	 	 	
As of January 1	 	3,105,361	 	$	92.31	 	
Granted:	 	 	 	 	 	
Annual	 	798,615	 	126.79	 	
Other	 	27,668	 	142.83	 	
Vested	 	(1,091,410	)	90.43	 	
Forfeited	 	(51,287	)	98.21	 	
As of September 30	 	2,788,947	 	$	103.31	 	
 
As of September 30, 2014, there was $93 million of compensation expense that has yet to be recognized related to non-vested restricted stock units and restricted stock. This expense is expected to be recognized over the remaining weighted-average vesting period of 24 months. The total fair value of restricted stock units and restricted stock that vested during the nine months ended September 30, 2014 and 2013 was $144 million and $113 million, respectively. The Company’s actual tax benefits realized for the tax deductions related to the vesting of restricted stock units and restricted stock was $54 million and $42 million for the nine months ended September 30, 2014 and 2013, respectively.
 
Restricted stock units granted under the 3M 2008 Long-Term Incentive Plan generally vest three years following the grant date assuming continued employment. Dividend equivalents equal to the dividends payable on the same number of shares of 3M common stock accrue on these restricted stock units during the vesting period, although no dividend equivalents are paid on any of these restricted stock units that are forfeited prior to the vesting date. Dividends are paid out in cash at the vest date on restricted stock units, except for performance shares which do not earn dividends. Since the rights to dividends are forfeitable, there is no impact on basic earnings per share calculations. Weighted average restricted stock unit shares outstanding are included in the computation of diluted earnings per share.
 
Performance Shares
 
Instead of restricted stock units, the Company makes annual grants of performance shares to members of its executive management. The performance criteria for these performance shares (Organic Sales Growth, Return on Invested Capital and sales from new products) were selected because the Company believes that they are important drivers of long-term shareholder value. The number of shares of 3M common stock that could actually be delivered at the end of the three-year performance period may be anywhere from 0% to 200% of each performance share granted, depending on the performance of the Company during such performance period. Non-substantive vesting requires that expense for the performance shares be recognized over one or three years depending on when each individual became a 3M executive. The first performance shares, which were granted in 2008, were distributed in 2011. Performance shares do not accrue dividends during the performance period. Therefore, the grant date fair value is determined by reducing the closing stock price on the date of grant by the net present value of dividends during the performance period.
 
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The following table summarizes performance share activity during the nine months ended September 30, 2014:

 	 	 	 	Weighted
Average	 	
 	 	Number of	 	Grant Date	 	
Performance Shares	 	Awards	 	Fair Value	 	
Undistributed balance —	 	 	 	 	 	
As of January 1	 	895,635	 	$	88.12	 	
Granted	 	298,898	 	124.41	 	
Distributed	 	(277,357	)	84.74	 	
Performance change	 	65,653	 	110.72	 	
Forfeited	 	(33,679	)	109.31	 	
As of September 30	 	949,150	 	$	101.34	 	
 
As of September 30, 2014, there was $26 million of compensation expense that has yet to be recognized related to performance shares. This expense is expected to be recognized over the remaining weighted-average earnings period of 10 months. During the nine months ended September 30, 2014 and September 30, 2013, the total fair value of performance shares that were distributed were $35 million and $52 million, respectively. The Company’s actual tax benefits realized for the tax deductions related to the distribution of performance shares for the nine months ended September 30, 2014 and September 30, 2013 were $11 million and $16 million, respectively.
 
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NOTE 13. Business Segments 
 
3M’s businesses are organized, managed and internally grouped into segments based on differences in markets, products, technologies and services. 3M manages its operations in five operating business segments: Industrial; Safety and Graphics; Electronics and Energy; Health Care; and Consumer. 3M’s five business segments bring together common or related 3M technologies, enhancing the development of innovative products and services and providing for efficient sharing of business resources. These segments have worldwide responsibility for virtually all 3M product lines. 3M is not dependent on any single product/service or market. Transactions among reportable segments are recorded at cost. 3M is an integrated enterprise characterized by substantial intersegment cooperation, cost allocations and inventory transfers. Therefore, management does not represent that these segments, if operated independently, would report the operating income information shown. The difference between operating income and pre-tax income relates to interest income and interest expense, which are not allocated to business segments.
 
Effective in the first quarter of 2014, 3M transferred a product line between divisions within different business segments and made other changes within business segments in its continuing effort to improve the alignment of its businesses around markets and customers.
 
The product move between business segments was as follows:
 
·                   The movement of the Fire Protection product line from the Building and Commercial Services Division (Safety and Graphics business segment) to the Industrial Adhesives and Tapes Division (Industrial business segment). This product move resulted in an increase in net sales for total year 2013 of $73 million in the Industrial business segment offset by a corresponding decrease in the Safety and Graphics business segment.
 
In addition, other changes within business segments were as follows:
 
·                   The combination of certain existing divisions/departments into new divisions. Within the Electronics and Energy business segment, the new divisions include the Electrical Markets Division (which includes the former Infrastructure Protection Division), and the Electronic Solutions Division (which includes the former 3M Touch Systems, Inc.). Within the Safety and Graphics business segment, the new Commercial Solutions Division was created from the combination of the former Architectural Markets Department, the former Building and Commercial Services Division and the former Commercial Graphics Division. None of these combinations crossed business segments.
 
·                   The renaming of the former Aerospace and Aircraft Maintenance Division within the Industrial business segment to the Aerospace and Commercial Transportation Division.
 
·                   The movement of certain product lines between various divisions within the same business segment.
 
Effective in the second quarter of 2014, within the Electronics and Energy business segment, 3M combined three existing divisions into two new divisions. A large portion of both the Electronics Markets Materials Division and the Electronic Solutions Division were combined to form the Electronics Materials Solutions Division, which focuses on semiconductor and electronics materials and assembly solutions. The Optical Systems Division, the remaining portion of the Electronic Solutions Division and a portion of the Electronics Markets Materials Division were combined to form the Display Materials and Systems Division, which focuses on delivering light, color and user interface solutions.
 
The financial information presented herein reflects the impact of the preceding product move between business segments for all periods presented.
 
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Business Segment Information

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
(Millions)	 	2014	 	2013	 	2014	 	2013	 	
Net Sales	 	 	 	 	 	 	 	 	 	
Industrial	 	$	2,772	 	$	2,692	 	$	8,363	 	$	8,068	 	
Safety and Graphics	 	1,448	 	1,429	 	4,365	 	4,262	 	
Electronics and Energy	 	1,500	 	1,449	 	4,233	 	4,066	 	
Health Care	 	1,390	 	1,328	 	4,180	 	3,975	 	
Consumer	 	1,177	 	1,153	 	3,395	 	3,332	 	
Corporate and Unallocated	 	3	 	3	 	5	 	6	 	
Elimination of Dual Credit	 	(153	)	(138	)	(439	)	(407	)	
Total Company	 	$	8,137	 	$	7,916	 	$	24,102	 	$	23,302	 	
 	 	 	 	 	 	 	 	 	 	
Operating Income	 	 	 	 	 	 	 	 	 	
Industrial	 	$	616	 	$	571	 	$	1,851	 	$	1,753	 	
Safety and Graphics	 	340	 	313	 	1,011	 	973	 	
Electronics and Energy	 	338	 	300	 	858	 	733	 	
Health Care	 	432	 	426	 	1,293	 	1,247	 	
Consumer	 	272	 	247	 	741	 	719	 	
Corporate and Unallocated	 	(63	)	(88	)	(184	)	(249	)	
Elimination of Dual Credit	 	(34	)	(30	)	(97	)	(89	)	
Total Company	 	$	1,901	 	$	1,739	 	$	5,473	 	$	5,087	 	
 
Corporate and unallocated operating income includes a variety of miscellaneous items, such as corporate investment gains and losses, certain derivative gains and losses, certain insurance-related gains and losses, certain litigation and environmental expenses, corporate restructuring charges and certain under- or over-absorbed costs (e.g. pension, stock-based compensation) that the Company may choose not to allocate directly to its business segments. Because this category includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.
 
3M business segment reporting measures include dual credit to business segments for certain U.S. sales and related operating income. Management evaluates each of its five operating business segments based on net sales and operating income performance, including dual credit U.S. reporting to further incentivize U.S. sales growth. As a result, 3M provides additional (“dual”) credit to those business segments selling products in the U.S. to an external customer when that segment is not the primary seller of the product. For example, certain respirators are primarily sold by the Personal Safety Division within the Safety and Graphics business segment; however, the Industrial business segment also sells this product to certain customers in its U.S. markets. In this example, the non-primary selling segment (Industrial) would also receive credit for the associated net sales it initiated and the related approximate operating income. The assigned operating income related to dual credit activity may differ from operating income that would result from actual costs associated with such sales. The offset to the dual credit business segment reporting is reflected as a reconciling item entitled “Elimination of Dual Credit,” such that sales and operating income for the U.S. in total are unchanged.
 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  *
 
To the Stockholders and Board of Directors of 3M Company:
 
We have reviewed the accompanying consolidated balance sheet of 3M Company and its subsidiaries as of September 30, 2014, and the related consolidated statements of income and comprehensive income, for the three-month and nine-month periods ended September 30, 2014 and 2013, and the consolidated statement of cash flows for the nine-month periods ended September 30, 2014 and 2013.  These interim financial statements are the responsibility of the Company’s management.
 
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.
 
Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
 
We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein), and in our report dated February 13, 2014, except with respect to our opinion on the consolidated financial statements insofar as it relates to the segment realignments discussed in Notes 3 and 15 as to which the date is May 15, 2014, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2013, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.
 
/s/ PricewaterhouseCoopers LLP
 
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
October 30, 2014

*                  Pursuant to Rule 436(c) of the Securities Act of 1933 (“Act”) this should not be considered a “report” within the meaning of Sections 7 and 11 of the Act and the independent registered public accounting firm liability under Section 11 does not extend to it.
 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations. 
 
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
 
OVERVIEW 
 
3M is a diversified global manufacturer, technology innovator and marketer of a wide variety of products and services. 3M manages its operations in five operating business segments: Industrial; Safety and Graphics; Electronics and Energy; 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 3M’s Current Report on Form 8-K dated May 15, 2014 (which updated 3M’s 2013 Annual Report on Form 10-K) and 3M’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, effective in the first quarter of 2014, 3M transferred a product line between divisions within different business segments and made other changes within business segments in its continuing effort to improve the alignment of its businesses around markets and customers. Segment information presented herein reflects the impact of these changes for all periods presented. This quarterly report on Form 10-Q should be read in conjunction with the Company’s consolidated statements and notes included in its Current Report on Form 8-K dated May 15, 2014.
 
In addition, effective in the second quarter of 2014, within the Electronics and Energy business segment, 3M combined three existing divisions into two new divisions. A large portion of both the Electronics Markets Materials Division and the Electronic Solutions Division were combined to form the Electronics Materials Solutions Division, which focuses on semiconductor and electronics materials and assembly solutions. The Optical Systems Division, the remaining portion of the Electronic Solutions Division and a portion of the Electronics Markets Materials Division were combined to form the Display Materials and Systems Division, which focuses on delivering light, color and user interface solutions.
 
Net income attributable to 3M was $1.303 billion, or $1.98 per diluted share, in the third quarter of 2014, compared to $1.230 billion, or $1.78 per diluted share, in the third quarter of 2013. Third-quarter 2014 sales increased 2.8 percent to $8.1 billion. 3M achieved organic local-currency sales growth (which includes organic volume impacts plus selling price impacts) in all five of its business segments. Organic local-currency sales increased 5.4 percent in Health Care, 4.3 percent in Electronics and Energy, 4.2 percent in Industrial, and 3.1 percent in both the Consumer business segment and Safety and Graphics business segment. For the Company in total, organic local-currency sales grew 3.9 percent, with higher organic volumes contributing 3.2 percent and selling price increases contributing 0.7 percent. Acquisitions added 0.1 percent to sales, which related to the April 2014 acquisition of Treo Solutions LLC (Health Care business segment). Foreign currency translation reduced worldwide sales by 1.2 percent year-on-year, with Latin American/Canada sales reduced by 4.3 percent, Europe sales reduced by 2.1 percent, and Asia Pacific sales reduced by 0.8 percent.
 
On a geographic basis, third-quarter 2014 organic local-currency sales growth was positive across all major geographic areas for the sixth consecutive quarter. The United States led with organic local-currency sales growth of 6.0 percent, including Industrial at 8 percent, Safety and Graphics at 7 percent, and Health Care at 6 percent.
 
Asia Pacific local-currency sales growth was 4.9 percent, led by Health Care at 9 percent, and Electronics and Energy at 7 percent. Based on sales, Electronics and Energy is the largest business segment in Asia Pacific, with results significantly impacted by electronics-related divisions (Display Materials and Systems Division, and the Electronics Materials Solutions Division). Organic local-currency sales growth was 7 percent in Japan, or 3 percent without electronics-related businesses. China/Hong Kong organic local-currency sales growth was 4 percent, or 3 percent without electronics-related businesses, impacted by a challenging sales growth comparison due to last year’s strong third quarter growth. Refer to the Electronic and Energy business segment section for additional discussion of electronics-related businesses.
 
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In EMEA, organic local-currency sales increased 0.8 percent. Organic local-currency sales growth was led by Middle East/Africa and Central/East Europe, and declined slightly in West Europe. Organic local-currency sales growth in EMEA was positive in Health Care, Safety and Graphics, and Industrial, but declined in both Electronics and Energy, and Consumer.
 
In Latin America/Canada, organic local-currency sales grew 0.4 percent, led by Health Care. Organic sales growth was more than 10 percent in Mexico, and Brazil grew approximately 4 percent. 3M continues to manage the currency risks related to Venezuela. Sales were down in the third quarter of 2014 in Venezuela, which reduced organic local-currency sales growth across Latin American/Canada by 6 percentage points. Since Venezuela is considered highly inflationary, 3M’s Venezuelan subsidiary’s functional currency is considered to be that of its parent. As a result, exchange rate effects of remeasuring Venezuelan Bolivar-denominated sales were reflected in organic local-currency growth as opposed to being part of the translation element of overall sales change.
 
Operating income increased 9.4 percent in the third quarter and operating margins were 23.4 percent, a margin increase of 1.4 percentage points year-on-year. These results benefited from the combination of selling price increases and raw material cost decreases, lower pension and postretirement benefit costs, leverage from organic volume growth, plus productivity and other items. These benefits were partially offset by the impact of strategic investments. Refer to the section entitled “Results of Operations” for further discussion.
 
The income tax rate was 30.3 percent in the third quarter, up 2.9 percentage points versus last year’s third quarter. This higher rate decreased earnings per diluted share by approximately 8 cents. Weighted-average diluted shares outstanding in the third quarter of 2014 declined 4.9 percent year-on-year to 657.9 million, which increased earnings per diluted share by approximately 10 cents. Foreign exchange impacts decreased earnings per diluted share by approximately 2 cents.
 
In the first nine months of 2014, net income attributable to 3M was $3.777 billion, or $5.67 per diluted share, compared to $3.556 billion, or $5.10 per diluted share, in the first nine months of 2013. First nine months 2014 sales increased 3.4 percent to $24.1 billion. 3M achieved organic local-currency sales growth in all five of its business segments. Organic local-currency sales increased 5.6 percent in Health Care, 4.9 percent in Electronics and Energy, 4.6 percent in Industrial, 4.1 percent in Safety and Graphics, and 3.3 percent in Consumer. For the Company in total, organic local-currency sales grew 4.5 percent, with higher organic volumes contributing 3.5 percent and selling price increases contributing 1.0 percent. Foreign currency translation reduced worldwide sales by 1.1 percent year-on-year. Foreign currency translation reduced Latin America/Canada sales by 7.1 percent and Asia Pacific sales by 1.7 percent, while EMEA sales benefited by 1.2 percent.
 
The following table contains sales and operating income results by business segment for the three months ended September 30, 2014 and 2013. In addition to the discussion below, refer to the section entitled “Performance by Business Segment” later in MD&A for a more detailed discussion of the sales and income results of the Company and its respective business segments (including Corporate and Unallocated). Refer to Note 13 for additional information on business segments, including Elimination of Dual Credit.

 	 	Three months ended September 30,	 	 	 	 	 	
 	 	2014	 	2013	 	% change	 	
 	 	Net	 	Operating	 	Net	 	Operating	 	Net	 	Operating	 	
(Dollars in millions)	 	Sales	 	Income	 	Sales	 	Income	 	Sales	 	Income	 	
Business Segments	 	 	 	 	 	 	 	 	 	 	 	 	 	
Industrial	 	$2,772	 	$616	 	$2,692	 	$571	 	3.0	%	7.9	%	
Safety and Graphics	 	1,448	 	340	 	1,429	 	313	 	1.3	 	8.8	 	
Electronics and Energy	 	1,500	 	338	 	1,449	 	300	 	3.5	 	12.5	 	
Health Care	 	1,390	 	432	 	1,328	 	426	 	4.7	 	1.4	 	
Consumer	 	1,177	 	272	 	1,153	 	247	 	2.1	 	10.1	 	
Corporate and Unallocated	 	3	 	(63	)	3	 	(88	)	 	 	 	 	
Elimination of Dual Credit	 	(153	)	(34	)	(138	)	(30	)	 	 	 	 	
Total Company	 	$8,137	 	$1,901	 	$7,916	 	$1,739	 	2.8	%	9.4	%	
 
Sales in the third quarter of 2014 increased 2.8 percent, with sales growth in Health Care at 4.7 percent, Electronics and Energy at 3.5 percent, Industrial at 3.0 percent, Consumer at 2.1 percent, and Safety and Graphics at 1.3 percent. Total company organic l ocal-currency sales increased 3.9 percent, acquisitions increased sales by 0.1 percent, and foreign currency translation reduced sales by 1.2 percent. All five of 3M’s business segments achieved operating income margins
 
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in excess of 22 percent. Worldwide operating income margins for the third quarter of 2014 were 23.4 percent, compared to 22.0 percent for the third quarter of 2013.
 
3M generated $4.443 billion of operating cash flows in the first nine months of 2014, an increase of $619 million when compared to the first nine months of 2013. Refer to the section entitled “Financial Condition and Liquidity” later in MD&A for a discussion of items impacting cash flows.
 
In February 2014, 3M’s Board of Directors authorized the repurchase of up to $12 billion of 3M’s outstanding common stock, which replaced the Company’s February 2013 repurchase program. This new program has no pre-established end date. In the first nine months of 2014, the Company purchased $4.373 billion of stock, of which a portion was under the previous authorization, compared to $3.538 billion of stock purchases in the first nine months of 2013. As of September 30, 2014, approximately $7.9 billion remained available under the February 2014 authorization. The Company expects to purchase $5.5 billion to $6.0 billion of stock in 2014. In December 2013, 3M’s Board of Directors declared a first-quarter 2014 dividend of $0.855 per share, an increase of 35 percent. This marked the 56th consecutive year of dividend increases for 3M.
 
3M’s debt to total capital ratio (total capital defined as debt plus equity) was 31 percent at September 30, 2014 and 25 percent at December 31, 2013. 3M has an AA- credit rating with a stable outlook from Standard & Poor’s and an Aa2 credit rating with a negative outlook from Moody’s Investors Service. In August 2014, Moody’s Investor Service reaffirmed 3M’s Aa2 credit rating, but changed 3M’s outlook from stable to negative. 3M’s ongoing transition to a more optimized capital structure, financed with additional low-cost debt, could impact 3M’s credit rating in the future. The Company generates significant ongoing cash flow and has proven access to capital markets funding throughout business cycles.
 
3M expects to contribute approximately $200 million of cash to its global pension and postretirement plans in 2014. The Company does not have a required minimum cash pension contribution obligation for its U.S. plans in 2014. 3M expects defined benefit pension and postretirement expense in 2014 to decrease by approximately $160 million pre-tax when compared to 2013. The change in both defined benefit and defined contribution plan expenses would increase earnings in 2014 by approximately 15 cents per diluted share when compared to 2013. Refer to Note 8 (Pension and Postretirement Benefit Plans) for additional information concerning 3M’s pension and post-retirement plans. In addition, 3M currently expects that its effective tax rate for 2014 will be approximately 28.5 to 29.0 percent, compared to 28.1 percent for 2013. The 2014 estimate assumes that the U.S. research and development credit will be reinstated for 2014.
 
As discussed in Note 4, on September 1, 2014, 3M purchased (via Sumitomo 3M Limited) Sumitomo Electric Industries, Ltd.’s 25 percent interest in 3M’s consolidated Sumitomo 3M Limited subsidiary for 90 billion Japanese Yen (approximately $865 million at closing date exchange rates). Since this subsidiary was already being fully consolidated in 3M results, this transaction had no impact on operating income margins. However, since 3M now owns 100 percent of Sumitomo 3M Limited, the elimination of net income attributable to noncontrolling interest in this subsidiary (25 percent) is no longer required. This will add approximately $0.08 per diluted share to earnings during the first twelve months following closing (September 2014 through August 2015), of which approximately a $0.01 per diluted share benefit was realized in the third quarter of 2014. In addition, as a result of this transaction, the balance sheet amount for noncontrolling interest equity was reduced by approximately $460 million when compared to the June 30, 2014 balance.
 
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).
 
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RESULTS OF OPERATIONS 
 
Percent change information compares the third quarter of 2014 with the same period last year, unless otherwise indicated.
 
Net Sales:

 	 	Three months ended September 30, 2014	 	
 	 	United
States	 	Asia
Pacific	 	Europe,
Middle East
& Africa	 	Latin
America/
Canada	 	Other
Unallocated	 	Worldwide	 	
Net sales (millions)	 	$	3,075	 	$	2,438	 	$	1,725	 	$	900	 	$	(1	)	$	8,137	 	
% of worldwide sales	 	37.8	%	30.0	%	21.2	%	11.0	%	—	 	100.0	%	
Components of net sales change:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Volume — organic	 	5.8	%	4.9	%	(0.2	)%	(2.8	)%	—	 	3.2	%	
Price	 	0.2	 	—	 	1.0	 	3.2	 	—	 	0.7	 	
Organic local-currency sales	 	6.0	 	4.9	 	0.8	 	0.4	 	—	 	3.9	 	
Acquisitions	 	0.2	 	—	 	—	 	—	 	—	 	0.1	 	
Translation	 	—	 	(0.8	)	(2.1	)	(4.3	)	—	 	(1.2	)	
Total sales change	 	6.2	%	4.1	%	(1.3	)%	(3.9	)%	—	 	2.8	%	

Sales in the third quarter of 2014 increased 2.8 percent when compared to the third quarter of 2013. Organic local-currency sales grew 3.9 percent, with increases of 6.0 percent in the United States, 4.9 percent in Asia Pacific, 0.8 percent in Europe, Middle East and Africa (EMEA), and 0.4 percent in Latin America/Canada. Organic local-currency sales growth was 3.7 percent across all developing markets, and 4.0 percent in developed markets. Currency impacts reduced third quarter 2014 worldwide sales by 1.2 percent, with Latin American/Canada sales reduced by 4.3 percent, EMEA sales reduced by 2.1 percent, and Asia Pacific sales reduced by 0.8 percent.
 
Worldwide selling prices rose 0.7 percent in the third quarter of 2014. Selling prices continue to be supported by technology innovation, which is a key fundamental strength of the Company, helping to drive unique customer solutions and an increasing flow of new products. 3M also began raising selling prices in mid-2013 to help offset currency weakness in select developing countries. This will result in 3M’s price performance moderating in the second half of 2014, as reflected in third quarter results.

 	 	Nine months ended September 30, 2014	 	
 	 	United
States	 	Asia
Pacific	 	Europe,
Middle East
& Africa	 	Latin
America/
Canada	 	Other
Unallocated	 	Worldwide	 	
Net sales (millions)	 	$	8,782	 	$	7,170	 	$	5,516	 	$	2,641	 	$	(7	)	$	24,102	 	
% of worldwide sales	 	36.4	%	29.7	%	22.9	%	11.0	%	—	 	100.0	%	
Components of net sales change:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Volume — organic	 	3.9	%	5.9	%	2.1	%	(1.6	)%	—	 	3.5	%	
Price	 	0.5	 	0.2	 	1.0	 	4.8	 	—	 	1.0	 	
Organic local-currency sales	 	4.4	 	6.1	 	3.1	 	3.2	 	—	 	4.5	 	
Acquisitions	 	0.1	 	—	 	—	 	—	 	—	 	—	 	
Divestitures	 	(0.1	)	—	 	—	 	—	 	—	 	—	 	
Translation	 	—	 	(1.7	)	1.2	 	(7.1	)	—	 	(1.1	)	
Total sales change	 	4.4	%	4.4	%	4.3	%	(3.9	)%	—	 	3.4	%	

Sales in the first nine months of 2014 increased 3.4 percent when compared to the first nine months of 2013. Organic local-currency sales grew 4.5 percent, with increases of 6.1 percent in Asia Pacific, 4.4 percent in the United States, 3.2 percent in Latin America/Canada, and 3.1 percent in EMEA. Organic local-currency sales growth was 5.0 percent across all developing markets, and 4.1 percent in developed markets. Currency impacts reduced first nine months 2014 worldwide sales growth by 1.1 percent.
 
Worldwide selling prices rose 1.0 percent in the first nine months of 2014, as 3M continues to experience positive selling price changes across most of its businesses. As discussed in third-quarter results above, 3M also began raising selling prices in mid-2013 to help offset currency weakness in select developing countries.
 
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Operating Expenses:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
(Percent of net sales)	 	2014	 	2013	 	Change	 	2014	 	2013	 	Change	 	
Cost of sales	 	51.7	%	52.4	%	(0.7	)%	51.6	%	52.1	%	(0.5	)%	
Selling, general and administrative expenses	 	19.6	 	20.3	 	(0.7	)	20.2	 	20.6	 	(0.4	)	
Research, development and related expenses	 	5.3	 	5.3	 	—	 	5.5	 	5.5	 	—	 	
Operating income	 	23.4	%	22.0	%	1.4	%	22.7	%	21.8	%	0.9	%	
 
As discussed in the overview section, 3M expects defined benefit pension and postretirement expense for total year 2014 to decrease by approximately $160 million pre-tax when compared to 2013, which impacts cost of sales; selling, general and administrative expenses (SG&A); and research, development and related expenses (R&D). Refer to the 3M’s Current Report on Form 8-K dated May 15, 2014 (MD&A section entitled Critical Accounting Estimates — Pension and Postretirement Obligations) for background concerning this reduction. The year-on-year decrease in defined benefit pension and postretirement expense for the third quarter and first nine months was $42 million and $121 million, respectively.
 
Cost of Sales:
 
Cost of sales includes manufacturing, engineering and freight costs. Cost of sales as a percent of net sales was 51.7 percent in the third quarter and 51.6 percent for the first nine months of 2014, down 0.7 and 0.5 percentage points, respectively, from the same periods last year. Cost of sales as a percent of sales decreased due to the combination of selling price increases and raw material cost decreases, as selling prices rose 0.7 percent and 1.0 percent in the third quarter and first nine months, respectively. Raw material cost deflation was approximately 1.5 percent favorable year-on-year for both the third quarter and first nine months. In addition, lower pension and postretirement costs (of which a portion impacts cost of sales), along with organic volume leverage, decreased cost of sales as a percent of sales.
 
Selling, General and Administrative Expenses:
 
SG&A in dollars decreased 0.7 percent and increased 1.4 percent in the third quarter and first nine months of 2014, respectively, when compared to the same periods last year. Third quarter and first nine months 2014 SG&A included strategic investments in business transformation and 3M’s global enterprise resource planning (ERP) implementation, while lower pension and postretirement expense benefitted SG&A. SG&A, measured as a percent of sales, was 19.6 percent of sales in the third quarter of 2014 and 20.2 percent of sales in the first nine months of 2014, compared to 20.3 percent and 20.6 percent in the same periods last year, respectively.
 
Research, Development and Related Expenses:
 
R&D in dollars increased 3.3 percent in the third quarter and 4.5 percent in the first nine months of 2014 when compared to the same periods last year. 3M continued to invest in its key growth initiatives, including more R&D aimed at disruptive innovation, which refers to innovation that helps create a new market and which eventually disrupts an existing market. These increases were partially offset by lower pension and postretirement expense. R&D, measured as a percent of sales, was 5.5 percent of sales in both the first nine months of 2014 and 2013.
 
Operating Income:
 
Operating income margins were 23.4 percent in the third quarter of 2014 compared to 22.0 in the third quarter of 2013, an increase of 1.4 percentage points. These results included a 0.8 percentage point benefit from the combination of higher selling prices and lower raw material costs. Underlying selling prices remained firm across many of 3M’s businesses, supported by technology innovation and strong new product flow. In addition, lower year-on-year pension and postretirement benefit costs provided a 0.5 percentage point benefit and profit leverage on organic volume growth added 0.2 percentage points. Productivity and other items provided a 0.5 percentage point benefit. Items that reduced operating income margins included a 0.4 percentage point impact from strategic investments. Strategic investments included incremental increases in new disruptive R&D programs, business transformation and ERP costs, the establishment of a new manufacturing, supply chain and distribution center of expertise in Europe, plus selective restructuring, all of which are expected to strengthen 3M for the future. Foreign exchange impacts reduced operating income margins by 0.1
 
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percentage points and the Treo acquisition also reduced margins by 0.1 percentage points as 3M integrates that business.
 
Operating income margins were 22.7 percent in the first nine months of 2014 compared to 21.8 in the first nine months of 2013, an increase of 0.9 percentage points. These results included a 1.1 percentage point benefit from the combination of higher selling prices and lower raw material costs. In addition, lower year-on-year pension and postretirement benefit costs provided a 0.5 percentage point benefit and profit leverage on organic volume growth added 0.3 percentage points. Items that reduced operating income margins included a 0.6 percentage point impact from strategic investments, which included disruptive R&D, business transformation and ERP costs, the center of expertise in Europe, and selective restructuring. Foreign exchange impacts reduced operating income margins by 0.4 percentage points.
 
Interest Expense and Income:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
(Millions)	 	2014	 	2013	 	2014	 	2013	 	
Interest expense	 	$	28	 	$	33	 	$	110	 	$	113	 	
Interest income	 	(7	)	(10	)	(25	)	(30	)	
Total	 	$	21	 	$	23	 	$	85	 	$	83	 	
 
Interest expense was lower in the third quarter and first nine months of 2014 compared to the same periods last year, primarily due to lower U.S. borrowing costs as debt maturities were replaced with lower cost financing from commercial paper and lower interest rates on new debt issuances. Capitalized interest related to property, plant and equipment construction in progress is recorded as a reduction to interest expense. The amounts shown in the table above for interest expense are net of capitalized interest amounts of $4 million, $7 million, $14 million, and $19 million, in the third quarter of 2014 and 2013, and for the nine months ended September 30, 2014 and 2013, respectively. Interest income in the third quarter and first nine months of 2014 was lower when compared to the same periods last year due to lower cash balances.
 
Provision for Income Taxes:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
(Percent of pre-tax income)	 	2014	 	2013	 	2014	 	2013	 	
Effective tax rate	 	30.3	%	27.4	%	29.1	%	28.0	%	
 
The effective tax rate for the third quarter of 2014 was 30.3 percent, compared to 27.4 percent in the third quarter of 2013, an increase of 2.9 percentage points. Factors that increased the Company’s effective tax rate on a combined basis by 3.3 percentage points year-on-year included a one-time international tax impact related to the establishment of the distribution center of expertise in Europe, increased domestic manufacturer’s deduction in 2013, the 2013 restoration of tax basis on certain assets for which depreciation was previously limited, lapse of the U.S. research and development credit as of January 1, 2014, adjustments to the Company’s income tax reserves, and other items. Factors that decreased the Company’s effective tax rate on a combined basis by 0.4 percentage points year-on-year included international taxes as a result of changes to the geographic mix of income before taxes.
 
The effective tax rate for the first nine months of 2014 was 29.1 percent, compared to 28.0 percent in the first nine months of 2013, an increase of 1.1 percentage points. Factors which increased the Company’s effective tax rate by 1.7 percentage points for the first nine months of 2014 when compared to the same period for 2013 included the lapse of the U.S. research and development credit as of January 1, 2014, adjustments to the Company’s income tax reserves, increased domestic manufacturer’s deduction in 2013, the 2013 restoration of tax basis on certain assets for which depreciation was previously limited, a one-time international tax impact related to the establishment of the distribution center of expertise in Europe, and other items. This increase was partially offset by a 0.6 percentage point decrease in international taxes as a result of changes to the geographic mix of income before taxes. Refer to Note 5 for further discussion of income taxes.
 
During 2014, the Company established a new manufacturing, supply chain, and distribution center of expertise in Europe. As a result of this establishment, the Company incurred jurisdictional tax charges related to the transfer of certain functions to the center of expertise.
 
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The Company currently expects that its effective tax rate for total year 2014 will be approximately 28.5 to 29.0 percent, with the high end of the range assuming the lapse of the U.S. research and development credit. The rate can vary from quarter to quarter due to discrete items, such as the settlement of income tax audits and changes in tax laws, as well as recurring factors, such as geographic mix of income before taxes .
 
Net Income Attributable to Noncontrolling Interest:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
(Millions)	 	2014	 	2013	 	2014	 	2013	 	
Net income attributable to noncontrolling interest	 	$	8	 	$	15	 	$	42	 	$	49	 	

Net income attributable to noncontrolling interest represents the elimination of the income or loss attributable to non-3M ownership interests in 3M consolidated entities. The changes in noncontrolling interest amounts have largely related to Sumitomo 3M Limited (Japan), which was 3M’s most significant consolidated entity with non-3M ownership interests. As discussed in Note 4, on September 1, 2014, 3M purchased the remaining 25 percent ownership in Sumitomo 3M Limited, bringing 3M’s ownership to 100 percent. Thus, effective September 1, 2014, net income attributable to noncontrolling interest will be significantly reduced. The primary remaining noncontrolling interest relates to 3M India Limited, of which 3M’s effective ownership is 75 percent.
 
Currency Effects:
 
3M estimates that year-on-year currency effects, including hedging impacts, decreased net income attributable to 3M by approximately $10 million for the three months ended September 30, 2014 and decreased net income attributable to 3M by approximately $64 million for the nine months ended September 30, 2014. This estimate includes the effect of translating profits from local currencies into U.S. dollars and the impact of currency fluctuations on the transfer of goods between 3M operations in the United States and abroad. This estimate also includes year-on-year currency effects from transaction gains and losses, including both derivative instruments designed to reduce foreign currency exchange rate risks and the negative impact of converting Venezuelan bolivars into Euros and U.S. dollars, which 3M estimates on a combined basis increased net income attributable to 3M by approximately $7 million for three months ended September 30, 2014 and decreased net income attributable to 3M by approximately $18 million for the nine months ended September 30, 2014. Refer to Note 9 in the Consolidated Financial Statements for additional information concerning 3M’s hedging activities.
 
Significant Accounting Policies:
 
Information regarding new accounting standards is included in Note 1 to the Consolidated Financial Statements.
 
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PERFORMANCE BY BUSINESS SEGMENT 
 
Disclosures related to 3M’s business segments are provided in Note 13. The reportable segments are Industrial; Safety and Graphics; Electronics and Energy; Health Care; and Consumer.
 
Corporate and Unallocated:
 
In addition to these five operating business segments, 3M assigns certain costs to “Corporate and Unallocated”, which is presented separately in the preceding business segments table and in Note 13. Corporate and Unallocated includes a variety of miscellaneous items, such as corporate investment gains and losses, certain derivative gains and losses, certain insurance-related gains and losses, certain litigation and environmental expenses, corporate restructuring charges and certain under- or over-absorbed costs (e.g. pension, stock-based compensation) that the Company may choose not to allocate directly to its business segments. Because this category includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.
 
Corporate and Unallocated operating expenses improved by $25 million and $65 million in the third quarter and first nine months of 2014, respectively, when compared to the same periods last year. A majority of this decrease was due to lower pension and postretirement benefit expenses, which declined year-on-year by $42 million and $121 million, respectively, when compared to the same periods last year. Of this reduction, $29 million and $87 million, respectively, was allocated to Corporate and Unallocated. In addition, the sale of certain real estate benefited the second and third quarter of 2014.
 
Operating Business Segments:
 
Each of 3M’s five business segments is absorbing incremental investments in 2014 related to business transformation and global ERP implementation. This resulted in a 0.30 percentage point year-on-year reduction in operating income margins for each of the five business segments in both the third-quarter and first nine months of 2014 when compared to the same periods last year.
 
Information related to 3M’s business segments for the third quarter and first nine months of both 2014 and 2013 is presented in the tables that follow. Organic local-currency sales include both organic volume impacts plus selling price impacts. Acquisition impacts, if any, are measured separately for the first twelve months of the acquisition. The divestiture impacts, if any, foreign currency translation impacts and total sales change are also provided for each business segment. Any references to EMEA relate to Europe, Middle East and Africa on a combined basis.
 
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Industrial Business:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
 	 	2014	 	2013	 	2014	 	2013	 	
Sales (millions)	 	$	2,772	 	$	2,692	 	$	8,363	 	$	8,068	 	
Sales change analysis:	 	 	 	 	 	 	 	 	 	
Organic local currency	 	4.2	%	6.2	%	4.6	%	4.1	%	
Acquisitions	 	—	 	4.1	 	—	 	4.1	 	
Translation	 	(1.2	)	(1.7	)	(0.9	)	(1.6	)	
Total sales change	 	3.0	%	8.6	%	3.7	%	6.6	%	
 	 	 	 	 	 	 	 	 	 	
Operating income (millions)	 	$	616	 	$	571	 	$	1,851	 	$	1,753	 	
Percent change	 	7.9	%	0.2	%	5.6	%	(0.2	)%	
Percent of sales	 	22.2	%	21.2	%	22.1	%	21.7	%	
 
The Industrial segment serves a broad range of markets, such as automotive original equipment manufacturer (OEM) and automotive aftermarket (auto body shops and retail), electronics, appliance, paper and printing, packaging, food and beverage, and construction. Industrial products include tapes, a wide variety of coated, non-woven and bonded abrasives, adhesives, advanced ceramics, sealants, specialty materials, 3M Purification Inc. (filtration products), closure systems for personal hygiene products, acoustic systems products, and components and products that are used in the manufacture, repair and maintenance of automotive, marine, aircraft and specialty vehicles.
 
Third quarter of 2014:
 
Sales in Industrial totaled $2.8 billion, up 3.0 percent in U.S. dollars. Organic local-currency sales increased 4.2 percent, and foreign currency translation reduced sales by 1.2 percent. On an organic local-currency basis, sales growth was led by aerospace and commercial transportation, 3M Purification Inc., automotive OEM, advanced materials, and industrial adhesives and tapes. Organic local-currency sales also grew in abrasive systems and automotive aftermarket. Organic local-currency sales declined in personal care.
 
Geographically, organic local-currency sales increased 8 percent in the United States. U.S. growth was broad based, with strong performances in automotive aftermarket, abrasives, and industrial adhesives and tapes, along with aerospace and commercial transportation, and automotive OEM. Organic local-currency growth was 4 percent in Asia Pacific and 1 percent in EMEA, while Latin America/Canada declined 1 percent.
 
Operating income was $616 million in the third quarter of 2014, an increase of 7.9 percent. Operating income margins increased by 1.0 percentage point to 22.2 percent. Operating income margins improved due to sales volume leverage, plus the combination of selling price increases and raw material costs decreases, partially offset by incremental investments. As indicated in the preceding Operating Business Segments section, each of 3M’s five business segments is absorbing incremental investments in 2014 related to business transformation and global ERP implementation. This reduced margins in each of the businesses by approximately 0.3 percentage points year-on-year.
 
First nine months of 2014:
 
Sales in Industrial totaled $8.4 billion, up 3.7 percent in U.S. dollars. Organic local-currency sales increased 4.6 percent, and foreign currency translation reduced sales by 0.9 percent. On an organic local-currency basis, sales growth was led by 3M Purification Inc., aerospace and commercial transportation, automotive OEM, advanced materials, and abrasive systems. Organic local-currency sales also grew in industrial adhesives and tapes, and automotive aftermarket. Organic local-currency sales declined in personal care.
 
Geographically, organic local-currency sales increased 5 percent in both the United States and Asia Pacific, 4 percent in EMEA, and 2 percent in Latin America/Canada.
 
Operating income was $1.9 billion in the first nine months of 2014, an increase of 5.6 percent. Operating income margins increased by 0.4 percentage points to 22.1 percent. Operating income margins improved due to sales volume leverage, plus the combination of selling price increases and raw material cost decreases, partially offset by incremental investments as discussed in third quarter results.
 
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Safety and Graphics Business:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
 	 	2014	 	2013	 	2014	 	2013	 	
Sales (millions)	 	$	1,448	 	$	1,429	 	$	4,365	 	$	4,262	 	
Sales change analysis:	 	 	 	 	 	 	 	 	 	
Organic local currency	 	3.1	%	8.0	%	4.1	%	3.9	%	
Acquisitions	 	—	 	0.9	 	—	 	1.7	 	
Translation	 	(1.8	)	(2.3	)	(1.7	)	(2.0	)	
Total sales change	 	1.3	%	6.6	%	2.4	%	3.6	%	
 	 	 	 	 	 	 	 	 	 	
Operating income (millions)	 	$	340	 	$	313	 	$	1,011	 	$	973	 	
Percent change	 	8.8	%	7.0	%	3.9	%	(1.7	)%	
Percent of sales	 	23.5	%	21.9	%	23.2	%	22.8	%	
 
The Safety and Graphics segment serves a broad range of markets that increase the safety, security and productivity of people, facilities and systems. Major product offerings include personal protection products; traffic safety and security products, including border and civil security solutions; commercial solutions, including commercial graphics sheeting and systems, architectural surface and lighting solutions, and cleaning and protection products for commercial establishments; and roofing granules for asphalt shingles.
 
Third quarter of 2014:
 
Sales in Safety and Graphics totaled $1.4 billion, up 1.3 percent in U.S. dollars. Organic local-currency sales increased 3.1 percent, and foreign currency translation reduced sales by 1.8 percent. On an organic local-currency basis, sales growth was led by personal safety, and traffic safety and security systems. Organic local-currency sales also grew in the commercial solutions business. Sales in the roofing granules business declined year-on-year.
 
Organic local-currency sales increased 7 percent in the United States, 3 percent in Europe, were flat in Latin America/Canada, and declined 1 percent in Asia Pacific.
 
Operating income in the third quarter of 2014 totaled $340 million, up 8.8 percent. Operating income margins were 23.5 percent of sales, compared to 21.9 percent in the third quarter of 2013. Operating income margins benefited from organic volume leverage plus selling price increases, partially offset by incremental investments related to business transformation and global ERP implementation, plus selective restructuring.
 
First nine months of 2014:
 
Sales in Safety and Graphics totaled $4.4 billion, up 2.4 percent in U.S. dollars. Organic local-currency sales increased 4.1 percent, and foreign currency translation reduced sales by 1.7 percent. On an organic local-currency basis, sales growth was led by personal safety. 3M also saw positive organic local-currency sales growth in commercial solutions, and traffic safety and security systems. Sales in the roofing granules business declined year-on-year.
 
Organic local-currency sales increased 5 percent in both the United States and Europe, and 3 percent in both Asia Pacific and Latin America/Canada.
 
Operating income in the first nine months of 2014 totaled $1.0 billion, up 3.9 percent. Operating income margins were 23.2 percent of sales, compared to 22.8 percent in the first nine months of 2013. Operating income margins were impacted by the same factors discussed in third quarter results.
 
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Electronics and Energy Business:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
 	 	2014	 	2013	 	2014	 	2013	 	
Sales (millions)	 	$	1,500	 	$	1,449	 	$	4,233	 	$	4,066	 	
Sales change analysis:	 	 	 	 	 	 	 	 	 	
Organic local currency	 	4.3	%	3.8	%	4.9	%	—%	 	
Translation	 	(0.8	)	(1.3	)	(0.8	)	(1.2	)	
Total sales change	 	3.5	%	2.5	%	4.1	%	(1.2	)%	
 	 	 	 	 	 	 	 	 	 	
Operating income (millions)	 	$	338	 	$	300	 	$	858	 	$	733	 	
Percent change	 	12.5	%	3.2	%	17.0	%	(9.2	)%	
Percent of sales	 	22.5	%	20.7	%	20.3	%	18.0	%	
 
The Electronics and Energy segment serves customers in electronics and energy markets, including solutions that improve the dependability, cost-effectiveness, and performance of electronic devices; electrical products, including infrastructure protection; telecommunications networks; and power generation and distribution. This segment’s electronics solutions include optical film solutions for the electronic display industry; packaging and interconnection devices; high-performance fluids and abrasives; high-temperature and display tapes; 3M™ Flexible Circuits, which use electronic packaging and interconnection technology; and touch systems products, which include touch screens, touch monitors, and touch sensor components. This segment’s energy solutions include pressure sensitive tapes and resins; electrical insulation; infrastructure products that provide both protection and detection solutions; a wide array of fiber-optic and copper-based telecommunications systems; and renewable energy component solutions for the solar and wind power industries.
 
Third quarter of 2014:
 
Electronics and Energy sales totaled $1.5 billion, up 3.5 percent in U.S. dollars. Organic local-currency sales increased 4.3 percent, and foreign currency translation reduced sales by 0.8 percent.
 
Organic local-currency sales increased approximately 8 percent in 3M’s electronics-related businesses, with strong growth in both display materials and systems and in electronics materials solutions. In 3M’s energy-related businesses, organic local-currency sales declined approximately 2 percent. Organic local-currency sales in the electrical markets business was flat, while telecommunications and renewable energy both declined year-on-year.
 
On a geographic basis, organic local-currency sales increased 7 percent in Asia Pacific, 3 percent in the United States, and were flat in Latin America/Canada. Organic local-currency sales declined 6 percent in EMEA.
 
Operating income increased 12.5 percent to $338 million in the third quarter of 2014. Operating income margins were 22.5 percent compared to 20.7 percent in the third quarter of 2013, helped by sales volume leverage.
 
First nine months of 2014:
 
Electronics and Energy sales totaled $4.2 billion, up 4.1 percent in U.S. dollars. Organic local-currency sales increased 4.9 percent, and foreign currency translation reduced sales by 0.8 percent.
 
Organic local-currency sales increased approximately 8 percent in 3M’s electronics-related businesses, with strong growth in display materials and systems. In 3M’s energy-related businesses, organic local-currency sales increased approximately 1 percent, led by telecommunications. Organic local-currency sales growth was flat in the electrical markets business, while renewable energy declined.
 
On a geographic basis, organic local-currency sales increased 7 percent in Asia Pacific, 6 percent in Latin America/Canada, and were flat in both the United States and EMEA.
 
Operating income increased 17.0 percent to $858 million in the first nine months of 2014. Operating income margins were 20.3 percent compared to 18.0 percent in the first nine months of 2013, helped by sales volume leverage and actions taken to improve the portfolio over the last two years.
 
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Health Care Business:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
 	 	2014	 	2013	 	2014	 	2013	 	
Sales (millions)	 	$	1,390	 	$	1,328	 	$	4,180	 	$	3,975	 	
Sales change analysis:	 	 	 	 	 	 	 	 	 	
Organic local currency	 	5.4	%	6.8	%	5.6	%	5.5	%	
Acquisitions	 	0.5	 	—	 	0.3	 	0.1	 	
Translation	 	(1.2	)	(1.3	)	(0.7	)	(1.3	)	
Total sales change	 	4.7	%	5.5	%	5.2	%	4.3	%	
 	 	 	 	 	 	 	 	 	 	
Operating income (millions)	 	$	432	 	$	426	 	$	1,293	 	$	1,247	 	
Percent change	 	1.4	%	6.7	%	3.7	%	2.9	%	
Percent of sales	 	31.0	%	32.1	%	30.9	%	31.4	%	
 
The Health Care segment serves markets that include medical clinics and hospitals, pharmaceuticals, dental and orthodontic practitioners, health information systems, and food manufacturing and testing. Products and services provided to these and other markets include medical and surgical supplies, skin health and infection prevention products, inhalation and transdermal drug delivery systems, dental and orthodontic products (oral care), health information systems, and food safety products.
 
Third quarter of 2014:
 
Health Care sales totaled $1.4 billion, an increase of 4.7 percent in U.S. dollars. Organic local-currency sales increased 5.4 percent, acquisitions added 0.5 percent, and foreign currency translation reduced sales by 1.2 percent. Organic local-currency sales grew in all businesses, with the strongest growth in drug delivery systems and health information systems.
 
Acquisition sales growth related to the April 2014 purchase of Treo Solutions LLC, headquartered in Troy, New York. Treo Solutions LLC is a provider of data analytics and business intelligence to healthcare payers and providers.
 
On a geographic basis, organic local-currency sales increased 9 percent in Asia Pacific, 6 percent in both Latin America/Canada and the United States, and 3 percent in EMEA. Health Care organic local-currency sales grew 11 percent in developing markets.
 
Operating income increased 1.4 percent to $432 million. Operating income margins were 31.0 percent in the third quarter of 2014, compared to 32.1 percent in the third quarter of 2013, with acquisition impacts reducing operating income margins by 0.4 percentage points. The third quarter of 2013 included a gain from the sale of a non-strategic equity method investment, which benefited third-quarter 2013 operating income margins by 1.4 percentage points.
 
First nine months of 2014:
 
Health Care sales totaled $4.2 billion, an increase of 5.2 percent in U.S. dollars. Organic local-currency sales increased 5.6 percent, acquisitions added 0.3 percent, and foreign currency translation reduced sales by 0.7 percent. Organic local-currency sales grew in all businesses, with the strongest growth in drug delivery systems, health information systems, and critical and chronic care.
 
On a geographic basis, organic local-currency sales increased 8 percent in both Asia Pacific and Latin America/Canada, 6 percent in the United States, and 2 percent in EMEA. Health Care organic local-currency sales grew 11 percent in developing markets.
 
Operating income increased 3.7 percent to $1.3 billion. Operating income margins were 30.9 percent in the first nine months of 2014, compared to 31.4 percent in the first nine months of 2013, with acquisition impacts reducing operating income margins by 0.3 percentage points. As discussed in the third quarter results above, the gain from the sale of a non-strategic equity method investment benefited first nine months 2013 operating income margins by 0.5 percentage points.
 
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Consumer Business:

 	 	Three months ended	 	Nine months ended	 	
 	 	September 30,	 	September 30,	 	
 	 	2014	 	2013	 	2014	 	2013	 	
Sales (millions)	 	$	1,177	 	$	1,153	 	$	3,395	 	$	3,332	 	
Sales change analysis:	 	 	 	 	 	 	 	 	 	
Organic local currency	 	3.1	%	4.2	%	3.3	%	3.6	%	
Divestitures	 	—	 	(0.2	)	(0.2	)	(0.1	)	
Translation	 	(1.0	)	(1.9	)	(1.2	)	(1.7	)	
Total sales change	 	2.1	%	2.1	%	1.9	%	1.8	%	
 	 	 	 	 	 	 	 	 	 	
Operating income (millions)	 	$	272	 	$	247	 	$	741	 	$	719	 	
Percent change	 	10.1	%	0.6	%	3.1	%	1.3	%	
Percent of sales	 	23.2	%	21.5	%	21.8	%	21.6	%	
 
The Consumer segment serves markets that include consumer retail, office retail, home improvement, building maintenance and other markets. Products in this segment include office supply products, stationery products, construction and home improvement products (do-it-yourself), home care products, protective material products, certain consumer retail personal safety products, and consumer health care products.
 
Third quarter of 2014:
 
Sales in Consumer totaled $1.2 billion, up 2.1 percent in U.S. dollars. Organic local-currency sales increased 3.1 percent, and foreign currency translation reduced sales by 1.0 percent. On an organic local-currency basis, sales growth was led by construction and home improvement. 3M also posted positive sales growth in its consumer health care and home care businesses. Sales in the stationery and office supplies business were down slightly year-on-year.
 
On a geographic basis, organic local-currency sales increased 5 percent in Asia Pacific and 4 percent in the United States. Back-to-school sales were strong in the U.S. mass retail channel. Organic local-currency sales were flat in EMEA, and declined 2 percent in Latin America/Canada. Organic local-currency growth was 5 percent in developing markets.
 
Consumer operating income was $272 million, up 10.1 percent from the third quarter last year. Operating income margins were 23.2 percent, compared to 21.5 percent in the same period last year, helped by strong sales in the construction and home improvement business.
 
First nine months of 2014:
 
Sales in Consumer totaled $3.4 billion, up 1.9 percent in U.S. dollars. Organic local-currency sales increased 3.3 percent, divestitures reduced sales by 0.2 percent, and foreign currency translation reduced sales by 1.2 percent. On an organic local-currency basis, sales growth was led by construction and home improvement. 3M also posted positive growth in its consumer health care and home care businesses. Sales in the stationery and office supplies business were down slightly.
 
On a geographic basis, organic local-currency sales increased 6 percent in Asia Pacific, 3 percent in the United States, and 1 percent in both EMEA and Latin America/Canada. Organic local-currency growth was 7 percent in developing markets.
 
Consumer operating income was $741 million, up 3.1 percent from the first nine months last year. Operating income margins were 21.8 percent, up slightly from 21.6 percent in the same period last year.
 
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FINANCIAL CONDITION AND LIQUIDITY 
 
3M continues to manage towards a more optimized capital structure, financed with additional low-cost debt. The strength and stability of 3M’s business model and strong free cash flow capability, together with proven capital markets access, enables 3M to implement this strategy while continuing to invest in its businesses. Organic growth remains the first priority, thus 3M will continue to invest in research and development, capital expenditures, and commercialization capability. In 2013, as a first step towards increasing capital deployment, 3M drew down its U.S. cash position to a minimum level and also reactivated its $3 billion commercial paper program. In 2014, 3M filed a new ‘well-known seasoned issuer” shelf registration statement, and recommenced the Series F medium term notes program for future debt issuances.
 
3M considers net debt to be an important measure of liquidity and of its ability to meet ongoing obligations. This measure 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 net debt as total debt less the total of cash, cash equivalents and current and long-term marketable securities. The following table provides net debt as of September 30, 2014 and December 31, 2013.

 	 	September 30,	 	December 31,	 	
(Millions)	 	2014	 	2013	 	
 	 	 	 	 	 	
Total Debt	 	$	7,344	 	$	6,009	 	
Less: Cash and cash equivalents and marketable securities	 	3,801	 	4,790	 	
Net Debt	 	$	3,543	 	$	1,219	 	
 
In the first nine months of 2014, 3M continued to make progress towards better optimizing its capital structure through higher debt levels and increased capital deployment. Net debt increased $2.3 billion at September 30, 2014 when compared to December 31, 2013. Actions taken in the first nine months of 2014 that contributed to the net debt increase included the June 2014 issuance of $625 million of five-year notes due 2019 and $325 million of thirty-year notes due 2044 under the Series F medium term notes program, along with lower cash balances in the U.S. and international. In addition, 3M’s outstanding commercial paper balance was $1.905 billion at September 30, 2014, compared to zero at December 31, 2013. In July 2014, 3M repaid 1.025 billion Euros of maturing Eurobond notes. 3M will continue to implement changes to its capital structure over time. For 2014 in particular, 3M expects to add leverage of $2 billion to $4 billion when compared to December 31, 2013, and as of September 30, 2014, 3M is tracking to the mid-point of that range.
 
3M’s primary short-term liquidity needs are met through cash on hand and U.S. commercial paper issuances. 3M resumed commercial paper funding in July 2013 for the first time since late 2008. 3M expects to maintain a consistent presence in the market and believes it will have continuous access to the commercial paper market. 3M’s commercial paper program permits the Company to have a maximum of $3 billion outstanding with a maximum maturity of 397 days from date of issuance.
 
The Company has significant liquidity and generates ongoing cash flow, which have been used, in part, to repurchase shares and to pay dividends on 3M common stock. In addition, 3M’s liquidity and cash flow enable it to meet currently anticipated growth plans, including funds for research and development, capital expenditures, working capital investments and acquisitions.
 
At September 30, 2014, 3M had $3.8 billion of cash, cash equivalents and marketable securities, of which approximately $3.7 billion was held by the Company’s foreign subsidiaries and approximately $100 million was held by the United States. Of the $3.7 billion, U.S. dollar-based cash, cash equivalents and marketable securities totaled $2.3 billion, or 62 percent, which was invested in money market funds, asset-backed securities, agency securities, corporate medium-term note securities and other investment-grade fixed income securities. At December 31, 2013, cash, cash equivalents and marketable securities held by the Company’s foreign subsidiaries and in the United States totaled approximately $4.3 billion and $0.5 billion, respectively. The Company’s total balance of cash, cash equivalents and marketable securities was $1.0 billion lower at September 30, 2014 when compared to December 31, 2013. 3M is able to manage the business with lower cash levels, particularly in the U.S., due to significant ongoing cash flow generation and proven access to capital markets funding throughout business cycles.
 
At September 30, 2014, 3M had $7.3 billion of debt, which included $5.2 billion of long-term debt and $2.1 billion related to the current portion of long-term debt and other borrowings. Other borrowings included $1.9 billion of commercial paper.  
 
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In August 2013, 3M repaid $850 million (principal amount) of medium-term notes. In November 2013, 3M issued an eight-year Eurobond for an amount of 600 million Euros (approximately $815 million carrying value at December 31, 2013). In June 2014, 3M issued $625 million aggregate principal amount of five-year fixed rate medium-term notes due 2019 and also issued $325 million aggregate principal amount of thirty-year fixed rate medium-term notes due 2044. In July 2014, 3M repaid 1.025 billion Euros of maturing Eurobond notes. The strength of 3M’s capital structure and significant ongoing cash flows provide 3M proven access to capital markets. Additionally, the Company’s maturity profile is staggered to help ensure refinancing needs in any given year are reasonable in proportion to the total portfolio. The Company has an AA- credit rating, with a stable outlook, from Standard & Poor’s and an Aa2 credit rating, with a negative outlook, from Moody’s Investors Service. In August 2014, Moody’s Investor Service reaffirmed 3M’s Aa2 credit rating, but changed 3M’s outlook from stable to negative. The Company’s ongoing transition to a more optimized capital structure, financed with additional low-cost debt, could impact 3M’s credit rating in the future.
 
In August 2014, 3M amended and extended the existing $1.5 billion five-year multi-currency revolving credit agreement to a $2.25 billion five-year multi-currency revolving credit agreement, with an expiration date of August 2019. This credit agreement includes a provision under which 3M may request an increase of up to $2.25 billion, bringing the total facility up to $4.5 billion (at the lenders’ discretion). This facility was undrawn at September 30, 2014. In December 2012, 3M entered into a three-year 66 million British Pound (approximately $106 million based on agreement date exchange rates) committed credit agreement, which was fully drawn as of December 31, 2012. 3M repaid 36 million British Pounds in the first quarter of 2014, leaving a remaining balance due of 30 million British Pounds as of September 30, 2014. Apart from the committed facilities, an additional $219 million in stand-alone letters of credit and $22 million in bank guarantees were also issued and outstanding at September 30, 2014. These lines of credit are utilized in connection with normal business activities. Under the $2.25 billion credit agreement, 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, 2014, this ratio was approximately 59 to 1. Debt covenants do not restrict the payment of dividends.
 
The Company has a “well-known seasoned issuer” shelf registration statement, effective May 16, 2014, which registers an indeterminate amount of debt or equity securities for future sales. This replaced 3M’s previous shelf registration dated August 5, 2011. In June 2014, in connection with the May 16, 2014 shelf registration, 3M re-commenced its medium-term notes program (Series F) under which 3M may issue, from time to time, up to $9 billion aggregate principal amount of notes. Included in this $9 billion are $2.25 billion of notes previously issued in 2011 and 2012 as part of Series F. In June 2014, 3M issued $625 million aggregate principal amount of five-year fixed rate medium-term notes due 2019 with a coupon rate of 1.625%. Upon debt issuance, $600 million of this amount was converted to an interest rate based on a floating LIBOR index. In addition, in June 2014, 3M issued $325 million aggregate principal amount of thirty-year fixed rate medium-term notes due 2044 with a coupon rate of 3.875%. Both June 2014 debt issuances were from the medium-term notes program (Series F).
 
In September 2011, in connection with the August 5, 2011 shelf registration statement, 3M established a $3 billion medium-term notes program (Series F), from which 3M issued a five-year $1.0 billion fixed rate note with a coupon rate of 1.375%. Proceeds were used for general corporate purposes, including repayment in November 2011 of $800 million (principal amount) of medium-term notes. In June 2012, 3M issued $650 million aggregate principal amount of five-year fixed rate medium-term notes due 2017 with a coupon rate of 1.000% and $600 million aggregate principal amount of ten-year fixed rate medium-term notes due 2022 with a coupon rate of 2.000%, which were both issued from this $3 billion medium-term notes program (Series F).
 
Sources for cash availability in the United States, such as ongoing cash flow from operations and 3M’s proven access to capital markets, have historically been sufficient to fund dividend payments to shareholders and share repurchases, in addition to funding U.S. acquisitions, U.S. capital spending, U.S. pension/other postemployment benefit contributions, and other items as needed. For those international earnings considered to be reinvested indefinitely, the Company currently has no plans or intentions to repatriate these funds for U.S. operations. However, if these international funds are needed for operations in the U.S., 3M would be required to accrue and pay U.S. taxes to repatriate them.
 
In 2014, the Company plans to contribute approximately $200 million of cash to its pension and postretirement plans. The Company does not have a required minimum cash pension contribution obligation for its U.S. plans in 2014. Therefore, the amount of the anticipated discretionary contribution could vary significantly depending on the U.S. qualified plans’ funded status as of the 2014 measurement date and the anticipated tax deductibility of the contribution. Future contributions will also depend on market conditions, interest rates and other factors. 3M believes its strong cash flow and balance sheet will allow it to fund future pension needs without compromising growth opportunities.
 
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3M’s strong balance sheet and liquidity provide the Company with significant flexibility to take advantage of numerous opportunities going forward. The Company will continue to invest in its operations to drive growth, including continual review of acquisition opportunities. In December 2013, 3M’s Board of Directors declared a dividend of 85.5 cents per share for the first-quarter of 2014, an increase of 35 percent. This is equivalent to an annual dividend of $3.42 per share and marked the 56th consecutive year of dividend increases for 3M. In February 2014, 3M’s Board of Directors also authorized the repurchase of up to $12 billion of 3M’s outstanding common stock, which replaced the Company’s February 2013 repurchase program. This authorization has no pre-established end date. As of September 30, 2014, approximately $7.9 billion remained available under the February 2014 repurchase authorization.
 
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 (defined as current assets minus current liabilities) totaled $4.976 billion at September 30, 2014, compared with $5.235 billion at December 31, 2013, a decrease of $259 million. Current asset balance changes decreased working capital by $52 million, with increases in accounts receivable and other items offset by a decrease in cash and cash equivalents. Current liability balance changes decreased working capital by $207 million, largely due to an increase in short-term debt partially offset by decreases in other current liabilities. The other current liabilities decrease largely related to the dividend declared in December 2013 that was not paid until March 2014 (discussed in Note 4).
 
The Company uses various working capital measures that place emphasis and focus on certain working capital assets and liabilities. These measures are not defined under U.S. generally accepted accounting principles and may not be computed the same as similarly titled measures used by other companies. One of the primary working capital measures 3M uses is a combined index, which includes accounts receivable, inventories and accounts payable. This combined index (defined as quarterly net sales — fourth quarter at year-end — multiplied by four, divided by ending net accounts receivable plus inventories less accounts payable) was 4.7 at September 30, 2014 compared to 4.8 at December 31, 2013. Receivables increased $458 million, or 10.8 percent, compared with December 31, 2013, with higher September 2014 sales compared to December 2013 sales contributing to this increase. Currency translation impacts decreased accounts receivable by $138 million. Inventories increased $81 million, or 2.1 percent, compared with December 31, 2013, with the increases primarily attributable to an increase in demand in the first nine months of 2014, partially offset by currency translation, which decreased inventories by $151 million. Accounts payable had a minimal change when compared with December 31, 2013.
 
Cash flows from operating, investing and financing activities are provided in the tables that follow. Individual amounts in the Consolidated Statement of Cash Flows exclude the effects of acquisitions, divestitures and exchange rate impacts on cash and cash equivalents, which are presented separately in the cash flows. Thus, the amounts presented in the following operating, investing and financing activities tables reflect changes in balances from period to period adjusted for these effects.
 
Cash Flows from Operating Activities:

 	 	Nine months ended	 	
 	 	September 30,	 	
(Millions)	 	2014	 	2013	 	
 	 	 	 	 	 	
Net income including noncontrolling interest	 	$	3,819	 	$	3,605	 	
Depreciation and amortization	 	1,058	 	1,014	 	
Company pension contributions	 	(107	)	(381	)	
Company postretirement contributions	 	(5	)	(4	)	
Company pension expense	 	232	 	332	 	
Company postretirement expense	 	61	 	82	 	
Stock-based compensation expense	 	221	 	197	 	
Income taxes (deferred and accrued income taxes)	 	(25	)	(29	)	
Excess tax benefits from stock-based compensation	 	(121	)	(68	)	
Accounts receivable	 	(587	)	(643	)	
Inventories	 	(232	)	(155	)	
Accounts payable	 	55	 	(26	)	
Product and other insurance receivables and claims	 	50	 	37	 	
Other — net	 	24	 	(137	)	
Net cash provided by operating activities	 	$	4,443	 	$	3,824	 	
 
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Cash flows from operating activities can fluctuate significantly from period to period, as pension funding decisions, tax timing differences and other items can significantly impact cash flows.
 
In the first nine months of 2014, cash flows provided by operating activities increased $619 million compared to the same period last year, driven by lower pension contributions and increases in net income including noncontrolling interest. The combination of accounts receivable, inventories and accounts payable increased working capital by $764 million in the first nine months of 2014, compared to increases of $824 million in the first nine months of 2013, consistent with prior year-on-year increases in working capital requirements due to increasing sales. Additional discussion on working capital changes is provided earlier in the “Financial Condition and Liquidity” section.
 
Free Cash Flow (non-GAAP measure):
 
In addition to net cash provided by operating activities, 3M uses free cash flow as a useful measure of performance and as an indication of the strength of the Company and its ability to generate cash. 3M defines free cash flow as net cash provided by operating activities less purchases of property, plant and equipment (which is classified as an investing activity). Free cash flow is not defined under U.S. generally accepted accounting principles (GAAP). Therefore, it 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. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. Below find a recap of free cash flow for the nine months ended September 30, 2014 and 2013.

 	 	Nine months ended	 	
 	 	September 30,	 	
(Millions)	 	2014	 	2013	 	
 	 	 	 	 	 	
Net cash provided by operating activities	 	$	4,443	 	$	3,824	 	
Purchases of property, plant and equipment (PP&E)	 	(1,003	)	(1,122	)	
Free Cash Flow	 	$	3,440	 	$	2,702	 	
 
Cash Flows from Investing Activities:

 	 	Nine months ended	 	
 	 	September 30,	 	
(Millions)	 	2014	 	2013	 	
 	 	 	 	 	 	
Purchases of property, plant and equipment (PP&E)	 	$	(1,003	)	$	(1,122	)	
Proceeds from sale of PP&E and other assets	 	116	 	86	 	
Acquisitions, net of cash acquired	 	(94	)	—	 	
Purchases and proceeds from sale or maturities of marketable securities and investments, net	 	383	 	313	 	
Other investing	 	20	 	21	 	
Net cash used in investing activities	 	$	(578	)	$	(702	)	
 
Investments in property, plant and equipment enable growth across many diverse markets, helping to meet product demand and increasing manufacturing efficiency. Capital spending was $1.003 billion in the first nine months of 2014, compared to $1.122 billion in the first nine months of 2013. The Company expects 2014 capital spending to be approximately $1.5 billion to $1.6 billion, as 3M continues to invest to expand its businesses. In 2013, 3M continued its expansion of manufacturing capacity in key markets, including investments in the U.S., China, Germany, and Brazil. This included significant investments across 3M’s many businesses, such as abrasives, industrial adhesives and tapes, advanced materials, electronics-related, infection prevention, and other businesses. 3M continued its investments in IT systems and infrastructure, including ongoing phased implementation of an ERP system on a worldwide basis over the next several years. In addition, 3M is sustaining existing facilities through general maintenance, cost reduction, and compliance efforts.
 
3M is striving to increase its manufacturing and sourcing capacity, particularly in developing economies, in order to more closely align its production capability with its sales in major geographic regions. The initiative is expected to help improve customer service, lower transportation costs, and reduce working capital requirements. 3M will continue to make investments in critical emerging markets, such as China, Brazil, Poland and India, including plans to establish and begin production in a new wholly-owned manufacturing entity in India to serve as a source of supply to 3M’s business in India and in other countries.
 
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Proceeds from sale of PP&E and other assets totaled $116 million in the first nine months of 2014 compared to $86 million in the same period last year. Apart from the normal periodic sales of PP&E, the first nine months of 2014 included proceeds of $50 million related to the sale of real estate.
 
Refer to Note 2 for information on acquisitions and divestitures. The Company is actively considering additional acquisitions, investments and strategic alliances, and from time to time may also divest certain businesses.
 
Purchases of marketable securities and investments and proceeds from maturities and sale of marketable securities and investments are primarily attributable to asset-backed securities, agency securities, corporate medium-term note securities and other securities, which are classified as available-for-sale. Interest rate risk and credit risk related to the underlying collateral may impact the value of investments in asset-backed securities, while factors such as general conditions in the overall credit market and the nature of the underlying collateral may affect the liquidity of investments in asset-backed securities. The coupon interest rates for asset-backed securities are either fixed rate or floating. Floating rate coupons reset monthly or quarterly based upon the corresponding monthly or quarterly LIBOR rate. Each individual floating rate security has a coupon based upon the respective LIBOR rate +/- an amount reflective of the credit risk of the issuer and the underlying collateral on the original issue date. Terms of the reset are unique to individual securities. Fixed rate coupons are established at the time the security is issued and are based upon a spread to a related maturity treasury bond. The spread against the treasury bond is reflective of the credit risk of the issuer and the underlying collateral on the original issue date. 3M does not currently expect risk related to its holdings in asset-backed securities to materially impact its financial condition or liquidity. Refer to Note 6 for more details about 3M’s diversified marketable securities portfolio, which totaled $1.872 billion as of September 30, 2014. Purchases of investments include additional survivor benefit insurance, plus cost method and equity investments.
 
Cash Flows from Financing Activities:

 	 	Nine months ended	 	
 	 	September 30,	 	
(Millions)	 	2014	 	2013	 	
 	 	 	 	 	 	
Change in short-term debt — net	 	$	1,935	 	$	607	 	
Repayment of debt (maturities greater than 90 days)	 	(1,551	)	(853	)	
Proceeds from debt (maturities greater than 90 days)	 	1,064	 	12	 	
Total cash change in debt	 	$	1,448	 	$	(234	)	
Purchases of treasury stock	 	(4,373	)	(3,538	)	
Proceeds from issuances of treasury stock pursuant to stock option and benefit plans	 	739	 	1,372	 	
Dividends paid to stockholders	 	(1,672	)	(1,307	)	
Excess tax benefits from stock-based compensation	 	121	 	68	 	
Purchase of noncontrolling interest	 	(699	)	—	 	
Other — net	 	(37	)	(4	)	
Net cash used in financing activities	 	$	(4,473	)	$	(3,643	)	
 
Total debt at September 30, 2014 was $7.3 billion, up from $6.0 billion at year-end 2013. Total debt was 31 percent of total capital (total capital is defined as debt plus equity) at September 30, 2014, compared to 25 percent of total capital at year-end 2013. Changes in short-term debt for the nine months ended September 30, 2014 largely related to commercial paper issuances ($1.9 billion), but also included bank borrowings by international subsidiaries. Repayment of debt for the nine months ended September 30, 2014 primarily includes repayment of a Eurobond repaid in July 2014 totaling 1.025 billion Euros (approximately $1.4 billion carrying value), repayment of 36 million British Pound related to the three-year 66 million British Pound committed credit facility agreement entered into in December 2012, and repayment of other international debt. Proceeds from debt for the nine months ended September 30, 2014 primarily related to the June 2014 issuance of $625 million aggregate principal amount of five-year fixed rate medium-term notes due 2019 and $325 million aggregate principal amount of thirty-year fixed rate medium-term notes due 2044 (refer to Note 7 for more detail). In addition, proceeds from debt for the nine months ended September 30, 2014 also include bank borrowings by international subsidiaries and parent company debt. For the first nine months of 2013, changes in short-term debt primarily related to commercial paper activity. Repayment of debt in the first nine months of 2013 related to the August 2013 repayment of $850 million (principal amount) of medium-term notes.
 
Repurchases of common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes. In February 2014, 3M’s Board of Directors authorized the repurchase of up to $12 billion of 3M’s outstanding common stock, which replaced the Company’s February 2013 repurchase program. This authorization
 
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has no pre-established end date. In the first nine months of 2014, the Company purchased $4.373 billion of stock, compared to $3.538 billion in the first nine months of 2013. The Company expects full-year 2014 gross share repurchases will be in the range of $5.5 to $6.0 billion, compared to a previous range of $4.5 billion to $5.0 billion. For more information, refer to the table titled “Issuer Purchases of Equity Securities” in Part II, Item 5. The Company does not utilize derivative instruments linked to the Company’s stock.
 
Cash dividends paid to shareholders totaled $1.672 billion in the first nine months of 2014, compared to $1.307 billion in the first nine months of 2013. 3M has paid dividends each year since 1916. In December 2013, 3M’s Board of Directors declared a first-quarter 2014 dividend of $0.855 per share, an increase of 35 percent. This is equivalent to an annual dividend of $3.42 per share and marked the 56th consecutive year of dividend increases.
 
In addition to the items described below, other cash flows from financing activities may include various other items, such as distributions to or sales of noncontrolling interests, changes in cash overdraft balances, and principal payments for capital leases.
 
On September 1, 2014, 3M purchased (via Sumitomo 3M Limited) Sumitomo Electric Industries, Ltd.’s 25 percent interest in 3M’s consolidated Sumitomo 3M Limited subsidiary for 90 billion Japanese Yen, or approximately $865 million at closing date exchange rates. Upon completion of this transaction, 3M owned 100 percent of Sumitomo 3M Limited. Approximately $694 million was reflected as a financing activity in the consolidated statement of cash flows while the remainder was recorded as a current liability (paid in October 2014).
 
In April 2014, 3M purchased the remaining noncontrolling interest in a consolidated 3M subsidiary for an immaterial amount, which was classified as a financing activity in the consolidated statement of cash flows.
 
In March 2013, 3M sold shares in 3M India Limited, a subsidiary of the Company, in return for $8 million. The noncontrolling interest shares of this subsidiary trade on a public exchange in India. This sale of shares complied with an amendment to Indian securities regulations that required 3M India Limited, as a listed company, to achieve a minimum public shareholding of at least 25 percent. As a result of this transaction, 3M’s ownership in 3M India Limited was reduced from 76 percent to 75 percent. The $8 million received in the first quarter of 2013 was classified as other financing activity in the consolidated statement of cash flows.
 
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CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS 
 
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may also make forward-looking statements in other reports filed with the Securities and Exchange Commission, in materials delivered to shareholders and in press releases. In addition, the Company’s representatives may from time to time make oral forward-looking statements.
 
Forward-looking statements relate to future events and typically address the Company’s expected future business and financial performance. Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. In particular, these include, among others, statements relating to
 
·                   the Company’s strategy for growth, future revenues, earnings, cash flow, uses of cash and other measures of financial performance, and market position,
 
·                   worldwide economic and capital markets conditions, such as interest rates, foreign currency exchange rates, financial conditions of our suppliers and customers, and natural and other disasters affecting the operations of the Company or our suppliers and customers,
 
·                   new business opportunities, product development, and future performance or results of current or anticipated products,
 
·                   the scope, nature or impact of acquisition, strategic alliance and divestiture activities,
 
·                   the outcome of contingencies, such as legal and regulatory proceedings,
 
·                   future levels of indebtedness, common stock repurchases and capital spending,
 
·                   future availability of and access to credit markets,
 
·                   pension and postretirement obligation assumptions and future contributions, asset impairments, tax liabilities, information technology security, and
 
·                   the effects of changes in tax, environmental and other laws and regulations in the United States and other countries in which we operate.
 
The Company assumes no obligation to update or revise any forward-looking statements.
 
Forward-looking statements are based on certain assumptions and expectations of future events and trends that are subject to risks and uncertainties. Actual future results and trends may differ materially from historical results or those reflected in any such forward-looking statements depending on a variety of factors. Important information as to these factors can be found in this document, including, among others, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings of “Overview,” “Financial Condition and Liquidity” and annually in “Critical Accounting Estimates.” Discussion of these factors is incorporated by reference from Part II, Item 1A, “Risk Factors,” of this document, and should be considered an integral part of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 10-K, 10-Q and 8-K filed with the SEC from time to time.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 
 
In the context of Item 3, 3M is exposed to market risk due to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and commodity prices. Changes in those factors could cause fluctuations in earnings and cash flows. For a discussion of sensitivity analysis related to these types of market risks, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in 3M’s Current Report on Form 8-K dated May 15, 2014 (which updated 3M’s 2013 Annual Report on Form 10-K). There have been no material changes in information that would have been provided in the context of Item 3 from the end of the preceding year until September 30, 2014. However, the Company does provide risk management discussion in various places in this Quarterly Report on Form 10-Q, primarily in the Derivatives note.
 
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Item 4. Controls and Procedures. 
 
a. The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
 
b. There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
The Company is implementing an enterprise resource planning (“ERP”) system on a worldwide basis, which is expected to improve the efficiency of certain financial and related transaction processes. The gradual implementation is expected to occur in phases over the next several years. The implementation of a worldwide ERP system will likely affect the processes that constitute our internal control over financial reporting and will require testing for effectiveness.
 
The Company completed implementation with respect to elements of certain processes/sub-processes in limited subsidiaries/locations and will continue to roll-out the ERP system over the next several years. As with any new information technology application we implement, this application, along with the internal controls over financial reporting included in this process, was appropriately considered within the testing for effectiveness with respect to the implementation in these instances. We concluded, as part of our evaluation described in the above paragraphs, that the implementation of ERP in these circumstances has not materially affected our internal control over financial reporting.
 
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3M COMPANY
FORM 10-Q
For the Quarterly Period Ended September 30, 2014
PART II.  Other Information 
 
Item 1. Legal Proceedings. 
 
Discussion of legal matters is incorporated by reference from Part I, Item 1, Note 11, “Commitments and Contingencies” of this document, and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”
 
Item 1A. Risk Factors. 
 
Provided below is a cautionary discussion of what we believe to be the most important risk factors applicable to the Company. Discussion of these factors is incorporated by reference into and considered an integral part of Part I, Item 2, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”
 
* Results are impacted by the effects of, and changes in, worldwide economic and capital markets conditions. The Company operates in more than 70 countries and derives approximately two-thirds of its revenues from outside the United States. The Company’s business is subject to global competition and may be adversely affected by factors in the United States and other countries that are beyond its control, such as disruptions in financial markets, economic downturns in the form of either contained or widespread recessionary conditions, elevated unemployment levels, sluggish or uneven recovery, in specific countries or regions, or in the various industries in which the Company operates; social, political or labor conditions in specific countries or regions; natural and other disasters affecting the operations of the Company or its customers and suppliers; or adverse changes in the availability and cost of capital, interest rates, tax rates, or regulations in the jurisdictions in which the Company operates.
 
* The Company’s credit ratings are important to 3M’s cost of capital. The major rating agencies routinely evaluate the Company’s credit profile and assign debt ratings to 3M. The Company currently has an AA- credit rating, with a stable outlook, from Standard & Poor’s and an Aa2 credit rating, with a negative outlook, from Moody’s Investors Service. This evaluation is based on a number of factors, which include financial strength, business and financial risk, as well as transparency with rating agencies and timeliness of financial reporting. The Company’s current ratings have served to lower 3M’s borrowing costs and facilitate access to a variety of lenders. 3M’s ongoing transition to a more optimized capital structure, financed with additional low-cost debt, could impact 3M’s credit rating in the future. Failure to maintain strong investment grade ratings would adversely affect the Company’s cost of funds and could adversely affect liquidity and access to capital markets.
 
* The Company’s results are affected by competitive conditions and customer preferences. Demand for the Company’s products, which impacts revenue and profit margins, is affected by (i) the development and timing of the introduction of competitive products; (ii) the Company’s response to downward pricing to stay competitive; (iii) changes in customer order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announced price changes, changes in the Company’s incentive programs, or the customer’s ability to achieve incentive goals; and (iv) changes in customers’ preferences for our products, including the success of products offered by our competitors, and changes in customer designs for their products that can affect the demand for some of the Company’s products.
 
* Foreign currency exchange rates and fluctuations in those rates may affect the Company’s ability to realize projected growth rates in its sales and earnings. Because the Company’s financial statements are denominated in U.S. dollars and approximately two-thirds of the Company’s revenues are derived from outside the United States, the Company’s results of operations and its ability to realize projected growth rates in sales and earnings could be adversely affected if the U.S. dollar strengthens significantly against foreign currencies.
 
* The Company’s growth objectives are largely dependent on the timing and market acceptance of its new product offerings, including its ability to continually renew its pipeline of new products and to bring those products to market. This ability may be adversely affected by difficulties or delays in product development, such as the inability to identify viable new products, obtain adequate intellectual property protection, or gain market acceptance of new products. There are no guarantees that new products will prove to be commercially successful.
 
* The Company’s future results are subject to fluctuations in the costs and availability of purchased components, compounds, raw materials and energy, including oil and natural gas and their derivatives, due to shortages, increased demand, supply interruptions, currency exchange risks, natural disasters and other factors. The Company depends on
 
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various components, compounds, raw materials, and energy (including oil and natural gas and their derivatives) supplied by others for the manufacturing of its products. It is possible that any of its supplier relationships could be interrupted due to natural and other disasters and other events, or be terminated in the future. Any sustained interruption in the Company’s receipt of adequate supplies could have a material adverse effect on the Company. In addition, while the Company has a process to minimize volatility in component and material pricing, no assurance can be given that the Company will be able to successfully manage price fluctuations or that future price fluctuations or shortages will not have a material adverse effect on the Company.
 
* Acquisitions, strategic alliances, divestitures, and other unusual events resulting from portfolio management actions and other evolving business strategies, and possible organizational restructuring could affect future results. The Company monitors its business portfolio and organizational structure and has made and may continue to make acquisitions, strategic alliances, divestitures and changes to its organizational structure. With respect to acquisitions, future results will be affected by the Company’s ability to integrate acquired businesses quickly and obtain the anticipated synergies.
 
* The Company’s future results may be affected if the Company generates fewer productivity improvements than estimated. The Company utilizes various tools, such as Lean Six Sigma, to improve operational efficiency and productivity. There can be no assurance that all of the projected productivity improvements will be realized.
 
* The Company employs information technology systems to support its business, including ongoing phased implementation of an enterprise resource planning (ERP) system on a worldwide basis over the next several years. Security breaches and other disruptions to the Company’s information technology infrastructure could interfere with the Company’s operations, compromise information belonging to the Company and its customers and suppliers, and expose the Company to liability which could adversely impact the Company’s business and reputation. In the ordinary course of business, the Company relies on information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Additionally, the Company collects and stores certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws, regulations and customer-imposed controls. Despite our cybersecurity measures (including employee and third-party training, monitoring of networks and systems, and maintenance of backup and protective systems) which are continuously reviewed and upgraded, the Company’s information technology networks and infrastructure may still be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters or other catastrophic events. While we have experienced, and expect to continue to experience, these types of threats to the Company’s information technology networks and infrastructure, none of them to date has had a material impact to the Company. There may be other challenges and risks as the Company upgrades and standardizes its ERP system on a worldwide basis. Any such events could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to the Company’s reputation, which could adversely affect the Company’s business.
 
* The Company’s future results may be affected by various legal and regulatory proceedings and legal compliance risks, including those involving product liability, antitrust, environmental, the U.S. Foreign Corrupt Practices Act and other anti-bribery, anti-corruption, or other matters. The outcome of these legal proceedings may differ from the Company’s expectations because the outcomes of litigation, including regulatory matters, are often difficult to reliably predict. Various factors or developments can lead the Company to change current estimates of liabilities and related insurance receivables where applicable, or make such estimates for matters previously not susceptible of reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in future charges that could have a material adverse effect on the Company’s results of operations or cash flows in any particular period. For a more detailed discussion of the legal proceedings involving the Company and the associated accounting estimates, see the discussion in Note 11 “Commitments and Contingencies” within the Notes to Consolidated Financial Statements.
 
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 
 
Issuer Purchases of Equity Securities
 
Repurchases of 3M common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes. In February 2013, 3M’s Board of Directors authorized the repurchase of up to $7.5 billion of 3M’s outstanding common stock, with no pre-established end date. In February 2014, 3M’s Board of Directors replaced the Company’s February 2013 repurchase program with a new repurchase program. This new program authorizes the repurchase of up to $12 billion of 3M’s outstanding common stock, with no pre-established end date.
 
Issuer Purchases of Equity
Securities (registered pursuant to
Section 12 of the Exchange Act)

 	 	Total Number of 
Shares
Purchased (1)	 	Average Price
Paid per
Share	 	Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (2)	 	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
(Millions)	 	
January 1-31, 2014	 	2,152,171	 	$	134.07	 	2,148,754	 	$	2,229	 	
February 1-28, 2014	 	5,058,426	 	$	130.79	 	5,058,426	 	$	11,338	 	
March 1-31, 2014	 	5,789,597	 	$	132.90	 	5,786,921	 	$	10,569	 	
Total January 1-March 31, 2014	 	13,000,194	 	$	132.27	 	12,994,101	 	$	10,569	 	
April 1-30, 2014	 	4,615,353	 	$	135.93	 	4,607,663	 	$	9,943	 	
May 1-31, 2014	 	2,619,394	 	$	141.05	 	2,613,100	 	$	9,574	 	
June 1-30, 2014	 	2,674,367	 	$	143.80	 	2,674,367	 	$	9,190	 	
Total April 1-June 30, 2014	 	9,909,114	 	$	139.41	 	9,895,130	 	$	9,190	 	
July 1-31, 2014	 	2,969,148	 	$	144.54	 	2,963,047	 	$	8,762	 	
August 1-31, 2014	 	3,783,000	 	$	141.90	 	3,783,000	 	$	8,225	 	
September 1-30, 2014	 	2,209,057	 	$	143.58	 	2,209,057	 	$	7,908	 	
Total July 1-September 30, 2014	 	8,961,205	 	$	143.19	 	8,955,104	 	$	7,908	 	
Total January 1-September 30, 2014	 	31,870,513	 	$	137.56	 	31,844,335	 	$	7,908	 	

(1)          The total number of shares purchased includes: (i) shares purchased under the Board’s authorizations described above, and (ii) shares purchased in connection with the exercise of stock options.
 
(2)          The total number of shares purchased as part of publicly announced plans or programs includes shares purchased under the Board’s authorizations described above.
 
Item 3. Defaults Upon Senior Securities.  — No matters require disclosure.
 
Item 4. Mine Safety Disclosures.  Pursuant to Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), the Company is required to disclose, in connection with the mines it operates, information concerning mine safety violations or other regulatory matters in its periodic reports filed with the SEC. The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Act is included in Exhibit 95 to this quarterly report.
 
Item 5. Other Information.  — No matters require disclosure.
 
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Item 6. Exhibits. 
 
Exhibits. These exhibits are either incorporated by reference into this report or filed herewith with this report. Exhibit numbers 10.1 through 10.39 are management contracts or compensatory plans or arrangements.
 
Index to Exhibits:
 
(3)                                  Articles of Incorporation and bylaws

(3.1)	 	Certificate of incorporation, as amended as of May 11, 2007, is incorporated by reference from our Form 8-K dated May 14, 2007.	
 	 	 	
(3.2)	 	Bylaws, as amended as of February 10, 2009, are incorporated by reference from our Form 8-K dated February 12, 2009.	
 
(4)                                  Instruments defining the rights of security holders, including indentures:

(4.1)	 	Indenture, dated as of November 17, 2000, between 3M and The Bank of New York Mellon Trust Company, N.A., as successor trustee, with respect to 3M’s senior debt securities, is incorporated by reference from our Form 8-K dated December 7, 2000.	
 	 	 	
(4.2)	 	First Supplemental Indenture, dated as of July 29, 2011, to Indenture dated as of November 17, 2000, between 3M and The Bank of New York Mellon Trust Company, N.A., as successor trustee, with respect to 3M’s senior debt securities, is incorporated by reference from our Form 10-Q for the quarter ended June 30, 2011.	
 
(10)                           Material contracts and management compensation plans and arrangements:

(10.1)	 	3M 2008 Long-Term Incentive Plan (including amendments through February 2012) is incorporated by reference from our Proxy Statement for the 2012 Annual Meeting of Stockholders.	
 	 	 	
(10.2)	 	Amendment of the 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2013.	
 	 	 	
(10.3)	 	Form of Agreement for Stock Option Grants to Executive Officers under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 13, 2008.	
 	 	 	
(10.4)	 	Form of Stock Option Agreement for options granted to Executive Officers under the 3M 2008 Long-Term Incentive Plan, commencing February 9, 2010, is incorporated by reference from our Form 10-K for the year ended December 31, 2009.	
 	 	 	
(10.5)	 	Form of Restricted Stock Unit Agreement for restricted stock units granted to Executive Officers under the 3M Long-Term Incentive Plan, effective February 9, 2010, is incorporated by reference from our Form 10-K for the year ended December 31, 2009.	
 	 	 	
(10.6)	 	Form of 3M 2010 Performance Share Award under the 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated March 4, 2010.	
 	 	 	
(10.7)	 	Form of Stock Option Agreement for U.S. Employees under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2008.	
 	 	 	
(10.8)	 	Form of Restricted Stock Unit Agreement for U.S. Employees under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2008.	
 	 	 	
(10.9)	 	Amendment of the 3M 2005 Management Stock Ownership Program and the 3M 2008 Long-term Incentive Plan — transfer of stock options to former spouses, is incorporated by reference from our Form 10-K for the year ended December 31, 2010.	
 	 	 	
(10.10)	 	3M 2005 Management Stock Ownership Program is incorporated by reference from our Proxy Statement for the 2005 Annual Meeting of Stockholders.	
 	 	 	
(10.11)	 	3M 2002 Management Stock Ownership Program is incorporated by reference from our Proxy Statement for the 2002 Annual Meeting of Stockholders.	
 	 	 	
(10.12)	 	Amendments of 3M 2002 and 2005 Management Stock Ownership Programs are incorporated by reference from our Form 8-K dated November 14, 2008.	
 	 	 	
(10.13)	 	Form of award agreement for non-qualified stock options granted under the 2005 Management Stock Ownership Program, is incorporated by reference from our Form 8-K dated May 16, 2005.	
 	 	 	
(10.14)	 	Form of award agreement for non-qualified stock options granted under the 2002 Management Stock Ownership Program, is incorporated by reference from our Form 10-K for the year ended December 31, 2004.	
 	 	 	
(10.15)	 	3M 1997 General Employees’ Stock Purchase Plan, as amended through November 8, 2004, is incorporated by reference from our Form 10-K for the year ended December 31, 2004.	
 
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(10.16)	 	3M Board resolution dated May 12, 2009, regarding three-year extension of 3M 1997 General Employees’ Stock Purchase Plan is incorporated by reference from our Form 10-Q for the quarter ended June 30, 2009.	
 	 	 	
(10.17)	 	Amendment of the 3M 1997 General Employees Stock Purchase Plan approved on February 9, 2010 is incorporated by reference from our Form 10-K for the year ended December 31, 2009.	
 	 	 	
(10.18)	 	3M Board resolution dated February 7, 2012 extending for three additional one-year periods the General Employees’ Stock Purchase Plan, is incorporated by reference from our Form 10-K for the year ended December 31, 2011.	
 	 	 	
(10.19)	 	3M 2012 Amended and Restated General Employees Stock Purchase Plan is incorporated by reference from our Proxy Statement for the 2012 Annual Meeting of Shareholders.	
 	 	 	
(10.20)	 	3M VIP Excess Plan is incorporated by reference from our Form 8-K dated November 14, 2008.	
 	 	 	
(10.21)	 	Amendment of 3M VIP Excess Plan is incorporated by reference from our Form 8-K dated November 24, 2009.	
 	 	 	
(10.22)	 	3M VIP (Voluntary Investment Plan) Plus is incorporated by reference from Registration Statement No. 333-73192 on Form S-8, filed on November 13, 2001.	
 	 	 	
(10.23)	 	Amendment of 3M VIP Plus is incorporated by reference from our Form 8-K dated November 14, 2008.	
 	 	 	
(10.24)	 	3M Deferred Compensation Plan, as amended through February 2008, is incorporated by reference from our Form 8-K dated February 14, 2008.	
 	 	 	
(10.25)	 	Amendment of 3M Deferred Compensation Plan is incorporated by reference from our Form 8-K dated November 14, 2008.	
 	 	 	
(10.26)	 	3M Deferred Compensation Excess Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2009.	
 	 	 	
(10.27)	 	3M Performance Awards Deferred Compensation Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2009.	
 	 	 	
(10.28)	 	3M Executive Annual Incentive Plan is incorporated by reference from our Form 8-K dated May 14, 2007.	
 	 	 	
(10.29)	 	Description of changes to 3M Compensation Plan for Non-Employee Directors is incorporated by reference from our Form 8-K dated August 8, 2005.	
 	 	 	
(10.30)	 	3M Compensation Plan for Non-Employee Directors, as amended, through November 8, 2004, is incorporated by reference from our Form 10-K for the year ended December 31, 2004.	
 	 	 	
(10.31)	 	Amendment of 3M Compensation Plan for Non-Employee Directors is incorporated by reference from our Form 8-K dated November 14, 2008.	
 	 	 	
(10.32)	 	Amendment of 3M Compensation Plan for Non-Employee Directors as of August 12, 2013, is incorporated by reference from our Form 10-Q for the quarter ended September 30, 2013.	
 	 	 	
(10.33)	 	3M Executive Life Insurance Plan, as amended, is incorporated by reference from our Form 10-K for the year ended December 31, 2003.	
 	 	 	
(10.34)	 	Summary of Personal Financial Planning Services for 3M Executives is incorporated by reference from our Form 10-K for the year ended December 31, 2003.	
 	 	 	
(10.35)	 	3M policy on reimbursement of incentive payments is incorporated by reference from our Form 10-K for the year ended December 31, 2006.	
 	 	 	
(10.36)	 	Amended and Restated 3M Nonqualified Pension Plan I is incorporated by reference from our Form 8-K dated December 23, 2008.	
 	 	 	
(10.37)	 	Amended and Restated 3M Nonqualified Pension Plan II is incorporated by reference from our Form 8-K dated December 23, 2008.	
 	 	 	
(10.38)	 	3M Nonqualified Pension Plan III is incorporated by reference from our Form 8-K dated November 14, 2008.	
 	 	 	
(10.39)	 	Policy on Reimbursement of Incentive Compensation (effective May 11, 2010) is incorporated by reference from our Form 10-Q dated August 4, 2010.	
 	 	 	
(10.40)	 	Amended and restated five-year credit agreement as of August 5, 2014, is incorporated by reference from our Form 8-K dated August 8, 2014.	
 	 	 	
(10.41)	 	Registration Rights Agreement as of August 4, 2009, between 3M Company and State Street Bank and Trust Company as Independent Fiduciary of the 3M Employee Retirement Income Plan, is incorporated by reference from our Form 8-K dated August 5, 2009.	
 
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Filed herewith, in addition to items, if any, specifically identified above:

(12)	 	Calculation of ratio of earnings to fixed charges.	
 	 	 	
(15)	 	A letter from the Company’s independent registered public accounting firm regarding unaudited interim consolidated financial statements.	
 	 	 	
(31.1)	 	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.	
 	 	 	
(31.2)	 	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.	
 	 	 	
(32.1)	 	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.	
 	 	 	
(32.2)	 	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.	
 	 	 	
(95)	 	Mine Safety Disclosures.	
 	 	 	
(101)	 	The following financial information from 3M Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014, filed with the SEC on October 30, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statement of Income for the three-month and nine-month periods ended September 30, 2014 and 2013, (ii) the Consolidated Statement of Comprehensive Income for the three-month and nine-month periods ended September 30, 2014 and 2013 (iii) the Consolidated Balance Sheet at September 30, 2014 and December 31, 2013, (iv) the Consolidated Statement of Cash Flows for the nine-month periods ended September 30, 2014 and 2013, and (v) Notes to Consolidated Financial Statements.	
 
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SIGNATURES 
 
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
(Registrant)
 
Date: October 30, 2014

By 	/s/ Nicholas C. Gangestad	 	
Nicholas C. Gangestad,
Senior Vice President and Chief Financial Officer
(Mr. Gangestad is the Principal Financial Officer and has
been duly authorized to sign on behalf of the Registrant.)
 
80 

 
EXHIBIT 12
 
3M COMPANY AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Millions)

 	 	Nine months
ended	 	 	 	 	 	 	 	 	 	 	 	
 	 	September 30,	 	Year	 	Year	 	Year	 	Year	 	Year	 	
 	 	2014	 	2013	 	2012	 	2011	 	2010	 	2009	 	
EARNINGS	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes*	 	$	5,388	 	$	6,562	 	$	6,351	 	$	6,031	 	$	5,755	 	$	4,632	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add:	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense
(including amortization of capitalized interest)	 	127	 	166	 	191	 	206	 	220	 	236	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest component of the ESOP benefit expense	 	—	 	—	 	—	 	—	 	—	 	1	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Portion of rent under operating leases representative of the interest component	 	78	 	103	 	92	 	85	 	81	 	76	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity in undistributed income of 20-50% owned companies	 	(2	)	(1	)	3	 	4	 	4	 	4	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
TOTAL EARNINGS AVAILABLE FOR FIXED CHARGES	 	$	5,595	 	$	6,832	 	$	6,631	 	$	6,318	 	$	6,052	 	$	4,941	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
FIXED CHARGES	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest on debt (including capitalized interest)	 	124	 	166	 	194	 	206	 	218	 	246	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest component of the ESOP benefit expense	 	—	 	—	 	—	 	—	 	—	 	1	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Portion of rent under operating leases representative of the interest component	 	78	 	103	 	92	 	85	 	81	 	76	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
TOTAL FIXED CHARGES	 	$	202	 	$	269	 	$	286	 	$	291	 	$	299	 	$	323	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
RATIO OF EARNINGS TO FIXED CHARGES	 	27.7	 	25.4	 	23.2	 	21.7	 	20.2	 	15.3	 	

*2009 results included net pre-tax charges of $194 million related to restructuring actions partially offset by a gain on sale of real estate.
 
1 

 
EXHIBIT 15
 
October 30, 2014
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
Commissioners:
 
We are aware that our report dated October 30, 2014 on our review of interim financial information of 3M Company and its subsidiaries for the three and nine month periods ended September 30, 2014 and 2013 and included in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2014 is incorporated by reference in its Registration Statement on Form S-8 (Registration Nos. 333-30689, 333-30691, 333-44760, 333-73192, 333-101727, 333-101751, 333-109282, 333-128251, 333-130150, 333-151039, 333-156626, 333-156627, 333-166908, 333-174562, 333-181269, and 333-181270) and Form S-3 (Registration Nos. 333-196003, 33-48089, 333-42660, and 333-109211).
 
Very truly yours,

/s/ PricewaterhouseCoopers LLP
 
PricewaterhouseCoopers LLP
 
1 

 
EXHIBIT 31.1
 
SARBANES-OXLEY SECTION 302 CERTIFICATION
 
I, Inge G. Thulin, certify that:
 
1.               I have reviewed this quarterly report on Form 10-Q of 3M Company;
 
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.               The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
 
(a)                Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)                Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)                 Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)                Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
5.               The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
 
(a)                All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
(b)                Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Inge G. Thulin	 	 	 	
 
Inge G. Thulin
Chief Executive Officer
 
October 30, 2014
 
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EXHIBIT 31.2
 
SARBANES-OXLEY SECTION 302 CERTIFICATION
 
I, Nicholas C. Gangestad, certify that:
 
1.               I have reviewed this quarterly report on Form 10-Q of 3M Company;
 
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
 
4.               The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
 
(a)                Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)                Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)                 Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)                Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
 
5.               The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
 
(a)                All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
 
(b)                Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

/s/ Nicholas C. Gangestad	 	 	 	
 
Nicholas C. Gangestad
Chief Financial Officer
 
October 30, 2014
 
1 

 
EXHIBIT 32.1
 
SARBANES-OXLEY SECTION 906 CERTIFICATION
 
In connection with the Quarterly Report of 3M Company (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Inge G. Thulin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
1.               The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Inge G. Thulin	 	 	 	
 
Inge G. Thulin
Chief Executive Officer
 
October 30, 2014
 
1 

 
EXHIBIT 32.2
 
SARBANES-OXLEY SECTION 906 CERTIFICATION
 
In connection with the Quarterly Report of 3M Company (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicholas C. Gangestad, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
 
1.               The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.               The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Nicholas C. Gangestad	 	 	 	
 
Nicholas C. Gangestad
Chief Financial Officer
 
October 30, 2014
 
1 

 
EXHIBIT 95
 
MINE SAFETY DISCLOSURES
 
For the third quarter of 2014, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Act, in connection with the Pittsboro, North Carolina mine, the Little Rock, Arkansas mine, the Corona, California mine, and the Wausau, Wisconsin mine (including Greystone Plant):

Mine or Operating Name/MSHA
Identification Number	 	Section 104 S&S Citations (#)	 	Section 104(b) Orders (#)	 	Section 104(d) Citations and Orders (#)	 	Section 110(b)(2) Violations (#)	 	Section 107(a) Orders (#)	 	Total Dollar Value of MSHA Assessments Proposed ($)	 	Total Number of Mining Related Fatalities (#)	 	Received Notice of Pattern of Violations Under Section 104(e) (yes/no)	 	Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)	 	Legal Actions Pending as of Last Day of Period (#)	 	Aggregate Legal Actions Initiated During Period (#)	 	Aggregate Legal Actions Resolved During Period (#)	 	
3M Pittsboro ID: 3102153	 	—	 	—	 	—	 	—	 	—	 	$	0	 	—	 	No	 	No	 	—	 	 	 	 	 	
3M Little Rock Industrial Mineral Prod ID: 0300426	 	—	 	—	 	—	 	—	 	—	 	$	790	 	—	 	No	 	No	 	—	 	 	 	 	 	
3M Corona Plant ID: 0400191	 	—	 	—	 	—	 	—	 	—	 	$	934	 	—	 	No	 	No	 	—	 	 	 	 	 	
Greystone Plant ID: 4700119	 	—	 	—	 	—	 	—	 	—	 	$	0	 	—	 	No	 	No	 	3	*	 	 	 	 	
Wausau Plant ID: 4702918	 	—	 	—	 	—	 	—	 	—	 	$	0	 	—	 	No	 	No	 	—	 	 	 	 	 	
Total	 	—	 	—	 	—	 	—	 	—	 	$	1,724	 	—	 	 	 	 	 	3	*	—	 	—	 	

* These legal actions, pending before the Federal Mine Safety and Health Review Commission as of September 30, 2014, relate to contests filed by the Company of an order issued and two proposed penalties, as referenced in Subpart B (#8744543) and Subpart C (#8744644 and #8744645) of 29 CFR part 2700.
 
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