Bond 3M 3.7% ( US88579YBP51 ) in USD

71.9236 % ▼

United States

US88579YBP51 ( in USD )

3.7% per year ( payment 2 times a year)

14/04/2050

Prospectus brochure of the bond 3M US88579YBP51 en USD 3.7%, maturity 14/04/2050

88579YBP5

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/04/2025 ( In 69 days )

3M is a diversified technology company operating in various sectors including abrasives, adhesives, healthcare, and electronics, known for its innovative products and strong brand recognition.

3M's US$88579YBP51 bond, a USD-denominated 3.7% coupon bond maturing April 14, 2050, is currently trading at 74.451%, rated BBB+ by S&P and A3 by Moody's, with a semi-annual coupon payment frequency.

424B5 1 a2241151z424b5.htm FORM 424(B)(5)
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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-236344
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be
Amount to be
Proposed Maximum Aggregate Offering
Proposed Maximum Aggregate
Amount of Registration
Registered

Registered

Price Per Note

Offering Price

Fee(1)

2.650% Notes due 2025

$500,000,000
99.919%

$499,595,000

$64,847.44

3.050% Notes due 2030

$600,000,000
99.681%

$598,086,000

$77,631.57

3.700% Notes due 2050

$650,000,000
99.656%

$647,764,000

$84,079.77

(1)
Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated February 10, 2020)
$1,750,000,000
3M Company
$500,000,000 2.650% Notes due 2025
$600,000,000 3.050% Notes due 2030
$650,000,000 3.700% Notes due 2050
We are offering $500,000,000 aggregate principal amount of 2.650% Notes due 2025 (the "2025 notes"), $600,000,000 aggregate principal amount
of 3.050% Notes due 2030 (the "2030 notes"), $650,000,000 aggregate principal amount of 3.700% Notes due 2050 (the "2050 notes" and, together
with the 2025 notes and the 2030 notes, the "notes"). We will pay interest on the notes on April 15 and October 15 of each year, beginning on
October 15, 2020. The 2025 notes will mature on April 15, 2025, the 2030 notes will mature on April 15, 2030 and the 2050 notes will mature on
April 15, 2050.
We may redeem some or all of the notes at any time, and from time to time, at the applicable redemption prices described in this prospectus
supplement. See "Description of the Notes--Optional Redemption." The notes will be our unsecured and unsubordinated obligations and will rank
equally with our existing and future unsecured and unsubordinated indebtedness.
Investing in the notes involves risks. See "Risk Factors" on page S-4 of this prospectus supplement as well as the
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated
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by reference into this prospectus supplement.

Per 2025
Per 2030
Per 2050

Note

Note

Note

Total

Public offering price(1)

99.919%

99.681%

99.656%

$1,745,445,000

Underwriting discount

0.250%

0.400%

0.750%

$8,525,000

Proceeds, before expenses, to us(1)

99.669%

99.281%

98.906%

$1,736,920,000

(1)
Plus accrued interest, if any, from March 27, 2020, if settlement occurs after that date.
Neither the Securities and Exchange Commission ("SEC") nor any other regulatory body has approved or disapproved of these securities
or passed upon the accuracy and adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the accounts of
its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking, S.A., on or about March 27, 2020.
Joint Book-Running Managers
Citigroup

BofA Securities

J.P. Morgan
The date of this prospectus supplement is March 25, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
SUMMARY

S-1
RISK FACTORS

S-4
USE OF PROCEEDS

S-5
DESCRIPTION OF THE NOTES

S-6
CERTAIN MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

S-12
UNDERWRITING

S-17
LEGAL MATTERS

S-22
EXPERTS

S-22
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE

S-22
Prospectus

ABOUT THIS PROSPECTUS
3
WHERE YOU CAN FIND ADDITIONAL INFORMATION

3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

3
THE COMPANY

3
RISK FACTORS

4
USE OF PROCEEDS

4
DESCRIPTION OF THE SECURITIES WE MAY OFFER

4
DEBT SECURITIES

4
CAPITAL STOCK

17
PLAN OF DISTRIBUTION

19
LEGAL MATTERS

19
EXPERTS

19
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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second
part is the prospectus, which describes more general information, some of which may not apply to this offering. You should read this prospectus
supplement, any related free writing prospectus that we provide to you and the accompanying prospectus, together with the additional information
described under the heading "Where You Can Find More Information and Incorporation By Reference" elsewhere in this prospectus supplement. These
documents contain information you should consider and rely on when making your investment decision. We have not, and the underwriters have not,
authorized anyone else to provide you with different or additional information. If anyone provides you with different or inconsistent information, you
should not rely on it.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy any securities
other than the notes. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy
such notes in any circumstances or in any jurisdiction in which such offer or solicitation is unlawful.
Information in this prospectus supplement, any related free writing prospectus that we provide to you and the accompanying prospectus may
change after the date on the front of the applicable document. You should not interpret the delivery of this prospectus supplement or the accompanying
prospectus or the sale of the notes as an indication that there has been no change in our affairs since those dates.
None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes of the
Prospectus Regulation (as defined below). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have been
prepared on the basis that any offer of notes in any Member State of the European Economic Area (the "EEA") or in the United Kingdom (each, a
"Relevant State") will only be made to a legal entity which is a qualified investor under the Prospectus Regulation ("Qualified Investors"). Accordingly
any person making or intending to make an offer in that Relevant State of notes which are the subject of the offering contemplated in this prospectus
supplement, the accompanying prospectus and any related free writing prospectus may only do so with respect to Qualified Investors. Neither 3M nor
the underwriters have authorized, nor do they authorize, the making of any offer of notes other than to Qualified Investors. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129.
PROHIBITION OF SALES TO EEA AND UNITED KINGDOM RETAIL INVESTORS --The notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For
these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs
Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been
prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may
be unlawful under the PRIIPs Regulation.
The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other documents or
materials relating to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the United Kingdom's Financial Services and
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Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those
persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion Order")) or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it
may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United
Kingdom, the notes offered hereby are only available to, and any investment or investment activity to which this prospectus supplement, the
accompanying prospectus and any related free writing prospectus relates will be engaged in only with, relevant persons. Any person in the United
Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus or any related free writing
prospectus or any of their contents.
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Table of Contents
SUMMARY
The following summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein or therein. It may not contain all of the information that you should consider before investing in the notes.
For a more complete discussion of the information you should consider before investing in the notes, you should carefully read this entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein.
The Company
3M Company, formerly known as Minnesota Mining and Manufacturing Company, was incorporated in 1929 under the laws of the State of
Delaware to continue operations begun in 1902. 3M's principal executive offices are located at 3M Center, St. Paul, Minnesota 55144 (telephone: 651-
733-1110).
3M is a diversified global manufacturer, technology innovator and marketer of a wide variety of products and services with a global presence in the
following businesses: Safety and Industrial; Transportation and Electronics; Health Care; and Consumer. 3M is among the leading manufacturers of
products for many of the markets it serves. Most 3M products involve expertise in product development, manufacturing and marketing, and are subject
to competition from products manufactured and sold by other technologically-oriented companies.
We manage our operations in four operating business segments: Safety and Industrial; Transportation and Electronics; Health Care; and Consumer.
Our four 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.
When we refer to "3M", "our company", "we", "our" and "us" in this prospectus supplement under the heading "--The Company", we mean 3M
Company and its consolidated subsidiaries unless the context indicates otherwise. When these terms are used elsewhere in this prospectus supplement,
we refer only to 3M Company unless the context indicates otherwise.
Risk Factors
An investment in the notes involves risk. You should carefully consider the information set forth in the section of this prospectus supplement
entitled "Risk Factors" on page S-4 of this prospectus supplement and the "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2019, as well as other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus,
before deciding whether to invest in the notes.
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The Offering
A brief description of the material terms of the offering follows. For a more complete description of the notes offered hereby, see "Description of
the Notes" in this prospectus supplement and "Debt Securities" in the accompanying prospectus.
Issuer
3M Company
Notes Offered
$500,000,000 aggregate principal amount of 2.650% Notes due 2025.

$600,000,000 aggregate principal amount of 3.050% Notes due 2030.
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$650,000,000 aggregate principal amount of 3.700% Notes due 2050.
Interest
The 2025 notes will bear interest at the rate of 2.650% per annum.

The 2030 notes will bear interest at the rate of 3.050% per annum.

The 2050 notes will bear interest at the rate of 3.700% per annum.

Interest on the notes will be paid semi-annually on April 15 and October 15 of each year, commencing on
October 15, 2020, to holders of record at the close of business on the 15th calendar day, whether or not a
business day, prior to the applicable interest payment date.
Maturity
The 2025 notes will mature on April 15, 2025.

The 2030 notes will mature on April 15, 2030.

The 2050 notes will mature on April 15, 2050.
Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other
existing and future unsecured and unsubordinated indebtedness. See "Description of the Notes."
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Optional Redemption
At any time prior to March 15, 2025, in the case of the 2025 notes (one month prior to their maturity),
January 15, 2030, in the case of the 2030 notes (three months prior to their maturity) and October 15, 2049,
in the case of the 2050 notes (six months prior to their maturity) (each such date, an "applicable par call
date"), we will have the option to redeem the applicable series of notes, in whole or from time to time in
part, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be
redeemed and (2) as determined by the quotation agent, the sum of (a) the present value of the payment of
principal on the notes to be redeemed and (b) the present values of the scheduled payments of interest on
such notes to be redeemed that would have been payable from the date of redemption to the applicable par
call date (not including any portion of such payments of interest accrued to the date of redemption), each
discounted to the redemption date on a semi-annual basis assuming a 360-day year consisting of twelve 30-
day months at the treasury rate (as defined herein) plus, in the case of the 2025 notes, 35 basis points, in the
case of the 2030 notes, 35 basis points, or in the case of the 2050 notes, 35 basis points, plus, in each case,
accrued and unpaid interest on the notes to be redeemed to the redemption date. In addition, at any time on
and after the applicable par call date, we will have the option to redeem the notes in whole, but not in part,
at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued
interest thereon to the redemption date. See "Description of the Notes--Optional Redemption."
Use of Proceeds
We intend to use net proceeds of this offering for general corporate purposes. We may invest funds that are
not immediately needed in short-term investments, including marketable securities.
Further Issuances
We may, from time to time, without the consent of or notice to existing holders of the notes, create and
issue further notes having the same terms and conditions as the notes of any series in all respects, except for
the issue date, issue price and, to the extent applicable, the first payment of interest. Additional notes issued
in this manner will be consolidated with and will form a single series of debt securities with the related
previously outstanding notes of the related series.
Risk Factors
An investment in the notes involves risk. You should carefully consider the information set forth in the
section of this prospectus supplement entitled "Risk Factors" on page S-4, as well as other information
included or incorporated by reference in this prospectus supplement and the accompanying prospectus,
before deciding whether to invest in the notes.
Trustee
The Bank of New York Mellon Trust Company, N.A.
Governing Law
The indenture is, and the notes will be, governed by the laws of the State of New York.
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Table of Contents
RISK FACTORS
Your investment in the notes is subject to certain risks. This prospectus supplement does not describe all of the risks of an investment in the notes.
You should consult your own financial and legal advisors about the risks entailed by an investment in the notes and the suitability of your investment in
the notes in light of your particular circumstances. Before investing in the notes, you should consider carefully, among other factors, the matters
described below. In addition, you should review the "Risk Factors" and "Cautionary Note Concerning Factors That May Affect Future Results" sections
of 3M's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 which is incorporated by reference herein. See "Where You Can
Find Additional Information" and "Incorporation of Certain Documents By Reference" in the accompanying prospectus.
Risks Relating to our Business
The Company is subject to risks related to public health crises such as the global pandemic associated with the coronavirus (COVID-19).
3M, as a global company, is impacted by public health crises such as the global pandemic associated with COVID-19. The outbreak has
significantly increased economic and demand uncertainty. In addition, public and private sector policies and initiatives to reduce the transmission of
COVID-19, such as the imposition of travel restrictions and the adoption of remote working, have impacted 3M's operations. In these challenging and
dynamic circumstances, 3M is working to protect its employees and the public, maintain business continuity and sustain its operations, including
ensuring the safety and protection of about 50,000 people who work in our plants and distribution centers across the world, many of whom support the
manufacturing and delivery of products that are critical in response to the global pandemic. COVID-19 may impact 3M's supply chains relative to
global demand for products like respirators, surgical masks and commercial cleaning solutions. COVID-19 may also affect the ability of suppliers and
vendors to provide products and services to 3M. Some of these factors could increase the demand for 3M products, while others could decrease demand
or make it more difficult for 3M to serve customers. Furthermore, COVID-19 has impacted and may further impact the broader economies of affected
countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates,
and interest rates. For example, in recent weeks, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets,
which increases the cost of capital and adversely impacts access to capital. Due to the speed with which the situation is developing and the uncertainty of
its duration and the timing of recovery, 3M is not able at this time to predict the extent to which the COVID-19 pandemic may have a material effect on
its financial or operational results.
Risks Relating to the Notes
There may not be a liquid market for the notes.
The notes are new issues of securities with no established trading markets. We have been informed by the underwriters that they intend to make a
market in the notes of each series after the offering is completed. However, the underwriters are not obligated to do so and may discontinue their market
making activities at any time without notice. We cannot assure the liquidity of the trading markets for the notes or that active public markets for the
notes will develop. If active public trading markets for the notes do not develop, the market prices and liquidity of such notes may be adversely
affected. If the notes of a series are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the
market for similar securities, our operating performance and financial condition, general economic conditions and other factors. Moreover, the
condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an
adverse effect on the market prices of the notes. As a result, there can be no assurance that active trading markets will develop for the notes. To the
extent active trading markets do not develop, you may not be able to resell your notes at their fair market value or at all.
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USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be approximately $1.734 billion, after deducting the underwriting discount and
estimated offering expenses.
We intend to use net proceeds of this offering for general corporate purposes. We may invest funds that are not immediately needed in short-term
investments, including marketable securities.
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DESCRIPTION OF THE NOTES
We will initially issue $500,000,000 aggregate principal amount of 2.650% Notes due 2025 (the "2025 notes"), $600,000,000 aggregate principal
amount of 3.050% Notes due 2030 (the "2030 notes") and $650,000,000 aggregate principal amount of 3.700% Notes due 2050 (the "2050 notes" and,
together with the 2025 notes, the 2030 notes and the 2050 notes, the "notes"). The notes will each be issued under an indenture, dated as of
November 17, 2000, as amended on July 29, 2011 (the "indenture"), between us and The Bank of New York Mellon Trust Company, N.A., as successor
trustee (the "trustee"). The terms of the notes include those provisions contained in the indenture and those made part of the indenture by reference to
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). We have summarized selected terms and provisions of the indenture and the
Trust Indenture Act below. This summary supplements the description of the debt securities in the accompanying prospectus. The following summary of
specified provisions of the indenture and the notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, the
actual provisions of the indenture, including the definitions contained in the indenture of some of the terms used below, and the notes. If you would like
more information on any of these provisions, you should read the relevant sections of the indenture. Copies of the indenture are available from us upon
request.
General
The 2025 notes will be limited initially to $500,000,000 aggregate principal amount, the 2030 notes will be limited initially to $600,000,000
aggregate principle amount and the 2050 notes will be limited initially to $650,000,000 aggregate principal amount. See "--Further Issuances" below.
The notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all our other unsecured and unsubordinated
indebtedness from time to time outstanding. The indenture does not limit the amount of notes, debentures or other evidence of indebtedness that we
may issue under the indenture or otherwise and provides that debt securities under the indenture may be issued from time to time in one or more series.
The notes of each series will be issued in fully registered form only, in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The notes of each series will be issued in the form of one or more global securities, without coupons, which will be deposited initially
with, or on behalf of, DTC.
Interest
The 2025 notes will mature on April 15, 2025, the 2030 notes will mature on April 15, 2030 and the 2050 notes will mature on April 15, 2050.
Interest on the 2025 notes will accrue at the rate of 2.650% per annum, interest on the 2030 notes will accrue at the rate of 3.050% per annum and
interest on the 2050 notes will accrue at the rate of 3.700% per annum. Interest on the notes will be payable semi annually in arrears on April 15 and
October 15 of each year, commencing on October 15, 2020 (each such date being an "interest payment date"), to the persons in whose names the notes
are registered at the close of business on the 15th calendar day, whether or not a business day, immediately preceding the applicable interest payment
date. Interest on the notes will be computed by us on the basis of a 360 day year of twelve 30 day months.
If any interest payment date, maturity date or earlier date of redemption of the notes falls on a day that is not a business day, the required payment
will be made on the next business day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the
period from and after that interest payment date, that maturity date or that date of redemption, as the case may be.
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Business Day
For purposes of the notes, "business day" means any day, other than a Saturday or Sunday or a day on which Federal or State banking institutions in
the Borough of Manhattan, The City of New York are authorized or required by law, regulation or executive order to close.
Further Issuances
We may, from time to time, without the consent of or notice to existing note holders, create and issue further notes having the same terms and
conditions as the notes of any series in all respects, except for the issue date, the issue price and, to the extent applicable, the first payment of interest.
Additional notes issued in this manner will be consolidated with and will form a single series of debt securities with the related previously outstanding
notes of the related series; provided, however, that the issuance of such additional notes will not be so consolidated for United States federal income tax
purposes unless such issuance constitutes a "qualified reopening" within the meaning of the Internal Revenue Code of 1986, as amended, and the
Treasury regulations promulgated thereunder.
Optional Redemption
Prior to the Applicable Par Call Date (as defined below), the 2025 notes, the 2030 notes and the 2050 notes will be redeemable at any time, in
whole or from time to time in part, at 3M's option at a redemption price equal to the greater of
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(1)
100% of the principal amount of the notes to be redeemed, and
(2)
as determined by the Quotation Agent (as defined below), the sum of (a) the present value of the payment of principal on the notes to be
redeemed and (b) the present values of the scheduled payments of interest on such notes to be redeemed that would have been payable
from the date of redemption to the Applicable Par Call Date (not including any portion of such payments of interest accrued to the date
of redemption), each discounted to the redemption date on a semi-annual basis assuming a 360-day year consisting of twelve 30-day
months at the Treasury Rate (as defined below) plus, in the case of the 2025 notes, 35 basis points, in the case of the 2030 notes, 35 basis
points, or in the case of the 2050 notes, 35 basis points,
plus, in the case of both clauses above, accrued and unpaid interest on the notes to be redeemed to the redemption date.
In addition, at any time on or after the Applicable Par Call Date, each of the 2025 notes, the 2030 notes and the 2050 notes will be redeemable, in
whole, but not in part, at 3M's option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued interest
thereon to the date of redemption.
"Applicable Par Call Date" means (1) with respect to the 2025 notes, March 15, 2025 (one month prior to the maturity of the 2025 notes), (2) with
respect to the 2030 notes, January 15, 2030 (three months prior to the maturity of the 2030 notes) and (3) with respect to the 2050 notes,
October 15, 2049 (six months prior to the maturity of the 2050 notes).
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the notes to be redeemed as if the notes matured on the Applicable Par Call Date that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the
notes to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of at least three Reference Treasury Dealer Quotations
for that redemption date, after excluding the highest and
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lowest of five or more Reference Treasury Dealer Quotations, or (ii) if the trustee obtains fewer than five Reference Dealer Quotations, the average of
all Reference Treasury Dealer Quotations so obtained.
"Quotation Agent" means the Reference Treasury Dealer appointed by 3M.
"Reference Treasury Dealer" means each of (i) Citigroup Global Markets Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC and their
respective successors; however, if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "primary
treasury dealer"), 3M will substitute another primary treasury dealer; and (ii) any other primary treasury dealer(s) selected by 3M.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by 3M, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount)
quoted in writing to the trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding the redemption
date.
"Treasury Rate" means, with respect to any redemption date, the annual rate equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that redemption date.
In the case of a partial redemption of the notes, selection of the notes for redemption will be made pro rata, if commercially practicable in
accordance with the procedures of DTC or the relevant depositary, and if not, then by lot or such other method as required in accordance with the
procedures of DTC or the relevant depositary. The notes will be redeemed in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. Notice of any redemption will be delivered at least 10 days but not more than 60 days before the redemption date to each holder of the notes to
be redeemed. If any notes are to be redeemed in part only, the notice of redemption that relates to such notes will state the portion of such notes to be
redeemed, and new notes in principal amounts of at least $2,000 equal to the unredeemed portion of the notes will be issued in the name of the holder of
the notes upon surrender for cancellation of the original notes. Unless 3M defaults in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the notes or the portions of the notes called for redemption.
Modification of the Indenture
See "Debt Securities--Modification and Waiver" in the accompanying prospectus.
Events of Default, Notice and Waiver
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See "Debt Securities--Events of Default" in the accompanying prospectus.
Discharge, Defeasance and Covenant Defeasance
The defeasance provisions described in the accompanying prospectus under "Debt Securities--Defeasance" will be applicable to the notes.
Governing Law
The indenture is governed by, and construed in accordance with, the laws of the State of New York, and once issued the notes will be as well.
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Book-Entry, Delivery and Form
The notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Notes
will be issued at the closing of this offering only against payment in immediately available funds. The notes initially will be represented by notes in
registered, global form without interest coupons (the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian
for DTC, in New York, New York, and registered in the name of DTC's nominee, Cede & Co., in each case, for credit to an account of a direct or
indirect participant in DTC as described below. Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a
successor of DTC or its nominee.
Beneficial interests in the Global Notes may be held through the Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream")
(as indirect participants in DTC). Beneficial interests in the Global Notes may not be exchanged for notes in certificated form ("Certificated Notes")
except in the limited circumstances described below. See "--Exchange of global notes for certificated notes." Transfers of beneficial interests in the
Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of
Euroclear and Clearstream), which may change from time to time.
Exchange of global notes for certificated notes
We will issue certificated notes to each person that DTC identifies as the beneficial owner of the notes represented by a Global Note upon surrender
by DTC of the Global Note if:
·
DTC notifies us that it is no longer willing or able to act as a depositary for such Global Note or ceases to be a clearing agency registered
under the Exchange Act, and we have not appointed a successor depositary within 90 days of that notice or becoming aware that DTC is
no longer so registered or willing or able to act as a depositary;
·
an event of default has occurred and is continuing, and DTC requests the issuance of Certificated Notes; or
·
we determine not to have the notes represented by a Global Note.
In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be in registered form,
registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary
procedures).
Depositary procedures
The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience.
These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We takes no
responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.
DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry
changes in accounts of its Participants. The Participants include securities brokers and dealers (including the underwriters), banks, trust companies,
clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect
Participants"). Persons who are not Participants may
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beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and
transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.
DTC has also advised us that, pursuant to procedures established by it:
·
upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the underwriters with portions of the
principal amount of the Global Notes; and
·
ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only
through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to
other owners of beneficial interest in the Global Notes).
Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not
Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) that are Participants in such system.
Euroclear and Clearstream will hold interests in the Global Notes on behalf of their participants through customers' securities accounts in their
respective names on the books of their respective depositories, which are Euroclear Bank SA/NV, as operator of the Euroclear System, and Citibank,
N.A., as operator of Clearstream. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the
procedures and requirements of DTC.
Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.
The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability
to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants,
which in turn act on behalf of the Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to
persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests.
Except as described above, owners of beneficial interests in the Global Notes will not have notes registered in their names, will not receive
physical delivery of notes in certificated form and will not be considered the registered owners or "Holders" thereof under the indenture for
any purpose.
Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be
payable to DTC in its capacity as the registered holder of the notes under the indenture. Under the terms of the indenture, 3M and the trustee will treat
the persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and
for all other purposes. Consequently, neither 3M, the trustee nor any of 3M's or the trustee's agents has or will have any responsibility or liability for:
·
any aspect of DTC's records or any Participant's or Indirect Participant's records relating to, or payments made on account of, beneficial
ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect
Participant's records relating to the beneficial ownership interests in the Global Notes; or
·
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
DTC has advised 3M that its current practice, upon receipt of any payment in respect of securities such as the notes, is to credit the accounts of the
relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date.
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Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant
security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed
by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the
responsibility of DTC, the trustee or 3M. Neither 3M nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect
Participants in identifying the beneficial owners of the notes, and 3M and the trustee may conclusively rely on and will be protected in relying on
instructions from DTC or its nominee for all purposes.
Transfers between the Participants will be effected in accordance with DTC's procedures and will be settled in same-day funds, and transfers
between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.
Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be
effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its depositary; however, such cross-
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