Obligation 3M 3.25% ( US88579YBK64 ) en USD

100 % ▲

Etats-unis

US88579YBK64 ( en USD )

3.25% par an ( paiement semestriel )

26/08/2049

Prospectus brochure de l'obligation 3M US88579YBK64 en USD 3.25%, échéance 26/08/2049

88579YBK6

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

26/02/2025 ( Dans 21 jours )

3M est une société multinationale américaine de matériaux de science qui développe et produit plus de 55 000 produits pour divers secteurs, incluant la santé, la sécurité, l'industrie et le transport.

L'Obligation émise par 3M ( Etats-unis ) , en USD, avec le code ISIN US88579YBK64, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/08/2049

L'Obligation émise par 3M ( Etats-unis ) , en USD, avec le code ISIN US88579YBK64, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par 3M ( Etats-unis ) , en USD, avec le code ISIN US88579YBK64, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2239518z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
File No. 333-216219
CALCULATION OF REGISTRATION FEE

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

Registered

Price Per Note

Price

Registration Fee(1)

1.750% Notes due 2023

$500,000,000

99.619%

$498,095,000

$60,369.12

2.000% Notes due 2025

$750,000,000

99.399%

$745,492,500

$90,353.70

2.375% Notes due 2029

$1,000,000,000
98.918%

$989,180,000

$119,888.62

3.250% Notes due 2049

$1,000,000,000
97.690%

$976,900,000

$118,400.28

(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 24, 2017)
$3,250,000,000
3M Company
$500,000,000 1.750% Notes due 2023
$750,000,000 2.000% Notes due 2025
$1,000,000,000 2.375% Notes due 2029
$1,000,000,000 3.250% Notes due 2049
We are offering $500,000,000 aggregate principal amount of 1.750% Notes due 2023 (the "2023 notes"), $750,000,000 aggregate principal amount
of 2.000% Notes due 2025 (the "2025 notes"), $1,000,000,000 aggregate principal amount of 2.375% Notes due 2029 (the "2029 notes") and
$1,000,000,000 aggregate principal amount of 3.250% Notes due 2049 (the "2049 notes" and, together with the 2023 notes, the 2025 notes and the 2029
notes, the "notes"). We will pay interest on the 2023 notes and the 2025 notes on February 14 and August 14 of each year, beginning on February 14,
2020. We will pay interest on the 2029 notes and the 2049 notes on February 26 and August 26 of each year, beginning on February 26, 2020. The 2023
notes will mature on February 14, 2023, the 2025 notes will mature on February 14, 2025, the 2029 notes will mature on August 26, 2029 and the 2049
notes will mature on August 26, 2049.
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." In the event that we do not consummate the Acelity Acquisition (as defined herein)
on or prior to May 1, 2020 or the Stock Purchase Agreement (as defined herein) is terminated at any time prior thereto, we will be required to redeem
all of the outstanding notes of each series on a special mandatory redemption date at a redemption price equal to 101% of the aggregate principal
amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. See "Description of the Notes--
Special Mandatory Redemption."
The notes will be our unsecured and unsubordinated obligations and will rank equally with our existing and future unsecured and unsubordinated
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

indebtedness.
Investing in the notes involves risks. See "Risk Factors" on page S-6.

Per 2023
Per 2025
Per 2029
Per 2049

Note

Note

Note

Note

Total

Public offering price

99.619%
99.399%
98.918%
97.690%
$3,209,667,500

Underwriting discount

0.150%

0.250%

0.400%

0.750%

$14,125,000

Proceeds, before expenses, to us

99.469%
99.149%
98.518%
96.940%
$3,195,542,500

Interest on the notes will accrue from August 26, 2019.
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 August 26, 2019.
Joint Book-Running Managers
Goldman Sachs & Co. LLC BofA Merrill Lynch Morgan Stanley Wells Fargo Securities
Barclays
Citigroup
Credit Suisse
Deutsche Bank Securities
J.P. Morgan

The date of this prospectus supplement is August 19, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii

SUMMARY
S-1

RISK FACTORS
S-6

USE OF PROCEEDS
S-7

DESCRIPTION OF THE NOTES
S-8

CERTAIN MATERIAL U.S. FEDERAL TAX CONSIDERATIONS
S-15

UNDERWRITING
S-20

LEGAL MATTERS
S-26

EXPERTS
S-27

WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
S-28
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

Prospectus

ABOUT THIS PROSPECTUS

3

WHERE YOU CAN FIND ADDITIONAL INFORMATION

3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

3

THE COMPANY

4

RISK FACTORS

4

RATIOS OF EARNINGS TO FIXED CHARGES

4

USE OF PROCEEDS

4

DESCRIPTION OF THE SECURITIES WE MAY OFFER

4

DEBT SECURITIES

5

CAPITAL STOCK
15

PLAN OF DISTRIBUTION
18

LEGAL MATTERS
18

EXPERTS
18
S-i
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 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") 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
Member 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 RETAIL INVESTORS--The notes are not intended to be offered, sold or otherwise made available to
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

and should not be offered, sold or otherwise made available to any retail investor in the EEA. 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 has been prepared and therefore offering or selling the notes or otherwise making them available to
any retail investor in the EEA 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 Markets Act 2000, as amended (the "FSMA").
Accordingly, such documents and/or materials are not
S-ii
Table of Contents
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.
S-iii
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.
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

Acelity Acquisition
In May 2019, we announced that we had entered into a stock purchase agreement (the "Stock Purchase Agreement") with Acelity L.P. Inc., a
Guernsey limited partnership ("Seller"), and Acelity, Inc., a Delaware corporation and a wholly owned subsidiary of Seller ("Acelity"). The Stock
Purchase Agreement provides that, upon the terms and subject to the conditions thereof, we will acquire all of the outstanding shares of the capital stock
of Acelity for aggregate cash consideration of approximately $4.4452 billion, subject to certain adjustments, plus a daily ticking fee from December 31,
2018 until the date the acquisition is completed (the "Acelity Acquisition"). Inclusive of the assumption of debt, the transaction contemplates an
enterprise value of approximately $6.725 billion. The transaction is expected to close in the fourth quarter of 2019, subject to the satisfaction of
customary closing conditions and regulatory approvals.
We expect to finance the purchase price with all of the net proceeds of this offering, together with the proceeds from U.S. commercial paper
issuances and cash on hand.
This offering is not conditioned on the closing of the Acelity Acquisition, and we cannot assure you that the Acelity Acquisition will be completed.
See "Use of Proceeds." However, in the event that we do not consummate the Acelity Acquisition on or prior to May 1, 2020 or the Stock Purchase
Agreement is terminated at any time prior thereto, we will be required to redeem all of the outstanding notes of each series on a special mandatory
redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to,
S-1
Table of Contents
but excluding, the special mandatory redemption date. See "Description of the Notes--Special Mandatory Redemption."
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-6, 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.
S-2
Table of Contents

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 1.750% Notes due 2023.

$750,000,000 aggregate principal amount of 2.000% Notes due 2025.

$1,000,000,000 aggregate principal amount of 2.375% Notes due 2029.

$1,000,000,000 aggregate principal amount of 3.250% Notes due 2049.
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

Interest
The 2023 notes will bear interest at the rate of 1.750% per annum.

The 2025 notes will bear interest at the rate of 2.000% per annum.

The 2029 notes will bear interest at the rate of 2.375% per annum.

The 2049 notes will bear interest at the rate of 3.250% per annum.

Interest on the 2023 notes and the 2025 notes will be paid semi-annually on
February 14 and August 14 of each year, commencing on February 14, 2020,
and interest on the 2029 notes and the 2049 notes will be paid semi-annually
on February 26 and August 26 of each year, commencing on February 26,
2020, in each case, 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 2023 notes will mature on February 14, 2023.

The 2025 notes will mature on February 14, 2025.

The 2029 notes will mature on August 26, 2029.

The 2049 notes will mature on August 26, 2049.

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."
S-3
Table of Contents
Special Mandatory Redemption
In the event that we do not consummate the Acelity Acquisition on or prior to
May 1, 2020 or the Stock Purchase Agreement is terminated at any time prior
thereto, we will be required to redeem all of the outstanding notes of each
series on a special mandatory redemption date at a redemption price equal to
101% of the aggregate principal amount of the notes, plus accrued and unpaid
interest, if any, to, but excluding, the special mandatory redemption date. See
"Description of the Notes--Special Mandatory Redemption."

Optional Redemption
At any time prior to January 14, 2023, in the case of the 2023 notes (one
month prior to their maturity), January 14, 2025, in the case of the 2025 notes
(one month prior to their maturity), May 26, 2029 in the case of the 2029
notes (three months prior to their maturity) and February 26, 2049, in the
case of the 2049 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
2023 notes, 10 basis points, in the case of the 2025 notes, 10 basis points, in
the case of the 2029 notes, 15 basis points, or in the case of the 2049 notes, 20
basis points, plus, in each case, accrued and unpaid interest on the notes to be
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

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 all of the net proceeds of this offering, together with the
proceeds from U.S. commercial paper issuances and cash on hand, to fund
the consideration payable for the Acelity Acquisition. See "Use of Proceeds."

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.
S-4
Table of Contents
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-6, 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 and the notes will be governed by the laws of the State of New
York.
S-5
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, 2018, the "Risk Factors" and "Cautionary Note Concerning Factors That
May Affect Future Results" sections of 3M's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019, all of
which are 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 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
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

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.
In the event that we do not consummate the Acelity Acquisition on or prior to May 1, 2020 or the Stock Purchase Agreement is terminated at any
time prior to such date, we will be required to redeem all of the outstanding notes of each series on a special mandatory redemption date at a
redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the
special mandatory redemption date, and, as a result, holders of the notes may not obtain their expected return on the notes.
We may not be able to consummate the Acelity Acquisition within the time period specified under "Description of the Notes--Special Mandatory
Redemption," or the Stock Purchase Agreement may be terminated prior to such time. Our ability to consummate the Acelity Acquisition is subject to
customary closing conditions and regulatory approvals. If we are not able to consummate the Acelity Acquisition within the time period specified under
"Description of the Notes--Special Mandatory Redemption," we will be required to redeem all of the outstanding notes of each series at a redemption
price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory
redemption date. If we redeem the notes pursuant to the special mandatory redemption provision, holders of the notes may not obtain their expected
return on the notes. Your decision to invest in the notes is made at the time of the offering of the notes. You will have no rights under the special
mandatory redemption provision as long as the Acelity Acquisition closes within the specified timeframe, nor will you have any right to require us to
redeem your notes if, between the closing of the notes offering and the closing of the Acelity Acquisition or after the closing of the Acelity Acquisition,
we experience any changes in our business or financial condition or if the terms of the Acelity Acquisition change.
S-6
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be approximately $3.191 billion, after deducting the underwriting discount and
estimated offering expenses.
We intend to use all of the net proceeds of this offering, together with the proceeds from U.S. commercial paper issuances and cash on hand, to
fund the consideration payable for the Acelity Acquisition. See "Summary--Acelity Acquisition."
This offering is not conditioned upon the completion of the Acelity Acquisition but, in the event that the Acelity Acquisition is not consummated on
or before May 1, 2020 or the Stock Purchase Agreement is terminated any time prior thereto, we will be required to redeem all of the outstanding notes
of each series on a special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued
and unpaid interest, if any, to, but excluding, the special mandatory redemption date. See "Description of the Notes--Special Mandatory Redemption."
There can be no assurance that the proposed acquisition will be consummated.
We may temporarily invest the net proceeds in short term, liquid investments until they are used for their stated purpose.
S-7
Table of Contents
DESCRIPTION OF THE NOTES
We will initially issue $500,000,000 aggregate principal amount of 1.750% Notes due 2023 (the "2023 notes"), $750,000,000 aggregate principal
amount of 2.000% Notes due 2025 (the "2025 notes"), $1,000,000,000 aggregate principal amount of 2.375% Notes due 2029 (the "2029 notes") and
$1,000,000,000 aggregate principal amount of 3.250% Notes due 2049 (the "2049 notes" and, together with the 2023 notes, the 2025 notes and the 2029
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
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

The 2023 notes will be limited initially to $500,000,000 aggregate principal amount, the 2025 notes will be limited initially to $750,000,000, the
2029 notes will be limited initially to $1,000,000,000 and the 2049 notes will be limited initially to $1,000,000,000 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 2023 notes will mature on February 14, 2023, the 2025 notes will mature on February 14, 2025, the 2029 notes will mature on August 26, 2029
and the 2049 notes will mature on August 26, 2049. Interest on the 2023 notes will accrue at the rate of 1.750% per annum, interest on the 2025 notes
will accrue at the rate of 2.000% per annum, interest on the 2029 notes will accrue at the rate of 2.375% per annum and interest on the 2049 notes will
accrue at the rate of 3.250% per annum. Interest on the notes will be payable semi-annually in arrears 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 2023 notes and the 2025 notes will be paid on February 14 and August 14 of each year, commencing on February 14, 2020 and interest on
the 2029 notes and the 2049 notes will be paid on February 26 and August 26 of each year, commencing on February 26, 2020 (each such date being an
"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
S-8
Table of Contents
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.
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 2023 notes, the 2025 notes, the 2029 notes and the 2049 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
(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 2023 notes, 10 basis points, in the case of the 2025 notes, 10 basis
points, in the case of the 2029 notes, 15 basis points, or in the case of the 2049 notes, 20 basis points,
plus, in the case of both clauses above, accrued and unpaid interest on the notes to be redeemed to the redemption date.
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

In addition, at any time on or after the Applicable Par Call Date, each of the 2023 notes, the 2025 notes, the 2029 notes and the 2049 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 2023 notes, January 14, 2023 (one month prior to the maturity of the 2023 notes),
(2) with respect to the 2025 notes, January 14, 2025 (one month prior to the maturity of the 2025 notes), (3) with respect to the 2029 notes, May 26,
2029 (three months prior to the maturity of the 2029 notes) and (4) with respect to the 2049 notes, February 26, 2049 (six months prior to the maturity
of the 2049 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
S-9
Table of Contents
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 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) Goldman Sachs & Co. LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo
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. 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.
Special Mandatory Redemption
In the event that we do not consummate the Acelity Acquisition on or prior to May 1, 2020 or the Stock Purchase Agreement is terminated any time
prior thereto, we will be required to redeem all of the outstanding notes of each series on a special mandatory redemption date at a redemption price
equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory
redemption date. The "special mandatory redemption date" means the earlier to occur of (1) May 31, 2020, if the Acelity Acquisition has not been
consummated on or prior to May 1, 2020, or (2) the 30th day (or if such day is not a business day, the first business day thereafter) following the
termination of the Stock Purchase Agreement for any reason. Notwithstanding the foregoing, installments of interest on the notes that are due and
payable on an interest payment date falling on or prior to the special mandatory redemption date will be payable on
S-10
Table of Contents
https://www.sec.gov/Archives/edgar/data/66740/000104746919004810/a2239518z424b5.htm[8/21/2019 9:02:25 AM]

Document Outline

#1">
- #1">