3m Co Sample Contracts

3m Co – 3M COMPANY 2.750% Notes due 2022 3.250% Notes due 2024 (Reopening) 3.375% Notes due 2029 4.000% Notes due 2048 (Reopening) TERMS AGREEMENT (February 22nd, 2019)
3m Co – Fixed Rate Medium-Term Note (Face of Security) (February 22nd, 2019)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (February 22nd, 2019)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (February 22nd, 2019)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (February 22nd, 2019)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – 3M COMPANY 2016 LONG-TERM INCENTIVE PLAN DEFERRED STOCK UNIT AWARD AGREEMENT (February 7th, 2019)

Pursuant to the 3M Company 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”), 3M Company (the “Company”) granted to the nonemployee member of the Company’s Board of Directors (the “Board”) listed below (“Participant”) the Deferred Stock Units described below (the “DSUs”).  The DSUs are subject to the terms and conditions set forth in this Deferred Stock Unit Award Agreement (this “Agreement”) and the Plan.  The Plan is incorporated into this Deferred Stock Unit Award Agreement by reference.

3m Co – 3M COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS (February 7th, 2019)
3m Co – 3M COMPANY 2016 LONG-TERM INCENTIVE PLAN STOCK ISSUANCE AWARD AGREEMENT (February 7th, 2019)

Pursuant to the 3M Company 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”), 3M Company (the “Company”) granted to the nonemployee member of the Company’s Board of Directors (the “Board”) listed below (“Participant”) the award described below (the “Award”).  The shares of common stock of the Company issued pursuant to this Award (the “Shares”) are subject to the terms and conditions set forth in this Stock Issuance Award Agreement (this “Agreement”) and the Plan.  The Plan is incorporated into this Stock Issuance Award Agreement by reference.

3m Co – 3M Reports Fourth-Quarter 2018 Results (January 29th, 2019)

·                  Q4 2018 earnings included a net charge of $0.04 per share for tax adjustments related to both the Tax Cuts and Jobs Act (TCJA) and the Q1 2018 legal settlement; and a $0.02 per share net benefit from a divestiture gain, net of actions

3m Co – 3M CEO Introduces Priorities for the Future, Sets Five-Year Financial Targets 3M also releases full-year guidance for 2019 (November 15th, 2018)

These priorities are a key component of the 3M value model, and Roman will detail how that unique model will drive performance today and into the future. He will discuss 3M’s plans to continue actively managing its portfolio to maximize value, and how the company’s transformation initiative will enable greater productivity and continued margin expansion. The company will also emphasize how 3M science and technologies are being applied to high-growth areas such as automotive electrification, advanced wound care, connected safety, biopharma filtration, and data centers.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (September 14th, 2018)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – 3M COMPANY 3.000% Notes due 2021 Floating Rate Notes due 2024 3.250% Notes due 2024 3.625% Notes due 2028 4.000% Notes due 2048 TERMS AGREEMENT (September 14th, 2018)
3m Co – Floating Rate Medium-Term Note (FACE OF SECURITY) (September 14th, 2018)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (September 14th, 2018)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (September 14th, 2018)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (September 14th, 2018)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – POLICY ON REIMBURSEMENT OF INCENTIVE COMPENSATION (July 26th, 2018)

WHEREAS, the Board of Directors of the Company (the “Board”) previously adopted a policy enabling the Company to require reimbursement or forfeiture of incentive compensation paid or provided to the Company’s senior executives in certain circumstances; and

3m Co – 3M COMPANY ANNUAL REPORT ON FORM 10-K UPDATED BY THIS CURRENT REPORT ON FORM 8-K For the Year Ended December 31, 2017 (May 8th, 2018)

Pursuant to Part IV, Item 16, a summary of this Current Report on Form 8-K content follows, including hyperlinked cross-references (in the EDGAR filing). This allows users to easily locate the corresponding items in this Current Report, where the disclosure is fully presented. The summary does not include certain Part III information that is incorporated by reference from the proxy statement.

3m Co – 3M COMPANY 2016 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT (February 8th, 2018)

Pursuant to the 3M Company 2016 Long-Term Incentive Plan (as amended from time to time, the “Plan”), 3M Company (the “Company”) granted to the participant listed below (“Participant”) the performance shares described below (the “Performance Shares”).  The Performance Shares are subject to the terms and conditions set forth in this Performance Share Award Agreement, the vesting provisions set forth in Appendix A hereto (the “Vesting Appendix”), any special terms and conditions for Participant’s country set forth in Appendix B hereto (the “Global Appendix”) and the Plan.  This Performance Share Award Agreement, the Vesting Appendix and the Global Appendix are referred to, collectively, as this “Agreement.”  The Plan, the Vesting Appendix and the Global Appendix are incorporated into this Performance Share Award Agreement by reference.

3m Co – AMENDED AND RESTATED 3M EXECUTIVE LIFE INSURANCE PLAN (February 8th, 2018)
3m Co – 3M Reports Fourth-Quarter 2017 Results; Raises 2018 Earnings Outlook Board Approves 16 Percent Increase in First-Quarter 2018 Dividend (January 25th, 2018)

Fourth-quarter GAAP earnings were $0.85 per share, a decrease of 55 percent versus the fourth quarter of 2016. The Tax Cuts and Jobs Act (TCJA), signed into law in the fourth quarter, resulted in a net tax expense in the quarter of $762 million, or $1.25 per share. Excluding this expense, earnings were $2.10 per share, an increase of 11.7 percent year-on-year, as referenced in the “Supplemental Financial Information Non-GAAP Measures” section.

3m Co – CERTIFICATE OF INCORPORATION OF 3M COMPANY (Original Certificate Filed on June 25, 1929) (December 7th, 2017)

SECOND: The address of its registered office in the State of Delaware is 251 Little Falls Drive, in the city of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3m Co – 3M Delivers Record Third-Quarter Sales and Earnings per Share; Company Increases Full-Year 2017 Outlook (October 24th, 2017)

Third quarter operating income was $2.0 billion and operating income margin was 25.0 percent, up 0.3 percentage points year-on-year. This result includes $48 million of incremental investments in accelerated growth programs, productivity and portfolio actions. Third-quarter net income was $1.4 billion, up 7.5 percent.

3m Co – 3M Company Announces Pricing of Its Cash Tender Offers (October 6th, 2017)

Holders (as defined below) of each series of notes who validly tendered and did not validly withdraw in the offers (each series, a “series of notes,” and such notes, collectively, the “notes”) at or prior to 5 p.m., New York City time, on Oct. 4, 2017 (the “early tender deadline”), as reported by the tender agent and information agent, and whose notes were accepted for purchase by 3M, are eligible to receive the total consideration set forth in the column “total consideration” in the table below. Holders of notes who validly tender and do not validly withdraw in the offers after the early tender deadline and at or prior to the expiration date (as defined below), as reported by the tender agent and information agent, and whose notes are accepted for purchase by 3M, will be eligible to receive the tender consideration set forth in the column “tender consideration” in the table below.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (October 2nd, 2017)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (October 2nd, 2017)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – Fixed Rate Medium-Term Note (Face of Security) (October 2nd, 2017)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

3m Co – TERMS AGREEMENT (October 2nd, 2017)
3m Co – 3M Delivers Second-Quarter Sales of $7.8 Billion and Earnings of $2.58 per Share; Company Updates its 2017 Outlook (July 25th, 2017)

·                  Sales of $7.8 billion, up 1.9 percent; organic local-currency growth of 3.5 percent with positive growth across all five business groups

3m Co – 3M COMPANY ANNUAL REPORT ON FORM 10-K UPDATED BY THIS CURRENT REPORT ON FORM 8-K For the Year Ended December 31, 2016 (May 4th, 2017)

Pursuant to Part IV, Item 16, a summary of this Current Report on Form 8-K follows, including hyperlinked cross-references (in the EDGAR filing). This allows users to easily locate the corresponding items in this Current Report, where the disclosure is fully presented. The summary does not include certain Part III information that is incorporated by reference from the proxy statement.

3m Co – 3M Delivers First-Quarter Sales of $7.7 Billion and Earnings of $2.16 per Share; Company Raises Its Full-Year 2017 Outlook (April 25th, 2017)

·                  GAAP operating income margins of 23.1 percent, down 100 basis points; includes $136 million, or 180 basis point impact from strategic investments

3m Co – Contract (March 9th, 2017)

This Current Report on Form 8-K includes supplemental unaudited historical business segment net sales and operating income information that reflects the product line realignment that involved two it its business segments and the realignment of its dual credit reporting process (provided on an annual and quarterly basis for the years ended December 31, 2016, 2015 and 2014). The Company did not operate under this structure for any of these prior periods and will begin to report comparative results under the new structure with the filing of its Quarterly Report on Form 10-Q for the quarter ending March 31, 2017.

3m Co – 3M VIP Plus Plan (February 9th, 2017)

The provisions of the Plan were originally effective as of January 1, 2002.  The Plan was amended effective January 1, 2009.  The purposes of the amendment were to (a) bring the plan document into compliance with the requirements of section 409A of the Code, including the regulations issued thereunder, and (b) close the Plan to new contributions effective upon the receipt of all contributions made pursuant to elections with respect to the 2008 Plan Year.  From October 3, 2004 (the date section 409A was added to the Code) through December 31, 2008, the Plan was operated in good faith compliance with the requirements of section 409A including the special transition rules issued by the Internal Revenue Service and the U.S. Department of Treasury in connection with the implementation of section 409A.  For avoidance of doubt, the amendment was intended to apply both to deferred compensation subject to section 409A of the Code (i.e., deferred compensation credited under the Plan which relate

3m Co – 3M NONQUALIFIED PENSION PLAN II (February 9th, 2017)

Purpose:  The purpose of this 3M Nonqualified Pension Plan II (hereinafter the “Nonqualified Plan II”) is to provide retirement benefits to a select group of participants and their beneficiaries in the 3M Employee Retirement Income Plan (hereinafter the “ERIP”) which such ERIP is unable to provide solely because of the limitations imposed by section 401(a)(17) of the Code and section 402(g) of the Code.  This Nonqualified Plan II is not intended to duplicate the retirement benefits provided under the 3M Nonqualified Pension Plan I.

3m Co – 3M VIP Excess Plan (February 9th, 2017)

The purpose of this Plan is to attract and incent eligible highly compensated employees to remain with 3M by offering them the opportunity to earn additional retirement benefits by deferring the receipt of a portion of their compensation on a tax‑favored basis, with the belief that such opportunity will permit these employees to increase their long‑term financial security.  The Plan does this by supplementing the before‑tax deferral provisions of the 3M Voluntary Investment Plan and Employee Stock Ownership Plan (VIP), which are limited by the requirements of the Internal Revenue Code.