Filed Pursuant to Rule 433
Dated September 11, 2018
Registration Statement No. 333-216219

 

3M Company
Medium-Term Notes, Series F
$400,000,000 3.000% Notes due 2021

$300,000,000 Floating Rate Notes due 2024

$300,000,000 3.250% Notes due 2024

$600,000,000 3.625% Notes due 2028
$650,000,000 4.000% Notes due 2048

 

Summary of Terms

 

3.000% Notes due 2021

 

 

 

 

 

Issuer:

 

3M Company

 

 

 

Expected Ratings*:

 

A1 (Stable) / AA- (Stable) (Moody’s / S&P)

 

 

 

Security Description:

 

SEC-Registered 3-year Fixed Rate Notes

 

 

 

Principal Amount:

 

$400,000,000

 

 

 

Trade Date:

 

September 11, 2018

 

 

 

Settlement Date:

 

September 14, 2018 (T+3); See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Maturity Date:

 

September 14, 2021

 

 

 

Coupon:

 

3.000% per annum

 

 

 

Interest Payment Dates:

 

Payable semi-annually on the 14th day of March and September, beginning March 14, 2019

 

 

 

Regular Record Date:

 

The 15th calendar day immediately preceding the applicable Interest Payment Date

 

 

 

Day Count Convention:

 

30/360

 

 

 

Benchmark Treasury:

 

2.750% due August 15, 2021

 

 

 

Benchmark Treasury Price & Yield:

 

99-25+; 2.822%

 

 

 

Re-offer Spread to Benchmark:

 

T + 25 bps

 

 

 

Re-offer Yield:

 

3.072%

 

 

 

Price to Public:

 

99.795%

 

 

 

Gross Proceeds:

 

$399,180,000

 

 

 

CUSIP / ISIN:

 

88579Y BA8 / US88579YBA82

 

 

 

Minimum Denominations:

 

$2,000 by $1,000

 


 

Redemption:

 

Yes, Optional Make-Whole Redemption and Redemption at Par Prior to Maturity as provided in “—Optional Make-Whole Redemption and Redemption at Par Prior to Maturity” below.

 

 

 

Joint Book-Running Managers:

 

Citigroup Global Markets Inc.

 

 

Deutsche Bank Securities Inc.

 

 

Goldman Sachs & Co. LLC

 

 

Credit Suisse Securities (USA) LLC

 

 

 

Co-Managers:

 

Blaylock Van, LLC

 

 

Drexel Hamilton, LLC

 

 

Guzman & Company

 

 

Mischler Financial Group, Inc.

 

 

 

Supplemental Information Concerning Plan of Distribution:

 

See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Supplemental Risk Factors:

 

See “—Supplemental Risk Factors with Respect to the Fixed Rate Notes” below.

 

 

* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating.  The rating is subject to revision or withdrawal at any time.

 


 

Floating Rate Notes due 2024

 

 

 

 

 

Issuer:

 

3M Company

 

 

 

Expected Ratings*:

 

A1 (Stable) / AA- (Stable) (Moody’s / S&P)

 

 

 

Security Description:

 

SEC-Registered 5-year Floating Rate Notes

 

 

 

Principal Amount:

 

$300,000,000

 

 

 

Trade Date:

 

September 11, 2018

 

 

 

Settlement Date (Original Issue Date):

 

September 14, 2018 (T+3); See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Maturity Date:

 

February 14, 2024

 

 

 

Interest Rate:

 

LIBOR plus the Spread

 

 

 

Base Rate:

 

LIBOR; See “—Supplemental Information Concerning LIBOR” below.

 

 

 

Designated LIBOR Page:

 

The Bloomberg Screen BBAL display page, or any successor page, on Bloomberg or any successor service (or any such other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or its successor no longer does so).

 

 

 

Index Currency:

 

U.S. Dollars

 

 

 

Spread:

 

+30 bps (0.300%)

 

 

 

Index Maturity:

 

3 months

 

 

 

Initial Interest Rate:

 

LIBOR as of two (2) London Business Days prior to the Original Issue Date plus the Spread

 

 

 

Interest Reset Periods and Dates:

 

Quarterly on the 14th of February, May, August and November of each year prior to the Maturity Date

 

 

 

Interest Determination Dates:

 

Quarterly, two (2) London Business Days prior to each Interest Reset Date

 

 

 

Interest Payment Dates:

 

Payable quarterly on the 14th day of February, May, August and November, beginning November 14, 2018

 

 

 

Minimum Interest Rate:

 

0.000% per annum

 

 

 

Regular Record Date:

 

The 15th calendar day immediately preceding the applicable Interest Payment Date

 

 

 

Day Count Convention:

 

Actual/360

 


 

Price to Public:

 

100.000%

 

 

 

Gross Proceeds:

 

$300,000,000

 

 

 

CUSIP / ISIN:

 

88579Y BE0 / US88579YBE05

 

 

 

Minimum Denominations:

 

$2,000 by $1,000

 

 

 

Calculation Agent:

 

The Bank of New York Mellon Trust Company, N.A.

 

 

 

Joint Book-Running Managers:

 

Citigroup Global Markets Inc.

 

 

Deutsche Bank Securities Inc.

 

 

Goldman Sachs & Co. LLC

 

 

Credit Suisse Securities (USA) LLC

 

 

 

Co-Managers:

 

Blaylock Van, LLC

 

 

Drexel Hamilton, LLC

 

 

Guzman & Company

 

 

Mischler Financial Group, Inc.

 

 

 

Supplemental Information Concerning Plan of Distribution:

 

See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Supplemental Information Concerning LIBOR:

 

The discussion of the LIBOR determination set forth in the prospectus supplement under the caption “Description of Notes We May Offer—Interest Rates—LIBOR Notes” is amended and restated in its entirety as set forth under “—Supplemental Information Concerning LIBOR” below.

 

 

 

Supplemental Risk Factors:

 

See “—Supplemental Risk Factors with Respect to the Floating Rate Notes” below.

 

* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating.  The rating is subject to revision or withdrawal at any time.

 


 

3.250% Notes due 2024

 

 

 

 

 

Issuer:

 

3M Company

 

 

 

Expected Ratings*:

 

A1 (Stable) / AA- (Stable) (Moody’s / S&P)

 

 

 

Security Description:

 

SEC-Registered 5-year Fixed Rate Notes

 

 

 

Principal Amount:

 

$300,000,000

 

 

 

Trade Date:

 

September 11, 2018

 

 

 

Settlement Date:

 

September 14, 2018 (T+3); See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Maturity Date:

 

February 14, 2024

 

 

 

Coupon:

 

3.250% per annum

 

 

 

Interest Payment Dates:

 

Payable semi-annually on the 14th day of February and August, beginning February 14, 2019

 

 

 

Regular Record Date:

 

The 15th calendar day immediately preceding the applicable Interest Payment Date

 

 

 

Day Count Convention:

 

30/360

 

 

 

Benchmark Treasury:

 

2.750% due August 31, 2023

 

 

 

Benchmark Treasury Price & Yield:

 

99-14 1/4; 2.870%

 

 

 

Re-offer Spread to Benchmark:

 

T + 43 bps

 

 

 

Re-offer Yield:

 

3.300%

 

 

 

Price to Public:

 

99.756%

 

 

 

Gross Proceeds:

 

$299,268,000

 

 

 

CUSIP / ISIN:

 

88579Y BB6 / US88579YBB65

 

 

 

Minimum Denominations:

 

$2,000 by $1,000

 

 

 

Redemption:

 

Yes, Optional Make-Whole Redemption and Redemption at Par Prior to Maturity as provided in “—Optional Make-Whole Redemption and Redemption at Par Prior to Maturity” below.

 

 

 

Joint Book-Running Managers:

 

Citigroup Global Markets Inc.

 

 

Deutsche Bank Securities Inc.

 

 

Goldman Sachs & Co. LLC

 

 

Credit Suisse Securities (USA) LLC

 

 

 

Co-Managers:

 

Blaylock Van, LLC

 

 

Drexel Hamilton, LLC

 

 

Guzman & Company

 


 

 

 

Mischler Financial Group, Inc.

 

 

 

Supplemental Information Concerning Plan of Distribution:

 

See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Supplemental Risk Factors:

 

See “—Supplemental Risk Factors with Respect to the Fixed Rate Notes” below.

 

 

* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating.  The rating is subject to revision or withdrawal at any time.

 


 

3.625% Notes due 2028

 

 

 

 

 

Issuer:

 

3M Company

 

 

 

Expected Ratings*:

 

A1 (Stable) / AA- (Stable) (Moody’s / S&P)

 

 

 

Security Description:

 

SEC-Registered 10-year Fixed Rate Notes

 

 

 

Principal Amount:

 

$600,000,000

 

 

 

Trade Date:

 

September 11, 2018

 

 

 

Settlement Date:

 

September 14, 2018 (T+3); See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Maturity Date:

 

September 14, 2028

 

 

 

Coupon:

 

3.625% per annum

 

 

 

Interest Payment Dates:

 

Payable semi-annually on the 14th day of March and September, beginning March 14, 2019

 

 

 

Regular Record Date:

 

The 15th calendar day immediately preceding the applicable Interest Payment Date

 

 

 

Day Count Convention:

 

30/360

 

 

 

Benchmark Treasury:

 

2.875% due August 15, 2028

 

 

 

Benchmark Treasury Price & Yield:

 

99-04+; 2.975%

 

 

 

Re-offer Spread to Benchmark:

 

T + 65 bps

 

 

 

Re-offer Yield:

 

3.625%

 

 

 

Price to Public:

 

100.000%

 

 

 

Gross Proceeds:

 

$600,000,000

 

 

 

CUSIP / ISIN:

 

88579Y BC4 / US88579YBC49

 

 

 

Minimum Denominations:

 

$2,000 by $1,000

 

 

 

Redemption:

 

Yes, Optional Make-Whole Redemption and Redemption at Par Prior to Maturity as provided in “—Optional Make-Whole Redemption and Redemption at Par Prior to Maturity” below.

 

 

 

Joint Book-Running Managers:

 

Citigroup Global Markets Inc.

 

 

Deutsche Bank Securities Inc.

 

 

Goldman Sachs & Co. LLC

 

 

Credit Suisse Securities (USA) LLC

 

 

 

Co-Managers:

 

Blaylock Van, LLC

 

 

Drexel Hamilton, LLC

 


 

 

 

Guzman & Company

 

 

Mischler Financial Group, Inc.

 

 

 

Supplemental Information Concerning Plan of Distribution:

 

See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Supplemental Risk Factors:

 

See “—Supplemental Risk Factors with Respect to the Fixed Rate Notes” below.

 

* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating.  The rating is subject to revision or withdrawal at any time.

 


 

4.000% Notes due 2048

 

 

 

 

 

Issuer:

 

3M Company

 

 

 

Expected Ratings*:

 

A1 (Stable) / AA- (Stable) (Moody’s / S&P)

 

 

 

Security Description:

 

SEC-Registered 30-year Fixed Rate Notes

 

 

 

Principal Amount:

 

$650,000,000

 

 

 

Trade Date:

 

September 11, 2018

 

 

 

Settlement Date:

 

September 14, 2018 (T+3); See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Maturity Date:

 

September 14, 2048

 

 

 

Coupon:

 

4.000% per annum

 

 

 

Interest Payment Dates:

 

Payable semi-annually on the 14th day of March and September, beginning March 14, 2019

 

 

 

Regular Record Date:

 

The 15th calendar day immediately preceding the applicable Interest Payment Date

 

 

 

Day Count Convention:

 

30/360

 

 

 

Benchmark Treasury:

 

3.125% due May 15, 2048

 

 

 

Benchmark Treasury Price & Yield:

 

100-03+; 3.119%

 

 

 

Re-offer Spread to Benchmark:

 

T + 95 bps

 

 

 

Re-offer Yield:

 

4.069%

 

 

 

Price to Public:

 

98.811%

 

 

 

Gross Proceeds:

 

$642,271,500

 

 

 

CUSIP / ISIN:

 

88579Y BD2 / US88579YBD22

 

 

 

Minimum Denominations:

 

$2,000 by $1,000

 

 

 

Redemption:

 

Yes, Optional Make-Whole Redemption and Redemption at Par Prior to Maturity as provided in “—Optional Make-Whole Redemption and Redemption at Par Prior to Maturity” below.

 

 

 

Joint Book-Running Managers:

 

Citigroup Global Markets Inc.

 

 

Deutsche Bank Securities Inc.

 

 

Goldman Sachs & Co. LLC

 

 

Credit Suisse Securities (USA) LLC

 

 

 

Co-Managers:

 

Blaylock Van, LLC

 

 

Drexel Hamilton, LLC

 


 

 

 

Guzman & Company

 

 

Mischler Financial Group, Inc.

 

 

 

Supplemental Information Concerning Plan of Distribution:

 

See “—Supplemental Information Concerning Plan of Distribution” below.

 

 

 

Supplemental Risk Factors:

 

See “—Supplemental Risk Factors with Respect to the Fixed Rate Notes” below.

 

* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating.  The rating is subject to revision or withdrawal at any time.

 


 

Optional Make-Whole Redemption and Redemption at Par Prior to Maturity

 

Prior to the Applicable Par Call Date (as defined below), the 3.000% Notes due 2021, the 3.250% Notes due 2024, the 3.625% Notes due 2028 and the 4.000% Notes due 2048 will be redeemable at any time, in whole or from time to time in part, at 3M Company’s option at a redemption price equal to the greater of

 

·                  100% of the principal amount of the notes to be redeemed, and

 

·                  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 3.000% Notes due 2021, 5 basis points, in the case of the 3.250% Notes due 2024, 7.5 basis points, in the case of the 3.625% Notes due 2028, 10 basis points, or in the case of the 4.000% Notes due 2048, 15 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 3.000% Notes due 2021, the 3.250% Notes due 2024, the 3.625% Notes due 2028 and the 4.000% Notes due 2048 will be redeemable, in whole but not in part at 3M Company’s option, at a redemption price equal to 100% of the principal amount of the notes plus accrued interest thereon to the date of redemption.

 

“Applicable Par Call Date” means (1) with respect to the 3.000% Notes due 2021, August 14, 2021 (one month prior to the maturity of the 3.000% Notes due 2021), (2) with respect to the 3.250% Notes due 2024, January 14, 2024 (one month prior to the maturity of the 3.250% Notes due 2024), (3) with respect to the 3.625% Notes due 2028, June 14, 2028 (three months prior to the maturity of the 3.625% Notes due 2028) and (4) with respect to the 4.000% Notes due 2048, March 14, 2048 (six months prior to the maturity of the 4.000% Notes due 2048).

 

“Comparable treasury issue” means the United States Treasury security selected by the quotation agent as having a maturity comparable to the remaining term of notes to be redeemed as if the notes matured on the Applicable Par Call Date that would be utilized, at the time of a 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 Company.

 

“Reference treasury dealer” means (i) each of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. 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 Company will substitute another primary treasury dealer; and (ii) any other primary treasury dealer(s) selected by 3M Company.

 

“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by 3M Company, 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 3.000% Notes due 2021, the 3.250% Notes due 2024, the 3.625% Notes due 2028 or the 4.000% Notes due 2048, 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 mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed at its registered address. 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 Company 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.

 

Supplemental Information Concerning LIBOR

 

If you purchase a LIBOR note, your note will bear interest at a base rate equal to the London interbank offered rate for deposits in U.S. dollars, which is referred to as “LIBOR”. In addition, the applicable LIBOR base rate will be adjusted by the Spread, specified above. LIBOR will be determined in the following manner:

 

·                  LIBOR will be the offered rate appearing on the designated LIBOR page, as of 11:00 A.M., London time, on the relevant LIBOR interest determination date, for deposits of the relevant index currency having the relevant index maturity beginning on the relevant interest reset date.

 

·                  If no rate appears on the designated LIBOR page, then LIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the relevant LIBOR interest determination date, at which deposits of the following kind are offered to prime banks in the London interbank market by four major banks in that market selected by the calculation agent, after consultation with us: deposits of the index currency having the relevant index maturity, beginning on the relevant interest reset date, and in a representative amount. The calculation agent will request the principal London office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, LIBOR for the relevant LIBOR interest determination date will be the arithmetic mean of the quotations.

 

·                  If fewer than two quotations are provided as described in the prior paragraph, LIBOR for the relevant LIBOR interest determination date will be the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., in the principal financial center, on that LIBOR interest determination date, by three major banks in that financial center selected by the calculation agent: loans of the index currency having the relevant index maturity, beginning on the relevant interest reset date, and in a representative amount.

 

·                  If fewer than three banks selected by the calculation agent are quoting as described in the prior paragraph, LIBOR for the new interest period will be LIBOR in effect for the prior interest period. If the initial base rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period.

 

Notwithstanding the above, if we determine on or prior to the relevant Interest Determination Date, after consultation with an independent financial advisor selected by us in our sole discretion, that LIBOR has ceased to be calculated or administered or is no longer viewed as an acceptable benchmark rate in accordance with accepted market practice for debt obligations such as the Floating Rate Notes, then we will appoint in our sole discretion an independent financial advisor (the “IFA”) to determine whether there is a substitute or successor base rate to LIBOR that is consistent with accepted market practice for debt obligations such as the Floating Rate Notes (the “Alternative Rate”). If the IFA determines that there is an Alternative Rate, for each future Interest Determination

 


 

Date, the calculation agent shall use such Alternative Rate as a substitute for LIBOR in calculating the interest rate on the Floating Rate Notes. As part of such substitution, the calculation agent will make such adjustments to the Alternative Rate or the spread thereon, as well as the business day convention, Interest Determination Dates, Interest Reset Dates and related provisions and definitions (“Adjustments”), in each case that are consistent with accepted market practice for the use of such Alternative Rate, all as determined and directed by the IFA; provided, however, that the calculation agent shall not be required to implement any such Adjustments that affects its own rights, duties or immunities under the Indenture, the Calculation Agency Agreement or otherwise. If the IFA determines that there is no such Alternative Rate as provided above, LIBOR will be equal to the rate of interest in effect with respect to the immediately preceding Interest Determination Date or, in the case of the initial Interest Determination Date, the rate of interest will be equal to the Initial Interest Rate.

 

Supplemental Risk Factor with Respect to the Fixed Rate Notes

 

If interest rates increase, in most cases the market value of the notes will decrease and, if you sell the notes prior to maturity, you will receive less than the principal amount of the notes.

 

Supplemental Risk Factor with Respect to the Floating Rate Notes

 

Reform and impending regulation of LIBOR could adversely affect interest paid on, and could result in certain changes to the terms of, the Floating Rate Notes due 2024.

 

The Floating Rate Notes due 2024 will bear interest at a floating rate based on LIBOR. LIBOR and other “benchmark” rates are the subject of ongoing national and international regulatory reform. For example, on July 27, 2017, the UK Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 (the “FCA Announcement”). The FCA Announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Following the implementation of such reforms or any other reforms to LIBOR or other benchmark rates that may be enacted in the United Kingdom, the European Union or elsewhere, the manner of administration of such benchmarks may change, with the result that such benchmarks may perform differently than in the past, such benchmarks could be eliminated entirely, or there could be other consequences which cannot be predicted. If LIBOR ceases to be calculated or administered or is no longer viewed as an acceptable benchmark rate, this could result in an adjustment to the spread or other related provisions of the Floating Rate Notes due 2024, or result in other consequences in respect of the Floating Rate Notes due 2024. We can give no assurance that we and the calculation agent will be able to identify an Alternative Rate (as defined herein). If LIBOR ceases to be calculated or administered or is no longer viewed as an acceptable benchmark rate, there can be no guarantee that an agreed-upon Alternative Rate will be in place. If no Alternative Rate can be determined, the relevant rate of interest will be equal to the rate of interest in effect with respect to the immediately preceding Interest Determination Date (which, in the case of the initial Interest Determination Date applicable to the Floating Rate Notes due 2024, will be equal to the Initial Interest Rate and the return received therefrom by holders of the Floating Rate Notes due 2024 may be different from the return received if the relevant floating interest rate was reset on the relevant Interest Reset Date using the 3-month U.S. dollar LIBOR, as applicable. Moreover, even if an Alternative Rate is identified, the return received by holders of the Floating Rate Notes due 2024 may be different using such Alternative Rate from the return received using the 3-month U.S. dollar LIBOR.

 

Supplemental Information Concerning Plan of Distribution

 

Reference is made to the “Plan of Distribution” section of 3M Company’s prospectus supplement, dated May 5, 2017, relating to 3M Company’s offering of its Medium-Term Notes, Series F of which the notes offered hereby are a part.  The following information supplements such Plan of Distribution:

 

It is expected  that delivery of the notes will be made against payment therefor on or about September 14, 2018, which is the third business day following the date of pricing of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to two business days before delivery will be required, by virtue of the fact that

 


 

the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

 

Some of the Agents and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with 3M Company or 3M Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

 

The Agents and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging financing and brokerage activities.  Certain of the Agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for 3M Company or its affiliates, for which they received or will receive customary fees and expenses.

 

In the ordinary course of their business activities, the Agents and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers.  Such investments and securities activities may involve securities and/or instruments of 3M Company or its affiliates.  The Agents or their affiliates may have a lending relationship with 3M Company and certain of the Agents or their affiliates routinely hedge, have hedged and are likely in the future to hedge, or may hedge, their credit exposure to 3M Company consistent with their customary risk management policies.  Typically, these Agents and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation by entering into positions in 3M Company’s securities, including potentially the notes offered hereby.  Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby.  The Agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

 

 

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at (800) 831-9146, Deutsche Bank Securities Inc. toll-free at (800) 503-4611 and Goldman Sachs & Co. LLC toll-free at (866) 471-2526.