Obligation 3M 3.25% ( US88579YBB65 ) en USD

3M

108.31 % ⇌

Etats-unis

US88579YBB65 ( en USD )

3.25% par an ( paiement semestriel )

13/02/2024

Prospectus brochure de l'obligation 3M US88579YBB65 en USD 3.25%, échéance 13/02/2024

2 000 USD

800 000 000 USD

88579YBB6

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

14/02/2024 ( Dans 138 jours )

L'Obligation émise par 3M ( Etats-unis ) , en USD, avec le code ISIN US88579YBB65, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/02/2024

L'Obligation émise par 3M ( Etats-unis ) , en USD, avec le code ISIN US88579YBB65, 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 US88579YBB65, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 a19-4610_2424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-216219
A filing fee of $274,620.84 based on a $2,265,848,500 maximum aggregate offering price,
calculated in accordance with Rule 457(r), has been transmitted
to the SEC in connection with the debt securities offered by means of this pricing supplement and the
accompanying prospectus and prospectus supplement from Registration Statement No. 333-216219.
This paragraph shall be deemed to update the "Calculation of Registration Fee"
table in that Registration Statement.
PRICING SUPPLEMENT Dated February 12, 2019
To Prospectus Dated February 24, 2017 and
Prospectus Supplement Dated May 5, 2017
3M COMPANY
Medium-Term Notes, Series F
$450,000,000 2.750% Notes due 2022
$500,000,000 3.250% Notes due 2024 (Reopening)
$800,000,000 3.375% Notes due 2029
$500,000,000 4.000% Notes due 2048 (Reopening)
2.750% Notes due 2022
Type of Note:
Fixed Rate
Principal Amount:
$450,000,000
Price to Public:
99.953%
Security Description:
SEC-Registered 3-year Fixed Rate Notes
Proceeds to Company:
99.803% ($449,113,500)
Interest Rate:
2.750% per annum
Original Issue Date:
February 22, 2019
Maturity Date:
March 1, 2022
Interest Payment Dates:
March 1 and September 1 of each year, commencing September 1, 2019
Regular Record Date:
The 15th calendar day immediately preceding the applicable Interest Payment Date
Redemption:
Yes, see "Optional Make-Whole Redemption and Redemption at Par Prior to Maturity"
below.
Day Count Convention:
30/360
Form:
DTC, Book-Entry
CUSIP/ISIN:
88579Y BF7 / US88579YBF79
Selling Concession:
0.100%
Reallowance:
0.050%
Underwriters:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC
Barclays Capital Inc.
The Williams Capital Group, L.P.
Academy Securities, Inc.
C.L. King & Associates, Inc.
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Samuel A. Ramirez & Company, Inc.
PS-1
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3.250% Notes due 2024
(Reopening)
Type of Note:
Fixed Rate
Principal Amount:
$500,000,000. The notes offered hereby constitute a further issuance of, and will be
consolidated with, the $300,000,000 aggregate principal amount of 3.250% Notes due
2024 issued by us on September 14, 2018. The notes offered hereby will have the same
CUSIP number as the previously issued 3.250% Notes due 2024 and will trade
interchangeably with the previously issued 3.250% Notes due 2024 immediately upon
settlement. Upon completion of this offering, the aggregate principal amount outstanding
of all such notes will be $800,000,000.
Price to Public:
101.172%, plus accrued interest from February 14, 2019
Security Description:
SEC-Registered 5-year Fixed Rate Notes
Proceeds to Company:
100.922% ($504,610,000), plus accrued interest from February 14, 2019
Interest Rate:
3.250% per annum
Original Issue Date:
February 22, 2019
Maturity Date:
February 14, 2024
Interest Payment Dates:
February 14 and August 14 of each year, commencing August 14, 2019
Regular Record Date:
The 15th calendar day immediately preceding the applicable Interest Payment Date
Redemption:
Yes, see "Optional Make-Whole Redemption and Redemption at Par Prior to Maturity"
below.
Day Count Convention:
30/360
Form:
DTC, Book-Entry
CUSIP/ISIN:
88579Y BB6 / US88579YBB65
Selling Concession:
0.150%
Reallowance:
0.100%
Underwriters:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC
Barclays Capital Inc.
The Williams Capital Group, L.P.
Academy Securities, Inc.
C.L. King & Associates, Inc.
Samuel A. Ramirez & Company, Inc.
3.375% Notes due 2029
Type of Note:
Fixed Rate
Principal Amount:
$800,000,000
Price to Public:
99.965%
Security Description:
SEC-Registered 10-year Fixed Rate Notes
Proceeds to Company:
99.565% ($796,520,000)
Interest Rate:
3.375% per annum
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Original Issue Date:
February 22, 2019
Maturity Date:
March 1, 2029
Interest Payment Dates:
March 1 and September 1 of each year, commencing September 1, 2019
Regular Record Date:
The 15th calendar day immediately preceding the applicable Interest Payment Date
Redemption:
Yes, see "Optional Make-Whole Redemption and Redemption at Par Prior to Maturity"
below.
PS-2
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Day Count Convention:
30/360
Form:
DTC, Book-Entry
CUSIP/ISIN:
88579Y BG5 / US88579YBG52
Selling Concession:
0.200%
Reallowance:
0.100%
Underwriters:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC
Barclays Capital Inc.
The Williams Capital Group, L.P.
Academy Securities, Inc.
C.L. King & Associates, Inc.
Samuel A. Ramirez & Company, Inc.
4.000% Notes due 2048
(Reopening)
Type of Note:
Fixed Rate
Principal Amount:
$500,000,000. The notes offered hereby constitute a further issuance of, and will be
consolidated with, the $650,000,000 aggregate principal amount of 4.000% Notes due
2048 issued by us on September 14, 2018. The notes offered hereby will have the same
CUSIP number as the previously issued 4.000% Notes due 2048 and will trade
interchangeably with the previously issued 4.000% Notes due 2048 immediately upon
settlement. Upon completion of this offering, the aggregate principal amount outstanding
of all such notes will be $1,150,000,000
Price to Public:
102.096%, plus accrued interest from September 14, 2018
Security Description:
SEC-Registered 30-year Fixed Rate Notes
Proceeds to Company:
101.346% ($506,730,000)
Interest Rate:
4.000% per annum
Original Issue Date:
February 22, 2019
Maturity Date:
September 14, 2048
Interest Payment Dates:
March 14 and September 14 of each year, commencing March 14, 2019
Regular Record Date:
The 15th calendar day immediately preceding the applicable Interest Payment Date
Redemption:
Yes, see "Optional Make-Whole Redemption and Redemption at Par Prior to Maturity"
below.
Day Count Convention:
30/360
Form:
DTC, Book-Entry
CUSIP/ISIN:
88579Y BD2 / US88579YBD22
Selling Concession:
0.450%
Reallowance:
0.250%
Underwriters:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
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Wells Fargo Securities, LLC
Barclays Capital Inc.
The Williams Capital Group, L.P.
Academy Securities, Inc.
C.L. King & Associates, Inc.
Samuel A. Ramirez & Company, Inc.
PS-3
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Optional Make-Whole Redemption
Prior to the Applicable Par Call Date (as defined below), the 2.750% Notes due 2022,
and Redemption at Par Prior to
the 3.250% Notes due 2024, the 3.375% Notes due 2029 and the 4.000% Notes due
Maturity:
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
2.750% Notes due 2022, 5 basis points, in the case of the 3.250% Notes due
2024, 7.5 basis points, in the case of the 3.375% Notes due 2029, 15 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 2.750%
Notes due 2022, the 3.250% Notes due 2024, the 3.375% Notes due 2029 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 2.750% Notes due 2022,
February 1, 2022 (one month prior to the maturity of the 2.750% Notes due 2022),
(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 3.375% Notes due 2029,
December 1, 2028 (three months prior to the maturity of the 3.375% Notes due 2029)
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)(1) with respect to the 2.750% Notes due 2022 and
the 3.375% Notes due 2029, each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC and their
respective successors and (2) with respect to the 3.250% Notes due 2024 and the 4.000%
Notes due 2048, 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
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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 2.750% Notes due 2022, the 3.250% Notes due
2024, the 3.375% Notes due 2029 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
PS-4
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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.
Use of Proceeds:
The Company intends to use the net proceeds from the sale of the notes offered hereby
for general corporate purposes.
Supplemental Information
This section describes the supplemental material federal income tax consequences of
Concerning Certain U.S. Federal
acquiring the 3.250% Notes due 2024 and the 4.000% Notes due 2048 offered hereby
Income Tax Considerations:
(the "reopened notes"). For a complete description of the material U.S. federal income
tax consequences of acquiring and owning the reopened notes, the 2.750% Notes due
2022 and the 3.375% Notes due 2029, please see the discussion under "Certain U.S.
Federal Income Tax Considerations" in the accompanying prospectus supplement.
Qualified Reopening and Issue Price of the Reopened Notes
The reopened notes offered hereby will be treated as a part of the same issue of the
previously issued 3.250% Notes Due 2024 and the previously issued 4.000% Notes Due
2048 (the "existing notes") pursuant to a "qualified reopening" for U.S. federal income
tax purposes. Therefore, the reopened notes offered hereby will be treated as having the
same issue date and the same issue price as the existing notes. The existing notes were
issued at no more than a de minimis discount from their stated principal amount. As a
result, the existing notes were issued without original issue discount ("OID") and,
therefore, the reopened notes offered hereby also will be issued without OID.
Pre-Issuance Accrued Interest on the Reopened Notes
A portion of the purchase price of the reopened notes offered hereby will be attributable
to the amount of stated interest accrued prior to the original issue date ("pre-issuance
accrued interest"). Consequently, the reopened notes offered hereby should be treated as
having been issued for an amount that excludes any pre-issuance accrued interest. If the
reopened notes are so treated, a portion of the first interest payment on the reopened
notes received by a U.S. Holder after the offering equal to the excluded pre-issuance
accrued interest will be treated as a return of such pre-issuance accrued interest and will
not be taxable as interest on the reopened notes. Your tax basis in a reopened note should
exclude an amount equal to the pre-issuance accrued interest.
Supplemental Information
On February 12, 2019, the Company agreed to sell to the underwriters listed below, and
Concerning Plan of Distribution:
they severally agreed to purchase, the principal amounts of notes set forth opposite their
respective names below at a net price of 99.803% plus accrued interest for the 2.750%
Notes due 2022, at a net price of 100.922% plus accrued interest for the 3.250% Notes
due 2024, at a net price of 99.565% plus accrued interest for the Notes due 2029 and at a
net price of 101.346% plus accrued interest for the 4.000% Notes due 2048, each of
which we refer to as the "purchase price" for the respective notes. The purchase price for
the 2.750% Notes due 2022 equals the stated issue price of 99.953% plus accrued
interest less a combined management and underwriting commission of 0.150% of the
principal amount of the notes, the purchase price for the 3.250% Notes due 2024 equals
the stated issue price of 101.172% plus accrued interest less a combined management
and underwriting commission of 0.250% of the principal amount of the notes, the
purchase price for the 3.375% Notes due 2029 equals the stated issue price of 99.965%
plus accrued interest less a combined management and underwriting commission of
0.400% of the principal amount of the notes and the purchase price for the 4.000% Notes
due 2048 equals the stated issue price of 102.096% plus accrued interest less a combined
management and underwriting commission of 0.750% of the principal amount of the
notes.
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Principal Amount of
Principal Amount of
Principal Amount of
3.250% Notes due 2024
Principal Amount of
4.000% Notes due 2048
Name
2.750% Notes due 2022
(Reopening)
3.375% Notes due 2029
(Reopening)
Merrill Lynch, Pierce, Fenner &
Smith
Incorporated
$
109,125,000 $
121,250,000 $
194,000,000 $
121,250,000
Morgan Stanley & Co. LLC
109,125,000
121,250,000
194,000,000
121,250,000
Wells Fargo Securities, LLC
109,125,000
121,250,000
194,000,000
121,250,000
Barclays Capital Inc.
109,125,000
121,250,000
194,000,000
121,250,000
The Williams Capital Group, L.P.
6,750,000.00
7,500,000
12,000,000
7,500,000
Academy Securities, Inc.
2,250,000
2,250,000
4,000,000
2,250,000
C.L. King & Associates, Inc.
2,250,000
2,250,000
4,000,000
2,250,000
Samuel A. Ramirez &
Company, Inc.
2,250,000
2,250,000
4,000,000
2,250,000
Total
$
450,000,000 $
500,000,000 $
800,000,000 $
500,000,000
PS-5
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