REG - 3M Company - Annual Financial Report - Part 2 <Origin Href="QuoteRef">MMM.N</Origin> - Part 4

3M CoAnnouncement

13/02/2018 07:11

- Part 4: For the preceding part double click  ID:nRSM6597Ec 

statement amounts as of and for the year ended December 31, 2017. Companies
are allowed to exclude acquisitions from their assessment of internal control
over financial reporting during the first year of acquisition while
integrating the acquired company under guidelines established by the
Securities and Exchange Commission. The Company's internal control over
financial reporting as of December 31, 2017 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
as stated in their report which is included herein, which expresses an
unqualified opinion on the effectiveness of the Company's internal control
over financial reporting as of December 31, 2017.
 
c. There was no change in the Company's internal control over financial
reporting that occurred during the Company's most recently completed fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
 
The Company is implementing an enterprise resource planning ("ERP") system on
a worldwide basis, which is expected to improve the efficiency of certain
financial and related transaction processes. The gradual implementation is
expected to occur in phases over the next several years. The implementation of
a worldwide ERP system will likely affect the processes that constitute our
internal control over financial reporting and will require testing for
effectiveness.
 
The Company completed implementation with respect to elements of certain
processes/sub-processes in limited subsidiaries/locations and will continue to
roll-out the ERP system over the next several years. As with any new
information technology application we implement, this application, along with
the internal controls over financial reporting included in this process, was
appropriately considered within the testing for effectiveness with respect to
the implementation in these instances. We concluded, as part of our evaluation
described in the above paragraphs, that the implementation of ERP in these
circumstances has not materially affected our internal control over financial
reporting.
 
Item 9B. Other Information.
 
None.
 
 
PART III
 
 
Documents Incorporated by Reference
 
In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company's
definitive proxy statement (to be filed pursuant to Regulation 14A within 120
days after Registrant's fiscal year-end of December 31, 2017) for its annual
meeting to be held on May 8, 2018, are incorporated by reference in this
Form 10-K.
 
Item 10. Directors, Executive Officers and Corporate Governance.
 
The information relating to directors and nominees of 3M is set forth under
the caption "Proposal No. 1" in 3M's proxy statement for its annual meeting
of stockholders to be held on May 8, 2018 ("3M Proxy Statement") and is
incorporated by reference herein. Information about executive officers is
included in Item 1 of this Annual Report on Form 10-K. The information
required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is
contained under the captions "Section 16(a) Beneficial Ownership Reporting
Compliance," "Corporate Governance At 3M  - Board Membership Criteria -
Identification, Evaluation, and Selection of Nominees,," "-Nominees Proposed
By Stockholders,"  "-Stockholder Nominations", "-Proxy Access Nominations"
and "-Role of the Nominating and Governance Committee"  and "Corporate
Governance At 3M -- Board Committees - Audit Committee" of the 3M Proxy
Statement and such information is incorporated by reference herein.
 
Code of Ethics. All of our employees, including our Chief Executive Officer,
Chief Financial Officer and Chief Accounting Officer and Controller, are
required to abide by 3M's long-standing business conduct policies to ensure
that our business is conducted in a consistently legal and ethical manner. 3M
has posted the text of such code of ethics on its website
(http://www.3M.com/businessconduct). At the same website, any future
amendments to the code of ethics will also be posted. Any person may request a
copy of the code of ethics, at no cost, by writing to us at the following
address:
 
 3M Company
 3M Center, Building 220-11W-09
 St. Paul, MN  55144-1000
 Attention: Vice President, Compliance and Business Conduct
 
 
Item 11. Executive Compensation.
 
The information required by Item 402 of Regulation S-K is contained under the
captions "Executive Compensation" (excluding the information under the caption
"- Compensation Committee Report") and "Director Compensation and Stock
Ownership Guidelines" of the 3M Proxy Statement. Such information is
incorporated by reference.
 
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is
contained in the "Executive Compensation" section under the captions
"Compensation Committee Report" and "Compensation Committee Interlocks and
Insider Participation" of the 3M Proxy Statement. Such information (other than
the Compensation Committee Report, which shall not be deemed to be "filed") is
incorporated by reference.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
 
The information relating to security ownership of certain beneficial owners
and management is set forth under the designation "Security Ownership of
Management" and "Security Ownership of Certain Beneficial Owners" in the 3M
Proxy Statement and such information is incorporated by reference herein.
 
Equity compensation plans information as of December 31, 2017 follows:
 
Equity Compensation Plans Information (1)
 
                                                                   A                             B                               C
                                                                   Number of                     Weighted-                       Number of securities
                                                                   securities to be              average exercise                remaining available for
                                                                   issued upon                   price of                        future issuance under
                                                                   exercise of                   outstanding                     equity compensation
                                                                   outstanding                   options,                        plans (excluding
                                                                   options, warrants             warrants and                    securities reflected in
 Plan Category                                                     and rights                    rights                          column (A))
 Equity compensation plans approved by security holders
 Stock options                                                      34,965,164                   $           125.73               -
 Restricted stock units                                             1,993,806                                                     -
 Performance shares                                                 685,873                                                       -
 Non-employee director deferred stock units                         240,101                                                       -
 Total                                                              37,884,944                                                    30,125,144
 Employee stock purchase plan                                       -                                                             26,239,152
 Subtotal                                                           37,884,944                                                    56,364,296
 Total                                                              37,884,944                                                    56,364,296
 
 
(1)   In column B, the weighted-average exercise price is only applicable to
stock options. In column C, the number of securities remaining available for
future issuance for stock options, restricted stock units, and stock awards
for non-employee directors is approved in total and not individually with
respect to these items.
 
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
 
With respect to certain relationships and related transactions as set forth in
Item 404 of Regulation S-K, no matters require disclosure with respect to
transactions with related persons. The information required by Item
404(b) and Item 407(a) of Regulation S-K is contained under the section
"Corporate Governance at 3M" under the captions "Director Independence" and
"Related Person Transaction Policy and Procedures" of the 3M Proxy Statement
and such information is incorporated by reference herein.
 
Item 14. Principal Accounting Fees and Services.
 
The information relating to principal accounting fees and services is set
forth in the section entitled "Audit Committee Matters" under the designation
"Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit
Services of the Independent Accounting Firm" and "Fees of the Independent
Accounting Firm" in the 3M Proxy Statement and such information is
incorporated by reference herein.
 
 
PART IV
 
Item 15. Exhibits, Financial Statement Schedules.
 
 (a) (1) Financial Statements. The consolidated financial statements filed
as part of this report are listed in the index to financial statements at the
beginning of this document.
 
 (a) (2) Financial Statement Schedules. Financial statement schedules are
omitted because of the absence of the conditions under which they are required
or because the required information is included in the Consolidated Financial
Statements or the notes thereto. The financial statements of unconsolidated
subsidiaries are omitted because, considered in the aggregate, they would not
constitute a significant subsidiary.
 
 (a) (3) Exhibits. The exhibits are either filed with this report or
incorporated by reference into this report. Exhibit numbers 10.1 through
10.26 are management contracts or compensatory plans or arrangements. See
(b) Exhibits, which follow.
 
 (b) Exhibits.
 
(3)    Articles of Incorporation and bylaws
 
 (3.1)  Certificate of incorporation, as amended as of December 4, 2017, is
        incorporated by reference from our Form 8-K dated December 7, 2017.
        (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465917072302/a17-27802_1ex3d1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465917072302/a17-27802_1ex3d1.htm)
 (3.2)  Amended and Restated Bylaws, as adopted as of November 10, 2015, are
        incorporated by reference from our Form 8-K dated November 10, 2015.
        (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465915077663/a15-22689_1ex3dii.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465915077663/a15-22689_1ex3dii.htm)
 
(4)    Instruments defining the rights of security holders, including
indentures:
 
 (4.1)  Indenture, dated as of November 17, 2000, between 3M and The Bank of New York
        Mellon Trust Company, N.A., as successor trustee, with respect to 3M's senior
        debt securities, is incorporated by reference from our Form 8-K dated
        December 7, 2000.
        (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000089710100001173/0000897101-00-001173-0001.txt#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000089710100001173/0000897101-00-001173-0001.txt)
 (4.2)  First Supplemental Indenture, dated as of July 29, 2011, to Indenture dated
        as of November 17, 2000, between 3M and The Bank of New York Mellon Trust
        Company, N.A., as successor trustee, with respect to 3M's senior debt
        securities, is incorporated by reference from our Form 10-Q for the quarter
        ended June 30, 2011.
        (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465911043748/a11-13699_1ex4d2.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465911043748/a11-13699_1ex4d2.htm)
 
(10)         Material contracts and management compensation plans and
arrangements:
 
 (10.1)   3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our
          Form 8-K dated May 12, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d1.htm)
 (10.2)   Form of Stock Option Award Agreement under the 3M Company 2016 Long-Term
          Incentive Plan is incorporated by reference from our Form 8-K dated May 12,
          2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d2.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d2.htm)
 (10.3)   Form of Stock Appreciation Right Award Agreement under the 3M Company 2016
          Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated
          May 12, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d3.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d3.htm)
 (10.4)   Form of Restricted Stock Unit Award Agreement under the 3M Company 2016
          Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated
          May 12, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d4.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d4.htm)
 (10.5)   Form of Performance Share Award Agreement for performance share awards granted
          under the 3M Company 2016 Long-Term Incentive Plan prior to February 5, 2018,
          is incorporated by reference from our Form 8-K dated May 12, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d5.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d5.htm)
 (10.6)   Form of Performance Share Award Agreement for performance share awards granted
          under the 3M Company 2016 Long-Term Incentive Plan on or after February 5,
          2018 is filed herewith. (Exhibit:mmm_Ex10-6#Exhibit:mmm_Ex10-6)
 (10.7)   3M 2008 Long-Term Incentive Plan (including amendments through February 2,
          2016) is incorporated by reference from our Form 10-K for the year ended
          December 31, 2015.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837016003162/mmm-20151231ex1011486b0.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837016003162/mmm-20151231ex1011486b0.htm)
 (10.8)   Form of Agreement for Stock Option Grants to Executive Officers under 3M 2008
          Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated
          May 13, 2008.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465908032847/a08-14110_1ex10d2.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465908032847/a08-14110_1ex10d2.htm)
 (10.9)   Form of Stock Option Agreement for options granted to Executive Officers under
          the 3M 2008 Long-Term Incentive Plan, commencing February 9, 2010, is
          incorporated by reference from our Form 10-K for the year ended December 31,
          2009.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d4.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d4.htm)
 (10.10)  Form of Restricted Stock Unit Agreement for restricted stock units granted to
          Executive Officers under the 3M Long-Term Incentive Plan, effective February
          9, 2010, is incorporated by reference from our Form 10-K for the year ended
          December 31, 2009.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d5.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d5.htm)
 (10.11)  Form of Online Grant Agreement for performance share awards granted under the
          3M 2008 Long-Term Incentive Plan with a performance period ending on or after
          December 31, 2017 is filed herewith. (Exhibit:mmm_Ex10-11#Exhibit:mmm_Ex10-11)
 (10.12)  Form of Stock Option Agreement for U.S. Employees under 3M 2008 Long-Term
          Incentive Plan is incorporated by reference from our Form 10-K for the year
          ended December 31, 2008.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465909009669/a09-1282_1ex10d3.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465909009669/a09-1282_1ex10d3.htm)
 (10.13)  Form of Restricted Stock Unit Agreement for U.S. Employees under 3M 2008
          Long-Term Incentive Plan is incorporated by reference from our Form 10-K for
          the year ended December 31, 2008.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465909009669/a09-1282_1ex10d4.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465909009669/a09-1282_1ex10d4.htm)
 (10.14)  Amended and Restated 3M VIP Excess Plan is incorporated by reference from our
          Form 10-K for the year ended December 31, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex1015e6ca7.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex1015e6ca7.htm)
 (10.15)  Amended and Restated 3M VIP (Voluntary Investment Plan) Plus Plan is
          incorporated by reference from our Form 10-K for the year ended December 31,
          2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex1016168c8.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex1016168c8.htm)
 (10.16)  3M Deferred Compensation Excess Plan is incorporated by reference from our
          Form 10-K for the year ended December 31, 2009.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d24.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d24.htm)
 (10.17)  3M Performance Awards Deferred Compensation Plan is incorporated by reference
          from our Form 10-K for the year ended December 31, 2009.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d25.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d25.htm)
 (10.18)  3M Executive Annual Incentive Plan is incorporated by reference from our Form
          8-K dated May 14, 2007.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465907039396/a07-14230_1ex10d1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465907039396/a07-14230_1ex10d1.htm)
 (10.19)  3M Compensation Plan for Non-Employee Directors, as amended, through November
          8, 2004, is incorporated by reference from our Form 10-K for the year ended
          December 31, 2004.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465905008057/a05-3853_1ex10d10.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465905008057/a05-3853_1ex10d10.htm)
 (10.20)  Amendment of 3M Compensation Plan for Non-Employee Directors is incorporated
          by reference from our Form 8-K dated November 14, 2008.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465908071086/a08-28444_2ex10d8.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465908071086/a08-28444_2ex10d8.htm)
 (10.21)  Amendment of 3M Compensation Plan for Non-Employee Directors as of August 12,
          2013, is incorporated by reference from our Form 10-Q for the quarter ended
          September 30, 2013.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465913079583/a13-19634_1ex10d31.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465913079583/a13-19634_1ex10d31.htm)
 (10.22)  3M Executive Life Insurance Plan, as amended, is filed herewith.
          (Exhibit:mmm_Ex10-22#Exhibit:mmm_Ex10-22)
 (10.23)  Policy on Reimbursement of Incentive Payments (effective May 11, 2010) is
          incorporated by reference from our Form 10-Q for the quarter ended June 30,
          2010.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910041912/a10-10544_1ex10d49.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465910041912/a10-10544_1ex10d49.htm)
 (10.24)  Amended and Restated 3M Nonqualified Pension Plan I is incorporated by
          reference from our Form 10-K for the year ended December 31, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex102958e2d.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex102958e2d.htm)
 (10.25)  Amended and Restated 3M Nonqualified Pension Plan II is incorporated by
          reference from our Form 10-K for the year ended December 31, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex10309a2c3.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex10309a2c3.htm)
 (10.26)  Amended and Restated 3M Nonqualified Pension Plan III is incorporated by
          reference from our Form 10-K for the year ended December 31, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex10313ce21.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000155837017000479/mmm-20161231ex10313ce21.htm)
 3        Policy on Reimbursement of Incentive Compensation (effective May 11, 2010) is
          incorporated by reference from our Form 10-Q dated August 4, 2010.
 (10.27)  Amended and restated five-year credit agreement as of March 9, 2016, is
          incorporated by reference from our Form 8-K dated March 11, 2016.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916104498/a16-6142_1ex10d1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465916104498/a16-6142_1ex10d1.htm)
 (10.28)  Registration Rights Agreement as of August 4, 2009, between 3M Company and
          State Street Bank and Trust Company as Independent Fiduciary of the 3M
          Employee Retirement Income Plan, is incorporated by reference from our Form
          8-K dated August 5, 2009.
          (Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465909047028/a09-17166_2ex99d1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/66740/000110465909047028/a09-17166_2ex99d1.htm)
 
Filed herewith, in addition to items, if any, specifically identified above:
 
 (12)       Calculation of ratio of earnings to fixed charges.
            (Exhibit:mmm_Ex12#Exhibit:mmm_Ex12)
 (21)       Subsidiaries of the Registrant. (Exhibit:mmm_Ex21#Exhibit:mmm_Ex21)
 (23)       Consent of independent registered public accounting firm.
            (Exhibit:mmm_Ex23#Exhibit:mmm_Ex23)
 (24)       Power of attorney. (Exhibit:mmm_Ex24#Exhibit:mmm_Ex24)
 (31.1)     Certification of the Chief Executive Officer pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
            (Exhibit:mmm_Ex31-1#Exhibit:mmm_Ex31-1)
 (31.2)     Certification of the Chief Financial Officer pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
            (Exhibit:mmm_Ex31-2#Exhibit:mmm_Ex31-2)
 (32.1)     Certification of the Chief Executive Officer pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
            (Exhibit:mmm_Ex32-1#Exhibit:mmm_Ex32-1)
 (32.2)     Certification of the Chief Financial Officer pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
            (Exhibit:mmm_Ex32-2#Exhibit:mmm_Ex32-2)
 (95)       Mine Safety Disclosures. (Exhibit:mmm_Ex95#Exhibit:mmm_Ex95)
 (101.INS)  XBRL Instance Document.
 (101.SCH)  XBRL Taxonomy Extension Schema Document.
 (101.CAL)  XBRL Taxonomy Extension Calculation Linkbase Document.
 (101.DEF)  XBRL Taxonomy Extension Definition Linkbase Document.
 (101.LAB)  XBRL Taxonomy Extension Label Linkbase Document.
 (101.PRE)  XBRL Taxonomy Extension Presentation Linkbase Document.
 
Item 16. Form 10-K Summary.
 
A Form 10-K summary is provided at the beginning of this document, with
hyperlinked cross-references. This allows users to easily locate the
corresponding items in Form 10-K, where the disclosure is fully presented. The
summary does not include certain Part III information that is incorporated by
reference from a future proxy statement filing.
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
 3M COMPANY
 By      /s/  Nicholas C. Gangestad
         Nicholas C. Gangestad,
 Senior Vice President and Chief Financial Officer
 (Principal Financial Officer)
 February 8, 2018
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on February 8, 2018.
 
 Signature              Title
 Inge G. Thulin         Chairman of the Board, President and Chief Executive Officer (Principal
                        Executive Officer and Director)
 Ippocratis Vrohidis    Vice President, Corporate Controller and Chief Accounting Officer (Principal
                        Accounting Officer)
 Sondra L. Barbour      Director
 Thomas K. Brown        Director
 Vance D. Coffman       Director
 David B. Dillon        Director
 Michael L. Eskew       Director
 Herbert L. Henkel      Director
 Amy E. Hood            Director
 Muhtar Kent            Director
 Edward M. Liddy        Director
 Gregory R. Page        Director
 Patricia A. Woertz     Director
 
Nicholas C. Gangestad, by signing his name hereto, does hereby sign this
document pursuant to powers of attorney duly executed by the other persons
named, filed with the Securities and Exchange Commission on behalf of such
other persons, all in the capacities and on the date stated, such persons
constituting a majority of the directors of the Company.
 
 By        /s/ Nicholas C. Gangestad
 Nicholas C. Gangestad, Attorney-in-Fact
 
 
EXHIBIT 10.6
3M COMPANY
2016 LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
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.
 Participant:
 Grant Date:
 Target Number of Performance Shares:
 Performance Period:                   _________, 20__ through _________, 20__ (the "Performance Period")
 Vesting Schedule:                     Subject to the terms and conditions of this Agreement and the Plan, the
                                       Performance Shares shall vest as set forth in the Vesting Appendix hereto.
                                       Except as provided in Sections 1.3 and 1.5 of this Performance Share Award
                                       Agreement, in the Vesting Appendix, the Global Appendix, or as otherwise
                                       provided by the Administrator, in no event shall the Performance Shares vest
                                       following Participant's Termination of Service.
 ELECTRONIC Acceptance of Award:
 By clicking on the "ACCEPT" box on the "Grant Terms and Agreement" page, you
 agree to be bound by the terms and conditions of this Agreement and the
 Plan.  You acknowledge that you have reviewed and fully understand all of the
 provisions of this Agreement and the Plan, and have had the opportunity to
 obtain advice of counsel prior to accepting the grant of the Performance
 Shares pursuant to this Agreement.  You hereby agree to accept as binding,
 conclusive and final all decisions or interpretations of the Administrator
 upon any questions arising under the Plan or relating to the Performance
 Shares.
 
ARTICLE I.
AWARD; VESTING; FORFEITURE AND SETTLEMENT
1.1        Performance Shares and Dividend Equivalents.
(a)          This Award is expressed in terms of a Target Number of
Performance Shares as set forth above (the "Target Number of Performance
Shares").  The actual number of Performance Shares that may be earned will
depend on Participant's continued service with the Company or any Subsidiary
and the extent to which the performance goals established for the Award are
achieved.  Each Performance Share earned represents the right to receive one
Share on the terms, and subject to the conditions, set forth in this
Agreement.  Participant will have no right to the distribution of any Shares
until the time (if ever) the Performance Shares have vested.
(b)          The Company hereby grants to Participant, with respect
to each Performance Share, a Dividend Equivalent for ordinary cash dividends
paid to substantially all holders of outstanding Shares with a record date
after the Grant Date and prior to the date the applicable Performance Share is
settled, forfeited or otherwise expires.  Each Dividend Equivalent entitles
Participant to receive the equivalent value of any such ordinary cash
dividends paid on a single Share.  The Company will establish a separate
Dividend Equivalent bookkeeping account (a "Dividend Equivalent Account") for
each Dividend Equivalent and credit the Dividend Equivalent Account (without
interest) on the applicable dividend payment date with the amount of any such
cash paid.
1.2        Vesting; Forfeiture.
(a)          The Performance Shares will vest according to the
vesting schedule set forth in the Vesting Appendix (the "Vesting Schedule").
Except as otherwise provided by the Administrator (or its delegate) or as
provided for in the Plan or this Agreement with respect to Participant's
Termination of Service prior to the last day of the Performance Period by
reason of Participant's Retirement, death or Disability, the Performance
Shares will immediately and automatically be cancelled and forfeited as to any
portion that is not vested as of Participant's Termination of Service to the
extent such Termination of Service occurs prior to the last day of the
Performance Period.  In addition, the Performance Shares will immediately and
automatically be cancelled and forfeited (including any portion that is then
vested) upon the execution of a written determination by the Administrator or
an authorized representative of the Company that Participant engaged in an act
of Misconduct (whether the execution of such written determination occurs
before or after Participant's Termination of Service).
(b)          Dividend Equivalents (including any Dividend Equivalent
Account balance) will vest or be forfeited, as applicable, upon the vesting or
forfeiture of the Performance Share with respect to which the Dividend
Equivalent (including the Dividend Equivalent Account) relates.
1.3         Special Vesting Provisions.  Notwithstanding anything to
the contrary in Section 1.2 or the Vesting Schedule, the Performance Shares
shall continue to vest, or vest on an accelerated basis, in the event of
Participant's Termination of Service prior to the last day of the Performance
Period under the following circumstances:
(a)          If Participant's Termination of Service occurs prior to
the last day of the Performance Period by reason of Participant's Retirement,
the Performance Shares shall remain eligible to vest in accordance with the
Vesting Schedule as if Participant had not incurred a Termination of Service,
subject to accelerated vesting pursuant to clause (c) of this Section 1.3;
provided, however, that the Target
Number of Performance Shares shall be adjusted, effective as of Participant's
Termination of Service, as follows:
(i)           If Participant was appointed to the Executive
Conference on or after January 1, 2006 and on or before December 31, 2017, the
Target Number of Performance Shares shall be adjusted to equal the product of
(A) the Target Number of Performance Shares, as in effect immediately prior
to Participant's Termination of Service, and (B) a fraction, the numerator of
which equals the number of whole calendar months Participant provided services
to the Company or any Subsidiary during the Performance Period and the
denominator of which equals the total number of months in the Performance
Period; or
(ii)          If Participant was appointed to the Executive
Conference before January 1, 2006 or after December 31, 2017, the Target
Number of Performance Shares shall be adjusted to equal the product of (A) the
Target Number of Performance Shares, as in effect immediately prior to
Participant's Termination of Service, and (B) a fraction, the numerator of
which equals the number of consecutive three-month periods Participant
provided services to the Company or any Subsidiary during the first twelve
months of the Performance Period and the denominator of which equals four.
Notwithstanding the foregoing, if the Company receives an opinion of counsel
that there has been a legal judgment and/or legal development in Participant's
jurisdiction that likely would result in the favorable Retirement treatment
that otherwise would apply to the Performance Shares pursuant to this Section
1.3(a) being deemed unlawful and/or discriminatory, then the Company will not
apply this favorable Retirement treatment at the time of Participant's
Termination of Service and the Performance Shares will be treated as they
would under the rules that otherwise would have applied if Participant's
Termination of Service did not qualify as a Retirement.
(b)          If Participant's Termination of Service occurs by
reason of Disability prior to the last day of the Performance Period, the
Performance Shares shall remain eligible to vest in accordance with the
Vesting Schedule as if Participant had not incurred a Termination of Service,
subject to accelerated vesting pursuant to clause (c) of this Section 1.3.
(c)          If Participant's Termination of Service occurs by
reason of death or Participant dies following the date of Participant's
Termination of Service by reason of Retirement or Disability, in each case
prior to the last day of the Performance Period, Participant shall vest in a
number of Performance Shares equal to the lesser of (i) the Target Number of
Performance Shares, or (ii) such other number of Performance Shares determined
by the Administrator, in its discretion.
For purposes of this Article I, the term "Disability" shall have the meaning
given to such term in Treasury Regulation section 1.409A-3(i)(4).
1.4        Settlement.
(a)          Except as provided in Section 1.4(c), all of
Participant's Performance Shares which are then vested, and any related
Dividend Equivalents (including any Dividend Equivalent Account balance), will
be paid in Shares during the thirty (30)-day period beginning with the
earliest to occur of the following events:
(i)           the Certification Date (as defined in the Vesting
Appendix) (provided that in no event will Shares be issued in settlement of
Participant's Performance Shares pursuant to this clause
(i) later than March 15 of the calendar year immediately following the
completion of the Performance Period;
(ii)           the date of Participant's death; or
(iii)          the date of Participant's Termination of Service
following a Change in Control of the Company (provided that, if Participant is
or will be eligible for Retirement at any time during the Performance Period,
such Termination of Service must constitute a "separation from service" from
the Company (within the meaning of Section 409A(a)(2)(A)(i) of the Code and
Treasury Regulation Section 1.409A-1(h)).  Notwithstanding anything to the
contrary in this Agreement or the Plan, no Performance Shares or Dividend
Equivalents shall be distributed to Participant pursuant to this Section
1.4(a)(iii) during the six-month period following Participant's separation
from service if the Company determines that distributing such Performance
Shares and Dividend Equivalents at the time or times indicated in this
Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of
the Code.  If the distribution of any of Participant's Performance Shares and
Dividend Equivalents is delayed as a result of the previous sentence, then
such Performance Shares and Dividend Equivalents (including any Dividend
Equivalent Account balance) shall be paid to Participant during the thirty
(30)-day period beginning on the first business day following the end of such
six-month period (or such earlier date upon which such Performance Shares and
Dividend Equivalents can be distributed under Section 409A without resulting
in a prohibited distribution, including as a result of Participant's death).
(b)          The number of Shares paid with respect to the Dividend
Equivalents will equal the quotient, rounded to the nearest one-thousandth of
a Share, of the Dividend Equivalent Account balance divided by the Fair Market
Value of a Share on the Certification Date.
(c)          If permitted by the Company and provided Participant
makes a valid deferral election within the time period specified by the
Company in the deferral election form, then Participant may elect to change
the timing of receipt of the Shares otherwise distributable under Section
1.4(a). Any such deferral election must comply with the requirements of
Section 409A of the Code and the applicable Treasury Regulations or other
guidance issued thereunder as well as any Plan rules on deferrals and must be
made on a form approved by the Company. To the extent made, any such deferral
election will be incorporated herein by this reference.
(d)          Notwithstanding any provisions of this Agreement or the
Plan to the contrary, the time of distribution of the Performance Shares and
the Dividend Equivalents under this Agreement may not be changed except as may
be permitted by the Administrator in accordance with Section 409A and the
applicable Treasury Regulations promulgated thereunder.
1.5        Effect of Change in Control. Notwithstanding anything to
the contrary in the Vesting Schedule or Sections 1.2 and 1.3, in the event of
Participant's Termination of Service prior to the last day of the Performance
Period (i) by the Company or any Subsidiary other than as a result of
Participant's Misconduct or (ii) by Participant for Good Reason, in either
case, within eighteen (18) months following a Change in Control of the
Company, Participant shall vest in a number of Performance Shares equal to the
sum of:
(a)          With respect to any calendar year(s) during the
Performance Period that have ended prior to the date of such Termination of
Service, the Vesting Eligible Shares for such calendar year(s) as determined
pursuant to the Vesting Schedule; plus
 
(b)          With respect to any calendar year(s) during the
Performance Period that have not ended prior to the date of such Termination
of Service, the greatest of (i) the Performance Shares that would have been
Vesting Eligible Shares for such calendar year(s) if the Company's performance
relative to the performance objectives for such calendar year(s) equaled its
actual performance during those calendar quarters completed during the
calendar year in which such Participant's Termination of Service occurs and
prior to the date of such Termination of Service as set forth in the Vesting
Schedule, (ii) the Performance Shares that would have been Vesting Eligible
Shares for such calendar year(s) if the Company's performance relative to the
performance objectives for the such calendar year(s) equaled its actual
performance for the three consecutive calendar year period ending immediately
prior to the calendar year in which the Termination of Service occurs, or
(iii) such other number of Performance Shares determined by the Administrator,
in its discretion; provided, however, that the resulting number of Performance
Shares under this Section 1.5 shall be prorated to reflect the number of full
calendar months during the Performance Period that elapsed prior to the date
of Participant's Termination of Service.
For purposes of this Section 1.5, "Good Reason" means (i) a material
diminution in Participant's position, authority, duties or responsibilities as
in effect immediately prior to the Change in Control of the Company, (ii) a
material diminution in Participant's base salary or annual planned cash
compensation, or (iii) a material change in the geographic location at which
Participant is required to perform services for the Company or its
Subsidiaries.
ARTICLE II.
TAXATION AND TAX WITHHOLDING
2.1        Responsibility for Taxes.
(a)          Participant acknowledges that, regardless of any action
taken by the Company or, if different, Participant's employer (the
"Employer"), the ultimate liability for all income tax, social insurance,
payroll tax, fringe benefit tax, payment on account or other tax-related items
related to Participant's participation in the Plan and legally applicable to
Participant or deemed by the Company or the Employer in its discretion to be
an appropriate charge to Participant even if legally applicable to the Company
or the Employer ("Tax-Related Items") is and remains Participant's
responsibility and may exceed the amount actually withheld by the Company or
the Employer.  Participant further acknowledges that the Company and/or the
Employer (i) make no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of the Performance
Shares, including, but not limited to, the grant or vesting of the Performance
Shares or any related Dividend Equivalents, the subsequent sale of Shares
acquired upon vesting, and the receipt of any dividends; and (ii) do not
commit to and are under no obligation to structure the terms of the grant or
any aspect of the Performance Shares to reduce or eliminate Participant's
liability for Tax-Related Items or achieve any particular tax result.
Further, if Participant is subject to Tax-Related Items in more than one
jurisdiction, Participant acknowledges that the Company and/or the Employer
(or former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
(b)          Prior to the relevant taxable or tax withholding event,
as applicable, Participant agrees to assist the Company and/or the Employer in
satisfying any applicable withholding obligations for Tax-Related Items.  In
this regard, the Company and/or the Employer, or their respective agents, at
their discretion, may satisfy, or allow Participant to satisfy, the
withholding obligation with regard to all Tax‑Related Items by any of the
following, or a combination thereof:
(i)           By cash, check or wire transfer of immediately
available funds; provided that the Company may limit the use of one of the
foregoing methods if one or more of the methods below is permitted;
(ii)          Delivery (including telephonically to the extent
permitted by the Company) of a notice that Participant has placed a market
sell order with a broker acceptable to the Company with respect to Shares then
issuable upon settlement of the Performance Shares, and that the broker has
been directed to deliver promptly to the Company funds sufficient to satisfy
the obligation for Tax-Related Items; provided that such amount is paid to the
Company at such time as may be required by the Company;
(iii)         To the extent permitted by the Administrator,
surrendering Shares then issuable upon settlement of the Performance Shares
valued at their Fair Market Value on such date; or
(iv)         By the deduction of such amount from other compensation
payable to Participant.
(c)          The Company and/or the Employer has the right and
option, but not the obligation, to treat Participant's failure to provide
timely payment of any Tax-Related Items as Participant's election to satisfy
all or any portion of the Tax-Related Items pursuant to Section 2.1(b)(iii) or
(iv) above, or a combination of such sections.
(d)          Depending on the withholding method, the Company and/or
the Employer may withhold or account for Tax-Related Items by considering
applicable minimum statutory withholding amounts or other applicable
withholding rates, including maximum applicable rates, in which case
Participant may receive a refund of any over-withheld amount in cash through
the Employer's normal payroll processes and will have no entitlement to the
Common Stock equivalent.  If the obligation for Tax-Related Items is
satisfied by surrendering Shares, solely for tax purposes and not intended to
modify or restrict in any way Section 4.2 of the Plan, Participant is deemed
to have been issued the full number of Shares subject to the vested
Performance Share, notwithstanding that a number of Shares are surrendered for
the purpose of paying the Tax-Related Items.
(e)          Participant understands and agrees that certain tax
withholding amounts may be due prior to any issuance of Shares under Section
1.4 if the Performance Shares are at any time not subject to a substantial
risk of forfeiture for purposes of Section 83 of the Code prior to such
date.  If Shares are issued on an accelerated basis to satisfy the Federal
Insurance Contributions Act tax imposed under Sections 3101, 3121(a) or
3121(v)(2) of the Code (the "FICA Tax") as provided in this Section 2.1(e) as
a result of the lapse of the substantial risk of forfeiture for purposes of
Section 83 of the Code prior to the issuance of Shares under Section 1.4, then
Participant may have income tax at source on wages imposed under Section 3401
of the Code or the corresponding withholding provisions of applicable state,
local or foreign tax laws (together with the FICA Tax, the "FICA-Related
Taxes").  Participant's FICA-Related Taxes shall be satisfied by the
deduction of such amount from other compensation payable to Participant.  To
the extent the other compensation payable to Participant is determined by the
Company to be insufficient  to satisfy Participant's FICA-Related Taxes,
Participant's acceptance of the Performance Shares hereunder constitutes
Participant's instruction and authorization to the Company to satisfy the
FICA-Related Taxes through the accelerated issuance and withholding of Shares
otherwise issuable pursuant to the Performance Shares having a then-current
Fair Market Value not exceeding the amount necessary to satisfy the
FICA-Related Taxes of the Company and its affiliates based on the minimum
applicable statutory withholding rates.
(f)          Finally, Participant agrees to pay to the Company or
the Employer any amount of Tax-Related Items that the Company or the Employer
may be required to withhold or account for as a result of Participant's
participation in the Plan that cannot be satisfied by the means previously
described.  The Company may refuse to honor the vesting of the Performance
Shares and/or refuse to issue or deliver the Shares or the proceeds from the
sale of the Shares if Participant fails to comply with Participant's
obligations in connection with the Tax-Related Items.
ARTICLE III.
OTHER PROVISIONS
3.1         Nature of Grant.  In accepting the Performance Shares,
Participant understands, acknowledges, and agrees that:
(a)          the Plan is established voluntarily by the Company, it
is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time in accordance with its terms;
(b)          the grant of the Performance Shares is exceptional,
voluntary and occasional and does not create any contractual or other right to
receive future grants of Performance Shares, or benefits in lieu of
Performance Shares, even if Performance Shares have been granted in the past;
(c)          all decisions with respect to future Performance Share
or other grants, if any, will be at the sole discretion of the Administrator;
(d)          the Performance Share grant and participation in the
Plan shall not create a right to employment or be interpreted as forming or
amending an employment or service contract with the Company, the Employer, or
any other Subsidiary and shall not interfere with the ability of the Company,
the Employer or any other Subsidiary, as applicable, to terminate
Participant's employment or service relationship (if any) at any time with or
without cause;
(e)          Participant is voluntarily participating in the Plan;
(f)           the Performance Shares and any Shares acquired under
the Plan, and the income from and value of same, are not intended to replace
any pension rights or compensation;
(g)          the Performance Shares and any Shares acquired under
the Plan, and the income from and value of same, are not part of normal or
expected compensation for purposes of calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, bonuses,
long-service awards, pension or retirement benefits, welfare benefits or other
similar payments;
(h)          the future value of the Shares underlying the
Performance Shares is unknown, indeterminable and cannot be predicted with
certainty;
(i)           no claim or entitlement to compensation or damages
shall arise from forfeiture of the Performance Shares resulting from
Participant's Termination of Service (for any reason whatsoever, whether or
not later found to be invalid or in breach of employment laws in the
jurisdiction where Participant is employed or the terms of Participant's
employment agreement, if any);
(j)           for purposes of the Performance Shares, Termination
of Service will be deemed to have occurred as of the date Participant is no
longer actively providing services to the Company or any of its Subsidiaries
(regardless of the reason for such termination and whether or not later found
to be invalid or in breach of employment laws in the jurisdiction where
Participant is employed or the terms of Participant's employment agreement, if
any), and unless otherwise expressly provided in this Agreement or determined
by the Administrator, Participant's right to vest in the Performance Shares,
if any, will terminate as of such date and will not be extended by any notice
period (e.g., Participant's period of service would not include any
contractual notice period or any period of "garden leave" or similar period
mandated under employment laws in the jurisdiction where Participant is
employed or the terms of Participant's employment agreement, if any); the
Administrator shall have the exclusive discretion to determine when
Participant is no longer actively providing services for purposes of the
Performance Shares (including whether Participant may still be considered to
be providing services while on a leave of absence);
(k)          unless otherwise agreed with the Company, the
Performance Shares and the Shares underlying the Performance Shares, and the
income and value of same, are not granted as consideration for, or in
connection with, any services Participant may provide as a director of a
Subsidiary;
(l)           unless otherwise provided in the Plan or by the
Administrator, the Performance Shares and the benefits evidenced by this
Agreement do not create any entitlement to have the Performance Shares or any
such benefits transferred to, or assumed by, another company, nor to be
exchanged, cashed out or substituted for, in connection with any corporate
transaction affecting the Common Stock;
(m)         the following provision shall not apply to Employees in
the State of California: In consideration of the grant of the Performance
Shares, and to the extent permitted by applicable law, Participant agrees not
to institute any claim against the Company, the Employer or any other
Subsidiary, to waive Participant's ability, if any, to bring such claim, and
release the Company, the Employer and any other Subsidiary from any such
claim; if, notwithstanding the foregoing, any such claim is allowed by a court
of competent jurisdiction, then, by participating in the Plan, Participant
shall be deemed irrevocably to have agreed not to pursue such claim and agrees
to execute any and all documents necessary to request dismissal or withdrawal
of such claim; and
(n)          the following provisions apply if Participant is
providing services outside the United States:
(i)           the Performance Shares and any Shares acquired under
the Plan, and the income and value of same, are not part of normal or expected
compensation or salary for any purpose; and
(ii)          neither the Company, the Employer nor any other
Subsidiary shall be liable for any foreign exchange rate fluctuation between
Participant's local currency and the United States Dollar that may affect the
value of the Performance Shares or any amounts due to Participant pursuant to
the vesting of the Performance Shares or the subsequent sale of any Shares
acquired upon such vesting.
3.2         No Advice Regarding Grant.  The Company is not providing
any tax, legal or financial advice, nor is the Company making recommendations
regarding participation in the Plan, or Participant's acquisition or sale of
the underlying Shares.  Participant understands and agrees that Participant
should consult with Participant's own personal tax, legal and financial
advisors regarding participation in the Plan before taking any action related
to his or her Award(s).
3.3         Data Privacy.  Participant hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or
other form, of Participant's personal data as described in this Agreement and
any other Performance Share grant materials by and among, as applicable, the
Employer, the Company and its other Subsidiaries for the purpose of
implementing, administering and managing the Plan.
Participant understands that the Company and the Employer may hold certain
personal information about Participant, including, but not limited to,
Participant's name, home address, email address and telephone number, date of
birth, passport, social insurance number or other identification number,
salary, nationality, job title, any shares of stock or directorships held in
the Company, details of all stock options, Performance Shares or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested
or outstanding in Participant's favor ("Data"), for the purpose of
implementing, administering and managing the Plan.
Participant understands that Data will be transferred to Fidelity Investments,
or such other stock plan service provider as may be selected by the Company in
the future, which is assisting the Company with the implementation,
administration and management of the Plan.  Participant understands that the
recipients of the Data may be located in the United States or elsewhere, and
that the recipients' country (e.g., the United States) may have different data
privacy laws and protections than Participant's country.  Participant
understands that if Participant resides outside the United States Participant
may request a list with the names and addresses of any potential recipients of
the Data by contacting Participant's local human resources representative.
Participant authorizes the Company, Fidelity Investments and any other
possible recipients which may assist the Company (presently or in the future)
with implementing, administering and managing the Plan to receive, possess,
use, retain and transfer the Data, in electronic or other form, for the
purpose of implementing, administering and managing the Plan.  Participant
understands that Data will be held only as long as is necessary to implement,
administer and manage the Plan.  Participant understands that if Participant
resides outside the United States, Participant may, at any time, view Data,
request information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing Participant's local human
resources representative.  Further, Participant understands that Participant
is providing the consents herein on a purely voluntary basis.  If Participant
does not consent, or if Participant later seeks to revoke Participant's
consent, Participant's employment status or service with the Employer will not
be affected; the only consequence of refusing or withdrawing Participant's
consent is that the Company may not be able to grant Performance Shares or
other equity awards to Participant or administer or maintain such awards.
Therefore, Participant understands that refusing or withdrawing Participant's
consent may affect Participant's ability to participate in the Plan.  For
more information on the consequences of Participant's refusal to consent or
withdrawal of consent, Participant understands that Participant may contact
Participant's local human resources representative.
 
3.4        Transferability. The Performance Shares are not
transferable, except by will or the laws of descent and distribution or as
permitted by the Administrator in accordance with the terms of the Plan.
3.5        Adjustments.  Participant acknowledges that the
Performance Shares, the Shares subject to the Performance Shares and the
Dividend Equivalents are subject to adjustment, modification and termination
in certain events as provided in this Agreement and the Plan.
3.6        Defined Terms; Titles.  Capitalized terms not defined in
this Agreement have the meanings given to them in the Plan. Titles are
provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.
3.7        Conformity to Applicable Laws.  Participant acknowledges
that the Plan and this Agreement are intended to conform to the extent
necessary with all Applicable Laws and, to the extent Applicable Laws permit,
will be deemed amended as necessary to conform to Applicable Laws.
3.8        Successors and Assigns.  The Company may assign any of its
rights under this Agreement to single or multiple assignees, and this
Agreement will inure to the benefit of the successors and assigns of the
Company.  Subject to the transfer provisions set forth in the Plan, this
Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
3.9        Entire Agreement and Imposition of Other Terms.  The Plan,
this Agreement (including all exhibits and appendices hereto) and any valid
deferral 

- More to follow, for following part double click  ID:nRSM6597Ee                                          $        7,685           $  7,810      $        8,172        $  7,990    $  31,657    
 Cost of sales                                                                   3,869              4,007               4,045           4,080       16,001    
 Net income including noncontrolling interest                                    1,326              1,585               1,433           525         4,869     
 Net income attributable to 3M                                                   1,323              1,583               1,429           523         4,858     
 Earnings per share attributable to 3M common shareholders - basic               2.21               2.65                2.39            0.88        8.13      
 Earnings per share attributable to 3M common shareholders - diluted             2.16               2.58                2.33            0.85        7.93      
 
 
                                                                                                                                                              
 (Millions, except per-share amounts)                                   First           Second      Third      Fourth          Year     
 2016                                                                   Quarter         Quarter     Quarter    Quarter         2016     
 Net sales                                                              $        7,409           $  7,662      $        7,709        $  7,329    $  30,109    
 Cost of sales                                                                   3,678              3,799               3,847           3,716       15,040    
 Net income including noncontrolling interest                                    1,278              1,293               1,331           1,156       5,058     
 Net income attributable to 3M                                                   1,275              1,291               1,329           1,155       5,050     
 Earnings per share attributable to 3M common shareholders - basic               2.10               2.13                2.20            1.93        8.35      
 Earnings per share attributable to 3M common shareholders - diluted             2.05               2.08                2.15            1.88        8.16      
 
 
Gross profit is calculated as net sales minus cost of sales. Fourth quarter and year 2017 were impacted by the enactment of
the Tax Cuts and Jobs Act in December 2017, which reduced net income by $762 million and reduced diluted earnings per share
by $1.25 in the fourth quarter and $1.24 for year 2017. Refer to Note 9 for additional details. 
 
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 
 
None. 
 
Item 9A. Controls and Procedures. 
 
a. The Company carried out an evaluation, under the supervision and with the participation of its management, including the
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's
"disclosure controls and procedures" (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by
this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective. 
 
b. The Company's management is responsible for establishing and maintaining an adequate system of internal control over
financial reporting, as defined in the Exchange Act Rule 13a-15(f). Management conducted an assessment of the Company's
internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations
of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on the assessment, management concluded
that, as of December 31, 2017, the Company's internal control over financial reporting is effective. Management's
assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2017 excluded
Scott Safety, which was acquired by the Company in October 2017 in a purchase business combination. Scott Safety is a
wholly-owned subsidiary whose total assets and total net sales represented less than 1 percent of the Company's
consolidated financial statement amounts as of and for the year ended December 31, 2017. Companies are allowed to exclude
acquisitions from their assessment of internal control over financial reporting during the first year of acquisition while
integrating the acquired company under guidelines established by the Securities and Exchange Commission. The Company's
internal control over financial reporting as of December 31, 2017 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report which is included herein, which expresses an
unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of December 31,
2017. 
 
c. There was no change in the Company's internal control over financial reporting that occurred during the Company's most
recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting. 
 
The Company is implementing an enterprise resource planning ("ERP") system on a worldwide basis, which is expected to
improve the efficiency of certain financial and related transaction processes. The gradual implementation is expected to
occur in phases over the next several years. The implementation of a worldwide ERP system will likely affect the processes
that constitute our internal control over financial reporting and will require testing for effectiveness. 
 
The Company completed implementation with respect to elements of certain processes/sub-processes in limited
subsidiaries/locations and will continue to roll-out the ERP system over the next several years. As with any new
information technology application we implement, this application, along with the internal controls over financial
reporting included in this process, was appropriately considered within the testing for effectiveness with respect to the
implementation in these instances. We concluded, as part of our evaluation described in the above paragraphs, that the
implementation of ERP in these circumstances has not materially affected our internal control over financial reporting. 
 
Item 9B. Other Information. 
 
None. 
 
PART III 
 
Documents Incorporated by Reference 
 
In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company's definitive proxy statement (to be filed
pursuant to Regulation 14A within 120 days after Registrant's fiscal year-end of December 31, 2017) for its annual meeting
to be held on May 8, 2018, are incorporated by reference in this Form 10-K. 
 
Item 10. Directors, Executive Officers and Corporate Governance. 
 
The information relating to directors and nominees of 3M is set forth under the caption "Proposal No. 1" in 3M's proxy
statement for its annual meeting of stockholders to be held on May 8, 2018 ("3M Proxy Statement") and is incorporated by
reference herein. Information about executive officers is included in Item 1 of this Annual Report on Form 10-K. The
information required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions "Section
16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance At 3M  - Board Membership Criteria -
Identification, Evaluation, and Selection of Nominees,," "-Nominees Proposed By Stockholders,"  "-Stockholder Nominations",
"-Proxy Access Nominations" and "-Role of the Nominating and Governance Committee"  and "Corporate Governance At 3M --
Board Committees - Audit Committee" of the 3M Proxy Statement and such information is incorporated by reference herein. 
 
Code of Ethics. All of our employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting
Officer and Controller, are required to abide by 3M's long-standing business conduct policies to ensure that our business
is conducted in a consistently legal and ethical manner. 3M has posted the text of such code of ethics on its website
(http://www.3M.com/businessconduct). At the same website, any future amendments to the code of ethics will also be posted.
Any person may request a copy of the code of ethics, at no cost, by writing to us at the following address: 
 
                                                             
 3M Company                                                  
 3M Center, Building 220-11W-09                              
 St. Paul, MN  55144-1000                                    
 Attention: Vice President, Compliance and Business Conduct  
 
 
Item 11. Executive Compensation. 
 
The information required by Item 402 of Regulation S-K is contained under the captions "Executive Compensation" (excluding
the information under the caption "- Compensation Committee Report") and "Director Compensation and Stock Ownership
Guidelines" of the 3M Proxy Statement. Such information is incorporated by reference. 
 
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is contained in the "Executive Compensation"
section under the captions "Compensation Committee Report" and "Compensation Committee Interlocks and Insider
Participation" of the 3M Proxy Statement. Such information (other than the Compensation Committee Report, which shall not
be deemed to be "filed") is incorporated by reference. 
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 
 
The information relating to security ownership of certain beneficial owners and management is set forth under the
designation "Security Ownership of Management" and "Security Ownership of Certain Beneficial Owners" in the 3M Proxy
Statement and such information is incorporated by reference herein. 
 
Equity compensation plans information as of December 31, 2017 follows: 
 
Equity Compensation Plans Information (1) 
 
                                                                                                                                                 
                                                           A                    B                         C                                    
                                                           Number of            Weighted-                 Number of securities                 
                                                           securities to be     average exercise          remaining available for              
                                                           issued upon          price of                  future issuance under                
                                                           exercise of          outstanding               equity compensation                  
                                                           outstanding          options,                  plans (excluding                     
                                                           options, warrants    warrants and              securities reflected in              
 Plan Category                                             and rights           rights                    column (A))                          
                                                                                                                                                 
 Equity compensation plans approved by security holders                                                                                          
 Stock options                                             34,965,164           $                 125.73                           -             
 Restricted stock units                                    1,993,806                                                               -             
 Performance shares                                        685,873                                                                 -             
 Non-employee director deferred stock units                240,101                                                                 -             
 Total                                                     37,884,944                                                              30,125,144    
 Employee stock purchase plan                              -                                                                       26,239,152    
 Subtotal                                                  37,884,944                                                              56,364,296    
 Total                                                     37,884,944                                                              56,364,296    
 
 
(1)   In column B, the weighted-average exercise price is only applicable to stock options. In column C, the number of
securities remaining available for future issuance for stock options, restricted stock units, and stock awards for
non-employee directors is approved in total and not individually with respect to these items. 
 
Item 13. Certain Relationships and Related Transactions, and Director Independence. 
 
With respect to certain relationships and related transactions as set forth in Item 404 of Regulation S-K, no matters
require disclosure with respect to transactions with related persons. The information required by Item 404(b) and Item
407(a) of Regulation S-K is contained under the section "Corporate Governance at 3M" under the captions "Director
Independence" and "Related Person Transaction Policy and Procedures" of the 3M Proxy Statement and such information is
incorporated by reference herein. 
 
Item 14. Principal Accounting Fees and Services. 
 
The information relating to principal accounting fees and services is set forth in the section entitled "Audit Committee
Matters" under the designation "Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of the
Independent Accounting Firm" and "Fees of the Independent Accounting Firm" in the 3M Proxy Statement and such information
is incorporated by reference herein. 
 
PART IV 
 
Item 15. Exhibits, Financial Statement Schedules. 
 
(a) (1) Financial Statements. The consolidated financial statements filed as part of this report are listed in the index to
financial statements at the beginning of this document. 
 
(a) (2) Financial Statement Schedules. Financial statement schedules are omitted because of the absence of the conditions
under which they are required or because the required information is included in the Consolidated Financial Statements or
the notes thereto. The financial statements of unconsolidated subsidiaries are omitted because, considered in the
aggregate, they would not constitute a significant subsidiary. 
 
(a) (3) Exhibits. The exhibits are either filed with this report or incorporated by reference into this report. Exhibit
numbers 10.1 through 10.26 are management contracts or compensatory plans or arrangements. See (b) Exhibits, which follow. 
 
(b) Exhibits. 
 
(3)    Articles of Incorporation and bylaws 
 
                                                                                                                                                   
 (3.1)  Certificate of incorporation, as amended as of December 4, 2017, is incorporated by reference from our Form 8-K dated December 7, 2017.    
 (3.2)  Amended and Restated Bylaws, as adopted as of November 10, 2015, are incorporated by reference from our Form 8-K dated November 10, 2015.  
 
 
(4)    Instruments defining the rights of security holders, including indentures: 
 
                                                                                                                                                                                                                                                                                                                                      
 (4.1)  Indenture, dated as of November 17, 2000, between 3M and The Bank of New York Mellon Trust Company, N.A., as successor trustee, with respect to 3M's senior debt securities, is incorporated by reference from our Form 8-K dated December 7, 2000.                                                                           
 (4.2)  First Supplemental Indenture, dated as of July 29, 2011, to Indenture dated as of November 17, 2000, between 3M and The Bank of New York Mellon Trust Company, N.A., as successor trustee, with respect to 3M's senior debt securities, is incorporated by reference from our Form 10-Q for the quarter ended June 30, 2011.  
 
 
(10)         Material contracts and management compensation plans and arrangements: 
 
                                                                                                                                                                                                                                                                     
 (10.1)   3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016.                                                                                                                                                
 (10.2)   Form of Stock Option Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016.                                                                                                 
 (10.3)   Form of Stock Appreciation Right Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016.                                                                                     
 (10.4)   Form of Restricted Stock Unit Award Agreement under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 12, 2016.                                                                                        
 (10.5)   Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan prior to February 5, 2018, is incorporated by reference from our Form 8-K dated May 12, 2016.                            
 (10.6)   Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 5, 2018 is filed herewith.                                                                          
 (10.7)   3M 2008 Long-Term Incentive Plan (including amendments through February 2, 2016) is incorporated by reference from our Form 10-K for the year ended December 31, 2015.                                                                                     
 (10.8)   Form of Agreement for Stock Option Grants to Executive Officers under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 8-K dated May 13, 2008.                                                                                  
 (10.9)   Form of Stock Option Agreement for options granted to Executive Officers under the 3M 2008 Long-Term Incentive Plan, commencing February 9, 2010, is incorporated by reference from our Form 10-K for the year ended December 31, 2009.                    
 (10.10)  Form of Restricted Stock Unit Agreement for restricted stock units granted to Executive Officers under the 3M Long-Term Incentive Plan, effective February 9, 2010, is incorporated by reference from our Form 10-K for the year ended December 31, 2009.  
 (10.11)  Form of Online Grant Agreement for performance share awards granted under the 3M 2008 Long-Term Incentive Plan with a performance period ending on or after December 31, 2017 is filed herewith.                                                           
 (10.12)  Form of Stock Option Agreement for U.S. Employees under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2008.                                                                             
 (10.13)  Form of Restricted Stock Unit Agreement for U.S. Employees under 3M 2008 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2008.                                                                    
 (10.14)  Amended and Restated 3M VIP Excess Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2016.                                                                                                                              
 (10.15)  Amended and Restated 3M VIP (Voluntary Investment Plan) Plus Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2016.                                                                                                    
 (10.16)  3M Deferred Compensation Excess Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2009.                                                                                                                                 
 (10.17)  3M Performance Awards Deferred Compensation Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2009.                                                                                                                     
 (10.18)  3M Executive Annual Incentive Plan is incorporated by reference from our Form 8-K dated May 14, 2007.                                                                                                                                                      
 (10.19)  3M Compensation Plan for Non-Employee Directors, as amended, through November 8, 2004, is incorporated by reference from our Form 10-K for the year ended December 31, 2004.                                                                               
 (10.20)  Amendment of 3M Compensation Plan for Non-Employee Directors is incorporated by reference from our Form 8-K dated November 14, 2008.                                                                                                                       
 (10.21)  Amendment of 3M Compensation Plan for Non-Employee Directors as of August 12, 2013, is incorporated by reference from our Form 10-Q for the quarter ended September 30, 2013.                                                                              
 (10.22)  3M Executive Life Insurance Plan, as amended, is filed herewith.                                                                                                                                                                                           
 (10.23)  Policy on Reimbursement of Incentive Payments (effective May 11, 2010) is incorporated by reference from our Form 10-Q for the quarter ended June 30, 2010.                                                                                                
 (10.24)  Amended and Restated 3M Nonqualified Pension Plan I is incorporated by reference from our Form 10-K for the year ended December 31, 2016.                                                                                                                  
 (10.25)  Amended and Restated 3M Nonqualified Pension Plan II is incorporated by reference from our Form 10-K for the year ended December 31, 2016.                                                                                                                 
 (10.26)  Amended and Restated 3M Nonqualified Pension Plan III is incorporated by reference from our Form 10-K for the year ended December 31, 2016.                                                                                                                
 3        Policy on Reimbursement of Incentive Compensation (effective May 11, 2010) is incorporated by reference from our Form 10-Q dated August 4, 2010.                                                                                                           
 (10.27)  Amended and restated five-year credit agreement as of March 9, 2016, is incorporated by reference from our Form 8-K dated March 11, 2016.                                                                                                                  
 (10.28)  Registration Rights Agreement as of August 4, 2009, between 3M Company and State Street Bank and Trust Company as Independent Fiduciary of the 3M Employee Retirement Income Plan, is incorporated by reference from our Form 8-K dated August 5, 2009.    
 
 
Filed herewith, in addition to items, if any, specifically identified above: 
 
                                                                                                                                             
 (12)       Calculation of ratio of earnings to fixed charges.                                                                               
 (21)       Subsidiaries of the Registrant.                                                                                                  
 (23)       Consent of independent registered public accounting firm.                                                                        
 (24)       Power of attorney.                                                                                                               
 (31.1)     Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.  
 (31.2)     Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.  
 (32.1)     Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.  
 (32.2)     Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.  
 (95)       Mine Safety Disclosures.                                                                                                         
 (101.INS)  XBRL Instance Document.                                                                                                          
 (101.SCH)  XBRL Taxonomy Extension Schema Document.                                                                                         
 (101.CAL)  XBRL Taxonomy Extension Calculation Linkbase Document.                                                                           
 (101.DEF)  XBRL Taxonomy Extension Definition Linkbase Document.                                                                            
 (101.LAB)  XBRL Taxonomy Extension Label Linkbase Document.                                                                                 
 (101.PRE)  XBRL Taxonomy Extension Presentation Linkbase Document.                                                                          
 
 
Item 16. Form 10-K Summary. 
 
A Form 10-K summary is provided at the beginning of this document, with hyperlinked cross-references. This allows users to
easily locate the corresponding items in Form 10-K, where the disclosure is fully presented. The summary does not include
certain Part III information that is incorporated by reference from a future proxy statement filing. 
 
SIGNATURES 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
 
                                                                                
 3M COMPANY                                         
                                                    
 By                                                 /s/  Nicholas C. Gangestad  
                                                    Nicholas C. Gangestad,      
 Senior Vice President and Chief Financial Officer  
 (Principal Financial Officer)                      
 February 8, 2018                                   
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities indicated on February 8, 2018. 
 
                                                                                              
 Signature                 Title                                                              
 Inge G. Thulin            Chairman of the Board, President and Chief Executive Officer       
                           (Principal Executive Officer and Director)                         
 Ippocratis Vrohidis       Vice President, Corporate Controller and Chief Accounting Officer  
                           (Principal Accounting Officer)                                     
 Sondra L. Barbour         Director                                                           
 Thomas K. Brown           Director                                                           
 Vance D. Coffman          Director                                                           
 David B. Dillon           Director                                                           
 Michael L. Eskew          Director                                                           
 Herbert L. Henkel         Director                                                           
 Amy E. HoodMuhtar Kent    DirectorDirector                                                   
 Edward M. Liddy           Director                                                           
 Gregory R. Page           Director                                                           
 Patricia A. Woertz        Director                                                           
 
 
Nicholas C. Gangestad, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly
executed by the other persons named, filed with the Securities and Exchange Commission on behalf of such other persons, all
in the capacities and on the date stated, such persons constituting a majority of the directors of the Company. 
 
                                                                     
 By                                       /s/ Nicholas C. Gangestad  
 Nicholas C. Gangestad, Attorney-in-Fact  
 
 
EXHIBIT 10.6 
 
3M COMPANY 
 
2016 LONG-TERM INCENTIVE PLAN 
 
PERFORMANCE SHARE AWARD AGREEMENT 
 
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. 
 
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
 Participant:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
 Grant Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
 Target Number of Performance Shares:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
 Performance Period:                                                                                                                                                                                                                                             _________, 20__ through _________, 20__ (the "Performance Period")                                                                                                                                                                                                                                                                                                                                                                  
 Vesting Schedule:                                                                                                                                                                                                                                               Subject to the terms and conditions of this Agreement and the Plan, the Performance Shares shall vest as set forth in the Vesting Appendix hereto.Except as provided in Sections 1.3 and 1.5 of this Performance Share Award Agreement, in the Vesting Appendix, the Global Appendix, or as otherwise provided by the Administrator, in no event shall the Performance Shares vest following Participant's Termination of Service.  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
 ELECTRONIC Acceptance of Award:By clicking on the "ACCEPT" box on the "Grant Terms and Agreement" page, you agree to be bound by the terms and conditions of this Agreement and the Plan.  You acknowledge that you have reviewed and fully understand all of   
 the provisions of this Agreement and the Plan, and have had the opportunity to obtain advice of counsel prior to accepting the grant of the Performance Shares pursuant to this Agreement.  You hereby agree to accept as binding, conclusive and final all     
 decisions or interpretations of the Administrator upon any questions arising under the Plan or relating to the Performance Shares.                                                                                                                              
 
 
ARTICLE I. 
 
AWARD; VESTING; FORFEITURE AND SETTLEMENT 
 
1.1        Performance Shares and Dividend Equivalents. 
 
(a)          This Award is expressed in terms of a Target Number of Performance Shares as set forth above (the "Target
Number of Performance Shares").  The actual number of Performance Shares that may be earned will depend on Participant's
continued service with the Company or any Subsidiary and the extent to which the performance goals established for the
Award are achieved.  Each Performance Share earned represents the right to receive one Share on the terms, and subject to
the conditions, set forth in this Agreement.  Participant will have no right to the distribution of any Shares until the
time (if ever) the Performance Shares have vested. 
 
(b)          The Company hereby grants to Participant, with respect to each Performance Share, a Dividend Equivalent for
ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and
prior to the date the applicable Performance Share is settled, forfeited or otherwise expires.  Each Dividend Equivalent
entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share.  The
Company will establish a separate Dividend Equivalent bookkeeping account (a "Dividend Equivalent Account") for each
Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date
with the amount of any such cash paid. 
 
1.2        Vesting; Forfeiture. 
 
(a)          The Performance Shares will vest according to the vesting schedule set forth in the Vesting Appendix (the
"Vesting Schedule").  Except as otherwise provided by the Administrator (or its delegate) or as provided for in the Plan or
this Agreement with respect to Participant's Termination of Service prior to the last day of the Performance Period by
reason of Participant's Retirement, death or Disability, the Performance Shares will immediately and automatically be
cancelled and forfeited as to any portion that is not vested as of Participant's Termination of Service to the extent such
Termination of Service occurs prior to the last day of the Performance Period.  In addition, the Performance Shares will
immediately and automatically be cancelled and forfeited (including any portion that is then vested) upon the execution of
a written determination by the Administrator or an authorized representative of the Company that Participant engaged in an
act of Misconduct (whether the execution of such written determination occurs before or after Participant's Termination of
Service). 
 
(b)          Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as
applicable, upon the vesting or forfeiture of the Performance Share with respect to which the Dividend Equivalent
(including the Dividend Equivalent Account) relates. 
 
1.3         Special Vesting Provisions.  Notwithstanding anything to the contrary in Section 1.2 or the Vesting Schedule,
the Performance Shares shall continue to vest, or vest on an accelerated basis, in the event of Participant's Termination
of Service prior to the last day of the Performance Period under the following circumstances: 
 
(a)          If Participant's Termination of Service occurs prior to the last day of the Performance Period by reason of
Participant's Retirement, the Performance Shares shall remain eligible to vest in accordance with the Vesting Schedule as
if Participant had not incurred a Termination of Service, subject to accelerated vesting pursuant to clause (c) of this
Section 1.3; provided, however, that the Target 
 
Number of Performance Shares shall be adjusted, effective as of Participant's Termination of Service, as follows: 
 
(i)           If Participant was appointed to the Executive Conference on or after January 1, 2006 and on or before
December 31, 2017, the Target Number of Performance Shares shall be adjusted to equal the product of (A) the Target Number
of Performance Shares, as in effect immediately prior to Participant's Termination of Service, and (B) a fraction, the
numerator of which equals the number of whole calendar months Participant provided services to the Company or any
Subsidiary during the Performance Period and the denominator of which equals the total number of months in the Performance
Period; or 
 
(ii)          If Participant was appointed to the Executive Conference before January 1, 2006 or after December 31, 2017,
the Target Number of Performance Shares shall be adjusted to equal the product of (A) the Target Number of Performance
Shares, as in effect immediately prior to Participant's Termination of Service, and (B) a fraction, the numerator of which
equals the number of consecutive three-month periods Participant provided services to the Company or any Subsidiary during
the first twelve months of the Performance Period and the denominator of which equals four. 
 
Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or
legal development in Participant's jurisdiction that likely would result in the favorable Retirement treatment that
otherwise would apply to the Performance Shares pursuant to this Section 1.3(a) being deemed unlawful and/or
discriminatory, then the Company will not apply this favorable Retirement treatment at the time of Participant's
Termination of Service and the Performance Shares will be treated as they would under the rules that otherwise would have
applied if Participant's Termination of Service did not qualify as a Retirement. 
 
(b)          If Participant's Termination of Service occurs by reason of Disability prior to the last day of the
Performance Period, the Performance Shares shall remain eligible to vest in accordance with the Vesting Schedule as if
Participant had not incurred a Termination of Service, subject to accelerated vesting pursuant to clause (c) of this
Section 1.3. 
 
(c)          If Participant's Termination of Service occurs by reason of death or Participant dies following the date of
Participant's Termination of Service by reason of Retirement or Disability, in each case prior to the last day of the
Performance Period, Participant shall vest in a number of Performance Shares equal to the lesser of (i) the Target Number
of Performance Shares, or (ii) such other number of Performance Shares determined by the Administrator, in its discretion. 
 
For purposes of this Article I, the term "Disability" shall have the meaning given to such term in Treasury Regulation
section 1.409A-3(i)(4). 
 
1.4        Settlement. 
 
(a)          Except as provided in Section 1.4(c), all of Participant's Performance Shares which are then vested, and any
related Dividend Equivalents (including any Dividend Equivalent Account balance), will be paid in Shares during the thirty
(30)-day period beginning with the earliest to occur of the following events: 
 
(i)           the Certification Date (as defined in the Vesting Appendix) (provided that in no event will Shares be issued
in settlement of Participant's Performance Shares pursuant to this clause 
 
(i) later than March 15 of the calendar year immediately following the completion of the Performance Period; 
 
(ii)           the date of Participant's death; or 
 
(iii)          the date of Participant's Termination of Service following a Change in Control of the Company (provided
that, if Participant is or will be eligible for Retirement at any time during the Performance Period, such Termination of
Service must constitute a "separation from service" from the Company (within the meaning of Section 409A(a)(2)(A)(i) of the
Code and Treasury Regulation Section 1.409A-1(h)).  Notwithstanding anything to the contrary in this Agreement or the Plan,
no Performance Shares or Dividend Equivalents shall be distributed to Participant pursuant to this Section 1.4(a)(iii)
during the six-month period following Participant's separation from service if the Company determines that distributing
such Performance Shares and Dividend Equivalents at the time or times indicated in this Agreement would be a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code.  If the distribution of any of Participant's Performance Shares
and Dividend Equivalents is delayed as a result of the previous sentence, then such Performance Shares and Dividend
Equivalents (including any Dividend Equivalent Account balance) shall be paid to Participant during the thirty (30)-day
period beginning on the first business day following the end of such six-month period (or such earlier date upon which such
Performance Shares and Dividend Equivalents can be distributed under Section 409A without resulting in a prohibited
distribution, including as a result of Participant's death). 
 
(b)          The number of Shares paid with respect to the Dividend Equivalents will equal the quotient, rounded to the
nearest one-thousandth of a Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share
on the Certification Date. 
 
(c)          If permitted by the Company and provided Participant makes a valid deferral election within the time period
specified by the Company in the deferral election form, then Participant may elect to change the timing of receipt of the
Shares otherwise distributable under Section 1.4(a). Any such deferral election must comply with the requirements of
Section 409A of the Code and the applicable Treasury Regulations or other guidance issued thereunder as well as any Plan
rules on deferrals and must be made on a form approved by the Company. To the extent made, any such deferral election will
be incorporated herein by this reference. 
 
(d)          Notwithstanding any provisions of this Agreement or the Plan to the contrary, the time of distribution of the
Performance Shares and the Dividend Equivalents under this Agreement may not be changed except as may be permitted by the
Administrator in accordance with Section 409A and the applicable Treasury Regulations promulgated thereunder. 
 
1.5        Effect of Change in Control. Notwithstanding anything to the contrary in the Vesting Schedule or Sections 1.2
and 1.3, in the event of Participant's Termination of Service prior to the last day of the Performance Period (i) by the
Company or any Subsidiary other than as a result of Participant's Misconduct or (ii) by Participant for Good Reason, in
either case, within eighteen (18) months following a Change in Control of the Company, Participant shall vest in a number
of Performance Shares equal to the sum of: 
 
(a)          With respect to any calendar year(s) during the Performance Period that have ended prior to the date of such
Termination of Service, the Vesting Eligible Shares for such calendar year(s) as determined pursuant to the Vesting
Schedule; plus 
 
(b)          With respect to any calendar year(s) during the Performance Period that have not ended prior to the date of
such Termination of Service, the greatest of (i) the Performance Shares that would have been Vesting Eligible Shares for
such calendar year(s) if the Company's performance relative to the performance objectives for such calendar year(s) equaled
its actual performance during those calendar quarters completed during the calendar year in which such Participant's
Termination of Service occurs and prior to the date of such Termination of Service as set forth in the Vesting Schedule,
(ii) the Performance Shares that would have been Vesting Eligible Shares for such calendar year(s) if the Company's
performance relative to the performance objectives for the such calendar year(s) equaled its actual performance for the
three consecutive calendar year period ending immediately prior to the calendar year in which the Termination of Service
occurs, or (iii) such other number of Performance Shares determined by the Administrator, in its discretion; provided,
however, that the resulting number of Performance Shares under this Section 1.5 shall be prorated to reflect the number of
full calendar months during the Performance Period that elapsed prior to the date of Participant's Termination of Service. 
 
For purposes of this Section 1.5, "Good Reason" means (i) a material diminution in Participant's position, authority,
duties or responsibilities as in effect immediately prior to the Change in Control of the Company, (ii) a material
diminution in Participant's base salary or annual planned cash compensation, or (iii) a material change in the geographic
location at which Participant is required to perform services for the Company or its Subsidiaries. 
 
ARTICLE II. 
 
TAXATION AND TAX WITHHOLDING 
 
2.1        Responsibility for Taxes. 
 
(a)          Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant's
employer (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax,
payment on account or other tax-related items related to Participant's participation in the Plan and legally applicable to
Participant or deemed by the Company or the Employer in its discretion to be an appropriate charge to Participant even if
legally applicable to the Company or the Employer ("Tax-Related Items") is and remains Participant's responsibility and may
exceed the amount actually withheld by the Company or the Employer.  Participant further acknowledges that the Company
and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Performance Shares, including, but not limited to, the grant or vesting of the
Performance Shares or any related Dividend Equivalents, the subsequent sale of Shares acquired upon vesting, and the
receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any
aspect of the Performance Shares to reduce or eliminate Participant's liability for Tax-Related Items or achieve any


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