REG - 3M Company - Annual Financial Report - Part 2 <Origin Href="QuoteRef">MMM.N</Origin> - Part 5
13/02/2018 07:05
- Part 5: For the preceding part double click ID:nRSM6597Ed
election made pursuant to Section 1.4(c) constitute the entire
agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the
subject matter hereof. Nonetheless, the Company reserves the right to impose
other requirements on Participant's participation in the Plan, on the
Performance Shares and on any Shares acquired under the Plan, to the extent
the Company determines it is necessary or advisable for legal or
administrative reasons, and to require Participant to sign any additional
agreements or undertakings that may be necessary to accomplish the
foregoing. In the event of any inconsistency between the Plan and this
Agreement, the terms of the Plan will control.
3.10 Severability. In the event that any provision of this
Agreement is held illegal or invalid, the provision will be severable from,
and the illegality or invalidity of the provision will not be construed to
have any effect on, the remaining provisions of this Agreement.
3.11 Waiver. Participant acknowledges that a waiver by the
Company of breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by Participant or any other person.
3.12 Limitation on Participant's Rights. Participation in the
Plan confers no rights or interests other than as herein provided. This
Agreement creates a contractual arrangement between the Company and
Participant only and shall not be construed as creating a trust for the
benefit of Participant. Neither the Plan nor any underlying program, in and
of itself, has any assets. Participant will have only the rights of a
general unsecured creditor of the Company with respect to amounts credited and
benefits payable, if any, with respect to the Performance Shares and Dividend
Equivalents, and rights no greater than the right to receive the Shares as a
general unsecured creditor with respect to the Performance Shares and Dividend
Equivalents, as and when settled pursuant to the terms hereof.
3.13 Electronic Delivery and Acceptance. The Company may, in its
sole discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. Participant hereby consents
to receive such documents by electronic delivery and agrees to participate in
the Plan through an on-line or electronic system established and maintained by
the Company or a third party designated by the Company.
3.14 Language. Participant acknowledges that he or she is
sufficiently proficient in English to understand the terms and conditions of
this Agreement. Furthermore, if Participant receives this Agreement or any
other document relating to the Plan translated into a language other than
English, and if the meaning of the translated version is different than the
English version, the English version will control.
3.15 Foreign Asset/Account and Exchange Control and Tax Reporting.
Participant acknowledges that, depending on Participant's country, Participant
may be subject to foreign asset/account, exchange control and/or tax reporting
requirements as a result of the acquisition, holding and/or transfer of Shares
(including dividends received or the proceeds arising from the sale of Shares)
derived from participation in the Plan, in, to and/or from a brokerage/bank
account or legal entity located outside Participant's country. The
Applicable Laws of Participant's country may require that Participant report
such accounts, assets, the balances therein, the value thereof and/or the
transactions related thereto to the applicable authorities in such country.
Participant acknowledges that Participant is responsible for ensuring
compliance with any applicable foreign asset/account, exchange control and tax
reporting requirements and should consult Participant's personal legal advisor
on these matters.
3.16 Insider Trading Restrictions/Market Abuse Laws. Participant
acknowledges that, depending on Participant's country, or broker's country, or
the country in which the Shares are listed, Participant may be subject to
insider trading restrictions and/or market abuse laws in applicable
jurisdictions, which may affect Participant's ability to, directly or
indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of
Shares or rights to Shares under the Plan during such times when Participant
is considered to have "inside information" regarding the Company (as defined
by the laws or regulations in the applicable jurisdictions or Participant's
country). Local insider trading laws and regulations may prohibit the
cancellation or amendment of orders placed by Participant before possessing
inside information. Furthermore, Participant understands that he or she may
be prohibited from (i) disclosing the inside information to any third party,
including fellow employees (other than on a "need to know" basis) and (ii)
"tipping" third parties or causing them to otherwise buy or sell securities.
Any restrictions under these laws or regulations are separate from and in
addition to any restrictions that may be imposed under any applicable insider
trading policy of the Company. Participant acknowledges that Participant is
responsible for ensuring compliance with any applicable restrictions and
should consult Participant's personal legal advisor on these matters.
3.17 Section 409A. The intent of the parties is that the payments
and benefits under this Agreement comply with or be exempt from Section 409A
and the regulations and guidance promulgated thereunder and, accordingly, to
the maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith. For purposes of Section 409A, each payment that
Participant may be eligible to receive under this Agreement shall be treated
as a separate and distinct payment.
3.18 Appendices. Notwithstanding any provisions in this
Performance Share Award Agreement, the Performance Shares and Dividend
Equivalents shall be subject to any special terms and conditions set forth in
the Vesting Appendix and the Global Appendix. Specifically, in the event
Participant resides or relocates to one of the countries included in the
Global Appendix, the terms and conditions for such country will apply to
Participant to the extent the Company determines that the application of such
terms and conditions is necessary or advisable for legal or administrative
reasons. The Vesting Appendix and the Global Appendix constitute a part of
this Performance Share Award Agreement.
3.19 Governing Law and Venue. This Agreement and the Performance
Shares and the Dividend Equivalents will be governed by and interpreted in
accordance with the laws of the State of Delaware, disregarding the
choice-of-law principles of the State of Delaware and any other state
requiring the application of a jurisdiction's laws other than the State of
Delaware. For purposes of litigating any dispute concerning the grant of the
Performance Shares, the Dividend Equivalents or this Agreement, Participant
consents to the jurisdiction of the State of Minnesota and agrees that such
litigation shall be conducted exclusively in the courts of Ramsey County,
Minnesota, or the federal courts for the United States for the District of
Minnesota, where this grant is made and/or to be performed.
* * * * *
Appendix A ("VESTING APPENDIX")
to
PERFORMANCE SHARE AWARD AGREEMENT
[Vesting terms to be determined at the time of grant.]
Appendix B ("Global aPPENDIX")
to
PERFORMANCE SHARE AWARD AGREEMENT
Certain capitalized terms used but not defined in this Global Appendix have
the meanings set forth in the Performance Share Award Agreement (the
"Agreement") or, if not defined therein, the Plan.
Terms and Conditions
This Global Appendix includes additional terms and conditions that govern the
Performance Shares granted to Participant under the Plan if Participant
resides and/or works in one of the countries listed below. If Participant is
a citizen or resident of a country other than the one in which Participant
resides and/or works, is considered a resident of another country for local
law purposes or transfers employment and/or residency between countries after
the Grant Date, the Company shall determine, in its sole discretion, to what
extent the terms and conditions contained herein shall apply to Participant.
Notifications
This Global Appendix also includes information regarding exchange controls and
certain other issues of which Participant should be aware with respect to
Participant's participation in the Plan. The information is based on the
securities, exchange control and other laws in effect in the respective
countries as of November 2017. Such laws are often complex and change
frequently. As a result, the Company strongly recommends that Participant
not rely on the information in this Global Appendix as the only source of
information relating to the consequences of Participant's participation in the
Plan because the information may become out of date in the future.
In addition, the information contained herein is general in nature and may not
apply to Participant's particular situation, and the Company is not in a
position to assure Participant of any particular result. Accordingly,
Participant is advised to seek appropriate professional advice as to how the
relevant laws in Participant's country may apply to Participant's situation.
Finally, if Participant is a citizen or resident of a country other than the
one in which Participant resides and/or works, is considered a resident of
another country for local law purposes or transfers employment and/or
residency to another country after the Grant Date, or, the information
contained herein may not be applicable to Participant.
[Country-specific terms to be determined at the time of grant.]
EXHIBIT 10.11
(PARTICIPANT NAME)
This On-line Grant Agreement (OGA) is intended to provide you with the number
of target performance shares actually assigned to you in connection with your
201__ Performance Share award and for you to acknowledge receipt of your
award. The number of target performance shares, (# OF SHARES GRANTED), was
calculated by dividing the target value of your Performance Share award by the
Grant Date Fair Value ($xx.xx) of the award on (GRANT DATE).
Performance Share awards issued under the Long-Term Incentive Plan (LTIP) are
a significant part of your total compensation as a 3M executive. Performance
Shares reward your leadership and commitment in managing 3M's business for
sustainability and improved results over time.
The 201__ award will compensate you for the results we achieve against
corporate financial goals over the three-year period 201__, 201__ and 201__.
The maximum payout will be 2 times the number of target performance shares
assigned to you at the time of the award.
Maximize the value of your Performance Shares
· The metrics used for Performance Shares have changed to these
four metrics: Organic Sales Volume Growth compared to the Worldwide Industrial
Production Index (IPI), Return on Invested Capital (ROIC), Free Cash Flow
Conversion and Earnings per Share Growth.
· Your 201__ individual performance rating was a factor in your
201__ award. Your Performance Shares award was adjusted based on your
performance rating and Leadership Behaviors score.
· The targets for 201__ align with the guidance range provided to
investors and with 3M's 201__ Operating Plan.
201__ Performance Share Payout Matrix:
For more information about the metrics and how Performance Share awards issued
under the LTIP Plan will work, please review the Performance Share information
on 3M Source.
Your 201__ award will be governed by the provisions of the LTIP plan document,
and will be paid out in March 201__ unless you elected to defer the payout
under the 3M Performance Awards Deferred Compensation Plan. If you are
either an L1 executive or a Section 16 Officer of the Company, your 201__
award is also subject to the Company's revised Policy on Reimbursement of
Incentive
Compensation under which the Company may, in certain circumstances described
in the Policy, require reimbursement of or otherwise recover compensation it
pays or provides to you.
By accepting the grant of this Performance Share award, you agree to all the
terms and conditions described in the LTIP plan document.
EXHIBIT 10.22
AMENDED AND RESTATED
3M EXECUTIVE LIFE INSURANCE PLAN
1. Purpose of the Plan
The purpose of the 3M Executive Life Insurance Plan is to provide those
executive employees who participate in the Plan with Company-funded insurance
coverage during employment and with the opportunity to continue their
insurance coverage after retirement (at the individual's expense) through 3M's
obtaining one or more life insurance policies on their behalf. The Plan is
designed to work together with 3M's Basic Life Insurance Plan and the
additional coverage offered by the 3M Employees' Benefits Trust Association to
afford participating executive employees the opportunity to obtain
comprehensive death benefit protection for their families and beneficiaries.
The actual amount of death benefit a Participant's Beneficiary may receive
from the policies purchased pursuant to this Plan will vary by such factors as
the Insurance Carrier's policy dividend crediting rate, time of retirement,
and the manner in which the Participant elects to maintain the policy or
policies after retirement, as well as other factors.
This document reflects the provisions of the Plan as amended through November
11, 2007. The initial effective date of this Plan was October 1, 1993.
2. Definitions
2.1 "Agreement" means the written instrument between an Employee
and the Company, wherein the Employee and the Company clarify the terms and
conditions under which Employee will participate in the Plan.
2.2 "Annual Premium' means the amount of consideration determined
by the Insurance Carrier and agreed upon by the Company for an Insurance
Policy issued under the Plan.
2.3 "Assignment" means the written document filed with the Plan
Administrator and the Insurance Carrier whereby a Participant assigns
ownership of an Insurance Policy to another person, entity or trust, subject
to the Company's rights as described in the respective Agreement (if
applicable) and the assignment included in such Agreement.
2.4 "Beneficiary" means the person(s) entitled to receive the
Participant Death Benefit under an Insurance Policy following the death of the
Participant.
2.5 "Company" means 3M Company, a Delaware corporation (also
referred to herein as "3M,"), its subsidiaries and affiliates, and its
successors or assigns.
2.6 "Compensation" means the amount of the Participant's planned
total cash compensation for a Participant who is a current Employee. For a
Participant who has retired from the Company but remains a Participant under
the Plan, Compensation means the Participant's approximate planned total cash
compensation in effect immediately prior to the time of retirement.
2.7 "Corporate Capital Interest" means the Insurance Policy's
cumulative Annual Premiums paid by the Company in respect of a Policy with
respect to which the Participant has entered into a split dollar insurance
agreement with the Company, as set forth in Section 6.2. The Corporate Capital
Interest shall be reduced by policy loans, if any (including any unpaid
interest thereon), taken by the Company. The actual amount of the Corporate
Capital Interest shall be determined by the Company, and such determination
shall be binding upon the Insurance Carrier and any person having an ownership
or beneficial interest in the Insurance Policy.
2.8 "Employee" means any person employed by the Company as a
member of its Executive Conference and who receives Compensation for personal
services rendered to the Company.
2.9 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
2.10 "Insurance Age" means the age of the insured according to the
Insurance Policy.
2.11 "Insurance Carrier" means the life insurance company or
companies selected by the Company to issue policies under or pursuant to the
Plan.
2.12 "Insurance Policy" means the life insurance policy, together
with additional policy benefits and riders, if any, issued by the Insurance
Carrier pursuant to the Plan. Except to the extent such defined terms are
inconsistent with defined terms under the Plan, insurance terms used herein
shall have the same meaning as in the Insurance Policy.
2.13 "Participant" means an Employee who has met and continues to
meet all the applicable eligibility requirements under the Plan.
2.14 "Participant Death Benefit" means any portion of the total death
benefit of an Insurance Policy which is above an amount equal to the Corporate
Capital Interest.
2.15 "Plan" means the 3M Executive Life Insurance Plan.
2.16 "Plan Administrator" means the person to whom the Company has
delegated the authority and responsibility for administering the Plan.
Unless and until changed by the Company, the Plan Administrator of the Plan
shall be 3M's Staff Vice President, Global Compensation and Benefits or her
successor.
2.17 "Termination of Service" means the Participant's ceasing his or
her employment with the Company for any reason, whether voluntarily or
involuntarily, including by reasons of retirement, disability or death. For
purposes of this Plan, a Termination of Service shall occur when a Participant
no longer meets all the applicable eligibility requirements under the Plan.
3. Administration And Interpretation Of The Plan
3.1. Plan Administrator. Except as otherwise provided in the
Plan, the Plan Administrator shall have control over the administration and
interpretation of the Plan, with all the powers necessary to carry out the
intent of the Plan. The Plan Administrator may adopt such rules and
regulations relating to the Plan as the Plan Administrator deems necessary or
advisable for the administration of the Plan. Any decisions, actions or
interpretations of any provision of the Plan made by the Plan Administrator
shall be made in its sole discretion, need not be uniformly applied to
similarly situated individuals, and shall be final, binding and conclusive on
all persons interested in the Plan. The Plan Administrator may delegate
administrative responsibilities to advisors or other persons and may rely upon
the information or opinions of legal counsel or experts selected to render
advice with respect to the Plan.
3.2. Insurance Carrier. The Insurance Carrier shall be
responsible for all matters relating to any Insurance Policy. Not in
limitation, but in amplification of the foregoing, the Insurance Carrier shall
decide whether it will issue an Insurance Policy on the life of a Participant
who has otherwise met all of the Plan's eligibility requirements.
3.3. Plan Document Shall Control. In the event of any discrepancy
between any other documents, communication pieces or plan summaries prepared
pursuant to this Plan, other than the Insurance Policies, the plan document
shall control.
4. Eligibility and Participation
To become and continue to remain a Participant in the Plan, an Employee must
meet all of the following requirements:
a) Be nominated to participate in the Plan by the Company;
b) Make an application to the Insurance Carrier in the manner
set by the Plan Administrator;
c) Meet the insurability requirements of the Insurance
Carrier and be issued an Insurance Policy; and
d) Sign all documents presented by the Plan Administrator
necessary or appropriate to carry out the intent of the Plan.
Since participation under the Plan involves the purchase of an Insurance
Policy, which is subject to the Employee's insurability, the Company does not
guarantee that each Employee nominated for participation will be able to
participate in the Plan.
5. Death Benefits
5.1 Amount of Benefits/Coverage. All of the benefits provided
under this Plan shall be provided exclusively through the Insurance Policies
purchased upon the lives of the Participants. While a Participant is
employed by the Company, the Insurance Policy or Policies purchased upon the
life of such Participant will be designed to provide a Participant Death
Benefit equal to approximately three (3) times the Participant's Compensation
(or in the case of those Participants who are senior executives of the
Company, approximately four (4) times the Participant's Compensation less the
amount of additional life insurance coverage available through the optional
life insurance benefit plans offered by the 3M Employees' Benefits Trust
Association, if such formula would produce a larger amount) less the amount of
such Participant's coverage under the 3M Basic Life Insurance Plan; provided,
however, that for a Participant who is not covered by the 3M Basic Life
Insurance Plan, their Insurance Policy or Policies shall be designed to
provide a Participant Death Benefit equal to approximately two (2) times the
Participant's Compensation. Following retirement from employment with the
Company, the Insurance Policy or Policies purchased upon the life of each
Participant whose participation in this Plan began prior to September 1, 2003
will be designed to provide a Participant Death Benefit equal to approximately
one and one-half (1.5) times the Participant's Compensation. Notwithstanding
the foregoing, the amount of a Participant's coverage under this Plan shall be
frozen and shall not thereafter increase in the event such Participant makes a
withdrawal from one or more of the Insurance Policies purchased upon his or
her life pursuant to this Plan.
5.2 Offset against Death Benefit. If the Company has
participated in the purchase of a single premium life insurance policy for
which the death benefits are payable to the Participant's Beneficiary, the
amount of available death proceeds under such policy will be used as an offset
when determining the policy amount under Section 5.1.
5.3 Payment of Death Benefit. Subject to the Company's right to
first recover its Corporate Capital Interest with respect to such Policy or
Policies (if applicable), the death benefit payable under the Plan following
the death of a Participant is the Participant Death Benefit payable under the
Insurance Policy or Policies insuring the life of such Participant. This
Participant Death Benefit shall be determined and paid by the Insurance
Carrier from the proceeds of the Insurance Policy or Policies upon submission
of acceptable proof of death and a claim for benefits. The Participant Death
Benefit payable to a Participant's Beneficiary shall be in accordance with the
terms of the Insurance Policy or Policies and the provisions of this Plan.
5.4 No Guarantee of Death Benefit. In the event that the death
proceeds payable under the Insurance Policy or Policies insuring the life of a
Participant exceeds the sum of the Company's Corporate Capital Interest (if
any) and the targeted Participant's Death Benefit under Section 5.1, the
excess death proceeds shall be paid to the Participant's Beneficiary. In the
event that the death proceeds payable under the Insurance Policy or Policies
insuring the life of a Participant are not sufficient to provide the targeted
Participant's Death Benefit under Section 5.1, the Company shall not be
obligated to make up or compensate the Participant's Beneficiary for any
deficiency.
5.5 Beneficiary Designation. The Participant Death Benefit is
payable to the Beneficiary or Beneficiaries designated by the Participant or
other owner of the Insurance Policy. If no such Beneficiary is designated, the
Beneficiary shall be the person or persons entitled to the death benefit under
the terms of the Insurance Policy or applicable state law, whichever governs.
5.6 Ownership of Insurance Policies;Assignment. Effective
January 1, 2008, each Insurance Policy purchased under this Plan shall be a
group term life insurance policy issued to the Company and/or the Plan.
Insurance Policies purchased under this Plan prior to January 1, 2008 were
initially owned by the Participant whose life was insured thereby. To secure
the repayment of the Company's Corporate Capital Interest (if applicable),
each Participant who has entered into a split dollar insurance agreement with
the Company shall assign such Policy to 3M as part of such Agreement. Subject
to the terms of such Insurance Policy and the Company's rights pursuant to
such assignment, each Participant shall have the right to assign any or all of
his or her interest in the Insurance Policy and the accompanying Agreement (if
applicable) to any person, entity, or trust, by signing and delivering to the
Plan Administrator and the Insurance Carrier a written Assignment in a form
mutually acceptable to the Plan Administrator and the Insurance Carrier.
5.7 Protective Provisions. If a Participant dies by suicide or
if it is determined a material misstatement was made in the Insurance Policy
Application, the applicable protective provisions of the Insurance Policy will
apply.
6. Contributions and Funding
6.1 Responsibility of the Participant.
(a) With Split Dollar - Each Participant who has entered into a split dollar
insurance agreement with the Company shall be responsible for contributing the
value of the "economic benefit" received as a result of his/her participation
in the Plan. The value of the "economic benefit" received under an Insurance
Policy issued pursuant to this Plan will be based on the lower of the Internal
Revenue Service's Table 2001 rates or the Insurance Carrier's published
premium rates available to all standard risks for initial issue one-year term
insurance in compliance with Revenue Rulings 66-110 and 67-154 issued by the
Internal Revenue Service. The Company will reimburse the Participant for
this contribution, but not for the amount of any income tax incurred by the
Participant as a result of his or her participation in the Plan. The
Participant shall be responsible for all income taxes incurred as a result of
his or her participation in the Plan.
(b) Without Split Dollar - Each other Participant shall be responsible only
for paying the income taxes incurred by such Participant as a result of his or
her participation in the Plan. No portion of the premiums payable on the
Insurance Policy or Policies insuring the life of a Participant shall be
payable by the Participant while the Company is obligated to pay such premiums
as described in Section 6.2 below.
6.2 Responsibility of Company. The Company shall be responsible
for the payment of all Annual Premiums payable with respect to each Insurance
Policy or Policies purchased under the Plan (a) for those Participants who
have entered into split dollar insurance agreements with the Company, while
the respective Agreement remains in effect, (b) for all other Participants
whose participation in this Plan began prior to September 1, 2003, during
their employment and for as long as necessary during their retirement, and (c)
for Participants whose participation in this Plan began on or after September
1, 2003, only during their employment. The Company shall, at its option, have
the authority to borrow against any Insurance Policy up to an amount not to
exceed the Corporate Capital Interest. However, the Company shall pay to the
Insurance Carrier no fewer than four Annual Premiums during the first seven
policy years of each Insurance Policy, and during this period the Company
shall not borrow an amount greater than the sum of three years' payments
described in this Section. All interest payments due as a result of such
borrowing shall be the responsibility of the Company. The Company reserves the
right to limit or adjust the amount of the premiums it will pay for an
Insurance Policy or Policies purchased under this Plan in the event that the
Participant covered by such Policy or Policies makes a withdrawal from one or
more of such Insurance Policies.
6.3 Termination of Agreement. Notwithstanding any other
provision in this Plan, the Agreement (if any) between the Company and each
Participant shall be terminated upon the occurrence of the first of the
following events:
a) The Insurance Policy's anniversary date on which the
Participant attains Insurance Age 65, except in certain circumstances where
the Company in its sole discretion deems it appropriate to extend the duration
of funding in order to sustain the prescribed death benefit. In no event may
the Agreement between the Company and a Participant be terminated as a result
of the occurrence of an event described in this Section 6.3(a) prior to the
15(th) anniversary of the issue date of the Insurance Policy.
b) The death of the Participant.
c) The Termination of Service of a Participant for any reason
other than the Participant's death prior to the Insurance Policy's anniversary
date on which the Participant attains Insurance Age 65.
In the event of a termination described in (a) above, the Company will be
entitled to recover from the Insurance Policy its Corporate Capital
Interest. Upon the Company's recovery of such Corporate Capital Interest,
the Participant or his or her assignee will be responsible for all future
premiums and the Company shall have no involvement whatsoever, direct or
indirect, in such Insurance Policy. The actual death benefit provided by
such Insurance Policy after such time may be greater than or less than the
targeted death benefits described in Section 5.1. In the event the Insurance
Policy does not provide the targeted Participant Death Benefit, the Company
shall not be obligated to make up or compensate the Participant's Beneficiary
for any deficiency.
In the event of a termination described in (b) above, the Company will be
entitled to recover from the death proceeds its Corporate Capital Interest and
the balance of the death proceeds will be paid to the Beneficiary under the
Insurance Policy. The actual death benefit provided by the Insurance Policy
may be greater than or less than the targeted death benefits described in
Section 5.1. In the event the Insurance Policy does not provide the targeted
Participant Death Benefit, the Company shall not be obligated to make up or
compensate the Participant's Beneficiary for any deficiency.
In the event of a termination described in (c) above, the Participant may
maintain the Insurance Policy by paying the Corporate Capital Interest to the
Company in accordance with the terms of the Agreement. Thereafter, the
Company shall have no involvement whatsoever, direct or indirect, in the
Insurance Policy. In the event the Participant decides not to maintain the
Insurance Policy, he/she shall execute any and all instruments that may be
required to transfer ownership of the Insurance Policy to the Company. The
Company shall have the right to maintain the Insurance Policy or dispose of
the Insurance Policy as it sees fit. The provisions of Section 6.3(c) shall
be subject to any applicable severance agreement between the Company and the
Participant.
7. Amendment and Termination of The Plan
7.1 Amendment. The Company may amend the Plan at any time;
provided, however, that no amendment shall adversely affect the rights of any
Participant or Beneficiary acquired under the terms of the Plan as in effect
prior to the amendment without the prior written consent of the Participant or
Beneficiary.
7.2 Termination. The Company reserves the sole right to
terminate the Plan at any time. In the event of the termination of the Plan,
each Participant whose participation in the Plan began prior to January 1,
2008 shall be entitled to retain any Insurance Policy or Policies insuring him
or her, reduced by the Corporate Capital Interest (if any) as of the date of
the termination of the Plan. Thereafter, the Participant will be responsible
for all future premiums and the Company shall have no involvement whatsoever,
direct or indirect, in such Insurance Policy or Policies.
8. Claim Procedure
All death benefits provided under the Plan are to be paid from the Insurance
Policies. The Company has adopted the claim procedure established by the
Insurance Carrier as the claim procedure for the Plan. The Beneficiary of
the proceeds of an Insurance Policy must file a claim for benefits with the
Insurance Carrier in whatever form the Insurance Carrier may reasonably
require. If the Insurance Carrier denies the claim, the Beneficiary who
wants to have that denial reviewed will have to follow the Insurance Carrier's
claims review procedure. The Company shall have no liability in the event an
Insurance Carrier denies a Beneficiary's claim for benefits.
9. Miscellaneous
9.1 Not a Contract of Employment. The terms and conditions of
this Plan shall not be deemed to constitute a contract of employment between
the Company and any Participant, and the Participants (or their Beneficiaries)
shall have no rights against the Company except as may otherwise be
specifically provided herein. Moreover, nothing in this Plan shall be deemed
to give any Participant the right to be retained as an Employee of the Company
or to interfere with the right of the Company to discipline or discharge such
Participant at any time for any reason whatsoever.
9.2 Taxes. The Company shall deduct from each Participant's
Compensation all applicable Federal or State taxes that may be required by law
to be withheld resulting from the Company's funding of the Insurance Policy
under the Plan.
9.3 Governing Law. Except where preempted by ERISA, the Plan
shall be construed and administered according to the laws of the State of
Minnesota.
9.4 Form of Communication. Any election, application, claim,
notice, or other communication required or permitted to be made by a
Participant to the Plan Administrator and/or the Insurance Carrier shall be
made in writing and in such form as the Plan Administrator and/or the
Insurance Carrier shall prescribe.
9.5 Agent for Service of Process. The Plan Administrator is
designated as the agent to receive service of legal process on behalf of the
Plan.
9.6 Rules of Construction. When appropriate, the singular as
used in this Plan shall include the plural, and vice-versa, and the masculine
shall include the feminine, and vice-versa.
EXHIBIT 12
3M COMPANY AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Millions)
Year Year Year Year Year
2017 2016 2015 2014 2013
EARNINGS
Income before income taxes $ 7,548 $ 7,053 $ 6,823 $ 7,026 $ 6,562
Add:
Amortization of capitalized interest 19 21 22 22 21
Total fixed charges (excluding capitalized interest) 339 298 250 246 248
Less:
Equity in undistributed income of equity method investments 11 9 5 (1) (1)
TOTAL EARNINGS $ 7,895 $ 7,363 $ 7,090 $ 7,295 $ 6,832
FIXED CHARGES
Interest expense (including capitalized interest and excluding expense on 238 208 162 159 166
early extinguishment of debt)
Portion of rent expense under operating leases representative of the interest 113 100 101 104 103
factor
TOTAL FIXED CHARGES $ 351 $ 308 $ 263 $ 263 $ 269
RATIO OF EARNINGS TO FIXED CHARGES 22.5 23.9 27.0 27.7 25.4
For purposes of calculating the ratio above:
Earnings is defined as income before income taxes, amortization of capitalized
interest, and fixed charges (less capitalized interest), excluding equity in
undistributed income of equity method investments. Fixed charges consist of
interest expense (including capitalized interest and excluding any expense
related to early extinguishment of debt) and approximately one-third of rent
expense under operating leases (considered representative of the interest
factor).
EXHIBIT 21
3M COMPANY AND CONSOLIDATED SUBSIDIARIES (PARENT AND SUBSIDIARIES)
AS OF DECEMBER 31, 2017
Name of Company Organized Under Law of
Registrant - 3M Company Delaware
Consolidated subsidiaries of the Registrant:
3M Financial Management Company Delaware
3M Innovative Properties Company Delaware
3M Occupational Safety LLC Delaware
3M Purification Inc. Delaware
Aearo Holding LLC Delaware
Aearo Intermediate LLC Delaware
Aearo LLC Delaware
Aearo Technologies LLC Delaware
Capital Safety North America Holdings Inc. Delaware
Capital Safety North America Intermediate Holdings LLC Delaware
Ceradyne, Inc. Delaware
Scott Technologies, Inc. Delaware
3M Unitek Corporation California
Meguiar's, Inc. California
3M Health Information Systems, Inc. Maryland
D B Industries, LLC Minnesota
3M Australia Pty. Ltd. Australia
3M Precision Grinding GmbH Austria
3M Belgium bvba/sprl Belgium
3M do Brasil Ltda. Brazil
3M Manaus Industria de Produtos Quimicos Ltda. Brazil
3M Canada Company - Compagnie 3M Canada Canada
Capital Safety Group Canada ULC Canada
3M China Limited China
3M International Trading (Shanghai) Co., Ltd. China
3M Investments (China) Co., Ltd. China
3M Material Technology (Suzhou) Co., Ltd. China
3M Specialty Materials (Shanghai) Co., Ltd. China
3M Asia Pacific UK Holding Ltd England
Capital Safety Global Holdings Limited England
3M Products Limited England
Capital Safety UK Holding Ltd England
3M Purification France
3M France S.A.S. France
Capital Safety Group EMEA France
Oldham S.A.S. France
3M Deutschland GmbH Germany
3M Real Estate GmbH & Co KG Germany
Dyneon GmbH Germany
3M Hong Kong Limited Hong Kong
3M India Limited India
3M ITALIA s.r.l. Italy
3M Japan Limited Japan
3M Japan Holdings G.K. Japan
Name of Company Organized Under Law of
3M Japan Products Limited Japan
3M Korea Ltd Korea
3M Asset Management S.a.r.l. Luxembourg
3M Global Capital S.a.r.l. Luxembourg
3M Mexico, Sociedad Anonima de Capital Variable Mexico
3M Asia Holding B.V. Netherlands
3M Global Acquisitions B.V. Netherlands
3M Holding Company B.V. Netherlands
3M Intermediate Acquisitions B.V. Netherlands
3M International Group B.V. Netherlands
3M International Holding B.V. Netherlands
3M International Investments B.V. Netherlands
3M West Europe B.V. Netherlands
3M Panama Pacifico S. de R.L Panama
3M Wroclaw spolka z ograniczona odpowiedzialnoscia Poland
3M Innovation Singapore Pte. Ltd. Singapore
3M Singapore Pte. Ltd. Singapore
3M Espana, S.L. Spain
3M Svenska Aktiebolag Sweden
3M EMEA GmbH Switzerland
3M Taiwan Limited Taiwan
3M Taiwan Optronics Corporation Taiwan
Alpha Beta Global Tapes and Adhesives Co., Ltd. Taiwan
3M Thailand Limited Thailand
3M UK Holdings Limited United Kingdom
3M United Kingdom Public Limited Company United Kingdom
Capital Safety Acquisitions Limited United Kingdom
Scott Health & Safety Limited United Kingdom
NOTE: Subsidiary companies excluded from the above listing, if considered in
the aggregate, would not constitute a significant subsidiary.
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Registration Nos. 333-30689, 333-30691, 333-44760,
333-73192, 333-101727, 333-109282, 333-128251, 333-130150, 333-151039,
333-156626, 333-156627, 333-166908, 333-181269, 333-181270, and 333-211431)
and Form S-3 (Registration Nos. 333-216219, 33-48089, 333-42660, and
333-109211) of 3M Company of our report dated February 8, 2018 relating to
the financial statements and the effectiveness of internal control over
financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 8, 2018
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned Directors and the Principal Executive, Principal
Financial and Principal Accounting Officers of 3M COMPANY, a Delaware
corporation (the "Company"), hereby constitute and appoint Inge G. Thulin,
Nicholas C. Gangestad, Gregg M. Larson, Ippocratis Vrohidis, Ivan K. Fong, and
Matthew J. Ginter, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full and several power of substitution and
resubstitution, for him or her and in his or her name, place and stead in any
and all capacities, to sign one or more Annual Reports for the Company's
fiscal year ended December 31, 2017, on Form 10-K under the Securities
Exchange Act of 1934, as amended, any amendments thereto, and all additional
amendments thereto, each in such form as they or any one of them may approve,
and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done so that such Annual Report or Annual Reports shall comply
with the Securities Exchange Act of 1934, as amended, and the applicable Rules
and Regulations adopted or issued pursuant thereto, as fully and to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitute or resubstitute, may lawfully do or cause to be done
by virtue hereof.
The undersigned have signed this Power of Attorney this 6th day of
February 2018.
/s/ Inge G. Thulin /s/ Nicholas C. Gangestad
Inge G. Thulin, Chairman of the Board, President and Chief Executive Officer Nicholas C. Gangestad, Senior Vice President and Chief Financial Officer
(Principal Executive Officer and Director) (Principal Financial Officer)
/s/ Sondra L. Barbour /s/ Ippocratis Vrohidis
Sondra L. Barbour, Director Ippocratis Vrohidis, Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Thomas K. Brown /s/ Amy E. Hood
Thomas K. Brown, Director Amy E. Hood, Director
/s/ Vance D. Coffman /s/ Muhtar Kent
Vance D. Coffman, Director Muhtar Kent, Director
/s/ David B. Dillon /s/ Edward M. Liddy
David B. Dillon, Director Edward M. Liddy, Director
/s/ Michael L. Eskew /s/ Gregory R. Page
Michael L. Eskew, Director Gregory R. Page, Director
/s/ Herbert L. Henkel /s/ Patricia A. Woertz
Herbert L. Henkel, Director Patricia A. Woertz, Director
EXHIBIT 31.1
SARBANES-OXLEY SECTION 302 CERTIFICATION
I, Inge G. Thulin, certify that:
1. I have reviewed this annual report on
Form 10-K of 3M Company;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the periods
presented in this report;
4. The Registrant's other certifying officer and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the Registrant's
internal control over financial reporting that occurred during the
Registrant's most recent fiscal quarter (the Registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal control over
financial reporting; and
5. The Registrant's other certifying officer and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant's auditors and the audit committee of
the Registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the Registrant's
internal control over financial reporting.
/s/ Inge G. Thulin
Inge G. Thulin
Chief Executive Officer
February 8, 2018
EXHIBIT 31.2
SARBANES-OXLEY SECTION 302 CERTIFICATION
I, Nicholas C. Gangestad, certify that:
1. I have reviewed this annual report on
Form 10-K of 3M Company;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the Registrant as of, and for, the periods
presented in this report;
4. The Registrant's other certifying officer and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the Registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the Registrant's
internal control over financial reporting that occurred during the
Registrant's most recent fiscal quarter (the Registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal control over
financial reporting; and
5. The Registrant's other certifying officer and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant's auditors and the audit committee of
the Registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the Registrant's
internal control over financial reporting.
/s/ Nicholas C. Gangestad
Nicholas C. Gangestad
Chief Financial Officer
February 8, 2018
EXHIBIT 32.1
SARBANES-OXLEY SECTION 906 CERTIFICATION
In connection with the Annual Report of 3M Company (the "Company") on
Form 10-K for the period ended December 31, 2017 as filed with the
Securities and Exchange Commission on the date hereof (the
"Report"), I, Inge G. Thulin, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Inge G. Thulin
Inge G. Thulin
Chief Executive Officer
February 8, 2018
EXHIBIT 32.2
SARBANES-OXLEY SECTION 906 CERTIFICATION
In connection with the Annual Report of 3M Company (the "Company") on
Form 10-K for the period ended December 31, 2017 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Nicholas C. Gangestad, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Nicholas C. Gangestad
Nicholas C. Gangestad
Chief Financial Officer
February 8, 2018
EXHIBIT 95
MINE SAFETY DISCLOSURES
For the year 2017, the Company has the following mine safety information to
report in accordance with Section 1503(a) of the Act, in connection with the
Pittsboro, North Carolina mine, the Little Rock, Arkansas mine, the Corona,
California mine, and the Wausau, Wisconsin mine (including Greystone Plant):
Received
Received Notice of
Total Dollar Value Notice of Potential to Aggregate
Mine or Operating Section of MSHA Total Number Pattern of Have Pattern Legal Actions Aggregate Legal Actions
Name/MSHA Section 104 Section 104(d) Section Section Assessments of Mining Violations Under Section Pending as of Legal Actions Resolved
Identification S&S Citations 104(b) Citations and 110(b)(2) 107(a) Proposed Related Under Section 104(e) Last Day of Initiated During During Period
Number (#) Orders (#) Orders (#) Violations (#) Orders (#) ($) Fatalities (#) 104(e) (yes/no) (yes/no) Period (#) Period (#) (#)
3M Pittsboro ID: 3102153 - - - - - $ - - No No -
3M Little Rock ID: 0300426 2 - - - - $ 5,775 - No No -
3M Corona Plant ID: 0400191 3 - - - - $ 5,795
- More to follow, for following part double click ID:nRSM6597Ef 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 election made pursuant to Section 1.4(c) constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the
subject matter hereof. Nonetheless, the Company reserves the right to impose other requirements on Participant's
participation in the Plan, on the Performance Shares and on any Shares acquired under the Plan, to the extent the Company
determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any
additional agreements or undertakings that may be necessary to accomplish the foregoing. In the event of any inconsistency
between the Plan and this Agreement, the terms of the Plan will control.
3.10 Severability. In the event that any provision of this Agreement is held illegal or invalid, the provision will
be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the
remaining provisions of this Agreement.
3.11 Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall
not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by
Participant or any other person.
3.12 Limitation on Participant's Rights. Participation in the Plan confers no rights or interests other than as
herein provided. This Agreement creates a contractual arrangement between the Company and Participant only and shall not
be construed as creating a trust for the benefit of Participant. Neither the Plan nor any underlying program, in and of
itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect
to amounts credited and benefits payable, if any, with respect to the Performance Shares and Dividend Equivalents, and
rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Performance
Shares and Dividend Equivalents, as and when settled pursuant to the terms hereof.
3.13 Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents
related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established
and maintained by the Company or a third party designated by the Company.
3.14 Language. Participant acknowledges that he or she is sufficiently proficient in English to understand the terms
and conditions of this Agreement. Furthermore, if Participant receives this Agreement or any other document relating to
the Plan translated into a language other than English, and if the meaning of the translated version is different than the
English version, the English version will control.
3.15 Foreign Asset/Account and Exchange Control and Tax Reporting. Participant acknowledges that, depending on
Participant's country, Participant may be subject to foreign asset/account, exchange control and/or tax reporting
requirements as a result of the acquisition, holding and/or transfer of Shares (including dividends received or the
proceeds arising from the sale of Shares) derived from participation in the Plan, in, to and/or from a brokerage/bank
account or legal entity located outside Participant's country. The Applicable Laws of Participant's country may require
that Participant report such accounts, assets, the balances therein, the value thereof and/or the transactions related
thereto to the applicable authorities in such country. Participant acknowledges that Participant is responsible for
ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should
consult Participant's personal legal advisor on these matters.
3.16 Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant's
country, or broker's country, or the country in which the Shares are listed, Participant may be subject to insider trading
restrictions and/or market abuse laws in applicable jurisdictions, which may affect Participant's ability to, directly or
indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of Shares or rights to Shares under the Plan
during such times when Participant is considered to have "inside information" regarding the Company (as defined by the laws
or regulations in the applicable jurisdictions or Participant's country). Local insider trading laws and regulations may
prohibit the cancellation or amendment of orders placed by Participant before possessing inside information. Furthermore,
Participant understands that he or she may be prohibited from (i) disclosing the inside information to any third party,
including fellow employees (other than on a "need to know" basis) and (ii) "tipping" third parties or causing them to
otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any
restrictions that may be imposed under any applicable insider trading policy of the Company. Participant acknowledges that
Participant is responsible for ensuring compliance with any applicable restrictions and should consult Participant's
personal legal advisor on these matters.
3.17 Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with or be
exempt from Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent
permitted, this Agreement shall be interpreted to be in compliance therewith. For purposes of Section 409A, each payment
that Participant may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.
3.18 Appendices. Notwithstanding any provisions in this Performance Share Award Agreement, the Performance Shares and
Dividend Equivalents shall be subject to any special terms and conditions set forth in the Vesting Appendix and the Global
Appendix. Specifically, in the event Participant resides or relocates to one of the countries included in the Global
Appendix, the terms and conditions for such country will apply to Participant to the extent the Company determines that the
application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Vesting
Appendix and the Global Appendix constitute a part of this Performance Share Award Agreement.
3.19 Governing Law and Venue. This Agreement and the Performance Shares and the Dividend Equivalents will be governed
by and interpreted in accordance with the laws of the State of Delaware, disregarding the choice-of-law principles of the
State of Delaware and any other state requiring the application of a jurisdiction's laws other than the State of Delaware.
For purposes of litigating any dispute concerning the grant of the Performance Shares, the Dividend Equivalents or this
Agreement, Participant consents to the jurisdiction of the State of Minnesota and agrees that such litigation shall be
conducted exclusively in the courts of Ramsey County, Minnesota, or the federal courts for the United States for the
District of Minnesota, where this grant is made and/or to be performed.
* * * * *
Appendix A ("VESTING APPENDIX")
to
PERFORMANCE SHARE AWARD AGREEMENT
[Vesting terms to be determined at the time of grant.]
Appendix B ("Global aPPENDIX")
to
PERFORMANCE SHARE AWARD AGREEMENT
Certain capitalized terms used but not defined in this Global Appendix have the meanings set forth in the Performance Share
Award Agreement (the "Agreement") or, if not defined therein, the Plan.
Terms and Conditions
This Global Appendix includes additional terms and conditions that govern the Performance Shares granted to Participant
under the Plan if Participant resides and/or works in one of the countries listed below. If Participant is a citizen or
resident of a country other than the one in which Participant resides and/or works, is considered a resident of another
country for local law purposes or transfers employment and/or residency between countries after the Grant Date, the Company
shall determine, in its sole discretion, to what extent the terms and conditions contained herein shall apply to
Participant.
Notifications
This Global Appendix also includes information regarding exchange controls and certain other issues of which Participant
should be aware with respect to Participant's participation in the Plan. The information is based on the securities,
exchange control and other laws in effect in the respective countries as of November 2017. Such laws are often complex and
change frequently. As a result, the Company strongly recommends that Participant not rely on the information in this
Global Appendix as the only source of information relating to the consequences of Participant's participation in the Plan
because the information may become out of date in the future.
In addition, the information contained herein is general in nature and may not apply to Participant's particular situation,
and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised
to seek appropriate professional advice as to how the relevant laws in Participant's country may apply to Participant's
situation.
Finally, if Participant is a citizen or resident of a country other than the one in which Participant resides and/or works,
is considered a resident of another country for local law purposes or transfers employment and/or residency to another
country after the Grant Date, or, the information contained herein may not be applicable to Participant.
[Country-specific terms to be determined at the time of grant.]
EXHIBIT 10.11
(PARTICIPANT NAME)
This On-line Grant Agreement (OGA) is intended to provide you with the number of target performance shares actually
assigned to you in connection with your 201__ Performance Share award and for you to acknowledge receipt of your award.
The number of target performance shares, (# OF SHARES GRANTED), was calculated by dividing the target value of your
Performance Share award by the Grant Date Fair Value ($xx.xx) of the award on (GRANT DATE).
Performance Share awards issued under the Long-Term Incentive Plan (LTIP) are a significant part of your total compensation
as a 3M executive. Performance Shares reward your leadership and commitment in managing 3M's business for sustainability
and improved results over time.
The 201__ award will compensate you for the results we achieve against corporate financial goals over the three-year period
201__, 201__ and 201__. The maximum payout will be 2 times the number of target performance shares assigned to you at the
time of the award.
Maximize the value of your Performance Shares
· The metrics used for Performance Shares have changed to these four metrics: Organic Sales Volume Growth compared to
the Worldwide Industrial Production Index (IPI), Return on Invested Capital (ROIC), Free Cash Flow Conversion and Earnings
per Share Growth.
· Your 201__ individual performance rating was a factor in your 201__ award. Your Performance Shares award was
adjusted based on your performance rating and Leadership Behaviors score.
· The targets for 201__ align with the guidance range provided to investors and with 3M's 201__ Operating Plan.
201__ Performance Share Payout Matrix:
For more information about the metrics and how Performance Share awards issued under the LTIP Plan will work, please review
the Performance Share information on 3M Source.
Your 201__ award will be governed by the provisions of the LTIP plan document, and will be paid out in March 201__ unless
you elected to defer the payout under the 3M Performance Awards Deferred Compensation Plan. If you are either an L1
executive or a Section 16 Officer of the Company, your 201__ award is also subject to the Company's revised Policy on
Reimbursement of Incentive
Compensation under which the Company may, in certain circumstances described in the Policy, require reimbursement of or
otherwise recover compensation it pays or provides to you.
By accepting the grant of this Performance Share award, you agree to all the terms and conditions described in the LTIP
plan document.
EXHIBIT 10.22
AMENDED AND RESTATED
3M EXECUTIVE LIFE INSURANCE PLAN
1. Purpose of the Plan
The purpose of the 3M Executive Life Insurance Plan is to provide those executive employees who participate in the Plan
with Company-funded insurance coverage during employment and with the opportunity to continue their insurance coverage
after retirement (at the individual's expense) through 3M's obtaining one or more life insurance policies on their behalf.
The Plan is designed to work together with 3M's Basic Life Insurance Plan and the additional coverage offered by the 3M
Employees' Benefits Trust Association to afford participating executive employees the opportunity to obtain comprehensive
death benefit protection for their families and beneficiaries.
The actual amount of death benefit a Participant's Beneficiary may receive from the policies purchased pursuant to this
Plan will vary by such factors as the Insurance Carrier's policy dividend crediting rate, time of retirement, and the
manner in which the Participant elects to maintain the policy or policies after retirement, as well as other factors.
This document reflects the provisions of the Plan as amended through November 11, 2007. The initial effective date of this
Plan was October 1, 1993.
2. Definitions
2.1 "Agreement" means the written instrument between an Employee and the Company, wherein the Employee and the
Company clarify the terms and conditions under which Employee will participate in the Plan.
2.2 "Annual Premium' means the amount of consideration determined by the Insurance Carrier and agreed upon by the
Company for an Insurance Policy issued under the Plan.
2.3 "Assignment" means the written document filed with the Plan Administrator and the Insurance Carrier whereby a
Participant assigns ownership of an Insurance Policy to another person, entity or trust, subject to the Company's rights as
described in the respective Agreement (if applicable) and the assignment included in such Agreement.
2.4 "Beneficiary" means the person(s) entitled to receive the Participant Death Benefit under an Insurance Policy
following the death of the Participant.
2.5 "Company" means 3M Company, a Delaware corporation (also referred to herein as "3M,"), its subsidiaries and
affiliates, and its successors or assigns.
2.6 "Compensation" means the amount of the Participant's planned total cash compensation for a Participant who is a
current Employee. For a Participant who has retired from the Company but remains a Participant under the Plan, Compensation
means the Participant's approximate planned total cash compensation in effect immediately prior to the time of retirement.
2.7 "Corporate Capital Interest" means the Insurance Policy's cumulative Annual Premiums paid by the Company in
respect of a Policy with respect to which the Participant has entered into a split dollar insurance agreement with the
Company, as set forth in Section 6.2. The Corporate Capital Interest shall be reduced by policy loans, if any (including
any unpaid interest thereon), taken by the Company. The actual amount of the Corporate Capital Interest shall be
determined by the Company, and such determination shall be binding upon the Insurance Carrier and any person having an
ownership or beneficial interest in the Insurance Policy.
2.8 "Employee" means any person employed by the Company as a member of its Executive Conference and who receives
Compensation for personal services rendered to the Company.
2.9 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
2.10 "Insurance Age" means the age of the insured according to the Insurance Policy.
2.11 "Insurance Carrier" means the life insurance company or companies selected by the Company to issue policies under
or pursuant to the Plan.
2.12 "Insurance Policy" means the life insurance policy, together with additional policy benefits and riders, if any,
issued by the Insurance Carrier pursuant to the Plan. Except to the extent such defined terms are inconsistent with
defined terms under the Plan, insurance terms used herein shall have the same meaning as in the Insurance Policy.
2.13 "Participant" means an Employee who has met and continues to meet all the applicable eligibility requirements
under the Plan.
2.14 "Participant Death Benefit" means any portion of the total death benefit of an Insurance Policy which is above an
amount equal to the Corporate Capital Interest.
2.15 "Plan" means the 3M Executive Life Insurance Plan.
2.16 "Plan Administrator" means the person to whom the Company has delegated the authority and responsibility for
administering the Plan. Unless and until changed by the Company, the Plan Administrator of the Plan shall be 3M's Staff
Vice President, Global Compensation and Benefits or her successor.
2.17 "Termination of Service" means the Participant's ceasing his or her employment with the Company for any reason,
whether voluntarily or involuntarily, including by reasons of retirement, disability or death. For purposes of this Plan,
a Termination of Service shall occur when a Participant no longer meets all the applicable eligibility requirements under
the Plan.
3. Administration And Interpretation Of The Plan
3.1. Plan Administrator. Except as otherwise provided in the Plan, the Plan Administrator shall have control over the
administration and interpretation of the Plan, with all the powers necessary to carry out the intent of the Plan. The Plan
Administrator may adopt such rules and regulations relating to the Plan as the Plan Administrator deems necessary or
advisable for the administration of the Plan. Any decisions, actions or interpretations of any provision of the Plan made
by the Plan Administrator shall be made in its sole discretion, need not be uniformly applied to similarly situated
individuals, and shall be final, binding and conclusive on all persons interested in the Plan. The Plan Administrator may
delegate administrative responsibilities to advisors or other persons and may rely upon the information or opinions of
legal counsel or experts selected to render advice with respect to the Plan.
3.2. Insurance Carrier. The Insurance Carrier shall be responsible for all matters relating to any Insurance Policy.
Not in limitation, but in amplification of the foregoing, the Insurance Carrier shall decide whether it will issue an
Insurance Policy on the life of a Participant who has otherwise met all of the Plan's eligibility requirements.
3.3. Plan Document Shall Control. In the event of any discrepancy between any other documents, communication pieces
or plan summaries prepared pursuant to this Plan, other than the Insurance Policies, the plan document shall control.
4. Eligibility and Participation
To become and continue to remain a Participant in the Plan, an Employee must meet all of the following requirements:
a) Be nominated to participate in the Plan by the Company;
b) Make an application to the Insurance Carrier in the manner set by the Plan Administrator;
c) Meet the insurability requirements of the Insurance Carrier and be issued an Insurance Policy; and
d) Sign all documents presented by the Plan Administrator necessary or appropriate to carry out the intent of the
Plan.
Since participation under the Plan involves the purchase of an Insurance Policy, which is subject to the Employee's
insurability, the Company does not guarantee that each Employee nominated for participation will be able to participate in
the Plan.
5. Death Benefits
5.1 Amount of Benefits/Coverage. All of the benefits provided under this Plan shall be provided exclusively through
the Insurance Policies purchased upon the lives of the Participants. While a Participant is employed by the Company, the
Insurance Policy or Policies purchased upon the life of such Participant will be designed to provide a Participant Death
Benefit equal to approximately three (3) times the Participant's Compensation (or in the case of those Participants who are
senior executives of the Company, approximately four (4) times the Participant's Compensation less the amount of additional
life insurance coverage available through the optional life insurance benefit plans offered by the 3M Employees' Benefits
Trust Association, if such formula would produce a larger amount) less the amount of such Participant's coverage under the
3M Basic Life Insurance Plan; provided, however, that for a Participant who is not covered by the 3M Basic Life Insurance
Plan, their Insurance Policy or Policies shall be designed to provide a Participant Death Benefit equal to approximately
two (2) times the Participant's Compensation. Following retirement from employment with the Company, the Insurance Policy
or Policies purchased upon the life of each Participant whose participation in this Plan began prior to September 1, 2003
will be designed to provide a Participant Death Benefit equal to approximately one and one-half (1.5) times the
Participant's Compensation. Notwithstanding the foregoing, the amount of a Participant's coverage under this Plan shall be
frozen and shall not thereafter increase in the event such Participant makes a withdrawal from one or more of the Insurance
Policies purchased upon his or her life pursuant to this Plan.
5.2 Offset against Death Benefit. If the Company has participated in the purchase of a single premium life insurance
policy for which the death benefits are payable to the Participant's Beneficiary, the amount of available death proceeds
under such policy will be used as an offset when determining the policy amount under Section 5.1.
5.3 Payment of Death Benefit. Subject to the Company's right to first recover its Corporate Capital Interest with
respect to such Policy or Policies (if applicable), the death benefit payable under the Plan following the death of a
Participant is the Participant Death Benefit payable under the Insurance Policy or Policies insuring the life of such
Participant. This Participant Death Benefit shall be determined and paid by the Insurance Carrier from the proceeds of the
Insurance Policy or Policies upon submission of acceptable proof of death and a claim for benefits. The Participant Death
Benefit payable to a Participant's Beneficiary shall be in accordance with the terms of the Insurance Policy or Policies
and the provisions of this Plan.
5.4 No Guarantee of Death Benefit. In the event that the death proceeds payable under the Insurance Policy or
Policies insuring the life of a Participant exceeds the sum of the Company's Corporate Capital Interest (if any) and the
targeted Participant's Death Benefit under Section 5.1, the excess death proceeds shall be paid to the Participant's
Beneficiary. In the event that the death proceeds payable under the Insurance Policy or Policies insuring the life of a
Participant are not sufficient to provide the targeted Participant's Death Benefit under Section 5.1, the Company shall not
be obligated to make up or compensate the Participant's Beneficiary for any deficiency.
5.5 Beneficiary Designation. The Participant Death Benefit is payable to the Beneficiary or Beneficiaries designated
by the Participant or other owner of the Insurance Policy. If no such Beneficiary is designated, the Beneficiary shall be
the person or persons entitled to the death benefit under the terms of the Insurance Policy or applicable state law,
whichever governs.
5.6 Ownership of Insurance Policies;Assignment. Effective January 1, 2008, each Insurance Policy purchased under
this Plan shall be a group term life insurance policy issued to the Company and/or the Plan. Insurance Policies purchased
under this Plan prior to January 1, 2008 were initially owned by the Participant whose life was insured thereby. To secure
the repayment of the Company's Corporate Capital Interest (if applicable), each Participant who has entered into a split
dollar insurance agreement with the Company shall assign such Policy to 3M as part of such Agreement. Subject to the terms
of such Insurance Policy and the Company's rights pursuant to such assignment, each Participant shall have the right to
assign any or all of his or her interest in the Insurance Policy and the accompanying Agreement (if applicable) to any
person, entity, or trust, by signing and delivering to the Plan Administrator and the Insurance Carrier a written
Assignment in a form mutually acceptable to the Plan Administrator and the Insurance Carrier.
5.7 Protective Provisions. If a Participant dies by suicide or if it is determined a material misstatement was made
in the Insurance Policy Application, the applicable protective provisions of the Insurance Policy will apply.
6. Contributions and Funding
6.1 Responsibility of the Participant.
(a) With Split Dollar - Each Participant who has entered into a split dollar insurance agreement with the Company shall be
responsible for contributing the value of the "economic benefit" received as a result of his/her participation in the Plan.
The value of the "economic benefit" received under an Insurance Policy issued pursuant to this Plan will be based on the
lower of the Internal Revenue Service's Table 2001 rates or the Insurance Carrier's published premium rates available to
all standard risks for initial issue one-year term insurance in compliance with Revenue Rulings 66-110 and 67-154 issued by
the Internal Revenue Service. The Company will reimburse the Participant for this contribution, but not for the amount of
any income tax incurred by the Participant as a result of his or her participation in the Plan. The Participant shall be
responsible for all income taxes incurred as a result of his or her participation in the Plan.
(b) Without Split Dollar - Each other Participant shall be responsible only for paying the income taxes incurred by such
Participant as a result of his or her participation in the Plan. No portion of the premiums payable on the Insurance Policy
or Policies insuring the life of a Participant shall be payable by the Participant while the Company is obligated to pay
such premiums as described in Section 6.2 below.
6.2 Responsibility of Company. The Company shall be responsible for the payment of all Annual Premiums payable with
respect to each Insurance Policy or Policies purchased under the Plan (a) for those Participants who have entered into
split dollar insurance agreements with the Company, while the respective Agreement remains in effect, (b) for all other
Participants whose participation in this Plan began prior to September 1, 2003, during their employment and for as long as
necessary during their retirement, and (c) for Participants whose participation in this Plan began on or after September 1,
2003, only during their employment. The Company shall, at its option, have the authority to borrow against any Insurance
Policy up to an amount not to exceed the Corporate Capital Interest. However, the Company shall pay to the Insurance
Carrier no fewer than four Annual Premiums during the first seven policy years of each Insurance Policy, and during this
period the Company shall not borrow an amount greater than the sum of three years' payments described in this Section. All
interest payments due as a result of such borrowing shall be the responsibility of the Company. The Company reserves the
right to limit or adjust the amount of the premiums it will pay for an Insurance Policy or Policies purchased under this
Plan in the event that the Participant covered by such Policy or Policies makes a withdrawal from one or more of such
Insurance Policies.
6.3 Termination of Agreement. Notwithstanding any other provision in this Plan, the Agreement (if any) between the
Company and each Participant shall be terminated upon the occurrence of the first of the following events:
a) The Insurance Policy's anniversary date on which the Participant attains Insurance Age 65, except in certain
circumstances where the Company in its sole discretion deems it appropriate to extend the duration of funding in order to
sustain the prescribed death benefit. In no event may the Agreement between the Company and a Participant be terminated as
a result of the occurrence of an event described in this Section 6.3(a) prior to the 15th anniversary of the issue date of
the Insurance Policy.
b) The death of the Participant.
c) The Termination of Service of a Participant for any reason other than the Participant's death prior to the
Insurance Policy's anniversary date on which the Participant attains Insurance Age 65.
In the event of a termination described in (a) above, the Company will be entitled to recover from the Insurance Policy its
Corporate Capital Interest. Upon the Company's recovery of such Corporate Capital Interest, the Participant or his or her
assignee will be responsible for all future premiums and the Company shall have no involvement whatsoever, direct or
indirect, in such Insurance Policy. The actual death benefit provided by such Insurance Policy after such time may be
greater than or less than the targeted death benefits described in Section 5.1. In the event the Insurance Policy does not
provide the targeted Participant Death Benefit, the Company shall not be obligated to make up or compensate the
Participant's Beneficiary for any deficiency.
In the event of a termination described in (b) above, the Company will be entitled to recover from the death proceeds its
Corporate Capital Interest and the balance of the death proceeds will be paid to the Beneficiary under the Insurance
Policy. The actual death benefit provided by the Insurance Policy may be greater than or less than the targeted death
benefits described in Section 5.1. In the event the Insurance Policy does not provide the targeted Participant Death
Benefit, the Company shall not be obligated to make up or compensate the Participant's Beneficiary for any deficiency.
In the event of a termination described in (c) above, the Participant may maintain the Insurance Policy by paying the
Corporate Capital Interest to the Company in accordance with the terms of the Agreement. Thereafter, the Company shall
have no involvement whatsoever, direct or indirect, in the Insurance Policy. In the event the Participant decides not to
maintain the Insurance Policy, he/she shall execute any and all instruments that may be required to transfer ownership of
the Insurance Policy to the Company. The Company shall have the right to maintain the Insurance Policy or dispose of the
Insurance Policy as it sees fit. The provisions of Section 6.3(c) shall be subject to any applicable severance agreement
between the Company and the Participant.
7. Amendment and Termination of The Plan
7.1 Amendment. The Company may amend the Plan at any time; provided, however, that no amendment shall adversely
affect the rights of any Participant or Beneficiary acquired under the terms of the Plan as in effect prior to the
amendment without the prior written consent of the Participant or Beneficiary.
7.2 Termination. The Company reserves the sole right to terminate the Plan at any time. In the event of the
termination of the Plan, each Participant whose participation in the Plan began prior to January 1, 2008 shall be entitled
to retain any Insurance Policy or Policies insuring him or her, reduced by the Corporate Capital Interest (if any) as of
the date of the termination of the Plan. Thereafter, the Participant will be responsible for all future premiums and the
Company shall have no involvement whatsoever, direct or indirect, in such Insurance Policy or Policies.
8. Claim Procedure
All death benefits provided under the Plan are to be paid from the Insurance Policies. The Company has adopted the claim
procedure established by the Insurance Carrier as the claim procedure for the Plan. The Beneficiary of the proceeds of an
Insurance Policy must file a claim for benefits with the Insurance Carrier in whatever form the Insurance Carrier may
reasonably require. If the Insurance Carrier denies the claim, the Beneficiary who wants to have that denial reviewed will
have to follow the Insurance Carrier's claims review procedure. The Company shall have no liability in the event an
Insurance Carrier denies a Beneficiary's claim for benefits.
9. Miscellaneous
9.1 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract
of employment between the Company and any Participant, and the Participants (or their Beneficiaries) shall have no rights
against the Company except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be
deemed to give any Participant the right to be retained as an Employee of the Company or to interfere with the right of the
Company to discipline or discharge such Participant at any time for any reason whatsoever.
9.2 Taxes. The Company shall deduct from each Participant's Compensation all applicable Federal or State taxes that
may be required by law to be withheld resulting from the Company's funding of the Insurance Policy under the Plan.
9.3 Governing Law. Except where preempted by ERISA, the Plan shall be construed and administered according to the
laws of the State of Minnesota.
9.4 Form of Communication. Any election, application, claim, notice, or other communication required or permitted to
be made by a Participant to the Plan Administrator and/or the Insurance Carrier shall be made in writing and in such form
as the Plan Administrator and/or the Insurance Carrier shall prescribe.
9.5 Agent for Service of Process. The Plan Administrator is designated as the agent to receive service of legal
process on behalf of the Plan.
9.6 Rules of Construction. When appropriate, the singular as used in this Plan shall include the plural, and
vice-versa, and the masculine shall include the feminine, and vice-versa.
EXHIBIT 12
3M COMPANY AND SUBSIDIARIES
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Millions)
Year Year Year Year Year
2017 2016 2015 2014 2013
EARNINGS
Income before income taxes $ 7,548 $ 7,053 $ 6,823 $ 7,026 $ 6,562
Add:
Amortization of capitalized interest 19 21 22 22 21
Total fixed charges (excluding capitalized interest) 339 298 250 246 248
Less:
Equity in undistributed income of equity method investments 11 9 5 (1) (1)
TOTAL EARNINGS $ 7,895 $ 7,363 $ 7,090 $ 7,295 $ 6,832
FIXED CHARGES
Interest expense (including capitalized interest and excluding expense on early extinguishment of debt) 238 208 162 159 166
Portion of rent expense under operating leases representative of the interest factor 113 100 101 104 103
TOTAL FIXED CHARGES $ 351 $ 308 $ 263 $ 263 $ 269
RATIO OF EARNINGS TO FIXED CHARGES 22.5 23.9 27.0 27.7 25.4
For purposes of calculating the ratio above:
Earnings is defined as income before income taxes, amortization of capitalized interest, and fixed charges (less
capitalized interest), excluding equity in undistributed income of equity method investments. Fixed charges consist of
interest expense (including capitalized interest and excluding any expense related to early extinguishment of debt) and
approximately one-third of rent expense under operating leases (considered representative of the interest factor).
EXHIBIT 21
3M COMPANY AND CONSOLIDATED SUBSIDIARIES (PARENT AND SUBSIDIARIES)
AS OF DECEMBER 31, 2017
Name of Company Organized Under Law of
Registrant - 3M Company Delaware
Consolidated subsidiaries of the Registrant:
3M Financial Management Company Delaware
3M Innovative Properties Company Delaware
3M Occupational Safety LLC Delaware
3M Purification Inc. Delaware
Aearo Holding LLC Delaware
Aearo Intermediate LLC Delaware
Aearo LLC Delaware
Aearo Technologies LLC Delaware
Capital Safety North America Holdings Inc. Delaware
Capital Safety North America Intermediate Holdings LLC Delaware
Ceradyne, Inc. Delaware
Scott Technologies, Inc. Delaware
3M Unitek Corporation California
Meguiar's, Inc. California
3M Health Information Systems, Inc. Maryland
D B Industries, LLC Minnesota
3M Australia Pty. Ltd. Australia
3M Precision Grinding GmbH Austria
3M Belgium bvba/sprl Belgium
3M do Brasil Ltda. Brazil
3M Manaus Industria de Produtos Quimicos Ltda. Brazil
3M Canada Company - Compagnie 3M Canada Canada
Capital Safety Group Canada ULC Canada
3M China Limited China
3M International Trading (Shanghai) Co., Ltd. China
3M Investments (China) Co., Ltd. China
3M Material Technology (Suzhou) Co., Ltd. China
3M Specialty Materials (Shanghai) Co., Ltd. China
3M Asia Pacific UK Holding Ltd England
Capital Safety Global Holdings Limited England
3M Products Limited England
Capital Safety UK Holding Ltd England
3M Purification France
3M France S.A.S. France
Capital Safety Group EMEA France
Oldham S.A.S.
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