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3M CO Director's Dealing 2004

Feb 2, 2004

17737_dirs_2004-02-02_f2cc35c6-68ce-4112-a301-8cc4d5ae7988.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: 3M CO (MMM)
CIK: 0000066740
Period of Report: 2003-12-31

Reporting Person: MAHAN JAMES T (VICE PRESIDENT ENGRG MFG & LOG)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 18488 Direct
Common Stock 3278 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Incentive Stock Option (right to buy) $31.5175 2006-05-14 Common Stock (3172) 3172 Direct
Incentive Stock Option (right to buy) $43.3500 2010-05-09 Common Stock (2306) 2306 Direct
Incentive Stock Option (right to buy) $45.8500 2007-05-13 Common Stock (2180) 2180 Direct
Incentive Stock Option (right to buy) $46.6750 2008-05-12 Common Stock (2142) 2142 Direct
Incentive Stock Option (right to buy) $47.5000 2009-05-10 Common Stock (2104) 2104 Direct
Incentive Stock Option (right to buy) $58.6250 2011-05-08 Common Stock (1704) 1704 Direct
Non-Qualified Stock Option (right to buy) $58.6250 2011-05-08 Common Stock (8106) 8106 Direct
Non-Qualified Stock Option (right to buy) $61.8500 2013-05-12 Common Stock (26400) 26400 Direct
Non-Qualified Stock Option (right to buy) $62.6500 2004-05-07 Common Stock (486) 486 Direct
Non-Qualified Stock Option (right to buy) $62.6500 2005-05-06 Common Stock (940) 940 Direct
Non-Qualified Stock Option (right to buy) $62.6500 2006-05-12 Common Stock (1270) 1270 Direct
Non-Qualified Stock Option (right to buy) $62.6500 2007-05-11 Common Stock (1410) 1410 Direct
Non-Qualified Stock Option (right to buy) $62.6500 2008-05-12 Common Stock (7008) 7008 Direct
Non-Qualified Stock Option (right to buy) $62.6500 2009-05-11 Common Stock (6536) 6536 Direct
Non-Qualified Stock Option (right to buy) $64.5000 2006-05-12 Common Stock (252) 252 Direct
Non-Qualified Stock Option (right to buy) $64.5000 2007-05-11 Common Stock (5364) 5364 Direct
Non-Qualified Stock Option (right to buy) $64.5000 2009-05-11 Common Stock (560) 560 Direct
Non-Qualified Stock Option (right to buy) $64.5000 2010-05-07 Common Stock (6444) 6444 Direct
Non-Qualified Stock Option (right to buy) $64.5000 2011-05-06 Common Stock (5632) 5632 Direct
Non-Qualified Stock Option (right to buy) $64.5000 2012-05-14 Common Stock (15800) 15800 Direct

Footnotes

F1: On September 29, 2003, the common stock of 3M Company split 2-for-1. The shares
of common stock reported on Table I and all options reported on Table II have
been adjusted to reflect the split.

F2: The indirectly-held common stock holding (401k/PAESOP)
reported in Table I includes shares acquired during the fiscal year pursuant to
the 3M Voluntary Investment Plan.

F3: The directly-held common stock holding reported in Table I includes shares
acquired pursuant to 3M's Dividend Reinvestment Program in transactions exempt
from Section 16.