3M CO — Regulatory Filings 2008

Oct 28, 2008

424B3 1 a08-27014_1424b3.htm 424B3

*Filed Pursuant to Rule 424(b)(3)*

*Registration Statement No. 333-132041*

*A filing fee of $31,440, based on a $800,000,000 maximum aggregate offering price,*

*Calculated in accordance with Rule 457(r), has been transmitted*

*to the SEC in connection with the debt securities offered by means of this pricing supplement and the*

*accompanying prospectus and prospectus supplement from Registration Statement No. 333-132041.*

*This paragraph shall be deemed to update the “Calculation of Registration Fee”*

*table in that Registration Statement.*

PRICING SUPPLEMENT NO. 3 Dated October 27, 2008

To Prospectus Dated June 18, 2007 and

Prospectus Supplement Dated June 18, 2007

$800,000,000

*3M COMPANY*

Medium-Term Notes, Series E

4.50% Notes Due 2011

| Type
of Note : | Fixed
Rate |
| --- | --- |
| Principal
Amount : | $800,000,000 |
| Price
to Public : | 99.830% |
| Proceeds
to Company : | 99.630%
($797,040,000) |
| Interest
Rate : | 4.50%
per annum |
| Original
Issue Date : | October 30,
2008 |
| Maturity
Date : | November 1,
2011 |
| Interest
Payment Dates : | May 1
and November 1 of each year, commencing May 1, 2009 |
| Redemption : | Not
redeemable |
| Day
Count Convention : | 30/360 |
| Form : | DTC,
Book-Entry |
| CUSIP
No. : | 88579EAF2 |
| Underwriters : | J.P.
Morgan Securities Inc. |
| Use
of Proceeds : | The
Issuer intends to use the net proceeds from the sale of the Notes to repay a
portion of its outstanding commercial paper, with any remaining balance to be
used for general corporate purposes. |
| Additional
Information : | |
| Selling
Concession: | 0.100% |
| Reallowance: | 0.500% |

SEQ.=1,FOLIO='',FILE='C:\JMS\bekue\08-27014-1\task3190255\27014-1-ba.htm',USER='bekuehe',CD='Oct 28 10:20 2008'

The Issuer expects to deliver the Notes on or about October 30, 2008. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle within three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if an investor wishes to trade the Notes on any day prior to the third business day before the date of delivery of the Notes, the investor and its counterparty will be required, by virtue of the fact that the Notes initially will settle on a delayed basis, to agree to a delayed settlement cycle at the time of any such trade to prevent a failed settlement.

On October 28, 2008, the Issuer filed with the Securities and Exchange Commission a Current Report on Form 8-K containing certain financial and related information for the quarter ended September 30, 2008. The information contained in that Current Report is expressly incorporated by reference into this Pricing Supplement and the related Prospectus and Prospectus Supplement. Investors should read this and other information which has been incorporated into this offering document. (See “Where You Can Find Additional Information” in the accompanying Prospectus.)

SEQ.=1,FOLIO='',FILE='C:\JMS\bekue\08-27014-1\task3190255\27014-1-ba.htm',USER='bekuehe',CD='Oct 28 10:20 2008'