3M CO — Regulatory Filings 2008

Aug 20, 2008

424B3 1 a08-21962_1424b3.htm 424B3

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

*Registration Statement No. 333-132041*

*A filing fee of $33,405, based on a $850,000,000 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. 2 Dated August 18, 2008

To Prospectus Dated June 18, 2007 and

Prospectus Supplement Dated June 18, 2007

$850,000,000

*3M COMPANY*

Medium-Term Notes, Series E

4.375% Notes Due 2013

| Type
of Note : | Fixed
Rate |
| --- | --- |
| Principal
Amount : | $850,000,000 |
| Price
to Public : | 99.824% |
| Proceeds
to Company : | 99.824%
($848,504,000) |
| Interest
Rate : | 4.375%
per annum |
| Original
Issue Date : | August 18,
2008 |
| Maturity
Date : | August 15,
2013 |
| Interest
Payment Dates : | February 15
and August 15 of each year, commencing February 15, 2009 |
| Redemption : | Not
redeemable |
| Day
Count Convention : | 30/360 |
| Form : | DTC,
Book-Entry |
| CUSIP
No. : | 88579EAE5 |
| Underwriters : | Goldman,
Sachs & Co. |
| | Citigroup
Global Markets Inc. |
| | Morgan
Stanley & Co. Incorporated |
| 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: | 0.200% |
| Reallowance: | 0.150% |

The Issuer expects to deliver the Notes on or about August 21, 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.

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