Obligation 3M 5.7% ( US88579EAC93 ) en USD

108.353 % ▲

Etats-unis

US88579EAC93 ( en USD )

5.7% par an ( paiement semestriel )

14/03/2037

Prospectus brochure de l'obligation 3M US88579EAC93 en USD 5.7%, échéance 14/03/2037

2 000 USD

750 000 000 USD

88579EAC9

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

15/09/2024 ( Dans 50 jours )

L'Obligation émise par 3M ( Etats-unis ) , en USD, avec le code ISIN US88579EAC93, paye un coupon de 5.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2037

L'Obligation émise par 3M ( Etats-unis ) , en USD, avec le code ISIN US88579EAC93, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par 3M ( Etats-unis ) , en USD, avec le code ISIN US88579EAC93, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm
424B3 1 a07-8942_3424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
File No. 333-109211
PRICING SUPPLEMENT NO. 3 Dated March 26, 2007
To Prospectus Dated October 20, 2003 and
Prospectus Supplement Dated December 12, 2003
$750,000,000
3M COMPANY
Medium-Term Notes, Series D
5.70% Notes due 2037
Type of Note:

Fixed Rate

Principal Amount:

$750,000,000

Price to Public:

99.576%

Proceeds to Company:

98.701% ($740,257,500)

Interest Rate:

5.70%

Original Issue Date:

March 29, 2007

Maturity Date:

March 15, 2037

Interest Payment Dates:

March 15 and September 15 of each year, commencing September 15, 2007

Use of Proceeds:

The Issuer intends to use the net proceeds from the sale of the Notes, which is
expected to be approximately $739,835,000 (after deducting underwriting
compensation and other expenses of the offering), to repay a portion of its
outstanding commercial paper, with any remaining balance to be used for general
corporate purposes. The Issuer's outstanding commercial paper currently bears an
average weighted rate of 5.23% per year.

Redemption:

The Issuer may redeem the Notes at its option at any time, either in whole or in part.

If the Issuer elects to redeem the Notes, it will pay a redemption price equal to the
greater of the following amounts, plus, in each case, accrued and unpaid interest
thereon to the redemption date:

· 100% of the aggregate principal amount of the Notes to be redeemed, and

· the sum of the present values of the Remaining Scheduled Payments.

In determining the present values of the Remaining Scheduled Payments, the Issuer
will discount such payments to the redemption date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) using a discount rate equal to the
http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (1 of 9)4/3/2007 8:39:37 AM

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm
Treasury Rate plus 15 basis points. A partial redemption of the Notes may be effected
by such method as the trustee shall deem fair and appropriate and may provide for the
selection for redemption of portions (equal to the minimum authorized denomination
for the Notes or any integral multiple thereof) of the principal amount of Notes of a
denomination larger than the minimum authorized denomination for the Notes.

"Comparable Treasury Issue" means the United States Treasury security selected by
an Independent Investment Banker as having an actual or interpolated maturity
comparable to the remaining term of the Notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.

"Comparable Treasury Price" means (A) the arithmetic average of the Reference

1

Treasury Dealer Quotations for such redemption date after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (B) if the trustee obtains fewer than
three Reference Treasury Dealer Quotations, the arithmetic average of all Reference
Treasury Dealer Quotations for such redemption date.

"Independent Investment Banker" means each of Goldman, Sachs & Co. and UBS
Securities LLC or their respective successors as may be appointed from time to time
by the trustee after consultation with the Issuer; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in the United
States (a "primary treasury dealer"), the Issuer shall substitute therefor another
primary treasury dealer.

"Reference Treasury Dealer" means each of Goldman, Sachs & Co. and UBS
Securities LLC or their respective successors and any other primary treasury dealer
selected by the trustee after consultation with the Issuer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the arithmetic average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the trustee
by such Reference Treasury Dealer by 3:30 p.m. on the third business day preceding
such redemption date.

"Remaining Scheduled Payments" means, with respect to any Note to be redeemed,
the remaining scheduled payments of the principal and interest thereon that would be
due after the related redemption date but for such redemption; provided, however,
http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (2 of 9)4/3/2007 8:39:37 AM

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm
that, if such redemption date is not an interest payment date with respect to such Note,
the amount of the next scheduled interest payment thereon will be reduced by the
amount of interest accrued thereon to such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue. In
determining this rate, the Issuer assumes a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each holder of the Notes to be redeemed.

Unless the Issuer defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or portions thereof called
for redemption.

Minimum Denominations:
The Notes will be issued in denominations of $2,000 and in integral multiples of
$1,000.

Day Count Convention:

30/360

Form:

DTC, Book-Entry

CUSIP No.:

88579EAC9

ISIN No.:

US88579EAC93

Common Code:

029436444

2
Underwriters:

Goldman, Sachs & Co.

UBS Securities LLC

J.P. Morgan Securities Inc.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Morgan Stanley & Co. Incorporated

Selling Restrictions:

European Economic Area

In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State), each
http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (3 of 9)4/3/2007 8:39:37 AM

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm
underwriter has represented and agreed that with effect from and including the date
on which the Prospectus Directive is implemented in that Relevant Member State (the
Relevant Implementation Date) it has not made and will not make an offer of Notes to
the public in that Relevant Member State prior to the publication of a prospectus in
relation to the Notes which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of Notes to the public in
that Relevant Member State at any time:

(a) to legal entities which are authorised or regulated to operate in the
financial markets or, if not so authorised or regulated, whose corporate
purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least
250 employees during the last financial year; (2) a total balance sheet of
more than 43,000,000 and (3) an annual net turnover of more than
50,000,000, as shown in its last annual or consolidated accounts;

(c) in any other circumstances which do not require the publication by the
Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the public" in
relation to any Notes in any Relevant Member State means the communication in any
form and by any means of sufficient information on the terms of the offer and the
Notes to be offered so as to enable an investor to decide to purchase or subscribe the
Notes, as the same may be varied in that Member State by any measure implementing
the Prospectus Directive in that Member State and the expression Prospectus
Directive means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000 (the "FSMA")) received by it in
connection with the issue or sale of the Notes in circumstances in which
Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Notes in, from
or otherwise involving the United Kingdom.

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (4 of 9)4/3/2007 8:39:37 AM

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm
3

Hong Kong

The Notes may not be offered or sold by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap.571,
Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances
which do not result in the document being a "prospectus" within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the Notes may be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong
or elsewhere), which is directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do so under the laws of
Hong Kong) other than with respect to Notes which are or are intended to be disposed
of only to persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and
any rules made thereunder.

Japan

The securities have not been and will not be registered under the Securities and
Exchange Law of Japan (the Securities and Exchange Law) and each underwriter has
agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to,
or for the benefit of, any resident of Japan (which term as used herein means any
person resident in Japan, including any corporation or other entity organized under
the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan
or to a resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Securities and Exchange Law
and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this prospectus and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the
Notes may not be circulated or distributed, nor may the Notes be offered or sold, or
be made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"),
(ii) to a relevant person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA.
http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (5 of 9)4/3/2007 8:39:37 AM

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm

Where the Notes are subscribed or purchased under Section 275 by a relevant person
which is: (a) a corporation (which is not an accredited investor) the sole business of
which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary is an accredited investor, shares, debentures and units of shares and
debentures of that corporation or the beneficiaries' rights and interest in that trust
shall not be transferable for 6 months after that corporation or that trust has acquired
the Notes under Section 275 except: (1) to an institutional investor under Section 274
of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of the SFA; (2) where no
consideration is given for the transfer; or (3) by operation of law.

Clearstream and Euroclear:
The following is based on information furnished by Clearstream or Euroclear, as the
case may be.

Investors in the Notes may elect to hold beneficial interests in global notes through
either Clearstream Banking, société anonyme ("Clearstream"), or Euroclear Bank S.
A./N.V. ("Euroclear"), as participants in The Depository Trust Company ("DTC").

4

Clearstream and Euroclear hold interests on behalf of their participating organizations
through customers' securities accounts in Clearstream's and Euroclear's names on the
books of their respective depositaries, which hold those interests in customers'
securities accounts in the depositaries' names on the books of DTC. At the present
time, Citibank, N.A. acts as U.S. depositary for Clearstream and JPMorgan Chase
Bank, N.A. acts as U.S. depositary for Euroclear (the "U.S. Depositaries"). Except as
set forth below, the global notes may be transferred, in whole but not in part, only to
another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests
in the global notes must be held in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Clearstream holds securities for its participating organizations ("Clearstream
Participants") and facilitates the clearance and settlement of securities transactions
between Clearstream Participants through electronic book-entry changes in accounts
of Clearstream Participants, thereby eliminating the need for physical movement of
certificates. Clearstream provides to Clearstream Participants, among other things,
services for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream interfaces with
domestic markets in several countries.

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (6 of 9)4/3/2007 8:39:37 AM

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm
Clearstream is registered as a bank in Luxembourg, and as such is subject to
regulation by the Commission de Surveillance du Secteur Financier, and the Banque
Centrale du Luxembourg, which supervise and oversee the activities of Luxembourg
banks. Clearstream Participants are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and clearing
corporations, and may include the Underwriters or their affiliates. Indirect access to
Clearstream is available to other institutions that clear through or maintain a custodial
relationship with a Clearstream Participant. Clearstream has established an electronic
bridge with Euroclear as the operator of the Euroclear System (the "Euroclear
Operator") in Brussels to facilitate settlement of trades between Clearstream and the
Euroclear Operator.

Distributions with respect to the Notes held beneficially through Clearstream will be
credited to cash accounts of Clearstream Participants in accordance with its rules and
procedures, to the extent received by the U.S. Depositary for Clearstream.

Euroclear holds securities and book-entry interests in securities for participating
organizations ("Euroclear Participants") and facilitates the clearance and settlement of
securities transactions between Euroclear Participants, and between Euroclear
Participants and participants of certain other securities intermediaries through
electronic book-entry changes in accounts of such participants or other securities
intermediaries. Euroclear provides Euroclear Participants, among other things, with
safekeeping, administration, clearance and settlement, securities lending and
borrowing, and related services. Euroclear Participants are investment banks,
securities brokers and dealers, banks, central banks, supranationals, custodians,
investment managers, corporations, trust companies and certain other organizations,
and may include the Underwriters or their affiliates. Non-participants in Euroclear
may hold and transfer beneficial interests in a global note through accounts with a
Euroclear Participant or any other securities intermediary that holds a book-entry
interest in a global note through one or more securities intermediaries standing
between such other securities intermediary and Euroclear.

Securities clearance accounts and cash accounts with the Euroclear Operator are
governed by the Terms and Conditions Governing Use of Euroclear and the related
Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and cash
from Euroclear and receipts of payments with respect to securities in Euroclear. All
securities in Euroclear are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts. The Euroclear Operator acts
under the Terms and Conditions only on behalf of Euroclear Participants, and has no
record of or relationship with persons holding through Euroclear Participants.

5
http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (7 of 9)4/3/2007 8:39:37 AM

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm

Distributions with respect to Notes held beneficially through Euroclear will be
credited to the cash accounts of Euroclear Participants in accordance with the Terms
and Conditions, to the extent received by the U.S. Depositary for Euroclear.

Transfers between Euroclear Participants and Clearstream Participants will be
effected in the ordinary way in accordance with their respective rules and operating
procedures.

Subject to compliance with the transfer restrictions applicable to the global notes
described herein, cross-market transfers between DTC's participating organizations
("DTC Participants"), on the one hand, and Euroclear Participants or Clearstream
Participants, on the other hand, will be effected through DTC in accordance with
DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its U.S.
Depositary; however, such cross-market transactions will require delivery of
instructions to Euroclear or Clearstream, as the case may be, by the counterparty in
such system in accordance with the rules and procedures and within the established
deadlines (European time) of such system. Euroclear or Clearstream, as the case may
be, will, if the transaction meets its settlement requirements, deliver instructions to its
U.S. Depositary to take action to effect final settlement on its behalf by delivering or
receiving interests in the global note in DTC, and making or receiving payment in
accordance with normal procedures for same-day fund settlement applicable to DTC.
Euroclear Participants and Clearstream Participants may not deliver instructions
directly to their respective U.S. Depositaries.

Due to time zone differences, the securities accounts of a Euroclear Participant or
Clearstream Participant purchasing an interest in a global note from a DTC
Participant in DTC will be credited, and any such crediting will be reported to the
relevant Euroclear Participant or Clearstream Participant, during the securities
settlement processing day (which must be a business day for Euroclear or
Clearstream) immediately following the settlement date of DTC. Cash received in
Euroclear or Clearstream as a result of sales of interests in a global note by or through
a Euroclear Participant or Clearstream Participant to a DTC Participant will be
received with value on the settlement date of DTC but will be available in the relevant
Euroclear or Clearstream cash account only as of the business day for Euroclear or
Clearstream following DTC's settlement date.

The information in this section concerning Euroclear and Clearstream and their book-
entry systems has been obtained from sources that the Issuer believes to be reliable,
but the Issuer takes no responsibility for the accuracy of that information.

Although Euroclear and Clearstream have agreed to the foregoing procedures to
facilitate transfers of interests in the global notes among Euroclear Participants and
Clearstream Participants, they are under no obligation to perform or to continue to
perform such procedures, and such procedures may be discontinued at any time. None
of the Issuer, any of the Underwriters or the trustee will have any responsibility for
the performance by Euroclear or Clearstream or their respective participants of their
http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (8 of 9)4/3/2007 8:39:37 AM

http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm
respective obligations under the rules and procedures governing their operations.

6
Additional Information:
Principal Amount Allocation:
Goldman, Sachs & Co.
$
262,500,000

UBS Securities LLC
262,500,000

J.P. Morgan Securities Inc.
75,000,000

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
75,000,000

Morgan Stanley & Co. Incorporated
75,000,000

Total
$
750,000,000

Selling Concession:
0.500%

Reallowance:
0.250%

7
http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm (9 of 9)4/3/2007 8:39:37 AM

Document Outline

sec.gov
- #1">http://www.sec.gov/Archives/edgar/data/66740/000110465907023028/a07-8942_3424b3.htm