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3M Company (96OI)

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Monday 18 February, 2008

3M Company

Final Results - Part 3

3M Company
18 February 2008



Employment Litigation



As previously reported, one current and one former employee of the Company filed
a purported class action in the District Court of Ramsey County, Minnesota, in
December 2004, seeking to represent a class of all current and certain former
salaried employees employed by 3M in Minnesota below a certain salary grade who
were age 46 or older at any time during the applicable period to be determined
by the Court. The complaint alleges the plaintiffs suffered various forms of
employment discrimination on the basis of age in violation of the Minnesota
Human Rights Act and seeks injunctive relief, unspecified compensatory damages
(which they seek to treble under the statute), including back and front pay,
punitive damages (limited by statute to $8,500 per claimant) and attorneys'
fees. In January 2006, the plaintiffs filed a motion to join four additional
named plaintiffs. This motion was unopposed by the Company and the four
plaintiffs were joined in the



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case, although one claim has been dismissed following an individual settlement.
The class certification hearing was held in December 2007. The Company expects a
ruling on the class certification in the first half of 2008.



A similar age discrimination purported class action was filed against the
Company in November 2005 in the Superior Court of Essex County, New Jersey, on
behalf of a class of New Jersey-based employees of the Company. The Company
removed this case to the United States District Court for the District of New
Jersey. On June 29, 2007, the attorneys for the plaintiff amended their
complaint and dropped the class action allegations.



In addition, three former employees filed age discrimination charges against the
Company with the U.S. Equal Employment Opportunity Commission and the pertinent
state agencies in Minnesota and California during 2005; two of these charges
were amended in 2006. Such filings include allegations that the release of
claims signed by certain former employees in the purported class defined in the
charges is invalid for various reasons and assert age discrimination claims on
behalf of certain current and former salaried employees in states other than
Minnesota and New Jersey. In 2006, one current employee filed an age
discrimination charge against the Company with the U.S. Equal Employment
Opportunity Commission and the pertinent state agency in Missouri, asserting
claims on behalf of a class of all current and certain former salaried employees
who worked in Missouri and other states other than Minnesota and New Jersey. The
same law firm represents the plaintiffs and claimants in each of these
proceedings.



Environmental Matters and Litigation



The Company's operations are subject to environmental laws and regulations
including those pertaining to air emissions, wastewater discharges, toxic
substances, and the handling and disposal of solid and hazardous wastes
enforceable by national, state, and local authorities around the world, and
private parties in the United States and abroad. These laws and regulations
provide, under certain circumstances, a basis for the remediation of
contamination and for personal injury and property damage claims. The Company
has incurred, and will continue to incur, costs and capital expenditures in
complying with these laws and regulations, defending personal injury and
property damage claims, and modifying its business operations in light of its
environmental responsibilities. In its effort to satisfy its environmental
responsibilities and comply with environmental laws and regulations, the Company
has established, and periodically updates, policies relating to environmental
standards of performance for its operations worldwide.



Remediation: Under certain environmental laws, including the United States
Comprehensive Environmental Response, Compensation and Liability Act of 1980 and
similar state laws, the Company may be jointly and severally liable, typically
with other companies, for the costs of environmental contamination at current or
former facilities and at off-site locations. The Company has identified numerous
locations, most of which are in the United States, at which it may have some
liability. Please refer to the following section, 'Accrued Liabilities and
Insurance Receivables Related to Legal Proceedings' for more information on this
subject.



Regulatory Activities: As previously reported, the Company has been voluntarily
cooperating with ongoing reviews by local, state, national (primarily the U.S.
Environmental Protection Agency (EPA)), and international agencies of possible
environmental and health effects of perfluorooctanyl compounds (perflurooctanoic
acid or 'PFOA' and perfluorooctane sulfonate or 'PFOS') and related compounds.
As a result of its phase-out decision in May 2000, the Company no longer
manufactures perfluorooctanyl compounds, except that a subsidiary recovers and
recycles PFOA in Gendorf, Germany, for internal use in production processes and
has agreed to a product stewardship initiative with the EPA to work toward
elimination of its use of PFOA by 2015.



Regulatory activities concerning PFOA and/or PFOS continue in Europe and
elsewhere, and before certain international bodies. These activities include
gathering of exposure and use information, risk assessment, and consideration of
regulatory approaches.



As previously reported, the Company, in cooperation with state agencies, tested
soil and groundwater beneath three former waste disposal sites in Washington
County, Minnesota, used many years ago by the Company to dispose lawfully of
waste containing perfluorinated compounds. In addition, subsequent testing of
water from certain municipal wells in Oakdale, Minnesota and some private wells
in Lake Elmo, Minnesota, indicated the presence of low levels of PFOS and PFOA
that, in some cases, were slightly above guidelines established by the Minnesota
Department of Health ('MDH').  As previously reported, the Company addressed the
presence of these compounds in the water by treating certain municipal wells in
Oakdale and by providing a grant to the City of Lake Elmo to extend city water
to certain residents with these compounds in their private wells. In March 2007
the MDH lowered the Health-Based Values (HBVs) (i.e., the amount of a chemical
in drinking water considered by the MDH staff to be safe for people to drink for
a lifetime) for PFOA from 7 parts per billion (ppb) to 0.5 ppb and for PFOS from
1 ppb to 0.3 ppb. In August 2007 the MDH established these same levels as Health
Risk Limits ('HRL') (i.e., the amount of a chemical in drinking water determined
by the MDH to be safe for people to drink for a lifetime) through an expedited
rule-making process. In a final report issued on January 15, 2008, the MDH
proposed a draft value to lower the HRL for PFOA from 0.5 ppb to 0.3 ppb in
anticipation of HRL rule-making in 2008.



As previously reported, the MDH has also detected low levels of a perfluorinated
compound called perfluorobutanoic acid (PFBA) in municipal wells (and in private
wells as announced by the MDH in June 2007) in six nearby communities (Woodbury,
Cottage Grove, Newport, St. Paul Park, South St. Paul, and Hastings, all
communities located southeast of



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St. Paul), some of which slightly exceed the MDH's well guidance for PFBA,
currently at 1 ppb. The Company is working with the MDH and the Minnesota
Pollution Control Agency (MPCA) in assessing the source of PFBA in these wells
and is supplying data that could be used in determining an appropriate drinking
water guideline level. The MDH has not issued an HBV for PFBA, but the Company
expects the MDH to issue further guidance in the first quarter of 2008. The
Company has advised the affected communities that it will assist them in
assuring their drinking water falls below the HBV for PFBA when such value is
finally determined.



On May 22, 2007, the MPCA Citizen's Board approved the Settlement Agreement and
Consent Order to address the presence of perfluorinated compounds in the soil
and groundwater at former disposal sites in Washington County Minnesota and at
the Company's manufacturing facility at Cottage Grove Minnesota. Under this
agreement, the Company agreed to (i) evaluate releases of perfluorinated
compounds from these sites and propose response actions; (ii) provide
alternative drinking water if and when an HBV or HRL is exceeded for any
perfluorinated compounds as a result of contamination from these sites; (iii)
share information with the MPCA about perfluorinated compounds; (iv) reimburse
the MPCA future costs of research that are connected to releases from the
Company's operations in Minnesota (the Company agreed to reimburse the MPCA for
past research costs and provided a grant up to $5 million over the next four
years for the purpose of investigating and assessing the presence and effects of
perflouronated compounds in the environment and biota); and (v) pay the MPCA up
to $8 million towards the implementation of remedial actions at the Washington
County Landfill.  The Company is working with the MPCA under the terms of the
Settlement Agreement and Consent Order to propose alternatives that the MPCA
will consider to address the presence of perfluorinated compounds in the soil
and groundwater at these sites.



The Company cannot predict what regulatory actions arising from the foregoing
proceedings and activities, if any, may be taken regarding such compounds or the
consequences of any such actions.



In February 2008, the EPA notified the Company that it is seeking $173,000 in
penalties due to alleged past violations of certain monitoring and record
keeping requirements under federal air pollution regulations at the Company's
manufacturing facility in Cottage Grove, Minnesota. The Company had been
operating under a monitoring and record keeping approach that had been approved
by the MPCA. The EPA has now approved the Company's alternative monitoring and
record keeping approach.



Litigation: As previously reported, a former employee filed a purported class
action lawsuit in 2002 in the Circuit Court of Morgan County, Alabama, involving
perfluorooctanyl chemistry, alleging that the plaintiffs suffered fear,
increased risk, subclinical injuries, and property damage from exposure to
perfluorooctanyl chemistry at or near the Company's Decatur, Alabama,
manufacturing facility. The Circuit Court in 2005 granted the Company's motion
to dismiss the named plaintiff's personal injury-related claims on the basis
that such claims are barred by the exclusivity provisions of the state's Workers
Compensation Act. The plaintiffs' counsel filed an amended complaint in November
 2006, limiting the case to property damage claims on behalf of a purported
class of residents and property owners in the vicinity of the Decatur plant.
Also in 2005, the judge in a second purported class action lawsuit (filed by
three residents of Morgan County, Alabama, seeking unstated compensatory and
punitive damages involving alleged damage to their property from emissions of
perfluorooctanyl compounds from the Company's Decatur, Alabama, manufacturing
facility that formerly manufactured those compounds) granted the Company's
motion to abate the case, effectively putting the case on hold pending the
resolution of class certification issues in the action described above filed in
the same court in 2002. Despite the stay, plaintiffs filed an amended complaint
seeking damages for alleged personal injuries and property damage on behalf of
the named plaintiffs and the members of a purported class. No further action in
the case is expected unless and until the stay is lifted.



As previously reported, two residents of Washington County, Minnesota, filed in
October 2004 a purported class action in the District Court of Washington County
on behalf of Washington county residents who have allegedly suffered personal
injuries and property damage from alleged emissions from the former
perfluorooctanyl production facility at Cottage Grove, Minnesota, and from
historic waste disposal sites in the vicinity of that facility. After the
District Court granted the Company's motion to dismiss the claims for medical
monitoring and public nuisance in April 2005, the plaintiffs filed an amended
complaint adding additional allegations involving other perfluorinated compounds
manufactured by the Company, alleging additional legal theories in support of
their claims, adding four plaintiffs, and seeking relief based on alleged
contamination of the City of Oakdale municipal water supply and certain private
wells in the vicinity of Lake Elmo, Minnesota. In April 2006, the plaintiffs
filed a second amended complaint adding two additional plaintiffs. The two
original plaintiffs thereafter dismissed their claims against the Company. After
a hearing on the plaintiffs' motion to certify the case as a class action at the
end of March 2007, the Court on June 19, 2007 denied the plaintiffs' motion to
certify the litigation as a class action. The trial of the individual cases is
scheduled for January 2009.



Several hundred plaintiffs who claim to have lived in the vicinity of the ACME
Barrel Company's storage drum reconditioning facility in Chicago, Illinois,
filed a lawsuit in the third quarter of 2003 in the Circuit Court of Cook
County, Illinois, against 3M and a number of other companies that allegedly were
customers of ACME Barrel. Since the Court rejected plaintiffs' attempt to have
this litigation proceed as a class action, 71 individuals have asserted claims
against the Company and several other defendants for damages allegedly caused by
emissions of hazardous materials from the ACME Barrel drum reconditioning
facility.



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In the second quarter of 2006, the New Jersey Department of Environmental
Protection served a lawsuit that was filed in New Jersey state court against the
Company and several other companies seeking cleanup and removal costs and
damages to natural resources allegedly caused by the discharge of hazardous
substances from two former waste disposal sites in New Jersey. During the fourth
quarter, the Company negotiated a settlement of New Jersey's claims.  Under the
terms of the settlement, the company will transfer to the State of New Jersey
150 acres of undeveloped land with groundwater recharge potential, which the
Company acquired for purposes of the settlement, and will pay the state's
attorneys' fees. Notice of the settlement was published for public comment in
December 2007, and no objections were received. As a result, the Company and the
State of New Jersey have signed the formal settlement agreement pursuant to
which the Company will transfer title to the property and will be dismissed from
the lawsuit, which will continue against the codefendants.



Accrued Liabilities and Insurance Receivables Related to Legal Proceedings



The Company complies with the requirements of Statement of Financial Accounting
Standards No. 5, 'Accounting for Contingencies,' and related guidance, and
records liabilities for legal proceedings in those instances where it can
reasonably estimate the amount of the loss and where liability is probable.
Where the reasonable estimate of the probable loss is a range, the Company
records the most likely estimate of the loss, or the low end of the range if
there is no one best estimate. The Company either discloses the amount of a
possible loss or range of loss in excess of established reserves if estimable,
or states that such an estimate cannot be made. For those insured matters where
the Company has taken a reserve, the Company also records receivables for the
amount of insurance that it expects to recover under the Company's insurance
program. For those insured matters where the Company has not taken a reserve
because the liability is not probable or the amount of the liability is not
estimable, or both, but where the Company has incurred an expense in defending
itself, the Company records receivables for the amount of insurance that it
expects to recover for the expense incurred. The Company discloses significant
legal proceedings even where liability is not probable or the amount of the
liability is not estimable, or both, if the Company believes there is at least a
reasonable possibility that a loss may be incurred.



Because litigation is subject to inherent uncertainties, and unfavorable rulings
or developments could occur, there can be no certainty that the Company may not
ultimately incur charges in excess of presently recorded liabilities. A future
adverse ruling, settlement, or unfavorable development could result in future
charges that could have a material adverse effect on the Company's results of
operations or cash flows in the period in which they are recorded. The Company
currently believes that such future charges, if any, would not have a material
adverse effect on the consolidated financial position of the Company, taking
into account its significant available insurance coverage. Based on experience
and developments, the Company periodically reexamines its estimates of probable
liabilities and associated expenses and receivables, and whether it is able to
estimate a liability previously determined to be not estimable and/or not
probable. Where appropriate, the Company makes additions to or adjustments of
its estimated liabilities. As a result, the current estimates of the potential
impact on the Company's consolidated financial position, results of operations
and cash flows for the legal proceedings and claims pending against the Company
could change in the future.



The Company estimates insurance receivables based on an analysis of its numerous
policies, including their exclusions, pertinent case law interpreting comparable
policies, its experience with similar claims, and assessment of the nature of
the claim, and records an amount it has concluded is likely to be recovered.



The following table shows the major categories of on-going litigation,
environmental remediation and other environmental liabilities for which the
Company has been able to estimate its probable liability and for which the
Company has taken reserves and the related insurance receivables:


  At December 31                         2007          2006         2005
  (Millions)
  Breast implant liabilities          $         1    $       4    $       7
  Breast implant receivables                   64           93          130

  Respirator mask/asbestos                    121          181          210
  liabilities
  Respirator mask/asbestos                    332          380          447
  receivables

  Environmental remediation                    37           44           30
  liabilities
  Environmental remediation                    15           15           15
  receivables

  Other environmental liabilities             147           14            8



For those significant pending legal proceedings that do not appear in the table
and that are not the subject of pending settlement agreements, the Company has
determined that liability is not probable or the amount of the liability is not
estimable, or both, and the Company is unable to estimate the possible loss or
range of loss at this time. The amounts in the preceding table with respect to
breast implant and environmental remediation represent the Company's best
estimate of the respective liabilities. The Company does not believe that there
is any single best estimate of the respirator/mask/asbestos liability or the
other environmental liabilities shown above, nor that it can reliably estimate
the amount or range of amounts by which those liabilities may exceed the
reserves the Company has established.



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Breast Implant Insurance Receivables:  In the breast implant insurance coverage
litigation, the District Court in Ramsey County Minnesota entered an order in
September 2007 dismissing from the suit the last of the insurers that were still
contesting the extent of their coverage for the Company's breast implant product
liability claims. The dismissal was pursuant to a settlement the Company reached
with those insurers during the third quarter of 2007. As of December 31, 2007,
the Company had receivables for insurance recoveries related to the breast
implant matter of $64 million. The Company received $29 million in 2007,
reducing this receivable by that amount. The Company also received $48 million
in January 2008 and expects to receive an additional $10 million by the end of
2008 pursuant to a settlement agreement with three insurers. The Company
continues to pursue recovery against its remaining insurers and expects to
collect the remaining receivable.



Respirator Mask/Asbestos Liabilities and Insurance Receivables: The Company
estimates its respirator mask/asbestos liabilities, including the cost to
resolve the claim and defense costs, by examining: (i) the Company's experience
in resolving claims, (ii) apparent trends, (iii) the apparent quality of claims
(e.g., whether the claim has been asserted on behalf of asymptomatic claimants),
(iv) changes in the nature and mix of claims (e.g., the proportion of claims
asserting usage of the Company's mask or respirator products and alleging
exposure to each of asbestos, silica, coal or other occupational dusts, and
claims pleading use of asbestos-containing products allegedly manufactured by
the Company), (v) the number of current claims and a projection of the number of
future asbestos and other claims that may be filed against the Company, (vi) the
cost to resolve recently settled claims, and (vii) an estimate of the cost to
resolve and defend against current and future claims. Because of the inherent
difficulty in projecting the number of claims that have not yet been asserted,
particularly with respect to the Company's respiratory products that themselves
did not contain any harmful materials (which makes the various published studies
that purport to project future asbestos claims substantially removed from the
Company's principal experience and which themselves vary widely), the Company
does not believe that there is any single best estimate of this liability, nor
that it can reliably estimate the amount or range of amounts by which the
liability may exceed the reserve the Company has established. No liability has
been recorded regarding the pending action brought by the West Virginia Attorney
General previously described.



Developments may occur that could affect the Company's estimate of its
liabilities. These developments include, but are not limited to, significant
changes in (i) the number of future claims, (ii) the average cost of resolving
claims, (iii) the legal costs of defending these claims and in maintaining trial
readiness, (iv) changes in the mix and nature of claims received, (v) trial and
appellate outcomes, (vi) changes in the law and procedure applicable to these
claims, and (vii) the financial viability of other co-defendants and insurers.



As of December 31, 2007, the Company's receivable for insurance recoveries
related to the respirator mask/asbestos litigation was $332 million. Various
factors could affect the timing and amount of recovery of this receivable,
including (i) delays in or avoidance of payment by insurers; (ii) the extent to
which insurers may become insolvent in the future, and (iii) the outcome of
negotiations with insurers and legal proceedings with respect to respirator mask
/asbestos liability insurance coverage. The difference between the accrued
liability and insurance receivable represents in part the time delay between
payment of claims on the one hand and receipt of insurance reimbursements on the
other hand. Because of the lag time between settlement and payment of a claim,
no meaningful conclusions may be drawn from quarterly changes in the amount of
receivables for expected insurance recoveries and the quarterly changes in the
number of claimants at the end of each quarter.



On January 5, 2007 the Company was served with a declaratory judgment action
filed on behalf of two of its insurers (Continental Casualty and Continental
Insurance Co.) disclaiming coverage for respirator/mask claims. The action was
filed in Hennepin County, Minnesota and names, in addition to the Company, over
60 of the Company's insurers. This action is similar in nature to an action
filed in 1994 with respect to breast implant coverage, which ultimately resulted
in the Minnesota Supreme Court's ruling of 2003 that was largely in the
Company's favor. At the company's request, the case was transferred to Ramsey
County, over the objections of the insurers. The Minnesota Supreme Court agreed
to hear the insurers' appeal of that decision. Oral argument on the appeal is
scheduled for March 2008.



Environmental and Other Liabilities and Insurance Receivables: As of December
31, 2007, the Company had recorded liabilities of $37 million for estimated
environmental remediation costs based upon an evaluation of currently available
facts with respect to each individual site and also recorded related insurance
receivables of $15 million. The Company records liabilities for remediation
costs on an undiscounted basis when they are probable and reasonably estimable,
generally no later than the completion of feasibility studies or the Company's
commitment to a plan of action. Liabilities for estimated costs of environmental
remediation, depending on the site, are based primarily upon internal or
third-party environmental studies, and estimates as to the number, participation
level and financial viability of any other potentially responsible parties, the
extent of the contamination and the nature of required remedial actions. The
Company adjusts recorded liabilities as further information develops or
circumstances change. The Company expects that it will pay the amounts recorded
over the periods of remediation for the applicable sites, currently ranging up
to 30 years.



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As of December 31, 2007, the Company had recorded liabilities of $147 million
for estimated other environmental liabilities based upon an evaluation of
currently available facts. As previously reported, the Company increased its
other environmental liabilities by $121 million in the first quarter of 2007 as
a result of regulatory developments in Minnesota and the completion of a
comprehensive review with environmental consultants regarding its other
environmental liabilities which include the estimated costs of addressing trace
amounts of perfluorinated compounds in drinking water sources in the City of
Oakdale and Lake Elmo, Minnesota, as well as presence in the soil and
groundwater at the Company's manufacturing facilities in Decatur, Alabama, and
Cottage Grove, Minnesota, and at two former disposal sites in Minnesota. The
Company expects that most of the spending will occur over the next three to
seven years. While the Company is not able to estimate the total costs of
implementing the Settlement Agreement and Consent Order with the MPCA (described
above under Environmental Matters and Litigation - Regulatory Matters), the
Company increased its other environmental liabilities by an additional $13
million in the second quarter of 2007 to reflect its best estimate of the
specific payment obligations under that agreement.



It is difficult to estimate the cost of environmental compliance and remediation
given the uncertainties regarding the interpretation and enforcement of
applicable environmental laws and regulations, the extent of environmental
contamination and the existence of alternate cleanup methods. Developments may
occur that could affect the Company's current assessment, including, but not
limited to: (i) changes in the information available regarding the environmental
impact of the Company's operations and products; (ii) changes in environmental
regulations, changes in permissible levels of specific compounds in drinking
water sources, or changes in enforcement theories and policies, including
efforts to recover natural resource damages; (iii) new and evolving analytical
and remediation techniques; (iv) success in allocating liability to other
potentially responsible parties; and (v) the financial viability of other
potentially responsible parties and third-party indemnitors.



NOTE 14.  Employee Savings and Stock Ownership Plans



The Company sponsors employee savings plans under Section 401(k) of the Internal
Revenue Code. These plans are offered to substantially all regular U.S.
employees. Employee contributions of up to 6% of compensation are matched at
rates ranging from 35% to 50%, with additional Company contributions depending
upon Company performance. All Company contributions initially are invested in 3M
common stock, with employee contributions invested in a number of investment
funds pursuant to their elections. Vested employees may diversify their 3M
shares into other investment options.



The Company maintains an Employee Stock Ownership Plan (ESOP). This plan was
established in 1989 as a cost-effective way of funding the majority of the
Company's contributions under 401(k) employee savings plans. Total ESOP shares
are considered to be shares outstanding for earnings per share calculations.



Dividends on shares held by the ESOP are paid to the ESOP trust and, together
with Company contributions, are used by the ESOP to repay principal and interest
on the outstanding ESOP debt. The tax benefit related to dividends paid on
unallocated shares was charged directly to equity and totaled approximately $3
million in 2007, $3 million in 2006, and $4 million in 2005. Over the life of
the ESOP debt, shares are released for allocation to participants based on the
ratio of the current year's debt service to the remaining debt service prior to
the current payment.



The ESOP has been the primary funding source for the Company's employee savings
plans. As permitted by AICPA Statement of Position 93-6, 'Employers' Accounting
for Employee Stock Ownership Plans,' the Company has elected to continue its
practices, which are based on Statement of Position 76-3, 'Accounting Practices
for Certain Employee Stock Ownership Plans' and subsequent consensus of the EITF
of the FASB. Accordingly, the debt of the ESOP is recorded as debt, and shares
pledged as collateral are reported as unearned compensation in the Consolidated
Balance Sheet and Consolidated Statement of Changes in Stockholders' Equity and
Comprehensive Income. Unearned compensation is reduced symmetrically as the ESOP
makes principal payments on the debt. Expenses related to the ESOP include total
debt service on the notes, less dividends. The Company contributes treasury
shares, accounted for at fair value, to employee savings plans to cover
obligations not funded by the ESOP (reported as an employee benefit expense).


Employee Savings and Stock Ownership Plans                  2007           2006           2005
(Millions)
Dividends on shares held by the ESOP                    $         37    $        39    $        36
Company contributions to the ESOP                                 10              9             12
Interest incurred on ESOP notes                                    5              8             10
Amounts reported as an employee benefit expense:
Expenses related to ESOP debt service                              5              4              7
Expenses related to treasury shares                               34             36             27



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ESOP Debt Shares                                            2007           2006           2005
Allocated                                                 14,039,070     15,956,530     16,729,528
Committed to be released                                     278,125        286,620        366,969
Unreleased                                                 2,457,641      3,831,425      5,145,039
Total ESOP debt shares                                    16,774,836     20,074,575     22,241,536



NOTE 15.  Management Stock Ownership Program (MSOP) and General Employees' Stock
Purchase Plan (GESPP)



The Company issues MSOP options to eligible employees annually in May using the
closing stock price on the grant date, which is the date of the Annual
Stockholders' Meeting. In May 2005, shareholders approved 36.75 million shares
for issuance under the MSOP in the form of management stock options, restricted
stock, restricted stock units and stock appreciation rights. Under the plan, the
Company has principally issued stock options to management employees that are
granted at market value on the date of grant. Prior to 2005, under previous
plans, these options were generally exercisable one year after the date of
grant, with expiration 10 years from the date of grant. Effective with the May
2005 grant, the Company changed its vesting period from one to three years with
the expiration date remaining at 10 years from date of grant. In addition to
grants to management employees, the Company makes other minor stock option
grants to employees, for which vesting terms and option lives are not
substantially different, and also makes minor grants of restricted stock units
and other stock-based grants.



Outstanding shares under option include grants from previous plans. There were
approximately 15,400 participants in the plan with either outstanding options or
restricted stock units at December 31, 2007.



Management Stock Ownership Program


                                      2007                          2006                           2005
                            Number of       Exercise      Number of       Exercise        Number of     Exercise
                             Options         Price*        Options         Price*          Options       Price*
Under option -
January 1                    82,867,903    $     67.41     80,157,713    $     62.40      78,293,754   $     58.70
Granted
Annual                        4,434,583          84.81     11,255,448          87.31      10,821,092         76.81
Progressive (Reload)            461,815          87.12        652,552          80.44         751,995         81.19
Other                            51,730          82.93         84,400          76.45         570,631         78.07
Exercised                   (12,498,051 )        55.34     (8,693,946 )        47.71      (9,027,646 )       48.30
Canceled                       (704,929 )        77.36       (588,264 )        74.72      (1,252,113 )       75.65
December 31                  74,613,051    $     70.50     82,867,903    $     67.41      80,157,713   $     62.40
Options exercisable          58,816,963    $     66.83     64,218,738    $     62.85      68,714,166   $     60.03
December 31
-----------------------------


*Weighted average



For options outstanding at December 31, 2007, the weighted-average remaining
contractual life was 66 months and the aggregate intrinsic value was $1.070
billion. For options exercisable at December 31, 2007, the weighted-average
remaining contractual life was 57 months and the aggregate intrinsic value was
$1.042 billion. As of December 31, 2007, there was $118 million of compensation
expense that has yet to be recognized related to non-vested stock option-based
awards. This expense is expected to be recognized over the remaining vesting
period with a weighted-average life of 18 months. The total intrinsic values of
stock options exercised during 2007, 2006 and 2005, respectively, was $373
million, $289 million and $278 million. Cash received from options exercised
during 2007, 2006 and 2005, respectively, was $692 million, $414 million and
$437 million.



The Company's actual tax benefits realized for the tax deductions related to the
exercise of employee stock options for 2007, 2006 and 2005, respectively, was
$122 million, $93 million and $95 million. The Company does not have a specific
policy to repurchase common shares to mitigate the dilutive impact of options;
however, the Company has historically made adequate discretionary purchases,
based on cash availability, market trends and other factors, to satisfy stock
option exercise activity.



Beginning in 2007, the Company began reducing the number of traditional stock
options granted under its long-term incentive compensation plan by reducing the
number of employees eligible to receive annual grants and by shifting a





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portion of the annual grant away from traditional stock options primarily to
restricted stock units. These changes will reduce the annual dilution impact
from 1.5% of total outstanding common stock to about 1%. However, associated
with the reduction in the number of eligible employees, the Company provided a
one-time 'buyout' grant to the impacted employees, which resulted in increased
stock-based compensation expense in 2007. The following table summarizes MSOP
restricted stock and restricted stock unit activity during the twelve months
ended December 31, 2007:



Restricted Stock and
Restricted Stock Units


                                                       Number of     Grant Date
                                                         Awards      Fair Value*
Nonvested balance -
As of January 1, 2007                                     411,562    $     78.11
Granted
Annual                                                  1,695,592          77.88
Other                                                      22,465          50.88
Vested                                                    (90,913 )        77.38
Forfeited                                                 (37,125 )        79.04
As of December 31, 2007                                 2,001,581    $     77.63
--------------------

*Weighted average



As of December 31, 2007, there was $97 million of compensation expense that has
yet to be recognized related to non-vested restricted stock and restricted stock
units. This expense is expected to be recognized over the remaining vesting
period with a weighted-average life of 39 months. The total fair value of
restricted stock and restricted stock units that vested during the twelve-month
periods ended December 31, 2007 and 2006 was $6 million and $5 million,
respectively.



In addition, the Company issues cash settled Restricted Stock Units and Stock
Appreciation Rights in certain countries. These grants do not result in the
issuance of Common Stock and are considered immaterial by the Company.



The remaining total MSOP shares available for grant under the 2005 MSOP Program
are 4,408,083, 13,074,202 and 24,937,892, respectively, as of December 31, 2007,
2006 and 2005. Restricted stock and restricted stock units, per the 2005 MSOP
Program, shall be counted against the total shares available as 2.45 shares for
every one share issued in connection with that award.



Effective with the May 2005 grant, the Company no longer issues options eligible
for additional progressive (reload) options; however, when a progressive option
is issued upon the exercise of a pre-May 2005 non-qualified stock option, the
option is revalued and additional stock compensation expense is incurred.



For annual and progressive (reload) options, the weighted average fair value at
the date of grant was calculated using the Black-Scholes option-pricing model
and the assumptions that follow.



MSOP Assumptions


                                            Annual                                 Progressive (Reload)
                              2007           2006           2005            2007           2006           2005
Exercise price             $     84.79    $     87.23    $     76.87     $     87.12    $     80.44    $     81.19
Risk-free interest                 4.6 %          5.0 %          4.0 %           4.6 %          4.5 %          3.7 %
rate
Dividend yield                     2.1 %          2.0 %          2.0 %           2.1 %          2.0 %          2.0 %
Volatility                        20.0 %         20.0 %         23.5 %          18.4 %         20.1 %         20.9 %
Expected life (months)              69             69             69              25             39             40
Black-Scholes fair         $     18.12    $     19.81    $     18.28     $     13.26    $     12.53    $     13.18
value



In connection with the adoption of SFAS No. 123R, in 2005 the Company reviewed
and updated, among other things, its volatility and expected term assumptions.
Expected volatility is a statistical measure of the amount by which a stock
price is expected to fluctuate during a period. For the 2007, 2006 and 2005
annual grant date, the Company estimated the expected volatility based upon the
average of the most recent one year volatility, the median of the term of the
expected life rolling volatility, the median of the most recent term of the
expected life volatility of 3M stock, and the implied volatility on the grant
date. The expected term assumption is based on the weighted average of
historical grants and assuming that options outstanding are exercised at the
midpoint of the future remaining term.



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As previously mentioned, the Company expanded its utilization of restricted
stock units in conjunction with the May 2007 MSOP Annual Grant. The May 2007
annual restricted stock unit grant does not accrue dividends during the vesting
period and vests over three years. The 2007 one-time 'buyout' restricted stock
unit grant vests over five years.



General Employees' Stock Purchase Plan (GESPP):



In May 1997, shareholders approved 30 million shares for issuance under the
Company's GESPP. Substantially all employees are eligible to participate in the
plan. Participants are granted options at 85% of market value at the date of
grant. There are no GESPP shares under option at the beginning or end of each
year because options are granted on the first business day and exercised on the
last business day of the same month.



General Employees' Stock

Purchase Plan


                                               2007                        2006                        2005
                                                    Exercise                    Exercise                    Exercise
                                       Shares        Price*        Shares        Price*        Shares        Price*
Options granted                       1,507,335    $    69.34     1,656,554    $    65.25     1,646,521    $    66.11
Options exercised                    (1,507,335 )       69.34    (1,656,554 )       65.25    (1,646,521 )       66.11
Shares available for grant -          8,940,650                  10,447,985                  12,104,539
December 31
--------------------

*Weighted average



The weighted-average fair value per option granted during 2007, 2006 and 2005
was $12.24, $11.51 and $11.67, respectively. The fair value of GESPP options was
based on the 15% purchase price discount. The Company recognized compensation
expense for GESSP options of $18 million in 2007, $19 million in 2006, and $19
million in 2005.



MSOP / GESPP Stock-based Compensation Expense:



The impact of stock-based compensation on net income and earnings per share
provided below for the year ended December 31, 2005, was recognized over the
nominal vesting period, whereby if an employee retired before the end of the
vesting period, the Company would recognize any remaining unrecognized
compensation cost at the date of retirement. SFAS No. 123R requires recognition
under a non-substantive vesting period approach, requiring compensation expense
recognition when an employee is eligible to retire. 3M employees in the United
States are eligible to retire beginning at age 55 and after having completed
five years of service. Approximately 25% of the number of stock-based
compensation awards are made to this population. The Company changed to the
non-substantive vesting period approach for new stock compensation grants made
after the Company's adoption of SFAS No. 123R on January 1, 2006. Therefore,
primarily beginning in May 2006 with the annual MSOP grant, immediate expensing
of those stock-based compensation awards granted to employees eligible to retire
resulted in higher compensation expense than historically recognized in
comparable prior periods. Capitalized stock-based compensation amounts were not
material for 2007, 2006 and 2005. The income tax benefits can fluctuate by
period due to the amount of Incentive Stock Options (ISO) exercised since the
Company receives the ISO tax benefit upon exercise. The Company last granted
ISO's in 2002. Amounts recognized in the financial statements with respect to
both the MSOP and GESPP are as follows:



MSOP / GESPP STOCK-BASED

COMPENSATION EXPENSE


                                                              Years ended
                                                              December 31
(Millions, except per share amounts)                2007          2006          2005
Cost of sales                                    $       47    $       42    $       27
Selling, general and administrative expenses            137           119            96
Research, development and related expenses               44            39            32

Operating Income (Loss)                          $     (228 )  $     (200 )  $     (155 )

Income tax benefits                              $       93    $       72    $       67

Net Income (Loss)                                $     (135 )  $     (128 )  $      (88 )

Earnings per share impact - diluted              $    (0.18 )  $    (0.17 )  $    (0.14 )
Earnings per share - diluted                     $     5.60    $     5.06    $     3.98





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The following table adjusts the revised diluted earnings per share for 2005 from
the preceding table to reflect the approximate impact of using the
non-substantive vesting period approach for these periods.


     Stock-Based Compensation
     Pro Forma Earnings Per Share - Diluted                      2005
     Earnings per share - diluted                            $       3.98
     Impact of retirement-eligible employees                 $      (0.02 )
     Pro forma (adjusted to reflect non-substantive          $       3.96
     vesting period approach)



NOTE 16.  Business Segments



Effective in the first quarter of 2007, 3M made certain changes to its business
segments in its continuing effort to drive growth by aligning businesses around
markets and customers. The most significant of these changes are summarized as
follows:



•     3M's new emerging business opportunity in its Track and Trace initiative
resulted in the merging of a number of formerly separate efforts into one
concerted effort for future growth. Track and Trace has a growing array of
applications - from tracking packages to managing medical and legal records. The
establishment of this new initiative within 3M's Safety, Security and Protection
Services segment resulted in the transfer of certain businesses to this segment
from other segments, including the transfer of HighJump Software Inc., a 3M
U.S.-based subsidiary that provides supply chain execution software and
solutions (Industrial and Transportation segment) and the transfer of certain
Track and Trace products from the Electro and Communications segment.


•     3M's Visual Systems business (Consumer and Office segment), which offers
analog overhead and electronic projectors and film, was transferred to the
Electro and Communications segment. This transfer is intended to leverage common
markets, customers, suppliers and technologies.


•     3M's Industrial and Transportation segment (Energy and Advanced Materials
business) transferred the 3MTM Aluminum Conductor Composite Reinforced (ACCR)
electrical power cable to the Electro and Communications segment (Electrical
Markets business). With an aluminum-based metal matrix at its core, the ACCR
product increases transmission capacity for existing power lines. The Electrical
Markets business sells insulating, testing and connecting products to various
markets, including the electric utility markets.


•     Certain adhesives and tapes in the Industrial and Transportation segment
(Industrial Adhesives and Tapes business) were transferred to the Consumer and
Office segment (primarily related to the Construction and Home Improvement
business and the Stationery Products business) and to the Electro and
Communications segment (Electronics Markets Materials business). Certain
maintenance-free respirator products for the consumer market in 3M's Safety,
Security and Protection Services segment were transferred to the Consumer and
Office segment (Construction and Home Improvement business).


•     3M transferred Film Manufacturing and Supply Chain Operations, a resource
for the manufacturing and development of films and materials, to the Display and
Graphics Business from Corporate and Unallocated.


The financial information presented herein reflects the impact of all of the
preceding changes for all periods presented.



3M's businesses are organized, managed and internally grouped into segments
based on differences in products, technologies and services. 3M continues to
manage its operations in six operating business segments: Industrial and
Transportation segment, Health Care segment, Display and Graphics segment,
Consumer and Office segment, Safety, Security and Protection Services segment
and Electro and Communications segment. 3M's six business segments bring
together common or related 3M technologies, enhancing the development of
innovative products and services and providing for efficient sharing of business
resources. These segments have worldwide responsibility for virtually all 3M
product lines. 3M is not dependent on any single product or market. Certain
small businesses and lab-sponsored products, as well as various corporate assets
and expenses, are not allocated to the business segments.


Transactions among reportable segments are recorded at cost. 3M is an integrated
enterprise characterized by substantial intersegment cooperation, cost
allocations and inventory transfers. Therefore, management does not represent
that these segments, if operated independently, would report the operating
income and other financial information shown. The allocations resulting from the
shared utilization of assets are not necessarily indicative of the underlying
activity for segment assets, depreciation and amortization, and capital
expenditures.





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Business Segment Products

Business Segment                                                      Major Products
Industrial and Transportation       Tapes, coated and nonwoven abrasives, adhesives, specialty materials, filtration
                                    products, closures for disposable diapers, automotive components,
                                    abrasion-resistant films, structural adhesives and paint finishing and detailing
                                    products
Health Care                         Medical and surgical supplies, skin health and infection prevention products,
                                    pharmaceuticals (sold in December 2006 and January 2007), drug delivery systems,
                                    dental and orthodontic products, health information systems and microbiology
                                    products
Display and Graphics                Optical films and lens solutions for electronic displays, touch screens and touch
                                    monitors, reflective sheeting for transportation safety, and commercial graphics
                                    systems
Consumer and Office                 Sponges, scouring pads, high-performance cloths, consumer and office tapes,
                                    repositionable notes, carpet and fabric protectors, construction and home
                                    improvement products, home care products, protective material products and consumer
                                    health care products
Safety, Security and Protection     Personal protection products, safety and security products, energy control
Services                            products, commercial cleaning and protection products, floor matting, roofing
                                    granules for asphalt shingles, and Track and Trace products, such as supply chain
                                    execution software solutions
Electro and Communications          Packaging and interconnection devices, insulating and splicing solutions for the
                                    electronics, telecommunications, electrical industries, and visual systems



Business Segment Information


                                       Net Sales                      Operating Income
(Millions)                     2007       2006       2005       2007       2006        2005
Industrial and               $  7,274   $  6,640   $  6,047    $ 1,501    $ 1,342    $  1,210
Transportation
Health Care                     3,968      4,011      3,760      1,882      1,845       1,114
Display and Graphics            3,892      3,770      3,547      1,174      1,044       1,148
Consumer and Office             3,403      3,164      2,926        688        629         609
Safety, Security and            3,070      2,663      2,320        611        549         513
Protection Services
Electro and                     2,775      2,631      2,509        481        411         422
Communications
Corporate and Unallocated          80         44         58       (144 )     (124 )      (162 )
Total Company                $ 24,462   $ 22,923   $ 21,167    $ 6,193    $ 5,696    $  4,854


                                     Assets               Depreciation & Amortization       Capital Expenditures
(Millions)                 2007       2006       2005      2007      2006      2005      2007       2006       2005
Industrial and           $  5,872   $  5,180   $  5,013   $   294   $   287   $   282   $   396    $   284    $   263
Transportation
Health Care                 2,909      2,477      2,166       138       162       131       213        159        138
Display and Graphics        3,199      3,035      2,775       222       232       189       341        323        237
Consumer and Office         1,720      1,577      1,476        82        77        83       101        103         79
Safety, Security and        2,344      2,061      1,429       161       120       121       205        151        100
Protection Services
Electro and                 2,063      2,003      1,877       146       173       155       136        117        113
Communications
Corporate and               6,587      4,961      5,805        29        28        25        30         31         13
Unallocated
Total Company            $ 24,694   $ 21,294   $ 20,541   $ 1,072   $ 1,079   $   986   $ 1,422    $ 1,168    $   943



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Segment assets for the operating business segments (excluding Corporate and
Unallocated) primarily include accounts receivable; inventory; property, plant
and equipment - net; goodwill and intangible assets; and other miscellaneous
assets. Assets included in Corporate and Unallocated principally are cash, cash
equivalents and marketable securities; insurance receivables; deferred income
taxes; certain investments and other assets, including prepaid pension assets;
and certain unallocated property, plant and equipment. Corporate and unallocated
assets can change from year to year due to changes in cash, cash equivalents and
marketable securities, changes in prepaid pension and postretirement benefits,
and changes in other unallocated asset categories. For management reporting
purposes, corporate goodwill (which at December 31, 2007, totaled approximately
$400 million) is not allocated to the six operating business segments. In Note
3, corporate goodwill has been allocated to the respective market segments as
required by SFAS No. 142 for impairment testing.



Corporate and Unallocated operating income principally includes corporate
investment gains and losses, certain derivative gains and losses,
insurance-related gains and losses, certain litigation expenses, corporate
restructuring program charges and other miscellaneous items. Because this
category includes a variety of miscellaneous items, it is subject to fluctuation
on a quarterly and annual basis.



Refer to Note 2 and Note 4 for discussion of items that significantly impact
business segment reported results. The most significant items impacting both
2007 and 2006 results are the net gain on sale of the pharmaceuticals business
(within the Health Care segment) and restructuring and other actions.



NOTE 17.  Geographic Areas



Geographic area information is used by the Company as a secondary performance
measure to manage its businesses. Export sales and certain income and expense
items are reported within the geographic area where the final sales to 3M
customers are made.


                              Net sales to customers            Operating Income             Property, plant and
                                                                                               equipment, net
(Millions)                  2007       2006       2005      2007      2006      2005      2007      2006      2005
United States             $  8,987   $  8,853   $  8,267   $ 1,692   $ 1,908   $ 1,200   $ 3,668   $ 3,382   $ 3,291
Asia Pacific                 6,601      6,251      5,744     2,136     2,097     2,085     1,116       959       865
Europe, Middle East and      6,503      5,726      5,219     1,705     1,092     1,057     1,308     1,162     1,076
Africa
Latin America and            2,365      2,080      1,881       665       629       512       490       404       361
Canada
Other Unallocated                6         13         56        (5 )     (30 )       -         -         -         -
Total Company             $ 24,462   $ 22,923   $ 21,167   $ 6,193   $ 5,696   $ 4,854   $ 6,582   $ 5,907   $ 5,593



Both 2007 and 2006 operating income results by geographic area were
significantly impacted by the sale of businesses and restructuring and other
exit activities. Refer to Note 2 and Note 4 for discussion of these items.



Asia Pacific includes Japan net sales to customers of $2.063 billion in 2007,
$2.048 billion in 2006, and $2.094 billion in 2005. Asia Pacific includes Japan
net property, plant and equipment of $357 million in 2007, $345 million in 2006,
and $350 million in 2005.



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NOTE 18.  Quarterly Data (Unaudited)


(Millions, except per-share amounts)             First         Second        Third         Fourth         Year
2007                                            Quarter       Quarter       Quarter       Quarter         2007

Net sales                                      $    5,937    $    6,142    $    6,177    $    6,206    $   24,462
Cost of sales                                       3,022         3,175         3,240         3,298        12,735
Net income                                          1,368           917           960           851         4,096
Earnings per share - basic                           1.88          1.28          1.34          1.20          5.70
Earnings per share - diluted                         1.85          1.25          1.32          1.17          5.60


                                                 First         Second        Third         Fourth         Year
2006                                            Quarter       Quarter       Quarter       Quarter         2006

Net sales                                      $    5,595    $    5,688    $    5,858    $    5,782    $   22,923
Cost of sales                                       2,721         2,840         2,990         3,162        11,713
Net income                                            899           882           894         1,176         3,851
Earnings per share - basic                           1.19          1.17          1.20          1.60          5.15
Earnings per share - diluted                         1.17          1.15          1.18          1.57          5.06



Gross profit is calculated as net sales minus cost of sales. In 2007, gains on
sales of businesses and real estate, net of restructuring and other items,
increased net income by $448 million, or $0.62 per diluted share, with $422
million, or $0.57 per diluted share recorded in the first quarter of 2007. 2007
included net benefits from gains related to the sale of businesses and a gain on
sale of real estate, which were partially offset by increases in environmental
liabilities, restructuring actions, and other exit activities. In 2006, a gain
on sale, net of restructuring and other items, increased net income by $438
million, or $0.57 per diluted share, with $354 million, or $0.47 per diluted
share, recorded in the fourth quarter of 2006. 2006 included net benefits from
gains related to the sale of certain portions of 3M's branded pharmaceuticals
business and favorable income tax adjustments, which were partially offset by
restructuring actions, acquired in-process research and development expenses,
settlement costs of a previously disclosed antitrust class action, and
environmental obligations related to the pharmaceuticals business.



Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.

None.



Item 9A. Controls and Procedures.



a. The Company carried out an evaluation, under the supervision and with the
participation of its management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's 'disclosure controls and procedures' (as defined in the Exchange Act
Rule 13a-15(e)) as of the end of the period covered by this report. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective.



b. The Company's management is responsible for establishing and maintaining an
adequate system of internal control over financial reporting, as defined in the
Exchange Act Rule 13a-15(f). The management conducted an assessment of the
Company's internal control over financial reporting based on the framework
established by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control - Integrated Framework. Based on the assessment,
the management concluded that, as of December 31, 2007, the Company's internal
control over financial reporting is effective. The Company's internal control
over financial reporting as of December 31, 2007 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their report which is included herein, which expresses an unqualified
opinion on the effectiveness of the Company's internal control over financial
reporting as of December 31, 2007.



c. There was no change in the Company's internal control over financial
reporting that occurred during the Company's most recently completed fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.



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Item 9B. Other Information.

Effective March 31, 2007, 3M voluntarily delisted from NYSE Arca Inc., formerly
the Pacific Exchange, to eliminate duplicative administrative requirements and
costs inherent with dual listings as a result of the NYSE Group's recent merger
with Archipelago Holdings, the parent company of NYSE Arca. 3M does not believe
that withdrawing its listing from NYSE Arca Inc. will have any impact on the
liquidity of its stock. NYSE Arca will continue to trade 3M stock on an unlisted
trading privilege basis. 3M's common stock will continue to be listed on the New
York Stock Exchange, the company's principal listing exchange.



                                    PART III



Documents Incorporated by Reference

In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company's
definitive proxy statement (to be filed pursuant to Regulation 14A within 120
days after Registrant's fiscal year-end of December 31, 2007) for its annual
meeting to be held on May 13, 2008, are incorporated by reference in this Form
10-K.



Item 10. Directors, Executive Officers and Corporate Governance. The information
relating to directors and nominees of 3M is set forth under the caption '
Proposal No. 1 - Election of Directors' in 3M's proxy statement for its 2007
annual meeting of stockholders ('3M Proxy Statement') and is incorporated by
reference herein. Information about executive officers is included in Item 1 of
this Annual Report on Form 10-K. The information required by Items 407(c)(3),
(d)(4) and (d)(5) of Regulation S-K is contained under the captions 'Governance
of the Company - Director Nomination Process', 'Board and Committee Membership -
Audit Committee' of the 3M Proxy Statement and such information is incorporated
by reference herein.



Code of Ethics. All of our employees, including our Chief Executive Officer and
Chief Financial Officer are required to abide by 3M's long-standing business
conduct policies to ensure that our business is conducted in a consistently
legal and ethical manner. 3M has posted the text of such code of ethics on its
website (http://www.3M.com/businessconduct). At the same website, any future
amendments to the code of ethics will also be posted. Any person may request a
copy of the code of ethics, at no cost, by writing to us at the following
address:



3M Company

3M Center, Building 220-9E-02

St. Paul, MN  55144-1000

Attention: Director, Business Conduct and Compliance



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Item 11. Executive Compensation. The information required by Item 402 of
Regulation S-K is contained under the captions 'Executive Compensation'
(excluding the information under the caption '- Compensation Committee Report')
and 'Director Compensation and Stock Ownership Guidelines' of the 3M Proxy
Statement. Such information is incorporated by reference.



The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is
contained under the captions 'Compensation Committee Interlocks and Insider
Participation' and 'Executive Compensation - Compensation Committee Report' of
the 3M Proxy Statement. Such information (other than the Compensation Committee
Report, which shall not be deemed to be 'filed') is incorporated by reference.



Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters. The information relating to security ownership of
certain beneficial owners and management is set forth under the designation '
Beneficial Ownership Table' and 'Security Ownership of More Than 5 Percent
Stockholders' in the 3M Proxy Statement and such information is incorporated by
reference herein.



Equity compensation plans information follows:



Equity Compensation Plans Information (1)
                                                        A                       B                       C
                                                    Number of               Weighted-               Number of
                                                                                                    securities
                                                 securities to be            average                remaining
                                                                                                  available for
                                                   issued upon               exercise            future issuance
                                                                                                      under
                                                   exercise of               price of                 equity
                                                                                                   compensation
                                                   outstanding             outstanding           plans (excluding
                                                options, warrants       options, warrants           securities
                                                                                                   reflected in
Plan Category                                       and rights              and rights              column (A)
Equity compensation plans approved by
security holders
MSOP - Options                                          74,613,051      $            70.50                       -
MSOP - RSU's                                             2,001,581                       -                       -
MSOP - Total                                            76,614,632      $            70.50               4,408,083
GESPP                                                            -                       -               8,940,650
Non-employee directors                                           -                       -                 504,893
Subtotal                                                76,614,632      $            70.50              13,853,626
Equity compensation plans not approved by                        -                       -                       -
security holders
Total                                                   76,614,632      $            70.50              13,853,626
-----------------------------


(1) The weighted-average exercise price in column B is only applicable to
options issued under the MSOP. The number of securities remaining available for
future issuance in column C is approved for the MSOP program in total and not
individually with respect to MSOP-Options and MSOP-RSU's.



Item 13. Certain Relationships and Related Transactions, and Director
Independence.

With respect to certain relationships and related transactions as set forth in
Item 404 of Regulation S-K, no matters require disclosure. The information
required by Item 407(a) of Regulation S-K is contained under the caption '
Governance of the Company - Director Independence' of the 3M Proxy Statement and
such information is incorporated by reference herein.



Item 14. Principal Accounting Fees and Services. The information relating to
principal accounting fees and services is set forth under the designation 'Fees
of the Independent Registered Public Accounting Firm' in the 3M Proxy Statement
and such information is incorporated by reference herein.



                                       89
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                                    PART IV



Item 15. Exhibits and Financial Statement Schedules.



(a) (1) Financial Statements. The consolidated financial statements filed as
part of this report are listed in the index to financial statements on page 37
as follows:


                                                                                             Page
                                                                                             Number
Report of Independent Registered Public Accounting Firm                                            39

Consolidated Statement of Income for the years ended December 31, 2007, 2006
and 2005                                                                                           40

Consolidated Balance Sheet at December 31, 2007 and 2006                                           41

Consolidated Statement of Changes in Stockholders' Equity and Comprehensive
Income for the years ended December 31, 2007, 2006 and 2005                                        42

Consolidated Statement of Cash Flows for the years ended December 31, 2007,
2006 and 2005                                                                                      43

Notes to Consolidated Financial Statements                                                      44-87



(a) (2) Financial Statement Schedules. Financial statement schedules are omitted
because of the absence of the conditions under which they are required or
because the required information is included in the Consolidated Financial
Statements or the notes thereto. The financial statements of unconsolidated
subsidiaries are omitted because, considered in the aggregate, they would not
constitute a significant subsidiary.



(a) (3) Exhibits. The exhibits are either filed with this report or incorporated
by reference into this report. Exhibit numbers 10.1 through 10.24 are management
contracts or compensatory plans or arrangements. See (b) Exhibits, which follow.



(b) Exhibits.



Index to Exhibits:

(3) Articles of Incorporation and bylaws

(3.1) Certificate of incorporation, as amended as of May 11, 2007, is
incorporated by reference from our Form 8-K dated May 14, 2007.

(3.2) Bylaws, as amended as of February 11, 2008, is incorporated by reference
from our Form 8-K dated February 11, 2008.



(4)  Instruments defining the rights of security holders, including indentures:

    (4.1) Indenture, dated as of November 17, 2000, between 3M and Citibank, 
N.A., with respect to 3M's senior debt securities, is incorporated by reference 
from our Form 8-K dated December 7, 2000.

    (4.2) Indenture, dated as of November 21, 2002, between 3M and Citibank, 
N.A., with respect to Liquid Yield OptionTM Notes zero coupon senior debt 
securities, is incorporated by reference from Registration No. 333-103234 on 
Form S-3 filed on February 14, 2003.

    (4.3) First Supplemental Indenture, dated as of November 16, 2005, to 
Indenture between 3M and Citibank, N.A., with respect to Liquid Yield OptionTM 
Notes zero coupon senior debt securities, is incorporated by reference from our 
8-K dated November 17, 2005.

    (4.4) Except as set forth in the preceding Exhibits 4.1, 4.2 and 4.3, the 
instruments defining the rights of holders of long-term debt securities of 3M 
have been omitted. We agree to furnish to the SEC, upon request, a copy of such 
instruments with respect to issuances of long-term debt of 3M.



(10)  Material contracts and management compensation plans and arrangements:

    (10.1) 3M 2005 Management Stock Ownership Program is incorporated by
reference from our Proxy Statement for the 2005 Annual Meeting of Stockholders.

    (10.2) 3M 2002 Management Stock Ownership Program is incorporated by
reference from our Proxy Statement for the 2002 Annual Meeting of Stockholders.

    (10.3) 3M 1997 Management Stock Ownership Program is incorporated by 
reference from our Proxy Statement for the 1997 Annual Meeting of Stockholders.

    (10.4) 3M 1992 Management Stock Ownership Program is incorporated by 
reference from our Proxy Statement for the 1992 Annual Meeting of Stockholders.



                                       90
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  (10.5)   Form of award agreement for non-qualified stock options granted under 
the 2005 Management Stock Ownership Program, is incorporated by reference from 
our Form 8-K dated May 16, 2005.

  (10.6)   Form of award agreement for non-qualified stock options granted under 
the 2002 Management Stock Ownership Program, is incorporated by reference from 
our Form 10-K for the year ended December 31, 2004.

  (10.7)   3M 1997 General Employees' Stock Purchase Plan, as amended through 
November 8, 2004, is incorporated by reference from our Form 10-K for the year 
ended December 31, 2004.

  (10.8)   3M VIP (Voluntary Investment Plan) Plus is incorporated by reference 
from Registration Statement No. 333-73192 on Form S-8, filed on November 13, 
2001.

  (10.9)   3M Deferred Compensation Plan, as amended through February 2008, is 
incorporated by reference from our 8-K dated February 14, 2008.

 (10.10)   3M Executive Annual Incentive Plan is incorporated by reference from 
our Form 8-K dated May 14, 2007.

 (10.11)   3M Performance Unit Plan, as amended through February 11, 2007, is 
incorporated by reference from our Form 8-K dated May 14, 2007.

 (10.12)   Description of changes to Non-Employee Director Compensation and 
Stock Ownership Guidelines dated as of August 13, 2007 is incorporated by 
reference from our Form 10-Q for the quarter ended September 30, 2007.

 (10.13)   Description of changes to 3M Compensation Plan for Non-Employee 
Directors is incorporated by reference from our Form 8-K dated August 8, 2005.

 (10.14)   3M Compensation Plan for Non-Employee Directors, as amended, through 
November 8, 2004, is incorporated by reference from our Form 10-K for the year 
ended December 31, 2004.

 (10.15)   3M 1992 Directors Stock Ownership Program, as amended through 
November 8, 2004, is incorporated by reference from our Form 10-K for the year 
ended December 31, 2004.

 (10.16)   3M Executive Life Insurance Plan, as amended, is incorporated by 
reference from our Form 10-K for the year ended December 31, 2003.

 (10.17)   Summary of Personal Financial Planning Services for 3M Executives is 
incorporated by reference from our Form 10-K for the year ended December 31, 
2003.

 (10.18)   3M policy on reimbursement of incentive payments is incorporated by 
reference from our Form 10-K for the year ended December 31, 2006.

 (10.19)   Employment agreement dated as of December 6, 2005, between 3M and 
George W. Buckley is incorporated by reference from our Form 8-K dated 
December 9, 2005.

 (10.20)   Amendment, dated August 14, 2006, to employment agreement between 3M 
and George W. Buckley is incorporated by reference from our Form 10-Q for the 
quarter ended September 30, 2006.

 (10.21)   Description of compensation plan for Robert S. Morrison is 
incorporated by reference from our Form 8-K dated August 8, 2005.

 (10.22)   Employment agreement dated as of January 23, 2002, between 3M and 
Patrick D. Campbell is incorporated by reference from our Form 10-K for the year 
ended December 31, 2001.

 (10.23)   Employment agreement dated as of November 19, 2002, between 3M and 
Richard F. Ziegler is incorporated by reference from our Form 10-K for the year 
ended December 31, 2002.

 (10.24)   Letter agreement dated as of March 14, 2007, between 3M and Richard 
F. Ziegler is incorporated by reference from our 8-K dated March 19, 2007.

 (10.25)   Five-year credit agreement as of April 30, 2007, is incorporated by 
reference from our Form 8-K dated May 3, 2007.



Filed electronically herewith:

     (12)   Calculation of ratio of earnings to fixed charges.
     (21)   Subsidiaries of the Registrant.
     (23)   Consent of Independent Registered Public Accounting Firm.
     (24)   Power of attorney.
   (31.1)   Certification of the Chief Executive Officer pursuant to Section 302 
            of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
   (31.2)   Certification of the Chief Financial Officer pursuant to Section 302 
            of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
   (32.1)   Certification of the Chief Executive Officer pursuant to Section 906 
            of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
   (32.2)   Certification of the Chief Financial Officer pursuant to Section 906 
            of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.



                                       91
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                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                   3M COMPANY




                                              By   /s/ Patrick D.
                                                   Campbell
                                                 Patrick D. Campbell,
                                   Senior Vice President and Chief Financial Officer
                                     (Principal Financial and Accounting Officer)
                                                   February 15, 2008



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on February 15, 2008.


Signature                                                      Title

George W. Buckley        Chairman of the Board, President and Chief Executive 
                         Officer (Principal Officer and Director)
Linda G. Alvarado        Director
Vance D. Coffman         Director
Michael L. Eskew         Director
W. James Farrell         Director
Herbert L. Henkel        Director
Edward M. Liddy          Director
Robert S. Morrison       Director
Aulana L. Peters         Director
Rozanne L. Ridgway       Director



Patrick D. Campbell, by signing his name hereto, does hereby sign this document
pursuant to powers of attorney duly executed by the other persons named, filed
with the Securities and Exchange Commission on behalf of such other persons, all
in the capacities and on the date stated, such persons constituting a majority
of the directors of the Company.


                                                By /s/ Patrick D.
                                                   Campbell
                                         Patrick D. Campbell, Attorney-in-Fact



                                       92
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                                                                      EXHIBIT 12



                          3M COMPANY AND SUBSIDIARIES



               CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                   (Millions)


                                                                2007       2006       2005       2004       2003
EARNINGS
Income before income taxes, minority interest, and            $  6,115   $  5,625   $  4,828   $  4,303   $  3,448
cumulative effect of accounting change*

Add:

Interest expense                                                   229        139        101         88        103

Interest component of the ESOP benefit expense                       5          8         10         12         14

Portion of rent under operating leases representative of            70         70         64         60         53
the interest component

Less:

Equity in undistributed income of 20-50% owned companies             5          6          4          6          7

TOTAL EARNINGS AVAILABLE FOR FIXED CHARGES                    $  6,414   $  5,836   $  4,999   $  4,457   $  3,611

FIXED CHARGES
Interest on debt                                                   235        138         94         78         93

Interest component of the ESOP benefit expense                       5          8         10         12         14

Portion of rent under operating leases representative of            70         70         64         60         53
the interest component

TOTAL FIXED CHARGES                                           $    310   $    216   $    168   $    150   $    160

RATIO OF EARNINGS TO FIXED CHARGES                                20.7       27.0       29.8       29.7       22.6
--------------------

* 2007 results included pre-tax gains of $681 million, with net benefits from
gains related to the sale of businesses and a gain on sale of real estate, which
were partially offset by increases in environmental liabilities, restructuring
actions, and other exit activities. 2006 results included pre-tax gains of $523
million, with net benefits from gains related to the sale of certain portions of
3M's branded pharmaceuticals business partially offset by restructuring actions,
acquired in-process research and development expenses, settlement costs of a
previously disclosed antitrust class action, and environmental obligations
related to the pharmaceuticals business. 2003 includes a $93 million pre-tax
loss related to an adverse ruling associated with a lawsuit filed by LePage's
Inc.



                                       3
--------------------------------------------------------------------------------




                                                                      EXHIBIT 21



       3M COMPANY AND CONSOLIDATED SUBSIDIARIES (PARENT AND SUBSIDIARIES)

                            AS OF DECEMBER 31, 2007


                                                                                                    Percentage of
                                                                                                  Voting Securities
                                                                          Organized Under        Beneficially Owned
Name of Company                                                               Laws of               by Registrant
Registrant - 3M Company                                                      Delaware
Consolidated subsidiaries of the Registrant:
CUNO Incorporated                                                            Delaware                    100
Dyneon LLC                                                                   Delaware                    100
3M Financial Management Company                                              Delaware                    100
3M Innovative Properties Company                                             Delaware                    100
3M Investment Management Corporation                                         Delaware                    100
HighJump Software, LLC                                                       Delaware                    100
Riker Laboratories, Inc.                                                     Delaware                    100
3M Unitek Corporation                                                       California                   100
3M Health Information Systems, Inc.                                          Maryland                    100
3M Touch Systems, Inc.                                                     Massachusetts                 100
CUNO Engineered Products, Inc.                                               Minnesota                   100
3M Precision Optics, Inc.                                                      Ohio                      100
3M Argentina S.A.C.I.F.I.A.                                                  Argentina                   100
CUNO Pacific Pty Ltd.                                                        Australia                   100
3M Australia Pty. Limited                                                    Australia                   100
3M Oesterreich GmbH                                                           Austria                    100
3M Belgium S.A./N.V.                                                          Belgium                    100
3M Europe S.A.                                                                Belgium                    100
Seaside Insurance Limited                                                     Bermuda                    100
3M do Brasil Limitada                                                         Brazil                     100
3M Canada Company                                                             Canada                     100
3M China Limited                                                               China                     100
3M International Trading (Shanghai) Co., Ltd.                                  China                     100
3M Material Technology Co., Ltd.                                               China                     100
3M Optical System Mfg. Co.                                                     China                     100
3M A/S                                                                        Denmark                    100
Suomen 3M Oy                                                                  Finland                    100
CUNO Filtration SAS                                                           France                     100
3M France, S.A.                                                               France                     100
Laboratories 3M Sante SAS                                                     France                     100
Dyneon GmbH & Co. KG                                                          Germany                    100
3M Unitek GmbH                                                                Germany                    100
3M Deutschland GmbH                                                           Germany                    100
3M ESPE AG                                                                    Germany                    100
3M German Holdings GmbH                                                       Germany                    100
3M Hong Kong Limited                                                         Hong Kong                   100
3M India Limited                                                               India                     76
3M Italia S.p.A.                                                               Italy                     100
Nadco Japan Limited                                                            Japan                     100
Kyuno Kabushiki Kaisha Sumitomo                                                Japan                     100
3M Limited                                                                     Japan                     75
Yamagata 3M Limited                                                            Japan                     75
3M HealthCare Limited                                                          Japan                    87.5
3M Korea Health and Safety Limited                                             Korea                     100
3M Korea Limited                                                               Korea                     100
3M Asset Management S.a.r.l.                                                Luxembourg                   100
3M Global Capital S.a.r.l.                                                  Luxembourg                   100
3M Malaysia SDN. BHD                                                         Malaysia                    100
3M Mexico, S.A. de C.V.                                                       Mexico                     100
3M Corporate Services B.V.                                                  Netherlands                  100
3M Nederland B.V.                                                           Netherlands                  100
3M (New Zealand) Limited                                                    New Zealand                  100
3M Norge A/S                                                                  Norway                     100




--------------------------------------------------------------------------------




EXHIBIT 21 (continued)


                                                                           Percentage of
                                                                         Voting Securities
                                                                          Organized Under        Beneficially Owned
Name of Company                                                               Laws of               by Registrant
Registrant - 3M Company                                                      Delaware
Consolidated subsidiaries of the Registrant:
3M Poland Sp z.o.o.                                                           Poland                     100
3M Puerto Rico, Inc.                                                        Puerto Rico                  100
CUNO Filtration Asia Pte. Ltd.                                               Singapore                   100
3M Singapore Private Limited                                                 Singapore                   100
3M Technologies Private Limited                                              Singapore                   100
3M South Africa (Proprietary) Limited                                      South Africa                  100
3M Espana, S.A.                                                                Spain                     100
3M Svenska AB                                                                 Sweden                     100
3M (East) A.G.                                                              Switzerland                  100
3M (Schweiz) A.G.                                                           Switzerland                  100
3M Taiwan Limited                                                             Taiwan                     100
3M Taiwan Optronics Corp.                                                     Taiwan                     100
3M Thailand Limited                                                          Thailand                    100
3M Sanayi VE Ticaret AS                                                       Turkey                     100
3M Russia                                                                     Russia                     100
3M Gulf Ltd.                                                                United Arab                  100
                                                                             Emirates
Security Printing and Systems Ltd.                                        United Kingdom                 100
3M Health Care Ltd.                                                       United Kingdom                 100
3M United Kingdom PLC                                                     United Kingdom                 100
3M United Kingdom Holdings PLC                                            United Kingdom                 100
3M Manufacturera Venezuela, S.A.                                             Venezuela                   100



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. 33-14791, 33-49842, 33-58763,
33-58767, 333-26957, 333-30689, 333-30691, 333-44760, 333-44692, 333-73192,
333-101727, 333-101751, 333-109282, 333-128251 and 333-130150) and Form S-3
(Registration Nos. 33-48089, 333-42660, 333-98163, 333-109211, 333-112563 and
333-132041) of 3M Company of our report dated February 11, 2008, 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 15, 2008




--------------------------------------------------------------------------------




                                                                      EXHIBIT 24

                               POWER OF ATTORNEY



                Each of the undersigned Directors and the Principal Executive
and Principal Financial and Accounting Officers of 3M Company, a Delaware
corporation (the 'Company'), hereby constitutes and appoints George W. Buckley,
Patrick D. Campbell, Gregg M. Larson, Marschall I. Smith, and Janet L. Yeomans,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full 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, 2007, 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 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 11th day of February 2008.


/s/ George W. Buckley                                     /s/ Patrick D. Campbell
George W. Buckley, Chairman of the Board,                 Patrick D. Campbell, Senior Vice President and
President and Chief Executive Officer (Principal          Chief Financial Officer (Principal Financial and
Executive Officer and Director)                           Accounting Officer)

/s/ Linda G. Alvarado                                     /s/ Edward M. Liddy
Linda G. Alvarado, Director                               Edward M. Liddy, Director

/s/ Vance D. Coffman                                      /s/ Robert S. Morrison
Vance D. Coffman, Director                                Robert S. Morrison, Director

/s/ Michael L. Eskew                                      /s/ Aulana L. Peters
Michael L. Eskew, Director                                Aulana L. Peters, Director

/s/ W. James Farrell                                      /s/ Rozanne L. Ridgway
W. James Farrell, Director                                Rozanne L. Ridgway, Director

/s/ Herbert L. Henkel
Herbert L. Henkel, Director




--------------------------------------------------------------------------------




                                                                    EXHIBIT 31.1

SARBANES-OXLEY SECTION 302 CERTIFICATION



I, George W. Buckley, 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/ George W. Buckley

George W. Buckley
Chief Executive Officer

February 15, 2008




--------------------------------------------------------------------------------



                                                                    EXHIBIT 31.2



SARBANES-OXLEY SECTION 302 CERTIFICATION



I, Patrick D. Campbell, 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/ Patrick D. Campbell

Patrick D. Campbell
Chief Financial Officer

February 15, 2008




--------------------------------------------------------------------------------



                                                                    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, 2007 as filed with the Securities and Exchange
Commission on the date hereof (the 'Report'), I, George W. Buckley, 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/ George W. Buckley

George W. Buckley
Chief Executive Officer

February 15, 2008




--------------------------------------------------------------------------------



                                                                    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, 2007 as filed with the Securities and Exchange
Commission on the date hereof (the 'Report'), I, Patrick D. Campbell, 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/ Patrick D. Campbell

Patrick D. Campbell
Chief Financial Officer

February 15, 2008




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