Prospectus 3M COMPANY

Prospectus 3M COMPANY (incorporated under the laws of the State of Delaware, U.S.A.) EUR 600,000,000 1.875 per cent. Notes due 2021 Issue price: 99.338 per cent. of the principal amount of each Note The EUR 600,000,000 1.875 per cent. Notes due 2021 (the "Notes") of 3M Company (the "Company" or the "Issuer") will mature on 2021. The Issuer has the option to redeem all, but not some only, of the Notes at any time at a redemption price to be determined in accordance with Condition 7(2) of "Conditions of the Notes". The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described under in Condition 7(3) of "Conditions of the Notes". This Prospectus (as defined below) has been approved by the United Kingdom Financial Conduct Authority (the "FCA") pursuant to Section 87A of the Financial Services and Markets Act 2000 (the "FSMA"), which is the competent authority for the purposes of Directive 2003/71/EC, as amended by Directive 2010/73/EU (together the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the Company and the Notes. Application has been made to the FCA in its capacity as competent authority under the FSMA (the "UK Listing Authority") for the Notes to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's Regulated Market. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the London Stock Exchange's Regulated Market. The London Stock Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. Investing in the Notes involves risk. See "Risk Factors" on pages 1 to 7. The Notes will initially be represented by a global certificate in registered form (the "Global Certificate") which will be deposited with, and registered in the name of a nominee for a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), on or about November 8, 2013 (the "Issue Date"). Interests in the Global Certificate will be exchangeable for individual definitive Certificates in the denomination of EUR 100,000 and integral multiples of EUR 1,000 in excess thereof, only in certain limited circumstances – see "Summary of Provisions relating to the Notes while in Global Form". The Notes have been rated AA- by Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial Inc. ("S&P") with a stable outlook and Aa2 by Moody’s Investors Service, Inc. ("Moody’s") with a stable outlook. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Neither S&P nor Moody’s is established in the European Union or has applied for registration under Regulation (EU) No. 1060/2009, as amended (the "CRA Regulation"). However, S&P is endorsed by Standard & Poor’s Credit Market Services Europe Limited and Moody’s is endorsed by Moody’s Investors Service Limited, each of which is established in the European Union and registered under the CRA Regulation. Barclays Goldman Sachs International JP Morgan BofA Merrill Lynch UBS Investment Bank November 6, 2013 This prospectus, which includes the documents incorporated by reference (the "Prospectus") comprises a prospectus for the purposes of Article 5 of the Prospectus Directive. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Prospectus. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The managers named in the Subscription Agreement (as defined below) (the "Managers") have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the information contained or incorporated in this Prospectus, or any other information provided by the Issuer in connection with the issue of the Notes. The Managers do not accept liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the issue of the Notes. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the issue of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Managers. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Managers that any recipient of this Prospectus, or any other information supplied in connection with the issue of the Notes, should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the issue of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Managers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to its attention. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. Neither the Issuer nor the Managers represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for i facilitating any such distribution or offering. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable securities laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. For a description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Prospectus and other offering material relating to the Notes, see "Subscription and Sale". The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act (see "Subscription and Sale"). All references in this Prospectus to "U.S. dollars", "U.S.$", "USD" and "$" refer to the currency of the United States of America and all references to "EUR", "Euro" and "€" refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Union, as amended and references to "Sterling", "GBP" and "£" are to United Kingdom Pounds Sterling. The contents of websites referred to in this Prospectus will not be deemed to be incorporated by reference herein. IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC (THE "STABILISING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

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