UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: April 19, 2004
(Date of earliest event reported)

3M COMPANY
(Exact name of registrant as specified in its charter)

File No. 1-3285
(Commission File Number)

Delaware	41-0417775	
(State of incorporation)	(I.R.S. Employer
Identification Number)	
 		
3M Center	55144-1000	
St. Paul, Minnesota	(Zip Code)	
(Address of principal executive offices)
Registrant's telephone, including area code: (651) 733-1110

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
        On April 19, 2004, 3M Company issued a press release reporting its sales and earnings results for first quarter ended March 31, 2004 (furnished hereunder as Exhibit 99.1).
        The information contained in this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURE
        Pursuant to the requirements 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/ Gregg M. Larson        
Gregg M. Larson
Secretary	
		
Dated: April 19, 2004

 
EXHIBIT INDEX

Exhibit Number
	Description
	
99.1	Press Release, dated as of April 19, 2004, of 3M Company (furnished pursuant to Item 12 hereof).	

  
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
3M Reports Record First-Quarter Sales and Earnings;
Company Again Raises Guidance for 2004
ST. PAUL, Minn. — April 19, 2004 — 3M (NYSE: MMM) today announced its sales and earnings results for first quarter 2004.
The company reported net income of $722 million, or $0.90 per share, versus $502 million, or $0.63 per share, in the first quarter of 2003. Excluding special items (a) in the first quarter of 2003, net income increased 29 percent from $560 million last year, and earnings per share increased nearly 27 percent from $0.71 per share in last year’s first quarter.
“The 3M team again delivered outstanding results in the first quarter,” said W. James McNerney, Jr., 3M chairman and CEO. “Worldwide sales in local currencies increased in all seven of our businesses, and we generated double-digit increases in operating income and earnings per share. We are off to a great start in 2004.”
Worldwide sales in the first quarter totaled $4.94 billion, 14.4 percent higher than in the year-earlier quarter, driven by an 8.7 percent increase in sales volume. Currency effects increased sales by 6.1 percent while selling prices declined 0.4 percent. Local-currency sales (which excludes the impact of currency translation on sales) increased 20.4 percent in Display and Graphics, 9.2 percent in Safety, Security and Protection Services, 8.5 percent in Industrial, 8.1 percent in Transportation, 7.4 percent in Consumer and Office, 2.5 percent in Electro and Communications and 2.2 percent in Health Care.
Sales outside the United States totaled $3.06 billion, an increase of 21.6 percent versus last year’s comparable quarter. Volumes increased 11.9 percent, while selling prices declined 0.8 percent. Changes in the value of the U.S. dollar increased international sales by 10.5 percent. Local-currency sales increased 22.4 percent in Asia Pacific, 11.5 percent in the combined Latin America, Africa and Canada region and 1.2 percent in Europe.
In the United States, sales totaled $1.88 billion, up 4.2 percent from the same quarter of 2003. Volumes increased 4.0 percent, while selling prices improved by 0.2 percent.
“While the strength of the global economic recovery remains uneven and uncertain,” McNerney said, “we continue to work at improving all of our businesses. The combination of a strong and deep leadership team, a broad and diverse business portfolio, continued commitment to sustained operational excellence, and an improving organic growth engine positions us well to deliver sustainable increases in sales, earnings and cash flow.”
3M also increased its earnings outlook for 2004. For the year, the company now expects reported earnings will be within a range of $3.60 to $3.70 per share, versus a previous expectation of $3.52 to $3.62 per share. Second-quarter earnings are expected to be in the range of $0.94 to $0.96 per share.

Patrick D. Campbell, senior vice president and chief financial officer, will conduct an investor teleconference at 9 a.m. Eastern Time (8 a.m. Central) today. Investors can access a webcast of this conference, along with related charts and materials, at http://investor.3M.com.
(a) In addition to disclosing results that are determined in accordance with U.S. generally accepted accounting principles (GAAP), the company also discloses non-GAAP results that exclude special items. Special items represent significant charges or credits that are important to an understanding of the company’s ongoing operations. The company provides reconciliations of its non-GAAP financial reporting to the most comparable GAAP reporting. The company believes that discussion of results excluding special items provides a useful analysis of ongoing operating trends. Earnings per share and other amounts before special items are not measures recognized under GAAP. The determination of special items may not be comparable to similarly titled measures used by other companies. During the first quarter of 2003, 3M recorded pretax charges of $93 million ($58 million after-tax) related to an adverse court ruling in a lawsuit filed against 3M in 1997 by LePage’s Inc.

Forward-Looking Statements
This news release contains forward-looking statements that reflect current views and estimates of 3M’s management of future economic circumstances, industry conditions, company performance and financial results. The statements are based on many assumptions and factors including: (1) worldwide economic conditions; (2) foreign currency exchange rates and fluctuations in those rates; (3) the timing and acceptance of new product offerings; (4) purchased components and materials, including shortages and increases in the costs of such components and materials; (5) 3M’s ability to successfully manage acquisitions, divestitures and strategic alliances; and (6) legal proceedings. Changes in such assumptions or factors, including without limitation the outcome of and information derived from pending Congressional action concerning asbestos-related litigation, could produce significantly different results.

About 3M — A Global, Diversified Technology Company
Every day, 3M people find new ways to make amazing things happen. Wherever they are, whatever they do, the company’s customers know they can rely on 3M to help make their lives better. 3M’s brands include icons such as Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Dyneon. Serving customers in more than 200 countries around the world, the company’s 67,000 people use their expertise, technologies and global strength to lead in major markets including consumer and office; display and graphics; electronics and telecommunications; safety, security and protection services; health care; industrial and transportation.
Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Dyneon are trademarks of 3M.

3M Company and Subsidiaries
SALES CHANGE ANALYSIS
(Unaudited)

	First-Quarter 2004
	
Sales Change Analysis
by Geographic Area	
Worldwide
	United
States
	Inter-
national
	
Volume - core	 	 	 	8.4	%	 	3.4	%	 	11.8	%	
 		
Volume - acquisitions	 	 	 	0.3	 	 	0.6	 	 	0.1	 	

Volume - total	 	 	 	8.7	 	 	4.0	 	 	11.9	 	
 		
Price	 	 	 	(0.4	)	 	0.2	 	 	(0.8	)	

Total local-currency sales	 	 	 	8.3	 	 	4.2	 	 	11.1	 	
 		
Translation	 	 	 	6.1	 	 	—	 	 	10.5	 	

Total sales change	 	 	 	14.4	%	 	4.2	%	 	21.6	%	

Sales Change Analysis
by Business Segment	Local-
Currency
Sales
	
Trans-
lation
	Total
Sales
Change
	
Health Care	 	 	 	2.2	%	 	6.8	%	 	9.0	%	
 		
Industrial	 	 	 	8.5	 	 	6.3	 	 	14.8	 	
 		
Display and Graphics	 	 	 	20.4	 	 	7.0	 	 	27.4	 	
 		
Consumer and Office	 	 	 	7.4	 	 	4.7	 	 	12.1	 	
 		
Safety, Security and Protection Services	 	 	 	9.2	 	 	5.9	 	 	15.1	 	
 		
Electro and Communications	 	 	 	2.5	 	 	4.6	 	 	7.1	 	
 		
Transportation	 	 	 	8.1	 	 	6.8	 	 	14.9	 	

 
3M Company and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
(Millions, except per-share amounts)
(Unaudited)

	Three-months ended
March 31
	
	2004
	2003
	
Net sales	 	 	$	4,939	 	$	4,318	 	
					
Operating expenses	 	 		
  Cost of sales	 	 	 	2,436	 	 	2,211	 	
  Selling, general and	 	 		
    administrative expenses	 	 	 	1,104	 	 	963	 	
  Research, development and	 	 		
    related expenses	 	 	 	282	 	 	270	 	
  Other expense	 	 	 	—	 	 	93	 	
					
            Total	 	 	 	3,822	 	 	3,537	 	
					
Operating income	 	 	 	1,117	 	 	781	 	
					
Interest expense and income	 	 		
  Interest expense	 	 	 	19	 	 	23	 	
  Interest income	 	 	 	(10	)	 	(6	)	
					
         Total	 	 	 	9	 	 	17	 	
					
Income before income taxes	 	 		
  and minority interest	 	 	 	1,108	 	 	764	 	
Provision for income taxes	 	 	 	366	 	 	248	 	
Minority interest	 	 	 	20	 	 	14	 	
					
Net income	 	 	$	722	 	$	502	 	
					
Weighted average common	 	 		
  shares outstanding - basic	 	 	 	782.9	 	 	780.1	 	
Earnings per share - basic	 	 	$	0.92	 	$	0.64	 	
					
Weighted average common	 	 		
  shares outstanding - diluted	 	 	 	799.5	 	 	790.6	 	
Earnings per share - diluted	 	 	$	0.90	 	$	0.63	 	
					
Cash dividends paid	 	 		
  per common share	 	 	$	0.36	 	$	0.33	 	

 
3M Company and Subsidiaries
SUPPLEMENTAL CONSOLIDATED STATEMENT OF INCOME INFORMATION
(Millions, except per-share amounts)
(Unaudited)

	Three-months ended
March 31, 2004
	Three-months ended
March 31, 2003
	
	Excluding
special
items	Special
items	Reported
total	Excluding
special
items	Special
items	Reported
total	
													
Net sales	 	 	$	4,939	 	$	—	 	$	4,939	 	$	4,318	 	$	—	 	$	4,318	 	
													
Operating expenses	 	 		
  Cost of sales	 	 	 	2,436	 	 	—	 	 	2,436	 	 	2,211	 	 	—	 	 	2,211	 	
  Selling, general and	 	 		
    administrative	 	 		
    expenses	 	 	 	1,104	 	 	—	 	 	1,104	 	 	963	 	 	—	 	 	963	 	
  Research, development	 	 		
    and related expenses	 	 	 	282	 	 	—	 	 	282	 	 	270	 	 	—	 	 	270	 	
  Other expense	 	 	 	—	 	 	—	 	 	—	 	 	—	 	 	93	 	 	93	 	
													
      Total	 	 	 	3,822	 	 	—	 	 	3,822	 	 	3,444	 	 	93	 	 	3,537	 	
													
Operating	 	 		
  income (loss)	 	 	 	1,117	 	 	—	 	 	1,117	 	 	874	 	 	(93	)	 	781	 	
 		
Interest expense	 	 		
  and (income), net	 	 	 	9	 	 	—	 	 	9	 	 	17	 	 	—	 	 	17	 	
													
Income (loss) before	 	 		
 income taxes and	 	 		
 minority interest	 	 	 	1,108	 	 	—	 	 	1,108	 	 	857	 	 	(93	)	 	764	 	
 		
Provision (benefit)	 	 		
 for income taxes	 	 	 	366	 	 	—	 	 	366	 	 	283	 	 	(35	)	 	248	 	
Effective tax rate	 	 	 	33.0	%	 	—	 	 	33.0	%	 	33.1	%	 	—	 	 	32.5	%	
 		
Minority interest	 	 	 	20	 	 	—	 	 	20	 	 	14	 	 	—	 	 	14	 	
													
Net income (loss)	 	 	$	722	 	$	—	 	$	722	 	$	560	 	$	(58	)	$	502	 	
													
 Weighted average	 	 		
  diluted shares	 	 	 	799.5	 	 	—	 	 	799.5	 	 	790.6	 	 	790.6	 	 	790.6	 	
 Net income per	 	 		
  diluted share	 	 	$	.90	 	$	—	 	$	.90	 	$	0.71	 	$	(0.08	)	$	0.63	 	

 
3M Company and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions)
(Unaudited)

ASSETS	Mar. 31,
2004
	Mar. 31,
2003
	Dec. 31,
2003
	
Current assets
  Cash and cash equivalents	 	 	$	1,818	 	$	561	 	$	1,836	 	
  Accounts receivable - net	 	 	 	2,904	 	 	2,643	 	 	2,714	 	
  Inventories	 	 	 	1,880	 	 	1,957	 	 	1,816	 	
  Other current assets	 	 	 	1,461	 	 	1,303	 	 	1,354	 	
							
        Total current assets	 	 	 	8,063	 	 	6,464	 	 	7,720	 	
  Investments	 	 	 	211	 	 	221	 	 	218	 	
  Property, plant and equipment - net	 	 	 	5,512	 	 	5,550	 	 	5,609	 	
  Goodwill, intangible assets and other assets	 	 	 	4,192	 	 	3,610	 	 	4,053	 	
							
        Total assets	 	 	$	17,978	 	$	15,845	 	$	17,600	 	

LIABILITIES AND STOCKHOLDERS' EQUITY	 	 		
Current liabilities	 	 		
  Short-term borrowings and	 	 		
      current portion of long-term debt	 	 	$	1,106	 	$	1,200	 	$	1,202	 	
  Accounts payable	 	 	 	1,066	 	 	963	 	 	1,087	 	
  Accrued payroll	 	 	 	471	 	 	409	 	 	436	 	
  Accrued income taxes	 	 	 	986	 	 	652	 	 	880	 	
  Other current liabilities	 	 	 	1,534	 	 	1,468	 	 	1,477	 	
							
        Total current liabilities	 	 	 	5,163	 	 	4,692	 	 	5,082	 	
Long-term debt	 	 	 	1,718	 	 	2,119	 	 	1,735	 	
Other liabilities	 	 	 	2,996	 	 	2,718	 	 	2,898	 	
							
        Total liabilities	 	 	 	9,877	 	 	9,529	 	 	9,715	 	
							
Total stockholders' equity - net	 	 	 	8,101	 	 	6,316	 	 	7,885	 	
  Shares outstanding	 	 		
        March 31, 2004: 782,114,154 shares	 	 		
        March 31, 2003: 781,667,702 shares	 	 		
        December 31, 2003: 784,117,360 shares	 	 		
							
        Total liabilities and stockholders' equity	 	 	$	17,978	 	$	15,845	 	$	17,600	 	

 
3M Company and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(Unaudited)

	Three-months ended
March 31	
	2004
	2003
	
SUMMARY OF CASH FLOW:	 	 	 		 	 		 	
 		
NET CASH PROVIDED BY	 	 		
  OPERATING ACTIVITIES	 	 	$	942	 	$	764	 	
					
Cash flows from investing activities:	 	 		
    Purchases of property, plant	 	 		
        and equipment	 	 	 	(158	)	 	(120	)	
    Acquisitions, net of cash acquired	 	 	 	(80	)	 	(416	)	
    Other investing activities	 	 	 	19	 	 	71	 	
					
NET CASH USED IN	 	 		
  INVESTING ACTIVITIES	 	 	 	(219	)	 	(465	)	
					
Cash flows from financing activities:	 	 		
    Change in debt	 	 	 	(133	)	 	(38	)	
    Purchases of treasury stock	 	 	 	(438	)	 	(173	)	
    Reissuances of treasury stock	 	 	 	134	 	 	160	 	
    Dividends paid to stockholders	 	 	 	(282	)	 	(257	)	
    Other financing activities	 	 	 	(12	)	 	(14	)	
					
NET CASH USED IN	 	 		
  FINANCING ACTIVITIES	 	 	 	(731	)	 	(322	)	
					
Effect of exchange rate	 	 		
  changes on cash	 	 	 	(10	)	 	(34	)	
					
Net increase (decrease) in cash and	 	 		
  cash equivalents	 	 	 	(18	)	 	(57	)	
Cash and cash equivalents at	 	 		
  beginning of period	 	 	 	1,836	 	 	618	 	
					
Cash and cash equivalents at	 	 		
  end of period	 	 	$	1,818	 	$	561	 	

FREE CASH FLOW (Non-GAAP measure):	 	 	 		 	 		 	
Net cash provided by	 	 		
  operating activities	 	 	$	942	 	$	764	 	
Purchases of property, plant	 	 		
  and equipment	 	 	 	(158	)	 	(120	)	
					
Free Cash Flow*	 	 	$	784	 	$	644	 	
					
NET WORKING CAPITAL TURNS (Non-GAAP measure):	 	 		
Net Working Capital Turns**	 	 	 	5.3	 	 	4.7	 	

*Free cash flow is not defined under GAAP. Therefore, it is considered a non-GAAP measure. Non-GAAP measures should not be considered a substitute for income or cash flow data prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. The company defines free cash flow as net cash provided by operating activities less purchases of property, plant and equipment. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The company believes free cash flow is a useful measure of performance and uses this measure as an indication of the strength of the company and its ability to generate cash.
**The company also uses non-GAAP measures that place emphasis and focus on certain working capital assets and liabilities. 3M’s net working capital index is defined as quarterly net sales, fourth quarter at year-end, multiplied by four, divided by ending net accounts receivable plus inventory less accounts payable. This measure is not recognized under U.S. generally accepted accounting principles and may not be comparable to similarly titled measures used by other companies.

3M Company and Subsidiaries
BUSINESS SEGMENTS
(Dollars in millions)
(Unaudited)

BUSINESS
SEGMENT
INFORMATION
(Millions)	Three-months ended
March 31	
	2004	2003	
					
NET SALES	 	 	 		 	 		 	
Health Care	 	 	$	1,031	 	$	946	 	
Industrial	 	 	 	943	 	 	821	 	
Display and Graphics	 	 	 	842	 	 	661	 	
Consumer and Office	 	 	 	686	 	 	612	 	
Safety, Security and Protection Services	 	 	 	527	 	 	458	 	
Electro and Communications	 	 	 	465	 	 	434	 	
Transportation	 	 	 	438	 	 	381	 	
Corporate and Unallocated	 	 	 	7	 	 	5	 	
					
Total Company	 	 	$	4,939	 	$	4,318	 	

 		
OPERATING INCOME	 	 		
Health Care	 	 	$	262	 	$	238	 	
Industrial	 	 	 	166	 	 	132	 	
Display and Graphics	 	 	 	294	 	 	182	 	
Consumer and Office	 	 	 	122	 	 	110	 	
Safety, Security and Protection Services	 	 	 	125	 	 	105	 	
Electro and Communications	 	 	 	65	 	 	47	 	
Transportation	 	 	 	119	 	 	100	 	
Corporate and Unallocated	 	 	 	(36	)	 	(133	)	
					
Total Company	 	 	$	1,117	 	$	781	 	
					
The following 2004 and 2003 charges were recorded in Corporate and Unallocated. First quarter 2004 includes $16 million in expense related to a reduction in breast implant receivables following an arbitration panel ruling in the first quarter that rejected the company’s claims for recovery under certain of its claims-made policies. During the first quarter of 2003, 3M recorded pretax charges of $93 million related to an adverse court ruling in a lawsuit filed against 3M in 1997 by LePage’s Inc. First quarter 2003 also includes certain acquisition-related costs and respirator mask/asbestos litigation expenses.

Investor Contacts:    Matt Ginter	Media Contact:    John Cornwell	
          3M	          3M	
          (651)733-8206	          (651)733-7698	

Bruce Jermeland		
          3M		
          (651)733-1807		

From:
3M Public Relations and Corporate Communications
3M Center, Building 225-1S-15
St. Paul, MN 55144-1000