3M Company (MMM)
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ASM 2017

May 9, 2017

Speaker 1

Good morning, and welcome to 3 ms Annual Meeting for Shareholders. Every year, we open this meeting with a tribute to our servicemen and women. And today, 10 3 ms was on active duty serving their country with honor. To all our current and former military personnel, we salute your service to freedom and to 3 ms. Greg Lawson, our Corporate Secretary, advises us that a quorum is present and that all shareholders of record have been sent a notice of this meeting.

On a record date on March 14, 2017, there were approximately 598,000,000 shares of common stock issued and outstanding. 85% are represented here today in person or by proxy. Therefore, I declare this meeting open for business. We have 5 business items on the agenda for today, which Greg Larsen will discuss. First, however, I will make some brief comments about our enterprise.

As you saw in my annual letter to our shareholders, 3 ms is strong and getting stronger. In 2016, we executed the 3 ms playbook and delivered a great operational performance. We're also building for the future. Company wide, total sales were $30,000,000,000 with earnings of $8.16 per share, up 8% year over year. We expanded margins to 24% and posted robust free cash flow conversion of 100 and 4%, our 3rd consecutive year above 100%.

Return on invested capital was also strong at 23%, which is our 4th straight year above 20%. And we achieved these results in a challenging economic environment. 2016 was also significant with respect to our dividend as we marked our 1 100th consecutive year of dividends to our shareholders. And over the last 5 years, we have doubled our per share dividend, which is a clear evidence that 3 ms is becoming even stronger. And I think you can give an applause there because that's incredible results.

For the full year, we'll return a total of €6,400,000,000 to you through both dividends and share repurchases. Beyond the numbers, we continue to invest for the long term through our 3 key levers. The first is portfolio management. This includes consolidations within 3M, acquisitions and partnership and divestitures of non core businesses. In short, portfolio management is making us an even more relevant to our customers and also allowing us to intensify our focus on profitable, faster growing businesses.

The second lever is investing in innovation. The heartbeat of our company is research and development. And in 2016, we invested €1,700,000,000 or nearly 6% of sales. And for the last 5 years, we have invested €8,500,000,000 in research and development. This investment support organic growth along with our ability to consistently deliver premium margins.

Business transformation is the 3rd lever, which starts and ends with our customers. It's making it easier for our customers to do business with us while creating an even more agile and efficient 3 ms. By 2020, business transformation will result in €500,000,000 to €700,000,000 in annual operational savings and another €500,000,000 reduction in working capital. Looking upon our performance in 2016, the 3 ms Playbook is working or, as some external investor have recently stated, the 3M playbook is winning. And as we announced our earnings call for 2 weeks ago, we posted strong organic growth of 5% in the Q1 of 2017.

So we are well positioned for another successful year. That concludes my remarks at this point of time. I will now introduce our Board of Directors. I will please ask our Board members to stand as they are introduced and remain standing. Please hold your applause until all are introduced.

Sandra Barber, Retired Executive Vice President, Information Systems and Global Solutions, Lockheed Martin Corporation Tony Brown, Retired Group Vice President, Global Purchasing, Ford Motor Company Doctor. Vance Kauffman, Retired Chairman of the Board and Chief Executive Officer, Lockheed Martin Corporation Dave Dillon, retired Chairman of the Board and Chief Executive Officer, The Kroger Company Mike Eskow, Retired Chairman of the Board and Chief Executive Officer, United Partial Service Herb Henkel, Retired Chairman of the Board and Chief Executive Officer, Ingleson Rand Mukhtar Kent, Chairman of the Board and Retired Chief Executive Officer, The Coca Cola Company Ed Delidy, Retired Chairman of the Board and Chief Executive Officer, The Allstate Corporation Greg Page, Retired Chairman of the Board and Chief Executive Officer, Cargill Incorporated and Pat Wirtz, retired Chairman of the Board and Chief Executive Officer, ADM Company. Now let's recognize our entire Board of Directors. Thank you. And I will now turn over the program to Greg Lawson.

Greg?

Speaker 2

Well, thank you, Inge. Good morning, everyone. Before discussing the business items, please review the meeting rules you received this morning. They are summarized on the screen behind me. These rules allow 3 ms to better accommodate the shareholders who attend this meeting and to be fair to everyone who wishes to speak.

As the agenda you also received indicate, the Board of Directors is presenting 4 proposals and the stockholder is presenting 1 proposal, all of which are described in the proxy statement. We will vote on all of these proposals together after presenting each one. No other items of business will be considered at the meeting. The first proposal is to elect the 11 directors named in the proxy statement for a 1 year term that expires at the 2018 Annual Meeting. All the nominees are standing for reelection to the Board.

The second proposal is to ratify the Audit Committee's appointment of PricewaterhouseCoopers as 3 ms's independent registered public accounting firm for 2017. The 3rd proposal is to approve our executives' compensation as described in the proxy statement. The 4th proposal allows shareholders to indicate whether they prefer future advisory votes on executive compensation every 1, 2 or 3 years. The Board recommends a vote for each nominee for

Speaker 1

each of

Speaker 2

these proposals and for an annual advisory vote on executive compensation. We will now consider this shareholder proposal. James Kilkenny represents the Holy Land Principles and may make a brief 3 minute statement on the merits of the proposal.

Speaker 3

Good morning, Mr. Chairman and all present. I rise to move the resolution in the Holy Land Principles. My name is James Kilkenny. The Holy Land Principles are pro Jewish, pro Palestinian and pro company.

The principles do not call for quotas, reverse discrimination, divestment, disinvestment or boycotts. The principles do not take any position on solutions to the Israeli Palestine issue. The principles do not try to tell the Palestinians or the Israelis what to do. The Holy Land principles only call for fair employment by American companies in Palestine and Israel. Let me repeat that.

The Holy Land principles only call for fair employment by 3 ms and the other American companies doing business in the Holy Land. Irrespective of what Americans think about the Palestine Israeli issue, one thing is certain, Americans expect American companies in the Holy Land to practice fair employment. Yet incredibly, before the Holy Land principles were launched in 2012, this issue had never been brought before 3 ms or any of the other 542 American companies doing business in Israel and Palestine. Our resolution calls on 3 ms to set the standard by signing and implementing the Holy Land principles, which are based on the very effective McBride principles for Northern Ireland. Initially, American companies resisted the McBride principles, but now 116 companies have signed the McBride principles.

So why would 3 ms or any American company refuse to sign the Holy Land Principles? In 2015, GE, Corning and Intel tried to get the SEC to exclude the Holy Land Principles Resolution from their 2015 proxy materials. However, the SEC ruled in favor of the Holy Land Principles. Therefore, you know the Holy Land Principles are intrinsically valid, inherently fair and reasonable and in the best American tradition. So furthermore, the Holy Land principles are fully consistent with ESG issues and are practical and particularized application of the Ruggier principles.

Fair employment by the company is not only morally right, but makes good economic sense, good for the company, enhancing its reputation and making it more profitable for its investors. Signing the Holy Land principles will send out a very strong message that 3 ms in principle and practice is committed to American fairness in its operations in the Holy Land. Who could be opposed to that? Please vote for the Holy Land principles. It's the American way.

Thank you.

Speaker 2

Well, thank you for your views, Minto Kukenning. The Board opposes your proposal for the following reasons. 3 ms already has a comprehensive human resource policy in effect to provide employees with a safe, respectful and nondiscriminatory work environment. As a global company, 3 ms must apply the same human resource policy worldwide. For these reasons, the Board recommends voting against this proposal.

We are finished presenting the items of business in the proxy statement and now it is time to vote. If you submitted your proxy over the Internet, by telephone or by mail, it will be voted as you instructed. Please ask for a ballot only if you did not previously vote or if you wish to change your vote. If you need a ballot, please stand and the tenant will give you a ballot. When you have marked your ballots, please stand and the attendance will collect them.

The polls are about to close. If there's any shareholder who has not turned in a ballot and wishes to do so at this time, please stand so that the attendants can pick up your ballot. The polls are now closed. The preliminary results of the voting will be announced later in the meeting. This concludes the business segment of the meeting and our live webcast.

For those watching online, thank you for joining us.

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