2019 annual meeting · 2019-11-20 · annual meeting rules stockholder proponents •your remarks...

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2019 Annual Meeting

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Agenda

• Opening remarks

• Business items

• Shareholder questions

3M 2019 Annual Meeting

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Inge Thulin

Executive Chairman of the Board

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2019 Annual Meeting

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FY 2018 summary

Organic local-currency growth

Return on invested capital

Adjusted earnings per share

$10.46+14.1% year-on-year

22.2%

Free cash flowconversion

91%

+3.2%year-on-year Sales of $32.8B, up +3.5% year-on-year:

GAAP EPS of $8.89, up +12.1%

Invested $3.4B in research and development and capital expenditures

Returned $8.1B to shareholders via dividends and gross share repurchases

Refer to 3M’s January 29, 2019 press release for details, including discussion of non-GAAP measures.

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Q1 2019 summary

Sales of $7.9B, down 5.0% year-on-year

• Organic growth impacted by China, automotive, and

electronics end-market softness; channel inventory

adjustments, particularly industrial markets

GAAP EPS of $1.51 vs. $0.98 last year

Adjusted EPS of $2.23 vs. $2.50 last year

• Q1 2019 excludes significant litigation-related charges ($0.72)

• Q1 2018 excludes impacts from Tax Cuts and Jobs Act (TCJA) measurement adjustment ($0.36) and significant litigation-related charges ($1.16)

Adjusted operating income of $1.7B, down 11.6%, impacted by negative organic growth and weak productivity

Organic local-currency growth

Adjusted operating margin

Adjusted earnings per share

$2.23 -10.8% year-on-year

21.4%-1.6% year-on-year

-1.1%year-on-year

Refer to 3M’s April 25, 2019 press release for details, including discussion of non-GAAP measures.

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Board of Directors

• Edward M. Liddy

• Thomas K. Brown

• David B. Dillon

• Michael L. Eskew

• Herbert L. Henkel

• Amy E. Hood

• Muhtar Kent

• Dambisa F. Moyo

• Gregory R. Page

• Michael F. Roman

• Patricia A. Woertz

• Inge G. Thulin

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Gregg M. Larson

Corporate Secretary

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Annual meeting rules

Stockholder proponents

• Your remarks must be limited to three minutes

Questions and comments

• Please limit yourself to one question or comment of about one minute in length

Improper subject matter- this meeting is not a forum for discussing:

• Pending or threatened litigation against the Company

• Political or other views not directly related to 3M business

• Personnel matters or grievances against the Company

Prohibited conduct

• Disruptive comments or conduct are prohibited and a basis for removal from the meeting• Use of cameras, recording devices, or other electronic devices during the meeting is prohibited

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Business items

1. Elect the twelve directors identified in the 2019 Proxy Statement, each for a term of one year

2. Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2019

3. Approve, on an advisory basis, executive compensation

4. Consider a stockholder proposal on CEO compensation, if properly presented

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Nominees for Board of Directors

• Thomas K. Brown

• Pamela J. Craig

• David B. Dillon

• Michael L. Eskew

• Herbert L. Henkel

• Amy E. Hood

• Muhtar Kent

• Edward M. Liddy

• Dambisa F. Moyo

• Gregory R. Page

• Michael F. Roman

• Patricia A. Woertz

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Business items

1. Elect the twelve directors identified in the 2019 Proxy Statement, each for a term of one year

2. Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2019

3. Approve, on an advisory basis, executive compensation

4. Consider a stockholder proposal on CEO compensation, if properly presented

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Business items

1. Elect the twelve directors identified in the 2019 Proxy Statement, each for a term of one year

2. Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2019

3. Approve, on an advisory basis, executive compensation

4. Consider a stockholder proposal on CEO compensation, if properly presented

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Business items

1. Elect the twelve directors identified in the 2019 Proxy Statement, each for a term of one year

2. Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2019

3. Approve, on an advisory basis, executive compensation

4. Consider a stockholder proposal on CEO compensation, if properly presented

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Business items

1. Elect the twelve directors identified in the 2019 Proxy Statement, each for a term of one year

2. Ratify the appointment of PricewaterhouseCoopers LLP as 3M’s independent registered public accounting firm for 2019

3. Approve, on an advisory basis, executive compensation

4. Consider a stockholder proposal on CEO compensation, if properly presented

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2019 Annual Meeting