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Executives

David Meline – SVP and CFO

Analysts

Andrew Obin – Bank of America/Merrill Lynch

3M Company (MMM) Bank of America Merrill Lynch Global Industrial & EU Autos Conference Call March 21, 2013 4:00 AM ET

Andrew Obin – Bank of America/Merrill Lynch

Day three [ph] of BofA Merrill Lynch Global Industrials & EU Autos Conference. Thank you for being here. I am Andrew Obin, BofA Merrill Lynch’s Multi-Industrials analyst. And we’re going to kick things off today with 3M, one of the largest multi-industrials. 3M is our top pick. It’s on the US 1 List for the firm. We also featured it in our American Innovation Report, which came out last week which was a collaborative piece in the department. I surely invite to look at it. And with us this morning, we have David Meline, Senior Vice President and CFO; and Matt Ginter, Company’s Vice President of Investor Relations. Thank you very much for being here. And with that, I will let them to speak. Thank you.

David Meline

Thank you. Okay, good morning all. Okay, so as Andrew said, I am David Meline, the CFO of 3M, so glad to be here today. Actually it’s the first time we’ve had a chance to participate here in the conference in London. If you look at – what I’m going to do is spend I guess 20 minutes I have to cover a pretty broad overview of 3M in particular for those of you who don’t know us well.

So basically if you look at our foundational strengths of the company, really five pillars that we base the company’s business model on. And that would include, importantly technology, technology strength, manufacturing know-how is key to business model. We have a very global business model so unparalleled global reach and also a strong financial position.

If you look at the filings we’ve done over the last decade, what you’d observe is that the company has delivered average annual earnings growth over the period of 11% annually on a GAAP basis, and 6% sales growth and 22% return on invested capital. Last year in February, we announced the transition to a new CEO, that would be Inge Thulin, who is a leader who has been with the company for about 30 years now, a little longer than 30 years, spent a very significant portion of that, his last seven was running our international businesses before he became COO and then CEO last year.

And as part of the transition to CEO that we announced on the day of his announcement, the revised vision for the company which is shown here which is, 3M Technology Advancing Every Company, 3M Products Advancing and Enhancing Every Home and 3M Innovation Improving Every Life, which I think is descriptive of the company which has a broad reach in terms of our products, technologies and markets.

We also spent a year than last year we rolled out a series of six strategies for the company over the coming five years, and we really invested very heavily in engaging our leadership team in developing these strategies deep within to the company. So if you look at the strategies, the first two are really focused around market presence, so expanding a relevance to our customers, as well as improving our market share and market penetration.

The third strategy as I said earlier, very key to our business model which is continuing to invest in innovation. The fourth strategy is a strategy that we’ve been working on for a number of years and that continues, which is to fully build out the global business model, not only in terms of our sales around the world but also in terms of having a deep presence in R&D and manufacturing across all of the geographies. Fifth of course key issue for us is building our global talent pool around the world. And the finally, an important part of the model is operational excellence.

If you look at the business sectors that as we’re organized. We actually at year-end had a look – well as part of the strategy development last year, we looked at the line up of the business which had been unchanged for about a decade and we concluded that we wanted to make some modest changes here to better align our segments to our end markets. So we went from six to five sectors which are listed here. Our largest at about $10 billion of sales last year to the company is in the Industrial space, followed by our Health Care business, our Consumer business, our Safety & Graphics business and Electronics & Energy. And as you can see last year in total, we did $30 billion of sales, $6.5 billion of operating income with a 22% operating margin.

Well the core of the business model as I’ve said a couple of times already is really around innovation. And what this chart captures is an index that we use the New Product Vitality Index, which for us we believe is an important indicator of how innovation is really going within the company. And so this is a measure of the percent of our sales revenue that’s related to products that were launched within the last five years. So you can see last year, a third of our products were those that were launched within the prior five year period which compares favorably to the 25% level we were at in 2008. And we have a directional vision for the company, we continue to believe there is opportunity for us to improve on the index in a positive way, and so we have a directional goal to get to 40%.

One of the things, last November, than we rolled out our long-term plan for the company, for the next – well for the next five years, and one of the things we identified in that plan was that we would be expecting by the end of the five year period to increase our spend that’s directed to R&D. We’ve been running here in the last decade in somewhere in the 5% to 5.5% of revenue zone throughout the period which has been supportive of, as I’ve shown the rising NPVI index. But as we discussed internally to the company last year, areas that were going well and areas that we probably could do better at, one of the things we concluded was that we felt there was an opportunity for us on the margin to increase slightly the intensity of R&D. And specifically the focus of this increase is looking for investment toward some of the longer-term, higher risk breakthrough technology opportunities that we might find.

So as we looked at our core R&D investment this 5.5% we had last year, what we saw was our businesses as they make trade-offs and prioritize their R&D spend, they tend to of course prioritize towards projects, which would show revenue and income within the one to three year period. And on balance we felt that it’d be appropriate to up our investment towards some of the longer term opportunities where you typically see more of the three to seven year type timeframe before you’d see some outcomes.

So we've set up actually a fund that’s run by myself, the CEO and our head of technology, where we look at proposals for investments in new technology areas that we think will be important for the company in the future.

Another one of the key goals we announced in November was our view of revenue growth over the next five years. And so you can see here on the left side of the chart, we indicated that our goal for the – organic growth for the company would be 4% to 6% over the next five years which we calculated to be at 1.5 times industrial production. So if you look at the company’s performance over the last decade, we’ve run at about 1.5 times IPI and we felt that that was a good goal, it was an achievable goal for the company going forward. So as we looked at the outlooks for IPI in the economy, we then built out this 4% to 6% goal.

And as you can see, probably no surprise, we continue to think that the best opportunities for growth for the company lie in the emerging markets where we think we will continue as we have in the last decade to see basically a range centered on double-digit growth there with more modest growth opportunities in developed markets.

In that regard, if you look at the mix of the company’s sales, last year we had roughly two-thirds of our sales were still remained in developed markets, whereas our developing market sales have grown from 21% to 34% in the last decade. And based on the growth that I showed you on the prior page, we think that next time we’ll shift towards 40% to 45% of our sales being in the emerging markets here by the end of the five year period.

So how do we do that? How do we – how does our model work as we invest and grow our businesses around the world? Well it’s a pretty well established pattern for us and basically what happens is as we enter a market in early stages of development, typically what you see is we offer our products and business opportunities are more in the infrastructure development area, than as economies mature, they tend to build a manufacturing sector which we will then enter more vigorously with our industrial product segments.

As those economies mature, they become focused on things like safety, so we build out our safety business. And then finally, in the later stages of development of these economies as their consumer segments modernize, as their per capita income goes up then they tend to be a good match for our product portfolio in our consumer businesses, and then finally as regulatory environment modernizes and people again have better per capita income, then the health care offerings that we provide are typically the ones that where you see the best opportunities.

So if you look at our – for example, our Latin American region which is the most mature of the emerging market segments for us, you see that our – the portfolio of businesses that we have and the percent of our sales across our different sectors largely now mirrors 3M’s average portfolio in its totality, whereas if you look at some of the other emerging markets, for example in emerging Asia, and Central and Eastern Europe, you see still the portfolio is more concentrated towards products that are focused on infrastructure and industrial. And we’re very actively now building out the consumer and health care portfolios in those markets as those markets mature and there is a better match for our business portfolio.

Another component of our strategy is acquisitions. The company set out a plan here to do, to deploy about $1 billion to $2 billion annually towards that purpose, and basically the way we approach acquisitions is really these are outcomes from strategic plans of each of 40 divisions where they identify gaps that they might have whether that be in brands, whether it be in geographies or technologies, and then we’ll identify opportunities to fill those either organically or sometimes inorganically through acquisitions.

This is the list of the three acquisitions we did last year. One was in our traffic safety division, which is in the electronic tolling space that we felt was an opportunity where we’ve been driving towards and by buying Federal Signal’s tolling business, it gives us a chance to enter more actively into that space. CodeRyte is a Natural Language Processing software company. We had a health care information systems business, that’s very highly penetrated into US hospital markets, and the technology there is moving towards natural language processing, so we acquired this company as an extension of that business.

And then finally, Ceradyne was a transaction that we completed last year in the fourth quarter. And this is an advanced ceramics materials company which is a platform where the company has had a very significant – 3M’s have a significant presence for decades in the ceramic space, but our expertise has been more in soluble ceramics, so ceramics that the manufacturing process technology is in liquid form and this company has deep expertise in ceramics that are produced in powered form. So we’ve been trying to get into that space for quite sometime and eventually concluded that a better path to add that to the portfolio was through acquisitions, so we acquired Ceradyne last year.

Operational excellence, one of the six strategies of the company. Not unlike many other companies these days, we’ve used Lean Six Sigma here now for about a decade in the business. We don’t talk about it as much as some, but if you think about a company that consistently delivers operating margins in excess of 20%, it’s quite clearly only possibility to achieve that on an ongoing basis, is to have a strong footprint and a strong focus in terms of operational excellence. So we use Lean Six Sigma very actively, it’s well established. And the best focus areas for now for us right now, are really focusing as we build out our presence in a number of emerging markets moving from operations that are more sales focused to ones that are complete businesses with R&D and manufacturing, then it’s important for us to bring along with that capabilities including Lean Six Sigma.

If you look at our return to shareholders, very important part of our business model. The company has increased its dividend for 55 years consecutively, and paid out for 96 years now in a row. We expect to grow dividends over the next five years in line with earnings. And we announced an 8% increase here in February. And then finally stock repurchase, we announced in our November meeting that we expect to repurchase somewhere between $7.5 billion and $15 billion over the next five years, in addition to the $18 billion that we deployed over the last decade. And this we would expect, with this of repurchase that we would have 1% to 2% annually to our EPS growth.

So finally to conclude, this is the key financial metrics that we’re driving towards as a company over the next five years, which is to continue to deliver double-digit earnings growth. We set out a goal of 9% to 11% annually over the period. As I’ve referred to 4% to 6% organic revenue growth is a key driver of that earnings growth over the period. We expect and set a goal for ourselves as we have over a number of decades to continue to deliver return on invested capital at 20% or more. And we added a fourth goal which we hadn’t previously formalized but we think important to the model is free cash flow conversion. Over the last decade, we've delivered conversion at 99% of net income and so we thought a 100% goal was a good one for the next five years.

So Andrew with that, I would be happy to take some questions.

Question-and-Answer Session

Andrew Obin – Bank of America/Merrill Lynch

Sure. Why don’t I ask the first question about because one of the questions investors ask when we talk about 3M, is capital redeployment. And specifically when you announced your latest share buyback program, if I look at your history in terms of gross share buybacks, you are between 2 billion to 2.5 billion, you still had I believe 2.5 billion remaining with your authorization and yet you chose to up authorization by quite a bit, even though you didn’t have to. And just trying to understand if there is a message here given that your free cash flow conversion is improving that maybe you’re going to on the margin return more cash to shareholder going forward?

David Meline

Right, so yes so in terms of the capital allocation plan that we announced in November, we really wanted to try to make it a balanced plan to ensure that we have sufficient capital directed towards growth that being organic and inorganic, but as you say fortunately the company does have very strong cash flow generating capability, and return to shareholders we think is something that’s very important to the proposition of 3M. So we did announce as I mentioned here $7.5 billion to $15 billion share buyback, which would reflect up to 2% annual reduction on net share count and that compares to around a 1% reduction on share count over the last decade.

So as we looked at the cash flow capability of the company and the demands on our capital from the various uses, we concluded that it was reasonable to set out a buyback plan as I said at $7.5 billion to $15 billion over the period.

Andrew Obin – Bank of America/Merrill Lynch

Can we talk about just sort of margins for as it is my favorite topic for.

David Meline

Yes.

Andrew Obin – Bank of America/Merrill Lynch

3M going forward. If you look back what took place over the past decade, you had optical film business drag. I guess you were more focused on top line, I would say just strategically since the company needed to reinvigorate the growth process. And where you are right now, you have pretty significant exposure to emerging markets where your margins seemed to be structurally higher. The end markets you guys are pushing is health care where margin is structurally higher. You just put 8% of the business under strategic review, with a view to improve or to do something. So what should we be thinking about – again on a historically I am understanding you guys there was a balance between top line and margin, but given that you seem to have more tailwinds going forward than maybe in the past five years, how should we think about the relationship between top line and margin and ability to achieve positive operating leverage as you grow?

David Meline

Sure. So yes, so if you look at the recent history in the company, there was a period in the early part of the last decade when there was a very focused effort to make sure the company was running and organized as efficiently as possible. The company had been running with operating margins in the mid-teens in the 2000 period. And we saw then that the company buy I want to say reorganizing but refocusing was able to move its margin performance up until low 20% range, and has remained there over the last seven years.

And as you pointed out, the question then is, how do we balance opportunity going forward? And quite frankly the way we view this is a trade-off between growth and margins. And as we sit today in the low 20% range and looking forward, and given the choice of that we would have, either to move our margins up from there which we certainly believe we can versus reinvesting to grow the business, our feeling is that at least for the present time, the right choice for us is as we plan the businesses, as we encourage our businesses to think about how they can continue to deliver margins that are at or if they’ve already been above the company average like our health care business, continued to deliver margins at those levels and how they can look for opportunities to reinvest to improve our growth profile.

So our basic posture has been most recently and will remain the same than on the margin we’re inclined to identify if we can where we can reinvest to upper growth rate, because we think that’s the best half to incremental value creation for the company. And quite frankly, we don’t feel like we’ve cracked the code fully on the answer to that question.

Andrew Obin – Bank of America/Merrill Lynch

So well I’ll ask another question, as you’ve sort of ungrounded [ph], so you have this 1.5 time IPI multiply, right, but my understanding if you can looked at it – looking at it prior decades that’s sort of the genesis of this target but I’ll go back to optical film business was a big drag. You have – you are more focused on execution, I believe you haven't had like global (inaudible) but that seemed to be more execution focused now. You have much more exposure now to emerging markets where your IPI multiplier is quite a bit higher. So what would make you change your view on the target? Is it just getting more comfortable with the growth opportunity and execution under the new leadership? Because the numbers do seem conservative, you run health care, emerging markets, strategic portfolio review, no optical film headwinds and you sort of targeting the growth that’s very similar for what you did over the past decades?

David Meline

Yes, I mean I think it’s a fair comment, Andrew, which is if you look at the goals we set out for ourselves over the period, our view is we wanted to set out and set a goals that A, described the value proposition of 3M in an accurate way, and B, describe 3M as who we are rather than something who we wish we were.

Andrew Obin – Bank of America/Merrill Lynch

Right.

David Meline

And so if you look at those goals, we do think those are achievable goals given some reasonable level of economic growth in the economy.

Andrew Obin – Bank of America/Merrill Lynch

Right.

David Meline

But yes, but our intension is to describe who we are and something that we think we have a solid chance to achieve. And of course we’re always driving with the litany of different things we’re working on to drive to see if we can certainly achieve and if things go well, that we would have the chance to perform beyond that, but we think that’s the right posture for the company because sometimes if you set out goals for yourselves that I don’t want to use – it could turn out to be unrealistic, I think it can become a distraction at times and you risk getting out of – getting yourself out of balances to what you’re good at and where you need to work out.

So we try to sell out what is a reasonable set of goals. There are always unexpected challenges that come up in the business, and we’re not naïve to that possibilities so we try to provide something that’s about balance for 3M.

Andrew Obin – Bank of America/Merrill Lynch

Yes. Could I ask you about the – on the 4% to 6% growth, the pricing component of that, is it a more challenging next five years to get price and it’s a bit of hit-miss or what’s the pricing component, how does it compare to that?

David Meline

Well it’s a good question, yes. And what I’d give you is a little bit of background. So for us as we measure price and we measure it on products that have been – the price performance on products that are already in the market. So in our model obviously a very important part of the model is having a very strong new product pipeline, where we provide innovative new products which provide a very strong cost value proposition for our customers. And so if you look at our margin performance overtime implicit in that is a very strong price performance, driven by new product innovation which doesn’t show up in our price index.

If you look at the price as we measure it on launched products over the recent years, it’s been pretty close to flat. And that is typically our electronics businesses which – in consumer electronics or OEM businesses where you have a structural price down on a continuing basis of matched against the other – the majority of our portfolio where we have typically modest price increases overtime. And so when you look at the weighted average, it comes in at a pretty flat performance level.

And what we expect going forward is something, we don’t see anything that’s dramatically different than that going forward. And the key as I said is for us is frankly our model is all about obsoleting ourselves before we become commoditized and introducing products that offer a proposition that provides values to the customers. And so while the price is quite relevant to us, probably more relevant to drive the margins of the company is actually that New Product Vitality Index.

Andrew Obin – Bank of America/Merrill Lynch

Sort of to talk about the other way around, customers coming to you and being incrementally more combative on why not bring prices down, are those kind of discussions…

David Meline

We don’t see – it doesn’t feel any difference to us today than it has in the past. Again normally our customer relationships are primarily around what are their biggest pain points and how can we put together a set of combination of our technologies to address those pain points that will create value for them and offer us a profit opportunity. So that tends to be more of our dialog than defending ourselves against products that are commoditizing.

What I would say to you is, is we are very cognizant of the changing competitive dynamics. And in particular, we’re always looking for in these emerging markets the new competitor that we don’t know yet, because we know our traditional competitors, we know how they behave. We’ve been successful in competing in the market overtime, but where we are particularly focused is those new guys who come in. And thus far it’s been a very important part of the model to have a strong local presence where we can see that happening because sitting in St. Paul, Minnesota, we might not necessarily observe those new competitors arising, but having a strong presence in those emerging markets with businesses that are run by local leadership. They are the ones who are seeing those competitors come in.

And one of the reasons we’re building out our global R&D portfolio is we know that our best response to that type of a threat is to have local R&D in those countries so we can be innovating to meet the needs of those customers around the world. And so far, (inaudible) it seems to be working very well.

Andrew Obin – Bank of America/Merrill Lynch

Can you just talk about what are you seeing – I think one of the themes for this conference was, there is some uncertainty about the global macro outlook. You touched so many companies, so many clients or so many different parts of the world, what are you guys seeing? And last quarter by the way was such a nice surprise in terms of organic growth for you guys, so where is the momentum?

David Meline

Yes, so just to kind of recap the recent trends in our business. Last year we had organic revenue growth of 2.5% and if you look at that growth, it was basically steady at 2% during the first nine-months and then we had a very nice fourth quarter where we had a 4% growth. That growth was accentuated in the fourth quarter by an increase in our consumer business where we had 9% growth, which we were very pleased with, but we don’t think was an indication that we’re at a new higher level of growth for that business which I’ll talk about.

And the other area where we saw improved performance in the fourth quarter was we did see a pickup of growth in China, where we did a 17% increase versus basically flat for the year, so both of those were quite encouraging signs for us. As we look to 2013, with that backdrop, what we did provide was a guidance that we expect growth in 2013 to be in the 2% to 5% range, so very similar type of growth pattern to what we experienced in 2012. And we also as we looked out what we saw were a couple of things. One, if you look at the consumer business, we indicated we expect 2% to 5% growth in that segment. So versus the 9% in the fourth quarter because there were a few factors that enabled us such a nice print in the fourth quarter.

One was our consumer – our customers, we see increasingly delaying the purchases for the holiday season as close as possible to the holiday season, so that pulled some growth out of Q3 and Q4. And also we had – as it turned out a better holiday season than we had for several years. So we expect the consumer business to be running at a more normalized level if you will with the company average in 2013. And then secondly, specific to China and how that translates now into ’13, we indicated in January on the call that we think that electronics, consumer electronics will have a tougher first quarter.

And that’s related to we could see some inventory de-stocking we expected to occur here in the first quarter. We see if you look at the semiconductor builds, we could see that that was trending off somewhat. So we indicated that we thought that we would see some softer level of sales in that sector in the first quarter, in the first half and that would be impacting also the headline print in China.

So what we see is in 2013, we continue to believe that it will be a fairly mixed picture of growth. We’re operating pretty steady in the US and Latin America. In Asia, more mixed, Japan has a number of challenges as the economy evolves there and also what we’re observing is, as we had expected, Western Europe continues to have a number of challenges. We had indicated that Western European growth in 2013 would be in a range of minus three to positive one. And from everything we can see right now that continues to be our view.

Andrew Obin – Bank of America/Merrill Lynch

Back to your first point on the use of cash. Do you mind to elaborate a little bit on M&A and if possible try to give us a sense of which kind of metrics you look at when you go for an acquisition, size if possible? I am not sure what you’re accustomed at is, and obviously if you feel there is any area of where you are not as good as you would like to be at the moment, any region or segment?

David Meline

Okay, that’s a long list. So I’ll try to hit them and if I miss some, I’ll come back to it. So if you look at our M&A activity as a company, a couple of things. One is our approach with M&A – well let me just say the following, 3M has been and we expect to continue to be primarily an organically driven innovation company. So we have a very strong innovation culture in the company. We basically have a portfolio of some 46 technologies where we have deep expertise in those.

And the business model that we use is really those technologies are a single asset of the company that are shared by all of the businesses, so they have access to any of those technologies as they might apply in their end markets. And where we do best is when we have unique and novel combinations of technology, so typically two, three, four, even six different technologies in combination which creates novel solutions for the different end markets.

So with that as background, despite the view of some of my team in the R&D space, we conclude we won't invent everything ourselves, even maybe we could, but it’s about time and prioritization. So we use acquisitions as a means by which we can then fill gaps in divisional strategic plans, so if there is a technology gap that they might have or a product gap or sometimes there might be a local brand presence where by acquiring in a country we can jump start our efforts in the consumer space.

So different reasons why we would acquire, but in the end it’s basically to fill gaps in our portfolio in a more timely and efficient manner. And so we encourage all of our 40 divisions to be pursuing their strategic plans which can include acquisitions. And so there is always a very active pipeline. And this is as you can understand a bottoms-up type approach to identifying targets. And then if you look at the size what I would say is, we’ve indicated that based on our experience and we’ve deployed about $6 billion over the last recent years towards acquisitions, what our experience has told us is that where we do best is with businesses that typically term in towards the larger end of the scale of size that we’ve done.

And so what do I mean by that, our average division its revenue is somewhere between $750 million and $1 billion. So a big deal for them might be $250 million. And so somewhere north of the average of – well what I’d say, as we get to smaller, say $50 million or less, our experience is nothing as good in acquiring businesses. And I think partly it’s because if they are too small, they don’t get the priority they need to really make them successful.

So we’ve encouraged our businesses to look towards the ones that are starting at a $200 million or more, can make more sense for us in terms of the likelihood of success. The criteria that we use from a financial perspective in assessing acquisition candidates is really one where, what we – the debate we have when we look at candidates is to convince ourselves that if we acquire a business that overtime we can expect it to deliver what we call 3M like return. So think about 20% operating margins and 20% return on capital thresholds, are what we expect of our own businesses overtime. And so if they are acquiring a business, it’s quite unusual to find businesses with those – that type of profile at the time you acquire it. But we need to look at it and convince ourselves that either by using our global distribution capability, by plugging in the technology capability into the portfolio and making those connections with our own technology stable, that we can overtime create that kind of return profile for the business.

And when we do convince ourselves, then we will proceed. And what it also helps us to do is, we look carefully at the return characteristics because we try to maintain a pretty good discipline in terms of being able to pay a price where we can expect to generate an economic return for the company overtime.

Andrew Obin – Bank of America/Merrill Lynch

I believe we’re out of time. Thank you very much.

David Meline

Okay, thank you.

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