1. 3M Company Acquisition Of Aearo Company
November 15, 2007
Growing 3M’s Personal Protection Franchise
2. Forward-Looking Statements
This presentation contains forward-looking information (within the meaning of the Private Securities Litigation
Reform Act of 1995) about 3M’s financial results and estimates and business prospects that involve substantial
risks and uncertainties. You can identify these statements by the use of words such as “anticipate,” “estimate,”
“expect,” “project,” “intend,” “plan,” “believe,” “will,” and other words and terms of similar meaning in connection with
any discussion of future operating or financial performance. Among the factors that could cause actual results to
differ materially are the following: (1) worldwide economic conditions; (2) competitive conditions and customer
preferences; (3) foreign currency exchange rates and fluctuations in those rates; (4) the timing and acceptance of
new product offerings; (5) the availability and cost of purchased components, compounds, raw materials and
energy (including oil and natural gas and their derivatives) due to shortages, increased demand or supply
interruptions (including those caused by natural and other disasters and other events); (6) the impact of
acquisitions, strategic alliances, divestitures, and other unusual events resulting from portfolio management actions
and other evolving business strategies, and possible organizational restructuring; (7) generating less productivity
improvements than estimated; and (8) legal proceedings, including significant developments that could occur in the
legal and regulatory proceedings described in the company’s Annual Report on Form 10-K for the year ended Dec.
31, 2006 and its subsequent Quarterly Reports on Form 10-Q (the “Reports”). Changes in such assumptions or
factors could produce significantly different results. A further description of these factors is located in the Reports
under “Risk Factors” in Part I, Item 1A (Annual Report) and in Part II, Item 1A (Quarterly Report). The information
contained in this presentation is as of the date indicated. The company assumes no obligation to update any
forward-looking statements contained in this presentation as a result of new information or future events or
developments. The information contained in this presentation is as of the date indicated. Neither 3M nor Aearo
assumes any obligation to update any forward-looking statements contained in this presentation as a result of new
information or future events or developments.
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3. 3M Safety, Security And Protection Services
Strategic Roadmap
Our Dream: Achieve $10B in sales from $3B today
ILLUSTRATIVE
Core growth
Governments
Security Systems
Occup. Health & Bldg &
Adjacencies/M&A CPP
Environmental Com. Svcs
Businesses
Customers
Safety
- Pomp (2006) - Aerion (2006)
- SPSL (2006) - E. Wood (2007) T&T EBO
T&T EBO Trace
Track &
- Rochford Thompson (2007)
IMPD
Global focus Mining
Consumers
EBO & Special initiatives Safety - People Security - Processes Protection - Assets
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4. Our Dream In Safety: Multi-Category Leadership
Personal Protective Equipment markets Current leadership
$Billions
Minimal sales today
Visibility &
Hand, Foot &
Respiratory Hearing Head, Eye & Face Fall
Protective
Body
Clothing
$3.5 - $4.0 $1.9 – $2.2 $0.9 -$1.2 $2.0 – $2.2 $1.0 - $1.2 $7.0 - $8.5
#1 share today #1 share today
Building toward leadership in multiple
Personal Protective Equipment categories
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5. Aearo Adds Market Strength In Three Important Personal
Protective Equipment Categories
Personal Protective Equipment markets Current leadership
$Billions
Minimal sales today
Visibility &
Hand, Foot &
Respiratory Hearing Head, Eye & Face Fall
Protective
Body
Clothing
$3.5 - $4.0 $1.9 – $2.2 $0.9 -$1.2 $2.0 – $2.2 $1.0 - $1.2 $7.0 - $8.5
#1 share today #1 share today
#1 #2 Developing
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6. Aearo Is A Leading Supplier Of Personal Protective Equipment
& Specialty Composites
Passive hearing • #1 position in North America and Europe
protection • Disposable and reusable plugs and muffs
• Strong positions in industrial and construction markets
Active hearing • #1 position in North America and Europe
protection • Investments in wireless, ANR, bone conduction technology
• Strong presence in industrial, military and aerospace markets
Eye protection • #2 position in North America and Europe
• Industrial and consumer safety eyewear
• Strong presence in consumer, sportsman and industrial markets
Respiratory • Maintenance free and elastomeric face piece respirators
protection • Strong presence in consumer markets
Fall protection • #3 position in North America
• Harness and anchor systems for fall protection
• Focused on construction and consumer markets in U.S.
Specialty • Specialty materials for managing noise, vibration, shock and thermal
composites • Designed into customer products pre-launch
• Strongest in electronics, trucking and aerospace industries
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7. 3M’s Global Presence Provides a Strong Foundation for Aearo’s Growth
Aearo Sales
3M OH&ES Sales
APAC Europe
APAC
LAC
LAC
Europe
U.S.
U.S.
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8. Aearo’s Strength Is Primarily In The U.S. & Western Europe
– Hearing
– Hearing
– Communications
– Communications
– Eyewear
– Eyewear
– Fall protection
– Fall protection – Hearing
– Other safety
– Other safety – Communications
– Specialty Composites
– Specialty Composites – Eyewear
– Fall protection
– Other safety
– Specialty Composites
– Hearing
– Communications
– Eyewear
– Fall protection
– Other safety
– Specialty Composites
Aearo today: limited international coverage and infrastructure
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9. 3M’s Global Infrastructure Will Significantly Expand
Aearo’s Business
– Hearing
– Hearing
– Communications
– Communications
– Eyewear
– Eyewear
– Fall protection
– Fall protection – Hearing
– Other safety
– Other safety – Communications
– Specialty Composites
– Specialty Composites – Eyewear
– Fall protection
– Other safety
– Specialty Composites
– Hearing
– Communications
– Eyewear
– Fall protection
– Other safety
– Specialty Composites
Aearo + 3M: broad global coverage across multiple product lines
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10. 3M + Aearo = Global Leader In Personal Protective Equipment
2006: 3M 2012: 3M + Aearo
Hearing
Head, Eye,
Protection Visibility
Head, Eye, Face
Protection
Face Protection
Protection Hearing
Protection
Respiratory
Protection
Other
Visibility
Protection
Other
Respiratory
Specialty
Protection Fall Protection
Composite
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11. Aearo Has A History Of Delivering Strong Results
Sales
818
$Millions Adj. EBITDA
Total Growth
12.6% CAGR 10.0% CAGR
508 Local Currency
462 10% CAGR
423
363
316
213
17.6% CAGR 14.8% CAGR
107
91
83
65
56
2003 2004 2005 2006 2007 2012
Adj. EBITDA 17.6% 17.8% 19.5% 19.8% 21.1% 26.0%
to sales*
11 *Excludes management fees and other acquisition costs.
12. Multiple Sources Of Synergies
• Sales growth synergies
• Leveraging 3M global infrastructure – Asia Pacific, Latin America, Central East Europe,
Russia
• Market synergies – military, commercial construction, oil and gas and mining
• Cost synergies
• ~1% reduction of combined Aearo/3M cost base, or approximately $20 million per year
• Redundant structure and corporate functions
• Sourcing and Lean Six Sigma
• Technology synergies
• Integrating respiratory, hearing and communications technologies into full-face and head
protection gear
• Thermal and acoustic/vibration absorption
• Regulatory leadership in respiratory and hearing protection
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13. Summary Of Acquisition Terms
Financial summary
$Millions
Transaction Summary Purchase Price Multiples
Deal Structure Cash for Stock Sales 2.1
Purchase Price $1,200 EBITDA 9.8
Expected Closing Date Q1 2008 (based on 08 fiscal year forecast)
Financing Closing Conditions
Combination of existing cash and debt Regulatory approvals
Other customary conditions
Earnings Impact
EPS neutral in 2008 including one-time costs
$0.03 of one-time costs in 1H 2008
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14. Summary
• 3M’s Occupational Health & Environmental Safety Division is a global leader in respiratory protection
and a cornerstone of our Safety, Security and Protection Services Business
• Aearo is a leader in hearing protection and vision protection, and has a growing capability in fall
protection; 3M does not have strong positions in these product groups
• Acquisition of Aearo:
– Creates a clear global leader in personal protective equipment products, playing across
multiple industries
– Provides access to higher growth product categories
– Expands and deepens 3M capabilities in multiple technologies, and offerings in multiple
important product areas
– Represents significant opportunities in sales and cost synergies
A perfect opportunity to expand 3M’s personal safety business
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