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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 (Date of earliest event reported): September 18, 2023
3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware
File No. 1-3285
41-0417775
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3M Center, St. Paul, Minnesota
55144-1000
(Address of Principal Executive Offices)
(Zip Code)
(Registrant’s Telephone Number, Including Area Code) (651) 733-1110
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $.01 Per Share
MMM
New York Stock Exchange
MMM
Chicago Stock Exchange, Inc.
1.500% Notes due 2026
MMM26
New York Stock Exchange
1.750% Notes due 2030
MMM30
New York Stock Exchange
1.500% Notes due 2031
MMM31
New York Stock Exchange
Note: The common stock of the Registrant is also traded on the SIX Swiss Exchange.
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act.                                                             ☐




Item 1.01. Entry into a Material Definitive Agreement.

On September 18, 2023, 3M Company (the “Company”) entered into Amendment No. 2 to the Credit Agreement (the “Amendment”), amending the Company’s $4.25 billion five-year revolving credit agreement, dated May 11, 2023 (as amended from time to time, the “Credit Agreement”), with JPMorgan Chase Bank, N.A. as administrative agent, Citibank, N.A. as syndication agent, Deutsche Bank Securities Inc. and Bank of America, N.A. as documentation agents, and a syndicate of lenders party thereto.

The Credit Agreement contains a covenant requiring the Company to maintain an EBITDA to Interest Ratio (as defined in the Credit Agreement) of not less than 3.0 to 1.0 as of the end of each fiscal quarter of the Company. The Amendment provides that charges related to, arising out of or in connection with the settlement agreement entered into by the Company and the Company’s wholly-owned subsidiary, Aearo Technologies LLC (together with certain of its related entities, the “Aearo Entities”) to resolve, to the fullest extent possible, all litigation and alleged claims, including potential future claims that may be filed, involving the combat arms earplugs sold or manufactured by the Aearo Entities and/or the Company, as disclosed by the Company in a Current Report on Form 8-K filed on August 29, 2023, will be added back to the Company’s consolidated net income when determining EBITDA for purposes of calculating the EBITDA to Interest Ratio.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.






Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit NumberDescription
104Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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/ Michael M. Dai
Michael M. Dai
Vice President, Associate General Counsel & Secretary
Dated: September 18, 2023