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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 1-3285
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3M COMPANY
(Exact name of registrant as specified in its charter)
Delaware41-0417775
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)
3M Center, Building 220-9E-02, 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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $.01 Per ShareMMMNew York Stock Exchange
MMMNYSE Texas, Inc.
1.500% Notes due 2026MMM26New York Stock Exchange
3.500% Notes due 2028 MMM28ANew York Stock Exchange
1.750% Notes due 2030MMM30New York Stock Exchange
1.500% Notes due 2031MMM31New York Stock Exchange
3.900% Notes due 2031 MMM31ANew York Stock Exchange
4.100% Notes due 2034 MMM34New York Stock Exchange
Note: The common stock of the Registrant is also traded on the SIX Swiss Exchange.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at September 30, 2026
Common Stock, $0.01 par value per share
516,729,574 shares
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3M COMPANY
Form 10-Q for the Quarterly Period Ended September 30, 2026
TABLE OF CONTENTS
PAGE
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3M COMPANY
FORM 10-Q
For the Quarterly Period Ended September 30, 2026
PART I. Financial Information
Item 1. Financial Statements
3M Company and Subsidiaries
Consolidated Statement of Income
(Unaudited)
Three months ended
September 30,		Nine months ended
September 30,
(Millions, except per share amounts)2026202520262025
Net sales$6,584 $6,517 $19,114 $18,815 
Operating expenses
Cost of sales3,801 3,792 11,192 10,916 
Selling, general and administrative expenses921 820 2,726 3,032 
Research, development and related expenses 304 297 914 870 
Loss on business divestitures— 161 343 164 
Total operating expenses 5,026 5,070 15,175 14,982 
Operating income1,558 1,447 3,939 3,833 
Other expense (income), net(112)300 271 378 
Income before income taxes1,670 1,147 3,668 3,455 
Provision for income taxes 261 308 665 818 
Income of consolidated group1,409 839 3,003 2,637 
Income from unconsolidated subsidiaries, net of taxes1 2 4 51 
Net income including noncontrolling interests (NCIs)
1,410 841 3,007 2,688 
Net income (loss) attributable to NCIs and adjustment to redeemable NCI37 7 48 15 
Net income attributable to 3M common shareholders$1,373 $834 $2,959 $2,673 
Earnings per share attributable to 3M common shareholders:
Weighted average 3M common shares outstanding — basic518.8 534.1 522.5 538.4 
Earnings per share — basic$2.65 $1.56 $5.66 $4.97 
Weighted average 3M common shares outstanding — diluted522.6 538.1 525.9 542.1 
Earnings per share — diluted $2.63 $1.55 $5.63 $4.93 
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.    
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3M Company and Subsidiaries
Consolidated Statement of Comprehensive Income
(Unaudited)
Three months ended
September 30,		Nine months ended
September 30,
(Millions)2026202520262025
Net income including noncontrolling interests (NCIs)$1,410 $841 $3,007 $2,688 
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment33 (71)(64)439 
Defined benefit pension and postretirement plans adjustment48 139 142 246 
Cash flow hedging instruments(17)21 (1)(91)
Total other comprehensive income (loss), net of tax64 89 77 594 
Comprehensive income including noncontrolling interests
1,474 930 3,084 3,282 
Net loss (income) attributable to noncontrolling interests4 (7)(7)(15)
Cumulative translation adjustment attributable to noncontrolling interests6 4 9 4 
Comprehensive (income) attributable to noncontrolling interests
10 (3)2 (11)
Comprehensive income attributable to 3M$1,484 $927 $3,086 $3,271 
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
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3M Company and Subsidiaries
Consolidated Balance Sheet
(Unaudited)
(Dollars in millions, except per share amount)September 30, 2026December 31, 2025
Assets
Current assets
Cash and cash equivalents$4,835 $5,235 
Marketable securities310 698 
Accounts receivable — net of allowances of $52 and $61
4,116 3,533 
Inventories 4,081 3,661 
Prepaids482 391 
Assets held for sale— 46 
Other current assets 2,890 2,823 
Total current assets 16,714 16,387 
Property, plant and equipment — net 6,969 7,101 
Goodwill 7,344 6,419 
Intangible assets — net 2,052 1,103 
Other assets 6,447 6,723 
Total assets $39,526 $37,733 
Liabilities, redeemable noncontrolling interest and equity
Current liabilities
Short-term borrowings and current portion of long-term debt $2,439 $1,670 
Accounts payable 3,040 2,702 
Accrued payroll 619 718 
Liabilities held for sale— 55 
Other current liabilities5,770 4,450 
Total current liabilities 11,868 9,595 
Long-term debt 12,558 10,932 
Pension and postretirement benefits 1,461 1,631 
Other liabilities 8,499 10,828 
Total liabilities 34,386 32,986 
Commitments and contingencies (Note 15)
Redeemable noncontrolling interest
$971 $— 
Equity
3M Company shareholders’ equity:
Common stock par value, $.01 per share; 944,033,056 shares issued
9 9 
Shares outstanding - September 30, 2026: 516,729,574; December 31, 2025: 530,279,131
Additional paid-in capital 7,566 7,440 
Retained earnings 39,587 38,258 
Treasury stock, at cost(38,052)(35,936)
Shares at September 30, 2026: 427,303,482; December 31, 2025: 413,753,925
Accumulated other comprehensive income (loss) (4,983)(5,069)
Total 3M Company shareholders’ equity 4,127 4,702 
Nonredeemable noncontrolling interest
42 45 
Total equity 4,169 4,747 
Total liabilities, redeemable noncontrolling interest and equity
$39,526 $37,733 
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
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3M Company and Subsidiaries
Consolidated Statement of Cash Flows
(Unaudited)
Nine months ended September 30,
(Millions)20262025
Cash flows from operating activities
Net income including noncontrolling interests
$3,007 $2,688 
Adjustments to reconcile net income including noncontrolling interests to net cash provided by (used in) operating activities
Depreciation and amortization 997 878 
Company pension and postretirement contributions (101)(99)
Company pension and postretirement expense 109 198 
Stock-based compensation expense 167 182 
Loss on business divestitures343 164 
Deferred income taxes 211 298 
Changes in assets and liabilities
Accounts receivable (557)(451)
Inventories (344)(92)
Accounts payable 315 67 
Other — net(2,101)(3,110)
Net cash provided by (used in) operating activities 2,046 723 
Cash flows from investing activities
Purchases of property, plant and equipment (PP&E) (704)(662)
Proceeds from sale of PP&E and other assets 14 69 
Acquisitions, net of cash acquired (1,910)— 
Purchases of marketable securities and investments (575)(839)
Proceeds from maturities and sale of marketable securities and investments965 3,185 
Proceeds from (payments for) sale of businesses, net of cash sold(326)5 
Other — net 24 (3)
Net cash provided by (used in) investing activities (2,512)1,755 
Cash flows from financing activities
Repayment of debt (maturities greater than 90 days) (650)(1,804)
Proceeds from debt (maturities greater than 90 days) 3,175 1,099 
Purchases of treasury stock (3,225)(2,699)
Proceeds from issuance of treasury stock pursuant to stock option and benefit plans702 1,219 
Proceeds from investment by noncontrolling interest1,277 — 
Dividends paid to shareholders (1,216)(1,175)
Other — net (38)(39)
Net cash provided by (used in) financing activities 25 (3,399)
Effect of exchange rate changes on cash and cash equivalents (5)36 
Net increase (decrease) in cash and cash equivalents, including cash classified within assets held for sale(446)(885)
Less: net increase (decrease) in cash classified within assets held for sale(46)44 
Net increase (decrease) in cash and cash equivalents(400)(929)
Cash and cash equivalents at beginning of year 5,235 5,600 
Cash and cash equivalents at end of period$4,835 $4,671 
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.
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3M Company and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Significant Accounting Policies
Basis of Presentation: As used herein, the term “3M” or “Company” includes 3M Company and its subsidiaries unless the context indicates otherwise. The interim consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These adjustments consist of normal, recurring items. The results of operations for any interim period are not necessarily indicative of results for the full year. The interim consolidated financial statements and notes are presented as permitted by the requirements for Quarterly Reports on Form 10-Q. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in its 2025 Annual Report on Form 10-K.
Certain amounts in prior periods’ consolidated financial statements have been reclassified to conform to current period presentation. Also, effective in the first three quarters of 2026, the Company made changes to the measure of segment operating performance and segment composition used by its chief operating decision maker ("CODM"). These changes impacted the disclosed measure of segment profit and other segment-related amounts as further described in Note 16. 3M's disclosed disaggregated revenue was also updated as a result of these changes (see Note 2). Information provided herein reflects the impact of these changes for all periods presented.
New Accounting Pronouncements: Refer to Note 1 to the Consolidated Financial Statements in 3M's 2025 Annual Report on Form 10-K for a discussion of applicable standards issued and not yet adopted by 3M.
Note 2. Revenue
Disaggregated Revenue Information: The Company views the following disaggregated disclosures as useful to understanding the composition of revenue recognized during the respective reporting periods:
Three months ended
September 30,		Nine months ended
September 30,
Net sales (millions)2026202520262025
Abrasives$326$344$1,017$999
Automotive Aftermarket309293896874
Electrical Markets4233731,1701,047
Industrial Adhesives and Tapes6335871,8791,698
Industrial Specialties Division312297924879
Personal Safety(a)
8487872,5012,285
Fire Safety and Rescue(a)
206108430342
Roofing Granules125128386395
Total Safety and Industrial Business segment3,1822,9179,2038,519
Advanced Materials175149484440
Automotive and Aerospace4904841,4591,433
Commercial Branding and Transportation7186912,0951,996
Electronics6166681,8751,883
Total Transportation and Electronics Business segment1,9991,9925,9135,752
Consumer Safety and Well-Being307294874848
Home and Auto Care307304953909
Home Improvement4144171,0871,117
Packaging and Expression279297771832
Total Consumer Business segment1,3071,3123,6853,706
Corporate96296313838
Total Company$6,584$6,517$19,114$18,815
(a) See Note 3 for additional information.
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Three months ended
September 30,		Nine months ended
September 30,
Net sales by geographic area (millions)
2026202520262025
Americas$3,787 $3,582 $10,456 $10,271 
Asia Pacific1,715 1,834 5,368 5,338 
Europe, Middle East and Africa1,082 1,101 3,290 3,206 
Worldwide$6,584 $6,517 $19,114 $18,815 
Three months ended
September 30,		Nine months ended
September 30,
Net sales by particular country (millions)
2026202520262025
United States
$3,047 $2,904 $8,349 $8,307 
China/Hong Kong
731 789 2,368 2,259 
Note 3. Acquisitions, Redeemable Noncontrolling Interest and Divestitures
Refer to Note 4 to the Consolidated Financial Statements in 3M's 2025 Annual Report on Form 10-K for more information on relevant pre-2026 acquisitions and divestitures.
Acquisition and Redeemable Noncontrolling Interest:
In July 2026, 3M, in partnership with Bain Capital ("Bain"), completed the acquisition of Madison Fire & Rescue ("Madison") for $1.9 billion, subject to closing and other adjustments, net of cash acquired. Madison offers a portfolio of rescue technology and fire-suppression products. Under related agreements, 3M and Bain established a venture as further discussed below. The allocation of purchase consideration related to Madison is considered preliminary with provisional amounts primarily related to intangible assets, working capital, and certain tax-related and liability amounts. 3M expects to finalize the allocation of purchase price within the one-year measurement-period following the acquisition. Net sales of the Madison business included in the Company’s Safety and Industrial segment for the third quarter of 2026 were approximately $90 million and operating income was not significant. Proforma information related to the acquisition was not considered material.
The following table shows the preliminary amounts recognized for major classes of assets acquired and liabilities assumed, which are subject to adjustment as 3M obtains additional information during the measurement period.
Asset/(liability) (millions, except weighted average lives)MadisonFinite-lived intangible asset weighted average lives (years)
Current and other assets145
Property, plant, and equipment115
Finite-lived intangible assets:
Customer related71619
Patents and technology8810
Definite-lived tradenames
23323
Goodwill982
Accounts payable and other liabilities(91)
Deferred taxes and accrued income taxes(278)
Net assets acquired $1,910
Supplemental information:
Cash paid$1,957
Less: cash acquired(47)
Cash paid, net of cash acquired $1,910
The amount of goodwill expected to be deductible for tax purposes was not material.
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Under agreements related to the acquisition of Madison, 3M and Bain established a venture into which 3M placed its self-contained breathing apparatus business ("SCBA") and Bain contributed approximately $1.3 billion of cash. The venture utilized the contribution and drew on its term loan facility (as discussed in Note 11) to purchase Madison. 3M has 50.1% of the venture's voting interest and consolidates it under the variable interest entity model. SCBA's historical activity (previously part of the Personal Safety division) together with the new activity of Madison beginning in July 2026 are reflected as the Fire Safety and Rescue division (also referred to as 3M Sentorum) within the Safety and Industrial segment.
The venture results in 3M reflecting a redeemable noncontrolling interest ("RNCI"). Bain's interest is puttable to 3M five years after venture formation (making it redeemable) and callable by 3M at fair value, subject to floors and caps based on multiples of each party's initial investment. Bain's interest also includes floor return rights in the event of sale or public offering of the venture. The RNCI is presented outside of permanent equity on 3M's consolidated balance sheet. These features also result in 3M reflecting a derivative liability for Bain's net put right, which is carried at fair value as described in Note 13. The RNCI is measured at the greater of its initial carrying amount updated for its share of earnings or losses, or estimated redemption value after considering the value of the separate derivative. Adjustments for changes in estimated redemption value of the RNCI are recognized as they occur, reflected in retained earnings, and affect net income attributable to 3M common shareholders. See Note 8 for activity and changes in carrying amount of the RNCI.
Distributions from the venture are subject to approval of both 3M and Bain. At September 30, 2026, approximately $0.9 billion of net assets on 3M's consolidated balance sheet are 3M's proportional interest in those of the venture.
Divestitures:
In the second quarter of 2026, 3M completed the sale of its precision grinding and finishing business, formerly within the Safety and Industrial business. This business was classified as held for sale in the third quarter of 2025. 3M recorded a pre-tax charge of $159 million for the excess of its carrying value over its selling price less cost to sell in 2025 and an insignificant amount in 2026 for subsequent changes. This charge and related changes were reported within Corporate and reflected in loss on business divestitures on the consolidated statement of income. The transaction did not involve proceeds, but a balance of cash, subject to closing and other adjustments, was left in the transferring business and an amount was paid to purchaser at close. The business has annual sales of approximately $130 million and its operating income, excluding the charge reflected in Corporate, was not material.
In addition, during the second quarter of 2026, 3M approved and completed the divestiture of its Dyneon GmbH subsidiary, a manufacturer of PFAS prior to 3M's exit from PFAS manufacturing by the end of 2025 (included in Corporate — see Note 16). The transaction resulted in a $324 million pre-tax loss on business divestiture that was recorded within Corporate. The transaction did not involve proceeds, but a balance of cash was left in the transferring business and an amount was paid to purchaser at close. An accrued amount, subject to closing and other adjustments, is payable to purchaser upon finalization of those adjustments, expected later in 2026. Refer to Note 15 for discussion of indemnifications related to certain legal matters associated with this transaction.
The below summarizes the carrying amounts of the major classes of assets and liabilities classified as held for sale in the consolidated balance sheet:
(Millions)December 31, 2025
Assets held for sale
Cash and cash equivalents$46 
Inventories27 
Property, plant and equipment — net96 
Other assets18 
Valuation allowance on assets held for sale(141)
Total assets held for sale
$46 
Liabilities held for sale
Pension and postretirement benefits $(23)
Other liabilities(14)
Valuation allowance on liabilities held for sale(18)
Total liabilities held for sale$(55)
Note 4. Goodwill and Intangible Assets
Goodwill: 3M periodically acquires businesses aligned with its strategic goals, such as growth markets and adjacent products or technologies. Goodwill resulting from business acquisitions is qualitatively attributable to the existing workforce of the
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acquiree and synergies expected to arise from combining the acquiree and 3M operations. The change in the carrying amount of goodwill by business segment was as follows:
(Millions)Safety and IndustrialTransportation and ElectronicsConsumerCorporateTotal Company
Balance as of December 31, 2024
$4,469$1,496$258$58$6,281
Translation and other(a)
102297—138
Balance as of December 31, 2025
$4,571$1,525$265$58$6,419
Acquisition activity982 — — —982
Translation and other(a)
(46)(9)(2)— (57)
Balance as of September 30, 2026
$5,507$1,516$263$58$7,344
(a)     The amounts in the “Translation and other” primarily relate to changes in foreign currency exchange rates.
As of September 30, 2026, the Company's accumulated goodwill impairment loss is $0.3 billion.
Acquired Intangible Assets: The carrying amount and accumulated amortization of the Company's acquired finite-lived intangible assets and the balances of non-amortizable intangible assets are presented below:
September 30, 2026December 31, 2025
(Millions)
Gross carrying amount(b)
Accumulated amortization
(b)
Net carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Finite-lived intangible assets
Customer related
$1,767 $(793)$1,239 $(925)
Patents and technology256 (153)573 (544)
Definite-lived tradenames
715 (337)482 (318)
Other
28 (10)47 (30)
Total$2,766 $(1,293)$1,473 $2,341 $(1,817)$524 
Indefinite lived intangible assets(c)    
579 579 
Total intangible assets — net $2,052 $1,103 
(b)     For the period ended September 30, 2026, finite-lived intangible asset were impacted by acquisitions as discussed in Note 3, net of retirement of certain fully amortized assets.
(c)    Indefinite lived intangible assets primarily consists of certain tradenames acquired by 3M that are not amortized because they have existed for over 60 years, maintain leading-market share positions, are continuously renewed, and are associated with products expected to generate cash flows for 3M for an indefinite period.
Amortization expense follows:
Three months ended
September 30,		Nine months ended
September 30,
(Millions)2026202520262025
Amortization expense $41 $26 $90 $78 
Expected amortization expense for acquired amortizable intangible assets recorded as of September 30, 2026 follows:
(Millions)
Remainder of 2026
20272028202920302031
After 2031
Amortization expense$40 $142 $117 $115 $115 $114 $830 
Note 5. Restructuring Actions
Transformation Costs: In the third quarter of 2025, 3M began a transformation program intended as a structural redesign of longer-term manufacturing, distribution, and business process services and locations. In the third quarter and first nine months of 2026, management approved and committed to additional actions resulting in a pre-tax charge of $27 million and $145 million, respectively, primarily employee related. Charges related to this initiative are reflected in Corporate (see Note 16) and primarily impacted selling, general and administrative expenses and cost of sales. The accrued restructuring liability was $25 million as of December 31, 2025 and $53 million as of September 30, 2026, reflecting new charges partially offset by cash payments. Additional actions are expected and are subject to management's future approval and commitment.
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Note 6. Supplemental Income Statement Information
Other expense (income), net:
Three months ended
September 30,		Nine months ended
September 30,
(Millions)2026202520262025
Interest expense(a)
$217 $232 $633 $724 
Interest income(46)(46)(127)(175)
Pension and postretirement net periodic benefit cost (benefit)(b)
(2)20 (7)71 
Solventum ownership - change in value(c)
(281)94 (228)(242)
Total$(112)$300 $271$378 
(a)     Interest expense related to outstanding debt is as follows below. Interest expense in the table above also includes imputed interest associated with the obligations resulting from the PWS Settlement, New Jersey Settlement, and CAE Settlement (all discussed in Note 15).
Three months ended September 30,Nine months ended September 30,
(Millions)2026202520262025
Interest expense related to outstanding debt
$127 $114 $339 $340 
(b)     Pension and postretirement net periodic benefit income described in the table above includes all components of defined benefit plan net periodic benefit cost (benefit) except service cost, which is reported in various operating expense lines. Refer to Note 12 for additional details on the components of pension and postretirement net periodic benefit cost (benefit).
(c)     Solventum ownership - change in value relates to the change in value of 3M's retained ownership interest in common stock of Solventum Corporation, an independent public company ("Solventum"), in connection with 3M's spin-off of its former health care business completed in April 2024 ("Solventum Spin-off"). As of September 30, 2026 and December 31, 2025, the balance of unrealized gain on this investment was $1.7 billion and $1.5 billion, respectively.
Currency Effects: 3M estimates that year-on-year foreign currency transaction effects impacted pre-tax income (loss) approximately as follows. These estimates include transaction gains and losses, including derivative instruments designed to reduce foreign currency exchange rate risks.
Three months ended
September 30,		Nine months ended
September 30,
(Millions)2026202520262025
Year-on-year change in pre-tax income (loss) from foreign currency transactions$10 $(30)$(29)$(55)
Note 7. Supplemental Balance Sheet Information
Inventories (millions)
September 30, 2026December 31, 2025
Finished goods $1,940 $1,744 
Work in process 1,233 1,126 
Raw materials and supplies 908 791 
Total inventories $4,081 $3,661 
Property, Plant & Equipment (millions)
September 30, 2026December 31, 2025
Property, plant and equipment $24,165 $23,922 
Less: accumulated depreciation (17,196)(16,821)
Property, plant and equipment — net $6,969 $7,101 
Operating Leases (millions)
Location on face of balance sheet
September 30, 2026December 31, 2025
Right of use assets
Other assets
$589 $516 
Current liability
Other current liabilities
153 167 
Noncurrent liability
Other liabilities
450 363 
Supplier Finance Program Obligations
Under supplier finance programs, 3M agrees to pay participating banks the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices, generally within 90 days of the invoice date. 3M or the banks may terminate the agreements with advance notice. Separately, the banks may have arrangements with the suppliers that provide them the option to request early payment from the banks for invoices confirmed by 3M. 3M's outstanding balances of confirmed invoices in the programs as of September 30, 2026 and December 31, 2025 were each approximately $0.3 billion. These amounts are included within accounts payable on 3M's consolidated balance sheet.
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Note 8. Supplemental Equity, Redeemable Noncontrolling Interest, and Comprehensive Income Information
Common stock ($.01 par value per share) of 3 billion shares is authorized. Preferred stock, without par value, of 10 million shares is authorized but unissued.
Cash dividends declared and paid totaled $0.78 and $0.73 per share for the first, second, and third quarters of 2026 and 2025, respectively, or $2.34 and $2.19 per share for the first nine months of 2026 and 2025, respectively.
The table below presents the consolidated changes in equity and redeemable noncontrolling interest for the three and nine months ended September 30, 2026 and 2025:
EquityRedeemable noncontrolling interest
3M Company ShareholdersNonredeemable noncontrolling interestTotal equity
(Millions)Common stock and additional paid-in capitalRetained earningsTreasury stockAccumulated other comprehensive income (loss)
Balance at June 30, 2026
$7,549$38,633$(38,177)$(5,053)$53 $3,005 $— 
Net income (loss) including noncontrolling interests1,414 4 1,418 (8)
Adjustment to redeemable noncontrolling interest(41)(41)41 
Other comprehensive income (loss), net of tax70 — 70 (6)
Dividends declared(403)(403)— 
Stock-based compensation44 44 
Reacquired stock(229)(229)
Issuances pursuant to stock option and benefit plans(16)354 338 
Dividend to noncontrolling interest(15)(15)— 
Investment by noncontrolling interest(18)(18)944 
Balance at September 30, 2026
$7,575 $39,587 $(38,052)$(4,983)$42 $4,169 $971 
Balance at June 30, 2025
$7,354 $37,693 $(35,542)$(5,215)$61 $4,351 
Net income including noncontrolling interests834 7 841 
Other comprehensive income (loss), net of tax93 (4)89 
Dividends declared(389)(389)
Stock-based compensation52 52 
Reacquired stock(473)(473)
Dividend to non controlling interest(17)(17)
Issuances pursuant to stock option and benefit plans(35)256 221 
Balance at September 30, 2025
$7,406 $38,103 $(35,759)$(5,122)$47 $4,675 
Balance at December 31, 2025
$7,449 $38,258 $(35,936)$(5,069)$45 $4,747 $— 
Net income (loss) including noncontrolling interests3,000 15 3,015 (8)
Adjustment to redeemable noncontrolling interest(41)(41)41 
Other comprehensive income (loss), net of tax86 (3)83 (6)
Dividends declared(1,216)(1,216)— 
Stock-based compensation144 144 
Reacquired stock(3,232)(3,232)
Issuances pursuant to stock option and benefit plans(414)1,116 702 
Dividend to noncontrolling interest(15)(15)— 
Investment by noncontrolling interest(18)(18)944 
Balance at September 30, 2026
$7,575 $39,587 $(38,052)$(4,983)$42 $4,169 $971 
Balance at December 31, 2024
$7,238 $36,797 $(34,462)$(5,731)$52 $3,894 
Net income including noncontrolling interests2,673 15 2,688 
Other comprehensive income (loss), net of tax598 (4)594 
Solventum spin-off(14)11 (3)
Dividends declared(1,175)(1,175)
Purchase of noncontrolling interest1 1 
Stock-based compensation168 168 
Reacquired stock(2,694)(2,694)
Dividend to noncontrolling interest(17)(17)
Issuances pursuant to stock option and benefit plans(178)1,397 1,219 
Balance at September 30, 2025$7,406 $38,103 $(35,759)$(5,122)$47 $4,675 
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The table below presents the changes in accumulated other comprehensive income (loss) attributable to 3M ("AOCI"), including the reclassifications out of AOCI by component:
(Millions)
Cumulative translation adjustment
Defined benefit pension and postretirement plans adjustment
Cash flow hedging instruments, unrealized gain (loss)(a)    
AOCI
Balance at June 30, 2026, net of tax:
$(2,614)$(2,357)$(82)$(5,053)
Other comprehensive income (loss), before tax:
Amounts before reclassifications43 — (26)17 
Amounts reclassified out— 64 4 68 
Total other comprehensive income (loss), before tax43 64 (22)85 
Tax effect(b)
(4)(16)5 (15)
Total other comprehensive income (loss), net of tax39 48 (17)70 
Balance at September 30, 2026, net of tax:
$(2,575)$(2,309)$(99)$(4,983)
Balance at June 30, 2025, net of tax:
$(2,443)$(2,645)$(127)$(5,215)
Other comprehensive income (loss), before tax:
Amounts before reclassifications(64)111 23 70 
Amounts reclassified out— 71 4 75 
Total other comprehensive income (loss), before tax(64)182 27 145 
Tax effect(b)
(3)(43)(6)(52)
Total other comprehensive income (loss), net of tax(67)139 21 93 
Balance at September 30, 2025, net of tax:
$(2,510)$(2,506)$(106)$(5,122)
Balance at December 31, 2025, net of tax:
$(2,520)$(2,451)$(98)$(5,069)
Other comprehensive income (loss), before tax:
Amounts before reclassifications(33)— (18)(51)
Amounts reclassified out— 189 19 208 
Total other comprehensive income (loss), before tax(33)189 1 157 
Tax effect(b)
(22)(47)(2)(71)
Total other comprehensive income (loss), net of tax(55)142 (1)86 
Balance at September 30, 2026, net of tax:
$(2,575)$(2,309)$(99)$(4,983)
Balance at December 31, 2024, net of tax:
$(2,953)$(2,763)$(15)$(5,731)
Other comprehensive income (loss), before tax:
Amounts before reclassifications372 104 (82)394 
Amounts reclassified out— 218 (33)185 
Total other comprehensive income (loss), before tax372 322 (115)579 
Tax effect(b)
71 (76)24 19 
Total other comprehensive income (loss), net of tax443 246 (91)598 
Solventum spin-off— 11 — 11 
Balance at September 30, 2025, net of tax:
$(2,510)$(2,506)$(106)$(5,122)
(a)    Based on exchange rates as of September 30, 2026, the after-tax net unrealized loss expected to be reclassified over the next 12 months is not significant, and the related impact will be offset by earnings or losses from underlying hedged items.
(b)     Includes tax expense (benefit) reclassified out of AOCI related to the following:
Three months ended September 30,Nine months ended September 30,
(Millions)2026202520262025
Defined benefit pension and postretirement plans adjustment$(15)$(17)$(46)$(52)
Tax effects associated with cash flow hedging instruments were not significant in any period presented
Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within cumulative translation do include impacts from items such as net investment hedge transactions. The Company uses the portfolio approach for releasing income tax effects from AOCI.
Additional details on the amounts reclassified from AOCI into consolidated income include:
•Defined benefit pension and postretirement plan adjustments: amounts were reclassified into other (expense) income, net (see Note 12).
•Cash flow hedging instruments, realized gain (loss): amounts from foreign currency forward/option contracts were reclassified into cost of sales, while amounts from interest rate contracts were reclassified into interest expense (see Note 13).
•The tax effects, if applicable, associated with these reclassifications were reflected in provision for income taxes.
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Note 9. Income Taxes
The effective tax rates were as follows:
Three months ended
September 30,		Nine months ended
September 30,
(Percent of pre-tax income)2026202520262025
Effective tax rate 15.7 %26.8 %18.1 %23.7 %
The primary factors that decreased the Company's effective tax rate for the three months ended September 30, 2026, compared to the same period in 2025, were the tax impacts of 3M's retained ownership interest in Solventum and the tax impacts of net costs of significant litigation.
The primary factors that decreased the Company's effective tax rate for the nine months ended September 30, 2026, compared to the same period in 2025, were the increased tax benefits from stock-based compensation and the tax impacts of net costs of significant litigation.
Net deferred tax assets (net of valuation allowance and deferred tax liabilities) are included as components of other assets and other liabilities within the Consolidated Balance Sheet. This net balance was comprised of the following:
(Millions)September 30, 2026December 31, 2025
Deferred tax asset (net of valuation allowance)$3,534$3,826
Deferred tax liability743418
Net deferred tax assets$2,791$3,408
Note 10. Earnings Per Share
The computations for basic and diluted earnings per share follow:
Three months ended
September 30,		Nine months ended
September 30,
(Amounts in millions, except per share amounts)2026202520262025
Numerator:
Net income attributable to 3M common shareholders$1,373 $834 $2,959 $2,673 
Denominator:
Weighted average 3M common shares outstanding – basic
518.8 534.1 522.5 538.4 
Dilution associated with stock-based compensation plans 3.8 4.0 3.4 3.7 
Weighted average 3M common shares outstanding – diluted
522.6 538.1 525.9 542.1 
Earnings per share attributable to 3M common shareholders:
Earnings per share — basic
$2.65 $1.56 $5.66 $4.97 
Earnings per share — diluted
$2.63 $1.55 $5.63 $4.93 
The difference in the weighted average 3M shares outstanding for calculating basic and diluted earnings per share attributable to 3M common shareholders is the result of the dilution associated with the Company’s stock-based compensation plans. Certain awards outstanding under these stock-based compensation plans were not included in the computation of diluted earnings per share attributable to 3M common shareholders because they would have had an anti-dilutive effect.
Three months ended
September 30,		Nine months ended
September 30,
(Millions)
2026202520262025
Weighted average number of antidilutive shares
6.911.59.014.7
Note 11. Long-Term Debt and Short-Term Borrowings
2025 issuances, maturities, and extinguishments of short- and long-term debt are described in Note 12 to the Consolidated Financial Statements in 3M's 2025 Annual Report on Form 10-K.
The Company had no commercial paper outstanding at September 30, 2026 and December 31, 2025.
In April 2026, a subsidiary of 3M (with 3M as guarantor) entered into a $1.43 billion unsecured term loan facility and a $200 million revolving credit facility, each with a variable rate and a 364-day term, replacing a facility established in March 2026. The revolving credit facility was undrawn as of September 30, 2026. In July 2026, the subsidiary drew $1.43 billion under the term loan in connection with the acquisition of Madison and venture formation described in Note 3. The facilities may be extended up to 12 months from that closing date.
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In August 2026, 3M entered into a new $4.25 billion unsecured five-year revolving credit facility with a floating interest rate, expiring in August 2031, replacing the prior facility that would have expired in 2028. The revolving credit agreement includes a provision under which 3M may request an increase of up to $1.0 billion (at lenders' discretion), bringing the total facility up to $5.25 billion. The facility was undrawn as of September 30, 2026. It includes a financial covenant requiring the Company to maintain an EBITDA to Interest Ratio of not less than 3.0 to 1.0 as of the end of each fiscal quarter.
In September 2026, 3M repaid $650 million aggregate principal amount of fixed-rate notes that matured. Also in September 2026, 3M issued €1.5 billion aggregate principal amount of fixed-rate notes, comprised of €500 million of 3.50% notes due 2028, €500 million of 3.90% notes due 2031 and €500 million of 4.10% notes due 2034. As discussed further in Note 13, 3M entered into an interest rate swap that converted the €500 million of notes due 2034 to floating rate debt.
Future Maturities of Long-term Debt: Maturities of long-term debt in the table below reflect the impact of put provisions associated with certain debt instruments and are net of items such as unamortized debt issue costs such that total maturities equal the carrying value of long-term debt as of September 30, 2026. The maturities of long-term debt for the periods subsequent to September 30, 2026 are as follows (in millions):
Remainder of 2026
20272028202920302031
After 2031
Total
$992 $2,293 $1,426 $1,795 $1,709 $1,128 $5,651 $14,994 
Note 12. Pension and Postretirement Benefit Plans
The service cost component of defined benefit net periodic benefit cost is recorded in cost of sales; selling, general and administrative expenses; and research, development and related expenses. The other components of net periodic benefit cost are reflected in other expense (income), net. Components of net periodic benefit cost and other supplemental information for the three and nine months ended September 30, 2026 and 2025 follow:
Qualified and non-qualified pension benefitsPostretirement benefits
United StatesInternational
Three months ended September 30,
Net periodic benefit cost (benefit) (millions)202620252026202520262025
Operating expense
Service cost $24 $26 $11 $12 $3 $5 
Non-operating expense
Interest cost 99 108 49 46 16 18 
Expected return on plan assets (144)(142)(73)(67)(13)(14)
Amortization of prior service benefit— — 1 — (7)(4)
Amortization of net actuarial loss 63 69 3 2 4 4 
Total non-operating expense (benefit)18 35 (20)(19)— 4 
Total net periodic benefit cost (benefit) $42 $61 $(9)$(7)$3 $9 
Nine months ended September 30,
202620252026202520262025
Operating expense
Service cost $73 $77 $31 $36 $12 $14 
Non-operating expense
Interest cost 299 325 149 138 48 56 
Expected return on plan assets (432)(426)(220)(198)(40)(42)
Amortization of prior service benefit— — 1 1 (21)(8)
Amortization of net actuarial loss 190 207 7 6 12 12 
Total non-operating expense (benefit)57 106 (63)(53)(1)18 
Total net periodic benefit cost (benefit) $130 $183 $(32)$(17)$11 $32 
For the nine months ended September 30, 2026, contributions totaling $92 million were made to the Company’s U.S. and international pension plans and $9 million to its postretirement plans. Future contributions will depend on market conditions, interest rates, and other factors. 3M’s annual measurement date for pension and postretirement assets and liabilities is December 31 each year, which is also the date used for the related annual measurement assumptions.
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Note 13. Derivatives
The Company uses interest rate swaps, cross-currency swaps, and forward and option contracts to manage risks generally associated with foreign exchange rate and interest rate fluctuations. Note 15 to the Consolidated Financial Statements in 3M's 2025 Annual Report on Form 10-K explains the types of derivatives and financial instruments used by 3M, how and why 3M uses such instruments, and how such instruments are accounted for. It also contains information regarding previously initiated contracts or instruments.
Additional information with respect to derivatives is included elsewhere as follows:
•Impact on other comprehensive income of non-derivative hedging and derivative instruments is included in Note 8.
•Fair value of derivative instruments, excluding non-derivative instruments used as hedging instruments, and their location in the consolidated balance sheet is included in Note 14.
•Derivatives and/or hedging instruments associated with the Company’s long-term debt are described in Note 14 to the Consolidated Financial Statements in 3M's 2025 Annual Report on Form 10-K.
Refer to the section below titled Volume of Derivative Activity for information regarding the extent of 3M's use of derivatives. Additional information relative to cash flow hedges, net investment hedges and derivatives not designated as hedging instruments is included below as applicable.
Cash Flow Hedges: Refer to the amounts before reclassifications on the changes in accumulated other comprehensive income (loss) ("AOCI") table within Note 8 for the amount of pre-tax gain (loss) recognized in other comprehensive income (loss) ("OCI") related to derivative instruments designated as cash flow hedges. The amount of pre-tax (gain) loss on cash flow hedging relationships reclassified from AOCI into income was not significant. Amounts from foreign currency forward/option contracts were reclassified into cost of sales, while the amounts from interest rate contracts were reclassified into interest expense.
Fair Value Hedges:
In September 2026, 3M entered into an interest rate swap that converted €500 million principal amount of fixed rate notes due 2034 into floating rate debt based on a EuroSTR index. The amount of gain (loss) recognized in interest expense related to the fair value hedging relationship was not significant for the three and nine months ended September 30, 2026.
The following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for active fair value hedges, as well as remaining amounts for discontinued fair value hedges:
Carrying value of the hedged (and formerly hedged) liabilitiesCumulative amount of fair value hedging adjustment included in carrying value of hedged liabilities for
Location on the consolidated balance sheet (millions)Active hedgesDiscontinued hedges
September 30, 2026December 31, 2025September 30, 2026December 31, 2025September 30, 2026December 31, 2025
Long-term debt$1,507$959$(12)$—$(44)$(44)
Net Investment Hedges: The gross notional amount of foreign exchange forward/option contracts and cross-currency swaps designated in net investment hedges are included in the totals within the gross notional table in the Volume of Derivative Activity section below. In addition, at September 30, 2026, 3M had a principal amount of long-term debt instruments designated in net investment hedges totaling €3.3 billion.
During the nine months ended September 30, 2026, 3M entered into foreign currency forward contracts and collared foreign currency forward contracts with a gross notional value at inception of $4.8 billion designated as hedges of portions of its net investment in international subsidiaries.
The amount of gain (loss) excluded from effectiveness testing and recognized in income for instruments designated in net investment hedge relationships was $61 million for the nine months ended September 30, 2026 and not significant for all other periods presented. The amounts of pre-tax gain (loss) recognized in OCI related to derivative and non-derivative instruments designated as net investment hedges are as follows.
Pretax gain (loss) recognized as cumulative translation within OCI
Three months ended September 30,Nine months ended September 30,
(Millions)2026202520262025
Foreign currency denominated debt $52 $— $109 $(229)
Foreign currency forward/option contracts and cross-currency swaps(26)8 (12)(149)
Total $26 $8 $97 $(378)
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Derivatives Not Designated as Hedging Instruments: Derivatives not designated as hedging instruments include de-designated foreign currency forward and option contracts that formerly were designated in cash flow hedging relationships. 3M may de-designate a cash flow hedge before the forecasted transaction occurs if the forecasted transaction is no longer probable, if the hedge is no longer expected to be highly effective in offsetting changes in the cash flows of the forecasted transaction, or in certain other circumstances. 3M might also enter into foreign currency contracts that are not designated in hedging relationships to offset changes in the value of various non-functional currency denominated items (including certain intercompany financing balances).
Because these various derivatives are not designated in hedging relationships, fair value gains and losses on them are recorded in earnings. The Company does not hold or issue derivative financial instruments for trading purposes.
The venture formed in July 2026, as described in Note 3, provides the parties with put, call, and return on investment provisions subject to certain floors and caps. The venture partner's resulting net put right is reflected separate from the venture host contract as a derivative not designated as a hedging instrument.
The location and amount of pre-tax (gain) or loss regarding derivatives not designated as hedging instruments follows:
(Gain) or loss on derivatives not designated as hedging instruments
Three months ended September 30,Nine months ended September 30,
Income statement location (millions)2026202520262025
Cost of sales$1 $2 $(2)$(47)
Selling, general and administrative expenses(9)— (9)— 
Other expense (income), net4 6 24 (93)
Volume of Derivative Activity: The table below summarizes the gross notional amount of specific derivatives designated and not designated as hedging instruments. Derivatives designated as hedging instruments consist of foreign currency forward/option contracts and cross-currency swaps. Derivatives not designated as hedging instruments, as presented in the table below, consist of foreign currency forward and option contracts.
Notional amounts for non-US denominated derivatives are presented at period-end foreign exchange rates, except for certain interest rate swaps and foreign currency forward/option contracts, which are presented using the foreign exchange rate at inception.
Gross notional amount (millions)September 30, 2026December 31, 2025
Derivatives designated as hedging instruments$15,740 $10,036 
Derivatives not designated as hedging instruments2,518 2,188 
The table above excludes the net derivative not designated as a hedging instrument associated with the venture-related net put right, which is carried at fair value and described earlier in this note.
Credit Risk and Offsetting of Assets and Liabilities of Derivative Instruments: The Company is exposed to credit loss in the event of nonperformance by counterparties in derivative contracts. However, the Company’s risk is limited to the fair value of the instruments. The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties. 3M enters into master netting arrangements with counterparties when possible to mitigate credit risk in derivative transactions. A master netting arrangement may allow each counterparty to net settle amounts owed between a 3M entity and the counterparty as a result of multiple, separate derivative transactions. The Company does not anticipate nonperformance by any of these counterparties.
3M has elected to present the fair value of derivative assets and liabilities within the Company’s consolidated balance sheet on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. However, the following tables provide information as if the Company had to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria in the event of default or termination as stipulated by the terms of netting arrangements with each of the counterparties. For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period based on the 3M entity that is a party to the transactions. Derivatives not subject to master netting agreements are not eligible for net presentation. For the periods presented, 3M has not received cash collateral from derivative counterparties.
Offsetting of Financial Assets under Master Netting Agreements with Derivative Counterparties
Derivatives subject to master netting agreements (millions)September 30, 2026December 31, 2025
Gross amount of derivative assets presented in the consolidated balance sheet$183 $192 
Gross amount of eligible offsetting recognized derivative liabilities157 175 
Net amount of derivative assets$26 $17 
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Offsetting of Financial Liabilities under Master Netting Agreements with Derivative Counterparties
Derivatives subject to master netting agreements (millions)September 30, 2026December 31, 2025
Gross amount of derivative liabilities presented in the consolidated balance sheet$311 $330 
Gross amount of eligible offsetting recognized derivative assets157 175 
Net amount of derivative liabilities$154 $155 
Note 14. Fair Value Measurements and Marketable Securities
3M follows ASC 820, Fair Value Measurements and Disclosures, with respect to assets and liabilities that are measured at fair value on a recurring basis and nonrecurring basis. Refer to Note 16 to the Consolidated Financial Statements in 3M's 2025 Annual Report on Form 10-K for a qualitative discussion of the assets and liabilities that are measured at fair value on a recurring and nonrecurring basis, a description of the valuation methodologies used by 3M, and categorization within the valuation framework of ASC 820.
The following table provides information by level for material assets and liabilities that are measured at fair value on a recurring basis at September 30, 2026 and December 31, 2025.
Fair value atFair value measurements using inputs considered as
Level 1Level 2Level 3
(Millions)September 30,
2026		December 31,
2025		September 30,
2026		December 31,
2025		September 30,
2026		December 31,
2025		September 30,
2026		December 31,
2025
Assets:
Available-for-sale marketable securities:
Corporate debt$165 $302 $— $— $165 $302 $— $— 
Commercial paper61 191 — — 61 191 — — 
U.S. government and treasury securities— 53 — 53 — — — — 
Asset backed securities and certificates of/time deposits80 148 — — 80 148 — — 
U.S. municipal securities16 16 — — — — 16 16 
Total marketable securities322 710 — 53 306 641 16 16 
Solventum common stock (a)
2,254 2,026 2,254 2,026 — — — — 
Derivative instruments(b)
183 192 — — 183 192 — — 
Liabilities:
Derivative instruments(c)
311 330 — — 311 330 — — 
Venture-related net put right(c)
340 — — — — — 340 — 
(a)     Solventum common stock is reflected within other current assets on 3M's Consolidated Balance Sheet.
(b)    Derivative assets are reflected within other current assets or other assets on 3M's Consolidated Balance Sheet.
(c)     Derivative liabilities are reflected within other current liabilities or other liabilities on 3M's Consolidated Balance Sheet.
As described in Note 13, a derivative instrument related to the venture partner's net put right resulted from the venture formed in July 2026. The fair value of this net put right, which is a level 3 measurement, is determined using a binomial lattice model, which relies on assumptions, including cash flow projections, risk-free rates, public equity volatility of venture peers (43% used at September 30, 2026), and details specific to the instrument's features as described in Note 3.
Marketable Securities: At September 30, 2026 and December 31, 2025, gross unrealized, gross realized, and net realized gains and/or losses (pre-tax) were not material.
The balances at September 30, 2026 for marketable securities by contractual maturity are shown below. Actual maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.
(Millions)
Due in one year or less $293 
Due after one year through five years 29 
Total marketable securities $322 
Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis: Disclosures are required for certain assets and liabilities that are reflected and disclosed at fair value on a nonrecurring basis in periods subsequent to initial recognition. Other than the below, 3M had no material measurements at fair value on a nonrecurring basis of applicable assets or liabilities for the third quarter and first nine months of 2026 and 2025.
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In the third quarter of 2025, 3M's precision grinding and finishing business was classified as held for sale and written down to its fair value less costs to sell. Fair value was determined based upon terms of the underlying agreement entered into to sell the business. The disposal group was similarly valued until the close of the transaction in April 2026. See Note 3 for additional information on the disposal group.
Fair Value of Financial Instruments: The Company’s financial instruments include cash and cash equivalents, marketable securities, accounts receivable, certain investments, notes receivable, accounts payable, borrowings, and derivative contracts. The fair values of cash equivalents, accounts receivable, accounts payable, and short-term borrowings and current portion of long-term debt approximated carrying values because of the short-term nature of these instruments. The fair value of long-term notes receivable approximates the carrying value. Available-for-sale marketable securities, Solventum common stock and derivative instruments are recorded at fair values as indicated in the preceding disclosures, in addition to certain investments. To estimate fair values (classified as level 2) for its long-term debt, the Company utilized third-party quotes, which are derived all or in part from model prices, external sources, market prices, or the third-party’s internal records. Information with respect to the carrying amounts and estimated fair values of these financial instruments follow:
September 30, 2026December 31, 2025
(Millions)Carrying value
Fair value
Carrying value
Fair value
Long-term debt, excluding current portion$12,558 $10,934 $10,932 $9,889 
The fair values reflected in the sections above consider the terms of the related debt absent the impacts of derivative/hedging activity. The carrying amount of long-term debt referenced above is impacted by foreign exchange rates on non-U.S. dollar denominated debt.
Note 15. Commitments and Contingencies
Introduction
This Note is organized to:
•provide background on the Company's legal proceedings and the processes for disclosing and recording related liabilities;
•present the Company's legal proceedings and contingencies, including any liabilities recorded by the Company, by category: environmental matters, non-environmental product matters, and other matters; and
•describe insurance recoveries related to the disclosed legal proceedings and contingencies.
Legal Proceedings
Background of the Company's Legal Proceedings
The Company and certain of its subsidiaries are involved in numerous claims, legal proceedings, and investigations worldwide. These matters may include, among others, commercial disputes; products liability (involving products that the Company now or formerly manufactured and sold); securities and corporate governance; antitrust and competition; intellectual property; environmental, health and safety; tax; employment and employee benefits; consumer protection; the Foreign Corrupt Practices Act ("FCPA") and other anti-bribery and anti-corruption laws; international trade and sanctions compliance; laws and regulations applicable to industries served by the Company, including the False Claims Act, and anti-kickback laws; and other matters. Unless otherwise stated, the Company is vigorously defending these matters. From time to time, the Company receives subpoenas, investigative demands, or requests for information from, and self-discloses potential concerns to, government authorities in the United States and foreign countries, which may result in assertions of claims, initiations of administrative, civil, or criminal proceedings, or negotiated resolutions. The Company generally seeks to respond in a cooperative, thorough and timely manner. These responses sometimes require time and effort and can result in considerable costs being incurred by the Company. The Company also from time to time becomes aware of certain writs of summons, pre-suit claims, demands or other preliminary or informal assertions of claims or potential future claims that may proceed in the United States or in foreign countries. In response, the Company or its subsidiaries may engage in respect of such matters where it believes it would be appropriate. Any determination that the Company’s operations or activities are not, or were not, in compliance with applicable laws or regulations could result in fines, civil and/or criminal penalties, equitable remedies, including disgorgement, suspension and debarment, and injunctive relief. The outcomes of legal proceedings and investigations are inherently uncertain, difficult to predict, and could have a material adverse effect on the Company, its consolidated financial position, results of operations, and cash flows.
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Process for Disclosure and Recording of Liabilities Related to Legal Proceedings
Many lawsuits and claims involve highly complex issues relating to causation, scientific evidence, and alleged actual damages, all of which are subject to substantial uncertainties. Assessments of lawsuits and claims can involve a series of complex judgments about future events and can rely heavily on many different estimates and assumptions. The categories of legal proceedings in which the Company is involved may include multiple lawsuits and claims, may be spread across multiple jurisdictions and courts which may handle the lawsuits and claims differently, may involve numerous and different types of plaintiffs, raising claims and legal theories based on specific allegations that may not apply to other matters, and may seek substantial compensatory and, in some cases, punitive, damages. These and other factors contribute to the complexity of these lawsuits and claims and make it difficult for the Company to predict outcomes and make reasonable estimates of any resulting losses or ranges of possibles losses, which is further complicated by the fact that a resolution of one or more matters within a category of legal proceedings may impact the resolution of other matters in that category in terms of timing, amount of liability, or both.
The Company records accruals for legal proceeding liabilities in accordance with ASC 450, Contingencies, and related guidance. Accruals are recorded when the loss is both probable and reasonably estimable. When the reasonable estimate of a probable loss is a range and no amount within the range is a better estimate, the Company records an accrual at the low end of the range. The Company discloses the amount of a possible loss or range of loss in excess of recorded accruals when the amounts are reasonably estimable, or states that an estimate cannot be made.
The Company also discloses significant legal proceedings if the Company believes there is at least a reasonable possibility that a loss may be incurred, even when liability is not probable or the loss amount is not reasonably estimable, or both. Based on experience and developments, the Company reassesses its estimates of probable losses, accruals, and associated expenses and receivables each reporting period, and the status of a loss previously determined to not be probable, reasonably estimable, or both, to determine whether the status of that loss has changed. Where appropriate, the Company makes additions to or adjustments of its reasonably estimated losses and accruals. As a result, the current accruals and estimates of loss may change over time and the potential impact on the Company’s consolidated financial position, results of operations and cash flows for the legal proceedings, and claims pending against the Company are likely to change over time.
Because litigation is inherently uncertain, unfavorable rulings, developments, or settlements could result in charges substantially in excess of amounts currently accrued, including for matters for which no accruals are currently recorded because losses are not currently probable or reasonably estimable. Many of the matters described in this Note are at varying stages, seek an indeterminate amount of damages, or seek damages in amounts that the Company believes are not indicative of the ultimate losses that may be incurred. It is not uncommon for claims to be resolved over many years. As a matter progresses, the Company may receive information, through plaintiff demands, through discovery, in the form of reports of purported experts, or in the context of settlement or mediation discussions, that purport to quantify an amount of alleged damages, but with which the Company may not agree. Such information may or may not lead the Company to determine that it is able to make a reasonable estimate as to a probable loss or range of loss in connection with a matter. However, even when a loss or range of loss is not probable or cannot be reasonably estimated, developments in, or the ultimate resolution of, a matter could be material to the Company and could have a material adverse effect on the Company, its consolidated financial position, results of operations, and cash flows. In addition, future adverse rulings or developments, or settlements in, one or more matters could result in future changes to determinations of probable and reasonably estimable losses in other matters.
Process for Disclosure and Recording of Insurance Receivables Related to Legal Proceedings
The Company estimates insurance receivables based on the terms of its insurance policies, including applicable coverage limits and exclusions, relevant case law, experience with similar claims, and the nature of the underlying matters. The Company records as an insurance receivable an amount it concludes is recognizable and expects to receive in light of the applicable loss recovery and gain contingency models under ASC 450, ASC 610-30, and related guidance.
For insured matters where the Company has recorded an accrued liability in its financial statements, the Company also records an insurance receivable for the amount it concludes is recognizable. For insured matters where the Company has not recorded an accrued liability but has incurred defense expenses, the Company records an insurance receivable for the amount it concludes is recognizable for the expense incurred.
Environmental Matters
Background of Environmental Laws and Regulations
The Company’s operations are subject to a broad range of environmental laws and regulations in the United States and internationally, including those relating to air emissions, wastewater discharges, the manufacture, use, handling, and disposal of toxic or hazardous substances, and the management of solid and hazardous wastes. These laws and regulations are enforced by national, state, and local authorities around the world and, in certain jurisdictions, may also provide rights of action to private parties.
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Compliance with environmental laws and regulations may require the Company to incur costs for investigation, remediation, capital investments, operational modifications, and the defense or resolution of claims involving alleged environmental contamination, natural resources damages, personal injury, and property damages. The Company has incurred, and expects to continue to incur, costs for environmental compliance, claims, defense, remediation, business modifications, and damages as part of its ongoing operations. The Company maintains policies and procedures designed to support compliance with applicable environmental laws and regulations and periodically updates those policies as laws, regulations, and business operations continue to evolve worldwide.
Under certain environmental laws, including the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") and similar state and foreign laws, the Company may be jointly and severally liable, sometimes with other potentially responsible parties, for the costs of investigation and remediation of environmental contamination at current or former facilities and at off-site locations where hazardous substances have been released or disposed. The Company has identified numerous locations around the world at which it has or may have liability for remediating contamination under applicable environmental laws. Information regarding the Company's environmental accruals and related estimation considerations is provided in “Environmental Liabilities.”
PFAS
This section describes the Company’s legal matters relating to various per- and polyfluoroalkyl substances (collectively, "PFAS"). PFAS refers to a broad category of compounds that encompass thousands of materials with distinct and widely varying properties and profiles. Examples include perfluorooctanoate ("PFOA"), perfluorooctane sulfonate ("PFOS"), perfluorohexanoic acid ("PFHxA"), perfluorohexane sulfonic acid ("PFHxS"), perfluorobutane sulfonate ("PFBS"), perfluorononanoic acid ("PFNA"), hexafluoropropylene oxide dimer acid (“HFPO-DA,”) and commercially known as “Gen-X”), perfluorobutane sulfonamide (“FBSA”), perfluorobutane sulfonamido diethanol (“FBSEE”), and certain perfluoro carboxylic acids ("PFCAs"), including C9-C14 and other long-chain PFCAs ("LC-PFCAs").
The Company's Actions Related to PFAS
The Company has voluntarily cooperated, and continues to cooperate, with reviews by local, state, federal (including the U.S. Environmental Protection Agency ("EPA")), and international authorities regarding the possible environmental and health effects of certain PFAS.
In May 2000, the Company announced a decision to phase-out certain PFAS compounds including PFOA, PFOS, PFHxS, and their precursor compounds globally as a precautionary measure. Within approximately two years of the announcement, the Company ceased manufacturing and using the vast majority of those compounds and completed the phase-out of remaining manufacturing and significant use by the end of 2008.
In December 2022, the Company announced its intent to exit all PFAS manufacturing and to work toward discontinuing PFAS use across its product portfolio by the end of 2025. The Company completed its exit from PFAS manufacturing by the end of 2025. The Company will continue to take actions to address PFAS manufactured prior to the exit. For example, the Company's water treatment assets at facilities that manufactured PFAS will continue to treat PFAS from historical manufacturing activities and remediate residual PFAS in waste streams from the Company's operations. The Company has worked, and expects to continue working, through the disposition of its assets and its interests in manufacturing facilities, which may include dismantling, cleaning, and repurposing, and other dispositions of facilities or equipment. Notwithstanding the disposition of assets or interests in manufacturing facilities, in some circumstances the Company may continue to incur additional costs for dismantling, cleaning, repurposing, and other activities related to its now-discontinued manufacturing of PFAS. The Company remains in ongoing discussions with customers, government authorities, and other stakeholders and interested parties about customer agreements and the Company's interests in assets and facilities, which may be owned or leased from other parties that have interests and rights related to those facilities, including their future ownership.
The Company has made substantial progress in eliminating PFAS use across its product portfolio. For PFAS-containing components not manufactured by the Company but used within its supply chain, the Company continues to evaluate the availability and feasibility of PFAS alternatives. In certain cases, PFAS-containing third-party products (such as lithium ion batteries, printed circuit boards, certain seals and gaskets, and other products widely used in commerce across a variety of industries) continue to be used beyond the end of 2025 due to technological constraints, regulatory or industry standards, or the need for customer transitions, certifications, or approvals. Transitional efforts related to products manufactured prior to the end of 2025 and customer conversion processes also remain ongoing.
Background on Global PFAS Regulatory and Legislative Activity
Regulatory and legislative activities relating to PFAS continue to expand in the United States, Canada, Europe, Asia, Latin America, and other jurisdictions, at the national, state, and local levels, as well as before certain international bodies. These activities include information-gathering initiatives, risk assessments, remediation requirements, and increasingly stringent restrictions on PFAS manufacturing, emissions, environmental releases, and product uses. Regulatory limits for PFAS in emissions and in environmental media (including soil, groundwater, surface water, and drinking water) are being established at progressively lower levels, in some cases approaching limits that exceed current analytical detection capabilities.
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Regulatory focus has also broadened to include a wider range of PFAS compounds, including substances previously manufactured by the Company prior to its exit from PFAS manufacturing, contained in third-party materials used in the Company's current products, or associated with the Company's legacy manufacturing activities. In certain jurisdictions, proposed legislation may authorize recovery of healthcare or related public costs allegedly associated with PFAS exposure.
Regulatory or legislative changes could expand the Company's potential PFAS-related liability, including for activities prior to the Company's exit from PFAS manufacturing. For example, as a result of the CERCLA designation of PFOA and PFOS as hazardous substances in 2024, and to the extent the EPA finalizes additional proposals related to PFAS, the Company may be required to undertake additional investigative, compliance, and remediation activities, including where the Company conducts or conducted operations or where the Company has disposed of waste. The Company may also face additional litigation for contribution claims sought by other potentially responsible parties for their increased costs.
The Company cannot predict what additional PFAS-related regulatory or legislative actions in the United States, Canada, Europe, Asia, Latin America, and elsewhere arising from the matters disclosed in this Note or other proceedings and activities, if any, may be taken, or the consequences of any such actions to the Company, including to its operations and its products. Given divergent and rapidly evolving regulatory standards, there currently is significant uncertainty about the potential costs to industry and communities associated with remediation and control technologies that may be required.
As regulatory requirements continue to evolve and become enforceable, the Company may incur material costs to comply with new standards, undertake investigative or remedial actions, or respond to regulatory enforcement or related litigation. Regulatory developments may also affect the Company's litigation exposure, public perception, and compliance and remedial costs, particularly where legal defenses rely on regulatory thresholds that may change over time. Given divergent and rapidly evolving global PFAS standards, significant uncertainty remains regarding those factors and associated costs.
PFAS Litigation, Investigations, and Other Activities in the United States
Aqueous Film Forming Foam ("AFFF") Litigation and the AFFF MDL
In December 2018, the Judicial Panel on Multidistrict Litigation ("JPML") approved motions to transfer and consolidate all aqueous film forming foam ("AFFF") cases pending in federal courts into a multidistrict litigation ("MDL") proceeding ("AFFF MDL") in the U.S. District Court for the District of South Carolina ("AFFF MDL Court") to centralize pre-trial proceedings. As of October 1, 2026, based upon information published by the JPML, approximately 15,250 cases relating in whole or in part to alleged PFAS contamination or exposure associated with AFFF were pending in the AFFF MDL. Many personal injury cases, both inside and outside the AFFF MDL, include multiple plaintiffs, so the number of plaintiffs asserting AFFF-related claims is substantially higher than the number of cases published by the JPML.
Claims in the AFFF MDL have been asserted by individuals, public water suppliers, putative class members, state and territorial sovereigns, and other entities. Plaintiffs seek various forms of relief, including damages for personal injury, property damage, water treatment costs, medical monitoring, natural resource damages, and punitive damages. The parties in the AFFF MDL have conducted, or continue to conduct, master discovery, site-specific product identification discovery, and case-specific discovery for various categories of cases.
The Company generally seeks, where possible, to remove and transfer AFFF-related cases to the AFFF MDL and the vast majority of pending AFFF-related cases are being litigated in the AFFF MDL. The Company also continues to defend certain AFFF-related matters that remain in state court and engages in discussions with pre-suit claimants where appropriate. In general, preliminary judicial proceedings evaluate whether these lawsuits should proceed in the AFFF MDL or outside of the AFFF MDL, with some cases being moved to the AFFF MDL or remanded to another venue, such as state court. In September 2022, the AFFF MDL Court denied defendants' AFFF MDL-wide summary judgment motions on the government contractor defense, although the defense may be presented to juries in future trials.
AFFF MDL: Water Suppliers Cases
In June 2023, the Company entered into a class-action settlement to resolve a wide range of drinking water claims by eligible public water suppliers ("PWS") in the United States (“PWS Settlement”). The AFFF MDL Court approved the PWS Settlement in March 2024 and it became effective in May 2024. The PWS Settlement provides that the Company does not admit any liability or wrongdoing and does not waive any defenses.
Following the PWS Settlement, certain PWS cases remain pending, including matters brought by water suppliers that did not qualify as eligible claimants under the PWS Settlement and those that did not participate in the PWS Settlement, which includes cases pending in both the AFFF MDL and various federal and state courts.
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Under the PWS Settlement, the Company will pay $10.5 billion to $12.5 billion in total to resolve released claims. The Company recorded a pre-tax charge of $10.3 billion in the second quarter of 2023, reflecting the discounted present value (discounted at an estimated 5.2% interest rate at the time of proposed settlement) of the expected $12.5 billion nominal value of the payments. Under the PWS Settlement, as amended to include payments to certain other water providers, payments are scheduled from 2024 through 2036. The ultimate amount payable will be determined in part based on PFAS testing results received by certain class members by the end of 2025. Class members seeking compensation based on those results were required to submit them to the PWS Settlement's claims administrator by the end of July 2026 and the claims administrator presently is reviewing those results.
AFFF MDL: Personal Injury Cases
In December 2023, the AFFF MDL parties selected an initial set of 25 plaintiffs for potential bellwether AFFF-related personal injury cases ("Initial AFFF Personal Injury Bellwether Group"). In March 2024, the AFFF MDL Court established a process applicable to most personal injury claims for diseases not included in the Initial AFFF Personal Injury Bellwether Group and four additional diseases. The process resulted in dismissal without prejudice of thousands of personal injury claims and includes a tolling provision for certain dismissed claims filed in or transferred to the AFFF MDL by April 24, 2024. In July 2024, the AFFF MDL Court selected 9 cases in the Initial AFFF Personal Injury Bellwether Group for additional discovery, including expert discovery. In April 2025, the court selected 3 additional cases for discovery. In January 2025, the AFFF MDL Court set a first bellwether personal injury trial for October 2025, and in May 2025, indicated that the trial would involve one or more of three kidney cancer plaintiffs. In August 2025, the AFFF MDL Court vacated the schedule for the first bellwether personal injury trial that was to begin in October 2025. No new trial date has been set. The AFFF MDL Court conducted a "Science Day" in June 2025 regarding liver and thyroid cancers, and the parties completed general causation expert discovery for those conditions in April 2026. In August 2026, the defendants filed motions to exclude certain expert testimony on these issues, and those motions remain pending.
In August 2025, the AFFF MDL Court also entered orders relating to filing personal injury cases in the AFFF MDL and requesting transfer of certain categories of cases to the AFFF MDL. Following those orders, thousands of additional plaintiffs filed claims in the AFFF MDL. The orders also impose certain information vetting requirements on plaintiffs for the purpose of establishing whether the claims should proceed in litigation. The JPML case counts for the AFFF MDL have remained relatively stable since November 2025. In February 2026, the AFFF MDL Court entered an order to address noncompliance with those information requirements, including an opportunity to cure certain noncompliance. Noncompliant plaintiffs may be subject to further proceedings or dismissal by the AFFF MDL Court. Under these procedures, some plaintiffs have voluntarily dismissed their claims, and defendants have filed motions to dismiss additional plaintiffs. In June 2026, the AFFF MDL Court appointed a special master to address those motions to dismiss. In September 2026, the special master issued a report on the first two sets of defendants’ motions and recommended that most of the claims subject to those motions be dismissed. The AFFF MDL Court largely adopted the special master's report and recommendations, and the court-mandated claims vetting process is now substantially complete, with tens of thousands of claims being dismissed without prejudice. At the AFFF MDL Court's direction, the parties continue to participate in court-ordered settlement discussions regarding the personal injury claims. Those ongoing discussions are being actively facilitated by a court-appointed mediator.
Other AFFF Cases
In June 2019, subsidiaries of Valero Energy Corporation, an independent petroleum refiner, filed eight AFFF-related cases against the Company and other defendants, including DuPont/Chemours, National Foam, Buckeye Fire Equipment, and Kidde-Fenwal, in various state courts seeking damages allegedly incurred or to be incurred in investigating and remediating PFAS contamination at their properties and replacing or disposing of AFFF products containing long-chain PFAS compounds. Two cases have been removed to federal court and transferred to the AFFF MDL, one was voluntarily dismissed, and the remaining five state court cases are stayed by the parties' agreement.
The Company is aware of other AFFF-related suits outside the AFFF MDL. The Company expects to seek removal to federal court and transfer to the AFFF MDL for most of these AFFF-related cases, where available. However, some AFFF-related cases may remain pending in state courts.
Non-AFFF Firefighter Turnout Gear MDL
In August 2026, the JPML approved motions to transfer and consolidate certain cases then pending in federal courts and involving claims by purchasers of firefighter turnout gear that do not also allege claims related to AFFF ("Non-AFFF Firefighter Turnout Gear"), into a MDL proceeding ("Non-AFFF Firefighter Turnout Gear MDL") in the U.S. District Court for the District of Minnesota. This MDL includes cases from Alabama, California, Connecticut, Illinois, New Hampshire, Minnesota, Montana, and New York filed by or on behalf of entities, including putative class members asserting claims under the U.S. Racketeer Influenced and Corrupt Organizations Act of 1970, as amended ("RICO"), conspiracy, product liability, misrepresentation, breach of warranty, negligence, unjust enrichment, consumer protection, and deceptive trade practices laws. Plaintiffs seek various forms of relief, including damages for disposal and replacement costs, property damage, restitution, and punitive damages.
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As of October 1, 2026, based upon information published by the JPML, which does not include conditional transfers, ten cases were pending in the Non-AFFF Firefighter Turnout Gear MDL. All cases in this MDL are at early stages of litigation.
State Attorneys General Litigation Related to PFAS
Overview and Relationship to AFFF MDL
Several state attorneys general have filed lawsuits against the Company and other defendants alleging PFAS contamination. Certain matters are pending in the AFFF MDL, while others are proceeding outside the AFFF MDL. In general, preliminary judicial proceedings evaluate whether these lawsuits should proceed in state or federal court and inside the AFFF MDL or outside of the AFFF MDL. Cases at times are moved to the AFFF MDL or remanded to another venue, such as a state court.
These state attorneys general lawsuits generally seek on a state-wide basis injunctive relief, investigative and remedial work, compensatory damages, natural resource damages, consumer protection civil penalties, attorneys’ fees, and, where available, punitive damages related to the states’ response to PFAS contamination. State attorneys general lawsuits pending in the AFFF MDL include actions on behalf of the people of the states of Alaska, Arizona, Arkansas, California, Connecticut, Delaware, Florida, Hawaii, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Vermont, Washington, and Wisconsin, as well as on behalf of the people of the District of Columbia and the territories of Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands.
New Jersey Settlement
In March 2019, the New Jersey Attorney General filed two actions against the Company on behalf of New Jersey and certain of its departments regarding alleged PFAS discharges at two facilities: the "Chambers Works Facility" in Salem County and the "Parlin Facility" in Middlesex County, neither of which the Company ever owned or operated, based on allegations that the Company supplied PFAS to those facilities, which was then discharged into the environment. In May 2025, the Company agreed to a proposed judicial consent order with New Jersey ("New Jersey Settlement"), subject to public notice and comment and approval by the U.S. District Court for the District of New Jersey ("D.N.J. Court"). New Jersey and its departments agreed to dismiss with prejudice the two actions and New Jersey’s pending AFFF MDL case against the Company. The New Jersey Settlement also resolved broader New Jersey statewide current and future PFAS-related claims. The New Jersey Settlement is not an admission of liability by the Company.
Pursuant to the New Jersey Settlement, the Company agreed to pay New Jersey up to $450 million. The Company recorded a pre-tax charge of $281 million in the second quarter of 2025, reflecting the discounted present value of the $400 million amount the Company expects to pay (discounted at an estimated 5.0% blended interest rate at the time of proposed settlement). The New Jersey Settlement entered in May 2025 includes payments with then-present values of $207 million beginning in 2026 over 8 years for the Chambers Works Facility and other elements and $74 million beginning in 2030 and running through 2050 for existing and future PFAS-related claims by New Jersey. The actual amount payable by the Company will be determined in part based on the Company's ultimate obligations under the PWS Settlement and may be reduced by certain credits towards its payment obligations under the New Jersey Settlement based on other contingencies. The D.N.J. Court held a hearing in January 2026. After New Jersey and the remaining objectors to the New Jersey Settlement submitted additional information, the D.N.J. Court held another hearing in June 2026. In August 2026, the D.N.J. Court granted final approval of the New Jersey Settlement and the time for any party to appeal that approval has lapsed.
Additional State Attorneys General Matters Outside of AFFF MDL
Additional state attorneys general lawsuits outside the AFFF MDL are described below. In addition, the Company is in discussions with several state attorneys general and agencies, responding to information and other requests, including entering into tolling agreements, relating to PFAS matters and exploring potential resolution of some of the matters raised.
Connecticut: In January 2024, the Connecticut Attorney General filed a lawsuit in Connecticut state court, which the Company removed to federal court. Following the federal court's remand of the case to state court, the Company filed an appeal. In November 2025, the federal court of appeals held a hearing on the Company's appeal.
Illinois: In March 2022, the Illinois Attorney General filed a lawsuit in Illinois state court against the Company alleging contamination of the state's natural resources by PFAS compounds disposed of by, or discharged, or emitted from the Company's facility in Cordova, Illinois ("Cordova Facility"). The complaint requests monetary damages, injunctive relief, civil penalties, a testing program, and a public outreach and information sharing program. In April 2025, the state court granted in part and denied in part a motion to dismiss filed by the Company. In October 2025, the Company removed the case to federal court. In November 2025, the federal court remanded the case back to state court. The Company's appeal of that decision remains pending before the federal court of appeals. In September 2026, pursuant to requests by the parties, the state court vacated the March 2027 trial date and stayed all proceedings in the matter until December 2026. The federal court of appeals similarly suspended the Company's appeal until December 2026.
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New Hampshire: In May 2019, the New Hampshire Attorney General filed a lawsuit in New Hampshire state court, which the Company removed to federal court. Following the federal court's remand of the case to state court, the Company filed an appeal, which the federal court of appeals denied in March 2025. The case is proceeding through discovery, and the state court has set a Spring 2029 trial ready date.
New York: In July 2026, the New York Attorney General filed a lawsuit in New York state court seeking relief based on alleged harm to consumers and the environment from sales in the state of consumer products containing PFAS. The Company removed the lawsuit to federal court in July 2026. In August 2026, the state filed a motion to remand the case to state court, which remains pending. In October 2026, the JPML transferred the case to the AFFF MDL.
Texas: In December 2024, the Texas Attorney General filed a consumer protection lawsuit in Texas state court, which the Company removed to federal court. Following the federal court's remand of the case to state court, the Company filed an application for leave to appeal the remand order, which the federal court of appeals denied in October 2025. After the state court denied the Company's January 2026 motion to dismiss for lack of personal jurisdiction, the Company filed an appeal in February 2026, which remains pending. Discovery is proceeding in state court.
Vermont: In June 2019, the Vermont Attorney General filed a lawsuit in Vermont state court, which the Company removed to federal court. In December 2025, the federal court held a hearing on Vermont's motion to remand the case to state court, which remains pending.
Other PFAS-related Product and Environmental Litigation
Background
Since 2017, numerous other PFAS-related lawsuits naming the Company and others as co-defendant have been filed outside the AFFF MDL in state and federal courts across the U.S. by a variety of plaintiffs, including individuals, putative class actions, mass tort actions, and drinking water providers that opted out of the PWS Settlement. Where available, the Company expects to seek removal to federal court and transfer to the AFFF MDL for most cases that relate to AFFF. However, some of the cases initially filed outside the AFFF MDL are likely to remain in state or federal courts outside the AFFF MDL.
These PFAS-related lawsuits allege, among other things, that: improper disposal by the Company or third parties of certain forms of PFAS manufactured by the Company contaminated water, soil, or biosolids; the Company failed to warn third parties and the plaintiffs about the hazards of improper product disposal; products containing PFAS caused harm; and the plaintiffs suffered damages, including personal injury, property damage, loss of use and enjoyment of their properties, diminished property values, investigation and remediation costs, and medical monitoring costs. Some of the suits involve claims under RICO and state conspiracy laws, product liability, consumer protection, and deceptive trade practices. These lawsuits name different companies as co-defendants, including DuPont/Chemours, and various carpet, paper, and textile manufacturers.
Alabama
As previously reported, the Company resolved numerous claims relating to alleged PFAS contamination of properties and water supplies associated with its Decatur, Alabama facility (the "Decatur Facility"), and continues to make payments pursuant to those resolutions.
Since December 2023, a number of personal injury actions have also been filed against the Company and other defendants, alleging exposure to PFAS from operations in Decatur. The Company removed these cases to federal court, where they were transferred to the AFFF MDL, and plaintiffs have moved to remand most of these matters back to state court.
In March 2024, the City of Albertville, Alabama filed a lawsuit against the Company and other defendants in Alabama state court alleging contamination of the Tennessee River (upstream of the Decatur Facility) by a carpet manufacturer in Alabama that used PFAS allegedly supplied by the defendants. Defendants filed a joint motion to dismiss in May 2024. In October 2025, the court dismissed plaintiff’s private nuisance and trespass claims, but allowed remaining claims to proceed. Fact discovery is ongoing. The court has set an August 2027 trial ready date.
In July 2024, the Town of Pine Hill, Alabama ("Pine Hill") filed a lawsuit against the Company and other defendants in Alabama state court alleging that PFAS discharges from paper mills currently owned by International Paper contaminated its water supply. The Company removed the case to federal court. In March 2025, the federal court granted the plaintiff’s motion to remand the case to state court. In March 2025, the Company filed a notice of appeal (the "Pine Hill Appeal") to the U.S. Court of Appeals for the Eleventh Circuit ("Eleventh Circuit"), and the federal court granted the Company’s motion to stay the remand order in April 2025. In June 2025, the state court ruled that Pine Hill could proceed with discovery notwithstanding the federal court’s stay of the remand order. In July 2025, the Company filed a petition in the Alabama Supreme Court challenging that state court ruling. In April 2026, the Alabama Supreme Court granted the Company's petition and stayed the underlying case, pending the Eleventh Circuit's decision in the Pine Hill Appeal. In July 2026, the Eleventh Circuit issued an opinion in favor of the Company, vacating the federal district court’s remand order and remanding the case back to federal district court for further proceedings. In September 2026, the panel issued a revised opinion that reached the same result, and the case is proceeding in federal court.
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In May 2025 the City of Foley, Alabama filed a lawsuit against the Company and other defendants in Alabama state court alleging that releases by users of PFAS in local manufacturing operations contaminated groundwater used for drinking water supplies. In July 2025, the Company filed a motion to dismiss. In January 2026, the court granted the Company’s and other supplier defendants’ motions to dismiss. In May 2026, the plaintiff filed a motion to reconsider the dismissal of the supplier defendants, including the Company, which was denied in July 2026. Because claims against one defendant remain pending in the case, the City's time to appeal or seek reconsideration of the order dismissing the Company has not yet run.
In August 2025, Five Star Water Supply District filed a lawsuit against the Company and multiple co-defendants in Alabama state court alleging that the discharge of PFAS has contaminated its drinking water supply along the Coosa River. The Company removed the case to federal court. The plaintiff moved to remand the case to state court, but its motion was denied without prejudice and the case was stayed pending a decision by the Eleventh Circuit in the Pine Hill Appeal (described above).
In December 2025, the City of Montevallo, Alabama, filed a lawsuit against the Company and other defendants in Alabama state court alleging that releases by users of PFAS in local commercial industries and in non-military firefighting foam contaminated groundwater used for drinking water supplies. In February 2026, the Company filed a motion to dismiss, which was heard in April 2026 and remains pending.
In April 2026, eighteen Alabama public water systems that opted out of the PWS Settlement filed lawsuits against the Company and other defendants in Alabama state and federal courts, alleging that releases by users and dischargers of PFAS in local commercial and manufacturing industries contaminated their drinking water sources. Seven of those eighteen lawsuits were filed by the cities of Auburn, Grove Hill, West Escambia, Childersburg, Talladega, Tuskegee, and Weaver in Alabama federal court. In April 2026, the Company filed notices with the JPML seeking to transfer those seven cases to the AFFF MDL, and in May 2026, the JPML transferred those seven cases to the AFFF MDL. Another nine of those eighteen lawsuits were filed by the cities of Helena, Loachapoka, Alabaster, Leeds, Thomasville, Jackson, Huntsville, Grand Bay, and Pelham in Alabama state court. In May 2026, the Company removed those nine lawsuits to federal court and sought to transfer them to the AFFF MDL. Each of the nine plaintiffs filed a motion to remand, and the Company filed motions to stay a ruling on remand pending the JPML’s transfer decision. In August 2026, the JPML transferred the nine cases other than Loachapoka to the AFFF MDL. The JPML vacated the conditional transfer order in Loachapoka, and the plaintiffs’ motion to remand is pending in the Alabama federal district court. The final two of the eighteen lawsuits were filed by the cities of Saraland and Frisco City in Alabama state court. In June 2026, the Company and certain other defendants filed a joint motion to dismiss the Saraland and Frisco City lawsuits. In August 2026, the Court granted defendants’ motion to dismiss the Frisco City complaint. In Saraland, plaintiff filed an amended complaint and the PFAS supplier defendants filed a motion to dismiss in August 2026, which remains pending.
California
In March 2026, a putative nationwide class action was filed against the Company and numerous other defendants in California federal court on behalf of all entities who bought firefighting personal protective equipment, including turnout gear, from the named defendants, alleging injuries from exposure to PFAS in the turnout gear and claims under RICO and common law conspiracy, product liability, misrepresentation, breach of warranty, negligence, unjust enrichment, consumer protection, and deceptive trade practices laws. In June 2026, the Company filed a motion to dismiss, which remains pending. In August 2026, the JPML transferred this case to the Non-AFFF Firefighter Turnout Gear MDL.
Connecticut
In June 2024, a putative class action lawsuit was filed against the Company and multiple other defendants in Connecticut federal court by individual firefighters and several firefighter unions, alleging exposure to PFAS from certain firefighting personal protective equipment, including turnout gear, worn by the class members. The plaintiffs filed an amended complaint in July 2024 adding claims on behalf of certain plaintiffs that purchased turnout gear. The plaintiffs filed a second amended complaint in April 2025. In June 2025, the Company filed a motion to dismiss. In February 2026, the plaintiffs dismissed all purchaser plaintiffs, who were subsequently added in March 2026 to the putative class action pending in Montana. In August 2026, the JPML issued a conditional transfer order to transfer this case to the Non-AFFF Firefighter Turnout Gear MDL, and the court stayed discovery pending a decision on the transfer order. In September 2026, the court granted in part and denied in part the Company's motion to dismiss.
Georgia
In February 2021, a putative class action lawsuit was filed against the Company and other defendants in Georgia federal court by plaintiffs seeking relief on behalf of a class of individual ratepayers in Summerville, Georgia, alleging their water supply was contaminated by PFAS discharged from a textile mill. In March 2022, the City of Summerville intervened in the case and also brought claims against the Company and other defendants. Discovery is finished and dispositive motions were denied in July 2026. A trial date is set for January 2027.
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In November 2019, a putative class action lawsuit was filed against the Company and other defendants in federal court in Georgia by individuals alleging PFAS contamination and seeking economic damages and injunctive relief on behalf of a class of Rome and Floyd County water subscribers. Plaintiff's injunctive relief claims were dismissed in December 2024. Plaintiff's claims for economic damages related to alleged increases in their water rates due to the presence of PFAS remain pending. In August 2025, discovery was reopened in a limited fashion due to plaintiffs’ request to investigate whether recent increases in water utility rates by the City of Rome was attributable to PFAS. In December 2025, the defendants filed a consolidated motion for summary judgment. In September 2026, the Court certified a class limited to Rome water customers between 2019 and 2023, rejected plaintiffs’ arguments regarding future damages, and denied the defendants’ summary judgment motion. No trial date has been set.
In February 2024, two landowners in Gordon County, Georgia filed a lawsuit against the Company and other defendants in Georgia state court alleging property contamination from wastewater treatment sludge containing PFAS from nearby carpet manufacturing operations. One of the Company's co-defendants, the City of Calhoun, Georgia, filed a cross claim against the Company and other defendants alleging that biosolids from its wastewater treatment plant were contaminated with PFAS that has migrated into its water supply. In June 2024, a related lawsuit was filed in Georgia state court on behalf of other property owners who allege that their properties are contaminated with PFAS due to runoff from the properties of the Gordon County landowners from the initial lawsuit. Motions to dismiss were denied, and fact and expert discovery are closed. The Company filed a motion for summary judgment in July 2026. In January 2025 and January 2026, two private plaintiffs filed two lawsuits in Georgia state court against the Company and other defendants in Gordon County, Georgia alleging similar property contamination due to PFAS. In July 2026, the Company also filed a motion for summary judgment in the January 2025 lawsuit. The court has not yet ruled on any of the pending motions for summary judgment. Trial dates for the first three lawsuits are set between March 2027 and June 2027. No trial date has been set for the fourth lawsuit.
In July 2024, the City of Lyerly, Georgia filed a lawsuit against the Company and other defendants in Georgia state court, alleging that discharges from local carpet mills contaminated the city's water supply. In August 2024, the Company filed a motion to dismiss, which the court denied in July 2026. The parties are currently engaging in fact discovery. A tentative trial date is set for August 2027.
In November 2024, Mohawk Industries, a carpet manufacturer, filed a lawsuit in Whitfield County, Georgia state court against the Company and other defendants, including DuPont, and Daikin, alleging various counts of tort and contract liability, including fraud, related to sales of certain PFAS. Motions to dismiss the case were denied in August 2025. In August 2026, the Company removed the case to federal court. Mohawk filed a motion to remand the case to state court in August 2026, which remains pending. At the time of removal, a tentative trial date was set for August 2027.
In December 2024, Dalton Utilities, located in Dalton, Georgia, filed a lawsuit against the Company and other defendants in Georgia federal court seeking clean-up costs under CERCLA and common law theories for alleged PFAS contamination related to the Dalton Land Application System, which is a nearly 10,000 acre field that has received carpet mill effluent pursuant to a Georgia Environmental Protection Division permit since the late 1980s. The Company filed a motion to dismiss, which was denied in March 2026. Discovery in the case is proceeding. In May 2026, the Company filed a motion to transfer this case to the AFFF MDL, which the JPML denied in August 2026.
In December 2024, Murray County, Georgia filed a lawsuit against the Company and other defendants in Georgia state court seeking clean-up costs for alleged PFAS contamination related to the Murray County landfill and other locations throughout the county. The Company filed a motion to dismiss, which was denied in October 2025. Discovery in the case is proceeding.
In January 2025, Catoosa County, Georgia and Gordon County, Georgia filed lawsuits in Georgia state courts substantively identical to Murray County's lawsuit against the Company and other defendants alleging similar PFAS impacts related to the Catoosa County and Gordon County landfills. The Company filed motions to dismiss, which were denied in October 2025. Discovery in the cases is proceeding.
In October 2025, Walker County, Georgia filed a lawsuit in Georgia state court substantively identical to those filed by Murray, Catoosa, and Gordon Counties alleging similar PFAS impacts related to the Walker County landfill. In January 2026, the Company filed a motion to dismiss, which is fully briefed and currently pending.
In June and July 2025, property owners in Gordon County and Murray County, Georgia, filed eight separate lawsuits against the Company and other defendants in Georgia state courts alleging that the discharge of PFAS from various carpet manufacturer facilities contaminated their properties. The Company filed motions to dismiss these cases, which were denied in April 2026 and May 2026. Discovery in the cases is proceeding. The court in one of these cases certified its motion to dismiss order for interlocutory appeal. In June 2026, the defendants filed an application for interlocutory appeal with the Georgia Court of Appeals requesting a review of the order denying the motion to dismiss, which was denied. In August 2026, the defendants filed a petition for writ of certiorari with the Georgia Supreme Court seeking further review of the order denying the motion to dismiss.
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In October 2025, property owners in Floyd County and Whitfield County, Georgia filed two separate lawsuits against the Company and other defendants in Georgia state courts that are substantively identical to those filed by property owners in Gordon County and Murray County. In December 2025 and January 2026, the Company filed motions to dismiss these cases. In August 2026, the Company’s motion to dismiss the Whitfield County case was denied. The motion to dismiss the Floyd County case remains pending. Discovery is ongoing in the Whitfield County case.
In April 2025, the City of Chatsworth, Georgia filed a lawsuit against the Company and multiple other defendants, including carpet makers, in Georgia state court alleging PFAS discharges have contaminated its water supply. In August 2025, the Company filed a motion to dismiss, which was denied in September 2026.
In April 2025, a private landowner in Gordon County, Georgia and an environmental organization (Coosa River Basin Initiative) filed a lawsuit against the Company and other defendants, including carpet makers and Dalton Utilities, in federal court in Georgia for property damages and injunctive relief related to the Dalton Utilities Land Application System. Dalton Utilities filed a motion to stay the case in favor of its pending action in the same district court, which was denied in March 2026. In September 2025, the plaintiffs filed a motion to consolidate this case with the putative class action of Rome and Floyd County water subscribers described above, but withdrew the motion to stay in April 2026. Motion to dismiss briefing is underway. In May 2026, the Company filed a motion to transfer this case to the AFFF MDL, which the JPML denied in August 2026.
In April 2025, private landowners in Chattooga County, Georgia filed a lawsuit against the Company and multiple other defendants, including a textile mill, in Georgia state court alleging that PFAS discharges to the Town of Trion, Georgia wastewater treatment plant made its way to sludge that was deposited on plaintiffs’ properties via land application for years. In August 2025, the case was voluntarily dismissed. In September 2025, it was re-filed in Gwinnett County, Georgia in Georgia state court. In December 2025, the Company filed a motion to dismiss, which is fully briefed and remains pending. No hearing date has been set.
In June 2025, Walker County, Georgia and the City of Chickamauga, Georgia filed a lawsuit against the Company and multiple other defendants, including carpet makers, in Georgia state court alleging that the carpet manufacturers discharged PFAS into the public sewer system, which caused it to enter plaintiffs’ drinking water. In August 2025, the Company filed a motion to dismiss, and the court held a hearing but has not issued its ruling.
In September 2025, Dougherty County and Chattooga County, Georgia filed a lawsuit against the Company in federal court in Georgia on behalf of a putative class of all governmental entities in Georgia who own or operate municipal landfills impacted by PFAS. The Company filed a motion to dismiss in November 2025, which is fully briefed and remains pending. The case is stayed pending resolution of the motion to dismiss.
Between November 2025 and early January 2026, property owners in Murray, Whitfield, Gordon, and Catoosa counties filed eight separate lawsuits against the Company and other defendants in Georgia state courts alleging that the discharge of PFAS from various carpet manufacturer facilities contaminated their properties. In March 2026, the Company filed motions to dismiss in these cases. Motions to dismiss were denied in six of these cases in April 2026 and May 2026, and another was denied in August 2026. Discovery is ongoing in those cases. The motion to dismiss remains pending in the other case.
In January 2026, the Cities of Blakely, Cartersville, Meigs, and Pelham filed a lawsuit against the Company in the Middle District of Georgia on behalf of a putative class of all governmental entities in Georgia that own a wastewater treatment facility impacted by PFAS. In March 2026, the Company filed a motion to dismiss, which is currently pending. The case is stayed pending resolution of the motion to dismiss.
In April 2026, the City of Griffin filed a lawsuit in Georgia state court alleging that the Company and other defendants sold PFAS to industrial PFAS users and that these users and a landfill discharged PFAS-contaminated wastewater and leachate into the Flint River basin, contaminating the City of Griffin's water supply. In May 2026, the case was removed from Clayton County to federal court in Georgia. In August 2026, the JPML transferred this case to the AFFF MDL.
In April 2026 and May 2026, property owners in Whitfield, Gordon, and Murray counties filed four separate lawsuits against the Company and other defendants in Georgia state court alleging that the discharge of PFAS from various carpet manufacturer facilities contaminated their properties. In July 2026, the Company filed motions to dismiss, which are currently pending.
In June 2026, Paulding County, Georgia filed a lawsuit in Georgia state court substantively identical to those filed by Murray, Catoosa, and Gordon Counties against the Company and other defendants alleging similar PFAS impacts related to landfills in Paulding County. Discovery is ongoing. A trial date is set for April 2028.
In June 2026, Floyd County, Georgia filed a lawsuit in Georgia state court substantively identical to those filed by Murray, Catoosa, Gordon, and Paulding Counties against the Company and other defendants alleging similar PFAS impacts related to landfills in Floyd County. The Company has filed its answer, but discovery is stayed pending resolution of motions to dismiss filed by other defendants.
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Illinois
In November 2023, a lawsuit was filed against the Company and other defendants in state court by a plaintiff alleging personal injuries relating to alleged PFAS contamination from the Cordova Facility and exposure to various other chemicals from other sources. The Company removed the case to federal court, but it was remanded back to state court in May 2025.
Maine
In October 2022, the Company and several other alleged chemical suppliers were added as defendants in a lawsuit in Maine federal court previously filed by a group of landowners against several paper mills, alleging PFAS contamination from waste generated by the paper mills that was then incorporated into biosolids. The case involves 98 plaintiffs asserting property damage claims against two alleged paper mill chemical suppliers, including the Company. In December 2025, discovery closed as to the six original plaintiffs. The parties agreed to conduct fact discovery on five additional plaintiffs. Expert discovery for all eleven initial plaintiffs is expected to conclude in December 2026. In June 2026, the parties stipulated to voluntarily dismiss the owner of the last paper mill in the action. No trial date has been set.
In September 2026, eight additional landowner plaintiffs filed a new lawsuit in federal court in Maine against the Company and another chemical supplier, asserting substantially similar claims as the other Maine lawsuit described above.
Massachusetts
In August 2022, several landowners filed a putative class action lawsuit against the Company and several other defendants in Massachusetts state court alleging PFAS contamination from waste generated by local paper manufacturing facilities that was subsequently incorporated into biosolids at a local composting facility. The lawsuit alleges property damage and seeks medical monitoring on behalf of plaintiffs within the Town of Westminster. This case was removed to federal court, where it was consolidated with a previously filed federal case involving similar allegations and claims against the Company's co-defendants. In February and March 2024, the Company and the remaining defendants answered the complaint and filed cross claims against each other. In April 2025, the class action was consolidated with another class action brought by the same plaintiffs against different defendants. The court denied the plaintiffs’ previous motion for class certification, without prejudice, to allow them to submit a motion and expert reports addressing the new defendants. The plaintiffs’ renewed motion for class certification was filed in August 2026. A class certification hearing is set for February 2027. No trial date has been set.
In October 2024, one of the former plaintiffs in the putative class action described above filed a separate lawsuit against the Company and other defendants in Massachusetts state court alleging PFAS-related personal injury. In June 2025, the Company filed a motion to dismiss. In March 2026, the court partially granted the Company’s motion, but allowed the plaintiff’s negligence and failure to warn claims to proceed. The case is in fact discovery. No trial date has been set.
In March 2025, another resident of Westminster, Massachusetts filed an additional lawsuit against the Company and other defendants in Massachusetts state court alleging PFAS-related personal injury. In April 2026, the court denied the Company’s motion to dismiss the plaintiff’s negligence and failure to warn claims. The case is in fact discovery. No trial date has been set.
In May 2026, the parties responsible for site remediation costs in the above Massachusetts cases sought leave to file an amended complaint adding the Company and other defendants to their lawsuit seeking contribution to remediation costs from numerous suppliers and transporters of material to the composting facility at issue under Massachusetts law. In July 2026, the Company filed its opposition to the motion for leave to amend, which remains pending.
In May 2026, a third resident of Westminster, Massachusetts filed another lawsuit in Massachusetts state court alleging PFAS-related personal injury. Although the original complaint named only other defendants, the plaintiff filed an amended complaint in June 2026 adding the Company as a defendant. In August 2026, the Company answered the complaint. No trial date has been set.
Michigan
The Company previously settled claims brought by Wolverine World Wide ("Wolverine") related to Wolverine’s alleged use of 3M Scotchgard in its shoe manufacturing operations. The Company continues to incur liabilities for immaterial amounts pursuant to the settlement agreement. In December 2025, a lawsuit was filed against the Company and Wolverine in Michigan federal court by the owners of two landfills alleging that the Company and Wolverine are both liable for remediating PFAS contamination at and around the landfills under CERCLA and Michigan's Natural Resources and Environmental Protection Act. In February 2026, the Company filed a motion to dismiss, which was denied in May of 2026. Discovery is ongoing.
Minnesota
In May 2025, a putative nationwide class action lawsuit was filed against the Company, DuPont, and Chemours in Minnesota federal court on behalf of all municipalities and governmental entities who purchased firefighting personal protective equipment, including turnout gear, from the named defendants alleging injuries from exposure to PFAS in the protective equipment. In February 2026, the plaintiff filed an amended complaint, and now only seeks to certify a Massachusetts-only purchaser class instead of a nationwide class.
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In April 2026, two additional putative nationwide class action lawsuits were filed in Minnesota federal court against the Company and other defendants on behalf of all municipalities and governmental entities who purchased firefighting personal protective equipment.
In May 2026, one of the two new putative nationwide class action plaintiffs, Rochester, filed a motion to create a new MDL for claims by purchasers of turnout gear. In August 2026, the motion was granted and the JPML transferred all three Minnesota putative nationwide class action lawsuits to the Non-AFFF Firefighter Turnout Gear MDL.
In August 2026, the City of Hastings filed a lawsuit against the Company in Minnesota state court, alleging that air emissions from the Company's Cottage Grove Facility has contaminated the city's drinking water wells with PFOA. In September 2026, the Company removed the case to federal court and is seeking transfer to the case to the AFFF MDL.
Missouri
In April 2024, the Company was added as a defendant to a pending putative class action lawsuit filed in Missouri federal court alleging PFAS contamination of the class's properties and drinking water from metal plating operations in southeastern Missouri. In October 2024, the court denied the Company's motion to dismiss. In August 2026, the parties agreed to settle this case for an immaterial amount.
In September 2025, a personal injury lawsuit was filed against the Company and other defendants in Missouri state court alleging injuries caused by exposure to PFAS in firefighting personal protective equipment, including turnout gear. The Company removed the case to federal court. In September 2025 the Company moved to transfer the case to the AFFF MDL, which the JPML denied in December 2025. In April 2026, the case was remanded to state court. In May 2026 the Company filed an appeal, which remains pending, that opposes the remand order. Meanwhile, the case is pending in state court. In May 2026, the defendants filed a motion to transfer venue, which the state court denied in July 2026. In August 2026, the defendants appealed that decision to the Missouri Court of Appeals, which denied the appeal. In September 2026, the defendants appealed the denial of their motion to transfer venue to the Missouri Supreme Court, which remains pending. A trial date is set for November 2027.
Montana
In April 2025, a putative nationwide class action lawsuit was filed against the Company, DuPont, and Chemours in Montana federal court on behalf of all entities who purchased firefighting personal protective equipment, including turnout gear, from the named defendants alleging injuries from exposure to PFAS in the turnout gear and claims under RICO and state conspiracy, product liability, consumer protection, and deceptive trade practices laws. In September 2025, the court denied the defendants’ motion to transfer the case to the federal court in the District of Delaware. In October 2025, the Company filed a motion to dismiss, which the court denied in January 2026. In March 2026, the plaintiffs filed an amended complaint, adding alleged purchaser plaintiffs from Connecticut, California, Maryland, and Missouri. In May 2026, the plaintiffs further amended their complaint to add additional purchaser plaintiffs and claims. In August 2026, the JPML transferred this case to the Non-AFFF Firefighter Turnout Gear MDL.
New Jersey
The Company and several co-defendants are defending numerous lawsuits filed in New Jersey federal court by individuals with private drinking water wells near certain DuPont and Solvay facilities that were allegedly supplied with PFAS manufactured by the Company. The Company settled for an immaterial amount with the plaintiffs in certain cases that sought property damages. Applicable court approval was granted in May 2025, and those cases against the Company have been dismissed. Plaintiffs in remaining individual lawsuits allege personal injuries to themselves or to their adult children. Discovery is proceeding in the personal injury cases.
In May 2025, a lawsuit was filed against the Company and several other defendants in New Jersey state court by individuals who resided near Solvay’s facility alleging personal injuries to themselves or to their children from PFAS exposure. In August 2025, the Company removed the case to federal court. In December 2025, the Company's motion to transfer the case to the AFFF MDL was denied. In January 2026, the plaintiffs voluntarily dismissed their claims against the Company without prejudice. In June 2026, the plaintiffs in that action and a number of other individuals filed a new lawsuit against the Company in New Jersey federal court.
In June 2026, the estate of an individual who resided near certain DuPont and Solvay facilities filed a lawsuit against the Company and several other defendants in New Jersey state court alleging personal injuries and wrongful death from alleged PFAS exposure. In July 2026, the DuPont defendants removed the case to federal court.
New York
In May 2025, a lawsuit was filed against the Company, Saint-Gobain Performance Plastics Corp., Honeywell International Inc., and DuPont in New York federal court by the owner of a tree nursery located in Hoosick Falls alleging property damage from PFOA contamination the plaintiff attributes to a nearby fabric coating facility. In October 2025, the Company and other defendants filed a motion to dismiss, which the court denied in September 2026.
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In June 2026, a state-wide putative class action lawsuit was filed against the Company and other defendants in New York state court on behalf of all New York municipalities and governmental entities who purchased firefighting personal protective equipment, including turnout gear, from the named defendants. In June 2026, the Company removed the case to federal court. In August 2026, the JPML transferred this case to the Non-AFFF Firefighter Turnout Gear MDL.
Ohio
In October 2018, a putative class action was filed against the Company and other defendants, including DuPont and Chemours, in the U.S. District Court for the Southern District of Ohio ("S.D. Ohio Court") by the named plaintiff, a firefighter allegedly exposed to PFAS chemicals through his use of firefighting foam, purporting to represent a putative class of all U.S. individuals with detectable levels of PFAS in their blood. In March 2022, the S.D. Ohio Court certified a class of individuals subject Ohio laws, who have 0.05 parts per trillion ("ppt") of PFOA (C-8) and at least 0.05 ppt of any other PFAS in their blood serum. In November 2023, the U.S. Court of Appeals for the Sixth Circuit ("Sixth Circuit") issued an order vacating the class certification decision and remanding the case with instructions that the S.D. Ohio Court dismiss the case and later denied a motion for rehearing en banc. In March 2024, the S.D. Ohio Court vacated the class certification order and dismissed the case for lack of jurisdiction. In June 2024, a new putative nationwide class action was filed against the Company and other defendants by the same named plaintiff who filed the previously dismissed Ohio putative class action lawsuit. The new suit was brought against only the Company and DuPont entities and seeks to establish a putative class of anyone subject to the laws of Ohio or subject to the law of states that recognize the claims for relief filed by plaintiffs with blood serum levels of 2 parts per billion ("ppb") or more of PFOS and PFOA (combined) manufactured by the defendants. The Company was served with the suit in July 2024 and subsequently filed a motion to transfer the case to the AFFF MDL, which was denied in October 2024. In October 2024, the Company filed a motion to dismiss. In March 2026, the court denied the Company's motion to dismiss in part, held a part of the argument for a later decision, and certified a legal question to the Sixth Circuit regarding one of the Company's arguments for dismissal. In September 2026, the Sixth Circuit granted the Company's request for leave to appeal the certified issue.
Pennsylvania
In March 2025, a lawsuit was filed against the Company, DuPont, and the designers, manufacturers, and distributors of AstroTurf in the Philadelphia Court of Common Pleas by former Philadelphia Phillies players alleging personal injury claims allegedly resulting from exposure to PFAS and ethylene oxide in AstroTurf at Veterans Stadium. Plaintiffs’ alleged exposures date back to the 1970s. In September 2025, the Company removed the case to federal court. In October 2025, plaintiffs filed a motion to remand the case to state court, which was denied in February 2026. The plaintiffs filed a motion for reconsideration, which was denied in April 2026. In March 2026, the Company filed a motion to dismiss, which remains pending. In July 2026, the Company filed a motion to transfer the case to the AFFF MDL, which the JPML denied in October 2026.
South Carolina
In March 2022, a putative class action lawsuit was filed against the Company and other defendants in South Carolina state court alleging property damage from contamination from PFAS compounds used and disposed of at a defunct textile plant in Society Hill, South Carolina and seeking both property and punitive damages. In May 2022, the case was removed to federal court. In July 2026, the JPML transferred this case to the AFFF MDL.
In August 2024, a companion personal injury lawsuit was filed against the Company and other defendants in South Carolina state court and the Company removed case to federal court. Before ruling on the motions to dismiss by the Company and other defendants, the federal court remanded the personal injury case to state court in April 2026. The Company re-filed a motion to dismiss in May 2026, which remains pending.
Vermont
In August 2026, a putative class action lawsuit was filed in Vermont federal court against the Company and other defendants on behalf of landowners alleging PFAS contamination of the class's properties and drinking water from facilities operated by a co-defendant that were allegedly supplied with PFAS compounds manufactured by the Company.
Virginia
In August 2024, a lawsuit was filed against the Company and other defendants in Virginia state court alleging that plaintiff’s decedent, a civilian firefighter, died from cancer allegedly caused by exposure to PFAS in firefighting personal protective equipment, including turnout gear. A co-defendant removed the case to federal court, and plaintiffs’ motion to remand has been fully briefed since December 2024. In April 2025, the Company was named as a defendant in a similar lawsuit in Virginia state court, which was removed to federal court by another defendant. In August 2025, the Company filed motions to transfer both cases to the AFFF MDL. In December 2025, the JPML declined to transfer these cases to the AFFF MDL. In March 2026, one of the cases was remanded to state court, and the removing defendant appealed that order. In August 2026, that defendant agreed to dismiss its appeal. The plaintiffs’ motion to remand the other case remains pending.
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Between July 2024 and April 2025, three lawsuits were filed against the Company and other defendants in Virginia state court relating to firefighting personal protective equipment, including turnout gear. In September 2025, the Company removed those three cases to Virginia federal court and moved to transfer them to the AFFF MDL. In December 2025, the JPML declined to transfer one case to the AFFF MDL, and the Company withdrew its motions to transfer the other two cases. The plaintiffs in all three cases moved to remand to state court. Two cases were remanded to state court in March 2026 and July 2026, and the Company is appealing both orders. In August 2026, defendants moved to dismiss one of the cases under appeal for failure to serve the complaint. The plaintiffs' motion to remand the remaining case to state court remains pending.
Wisconsin
In August 2023, a putative class action lawsuit was filed against the Company and other defendants in Wisconsin federal court by several residents of Oneida County alleging property damage resulting from PFAS contamination they attribute to waste generated from the operations of a paper mill in Rhinelander, Wisconsin that was then incorporated into biosolids. In June 2025, the Company’s motion to dismiss was granted in part and denied in part. In June 2026, the court removed the trial date previously set for June 2027, and no new trial date has been set. In August 2026, the plaintiffs filed a motion for class certification, which remains pending.
In December 2024, a putative class action lawsuit was filed against the Company in Wisconsin federal court by several private well owners near the Company's Wausau Greystone quarry alleging property damages and medical monitoring costs related to PFAS contamination. The case also includes non-class personal injury and property damage claims on behalf of select plaintiffs. In March 2026, the court partially granted the Company's motion to dismiss, narrowing certain claims in the case. In June 2026, the court granted plaintiffs' motion for leave to file a third amended complaint, which substituted a personal injury class for the medical monitoring class. In August 2026, plaintiffs filed their motion for class certification, which remains pending. Additional fact discovery remains ongoing. A trial date is set for November 2027.
Other PFAS-related Matters
Coordination with Government Authorities
The Company continues to engage with relevant federal and state agencies, including the EPA, the U.S. Department of Justice ("DOJ"), state environmental agencies, and state attorneys general, in connection with information requests, inspections, and other agency actions. The Company is in negotiations with the EPA, the DOJ, and state environmental agencies, including the Alabama Department of Environmental Management ("ADEM"), the Illinois Environmental Protection Agency ("IEPA"), and the Minnesota Pollution Control Agency ("MPCA"), regarding potential claims arising under different authorities, including the U.S. Toxic Substances Control Act of 1976 ("TSCA"), the U.S. Clean Water Act of 1972, as amended ("CWA"), the U.S. Safe Drinking Water Act of 1974, as amended ("SDWA"), and the Resource Conservation and Recovery Act ("RCRA"), related to the Company’s operations in those states. The Company cannot predict the outcomes of these matters, the actions that may be taken by the regulatory agencies, or the potential consequences to the Company.
Alabama (Decatur)
Grand Jury Matter: The Company previously operated under a 2009 consent order issued under the TSCA (“2009 TSCA Consent Order”) covering manufacture and use of two PFAS (FBSA and FBSEE) at the Decatur Facility in Alabama, and that prohibits release of these materials into “the waters of the United States.” In March 2019, after learning that these materials may have been released into the Tennessee River from specified processes at the Decatur Facility, the Company halted the manufacture, processing, and use of these materials at the Decatur Facility and voluntarily disclosed the matter to the EPA and ADEM in April 2019. During June and July 2019, the Company implemented controls intended to fully capture wastewater and treat air emissions from the specified processes. The specified processes that were the subject of the Company's April 2019 disclosure are no longer in use.
In December 2019, the Company received a grand jury subpoena from the U.S. Attorney’s Office for the Northern District of Alabama ("USAO-NDAL") seeking documents relating to, among other matters, compliance with the 2009 TSCA Consent Order and alleged unpermitted discharges into the Tennessee River from the Decatur Facility. The Company continues to cooperate with the USAO-NDAL, the DOJ, and the EPA with respect to these issues.
In parallel, the Company continues to engage with the EPA, ADEM, MPCA, and the IEPA related to potential civil claims arising out of the discharges at issue in the above-described grand jury matter and certain discharges of PFAS from the Company's Cottage Grove, Minnesota facility (the "Cottage Grove Facility") and Cordova Facility, which are described below.
Other Regulatory: The Decatur Facility discharges wastewater pursuant to a National Pollutant Discharge Elimination System ("NPDES") permit issued by ADEM. In June 2019 the Company voluntarily disclosed to the EPA and ADEM that certain monthly and quarterly reports contained incorrect values and submitted corrected information. In September 2019, the Company also disclosed to the EPA and ADEM that it had discovered that the Decatur Facility's NPDES permit did not include all PFAS identified in its discharge, and temporarily idled certain manufacturing processes at the Decatur Facility.
The Company submitted an application to ADEM to modify the NPDES permit and implemented additional wastewater treatment controls, which are now operating as the Company continues optimization efforts. ADEM and the Company are discussing the terms of a new NPDES permit for the Decatur Facility.
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In July 2020, the Company and ADEM entered into an interim consent order ("ADEM ICO") addressing PFAS-related wastewater discharges and air emissions from the Decatur Facility. The ADEM ICO included requirements relating to ongoing operations (including notices, reporting, analytical and characterization studies, capital improvements, and remediation activities, including on-site and off-site investigations and studies). In May 2026, the Company and ADEM entered into an addendum to the ADEM ICO reflecting changed conditions at the Decatur Facility, including the exit from PFAS manufacturing, the completion of many of the requirements of the ADEM ICO, and the completed construction of an advanced wastewater treatment system at Decatur. The addendum also requires limited additional private well water sampling for certain PFAS within a four-mile radius of the Decatur Facility. Compliance with the ADEM ICO, the addendum, or any further investigations may result in additional operating costs and capital expenditures over multiple years.
Illinois/Iowa (Cordova)
The Cordova Facility discharges wastewater pursuant to a NPDES permit issued by IEPA. In November 2019, the Company disclosed to the EPA, and in January 2020 disclosed to IEPA, that the Cordova Facility's NPDES permit did not include all PFAS identified in its discharge. As noted above, the Company continues to engage with the EPA and IEPA on potential civil claims related to these discharges. The Company submitted an application to modify the NPDES permit and implemented additional wastewater treatment controls, which are now operating as the Company continues optimization efforts. IEPA and the Company are discussing the terms of a new NPDES permit for the Cordova Facility.
In November 2022, the Company entered into an administrative consent order with the EPA under the SDWA ("SDWA ACO") requiring ongoing sampling and surveying of private and public drinking water wells near the Cordova Facility, treatment of private wells within a three-mile radius, and provision of alternate treatment or supply for the City of Camanche, Iowa's public drinking water system. The Company continues to implement the SDWA ACO in coordination with the EPA and the City of Camanche, Iowa.
In January 2025, the Company entered into a consent order ("RCRA CO") with the EPA under the RCRA requiring the Company to delineate PFAS in soil and groundwater at the Cordova Facility and a surrounding area that extends up to 1/2 mile from the Cordova Facility, and to undertake specified soil and groundwater sampling at up to 80 locations in the area extending 5 radial miles from the Cordova Facility. The Company continues to implement the RCRA CO in coordination with the EPA.
Indiana (Hartford City)
In July 2025, the Indiana Department of Environmental Management ("IDEM") issued notices of liability requiring the Company to investigate and remediate hazardous substances, including PFAS, at the Company’s Hartford City, Indiana facility and nearby off-site properties, along with related information requests. The Company responded to the information requests in January 2026 and is engaging with IDEM regarding site investigation work plans. In June 2026, IDEM approved work plans for two of the sites and work is proceeding pursuant to those work plans.
Kentucky (Cynthiana)
In May 2025, the Company received a subpoena and a letter from the Kentucky Energy and Environment Cabinet ("KEEC") seeking information regarding PFAS and alleged hazardous substances used or released at the Company's Cynthiana, Kentucky facility and directing the Company to develop a site characterization plan ("SCP") to investigate suspected PFAS releases. The Company implemented the required SCP, submitted a site characterization report to KEEC in April 2026, and continues to work with KEEC on these issues.
Minnesota
Minnesota 2018 Natural Resources Defense Settlement: As previously disclosed, in the first quarter of 2018, the Company recorded a pre-tax charge of $897 million (inclusive of legal fees and related obligations) in connection with a settlement with the State Minnesota relating to PFAS in certain natural resources in the state ("MN NRD Settlement"). The MN NRD Settlement established a fund intended to enhance drinking water quality in the East Metropolitan Area of Minneapolis-St. Paul, with projects subject to approval by MPCA and required to be reasonable and necessary. If the fund is depleted, additional funding could be sought from the Company. MPCA and the Company disagree regarding whether certain approved projects satisfy the MN NRD Settlement's conditions and how certain projected long-term operations and maintenance costs should treated in assessing whether the fund is depleted. The Company initiated mediation under the MN NRD Settlement in February 2025, and that process remains ongoing.
Cottage Grove: The Cottage Grove Facility discharges wastewater pursuant to a NPDES permit issued by MPCA. In early 2020, the Company disclosed to the EPA and MPCA that the Cottage Grove Facility's NPDES permit did not include all PFAS identified in its discharge. The Company continues to engage with the EPA and MPCA on potential civil claims related to these discharges. In July 2025, the Company commenced operation of a new wastewater treatment system to address PFAS.
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The Company continues to work with MPCA under the previously disclosed May 2007 Settlement Agreement and Consent Order ("SACO") addressing certain PFAS in soil and groundwater at former disposal sites in Washington County, Minnesota (Oakdale and Woodbury) and at the Cottage Grove Facility. The SACO includes obligations relating to evaluating PFAS releases and response actions, including treatment or alternative drinking water where concentrations exceed applicable Minnesota Department of Health ("MDH") health-based values or health risk limits for certain PFAS, remediation of identified sources of other PFAS not controlled by actions addressing PFOA and PFOS, and information-sharing with MPCA. In January 2024, MDH issued updated, more stringent, health-based values for PFOA and PFOS, and in October 2024, MDH proposed health risk limits for those PFAS. The Company continues to evaluate potential impacts of these developments on its SACO obligations. The Company also continues to implement the previously disclosed remedial decisions adopted by MPCA in 2008 (Woodbury and Oakdale) and 2009 (Cottage Grove Facility).
In January 2021, MPCA issued a notice of violation addressing the presence of PFAS in wastewater and requiring certain improvements related to the wastewater discharge system at the Cottage Grove Facility ("January 2021 Notice"). The Company continues to work with MPCA regarding the notice.
In June 2022, MPCA directed the Company to address PFAS in its stormwater discharges from the Cottage Grove Facility. The Company coordinated with MPCA to develop a plan that is in a MPCA order issued in December 2022, which the Company is working to implement ("December 2022 MPCA Order").
In May 2025, MPCA issued a final NPDES permit for the Cottage Grove Facility, effective June 1, 2025. The permit includes ultra-low effluent limits for certain PFAS, including limits below current quantification levels for some compounds, and also includes low, but measurable, limits for demonstrating permit compliance. In June 2025, the Company appealed elements of the NPDES permit not related to the discharge limits for PFAS. In June 2026, the Minnesota Court of Appeals issued an order ruling in favor of the Company in part, in favor of MPCA in part, and remanding to MPCA for further proceedings. In August 2026, MPCA sent to the Company proposed modifications to the June 2025 NPDES permit to address the remanded provisions. The Company is engaging with the MPCA regarding the proposed modifications. If the Cottage Grove Facility is unable to meet permit requirements, it could have a significant adverse impact on the Company's normal operations and the Company's businesses that receive products and other materials from the Cottage Grove Facility, some of which may not be available in similar quantities or at all from the Company's other facilities, which could in turn impact the Company's ability to fulfill supply obligations to its customers.
In April 2026, the State of Minnesota by and through MPCA filed a lawsuit against the Company seeking civil penalties and injunctive relief related in part to alleged PFAS releases at and from the Cottage Grove Facility, and relating in part to the January 2021 Notice, the December 2022 MPCA Order, and the SACO. The Company removed the lawsuit to federal court and the JPML transferred it to the AFFF MDL in August 2026.
Fairmont: In July 2025, MPCA issued a notice of violation alleging stormwater and fire-water discharges containing PFAS at the Company's Fairmont, Minnesota facility and requiring corrective actions, including a stormwater action plan and a soil and groundwater investigation. The Company responded contesting the alleged violations and provided a plan to address the requested corrective actions. The Company continues to engage with MPCA regarding the alleged violations.
Hutchinson: In March 2023, MPCA issued a notice of violation alleging stormwater discharges containing PFAS at the Company's Hutchinson, Minnesota facility. The Company continues to engage with MPCA regarding the alleged violations.
Wisconsin (Wausau)
In August 2024, the Company received an EPA request for information under CERCLA seeking information and documents regarding PFAS use and disposal at the Company's Greystone facility ("Greystone Facility") and its downtown facility in Wausau, Wisconsin. The Company provided responsive information and, in October 2025, the EPA informed the Company it had not identified an immediate need for additional action.
In March 2025, the Wisconsin Department of Natural Resources ("WDNR") notified the Company that it determined there had been a release of hazardous substances from the Greystone Facility based on PFAS detected in groundwater and ordered the Company to submit a site investigation work plan. In June 2025, the Company submitted an initial work plan, which WDNR has approved. In January 2026, the Company reported initial sampling results to WDNR. In April 2026, the Company submitted a site investigation report to WDNR, and is completing additional site investigation activities in coordination with WDNR.
PFAS Litigation, Investigations, and Other Activities Outside the United States
Australia
In May 2025, the New South Wales Environmental Protection Agency ("NSW EPA") issued a notice requiring 3M Australia Pty Ltd. ("3M Australia") to investigate and clean up PFAS contamination at a site formerly leased by 3M Australia. The Company is working with the NSW EPA regarding the notice and obtained limited access from the site owner to conduct investigation activities under the notice. The Company has also been conducting sampling of adjacent properties. In August 2026, the Company submitted a soil investigation to the NSW EPA and is negotiating ongoing access with the site owner because that access is required to complete additional work required under the notice.
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The Company is aware of a writ of summons filed against the Company and its subsidiary, 3M Australia Pty Ltd, in the Supreme Court of Victoria in November 2024 on behalf of individuals with connections to property allegedly impacted by Company products containing PFAS. The Company has not been served with the writ, but the service period has been extended to December 8, 2026.
In May 2026, the Commonwealth of Australia filed a lawsuit against the Company and its subsidiary, 3M Australia, in the Victoria Registry of the Federal Court of Australia. The lawsuit seeks damages related to alleged AFFF contamination at Australian military bases, including compensation for amounts previously paid by the Commonwealth to settle prior lawsuits related to AFFF use as well as past and future cleanup costs.
Canada
Since December 2023, numerous PFAS-related actions have been filed against the Company, 3M Canada Company - Compagnie 3M Canada ("3M Canada"), and other defendants in Canada. As of September 30, 2026, a total of eighteen PFAS-related actions were pending in Canadian courts in British Columbia, Manitoba, New Brunswick, Newfoundland, Ontario, and Quebec. These matters include class and non-class claims by individuals, municipalities, federal, provincial, and territorial governments, Indian Bands, and other entities for alleged impacts from AFFF and other PFAS-containing products, including property, drinking water, and other natural resources contamination, personal injury, and other damages. These actions remain in early stages.
Europe
Belgium
PFAS manufacturing in Zwijndrecht, Antwerp, Belgium: 3M Belgium, a subsidiary of the Company, owns and operates a facility in Zwijndrecht, Antwerp, Belgium ("Zwijndrecht Facility") where PFAS manufacturing ceased in 2024 as part of the Company’s global exit from PFAS manufacturing.
3M Belgium continues to engage with the Public Flemish Waste Agency ("OVAM") and other authorities to investigate and remediate PFAS impacts associated with the historical operations at the Zwijndrecht Facility, including with respect to soil, groundwater, wastewater treatment, and a nearby ring road construction project in Antwerp ("Oosterweel Project"). Over the years, regulatory proceedings have included permit reviews, appeals, parliamentary investigations, and ongoing remediation oversight.
In August 2024, the province of Antwerp approved 3M Belgium's latest application for modifying its water discharge permit related to certain PFAS parameters. Following an appeal against the permit by a local non-profit organization, in March 2025, the Flemish government confirmed the permit. The Flemish government's confirmation was judicially appealed by a Belgian non-profit organization. In July 2026, the Council for Permit Disputes dismissed the appeal and upheld the disputed portions of the permit, which will remain valid until March 2027. It is possible that future permit-related actions could require additional measures to reduce legacy sources of PFAS or other materials subject to those permits, or that the wastewater treatment system there will be unable to meet future discharge limits. If 3M Belgium is unable to meet the eventual discharge limits or other regulatory requirements, it could have a significant adverse impact on 3M Belgium's normal operations and the Company's businesses that receive products and other materials from the Zwijndrecht Facility, some of which may not be available or available in similar quantities from the Company's other facilities, which could in turn impact these businesses' ability to fulfill supply obligations to their customers.
Soil remediation and environmental law compliance in Belgium:
Flemish government actions and the 2022 Flemish Remediation Agreement: In July 2022, 3M Belgium entered into a remediation agreement with the Flemish government ("Flemish Remediation Agreement") under which 3M Belgium committed €571 million to address issues associated with PFAS relating to the Zwijndrecht Facility, including enhancements to site discharge control technologies, support for qualifying local commercial farmers impacted by restrictions on sale of agricultural products, ongoing off-site descriptive soil investigations, amounts to address certain identified priority remedial actions (which may include supporting additional actions as required under the Decree on Soil Remediation and Soil Protection ("Flemish Soil Decree")), funds to be used by the Flemish government in its sole discretion in connection with PFAS emissions from the Zwijndrecht Facility, and support for the Oosterweel Project in cash and support services. The Flemish Remediation Agreement contains certain provisions ending litigation and providing certain releases of liability for 3M Belgium, while preserving the Flemish government's regulatory authority. In the first half of 2022, the Company recorded a pre-tax charge of approximately $500 million in connection with the Flemish Remediation Agreement.
The Flemish government requested a series of technical meetings with 3M Belgium regarding the scope and implementation of 3M Belgium’s commitments under the Flemish Remediation Agreement. 3M Belgium is continuing regular interactions with the government on these topics and discussions to address issues raised by both the Flemish Government and 3M Belgium are ongoing.
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Soil/groundwater remediation: Consistent with Flemish environmental law, 3M Belgium has submitted to OVAM required DSIs, conducted by an accredited third-party soil remediation expert, to assess areas of potential PFAS contamination that may require remediation. In the fourth quarter of 2025, OVAM required 3M Belgium to submit an additional DSI relating to ultra-short chain PFAS by June 2026, which was timely submitted.
The accredited third-party soil remediation expert has prepared multiple remedial action plans ("RAPs") that have been approved by OVAM and implementation activities are underway. 3M Belgium also submitted additional required RAPs, which OVAM deemed to be not in conformity with the Flemish Soil Decree. OVAM provided extensions of time for 3M Belgium to revise and re-submit each RAP OVAM found to be non-conforming. In May 2026, 3M Belgium submitted a revised RAP for soil and groundwater at the site that was approved by OVAM in August 2026. 3M Belgium representatives continue to engage with the Flemish authorities regarding further soil remediation and related groundwater actions in connection with the Flemish Soil Decree.
Changes to Flemish Soil Decree: Certain regulatory decisions and executive actions relating to remediation standards under the Flemish Soil Decree have been challenged, annulled, withdrawn, or repealed and remain subject to judicial or administrative review. In January 2026, 3M learned that one or more non-governmental organizations ("NGOs") appealed the Flemish government's withdrawal of a temporary action framework setting soil and groundwater values for evaluating PFAS remediation. 3M Belgium is unable to predict the ultimate outcome of this regulatory review process and any changes to existing standards could impose additional financial and remedial obligations on 3M Belgium depending on the standards ultimately adopted.
In May 2024, the Flemish government adopted legislation expanding OVAM's authority to require financial assurances and allocate remediation costs to various parties, which could result in additional, unknown financial obligations for 3M Belgium depending on future regulatory determinations. To date, no such financial assurances or allocation of remediation costs have been sought or imposed on 3M Belgium pursuant to the legislation.
In October 2026, the Flemish government adopted a proposal that would empower the relevant executive branch agency in the Flemish Region to seek, in certain circumstances, such as the financial insecurity of a Belgian company, to hold non-Belgian parent or affiliate entities of the Belgian company jointly and severally liable for soil remediation costs. The proposal was reviewed by the Belgian Council of State’s Legislative Section and now awaits referral to, and consideration by, the Flemish Parliament.
Other litigation: As of September 30, 2026, twenty-two actions against 3M Belgium were pending in Belgian civil courts, and 3M Belgium has also received pre-litigation notices from others in Belgium indicating potential claims. These matters include claims by individuals, municipalities, and other entities for alleged PFAS impacts, including soil, wastewater, and rainwater contamination, nuisance, tort liability, personal injury, and requests for injunctive relief.
While most of the actions are in early stages, one matter resulted in provisional damages awards of €500 to each of four family members living near the Zwijndrecht Facility. Approximately 1,400 individuals have petitioned to intervene in a "follow-on action" primarily alleging nuisance claims. The Belgian court has not yet determined whether to permit the intervention. After a February 2026 hearing, the court ordered additional briefing for an additional hearing scheduled to be held in November 2026.
In December 2023, 3M Belgium, 3M Company, and several additional 3M entities were named in a lawsuit identifying approximately 1,400 individuals as plaintiffs. The lawsuit, which is separate from the follow-on action described in the preceding paragraph, alleges defective products and unlawful acts, including by 3M entities as directors or shareholders of 3M Belgium, among other claims. At an introductory hearing in November 2024, the case was stayed with no new deadlines established.
In June 2024, Lantis, an entity involved in the Oosterweel Project, filed a lawsuit against 3M Belgium seeking damages related to soil storage costs and other alleged claims. The parties resolved certain claims in November 2025, while the remaining claims are proceeding, with all pre-hearing submissions scheduled to be completed by November 2026.
In May 2026 and June 2026, the Company, 3M Global Capital Limited, and 3M EMEA GmbH were added to two existing lawsuits against 3M Belgium brought by EVAL Europe N.V. and NV Borealis Antwerpen, two companies neighboring the Zwijndrecht facility, seeking damages for PFAS remediation on their sites. Separate initial hearings are set for November 2026.
Other investigations: As previously disclosed, the Company is aware of criminal complaints filed against 3M Belgium with an Antwerp investigatory judge alleging, among other things, violations of environmental care obligations relating to unlawful waste abandonment. Additional parties reportedly joined the complaints. 3M Belgium has not been served with any of the complaints and has been cooperating with the investigation.
Germany
Dyneon Divestiture: In June 2026, the Company's German subsidiary, 3M Deutschland GmbH (“3M Deutschland”) completed the divestiture of its subsidiary, Dyneon GmbH (“Dyneon”). Dyneon manufactured PFAS prior to the Company’s exit from PFAS manufacturing by the end of 2025. Under the terms of the transaction, 3M Deutschland remains responsible for PFAS-related claims arising from activities conducted prior to the divestiture of Dyneon, and is coordinating the response to such claims, including those described below.
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Government interactions related to PFAS manufacturing in Gendorf, Germany: Prior to the divestiture, Dyneon and prior operators of the Gendorf, Germany facility ("Gendorf Facility") commissioned a voluntary feasibility study by an independent soil consultant evaluating the potential feasibility, environmental impact, approaches, and related costs for remediating PFOA in soil and groundwater around the Gendorf Facility. The study was shared with the competent German authority, which provided feedback and requested additional investigations and measures. Dyneon agreed to sponsor environmental studies related to potential soil disposal solutions. A local authority indicated that Dyneon should contribute to those soil disposal solutions.
In July and August 2025, authorities issued orders requiring Dyneon to plan a hydraulic barrier to capture a PFOA plume in groundwater originating from the Gendorf Facility and to assess remediation measures in and around the site. In August and September 2025, Dyneon appealed these orders and enforceability is suspended by this appeal. Despite the suspension of those orders, in June 2026, Dyneon received a new administrative order requiring it to install the hydraulic barrier that is the subject of the suspended planning order. In July 2026, Dyneon appealed the order, which is suspended pending the outcome of that appeal. Following the Dyneon divestiture, 3M Deutschland continued discussions with the County of Altötting and the State of Bavaria regarding potential future remedial actions related to the Gendorf Facility. In October 2026, those authorities notified 3M Deutschland that they were suspending those discussions for the time being and would be pursuing legal options.
Litigation: In July 2025, Dyneon received pre-litigation notices from two German cities and a private citizen seeking payment for alleged costs associated with PFAS-impacted soil encountered during construction works.
The Netherlands
In May 2023, the government of the Netherlands sent 3M Belgium a notice of liability stating that it believes 3M Belgium to be liable for damages related to alleged PFAS contamination in the Netherlands. The notice purports to identify claims by the Dutch government and references potential damages to other parties. 3M Belgium continues to meet with representatives of the Dutch government to discuss the issues raised in the notice as well as with parties whose interests the Dutch government may also represent.
Certain private groups in the Netherlands have indicated that they may bring legal claims on behalf of one or more parties for purported damages allegedly caused by PFAS. In December 2024, the Dutch Fishermen's Association, on behalf of an individual fisherman, filed a lawsuit in a Dutch court naming 3M Belgium and the Company as defendants, alleging that PFAS from 3M Belgium’s Zwijndrecht Facility impacted certain aspects of the Dutch fishing industry, and seeking damages from alleged PFAS contamination. A hearing in that matter is scheduled for December 2026.
Other Environmental Matters
In July 2018, the Company, along with more than 120 other companies, was served with a complaint filed by Occidental Chemical Corporation ("Occidental") seeking cost recovery and contribution relating to remediation of approximately eight miles of the Lower Passaic River in New Jersey. Occidental alleges that it agreed to design and fund an estimated $165 million sediment removal and capping remedy addressing eight chemicals of concern, including PCBs and dioxins, and seeks to allocate those costs among the defendants, including the Company. The Company’s alleged connection to the site relates to its historical use of two commercial drum conditioning facilities in New Jersey. The Company's potential contribution, if any, has not been determined.
In January 2025, the EPA issued a notice of violation that was received by the Cottage Grove Facility in February 2025. The notice is based on a 2021 EPA RCRA inspection and asserted observations relating to hazardous waste management practices for certain containers and tanks and related recordkeeping. Certain items were corrected during the inspection, and the Company responded to the notice in March 2025. In May 2025, the EPA issued a notice of violation and opportunity to confer. The Company is cooperating with EPA.
In July 2024, the Company received a violation notice from IEPA alleging regulatory violations relating to certain air emissions of volatile organic material at the Cordova Facility. The Company has responded to the violation notice.
In January 2026, the Company received a violation notice from IEPA alleging regulatory violations tied to emissions of volatile organic material at the Cordova Facility. The Company responded to the notice. In April 2026, the Company received notice from IEPA that it did not accept the terms proposed by the Company for a compliance commitment agreement and in May 2026 the Company received a notice of intent to pursue legal action. The Company continues to cooperate with IEPA.
In February 2026, 3M Belgium requested an extension of time to comply with certain limitations on air emissions of volatile organic compounds from its Zwijndrecht Facility that were imposed pursuant to an amendment to Flemish environmental emissions regulations. That amendment becomes effective in December 2026 and 3M Belgium’s extension request remains pending. If 3M Belgium does not receive an extension, it could have a significant adverse impact on 3M Belgium's normal operations and the Company's businesses that receive products and other materials from the Zwijndrecht Facility, some of which may not be available or available in similar quantities from the Company's other facilities, which could in turn impact these businesses' ability to fulfill supply obligations to their customers.
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In September 2026, the EPA issued a notice of violation to the Company's Cottage Grove Facility based on a July 2025 EPA inspection under the U.S. Clean Air Act of 1970, as amended ("CAA") that asserted observations relating to management of certain wastewater streams, leak detection and repair requirements, and related recordkeeping. Certain items were corrected following the inspection. The Company plans to meet and confer with the EPA.
Environmental Liabilities
The Company periodically evaluates contingent liabilities associated with the environmental matters and litigation described above to determine whether losses are probable and reasonably estimable based on historical experience, ongoing developments, and discussions regarding potential resolutions. For the matters described under "Environmental Matters", unless otherwise described below, no liability has been recorded because the Company believes a loss is not both probable and reasonably estimable and the Company is unable to estimate a possible loss or range of possible loss at this time. For environmental matters for which a liability is recorded and the amount and timing of payments are also fixed or reliably determinable, 3M reflects the discounted present value amount.
During the first nine months of 2026, the Company increased its accrual for PFAS-related environmental matters primarily for interest accretion associated with the PWS Settlement and made related payments. As of September 30, 2026 and December 31, 2025, the Company had recorded “other environmental liabilities” of $7.5 billion ($2.8 billion within other current liabilities and $4.7 billion within other liabilities on the Company’s consolidated balance sheet) and $7.7 billion ($0.7 billion within other current liabilities and $7.0 billion within other liabilities on the Company’s consolidated balance sheet), respectively. These accruals represent the Company’s estimate of probable losses associated with the PFAS-related environmental matters described above. The Company is unable to estimate a possible loss or range of possible loss in excess of the amounts accrued at this time.
As of September 30, 2026 and December 31, 2025, the Company's recorded liabilities for estimated costs for non-PFAS environmental matters were not significant. These matters relate to the investigation, treatment, or removal of hazardous substances at current or former Company manufacturing sites and certain third-party sites. The Company evaluates each site quarterly and records remediation liabilities when costs are probable and reasonably estimable, generally no later than completion of feasibility studies or commitment to a remediation plan. Estimates are based primarily on internal and third-party environmental studies, the extent and nature of contamination, expected remedial approaches, and participation and financial viability of other potentially responsible parties. The Company adjusts recorded liabilities as additional information becomes available or circumstances change. The Company expects to pay the amounts recorded over remediation periods that currently extend up to approximately 20 years.
Estimating environmental compliance and remediation costs involve significant uncertainties, including evolving scientific and regulatory standards, changes in environmental laws, permissible contaminant levels, or enforcement policies, development of new analytical or remediation technologies, allocation of liability among responsible parties, and the financial condition of co-responsible parties and indemnitors. For sites where remediation activities are substantially complete and remaining obligations primarily relate to operation, maintenance, or monitoring, the Company believes the risk of loss in excess of recorded amounts would not be material to the Company’s consolidated results of operations or financial condition. For sites where remediation activities remain ongoing, the Company cannot estimate a possible loss or range of possible loss in excess of recorded accruals due to the uncertainties described above.
Non-Environmental Product Matters
Impact of Certain Prior Transactions
On April 1, 2008, the Company acquired Aearo Technologies (“Aearo”) in a stock purchase transaction. Aearo manufactured and sold various products, including personal protective equipment such as eye, ear, head, face, fall, and certain respiratory protection products. The Company is subject to legal proceedings relating to both Aearo’s pre-acquisition and post-acquisition operations. Two significant categories of legal proceedings involving the Company and Aearo relate to: Aearo’s respirator business and Aearo’s Dual-Ended Combat Arms – Version 2 Earplugs products. These legal proceedings, including agreements among the Company, Aearo, and other parties that affect the allocation of potential liability, are described below.
Non-Aearo Respirator Mask/Asbestos Litigation
Background of Non-Aearo Respirator Mask/Asbestos Litigation
As of September 30, 2026, the Company is a named defendant, together with multiple co-defendants, in numerous lawsuits pending in various courts that collectively involve approximately 4,200 individual claimants, compared to approximately 3,700 individual claimants with actions pending as of December 31, 2025.
The vast majority of resolved or pending lawsuits and claims allege use of the Company’s mask or respirator products and seek damages for alleged personal injury arising from occupational exposures to asbestos, silica, coal mine dust, or other occupational dusts found in products manufactured by other defendants or generally present in the workplace. A minority of the resolved or pending lawsuits and claims allege personal injury from occupational exposure to asbestos from products previously manufactured by the Company, which are often unspecified, as well as products manufactured by other defendants or, in some cases, exposure at Company premises.
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The Company’s current volume of new and pending matters is substantially lower than at the peak of filings in 2003. Claims alleging more serious injuries, including mesothelioma, other malignancies, and black lung disease, are expected to represent a greater proportion of total claims than in prior periods. Over more than two decades, the Company has prevailed in nineteen of the twenty cases tried to a jury.
Based on prior trial outcomes, the Company believes that its respiratory protection products perform effectively when used as intended and that claimants have been unable to establish a causal connection between their alleged medical conditions, even if significant, and the Company’s respiratory protection products. Nonetheless, the Company’s litigation experience indicates that claims alleging more serious injuries, including mesothelioma, other malignancies, and black lung disease, are costlier to litigate and resolve than the claims of unimpaired persons. As a result, the Company expects the average cost of resolving pending and future claims on a per-claim basis to remain higher than it experienced in prior periods dominated by medically unimpaired claimants.
In 2003, West Virginia, through its Attorney General, filed a complaint, amended in 2005, against the Company and two other manufacturers of respiratory protection products in the Circuit Court of Lincoln County, West Virginia. The amended complaint seeks substantial, but unspecified compensatory damages, primarily for reimbursement of workers' compensation and healthcare costs allegedly incurred for all workers with occupational pneumoconiosis, as well as unspecified punitive damages. In October 2019, the court severed the State’s unfair trade practices claim, which seeks civil penalties of up to $5,000 per violation under the West Virginia Consumer Credit and Protection Act ("WVCCPA") based on allegations that certain statements regarding the Company's 8710 respirators, last sold in the United States in 1998, were misleading. An initial bench trial commenced in January 2025 and remains ongoing with periodic trial days. Issues presented include the statute of limitations, the applicable penalty period under the WVCCPA, and whether the 8710 respirators performed as advertised. The amount, if any, of civil penalties would be determined in subsequent proceedings. An expert witness retained by the State has estimated that the Company sold over five million respirators in West Virginia during the relevant period, and the State has alleged that each respirator sold constitutes a separate violation under the WVCCPA. The Company disputes these estimates and the State's interpretation of what constitutes a separate violation under the WVCCPA. The Company has asserted multiple defenses, including that its marketing did not violate the WVCCPA, that the claims are time-barred under the applicable statute of limitations, and that the claims are preempted by federal law and barred by collateral estoppel. No liability has been recorded for this matter because the Company believes a loss is neither probable nor reasonably estimable at this time, and is unable to estimate a possible loss or range of loss due to unresolved factual and legal issues.
In December 2025, West Virginia filed an additional complaint in the Circuit Court of Kanawha County, West Virginia alleging violations of the WVCCPA related to the Company's 8210 respirators. In December 2025, the Company removed the case to federal court. West Virginia moved to remand the case to state court. In February 2026, the Company opposed West Virginia’s motion to remand and simultaneously moved to dismiss the complaint. In April 2026, the court denied West Virginia's motion to remand and granted the Company's motion to dismiss the complaint with prejudice. In May 2026, West Virginia filed a motion seeking to set aside the dismissal of its complaint. In June 2026, the court denied that motion. In July 2026, the deadline to appeal the federal court's dismissal passed without an appeal.
Non-Aearo Respirator Mask/Asbestos Liabilities
The Company regularly evaluates its respirator mask/asbestos liabilities based on a comprehensive review of current and historical claims data, including the number and nature of pending claims, the mix of alleged exposure substances between asbestos, silica, coal, or other occupational dusts, the mix of claims alleging exposures relating to use of the Company’s mask or respirator products versus claims relating to asbestos-containing products allegedly manufactured by the Company, defense and resolution costs, and trends in claim filings and costs. The Company also engages a third party with expertise in analyzing such data to assist in estimating the costs to defend and resolve pending and future claims.
Based on this analysis, the Company records accruals reflecting its estimate of probable losses. Developments that could affect these estimates include, changes in claim volume or mix, defense and resolution costs, trial and appellate outcomes, applicable law and procedure, and financial condition of co-defendants and insurers.
As of September 30, 2026 and December 31, 2025, the Company's accruals for non-Aearo respirator mask/asbestos liabilities and defense costs were $439 million and $473 million, respectively. These accruals represent the Company’s estimate of probable loss and an estimation period for future claims extending through approximately 2050. The Company cannot estimate the amount or upper end of the range by which actual liabilities may exceed recorded accruals due to inherent uncertainty in projecting future claims, the application of joint and several liability principles, and the potential impact of future developments.
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Aearo Respirator Mask/Asbestos Litigation
Background of Aearo Respirator Mask/Asbestos Litigation
Aearo manufactured and sold certain respiratory protection products prior to its acquisition by the Company. Aearo, together with certain prior owners of its respirator business and, in some cases, the Company is named as a defendant in numerous lawsuits in various courts alleging personal injury from occupational exposures to asbestos, silica, coal mine dust, or other occupational dusts, generally involving workplace conditions or products manufactured by other defendants.
Aearo Respirator Mask/Asbestos Liabilities
As of September 30, 2026 and December 31, 2025, the Company, through its Aearo subsidiary, recorded accruals of $56 million and $59 million, respectively, for product liabilities and defense costs related to current and future Aearo-related asbestos, silica-related, and coal mine dust claims. Responsibility for defense costs, settlements, and judgments is shared among Aearo and other parties and their insurers pursuant to an informal arrangement based on the number of years each company sold applicable respiratory products and the years of exposure alleged by the plaintiff.
Aearo’s potential liability is further limited by a 1995 agreement with Cabot Corporation ("Cabot"), under which Cabot retains responsibility for certain claims involving respirators sold prior to July 11, 1995, subject to Aearo paying a quarterly $100,000 fee and Cabot being able to meet its obligations in these matters. Under this arrangement, Aearo's exposure is generally limited to claims alleging exposures on or after January 1, 1997. To date, Aearo has elected to continue participating in this arrangement.
Future developments, including changes in claim volume, costs, legal outcomes, allocation among co-defendants, or the financial viability of payor parties and insurers, could materially affect Aearo's liabilities and cause the actual amount of these liabilities for existing and future claims to be significantly larger than the amount accrued. Due to these uncertainties, the Company cannot estimate the amount or range of amounts by which Aearo’s liabilities may exceed recorded accruals.
Combat Arms Earplugs Litigation
Background of Combat Arms Earplugs Litigation
Aearo manufactured and sold Dual-Ended Combat Arms – Version 2 Earplugs ("CAE") beginning in approximately 1999. Following the Company's acquisition of Aearo in 2008, the Company sold CAE until they were discontinued in 2015. The Company and Aearo believe the CAE were effective and safe when used properly, but faced litigation from a significant number of claimants in a consolidated MDL ("CAE MDL") in U.S. District Court for the Northern District of Florida ("CAE MDL Court") and a coordinated state court proceeding in the 4th Judicial District, County of Hennepin, Minnesota.
In August 2023, the Company, Aearo, and related entities entered into a settlement arrangement (as amended, the “CAE Settlement”), intended to resolve substantially all existing and potential claims related to the CAE in the CAE MDL and coordinated Minnesota state court proceeding. The CAE Settlement was structured to promote broad claimant participation and does not constitute an admission of liability or wrongdoing.
Under the CAE Settlement, the Company agreed to contribute up to $6.0 billion between 2023 and 2029, subject to claimant participation thresholds being met and the Company receiving a full release of claims involving the CAE.
In March 2024, the Company announced that claimant participation rates exceeded 99%, which exceeded the required 98% participation threshold. As a result, the Company commenced payments pursuant to the payment schedule in the CAE Settlement. In September 2025, the CAE MDL Court confirmed that all cases in the CAE MDL had been resolved as of that time. Other litigation may continue or be filed inside or outside the CAE MDL, including in international jurisdictions. For example, the Company is aware of a writ of summons filed in Australia and has received a Letter Before Action in the United Kingdom, both on behalf of purported users of the CAE.
Combat Arms Earplugs Liabilities
As a result of the CAE Settlement, the Company recorded a pre-tax charge of $4.2 billion in the third quarter of 2023, reflecting the discounted present value of the Company's $5.3 billion pre-tax contributions to the CAE Settlement (discounted at an estimated 5.6% interest rate at the settlement time), net of the Company's then-existing accrual of $1.1 billion related to this matter.
During the first nine months of 2026, the Company increased its existing accrual for CAE primarily for interest accretion on the CAE Settlement and made related payments. As of September 30, 2026 and December 31, 2025, and the Company had accrued liabilities related to the CAE litigation of $1.1 billion ($0.6 billion within other current liabilities and $0.5 billion within other liabilities on the Company’s consolidated balance sheet) and $2.4 billion ($1.4 billion within other current liabilities and $1.0 billion within other liabilities on the Company’s consolidated balance sheet), respectively. These accruals represent the Company’s estimate of probable losses associated with the CAE litigation. The Company is unable to estimate a possible loss or range of possible loss in excess of the amounts accrued at this time.
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Watson Grinding
The Company is a defendant in proceedings in Texas state court under a master docket relating to the January 2020 explosion at a Watson Grinding facility in Houston, Texas. Over 1,900 claimants allege claims against multiple defendants. The claims against the Company relate to services on gas detection devices provided by a former subsidiary, Detcon, Inc., which the Company sold in August 2019. Jury trials took place in June 2025, November 2025, April 2026, July 2026, and additional trials are scheduled in 2027. In the June 2025 trial, a jury determined the Company was partially liable. In October 2025, the Company appealed the judgment entered following the June 2025 trial, and that appeal remains pending. In the November 2025 trial, a jury determined the Company was partially liable and, in June 2026, the Company's post-trial motions were denied. In June 2026, the Company appealed the judgment entered following the November 2025 trial, and that appeal remains pending. In the April 2026 trial, a jury determined the Company was not liable in connection with the Watson Grinding facility explosion. In the July 2026 trial, a jury determined the Company was partially liable. No liability has been recorded for any of these judgments because the Company believes a loss is neither probable nor reasonably estimable at this time, and is unable to estimate a possible loss or range of loss due to unresolved factual and legal issues.
Other Matters
In May 2023, an incident at the Company's Prairie du Chien, Wisconsin facility resulted in an employee fatality. The U.S. Department of Labor’s (“DOL”) Occupational Safety and Health Administration (“OSHA”) initiated an investigation after the Company reported the incident. In November 2023, the DOL announced that it issued two citations to the Company alleging willful safety violations. In September 2024, the Company entered into a settlement agreement with OSHA and the DOL relating to the incident that included an immaterial payment amount and did not include a finding of willful safety violations.
In October 2024, the Company received a grand jury subpoena from the U.S. Attorney’s Office for the Western District of Wisconsin seeking records relating to, among other matters, the Prairie du Chien facility, the incident, workplace injuries at Prairie du Chien and certain other Company facilities, and OSHA inspections at other Company facilities. The Company will continue to cooperate with the investigation.
In August 2026, the Company’s motion to dismiss the plaintiffs’ amended complaint was granted in part and denied in part for the putative class action, captioned Batt et al v. 3M Company, et al., that was originally filed in August 2025 in the U.S. District Court for the District of Minnesota against the Company, the Company’s Board of Directors, 3M Benefits Fund Investment Committee, and 3M Investment Management Corporation alleging a breach of fiduciary duties under the Employee Retirement Income Security Act of 1974 (“ERISA”). In March 2026, the plaintiffs filed the amended complaint after the Company’s motion to dismiss the original complaint was granted without prejudice. In the amended complaint, the plaintiffs allege that the defendants breached their fiduciary duties by failing to remove allegedly underperforming target date funds from the Company-sponsored 401(k) plans in a reasonable time, engaging in transactions allegedly prohibited under ERISA, and failing to monitor the fiduciaries responsible for overseeing investments in the plans. The plaintiffs also seek, among other remedies, damages, fees, and costs.
Insurance Recoveries
The Company is pursuing insurance recoveries to offset a portion of its liabilities, including those described above. For respirator mask/asbestos, CAE, and PFAS-related litigation and liabilities, recovery efforts are ongoing through litigation in U.S. courts, arbitration proceedings, mediations, and negotiations with insurers.
During the three and nine months ended September 30, 2026, the Company recorded insurance recovery benefits of $221 million and $511 million, respectively, related to respirator mask/asbestos, CAE, and PFAS-related matters. During the three and nine months ended September 30, 2025, the Company recorded insurance recovery benefits of $182 million and $267 million, respectively, related to respirator mask/asbestos, CAE, and PFAS-related matters. Under the CAE Settlement, insurance recoveries under relevant policies are contributed to the qualified settlement fund as part of the settlement consideration.
The timing and amount of insurance recoveries, remain uncertain and may be affected by factors including delays in or disputes regarding insurer payments; potential insurer insolvency, the outcome of negotiations or coverage litigation; and insurers’ asserted coverage defenses or exclusions. The Company does not expect its aggregate liabilities to be fully covered by applicable insurance and, to the extent coverage is available, liabilities are expected to exceed the applicable insurance policy limits.
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Note 16. Business Segments
3M’s businesses are organized and managed in three business segments: Safety and Industrial; Transportation and Electronics; and Consumer — based on differences in markets, products, technologies and services. These segments bring together related 3M technologies, enhance innovation and provide efficient resource sharing. As an integrated enterprise, 3M has substantial intersegment cooperation, cost allocations and inventory transfers. Accordingly, management does not represent that these segments, if operated independently, would report the operating income information shown.
3M discloses business segment operating income as its measure of segment profit, which is reconciled to both total 3M operating income and income before taxes. This measure excludes certain expenses and income not allocated to business segments (as described below in “Corporate”). Business segment disclosures consider information used by/provided to 3M's CODM, who is the chief executive officer. The CODM uses business segment operating income to allocate resources in the planning and forecasting process and in reviews of results and overall market activity.
In 2026, the measure of segment operating performance and segment composition used by the CODM changed. As a result, 3M’s disclosed measure of segment profit and other segment-related amounts were updated to reflect these changes for all periods presented. The changes include the following items now reflected within Corporate:
•Effective third quarter 2026 - acquired intangible asset amortization: This is now reflected as a Corporate special item rather than within reportable business segment operating income.
•Effective earlier in 2026:
◦Manufactured PFAS products activity and net costs for respirator mask/asbestos litigation special items: These special items were moved into Corporate from the Transportation and Electronics segment and Safety and Industrial segment, respectively.
◦Business acquisition-related costs: These costs are now reflected as a Corporate special item rather than within reportable business segment operating income. There were no such material costs in prior periods presented.
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Business Segment Information
Three months ended September 30,Nine months ended September 30,
Net sales (millions)2026202520262025
Safety and Industrial$3,182 $2,917 $9,203 $8,519 
Transportation and Electronics1,999 1,992 5,913 5,752 
Consumer1,307 1,312 3,685 3,706 
Total reportable business segment net sales6,488 6,221 18,801 17,977 
Corporate96 296 313 838 
Total Company$6,584 $6,517 $19,114 $18,815 
Significant segment expenses and operating performance (millions)
Safety and Industrial
Cost of sales$1,624 $1,586 $4,837 $4,593 
Selling, general and administrative expenses464 408 1,329 1,265 
Research, development and related expenses 134 131 395 382 
Safety and Industrial operating income 960 792 2,642 2,279 
Transportation and Electronics
Cost of sales1,145 1,155 3,416 3,331 
Selling, general and administrative expenses259 239 750 734 
Research, development and related expenses 127 114 376 333 
Transportation and Electronics operating income 468 484 1,371 1,354 
Consumer
Cost of sales748 777 2,185 2,193 
Selling, general and administrative expenses226 211 633 638 
Research, development and related expenses 33 32 97 95 
Consumer operating income300 292 770 780 
Total reportable business segment operating income 1,728 1,568 4,783 4,413 
Corporate
Corporate-level (expense) income(2)17 33 89 
Corporate special items:
Net costs for significant litigation and PFAS exit(46)65 (59)(356)
Amortization and business acquisition-related costs(64)(26)(125)(78)
(Loss) gain on business divestitures — (161)(343)(164)
Manufactured PFAS products— (2)(126)(57)
Transformation costs(58)(14)(224)(14)
Total Corporate(170)(121)(844)(580)
Total Company operating income1,558 1,447 3,939 3,833 
Other expense/(income), net(112)300 271 378 
Income before income taxes$1,670 $1,147 $3,668 $3,455 
Three months ended September 30,Nine months ended September 30,
Depreciation and amortization (millions)2026202520262025
Safety and Industrial$119 $117 $362 $347 
Transportation and Electronics83 93 261 272 
Consumer37 40 119 114 
Corporate97 48 255 145 
Total$336 $298 $997 $878 
Capital expenditures (millions)
Safety and Industrial$87 $84 $284 $239 
Transportation and Electronics68 57 203 239 
Consumer16 14 47 41 
Corporate85 63 170 143 
Total$256 $218 $704 $662 
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Assets (millions)September 30, 2026December 31, 2025
Business segment assets:
Inventories
Safety and Industrial$1,812 $1,636 
Transportation and Electronics1,148 1,068 
Consumer863 694 
Total business segment assets3,823 3,398 
All other current assets12,891 12,989 
Total non-current assets22,812 21,346 
Total assets$39,526 $37,733 
"Business segment assets" represent inventories, based on the extent of business segment information regularly provided to 3M's CODM.
Business segment depreciation reflected above is based on the underlying usage of assets and allocated depreciation.
Corporate: Outside of 3M's reportable segments, 3M has Corporate which is not a reportable business segment as it does not meet the segment reporting criteria. Because Corporate includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.
Corporate operating income (loss) includes:
•Corporate-level (expense) income includes:
◦certain enterprise and governance activities resulting in unallocated corporate costs and other activity or costs that 3M may choose not to allocate directly to its business segments,
◦commercial activity with Solventum following its April 2024 spin-off from 3M, as well as certain operations of 3M’s former health care business segment that were retained by 3M, and
◦transition arrangement agreements (e.g., fees charged by 3M, net of underlying costs) related to divested businesses, including those related to Solventum.
•Corporate special items include, for the periods presented:
◦net costs for significant litigation and PFAS exit impacting operating income (loss),
◦acquired intangible asset amortization and business acquisition-related costs,
◦manufactured PFAS products activity,
◦(loss) gain on business divestitures (see Note 3), and
◦transformation program restructuring (see Note 5) and related charges.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of 3M’s financial statements with a narrative from the perspective of management. The MD&A should be read in conjunction with 3M's consolidated financial statements and the accompanying notes to the consolidated financial statements. 3M’s MD&A is presented in the following sections:
•Overview
•Results of Operations
•Performance by Business Segment
•Financial Condition and Liquidity
•Forward-Looking Statements
Forward-looking statements in Part I, Item 2 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to the section entitled "Forward-Looking Statements" in Part I, Item 2 and described in Part I, Item 1A, "Risk Factors" of the Company's Form 10-K for the year ended December 31, 2025 for discussion of these risks and uncertainties).
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Overview
3M is a diversified global manufacturer, technology innovator and marketer of a wide variety of products and services.
As discussed in Note 1, certain changes are reflective in this document for all applicable periods presented. Effective in the first, second, and third quarters of 2026, the Company made changes to the measure of segment operating performance and segment composition used by its CODM, impacting the disclosed measure of segment profit (business segment operating income). Further details are provided in Note 16.
3M manages its operations in three operating business segments: Safety and Industrial; Transportation and Electronics; and Consumer. From a geographic perspective, "EMEA" refers to Europe, the Middle East, and Africa on a combined basis.
Unless otherwise noted, all year-over-year ("YoY") comparisons in this MD&A refer to the third quarter and the first nine months of 2026 compared with the third quarter and first nine months of 2025.
Financial highlights for the third quarter and the first nine months of 2026:
Three months ended
September 30, 2026		Nine months ended
September 30, 2026
GAAP
Adjusted(a)
GAAP
Adjusted(a)
Net sales (millions)$6,584 $6,584 $19,114 $19,087 
Total sales change1.0 %4.2 %1.6 %4.5 %
Organic sales change(b)
0.2 %3.3 %0.4 %3.3 %
(a)    The Company refers to various "adjusted" amounts or measures on an “adjusted" basis. These exclude special items. These non-GAAP measures are further described and reconciled to the most directly comparable GAAP financial measures in the Certain amounts adjusted for special items - (non-GAAP measures) section below.
(b)    Organic sales change (which includes both organic volume and selling price impacts), is defined as the change in net sales, absent the impacts from foreign currency translation and acquisitions, net of divestitures. 3M believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.
Net sales change was driven by strength in industrial, safety, semiconductor and data center—supported by commercial excellence and innovation—and activity from the July 2026 acquisition of Madison Fire and Safety. This strength was partially offset by weakness in consumer electronics and auto, and the YoY impact of the manufactured PFAS products special item.
Three months ended
September 30, 2026		Nine months ended
September 30, 2026
GAAP
Adjusted(a)
GAAP
Adjusted(a)
Operating income margin23.7 %26.2 %20.6 %25.2 %
YoY change in operating income margin1.5  ppts1.1  ppts0.2  ppts0.5  ppts
GAAP operating margins were affected by the YoY impact of special items. The primary drivers were higher year-to-date losses on business divestitures and transformation costs. These were partially offset by lower net costs for significant litigation and PFAS exit, which reflect increased insurance recoveries (discussed in Note 15).
Outside of special items, both GAAP and adjusted operating margins reflect benefits from growth and productivity, partially offset by tariff impacts, cost dis-synergies (following the exit of PFAS manufacturing and the 2024 spin of Solventum), and growth investments.
Three months ended
September 30, 2026		Nine months ended
September 30, 2026
GAAP
Adjusted(a)
GAAP
Adjusted(a)
Earning per diluted share (EPS)$2.63 $2.50 $5.63 $7.11 
YoY change in EPS70 %12 %14 %12 %
GAAP EPS YoY was affected by the net impact of special items, including those impacting operating income discussed above, as well as by the impact of changes in the value of the Company's investment in Solventum (which was a YoY benefit in the third quarter and YoY headwind in the first nine months of 2026) along with amortization and business acquisition costs impacting noncontrolling interest.
Outside of special items, both GAAP and adjusted EPS reflect the operating margin drivers discussed above, while non-operating was primarily driven by a lower share count and tax timing.
3M completed its exit of PFAS manufacturing by the end of 2025. As discussed in Note 15, the Company continues to address PFAS manufactured prior to exit through treatment, remediation, and disposition of its assets and interests in manufacturing facilities, which may include dismantling, cleaning, and repurposing. Decisions or circumstances associated with the extent and type of remaining activity at particular locations and impacts on assets and potential obligations, among other factors, could result in additional expenses.
Additional information regarding certain items impacting pre-2026 periods that may also be relevant in 2026 can be found in the Overview section of Part II, Item 7 as well as in further sections of 3M’s 2025 Annual Report on Form 10-K.
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Results of Operations
Net Sales: Discussion of business segment results is provided in the Performance by Business Segment section. Information regarding sales by geographic area is included below.
Three months ended September 30, 2026
Americas
Asia Pacific
EMEA
Worldwide
Net sales (millions)$3,787 $1,715 $1,082 $6,584 
% of worldwide sales57.5  %26.0  %16.5  %100.0  %
Components of net sales change:
Organic sales(b)
4.4  %(6.2) %(2.8) %0.2 %
Acquisitions(c)
1.2 0.4 3.5 1.4 
Divestitures(c)
(0.3)(0.3)(1.4)(0.5)
Translation0.4 (0.4)(1.0)(0.1)
Total sales change5.7 %(6.5)%(1.7)%1.0 %
Nine months ended September 30, 2026
Americas Asia Pacific
EMEA
Worldwide
Net sales (millions)$10,456 $5,368 $3,290 $19,114 
% of worldwide sales54.7  %28.1  %17.2  %100.0  %
Components of net sales change:
Organic sales(b)
0.9  %0.4  %(1.2) %0.4 %
Acquisitions(c)
0.4 0.1 1.2 0.5 
Divestitures(c)
(0.3)(0.2)(1.1)(0.4)
Translation0.8 0.3 3.7 1.1 
Total sales change1.8 %0.6 %2.6 %1.6 %
(c)    Acquisition and divestiture sales change impacts are measured separately for the first twelve months post-transaction.
Operating Expenses:
Three months ended September 30,Nine months ended September 30,
(Percent of net sales)20262025Change20262025
Change
Cost of sales 57.7 %58.2 %(0.5)%58.6 %58.0 %0.6 %
Selling, general and administrative expenses (SG&A) 14.0 12.5 1.5 14.2 16.1 (1.9)
Research, development and related expenses (R&D)4.6 4.6 — 4.8 4.6 0.2 
Loss on business divestitures— 2.5 (2.5)1.8 0.9 0.9 
Operating income margin
23.7 %22.2 %1.5 %20.6 %20.4 %0.2 %
Cost of Sales measured as a percent of sales: Decreases in the third quarter of 2026 were primarily due to procurement savings, manufacturing and logistics productivity initiatives, and pricing actions offsetting oil price headwinds, partially offset by PFAS exit-related costs and material inflation. Increases in the first nine months of 2026 were primarily due to PFAS exit-related costs, tariff impacts, and material inflation, partially offset by procurement savings, manufacturing productivity initiatives, and pricing actions. See also Certain Expenses Impacting Multiple Line Items within Results of Operations subsection further below.
SG&A measured as a percent of sales: Increases in the third quarter were primarily driven by transformation costs, and decreases in the first nine months of 2026 were primarily driven by lower net costs from significant litigation. See also Certain Expenses Impacting Multiple Line Items within Results of Operations subsection further below.
R&D measured as a percent of sales: 3M continues to invest in a range of R&D activities from application development, product and manufacturing support, product development and technology development aimed at disruptive innovations. See also Certain Expenses Impacting Multiple Line Items within Results of Operations subsection further below.
Loss on Business Divestitures measured as a percent of sales: Applicable information on 2026 items is discussed in Note 3.
Other Expense (Income), Net: See Note 6 for a detailed breakout of this line item.
Interest expense (net of interest income): decreased YoY, primarily as a result of reduced imputed interest associated with obligations resulting from the PWS Settlement and the CAE Settlement (discussed in Note 15).
The non-service pension and postretirement net period cost decreased in the third quarter and first nine months of 2026 YoY. See also Certain Expenses Impacting Multiple Line Items within Results of Operations subsection further below.
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Solventum ownership - change in value resulted in a YoY tailwind of $375 million in the third quarter of 2026 and YoY headwind of $14 million in the first nine months of 2026, as Solventum's share price increased during the third quarter of 2026 compared to a decrease in 2025 and increased a bit less during the first nine months of 2026 compared to 2025.
Provision for Income Taxes:
Three months ended
September 30,		Nine months ended
September 30,
(Percent of pre-tax income)2026202520262025
Effective tax rate 15.7 %26.8 %18.1 %23.7 %
Adjusted effective tax rate(a)
21.1 19.9 19.5 20.6 
The primary factors that decreased the Company's effective tax rate YoY for the three months ended September 30, 2026 were the tax impacts of 3M's retained ownership interest in Solventum and the tax impacts of net costs of significant litigation.
The primary factors that decreased the Company's effective tax rate YoY for the nine months ended September 30, 2026 were the increased tax benefits from stock-based compensation and the tax impacts of net costs of significant litigation.
Income from Unconsolidated Subsidiaries, Net of Taxes:
Income from unconsolidated subsidiaries, net of taxes, is attributable to the Company’s accounting under the equity method for ownership interests in certain entities. In the second quarter of 2025, 3M sold its interest in one of these investments.
Net income (loss) attributable to NCIs and adjustment to redeemable NCI:
This represents the elimination of income or loss attributable to non-3M ownership interests in 3M consolidated entities, as well as adjustments to carry the redeemable noncontrolling interest at the greater of its carrying amount or estimated redemption value. The primary noncontrolling interests relate to 3M India Limited, of which 3M's effective ownership is 75 percent, and 3M's non-wholly owned venture related to the Fire Safety and Rescue division business (also referred to as 3M Sentorum) as described in Note 3.
Certain Expenses Impacting Multiple Line Items within Results of Operations:
Stock compensation impacts cost of sales, SG&A, and R&D. YoY stock compensation expense was relatively consistent.
Pre-tax defined benefit pension and postretirement service cost expense impacts cost of sales, SG&A, and R&D while the non-service cost component of pension and postretirement benefits impacts the other expense (income), net line item. Refer to Note 12 for additional information.
Pre-tax stock compensation expense and defined benefit pension and postretirement expense for the periods presented were the following:
Three months ended
September 30,		Nine months ended
September 30,
Pre-tax amounts (millions)2026202520262025
Stock compensation expense$46 $53 $167 $182 
Defined benefit pension and postretirement benefit expense
Service cost$38 $43 $116 $127 
Non-service cost (benefit)(2)20 (7)71 
Total defined pension and postretirement expense$36 $63 $109 $198 
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Performance by Business Segment
Disclosures relating to 3M’s business segments are provided in Note 16. 3M manages its operations in three business segments. The reportable segments are Safety and Industrial; Transportation and Electronics; and Consumer.
Safety and Industrial Business:
Three months ended September 30,Nine months ended September 30,
2026202520262025
Sales (millions) $3,182 $2,917$9,203$8,519
Sales change analysis:
Organic sales(b)
7.0  %6.1 %
Acquisitions3.11.0 
Divestitures(1.2)(0.8)
Translation0.21.7 
Total sales change9.1  %8.0 %
Business segment operating income (millions)
$960 $792$2,642$2,279
Percent change21.2 %15.9 %
Percent of sales30.1 %27.1 %28.7 %26.8 %
Third quarter 2026 results: Sales in Safety and Industrial were up 9.1 percent in U.S. dollars.
Organic sales increased in electrical markets, fire safety, industrial adhesives and tapes, personal safety, automotive aftermarket, abrasives and industrial specialties, and decreased in roofing granules. Progress on commercial excellence and innovation drove strong growth.
Business segment operating income margins increased YoY, driven by benefits from growth and net productivity. These benefits were partially offset by continued growth investments and cost dis-synergies following the exit of PFAS manufacturing.
First nine months 2026 results: Sales in Safety and Industrial were up 8.0 percent in U.S. dollars.
Organic sales increased in electrical markets, industrial adhesives and tapes, abrasives, personal safety, industrial specialties, and automotive aftermarket driven by progress on commercial excellence and innovation; market weakness in roofing granules and fire safety resulted in decreased sales.
Business segment operating income margins increased YoY primarily driven by benefits from growth and productivity. These benefits were partially offset by tariffs, continued growth investments, and cost dis-synergies following the exit of PFAS manufacturing.
Transportation and Electronics Business:
Three months ended September 30,Nine months ended September 30,
2026202520262025
Sales (millions) $1,999$1,992$5,913$5,752
Sales change analysis:
Organic sales(b)
0.5  %2.1  %
Divestitures(c)
— (0.2)
Translation (0.1)0.9 
Total sales change 0.4  %2.8  %
Business segment operating income (millions) $468 $484 $1,371 $1,354 
Percent change (3.4) %1.2  %
Percent of sales 23.4  %24.3  %23.2  %23.5  %
Third quarter 2026 results: Sales in Transportation and Electronics were up 0.4 percent in U.S. dollars.
Organic growth was driven by strength in semiconductor, aerospace, data center, advanced materials, and commercial branding, partially offset by weakness in consumer electronics and auto.
Business segment operating income margins decreased YoY reflecting continued growth investments and cost dis-synergies following the exit of PFAS manufacturing, partially offset by benefits from growth and productivity.
First nine months 2026 results: Sales in Transportation and Electronics were up 2.8 percent in U.S. dollars.
Organic growth was driven by strength in semiconductor, aerospace, data center, advanced materials, and commercial branding, partially offset by weakness in auto and consumer electronics.
Business segment operating income margins decreased YoY reflecting tariffs, continued growth investments, and cost dis-synergies following the exit of PFAS manufacturing, partially offset by benefits from growth and productivity.
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Consumer Business:
Three months ended September 30,Nine months ended September 30,
2026202520262025
Sales (millions) $1,307$1,312$3,685$3,706
Sales change analysis:
Organic sales(b)
(0.2) %(1.2) %
Translation (0.2)0.6 
Total sales change (0.4) %(0.6) %
Business segment operating income (millions) $300 $292 $770 $780 
Percent change 2.9 %(1.3) %
Percent of sales 23.0  %22.2  %20.9  %21.0  %
Third quarter 2026 results: Sales in Consumer were down 0.4 percent in U.S. dollars.
Organic sales decreased in packaging and expression, and in home improvement, and increased in consumer safety and well-being, and home and auto care. Lower U.S. retailer inventory levels more than offset positive POS and share gains.
Business segment operating income margins increased YoY driven by benefits from productivity, partially offset by continued growth investments and cost dis-synergies following the exit of PFAS manufacturing.
First nine months 2026 results: Sales in Consumer were down 0.6 percent in U.S. dollars.
Organic sales decreased in packaging and expression, and in home improvement, and increased in home and auto care, and consumer safety and well-being. Lower U.S. retailer inventory levels more than offset positive POS and share gains.
Business segment operating income margins decreased YoY reflecting tariffs, continued growth investments, and cost dis-synergies following the exit of PFAS manufacturing, partially offset by benefits from productivity.
Corporate: Outside of 3M's reportable segments, 3M has Corporate, which is not a reportable business segment as it does not meet the segment reporting criteria. Because Corporate includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis. Corporate is further described in Note 16.
Refer to the Certain amounts adjusted for special items - (non-GAAP measures) section below and Note 16 for details on the components of corporate special items and their impact. Corporate-level income decreased YoY in the third quarter and first nine months of 2026, primarily due to Solventum-related items and corporate costs.
Certain amounts adjusted for special items - (non-GAAP measures)
In addition to reporting financial results in accordance with U.S. GAAP, 3M also provides certain non-GAAP measures. These measures are not in accordance with, nor are they a substitute for GAAP measures, and may not be comparable to similarly titled measures used by other companies.
Certain measures adjust for the impact of special items. Special items for the periods presented include the items described in the section entitled “Description of special items”. Because 3M provides certain information with respect to business segments, it is noteworthy that special items impacting operating income (loss) are reflected in Corporate.
This document contains measures for which 3M provides the reported GAAP measure and a non-GAAP measure adjusted for special items. The document also contains additional measures which are not defined under U.S. GAAP. These measures and reasons 3M believes they are useful to investors (and, as applicable, used by 3M) include:
GAAP amounts for which a measure adjusted for special items is also provided:Reasons 3M believes the measure is useful
•Net sales (and sales change)
Considered in evaluating and managing operations; useful in understanding underlying business performance, provides additional transparency to special items
•Operating income (loss) and operating income (loss) margin
•Income before taxes
•Provision for income taxes and effective tax rate
•Net income
•EPS
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Special items for the periods presented include:
Net costs for significant litigation and PFAS exit:
•Net costs for significant litigation relate to 3M's respirator mask/asbestos (which include Aearo and non-Aearo items), PFAS-related other environmental, Combat Arms Earplugs, and certain divested business matters (as discussed in Note 15). Net costs include the impacts of changes in accrued liabilities (including interest imputation on applicable settlement obligations), legal costs, and insurance recoveries, along with the associated tax impacts. Associated tax impacts of significant litigation include impacts on Foreign-Derived Deduction Eligible Income ("FDDEI"), Net Controlled Foreign Corporation Tested Income ("NCTI"), foreign tax credits, and tax costs of repatriation. PFAS exit costs include amounts outside of significant litigation related to impacted site disposition and treatment post-first quarter 2026 completion of substantive PFAS product sales. 3M does not consider the elements of the net costs associated with these matters to be normal, operating expenses related to the Company’s ongoing operations, revenue generating activities, business strategy, industry, and regulatory environment.
Amortization and business acquisition-related costs
•These include acquired intangible asset amortization (see Note 4 for additional information) and business acquisition-related costs that further include:
◦Transaction, integration, and inventory fair value step-up costs
◦Adjustments to redeemable noncontrolling interest and change in value of venture derivative. See Note 3 for additional information.
Gain/loss on business divestitures:
•In the third quarter of 2025, 3M classified a business as held for sale. In the first half of 2026, 3M reflected an adjustment to carrying it at its selling price less cost to sell. In the second quarter of 2026, 3M recorded a loss on the divestiture of its Dyneon GmbH subsidiary. See Note 3 for additional information.
Manufactured PFAS products:
•These amounts relate to sales and income (loss) regarding manufactured PFAS products that 3M exited by the end of 2025. Income does not contemplate impacts on non-operating items such as net interest income/expense and the non-service cost components portion of defined benefit plan net periodic benefit costs.
Solventum ownership - change in value:
•This amount relates to the change in value of 3M's retained ownership interest in Solventum common stock reflected in other expense (income), net.
Transformation costs:
•These represent net costs associated with 3M's transformation program, intended as a structural redesign of longer-term manufacturing, distribution, and business process services and locations. Accordingly, 3M does not consider the nature or effect of this program to be normal, operating expenses related to the Company’s ongoing operations, revenue generating activities, and day-to-day business strategy. Net costs include restructuring and other related items such as site closure, sale, moving and set-up, accelerated depreciation, and program management.
Three months ended September 30, 2025

Total Company
(Dollars in millions, except per share amounts)
Net salesOperating incomeOperating income marginIncome before taxesProvision for income taxesEffective tax rateNet income attributable to 3M common shareholdersEPS
GAAP amounts$6,517 $1,447 22.2 %$1,147 $308 26.8 %$834 $1.55 
Adjustments for special items:
Net costs for significant litigation and PFAS exit— (65)56 (45)101 0.19 
Amortization and business acquisition-related costs— 26 26 5 21 0.04 
Loss on business divestitures— 161 161 2 159 0.30 
Manufactured PFAS products(199)2 2 1 1 — 
Solventum ownership - change in value— — 94 23 71 0.13 
Transformation costs
— 14 14 3 11 0.02 
Total special items(199)138 353 (11)364 0.68 
Adjusted amounts (non-GAAP measures)$6,318 $1,585 25.1 %$1,500 $297 19.9 %$1,198 $2.23 
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Three months ended September 30, 2026

Total Company
(Dollars in millions, except per share amounts)
Operating incomeOperating income marginIncome before taxesProvision for income taxesEffective tax rateNet income attributable to 3M common shareholdersEPSEPS percent change
GAAP amounts$1,558 23.7 %$1,670 $261 15.7 %$1,373 $2.63 70 %
Adjustments for special items:
Net costs for significant litigation and PFAS exit46 160 61 99 0.19 
Amortization and business acquisition-related costs64 64 (14)102 0.20 
Solventum ownership - change in value— (281)32 (313)(0.60)
Transformation costs58 58 13 45 0.08 
Total special items168 1 92 (67)(0.13)
Adjusted amounts (non-GAAP measures)$1,726 26.2 %$1,671 $353 21.1 %$1,306 $2.50 12  %
Three months ended September 30, 2026
Sales changeOrganic salesAcquisitionsDivestituresTranslationTotal sales change
Total Company0.2 %1.4 %(0.5)%(0.1)%1.0 %
Remove manufactured PFAS products special item impact3.1 — — 0.1 3.2 
Adjusted total Company (non-GAAP measures)3.3 %1.4 %(0.5)%— %4.2 %
Nine months ended September 30, 2025
Total Company
(Dollars in millions, except per share amounts)		Net salesOperating incomeOperating income marginIncome before taxesProvision for income taxesEffective tax rateNet income attributable to 3M common shareholdersEPS
GAAP amounts$18,815 $3,833 20.4 %$3,455 $818 23.7 %$2,673 $4.93 
Adjustments for special items:
Net costs for significant litigation and PFAS exit— 356 751 (1)752 1.39 
Amortization and business acquisition-related costs— 78 78 17 61 0.11 
Loss on business divestitures— 164 164 3 161 0.30 
Manufactured PFAS products(559)57 57 14 43 0.08 
Solventum ownership - change in value— — (242)23 (265)(0.49)
Transformation costs— 14 14 3 11 0.02 
Total special items(559)669 822 59 763 1.41 
Adjusted amounts (non-GAAP measures)$18,256 $4,502 24.7 %$4,277 $877 20.6 %$3,436 $6.34 
Nine months ended September 30, 2026
Total Company
(Dollars in millions, except per share amounts)		Net salesSales changeOperating incomeOperating income marginIncome before taxesProvision for income taxesEffective tax rateNet income attributable to 3M common shareholdersEPSEPS percent change
GAAP amounts$19,114 1.6 %$3,939 20.6 %$3,668 $665 18.1 %$2,959 $5.63 14 %
Adjustments for special items:
Net costs for significant litigation and PFAS exit— 59 411 100 311 0.59 
Amortization and business acquisition-related costs— 125 125 (3)152 0.29 
Loss on business divestitures— 343 343 21 322 0.61 
Manufactured PFAS products(27)126 126 31 95 0.18 
Solventum ownership - change in value— — (228)43 (271)(0.52)
Transformation costs— 224 224 53 171 0.33 
Total special items(27)877 1,001 245 780 1.48 
Adjusted amounts (non-GAAP measures)$19,087 4.5 %$4,816 25.2 %$4,669 $910 19.5 %$3,739 $7.11 12  %
Nine months ended September 30, 2026
Sales changeOrganic salesAcquisitionsDivestituresTranslationTotal sales change
Total Company0.4 %0.5 %(0.4)%1.1 %1.6 %
Remove manufactured PFAS products special item impact
2.9 — — — 2.9 
Adjusted total Company (non-GAAP measures)3.3 %0.5 %(0.4)%1.1 %4.5 %
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Financial Condition and Liquidity
The strength and stability of 3M’s business model and strong free cash flow capability, together with proven capital markets access, provide financial flexibility to deploy capital in accordance with the Company's stated priorities and meet needs associated with contractual commitments and other obligations. Investing in 3M’s business to drive organic growth and deliver strong returns on invested capital remains the first priority for capital deployment. This includes research and development, capital expenditures, and commercialization capability. The Company also continues to actively manage its portfolio through acquisitions and divestitures to maximize value for shareholders. 3M expects to continue returning cash to shareholders through dividends and share repurchases. To fund cash needs in the United States, the Company relies on ongoing cash flow from U.S. operations, access to capital markets and repatriation of the earnings of its foreign affiliates that are not considered to be permanently reinvested. For those international earnings considered to be reinvested indefinitely, the Company currently has no plans or intentions to repatriate these funds for U.S. operations.
3M maintains a strong liquidity profile. The Company believes its primary short-term liquidity needs can be met through cash on hand and U.S. commercial paper issuances. 3M expects to have continuous access to the commercial paper market. 3M’s commercial paper program permits the Company to have a maximum of $5 billion outstanding with a maximum maturity of 397 days from date of issuance. The Company had no commercial paper outstanding at September 30, 2026 and December 31, 2025.
Total debt: The strength of 3M’s credit profile and significant ongoing cash flows provide 3M proven access to capital markets. Additionally, the Company’s debt maturity profile is staggered to help make refinancing needs in any given year reasonable in proportion to the total portfolio. As of the date of this report, 3M had the following credit ratings:
Credit rating agencyLong-term ratingOutlook
Moody's Investors ServiceA3Stable
S&P Global RatingsBBB+Stable
Fitch RatingsA-Stable
The Company’s total debt at September 30, 2026, increased when compared to December 31, 2025, due to the issuance of €1.5 billion of fixed-rate notes in September 2026 and the draw of $1.43 billion under the term loan facility in July 2026 in connection with the Madison acquisition, partially offset by the September 2026 repayment of $650 million of notes upon maturity.
Information with respect to long-term debt issuances and maturities for the periods presented is included in Note 11, as applicable.
In February 2026, the Company renewed its "well-known seasoned issuer" shelf registration statement, which registers an indeterminate amount of debt or equity securities for future issuance and sale. The Company's financial condition and liquidity enable it to address these obligations by refinancing, redemption, or both.
3M has a $4.25 billion five-year revolving credit facility that expires in August 2031. The revolving credit agreement includes a provision under which 3M may request an increase of up to $1.0 billion (at lenders' discretion), bringing the total facility up to $5.25 billion. The credit facility was undrawn at September 30, 2026. Under the facility, the Company is required to maintain its EBITDA to Interest Ratio as of the end of each fiscal quarter at not less than 3.0 to 1. This is calculated (based on amounts defined in the amended agreement) as the ratio of consolidated total EBITDA for the four consecutive quarters then ended to total interest expense on all funded debt for the same period. At September 30, 2026, 3M was in compliance with this requirement. Debt covenants do not restrict the payment of dividends.
3M's non-wholly owned subsidiary associated the with the Fire Safety and Rescue division has a $200 million revolving credit facility which was undrawn as of September 30, 2026.
The Company had $0.6 billion in stand-alone letters of credit, bank guarantees, and other similar instruments issued and outstanding at September 30, 2026. These instruments are utilized in connection with normal business activities.
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Cash, cash equivalents and marketable securities: Cash, cash equivalents and marketable securities are invested in bank instruments and other high quality securities. The table below provides the breakout of the balance between the Company's foreign subsidiaries and the United States as of September 30, 2026 and December 31, 2025.
(Billions)September 30, 2026December 31, 2025
Foreign subsidiaries$2.8$3.5
United States2.42.4
Total cash, cash equivalents and marketable securities$5.2$5.9
The decrease from December 31, 2025, was primarily driven by $3.2 billion in purchases of treasury stock, $2.0 billion (net of insurance recoveries) in payments related to net costs for significant litigation and PFAS exit, $1.9 billion for the acquisition of Madison, $1.2 billion in dividend payments, and $0.7 billion in debt-related outflows including the repayment of fixed-rate notes that matured in September 2026. These outflows were partially offset by $1.4 billion drawn under a term loan facility and $1.3 billion in proceeds from investment by a noncontrolling interest, both in connection with the Madison venture formation (as discussed in Notes 3 and 11), €1.5 billion in proceeds from the issuance of fixed-rate notes in September 2026 (as discussed in Note 11), $0.7 billion in proceeds from the issuances of treasury shares pursuant to option/benefit plans, and cash generated from operating activities (see "Cash Flows from Operating Activities" section below for further discussion).
Current equity investments: Current equity investments consist of 3M's ownership interest in Solventum. As of September 30, 2026, 3M owned approximately 15% of Solventum's common stock, with a fair value of $2.3 billion. As previously disclosed, 3M expects to sell its ownership in Solventum within five years of its 2024 spin-off. Sales of 3M's retained stake are subject to regulatory and other restrictions.
Balance Sheet: 3M’s strong balance sheet and liquidity provide the Company with significant flexibility to fund its numerous opportunities going forward. The Company intends to continue investing in its operations to drive growth, including continual review of acquisition opportunities.
Cash Flows: Discussions of cash flows from operating, investing and financing activities are provided in the sections that follow.
Cash Flows from Operating Activities:
Cash flows from operating activities can fluctuate significantly from period to period, as working capital movements, tax timing differences and other items such as litigation payments can significantly impact cash flows.
In the first nine months of 2026, cash flows provided by operating activities of $2.0 billion increased by $1.3 billion YoY, primarily driven by lower net payments for PFAS-related environmental liabilities and the CAE legal settlement impacted by insurance recoveries.
Working capital, defined as current assets minus current liabilities, decreased from December 31, 2025. This decrease was primarily driven by an increase in current liabilities, including higher other current liabilities related to the PWS legal settlement and an increase in the current portion of long-term debt, partially offset by growth in accounts receivable and inventory balances within current assets.
Cash Flows from Investing Activities:
Investments in PP&E enable growth across many diverse markets, helping to meet product demand and increasing manufacturing efficiency. 3M invested $0.7 billion on PP&E in the first nine months of 2026. The Company expects 2026 capital spending to be approximately $1.0 billion as 3M continues to invest in growth, productivity and sustainability.
In July 2026, the acquisition of Madison Fire & Rescue was completed for $1.9 billion, subject to closing and other adjustments, net of cash acquired as described in Note 3.
Purchases of marketable securities and investments and proceeds from maturities and sale of marketable securities and investments are primarily attributable to certificates of deposit/time deposits, commercial paper, and other securities, which are classified as available-for-sale. Refer to Note 14 for more details about 3M’s diversified marketable securities portfolio.
Cash Flows from Financing Activities:
3M’s primary short-term liquidity needs are met through cash on hand and U.S. commercial paper issuances. Refer to Note 11 for more detail regarding debt.
Debt cash flow activity included proceeds from the $1.43 billion term loan in connection with the Madison acquisition and from issuance of €1.5 billion aggregate principal amount of notes in the first nine months of 2026. This was partially offset by $650 million principal amount of debt maturities. Repayments of the fixed-rate notes are reflected in "Repayment of debt (maturities greater than 90 days)".
Financing activities in the first nine months of 2026 included approximately $1.3 billion of proceeds from a noncontrolling interest contribution in connection with the formation of the venture associated with the Fire Safety and Rescue division (also referred to as 3M Sentorum) as discussed in Note 3.
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In February 2025, 3M’s Board of Directors replaced the Company’s 2018 repurchase program with a new repurchase program. This new program authorizes the repurchase of up to $7.5 billion of 3M’s outstanding common stock, with no pre-established end date. Repurchases of common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes. In the first nine months of 2026, the Company purchased $3.2 billion of its own stock, compared to $2.7 billion of stock purchases in the first nine months of 2025. As of September 30, 2026, approximately $1.5 billion remained available under the authorization. For more information, refer to the table titled “Issuer Purchases of Equity Securities” in Part II, Item 2. The Company also had $0.7 billion in proceeds from issuance of treasury stock pursuant to stock option and benefit plans in the first nine months of 2026.
3M has paid dividend continuously since 1916. In February 2026, 3M's Board of Directors declared a first-quarter 2026 dividend of $0.78 per share, an increase of 7 percent. In May 2026, 3M's Board of Directors declared a second-quarter 2026 dividend of $0.78 per share. In August 2026, 3M's Board of Directors declared a third-quarter 2026 dividend of $0.78 per share.
Other cash flows from financing activities may include various other items, such as cash paid associated with certain derivative instruments, distributions to or sales of noncontrolling interests, changes in overdraft balances, and principal payments for finance leases.
Significant Accounting Policies: Information regarding new accounting standards is included in Note 1 to the Consolidated Financial Statements.
Material Cash Requirements from Known Contractual and Other Obligations: See the Financial Condition and Liquidity - Material Cash Requirements from Known Contractual and Other Obligations section of Item 7 of 3M's 2025 Annual Report on Form 10-K.
Forward-Looking Statements
Certain statements in this document, as well as other filings we make with the United States Securities and Exchange Commission (“SEC”) and other written and oral information we release, including statements regarding our performance, estimates, expectations, beliefs, intentions, projections, strategies for the future, costs and effects of legal proceedings, or other events or developments in the future are considered "forward-looking statements" under the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended ("PSLRA"). Forward-looking statements may appear throughout this document and are typically identified by the words "aim," "anticipate," "believe," "can," "continue," "could," "estimate," "evaluate," "expect," "forecast," "future," "goal," "guidance," "impact," "initial," "intend," "likely," "may," "outlook," "plan," "possible," "potential," "predict," "probable," "project," "seek," "should," "strategy," "target," "will," "would," and other words that are similar to, or have the opposite meanings of, those words.
All forward-looking statements are intended to enjoy the protection of the PSLRA’s safe harbor for forward-looking statements, as well as the protections provided by other securities laws. Forward-looking statements speak only as of the date they are made and the Company assumes no obligation to update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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Although the Company believes it has a reasonable basis for the forward-looking statements it makes, those statements are based on certain assumptions and expectations of future events and trends that are subject to risks and uncertainties. Changes in those assumptions, expectations, or other factors could produce materially different results. The most important risks, uncertainties, and other factors that could cause the Company's actual results to differ from the Company's forward-looking statements include: (1) worldwide economic, political, regulatory, international trade, geopolitical, tariffs, and retaliatory countermeasures, capital markets, and other external conditions, (2) foreign currency exchange rates and fluctuations in those rates, (3) liabilities and contingencies related to PFAS, including liabilities related to claims, lawsuits, and government regulatory proceedings concerning various PFAS-related products and chemistries, as well as risks related to the Company's exit of PFAS manufacturing and work to discontinue use of PFAS across its product portfolio, (4) risks related to the PWS Settlement to resolve claims by public water suppliers in the United States regarding PFAS, as well as risks related to ongoing PFAS-related settlements and claims, (5) legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's reports on Form 10-K, 10-Q, and 8-K, as well as compliance risks related to legal or regulatory requirements, government contract requirements, policies and practices, or other matters that require or encourage the Company or its customers, suppliers, vendors, or channel partners to conduct business in a certain way, (6) competitive conditions and customer preferences, (7) the timing and market acceptance of new product and service offerings, (8) the availability and cost of purchased components, compounds, raw materials and energy due to shortages, increased demand and wages, tariffs, supply chain interruptions, or natural or other disasters, (9) unanticipated problems or delays when implementing new business systems and solutions, including with the phased implementation of a global enterprise resource planning system, or security breaches and other disruptions to the Company's information or operational technology infrastructure, (10) use of artificial intelligence technologies, (11) the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from portfolio management actions and other evolving business strategies, (12) operational execution, including the extent to which the Company can realize the benefits of planned productivity improvements, as well as the impact of organizational restructuring activities, (13) financial market risks that may affect the Company's funding obligations under defined benefit pension and postretirement plans, (14) the Company’s credit ratings and its cost of funding, (15) tax-related external conditions, including changes in tax rates, laws, or regulations, (16) matters relating to the Company's Aearo Entities, Combat Arms Earplugs Settlement, and related products, and (17) matters relating to the spin-off of Solventum, the Company's former Health Care business, into an independent public company.
Those risks, uncertainties, and other factors are further described in Part I, Item 1A, "Risk Factors" of the Company's Form 10-K for the year ended December 31, 2025. For additional information concerning factors that may cause actual results to differ materially from the Company's forward-looking statements, see the Company's reports on Form 10-K, 10-Q, and 8-K filed with the SEC from time to time.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the context of Item 3, 3M is exposed to market risk due to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and commodity prices. Changes in those factors could impact the Company’s results of operations and financial condition. For a discussion of sensitivity analysis related to these types of market risks, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in 3M's 2025 Annual Report on Form 10-K. There have been no material changes in information that would have been provided in the context of Item 3 from the end of the preceding year until September 30, 2026.
Item 4. Controls and Procedures
a. The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
b. There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company acquired Madison Fire and Rescue ("Madison") in July 2026. Management plans to exclude Madison from its assessment of internal control over financial reporting as of December 31, 2026, as permitted by SEC guidance for businesses acquired during the year. Madison, excluding goodwill and intangible assets resulting from its acquisition, represented approximately 1 percent of the Company’s consolidated total assets as of September 30, 2026, and approximately 1 percent and less than 1 percent of consolidated net sales for the third quarter and the first nine months of 2026, respectively.
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3M COMPANY
FORM 10-Q
For the Quarterly Period Ended September 30, 2026
PART II. Other Information
Item 1. Legal Proceedings
Discussion of legal matters is incorporated by reference from Part I, Item 1, Note 15, “Commitments and Contingencies,” of this document, and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”
Item 1A. Risk Factors
There have been no material changes to the risk factors described in Part I, Item 1A, "Risk Factors" of the Company's Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities: Repurchases of 3M common stock are made to support the Company’s stock-based employee compensation plans and for other corporate purposes. In February 2025, 3M’s Board of Directors replaced the Company’s 2018 repurchase program with a new repurchase program. This new program authorizes the repurchase of up to $7.5 billion of 3M’s outstanding common stock, with no pre-established end date.
Issuer Purchases of Equity Securities (registered pursuant to Section 12 of the Exchange Act)
Period
Total Number of Shares Purchased (a)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (Millions)
July 1 - 31, 2026
299,500 177.90 299,500 1,713 
August 1 - 31, 2026
975,784 181.09 975,784 1,536 
September 1 - 30, 2026
— — — 1,536 
July 1 - September 30, 2026
1,275,284 180.34 1,275,284 
(a)     The total number of shares purchased includes: (i) shares purchased under the Board’s authorizations described above, and (ii) shares purchased in connection with the exercise of stock options.
(b)     The total number of shares purchased as part of publicly announced plans or programs includes shares purchased under the Board’s authorizations described above.
Item 3. Defaults Upon Senior Securities — No matters require disclosure.
Item 4. Mine Safety Disclosures
Pursuant to Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Act”), the Company is required to disclose, in connection with the mines it operates, information concerning mine safety violations or other regulatory matters in its periodic reports filed with the SEC. The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Act is included in Exhibit 95 to this quarterly report.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the quarter ended September 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
Filed herewith:
3.1
3.2
10.1
31.1
31.2
32.1
32.2
95
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
Long-term debt instruments under which the total amount of securities authorized does not exceed 10% of 3M Company’s total consolidated assets are not filed as exhibits to this report. 3M Company will furnish a copy of these agreements to the Securities and Exchange Commission on request.
+Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplementally a copy of any omitted schedule to the SEC upon request.
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SIGNATURES
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
(Registrant)
Date: October 20, 2026
By
/s/ Anurag Maheshwari
Anurag Maheshwari,
Executive Vice President and Chief Financial Officer (Mr. Maheshwari is a Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant.)
58
Exhibit 10.1
                                Execution Version


CREDIT AGREEMENT
dated as of August 17, 2026,
among
3M COMPANY,
the SUBSIDIARY BORROWERS party hereto,
the BANKS party hereto
and
JPMORGAN CHASE BANK, N.A.,
as Agent

CITIBANK, N.A.,
as Syndication Agent

BANK OF AMERICA, N.A.
and
DEUTSCHE BANK SECURITIES INC.,
as Documentation Agents

JPMORGAN CHASE BANK, N.A.,
CITIBANK, N.A.,
BOFA SECURITIES, INC.
and
DEUTSCHE BANK SECURITIES INC.,
as Joint Lead Arrangers and Joint Bookrunners





Table of Contents
Page
1.    DEFINITIONS    1
1.1    Definitions    1
1.2    Terms Generally    23
1.3    Headings    24
1.4    Interest Rates; Benchmark Notification    24
1.5    Divisions    25
1.6    GAAP    25
1.7    Dollar Equivalent    25
2.    LINE OF CREDIT    25
2.1    Advances    25
2.2    Increase of Commitments    26
2.3    Extension of Commitment Termination Date    27
2.4    Evidence of Debt    28
3.    FEES AND EXPENSES    29
3.1    Commitment Fee    29
3.2    Expenses    29
3.3    Agent Fees    30
4.    INTEREST; YIELD PROTECTION    30
4.1    Interest    30
4.2    Interest Elections    30
4.3    Default Rate    34
4.4    Increased Costs; Capital Adequacy; Breakage    34
4.5    Mitigation of Yield Protection    36
4.6    Alternate Rate of Interest    37
4.7    365/366-Day Year    43
5.    DISBURSEMENTS AND PAYMENTS    43
5.1    Requests for Borrowings    43
5.2    Payments    45
5.3    Prepayments    46
5.4    Termination or Reduction of the Commitments    47
i

5.5    Taxes    48
5.6    Judgment Currency    53
5.7    Defaulting Banks    53
5.8    Replacement of Banks    55
6.    CONDITIONS PRECEDENT    55
6.1    Conditions Precedent to Effectiveness    55
6.2    Conditions Precedent to Each Advance    57
7.    REPRESENTATIONS AND WARRANTIES    57
8.    COVENANTS    59
8.1    Financial Information    59
8.2    Covenants    60
9.    EVENTS OF DEFAULT AND REMEDIES    63
9.1    Default    63
9.2    Remedies    64
9.3    Setoff    65
10.    AGENCY    65
10.1    Authorization    65
10.2    Distribution of Payments and Proceeds    67
10.3    Expenses    68
10.4    Indemnification    68
10.5    Posting of Communications; Approved Borrower Portal    69
10.6    Agent and Affiliates    70
10.7    Acknowledgements of Banks    70
10.8    Resignation    73
10.9    Arrangers, Syndication Agent and Documentation Agents    74
10.10    Delegation of Duties    74
10.11    Bank ERISA Representation    75
10.12    Agent’s Reliance, Limitation of Liability, Etc    76
10.13    Survival    78
11.    MISCELLANEOUS    78
11.1    Notices    78
11.2    Sharing of Payments    79
11.3    No Waiver; Cumulative Remedies    79
ii

11.4    Amendments, Etc    80
11.5    Binding Effect: Assignments and Participations    81
11.6    New York Law    85
11.7    Severability of Provisions    85
11.8    Integration    85
11.9    Indemnification by the Lead Borrower; Limitation of Liability    85
11.10    Customer Identification - USA Patriot Act Notice    88
11.11    Execution in Counterparts; Electronic Execution    88
11.12    Waiver of Jury Trial    89
11.13    Jurisdiction    90
11.14    Substitution of Currency    90
11.15    No Fiduciary Relationship    90
11.16    Waiver of Prior Notice under Existing Credit Agreement    90
11.17    Acknowledgement and Consent to Bail-In of Affected Financial Institutions    91
11.18    Confidentiality    92
11.19    Subsidiary Borrowers    93
11.20    Guaranty    94

Schedule I    Commitments
Exhibit A*    Form of Assignment and Assumption
Exhibit B-1*    Form of Subsidiary Borrower Joinder Agreement
Exhibit B-2*    Form of Subsidiary Borrower Termination
Exhibit C*    Form of Note
Exhibit D*    Form of Compliance Certificate
*Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish supplementally a copy of the exhibits to the United States Securities and Exchange Commission upon request.

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CREDIT AGREEMENT, dated as of August 17, 2026, among 3M COMPANY, a Delaware corporation, each SUBSIDIARY BORROWER from time to time party hereto, the BANKS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Agent.

The parties hereto hereby agree as follows:

1.    DEFINITIONS

1.1    Definitions.
“Acquisition Debt” means any indebtedness for borrowed money of the Lead Borrower or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing indebtedness for borrowed money of the Lead Borrower, any of its Subsidiaries or the Person(s) or assets to be acquired); provided that (a) (i) the release of the proceeds thereof to the Lead Borrower and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held pursuant to an escrow or similar arrangement and (ii) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such indebtedness for borrowed money, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Lead Borrower and its Subsidiaries in respect of such indebtedness for borrowed money or (b) (i) such indebtedness for borrowed money contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such indebtedness for borrowed money to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such indebtedness for borrowed money, and (ii) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such indebtedness for borrowed money, such indebtedness for borrowed money is so redeemed or prepaid within ninety (90) days of such termination or such specified date, as the case may be.

“Additional Bank” means any Bank that becomes a party hereto pursuant to Section 2.2 or 2.3.

“Additional Commitment Amount” has the meaning set forth in Section 2.2(a).

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent to the Lead Borrower or any Bank, as the context requires.
“Advance” has the meaning set forth in Section 2.1.

“Affected Financial Institution” has the meaning set forth in Section 11.17.
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“Affiliate”, as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.
“Agent” means JPMorgan, in its capacity as administrative agent for the Banks hereunder and under the other Loan Documents. Unless the context requires otherwise, the term “Agent” shall include any branch or Affiliate of JPMorgan through which JPMorgan shall perform any of its obligations in such capacity hereunder or under the other Loan Documents.
“Aggregate Commitment Amount” means, at any time, the sum of each Bank’s Commitment at such time.
“Aggregate Outstandings” means, at any time, the sum of each Bank’s Outstandings at such time.
“Agreed Currencies” has the meaning set forth in Section 4.6.
“Agreement” means this Credit Agreement.
“Ancillary Document” has the meaning set forth in Section 11.11(b).
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Lead Borrower or its Subsidiaries from time to time concerning or relating to bribery, money laundering or corruption.
“Applicable Fee Percentage” means, for any day, the applicable percentage (expressed in basis points per annum) set forth in the Pricing Grid under the caption “Applicable Fee Percentage” corresponding to the Category applicable on such day.
“Applicable Margin” means, for any day with respect to any Advance of any Type, the applicable percentage (expressed in basis points per annum) set forth in the Pricing Grid under the caption “Applicable Margin for Term Benchmark/Daily Simple SOFR Advances” or “Applicable Margin for Base Rate Advances”, as applicable, corresponding to the Category applicable on such day.
“Applicable Time” means, with respect to any payments in Euro, the local time in the place of settlement for such currency as may be determined by the Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
“Approved Borrower Portal” means any electronic platform chosen by the Agent to be its electronic transmission system.


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“Approved Electronic Platform” means IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Agent to be its electronic transmission system.
“Arrangers” means JPMorgan, Citibank, N.A., BofA Securities, Inc. and Deutsche Bank Securities Inc., in their capacities as joint lead arrangers and joint bookrunners for the credit facility established hereunder.
“Assignment and Assumption” means an assignment and assumption entered into by a Bank and an Eligible Assignee (with the consent of any Person whose consent is required by Section 11.5), and accepted by the Agent, in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Agent.
“Available Tenor” has the meaning set forth in Section 4.6.
“Bail-In Action” has the meaning set forth in Section 11.17.
“Bail-In Legislation” has the meaning set forth in Section 11.17.
“Bank-Related Party” and “Bank-Related Parties” have the meanings set forth in Section 11.9(c).
“Bankruptcy Event” means, with respect to any Person, that such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
“Banks” means the Persons listed on Schedule I and any other Person that shall have become a Bank pursuant to Section 2.2, 2.3 or 11.5, other than any such Person that ceases to be a party hereto pursuant to Section 2.3 or 11.5.
“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% per annum and (c) the Term SOFR for a one-month Interest Period as published two (2) U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1.0% per annum. For purposes of clause (c) above, the Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR
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Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology); provided that if such rate shall be less than zero, such rate shall be deemed to be zero. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Term SOFR, as the case may be. If the Base Rate is being used as an alternate rate of interest pursuant to Section 4.2(c)(iii) or 4.6 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 4.6(a)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. Notwithstanding the foregoing, if the Base Rate as determined pursuant to the foregoing would be less than 1.0% such rate shall be deemed to be 1.0% for purposes of this Agreement.
“Base Rate Advance” means an Advance that bears interest at a rate determined by reference to the Base Rate.
“Base Rate Borrowing” means any Borrowing comprised of Base Rate Advances.
“Benchmark” has the meaning set forth in Section 4.6.
“Benchmark Replacement” has the meaning set forth in Section 4.6.
“Benchmark Replacement Adjustment” has the meaning set forth in Section 4.6.
“Benchmark Replacement Date” has the meaning set forth in Section 4.6.
“Benchmark Transition Event” has the meaning set forth in Section 4.6.
“Benchmark Unavailability Period” has the meaning set forth in Section 4.6.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Borrower” means the Lead Borrower or any Subsidiary Borrower.
“Borrower Assumption Agreement” has the meaning set forth in Section 8.2(d)(ii).
“Borrower Communications” means, collectively, any Borrowing Request, any Interest Election Request, any notice of prepayment, any notice of termination or reduction of Commitments or any other notice, demand, communication, information, document or other material provided by or on behalf of any Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by any Borrower to the Agent through an Approved Borrower Portal.
“Borrower Materials” has the meaning set forth in Section 8.1.
“Borrowing” means Advances of the same Type and currency made, converted or continued on the same date and to the same Borrower and, in the case of Term Benchmark Advances, as to which a single Interest Period is in effect.
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“Borrowing Minimum” means, in respect of Advances denominated in Dollars, $10,000,000 and, in respect of Advances denominated in Euro, €10,000,000.
“Borrowing Request” means a request by a Borrower (or the Lead Borrower on its behalf) for a Borrowing in accordance with Section 5.1, which shall be substantially in the form approved by the Agent and separately provided to the Lead Borrower prior to the Effective Date or any other form approved by the Agent and the Lead Borrower.
“Bribery Act” means the United Kingdom Bribery Act of 2010.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that (a) when used in connection with a Term SOFR Advance or a Daily Simple SOFR Advance and any interest rate settings, fundings, disbursements, settlements or payments of any Advances referencing the Term SOFR or the Daily Simple SOFR or any other dealings of any Advances referencing the Term SOFR or the Daily Simple SOFR, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day and (b) when used in connection with a EURIBOR Advance or the calculation or computation of the EURIBO Rate, the term “Business Day” shall also exclude any day that is not a TARGET Day.
“CAE Settlement” means the settlement agreement to resolve, to the fullest extent possible, all litigation and alleged claims involving the Combat Arms Earplugs (CAE) sold or manufactured by Aearo Technologies LLC and certain of its related entities and/or the Lead Borrower, including claims that are part of the multi-district litigation in the Northern District of Florida and, separately, claims in the coordinated state court action in Minnesota, as well as future claims that may be filed, and in connection with which, if all conditions therein are met, the Lead Borrower will contribute a total amount of $6.01 billion between 2023 and 2029, which is structured under the settlement to include $5.01 billion in cash consideration and $1 billion in Lead Borrower common stock, par value $0.01 per share, all as described in the Master Settlement Agreements dated as of August 29, 2023 and the Lead Borrower’s Form 8-K dated August 29, 2023.
“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation or exempted company, any and all equivalent ownership interests in a Person (other than a corporation or exempted company), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any debt security convertible into or exchangeable for any of the foregoing.
“Category” means, for any day, the Category that is applicable on such day as set forth in the table below based upon the Ratings by S&P, Moody’s and Fitch in effect on such day:
Category
S&P/Moody’s/Fitch Rating
Category 1
A+/A1/A+ or higher
Category 2
A/A2/A
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Category 3
A-/A3/A-
Category 4
BBB+/Baa1/BBB+
Category 5
BBB/Baa2/BBB or lower
For purposes of the foregoing, (a) if any of S&P, Moody’s or Fitch shall not have in effect a Rating, (i) if only one rating agency shall not have in effect a Rating, the applicable Category shall be determined by reference to the remaining two effective Ratings, (ii) if two rating agencies shall not have in effect a Rating, the applicable Category shall be determined by reference to the remaining effective Rating and (iii) if no rating agency shall have in effect a Rating, then the applicable Category shall be Category 5; (b) if the Ratings in effect shall fall within different Categories, then (i) if three Ratings are in effect, then either (x) if two of the three Ratings are in the same Category, such Category shall apply or (y) if all three of the Ratings are in different Categories, then the Category corresponding to the middle Rating shall apply and (ii) if only two Ratings are in effect, the applicable Category shall be the Category in which the higher of the Ratings shall fall unless the Ratings differ by two or more Categories, in which case the applicable Category shall be the Category next below that of the higher of the two Ratings; and (c) if the Ratings established or deemed to have been established by S&P, Moody’s and Fitch shall be changed (other than as a result of a change in the rating system of such rating agency), such change shall be effective as of the third Business Day following the date on which it is first announced by the applicable rating agency.
Each change in the applicable Category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of S&P, Moody’s or Fitch shall change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, the Lead Borrower and the Banks shall negotiate in good faith to reflect such changed rating system or the unavailability of Ratings from such rating agency in an amendment and, pending the effectiveness of any such amendment, the applicable Category shall be determined by reference to the Rating from such rating agency most recently in effect prior to such change or cessation.
“CBR Advance” means an Advance that bears interest at a rate determined by reference to the Central Bank Rate.
“CBR Spread” means, with respect to any CBR Advance at any time, the Applicable Margin that would be applicable at such time to the Advance that was converted into such CBR Advance in accordance herewith.
“Central Bank Rate” means the greater of (a) (i) one of the following three rates as may be selected by the Agent in its reasonable discretion: (A) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto) or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (B) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (C) the rate for
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the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, plus (ii) the applicable Central Bank Rate Adjustment and (b) zero.
“Central Bank Rate Adjustment” means, for any day, a rate equal to the difference (which may be a positive or negative value or zero) of (a) the average of the EURIBO Rate for the five most recent Business Days preceding such day for which the EURIBO Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBO Rate applicable during such period of five (5) Business Days) minus (b) the Central Bank Rate in effect on the last Business Day in such period. For purposes of this definition, (i) the term Central Bank Rate shall be determined disregarding clause (a)(ii) of the definition of such term and (ii) the EURIBO Rate on any day shall be based on the EURIBO Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in Euro for a maturity of one month; provided that if such rate as so determined shall be less than zero, such rate shall be deemed to be zero.
“Change of Control” means that any Person or group of Persons (within the meaning of Section 13 or 14 of the Exchange Act) (other than any savings, pension or other benefit plan for the benefit of employees of the Lead Borrower or its Subsidiaries) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of 50% or more in voting power of the issued and outstanding Voting Stock of the Lead Borrower; provided that the occurrence of any Permitted Parent Holding Company Transaction shall not be deemed to constitute a Change of Control.
“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (or a successor administrator).
“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.
“Commitment” means, with respect to each Bank, (a) the Dollar amount set forth opposite such Bank’s name on Schedule I hereto or if such Bank is an Additional Bank or if such Bank has entered into an Assignment and Assumption, the Dollar amount set forth for such Bank in the records maintained by the Agent, as such amount may be reduced pursuant to Section 5.4 or increased pursuant to Section 2.2, or (b) the commitment of that Bank to make Advances hereunder, as the context may require.
“Commitment Termination Date” means August 17, 2031, subject to the extension thereof pursuant to Section 2.3 or, if earlier, the date on which the Banks’ Commitments are terminated pursuant to Section 5.4 or 9.2; provided, however, that (a) the Commitment Termination Date of any Bank that is a Non-Consenting Bank to any requested extension pursuant to Section 2.3 shall be the Commitment Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement and (b) if any Commitment Termination Date would fall on a date that is not a Business Day, then such Commitment Termination Date shall be the immediately preceding Business Day.

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“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Agent or any Bank through an Approved Electronic Platform.
“Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Advance denominated in Dollars, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Agent decides, following consultation with the Borrower, in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Corresponding Tenor” has the meaning set forth in Section 4.6.
“Credit Exposure” means, with respect to any Bank (a) at any time prior to termination of the Commitments in full, such Bank’s Commitment (whether used or unused) or (b) thereafter, such Bank’s Outstandings.
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day, a “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if Daily Simple SOFR as so determined would be less than zero, such rate shall be deemed to be zero. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR. If by 5:00 p.m., New York City time, on the second U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website.
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“Daily Simple SOFR Advance” means an Advance that bears interest at a rate determined by reference to the Daily Simple SOFR.
“Daily Simple SOFR Borrowing” means any Borrowing comprised of Daily Simple SOFR Advances.
“Default” means an event that, with the giving of notice, the passage of time or both, would constitute an Event of Default.
“Defaulting Bank” means any Bank that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Advances or (ii) pay over to the Agent or any other Bank any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Bank notifies the Agent in writing that such failure is the result of such Bank’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Lead Borrower, the Agent or any Bank in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Bank’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding an Advance under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Bank that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances under this Agreement, provided that such Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon the Agent’s receipt of such certification in form and substance satisfactory to it and the Agent, or (d) has become the subject of a Bankruptcy Event or a Bail-In Action.
“Documentation Agents” means Bank of America, N.A. and Deutsche Bank Securities Inc., in their capacity as the documentation agents for the credit facility established hereunder.
“Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in Dollars, such amount and (b) with respect to any amount in Euro, the equivalent in Dollars of such amount, determined by the Agent pursuant to Section 1.7 using the Exchange Rate at the time in effect for such amount under the provisions of such Section.
“Dollars” and the “$” sign each means lawful currency of the United States of America.
“Domestic Subsidiary” means each Subsidiary of the Lead Borrower that is organized under the laws of the United States, any state thereof, or the District of Columbia.
“EBITDA” means, for any period:
(a)    net income (or net loss) for the Lead Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; plus
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(b)    the sum of the following, without duplication, to the extent deducted in determining such net income (or net loss) for such period: (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) extraordinary, unusual or non-recurring charges, (vi) all losses arising from the extinguishment of indebtedness, (vii) other non-cash charges (including, without limitation, impairment charges, non-cash operating costs and non-cash share based compensation expense), (viii) charges related to, arising out of or in connection with the June 2023 PWS Settlement and (ix) charges related to, arising out of or in connection with the CAE Settlement, less
(c)    the sum of the following, without duplication, to the extent included in the determination of such net income (or net loss) for such period: (i) extraordinary, unusual or non-recurring income or gain and (ii) other non-cash income or gain (excluding any non-cash income or gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced net income or EBITDA in any prior period);
provided that if there shall exist any JV Subsidiary during such period and the Lead Borrower has elected to exclude liabilities of such JV Subsidiary from the definition of “Funded Debt” in accordance with the definition thereof, then “EBITDA” shall be calculated by excluding therefrom any portion thereof attributable to such JV Subsidiary and its Subsidiaries, except to the extent of the amount of cash dividends or similar cash distributions actually received by the Lead Borrower and its other Subsidiaries during such period.
Notwithstanding anything to the contrary herein or in any classification under GAAP of any Person, business, assets or operations, in respect of which a definitive agreement for the disposition, abandonment, transfer, closure or discontinuation of operations thereof has been entered into, as discontinued operations, no pro forma effect shall be given to any discontinued operations (and the income or loss attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition, abandonment, transfer, closure or discontinuation of operations shall have been consummated.
“EBITDA to Interest Ratio” means, as of the last day of any fiscal quarter of the Lead Borrower, the ratio of (i) EBITDA of the Lead Borrower and its Subsidiaries for the period of four consecutive fiscal quarters of the Lead Borrower then ended to (ii) interest expense on, and amortization of debt discount in respect of, all Funded Debt of the Lead Borrower and its Subsidiaries during such period of four consecutive fiscal quarters; provided that if
the Lead Borrower or any of its Subsidiaries shall have consummated an acquisition or a disposition during such period, then (x) in the case of any such acquisition or disposition with respect to which the Lead Borrower is required to prepare and file, or has prepared and filed, with the SEC pro forma financial statements pursuant to Regulation S-X, “EBITDA to Interest Ratio” shall be calculated, and (y) in the case of any other such acquisition or disposition (regardless of its significance), “EBITDA to Interest Ratio” may, at the option of the Lead Borrower, be calculated, in each case, on a pro forma basis in accordance with Article 11 of Regulation S-X, as if such acquisition or disposition as
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applicable, and any related incurrence or repayment of Funded Debt had occurred on the first day of such period.
“EEA Financial Institution” has the meaning set forth in Section 11.17.
“EEA Member Country” has the meaning set forth in Section 11.17.
“EEA Resolution Authority” has the meaning set forth in Section 11.17.
“Effective Date” means the date on which the conditions precedent set forth in Section 6.1 have been satisfied, which date is acknowledged to be August 17, 2026.
“Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
“Eligible Assignee” means (i) any Bank or any Affiliate of any Bank; (ii) a commercial bank organized under the laws of the United States or any state thereof; or (iii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of such country; provided that (w) neither the Borrowers nor any Affiliate of the Borrowers shall be an Eligible Assignee, (x) no Defaulting Bank or a Person that would be Defaulting Bank upon effectiveness of the applicable assignment shall be an Eligible Assignee, (y) any Eligible Assignee or any corporation controlling such Eligible Assignee must also have senior unsecured long-term debt ratings which are rated at least A- (or the equivalent) as publicly announced by S&P or Fitch or A3 (or the equivalent) as publicly announced by Moody’s, and (z) any Eligible Assignee or any corporation controlling such Eligible Assignee must have shareholders’ equity in an amount not less than $3,000,000,000.
“Entitled Person” has the meaning set forth in Section 5.6.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and rulings issued thereunder.
“EU Bail-In Legislation Schedule” has the meaning set forth in Section 11.17.
“EURIBO Rate” means, with respect to any Borrowing denominated in Euro for any Interest Period, the rate obtained by dividing (a) the EURIBO Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period by (b) a percentage equal to 100% minus the reserve percentage (expressed as a percentage) applicable to “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board); provided that if EURIBO Rate as so determined would be less than zero, such rate shall be deemed to be zero.
“EURIBO Screen Rate” means a rate per annum equal to the euro interbank offered rate administered by the European Money Markets Institute (or any other Person which takes over the administration of such rate) for the applicable period displayed (before any correction, recalculation or republication by the administrator) on the Reuters screen page
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that displays such rate (currently EURIBOR01) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Agent from time to time in its reasonable discretion).
“EURIBOR Advance” means an Advance that bears interest at a rate determined by reference to the EURIBO Rate.
“EURIBOR Borrowing” means any Borrowing comprised of EURIBOR Advances.
“Euro” means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended from time to time and as referred to in the EMU legislation.
“Event of Default” means an event specified in Section 9.1.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
“Exchange Rate” means, on any day, for purposes of determining the Dollar Equivalent of an amount denominated in Euro, the rate at which Euro may be exchanged into Dollars at the time of determination on such day as last provided (either by publication or as may otherwise be provided to the Agent) by the applicable Reuters source on the Business Day (determined based on New York City time) immediately preceding such day of determination (or, if a Reuters source ceases to be available or Reuters ceases to provide such rate of exchange, as last provided by such other publicly available information service that provides such rate of exchange at such time as shall be selected by the Agent from time to time in its reasonable discretion).
“Exchange Rate Date” means, with respect to any Advance denominated in Euro, each of the following: (a) the date of the borrowing of such Advance, (b) each date of a conversion into or continuation of such Advance pursuant to the terms of this Agreement and (c) each other date that the Agent shall designate as an “Exchange Rate Date” at any time when an Event of Default exists.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Bank or the Agent or required to be withheld or deducted from a payment to any Bank or the Agent: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Bank or the Agent, as applicable, being organized or incorporated under the laws of, or having its principal or relevant office or, in the case of any Bank, its applicable or relevant lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Bank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Bank with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (i) such Bank acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Lead Borrower under Section 2.3(b) or 4.5) or (ii) such Bank changes its lending office, except to the extent that, pursuant to
12

Section 5.5, amounts with respect to such Taxes were payable either to such Bank’s assignor immediately before such Bank acquired the applicable interest in the Advance or Commitment or to such Bank immediately before it changed its lending office, (c) Taxes attributable to a failure by such Bank or the Agent to comply with Section 5.5(d), and (d) any Taxes imposed under FATCA.
“Existing Credit Agreement” means that certain Five Year Credit Agreement, dated as of May 11, 2023 (as amended by that certain Amendment No. 1 to the Five Year Credit Agreement, dated as of July 7, 2023 and that certain Amendment No. 2 to the Five Year Credit Agreement, dated as of September 18, 2023), among the Lead Borrower, the banks from time to time party thereto and JPMorgan, as administrative agent.
“Extension Date” has the meaning set forth in Section 2.3(a).
“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code (or any amended or successor version described above), and any fiscal or regulatory legislation, rules, guidance notes or practices adopted pursuant to any such intergovernmental agreement, treaty or convention among Governmental Authorities and implementing the foregoing.
“FCPA” means the United States Foreign Corrupt Practices Act of 1977.
“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Fee Letter” means one or more separate agreements between the Lead Borrower and JPMorgan, in each case, relating to the credit facility established hereunder, setting forth the terms of certain fees to be paid by the Lead Borrower to the Agent for the benefit of the Banks and/or for the Agent’s own behalf, as more fully set forth therein.
“Fitch” means Fitch Ratings Inc. and any successor to its ratings agency business.
“Floor” has the meaning set forth in Section 4.6.
“Foreign Bank” means a Bank that is not a U.S. Person.
“Funded Debt” means the sum of (i) all indebtedness for borrowed money of the Lead Borrower and its Subsidiaries, (ii) all purchase money obligations of the Lead Borrower
13

and its Subsidiaries, (iii) all obligations of the Lead Borrower and its Subsidiaries under any finance lease and (iv) the face amount of all letters of credit issued for the account of the Lead Borrower and its Subsidiaries to the extent drawn; provided that (a) at any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or, in the case of a tender offer or a similar transaction, the termination of such offer or similar transaction) (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt) shall be excluded from the definition of “Funded Debt” and (b) at the election of the Lead Borrower (upon written notice to the Agent), all liabilities which would otherwise constitute “Funded Debt” pursuant to the foregoing clauses (i), (ii), (iii) and (iv) of any JV Subsidiary may be excluded from the definition “Funded Debt” to the extent such liabilities are not, directly or indirectly, guaranteed by or otherwise recourse to the Lead Borrower or any of its other Subsidiaries (other than any Subsidiaries that are Subsidiaries of such JV Subsidiary and other than any recourse arising solely as a result of a pledge of the Capital Stock of such JV Subsidiary as collateral for such liabilities). All determinations under this definition shall be made with respect to the Lead Borrower and its Subsidiaries on a consolidated basis.
“GAAP” has the meaning set forth in Section 1.6.
“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).
“Guaranteed Obligations” has the meaning set forth in Section 11.20(a).
“Indemnified Party” or “Indemnified Parties” has the meaning set forth in Section 11.9.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower under this Agreement and (b) to the extent not otherwise described in clause (a), Other Taxes.
“Interest Election Request” means a request by a Borrower (or the Lead Borrower on its behalf) to convert or continue a Borrowing in accordance with Section 4.2(a), which shall be substantially in the form approved by the Agent and separately provided to the Lead Borrower prior to the Effective Date or any other form approved by the Agent and the Lead Borrower.
“Interest Period” means, for each Term Benchmark Borrowing, the period commencing on the date of such Term Benchmark Borrowing and ending on the numerically corresponding
14

day in the calendar month that is one, three or six months thereafter, in each case, selected by the applicable Borrower pursuant hereto; provided that:
(a)    the Borrowers may not select any Interest Period that ends after any Commitment Termination Date unless, after giving effect to any reduction of the Commitments on such Commitment Termination Date, the aggregate principal amount of Base Rate Advances and of Term Benchmark Advances having an Interest Period that end on or prior to such Commitment Termination Date shall be at least equal to the aggregate principal amount of Advances due and payable on or prior to such Commitment Termination Date;
(b)    no tenor that has been removed from the definition pursuant to Section 4.6(d) shall be available for specification in any Borrowing Request or Interest Election Request;
(c)    whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and
(d)    any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.
For purposes of this definition, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
“IRS” means the U.S. Internal Revenue Service.
“JPMorgan” means JPMorgan Chase Bank, N.A., a national banking association.
“Judgment Currency” has the meaning set forth in Section 5.6.
“June 2023 PWS Settlement” means the proposed class-action settlement, subject to court approval, to resolve a wide range of drinking water claims by public water systems in the United States regarding any per- or poly-fluoroalkyl substance, and in connection with which, if so approved by the applicable court and all conditions therein are met, the Lead Borrower will pay $10.5 billion to $12.5 billion in total to resolve the claims released thereby, all as described in the Settlement Agreement dated as of June 22, 2023 and the Lead Borrower’s Form 8-K dated June 22, 2023.
“JV Subsidiary” means any Subsidiary of the Lead Borrower that is not a Wholly Owned Subsidiary, provided that not more than 60% of the voting power of all the issued and
15

outstanding Voting Stock of such Subsidiary is owned, directly or indirectly, by the Lead Borrower.
“Lead Borrower” means 3M Company, a Delaware corporation.
“Loan Documents” means this Agreement, the Notes, each Subsidiary Borrower Joinder Agreement, each Subsidiary Borrower Termination, each Borrower Assumption Agreement, any Permitted Parent Holding Company Joinder Agreement, each agreement referred to in Section 2.2(c)(i) and, other than for purposes of Section 11.4, any Fee Letter, together with all amendments, modifications and restatements thereof.
“Material Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition by the Lead Borrower or any of its Subsidiaries of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition by the Lead Borrower or any of its Subsidiaries of Capital Stock of any Person not previously a Subsidiary of the Lead Borrower, including the acquisition of Capital Stock in a joint venture or other non-wholly owned entity that is not a Subsidiary of the Lead Borrower, or otherwise causing any Person to become a Subsidiary of the Lead Borrower, (c) a merger or consolidation or any other combination by the Lead Borrower or any of its Subsidiaries with another Person (other than a Person that is the Lead Borrower or a Subsidiary) or (d) the acquisition of assets by the Lead Borrower or any of its Subsidiaries that are expected to be used in whole or in part in the normal operations of the Lead Borrower or its Subsidiaries, provided in each case of clauses (a) through (d) above, the total consideration for such transaction or series of related transactions is equal to or greater than $350 million.
“Material Adverse Effect” means a material adverse effect on (a) the consolidated financial condition or results of operations of the Lead Borrower and its Subsidiaries taken as a whole, (b) the ability of the Lead Borrower to perform any of its payment obligations under this Agreement, or (c) the rights and remedies of the Agent or any Bank against the Borrowers under this Agreement, taken as a whole.
“Moody’s” means Moody’s Investors Service, Inc. and any successor to its ratings agency business.
“Non-Consenting Bank” has the meaning set forth in Section 2.3(b).
“Note” means a note in substantially the form of Exhibit C hereto with all blanks appropriately completed, together with any modifications and extensions thereof and any note or notes issued in renewal thereof or substitution or replacement therefor.
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New
16

York City time, on such day received by the Agent from a federal funds broker of recognized standing selected by it; provided further that if the NYFRB Rate as so determined would be less than zero, such rate shall be deemed to be zero.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“Other Connection Taxes” means, with respect to any Bank or the Agent, Taxes imposed as a result of a present or former connection between such Bank or the Agent, as applicable, and the jurisdiction imposing such Tax (other than connections arising solely from such Bank or the Agent, as applicable, having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any other Loan Document, or sold or assigned an interest in any Advance or Loan Document pursuant to Section 2.3(b) or 4.5).
“Obligations” means (a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Advances, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (b) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrowers under this Agreement and the other Loan Documents.
“Other Taxes” means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.3(b) or 4.5).
“Outstandings” means, at any time with respect to any Bank, an amount equal to the sum of the Dollar Equivalents of the principal amount of that Bank’s Advances then outstanding.
“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day as an Overnight Bank Funding Rate.
“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the NYFRB Rate and (ii) an overnight rate reasonably determined
17

by the Agent in accordance with banking industry rules on interbank compensation and (b) with respect to any amount denominated in Euro, an overnight rate determined by the Agent in accordance with banking industry rules on interbank compensation.
“Participant” has the meaning set forth in Section 11.5(b).
“Participant Register” has the meaning set forth in Section 11.5(b).
“Payee” has the meaning set forth in Section 5.5(a).
“Payment” has the meaning set forth in Section 10.7(c).
“Payment Notice” has the meaning set forth in Section 10.7(c)(ii).
“Percentage” means, with respect to each Bank, the ratio of (i) that Bank’s Credit Exposure to (ii) the aggregate Credit Exposure of all of the Banks.
“Permitted Parent Holding Company” has the meaning set forth in the definition of “Permitted Parent Holding Company Transaction.”
“Permitted Parent Holding Company Joinder Agreement” has the meaning set forth in the definition of “Permitted Parent Holding Company Transaction.”
“Permitted Parent Holding Company Transaction” means any transaction or series of transactions pursuant to which a new holding company structure is implemented above the Lead Borrower; provided that (a) the new holding company (the “Permitted Parent Holding Company”) shall be a newly organized corporation organized under the laws of the United States, any State thereof or the District of Columbia, (b) immediately upon the consummation of such transaction or series of transactions, (i) the Lead Borrower shall be a Wholly Owned Subsidiary of the Permitted Parent Holding Company and each Subsidiary Borrower shall be a Subsidiary of the Permitted Parent Holding Company, (ii) the holders of the Capital Stock of the Lead Borrower shall hold Capital Stock of such Permitted Parent Holding Company in substantially the same proportions and with substantially the same respective percentages of the voting rights as they held in the Lead Borrower immediately prior thereto and (iii) such transaction or series of transactions does not constitute a transfer of all or substantially all of the consolidated assets of the Lead Borrower and its Subsidiaries, taken as a whole, to any Person (other than to the Permitted Parent Holding Company or any of its Wholly Owned Subsidiaries), (c) substantially concurrently with the consummation of such transaction or series of transactions, the Permitted Parent Holding Company and the Lead Borrower shall enter into an agreement, in form and substance reasonably satisfactory to the Agent (the “Permitted Parent Holding Company Joinder Agreement”), pursuant to which the Permitted Parent Holding Company shall be substituted for, and shall have all the rights and obligations of, the Lead Borrower under this Agreement and the other Loan Documents, including obligations of the Lead Borrower under Section 11.20, provided that, if so elected by the Permitted Parent Holding Company and the Lead Borrower, the Permitted Parent Holding Company Joinder Agreement may provide that the Permitted Parent Holding Company shall not be a borrower hereunder and shall instead be a guarantor of all obligations of the Lead Borrower
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hereunder pursuant to Section 11.20, in which case the Lead Borrower shall retain its rights and obligations solely in its capacity as a borrower hereunder, (d) the Permitted Parent Holding Company shall deliver to the Agent such documents, certificates and opinions as the Agent may reasonably request relating to the Permitted Parent Holding Company, the Permitted Parent Holding Company Joinder Agreement and the transactions contemplated thereby, and (e) the Agent and the Banks shall have received, at least three (3) Business Days prior to the date of effectiveness of the Permitted Parent Holding Company Joinder Agreement, (x) all documentation and other information regarding the Permitted Parent Holding Company required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, that has been reasonably requested by the Agent or any Bank and (y) to the extent the Permitted Parent Holding Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary beneficial ownership certificate in relation to such Person, it being agreed that upon the execution and delivery to the Agent of the Permitted Parent Holding Company Joinder Agreement and the satisfaction of the other conditions set forth in this definition, the Permitted Parent Holding Company shall become a party to this Agreement, shall succeed to and assume all the rights and obligations of the Lead Borrower under this Agreement and the other Loan Documents (including, subject to the proviso set forth in clause (c) above, all obligations in respect of outstanding Advances made to the Lead Borrower) and shall thenceforth, for all purposes of this Agreement and the other Loan Documents, be the “Lead Borrower”.
“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or other entity or any Governmental Authority.
“Pricing Grid” means the grid set forth below:
Category
Applicable Fee Percentage
(bps per annum)
Applicable Margin for Term Benchmark/
Daily Simple SOFR Advances
(bps per annum)
Applicable Margin for Base Rate Advances (bps per annum)
Category 1
5.0
62.5
0.0
Category 2
7.0
75.0
0.0
Category 3
8.0
87.5
0.0
Category 4
9.0
100.0
0.0
Category 5
11.0
112.5
12.5
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Agent) or any similar release by the Federal Reserve Board (as
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reasonably determined by the Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Proceeding” has the meaning set forth in Section 11.9.
“Ratings” means, with respect to S&P, Moody’s or Fitch, the ratings of the Lead Borrower’s senior, unsecured, non-credit enhanced long-term debt for borrowed money by S&P, Moody’s or Fitch, as the case may be.
“Reference Time” has the meaning set forth in Section 4.6.
“Register” has the meaning set forth in Section 11.5(f)(i).
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.
“Related Person” of any Person means (a) any controlling Person, controlled Affiliate or Subsidiary of such Person, (b) the respective directors, officers or employees of such Person or any of its Subsidiaries, controlled Affiliates or controlling Persons and (c) the respective agents of such Person or any of its Subsidiaries, controlled Affiliates or controlling Persons.
“Relevant Governmental Body” has the meaning set forth in Section 4.6.
“Relevant Rate” has the meaning set forth in Section 4.6.
“Required Banks” means, at any time, Banks holding more than fifty percent (50%) of the Aggregate Commitment Amount at such time or, if the Commitments have been terminated at such time pursuant to Section 5.4 or 9.2, Banks owed more than 50% of the Aggregate Outstandings at such time; provided that the Commitment of, and the Advances held by, any Defaulting Bank shall be excluded for purposes of making a determination of Required Banks.
“Resolution Authority” has the meaning set forth in Section 11.17.
“Reuters” means Thomson Reuters Corporation, Refinitiv or, in each case, a successor thereto.
“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its ratings agency business.
“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any Sanctions.
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security
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Council, the United Kingdom, the European Union, any EU member state or Canada, (b) any Person operating, organized or resident in a Sanctioned Country to the extent such Person is the subject of Sanctions, or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, any EU member state or Canada.
“SEC” has the meaning set forth in Section 7(c).
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the NYFRB’s Website or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Determination Date” has the meaning set forth in the definition of “Daily Simple SOFR”.
“SOFR Rate Day” has the meaning set forth in the definition of “Daily Simple SOFR”.
“Specified Currency” has the meaning set forth in Section 5.6.
“Subsidiary” of any specified Person means any other Person of which such first Person owns (either directly or indirectly through one or more other Subsidiaries) a majority of the voting power of the issued and outstanding Voting Stock of such other Person.
“Subsidiary Borrower” means any Domestic Subsidiary of the Lead Borrower that becomes a “Subsidiary Borrower” pursuant to Section 11.19(a), except any such Domestic Subsidiary that has ceased to be a Subsidiary Borrower as provided in Section 11.19(b).
“Subsidiary Borrower Joinder Agreement” means a Subsidiary Borrower Joinder Agreement substantially in the form of Exhibit B-1.
“Subsidiary Borrower Termination” means a Subsidiary Borrower Termination substantially in the form of Exhibit B-2.
“Syndication Agent” means Citibank, N.A., in its capacity as the syndication agent for the credit facility established hereunder.
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“T2” means the real time gross settlement system operated by the Eurosystem (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Agent to be a suitable replacement).
“TARGET Day” means any day on which T2 is open for the settlement of payments in Euro.
“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges in the nature of a tax imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term Benchmark Advance” means any Advance that bears interest at a rate determined by reference to the Term SOFR (other than as a result of clause (c) of the definition of “Base Rate”) or the EURIBO Rate.
“Term Benchmark Borrowing” means a Borrowing comprised of Term Benchmark Advances.
“Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR Reference Rate”.
“Term SOFR” means, with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two (2) U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that if the Term SOFR as so determined would be less than zero, such rate shall be deemed to be zero.
“Term SOFR Advance” means an Advance that bears interest at a rate determined by reference to the Term SOFR.
“Term SOFR Borrowing” means any Borrowing comprised of Term SOFR Advances.
“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m., New York City time, on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.
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“Type”, when used in reference to any Advance or Borrowing, refers to whether the rate of interest on such Advance, or on the Advances comprising such Borrowing, is determined by reference to the Term SOFR (other than solely as a result of clause (c) of the definition of “Base Rate”), the EURIBO Rate or the Base Rate.
“Unadjusted Benchmark Replacement” has the meaning set forth in Section 4.6.
“UK Financial Institution” has the meaning set forth in Section 11.17.
“UK Resolution Authority” has the meaning set forth in Section 11.17.
“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.
“Wholly Owned Subsidiary” means, with respect to any Person, a Subsidiary of such Person 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by applicable law to be owned by a resident of the relevant jurisdiction) are owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.
“Write-Down and Conversion Powers” has the meaning set forth in Section 11.17.
1.2    Terms Generally.
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Except as
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otherwise provided herein and unless the context requires otherwise (a) any definition of or reference to any agreement (including any Loan Document), instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, regulation or other law herein shall be construed (i) as referring to such statute, regulation or other law as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor statutes, regulations or other laws) and (ii) to include all official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement.
1.3    Headings.
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
1.4    Interest Rates; Benchmark Notification.
The interest rate on an Advance denominated in Dollars or Euro may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 4.6(a) provides a mechanism for determining an alternative rate of interest. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including, without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Bank or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses
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(whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
1.5    Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its equity interests at such time.
1.6    GAAP.
Except as otherwise stated in this Agreement, all terms of an accounting or financial nature shall be construed in accordance with, and all financial information provided to the Agent or the Banks and all calculations for compliance with financial covenants will be made using, generally accepted accounting principles as in effect in the United States of America from time to time (“GAAP”) consistently applied. If the Lead Borrower notifies the Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Lead Borrower that the Required Banks request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided that, if any change in GAAP occurs that would impact any financial covenant hereunder, such financial covenants shall be subject to GAAP as in effect immediately prior to such change until an agreement by the parties is reached to maintain the original intent of such financial covenant.
1.7    Dollar Equivalent.
The Agent shall determine the Dollar Equivalent of any Advance denominated in Euro as of each applicable Exchange Rate Date, in each case using the Exchange Rate, and each such amount shall be the Dollar Equivalent of such Advance until the next required calculation thereof pursuant to this sentence.
2.    LINE OF CREDIT
2.1    Advances.
Each Bank (acting through any of its branches or Affiliates) severally agrees, on the terms and conditions hereinafter set forth, to make loans in Dollars or Euro (each, an “Advance”) to any Borrower from time to time on any Business Day during the period from the Effective Date until the Commitment Termination Date applicable to such Bank; provided, however, that no Bank shall have any obligation to make any Advance if, after giving effect to such Advance (and after giving
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effect to any application of proceeds of such Advance pursuant to Section 5.3), (i) that Bank’s Outstandings would exceed that Bank’s Commitment or (ii) the Aggregate Outstandings would exceed the Aggregate Commitment Amount. The credit facility established hereby is revolving; subject to the terms and conditions of this Agreement, any Borrower may borrow, prepay pursuant to Section 5.3 and reborrow under this Section 2.1. The obligations of the Banks hereunder shall be several, but not joint.
2.2    Increase of Commitments.
(a)    So long as no Event of Default has occurred and is continuing, the Lead Borrower may from time to time, upon written notice to the Agent (which shall promptly provide a copy of such notice to each Bank), propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $5,250,000,000 (the amount of any such increase, the “Additional Commitment Amount”). Each Bank may, not more than ten (10) Business Days following receipt of such notice, elect by written notice to the Lead Borrower and the Agent to participate in the requested increase of Commitments and the amount of such participation. No Bank shall have any obligation to increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Bank to increase its Commitment shall be made in its sole discretion independently from any other Bank. Any Bank that does not respond to a request to increase its Commitment hereunder shall be deemed to have declined such request.
(b)    The Lead Borrower may designate any new bank or other financial institution to provide any portion of the Additional Commitment Amount and become a party to this Agreement, subject to agreement of such new bank or other financial institution; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee, must have a Commitment of not less than $25,000,000 and must in all other respects be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed. The sum of the Commitments of the Additional Banks pursuant to this Section 2.2(b) shall not in the aggregate exceed the amount of the Additional Commitment Amount that shall have been unsubscribed for by the existing Banks pursuant to Section 2.2(a).
(c)    An increase in the Aggregate Commitment Amount pursuant to this Section 2.2 shall become effective upon the receipt by the Agent of (i) an agreement in form and substance reasonably satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each Bank whose Commitment is to be increased, setting forth the new Commitments of such Additional Banks and such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and (ii) such evidence of appropriate corporate authorization on the part of the Borrowers, and such opinions of counsel for the Borrowers, with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request.
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(d)    Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments added through such agreement.
(e)    Upon any increase in the aggregate amount of the Commitments pursuant to this Section 2.2 that is not pro rata among all Banks, within five (5) Business Days, in the case of any Base Rate Advance, and at the end of the then current Interest Period with respect thereto, in the case of any Term Benchmark Advances, the Borrowers shall prepay such Advances in their entirety and, to the extent the Lead Borrower elects to do so and subject to the conditions specified in Section 6.2, the Borrowers shall reborrow Advances from the Banks pro rata based on their respective Commitments after giving effect to such increase, until such time as all outstanding Advances are held by the Banks in such proportion.
2.3    Extension of Commitment Termination Date.
(a)    So long as no Event of Default has occurred and is continuing, the Lead Borrower may, at any one time in any calendar year (but not less than 30 days and not more than 60 days prior to the proposed Extension Date (as defined below)) and on not more than two occasions following the Effective Date, by written notice to the Agent (which shall promptly provide a copy of such notice to each Bank), propose to extend the Commitment Termination Date by one year; provided that the Commitment Termination Date, as so extended, shall not be more than five years after the applicable Extension Date. Such notice shall specify the date (which shall be not less than 15 days after such notice is delivered to the Agent) by which Banks are requested to respond to such request, and the date that such extension is to become effective (the “Extension Date”). Each Bank may, not later than 15 days (or such other date specified by the Lead Borrower in such written notice delivered pursuant to the immediately preceding sentence or any supplement thereto) after such notice is delivered to the Agent, elect by written notice to the Lead Borrower and the Agent to extend its Commitment Termination Date by a period of one year. No Bank shall have any obligation to extend its Commitment Termination Date, and any decision by a Bank to extend its Commitment Termination Date shall be made in its sole discretion independently from any other Bank. Any Bank that does not respond to a request to extend the Commitment Termination Date shall be deemed to be a Non-Consenting Bank.
(b)    If any Bank shall not elect to extend its Commitment Termination Date pursuant to paragraph (a) (each such Bank being a “Non-Consenting Bank”), the Lead Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Banks) which at the time agrees to accept an assignment of the Commitment of the Non-Consenting Bank in accordance with Section 11.5; provided, however, that (i) any Additional Bank must meet the criteria for an Eligible Assignee and must in all other respects be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed; (ii) the amount of the Commitment of any such Additional Bank as a result of such substitution shall in no event be less than $5,000,000 unless
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the amount of the Commitment of such Non-Consenting Bank is less than $5,000,000, in which case such Additional Bank shall assume all of such lesser amount; (iii) any such Non-Consenting Bank shall have been paid (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Advances, if any, of such Non-Consenting Bank plus (B) any accrued but unpaid commitment fees owing to such Non-Consenting Bank as of the effective date of such assignment; (iv) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Bank, and all other accrued and unpaid amounts owing to such Non-Consenting Bank hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Bank; and (v) with respect to any such Additional Bank, the applicable processing and recordation fee required under Section 11.5 for such assignment shall have been paid. To the extent that the Commitment Termination Date is not extended as to any Bank pursuant to this Section 2.3 and the Commitment of such Bank is not assumed in accordance with this subsection (b), the Commitment of such Non-Consenting Bank shall automatically terminate in whole on such unextended Commitment Termination Date without any further notice or other action by any Borrower, such Bank or any other Person; provided that such Non-Consenting Bank’s rights under Sections 3.2, 4.4, 5.5 and 11.9 and its obligations under Section 10.4 shall survive the Commitment Termination Date for such Bank as to matters occurring prior to such date.
(c)    If (after giving effect to any assignments pursuant to subsection (b) of this Section 2.3) Banks having Commitments equal to at least 50% of the Aggregate Commitment Amount in effect immediately prior to the applicable Extension Date consent in writing to a requested extension (whether by execution or delivery of an Assignment and Assumption or otherwise) not later than one Business Day prior to such Extension Date, the Agent shall so notify the Lead Borrower, and the Commitment Termination Date then in effect shall be extended for the additional one-year period as described in subsection (a) of this Section 2.3, and all references in this Agreement, and in the Notes to the “Commitment Termination Date” shall, with respect to each Bank other than a Non-Consenting Bank for such extension, refer to the Commitment Termination Date as so extended. Promptly following each extension of the Commitment Termination Date, the Agent shall notify the Banks of the extension of the scheduled Commitment Termination Date in effect immediately prior thereto.
2.4    Evidence of Debt.
(a)    Each Bank shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Bank resulting from each Advance owing to such Bank from time to time, including the amounts of principal and interest payable and paid to such Bank from time to time hereunder in respect of Advances. Each Borrower agrees that upon notice by any Bank to such Borrower (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in order for such Bank to evidence (whether for purposes
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of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Bank, such Borrower shall promptly execute and deliver to such Bank a Note payable to such Bank and its registered assigns in a principal amount up to the Commitment of such Bank.
(b)    The Agent shall maintain a record of (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Assumption delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Bank hereunder and (iv) the amount of any sum received by the Agent from each Borrower hereunder and each Bank’s share thereof.
(c)    Entries made in good faith and in conformity with sound industry standards by the Agent in its records pursuant to subsection (b) above shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from each Borrower to each Bank under this Agreement, absent manifest error; provided, however, that each Borrower shall have the right to inspect such entries and the failure of the Agent to make an entry, or any finding that an entry is incorrect, in such account or accounts shall not limit or otherwise affect the obligations of any Borrower under this Agreement or any other Loan Document.
3.    FEES AND EXPENSES
3.1    Commitment Fee.
The Lead Borrower will pay to the Agent, for the account of each Bank, a commitment fee, which fee shall accrue on the daily amount of such Bank’s unused Commitment from the date of this Agreement through the Commitment Termination Date applicable to such Bank at a rate per annum equal to the Applicable Fee Percentage. Each Bank’s unused Commitment shall be determined by deducting from such Bank’s Commitment such Bank’s Outstandings. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be due and payable quarterly in arrears on the 15th day following such last day, and accrued commitment fees shall also be payable on the final Commitment Termination Date.
3.2    Expenses.
The Lead Borrower shall pay (i) all reasonable and documented attorneys’ fees and out-of-pocket expenses of such attorneys incurred by the Agent in connection with the preparation, negotiation, execution and amendment of this Agreement and the other Loan Documents and (ii) all costs and expenses incurred by the Agent or any of the Banks in connection with the enforcement of this Agreement and the other Loan Documents (including but not limited to reasonable and documented attorneys’ fees and out-of-pocket expenses, which shall be limited to the fees, charges and disbursements of one counsel to the Agent and the Banks (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in
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any relevant jurisdiction) for all such affected Banks, whether paid to outside counsel or allocated to in-house counsel).
3.3    Agent Fees.
The Lead Borrower shall pay to the Agent, for its own account, the administrative agency fees in the amounts set forth in any Fee Letter.
4.    INTEREST; YIELD PROTECTION
4.1    Interest.
(a)    The principal balance of the Advances denominated in Dollars shall bear interest at (i) in the case of Advances comprising each Base Rate Borrowing, the Base Rate plus the Applicable Margin, (ii) in the case of Advances comprising each Term SOFR Borrowing, at the Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin and (iii) in the case of Advances comprising each Daily Simple SOFR Borrowing (if applicable pursuant to Section 4.2(c)(iii) or Section 4.6), at the Daily Simple SOFR plus the Applicable Margin, in each case, subject, however, to imposition of the default rate pursuant to Section 4.3.
(b)    The principal balance of the Advances denominated in Euro comprising each Term Benchmark Borrowing shall bear interest at the EURIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin, subject, however, to imposition of the default rate pursuant to Section 4.3.
4.2    Interest Elections.
(a)    Each Borrowing initially shall be of the permitted Type specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower (or the Lead Borrower on its behalf) may elect to convert such Borrowing, if denominated in Dollars, to a Borrowing of a different permitted Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section and on terms consistent with the other provisions of this Agreement; provided that no Term Benchmark Borrowing may be converted or continued prior to the end of the Interest Period then applicable thereto. A Borrower (or the Lead Borrower on its behalf) may elect different options with respect to different portions of an affected Borrowing, in which case each such portion shall be allocated ratably among the Banks holding the Advances comprising such Borrowing, and the Advances resulting from an election made with respect to any such portion shall be considered a separate Borrowing; provided that, at the commencement of each Interest Period for each Term Benchmark Borrowing, such Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof, except that any Term Benchmark Borrowing that results from a continuation of an outstanding Term Benchmark Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing.
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(b)    To make an election pursuant to this Section 4.2, the applicable Borrower (or the Lead Borrower on its behalf) shall deliver to the Agent a completed Interest Election Request signed by an authorized officer of such Borrower (or, as applicable, of the Lead Borrower) (provided that if such request is delivered through an Approved Borrower Portal, then the foregoing signature requirements may be waived by the Agent in its sole discretion) by not later than (i) in the case of any election to convert any Borrowing denominated in Dollars to, or to continue such Borrowing as, a Term SOFR Borrowing, 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days prior to the effective date of such election, (ii) in the case of any election to continue any Borrowing denominated in Euro for another Interest Period, 1:00 p.m., New York City time, three (3) Business Days prior to the effective date of such election and (iii) in the case of any election to convert any Borrowing denominated in Dollars to a Base Rate Borrowing, 12:00 p.m., New York City time, on the effective date of such election. Each Interest Election Request shall be irrevocable and shall specify (A) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (D) and (E) below shall be specified for each resulting Borrowing), (B) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day, (C) the currency and Type of the resulting Borrowing and (D) if the resulting Borrowing is to be a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. At the end of any Interest Period applicable to a Term Benchmark Borrowing, unless a timely Interest Election Request is delivered by the applicable Borrower (or the Lead Borrower on its behalf) with respect to such Term Benchmark Borrowing in accordance with this Section 4.2, such Term Benchmark Borrowing shall, on the last day of such Interest Period and subject to Section 4.6, be continued as a Term Benchmark Borrowing of the applicable Type with an Interest Period equal to the same duration as the immediately prior Interest Period.
(c)    Notwithstanding anything to the contrary in this Section 4.2 or Section 5.1:
(i)    If an Event of Default has occurred and is continuing and, other than in the case of any Event of Default under clause (j) of Section 9.1, the Agent, at the request of the Required Banks, notifies the Lead Borrower of the application of this paragraph, then, so long as an Event of Default is continuing, (A) no outstanding Borrowing denominated in Dollars may be converted to or continued as a Term Benchmark Borrowing and (B) unless repaid, each Term Benchmark Borrowing denominated in Euro shall, at the end of the Interest Period applicable thereto and subject to Sections 4.2(c)(iii) and 4.6, be continued as a Term Benchmark Borrowing with an Interest Period of one month’s duration.
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(ii)    If any Bank shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Bank or its applicable lending office to make or maintain Term Benchmark Advances, or to determine or charge interest rates based upon the Term SOFR or the EURIBO Rate, then (A) any obligation of such Bank to make or continue Term Benchmark Advances in the affected currency or, in the case of Advances denominated in Dollars, to convert any Advances to Term Benchmark Advances shall be suspended, and (B) if such notice asserts the illegality of such Bank making or maintaining Base Rate Advances the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on such Base Rate Advances of such Bank shall, if necessary to avoid such illegality, be determined by the Agent without reference to the Term SOFR component of the Base Rate, in each case until such Bank notifies the Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Bank (with a copy to the Agent), prepay or, if applicable and such Advances are denominated in Dollars, convert all such Term Benchmark Advances of such Bank to Base Rate Advances (the interest rate on which Base Rate Advances of such Bank shall, if necessary to avoid such illegality, be determined by the Agent without reference to the Term SOFR component
of the Base Rate), either on the last day of the Interest Period therefor (if applicable), if such Bank may lawfully continue to maintain such Term Benchmark Advances to such day, or immediately, if such Bank may not lawfully continue to maintain such Term Benchmark Advances and (y) if such notice asserts the illegality of such Bank determining or charging interest rates based upon the Term SOFR, the Agent shall during the period of such suspension compute the Base Rate applicable to such Bank without reference to the Term SOFR component thereof until the Agent is advised
in writing by such Bank that it is no longer illegal for such Bank to determine or charge interest rates based upon the Term SOFR.
(iii)    Subject to Section 4.6, (A) if the Agent is advised by the Required Banks
(1) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that the Term SOFR or the EURIBO Rate, as applicable, for
such Interest Period will not adequately and fairly reflect the cost to such Banks of making or maintaining their Advances included in such Borrowing for such Interest Period or (2) at any time, that the Daily Simple SOFR will
not adequately and fairly reflect the cost to such Banks of making or maintaining their Advances included in the applicable Daily Simple SOFR Borrowing or (B) if the Agent determines (which determination shall be conclusive absent manifest error) (1) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining Term SOFR or EURIBO
Rate, as the case may be, for the applicable Interest Period (including
because the Relevant Rate is not available or published on a current basis)
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or (2) at any time, that adequate and reasonable means do not exist for ascertaining the Daily Simple SOFR, then the Agent shall give notice thereof (which may be by telephone) to the Lead Borrower and the Banks as promptly as practicable thereafter and, until (x) the Agent notifies the Lead Borrower and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower (or the Lead Borrower on its behalf) delivers a new Interest Election Request in accordance with Section 4.2(a) or a new Borrowing Request in accordance with Section 5.1, (I) in the case of Advances denominated in Dollars, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, an affected Term Benchmark Borrowing and any Borrowing Request that requests an affected Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) a Daily Simple SOFR Borrowing so long as the Daily Simple SOFR is not also the subject of clause (A) or (B) above or (y) a Base Rate Borrowing if the Daily Simple SOFR is also the subject of clause (A) or (B) above and (II) in the case of Advances denominated in Euro, any Interest Election Request that requests continuation of any Borrowing as an affected Term Benchmark Borrowing and any Borrowing Request that requests an affected Term Benchmark Borrowing shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Advance in any Agreed Currency is outstanding on the date of the Lead Borrower’s receipt of the notice from the Agent referred to in this Section 4.2(c)(iii) with respect to a Relevant Rate applicable to such Term Benchmark Advance, then until (x) the Agent notifies the Lead Borrower and the Banks that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower (or the Lead Borrower on its behalf) delivers a new Interest Election Request in accordance with the terms of Section 4.2(a) or a new Borrowing Request in accordance with the terms of Section 5.1, (I) in the case of Advances denominated in Dollars, any affected Term Benchmark Advance shall, on the last day of the Interest Period applicable to such Advance, convert to, and shall constitute, (x) a Daily Simple SOFR Borrowing so long as the Daily Simple SOFR is not also the subject of clause (A) or (B) above or (y) a Base Rate Borrowing if the Daily Simple SOFR is also the subject of clause (A) or (B) above and (II) in the case of Advances denominated in Euro, any affected Term Benchmark Advance shall, on the last day of the Interest Period applicable to such Advance, convert to, and shall constitute, a CBR Advance that bears interest at the Central Bank Rate plus the CBR Spread; provided that if the Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate cannot be determined, any such affected Term Benchmark Advance shall be prepaid in full by the applicable Borrower on the day that the Lead Borrower receives notice thereof from
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the Agent. Interest on any CBR Advance shall be payable, and principal of any CBR Advance shall be payable or prepayable, in each case, as would be applicable to the Advance that was converted into such CBR Advance.
(d)    Absent manifest error, the records of the Agent shall be conclusive evidence as to the amount of each Type of the Advances, the applicable Term SOFR, EURIBO Rate or Base Rate and the date on which the Interest Period applicable to any Term Benchmark Advance expires. Term Benchmark Advances may not be outstanding as more than ten separate Interest Periods. The Agent shall give prompt notice to the Borrowers and the Banks of the applicable interest rate determined by the Agent in accordance herewith.
4.3    Default Rate.
Upon the occurrence of an Event of Default pursuant to clause (a), (b) or (j) of Section 9.1, and so long as such Event of Default continues without written waiver thereof by the Agent and the Required Banks, (x) in the case of an Event of Default pursuant to clause (a) or (b) of Section 9.1, in the sole discretion of the Required Banks, and (y) in the case of an Event of Default pursuant to clause (j) of Section 9.1, automatically, in each case, and without waiving any of their other rights and remedies, the outstanding principal balance of the Advances shall bear interest at an annual rate which shall be equal to two percent (2.00%) over the annual rate or rates that would otherwise be in effect with respect to such Advances had there been no occurrence of such Event of Default.
4.4    Increased Costs; Capital Adequacy; Breakage.
In addition to any interest payable on Advances made hereunder and any fees or other amounts payable hereunder, the Lead Borrower agrees:
(a)    Increased Costs. If at any time any change in applicable law, rule or regulation or the interpretation or administration thereof by any Governmental Authority (including, without limitation, Regulation D of the Federal Reserve Board):
(i)    shall subject any Bank to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) with respect to this Agreement; or
(ii)    shall impose or deem applicable or increase any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank because of any portion of the principal balance of any Term Benchmark Advance and the result of any of the foregoing would be to increase the cost to that Bank of making or maintaining any such portion or to reduce any sum received or receivable by that Bank with respect to such portion;
then, within 30 days after demand by that Bank, the Lead Borrower shall pay that Bank such additional amount or amounts as will compensate that Bank for such increased cost or reduction. A certificate in reasonable detail of any Bank setting forth the basis for the determination of such additional amount or amounts shall, absent obvious error, be conclusive evidence of such amount or amounts.
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(b)    Capital Adequacy. If any Bank determines at any time that its Return has been reduced as a result of any Capital Adequacy Rule Change, that Bank may require the Lead Borrower to pay it the amount necessary to restore that Bank’s Return to what it would have been had there been no Capital Adequacy Rule Change, provided that such Bank is generally charging, or intends to generally charge, such amounts to its customers that are similarly situated to the Borrowers and with similar credit facilities, to the extent such Bank has the right under such similar credit facilities to do so (but such Bank shall not be required to disclose any confidential or proprietary information). For purposes of this paragraph (b), the following definitions shall apply:
(i)    “Return”, for any calendar quarter or shorter period, means the percentage determined by dividing (A) the sum of interest and ongoing fees earned by a Bank under this Agreement during such period by (B) the average capital that Bank is required to maintain during such period as a result of its being a party to this Agreement, as determined by that Bank based upon its total capital requirements and a reasonable attribution formula that takes account of the Capital Adequacy Rules then in effect. Return may be calculated for each calendar quarter and for the shorter period between the end of a calendar quarter and the date of termination in whole of this Agreement.
(ii)    “Capital Adequacy Rule” means any law, rule, regulation or guideline regarding capital adequacy or liquidity that applies to any Bank, or the interpretation thereof by any Governmental Authority including, without limitation, any agency of the European Union or similar monetary or multinational authority. Capital Adequacy Rules include rules requiring financial institutions to maintain total capital or liquidity in amounts based upon percentages of outstanding loans, binding loan commitments and letters of credit.
(iii)    “Capital Adequacy Rule Change” means any change in any Capital Adequacy Rule occurring after the date of this Agreement, but does not include any changes in applicable requirements that at the date hereof are scheduled to take place under the existing Capital Adequacy Rules or any increases in the capital or liquidity that any Bank is required to maintain to the extent that the increases are required due to a regulatory authority’s assessment of that Bank’s financial condition. For the avoidance of doubt, any changes resulting from requests, rules, guidelines or directives concerning capital adequacy or liquidity (x) issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to occur after the date of this Agreement, regardless of the date enacted, adopted or issued.
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(iv)    “Bank” includes (but is not limited to) the Agent, the Banks, as defined elsewhere in this Agreement, any assignee of any interest of any Bank hereunder and any holding company of any of the foregoing.
The initial notice sent by a Bank shall be sent as promptly as practicable after that Bank learns that its Return has been reduced, shall include a demand for payment of the amount necessary to restore that Bank’s Return for the quarter in which the notice is sent, shall state in reasonable detail the cause for the reduction in that Bank’s Return and that Bank’s calculation of the amount of such reduction, and shall include that Bank’s representation that it has made similar demand on one or more other commercial borrowers with revolving or term loans in excess of $500,000. Thereafter, that Bank may send a new notice during each calendar quarter setting forth the calculation of the reduced Return for that quarter and including a demand for payment of the amount necessary to restore that Bank’s Return for that quarter. A Bank’s calculation in any such notice shall be conclusive and binding absent demonstrable error.
(c)    Breakage. The Borrowers shall also compensate any Bank, upon written request by that Bank (which request shall set forth the basis for requesting such amounts), for all losses and imputed costs in respect of any interest or other consideration paid by that Bank to lenders of funds borrowed by it or deposited with it to maintain any portion of the principal balance of any Term Benchmark Advance which that Bank sustains (i) on account of any failure of a Borrower to borrow a Term Benchmark Advance on a date specified therefor in a notice provided by or on behalf of such Borrower to the Agent under Section 4.2, (ii) due to any payment or prepayment (whether pursuant to Section 5.2, 5.3, 8.2(d) or 9.2) of any Term Benchmark Advance on a date other than the last day of the applicable Interest Period for such Advance or (iii) the assignment of any Term Benchmark Advance other than on the last day of the Interest Period applicable thereto as a result of a request by the Lead Borrower pursuant to Section 2.3(b) or 4.5. A certificate as to any such loss or cost (including calculations, in reasonable detail, showing how the applicable Bank computed such loss or cost) shall be promptly submitted by that Bank to the applicable Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Such loss or cost may be computed as though the applicable Bank acquired deposits in the applicable interbank market to fund that portion of the principal balance whether or not such Bank actually did so.
(d)    Each party’s obligations under this Section 4.4 shall survive the termination of this Agreement, the resignation or replacement of the Agent or any transfer of rights or obligations by, or the replacement of, a Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations of the Borrowers under or in respect of this Agreement or any other Loan Document.
4.5    Mitigation of Yield Protection.
Each Bank hereby agrees that, as promptly as practicable after it becomes aware of the occurrence of any event giving rise to any compensation under Section 4.4(a) or 4.4(b) or Section 5.5 with
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respect to such Bank, such Bank will, if such Bank intends to make a claim for such compensation under such Section, give notice thereof through the Agent to the Lead Borrower, and such Bank shall use reasonable efforts to designate a different lending office for funding or booking its affected Advances or to assign its affected rights and obligations hereunder to another of its offices, branches or Affiliates, if such designation or assignment would eliminate or reduce amounts payable pursuant to Section 4.4(a) or 4.4(b) or Section 5.5, provided that no such designation or assignment shall be required if it is, in the Bank’s good faith judgment, disadvantageous to such Bank. In addition, each Bank agrees that, except for changes or specifications required by law or effected pursuant to the preceding sentence, if the result of any change or change of specification of lending office or Affiliate for funding or booking any Advance would, but for this sentence, be to impose additional costs or requirements upon any Borrower pursuant to Section 4.4(a) or 4.4(b) or Section 5.5 (which would not be imposed absent such change or change of specification) by reason of legal or regulatory requirements in effect at the time thereof and of which such Bank is aware at such time, then such additional costs or requirements shall not be imposed upon such Borrower but shall be borne by such Bank. All expenses incurred by any Bank in designating a different lending office for funding or booking its Advances or assigning its rights and obligations hereunder to another of its offices, branches or Affiliates as set forth in the first sentence of this paragraph shall be paid by the Lead Borrower. Nothing in this Section 4.5 (including, without limitation, any failure by a Bank to give any notice contemplated in the first sentence hereof) shall limit, reduce or postpone any obligations of the Borrowers under Section 4.4 or 5.5, including any obligations payable in respect of any period prior to the date of any change or specification of a new lending office or Affiliate or any rebooking of any Advance.
4.6    Alternate Rate of Interest.
(a)    Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including all related adjustments) for all purposes hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including all related adjustments) for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Banks comprising the Required Banks.
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(b)    In connection with the implementation of a Benchmark Replacement, the Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c)    The Agent will promptly notify the Lead Borrower and the Banks of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Agent or, if applicable, any Bank (or group of Banks) pursuant to this Section 4.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 4.6.
(d)    Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or EURIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(e)    Upon the Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Borrower (or the Lead Borrower on its behalf) may revoke any pending request for a borrowing of, conversion to or continuation of Term Benchmark Advances to be made, converted or continued, as applicable, during any Benchmark Unavailability Period and, failing that, (x) the applicable Borrower will be deemed to have converted any request for any affected Term Benchmark Advances denominated in Dollars into a request for a borrowing of or conversion to (1) Daily Simple SOFR Advances so long as the Daily Simple SOFR
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is not the subject of a Benchmark Transition Event or (2) Base Rate Advances if the Daily Simple SOFR is also the subject of a Benchmark Transition Event or (y) any request for any affected Term Benchmark Advances denominated in Euro shall be ineffective. Furthermore, if any Term Benchmark Advance in any Agreed Currency is outstanding on the date of the Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Advance, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 4.6, (A) in the case of Advances denominated in Dollars, any Term Benchmark Advance shall, on the last day of the Interest Period applicable to such Advance, convert to, and shall constitute, (x) a Daily Simple SOFR Advance so long as Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Advance if Daily Simple SOFR is the subject of a Benchmark Transition Event and (B) in the case of Advances denominated in Euro, such Advance shall, on the last day of the Interest Period applicable to such Advance, at the applicable Borrower’s election prior to such day (it being understood and agreed that if the applicable Borrower does not so prepay such Advance on such day by 12:00 p.m., New York City time, such Borrower shall be deemed to have elected clause (y) below), (x) be prepaid by such Borrower on such day or (y) convert to, and shall constitute, a CBR Advance that bears interest at the Central Bank Rate plus the CBR Spread; provided that if the Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate cannot be determined, any such affected Term Benchmark Advance shall be prepaid in full by the applicable Borrower on the day that the Lead Borrower receives notice thereof from the Agent. Interest on any CBR Advance shall be payable, and principal of any CBR Advance shall be payable or prepayable, in each case, as would be applicable to the Advance that was converted into such CBR Advance. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.
As used in this Agreement:
“Agreed Currencies” means Dollars and Euro.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of Section 4.6.
“Benchmark” means, initially, with respect to any Advance denominated in any Agreed Currency, the Relevant Rate for Advances denominated in such Agreed Currency;
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provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 4.6.
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Advance denominated in Euro, “Benchmark Replacement” shall mean the alternative set forth in clause (2) below:
(1)    Daily Simple SOFR;
(2)    the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Lead Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. In determining the Benchmark Replacement pursuant to clause (2) above, the Agent will consider in good faith any proposal reasonably requested by the Borrower.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Agent and the Lead Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark
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with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States.
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(2)    in the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been, determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof), continues to be provided on such date.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
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(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component thereof), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component thereof) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component thereof), in each case, which states that the administrator of such Benchmark (or such component thereof) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 4.6 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any other Loan Document in accordance with Section 4.6.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this
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Agreement or otherwise) with respect to the Term SOFR or the EURIBO Rate, as applicable.
“Reference Time” with respect to any setting of the then-current Benchmark means (i) if such Benchmark is the Term SOFR, 5:00 a.m., Chicago time, on the day that is two (2) U.S. Government Securities Business Days preceding the date of such setting, (ii) if such Benchmark is the EURIBO Rate, 11:00 a.m., Brussels time, two TARGET Days preceding the date of such setting, or (iii) if such Benchmark is neither the Term SOFR nor the EURIBO Rate, the time determined by the Agent in its reasonable discretion.
“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Advances denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, and (ii) with respect to a Benchmark Replacement in respect of Advances denominated in Euro, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto.
“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR, and (ii) with respect to any Term Benchmark Borrowing denominated in Euro, the EURIBO Rate.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
4.7    365/366-Day Year.
All interest on Advances bearing interest by reference to the Base Rate (only at times when the Base Rate is based on the Prime Rate) will be calculated based on the actual days elapsed in a 365/366-day year. All interest on Advances bearing interest by reference to the Term SOFR, the EURIBO Rate or, subject to the prior sentence, the Base Rate and all commitment fees will be calculated based on the actual days elapsed in a 360-day year.
5.    DISBURSEMENTS AND PAYMENTS
5.1    Requests for Borrowings.
(a)    To request a borrowing of Advances, the applicable Borrower (or the Lead Borrower on its behalf) shall deliver to the Agent a completed Borrowing Request signed by an authorized officer of such Borrower (or, as applicable, of the Lead Borrower) (provided that if such request is delivered through an Approved Borrower Portal, then the foregoing signature requirements may be waived by the Agent in its sole discretion) by not later than (i) 1:00 p.m., New York City time, on the day that such Borrowing is to be made in the case of a Base Rate Borrowing, (ii) 11:00 a.m., New York City time, on the day three (3) U.S. Government Securities Business Days before the day that such Borrowing is to be made in the case of Term Benchmark Borrowing denominated in Dollars or (iii) 2:00 p.m., New York City time, on the day three (3) Business Days before the day that such
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Borrowing is to be made in the case of Term Benchmark Borrowing denominated in Euro. Each such Borrowing Request shall specify (i) the Borrower requesting such Borrowing, (ii) the requested date of such Borrowing (which shall be a Business Day), (iii) the currency and the aggregate principal amount of such Borrowing, (iv) whether the Advances comprising such Borrowing are to be Term Benchmark Advances or Base Rate Advances, (v) in the case of a Borrowing consisting of Term Benchmark Advances, the initial Interest Period for such Borrowing and (vi) the location and number of the applicable Borrower’s account to which funds are to be disbursed. Subject to Section 4.2(c)(iii) and Section 4.6, (A) each Borrowing denominated in Dollars shall be comprised entirely of (x) Term SOFR Advances or (y) Base Rate Advances and (B) each Borrowing denominated in Euro shall be comprised entirely of EURIBOR Advances. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency, of the same Type and to the same Borrower made on the same day by the Banks ratably according to their respective Commitments. Any request for a Term Benchmark Borrowing shall also be subject to all conditions set forth in Section 4.2 hereof.
(b)    Upon receipt of any Borrowing Request, the Agent shall promptly notify the Banks of the requested Borrowing. At or before 3:00 p.m., New York City time, on the date the requested Borrowing is to be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 a.m., New York City time, on the date of such Borrowing, in the case of a Borrowing consisting of Advances denominated in Euro, each Bank shall remit its Percentage of the requested Borrowing to the Agent by wire transfer of immediately available funds in the applicable currency to the account of the Agent most recently designated by the Agent for such purpose by notice to the Banks. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds so received by it by remitting the same to the applicable Borrower’s account designated in the applicable Borrowing Request.
(c)    Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 5.1 and the Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the applicable Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at (i) in the case of such Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, the Overnight Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing for purposes of this Agreement.
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5.2    Payments.
(a)    Generally. Each Borrower shall initiate all payments, except with respect to principal of, interest on, and other amounts relating to Advances denominated in Euro, of principal, interest, fees and other payments due under this Agreement or any other Loan Document by means of payment made by such Borrower to the Agent in Dollars not later than 12:00 p.m., New York City time, on the day when due. Each Borrower shall initiate each payment with respect to principal of, interest on, and other amounts relating to Advances denominated in Euro by means of payment made by such Borrower to the Agent in Euro not later than the Applicable Time specified by the Agent on the date when due. All such payments shall be made, without defense, set-off, recoupment or counterclaim, in immediately available funds to such account as shall be set forth in an Administrative Questionnaire provided by the Agent to the Lead Borrower from time to time. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall, except as provided in the definition of the terms “Interest Period” and “Commitment Termination Date”, be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fee, as the case may be. Absent obvious error, the records of the Agent will be conclusive evidence of the principal and accrued interest owing with respect to all Advances.
(b)    Interest Payments. Interest accruing on the Base Rate Advances shall be payable quarterly in arrears on the last day of each March, June, September and December and at maturity. Interest accruing on the Term Benchmark Advances shall be payable on the last day of the applicable Interest Period and at maturity and, if the applicable Interest Period has a duration of longer than three months, on the day during such Interest Period that is every three months after the first day of such Interest Period.
(c)    Principal Payment. The entire principal balance of the Advances owing to each Bank shall be due and payable in full on the Commitment Termination Date applicable to such Bank.
To the extent that the Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement or any other Loan Document in currencies other than the currency or currencies required to enable the Agent to distribute funds to the Banks in accordance with the terms of this Section 5.2, the Agent shall be entitled to convert or exchange such funds into Dollars or into Euro or from Dollars to Euro or from Euro to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 5.2; provided that each Borrower and each of the Banks hereby agree that the Agent shall not be liable or responsible for any loss, cost or expense suffered by such Borrower or such Bank as a result of any conversion or exchange of currencies effected pursuant to this Section 5.2 or as a result of the failure of the Agent to effect any such conversion or exchange, except for such loss, cost or expense due to the Agent’s negligence, gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment; provided further that the Borrowers agree to indemnify the Agent and each Bank, and hold the Agent and
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each Bank harmless, for any and all losses, costs and expenses incurred by the Agent or any Bank for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 5.2 except for such losses, costs or expenses due to the Agent’s or such Bank’s, as the case may be, negligence, gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment.
5.3    Prepayments.
(a)    Optional. Each Borrower may prepay any Borrowing made to it in whole at any time or from time to time in part, without penalty or premium, provided that (i) any partial prepayment must be in an aggregate amount not less than $5,000,000 (or €5,000,000 in the case of Borrowings denominated in Euro), (ii) prepayment of any Base Rate Borrowing may be made on same Business Day’s written notice to the Agent, (iii) prepayment of any Term Benchmark Borrowing may only be made on three (3) Business Days’ prior written notice to the Agent, (iv) prepayment of any Daily Simple SOFR Borrowing may only be made on five (5) Business Days’ prior written notice to the Agent and (v) prepayment of any Borrowing must be accompanied by accrued interest on such amount prepaid through the date of prepayment and shall be subject to Section 4.4(c) (if applicable). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked or the prepayment date extended by the applicable Borrower (by notice to the Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each prepayment of a Borrowing shall be applied ratably to the Advances included in the prepaid Borrowing.
(b)    Mandatory.
(i)    If the Agent notifies the Lead Borrower that, on any date, the Aggregate Outstandings on such date exceed 105% of the Aggregate Commitment Amount on such date, the Borrowers shall, as soon as practicable and in any event within two (2) Business Days after receipt of such notice, subject to the proviso to this sentence set forth below, prepay the outstanding principal amount of any Advances in an aggregate amount sufficient to reduce such Aggregate Outstandings to not exceed 100% of the Aggregate Commitment Amount on such date, together with any interest accrued to the date of such prepayment on the aggregate principal amount of Advances prepaid; provided that if the aggregate principal amount of Base Rate Advances outstanding at the time of such required prepayment is less than the amount of such required prepayment, the portion of such required prepayment in excess of the aggregate principal amount of Base Rate Advances then outstanding shall be deferred until the earliest to occur of the last day of the Interest Period of the outstanding Term Benchmark Advances in an amount equal to the excess of such required prepayment.
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(ii)    If a Change of Control shall have occurred, the Required Banks shall have the right, by written notice to the Lead Borrower (which notice may be delivered to the Lead Borrower by the Agent, at the request of the Required Banks), to demand repayment of unpaid principal, accrued interest and all other amounts payable under this Agreement and, in the event of such demand, the Borrowers shall repay all Advances, all accrued and unpaid interest, all accrued and unpaid commitment fees and all other amounts payable under this Agreement and the other Loan Documents on the date that is thirty (30) calendar days following the date of such written notice from the Required Banks (or the Agent on their behalf) to the Lead Borrower. The Lead Borrower shall give prompt notice to the Agent of the occurrence of a Change of Control.
5.4    Termination or Reduction of the Commitments.
(a)    Optional. The Lead Borrower may from time to time on at least three (3) Business Days’ prior irrevocable written notice received by the Agent (which shall promptly advise each Bank thereof) terminate the Commitments of the Banks in whole or permanently reduce the Commitments of the Banks in part; provided that (i) the Commitments of the Banks may not be terminated in whole at any time that any Advance remains outstanding, (ii) each partial reduction of the Commitments of the Banks shall be in the minimum amount of $10,000,000 or in a multiple of $10,000,000 in excess thereof, (iii) each partial reduction of the Commitments of the Banks shall be pro rata as to all of the Commitments of the Banks on the basis of the respective Percentages of the Banks, and (iv) no partial reduction of the Commitments of the Banks shall reduce the Aggregate Commitment Amount to an amount less than the Aggregate Outstandings; provided, further, that, notwithstanding the foregoing, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked or the effective date of such termination or reduction extended by the Lead Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied.
(b)    Mandatory.
(i)    Unless previously terminated, the Commitment of each Bank shall terminate in whole on the Commitment Termination Date applicable to such Bank.
(ii)    If a Change of Control shall have occurred, the Required Banks shall have the right, by written notice to the Lead Borrower (which notice may be delivered to the Lead Borrower by the Agent, at the request of the Required Banks), to terminate all the Commitments, which termination shall become effective on the date that is thirty (30) calendar days following the date of such written notice from the Required Banks (or the Agent on their behalf)
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to the Lead Borrower. The Lead Borrower shall give prompt notice to the
Agent of the occurrence of a Change of Control.
(c)    General. Any Commitment that has been terminated or reduced may not be reinstated.
5.5    Taxes.
(a)    All payments made by the Borrowers to the Agent or any Bank (each, a “Payee”) under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by any Borrower or such withholding agent, then:
(i)    the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay to the relevant Governmental Authority the full amount withheld or deducted to the extent required by and in accordance with applicable law;
(ii)    to the extent that the withholding or deduction is made on account of Indemnified Taxes, then the sum payable by such Borrower shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 5.5), the applicable Payee receives an amount equal to the sum it would have received had no such deduction or withholding been made; and
(iii)    after any payment of Taxes by such Borrower to a Governmental Authority pursuant to clause (i) above, such Borrower shall promptly forward to the Agent (for delivery to such Payee) a receipt issued by such Governmental Authority evidencing such payment or other documentation reasonably satisfactory to the Agent evidencing such payment to such authority.
(b)    If any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.5) are directly asserted against any Payee, such Payee may pay such Indemnified Taxes and the applicable Borrower promptly shall reimburse such Payee for such Indemnified Taxes paid by such Payee after written demand therefor. The applicable Borrower shall reimburse each Payee, within 30 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5.5) payable or paid by such Payee or required to be withheld or deducted from a payment to such Payee and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a Bank (with a copy to the Agent),
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or by the Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.
(c)    Each Bank shall severally indemnify the Agent, within 30 days after demand therefor, for (i) any Indemnified Taxes attributable to such Bank (but only to the extent that the applicable Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the applicable Borrower to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 11.5(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Bank by the Agent shall be conclusive absent manifest error. Each Bank hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by the Agent to the Bank from any other source against any amount due to the Agent under this Section 5.5(c).
(d)    
(i)    Any Payee that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Lead Borrower and the Agent, at the time or times reasonably requested by the Lead Borrower or the Agent, such properly completed and executed documentation prescribed by applicable law or the taxing authorities of a jurisdiction pursuant to such applicable law or reasonably requested by the Lead Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if reasonably requested by the Lead Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Lead Borrower or the Agent as will enable the Lead Borrower or the Agent to determine whether or not such Bank is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.5(d)(ii)(A), (B), (D) and (E) below) shall not be required if, in the Bank’s reasonable judgement, such completion, execution or submission would subject such Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Bank.
(ii)    Without limiting the generality of the foregoing,
(A)    any Bank that is a U.S. Person (or, if such Bank is disregarded as an entity separate from its owner for U.S. federal income tax purposes,
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is owned by a U.S. Person) shall deliver to the Lead Borrower and the Agent on or prior to the date on which a Bank becomes a Bank under this Agreement (and from time to time thereafter as required by applicable law or upon the reasonable request of the Lead Borrower or the Agent), executed copies of IRS Form W-9 (or any successor form) certifying that such Bank (or such U.S. Person, as applicable) is exempt from U.S. federal backup withholding Tax;
(B)    any Foreign Bank shall, to the extent it is legally eligible to do so, deliver to the Lead Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter as required by applicable law or upon the reasonable request of the Lead Borrower or the Agent), whichever of the following is applicable:
(1)    in the case of a Foreign Bank (or, if such Foreign Bank is disregarded as an entity separate from its owner for U.S. federal income tax purposes, such owner) eligible for the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement, duly completed and executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement, duly completed and executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)    duly completed and executed copies of IRS Form W-8ECI with respect to such Foreign Bank (or, if a Foreign Bank is disregarded as an entity separate from its owner for U.S. federal income tax purposes, such owner);
(3)    in the case of a Foreign Bank (or, if a Foreign Bank is disregarded as an entity separate from its owner for U.S. federal income tax purposes, such owner) entitled to the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a duly completed and executed certificate, in form and substance reasonably satisfactory to the Lead Borrower and the Agent, to the effect that such Foreign Bank (or such owner, as applicable) is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Lead Borrower within the
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meaning of Sections 881(c)(3)(B) and 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed and executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or
(4)    to the extent a Foreign Bank (or, if a Foreign Bank is disregarded as an entity separate from its owner for U.S. federal income tax purposes, such owner) is not the beneficial owner, duly completed and executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a certificate described in Section 5.5(d)(ii)(B)(3)(x), IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable (and including any other information required to be provided by IRS Form W-8IMY); provided, that if the Foreign Bank is a partnership and one or more direct or indirect partners of such Foreign Bank are claiming the portfolio interest exemption, such Foreign Bank may provide certificates described in Section 5.5(d)(ii)(B)(3)(x) on behalf of each such direct or indirect partner;
(C)    any Foreign Bank shall, to the extent it is legally eligible to do so, deliver to the Lead Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and from time to time thereafter upon the reasonable request of the Lead Borrower or the Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Lead Borrower or the Agent to determine the withholding or deduction required to be made;
(D)    if a payment made to a Bank under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Bank shall deliver to the Lead Borrower and the Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Lead Borrower or the Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Lead Borrower or the Agent as may be necessary
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for the Lead Borrower and the Agent to comply with their obligations under FATCA and to determine whether such Bank has complied with such Bank’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 5.5(d)(ii)(D), “FATCA” shall include any amendments made to FATCA after the Effective Date; and
(E)    The Agent, and any successor or supplemental Agent, shall deliver to the Lead Borrower on or prior to the date on which the Agent becomes the administrative agent hereunder or under any other Loan Document (and from time to time thereafter upon the reasonable request of the Lead Borrower) executed copies of either (A) IRS Form W-9 (or any successor form) or (B) a U.S. branch withholding certificate on IRS Form W-8IMY (or any successor form) evidencing its agreement with the Lead Borrower to be treated as a U.S. Person (with respect to amounts received on account of any Bank) and IRS Form W-8ECI (with respect to amounts received on its own account), with the effect that, in either case, the Borrowers will be entitled to make payments hereunder to the Agent without withholding or deduction on account of U.S. federal withholding Tax.
(iii)    Each Payee agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly (A) update such form or certification or (B) notify the Lead Borrower and the Agent in writing that (1) such form or certification has expired or has become obsolete or inaccurate and (2) such Payee is legally ineligible to update such form or certification. Notwithstanding any other provision of this paragraph, a Foreign Bank shall not be required to deliver any form pursuant to this paragraph that such Foreign Bank is not legally eligible to deliver.
(e)    If any Payee determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.5 (including by the payment of additional amounts pursuant to this Section 5.5), then such Payee shall pay an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by any Borrower under this Section 5.5 with respect to the Taxes giving rise to such refund) to the applicable Borrower, net of all reasonable, documented, out-of-pocket expenses (including Taxes) of such Payee and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that if such Payee is required to repay such refund to such Governmental Authority, upon the request of such Payee, the applicable Borrower shall promptly remit to such Payee the amount paid to such Borrower pursuant to this Section 5.5(e) (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority). Notwithstanding anything to the contrary in
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this paragraph (e), in no event will the Payee be required to pay any amount to a Borrower pursuant to this paragraph (e) the payment of which would place the Payee in a less favorable net after-Tax position than the Payee would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any Payee to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrowers or any other Person.
(f)    The obligations of each party under this Section 5.5 shall survive the termination of this Agreement, the resignation or replacement of the Agent, the assignment of rights by, or the replacement of, a Bank and the repayment, satisfaction or discharge of all obligations under any Loan Document.
(g)    For purposes of this Section 5.5, the term “applicable law” includes FATCA.
5.6    Judgment Currency.
If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due under this Agreement or any other Loan Document in Dollars or any alternative currency (the “Specified Currency”) into another currency (the “Judgment Currency”), the rate of exchange which shall be applied shall be that at which, in accordance with normal banking procedures, the Agent could purchase the Specified Currency with the amount of the Judgment Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of any Borrower with respect to any such sum due from it to the Agent or any Bank (each, an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due under this Agreement or any other Loan Document in the Judgment Currency, such Entitled Person may, in accordance with normal banking procedures, purchase and transfer to the required location of payment the Specified Currency with the amount of the Judgment Currency so adjudged to be due; and each Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the applicable Specified Currency, any difference between the sum originally due to such Entitled Person in the Specified Currency and the amount of the Specified Currency so purchased and transferred on that Business Day.
5.7    Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank is a Defaulting Bank:
(a)    commitment fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Bank pursuant to Section 3.1;
(b)    any payment of principal, interest, fees or other amounts received by the Agent for the account of such Defaulting Bank (whether voluntary or mandatory, at maturity or otherwise) or received by the Agent from a Defaulting Bank pursuant to Section
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9.3 shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Bank to the Agent hereunder; second, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Bank has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined by the Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Bank’s potential future funding obligations with respect to Advances under this Agreement; fourth, to the payment of any amounts owing to the Banks as a result of any judgment of a court of competent jurisdiction obtained by any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement or under any other Loan Document; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement or under any other Loan Document; and sixth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances in respect of which such Defaulting Bank has not fully funded its appropriate share, and (y) such Advances were made at a time when the conditions set forth in Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Advances of all non-Defaulting Banks on a pro rata basis prior to being applied to the payment of any Advances of such Defaulting Bank until such time as all Advances are held by the Banks pro rata in accordance with their respective Percentages; it being agreed that any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank pursuant to this clause (b) shall be deemed paid to and redirected by such Defaulting Bank, and each Bank irrevocably consents hereto; and
(c)    the Commitment and Outstandings of such Defaulting Bank shall not be included in determining whether the Required Banks or any other requisite Banks have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 11.4); provided that any amendment, waiver or other modification requiring the consent of all Banks or all Banks affected thereby shall, except as otherwise provided in Section 11.4, require the consent of such Defaulting Bank in accordance with the terms hereof.
In the event that the Agent and the Lead Borrower each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then such Bank shall purchase at par such of the Advances of the other Banks as the Agent shall determine may be necessary in order for such Bank to hold such Advances in accordance with its Percentage, and such Bank shall thereupon cease to be a Defaulting Bank (but shall not be entitled to receive any commitment fees accrued during the period when it was a Defaulting Bank, and all amendments, waivers or modifications effected without its consent in accordance with the provisions of Section 11.4 and this Section during such period shall be binding on it).
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5.8    Replacement of Banks.
If (a) any Bank becomes a Defaulting Bank, (b) any Bank requests compensation under Section 4.4(a) or Section 4.4(b), (c) any Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank or to any Governmental Authority for the account of any Bank pursuant to Section 5.5 (and such Bank has been unable to take, or has not taken, steps acceptable to the Lead Borrower to mitigate the effect of the circumstances in question pursuant to Section 4.5) or (d) any Bank has failed to consent to a proposed amendment, waiver, discharge or termination that under Section 11.4 requires the consent of all the Banks or all the affected Banks and with respect to which the Required Banks shall have granted their consent, then the Lead Borrower may, at its sole expense and effort, upon notice to such Bank and the Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.5), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Bank, if a Bank accepts such assignment); provided that (i) the Lead Borrower shall have received the prior written consent of the Agent, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Bank shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued commitment fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and commitment fees) or the Lead Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.4 or payments required to be made pursuant to Section 5.5, such assignment will result in a reduction in such compensation or payments and (iv) in the case of any such assignment and delegation resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected. A Bank shall not be required to make any such assignment and delegation if, prior thereto, the circumstances entitling the Lead Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Lead Borrower, the Agent and the assignee and that the Bank required to make such assignment and delegation need not be a party thereto.
6.    CONDITIONS PRECEDENT
6.1    Conditions Precedent to Effectiveness.
The Agreement and the obligations of the Banks to make Advances shall not become effective until the date on which each of the following conditions shall be satisfied (or waived by the Required Banks):
(a)    The Agent shall have executed a counterpart of this Agreement and shall have received from the Lead Borrower and each Bank set forth on Schedule I hereto a counterpart of this Agreement signed on behalf of such party (which, subject to Section 11.11(b), may include any Electronic Signatures transmitted by emailed
.pdf or any other electronic means that reproduces an image of an actual executed signature page of a counterpart of this Agreement).
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(b)    The Lead Borrower shall have delivered to the Agent the following documents, where applicable, properly executed:
(i)    a certified copy of resolutions or similar authorizing documentation of the governing body of the Lead Borrower authorizing the execution of this Agreement and all other Loan Documents;
(ii)    a certificate of the Lead Borrower’s corporate secretary or assistant secretary as to the incumbency and signatures of the officers of the Lead Borrower signing the Loan Documents;
(iii)    a certified copy of the Lead Borrower’s Certificate of Incorporation and Amended and Restated Bylaws;
(iv)    a Certificate of Good Standing issued by the Secretary of the State of the state of the Lead Borrower’s incorporation dated not more than 30 days prior to the date hereof;
(v)    an opinion of counsel to the Lead Borrower, opining as to the due authorization, execution, delivery and enforceability of this Agreement and, if applicable, the Notes and such other customary matters as the Agent may reasonably require;
(vi)    a certificate of the Lead Borrower as to the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b) as of the Effective Date;
(vii)    a certificate of the Lead Borrower that all amounts due and payable under the Existing Credit Agreement have been, or are being, paid in full and that the commitments under the Existing Credit Agreement have been terminated; and
(viii)    at least three (3) Business Days prior to the Effective Date, all documentation and other information regarding the Lead Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, to the extent requested in writing of the Lead Borrower at least ten (10) Business Days prior to the Effective Date.
(c)    The Banks, the Agent and the Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been presented at least three (3) Business Days prior to the Effective Date, in each case in accordance with the Fee Letter or any commitment letter entered into by the Lead Borrower in connection therewith.
The Agent shall notify the Lead Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding.
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6.2    Conditions Precedent to Each Advance
The obligation of each Bank to make any Advance hereunder shall be subject to the satisfaction of the following conditions precedent (and any request for an Advance shall be deemed a representation and warranty by the applicable Borrower that each of the following conditions precedent has been satisfied as of the date of such Advance):
(a)    the representations and warranties of the Lead Borrower contained in this Agreement (other than, after the Effective Date, the representations and warranties in clauses (d), (e) and (g) of Section 7) shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) on the date of such Advance as though made on and as of such date (except to the extent that any such representation or warranty is expressly stated to have been made as of a specific date, then such representation or warranty shall be true and correct in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of such specific date); and
(b)    no Default or Event of Default shall have occurred and be continuing.
7.    REPRESENTATIONS AND WARRANTIES
To induce the Agent and the Banks to enter into this Agreement, the Lead Borrower makes the following representations and warranties:
(a)    Organizational Status. Each Borrower is a corporation (or, in the case of any Subsidiary Borrower, a limited liability company) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
(b)    Authorization. The execution, delivery and performance of each Loan Document to which any Borrower is a party are within such Borrower’s powers, have been duly authorized by all necessary action on behalf of such Borrower, and do not conflict with (i) the articles or bylaws (or analogous documents) of any Borrower, (ii) any agreement by which any Borrower is bound or (iii) any applicable law or regulation or any court, administrative or other ruling, in each case, by which any Borrower is bound, except to the extent that any such conflict referred to in the foregoing clauses (ii) or (iii) would not reasonably be expected to have a Material Adverse Effect.
(c)    Financial Reports. The Lead Borrower has provided the Banks with its annual audited financial statements as of and for the fiscal year ended December 31, 2025; provided that such financial statements shall be deemed to have been so provided if such financial statements shall be available on the website of the Securities and Exchange Commission (“SEC”) at http://www.sec.gov. Such financial statements present fairly, in all material respects, the financial condition and results of
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operations and cash flows of the Lead Borrower and its Subsidiaries on a consolidated basis as of such date or for such period and were prepared in accordance with GAAP (except as otherwise expressly noted therein).
(d)    Material Adverse Change. Except as disclosed in the Lead Borrower’s Annual Report on Form 10-K for the year ended December 31, 2025 or in the Lead Borrower’s Quarterly Reports on Form 10-Q or reports on Form 8-K, as filed with the SEC prior to the Effective Date, since December 31, 2025, there has occurred no event or circumstance that would reasonably be expected to have individually or in the aggregate a material adverse effect on the consolidated financial condition or results of operations of the Lead Borrower and its Subsidiaries taken as a whole.
(e)    Litigation. Except as disclosed in the Lead Borrower’s Annual Report on Form 10-K for the year ended December 31, 2025 or in the Lead Borrower’s Quarterly Reports on Form 10-Q or reports on Form 8-K, as filed with the SEC prior to the Effective Date, there are no legal or governmental proceedings pending or, to the best of the Lead Borrower’s knowledge, threatened before any court, governmental agency or arbitrator, by which any Borrower is or may be bound, which, if determined adversely to such Borrower, would reasonably be expected to have individually or in the aggregate a material adverse effect on the consolidated financial condition or results of operations of the Lead Borrower and its Subsidiaries taken as a whole.
(f)    ERISA. Each Borrower is in compliance with ERISA, except to the extent any such noncompliance would not reasonably be expected to have a Material Adverse Effect.
(g)    Environmental Matters. Except as disclosed in the Lead Borrower’s Annual Report on Form 10-K for the year ended December 31, 2025 or in the Lead Borrower’s Quarterly Reports on Form 10-Q or reports on Form 8-K, as filed with the SEC prior to the Effective Date, to the best of the Lead Borrower’s knowledge, no Borrower has incurred, directly or indirectly, any contingent liability in connection with (i) the release of any toxic or hazardous waste or substance into the environment or (ii) noncompliance with applicable environmental, health and safety statutes and regulations, in each case, which would reasonably be expected to have a Material Adverse Effect.
(h)    Legal Agreements. This Agreement constitutes the legal, valid and binding obligation and agreement of each Borrower, and each other Loan Document to which any Borrower is to be a party, when executed and delivered by such Borrower, will constitute a legal, valid and binding obligation and agreement of such Borrower, in each case, enforceable against such Borrower in accordance with their respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
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(i)    Regulation U. No Borrower is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board). After application of the proceeds of each Advance, not more than 25 percent of the value (as determined by any reasonable method) of the assets of the Lead Borrower and its Subsidiaries, on a consolidated basis, subject to any provision of this Agreement under which the sale, pledge or disposition of assets is restricted, will consist of margin stock.
(j)    Anti-Corruption Laws and Sanctions. The Lead Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve compliance by the Lead Borrower, its Subsidiaries and their respective directors, officers and employees, in all material respects with Anti-Corruption Laws and applicable Sanctions. The Lead Borrower, its Subsidiaries and to the knowledge of the Lead Borrower, its and their directors, officers and employees when acting on behalf of the Lead Borrower and its Subsidiaries, are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Lead Borrower or any Subsidiary is a Sanctioned Person. No use of proceeds of any Borrowing will directly or, to any Borrower’s knowledge, indirectly constitute (i) a violation of the FCPA, (ii) a violation of the Bribery Act, or (iii) a material violation of any other Anti-Corruption Laws or applicable Sanctions.
(k)    Affected Financial Institution. No Borrower is an Affected Financial Institution.
Each request for a Borrowing under this Agreement (other than any conversion or continuation of an Advance), each increase of Commitments in accordance with Section 2.2 and each extension of the Commitment Termination Date in accordance with Section 2.3 constitutes a reaffirmation by the Lead Borrower of these representations and warranties (other than, in the case of any Borrowing, the representations and warranties in clauses (d), (e) and (g) of this Section 7) as of the date of such Borrowing, such increase or such extension; provided, that in the case of each increase or extension, all references in the representations and warranties in clauses (d), (e) and (g) of this Section 7 to financial statements, and to annual reports, quarterly reports or current reports filed with the SEC, shall be deemed to refer to the corresponding versions of those documents most recently delivered (or deemed delivered) in accordance with Section 8.1 prior to the date of such increase or extension.
8.    COVENANTS
From the date hereof through the Commitment Termination Date, and thereafter until the Advances are paid in full, unless the Required Banks (or the Agent, with the consent of the Required Banks) shall otherwise agree in writing, the Lead Borrower shall do the following:
8.1    Financial Information.
The Lead Borrower shall deliver to the Agent:
(a)    Annual Financial Statements. Within 100 days of the end of each fiscal year of the Lead Borrower, its consolidated annual financial statements, together with an audit
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report certified by independent certified public accountants of recognized standing, whose opinion shall not be qualified as to the scope of the audit or as to the status of the Lead Borrower and its consolidated Subsidiaries as a going concern.
(b)    Interim Financial Statements. Within 60 days of the end of each of the first three fiscal quarters of each fiscal year of the Lead Borrower, its unaudited interim financial statements for such fiscal quarter and the portion of the fiscal year then ended. These statements will be prepared on a consolidated basis and in accordance with GAAP (subject to the absence of footnotes and to normal year-end audit adjustments).
(c)    Compliance Certificate. Concurrent with delivery of the financial statements required above, a compliance certificate, substantially in the form of Exhibit D attached hereto, signed by an officer of the Lead Borrower.
(d)    Notices. Promptly upon obtaining knowledge of the same, written notice of any Default or Event of Default.
(e)    Additional Information. Promptly following any written request therefor, such other information as the Agent or any Bank (through the Agent) may reasonably request.
Information required to be delivered pursuant to subsections (a) and (b) of this Section 8.1 shall be deemed to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information, shall have been posted and be publicly available on the website of the SEC at http://www.sec.gov. The Borrowers hereby acknowledge that the Agent will make available to the Banks materials and/or information provided by or on behalf of any Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Approved Electronic Platform.
8.2    Covenants.
The Lead Borrower shall, and (except in the case of Sections 8.2(k), 8.2(l), and 8.2(m)) shall cause each Subsidiary Borrower to:
(a)    Negative Pledge. Not create, incur or suffer to exist any pledge, lien, security interest, assignment or transfer upon or of any of such Borrower’s accounts receivable, whether now existing or hereafter created or existing; provided, however, nothing in this Section 8.2(a) shall prohibit any Borrower from (i) assigning or transferring its accounts receivable in connection with a transfer of a part of its business from which such accounts receivable have arisen or (ii) transferring not more than 25% of its accounts receivable (with such percentage determined by face amount of the accounts receivable as of the time immediately before such transfer) so long as such Borrower receives reasonably equivalent value on account of such transfer.
(b)    Taxes. Pay, discharge or otherwise satisfy when due and payable, all taxes, assessments and governmental charges levied or imposed upon such Borrower;
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provided, however, such Borrower shall not be required to pay, discharge or otherwise satisfy any such taxes, assessments or governmental charges (i) whose amount, applicability or validity is being contested in good faith by appropriate proceedings, (ii) where reserves in conformity with GAAP with respect thereto have been provided on the books of such Borrower or (iii) to the extent that the failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(c)    Insurance. Maintain insurance in amounts and covering such risks as is usually carried by Persons engaged in similar businesses and owning similar properties in the same general areas in which such Borrower operates. Such insurance shall either be maintained by such Borrower through self-insurance, through captive insurance companies or by insurance issued by responsible and reputable insurance companies.
(d)    Merger. Refrain from transferring all or substantially all of the consolidated assets of the Lead Borrower and its Subsidiaries, taken as a whole, to any Person, or consolidating, merging or amalgamating with, any other Person where such Borrower is not the surviving entity, except that:
(i)    nothing in this Section 8.2(d) shall prohibit a Permitted Parent Holding Company Transaction; provided, in the case of any consolidation, merger or amalgamation involving any Borrower, the requirements of Section 8.2(d)(ii) shall be satisfied; and
(ii)    any Borrower may merge, consolidate or amalgamate with any Person in a transaction in which such Person is the surviving entity, provided that (A) such Person is a corporation (or, in the case of a Subsidiary Borrower, a limited liability company) organized under the laws of the United States, any State thereof or the District of Columbia, (B) substantially concurrently with the consummation of such merger, consolidation or amalgamation, such Person shall execute and deliver to the Agent an assumption agreement (the “Borrower Assumption Agreement”), in form and substance reasonably satisfactory to the Agent, pursuant to which such Person shall expressly assume all of the rights and obligations of such Borrower under this Agreement and the other Loan Documents (including, in the case of any merger, consolidation or amalgamation involving the Lead Borrower, obligations of the Lead Borrower under Section 11.20), (C) such Person shall deliver to the Agent such documents, certificates and opinions as the Agent may reasonably request relating to such Person, the Borrower Assumption Agreement and the transactions contemplated thereby and (D) the Agent and the Banks shall have received, at least three (3) Business Days prior to the date of the consummation of such merger, consolidation or amalgamation, (x) all documentation and other information regarding such Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, that has been reasonably requested
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by the Agent or any Bank and (y) to the extent such Person qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary beneficial ownership certificate in relation to such Person, it being agreed that upon the execution and delivery to the Agent of the Borrower Assumption Agreement and the satisfaction of the other conditions set forth in this paragraph, such Person shall become a party to this Agreement, shall succeed to and assume all the rights and obligations of the applicable Borrower under this Agreement and the other Loan Documents (including all obligations in respect of outstanding Advances made to the applicable Borrower) and shall thenceforth, for all purposes of this Agreement and the other Loan Documents, be a “Borrower”.
(e)    Maintenance of Properties. Make all repairs, renewals or replacements necessary to keep its plant, properties and equipment in good working condition, except to the extent that the failure to do so, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 8.2(e) shall prevent such Borrower from discontinuing the operation or maintenance of such plant, properties or equipment if such discontinuance is, in the judgment of such Borrower, desirable in the conduct of its business.
(f)    Books and Records. Maintain adequate books and records to permit the preparation of financial statements in accordance with GAAP.
(g)    Compliance with Laws. Comply with all material laws and regulations applicable to its business, except to the extent that the failure to so comply, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(h)    Preservation of Rights. Maintain and preserve its organizational existence and all material rights, privileges, charters and franchises it now has; provided, however, that such Borrower may consummate any transaction permitted under Section 8.2(d); provided, further, that such Borrower shall not be required to preserve any such right, privilege, charter or franchise if the Board of Directors or other equivalent governing body of such Borrower shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Borrower.
(i)    Inspection. Upon reasonable notice by the Agent to the Lead Borrower, permit the Agent, subject to applicable law and third party confidentiality agreements entered into by such Borrower in the ordinary course of business, to visit and inspect such Borrower’s properties and examine its books and records to the extent the Agent determines in its reasonable discretion that such inspection and examination is necessary for the Agent to observe and monitor such Borrower’s financial performance and financial condition and to assure such Borrower’s compliance with its obligations under this Agreement; provided that, so long as no Default or Event of Default shall have occurred and be continuing, such inspections shall be limited to once per calendar year.
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(j)    Use of Proceeds. Use the proceeds of the Advances solely for such Borrower’s general corporate purposes; provided, however, that such Borrower shall not directly or, to the knowledge of any Borrower, indirectly use the proceeds of any Borrowing (A) in furtherance of a corrupt offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in a manner which constitutes (1) a violation of the FCPA, (2) a violation of the Bribery Act, or (3) a material violation of any other Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent licensed by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or otherwise authorized under the U.S. law, or (C) in any manner that would result in a material violation of any Sanctions applicable to such Borrower.
(k)    Ratio of EBITDA to Interest. Maintain an EBITDA to Interest Ratio as of the end of each fiscal quarter of the Lead Borrower at not less than 3.0 to 1.0.
(l)    Anti-Corruption Laws and Sanctions. Maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance by the Lead Borrower, its Subsidiaries and their respective directors, officers and employees in all material respects with Anti-Corruption Laws and applicable Sanctions.
(m)    Subsidiary Borrowers. For so long as any Person is a Subsidiary Borrower, not permit such Person to cease to be a Subsidiary of the Lead Borrower.
9.    EVENTS OF DEFAULT AND REMEDIES
9.1    Default.
As used herein, “Event of Default” means any of the following:
(a)    Default in the payment when due of any principal due with respect to any of the Advances and the continuance of such default for one (1) Business Day.
(b)    Default in the payment when due of any interest, fees, costs, expenses or other payments required to be paid by any Borrower under this Agreement or any other Loan Document and the continuance of such default for five (5) Business Days.
(c)    [Reserved].
(d)    Default in the observance or performance of any covenant or agreement contained in Section 8.1(d), 8.2(a), 8.2(d), 8.2(h) (as to existence), 8.2(k) or 8.2(m) of this Agreement.
(e)    Default in the observance or performance of any covenant or agreement contained in Section 8.1 (other than Section 8.1(d)) or 8.2(j) of this Agreement and continuance of such default for thirty (30) calendar days.
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(f)    Default in the observance or performance of any covenant or agreement of any Borrower contained in the Loan Documents (other than a covenant or agreement a default in whose performance is elsewhere in this Section 9.1 specifically dealt with) and continuance for more than thirty (30) calendar days after the earlier of the Lead Borrower’s knowledge thereof and written notice thereof from the Agent to the Lead Borrower.
(g)    Default in the payment of any indebtedness for borrowed money of any Borrower when due (after giving effect to the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness for borrowed money) or, if payable on demand, on demand, in each case if the outstanding principal balance of all such indebtedness for borrowed money in default at any one time exceeds $400,000,000.
(h)    Any representation or warranty made or deemed made by any Borrower in any Loan Document or any certificate furnished pursuant to or in connection with any Loan Document proves to be untrue in any material respect when made or deemed made.
(i)    The rendering against any Borrower of any final judgment, decree or order for the payment of money in an aggregate amount in excess of $400,000,000 (excluding any portion of such judgment, decree or order which is insured by an unrelated third-party insurer which has not objected to or denied coverage) and either (i) such judgment, decree or order shall remain undischarged for a period of ninety (90) consecutive calendar days during which execution thereof shall not be effectively stayed (whether automatically on appeal or otherwise) or (ii) any action shall have been legally taken by a judgment creditor (and shall not have been stayed, whether automatically on appeal or otherwise) to attach or levy upon any assets of such Borrower to enforce any such judgment, decree or order.
(j)    With or without a Borrower’s consent, a custodian, trustee or receiver shall be appointed for a substantial part of the properties of such Borrower (and such appointment, if made without such Borrower’s consent, continues undismissed or unstayed for a period of sixty (60) calendar days), or a petition shall be filed by or against any Borrower under the United States Bankruptcy Code or any similar comprehensive bankruptcy or insolvency law, whether domestic or foreign and, in the case of any such proceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or unstayed for a period of sixty (60) calendar days.
9.2    Remedies.
Upon the occurrence of any one or more Events of Default, or at any time thereafter, the Agent may, with the consent of the Required Banks, and shall, upon request of the Required Banks:
(a)    terminate the Commitments;
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(b)    declare the unpaid principal, accrued interest and all other amounts payable under this Agreement or any other Loan Document to be immediately due and payable; and/or
(c)    exercise any or all remedies available to the Agent or the Banks under this Agreement or any other Loan Document or otherwise available by law or agreement.
Notwithstanding the foregoing, upon the occurrence of an Event of Default under paragraph 9.1(j), the Commitments shall immediately terminate and the unpaid principal, accrued interest and all other amounts payable under this Agreement and any other Loan Document will become immediately due and payable.
9.3    Setoff.
Each Bank and each of its Affiliates may, upon the occurrence of an Event of Default or at any time thereafter, without prior notice to any Borrower, set off and apply any and all deposits held by, and other indebtedness owing by, such Bank or such Affiliate to or for the credit or the account of any Borrower against any and all obligations owing to such Bank or such Affiliate hereunder, whether now or hereafter existing, whether or not the Agent or such Bank or such Affiliate has made demand under this Agreement or any Loan Document and whether such obligations may be contingent or unmatured. Such right shall be in addition to and not in lieu of any other rights and remedies available to the Agent or the Banks or its Affiliates under the other Loan Documents or otherwise available by law or agreement. Each Bank will endeavor to notify the Lead Borrower and the Agent promptly after any such setoff made by such Bank or such Affiliate; provided, however, that the failure to give such notice shall not affect the validity of such setoff or any application of funds realized by such setoff. Each Bank shall have the obligations, if any, specified in Section 11.2 with respect to any amounts obtained pursuant to this Section 9.3.
10.    AGENCY
10.1    Authorization.
(a)    Each Bank irrevocably appoints and authorizes the Agent to act as administrative agent under the Loan Documents, and authorizes the Agent to take such actions on behalf of such Bank, and to exercise such powers, as are delegated to the Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without limiting the foregoing, each Bank hereby authorizes the Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Agent is a party, and to exercise all rights, powers and remedies that the Agent may have under such Loan Documents.
(b)    As to any matters not expressly provided for by this Agreement or the other Loan Documents (including enforcement or collection), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Banks, and, unless and until revoked in writing, such instructions shall be binding upon all Banks; provided, however, that
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the Agent shall not be required to take any action that (i) the Agent in good faith believes exposes it to liability unless the Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Bank in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Agent may seek clarification or direction from the Required Banks prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Lead Borrower or any of its Subsidiaries or other Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity. Nothing in this Agreement or any other Loan Document shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(c)    In performing its functions and duties hereunder and under the other Loan Documents, the Agent is acting solely on behalf of the Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. The motivations of the Agent are commercial in nature and not to invest in the general performance or operations of the Lead Borrower or any of its Subsidiaries. Without limiting the generality of the foregoing:
(i)    the Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Bank or holder of any other Obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Bank agrees that it will not assert any claim against the Agent based on an alleged breach of fiduciary duty by the Agent in connection with this Agreement, any other Loan Document and/or the transactions contemplated hereby or thereby; and
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(ii)    nothing in this Agreement or any other Loan Document shall require the Agent to account to any Bank for any sum or the profit element of any sum received by the Agent for its own account.
(d)    In case of the pendency of any proceeding with respect to any Borrower under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Agent (irrespective of whether the principal of any Advance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(i)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Advances and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Banks and the Agent (including any claim under Sections 3, 4.1, 4.3, 4.4, 5.5 and 11.9) allowed in such judicial proceeding; and
(ii)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Bank to make such payments to the Agent and, in the event that the Agent shall consent to the making of such payments directly to the Banks, to pay to the Agent any amount due to it, in its capacity as the Agent, under the Loan Documents (including under Section 11.9). Nothing contained herein shall be deemed to authorize the Agent to authorize or consent to or accept or adopt on behalf of any Bank any plan of reorganization, arrangement, adjustment or composition affecting the obligations under the Loan Documents or the rights of any Bank or to authorize the Agent to vote in respect of the claim of any Bank in any such proceeding.
(e)    The provisions of this Section 10 are solely for the benefit of the Agent and the Banks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Section 10 and as set forth in Sections 10.2(b) and 10.8, none of the Borrowers or any of their respective Subsidiaries or other Affiliates shall have any rights as a third party beneficiary under any such provisions.
10.2    Distribution of Payments and Proceeds.
The Agent shall distribute any payments, collections or proceeds actually received by it under the Loan Documents for the account of any Bank or other Person to the appropriate recipient promptly following receipt thereof. Each Bank’s interest in the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent’s only liability to the Banks hereunder shall be to account for such
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payments, collections and proceeds received by it for the account of any Bank in accordance with this Agreement. If the Agent is ever required for any reason to refund any such payments, collections or proceeds, each Bank will refund to the Agent, upon demand, its ratable share of such payments, collections or proceeds, together with its ratable share of interest or penalties, if any, payable by the Agent in connection with such refund. The Agent may, in its sole discretion, make payment to the Banks in anticipation of receipt of payment from any Borrower. If the Agent fails to receive any such anticipated payment from a Borrower, each Bank shall promptly refund to the Agent, upon demand, any such payment made to it in anticipation of payment from such Borrower, together with interest for each day on such amount until so refunded at a rate equal to the Overnight Rate.
10.3    Expenses.
All payments, collections and proceeds received or effected by the Agent may be applied, first, to pay or reimburse the Agent (in its capacity as Agent) for all reasonable and documented costs, expenses, damages and liabilities at any time incurred by or imposed upon the Agent in connection with this Agreement or any other Loan Document (including but not limited to all reasonable and documented attorney’s fees, foreclosure expenses and advances made to protect the security of any collateral), except to the extent that the Agent shall have previously received reimbursement of such costs, expenses, damages or liabilities from any Borrower. If the Agent does not receive payments, collections or proceeds sufficient to cover any such costs, expenses, damages or liabilities within five (5) calendar days after their incurrence or imposition, each Bank severally (but not jointly) hereby agrees, upon demand, to remit to the Agent its Percentage (determined as of the date of the applicable demand) of the difference between (i) such costs, expenses, damages and liabilities, and (ii) such payments, collections and proceeds; provided, however, that no Bank shall be liable for any portion of such costs, expenses, damages and liabilities resulting from the gross negligence or willful misconduct of the Agent, as determined by a court of competent jurisdiction in a final non-appealable judgment.
10.4    Indemnification.
Each Bank severally (but not jointly) hereby agrees to indemnify and hold harmless the Agent (in its capacity as Agent, to the extent not reimbursed by any Borrower) and its Related Parties, ratably according to the respective Percentages of the Banks, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs, disbursements, or expenses (including reasonable and documented attorneys’ fees and expenses) of any kind or nature whatsoever, which are imposed on, incurred by, or asserted against the Agent or its Related Parties in any way relating to or arising out of this Agreement or the other Loan Documents, or as a result of any action taken or omitted to be taken by the Agent; provided, however, that no Bank shall be liable for any portion of any such losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs, disbursements, or expenses resulting from the gross negligence or willful misconduct of the Agent, as determined by a court of competent jurisdiction in a final non-appealable judgment. Notwithstanding any other provisions of this Agreement or the other Loan Documents, the Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its satisfaction by the Banks against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.
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10.5    Posting of Communications; Approved Borrower Portal.
(a)    The Borrowers agree that the Agent may, but shall not be obligated to, make any Communications available to the Banks by posting the Communications on an Approved Electronic Platform. The Agent and the Banks agree that the Borrowers may, but shall not be obligated to, make any Borrower Communications to the Agent through an Approved Borrower Portal.
(b)    Although each of the Approved Electronic Platform and the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Banks and the Borrowers acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Agent is not responsible for approving or vetting the representatives or contacts of any Bank that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Banks and the Borrowers hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.
(c)    EACH OF THE APPROVED ELECTRONIC PLATFORM, THE APPROVED BORROWER PORTAL, THE COMMUNICATIONS AND THE BORROWER COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE BORROWER COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM OR THE APPROVED BORROWER PORTAL AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM, THE APPROVED BORROWER PORTAL, THE COMMUNICATIONS OR THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE APPROVED BORROWER PORTAL, THE BORROWER COMMUNICATIONS, THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE AGENT, THE ARRANGERS OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, THE “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY BORROWER, ANY BANK OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR
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OTHERWISE) ARISING OUT OF ANY BORROWER’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM OR ANY BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED BORROWER PORTAL, EXCEPT, IN THE CASE OF ANY APPLICABLE PARTY, TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH APPLICABLE PARTY; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY APPLICABLE PARTY HAVE ANY LIABILITY TO ANY BORROWER, ANY BANK OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES).
(d)    Each Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Bank for purposes of the Loan Documents. Each Bank agrees (i) to notify the Agent in writing (which could be in the form of electronic communication) from time to time of such Bank’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.
(e)    Each of the Banks and the Borrowers agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Agent’s generally applicable document retention procedures and policies.
(f)    Nothing herein shall prejudice the right of the Agent or any Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
10.6    Agent and Affiliates.
The Agent shall have the same rights, powers and obligations hereunder in its individual capacity as any other Bank, and may exercise or refrain from exercising the same as though it were not the Agent, and the Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with the Lead Borrower and any of its Subsidiaries and other Affiliates as fully as if the Agent were not the Agent hereunder and without any duty to account therefor to the Banks.
10.7    Acknowledgements of Banks.
(a)    Each Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) in participating as a Bank, it is engaged in making, acquiring or holding commercial loans in the ordinary course of business,
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and not for the purpose of investing in the general performance or operations of the Lead Borrower or any of its Subsidiaries or for the purpose of purchasing, acquiring or holding any other type of financial instrument, such as a security (and each Bank agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities law), (iii) it has, independently and without reliance upon the Agent, any Arranger or any other Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Bank, and to make, acquire or hold Advances hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans set forth herein, as may be applicable to such Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans, is experienced in making, acquiring or holding such commercial loans. Each Bank also acknowledges that it will, independently and without reliance upon the Agent, any Arranger or any other Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Lead Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
(b)    Each Bank, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Bank hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Agent or the Banks on the Effective Date.
(c)    
(i)    Each Bank hereby agrees that (x) if the Agent notifies such Bank that the Agent has determined in its sole discretion that any funds received by such Bank from the Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Bank (whether or not known to such Bank), and demands the return of such Payment (or a portion thereof), such Bank shall promptly, but in no event later than one Business Day thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing by the Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Bank to the date such amount is repaid to the Agent at the Overnight Rate and (y) to the extent permitted by applicable law, such Bank shall not assert,
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and hereby waives, as to the Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Agent to any Bank under this Section 10.7(c) shall be conclusive, absent manifest error.
(ii)    Each Bank hereby further agrees that if it receives a Payment from the Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Bank agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Bank shall promptly notify the Agent of such occurrence and, upon demand from the Agent, it shall promptly, but in no event later than one Business Day thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing by the Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Bank to the date such amount is repaid to the Agent at the Overnight Rate.
(iii)    Each Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered from any Bank that has received such Payment (or portion thereof) for any reason, the Agent shall be subrogated to all the rights of such Bank with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by such Borrower under or in respect of this Agreement or any other Loan Document; provided, that, for the avoidance of doubt, the immediately preceding clauses (x) and (y) shall not apply to the extent any such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by the Agent from such Borrower for the purpose of making any payment hereunder that became subject to such erroneous Payment.
(iv)    Each party’s obligations under this Section 10.7(c) shall survive the resignation or replacement of the Agent or any transfer of rights or obligations by, or the replacement of, a Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations of the Borrowers under or in respect of this Agreement or any other Loan Document.
(d)    The Banks acknowledge that there may be a constant flow of information (including information which may be subject to confidentiality obligations in favor
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of the Borrowers) between the Lead Borrower and its Affiliates, on the one hand, and JPMorgan and its Affiliates, on the other hand. Without limiting the foregoing, the Lead Borrower and its Affiliates may provide information, including updates to previously provided information to JPMorgan and/or its Affiliates acting in different capacities, including as lender, lead bank, arranger or potential securities investor, independent of such Person’s role as the Agent. The Banks acknowledge that neither JPMorgan nor any of its Affiliates shall be under any obligation to provide any of the foregoing information to them. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent pursuant to this Agreement or the other Loan Documents, the Agent shall not have any duty or responsibility to provide, and shall not be liable for the failure to provide, any Bank with any credit or other information concerning the Advances, the Banks, the business, prospects, operations, property, financial and other condition or creditworthiness of the Lead Borrower or any of its Affiliates that is communicated to, obtained by, or in the possession of, JPMorgan or any of its Affiliates in any capacity, including any information obtained by the Agent in the course of communications among the Agent and the Lead Borrower, any of its Affiliates or any other Person. Notwithstanding the foregoing, any such information may (but shall not be required to) be shared by the Agent with one or more Banks, or any formal or informal committee or ad hoc group of such Banks, including at the direction of any Borrower.
10.8    Resignation.
(a)    The Agent may resign as such at any time upon at least 30 days’ prior notice to the Lead Borrower and the Banks, whether or not a successor Agent has been appointed. In the event of any resignation of the Agent, the Required Banks shall, in consultation with the Lead Borrower, as promptly as practicable appoint a successor Agent. If no such successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the resigning Agent’s giving of notice of resignation, then the resigning Agent may, on behalf of the Banks and, in consultation with the Lead Borrower, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof. Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents.
(b)    Notwithstanding paragraph (a) of this Section, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Banks and the Lead
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Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Banks shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Agent for the account of any Person other than the Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Agent shall directly be given or made to each Bank.
(c)    If the Person serving as Agent is a Defaulting Bank pursuant to clause (d) of the definition thereof, the Required Banks may, by notice in writing to the Lead Borrower and such Person, remove such Person as Agent. In connection therewith, the Required Banks, in consultation with the Lead Borrower, shall appoint a successor. If no such successor shall have been so appointed by the Required Banks and shall have accepted such appointment on or prior to the date that is 30 days following the date such Person became a Defaulting Bank (or such earlier day as shall be agreed by the Required Banks), then such removal shall nonetheless become effective on such date.
(d)    Following the effectiveness of the Agent’s resignation from its capacity as such, the provisions of this Section 10 and Section 11.9, as well as any other exculpatory, reimbursement and indemnification provisions set forth in this Agreement or any other Loan Document, shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.
10.9    Arrangers, Syndication Agent and Documentation Agents.
None of the Arrangers, the Syndication Agent or the Documentation Agents shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Bank), but all such Persons shall have the benefit of the indemnities and exculpatory provisions provided for hereunder and under the other Loan Documents. Each Bank acknowledges that it has not relied, and will not rely, on any Arranger, the Syndication Agent or any Documentation Agent in deciding to enter into this Agreement or any other Loan Document or in taking or omitting any action hereunder or thereunder.
10.10    Delegation of Duties.
The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Section 10 shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the
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extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.
10.11    Bank ERISA Representation.
(a)    Each Bank (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower, that at least one of the following is and will be true:
(i)    such Bank is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Bank’s entrance into, participation in, administration of and performance of the Advances, the Commitments or this Agreement,
(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Bank’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement,
(iii)    (A) such Bank is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Bank to enter into, participate in, administer and perform the Advances, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Bank’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement, or
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Bank.
(b)    In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Bank or (2) a Bank has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately
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preceding clause (a), such Bank further (x) represents and warrants, as of the date such Person became a Bank party hereto, to, and (y) covenants, from the date such Person became a Bank party hereto to the date such Person ceases being a Bank party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower, that the Agent is not a fiduciary with respect to the assets of such Bank involved in such Bank’s entrance into, participation in, administration of and performance of the Advances, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
(c)    The Agent, each Arranger, the Syndication Agent and each Documentation Agent hereby informs the Banks that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Advances, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Advances or the Commitments for an amount less than the amount being paid for an interest in the Advances or the Commitments by such Banks or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
As used in this Section:
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
10.12    Agent’s Reliance, Limitation of Liability, Etc.
(a)    Neither the Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by the Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (i) with the consent of or at the request of the Required Banks (or such other number or percentage of the Banks as shall be necessary, or as the Agent shall believe in good faith to be
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necessary, under the circumstances as provided in the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment); provided that in no event shall the Agent or any of its Related Parties have any liability to any Borrower, any Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(b)    The Agent shall be deemed not to have knowledge of any notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Agent by any Borrower or a Bank. Further, the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Section 6 or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Agent. Notwithstanding anything herein to the contrary, the Agent shall not be liable for, or be responsible for any liabilities, costs or expenses suffered by the Lead Borrower, any of its Subsidiaries or any Bank as a result of, (A) any determination of the Outstandings, any of the component amounts thereof or any portion thereof attributable to each Bank, or any Dollar Equivalent, (B) any determination that any Bank is a Defaulting Bank, or the effective date of such status, it being further understood and agreed that the Agent shall not have any obligation to determine whether any Bank is a Defaulting Bank, (C) any determination made by the Agent of the Central Bank Rate or the Central Bank Rate Adjustment or (D) any determination as to the form or substance of any Borrower Assumption Agreement or any Permitted Parent Holding Company Joinder Agreement.
(c)    Without limiting the foregoing, the Agent (i) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.5, (ii) may consult with legal counsel (including counsel to any Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iii) in determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Bank, may presume that such condition is satisfactory to such Bank unless the Agent shall have received notice to the contrary from such Bank sufficiently in advance of the making of such Advance and (iv) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement
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or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
10.13    Survival.
The provisions of Section 10 shall survive the termination of this Agreement, the resignation or replacement of the Agent or any transfer of rights or obligations by, or the replacement of, a Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations of the Borrowers under or in respect of this Agreement or any other Loan Document.

11.    MISCELLANEOUS
11.1    Notices.
(a)    Except as otherwise specified herein, all notices and other communications hereunder shall be in writing and shall be (i) personally delivered, (ii) sent by registered mail, postage prepaid or overnight courier service or (iii) transmitted by email, as follows:
(i)    if to the Lead Borrower, to it at Building 223-02-W-16, 3M Center, St. Paul, MN 55144, Attention of Stephanie N. Jones (Email: snjones@mmm.com);
(ii)    if to any Subsidiary Borrower, to it in care of the Lead Borrower as provided in clause (i) above;
(iii)    if to (A) the Agent from any Borrower, to it at the address separately provided to the Lead Borrower and (B) the Agent from any Bank, to it at the address separately provided in the Administrative Questionnaire; and
(iv)    if to any Bank, to it at its address (or email) set forth in its Administrative Questionnaire;
or, as to each party, at such other address or email as may hereafter be designated in a notice, in the case of the Agent or any Borrower, to the other parties hereto and, in the case of any Bank, by notice to the Agent and the Lead Borrower, in each case, complying with the terms of this Section. All such notices or other communications shall be deemed to have been given (A) on the date received if delivered personally, (B) on the date of receipt, if delivered by registered mail or overnight courier service or (C) upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), if delivered by email (except that, if such email is not sent during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).
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(b)    Notices and other communications to the Banks hereunder may be, in addition to email, delivered or furnished by other electronic communications or using an Approved Electronic Platform pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices under Sections 2, 4 and 5 to any Bank if such Bank has notified the Agent that it is incapable of receiving notices under such Section by such electronic communication or using an Approved Electronic Platform. Any notices or other communications to the Agent or any Borrower may be, in addition to email, delivered or furnished by other electronic communications (including an Approved Borrower Portal) pursuant to procedures approved by it; provided that approval of such procedures may be limited or rescinded by such Person by notice to each other such Person. Unless the Agent otherwise prescribes, notices or communications posted to an Approved Electronic Platform shall be deemed received upon the deemed receipt by the intended recipient, at its email address as described in clause (C) of Section 11.1(a) above, of notification that such notice or communication is available and identifying the website address therefor.
11.2    Sharing of Payments.
If any Bank shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise) on account of principal of or interest on any Advances resulting in such Bank receiving payment of a greater proportion of the aggregate amount of its Advances and accrued interest thereon than the proportion received by any other Bank, such Bank shall promptly give notice of such fact to the Agent and shall purchase from the other Banks (for cash at face value) such participations in the Advances of the other Banks as shall be necessary to cause the purchasing Bank to share the excess payment or other recovery ratably with each of the other Banks; provided, however, that (i) if any such participations are purchased and all or any portion of the excess payment or other recovery giving rise thereto is thereafter recovered from such purchasing Bank, such participations shall be rescinded and the purchasing Bank shall be restored the purchase price to the extent of such recovery (but without interest thereon) and (ii) the provisions of this Section 11.2 shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any other Loan Document or any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Advances (other than to the Lead Borrower or its Affiliates, as to which the provisions of this Section 11.2 shall apply). Each Borrower consents to the foregoing and agrees that any Bank so purchasing a participation from another Bank pursuant to this Section 11.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of such Borrower in the amount of such participation.
11.3    No Waiver; Cumulative Remedies.
No failure or delay by the Agent or any Bank in exercising any rights under this Agreement or any other Loan Document shall be deemed a waiver of those rights. The remedies provided for in the Agreement and the other Loan Documents are cumulative and not exclusive of any remedies provided by law.
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11.4    Amendments, Etc.
(a)    Any amendment, modification or waiver of any provision of this Agreement or any other Loan Document must be in writing and, subject to Sections 11.4(b) and 11.4(c), signed by, in the case of this Agreement, the Agent and the Lead Borrower or, in the case of any other Loan Document, signed by the Agent and the Borrower or Borrowers that are parties thereto, in each case, with the approval of the Required Banks (or such other number of Banks, if any, as may be expressly required hereunder for such amendment, modification or waiver).
(b)    Notwithstanding any other provision of this Agreement or any other Loan Document, but subject to Section 11.4(c), no amendment, modification or waiver of any provision of this Agreement or any other Loan Document shall (i) forgive or reduce the principal of any Advance without the prior written consent of each Bank directly affected thereby, (ii) forgive or reduce the rate of interest or fees charged under this Agreement (in each case, other than as a result of any waiver of the application of the default rate pursuant to Section 4.3) without the prior written consent of each Bank directly affected thereby, (iii) extend the scheduled due date for payment of principal, interest or fees due under this Agreement, or waive any such payment, in each case, without the prior written consent of each Bank directly affected thereby, (iv) extend the Commitment Termination Date applicable to any Bank without the prior written consent of such Bank, (v) increase the Commitment of any Bank, or change the currency in which Advances are available thereunder, without the prior written consent of such Bank, (vi) amend the definition of “Required Banks” without the prior written consent of each Bank, (vii) amend this Section 11.4 or 11.5(a), or any other provision of this Agreement or any other Loan Document providing for consent or other action by all Banks or all affected Banks, in each case, without the prior written consent of each Bank, (viii) amend any provision for the pro rata treatment of the Banks with respect to the sharing of payments of principal or interest or the making of Advances, in each case, without the prior written consent of each Bank, (ix) release the Lead Borrower from its guarantee under Section 11.20, or limit the liability of the Lead Borrower in respect of such guarantee, in each case, without the prior written consent of each Bank or (x) amend, modify or otherwise affect the rights or duties of the Agent without the prior written consent of the Agent.
(c)    Notwithstanding anything to the contrary in this Section 11.4:
(i)    The Agent may, with the written consent of the Lead Borrower only, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency so long as the Banks shall have received, at least five (5) Business Days’ prior written notice thereof and the Agent shall not have received, within five (5) Business Days of the date of such notice to the Banks, a written notice from the Required Banks stating that the Required Banks object to such amendment, modification or supplement.
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(ii)    any provision of this Agreement or any other Loan Document may be amended by an agreement in writing signed by the Lead Borrower, the Agent and the Required Banks if (A) by the terms of such agreement the Commitment of each Bank not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) at the time such amendment becomes effective, each Bank not consenting thereto receives payment in full of the principal of and interest accrued on each Advance made and all other amounts owing to it or accrued for its account under this Agreement or any other Loan Document;
(iii)    no consent with respect to any amendment, modification or waiver of this Agreement or any other Loan Document shall be required of any Defaulting Bank, except with respect to any amendment, modification or waiver referred to in clause (i), (ii), (iii), (iv), (v) or (viii) of Section 11.4(b) and then only in the event such Defaulting Bank shall be affected by such amendment, modification or waiver;
(iv)    this Agreement may be amended in the manner provided in Sections 2.2, 2.3, 4.6, 11.14 and 11.19; and
(v)    this Agreement and the other Loan Documents may be amended in the manner provided in the definition of “Permitted Parent Holding Company Transaction” and Section 8.2(d)(ii) and, in connection with the effectiveness of any Permitted Parent Holding Company Joinder Agreement or any Borrower Assumption Agreement, this Agreement and the other Loan Documents may be amended or amended and restated by an agreement in writing signed by the Lead Borrower and the Agent to reflect the terms of such Permitted Parent Holding Company Joinder Agreement or such Borrower Assumption Agreement and to provide for such technical modifications as they determine to be necessary or advisable in connection therewith.
11.5    Binding Effect: Assignments and Participations.
(a)    This Agreement is binding on the Borrowers, the Agent and the Banks and their successors and assigns permitted hereby. Except as permitted by the definition of the term “Permitted Parent Holding Company Transaction” or Section 8.2(d)(ii), no Borrower may assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of all the Banks and the Agent (and any attempted assignment or transfer by any Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 11.5(b)), the Arrangers, the Syndication Agent, the Documentation Agents and, to the extent expressly contemplated hereby, the sub-agents of the Agent and the Related Parties of any of the Agent, the Arrangers, the Syndication Agent, the
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Documentation Agents and any Bank) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)    Participations. Any Bank may, at its option, sell one or more participations in that Bank’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and its Advances) to one or more banks or other Persons (other than (i) the Lead Borrower or any of its Affiliates or (ii) any natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) (each, a “Participant”); provided, however, (i) no such participation shall relieve any Bank of its obligations under this Agreement and the other Loan Documents, including, without limitation, its obligation to make Advances hereunder on the terms and subject to the conditions set forth herein, (ii) the Borrowers, the Agent and the other Banks shall continue to deal solely and directly with such Bank granting any such participation in connection with such Bank’s rights and obligations under this Agreement and the other Loan Documents, and (iii) no Participant shall have any right to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents, or to consent to any departure by any Borrower therefrom, except to the extent that such amendment, modification, waiver or consent described in clause (i), (ii), (iii), (iv), (v) or (viii) of Section 11.4(b) and then only in the event such Participant shall be affected by such amendment, modification, waiver or consent. Except as set forth in clause (iii) above, no holder of any such participation shall be entitled to require the Bank granting such participation to take or omit to take any action hereunder or under any other Loan Document.
The Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.4, 5.5 and 9.3 (subject to such Participant’s compliance with the requirements and limitations therein, including the requirements under Section 5.5(d) (it being understood that the documentation required under Section 5.5(d) shall be delivered to the Bank that sells the participation)) to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to subsection (c) of this Section 11.5; provided that such Participant (A) agrees to be subject to the provisions of Sections 4.5 and 11.2 as if it were an assignee under subsection (c) of this Section 11.5 and (B) shall not be entitled to receive any greater payment under Section 4.4 or 5.5, with respect to any participation, than the Bank from whom it acquired the applicable participation would have been entitled to receive, unless the sale of such participation is made with the prior written consent of the Lead Borrower and the Lead Borrower expressly waives the benefit of this provision at the time of such participation. Each Bank that sells a participation agrees, at the Lead Borrower’s request and expense, to use reasonable efforts to cooperate with the Lead Borrower to effectuate the provisions of Section 4.5 with respect to any Participant.
Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Advances or other obligations under the Loan
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Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Advances or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Advance or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.
(c)    Assignments.
(i)    Generally. Subject to the limitations set forth in subsection (ii) below, any Bank may, at its option, assign to another Person all or a part of its Commitment, Advances and other rights and obligations under this Agreement; provided that each partial assignment of a Commitment or Advances shall be made as an assignment of a proportionate part of all the assigning Banks’ rights and obligations under this Agreement. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Approved Electronic Platform), and the assignee, if it shall not be a Bank, shall deliver to the Agent any tax forms required by Section 5.5 and an Administrative Questionnaire. From and after the effective date of any such assignment, the assignee thereunder shall, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, have the rights and obligations so assigned to it, and the assigning Bank shall, to the extent that rights and obligations have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement. Any Bank making an assignment under this Section shall pay the Agent a transfer fee in the amount of $3,500 concurrent with such assignment.
(ii)    Limitations. Notwithstanding paragraph (i):
(A)    Any assignment under paragraph (i) may be made only with the prior written consent of the Agent and the Lead Borrower, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof.
(B)    Unless the Agent and the Lead Borrower otherwise consent in writing, which consent shall not be unreasonably withheld,
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conditioned or delayed, no assignment may be made to any Person that is not an Eligible Assignee.
(C)    Unless the Agent and the Lead Borrower otherwise consent in writing and except as provided herein, which consent shall not be unreasonably withheld, conditioned or delayed, the aggregate Credit Exposure assigned by any Bank shall not exceed 60% of its original Commitment hereunder, as such Commitment may have been reduced from time to time pursuant to Section 5.4.
(D)    Unless the Agent and the Lead Borrower otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, any assignment of a part of a Bank’s Commitment, Advances and other rights and obligations must be in a minimum amount of $25,000,000.
No consent of the Lead Borrower that would otherwise be required under this subsection (ii) shall be required during any period in which an Event of Default pursuant to clause (a), (b) or (j) of Section 9.1 exists. No consent of the Agent or the Lead Borrower that would otherwise be required under this subsection (ii) shall be required in connection with an assignment by any Bank to any Affiliate of that Bank or to another Bank, that in each case is an Eligible Assignee; provided that such Bank shall have given prior written notice thereof to the Agent and the Lead Borrower.
(d)    Information. Subject to compliance with Section 11.18, each Borrower authorizes the Agent and each Bank to disclose to its Affiliates and any Participant or assignee and any prospective Participant or assignee any and all financial and other information in the possession of the Agent or that Bank concerning the Lead Borrower and its Affiliates.
(e)    Assignment as Security. Nothing herein shall prohibit any Bank from pledging or assigning a security interest in all or part of its rights under this Agreement and the other Loan Documents to secure obligations of such Bank to any Person, including, without limitation, to any Federal Reserve Bank, in accordance with applicable law; provided that no such pledge or assignment of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto.
(f)    Register.
(i)    The Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitment of, and principal amount (and stated interest) of the Advances owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the
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Register shall be conclusive absent manifest error, and the Borrowers, the Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Bank, at any reasonable time and from time to time upon reasonable prior notice.
(ii)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Bank and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Bank hereunder), the transfer fee referred to in clause (c)(i) of this Section 11.5 and any written consent to such assignment required by clause (c)(ii) of this Section 11.5, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Bank or the assignee shall have failed to make any payment required to be made by it pursuant to Section 5.1 or 10.2(a), the Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
11.6    New York Law.
This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise and whether in law or equity) arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would require the application of the laws of another jurisdiction.
11.7    Severability of Provisions.
If any part of this Agreement is unenforceable, the rest of the Agreement may still be enforced.
11.8    Integration.
This Agreement and the other Loan Documents contain the entire understanding among the parties relating to the subject matter hereof and supersede all other oral or written agreements among the Borrowers, the Agent or any Bank relating to the subject matter hereof.
11.9    Indemnification by the Lead Borrower; Limitation of Liability.
(a)    The Lead Borrower hereby agrees to indemnify and hold harmless the Agent, each Arranger, the Syndication Agent, each Documentation Agent and each Bank, as well as their respective Affiliates and their and their respective Affiliates’ respective agents, employees, officers and directors (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation,
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reasonable and documented fees and disbursements of counsel) to which any Indemnified Party may become subject (including, without limitation, in connection with any investigation, litigation or proceeding (any of the foregoing, a “Proceeding”)), in each case arising out of or in connection with or by reason of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Borrowings; provided, that (i) the foregoing indemnity will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or related expenses (A) to the extent that such loss, claim, damage, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Persons, (B) to the extent resulting from any Proceeding that does not involve an act or omission of the Lead Borrower or any of its Affiliates and that is brought by an Indemnified Party solely against another Indemnified Party, other than claims against the Agent, in its capacity or in fulfilling its role as an administrative agent, or any Arranger, the Syndication Agent or any Documentation Agent, in its capacity or in fulfilling its roles as such, or (C) to the extent resulting from a material breach by such Indemnified Party or any Related Person thereof of its obligations hereunder, as found by a final, non-appealable judgment by a court of competent jurisdiction and (ii) the Lead Borrower’s obligation to reimburse legal expenses pursuant to this Section 11.9(a) shall be limited to the fees, charges and disbursements of one counsel (and, if reasonably necessary, one local counsel in any relevant jurisdiction) to all Indemnified Parties and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for all affected Indemnified Parties. Subject to clause (B) above, the Lead Borrower’s obligation to indemnify and hold harmless in the case of any Proceeding shall be effective whether or not such Proceeding is brought by the Lead Borrower, any of its Subsidiaries, any of their respective directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto and whether based on contract, tort or any other theory.
(b)    The Lead Borrower will not, without the prior written consent of the applicable Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnified Party or any injunctive relief or other non-monetary remedy. The Lead Borrower will not be liable for any settlement, compromise, consent or termination of any pending or threatened Proceeding effected without the Lead Borrower’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed); provided that the foregoing indemnity and hold harmless agreement will apply to any such settlement, compromise, consent or termination in the event that
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the Lead Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement, compromise, consent or termination and elected not to assume such defense; provided, further, that if a Proceeding is settled, compromised, consented to or terminated with the Lead Borrower’s prior written consent or if there is a final judgment in any such Proceeding, the Lead Borrower agrees to indemnify and hold harmless each Indemnified Party to the extent and in the manner set forth above.
(c)    Notwithstanding any other provision of this Agreement or any other Loan Document, none of the Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Bank or any of their respective Affiliates or any of their or their respective Affiliates’ respective agents, employees, officers and directors (collectively, the “Bank-Related Parties” and individually a “Bank-Related Party”) shall have any liability (whether in contract, tort or otherwise) to the Lead Borrower, any of its Affiliates or any of their respective security holders or creditors for any losses, claims, damages, liabilities or expenses in connection with this Agreement, the other Loan Documents or the use of proceeds of the Borrowings or any related transaction, except, in each case, to the extent such losses, claims, damages, liabilities or expenses of any Borrower resulted from the bad faith, gross negligence or willful misconduct of such Bank-Related Party or any of its Related Persons or from a material breach by such Bank-Related Party or any of its Related Persons of their obligations hereunder, in each case, as found by a final non-appealable judgment by a court of competent jurisdiction. In no event, however, shall any Bank-Related Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings) in connection with this Agreement, the other Loan Documents or the use of proceeds of the Borrowings or any related transaction. To the extent permitted by applicable law, each Borrower shall not assert, and hereby waives, any claim against any Bank-Related Party, on any theory of liability, for any losses, claims, damages, liabilities and expenses arising from the use by unintended recipients of information or other materials (including any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), other than for direct or actual damages primarily resulting from the bad faith, gross negligence or willful misconduct of such Bank-Related Party or any of its Related Persons or from a material breach by such Bank-Related Party or any of its Related Persons of their obligations hereunder, in each case, as found by a final non-appealable judgment by a court of competent jurisdiction.
(d)    No Borrower shall be liable to the Agent, the Banks or any other Bank-Related Party for any special, indirect, consequential or punitive damages in connection with this Agreement, the other Loan Documents or the use of proceeds of the Borrowings or any related transaction; provided that this sentence shall not limit any Borrower’s indemnification and hold harmless obligations as set forth in this Section 11.9 or elsewhere in any other Loan Document.
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(e)    The obligations of each party under this Section 11.9 shall survive the termination of this Agreement, the resignation or replacement of the Agent or any transfer of rights or obligations by, or the replacement of, a Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all obligations of the Borrowers under or in respect of this Agreement or any other Loan Document.
11.10    Customer Identification - USA Patriot Act Notice.
Each Bank and the Agent (for itself and not on behalf of any other party) hereby notifies each Borrower that, pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies such Borrower, which information includes the name and address of such Borrower and other information that will allow such Bank or the Agent, as applicable, to identify such Borrower in accordance with the USA Patriot Act. Each Borrower agrees to promptly provide, to the extent commercially reasonable, such information upon reasonable request.
11.11    Execution in Counterparts; Electronic Execution.
(a)    This Agreement and the other Loan Documents may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts of this Agreement or such other Loan Document, as the case may be, taken together, shall constitute but one and the same instrument.
(b)    Delivery of an executed counterpart of a signature page of (i) this Agreement, (ii) any other Loan Document and/or (iii) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 11.1), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each, an “Ancillary Document”) that is an Electronic Signature transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided further, that, without limiting the foregoing, (A) to the extent the Agent has agreed to accept any Electronic Signature, the Agent and each of the Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any Borrower
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without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (B) upon the request of the Agent or any Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each Borrower hereby (1) agrees that, for all purposes, including, without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Agent, the Banks and the Borrowers, Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduce an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (2) agrees that the Agent and each of the Banks may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (3) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto, and (4) waives any claim against any Bank-Related Party for any losses, claims, damages and liabilities arising solely from the Agent’s and/or any Bank’s reliance on or use of Electronic Signatures and/or transmissions by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims, damages or liabilities arising as a result of the failure of any Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
11.12    Waiver of Jury Trial.
THE BORROWERS, THE AGENT AND THE BANKS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE AND WHETHER IN LAW OR EQUITY) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, THE NOTES AND ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIPS ESTABLISHED HEREUNDER. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
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11.13    Jurisdiction.
Each of the Borrowers, the Agent and the Banks hereby irrevocably and unconditionally (i) agrees that it will not commence any suit, action or proceeding of any kind or description, whether in law or in equity, whether in contract, tort or otherwise, against any other party hereto arising out of or in any way relating to this Agreement or any of the other Loan Documents in any forum other than any New York State or Federal court located in New York County, and any appellate court from any thereof, (ii) submits, for itself and its property, to the jurisdiction of such courts over any such suit, action or proceeding and agrees that all claims in respect of such actions or proceeding may be heard and determined in any such state or federal court, (iii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such state or federal court and (iv) consents to the service of any process, summons, notice or document in any such suit, action or proceeding by registered mail addressed to it at its address referred to in Section 11.1. Each of the Borrowers, the Agent and the Banks agrees that a final judgment in any such suit, action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 11.13 shall affect the right of any Borrower, the Agent or any Bank to serve legal process in any other manner permitted by law.
11.14    Substitution of Currency.
If a change in Euro occurs pursuant to any applicable law, rule or regulation of any Governmental Authority, this Agreement will be amended to the extent determined by the Agent (acting reasonably and in consultation with the Lead Borrower) to be necessary to reflect the change in currency and to put the Banks and each Borrower in the same position, so far as possible, that they would have been in if no change in Euro had occurred.
11.15    No Fiduciary Relationship.
The Agent and the Banks may be engaged in a broad range of transactions that involve interests that differ from those of the Lead Borrower and its Affiliates, and neither the Agent nor any Bank has any obligation to disclose any of such interest to the Lead Borrower or its Affiliates. Each Borrower acknowledges that the Banks have no fiduciary relationship with, or fiduciary duty to, such Borrower arising out of or in connection with this Agreement or the other Loan Documents, and the relationship between each Bank and each Borrower is solely that of creditor and debtor.  This Agreement and the other Loan Documents do not create a joint venture among the parties hereto.
11.16    Waiver of Prior Notice under Existing Credit Agreement.
Each of the Lead Borrower and the Banks that are parties to the Existing Credit Agreement, which Banks constitute the “Required Banks” under and as defined in the Existing Credit Agreement, hereby waives any requirement that notice of the termination of the commitments and notice of prepayment in full of the amounts owing thereunder be delivered in advance of such termination or prepayment.
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11.17    Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
As used in this Agreement:
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act of 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution
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Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
11.18    Confidentiality.
Each of the Agent and the Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such
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disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential or shall be subject to a professional obligation of confidentiality), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.18, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are to be made by reference to, or any insurance or reinsurance transaction relating to, the Lead Borrower, any of its Subsidiaries or their obligations, (g) subject to customary confidentiality undertaking for such Person, (i) any rating agency, or (ii) the CUSIP Service Bureau or any similar organization, (h) with the consent of the Lead Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.18 or (ii) becomes available to the Agent, any Bank or any of their respective Affiliates on a non-confidential basis from a source other than the Lead Borrower or any of its Subsidiaries, which it has no reason, after due inquiry, to believe has any confidentiality or fiduciary obligation to the Lead Borrower or such Subsidiary with respect to such Information.
For purposes of this Section 11.18, “Information” means all information received from the Lead Borrower or any of its Subsidiaries relating to the Lead Borrower or any of its Affiliates or any of their respective businesses, other than any such information that is available to the Agent or any Bank on a non-confidential basis prior to disclosure by the Lead Borrower or any of its Subsidiaries and other than information pertaining to this Agreement customarily provided by arrangers to data service providers, including league table providers, that serve the lending industry, provided that, in the case of information received from the Lead Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.18 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Notwithstanding the foregoing, nothing in this Section 11.18 shall prohibit any Person from voluntarily disclosing or providing any Information to any Governmental Authority or self-regulatory authority to the extent that the prohibition on such disclosure otherwise set forth in this Section 11.18 shall be prohibited by the laws or regulations of, or applicable to, such Governmental Authority or self-regulatory authority.
11.19    Subsidiary Borrowers.
(a)    The Lead Borrower may cause any Subsidiary that is a Domestic Subsidiary to become a Borrower hereunder by (i) delivering to the Agent a Subsidiary Borrower Joinder Agreement executed by such Subsidiary and the Lead Borrower, (ii)
93

delivering an opinion of counsel to such Subsidiary addressed to the Agent and each Bank in form and substance reasonably satisfactory to the Agent, (iii) delivering a customary secretary’s (or equivalent) certificate in form and substance reasonably satisfactory to the Agent, (iv) delivering good standing certificates (or equivalent evidence) for such Subsidiary which the Agent reasonably may have requested and (v) furnishing to the Agent and the Banks all documentation and other information that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act and Beneficial Ownership Regulation.
(b)    If at any time a Subsidiary Borrower has no outstanding Advances made to it and no accrued but unpaid interest owed by it, the Lead Borrower may elect to deliver to the Agent an executed Subsidiary Borrower Termination with respect to such Subsidiary Borrower, whereupon such Subsidiary Borrower shall cease to be a “Subsidiary Borrower” hereunder.
(c)    Each Subsidiary Borrower hereby appoints the Lead Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Advances, designation of interest rates, delivery or receipt of Communications, receipt and payment of Advances and other obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Agent or any Bank. The Lead Borrower hereby accepts such appointment. The Agent and the Banks shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Borrowing Request and any Interest Election Request) delivered by the Lead Borrower on behalf of any Subsidiary Borrower. The Agent and the Banks may give any notice to or communication with a Subsidiary Borrower hereunder to the Lead Borrower on behalf of such Subsidiary Borrower. Each of the Agent and the Banks shall have the right, in its discretion, to deal exclusively with the Lead Borrower for any or all purposes under the Loan Documents. Each Subsidiary Borrower agrees that any notice (including any Borrowing Request and any Interest Election Request), election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. Each Subsidiary Borrower further agrees that any amendment, modification or waiver to this Agreement or any other Loan Document may be effected as set forth in Section 11.4, that no consent of such Subsidiary Borrower shall be required to effect any such amendment, modification or waiver and that such Subsidiary Borrower shall be bound by this Agreement or any other Loan Document (if it is theretofore a party thereto) as so amended, modified or waived.
11.20    Guaranty.
(a)    In order to induce the Banks to extend credit hereunder, the Lead Borrower hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment and performance when and as due of the Obligations of each
94

Subsidiary Borrower (the “Guaranteed Obligations”). The Lead Borrower further agrees that the due and punctual payment of such Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Guaranteed Obligation.
(b)    The Lead Borrower waives presentment to, demand of payment from and protest to any Subsidiary Borrower of any of the Guaranteed Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Lead Borrower hereunder shall not be affected by (i) the failure of the Agent or any Bank to assert any claim or demand or to enforce any right or remedy against any Subsidiary Borrower under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any extension or renewal of any of the Guaranteed Obligations, (iii) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, or any other Loan Document or agreement, (iv) any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations, (v) any decree or order, or any law or regulation of any jurisdiction or event affecting any term of a Guaranteed Obligation or (vi) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Lead Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Lead Borrower to subrogation or any other circumstance that might constitute a defense of any Subsidiary Borrower, other than the payment or satisfaction of a Guaranteed Obligation, and any defense arising from the foregoing is hereby waived.
(c)    The Lead Borrower further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Agent or any Bank to any balance of any deposit account or credit on the books of the Agent or any Bank in favor of any Subsidiary Borrower or any other Person.
(d)    The obligations of the Lead Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full of all the Guaranteed Obligations), and any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise (other than for the indefeasible payment in full of all the Guaranteed Obligations) is hereby waived.
(e)    The Lead Borrower further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored
95

by the Agent or any Bank upon the bankruptcy or reorganization of any Subsidiary Borrower or otherwise.
(f)    In furtherance of the foregoing, and not in limitation of any other right, the Agent or any Bank may have at law or in equity against the Lead Borrower by virtue hereof, upon the failure of any Subsidiary Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Lead Borrower hereby promises to and will, upon receipt of written demand by the Agent or any Bank, forthwith pay, or cause to be paid, to the Agent or Bank in cash an amount equal to the unpaid principal amount of such Guaranteed Obligation then due, together with accrued and unpaid interest thereon.
(g)    Upon payment by the Lead Borrower of any sums as provided above, all rights of the Lead Borrower against any Subsidiary Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Guaranteed Obligations owed by such Subsidiary Borrower to the Agent and the Banks.
[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
96

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.
3M COMPANY
By:    /s/ Stephanie N. Jones    
Name: Stephanie N. Jones
Title: Senior Vice President of Tax and Treasurer
(Signature Page to Credit Agreement of 3M Company)

JPMORGAN CHASE BANK, N.A., as Agent and Bank

By:    /s/ Eduardo Lopez Peiro    
Name: Eduardo Lopez Peiro
Title: Vice President
(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


CITIBANK, N.A., as a Bank

By:    /s/ Susan Olsen    
Name: Susan Olsen
Title: Vice President
(Signature Page to Credit Agreement of 3M Company)



BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


Bank of America, N.A., as a Bank

By:    /s/ Eden Pham    
Name: Eden Pham
Title: Associate
(Signature Page to Credit Agreement of 3M Company)



BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


Deutsche Bank AG New York Branch, as a Bank

By:    /s/ Marko Lukin    
Name: Marko Lukin
Title: Director


By:    /s/ Alison Lugo    
Name: Alison Lugo
Title: Vice President
(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


BARCLAYS BANK PLC, as a Bank

By:    /s/ Timothy Uwemedimo    
Name: Timothy Uwemedimo
Title: Authorized Signatory

(Signature Page to Credit Agreement of 3M Company)


BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


BNP PARIBAS, as a Bank

By:    /s/ Claudia Zarate    
Name: Claudia Zarate
Title: Managing Director


By:    /s/ Alan Vitulich    
Name: Alan Vitulich
Title: Managing Director
(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


GOLDMAN SACHS BANK USA, as a Bank

By:    /s/ Jonathan Dworkin    
Name: Jonathan Dworkin
Title: Authorized Signatory


(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


MORGAN STANLEY BANK, N.A., as a Bank

By:    /s/ Michael King    
Name: Michael King
Title: Authorized Signatory


(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY



WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Bank

By:    /s/ Daniel K. Kinasz    
Name: Daniel K. Kinasz
Title: Executive Director

(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


BANCO SANTANDER, S.A., NEW YORK
BRANCH, as a Bank

By:    /s/ Andres Barbosa    
Name: Andres Barbosa
Title: Managing Director


By:    /s/ Zara Kamal    
Name: Zara Kamal
Title: Executive Director
(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


Bank of China, New York Branch, as a Bank

By:    /s/ Raymond Qiao    
Name: Raymond Qiao
Title: Executive Vice President

(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


Industrial and Commercial Bank of China Limited,
New York Branch, as a Bank

By:    /s/ Xuan Zhang    
Name: Xuan Zhang
Title: Vice President


By:    /s/ Pinyen Shih    
Name: Pinyen Shih
Title: Executive Director
(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


PNC Bank, National Association, as a Bank

By:    /s/ Kelly McQueen    
Name: Kelly McQueen
Title: Senior Vice President

(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


The Bank of New York Mellon, as a Bank

By:    /s/ Tak Cheng    
Name: Tak Cheng
Title: Senior Vice President


(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


U.S. Bank National Association, as a Bank

By:    /s/ Megan Groose    
Name: Megan Groose
Title: Senior Vice President

(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


Agricultural Bank of China Limited, New York Branch, as a Bank

By:    /s/ Nelson Chou    
Name: Nelson Chou
Title: SVP & Head of Corporate
    Banking Department

(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


Royal Bank of Canada, as a Bank

By:    /s/ Greg Lagerquist    
Name: Greg Lagerquist
Title: Senior Director, Corporate Client Group

(Signature Page to Credit Agreement of 3M Company)

BANK SIGNATURE PAGE TO
CREDIT AGREEMENT OF
3M COMPANY


Standard Chartered Bank, as a Bank

By:    /s/ Lalita Vadhri    
Name: Lalita Vadhri
Title: Managing Director
(Signature Page to Credit Agreement of 3M Company)
SCHEDULE I
COMMITMENTS

Name of Bank
Commitment
JPMorgan Chase Bank, N.A.
$398,500,000
Citibank, N.A.
$398,500,000
Bank of America, N.A.
$398,500,000
Deutsche Bank AG New York Branch
$398,500,000
Barclays Bank PLC
$299,000,000
BNP Paribas
$299,000,000
Goldman Sachs Bank USA
$299,000,000
Morgan Stanley Bank, N.A.
$299,000,000
Wells Fargo Bank, National Association
$299,000,000
Banco Santander, S.A., New York Branch
$159,000,000
Bank of China, New York Branch
$159,000,000
Industrial and Commercial Bank of China Limited, New York Branch
$159,000,000
PNC Bank, National Association
$159,000,000
The Bank of New York Mellon
$159,000,000
U.S. Bank National Association
$159,000,000
Agricultural Bank of China Limited, New York Branch
$69,000,000
Royal Bank of Canada
$69,000,000
Standard Chartered Bank
$69,000,000
Total:
$4,250,000,000


I-1

EXHIBIT 31.1
SARBANES-OXLEY SECTION 302 CERTIFICATION
I, William M. Brown, certify that:
1.I have reviewed this quarterly report on Form 10-Q of 3M Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
/s/ William M. Brown
William M. Brown
Chief Executive Officer
October 20, 2026



EXHIBIT 31.2
SARBANES-OXLEY SECTION 302 CERTIFICATION
I, Anurag Maheshwari certify that:
1.I have reviewed this quarterly report on Form 10-Q of 3M Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
/s/ Anurag Maheshwari
Anurag Maheshwari
Executive Vice President and Chief Financial Officer
October 20, 2026


EXHIBIT 32.1
SARBANES-OXLEY SECTION 906 CERTIFICATION
In connection with the Quarterly Report of 3M Company (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William M. Brown, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ William M. Brown
William M. Brown
Chief Executive Officer
October 20, 2026


EXHIBIT 32.2
SARBANES-OXLEY SECTION 906 CERTIFICATION
In connection with the Quarterly Report of 3M Company (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anurag Maheshwari , Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Anurag Maheshwari
Anurag Maheshwari
Executive Vice President and Chief Financial Officer
October 20, 2026


EXHIBIT 95
MINE SAFETY DISCLOSURES

For the third quarter of 2026, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Act, in connection with the Pittsboro, North Carolina mine, the Little Rock, Arkansas mine, the Corona, California mine, and the Wausau, Wisconsin mine (including Greystone Plant):

Mine or Operating
Name/MSHA
Identification
Number		Section 104
S&S Citations
Orders (#)		Section
104(b)
Orders (#)		Section
104(d)
Citations and
Orders (#)		Section
110(b)(2)
Violations (#)		Section
107(a)
Orders (#)		Total Dollar Value
of MSHA
Assessments
Proposed
($)		Total Number
of Mining
Related
Fatalities (#)		Received
Notice of
Pattern of
Violations
Under Section
104(e) (yes/no)		Received
Notice of
Potential of
Violations
Under Section
104(e) (yes/no)		Legal Actions
Pending as of
Last Day of
Period (#)		Aggregate
Legal Actions
Initiated During
Period (#)		Aggregate
Legal Action
Resolved
During Period
(#)
3M Pittsboro ID: 3102153— — — — — $— — NoNo— — — 
3M Little Rock ID: 03004265 — — — — — — NoNo— — — 
3M Corona Plant ID: 0400191— — — — — — — NoNo— — — 
Greystone Plant ID: 4700119— — — — — — — NoNo— — — 
Wausau Plant ID: 4702918— — — — — — — NoNo— — — 
Total5 — — — — $— — — — —