On August 24, 2012, 3M Company entered into a $150 million bilateral letter of credit agreement (the "Agreement") with HSBC Bank USA, National Association (the "Bank").

The Agreement includes provisions regarding 3M's guaranty of obligations incurred by its subsidiaries under the Agreement and contains customary representations, warranties and covenants, including but not limited to covenants restricting our ability to incur liens, merge or consolidate into another entity. Further, the Agreement contains a covenant requiring us to maintain our EBITDA to Interest Ratio as of the end of each quarter at not less than 3.0 to 1. This is calculated as the ratio of consolidated EBITDA for the four consecutive quarters then ended to interest payable on all funded debt for the same period.

The full terms and conditions of the letter of credit facility are set forth in the Agreement. A copy of the Agreement is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

The Bank and its affiliates have various relationships with 3M and its subsidiaries involving the provision of financial services.

The information described above under "Item 1.01. Entry into a Material Definitive Agreement" with respect to the Agreement is hereby incorporated by reference.

(d) Exhibits:

Exhibit
Number                        Description of Exhibits
10.1      Bilateral Letter of Credit Agreement dated as of August 24, 2012