SOLVSolventum

We note your revisions in response to comment 12 issued in our March 15, 2023 letter. Please revise to clarify which "form of" related party agreements in your Exhibits Index will be replaced with final, signed agreements prior to your Form 10 going effective. Please also revise to further disclose the financial terms of each of the agreements you intend to enter into prior to going effective.

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As an example, we note on page 241 that under the Transition Services Agreement, the service recipient will generally be required to pay a fixed monthly service fee. We also note that a request for a one-year extension may not be unreasonably withheld and "such extensions are subject to escalated service fees." Revise to disclose the terms of this fixed monthly service fee and to further discuss these "escalated service fees".

In response to the Staff’s comment, the Company has revised the disclosure on pages 242 and 247-249. Read in the reply ↗

We note your revisions in response to comment 1 and reissue in part. Please revise to disclose any termination provisions in connection with the Intellectual Property Cross License Agreement. Please also define "qualifying third-party supplier" on page 246.

In response to the Staff’s comment, the Company has revised the disclosure on page 250 and 253. Read in the reply ↗

We note your disclosure that you intend to use the proceeds of the Credit Facilities "for general corporate purposes, including, in respect of the Term Facilities, to make direct and/or indirect cash transfers to 3M as partial consideration for 3M’s transfer of the Health Care Business to the Company." Please revise to further discuss the consideration that will be paid to 3M, including to note that you will retain

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$600 million in cash and cash equivalents following any such payment.

In response to the Staff’s comment, the Company has revised the disclosure on pages 8, 29, 73, 78-79, 87, 89 and 258-259. Read in the reply ↗

We note that your financial statements for the period ended September 30, 2023 included disclosures regarding a compliance matter which led to an internal investigation to determine whether there was a violation of the U.S. Foreign Corrupt Practices Act. We note that you were previously in discussions related to a potential resolution.

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Please help us understand what led you to determine that disclosures should no longer be provided pursuant to ASC 450 including disclosures related to a resolution, if applicable.

In response to the Staff’s comment, the Company respectfully advises the Staff that the Company’s determination that disclosures relating to this matter were no longer required pursuant to ASC 450 was based on the following factors, as previously assessed by the Company’s management in connection with preparing and filing the Company’s year-end 2023 financial statements:

•the matter was fully resolved in the third quarter of 2023, for a settlement amount of $6.5 million, through a voluntary settlement entered into between 3M and the SEC, and with the DOJ closing its investigation with no

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action taken;

•no loss contingency is required to be accrued, as no additional loss or payment is probable; and

•the financial impact of the resolution was not material to the Company’s 2023 annual financial statements, based on a materiality assessment including the following considerations:

◦the matter was not quantitatively material to the Company’s financial statements (based on the amount of the final payment);

◦the matter was fully closed by all parties; and

◦the matter was not qualitatively material, as no actions beyond the previously disclosed, immaterial payment were required to be taken.

Prior to the resolution of the matter in the third quarter of 2023, the Company had determined that disclosure of the pending matter was appropriate, as prior to resolution it was not possible for the Company to make a definitive conclusion that the matter was not material. The Company further determined to disclose the resolution of the matter in its third quarter 2023 financial statements as the 2022 annual financial statements had disclosed the matter and the interim financial statements are intended to be read with those financial statements. Once the resolution became known, and management determined that the matter was both quantitatively and qualitatively immaterial, the Company concluded that disclosure under ASC 450 was not required as the matter was not material in relation to the 2023 annual financial statements, in accordance with ASC 270-10-50-6.

However, although the Company’s management continues to believe that the matter as resolved is not material and does not require disclosure under ASC 450, in response to the Staff’s comment, the Company has elected to disclose the matter and its resolution on page F-32 in order to clarify that the matter was resolved.

Read in the reply ↗

Please tell us what consideration was given to also updating this financial information for the year ended December 31, 2023.

In response to the Staff’s comment, the Company has revised Appendix A to reflect the year ended December 21, 2023. Read in the reply ↗

We note your disclosure that: i) you have not independently verified the data from industry analyses and cannot guarantee their accuracy or completeness; and, ii) that the data regarding industry size and SpinCo's competitive position within the industry is inherently imprecise. These statements appear to imply a disclaimer of responsibility for this information in the registration statement.

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Please either revise this section to remove such implication or specifically state that you are liable for all information in the registration statement.

No reply letter found.

Please revise the description of your strengths, strategy and risks factors to ensure a balanced presentation. The risk factor discussion should be as prominent in detail and presentation as the discussion of your strengths and strategy.

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Please revise the risk factor discussion to expand each bullet to provide additional detail and highlight any risks relating to the spin-off and changes to your business by addressing them first. Include a more prominent discussion of the risks related to operating as a separate entity, as provided in further detail beginning on page 43, and the risks associated with the expected indebtedness, as noted on pages 9 and 47.

No reply letter found.

We note your statement that the industries in which you participate represent an over $190 billion global opportunity, and your disclosure of the market opportunity in each of the four listed market segments. First, please clarify what you mean by "global opportunity" and the basis for the $190 billion total given the total of the four segments.

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Second, please please provide the basis for the market opportunity estimates for each of your listed segments, including and the assumptions underlying these statements and growth rates. Investment Highlights, page 14

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To the extent you make broad statements of leadership with respect to SpinCo, please revise to clarify or substantiate the claims or state that these are your beliefs. We note the statements on pages 11-18 and elsewhere in the document, that the company is a "global healthcare leader;" that "SpinCo is an integral part of the global healthcare ecosystem;" and your "businesses and employees are united to advance the

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state of human health across the globe by leveraging the most advanced technology in healthcare and experience in research and development, manufacturing, marketing and regulatory compliance;" and, finally, that SpinCo has a "world-class, technologically advanced manufacturing infrastructure." These are only examples; however, please revise these and similar statements to provide additional context, substantiate them, or state them as your belief.

No reply letter found.

Despite the focus on healthcare throughout the document, we note only brief mention of the regulation by the FDA in the risk factors on pages 34 and 38 and in the Regulatory section on page 108. Please revise the Regulatory section and other relevant discussions to disclose the extent to which SpinCo's segments and products are regulated as pharmaceuticals, medical devices or otherwise by the FDA or other regulatory

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agencies. Refer to Item 101(c)(2)(i) of Regulation S-K and Item 1 of Form 10. In addition, in the summary, to the extent you refer to particular products or studies, please revise to clarify if they are considered drugs, medical devices or fall in another regulated category, particularly to the extent you address efficacy. Revise the references to any studies, efficacy and/or safety claims to clarify if they have been approved by the FDA or similar regulatory authorities. Risk Factors SpinCo's results may be impacted by the effects of, and changes in, worldwide economic, political, regulatory, international trade and geopo, page 28

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We note that in September 2022, ParentCo committed to a pending sale of ParentCo's Russian subsidiaries, which appears to include subsidiaries of SpinCo. Please revise to disclose any potential risks or impact that the sale may have on SpinCo.

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Further, please describe with greater specificity the impact that the discontinued sales into Russia had on the healthcare segments that will be spun-off to SpinCo in your MD&A section. If the distribution, together with certain related transactions, were to fail to qualify as a transaction that is generally tax-free for U.S, page 48

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Please revise to clarify that the conditions that you obtain a private letter ruling from the IRS and opinion(s) from tax advisors are waivable conditions.

No reply letter found.

We note your disclosure on page 64 that the consummation of the Merger is conditioned upon the IRS Ruling continuing to be valid and in full force and effect, as well as the receipt by ParentCo of opinions from your tax advisors. We also note your disclosure that ParentCo may waive any of the conditions to the distribution.

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Revise to highlight the material consequences of the waiver of any of the tax opinions or tax rulings and provide a cross-reference to a discussion of the consequences of these waivers in an appropriate section of the information statement. Please also revise to clarify whether the ParentCo board would consider the waiver of any of the tax opinions or tax rulings material for the purposes of informing stockholders. We note that you address on page 65 other examples which the board might consider material and actions it may take to advise security holders.

No reply letter found.

Revise to provide disclosure regarding SpinCo’s competitive conditions that are material to an understanding of its business for each market segment discussed. Refer to Item 101(c)(1)(ii) of Regulation S-K and Section II.B.2.b. of Securities Act Release No. 10825 (Oct. 8, 2020), “Modernization of Regulation S-K Items 101, 103 and 105.”

No reply letter found.

We note the disclosure here that you "do not consider any single IP asset or group of assets to be of material importance to any segment or to the business as a whole;" however, we also note that specific products identified in the information statement with respect to certain segments, and that SpinCo is a significantly different entity than ParentCo.

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Please revise your intellectual property disclosure to provide a more specific discussion of the type of patent protection on which you rely for a product family or material product, including a discussion of expiration dates and jurisdiction. Please explain whether you license any patents for any material product or product family. Properties, page 108

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We note that you have manufacturing and assembly production capabilities in 30 plants across 14 countries. Please expand your disclosure to include the locations of your manufacturing sites, whether you own or lease these properties and to describe the general character of these facilities. Refer to Item 102 of Regulation S-K and Item 3 of Form 10.

No reply letter found.

Please disclose in greater detail the contractual obligations and responsibilities of both you and 3M, and the financial terms of each of the agreements you intend to enter into prior to the spinoff. Clarify which “form of” related party agreements in the Exhibits index will be replaced with final, signed agreements prior to the Form 10 going effective.

No reply letter found.

We note that you have provided a summary of the tax consequences "generally," and the disclosure is conditioned on if 3M receives the IRS ruling and the opinion of its tax advisors. Please revise this section to provide an unqualified tax opinion in accordance with Regulation S-K, Item 601(b)(8). Refer to to Sections III.C.3 and 4 of Staff Legal Bulletin No.

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19 for guidance regarding disclosure of assumptions and opinions subject to uncertainty.

No reply letter found.

On page 145, you state that the disclosure is “for general information only and is not tax advice” and that investors should “consult their own tax advisors as to the specific tax consequences of the distribution. and the merger to that stockholder . . . including the application and effect of any U.S. federal . . . tax laws.” Investors are entitled to rely on your disclosure.

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Revise to eliminate these inappropriate disclaimers, and clarify that you have disclose the material U.S. federal tax consequences. You may recommend that investors consult their own advisors with respect to consequences of the transactions that could vary based on their particular circumstances. For guidance, refer to Section III.D. of Staff Legal Bulletin No. 19.

No reply letter found.

Please clearly disclose, if true, that the financial statements provided reflect all of the costs of doing business related to these operations, including expenses incurred by other entities on your behalf. Refer to Question 1 of SAB Topic 1:B.1.

No reply letter found.

Please disclose management´s estimates of what expenses would have been on a standalone basis, if practicable. Please provide this disclosure for each year for which a statement of operations was required when such basis produced materially different results. Please disclose if it is impracticable to estimate. Refer to Question 2 of SAB Topic 1:B.1.

No reply letter found.

We note that external debt, including any related interest expense, associated with the debt of 3M Company which is not directly attributable to the Health Care Business has been excluded from the combined financial statements. Please help us further understand how you determined that no interest expense needed to be allocated to the Health Care Business.

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Please also confirm that there are no commitments to guarantee or pledge your assets or stock as collateral for the debt of 3M Company or that there are no commitments to use your cash flows to service 3M Company's debt subsequent to the separation.

No reply letter found.

We note that you include technical support and costs related to patents in Research and Development expenses. Please address the following related to these components: • Please tell us the specific nature of these costs; • Please tell us the amounts reflected in Research and Development expenses each period presented; and • Please tell us what consideration you gave to ASC 730-10-55-1 through 55-2 in determining

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these costs should be reflected in Research and Development expenses.

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Please tell us what consideration you gave to providing disaggregated revenue disclosures that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to ASC 606-10-50-5 and 55-89 to 55-91. For example, this could be based on the nature of the revenues, type of good or service, or timing of transfer of goods or services.

No reply letter found.

We note that the Form 10-K for 3M Company for the year ended December 31, 2022 includes disclosures regarding the various legal and regulatory contingencies related to PFAs. Please help us understand if these matters are also related to the Health Care Business. In this regard, it appears to also be related to food packaging which would appear to be part of the Food Safety Division.

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We note that this division was part of the Health Care Business segment and divested of in 2022.

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Regarding the Federal False Claims Act/Qui Tam Litigation, please clarify whether you believe there is at least a reasonable possibility that a loss may have been incurred in excess of the amount accrued. If so, please disclose an estimate of such loss or range of loss or state that such estimate of possible losses cannot be made. Refer to ASC 450-2050-3.

No reply letter found.

We remind you that Question 2 of SAB Topic 5:Y states that product liabilities typically are of such significance that detailed disclosures regarding the judgments and assumptions underlying the recognition and measurement of the liabilities are necessary to prevent the financial statements from being misleading and to inform readers fully regarding the range of reasonably possible outcomes that could have a

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material effect on your financial condition, results of operations, or liquidity. In this regard, please address what consideration was given to the other suggested disclosures discussed in questions 2 and 3 of SAB Topic 5:Y such as: • The extent to which unasserted claims are reflected in any accrual or may affect the magnitude of the contingency; • The extent to which disclosed but unrecognized contingent losses are expected to be recoverable through insurance, indemnification arrangements, or other sources, with disclosure of any material limitations of that recover; • Uncertainties regarding the legal sufficiency of insurance claims or solvency of insurance carriers; and • The number of claims pending at each balance sheet date, the number of claims filed for each period presented, the number of claims dismissed, settled, or otherwise resolved for each period, and the average settlement amount per claim may be necessary.

No reply letter found.

Please address your presentation of intercompany balances with 3M and your basis for recording in equity rather than as intercompany assets and liabilities. Please specifically address 3M Company's past practices of settling intercompany funding as well as how intercompany amounts will be settled pursuant to the transaction’s terms. Please also discuss any financing arrangements with 3M Company.

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Refer to Question 4 of SAB Topic 1:B.1.

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We note that approximately 46% of your sales were International. Please tell us whether revenue from any individual foreign county is material and if so, how you considered the guidance in ASC 280-10-50-41.

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We note the discussion beginning on page 85 of the different product types sold by your segments. Please tell us what consideration was given to the guidance in ASC 280-10-5040 in determining that your current disclosures provide adequate information regarding your products and services.

No reply letter found.

We note your revisions in response to our prior comment 2, and we reissue the comment to the extent you have not revised the summary to provide a prominent discussion of the potential challenges SpinCo will face as a standalone company, including the significant indebtedness, to balance the statements of leadership and strengths you have described at length.

No reply letter found.

We reissue comment 5 in part. Please revise to provide additional information regarding the FDA NDA and OTC process, which you mention but do not explain, as well as FDA postmarket surveillance, and any regulation of your manufacturing facilities, such as FDA CGMP requirements, or tell us why you believe this disclosure is not required.

No reply letter found.

We note the revised disclosure on page 71 in response to comment 8, that "[w]ere ParentCo to waive the condition with respect to receipt of either or both an IRS Ruling and/or a Tax Opinion, depending on the circumstances, there could be less comfort that the intended tax treatment would be respected by the IRS and such waiver could be material to ParentCo shareholders" (emphasis added).

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Please provide the analysis on which you determined that the waiver of one or both of these requirements may not be material to security holders, or revise to clarify the waiver will be deemed material and disclose what form of notice you will provide to security holders. Intellectual Property, page 116

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We reissue comment 10. Please revise to break down the disclosure along product lines, with each addressing jurisdiction, expiration dates, form of patent, and whether the patents are licensed from others.

No reply letter found.

Item 303(b) of Regulation S-K states that you should describe in quantitative terms as well the reasons for material changes from period-to-period in one or more line items, including where material changes within a line item offset one another. To the extent that you have material offsetting factors impacting a line item, please separately quantify the impact of each factor.

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For example, we note in your discussion of Oral Care Solutions sales, there was a net decrease in organic sales of only (0.01)% which was attributable to multiple offsetting factors including a decrease of 2.4% due to the exit of Health Care operations in Russia, a decrease due to COVID related shutdowns within China, a decrease due to dental provider staffing challenges and distributor inventory rebalancing, as well as increases due to strong pricing and growth within new product introductions. We also remind you that Item 303(b)(2) of Regulation S-K indicates that you should describe the extent to which changes in prices, volume, or to the introduction of new products or services contributed to fluctuations in sales.

No reply letter found.

We note your response to comment 25. It is not clear based on your response what consideration you gave to ASC 280-10-50-40 and the different product types discussed beginning on page 94 in determining your disclosures were appropriate. Please help us further understand how these product types are similar and your basis for not providing additional product and service information under ASC 280.

No reply letter found.

We acknowledge your revised disclosures in response to comment 1, but reissue to the extent you have not generally revised the summary to balance your numerous statements of leadership and strengths. The revisions on page 17 removed language that appeared to provide context for the statements that remain.

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In addition, you continue to refer to your "trusted solutions" and "trusted brands" and that your products "enable higher quality patient care, more efficient processes and workflows, and improved standards of safety" without stating these as your beliefs or clarifying the basis for these statements. Please refer to comments 2 and 4 of our March 15, 2023 letter.

No reply letter found.

We note the graphic on pages 12 and 88, and other statements throughout the summary and other sections of your prospectus regarding the safety and efficacy of your products and products into which your products are incorporated. Please revise the graphic to remove references to safety and efficacy, including as they relate to products you do not produce.

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As safety and efficacy determinations are solely within authority of the FDA or other regulatory agencies, please also revise the summary to explain which of your products' efficacy and safety claims have been approved by the FDA or similar regulatory authorities, and that efficacy or safety claims for your other products have not been approved by regulatory authorities. We note, for example, the broad statement on page 13 that your "solution shave been evaluated in numerous clinical studies, and results from these studies confirm the safety, efficacy and clinical benefit for their intended use."

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Please further clarify in note (j) how you determined the appropriate tax rate to use in arriving at the pro forma provision for income taxes. In this regard, we note that the pro forma effective tax rate on transaction accounting adjustments was approximately 12.5% compared to your historical effective tax rate of 20.6%.

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In addition the statutory effective tax rate also appears higher based on disclosures on page F-21. Refer to the guidance of Rule 11-02(b)(5)(i) of Regulation S-X.

No reply letter found.

In regards to autonomous entity adjustments, we remind you that Rule 11-02(b)(11)(iii) of Regulation S-X indicates that detailed disclosures should be provided which should include a description of the adjustment (including the material uncertainties), the material assumptions, the calculation of the adjustment, and additional qualitative information about the adjustments, if any, necessary to give a fair and

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balanced presentation of the pro forma financial information. Please expand your disclosures to appropriately address.

No reply letter found.

We note adjustment (o) to the pro forma balance sheet reflects the net impact of lease arrangements with third parties and sublease arrangements with ParentCo for facilities that will be entered into prior to the separation.

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Please address what consideration was given to reflecting the impact of these arrangements on your pro forma statement of income given that these arrangements do not appear to be included in adjustment (m).

No reply letter found.

Your disclosures on page 8 indicate that the company will also enter into a tax matters agreement, an employee matters agreement, and an intellectual property matters agreement with ParentCo. It appears that the employee matters agreement will also govern the terms of equity-based awards granted by ParentCo prior to the separation.

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Please help us understand what consideration was given as to whether the impact of these agreements should also be reflected in the pro forma financial information.

No reply letter found.

We note that the Health Care Business entered into agreements in May 2023 to sell certain assets associated with its dental local anesthetic portfolio, which is expected to close in the third quarter of 2023. Please address what consideration was given to reflecting this transaction in the pro forma financial information.

No reply letter found.

We reissue comment 4. Please revise each of the charts to quantify the patents for each indication in each jurisdiction, and for each jurisdiction, quantify the pending and issued patents. Also, please provide the expiration dates by jurisdiction. Regulation, page 124

No reply letter found.

We reissue comment 2. Please revise to provide materially complete disclosure of the regulations under which you operate. We note, for example, you have not described the classification process for Class I or II medical devices, stages of clinical trials for pharmaceuticals, have not described the medical device or pharmaceutical procedures in the EU or China, which appear to be material.

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In addition, please revise to summarize the "extensive laws and regulations protecting the privacy, security and integrity of patient medical information" you reference on page 128, including HIPAA, and the applicable environmental, health and safety laws on page 122. We note the statement on page 122 that the environmental, health and safety "laws, regulations, ordinances, requirements and standards affect a significant portion of [y]our activities globally across each of [y]our segments and product lines."

No reply letter found.

We note your response to comment 2 and the revised disclosure, and reissue the comment in part. Please remove the general disclaimer inserted on page ii, and revise the summary to address which of your products named in the registration statement, and generally what categories of your products, are regulated by the FDA as medical devices or pharmaceuticals and clarify that safety and efficacy are determinations are

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solely within the authority of the U.S. Food and Drug Administration (FDA) or similar foreign regulators. We note the chart added on page 129 in response to comment 5 of our March 15, 2023, letter. In addition, please revise the graphic to remove the prominent and unqualified "safer healthcare" claim.

No reply letter found.

Please provide additional information with respect to the addressable markets and other statistics in this section and elsewhere in teh summary. For example, statements such as that on page 13, that "Of the $4.3 trillion in U.S. healthcare spending, an estimated 1530% is potentially wasteful" and your market positions in the first bullet point on page 15, should be tied to a source.

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To the extent that this or similar statements are based on management's beliefs, please revise to state as much. In addition, please define and disclose any material assumptions and limitations associated with your estimates of your addressable markets in bullet points on page 14 and the statistics on page 15, including the market growth statistic.

No reply letter found.

We note your response to comment 3. We note that you are basing the pro forma tax rate off of the statutory tax rate, which your disclosures on page F-21 indicate is 21%. However, it remains unclear based on the additional disclosures provided how you arrived at a pro forma tax rate of 12.5% for the transaction accounting adjustments.

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For example, you refer to an increase in valuation allowance which we would expect would increase the tax rate rather then reduce. Please further clarify.

No reply letter found.

We reissue comment 8 in part. Please disclose the number of patents issued and pending patent applications within each segment. We note the total of approximately 7,300 issued patents disclosed on page 15.

No reply letter found.

Please help us understand and correspondingly clarify in your disclosures why certain non-GAAP amounts are different than those presented in the 10-K for 3M Company for the year ended December 31, 2022. For example, adjusted earnings per diluted share for the year ended December 31, 2020 is reported as $9.29 per share in the 10-K and $8.74 per share in Appendix A.

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Also we note that adjusted operating income for the year ended December 31, 2022 is reported as $7.1 billion in the 10-K compared to $6.7 billion in Appendix A.

No reply letter found.

We note changes on page 7 and throughout the document to the description of the IRS private letter ruling and tax opinions that are conditions of the separation. Please revise page 7 to briefly describe the type of ruling and opinions that would satisfy the condition, and provide more detail in related portions of the information statement.

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We note the extensive revisions to the summary and business sections as well as the revised disclosure of the separation agreements. Please revise to balance the disclosure of the strengths and benefits of your company against the challenges the company faces, including those resulting from the company existing as a separate entity from 3M, with significant debt as a result of the spinoff and the rebranding of

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products with the 3M mark. Refer to comment 2 of our March 15, 2023 letter and comment 1 of our June 5, 2023 letter. In doing so, please balance the statements of the strength of your cash position going forward in light of the anticipated debt repayment. We note the statements added on pages 14, 16, 18, 93 and elsewhere, regarding your "attractive margins and strong cash flow generation" or "strong cash generation capability."

No reply letter found.

With respect to your statements regarding the size of your company, the addressable market, potential market growth and your company's position as a leader in various markets, and similar disclosure of your significance in the market, please clarify what metrics you use to determine your position and any material assumptions underlying those statements.

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For example, disclose by what metric you are a "leading $8 billion global healthcare company" on page 10. Please refer to comment 3 and 4 of our March 15, 2023 letter and comment 2 of our August 10, 2023 letter. Where you do provide citations as a basis for your statements, please revise to identify more precisely the information you cite. For example, on page 10 you cite "data from BCC Research report." Please identify the report, including the date.

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Provide a basis for statements such as on page 10 that you have "become a trusted partner" to your customers, and similar statements. Refer to comment 1 of our July 7, 2023 letter.

No reply letter found.

Where you address "disease prevention" on page 10, revise to clarify which of your dental and orthodontic solutions and products are pharmaceuticals approved by the FDA. Refer to comment 5 of our March 15, 2023 letter and comment 1 of our August 10, 2023 letter.

No reply letter found.

We note the revised market information on page 13 and the similar disclosure in the business section, where you replaced future trend estimates with historical figures for 2022. Please revise to quantify the 2022 growth rate and clarify if you expect growth to continue or decline, and if so, at what rate. Refer to Item 303(b)(2)(ii) of Regulation S-K and Section III.A and III.B.3 of Release No. 33-8350 (Dec.

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29, 2003). As requested above, please provide the basis for your estimates. Please also clarify the meaning of the disclosure on page 14 that "[s]ustainable, long-term growth in this addressable market is aligned to multiple attractive industry tailwinds. . .," as you appear to be at least implying that you expect increased growth, but it is unclear for what market or market segment. Finally, please balance the disclosure of the growth in the addressable market with information regarding your results. We note, for example, from pages 148-149, that in 2022, the MedSurg and Dental Solutions segments had declining sales.

No reply letter found.

Please revise the Investment Highlights on page 14 and similar statements to describe your "legacy capabilities."

No reply letter found.

On pages 25 and 29, clarify for which of your products ParentCo is the sole supplier. On page 29, clarify the fluorochemicals for which SpinCo is taking on potential liability, and provide a cross-reference to the risk factor on page 46 and the more complete disclosure on page 222.

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Please further clarify in the risk factor and related disclosure what products SpinCo will continue to use, produce or distribute, post-separation, and the "certain exceptions" which may create liability for SpinCo that will not be subject to indemnification by ParentCo.

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Please update the disclosure in this section. We note the patent information is provided as of March 24, 2023 and you disclose that some of your patents expired in 2023 ("approximately 19% expire between 2023 and 2028").

No reply letter found.

We note the deleted disclosure on page 118. Please revise the remaining disclosure to clarify how your "sustainability and ESG commitments as well as [your] governance structure are aligned with [your] business strategy."

No reply letter found.

Please revise your discussion of year-to-year changes in your results of operations to quantify the various factors that contributed to the changes, and in particular, please address any offsetting changes.

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We note your revised disclosure in response to comment 1 and reissue the comment. Please revise your disclosure to describe the type of IRS private letter ruling and opinions that would satisfy the condition to the separation, and provide more detail in related portions of the information statement.

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For example, consider disclosing that the type of ruling relates to the IRS determining that the distribution and/or certain related transactions should not be treated as taxable transactions for U.S. federal income tax purposes.

No reply letter found.

We note your revised disclosure in response to comment 8 and reissue the comment in part. On pages 28 and 32, please clarify for which of your specific products 3M is the sole supplier. Please further clarify in the PFAS risk factor on pages 50-51 what specific products you will continue to use, produce, or distribute post-separation, which may create liability for you that will not be subject to indemnification by

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3M.

No reply letter found.

In regard to adjustment (b), please better clarify how it was determined which additional retirement and non-pension postretirement benefit plan assets and obligations would be transferred to Solventum in connection with the separation. As disclosed on page F-23, the historical financial statements provided already reflect 1) the participation of certain employees of the Health Care Business in U.S. and non-U.S.

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retirement plans sponsored by 3M, which are accounted for as multiemployer plans; and 2) Company-sponsored retirement plans covering certain employees in France, Germany and Mexico, which are accounted for as single employer plans.

No reply letter found.

In regard to adjustment (i), deferred tax assets were adjusted for the retirement and nonpension postretirement benefit obligations discussed at note (b) as well as research and experimentation capitalization that will be retained by 3M. Please clarify in your disclosures what other balance sheet line items were impacted in addition to the deferred tax related line items.

No reply letter found.

We note your updated disclosures regarding the treatment of equity-based compensation on page 78. Please also discuss the expected treatment of equity-based compensation in your pro forma financial information as well as what consideration was given as to whether there would be any impact to the pro forma financial information.

No reply letter found.

We note your revised disclosure in response to comment 10 and reissue the comment. Please revise your disclosure to provide further detail regarding how you "will align [y]our sustainability and ESG commitments and governance structure with [y]our business strategy."

No reply letter found.

We note your revised disclosure in response to comment 11 and reissue the comment. Please revise your disclosure of year-to-year changes in your results of operations to further discuss the various factors that contributed to the changes.

No reply letter found.

We note your revised disclosure on pages 241-242 related to several of your agreements with 3M. Please address the following with respect to the revised disclosure: • We note your revised disclosure on page 241 discussing the “exclusive (in its field of use), royalty-free, fully paid up license” that Solventum will receive at spin.

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Please revise to disclose any termination provisions related to this license and to any of the licenses governed by the intellectual property cross license agreement. • We note your revised disclosure on page 242 that "[t]he license to Scotchbond, Scotchpak and Scotchcast trademarks may be extended upon agreement between 3M and Solventum after the first 10-year term with payment of a reasonable royalty by Solventum." Please revise to quantify this royalty payment. • We note your revised disclosure on page 242 that the pricing for products under the applicable master supply agreement may be changed by the supplier “on an annual basis to reflect changes in production costs.” Please clarify whether there are any limitations on the supplier’s ability to change prices based on production costs such as, for example only, limits on increases. • We note your revised disclosure on page 242 that the initial term of the master supply agreements will be three years following the distribution date “and may be extended to facilitate a transition to alternative inputs or sources of supply.” Please revise to provide additional detail regarding this extension provision. In so doing, please clarify whether Solventum will have the right to extend the term of the agreement in order to facilitate a transition to alternative inputs or sources of supply and disclose any limitations on its right to extend the term.

In response to the Staff’s comment, the Company has revised the disclosure on pages 244 and 245.

•We note your revised disclosure on page 242 that "[t]he license to Scotchbond, Scotchpak and Scotchcast trademarks may be extended upon agreement between 3M and Solventum after the first 10-year term with payment of a reasonable royalty by Solventum." Please revise to quantify this royalty payment.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 246.

•We note your revised disclosure on page 242 that the pricing for products under the applicable

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master supply agreement may be changed by the supplier “on an annual basis to reflect changes in production costs.” Please clarify whether there are any limitations on the supplier’s ability to change prices based on production costs such as, for example only, limits on increases.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 246.

•We note your revised disclosure on page 242 that the initial term of the master supply agreements will be three years following the distribution date “and may be extended to facilitate a transition to alternative inputs or sources of supply.” Please revise to provide additional detail regarding this extension provision. In so doing, please clarify whether Solventum will have the right to extend the term of the agreement in order to facilitate a transition to alternative inputs or sources of supply and disclose any limitations on its right to extend the term.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 246.

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