<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo





                             June 5, 2023

       Jeffrey Lavers
       President
       3M Health Care Co
       3M Center
       St. Paul , Minnesota 55144

                                                        Re: 3M Health Care Co
                                                            Draft Registration
Statement on Form 10-12G
                                                            Submitted May 16,
2023
                                                            CIK No. 0001964738

       Dear Jeffrey Lavers:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form 10-12G submitted
May 15, 2023

       Exhibit 99.1 Information Statement
       Information Statement Summary, page 11

   1.                                                   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.
       Investment Highlights, page 15

   2.                                                   We reissue comment 5 in
part. Please revise to provide additional information regarding
 Jeffrey Lavers
FirstName
3M Health LastNameJeffrey  Lavers
            Care Co
Comapany
June  5, 2023Name3M Health Care Co
June 5,
Page  2 2023 Page 2
FirstName LastName
         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.
The Separation and Distribution
Conditions to the Distribution, page 71

3.       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). 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

4.       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.
Results of Operations, page 128

5.       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. 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.
Note 14 - Segment and Geographical Information, page F-32

6.       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.
 Jeffrey Lavers
3M Health Care Co
June 5, 2023
Page 3

       You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 or Abby Adams at 202-551-6902 with any
other
questions.



                                                          Sincerely,

FirstName LastNameJeffrey Lavers                          Division of
Corporation Finance
                                                          Office of Industrial
Applications and
Comapany Name3M Health Care Co
                                                          Services
June 5, 2023 Page 3
cc:       Jenna Levine, Esq.
FirstName LastName
</TEXT>
</DOCUMENT>
