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                              March 15, 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 February
14, 2023
                                                            CIK 0001964738

       Dear Jeffrey Lavers:

              We have reviewed your 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.

       Draft Registration Statement on Form 10-12G submitted February 14, 2023

       Exhibit 99.1 Information Statement
       Industry Information, page i

   1.                                                   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. Please either revise this section to remove
                                                        such implication or
specifically state that you are liable for all information in the
                                                        registration statement.
 Jeffrey Lavers
3M Health Care Co
March 15, 2023
Page 2
Information Statement Summary, page 11

2.       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. 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.

Market Segment Opportunity, page 13

3.       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. 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

4.     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 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
FirstName LastNameJeffrey Lavers
       infrastructure." These are only examples; however, please revise these
and similar
Comapany    Name3M
       statements       Health Care
                    to provide      Co context, substantiate them, or state
them as your belief.
                               additional
March 15, 2023 Page 2
FirstName LastName
 Jeffrey Lavers
FirstName
3M Health LastNameJeffrey Lavers
           Care Co
Comapany
March      Name3M Health Care Co
       15, 2023
March3 15, 2023 Page 3
Page
FirstName LastName
5.       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 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

6.       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. 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

7.       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.
The Separation and Distribution
Conditions to the Distribution, page 64

8.       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. 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.
 Jeffrey Lavers
FirstName
3M Health LastNameJeffrey Lavers
           Care Co
Comapany
March      Name3M Health Care Co
       15, 2023
March4 15, 2023 Page 4
Page
FirstName LastName
Our Segments, page 85

9.       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.
Intellectual Property, page 107

10.      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. 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

11.      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.
Certain Relationships and Related Party Transactions, page 139

12.      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.
Material U.S. Federal Income Tax Consequences, page 145

13.      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. 19 for guidance regarding disclosure of assumptions and
opinions subject to
         uncertainty.
 Jeffrey Lavers
FirstName
3M Health LastNameJeffrey Lavers
           Care Co
Comapany
March      Name3M Health Care Co
       15, 2023
March5 15, 2023 Page 5
Page
FirstName LastName
14.      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. 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.
Note 1. Description of the Business and Basis of Presentation
Basis of Presentation, page F-9

15.      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.
16.      Please disclose management  s estimates of what expenses would have
been on a stand-
         alone 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.
17.      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. 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.
Research and Development, page F-13

18.      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 these costs should be reflected in Research and
Development expenses.
 Jeffrey Lavers
FirstName
3M Health LastNameJeffrey Lavers
           Care Co
Comapany
March      Name3M Health Care Co
       15, 2023
March6 15, 2023 Page 6
Page
FirstName LastName
Note 4. Revenue Recognition, page F-16

19.      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.
Note 11. Commitments and Contingencies, page F-26

20.      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. We note that this
division was part of the
         Health Care Business segment and divested of in 2022.
21.      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 450-20-
         50-3.
22.      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 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.
 Jeffrey Lavers
FirstName
3M Health LastNameJeffrey Lavers
           Care Co
Comapany
March      Name3M Health Care Co
       15, 2023
March7 15, 2023 Page 7
Page
FirstName LastName
Note 13. Related Party Transactions and Corporate Allocations, page F-29

23.      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. Refer to Question
4 of SAB Topic
         1:B.1.
Note 14 - Segment and Geographical Information, page F-30

24.      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.
25.      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 280-10-50-
         40 in determining that your current disclosures provide adequate
information regarding
         your products and services.
       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,

                                                              Division of
Corporation Finance
                                                              Office of
Industrial Applications and
                                                              Services
cc:      Jenna Levine, Esq.