Health Care Spin-off Resources

Our Board and management team actively evaluate strategic options to drive long-term sustainable growth. Given the continued evolution of our Health Care business – through organic investments, strategic M&A, and key divestitures – and growing market segment leadership, we believe the next step in its journey is to operate as a well-capitalized standalone company, independent from 3M. As leading standalone companies, 3M and Solventum are each expected to benefit from:

• the ability to pursue tailored capital allocation strategies and make company-specific investment decisions to drive innovation and growth;
• enhanced management focus, with each public company having distinct boards and management teams with relevant expertise able to focus on strengthening its business;
• improved operational agility and focus, enabling each of 3M and Solventum to pursue its distinct operating priorities and strategies with increased flexibility to act based on its unique characteristics, better positioning each for long-term success;
• greater access to capital through the creation of distinct and compelling investment profiles appealing to different long-term investor bases; and
• enhanced recruitment and retention, including by aligning employee, management, and board incentives with performance.

In February 2024, we announced Solventum is anticipated to spin-off from 3M on April 1, 2024, subject to required conditions, as well as additional factors such as conditions in the equity and debt markets, other external conditions, and developments involving 3M or any of its businesses, which could delay the completion of the transaction relative to the anticipated timeline. The timing of closing of the transaction is subject to other risks and uncertainties that are summarized in SEC filings made by 3M and Solventum.

In March 2024, we announced 3M’s Board of Directors has approved the planned spin-off of Solventum. The record date for the distribution was set for March 18, 2024, and the distribution is expected to occur prior to the opening of trading on April 1, 2024, subject to the satisfaction of remaining conditions.

In November 2023, we announced Solventum will be the name of the independent health care company following the spin.

In August 2023, we announced Bryan Hanson to be the Chief Executive Officer for Solventum. We also announced Carrie Cox to serve as Chair of the Board of Directors of Solventum. Wayde McMillan will be the Chief Financial Officer for Solventum. We are also actively working to fill additional leadership positions, and information about these roles can be found in Solventum’s Form 10.

Solventum and 3M are expected to be well capitalized and well positioned to deploy capital to the markets each serves.

• Solventum is expected to be spun-off with net debt of approximately 3.5x EBITDA and to be positioned for rapid deleveraging. Initial Solventum leverage is expected to result in a cash payment of approximately $7.7 billion to 3M prior to the closing of the spin-off.
• 3M's capitalization will be supported by the pre-closing cash payment of approximately $7.7 billion from Solventum to 3M along with a 19.9% retained stake in Solventum, which will be monetized within five years following the spin-off.

The retention and future monetization of Solventum shares is expected to provide 3M with financial flexibility to strengthen its balance sheet, invest in its business, and capitalize on strategic opportunities.

The number of shares of 3M common stock that you own will not change as a result of the spin-off. Following the intended spin-off, 3M shareholders as of the record date for the distribution, March 18, 2024, will be entitled to receive one share of Solventum common stock for every four shares of 3M common stock through the distribution of 80.1% of the outstanding Solventum common stock to 3M shareholders. Shareholders of 3M as of the record date for the distribution are not required to take any action to receive Solventum common stock in the distribution, but you are encouraged to read our SEC filings, and Solventum’s SEC filings for important information as we make progress on the spin-off plans and timing.

No fractional shares will be distributed in the distribution. 3M shareholders will receive cash in lieu of fractional shares of Solventum common stock.

The distribution of Solventum common stock is intended to be generally tax-free to holders of 3M common stock for U.S. federal income tax purposes. U.S. and foreign stockholders should consult their own tax advisor as to the particular tax consequences of the distribution to them.

More information about the transaction and the timing of Solventum becoming an independent public company will be provided through the filings that Solventum makes with the SEC.

Information on the Health Care business and the status of the transaction can be found in Solventum’s Form 10 registration statement filed with the SEC. In February 2024, we announced that Solventum plans to host an Investor Day in New York City on March 19, 2024. We will continue to update you as our plans progress. Please sign-up for email alerts to stay informed of any new announcements.