3M CO.
$91.83 $0.42 (0.46%)

ST. PAUL, Minn., March 19, 2024 /PRNewswire via COMTEX News Network/ -- Leadership to highlight opportunity to unlock significant value creation over time -

Solventum to introduce full-year 2024 guidance -

Solventum will host its inaugural Investor Day today in New York City ahead of its planned spinoff from 3M (NYSE: MMM). The Company is anticipated to spin off from 3M on April 1, 2024, and has been approved for listing on the New York Stock Exchange as "SOLV."

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During today's event, Solventum chief executive officer Bryan Hanson and chief financial officer Wayde McMillan will share how the Company plans to create significant value for shareholders over time, including:

-- Building on a solid foundation of durable and diversified businesses and capitalizing on strong market positions in its large and growing markets.

-- Enhanced focus and agility as a stand-alone company to pursue tailored capital allocation strategies aligned with industry- and market-specific dynamics.

-- Accelerating revenue growth, driving margin expansion and improving cash flow to reinvest in high-return value-creation opportunities.

"We look forward to introducing you to the future of Solventum during our inaugural Investor Day event," said Hanson. "We have a solid foundation of globally recognized brands in attractive markets and deep innovation capabilities. The spin will unlock our agility, enhanced focus and targeted capital allocation, which better positions us to drive strong value creation over time while advancing our mission to enable better, smarter, safer healthcare to improve lives."

Solventum Introduces 2024 Full-Year Guidance Today the Company introduces its 2024 full-year guidance as follows:

-- Organic revenue growth of -2% to 0%

-- Adjusted earnings per share (EPS) of $6.10 to $6.40

-- Free cash flow of $700M to $800M

See the "Non-GAAP Financial Measures in Guidance" section for applicable information.

Solventum historical financials in Form 10 and Q1 2024 are prepared as a carve-out of 3M Company. This basis of presentation is different than what has been reported in 3M's historical consolidated results for 3M's Health Care segment. Solventum's full-year 2024 guidance is based on Q1 2024 as a carve-out plus the remainder of the year as a stand-alone company starting April 1, 2024.

Live Webcast The live webcast will begin at 9:00 a.m. Eastern Daylight Time and is expected to last approximately three hours.The live webcast and a replay of the presentation will be available on 3M's website at https://investors.3m.com/health-care-spin-off-resources.

Key Information about SolventumAs outlined in its Form 10, Solventum will be:

-- Focused on its mission, "Enabling better, smarter, safer healthcare to improve lives," powered by its more than 70 years of innovation creating breakthrough solutions, market-leading positions, trusted, recognized brands, and strong customer relationships with more than 100,000 channel partners and sales in more than 90 countries.

-- A leading global healthcare company innovating at the intersection of health, material, and data science, with $8.2 billion in revenue in 2023.Solventum will serve an approximate $93 billion global addressable market anticipated to grow at 4-6% through 2026.

-- Organized into four operating business segments aligned to the markets served, including:

-- Medical Surgical (MedSurg): A provider of wound care and surgical solutions intended to accelerate healing and prevent complications.

-- Dental Solutions: A provider of dental prevention and procedure solutions and orthodontic solutions intended to promote lifelong oral health.

-- Health Information Systems: A provider of software solutions powered by clinical intelligence that are intended to create time for clinicians to care for patients and ensure accuracy in health care reimbursement.

-- Purification & Filtration: A provider of filters and membranes intended for life-saving biopharmaceuticals, vaccines, and medical treatments.

Forward-Looking StatementsThis communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,as amended.All statements other than statements of historical fact included in this communication are forward-looking statements. In particular, statementsregarding the future performance ofSolventum, including guidance for 2024, and regardingSolventum'sintended operations as a standalone public company are forward-looking statements.These forward-looking statements aresometimes identified from the use of forward-looking words such as "believe," "should," "could," "potential," "continue," "expect," "project," "estimate," "predict," "anticipate," "aim," "intend," "plan,""forecast," "target," "is likely," "will," "can," "may" or "would" or the negative of these terms or similar expressions elsewhere in this communication.All forward-looking statements are subject toanumber ofimportant factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements.These factors andrisks include, but are not limited to, risks associated with the impact, timing or terms of the proposed spinoff ofSolventum; risks associated with the expected benefits and costs of the proposedspinoff, including the risk that the expected benefits of the proposed spinoff will not be realized within the expected time frame, in full or at all, and the risk that conditions to the proposed spinoffwill not be satisfied or that the proposed spinoff will not be completed within the expected time frame, on the expected terms or at all; risks associated with financing transactions undertaken inconnection with the proposed spinoff and risks associated with indebtedness incurred in connection with the proposed spinoff; the risk of increased costs from lost synergies, costs of restructuringtransactions and other costs incurred in connection with the proposed spinoff; the impact of the proposed spinoff onSolventum'sbusiness and the risk that the proposed spinoff may be moredifficult, time-consuming or costly than expected; diversion of management's attention and the impact on relationships with customers, suppliers, employees and other business counterparties; therisk thatSolventummay fail to have the necessary systems and services in place when certain of the spinoff-related agreements with 3M expire, or that replacing those systems and services maybe more expensive or less efficient than those that 3M is expected to provide during the transition period toSolventum; the risk thatSolventum'saccounting and other management systems andresources may not be adequately prepared to meet the requirements to whichSolventumwill be subject as a standalone public company; the impact of field of use allocations in the spinoff-relatedagreements onSolventum'sability to exploit certain intellectual property; the effects of, and changes in, worldwide economic, political, regulatory, international trade and geopolitical conditions,natural disasters, war, foreign currency exchange rates and fluctuation, changes in interest rates, and other events beyondSolventum'scontrol;Solventum'sability to access the capital and creditmarkets on terms that are favorable toSolventum; consolidation and competition in the healthcare industry; the risk of any damage toSolventum'sreputation or brands; timing and marketacceptance ofSolventum'snew product and service offerings;Solventum'sability to maintain strong working relationship with healthcare professionals; the impact of changes in reimbursementpractices of third-party payers or other cost containment measures, or of current or worsening economic conditions, on demand forSolventum'sproducts and the prices at which they are sold; thecosts and availability of purchased components, compounds, raw materials, production capacity, energy, and labor due to shortages, increased demand and wages, logistics, supply chaininterruptions, manufacturing site disruptions, regulatory developments, natural disasters and other disruptive factors; risks arising from the fact that 3M is the sole source of supply for certainchemical materials and inputs used inSolventum'sproducts; risks related to international, federal, state, and local treaties, laws, and regulations that are subject to change at any time, as well ascompliance risks related to legal or regulatory requirements, contract requirements, policies and practices; potential liabilities related to PFAS and other product liability claims; security and databreaches, cyberattacks, and other cybersecurity incidents involvingSolventum'sinformation technology systems and infrastructure;Solventum'sability to obtain, maintain, protect or effectivelyenforce its intellectual property rights; risks from acquisitions, strategic alliances, divestitures and other strategic events; reliance on customer's research budgets or government funding; and theother financial, operational and legal risks and uncertainties detailed from time to time in 3M's cautionary statements contained in its filings with the SEC in the sections titled "Cautionary NoteConcerning Factors That May Affect Future Results" and "Risk Factors" in Part I, Items 1 and 1A (Annual Report) and in Part I, Item 2 and Part II, Item 1A (Quarterly Reports) and in Solventum's cautionary statements contained in its Registration Statement on Form 10 filed with the SEC in the sections titled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors." All forward-looking statements speak only as of the date of this communication. Neither 3M norSolventumundertakes any obligations to update or revise any forward-looking statements, whetheras a result ofnew information, future events or otherwise other than as required under the federal securities laws.

Non-GAAP Financial Measures in Guidance Solventum is providing forward-looking guidance using non-GAAP financial measures. These include organic revenue growth, adjusted earnings per share, and free cash flow. Organic revenue growth is defined as total net sales less the impacts of foreign currency and sales from business acquisitions or divestitures within twelve months of the transaction date. Adjusted earnings per share is defined as earnings per share excluding the per share impacts of amortization of acquired intangible assets, restructuring costs, spin-off and separation-related costs and gains or losses on business divestitures. Free cash flow is defined as net cash provided by operating activities less purchases of property, plant and equipment. Management believes that these non-GAAP financial measures, together with the measures used by management, reflect how we measure our business internally and set operational goals. In particular, we believe that these non-GAAP financial measures are useful in evaluating current performance and focusing management on our underlying operational results.

Solventum calculates forward-looking non-GAAP financial measures, including organic revenue growth, adjusted earnings per share, and free cash flow based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. Solventum does not provide reconciliations of these forward-looking non-GAAP financial measures to the respective GAAP metrics as it is unable to predict with reasonable certainty and without unreasonable effort certain items such as the impact of changes in currency exchange rates, impacts associated with business acquisitions or dispositions, timing and magnitude of restructuring activities, amongst other items. The timing and amounts of these items are uncertain and could have a material impact on Solventum's results in accordance with GAAP.

About 3M3M (NYSE: MMM) believes science helps create a brighter world for everyone. By unlocking the power of people, ideas and science to reimagine what's possible, our global team uniquely addresses the opportunities and challenges of our customers, communities, and planet. Learn how we're working to improve lives and make what's next at 3M.com/news.

About SolventumAt Solventum, we enable better, smarter, safer healthcare to improve lives. As a new company with a long legacy of creating breakthrough solutions for our customers' toughest challenges, we pioneer game-changing innovations at the intersection of health, material and data science that change patients' lives for the better — while enabling healthcare professionals to perform at their best. See how atSolventum.

3M Investor Contact:Bruce Jermeland(651) 733-1807orDiane Farrow(612) 202-2449orEric Herron(651) 233-0043

Solventum Investor Contact:Kevin Moraninvestors@solventum.com

Solventum Media Contact:Carly Rotmancrotman@solventum.com

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