What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 178 added, 139 removed, 626 unchanged (34% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Income (Unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions, except per share data) 2025 2024 2025 2024

22 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2025 2024 2025 2024

9 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

March 31, December 31,

June 30, December 31,

(Millions, except share information) 2025 2024

32 unchanged sentences

Common stock, par value $ 0.01 per share, 750,000,000 shares authorized

Shares issued and outstanding - March 31, 2025:

Shares issued and outstanding - June 30, 2025:

Shares issued and outstanding - December 31, 2024:

8 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three Months Ended March 31, 2025 and March 31, 2024

Three Months Ended June 30, 2025 and June 30, 2024

(Millions) Shares Outstanding Par Value Additional Paid-In-Capital Retained Earnings Net Parent Investment Accumulated Other Comprehensive Income (Loss) Total

Balance at December 31, 2024 173 $ 2 $ 3,771 $ 242 $ — $ ( 1,056 ) $ 2,959

Balance at March 31, 2025 173 $ 2 $ 3,781 $ 378 $ — $ ( 899 ) $ 3,262

Net income — — — 90 — — 90

1 unchanged sentence

Net transfers to 3M — — 1 — — — 1

— — ( 31 ) — — — ( 31 )

Stock-based compensation — — 34 — — — 34

Common stock for tax withholding obligations — — ( 10 ) — — — ( 10 )

— — ( 8 ) — — — ( 8 )

Balance at June 30, 2025 173 $ 2 $ 3,806 $ 468 $ — $ ( 631 ) $ 3,645

Balance at March 31, 2024 — $ — $ — $ — $ 4,809 $ ( 958 ) $ 3,851

Net income — — — 89 — — 89

Other comprehensive income (loss), net of tax — — — — — 12 12

Net transfers to 3M — — — — ( 1,134 ) 3 ( 1,131 )

Stock-based compensation — — 46 — — — 46

Issuance of common stock in connection with Spin-Off and reclassification of net parent investment 173 2 3,673 — ( 3,675 ) — —

Balance at June 30, 2024 173 $ 2 $ 3,719 $ 89 $ — $ ( 943 ) $ 2,867

Six Months Ended June 30, 2025 and June 30, 2024

(Millions) Shares Outstanding Par Value Additional Paid-In-Capital Retained Earnings Net Parent Investment Accumulated Other Comprehensive Income (Loss) Total

Balance at December 31, 2024 173 $ 2 $ 3,771 $ 242 $ — $ ( 1,056 ) $ 2,959

2 unchanged sentences

Net transfers to 3M — — ( 30 ) — — — ( 30 )

Balance at March 31, 2024 — $ — $ — $ — $ 4,809 $ ( 958 ) $ 3,851

The accompanying notes are an integral part of these condensed consolidated financial statements.

Stock-based compensation — $ — $ 83 $ — $ — $ — $ 83

Common stock for tax withholding obligations — $ — $ ( 18 ) $ — $ — $ — $ ( 18 )

Balance at June 30, 2025 173 $ 2 $ 3,806 $ 468 $ — $ ( 631 ) $ 3,645

Balance at December 31, 2023 — $ — $ — $ — $ 12,003 $ ( 337 ) $ 11,666

Net income — — — 89 237 — 326

Other comprehensive income (loss), net of tax — — — — — ( 74 ) ( 74 )

Net transfers to 3M — — — — ( 8,571 ) ( 532 ) ( 9,103 )

Stock-based compensation — — 46 — 6 — 52

Issuance of common stock in connection with Spin-Off and reclassification of net parent investment 173 2 3,673 — ( 3,675 ) — —

Balance at June 30, 2024 173 $ 2 $ 3,719 $ 89 $ — $ ( 943 ) $ 2,867

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

Solventum Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three months ended March 31,

Six months ended June 30,

(Millions) 2025 2024

12 unchanged sentences

Due to related parties

( 6 ) ( 169 )

Accrued compensation ( 47 ) 45

All other operating activities ( 44 ) ( 17 )

All other operating activities — net ( 100 ) 24

Net cash provided by operating activities 198 797

19 unchanged sentences

Organization and Description of Business

Solventum Corporation (“Solventum” or the “Company”) was a carve-out business of 3M Company (“3M”).

Solventum Corporation (“Solventum” or the “Company”) was a business of 3M Company (“3M”).

On April 1, 2024 (the “Distribution Date”), 3M completed the previously announced spin-off of Solventum Corporation (the “Spin-Off”).

5 unchanged sentences

MedSurg, Dental Solutions, Health Information Systems, and Purification and Filtration.

On February 25, 2025, the Company entered into a definitive agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc.

for $ 4.1 billion.

On February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc.

(“Buyer”) for $ 4.1 billion.

On June 25, 2025, the Company and Buyer entered into an Amended and Restated Transaction Agreement (the “Agreement”) to exclude the Company’s drinking water filtration business (the “Water Business”) from the scope of the Purification and Filtration business to be acquired by Buyer and reduce the cash consideration at closing of the transaction to approximately $ 4.0 billion.

Refer to Note 3, “Acquisitions and Divestitures” for additional information.

7 unchanged sentences

The results of operations for any interim periods are not necessarily indicative of results for the full year.

Effective April 1, 2024, the Company’s financial statements are presented on a consolidated basis, as the Spin-Off was completed on such date.

The Company’s financial statements are presented on a consolidated basis.

Prior to April 1, 2024, Solventum was a carve-out business of 3M.

22 unchanged sentences

Unearned revenue primarily relates to revenue that is recognized over time for one-year software license contracts.

Approximately $ 220 million of the December 31, 2024 balance was recognized as revenue during the three months ended March 31, 2025, while approximately $ 240 million of the December 31, 2023 balance was recognized as revenue during the three months ended March 31, 2024.

Approximately $ 159 million and $ 379 million of the December 31, 2024 balance was recognized as revenue during the three and six months ended June 30, 2025, while approximately $ 150 million and $ 390 million of the December 31, 2023 balance was recognized as revenue during the three and six months ended June 30, 2024.

Operating Lease Revenue

Sales of software and rental includes rental revenue from durable medical devices as part of operating lease arrangements (reported within the MedSurg segment), which was $ 144 million for the three months ended March 31, 2025, and $ 146 million for the three months ended March 31, 2024.

Sales of software and rental includes rental revenue from durable medical devices as part of operating lease arrangements (reported within the MedSurg segment), which was $ 155 million and $ 299 million for the three and six months ended June 30, 2025, and $ 148 million and $ 294 million for the three and six months ended June 30, 2024.

Customer Concentration

No customer accounted for more than 10% of the Company’s revenues for the three months ended March 31, 2025 or 2024.

Additionally, no customers accounted for more than 10% of accounts receivable as of March 31, 2025 or December 31, 2024.

No customer accounted for more than 10% of the Company’s revenues for the three and six months ended June 30, 2025 or 2024.

Additionally, no customers accounted for more than 10% of accounts receivable as of June 30, 2025 or December 31, 2024.

Acquisitions and Divestitures

The Company had no acquisitions during the three months ended March 31, 2025 or 2024.

On February 25, 2025, the Company entered into a definitive agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc.

for $ 4.1 billion.

The closing of the transaction is expected to be completed by the end of the 2025 calendar year, subject to regulatory approvals and customary closing conditions.

The Company had no acquisitions during the three and six months ended June 30, 2025 or 2024.

On February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Buyer for $ 4.1 billion.

On June 25, 2025, the Company and Buyer entered into an additional Agreement to exclude the Company’s Water Business from the scope of the Purification and Filtration business to be acquired by Buyer and reduce the cash consideration at closing of the transaction to approximately $ 4.0 billion.

The closing of the transaction is expected to be completed by the end of 2025, subject to customary closing conditions.

In addition, the Buyer will be entitled to receive a payment of up to $ 75 million from the Company either upon a sale of the Water Business or after an agreed upon 3-year period.

The Company concluded that the Purification and Filtration business met the criteria to be classified as held for sale in February 2025.

Accordingly, the Company has separately reflected the held for sale assets and liabilities of the Purification and Filtration business on its condensed consolidated balance sheets as of March 31, 2025.

The assets and liabilities attributable to the Water Business are no longer classified as held for sale.

The major classes of assets and liabilities classified as held for sale are as follows:

10 unchanged sentences

Accounts payable 12

Accrued compensation 18

Other current liabilities 24

7 unchanged sentences

Goodwill and Intangible Assets

There was no goodwill recorded from acquisitions during the three months ended March 31, 2025.

There was no goodwill recorded from acquisitions during the six months ended June 30, 2025.

The goodwill balance by business segment is as follows:

3 unchanged sentences

Amount reclassified as held for sale — — — ( 1,390 ) ( 1,390 )

Balance as of March 31, 2025 $ 3,667 $ 452 $ 872 $ — $ 4,991

Balance as of June 30, 2025 $ 3,814 $ 477 $ 875 $ 108 $ 5,274

Acquired Intangible Assets:

The carrying amount and accumulated amortization of acquired finite-lived intangible assets are as follows:

March 31, December 31,

June 30, December 31,

(Millions) 2025 2024

10 unchanged sentences

Amortization expense was as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2025 2024 2025 2024

Amortization expense $ 78 $ 86 $ 159 $ 173

Expected amortization expense for acquired amortizable intangible assets recorded as of March 31, 2025 is as follows:

Expected amortization expense for acquired amortizable intangible assets recorded as of June 30, 2025 is as follows:

(Millions) Remainder of 2025 2026 2027 2028 2029 2030 After 2030

2 unchanged sentences

Other current liabilities included in the condensed consolidated balance sheets consist of the following:

March 31, December 31,

June 30, December 31,

(Millions) 2025 2024

Other current liabilities

Accrued compensation and withholdings $ 217 $ 309

Accrued compensation $ 228 $ 281

Accrued taxes

5 unchanged sentences

Property, plant and equipment - net consisted of the following:

March 31, December 31,

June 30, December 31,

(Millions) 2025 2024

7 unchanged sentences

Depreciation expense consisted of the following:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2025 2024 2025 2024

3 unchanged sentences

The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassifications out of AOCI by component:

Three months ended March 31, 2025

Three months ended June 30, 2025

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Cash Flow Hedging Total Accumulated Other Comprehensive Income (Loss)

Balance at December 31, 2024, net of tax:

Balance at March 31, 2025, net of tax:

$ ( 396 ) $ ( 512 ) $ 9 $ ( 899 )

5 unchanged sentences

Total other comprehensive income (loss), net of tax 284 12 ( 28 ) 268

Balance at June 30, 2025, net of tax:

$ ( 112 ) $ ( 500 ) $ ( 19 ) $ ( 631 )

Three months ended June 30, 2024

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Cash Flow Hedging Total Accumulated Other Comprehensive Income (Loss)

Balance at March 31, 2024, net of tax:

$ ( 433 ) $ ( 525 ) $ — $ ( 958 )

Three months ended March 31, 2024

Other comprehensive income (loss), before tax:

Amounts before reclassifications ( 25 ) — 2 ( 23 )

Amounts reclassified out 26 13 — 39

Total other comprehensive income (loss), before tax 1 13 2 16

Tax effect — ( 3 ) ( 1 ) ( 4 )

Total other comprehensive income (loss), net of tax 1 10 1 12

Transfers from 3M, net of tax — 3 — 3

Balance at June 30, 2024, net of tax:

$ ( 432 ) $ ( 512 ) $ 1 $ ( 943 )

Six months ended June 30, 2025

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Cash Flow Hedging Total Accumulated Other Comprehensive Income (Loss)

7 unchanged sentences

Total other comprehensive income (loss), net of tax 438 26 ( 39 ) 425

Balance at June 30, 2025, net of tax:

$ ( 112 ) $ ( 500 ) $ ( 19 ) $ ( 631 )

Six months ended June 30, 2024

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Cash Flow Hedging Total Accumulated Other Comprehensive Income (Loss)

Balance at December 31, 2023, net of tax:

$ ( 347 ) $ 10 $ — $ ( 337 )

Other comprehensive income (loss), before tax:

Amounts before reclassifications ( 123 ) — 2 ( 121 )

Amounts reclassified out 38 13 — 51

Total other comprehensive income (loss), before tax ( 85 ) 13 2 ( 70 )

Tax effect — ( 3 ) ( 1 ) ( 4 )

Total other comprehensive income (loss), net of tax ( 85 ) 10 1 ( 74 )

Transfers from 3M, net of tax — ( 532 ) — ( 532 )

Balance at March 31, 2024, net of tax:

Balance at June 30, 2024, net of tax:

$ ( 432 ) $ ( 512 ) $ 1 $ ( 943 )

8 unchanged sentences

The Company’s income tax provision through March 31, 2024 was prepared on a separate return basis.

The income tax provision post Spin-Off is prepared based on a stand-alone basis.

The effective tax rates for the three months ended March 31, 2025 and 2024 were ( 262.1 )% and 28.0 %, respectively.

The decrease in our effective tax rate is primarily due to tax benefit on the expected divestiture of the Purification and Filtration business and a different geographic mix of earnings.

In 2021, the Organisation for Economic Co-operation and Development (“OECD”) announced Pillar Two Model Rules which call for the taxation of large multinational corporations at a global minimum tax rate of 15%.

Many non-U.S.

tax jurisdictions, including Ireland, have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in fiscal year 2024 or announced their plans to enact legislation in future years.

In the three months ended March 31, 2025, the Company incurred an insignificant tax impact in connection with Pillar Two.

The income tax provision post Spin-Off is prepared on a stand-alone basis.

The effective tax rates for the three months ended June 30, 2025 and 2024 were 12.5 % and 7.3 %, respectively.

The lower effective tax rate in the prior-year period was primarily due to a change in geographic mix of earnings.

The effective tax rates for the six months ended June 30, 2025 and 2024 were ( 61.0 )% and 23.3 %, respectively.

The decrease in our effective tax rate is primarily due to tax benefit on the expected divestiture of the Purification and Filtration business and the geographic mix of earnings.

The Company’s income tax provision or benefit for the interim periods is determined based on an estimated annual effective tax rate, adjusted for discrete items.

2 unchanged sentences

On the basis of this evaluation, the Company continues to maintain a valuation allowance to reduce its deferred tax assets to the amount realizable.

Many non-U.S.

In the six months ended June 30, 2025, the Company incurred an insignificant tax impact in connection with Pillar Two.

On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted in the U.S.

The Act includes changes to U.S.

corporate income tax provisions, including immediate expensing of domestic Research and Development costs, 100% bonus depreciation,

modified limits of interest deductibility, and revisions to U.S.

international tax provisions.

We are currently evaluating the impacts of the Act.

Long-Term Debt and Short-Term Borrowings

Carrying value includes the impact of debt issuance costs.

Long-term debt and short-term borrowings as of March 31, 2025 and December 31, 2024 consisted of the following:

Long-term debt and short-term borrowings as of June 30, 2025 and December 31, 2024 consisted of the following:

(Millions) Currency/ Fixed vs.

Floating Effective Interest Rate Final Maturity Date Carrying Value

Description March 31, 2025 December 31, 2024

Description June 30, 2025 December 31, 2024

Eighteen month senior term loan credit facility

18 unchanged sentences

Long-term debt (excluding current portion) $ 7,815 $ 7,810

The Company’s borrowings include $ 6.9 billion aggregate principal amount of senior notes in six series with maturity dates ranging from 2027 through 2064 (collectively, the “Senior Notes”).

The Company’s borrowings include $ 6.9 billion aggregate principal amount of senior notes with maturity dates ranging from 2027 through 2064 (collectively, the “Senior Notes”).

The Senior Notes are governed by an indenture and supplemental indenture between the Company and a trustee (collectively, the “Indenture”).

6 unchanged sentences

• an eighteen month senior unsecured term loan credit facility in an aggregate principal amount of $ 500 million and a three year senior unsecured term credit loan facility in an aggregate principal amount of $ 1.0 billion (together, the “ Term Loan Credit Facilities, ” and together with the 5-Year Revolving Credit Facility, the “Credit Facilities”).

The Company intends to use the Credit Facilities for general corporate purposes.

At March 31, 2025, there are no amounts outstanding under the 5-year Revolving Credit Facility.

On March 7, 2024, the Company drew on the Term Loan Credit Facilities in the amount of $ 1.48 billion.

These Term Loan Credit Facilities have a floating interest rate based on a Secured Overnight Financing Rate (“SOFR”) index.

In March 2025, the Company paid $ 100 million of the aggregate principal amount outstanding under the eighteen month senior unsecured term loan credit facility.

The Term Loan Credit Facilities have a floating interest rate based on a Secured Overnight Financing Rate (“SOFR”) index.

At June 30, 2025, there are no amounts outstanding under the 5-year Revolving Credit Facility.

In March 2025, the Company prepaid $ 100 million of the aggregate principal amount outstanding under the eighteen month senior unsecured term loan credit facility.

In June 2025, the Company prepaid the remaining $ 100 million outstanding under this same facility, resulting in full repayment as of June 30, 2025.

Commercial Paper

1 unchanged sentence

Any such issuance will mature within 364 days from date of issue.

There was no commercial paper outstanding as of March 31, 2025.

There was no commercial paper outstanding as of June 30, 2025.

Future Maturities of Long-term Debt:

Maturities of long-term debt in the table below reflect the impact of repayment such that total maturities equal the contractual value of long-term debt net of amounts repaid as of March 31, 2025.

The maturities of long-term debt for the periods subsequent to March 31, 2025 are as follows (in millions):

Maturities of long-term debt in the table below reflect the impact of repayment such that total maturities equal the contractual value of long-term debt net of amounts repaid as of June 30, 2025.

The maturities of long-term debt for the periods subsequent to June 30, 2025 are as follows (in millions):

2025 2026 2027 2028 2029 2030 After 2030 Total

2 unchanged sentences

The fair values of cash equivalents, accounts receivable, and accounts payable approximated carrying values because of the short-term nature of these instruments.

At March 31, 2025, the estimated fair value of the Company’s long-term debt obligations, comprised of both Senior Notes and Term Loan Credit Facilities with current portions excluded, was $ 7.9 billion compared to a carrying value of $ 7.8 billion.

At June 30, 2025, the estimated fair value of the Company’s long-term debt obligations, comprised of both Senior Notes and Term Loan Credit Facilities with current portions excluded, was $ 8.0 billion compared to a carrying value of $ 7.8 billion.

At December 31, 2024, the estimated fair value of the Company’s long-term debt obligations, comprised of both Senior Notes and Term Loan Credit Facilities with current portions excluded, was $ 7.8 billion compared to a carrying value of $ 7.8 billion.

14 unchanged sentences

pension and postretirement plan obligations and assets with respect to current and former employees of Solventum were legally transferred to Solventum from 3M, except for certain assets held back within the 3M sponsored pension plans for regulatory purposes.

Assets not yet delivered from 3M sponsored pension plans are already recognized within the Company's pension assets.

As of June 30, 2025, the remaining assets have been delivered from the 3M sponsored pension plans.

As these plans are sponsored by Solventum, they are accounted for as single employer plans.

2 unchanged sentences

In certain non-U.S.

jurisdictions, trust funds and deposits with insurance companies are maintained to provide pension benefits to plan participants and their

beneficiaries.

jurisdictions, trust funds and deposits with insurance companies are maintained to provide pension benefits to plan participants and their beneficiaries.

There are no plan assets in the U.S.

1 unchanged sentence

postretirement health care benefit plan, the Company has set aside amounts at least equal to annual benefit payments with an independent trustee.

Components of net periodic cost and other amounts recognized in other comprehensive (income) loss

The service cost component of defined benefit net periodic benefit cost is recorded in cost of product;

cost of software and rentals;

selling, general and administrative;

and research and development.

Components of net periodic benefit cost and other supplemental information for the three months ended March 31, 2025 and 2024 are as follows:

Three months ended March 31,

C omponents of net periodic cost and other amounts recognized in other comprehensive (income) loss

Components of net periodic benefit cost and other supplemental information for the three and six months ended June 30, 2025 and 2024 are as follows:

Three months ended June 30,

Qualified and Non-qualified Pension Benefits

2 unchanged sentences

Net periodic benefit cost (benefit)

Operating expense

Service cost $ 6 $ — $ 5 $ 4 $ 1 $ —

Non-operating expense

Service cost - Operating $ 6 $ 7 $ 5 $ 5 $ 1 $ 1

Interest cost 24 23 5 5 3 3

Expected return on plan assets ( 31 ) ( 34 ) ( 6 ) ( 5 ) ( 2 ) ( 2 )

Amortization of transition asset — — — — — —

Amortization of prior service benefit — ( 1 ) — — — ( 1 )

Amortization of net actuarial loss 16 14 — — 1 1

Settlements — — — — — —

Other — — — — — —

Total non-operating expense (benefit) 9 — ( 1 ) — 2 —

Non-operating 9 2 ( 1 ) — 2 1

Total net periodic benefit cost (benefit) $ 15 $ 9 $ 4 $ 5 $ 3 $ 2

Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss

Amortization of transition asset $ — $ — $ — $ — $ — $ —

Prior service cost (benefit) — — — — — —

Six months ended June 30,

Qualified and Non-qualified Pension Benefits

United States International Postretirement Benefits

(Millions) 2025 2024 2025 2024 2025 2024

Net periodic benefit cost (benefit)

Service cost - Operating $ 12 $ 7 $ 10 $ 9 $ 2 $ 1

Interest cost 48 23 10 10 6 3

Expected return on plan assets ( 62 ) ( 34 ) ( 12 ) ( 10 ) ( 4 ) ( 2 )

Amortization of prior service benefit — ( 1 ) — — — ( 1 )

Net actuarial (gain) loss — — — — — —

Amortization of net actuarial loss 32 14 — — 2 1

Settlements — — — — — —

Foreign currency — — — — — —

Total recognized in other comprehensive (income) loss ( 16 ) — — — ( 1 ) —

Total recognized in net periodic benefit cost (benefit) and other comprehensive (income) loss $ ( 1 ) $ — $ 4 $ 4 $ 2 $ —

During the three months ended March 31, 2025, the Company made cash contributions totaling $ 2 million to its U.S.

Non-operating 18 2 ( 2 ) — 4 1

Total net periodic benefit cost (benefit) $ 30 $ 9 $ 8 $ 9 $ 6 $ 2

During the six months ended June 30, 2025, the Company made cash contributions totaling $ 3 million to its U.S.

pension plans and $ 8 million to its international pension plans.

16 unchanged sentences

The maximum length of time over which Solventum hedges its exposure to the variability in future cash flows of the forecasted transactions is 24 months.

As of March 31, 2025, the Company had a balance of $ 9 million associated with the after-tax net unrealized gain associated with cash flow hedging instruments recorded in accumulated other comprehensive income.

Of the total after-tax net unrealized balance as of March 31, 2025, Solventum expects to reclassify to earnings approximately $ 7 million after-tax net unrealized gain over the next 12 months based on exchange rates as of March 31, 2025.

As of June 30, 2025, the Company had a balance of $ 19 million associated with the after-tax net unrealized loss associated with cash flow hedging instruments recorded in accumulated other comprehensive income.

Of the total after-tax net unrealized balance as of June 30, 2025, Solventum expects to reclassify to earnings approximately $ 11 million after-tax net unrealized loss over the next 12 months based on exchange rates as of June 30, 2025.

The amount of pretax gain (loss) recognized in other comprehensive income (loss) related to derivative instruments designated as cash flow hedges is provided in the following table.

Pretax Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2025 2024 2025 2024

6 unchanged sentences

In March 2025, the Company entered into additional cross-currency swaps designated as net investment hedges of approximately $ 377 million.

Interest Rate Swaps - On July 24, 2025, the Company entered into $ 200 million notional fixed-to-floating forward interest rate swap in connection with the anticipated closing of the Purification and Filtration sale and planned purchase of a portion of our outstanding registered debt.

Derivatives Not Designated as Hedging Instruments - Derivatives not designated as hedging instruments include foreign currency contracts to offset, in part, the impacts of changes in value of various non-functional currency denominated items including certain intercompany financing balances.

3 unchanged sentences

Statement of Income Location and Impact of Derivative Instruments

The impact to income related to both derivative instruments designated in cash flow hedging relationships and those not designated as hedging instruments for the three months ended March 31, 2025 was not material.

The impact to income related to both derivative instruments designated in cash flow hedging relationships and those not designated as hedging instruments for the three and six months ended June 30, 2025 was not material.

The impact from derivative instruments designated in cash flow hedging relationships was reflected within cost of sales and the impact from derivatives not designated as hedging instruments was reflected within other expense (income), net on the condensed consolidated statements of income.

5 unchanged sentences

(Millions) Location Fair Value Amount Location Fair Value Amount

March 31, December 31, March 31, December 31, March 31, December 31,

June 30, December 31, June 30, December 31, June 30, December 31,

2025 2024 2025 2024 2025 2024

42 unchanged sentences

The Company either discloses the amount of a possible loss or range of loss in excess of established accruals if estimable, or states that such an estimate cannot be made.

The Company discloses significant legal proceedings even where liability is not probable or the amount of the liability is not estimable, or both, if the Company believes there is at least a reasonable possibility that a loss may be incurred.

The Company discloses significant legal proceedings even where liability is not probable or the amount of the liability is not estimable, or both, if the Company believes

there is at least a reasonable possibility that a loss may be incurred.

Based on experience and developments, the Company reexamines its estimates of probable liabilities and associated expenses and receivables each period, and whether a loss previously determined to not be reasonably estimable and/or not probable is now able to be reasonably estimated or has become probable.

1 unchanged sentence

As a result, the current accruals and/or estimates of loss and the estimates of the potential impact on the Company’s consolidated financial position, results of operations and cash flows for the legal proceedings and claims pending against the Company will likely change over time.

During the first quarter of 2025 and 2024, the Company recognized $ 12 million and no legal charges, respectively.

During the first quarter of 2025 the Company made a payment of $ 3 million related to a legal settlement.

At March 31, 2025 and December 31, 2024, accrued litigation costs were $ 35 million and $ 25 million, respectively.

During the three and six months ended June 30, 2025, the Company recognized $ 0 and $ 12 million in legal charges, respectively.

During both the three and six months ended June 30, 2024, the Company recognized $ 5 million in legal charges.

During the six months ended June 30, 2025 the Company made payments of $ 16 million related to legal settlements.

At June 30, 2025 and December 31, 2024, accrued litigation costs were $ 21 million and $ 25 million, respectively.

Because litigation is subject to inherent uncertainties, and unfavorable rulings or developments could occur, the Company may ultimately incur charges substantially in excess of presently recorded liabilities, including with respect to matters for which no accruals are currently recorded because losses are not currently probable and reasonably estimable.

4 unchanged sentences

However, even when a loss or range of loss is not probable and reasonably estimable, developments in, or the ultimate resolution of, a matter could be material to the Company and could have a material adverse effect on the Company, its consolidated financial position, results of operations and cash flows.

In addition, future adverse rulings or developments, or

settlements in, one or more matters could result in future changes to determinations of probable and reasonably estimable losses in other matters.

In addition, future adverse rulings or developments, or settlements in, one or more matters could result in future changes to determinations of probable and reasonably estimable losses in other matters.

Process for Disclosure and Recording of Insurance Receivables Related to Legal Proceedings

26 unchanged sentences

and KCI USA, Inc.

As previously disclosed in the SEC filings by the KCI entities, in 2009, Kinetic Concepts, Inc.

received a subpoena from the U.S.

Department of Health and Human Services Office of Inspector General.

In 2011, following the completion of the government’s review and its decision declining to intervene in two qui tam actions described further below, the qui tam relator-plaintiffs’ pleadings were unsealed.

The government inquiry followed two qui tam actions filed in 2008 by two former employees against Kinetic Concepts, Inc.

In 2008 two former employees filed qui tam actions against Kinetic Concepts, Inc.

and KCI USA, Inc.

(collectively, the “ KCI Defendants ” ) under seal in the U.S.

District Court for the Central District of California.

(collectively, the “KCI Defendants”), alleging that the KCI Defendants violated the federal False Claims Act by submitting false or fraudulent claims to federal healthcare programs related to billing for 3M V.A.C.

One qui tam action (the Godecke case) was dismissed in January 2022.

In the remaining action (the Hartpence case), the complaint contains allegations that the KCI Defendants violated the federal False Claims Act by submitting false or fraudulent claims to federal healthcare programs by billing for 3M V.A.C.

Therapy in a manner that was not consistent with the Local Coverage Determinations issued by the Durable Medical Equipment Medicare Administrative Contractors and seeks monetary damages.

In June 2019, the district court entered summary judgment in the KCI Defendants’ favor on all of the relator-plaintiff’s claims.

The relator-plaintiff then filed an appeal in the U.S.

Court of Appeals for the Ninth Circuit.

Oral argument in the Hartpence case was held in July 2020.

The appellate court issued an opinion in August 2022 reversing the decision of the district court and remanding the case for further proceedings.

The district court held a status conference in January 2023 during which no case deadlines were set;

the litigation remains in a pre-trial stage.

The KCI Defendants filed a renewed motion for summary judgment in March 2023.

In July 2023, the parties filed a joint status report notifying the court of the parties’ agreement to mediate the matter in November 2023.

As a result of a mediation held in November 2023, the relator-plaintiff and KCI reached an agreement in principle to settle the case and resolve all the remaining claims in this action, including the dismissal of the relator-plaintiff’s complaint with prejudice, subject to the agreement of the government and the parties’ negotiation and agreement of all remaining terms of the settlement.

The KCI Defendants and relator-plaintiff have jointly requested that the court continue to hold in abeyance any hearing on the KCI Defendants’ pending Renewed Motion for Summary Judgment and any further proceedings in this case, to allow the parties to confer with counsel for the government and negotiate the remaining terms of the settlement agreement.

The KCI Defendants and the relator-plaintiff submitted an updated status report to the court during January 2024 and updated status reports to the court periodically thereafter, most recently in March 2025.

Under the terms of the Separation and Distribution Agreement, Solventum has agreed to indemnify 3M for liabilities related to this matter, to manage the litigation, and pay for related legal expenses.

For the matters described in this section for which a liability has been recorded, the amount recorded is included in the disclosed amounts in the preceding “ Process for Disclosure and Recording of Liabilities Related to Legal Proceedings ” section and is not material to the Company’s consolidated results of operations or financial condition.

The Company is not able to estimate a possible loss or range of possible loss in excess of the recorded liability at this time.

In the remaining action (the Hartpence case), the litigation remained in a pre-trial stage through July 2023 when the parties agreed to mediate the matter.

The parties updated the court periodically during their mediation and subsequent negotiation of an agreement to settle the matter.

The parties entered into an agreement resolving the matter on May 15, 2025.

On July 2, 2025, pursuant to that agreement, the relator-plaintiff filed a joint stipulation of voluntary dismissal, dismissing the matter with prejudice as to the relator-plaintiff and without prejudice as to the United States.

On July 3, 2025, the court entered an order dismissing the matter consistent with the parties’ stipulation.

Warranties/Guarantees

The Company had approximately $ 51 million and $ 40 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at March 31, 2025 and December 31, 2024, respectively.

The Company had approximately $ 71 million and $ 40 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

These instruments are utilized in connection with normal business activities.

2 unchanged sentences

In the fourth quarter of 2024, the Company announced its Solventum Way restructuring program, which is a reorganization designed to establish a more flexible and decentralized structure, create headroom to invest for growth and an operating model that enhances margins over time.

Solventum expects to commit to further actions under this program and also expects that substantially all actions will be complete by the end of 2025.

Solventum expects that substantially all actions under this program will be complete by the end of 2025.

The related restructuring charges for periods presented were recorded in the condensed consolidated statement of income as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2025 2025

10 unchanged sentences

Accrued liabilities as of December 31, 2024 $ 45 $ 8 $ 53

Expense incurred in 2025 $ 14 $ 4 $ 18

Expense incurred in first quarter of 2025 $ 14 $ 4 $ 18

Non-cash changes — ( 4 ) ( 4 )

1 unchanged sentence

Accrued liabilities as of March 31, 2025 $ 21 $ 8 $ 29

Expense incurred in second quarter of 2025 $ 9 $ ( 1 ) $ 8

Cash payments ( 9 ) ( 2 ) ( 11 )

Accrued liabilities as of June 30, 2025 $ 21 $ 5 $ 26

Asset-related and other primarily includes charges associated with asset write-offs and other contractual third party termination costs.

4 unchanged sentences

This share amount is utilized for the calculation of basic and diluted earnings per share ( “ EPS ” ) for all periods presented prior to the Spin-Off.

For the three months ended March 31, 2024, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

For the three and six months ended June 30, 2024, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

Subsequent to Spin-Off, the dilutive effect of outstanding stock options, restricted stock units ( “ RSUs ” ) and performance share units ( “ PSUs ” ) is reflected in the calculation of EPS using the treasury stock method.

As of March 31, 2025, diluted EPS excludes 4.1 million shares issuable under stock-based compensation plans because the effect would have been antidilutive.

For periods prior to the Spin-Off, there were no dilutive equity instruments as there were no equity awards of Solventum outstanding prior to the Spin-Off.

Diluted earnings per share excludes certain shares issuable under stock-based compensation plans because the effect would have been antidilutive.

The computations for basic and diluted EPS are as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Amounts in millions, except per share amounts) 2025 2024 2025 2024

1 unchanged sentence

Weighted average common shares outstanding – basic

174.1 173.2 173.9 172.9

Dilution associated with stock-based compensation plans 1.1 0.3 1.1 0.2

2 unchanged sentences

Diluted earnings per share $ 0.51 $ 0.51 $ 1.30 $ 1.88

Antidilutive shares 4.4 6.0 4.1 6.0

Stock-Based Compensation

9 unchanged sentences

Amounts recognized in the condensed consolidated financial statements related to stock-based compensation awards, including stock options, RSUs, and PSUs, are provided in the following table.

Total stock-based compensation expense recognized in cost of product and cost of software and rentals has been combined in the table below as cost of sales.

Total stock-based compensation expense recognized in cost of product and cost of software and rentals has been combined in the table below within Cost of sales.

Capitalized stock-based compensation amounts were not material.

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2025 2024 2025 2024

5 unchanged sentences

Stock-based compensation expenses, net of tax

$ 28 $ 46 $ 72 $ 52

Related Parties

11 unchanged sentences

3M expense allocations were recorded in the condensed consolidated statements of income within the following captions:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2024 2024

3 unchanged sentences

Research and development expenses — 28

Total $ — $ 220

Related Party Transactions After Spin-Off

5 unchanged sentences

The impact on net assets primarily represents liabilities payable to 3M for services received prior to Spin-Off as well as cash and accounts receivable retained by 3M.

• Transition agreement expenses for the three months ended March 31, 2025 were $ 137 million and are related to services received under transition agreements between the Company and 3M and its affiliates.

• Transition agreement expenses for the three and six months ended June 30, 2025 were $ 135 million and $ 272 million, respectively, and for both the three and six months ended June 30, 2024 were $ 88 million, and are related to services received under transition agreements between the Company and 3M and its affiliates.

These expenses are reflected in cost of product and operating expense (which is comprised of selling, general and administrative and research and development expenses) on the Company's condensed consolidated statements of income.

• Master supply agreement activity for three months ended March 31, 2025 comprised of revenue and cost of sales associated with products sold to 3M of $ 20 million and $ 15 million, respectively.

Cost of product related to purchases from 3M under the master supply agreements was $ 63 million for the three months ended March 31, 2025.

• Master Supply Agreements - The Company recognized revenue and cost of sales associated with products sold to 3M of $ 22 million and $ 16 million, respectively, for the three months ended June 30, 2025 and $ 42 million and $ 31 million, respectively, for the six months ended June 30, 2025.

The Company recognized revenue and cost of sales associated with products sold to 3M of $ 10 million and $ 8 million, respectively, for both the three and six months ended June 30, 2024.

Cost of product related to purchases from 3M under the master supply agreements was $ 58 million and $ 121 million for the three and six months ended June 30, 2025, respectively.

Related Party Transactions

The Company had the following transactions with 3M and its affiliates, primarily in connection with the transition and master supply agreements, reported in the Company’s condensed consolidated financial statements:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Amounts in millions) 2025 2024 2025 2024

4 unchanged sentences

Current amounts due from and due to 3M under various agreements described above are recognized within the “Due from related parties” and “Due to related parties,” as applicable, in the condensed consolidated financial statements.

Non-current amounts due to 3M were approximately $ 66 million at March 31, 2025 and were recognized in “Other liabilities” in the condensed consolidated balance sheets.

Non-current amounts due to 3M were approximately $ 72 million at June 30, 2025 and were recognized in “Other liabilities” in the condensed consolidated balance sheets.

Net Parent Investment

1 unchanged sentence

The reconciliation of net transfers to 3M between the condensed consolidated changes in equity and the condensed consolidated statements of cash flows are as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2025 2024 2025 2024

23 unchanged sentences

Business Segment Information and Disaggregated Net Sales

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Net Sales (Millions)

2025 2024 2025 2024

Advanced Wound Care $ 467 $ 460 $ 915 $ 901

6 unchanged sentences

Total Company $ 2,161 $ 2,081 $ 4,231 $ 4,097

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Cost of Sales (Millions) 2025 2024 2025 2024

3 unchanged sentences

Purification and Filtration 132 146 266 282

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Operating Expenses (Millions)* 2025 2024 2025 2024

4 unchanged sentences

* Operating expenses are comprised of selling, general and administrative expenses and research and development expenses as shown on the condensed consolidated statements of income.

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Operating Performance (Millions)

2025 2024 2025 2024

MedSurg $ 210 $ 214 $ 416 $ 435

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements