What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-08 compared with 2025-05-09 · 148 added, 79 removed, 231 unchanged (50% of the section changed)

1 unchanged sentence

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s condensed consolidated financial statements and corresponding notes elsewhere in this Quarterly Report on Form 10-Q.

The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Solventum for the three months ended March 31, 2025 and 2024.

For full understanding of the Company’s financial condition and results of operations, the below discussion should be read alongside the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2024 Annual Report on Form 10-K.

20 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.

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.

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 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 regulatory approvals and customary closing conditions.

The company intends to use the net proceeds from the transaction primarily to pay down a portion of the Company’s outstanding debt through the pay down of our term loan and bond buybacks.

References are made to organic sales change, which is defined as the change in net sales, absent the separate impacts on sales from foreign currency translation and acquisitions, net of divestitures, and to constant currency change, which is defined as the change in net sales absent the impact on sales from foreign currency translation.

2 unchanged sentences

Divestiture impacts include lost sales from the Company’s dental anesthetics business that was sold in August 2023 as well as lost sales from certain health care businesses retained by 3M India in connection with the Spin-Off.

Solventum believes this

information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

Solventum believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

Sales and operating income by business segment:

The following tables contain sales and operating results by business segment for all periods presented.

The Company’s use of the term “NM” reflects results considered not material due to not having material activity in comparable prior years.

The Company’s use of the term “NM” reflects results considered not material due to either not having material activity in comparable prior years or is not meaningful.

Refer to the section entitled “ —Performance by Business Segment ” below for discussion of sales change and operating performance.

1 unchanged sentence

Segment and Total Company Net Sales

Three months ended March 31, Increase/(Decrease)

Three months ended June 30, Increase/(Decrease)

(Millions) 2025 2024 Reported Growth Currency Impact Constant Currency Other Organic Growth

8 unchanged sentences

Total Company $ 2,161 $ 2,081 3.9 % 1.1 % 2.8 % — % 2.8 %

Six months ended June 30, Increase/(Decrease)

(Dollars in millions) 2025 2024 Reported Growth Currency Impact Constant Currency Other Organic Growth

Segment Sales

Advanced Wound Care $ 915 $ 901 1.6 % (0.1) % 1.7 % (0.1) % 1.8 %

Infection Prevention and Surgical Solutions 1,460 1,380 5.8 (0.4) 6.2 (0.8) 7.0

MedSurg 2,375 2,281 4.1 (0.3) 4.4 (0.5) 4.9

Dental Solutions 667 666 0.1 (0.2) 0.3 (0.3) 0.6

Health Information Systems 667 645 3.5 — 3.5 — 3.5

Purification and Filtration 494 483 2.2 0.1 2.1 (0.5) 2.6

Corporate and Unallocated 28 22 NM NM NM NM NM

Total Company $ 4,231 $ 4,097 3.3 % (0.2) % 3.5 % — % 3.5 %

Segment and Total Company Operating Income

Three months ended March 31,

Three months ended June 30,

(Millions) 2025 2024 2025 vs 2024 change

6 unchanged sentences

Total Company $ 214 $ 244 (12.3) %

Six months ended June 30,

(Dollars in millions) 2025 2024 2025 vs 2024 change

Segment Operating Income

MedSurg $ 416 $ 435 (4.4) %

Dental Solutions 175 203 (13.8)

Health Information Systems 229 212 8.0

Purification and Filtration 83 58 43.1

Corporate and Unallocated (536) (283) 89.4

Total Company $ 367 $ 625 (41.3) %

Net Sales by Geographic Area

1 unchanged sentence

Sales are generally reported within the geographic area based on the location of the customer taking possession of the products or in which services are rendered.

Percent change information compares the three months ended March 31, 2025 with the same period for the prior year, unless otherwise indicated.

Three months ended March 31, 2025

Percent change information compares the three and six months ended June 30, 2025 with the same period for the prior year, unless otherwise indicated.

Three months ended June 30, 2025

(Millions) United States International Worldwide

3 unchanged sentences

Organic growth 3.7 % 1.6 % 2.8 %

Constant currency 3.7 1.6 2.8

Currency impact — 2.3 1.1

Reported growth 3.7 % 4.0 % 3.9 %

Six months ended June 30, 2025

United States International Worldwide

Net sales (millions) $ 2,329 $ 1,902 $ 4,231

% of worldwide sales 55.0 % 45.0 % 100.0 %

Increase/(decrease)

Organic growth 3.8 % 3.1 % 3.5 %

Other 0.4 (0.6) —

3 unchanged sentences

Additional information beyond what is included in the preceding table is as follows:

First quarter 2025 results

Second quarter 2025 results:

• In the United States geographic area, both total sales and organic sales increased.

Organic growth occurred across all segments, led by MedSurg and Purification and Filtration.

• In the International geographic area, both total sales and organic sales increased.

Organic growth was led by MedSurg, partially offset by a decline in Purification and Filtration.

First six months 2025 results:

• In the United States geographic area, both total sales and organic sales increased.

Organic growth occurred across all segments, led by MedSurg.

• In the International geographic area, total sales were flat while organic sales increased.

Organic growth was led by MedSurg.

• In the International geographic area, both total sales and organic sales increased.

Organic growth was led by MedSurg, partially offset by a decline in Purification and Filtration.

Managing currency risks

Prior to April 1, 2024, Solventum indirectly participated in 3M’s centrally managed hedging program, which utilizes a number of tools to manage currency risk including natural hedges such as pricing, productivity, hard currency, hard currency-indexed billings, and localizing source of supply.

3M also used financial hedges to mitigate currency risk.

Prior to April 1, 2024, Solventum indirectly participated in 3M’s centrally managed hedging program.

Starting in the second quarter of 2024, Solventum established its own hedging program.

Refer to Note 11 to the condensed consolidated financial statements for additional details.

The stronger U.S.

dollar had a negative worldwide impact on sales for the three months ended March 31, 2025 compared to 2024.

Solventum estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax income by approximately $2 million at March 31, 2025.

The weaker U.S.

dollar had a positive worldwide impact on sales for the second quarter 2025 compared to the same period last year.

The worldwide impact on sales for the six months ended 2025 was minimal, as the negative impact in the first quarter 2025 was partially offset by the positive impact in the second quarter 2025.

Solventum estimates that year-on-year foreign

currency transaction effects, including hedging impacts, increased pre-tax income by approximately $13 million and $10 million for the three and six months ended June 30, 2025, respectively.

Financial condition

3 unchanged sentences

Operating Expenses

Three months ended March 31,

(Percent of corresponding net sales) 2025 2024 Change

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

(Percent of corresponding net sales) 2025 2024 Change 2025 2024 Change

Cost of product 51.9 % 51.3 % 0.6 % 52.1 % 49.0 % 3.1 %

2 unchanged sentences

Cost of product includes manufacturing, engineering and freight costs.

Cost of product, measured as a percent of sales of product, increased in the first quarter of 2025 when compared to the first quarter of 2024.

Cost of product, measured as a percent of sales of product, increased in the second quarter of 2025 when compared to the second quarter of 2024.

The increase was driven by increased costs due to the impact of higher costs on inventory sourced under the master supply and transition manufacturing agreements with 3M and due to the cost of other transition support provided by 3M.

Cost of product, measured as a percent of sales of product, increased in the first six months of 2025 when compared to the first six months of 2024.

Cost of Software and Rentals

Cost of software and rentals includes compensation-related costs associated with installation, training and maintenance for our software products, and depreciation, maintenance and refurbishment cost and freight costs related to our hardware rental units.

Cost of software and rentals, measured as a percent of sales of software and rentals, decreased slightly during the first quarter of 2025 as compared to the same period last year due to the impact of higher software revenue.

Three months ended March 31,

(Percent of total net sales) 2025 2024 Change

Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the second quarter of 2025 as compared to the same period last year due to the impact of sales mix, primarily driven by higher sales of our revenue cycle management solutions.

Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the first six months of 2025 as compared to the same period last year due to the impact of sales mix, primarily driven by higher sales of our revenue cycle management solution.

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

(Percent of total net sales) 2025 2024 Change 2025 2024 Change

Selling, general and administrative (SG&A) 35.7 % 33.7 % 2.0 % 36.4 % 31.7 % 4.7 %

2 unchanged sentences

Selling, General and Administrative

SG&A, measured as a percent of total net sales, increased in the first quarter of 2025 when compared to the same period last year.

SG&A, measured as a percent of total net sales, increased in the second quarter of 2025 when compared to the same period last year.

The increase was driven by higher costs associated with activities to separate operations from 3M, including deployment of our enterprise resource planning and other information technology solutions.

SG&A, measured as a percent of total net sales, increased in the first six months of 2025 when compared to the same period last year.

The increase was driven by higher compensation, including equity-based awards, and higher costs associated with both initial stand-up and ongoing operations to support a standalone company.

Research and Development

R&D, measured as a percent of total net sales, decreased in the first quarter of 2025 when compared to the same period last year due to similar costs year-on-year in relation to higher net sales.

R&D, measured as a percent of total net sales, decreased in the second quarter of 2025 when compared to the same period last year due to similar costs year-on-year in relation to higher net sales.

R&D, measured as a percent of total net sales, decreased in the first six months of 2025 when compared to the same period last year due to similar costs year-on-year in relation to higher net sales.

Interest Expense, Net and Other Expense (Income), Net

Three months ended March 31,

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

(Millions) 2025 2024 2025 2024

2 unchanged sentences

Interest expense, net includes interest accrued on debt obligations, offset by interest income from cash and marketable securities.

Interest expense, net increased in the first quarter of 2025 as compared to the same period last year due to a full quarter of interest incurred related to the February 2024 issuance of senior notes and March 2024 draw on the senior term loan credit facilities.

Refer to Note 9 to the financial statements for more information.

This increase was partially offset by interest earned from cash and marketable securities held during the period.

Interest expense, net decreased in the second quarter as compared to the same period last year due to lower interest expense as a result of lower debt outstanding.

Interest expense, net increased in the first six months of 2025 as compared to the same period last year due to a full quarter of interest incurred in the first quarter of 2025 related to the February 2024 issuance of senior notes and March 2024 draw on the senior term loan credit facilities.

Refer to Note 9 to the condensed consolidated financial statements for more information.

Other expense (income), net includes the non-service component of periodic pension cost, investment gains and losses, and foreign currency transaction gain (loss).

Other expense (income), net decreased slightly for the first quarter of 2025 as compared to the same period last year as lower currency-related impacts were offset by higher non-service pension costs from plans that transferred at the end of March 2024.

Other expense (income), net decreased for both the second quarter and first six months of 2025 as compared to the same period last year primarily due to charges associated with the substantial liquidation of foreign operations completed as part of our separation from 3M.

Provision for (benefit from) Income Taxes:

Three months ended March 31,

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

(Percent of pre-tax income/loss) 2025 2024 2025 2024

Effective tax rate 12.5 % 7.3 % (61.0) % 23.3 %

Refer to Note 8 to the financial statements for further discussion of income taxes.

Refer to Note 8 to the condensed consolidated financial statements for further discussion of income taxes.

Performance by Business Segment

12 unchanged sentences

Information related to the Company’s segments is presented in the tables that follow with additional context in the corresponding narrative below the tables.

MedSurg (55.9% of consolidated sales for the three months ended March 31, 2025 )

Three months ended March 31,

MedSurg (56.4% and 56.1% of consolidated sales for the three and six months ended June 30, 2025)

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

(Millions) 2025 2024 2025 2024

2 unchanged sentences

Organic growth 3.9 % 1.8 % 4.9 % 1.0 %

— (0.5) (0.5) (0.3)

Constant currency 3.9 1.2 4.4 0.7

Currency impact

0.9 (1.1) (0.3) (0.8)

Reported growth 4.8 % 0.1 % 4.1 % (0.1) %

2 unchanged sentences

Percent of sales 17.3 % 18.4 % 17.5 % 19.1 %

First quarter 2025 results

Second quarter 2025 results:

Sales in MedSurg were up 4.8%:

• Organic growth was driven by strong broad-based volumes in Infection Prevention and Surgical Solutions, led by I.V.

site management and hospital consumables.

• Advanced Wound Care volumes grew, driven by single-use negative pressure wound therapy consumables.

• Other includes lost sales from certain health care businesses in India retained by 3M in connection with the Spin-Off.

• Organic growth was driven by strong broad-based volumes in Infection Prevention and Surgical Solutions, led by surgical solutions and I.V.

site management products.

Growth benefited from advanced order timing as part of enterprise resource planning and distribution cutovers that were completed during the second quarter 2025.

• Foreign currency translation positively impacted sales by 0.9%.

Business segment operating income margin decreased when compared to the same period last year.

The decrease was primarily driven by the impact of higher tariffs on product manufactured during the second quarter of 2025.

First six months 2025 results:

Sales in MedSurg were up 4.1%:

• Organic growth was led by Infection Prevention and Surgical Solutions, led by I.V.

site management and hospital consumable products.

• Other includes certain health care businesses retained by 3M India in connection with the Spin-Off.

• Foreign currency translation negatively impacted sales by (0.3%).

1 unchanged sentence

The decrease was driven by higher costs to stand-up and operate our standalone structure after Spin-Off.

Dental Solutions (15.8% of consolidated sales for the three months ended March 31, 2025)

Three months ended March 31,

Dental Solutions (15.6% and 15.8% of consolidated sales for the three and six months ended June 30, 2025)

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

(Millions) 2025 2024 2025 2024

2 unchanged sentences

Organic growth 0.7 % (2.0) % 0.6 % (0.8) %

— (2.4) (0.3) (2.1)

Constant currency 0.6 (4.4) 0.3 (2.9)

Currency impact

1.6 (1.5) (0.2) (0.9)

Reported growth 2.3 % (5.8) % 0.1 % (3.8) %

2 unchanged sentences

Percent of sales 28.5 % 28.0 % 26.2 % 30.5 %

First quarter 2025 results:

Sales in Dental Solutions were down (2.1)%:

• Organic growth in restorative and prevention solution products offset by declines in traditional orthodontic products.

• Other includes lost sales from certain health care businesses retained by 3M India in connection with the Spin-Off.

Second quarter 2025 results:

Sales in Dental Solutions were up 2.3%:

• Organic growth in new restorative and prevention solution products was partially offset by a decline in traditional orthodontic products.

• Foreign currency translation positively impacted sales by 1.6%.

Business segment operating income margin increased when compared to the same period last year primarily due to lower business operating expenses.

First six months 2025 results:

Sales in Dental Solutions were up slightly at 0.1%:

• Organic growth in new restorative and prevention solutions products was partially offset by a decline in traditional orthodontic products.

• Other includes certain health care businesses retained by 3M India in connection with the Spin-Off.

• Foreign currency translation negatively impacted sales by (0.2%)

Business segment operating income margin decreased when compared to the same period last year as a result of higher costs to stand-up and operate our standalone structure after Spin-Off and inventory-related charges that are not expected to continue in 2025.

Health Information Systems (15.9% of consolidated sales for the three months ended March 31, 2025)

Three months ended March 31,

Business segment operating income margin decreased when compared to the same period last year as a result of higher costs to stand-up and operate our standalone structure after Spin-Off.

Health Information Systems (15.7% and 15.8% of consolidated sales for the three and six months ended June 30, 2025)

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

(Millions) 2025 2024 2025 2024

4 unchanged sentences

Currency impact

0.2 (0.1) — —

Reported growth 3.4 % 3.5 % 3.5 % 2.0 %

2 unchanged sentences

Percent of sales 35.5 % 33.8 % 34.3 % 32.9 %

First quarter 2025 results:

Second quarter 2025 results:

Sales in Health Information Systems were up 3.4%:

• Organic growth was driven by continued adoption of our 3M TM 360 Encompass TM .

• Foreign currency translation negatively impacted sales by (0.3%).

Business segment operating income margin increased when compared to the same period last year driven by temporary savings from the Company's Solventum Way restructuring program, partially offset by higher compensation costs.

Purification and Filtration (11.7% of consolidated sales for the three months ended March 31, 2025)

Three months ended March 31,

• Organic growth was driven by continued adoption of our Solventum™ 360 Encompass TM .

• Clinician productivity solutions declined primarily due to impacts from changing market conditions.

• Foreign currency translation positively impacted sales by 0.2%.

Business segment operating income margin increased when compared to the same period last year, driven by sales price growth, product mix, partially offset by the impact of higher compensation costs.

First six months 2025 results:

Sales in Health Information Systems were up 3.5%:

• Positive organic growth was driven by continued adoption of our Solventum™ 360 Encompass TM and performance management solutions.

• Clinician productivity solutions declined primarily due to impacts from changing market conditions.

Business segment operating income margin increased when compared to the same period last year, driven by sales price growth, product mix, partially offset by the impact of higher compensation costs.

Purification and Filtration (11.7% and 11.7% of consolidated sales for the three and six months ended June 30, 2025)

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

(Millions) 2025 2024 2025 2024

2 unchanged sentences

Organic growth 3.1 % (0.9) % 2.6 % 2.6 %

— (1.2) (0.5) (0.6)

Constant currency 3.1 (2.1) 2.1 2.0

Currency impact

2.3 (1.6) 0.1 (1.1)

Reported growth 5.4 % (3.6) % 2.2 % 0.9 %

2 unchanged sentences

Percent of sales 19.2 % 8.0 % 16.9 % 12.0 %

First quarter 2025 results:

Sales in Purification and Filtration were down (0.9)%:

• Organic growth was driven by continued strength in bioprocessing filtration and industrial filtration, which benefited from added production capacity, partially offset by declines in membrane OEM products.

• Other includes lost sales from certain health care businesses in India retained by 3M in connection with the Spin-Off.

• Foreign currency translation negatively impacted sales by (2.0)%.

Business segment operating income margin decreased due to a negative impact from higher compensation-related costs and costs to stand-up and operate our standalone structure after Spin-Off, partially offset by benefits from sales mix.

Second quarter 2025 results:

Sales in Purification and Filtration were up 5.4%:

• Organic growth was driven by growth in both bioprocessing filtration and industrial filtration, which benefited from added production capacity, partially offset by declines in membrane OEM products.

• Foreign currency translation positively impacted sales by 2.3%.

Business segment operating income margin increased due to volume growth, favorable sales mix and a benefit resulting from the Company stopping depreciation on assets classified as held for sale.

First six months 2025 results:

Sales in Purification and Filtration were up 2.2%:

• Other includes certain health care businesses retained by 3M India in connection with the Spin-Off.

• Foreign currency translation positively impacted growth by 0.1%.

Business segment operating income margin increased due to volume growth, favorable sales mix and a benefit resulting from the Company stopping depreciation on assets classified as held for sale, partially offset by additional standalone structure costs.

Financial Condition and Liquidity

3 unchanged sentences

Refer to Note 9 of the Company's condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information on the Company's long-term debt and short-term borrowings.

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

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.

Cash, cash equivalents and marketable securities

As of March 31, 2025, Solventum had $534 million of cash and cash equivalents, of which approximately $447 million was held by the Company’s foreign subsidiaries and approximately $92 million was held in the United States.

As of June 30, 2025, Solventum had $492 million of cash and cash equivalents, of which approximately $395 million was held by the Company’s foreign subsidiaries and approximately $99 million was held in the United States.

$2 million of cash and cash equivalents held for sale are included in the geographic breakout.

1 unchanged sentence

As of December 31, 2024, Solventum had $762 million of cash and cash equivalents, of which approximately $611 million was held by the Company’s foreign subsidiaries and $151 million was held in the United States.

There were immaterial amounts of marketable securities at both March 31, 2025 and December 31, 2024.

The decrease from December 31, 2024 resulted from coupon payments on the Senior Notes, interest payments on the Facilities, and prepayment of the 18-month senior unsecured term loan credit facility.

There were immaterial amounts of marketable securities at both June 30, 2025 and December 31, 2024.

Cash flows from operating, investing and financing activities are provided in the tables that follow.

1 unchanged sentence

Thus, the amounts presented in the following operating, investing and financing activities tables reflect changes in balances from period to period adjusted for these effects.

Three months ended March 31,

Six months ended June 30,

(Millions) 2025 2024

6 unchanged sentences

Operating Activities

For the first quarter of 2025, cash flows provided by operating activities decreased compared to the first quarter of 2024 primarily due to lower net income.

Cash flow activity with 3M is reflected in the due from and due to related parties.

This activity includes settlement of payables and receivables transferred at Spin-Off related to operating transactions between 3M and Solventum entities that occurred prior to the Spin-Off and transactions under the transition agreements with 3M.

In the first six months of 2025, cash flows provided by operating activities decreased compared to the first six months of 2024 primarily due to higher year-on-year interest payments on the Company's debt, standalone company tax payments, higher annual incentive compensation payments and lower net income.

Investing Activities

Purchases of property, plant and equipment increased in the first quarter of 2025 as compared to the first quarter of 2024.

Purchases of property, plant and equipment increased in the first six months of 2025 as compared to the first six months of 2024.

The increase is primarily driven by additional separation related capital spending as the Company relocates manufacturing and source of supply from 3M.

1 unchanged sentence

Financing Activities

For the first quarter of 2025, cash flows used by financing activities increased as compared to the first quarter of 2024, primarily due to the Company's repayment of $100 million outstanding principle issued under the senior term loan credit facilities.

For the first six months of 2025, cash flows used by financing activities increased as compared to the first six months of 2024, primarily due to the Company's repayment of $200 million outstanding principal issued under the senior term loan credit facilities.

Material Cash Requirements from Known Contractual and Other Obligations:

6 unchanged sentences

The Company expects to receive underlying materials or services for these purchase obligations.

To the extent the limited amount of these purchase obligations fluctuates, it largely trends with normal-course changes in regular operating activities.

To the extent these purchase obligations fluctuate, it largely trends with normal-course changes in regular operating activities.

Additionally, contractual capital commitments represent a small part of the Company’s expected capital spending.

Cautionary Note Concerning Forward Looking Statements

This Quarterly Report on Form 10-Q, including “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part I, Item 2, and other materials Solventum has filed or will file with the SEC (and oral communications that Solventum may make) contain or incorporates by reference statements that relate to future events and expectations and, as such, constitute forward-looking statements that involve risk and uncertainties.

This Quarterly Report on Form 10-Q, including “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part I, Item 2, and other materials Solventum has filed or will file with the SEC (and oral communications that Solventum may make) contain or incorporate by reference statements that relate to future events and expectations and, as such, constitute forward-looking statements that involve risk and uncertainties.

Forward-looking statements include those containing such words as “ anticipates, ” “ believes, ” “ could, ” “ estimates, ” “ expects, ” “ forecasts, ” “ goal, ” “ guidance, ” “ intends, ” “ may, ” “ outlook, ” “ plans, ” “ projects, ” “ seeks, ” “ sees, ” “ should, ” “ targets, ” “ will, ” “ would, ” or other words of similar meaning.

25 unchanged sentences

• any failure by 3M to perform any of its obligations under the various separation agreements in connection with the Spin-Off;

• any failure to realize the expected benefits of the Spin-Off, and/or that the Spin-Off will not be completed within the expected time frame, on the expected terms or at all;

• any failure to realize the expected benefits of the Spin-Off;

• a determination by the IRS or other tax authorities that the Spin-Off or certain related transactions should be treated as taxable transactions;

• financing transactions undertaken in connection with the separation and risks associated with additional indebtedness;

• the risk that incremental costs of operating on a standalone basis (including the loss of synergies), costs of restructuring transactions and other costs incurred in connection with the separation will exceed Solventum’s estimates;

• financing transactions undertaken in connection with the Spin-Off and risks associated with additional indebtedness;

• the impact of the Spin-Off on its businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of

4 unchanged sentences

Important information as to these factors can be found in this document, including, among others, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” under the headings of “ Overview, ” “ Financial Condition and Liquidity ” and annually in “ Critical Accounting Estimates.

” Discussion of these factors is incorporated by reference from Part I, Item 1A, “ Risk Factors, ” of this document, and should be considered an integral part of Part I, Item 2, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations.

” Discussion of these factors is incorporated by reference from Part II, Item 1A, “ Risk Factors, ” of this document, and should be considered an integral part of Part I, Item 2, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations.

” For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 8-K filed with the SEC from time to time and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

1 unchanged sentence

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 2. Management’s Discussion and Analysis