What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-08 · 178 added, 175 removed, 629 unchanged (36% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Income (Unaudited)

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

Three months ended September 30, Nine months ended September 30,

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

7 unchanged sentences

Research and development expenses 183 189 564 576

Gain on sale of business ( 1,518 ) — ( 1,518 ) —

Operating income 1,690 275 2,057 900

Interest expense, net 89 107 296 260

Loss on debt extinguishment, net 82 — 82 —

Other expense (income), net 5 1 24 48

11 unchanged sentences

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

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

Three months ended September 30, Nine months ended September 30,

(Millions) 2025 2024 2025 2024

9 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

June 30, December 31,

September 30, December 31,

(Millions, except share information) 2025 2024

8 unchanged sentences

Other current assets 540 293

Current assets held for sale 168 —

Total current assets 4,407 3,249

3 unchanged sentences

Other assets 747 665

Non-current assets held for sale 2,060 —

Total assets $ 13,973 $ 14,457

5 unchanged sentences

Other current liabilities 1,229 1,041

Current liabilities held for sale 54 —

Total current liabilities 2,938 2,703

3 unchanged sentences

Other liabilities 437 410

Non-current liabilities held for sale 38 —

Total liabilities $ 8,987 $ 11,498

1 unchanged sentence

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

Shares issued and outstanding - June 30, 2025:

Shares issued and outstanding - September 30, 2025:

Shares issued and outstanding - December 31, 2024:

8 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

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

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

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

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

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

Net income — — — 1,266 — — 1,266

Other comprehensive income (loss), net of tax — — — — — 27 27

Net transfers to 3M — — 1 — — — 1

Net transfers from 3M — — 9 — — — 9

Stock-based compensation — — 41 — — — 41

Common stock for tax withholding obligations — — ( 2 ) — — — ( 2 )

Balance at September 30, 2025 173 $ 2 $ 3,854 $ 1,734 $ — $ ( 604 ) $ 4,986

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

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

Net income — — — 122 — — 122

Other comprehensive income (loss), net of tax — — — — — 178 178

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

Stock-based compensation — — 27 — — — 27

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

Common stock for tax withholding obligations — — ( 2 ) — — — ( 2 )

Balance at September 30, 2024 173 $ 2 $ 3,744 $ 211 $ — $ ( 765 ) $ 3,192

Nine Months Ended September 30, 2025 and September 30, 2024

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

5 unchanged sentences

Common stock for tax withholding obligations — — ( 20 ) — — — ( 20 )

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

Balance at September 30, 2025 173 $ 2 $ 3,854 $ 1,734 $ — $ ( 604 ) $ 4,986

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

3 unchanged sentences

Stock-based compensation — — 83 — — — 83

Common stock for tax withholding obligations — — ( 2 ) — — — ( 2 )

Issuance of common stock in connection with Spin-Off and reclassification of net parent investment 173 2 3,663 — ( 3,665 ) — —

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

Balance at September 30, 2024 173 $ 2 $ 3,744 $ 211 $ — $ ( 765 ) $ 3,192

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six months ended June 30,

Nine months ended September 30,

(Millions) 2025 2024

5 unchanged sentences

Stock-based compensation expense 124 87

Gain on sale of business ( 1,518 ) —

Purification and Filtration transaction costs ( 86 ) —

Deferred income taxes ( 47 ) ( 93 )

5 unchanged sentences

Due to related parties

( 6 ) ( 169 )

Accrued compensation ( 9 ) 53

3 unchanged sentences

Purchases of property, plant and equipment ( 316 ) ( 253 )

Proceeds from sale of business 3,870 —

Other — net ( 12 ) —

Net cash used in investing activities ( 224 ) ( 160 )

Net cash provided by (used in) investing activities 3,542 ( 253 )

Cash Flows from Financing Activities

3 unchanged sentences

Other — net 49 8

Net cash (used in) provided by financing activities ( 249 ) 66

Net cash used in financing activities ( 2,942 ) ( 136 )

Effect of exchange rate changes on cash and cash equivalents 6 1

1 unchanged sentence

Cash and cash equivalents at beginning of period 762 194

Cash and cash equivalents within held for sale ( 2 ) —

Cash and cash equivalents at end of period $ 1,642 $ 772

10 unchanged sentences

Solventum is a leading global healthcare company with a broad portfolio of trusted solutions that leverage deep material science, data science, and digital capabilities to address critical customer needs.

Solventum is organized into four operating business segments that are aligned with the end markets that the Company serves:

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

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.

Solventum is organized into three reportable business segments that are aligned with the end markets that the Company serves:

MedSurg, Dental Solutions and Health Information Systems.

Basis of Presentation

10 unchanged sentences

The financial statements included in this interim report are referred to as the “Condensed Consolidated Financial Statements” for all periods presented.

All amounts discussed are in millions of U.S.

dollars, unless otherwise indicated.

Amounts reported within this interim report are rounded to the nearest million and the sum of the components may not equal the total amount reported due to rounding.

16 unchanged sentences

Year-end December 31, 2027 The Company is currently assessing the impact that the updated standard will have on financial statement disclosures.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

Issued September 2025.

Updates existing accounting guidance regarding the capitalization of internal-use software costs.

January 1, 2028 The Company is currently assessing the impact that the updated standard will have on financial statement disclosures.

Revenue Recognition

1 unchanged sentence

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

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.

Approximately $ 98 million and $ 477 million of the December 31, 2024 balance was recognized as revenue during the three and nine months ended September 30, 2025, while approximately $ 110 million and $ 500 million of the December 31, 2023 balance was recognized as revenue during the three and nine months ended September 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 $ 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.

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 $ 157 million and $ 456 million for the three and nine months ended September 30, 2025, and $ 148 million and $ 442 million for the three and nine months ended September 30, 2024.

Customer Concentration

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.

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

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

Acquisitions and Divestitures

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 June 30, 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:

(Millions) 2025

Accounts receivables — net of allowances $ 38

Inventories 119

Other current assets 11

Current assets held for sale 168

Property, plant and equipment — net 512

Goodwill 1,438

Intangible assets — net 109

Other assets 1

Non-current assets held for sale 2,060

Accounts payable 12

Accrued compensation 18

Other current liabilities 24

Current liabilities held for sale 54

Pension and postretirement benefits 27

Other liabilities 11

Non-current liabilities held for sale $ 38

The Company determined that the sale of the Purification and Filtration business did not meet the criteria to be reported as discontinued operations.

A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has (or will have) a major effect on the entity’s operations and financial results.

The Company analyzed the quantitative and qualitative factors relevant to the divestiture of the Purification and Filtration business, including its significance to the Company’s overall strategy, net sales and operating income, and determined that those conditions for discontinued operations presentation had not been met.

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

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

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 (such acquired business, the "Business").

On September 1, 2025, Solventum completed the sale of the Business to the Buyer.

The cash consideration paid to Solventum at closing was approximately $ 4 billion, which is subject to further working capital adjustments, resulting in a pre-tax gain of approximately $ 1.5 billion.

The pre-tax gain was recorded net of transaction fees of $ 86 million.

Under the Agreement, Buyer is 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 recorded $ 64 million within the other liabilities on the condensed consolidated balance sheets, which was the present value of the expected future obligation at close of the Transaction.

In connection with the sale of the Business, the Company entered into various transition service agreements to provide certain support services at cost, below fair market value, for a period of up to 24 months from the closing of the sale.

These transition services include product distribution and supply chain management, contract manufacturing, information technology, finance, customer support, among others.

In connection with these agreements, the Company recognized an unfavorable contract liability of $ 113 million, which will be recognized over the terms of the agreements.

In September 2025, the Company recognized approximately $ 14 million of transition service income, including amortization of the unfavorable contract liability, within selling, general and administrative expenses on the Company's condensed consolidated statements of income.

Sales and cost of sales associated with products sold to Buyer, as well as cost of products purchased from Buyer under the supply agreements were not material.

Immediately following the closing, the Company repurchased inventory from Buyer to fulfill its product distribution services under the transition agreement with Buyer.

The Company recorded $ 83 million within other current liabilities on the condensed consolidated balance sheets related to this repurchase that the Company expects to pay in the fourth quarter of 2025.

Goodwill and Intangible Assets

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

There was no goodwill recorded from acquisitions during the nine months ended September 30, 2025.

The goodwill balance by business segment is as follows:

(Millions) MedSurg Dental Solutions Health Information Systems Purification and Filtration Total

(Millions) MedSurg Dental Solutions Health Information Systems Purification and Filtration All Other Total

Balance as of December 31, 2024 $ 3,597 $ 439 $ 871 $ 1,470 $ — $ 6,377

Translation impact 217 38 4 28 287

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

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

Translation and other 203 37 4 ( 80 ) 108 272

Divestiture activity — — — ( 1,389 ) — ( 1,389 )

Balance as of September 30, 2025 $ 3,800 $ 477 $ 875 $ — $ 108 $ 5,260

Acquired Intangible Assets:

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

June 30, December 31,

September 30, December 31,

(Millions) 2025 2024

10 unchanged sentences

Amortization expense was as follows:

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

Three months ended September 30, Nine months ended September 30,

(Millions) 2025 2024 2025 2024

Amortization expense $ 77 $ 88 $ 235 $ 261

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

Expected amortization expense for acquired amortizable intangible assets recorded as of September 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:

June 30, December 31,

September 30, December 31,

(Millions) 2025 2024

4 unchanged sentences

Accrued interest 41 114

Purification and Filtration-related 193 —

Other 353 378

Total other current liabilities $ 1,229 $ 1,041

Purification and Filtration-related in the table above includes the liability recorded in conjunction with the repurchase of inventory and the current portion of the unfavorable contract liability as described in Note 3, along with other activity with Buyer, including amounts owed under the transition agreements, since the close of the Transaction.

Property, Plant, and Equipment - Net

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

June 30, December 31,

September 30, December 31,

(Millions) 2025 2024

7 unchanged sentences

Depreciation expense consisted of the following:

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

Three months ended September 30, Nine months ended September 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 June 30, 2025

Three months ended September 30, 2025

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

Balance at March 31, 2025, net of tax:

Balance at June 30, 2025, net of tax:

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

Other comprehensive income (loss), before tax:

Amounts before reclassifications 267 — ( 32 ) 235

Amounts reclassified out — 16 ( 4 ) 12

Amount of gain (loss) recognized in AOCI ( 23 ) 55 6 38

Amount of gain (loss) reclassified from AOCI — 6 3 9

Total other comprehensive income (loss), before tax ( 23 ) 61 9 47

1 unchanged sentence

Total other comprehensive income (loss), net of tax ( 24 ) 44 7 27

Balance at June 30, 2025, net of tax:

Balance at September 30, 2025, net of tax:

$ ( 136 ) $ ( 456 ) $ ( 12 ) $ ( 604 )

Three months ended June 30, 2024

Three months ended September 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:

Balance at June 30, 2024, net of tax:

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

Other comprehensive income (loss), before tax:

Amounts before reclassifications ( 25 ) — 2 ( 23 )

Amounts reclassified out 26 13 — 39

Amount of gain (loss) recognized in AOCI 179 — ( 15 ) 164

Amount of gain (loss) reclassified from AOCI — 13 — 13

Total other comprehensive income (loss), before tax 179 13 ( 15 ) 177

1 unchanged sentence

Total other comprehensive income (loss), net of tax 179 10 ( 11 ) 178

Transfers from 3M, net of tax — 3 — 3

Balance at June 30, 2024, net of tax:

Balance at September 30, 2024, net of tax:

$ ( 253 ) $ ( 502 ) $ ( 10 ) $ ( 765 )

Six months ended June 30, 2025

Nine months ended September 30, 2025

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

2 unchanged sentences

Other comprehensive income (loss), before tax:

Amounts before reclassifications 418 — ( 43 ) 375

Amounts reclassified out — 35 ( 7 ) 28

Amount of gain (loss) recognized in AOCI 395 55 ( 37 ) 413

Amount of gain (loss) reclassified from AOCI — 41 ( 4 ) 37

Total other comprehensive income (loss), before tax 395 96 ( 41 ) 450

1 unchanged sentence

Total other comprehensive income (loss), net of tax 414 70 ( 32 ) 452

Balance at June 30, 2025, net of tax:

Balance at September 30, 2025, net of tax:

$ ( 136 ) $ ( 456 ) $ ( 12 ) $ ( 604 )

Six months ended June 30, 2024

Nine months ended September 30, 2024

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

2 unchanged sentences

Other comprehensive income (loss), before tax:

Amounts before reclassifications ( 123 ) — 2 ( 121 )

Amounts reclassified out 38 13 — 51

Amount of gain (loss) recognized in AOCI 56 — ( 13 ) 43

Amount of gain (loss) reclassified from AOCI 38 26 — 64

Total other comprehensive income (loss), before tax 94 26 ( 13 ) 107

2 unchanged sentences

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

Balance at June 30, 2024, net of tax:

Balance at September 30, 2024, net of tax:

$ ( 253 ) $ ( 502 ) $ ( 10 ) $ ( 765 )

9 unchanged sentences

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 effective tax rates for the three months ended September 30, 2025 and 2024 were 16.4 % and 26.9 %, respectively.

The decrease in our effective tax rate is primarily related to the divestiture of the Purification and Filtration business.

The effective tax rates for the nine months ended September 30, 2025 and 2024 were 9.8 % and 24.3 %, respectively.

The decrease in our effective tax rate is primarily related to the divestiture of the Purification and Filtration business.

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.

5 unchanged sentences

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

In the nine months ended September 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.

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.

The Act did not materially impact the Company's income tax provision for the three and nine months ended September 30, 2025.

The Company will continue to monitor and evaluate the potential tax impacts of the Act in future periods.

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 June 30, 2025 and December 31, 2024 consisted of the following:

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

(Millions) Currency/ Fixed vs.

Floating Effective Interest Rate Final Maturity Date Carrying Value

Description June 30, 2025 December 31, 2024

Description September 30, 2025 December 31, 2024

Eighteen month senior term loan credit facility

14 unchanged sentences

USD Fixed 5.89 2064 42 492

Other borrowings — —

Total long-term debt 5,137 8,010

6 unchanged sentences

The Company is in compliance with all covenants related to the Senior Notes.

In September 2025, the Company repurchased multiple series of its outstanding Senior Notes via cash tender offers with a combined aggregate principal amount of $ 1.9 billion:

$ 650 million aggregate principal amount of 5.45 % senior notes due 2027, $ 797 million aggregate principal amount of 5.40 % senior notes due 2029, $ 22 million aggregate principal amount of 5.90 % senior notes due 2054, and $ 458 million aggregate principal amount of 6.00 % senior notes due 2064.

Neither the 5.45 % senior notes due 2031 nor the 5.60 % senior notes due 2034 were tendered.

As a result of tendering a portion of its Senior Notes, the Company recognized a loss on debt extinguishment of approximately $ 94 million within loss on debt extinguishment, net within its condensed consolidated statements of income, the cash outflow for which is recorded within other financing activities within its condensed consolidated statements of cash flows.

This loss on extinguishment reflects the difference between the carrying value and the amount paid to acquire the tendered Senior Notes and related expenses.

Credit Facilities

3 unchanged sentences

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.

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

There were no amounts outstanding under the eighteen month senior unsecured term loan facility when it reached maturity in August 2025.

In September 2025, the Company prepaid $ 770 million of the aggregate principal amount outstanding under the three year senior unsecured term loan credit facility.

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 June 30, 2025.

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

The maturities of long-term debt for the periods subsequent to June 30, 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 September 30, 2025.

The maturities of long-term debt for the periods subsequent to September 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 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 September 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 $ 5.4 billion compared to a carrying value of $ 5.1 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.

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

The final asset transfer from the 3M sponsored pension plans occurred in June 2025.

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

7 unchanged sentences

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,

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

Three months ended September 30,

Qualified and Non-qualified Pension Benefits

9 unchanged sentences

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

Six months ended June 30,

Nine months ended September 30,

Qualified and Non-qualified Pension Benefits

9 unchanged sentences

Total net periodic benefit cost (benefit) $ 45 $ 18 $ 12 $ 14 $ 9 $ 4

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

During the nine months ended September 30, 2025, the Company made cash contributions totaling $ 4 million to its U.S.

pension plans and $ 13 million to its international pension plans.

3 unchanged sentences

Future contributions will depend on market conditions, interest rates and other factors.

On September 1, 2025, in connection with the sale of the Purification and Filtration business, the Company transferred certain eligible U.S.

and international employees from Company-sponsored pension and postretirement benefit plans to benefit plans of the Buyer.

The transfers required remeasurement of the plans prior to the calculation of the transfer amount.

The net impact of the remeasurements was a decrease of approximately $ 42 million in the pension and postretirement benefits liability and a corresponding decrease in accumulated other comprehensive income (loss).

Additionally, the pension and postretirement benefits liability decreased by $ 33 million related to the curtailment and settlement of benefits for these employees.

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.

11 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 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 June 30, Six months ended June 30,

(Millions) 2025 2024 2025 2024

Foreign currency forward contracts $ ( 36 ) $ 2 $ ( 50 ) $ 2

As of September 30, 2025, the Company had a balance of $ 12 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 September 30, 2025, Solventum expects to reclassify to earnings approximately $ 8 million after-tax net unrealized loss over the next 12 months based on exchange rates as of September 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 within amount of gain (loss) recognized in AOCI in Note 7.

Net Investment Hedges - The Company enters into cross-currency swaps to hedge portions of the Company’s investment in foreign subsidiaries and manage foreign exchange risk.

4 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.

During the third quarter of 2025, the Company entered into $ 200 million notional fixed-to-floating forward interest rate swaps and $ 400 million notional treasury locks in connection with the anticipated closing of the Purification and Filtration sale and planned purchase of a portion of our outstanding registered debt.

These instruments were settled during the quarter for a gain of $ 11 million that was reflected within loss on debt extinguishment, net on the condensed consolidated statements of income.

These derivative instruments are not designated in a hedging relationship;

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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 and six months ended June 30, 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 nine months ended September 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.

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(Millions) Location Fair Value Amount Location Fair Value Amount

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

September 30, December 31, September 30, December 31, September 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 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.

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

During both the three and nine months ended September 30, 2024, the Company recognized $ 3 million and $ 8 million in legal charges.

During the nine months ended September 30, 2025 and 2024 the Company made payments of $ 16 million and $ 6 million related to legal settlements.

At September 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.

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Such information may or may not lead the Company to determine that it is able to make a reasonable estimate as to a probable loss or range of loss in connection with a matter.

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.

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.

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Court of Appeals for the Eighth Circuit.

The parties are actively litigating several MDL bellwether and state court cases, with trials anticipated in 2025 and 2026.

In addition to the federal MDL cases, there are seven state court personal injury cases relating to the Bair Hugger patient warming systems.

The parties are actively litigating several MDL bellwether and state court cases, with trials anticipated in 2026.

In addition to the federal MDL cases, there are seven state court personal injury cases relating to the Bair Hugger patient warming systems, including a multi-plaintiff case of amputees in Ramsey County, Minnesota.

Additionally, a putative class action has been filed in Ramsey County, Minnesota, seeking economic damages for the use of the Bair Hugger system in knee and hip replacement surgeries involving medically obese people in Minnesota from May 2017 to the present.

3M had been named a defendant in 61 cases in Minnesota state court.

In January 2018, the Minnesota state court excluded plaintiffs’ experts and granted 3M’s motion for summary judgment on general causation.

The Minnesota Court of Appeals affirmed the state court orders in their entirety and the Minnesota Supreme Court denied plaintiffs’ petition for review and entered the final dismissal in 2019, effectively ending the Minnesota state court cases.

In June 2016, 3M was served with a putative class action filed in the Ontario Superior Court of Justice for all Canadian residents who underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections that the representative plaintiff claims were due to the use of the Bair Hugger patient warming system.

16 unchanged sentences

Warranties/Guarantees

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.

The Company had approximately $ 84 million and $ 40 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

These instruments are utilized in connection with normal business activities.

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

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

Three months ended September 30, Nine months ended September 30,

(Millions) 2025 2025

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

Expense incurred in third quarter of 2025 $ 5 $ ( 3 ) $ 2

Cash payments ( 14 ) — ( 14 )

Accrued liabilities as of September 30, 2025 $ 13 $ 1 $ 14

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

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On April 1, 2024, there were 172,709,505 shares of Solventum common stock issued and outstanding as part of the Distribution.

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 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.

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

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 June 30, Six months ended June 30,

The computations for basic and diluted earnings per share are as follows:

Three months ended September 30, Nine months ended September 30,

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

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Capitalized stock-based compensation amounts were not material.

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

Three months ended September 30, Nine months ended September 30,

(Millions) 2025 2024 2025 2024

19 unchanged sentences

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

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

Three months ended September 30, Nine months ended September 30,

(Millions) 2024 2024

11 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 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.

• Transition agreement expenses for the three and nine months ended September 30, 2025 were $ 145 million and $ 417 million, respectively, and for both the three and nine months ended September 30, 2024 were $ 144 million and $ 231 million, respectively, 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 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.

• Master Supply Agreements - The Company recognized revenue and cost of sales associated with products sold to 3M of $ 22 million and $ 17 million, respectively, for the three months ended September 30, 2025 and $ 64 million and $ 48 million, respectively, for the nine months ended September 30, 2025.

The Company recognized revenue and cost of

sales associated with products sold to 3M of $ 17 million and $ 12 million, respectively, for the three months ended September 30, 2024 and $ 27 million and $ 20 million, respectively, for the nine months ended September 30, 2024.

Cost of product related to purchases from 3M under the master supply agreements was $ 64 million and $ 185 million for the three and nine months ended September 30, 2025, respectively.

Cost of product related to purchases from 3M under the master supply agreements was $ 68 million for the three and nine months ended September 30, 2024.

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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 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 $ 72 million at June 30, 2025 and were recognized in “Other liabilities” in the condensed consolidated balance sheets.

There were no non-current amounts due to 3M at September 30, 2025.

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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

(Millions) 2025 2024 2025 2024

Net transfers to 3M on the condensed consolidated changes in equity $ 1 $ ( 1,134 ) $ ( 30 ) $ ( 8,571 )

Net transfers from (to) 3M on the condensed consolidated changes in equity $ 9 $ — $ ( 21 ) $ ( 8,575 )

Stock compensation expense — — — ( 4 )

1 unchanged sentence

Net balances transferred from 3M — — — 337

Net transfers to 3M on the condensed consolidated statements of cash flows $ 1 $ ( 396 ) $ ( 30 ) $ ( 8,247 )

Net transfers from (to) 3M on the condensed consolidated statements of cash flows $ 9 $ — $ ( 21 ) $ ( 8,247 )

Business Segments

2 unchanged sentences

The primary profitability measurement used by the CODM to review segment operating results is segment operating income.

The CODM uses segment operating income to allocate resources during the annual strategic planning process and then holds the segments accountable to the resourcing decisions during the annual budgeting process.

The CODM does not use asset information by segment to evaluate operating segments as the CODM does not receive discrete asset information by segment.

The Company’s operating activities are managed through four operating segments:

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

There have been no changes to the composition of the segments or to financial information reported within each of the business segments.

The CODM uses segment operating income to allocate resources during the strategic planning process and then holds the segments accountable to the resourcing decisions during the annual budgeting process.

The CODM does not use asset information by segment to evaluate reportable segments as the CODM does not receive discrete asset information by segment.

Beginning in third quarter 2025, as a result of the sale of the Purification and Filtration business, the Company’s operating activities are managed primarily through the following reportable segments:

MedSurg, Dental Solutions, and Health Information Systems.

There have been no changes to the composition of or to financial information reported within each of these reportable segments.

These segments have been identified based on the nature of the products sold and how the Company manages its operations.

1 unchanged sentence

No operating segments have been aggregated to form reportable segments.

Corporate and Unallocated primarily includes amortization of acquired intangible assets, restructuring and related charges, benefits or costs related to capitalized manufacturing variances, and Spin-Off and separation related costs.

All Other includes the Water Business, which was previously reported within the Purification and Filtration business segment.

The Water Business results have been reclassified for comparability within All Other for all historical periods.

All Other also includes sales and cost of sales related to our supply agreements with 3M and other supply agreements assumed by the Company at Spin-Off related to legacy 3M businesses, which were historically included in Corporate and Unallocated.

Corporate and Unallocated primarily includes restructuring and related charges, benefits or costs related to capitalized manufacturing variances, and Spin-Off and separation related costs.

Spin-Off and separation related costs include any costs incurred as part of our separation from 3M and costs to set up operations as a standalone company, including system implementations, manufacturing relocation, legal entity separation, certain equity awards granted as part of the Spin-Off, profit mark-ups on transition service arrangements with 3M and other one-time costs.

Corporate and Unallocated also includes sales and cost of sales related to our agreements to supply 3M and other supply agreements assumed by the Company at Spin-Off related to legacy 3M businesses.

Because Corporate and Unallocated includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.

2 unchanged sentences

Business Segment Information and Disaggregated Net Sales

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

Three months ended September 30, Nine months ended September 30,

Net Sales (Millions)

5 unchanged sentences

Health Information Systems 345 326 1,012 971

Total reportable segment net sales 1,891 1,821 5,600 5,413

Purification and Filtration 128 180 497 532

Corporate and Unallocated 15 22 28 22

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

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

All Other 77 81 230 234

Total net sales $ 2,096 $ 2,082 $ 6,327 $ 6,179

Three months ended September 30, Nine months ended September 30,

Cost of Sales (Millions) 2025 2024 2025 2024

2 unchanged sentences

Health Information Systems 80 92 259 269

Purification and Filtration 132 146 266 282

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

Three months ended September 30, Nine months ended September 30,

Operating Expenses (Millions)* 2025 2024 2025 2024

2 unchanged sentences

Health Information Systems 131 129 391 385

Purification and Filtration 72 73 144 143

* 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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

Operating Performance (Millions)

3 unchanged sentences

Health Information Systems 134 105 363 317

Total reportable segment operating income 424 422 1,244 1,272

Purification and Filtration 26 19 96 62

Total business segment operating income 474 437 904 908

Corporate and Unallocated:

All Other 12 5 31 24

Amortization expense ( 77 ) ( 88 ) ( 235 ) ( 261 )

Other corporate and unallocated ( 182 ) ( 107 ) ( 377 ) ( 110 )

Total Corporate and Unallocated ( 260 ) ( 193 ) ( 536 ) ( 283 )

Total Company operating income 214 244 367 625

Corporate and Unallocated 1,305 ( 83 ) 921 ( 197 )

Total operating income 1,690 275 2,057 900

Interest expense, net 89 107 296 260

Loss on extinguishment of debt, net 82 — 82 —

Other expense/(income), net 5 1 24 48

Income before income taxes $ 1,514 $ 167 $ 1,655 $ 592

Subsequent Events

Transform for the Future

In November 2025, the Company approved its new multiyear 'Transform for the Future' global initiative (the "Program") to further enable its long-term growth strategy and ensure it's best positioned to compete-to-win in a rapidly changing healthcare environment.

Designed to transform the cost structure, enhance operational efficiency, and reposition for profitable growth, the primary activities of the Program include operating structure optimization and workforce reorganization, procurement and cost management, supply chain, manufacturing and global footprint optimization, and streamlining systems and increased automation to improve operational efficiency.

Once fully implemented, the 4-year Program is expected to generate approximately $ 500 million in annual cost savings, a portion of which will be reinvested in strategic growth initiatives.

The Company anticipates cumulative pretax costs related to the Program will be approximately $ 500 million.

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