Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-41968

SOLVENTUM CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						92-2008841
(State or other jurisdiction of incorporation)						(IRS Employer Identification No.)

3M Center, Building 275-6W 2510 Conway Avenue East, Maplewood, Minnesota						55144
(Address of Principal Executive Offices)						(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (651) 733-1110

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $.01 Per Share	SOLV	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at April 1, 2024
Common Stock, $0.01 par value per share						172,709,505 shares

SOLVENTUM CORPORATION

Form 10-Q for the Quarterly Period Ended March 31, 2024


TABLE OF CONTENTS			PAGE
PART I. Financial Information			3
Item 1. Financial Statements			3
Condensed Combined Statements of Income			3
Condensed Combined Statements of Comprehensive Income			4
Condensed Combined Balance Sheets			5
Condensed Combined Statements of Cash Flows			6
Notes to the Condensed Combined Financial Statements			7
NOTE 1. Significant Accounting Policies			7
NOTE 2. Revenue Recognition			8
NOTE 3. Goodwill and Intangible Assets			9
NOTE 4. Other Current Liabilities			9
NOTE 5. Equity and Comprehensive Income Information			10
NOTE 6. Income Taxes			11
NOTE 7. Long-Term Debt and Short-Term Borrowings			11
NOTE 8. Pension and Postretirement Benefit Plans			13
NOTE 9. Commitments and Contingencies			15
NOTE 10. Earnings Per Share			18
NOTE 11. Related Parties			18
NOTE 12. Business Segments			19
NOTE 13. Subsequent Events			20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Overview			21
Results of Operations			23
Performance by Business Segment			25
Financial Condition and Liquidity			27
Cautionary Note Concerning Factors That May Affect Future Results			30
Item 3. Quantitative and Qualitative Disclosures About Market Risk			31
Item 4. Controls and Procedures			32
PART II. Other Information			33
Item 1. Legal Proceedings			33
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			60
Item 3. Defaults Upon Senior Securities			60
Item 4. Mine Safety Disclosures			60
Item 5. Other Information			60
Item 6. Exhibits			60

SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended March 31, 2024

PART I. Financial Information

Next: Item 1. Financial Statements