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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 June 30, 2024

or

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)

Delaware92-2008841
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)
3M Center, Building 275-6W 2510 Conway Avenue East, Maplewood, Minnesota55144
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $.01 Per ShareSOLVNew 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.

ClassOutstanding at June 30, 2024
Common Stock, $0.01 par value per share172,710,593 shares

SOLVENTUM CORPORATION

Form 10-Q for the Quarterly Period Ended June 30, 2024

TABLE OF CONTENTSPAGE
PART I. Financial Information3
Item 1. Financial Statements3
Condensed Consolidated and Combined Statements of Income3
Condensed Consolidated and Combined Statements of Comprehensive Income4
Condensed Consolidated and Combined Balance Sheets5
Condensed Consolidated and Combined Statements of Changes in Equity6
Condensed Consolidated and Combined Statements of Changes in Equity, Continued7
Condensed Consolidated and Combined Statements of Cash Flows8
Notes to the Condensed Consolidated and Combined Financial Statements9
NOTE 1. Significant Accounting Policies9
NOTE 2. Revenue Recognition10
NOTE 3. Goodwill and Intangible Assets10
NOTE 4. Other Current Liabilities11
NOTE 5. Property, Plant, and Equipment - Net12
NOTE 6. Comprehensive Income Information12
NOTE 7. Income Taxes14
NOTE 8. Long-Term Debt and Short-Term Borrowings14
NOTE 9. Pension and Postretirement Benefit Plans16
NOTE 10. Derivatives17
NOTE 11. Commitments and Contingencies19
NOTE 12. Earnings Per Share22
NOTE 13. Stock-Based Compensation22
NOTE 14. Related Parties23
NOTE 15. Business Segments25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Overview28
Results of Operations30
Performance by Business Segment32
Financial Condition and Liquidity35
Cautionary Note Concerning Factors That May Affect Future Results38
Item 3. Quantitative and Qualitative Disclosures About Market Risk39
Item 4. Controls and Procedures40
PART II. Other Information41
Item 1. Legal Proceedings41
Item 1A. Risk Factors41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds41
Item 3. Defaults Upon Senior Securities41
Item 4. Mine Safety Disclosures41
Item 5. Other Information41
Item 6. Exhibits42

SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended June 30, 2024

PART I. Financial Information

Next: Item 1. Financial Statements