Solventum 10-Q 2025-03-31

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, 2025

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)

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 30, 2025
Common Stock, $0.01 par value per share						173,012,922

SOLVENTUM CORPORATION

Form 10-Q for the period ended March 31, 2025

TABLE OF CONTENTS			PAGE
PART I. Financial Information			3
Item 1. Financial Statements			3
Condensed Consolidated Statements of Income (Unaudited)			3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)			4
Condensed Consolidated Balance Sheets (Unaudited)			5
Condensed Consolidated Statements of Changes in Equity (Unaudited)			6
Condensed Consolidated Statements of Cash Flows (Unaudited)			7
Notes to the Condensed Consolidated Financial Statements (Unaudited)			8
NOTE 1. Significant Accounting Policies			8
NOTE 2. Revenue Recognition			9
NOTE 3. Acquisitions and Divestitures			9
NOTE 4. Goodwill and Intangible Assets			10
NOTE 5. Other Current Liabilities			11
NOTE 6. Property, Plant, and Equipment - Net			11
NOTE 7. Comprehensive Income Information			12
NOTE 8. Income Taxes			13
NOTE 9. Long-Term Debt and Short-Term Borrowings			13
NOTE 10. Pension and Postretirement Benefit Plans			14
NOTE 11. Derivatives			16
NOTE 12. Commitments and Contingencies			18
NOTE 13. Restructuring			20
NOTE 14. Earnings Per Share			21
NOTE 15. Stock-Based Compensation			22
NOTE 16. Related Parties			22
NOTE 17. Business Segments			24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Overview			26
Results of Operations			28
Performance by Business Segment			29
Financial Condition and Liquidity			33
Cautionary Note Concerning Forward Looking Statements			35
Item 3. Quantitative and Qualitative Disclosures About Market Risk			36
Item 4. Controls and Procedures			36
PART II. Other Information			37
Item 1. Legal Proceedings			37
Item 1A. Risk Factors			37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3. Defaults Upon Senior Securities			37
Item 4. Mine Safety Disclosures			37
Item 5. Other Information			37
Item 6. Exhibits			38

SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended March 31, 2025

PART I. Financial Information

Solventum Corporation

Condensed Consolidated Statements of Income (Unaudited)

						Three months ended March 31,
(Millions, except per share data)						2025						2024
Net sales of product						$	1,597					$	1,553
Net sales of software and rentals						473						463
Total net sales						2,070						2,016
Cost of product						835						725
Cost of software and rentals						121						119
Gross profit						1,114						1,172
Selling, general and administrative expenses						769						596
Research and development expenses						193						195
Operating income						152						381
Interest expense, net						104						39
Other expense (income), net						11						13
Income before income taxes						38						329
Provision for (benefit from) income taxes						(99)						92
Net income						$	137					$	237
Earnings per share:
Basic earnings per share						$	0.79					$	1.37
Diluted earnings per share						0.78						1.37
Weighted-average number of shares outstanding:
Basic						173.7						172.7
Diluted						174.8						172.7

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

Solventum Corporation

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

						Three months ended March 31,
(Millions)						2025						2024
Net income						$	137					$	237
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment						154						(86)
Defined benefit pension and postretirement plans						14						—
Cash flow hedging instruments						(11)						—
Total other comprehensive income (loss), net of tax						157						(86)
Comprehensive income						$	294					$	151

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

Solventum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

						March 31,						December 31,
(Millions, except share information)						2025						2024
Assets
Current assets
Cash and cash equivalents						$	534					$	762
Accounts receivable — net of allowances of $83 and $86						926						1,044
Due from related parties						185						185
Inventories
Finished goods						484						539
Work in process						171						190
Raw materials and supplies						211						236
Total inventories						866						965
Other current assets						249						293
Current assets held for sale						293						—
Total current assets						3,053						3,249
Property, plant and equipment — net						1,198						1,622
Goodwill						4,991						6,377
Intangible assets — net						2,365						2,544
Other assets						814						665
Non-current assets held for sale						2,106						—
Total assets						$	14,527					$	14,457
Liabilities

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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. This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, and particularly in Item 1A, “Risk Factors” in the Company's 2024 Annual Report on Form 10-K.

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. Additionally, certain columns and rows within tables may not sum due to rounding.

Unless the context otherwise requires, references to “Solventum” and the “Company” refer to (i) 3M’s Health Care Business prior to the Spin-Off as a carve-out business of 3M and (ii) Solventum Corporation and its subsidiaries following the Spin-Off.

Transition to Standalone Company

Solventum utilized allocations and carve-out methodologies through the date of the Spin-Off to prepare combined financial statements. The condensed consolidated financial statements herein for periods prior to the Spin-Off may not be indicative of the Company’s future performance, do not necessarily include the actual expenses that would have been incurred, and may not reflect our results of operations, financial position, and cash flows had we been a separate, standalone company during the historical periods presented.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of Solventum’s financial statements with a narrative from the perspective of management. Solventum’s MD&A is presented in the following sections:

• Overview

• Results of Operations

• Performance by Business Segment

• Financial Condition and Liquidity

Overview

Solventum is a leading global healthcare company developing, manufacturing, and commercializing a broad portfolio of solutions that leverages deep material science, data science, and digital capabilities to address critical customer and patient needs. We constantly seek to enable the improvement of standards of care and move healthcare forward with innovation powered by insights, clinical intelligence, technology, and manufacturing expertise. Our 70+ year history of discovering and innovating advanced solutions has helped us solve our customers’ toughest challenges and become a trusted partner.

Operating Segments and Sales Change Information

Solventum manages its operations in four business segments: 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.

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. Other, as comprised in the tables below, includes acquisition and divestiture-related activities. Acquisitions include non-health care related supply agreements that conveyed from 3M to the Company at Spin-Off and sales from new supply agreements with 3M that commenced at Spin-Off. 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.

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. Refer to the section entitled “—Performance by Business Segment” below for discussion of sales change and operating performance. Refer to Note 17 to the condensed consolidated financial statements for additional information on business segments.

Segment and Total Company Net Sales

						Three months ended March 31,												Increase/(Decrease)
(Millions)						2025						2024						Reported Growth						Currency Impact						Constant Currency						Other						Organic Growth
Segment Sales
Advanced Wound Care						$	448					$	441					1.5		%				(1.2)		%				2.7		%				(0.2)		%				2.8		%
Infection Prevention and Surgical Solutions						710						678						4.7						(2.0)						6.7						(1.5)						8.2
MedSurg						1,157						1,119						3.4						(1.6)						5.0						(1.0)						6.0
Dental Solutions						328						335						(2.1)						(1.9)						(0.2)						(0.6)						0.4
Health Information Systems						329						317						3.6						(0.3)						3.8						—						3.9
Purification and Filtration						242						245						(0.9)						(2.0)						1.1						(1.1)						2.2
Corporate and Unallocated						13						—						NM						NM						NM						NM						NM
Total Company						$	2,070					$	2,016					2.6		%				(1.6)		%				4.2		%				(0.1) %						4.3		%

Segment and Total Company Operating Income

						Three months ended March 31,
(Millions)						2025						2024						2025 vs 2024 change
Segment Operating Income
MedSurg						$	206					$	221					(6.6)		%
Dental Solutions						78						110						(28.6)
Health Information Systems						109						101						8.0
Purification and Filtration						35						39						(9.1)
Corporate and Unallocated						(276)						(90)						(206.7)
Total Company						$	152					$	381					(60.1)		%

Net Sales by Geographic Area

While the Company manages its businesses globally and believes its business segment results are the most relevant measure of performance, the Company also utilizes geographic area data as a secondary performance measure. 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
(Millions)						United States						International						Worldwide
Net sales						$	1,140					$	930					$	2,070
% of worldwide sales						55.1		%				44.9		%				100.0		%
Increase/(decrease)
Organic growth						4.0		%				4.6		%				4.3		%
Other						0.8						(1.1)						(0.1)
Constant currency						4.8						3.5						4.2
Currency impact						—						(3.4)						(1.6)
Reported growth						4.8		%				0.1		%				2.6		%

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

First 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.

• In the International geographic area, total sales were flat while organic sales increased. Organic growth was led by MedSurg.

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. 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.

Financial condition

Refer to the section entitled “—Financial Condition and Liquidity” below for a discussion of items impacting cash flows.

Results of Operations

Net Sales

Refer to the preceding “—Overview” section and the “—Performance by Business Segment” section later in MD&A for discussion of sales change.

Operating Expenses

						Three months ended March 31,
(Percent of corresponding net sales)						2025						2024						Change
Cost of product						52.3		%				46.7		%				5.6		%
Cost of software and rentals						25.6						25.7						(0.1)

Cost of Product

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. 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 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
Selling, general and administrative (SG&A)						37.1		%				29.6		%				7.5		%
Research and development (R&D)						9.3						9.7						(0.4)
Operating income						7.3						18.9						(11.6)

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. 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.

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

						Three months ended March 31,
(Millions)						2025						2024
Interest expense, net						$	104					$	39
Other expense (income), net						11						13

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.

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.

Provision for (benefit from) Income Taxes:

						Three months ended March 31,
(Percent of pre-tax income/loss)						2025						2024
Effective tax rate						(262.1)		%				28.0		%

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

Performance by Business Segment

Note 17 to the condensed consolidated financial statements provides an overview of Solventum’s business segments in addition to disclosures relating to Solventum’s segments. We manage our operations in four business segments. Our reportable segments are MedSurg, Dental Solutions, Health Information Systems, and Purification and Filtration. Our Chief Operating Decision Maker evaluates segment operating performance using net sales and business segment operating income.

Corporate and Unallocated

Certain items are maintained at the corporate level and not allocated to the segments ("Corporate and Unallocated"). Corporate and Unallocated includes amortization of acquired intangible assets, restructuring and related charges, and benefits or costs related to capitalized manufacturing variances. In addition, Corporate and Unallocated includes 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 setup operations as a standalone company, including system implementations, manufacturing relocations, legal entity separations, 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 supply agreements with 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.

Operating Business Segments

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,
(Millions)						2025						2024
Net sales						$	1,157					$	1,119
Increase/(decrease)
Organic growth						6.0		%				0.1		%
Other						(1.0)						—
Constant currency						5.0						0.1
Currency impact						(1.6)						(0.5)
Reported growth						3.4		%				(0.4)		%
Business segment operating income						$	206					$	221
Percent change						(6.6)		%				(12.6)		%
Percent of sales						17.8		%				19.7		%

First quarter 2025 results

Sales in MedSurg were up 3.4%:

• 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.

• Foreign currency translation negatively impacted sales by (1.6%).

Business segment operating income margin decreased when compared to the same period last year. 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,
(Millions)						2025						2024
Net sales						$	328					$	335
Increase/(decrease)
Organic growth						0.4		%				0.4		%
Other						(0.6)						(1.8)
Constant currency						(0.2)						(1.4)
Currency impact						(1.9)						(0.4)
Reported growth						(2.1)		%				(1.8)		%
Business segment operating income						$	78					$	110
Percent change						(28.6)		%				(0.9)		%
Percent of sales						23.9		%				32.8		%

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.

• Foreign currency translation negatively impacted sales by (1.9%).

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,
(Millions)						2025						2024
Net sales						$	329					$	317
Increase/(decrease)
Organic growth						3.9		%				0.3		%
Other						—						—
Constant currency						3.8						0.3
Currency impact						(0.3)						—
Reported growth						3.6		%				0.3		%
Business segment operating income						$	109					$	101
Percent change						8.0		%				7.4		%
Percent of sales						33.1		%				31.9		%

First quarter 2025 results:

Sales in Health Information Systems were up 3.6%:

• Organic growth was driven by continued adoption of our 3MTM 360 EncompassTM.

• 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,
(Millions)						2025						2024
Net sales						$	242					$	245
Increase/(decrease)
Organic growth						2.2		%				6.7		%
Other						(1.1)						—
Constant currency						1.1						6.7
Currency impact						(2.0)						(0.6)
Reported growth						(0.9)		%				6.1		%
Business segment operating income						$	35					$	39
Percent change						(9.1)		%				8.3		%
Percent of sales						14.5		%				15.9		%

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.

Financial Condition and Liquidity

The strength and stability of Solventum’s operating model and strong free cash flow capability provides financial flexibility and enables the Company to invest through business cycles. Historically, Solventum generated positive operating cash flows and a majority of such cash flows were transferred to 3M as part of 3M’s cash pooling arrangements, the effect of which is presented as Net transfers to 3M in our consolidated financial statements.

Debt and Credit Facilities

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. These instruments are utilized in connection with normal business activities.

Commercial Paper

On March 4, 2024, the Company entered into a commercial paper program that allows it to issue up to $2.0 billion aggregate principal amount of short-term notes to finance short-term liabilities. Any such issuance will mature within 364 days from date of issue. There was no commercial paper outstanding as of March 31, 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. $5 million of cash and cash equivalents held for sale are included in the geographic breakout. These balances are invested in bank instruments and other high-quality fixed income securities. 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.

Cash Flows

Cash flows from operating, investing and financing activities are provided in the tables that follow. Individual amounts in the condensed consolidated statements of cash flows exclude the effect of exchange rate impacts on cash and cash equivalents, which are presented separately in the cash flows. 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,
(Millions)						2025						2024
Cash provided by (used in):
Operating activities						$	29					$	442
Investing activities						(114)						(102)
Financing activities						(139)						462
Effect of exchange rate changes on cash and cash equivalents						1						—
Net increase (decrease) in cash and cash equivalents						$	(223)					$	802

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.

Investing Activities

Purchases of property, plant and equipment increased in the first quarter of 2025 as compared to the first quarter of 2024. The increase is primarily driven by additional separation related capital spending as the Company relocates manufacturing and source of supply from 3M. In addition, the Company is focused on investments to support growth, renewal and maintenance programs, and environmental health services.

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.

Material Cash Requirements from Known Contractual and Other Obligations:

Solventum’s material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the condensed consolidated financial statements:

• Tax obligations—Refer to Note 8 to the condensed consolidated financial statements.

• Debt—Refer to Note 9 to the condensed consolidated financial statements.

• Commitments and contingencies—Refer to Note 12 to the condensed consolidated financial statements.

Solventum purchases the majority of its materials and services as needed, with no unconditional commitments. In limited circumstances, in the normal course of business, the Company enters into unconditional purchase obligations with various vendors that may take the form of, for example, take or pay contracts in which the Company guarantees payment to ensure availability of certain materials or services or to ensure ongoing efforts on capital projects. 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. 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. 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.

All statements that reflect Solventum’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth and cash flows) and statements regarding Solventum’s strategy for growth, future product development, regulatory clearances and approvals, competitive position and expenditures. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Solventum believes that the expectations reflected in any forward-looking statements it makes are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to:

• the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, public health crises, and other events beyond Solventum’s control;

• operational execution risks;

• damage to our reputation or our brands;

• risks from acquisitions, strategic alliances, divestitures and other strategic events, including the divestiture of our Purification and Filtration business;

• Solventum’s business dealings involving third-party partners in various markets;

• Solventum’s ability to access the capital and credit markets and changes in Solventum’s credit ratings;

• exposure to interest rate and currency risks;

• the highly competitive environment in which Solventum operates and consolidation in the healthcare industry;

• reduction in customers’ research budgets or government funding;

• the timing and market acceptance of Solventum’s new product and service offerings;

• ongoing working relationships with certain key healthcare professionals;

• changes in reimbursement practices of governments or private payers or other cost containment measures;

• Solventum’s ability to obtain components or raw materials supplied by third parties and other manufacturing and related supply chain difficulties, interruptions, and disruptive factors;

• legal and regulatory proceedings and legal compliance risks (including third-party risks) with regards to antitrust, Foreign Corrupt Practices Act (“FCPA”) and other anti-bribery laws, environmental laws, anti-kickback and false claims laws, privacy laws, tax laws, and other laws and regulations in the United States and other countries in which Solventum operates;

• potential liabilities related to a broad group of perfluoroalkyl and polyfluoroalkyl substances, collectively known as “PFAS”;

• risks related to the highly regulated environment in which Solventum operates;

• risks associated with product liability claims;

• climate change and measures to address climate change;

• security breaches and other disruptions to information technology infrastructure;

• Solventum’s failure to obtain, maintain, protect, or effectively enforce its intellectual property (“IP”) rights;

• pension and postretirement obligation liabilities;

• 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;

• 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; and

• 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

management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

The above list is not exhaustive or necessarily set forth in the order of importance. Forward-looking statements are based on certain assumptions and expectations of future events and trends, and actual future results and trends may differ materially from historical results or those reflected in any such forward-looking statements depending on a variety of factors. Solventum assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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.” 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. Any forward-looking statement speaks only as of the date on which it is made, and Solventum assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.