Solventum 10-Q 2024-06-30

Filed 2024-08-09. 8 sections, 202K characters. Original on sec.gov · Markdown · JSON

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

Item 1. Financial Statements

Solventum Corporation

Condensed Consolidated and Combined Statements of Income

(Unaudited)

Three months ended June 30,Six months ended June 30,
(Millions, except per share data)2024202320242023
Net sales of product$1,605$1,607$3,158$3,157
Net sales of software and rentals476469939930
Total net sales2,0812,0764,0974,087
Cost of product8237621,5481,514
Cost of software and rentals121125240247
Gross profit1,1371,1892,3092,326
Selling, general and administrative expenses7015791,2971,156
Research and development expenses192193387388
Total operating expenses1,8371,6593,4723,305
Operating income244417625782
Interest expense, net114—153—
Other expense (income), net344476
Income before income taxes96413425776
Provision for income taxes79299162
Net income$89$321$326$614
Earnings per share:
Basic earnings per share$0.51$1.86$1.89$3.56
Diluted earnings per share0.511.861.883.56
Weighted-average number of shares outstanding:
Basic173.2172.7172.9172.7
Diluted173.5172.7173.1172.7

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

Solventum Corporation

Condensed Consolidated and Combined Statements of Comprehensive Income

(Unaudited)

Three months ended June 30,Six months ended June 30,
(Millions)2024202320242023
Net income$89$321$326$614
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment122(85)90
Defined benefit pension and postretirement plans adjustment10—10—
Cash flow hedging instruments1—1—
Total other comprehensive income (loss), net of tax1222(74)90
Comprehensive income$101$343$252$704

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

Solventum Corporation

Condensed Consolidated and Combined Balance Sheets

(Unaudited)

June 30,December 31,
(Millions)20242023
Assets
Current assets
Cash and cash equivalents$897$194
Accounts receivable — net of allowances of $83 and $821,0281,313
Due from related parties289—
Inventories
Finished goods500453
Work in process171171
Raw materials and supplies228233
Total inventories899857
Other current assets250155
Total current assets3,3632,519
Property, plant and equipment — net1,5371,457
Goodwill6,4476,535
Intangible assets — net2,7242,902
Other assets507530
Total assets$14,578$13,943
Liabilities

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company's unaudited condensed consolidated and combined 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 Corporation ("Solventum," or the "Company") for the six months ended June 30, 2024 and 2023. For a full understanding of our 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 Registration Statement on Form 10 as filed with the Securities and Exchange Commission (the "SEC") on March 11, 2024, which became effective on March 13, 2024 (the "Information Statement"). 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, particularly in “Risk Factors.” Actual results may differ materially from these expectations. See "Cautionary Note Regarding Forward-Looking Statements."

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. Certain columns and rows within tables may not add up due to the use of rounded numbers.

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 with related condensed combined financial statements and (ii) Solventum Corporation and its subsidiaries following the Spin-Off with related condensed consolidated financial statements.

Transition to Standalone Company

Solventum utilized allocations and carve-out methodologies through the date of the Spin-Off to prepare historical combined financial statements and condensed combined financial statements. The condensed combined 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 by Solventum, 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.

In particular, Solventum benefited from 3M’s long operating history, reputation and well-known brand. Following the separation, Solventum is operating under its own brand, and accordingly may be negatively impacted due to the loss of benefits conferred by 3M’s brand recognition and reputation. In addition, the debt obligations incurred by Solventum in connection with the separation will adversely affect its profitability and could affect its ability to use its cash flow for investing in the business, strategic transactions, including mergers and acquisitions, and returning capital. See Note 1, "Organization and Basis of Presentation" to the condensed consolidated and combined financial statements and Item II, Part 1A "Risk Factors" for additional information.

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

Our Business

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.

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. Other, as comprised in the tables below, include 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 sale of the Company's dental anesthetics business that was sold in August 2023 as well as lost sales of 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 15 to the condensed consolidated and combined financial statements for additional information on business segments.

Sales by Business Segment

Three months ended June 30,
20242023Sales Change 2024 vs 2023
(Dollars in millions)Net SalesNet SalesTotal Sales ChangeTranslationOtherOrganic Sales
Segment Sales
MedSurg$1,162$1,1610.1%(1.1)%(0.5)%1.8%
Dental Solutions331351(5.8)(1.5)(2.4)(2.0)
Health Information Systems3283163.5(0.1)—3.6
Purification and Filtration238248(3.6)(1.6)(1.2)(0.9)
Corporate and Unallocated22—NMNMNMNM
Total Company$2,081$2,0760.2%(1.1)%—%1.3%
Six months ended June 30,
20242023Sales Change 2024 vs 2023
(Dollars in millions)Net SalesNet SalesTotal Sales ChangeTranslationOtherOrganic Sales
Segment Sales
MedSurg$2,281$2,284(0.1)%(0.8)%(0.3)%1.0%
Dental Solutions666692(3.8)(0.9)(2.1)(0.8)
Health Information Systems6456322.0——2.0
Purification and Filtration4834790.9(1.1)(0.6)2.6
Corporate and Unallocated22—NMNMNMNM
Total Company$4,097$4,0870.2%(0.7)%(0.1)%1.1%

Operating Income by Business Segment

Three months ended June 30,
(Dollars in millions)202420232024 vs 2023 change
Segment Operating Income
MedSurg$214$269(20.4)%
Dental Solutions90124(27.4)
Health Information Systems1119615.6
Purification and Filtration1950(62.0)
Corporate and Unallocated(190)(122)55.7
Total Company$244$417(41.5)%
Six months ended June 30,
(Dollars in millions)202420232024 vs 2023 change
Segment Operating Income
MedSurg$435$522(16.7)%
Dental Solutions200235(14.9)
Health Information Systems21219011.6
Purification and Filtration5886(32.6)
Corporate and Unallocated(280)(251)11.6
Total Company$625$782(20.1)%

Sales by geographic area:

Percent change information compares the three and six months ended June 30, 2024 with the same period for the prior year, unless otherwise indicated.

Three months ended June 30, 2024
United StatesInternationalWorldwide
Net sales (millions)$1,199$882$2,081
% of worldwide sales57.6%42.4%100.0%
Components of net sales change:
Total sales change4.8%(5.4)%0.2%
Translation—(2.4)(1.1)
Other0.3(0.3)—
Organic sales4.5%(2.7)%1.3%
Six months ended June 30, 2024
United StatesInternationalWorldwide
Net sales (millions)$2,315$1,782$4,097
% of worldwide sales56.5%43.5%100.0%
Components of net sales change:
Total sales change3.0%(3.2)%0.2%
Translation—(1.6)(0.7)
Other0.1(0.5)(0.1)
Organic sales2.9%(1.1)%1.1%

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

Second quarter 2024 results

  • In the United States both total sales and organic sales increased. Organic growth was led by MedSurg and Health Information Systems.

  • In International, both total sales and organic sales decreased. Foreign currency translation negatively impacted total growth. Organic growth decline was led by MedSurg and Dental Solutions.

First six months 2024 results

  • In the United States both total sales and organic sales increased. Organic growth was led by MedSurg and Health Information Systems.

  • In International, both total sales and organic sales decreased. Foreign currency translation negatively impacted total growth. Organic growth decline was led by MedSurg, partially offset by growth in Purification and Filtration.

Managing currency risks

Prior to April 1, 2024, Solventum indirectly participated in 3M’s centrally managed hedging program, which utilizes a number of tools to manage currency risk including natural hedges such as pricing, productivity, hard currency, hard currency-indexed billings, and localizing source of supply. 3M also used financial hedges to mitigate currency risk. Starting in the second quarter of 2024, Solventum established its own hedging program. Refer to Note 10 for additional details.

The stronger U.S. dollar had a negative impact on sales of 1 percent for the second quarter 2024 compared to the same period last year. The stronger U.S. dollar had a negative impact on sales of 1 percent in the first six months of 2024 compared to the first six months of 2023. Net of the Company's hedging strategy, foreign currency negatively impacted earnings for the second quarter and first six months of 2024 compared to the same periods last year.

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 June 30,Six months ended June 30,
(Percent of corresponding net sales)20242023Change20242023Change
Cost of product51.3%47.4%3.9%49.0%48.0%1.0%
Cost of software and rentals25.426.7(1.3)25.626.6(1.0)

Costs of Product

Costs of product includes manufacturing, engineering and freight costs.

Costs of product, measured as a percent of sales of product, increased in the second quarter of 2024 when compared to the second quarter of 2023. The increase was driven by increased costs in international and unfavorable mix within MedSurg that was driven by backorder recovery in our lower margin OEM business, as well as higher costs from transition manufacturing, procurement and distribution support provided by 3M.

Costs of product, measured as a percent of sales of product, increased in the first six months of 2024 when compared to the first six months of 2023. The increase was driven by higher costs from transition manufacturing, procurement and distribution support provided by 3M. These increases were partially offset by sales price benefit.

Costs of Software and Rentals

Costs 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.

Costs of software and rentals, measured as a percent of sales of software and rentals, decreased in both the second quarter and first six months of 2024 as compared to the same periods last year due to product mix from higher software sales.

Three months ended June 30,Six months ended June 30,
(Percent of total net sales)20242023Change20242023Change
Selling, general and administrative (SG&A)33.7%27.9%5.8%31.7%28.3%3.4%
Research and development (R&D)9.29.3(0.1)9.49.5(0.1)
Operating Income11.720.1(8.4)15.319.1(3.8)

Selling, General and Administrative

SG&A, measured as a percent of total net sales, increased in both the second quarter and first six months of 2024 when compared to the same periods last year. The increase in both periods was driven by higher compensation, including equity- based awards, and higher costs associated with both initial standup and ongoing operations to support a standalone Company.

Research and Development

R&D, measured as a percent of total net sales, was flat in both the second quarter and the first six months of 2024 when compared to the same periods last year as the Company maintained consistent investment in research and development initiatives.

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

Three months ended June 30,Six months ended June 30,
(Dollars in millions)2024202320242023
Interest expense, net$114$—$153$—
Other expense (income), net344$47$6

Interest expense, net includes interest accrued on debt and interest income from cash and marketable securities. Interest expense, net increased in both the second quarter and first six months of 2024 as compared to the same periods last year due to interest incurred on the February 2024 issuance of senior notes and March draw on the senior term loan credit facilities. Refer to Note 8 to the financial statements for more information. This increase was partially offset by interest earned from cash balances 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 currency-related impacts from foreign currency translation. Other expense (income), net increased in both the second quarter and the first six months of 2024 as compared to the same periods last year resulting from charges associated with the substantial liquidation of foreign operations completed as part of our separation from 3M.

Provision (benefit) for Income Taxes:

Three months ended June 30,Six months ended June 30,
(Percent of pre-tax income/loss)2024202320242023
Effective tax rate7.3%22.3%23.3%20.9%

The effective tax rates for the three months ended June 30, 2024 and 2023 were 7.3% and 22.3%, respectively. The effective tax rates for the six months ended June 30, 2024 and 2023 were 23.3% and 20.9% , respectively.

Refer to Note 7 to the financial statements for further discussion of income taxes.

Performance by Business Segment

Note 14 to the audited combined financial statements within the Company's Information Statement dated March 11, 2024, provides an overview of Solventum's business segments. In addition, disclosures relating to Solventum’s segments are provided in Note 15 to financial statements. We manage our operations in four business segments. The 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

In addition to the four business segments, the Company assigns certain costs to "Corporate and Unallocated," which is presented separately in Note 15 to the condensed consolidated and combined financial statements. Corporate and Unallocated includes amortization of acquired intangible assets, restructuring and related charges, benefits or costs related to capitalized manufacturing variances, Spin-Off and separation related costs and other net costs that the Company chose not to allocate directly to its business segments. 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 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 product supplied to 3M and other supply agreements related to legacy 3M non-health care business that were assumed by the Company at Spin-Off. Because Corporate and Unallocated includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.

Corporate and Unallocated net operating loss increased in both the second quarter and the first six months of 2024 when compared to the same period last year as the Company had higher Spin-Off and separation related costs.

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.

Refer to the section entitled "Business" in Solventum's Information Statement for discussion of products that are included in each business segment.

MedSurg (55.8 percent and 55.7 percent of consolidated sales for the three and six months ended June 30, 2024)

Three months ended June 30,Six months ended June 30,
2024202320242023
Sales (millions)$1,162$1,161$2,281$2,284
Sales change analysis:
Organic sales1.8%0.3%1.0%1.5%
Other(0.5)—(0.3)—%
Translation(1.1)(1.0)(0.8)(2.0%)
Total sales change0.1%(0.7%)(0.1)%(0.5%)
Business segment operating income (millions)$214$269$435$522
Percent change(20.4)%(3.9)%(16.7)%(4.3%)
Percent of sales18.4%23.2 %19.1%22.8 %

Second quarter 2024 results

Sales in MedSurg were up 0.1 percent:

  • Organic sales growth was driven by both volume and price, including a benefit from OEM backorder reduction.

  • Volume growth benefited from single-use negative pressure wound therapy and I.V. site management solutions.

  • 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 (1.1%).

Business segment operating income margin decreased when compared to the same period last year. The decrease was driven by a mix penalty due to OEM backorder reduction and higher costs to standup and operate our standalone structure after Spin-Off.

First six months 2024 results

Sales in MedSurg were down (0.1) percent:

  • Positive price growth was driven by the impact from actions initiated during the prior year in response to higher material and labor input costs. The favorable impact of prior year price actions is expected to decline as we progress in 2024.

  • Organic growth was led by single-use negative pressure wound therapy, partially offset by declines in sterilization assurance and advanced wound dressings.

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

  • Foreign currency translation negatively impacted sales by (0.8%).

Business segment operating income margin decreased when compared to the same period last year. The decrease was driven by higher costs to standup and operate our standalone structure after Spin-Off.

Dental Solutions (15.9 percent and 16.3 percent of consolidated sales for the three and six months ended June 30, 2024)

Three months ended June 30,Six months ended June 30,
2024202320242023
Sales (millions)$331$351$666$692
Sales change analysis:
Organic sales(2.0)%1.1%(0.8)%1.3%
Other(2.4)—(2.1)—
Translation(1.5)(0.8)(0.9)(2.1)
Total sales change(5.8)%0.3%(3.8)%(0.8)%
Business segment operating income (millions)$90$124$200$235
Percent change(27.4)%(5.3)%(14.9)%(7.5)%
Percent of sales27.2%35.3%30.0%34.0%

Second quarter 2024 results:

Sales in Dental Solutions were down (5.8) percent.

  • Volume declines were partially offset by modest price growth. Lower volumes were primarily driven by traditional orthodontics.

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

  • Foreign currency translation negatively impacted sales by (1.5%).

Business segment operating income margin decreased when compared to the same period last year as a result of higher costs to standup and operate our standalone structure after Spin-Off, partially offset by the benefit from higher price.

First six months 2024 results:

Sales in Dental Solutions were down (3.8) percent.

  • Volume declines were partially offset by positive price growth. The favorable impact of prior year price actions decreased during the period and the impact of such price actions are expected to continue to moderate through the remainder of 2024.

  • Other is primarily driven by lost sales from the Company's dental anesthetics business that was sold in August 2023.

  • Foreign currency translation negatively impacted sales by (0.9%)

Business segment operating income margin decreased when compared to the same period last year as a result of higher costs to standup and operate our standalone structure after Spin-Off, partially offset by the benefits from both higher price and lower manufacturing inflation.

Health Information Systems (15.8 percent and 15.7 percent of consolidated sales for the three and six months ended June 30, 2024)

Three months ended June 30,Six months ended June 30,
2024202320242023
Sales (millions)$328$316$645$632
Sales change analysis:
Organic sales3.6%3.4%2.0%5.8%
Other————
Translation(0.1)(0.1)—(0.2)
Total sales change3.5%3.3%2.0%5.6%
Business segment operating income (millions)$111$96$212$190
Percent change15.6%20.0%11.6%26.2%
Percent of sales33.8%30.4%32.9%30.1%

Second quarter 2024 results:

Sales in Health Information Systems were up 3.5 percent.

  • Positive growth was driven by continued adoption of our 3MTM 360 EncompassTM and performance management solutions.

  • Clinician productivity solutions declined primarily impacted by changing market conditions.

Business segment operating income margin increased when compared to the same period last year driven by both price and a product mix benefit due to higher software sales and lower professional services.

First six months 2024 results:

Sales in Health Information Systems were up 2.0 percent.

  • Positive growth was driven by continued adoption of our 3MTM 360 EncompassTM and performance management solutions.

  • Clinician productivity solutions declined primarily impacted by changing market conditions.

Business segment operating income margin increased when compared to the same period last year driven by a product mix benefit due to higher software sales and lower professional services.

Purification and Filtration (11.4 percent and 11.8 percent of consolidated sales for the three and six months ended June 30, 2024)

Three months ended June 30,Six months ended June 30,
2024202320242023
Sales (millions)$238$248$483$479
Sales change analysis:
Organic sales(0.9)%(4.7)%2.6%(6.1)%
Other(1.2)—(0.6)—
Translation(1.6)(0.6)(1.1)(2.1)
Total sales change(3.6)%(5.3)%0.9%(8.2)%
Business segment operating income (millions)$19$50$58$86
Percent change(62.0)%(12.3)%(32.6)%(27.9)%
Percent of sales8.0%20.2%12.0%17.9%

Second quarter 2024 results:

Sales in Purification and Filtration were down (3.6) percent:

  • Primarily driven by drinking water filtration end markets, partially offset by higher volume growth in bioprocessing filtration.

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

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

Business segment operating income margin decreased due to a negative impact from higher costs in international, sales mix and costs to standup and operate our standalone structure after Spin-Off.

First six months 2024 results:

Sales in Purification and Filtration were up 0.9 percent:

  • Primarily driven by higher volume growth in both our bioprocessing filtration and membrane OEM product categories. This growth was partially offset by a decline in our separation filtration and drinking water filtration products.

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

  • Foreign currency translation negatively impacted growth by (1.1%).

Business segment operating income margin decreased due to the negative impact from higher costs in international, sales mix and costs to standup and operate our standalone structure after Spin-Off.

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 Company as part of 3M’s cash pooling arrangements, the effect of which is presented as Net parent investment in our condensed combined financial statements.

Upon completion of the Spin-Off, Solventum has ceased participation in 3M's cash pooling arrangement and our cash and cash equivalents are held and used solely for our own operations. The Company's capital structure, long-term commitments and sources of liquidity will change significantly from historical practices. For additional detail regarding changes to our capital structure, see section entitled "Description of Material Indebtedness" below.

Debt and Credit Facilities

On February 16, 2024, the Company entered into a five-year $2.0 billion unsecured revolving credit facility expiring in 2029, an 18-month senior unsecured term loan facility of $500 million and a three-year senior unsecured term loan facility of $1.0 billion (together the "Facilities"). In March 2024, the Company withdrew $1.48 billion under the Facilities. The funds from the facilities were transferred to 3M as partial consideration for the Spin-Off.

On February 27, 2024, Solventum issued $6.9 billion of senior notes in preparation for the payment of partial consideration to 3M Company in connection with the Spin-Off. Refer to Note 8 for more information.

Commercial Paper

On March 4, 2024, the Company entered into a commercial paper program that allows Solventum 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 June 30, 2024.

Cash, cash equivalents and marketable securities

At June 30, 2024, Solventum had $897 million of cash and cash equivalents, of which approximately $378 million was held by the Company’s foreign subsidiaries and approximately $519 million was held in the United States. These balances are invested in bank instruments and other high-quality fixed income securities. At December 31, 2023, Solventum had $194 million of cash and cash equivalents, of which approximately $150 million was held by the Company’s foreign subsidiaries and $44 million was held in the United States. The increase from December 31, 2023 resulted from both cash retained by the Company at Spin-Off and operating cash generated by the Company subsequent to the Spin-Off.

Cash Flows

Cash flows from operating, investing and financing activities are provided in the tables that follow. Individual amounts in the condensed consolidated and combined 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.

Cash Flows from Operating Activities:

Six months ended June 30,
(Millions)20242023
Cash Flows from Operating Activities
Net income$326$614
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization272278
Postretirement benefit plan expense1921
Stock-based compensation expense6026
Deferred income taxes(56)(69)
Changes in assets and liabilities
Accounts receivable70(30)
Due from related parties131—
Inventories(57)(5)
Accounts payable13230
Due to related parties(229)—
All other operating activities12910
Net cash provided by operating activities$797$875

In the first six months of 2024, cash flows provided by operating activities decreased compared to the first six months of 2023 primarily due to lower net income, partially offset by payments from related parties and lower accounts receivable. The benefit in accounts payable is largely offset by due from related parties as the Company reimburses 3M for certain procurement activities managed through 3M's IT systems. In addition to this procurement activity, due to related parties also includes cash paid to 3M for operating transactions with Solventum entities prior to the Spin-Off and the net impact of payables and associated payments related to transition agreements with 3M.

Cash Flows from Investing Activities:

Six months ended June 30,
(Millions)20242023
Cash Flows from Investing Activities
Purchases of property, plant and equipment$(160)$(136)
Net cash used in investing activities$(160)$(136)

Purchases of property, plant and equipment increased in the first six months of 2024 as compared to the first six months of 2023. The increase is primarily driven by the timing of investment spend. The Company is focused on investments to support growth, renewal and maintenance programs, Environmental Health Services ("EHS") and relocating manufacturing operations currently co-located within 3M facilities.

Cash Flows from Financing Activities:

Six months ended June 30,
(Millions)20242023
Cash Flows from Financing Activities
Net transfers to 3M$(8,247)$(761)
Proceeds from long-term debt, net of issuance costs8,303—
Other — net10—
Net cash provided by (used in) financing activities$66$(761)

Proceeds from debt of $8.3 billion were related to the first quarter issuance of $6.9 billion in senior notes and $1.5 billion in senior term loan credit facilities. The proceeds from these financing transactions were transferred to 3M in connection with transaction, other than the amounts retained in order to achieve the $600 million retained cash target.

Cash flows from financing activities increased in the first six months of 2024 compared to the same period in 2023 due to proceeds of long-term debt, partially offset by net transfers to 3M.

Material Cash Requirement 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 and combined financial statements and the audited consolidated financial statements included in the Information Statement:

  • Tax obligations—Refer to Note 9 to the audited consolidated and combined financial statements and Note 7 to the unaudited condensed consolidated and combined financial statements.

  • Debt—Refer to Note 8 to the unaudited condensed consolidated and combined financial statements.

  • Commitments and contingencies—Refer to Note 11 to the audited consolidated and combined financial statements and Note 11 to the unaudited condensed consolidated and combined financial statements.

  • Operating leases—Refer to Note 12 to the audited combined 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 Factors That May Affect Future Results

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, contains 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, and other events beyond Solventum’s control.

  • Unexpected events, such as those related to the COVID-19 public health crisis.

  • Operational execution risks.

  • Damage to our reputation or our brands.

  • Risks from acquisitions, strategic alliances, divestitures and other strategic events.

  • 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 rights.

  • Pension and postretirement obligation liabilities.

  • Any events that adversely affect the sale or profitability of one of Solventum’s key products or the revenue delivered from sales to its key customers.

  • Any failure by 3M to perform any of its obligations under the various separation agreements in connection with the separation and distribution.

  • The expected benefits and timing of the separation and the risk that conditions to the separation will not be satisfied and/or that the separation 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 distribution or certain related transactions should be treated as taxable transactions.

  • Expected 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.

  • The impact of the separation on its businesses and the risk that the separation 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 of factors is not exhaustive or necessarily in the order of importance. Forward-looking statements are based on certain assumptions and expectations of future events and trends that are subject to risks and uncertainties. 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 II, Item 1A, "Risk Factors," of this document, and should be considered an integral part of Part I, Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations." For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 8-K filed with the SEC from time to time and the Company's Registration Statement on Form 10, including the amendments thereto, as filed with the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rate Risks:

Solventum faces transactional exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliated entities. Foreign currency exchange rates and fluctuations in those rates may cause fluctuations in cash flows related to foreign denominated transactions. The Company is also exposed to the translation of foreign currency earnings to the U.S. dollar.

3M enters into foreign exchange forward contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies. While part of 3M, Solventum indirectly benefited from 3M’s hedging activities and was allocated a proportion of the realized gains or losses on these contracts. However, the benefits and costs realized from these contracts may not reflect the benefits and costs Solventum would have incurred as a standalone company for the periods presented.

Concentration of Credit Risk:

Solventum’s sales are not materially dependent on any single customer. For the three and six months ended June 30, 2024 and June 30, 2023, no one individual customer or group of affiliated customers represented more than 10 percent of the Company's total sales. At June 30, 2024 no customers represented more than 10 percent of the Company's total accounts receivable balance and at December 31, 2023, one customer accounted for approximately 10 percent of Solventum’s total accounts receivable balance. Credit risk associated with the Company’s accounts receivable is representative of the geographic, industry, and customer diversity associated with the global businesses.

Commodity Prices Risk:

Solventum manages commodity price risks through negotiated supply contracts and price protection agreements. The Company does not participate in material commodity hedging activity.

Item 4. Controls and Procedures

a. The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s "disclosure controls and procedures" (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

b. There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended June 30, 2024

PART II. Other Information

Item 1. Legal Proceedings

Discussion of legal matters is incorporated by reference from Part I, Item 1, Note 11, "Commitments and Contingencies," of this document, and should be considered an integral part of Part II, Item 1, "Legal Proceedings.”"

Item 1A. Risk Factors

There have been no material changes to the risk factors as disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Discussion of these factors is incorporated by reference into and considered an integral part of Part I, Item 2, "Management’s Discussion and Analysis of Financial Condition and Results of Operations."

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the period covered by this report.

Item 3. Defaults Upon Senior Securities

No matters require disclosure.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements and Policies

During the six months ended June 30, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Under Iran Threat Reduction and Syria Human Rights Act of 2012.

As part of its intellectual property (“IP”) protection efforts, 3M has obtained and maintains patents and trademarks in Iran. Certain of these patents and trademarks are now owned by Solventum’s affiliate Solventum Intellectual Properties Company, but registered title has not yet been assigned to Solventum Intellectual Properties Company. As authorized under 3M’s specific license granted by the Office of Foreign Assets Control, during the three months ended June 30, 2024, a third-party IP service provider/counsel paid on behalf of 3M a renewal fee of $167 to the Iran Intellectual Property Office’s account with Bank Melli, which was designated pursuant to Executive Order 13224, to maintain a trademark owned by Solventum that has registered title held by 3M. Solventum did not direct this activity and understands that 3M plans to continue these IP rights protection activities as authorized under its specific license.

Availability of Information

Solventum's website address is www.solventum.com. Investors and others should note that the Company announces material information to its investors using SEC filings, press releases, its investor relations website, public conference calls and webcasts. The Company uses these channels to communicate with investors, customers and the public about the Company, its products and other issues. The information on, or that may be accessed through, Solventum's website is not incorporated by reference into this Quarterly Report on Form 10-Q and should not be considered a part of this Quarterly Report on Form 10-Q.

Item 6. Exhibits

2.1Separation and Distribution Agreement, dated as of March 31, 2024, by and between Solventum Corporation and 3M Company (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
3.1Amended and Restated Certificate of Incorporation of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)
3.2Amended and Restated Bylaws of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)
10.1Transition Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
10.2Tax Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
10.3Employee Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
10.4Transition Distribution Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*+
10.5Transition Contract Manufacturing Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (3M Company as contract manufacturer) (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
10.6Stockholder's and Registration's Rights Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
10.7Intellectual Property Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
10.83M Trademark Use Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*+
10.9Transitional Trademark Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*+
10.10Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K , filed April 4, 2024)
10.11Reverse Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
10.12Solventum Corporate 2024 Long-Term Incentive Plan, as amended (incorporated by reference from Solventum Corporation's Registration Statement on Form S-8, filed April 1, 2024)
10.13Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement (incorporated by reference from Solventum Corporations's Form 8-K filed May 17, 2024)
10.14Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement For Non-Employee Directors (incorporated by reference from Solventum Corporations's Form 8-K filed May 17, 2024)
10.15Solventum 2024 Long-Term Incentive Plan Performance Share Unit Awards Agreement (incorporated by reference from Solventum Corporations's Form 8-K filed May 17, 2024)
10.16Solventum Annual Incentive Plan (incorporated by reference from Solventum Corporation's Form 8-K , filed April 4, 2024)
10.17Solventum Executive Severance Plan (incorporated by reference from Solventum Corporation's Form 8-K , filed April 4, 2024)
10.18Solventum VIP Excess Plan (incorporated by reference from Solventum Corporation's Registration Statement on Form S-8, filed April 1, 2024)
(31.1)Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(31.2)Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(32.1)Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(32.2)Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(101.INS)Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
(101.SCH)Inline XBRL Taxonomy Extension Schema Document
(101.CAL)Inline XBRL Taxonomy Extension Calculation Linkbase Document
(101.DEF)Inline XBRL Taxonomy Extension Definition Linkbase Document
(101.LAB)Inline XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)Inline XBRL Taxonomy Extension Presentation Linkbase Document
(104)Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

+Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

*Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission (the "SEC") upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SOLVENTUM CORPORATION

(Registrant)

Date: August 9, 2024
By/s/ Wayde McMillan
Wayde McMillan,
Executive Vice President and Chief Financial Officer (Mr. McMillan is a Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant.)