Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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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 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 six months ended June 30, 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:
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Overview
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Results of Operations
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Performance by Business Segment
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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 Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc. (“Buyer”) for $4.1 billion. On June 25, 2025, the Company and Buyer entered into an additional Agreement to exclude the Company’s Water Business from the scope of the Purification and Filtration business to be acquired by Buyer and reduce the cash consideration at closing of the transaction to approximately $4.0 billion. The closing of the transaction is expected to be completed by the end of 2025, subject to regulatory approvals and customary closing conditions. The company intends to use the net proceeds from the transaction primarily to pay down a portion of the Company’s outstanding debt through the pay down of our term loan and bond buybacks.
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 either not having material activity in comparable prior years or is not meaningful. 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 June 30, | Increase/(Decrease) | |||||||||||||||||||||||||||||||||||||||||||
| (Millions) | 2025 | 2024 | Reported Growth | Currency Impact | Constant Currency | Other | Organic Growth | |||||||||||||||||||||||||||||||||||||
| Segment Sales | ||||||||||||||||||||||||||||||||||||||||||||
| Advanced Wound Care | $ | 467 | $ | 460 | 1.7 | % | 0.9 | % | 0.8 | % | — | % | 0.8 | % | ||||||||||||||||||||||||||||||
| Infection Prevention and Surgical Solutions | 750 | 702 | 6.9 | 1.0 | 5.9 | — | 5.9 | |||||||||||||||||||||||||||||||||||||
| MedSurg | 1,218 | 1,162 | 4.8 | 0.9 | 3.9 | — | 3.9 | |||||||||||||||||||||||||||||||||||||
| Dental Solutions | 338 | 331 | 2.3 | 1.6 | 0.6 | — | 0.7 | |||||||||||||||||||||||||||||||||||||
| Health Information Systems | 339 | 328 | 3.4 | 0.2 | 3.2 | — | 3.2 | |||||||||||||||||||||||||||||||||||||
| Purification and Filtration | 252 | 238 | 5.4 | 2.3 | 3.1 | — | 3.1 | |||||||||||||||||||||||||||||||||||||
| Corporate and Unallocated | 15 | 22 | NM | NM | NM | NM | NM | |||||||||||||||||||||||||||||||||||||
| Total Company | $ | 2,161 | $ | 2,081 | 3.9 | % | 1.1 | % | 2.8 | % | — % | 2.8 | % | |||||||||||||||||||||||||||||||
| Six months ended June 30, | Increase/(Decrease) | |||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | Reported Growth | Currency Impact | Constant Currency | Other | Organic Growth | |||||||||||||||||||||||||||||||||||||
| Segment Sales | ||||||||||||||||||||||||||||||||||||||||||||
| Advanced Wound Care | $ | 915 | $ | 901 | 1.6 | % | (0.1) | % | 1.7 | % | (0.1) | % | 1.8 | % | ||||||||||||||||||||||||||||||
| Infection Prevention and Surgical Solutions | 1,460 | 1,380 | 5.8 | (0.4) | 6.2 | (0.8) | 7.0 | |||||||||||||||||||||||||||||||||||||
| MedSurg | 2,375 | 2,281 | 4.1 | (0.3) | 4.4 | (0.5) | 4.9 | |||||||||||||||||||||||||||||||||||||
| Dental Solutions | 667 | 666 | 0.1 | (0.2) | 0.3 | (0.3) | 0.6 | |||||||||||||||||||||||||||||||||||||
| Health Information Systems | 667 | 645 | 3.5 | — | 3.5 | — | 3.5 | |||||||||||||||||||||||||||||||||||||
| Purification and Filtration | 494 | 483 | 2.2 | 0.1 | 2.1 | (0.5) | 2.6 | |||||||||||||||||||||||||||||||||||||
| Corporate and Unallocated | 28 | 22 | NM | NM | NM | NM | NM | |||||||||||||||||||||||||||||||||||||
| Total Company | $ | 4,231 | $ | 4,097 | 3.3 | % | (0.2) | % | 3.5 | % | — % | 3.5 | % |
Segment and Total Company Operating Income
| Three months ended June 30, | ||||||||||||||||||||
| (Millions) | 2025 | 2024 | 2025 vs 2024 change | |||||||||||||||||
| Segment Operating Income | ||||||||||||||||||||
| MedSurg | $ | 210 | $ | 214 | (1.9) | % | ||||||||||||||
| Dental Solutions | 96 | 93 | 3.2 | |||||||||||||||||
| Health Information Systems | 120 | 111 | 8.1 | |||||||||||||||||
| Purification and Filtration | 48 | 19 | 152.6 | |||||||||||||||||
| Corporate and Unallocated | (260) | (193) | 34.7 | |||||||||||||||||
| Total Company | $ | 214 | $ | 244 | (12.3) | % | ||||||||||||||
| Six months ended June 30, | ||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | 2025 vs 2024 change | |||||||||||||||||
| Segment Operating Income | ||||||||||||||||||||
| MedSurg | $ | 416 | $ | 435 | (4.4) | % | ||||||||||||||
| Dental Solutions | 175 | 203 | (13.8) | |||||||||||||||||
| Health Information Systems | 229 | 212 | 8.0 | |||||||||||||||||
| Purification and Filtration | 83 | 58 | 43.1 | |||||||||||||||||
| Corporate and Unallocated | (536) | (283) | 89.4 | |||||||||||||||||
| Total Company | $ | 367 | $ | 625 | (41.3) | % | ||||||||||||||
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 and six months ended June 30, 2025 with the same period for the prior year, unless otherwise indicated.
| Three months ended June 30, 2025 | ||||||||||||||||||||
| (Millions) | United States | International | Worldwide | |||||||||||||||||
| Net sales | $ | 1,189 | $ | 972 | $ | 2,161 | ||||||||||||||
| % of worldwide sales | 55.0 | % | 45.0 | % | 100.0 | % | ||||||||||||||
| Increase/(decrease) | ||||||||||||||||||||
| Organic growth | 3.7 | % | 1.6 | % | 2.8 | % | ||||||||||||||
| Other | — | — | — | |||||||||||||||||
| Constant currency | 3.7 | 1.6 | 2.8 | |||||||||||||||||
| Currency impact | — | 2.3 | 1.1 | |||||||||||||||||
| Reported growth | 3.7 | % | 4.0 | % | 3.9 | % | ||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||
| United States | International | Worldwide | ||||||||||||||||||
| Net sales (millions) | $ | 2,329 | $ | 1,902 | $ | 4,231 | ||||||||||||||
| % of worldwide sales | 55.0 | % | 45.0 | % | 100.0 | % | ||||||||||||||
| Increase/(decrease) | ||||||||||||||||||||
| Organic growth | 3.8 | % | 3.1 | % | 3.5 | % | ||||||||||||||
| Other | 0.4 | (0.6) | — | |||||||||||||||||
| Constant currency | 4.2 | 2.5 | 3.5 | |||||||||||||||||
| Currency impact | — | (0.4) | (0.2) | |||||||||||||||||
| Reported growth | 4.2 | % | 2.1 | % | 3.3 | % |
Additional information beyond what is included in the preceding table is as follows:
Second quarter 2025 results:
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In the United States geographic area, both total sales and organic sales increased. Organic growth occurred across all segments, led by MedSurg and Purification and Filtration.
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In the International geographic area, both total sales and organic sales increased. Organic growth was led by MedSurg, partially offset by a decline in Purification and Filtration.
First six months 2025 results:
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In the United States geographic area, both total sales and organic sales increased. Organic growth occurred across all segments, led by MedSurg.
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In the International geographic area, both total sales and organic sales increased. Organic growth was led by MedSurg, partially offset by a decline in Purification and Filtration.
Managing currency risks
Prior to April 1, 2024, Solventum indirectly participated in 3M’s centrally managed hedging program. 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 weaker U.S. dollar had a positive worldwide impact on sales for the second quarter 2025 compared to the same period last year. The worldwide impact on sales for the six months ended 2025 was minimal, as the negative impact in the first quarter 2025 was partially offset by the positive impact in the second quarter 2025. Solventum estimates that year-on-year foreign
currency transaction effects, including hedging impacts, increased pre-tax income by approximately $13 million and $10 million for the three and six months ended June 30, 2025, respectively.
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) | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||||
| Cost of product | 51.9 | % | 51.3 | % | 0.6 | % | 52.1 | % | 49.0 | % | 3.1 | % | ||||||||||||||||||||||||||
| Cost of software and rentals | 24.5 | 25.4 | (0.9) | 25.1 | 25.6 | (0.5) |
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 second quarter of 2025 when compared to the second 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 product, measured as a percent of sales of product, increased in the first six months of 2025 when compared to the first six months 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 during the second quarter of 2025 as compared to the same period last year due to the impact of sales mix, primarily driven by higher sales of our revenue cycle management solutions.
Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the first six months of 2025 as compared to the same period last year due to the impact of sales mix, primarily driven by higher sales of our revenue cycle management solution.
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||||||||
| (Percent of total net sales) | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||||||||||||||||||||||||||
| Selling, general and administrative (SG&A) | 35.7 | % | 33.7 | % | 2.0 | % | 36.4 | % | 31.7 | % | 4.7 | % | ||||||||||||||||||||||||||
| Research and development (R&D) | 8.7 | 9.2 | (0.5) | 9.0 | 9.4 | (0.4) | ||||||||||||||||||||||||||||||||
| Operating income | 9.9 | 11.7 | (1.8) | 8.7 | 15.3 | (6.6) |
Selling, General and Administrative
SG&A, measured as a percent of total net sales, increased in the second quarter of 2025 when compared to the same period last year. The increase was driven by higher costs associated with activities to separate operations from 3M, including deployment of our enterprise resource planning and other information technology solutions.
SG&A, measured as a percent of total net sales, increased in the first six months 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 second quarter of 2025 when compared to the same period last year due to similar costs year-on-year in relation to higher net sales.
R&D, measured as a percent of total net sales, decreased in the first six months 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 June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (Millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Interest expense, net | $ | 103 | $ | 114 | $ | 207 | $ | 153 | ||||||||||||||||||
| Other expense (income), net | 8 | 34 | $ | 19 | $ | 47 |
Interest expense, net includes interest accrued on debt obligations, offset by interest income from cash and marketable securities. Interest expense, net decreased in the second quarter as compared to the same period last year due to lower interest expense as a result of lower debt outstanding. Interest expense, net increased in the first six months of 2025 as compared to the same period last year due to a full quarter of interest incurred in the first quarter of 2025 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 condensed consolidated financial statements for more information.
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 for both the second quarter and first six months of 2025 as compared to the same period last year primarily due to charges associated with the substantial liquidation of foreign operations completed as part of our separation from 3M.
Provision for (benefit from) Income Taxes:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (Percent of pre-tax income/loss) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Effective tax rate | 12.5 | % | 7.3 | % | (61.0) | % | 23.3 | % |
Refer to Note 8 to the condensed consolidated 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 (56.4% and 56.1% of consolidated sales for the three and six months ended June 30, 2025)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (Millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net sales | $ | 1,218 | $ | 1,162 | $ | 2,375 | $ | 2,281 | ||||||||||||||||||
| Increase/(decrease) | ||||||||||||||||||||||||||
| Organic growth | 3.9 | % | 1.8 | % | 4.9 | % | 1.0 | % | ||||||||||||||||||
| Other | — | (0.5) | (0.5) | (0.3) | ||||||||||||||||||||||
| Constant currency | 3.9 | 1.2 | 4.4 | 0.7 | ||||||||||||||||||||||
| Currency impact | 0.9 | (1.1) | (0.3) | (0.8) | ||||||||||||||||||||||
| Reported growth | 4.8 | % | 0.1 | % | 4.1 | % | (0.1) | % | ||||||||||||||||||
| Business segment operating income | $ | 210 | $ | 214 | $ | 416 | $ | 435 | ||||||||||||||||||
| Percent change | (1.9) | % | (20.4) | % | (4.4) | % | (16.7) | % | ||||||||||||||||||
| Percent of sales | 17.3 | % | 18.4 | % | 17.5 | % | 19.1 | % |
Second quarter 2025 results:
Sales in MedSurg were up 4.8%:
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Organic growth was driven by strong broad-based volumes in Infection Prevention and Surgical Solutions, led by surgical solutions and I.V. site management products. Growth benefited from advanced order timing as part of enterprise resource planning and distribution cutovers that were completed during the second quarter 2025.
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Foreign currency translation positively impacted sales by 0.9%.
Business segment operating income margin decreased when compared to the same period last year. The decrease was primarily driven by the impact of higher tariffs on product manufactured during the second quarter of 2025.
First six months 2025 results:
Sales in MedSurg were up 4.1%:
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Organic growth was led by Infection Prevention and Surgical Solutions, led by I.V. site management and hospital consumable products.
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Other includes certain health care businesses retained by 3M India in connection with the Spin-Off.
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Foreign currency translation negatively impacted sales by (0.3%).
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 (15.6% and 15.8% of consolidated sales for the three and six months ended June 30, 2025)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (Millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net sales | $ | 338 | $ | 331 | $ | 667 | $ | 666 | ||||||||||||||||||
| Increase/(decrease) | ||||||||||||||||||||||||||
| Organic growth | 0.7 | % | (2.0) | % | 0.6 | % | (0.8) | % | ||||||||||||||||||
| Other | — | (2.4) | (0.3) | (2.1) | ||||||||||||||||||||||
| Constant currency | 0.6 | (4.4) | 0.3 | (2.9) | ||||||||||||||||||||||
| Currency impact | 1.6 | (1.5) | (0.2) | (0.9) | ||||||||||||||||||||||
| Reported growth | 2.3 | % | (5.8) | % | 0.1 | % | (3.8) | % | ||||||||||||||||||
| Business segment operating income | $ | 96 | $ | 93 | $ | 175 | $ | 203 | ||||||||||||||||||
| Percent change | 3.2 | % | (25.0) | % | (13.8) | % | (13.6) | % | ||||||||||||||||||
| Percent of sales | 28.5 | % | 28.0 | % | 26.2 | % | 30.5 | % |
Second quarter 2025 results:
Sales in Dental Solutions were up 2.3%:
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Organic growth in new restorative and prevention solution products was partially offset by a decline in traditional orthodontic products.
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Foreign currency translation positively impacted sales by 1.6%.
Business segment operating income margin increased when compared to the same period last year primarily due to lower business operating expenses.
First six months 2025 results:
Sales in Dental Solutions were up slightly at 0.1%:
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Organic growth in new restorative and prevention solutions products was partially offset by a decline in traditional orthodontic products.
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Other includes certain health care businesses retained by 3M India in connection with the Spin-Off.
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Foreign currency translation negatively impacted sales by (0.2%)
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.
Health Information Systems (15.7% and 15.8% of consolidated sales for the three and six months ended June 30, 2025)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (Millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net sales | $ | 339 | $ | 328 | $ | 667 | $ | 645 | ||||||||||||||||||
| Increase/(decrease) | ||||||||||||||||||||||||||
| Organic growth | 3.2 | % | 3.6 | % | 3.5 | % | 2.0 | % | ||||||||||||||||||
| Other | — | — | — | — | ||||||||||||||||||||||
| Constant currency | 3.2 | 3.6 | 3.5 | 2.0 | ||||||||||||||||||||||
| Currency impact | 0.2 | (0.1) | — | — | ||||||||||||||||||||||
| Reported growth | 3.4 | % | 3.5 | % | 3.5 | % | 2.0 | % | ||||||||||||||||||
| Business segment operating income | $ | 120 | $ | 111 | $ | 229 | $ | 212 | ||||||||||||||||||
| Percent change | 8.1 | % | 15.6 | % | 8.0 | % | 11.6 | % | ||||||||||||||||||
| Percent of sales | 35.5 | % | 33.8 | % | 34.3 | % | 32.9 | % |
Second quarter 2025 results:
Sales in Health Information Systems were up 3.4%:
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Organic growth was driven by continued adoption of our Solventum™ 360 EncompassTM.
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Clinician productivity solutions declined primarily due to impacts from changing market conditions.
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Foreign currency translation positively impacted sales by 0.2%.
Business segment operating income margin increased when compared to the same period last year, driven by sales price growth, product mix, partially offset by the impact of higher compensation costs.
First six months 2025 results:
Sales in Health Information Systems were up 3.5%:
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Positive organic growth was driven by continued adoption of our Solventum™ 360 EncompassTM and performance management solutions.
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Clinician productivity solutions declined primarily due to impacts from changing market conditions.
Business segment operating income margin increased when compared to the same period last year, driven by sales price growth, product mix, partially offset by the impact of higher compensation costs.
Purification and Filtration (11.7% and 11.7% of consolidated sales for the three and six months ended June 30, 2025)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (Millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net sales | $ | 252 | $ | 238 | $ | 494 | $ | 483 | ||||||||||||||||||
| Increase/(decrease) | ||||||||||||||||||||||||||
| Organic growth | 3.1 | % | (0.9) | % | 2.6 | % | 2.6 | % | ||||||||||||||||||
| Other | — | (1.2) | (0.5) | (0.6) | ||||||||||||||||||||||
| Constant currency | 3.1 | (2.1) | 2.1 | 2.0 | ||||||||||||||||||||||
| Currency impact | 2.3 | (1.6) | 0.1 | (1.1) | ||||||||||||||||||||||
| Reported growth | 5.4 | % | (3.6) | % | 2.2 | % | 0.9 | % | ||||||||||||||||||
| Business segment operating income | $ | 48 | $ | 19 | $ | 83 | $ | 58 | ||||||||||||||||||
| Percent change | 152.6 | % | (62.0) | % | 43.1 | % | (32.6) | % | ||||||||||||||||||
| Percent of sales | 19.2 | % | 8.0 | % | 16.9 | % | 12.0 | % |
Second quarter 2025 results:
Sales in Purification and Filtration were up 5.4%:
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Organic growth was driven by growth in both bioprocessing filtration and industrial filtration, which benefited from added production capacity, partially offset by declines in membrane OEM products.
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Foreign currency translation positively impacted sales by 2.3%.
Business segment operating income margin increased due to volume growth, favorable sales mix and a benefit resulting from the Company stopping depreciation on assets classified as held for sale.
First six months 2025 results:
Sales in Purification and Filtration were up 2.2%:
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Organic growth was driven by growth in both bioprocessing filtration and industrial filtration, which benefited from added production capacity, partially offset by declines in membrane OEM products.
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Other includes certain health care businesses retained by 3M India in connection with the Spin-Off.
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Foreign currency translation positively impacted growth by 0.1%.
Business segment operating income margin increased due to volume growth, favorable sales mix and a benefit resulting from the Company stopping depreciation on assets classified as held for sale, partially offset by additional standalone structure costs.
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 $71 million and $40 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at June 30, 2025 and December 31, 2024, respectively. 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 June 30, 2025.
Cash, cash equivalents and marketable securities
As of June 30, 2025, Solventum had $492 million of cash and cash equivalents, of which approximately $395 million was held by the Company’s foreign subsidiaries and approximately $99 million was held in the United States. $2 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 June 30, 2025 and December 31, 2024.
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.
| Six months ended June 30, | ||||||||||||||||||||
| (Millions) | 2025 | 2024 | ||||||||||||||||||
| Cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 198 | $ | 797 | ||||||||||||||||
| Investing activities | (224) | (160) | ||||||||||||||||||
| Financing activities | (249) | 66 | ||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 7 | — | ||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (268) | $ | 703 |
Operating Activities
In the first six months of 2025, cash flows provided by operating activities decreased compared to the first six months of 2024 primarily due to higher year-on-year interest payments on the Company's debt, standalone company tax payments, higher annual incentive compensation payments and lower net income.
Investing Activities
Purchases of property, plant and equipment increased in the first six months of 2025 as compared to the first six months 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 six months of 2025, cash flows used by financing activities increased as compared to the first six months of 2024, primarily due to the Company's repayment of $200 million outstanding principal 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:
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Tax obligations—Refer to Note 8 to the condensed consolidated financial statements.
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Debt—Refer to Note 9 to the condensed consolidated financial statements.
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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 these purchase obligations fluctuate, 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 incorporate 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:
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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;
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operational execution risks;
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damage to our reputation or our brands;
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risks from acquisitions, strategic alliances, divestitures and other strategic events, including the divestiture of our Purification and Filtration business;
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Solventum’s business dealings involving third-party partners in various markets;
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Solventum’s ability to access the capital and credit markets and changes in Solventum’s credit ratings;
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exposure to interest rate and currency risks;
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the highly competitive environment in which Solventum operates and consolidation in the healthcare industry;
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reduction in customers’ research budgets or government funding;
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the timing and market acceptance of Solventum’s new product and service offerings;
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ongoing working relationships with certain key healthcare professionals;
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changes in reimbursement practices of governments or private payers or other cost containment measures;
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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;
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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;
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potential liabilities related to a broad group of perfluoroalkyl and polyfluoroalkyl substances, collectively known as “PFAS”;
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risks related to the highly regulated environment in which Solventum operates;
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risks associated with product liability claims;
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climate change and measures to address climate change;
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security breaches and other disruptions to information technology infrastructure;
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Solventum’s failure to obtain, maintain, protect, or effectively enforce its intellectual property (“IP”) rights;
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pension and postretirement obligation liabilities;
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any failure by 3M to perform any of its obligations under the various separation agreements in connection with the Spin-Off;
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any failure to realize the expected benefits of the Spin-Off;
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a determination by the IRS or other tax authorities that the Spin-Off or certain related transactions should be treated as taxable transactions;
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financing transactions undertaken in connection with the Spin-Off and risks associated with additional indebtedness;
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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 Spin-Off will exceed Solventum’s estimates; and
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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 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 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.
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