Solventum 10-Q 2025-09-30

Filed 2025-11-06. 8 sections, 201K 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 September 30, 2025

or

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

For the transition period from __________ to __________

Commission file number: 001-41968

SOLVENTUM CORPORATION

(Exact name of registrant as specified in its charter)

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 October 31, 2025
Common Stock, $0.01 par value per share173,447,557

SOLVENTUM CORPORATION

Form 10-Q for the period ended September 30, 2025

TABLE OF CONTENTSPAGE
PART I. Financial Information3
Item 1. Financial Statements3
Condensed Consolidated Statements of Income (Unaudited)3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)4
Condensed Consolidated Balance Sheets (Unaudited)5
Condensed Consolidated Statements of Changes in Equity (Unaudited)6
Condensed Consolidated Statements of Cash Flows (Unaudited)7
Notes to the Condensed Consolidated Financial Statements (Unaudited)8
NOTE 1. Significant Accounting Policies8
NOTE 2. Revenue Recognition9
NOTE 3. Acquisitions and Divestitures9
NOTE 4. Goodwill and Intangible Assets10
NOTE 5. Other Current Liabilities11
NOTE 6. Property, Plant, and Equipment - Net11
NOTE 7. Comprehensive Income Information12
NOTE 8. Income Taxes13
NOTE 9. Long-Term Debt and Short-Term Borrowings14
NOTE 10. Pension and Postretirement Benefit Plans15
NOTE 11. Derivatives17
NOTE 12. Commitments and Contingencies19
NOTE 13. Restructuring21
NOTE 14. Earnings Per Share22
NOTE 15. Stock-Based Compensation22
NOTE 16. Related Parties23
NOTE 17. Business Segments24
NOTE 18. Subsequent Events26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Overview26
Results of Operations30
Performance by Business Segment32
Financial Condition and Liquidity35
Cautionary Note Concerning Forward Looking Statements37
Item 3. Quantitative and Qualitative Disclosures About Market Risk38
Item 4. Controls and Procedures38
PART II. Other Information39
Item 1. Legal Proceedings39
Item 1A. Risk Factors39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds39
Item 3. Defaults Upon Senior Securities39
Item 4. Mine Safety Disclosures39
Item 5. Other Information39
Item 6. Exhibits40

SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended September 30, 2025

PART I. Financial Information

Item 1. Financial Statements

Solventum Corporation

Condensed Consolidated Statements of Income (Unaudited)

Three months ended September 30,Nine months ended September 30,
(Millions, except per share data)2025202420252024
Net sales of product$1,594$1,608$4,859$4,766
Net sales of software and rentals5024741,4681,413
Total net sales2,0962,0826,3276,179
Cost of product8477932,5472,341
Cost of software and rentals114124356364
Gross profit1,1351,1653,4243,474
Selling, general and administrative expenses7807012,3211,998
Research and development expenses183189564576
Gain on sale of business(1,518)—(1,518)—
Operating income1,6902752,057900
Interest expense, net89107296260
Loss on debt extinguishment, net82—82—
Other expense (income), net512448
Income before income taxes1,5141671,655592
Provision for (benefit from) income taxes24845162144
Net income$1,266$122$1,493$448
Earnings per share:
Basic earnings per share$7.26$0.70$8.58$2.59
Diluted earnings per share7.220.708.532.58
Weighted-average number of shares outstanding:
Basic174.3173.4174.0173.1
Diluted175.4173.9175.1173.4

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

Solventum Corporation

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

Three months ended September 30,Nine months ended September 30,
(Millions)2025202420252024
Net income$1,266$122$1,493$448
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment(24)17941494
Defined benefit pension and postretirement plans44107020
Cash flow hedging instruments7(11)(32)(10)
Total other comprehensive income (loss), net of tax27178452104
Comprehensive income$1,293$300$1,945$552

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

Solventum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

September 30,December 31,
(Millions, except share information)20252024
Assets
Current assets
Cash and cash equivalents$1,642$762
Accounts receivable — net of allowances of $86 and $861,0191,044
Due from related parties157185
Inventories
Finished goods625539
Work in process191190
Raw materials and supplies233236
Total inventories1,049965
Other current assets540293
Total current assets4,4073,249
Property, plant and equipment — net1,

Showing the first 8K of 126K characters. Open the full section

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 nine months ended September 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:

  • Overview

  • Results of Operations

  • Performance by Business Segment

  • Financial Condition and Liquidity

Overview

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

Operating Segments and Sales Change Information

Solventum manages its operations in three business segments: MedSurg, Dental Solutions, and Health Information Systems. On February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Buyer. 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 Business to be acquired by Buyer. On September 1, 2025, Solventum completed the sale of the Business to the Buyer in accordance with the terms of the Agreement. The cash consideration paid to Solventum at closing was approximately $4 billion. Refer to Note 3, “Acquisitions and Divestitures” for additional information.

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. Constant currency, as reflected in the tables below, 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 both the Company’s Purification and Filtration business that was sold in September 2025 and the 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 September 30,Increase/(Decrease)
(Millions)20252024Reported GrowthCurrency ImpactConstant CurrencyOtherOrganic Growth
Segment Sales
Advanced Wound Care$485$4683.5%0.8%2.7%—%2.7%
Infection Prevention and Surgical Solutions7227131.21.10.1——
MedSurg1,2061,1822.11.01.1—1.1
Dental Solutions3403138.41.96.5—6.5
Health Information Systems3453265.90.35.6—5.6
Purification and Filtration128180(28.7)3.4(32.1)(38.5)6.4
All Other7781(5.4)0.4(5.8)—(5.8)
Total Company$2,096$2,0820.7%1.1%(0.4)%(3.1) %2.7%
Nine months ended September 30,Increase/(Decrease)
(Dollars in millions)20252024Reported GrowthCurrency ImpactConstant CurrencyOtherOrganic Growth
Segment Sales
Advanced Wound Care$1,400$1,3692.2%0.2%2.0%(0.1)%2.1%
Infection Prevention and Surgical Solutions2,1822,0934.20.14.1(0.5)4.6
MedSurg3,5813,4633.40.13.3(0.3)3.6
Dental Solutions1,0069792.80.52.3(0.3)2.5
Health Information Systems1,0129714.30.14.2—4.2
Purification and Filtration497532(6.6)1.0(7.6)(13.1)5.5
All Other230234(2.0)0.1(2.1)5.6(7.6)
Total Company$6,327$6,1792.4%0.2%2.2%(1.1) %3.2%

Segment and Total Company Operating Income

Three months ended September 30,
(Millions)202520242025 vs 2024 change
Segment Operating Income
MedSurg$203$243(16.5)%
Dental Solutions877418.7
Health Information Systems13410527.4
Purification and Filtration261936.8
All Other125140.0
Corporate and Unallocated1,228(171)818.1
Total Company$1,690$275514.5%
Nine months ended September 30,
(Dollars in millions)202520242025 vs 2024 change
Segment Operating Income
MedSurg$619$678(8.7)%
Dental Solutions262277(5.4)
Health Information Systems36331714.5
Purification and Filtration966254.8
All Other312429.2
Corporate and Unallocated686(458)249.8
Total Company$2,057$900128.6%

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 nine months ended September 30, 2025 with the same period for the prior year, unless otherwise indicated.

Three months ended September 30, 2025
(Millions)United StatesInternationalWorldwide
Net sales$1,184$912$2,096
% of worldwide sales56.5%43.5%100.0%
Increase/(decrease)
Organic growth3.4%1.7%2.7%
Other(1.5)(5.2)(3.1)
Constant currency1.9(3.5)(0.4)
Currency impact—2.61.1
Reported growth1.9%(0.9)%0.7%
Nine months ended September 30, 2025
(Millions)United StatesInternationalWorldwide
Net sales (millions)$3,513$2,814$6,327
% of worldwide sales55.5%44.5%100.0%
Increase/(decrease)
Organic growth3.6%2.7%3.2%
Other(0.2)(2.1)(1.1)
Constant currency3.40.62.2
Currency impact—0.50.2
Reported growth3.4%1.1%2.4%

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

Third quarter 2025 results:

  • In the United States geographic area, both total sales and organic sales increased. Organic growth occurred across all segments, led by MedSurg and Health Information Systems.

  • In the International geographic area, total sales decreased while organic sales increased. Organic growth was led by Dental Solutions.

First nine months 2025 results:

  • In the United States geographic area, both total sales and organic sales increased. Organic growth occurred across all segments, led by MedSurg and Health Information Systems.

  • 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.

Foreign currency had a positive worldwide impact on sales for the third quarter 2025 compared to the same period last year. The worldwide impact on sales for the nine months ended 2025 was positive compared to the same period last year. Solventum estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax income by

approximately $4 million and increased pre-tax income by approximately $6 million for the three and nine months ended September 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 September 30,Nine months ended September 30,
(Percent of corresponding net sales)20252024Change20252024Change
Cost of product53.1%49.3%3.8%52.4%49.1%3.3%
Cost of software and rentals22.726.2(3.5)24.325.8(1.5)

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 third quarter of 2025 when compared to the third quarter of 2024. The increase was driven by increased costs due to the impact of higher sourcing costs from tariffs and inventory sourced under the master supply and transition manufacturing agreements with 3M, partially offset by benefits from cost savings programs.

Cost of product, measured as a percent of sales of product, increased in the first nine months of 2025 when compared to the first nine months of 2024. The increase was driven by increased costs due to the impact of higher sourcing costs from tariffs and inventory sourced under the master supply and transition manufacturing agreements with 3M partially offset by benefits from cost savings programs.

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 third quarter of 2025 as compared to the same period last year due to the impact, primarily driven by benefits from lower external license fees and product mix benefit from 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 nine months of 2025 as compared to the same period last year due to the impact of lower external license fees, price and sales mix, primarily driven by higher sales of our revenue cycle management solution.

Three months ended September 30,Nine months ended September 30,
(Percent of total net sales)20252024Change20252024Change
Selling, general and administrative (SG&A)37.2%33.7%3.5%36.7%32.3%4.4%
Research and development (R&D)8.79.1(0.4)8.99.3(0.4)
Gain on sale of business(72.4)—(72.4)(24.0)—(24.0)
Operating income80.613.267.432.514.617.9

Selling, General and Administrative

SG&A, measured as a percent of total net sales, increased in the third 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, costs incurred to separate the Purification and Filtration business, and higher compensation expense, including equity-based awards, partially offset by benefits from the Solventum Way restructuring program.

SG&A, measured as a percent of total net sales, increased in the first nine months of 2025 when compared to the same period last year. The increase was driven by costs incurred to separate the Purification and Filtration business, 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 third quarter of 2025 when compared to the same period last year due to lower cost from the sale of the Purification and Filtration business in relation to higher net sales.

R&D, measured as a percent of total net sales, decreased in the first nine months of 2025 when compared to the same period last year due to lower cost from the sale of the Purification and Filtration business in relation to higher net sales.

Gain on Sale of Business

The Company completed the sale of the Purification and Filtration business in the third quarter of 2025. This resulted in a net gain of $1.5 billion for both the third quarter and first nine months of 2025.

Interest Expense, Net, Loss on Debt Extinguishment, Net, and Other Expense (Income), Net

Three months ended September 30,Nine months ended September 30,
(Millions)2025202420252024
Interest expense, net$89$107$296$260
Loss on debt extinguishment, net82—82—
Other expense (income), net51$24$48

Interest expense, net includes interest accrued on debt obligations, offset by interest income from cash and marketable securities. Interest expense, net decreased in the third 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 nine 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.

Loss on debt extinguishment, net includes charges incurred in the third quarter of 2025 from the differential between carrying value and the amount paid to acquire the tendered Senior Notes and related expenses. Refer to Note 9 to the condensed consolidated financial statements for additional information. These charges were partially offset by the gain from interest rate swaps entered into and subsequently settled in connection with the sale of the Purification and Filtration business. Refer to Note 11 to the condensed consolidated financial statements for additional 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 increased for the third quarter of 2025 primarily due to higher non-service periodic pension costs. Other expense (income), net decreased for the nine 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 September 30,Nine months ended September 30,
(Percent of pre-tax income/loss)2025202420252024
Effective tax rate16.4%26.9%9.8%24.3%

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. Upon closing the sale of our Purification and Filtration business, we primarily manage our operations in three business segments. Our reportable segments are MedSurg, Dental Solutions, and Health Information Systems. Our Chief Operating Decision Maker evaluates segment operating performance using net sales and business segment operating income.

All Other

All Other primarily consists of the Water Business that was retained after the sale of the Purification and Filtration Business. All Other also includes sales and cost of sales related to our agreements to supply 3M and other supply agreements assumed by the Company at Spin-Off related to legacy 3M businesses, which were historically included within Corporate and Unallocated.

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.

Because Corporate and Unallocated includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.

Business Segment Information

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 (**57.5% and 56.6% of consolidated sales for the three and nine months ended September 30, 2025)

Three months ended September 30,Nine months ended September 30,
(Millions)2025202420252024
Net sales$1,206$1,182$3,581$3,463
Increase/(decrease)
Organic growth1.1%1.0%3.6%1.1%
Other—(0.7)(0.3)(0.5)
Constant currency1.10.23.30.6
Currency impact1.0(0.1)0.1(0.6)
Reported growth2.1%0.1%3.4%—%
Business segment operating income$203$243$619$678
Percent change(16.5)%(20.8)%(8.7)%(18.2)%
Percent of sales16.8%20.6%17.3%19.6%

Third quarter 2025 results:

Sales in MedSurg were up 2.1%:

  • Organic growth was driven by volumes in Advanced Wound Care, due to negative pressure wound therapy. Growth within our Infection Prevention and Surgical Solutions business was negatively impacted by advanced order timing as part of enterprise resource planning and distribution center cutovers that occurred during the second quarter 2025.

  • Foreign currency translation positively impacted sales by 1.0%.

Business segment operating income margin decreased when compared to the same period last year. The decrease was primarily driven by the impact of higher product costs due to tariffs.

First nine months 2025 results:

Sales in MedSurg were up 3.4%:

  • Organic growth was led by Infection Prevention and Surgical Solutions, led by I.V. site management and surgical solutions products.

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

  • Foreign currency translation positively impacted sales by 0.1%.

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 and the impact on product cost from tariffs.

**Dental Solutions (**16.2% and 15.9% of consolidated sales for the three and nine months ended September 30, 2025)

Three months ended September 30,Nine months ended September 30,
(Millions)2025202420252024
Net sales$340$313$1,006$979
Increase/(decrease)
Organic growth6.5%(3.9)%2.5%(1.8)%
Other—(1.2)(0.3)(1.9)
Constant currency6.5(5.2)2.3(3.7)
Currency impact1.9—0.5(0.6)
Reported growth8.4%(5.2)%2.8%(4.3)%
Business segment operating income$87$74$262$277
Percent change18.7%(35.1)%(5.4)%(20.6)%
Percent of sales25.7%23.6%26.1%28.3%

Third quarter 2025 results:

Sales in Dental Solutions were up 8.4%:

  • Organic growth across all businesses, led by new restorative and prevention solutions products. The quarter benefitted from a reduction in backorders driven by improved service levels.

  • Foreign currency translation positively impacted sales by 1.9%.

Business segment operating income margin increased when compared to the same period last year primarily due to the benefit of higher sales volume growth. Tariff and inflation impacts were largely offset by savings from Solventum Way and other supply chain benefits.

First nine months 2025 results:

Sales in Dental Solutions were up 2.8%:

  • Organic growth in new restorative and prevention solutions products was partially offset by a decline in traditional orthodontic products.

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

  • Foreign currency translation positively impacted sales by 0.5%

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 (**16.5% and 16.0% of consolidated sales for the three and nine months ended September 30, 2025)

Three months ended September 30,Nine months ended September 30,
(Millions)2025202420252024
Net sales$345$326$1,012$971
Increase/(decrease)
Organic growth5.6%1.5%4.2%1.8%
Other————
Constant currency5.61.44.21.8
Currency impact0.30.10.1—
Reported growth5.9%1.5%4.3%1.8%
Business segment operating income$134$105$363$317
Percent change27.4%(7.9)%14.5%4.3%
Percent of sales38.8%32.2%35.8%32.6%

Third quarter 2025 results:

Sales in Health Information Systems were up 5.9%:

  • Organic growth was driven by continued adoption of our Solventum™ 360 EncompassTM and a timing benefit from consulting product milestones.

  • Clinician productivity solutions declined primarily due to impacts from changing market conditions.

  • Foreign currency translation positively impacted sales by 0.3%.

Business segment operating income margin increased when compared to the same period last year, driven by sales mix and lower external license fees.

First nine months 2025 results:

Sales in Health Information Systems were up 4.3%:

  • Positive organic growth was driven by continued adoption of our Solventum™ 360 EncompassTM and performance management solutions.

  • Clinician productivity solutions declined primarily due to impacts from changing market conditions.

  • Foreign currency translation positively impacted sales by 0.1%.

Business segment operating income margin increased when compared to the same period last year, driven by sales price growth, product mix and lower external license fees.

Other Segment Information

Purification and Filtration

Three months ended September 30,Nine months ended September 30,
(Millions)2025202420252024
Net sales$128$180$497$532
Increase/(decrease)
Organic growth6.4%4.1%5.5%5.2%
Other(38.5)(1.3)(13.1)(1.0)
Constant currency(32.1)2.8(7.6)4.2
Currency impact3.4—1.0(0.6)
Reported growth(28.7)%2.8%(6.6)%3.6%
Business segment operating income$26$19$96$62
Percent change36.8%(31.3)%54.8%(11.6)%
Percent of sales20.1%10.6%19.3%11.7%

Third quarter 2025 results:

Sales in Purification and Filtration were down (28.7)%:

  • Results above represent the two months of sales prior to the close of the sale in September 2025.

  • Other includes lost sales from the Company’s Purification and Filtration business that was sold in September 2025.

  • Foreign currency translation positively impacted sales by 3.4%.

Business segment operating income margin increased due to volume growth and favorable sales mix.

First nine months 2025 results:

Sales in Purification and Filtration were down (6.6)%:

  • 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.

  • Other includes lost sales from the Company’s Purification and Filtration business that was sold in September 2025 and certain health care businesses retained by 3M India in connection with the Spin-Off.

  • Foreign currency translation positively impacted sales by 1.0%.

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 $84 million and $40 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at September 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 September 30, 2025.

Cash, cash equivalents and marketable securities

As of September 30, 2025, Solventum had $1,642 million of cash and cash equivalents, of which approximately $1,438 million was held by the Company’s foreign subsidiaries and approximately $204 million was held in the United States. 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 September 30, 2025 and December 31, 2024. The increase from December 31, 2024 was driven by proceeds from the sale of the Purification and Filtration business, partially offset by repurchases of a portion of our senior notes via tender offers and a prepayment on our outstanding term loan.

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.

Nine months ended September 30,
(Millions)20252024
Cash provided by (used in):
Operating activities$274$966
Investing activities3,542(253)
Financing activities(2,942)(136)
Effect of exchange rate changes on cash and cash equivalents61
Net increase (decrease) in cash and cash equivalents$880$578

Operating Activities

In the first nine months of 2025, cash flows provided by operating activities decreased compared to the first nine months of 2024 primarily due to lower net income, excluding the gain on sale of the Purification and Filtration business, transaction costs on sale of the business, higher inventories, and accrued compensation activity.

Investing Activities

The increase in investing activities is related to proceeds from sale of the Purification and Filtration business in September 2025.

Purchases of property, plant and equipment increased in the first nine months of 2025 as compared to the first nine 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 nine months of 2025, cash flows used by financing activities increased as compared to the first nine months of 2024, primarily due to the Company's repayment of $1.9 billion of senior notes via tender offers upon completion of the sale of the Purification and Filtration business and $770 million repayment of outstanding principal issued under the senior term loan credit facility.

Material Cash Requirements from Known Contractual and Other Obligations:

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

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

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

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

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

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

  • operational execution risks;

  • damage to our reputation or our brands;

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

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

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

  • exposure to interest rate and currency risks;

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

  • reduction in customers’ research budgets or government funding;

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

  • ongoing working relationships with certain key healthcare professionals;

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

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

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

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

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

  • risks associated with product liability claims;

  • climate change and measures to address climate change;

  • security breaches and other disruptions to information technology infrastructure;

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

  • pension and postretirement obligation liabilities;

  • any failure by 3M to perform any of its obligations under the various separation agreements in connection with the Spin-Off;

  • any failure to realize the expected benefits of the Spin-Off;

  • a determination by the IRS or other tax authorities that the Spin-Off or certain related transactions should be treated as taxable transactions;

  • financing transactions undertaken in connection with the Spin-Off 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 Spin-Off will exceed Solventum’s estimates; and

  • the impact of the Spin-Off on its businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of

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

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

Important information as to these factors can be found in this document, including, among others, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings of “Overview,” “Financial Condition and Liquidity” and annually in “Critical Accounting Estimates.” Discussion of these factors is incorporated by reference from Part 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.

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.

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

Evaluation of Disclosure Controls and Processes

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.

Changes in Internal Controls Over Financial Reporting

During the quarter ended June 30, 2025, we completed the initial phase of a new SAP enterprise resource planning system implementation, which we expect will enhance our transactional processing and financial reporting. The implementation included changes to certain financial processes impacting key controls related to our internal controls over financial reporting. We believe we have maintained appropriate internal control over financial reporting during the implementation and will continue to monitor the impact of the implementation on our processes, procedures and internal control over financial reporting. There have been no other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended September 30, 2025

PART II. Other Information

Item 1. Legal Proceedings

Discussion of legal matters is incorporated by reference from Part I, Item 1, Note 12, “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 2024 Annual Report on Form 10-K.

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 three months ended September 30, 2025, 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.

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, webcasts and certain social media channels, including the following LinkedIn accounts: https://www.linkedin.com/in/bryanchanson/, and https://www.linkedin.com/in/wayde-mcmillan-9b233b33/. The Company uses these channels to communicate with investors, customers and the public about the Company, its products and other issues and for complying with its disclosure obligations under Regulation FD. 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

(3.1)Amended and Restated Certificate of Incorporation of Solventum Corporation (incorporated by reference to Exhibit 3.1 from Solventum's Form 8-K, filed April 4, 2024)
(3.2)Amended and Restated Bylaws of Solventum Corporation (incorporated by reference to Exhibit 3.1 from Solventum's Form 8-K, filed September 26, 2024)
(4.1)Indenture, dated as of February 27, 2024, between Solventum Corporation and U.S. Bank Trust Company, N.A., as successor trustee, with respect to Solventum's senior notes, is incorporated by reference from Exhibit 4.1 to Amendment No.2 to the Company's Registration Statement on Form 10, filed March 11, 2024.
(4.2)First Supplemental Indenture, dated as of February 27, 2024, to Indenture dated as of February 27, 2024, between Solventum Corporation and U.S. Bank Trust Company, N.A., as successor trustee, with respect to Solventum’s senior debt notes, is incorporated by reference from Exhibit 4.2 to Amendment No. 2 to the Company's Registration Statement on Form 10, filed March 11, 2024.

Filed herewith, in addition to items, if any, specifically identified above:

(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)

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: November 6, 2025
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.)