Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 4/6 · 22/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · HIS contracts and embedded workflows establish a localized switching-cost advantage supported by adoption. HIS represented 16.3% of 2025 sales. IP protection elsewhere supports differentiation but does not demonstrate broad exclusionary strength.
durability · 2/4 · Long-term contracts, coding expertise and continuing upgrades support persistence, but contract lengths and renewal outcomes are missing. The proposed separation could remove HIS from Solventum, while dynamic software competition limits confidence.
customer dependency · 2/4 · Mission-critical HIS workflows and upgrades at existing customers support dependence. This is stronger evidence for HIS than for the whole issuer; comparable switching friction in the larger medical and dental businesses is unestablished.
erosion resilience · 2/4 · Continuing HIS adoption and broad first-half organic growth support commercial resilience despite competition. Advance orders contributed to second-quarter growth, pricing pressure has increased, and some licensed IP carries restrictions. Sustained competitive share protection is unproven.
Pouvoir de fixation des prix44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Prior price actions partly offset Dental volume declines, and another operating passage attributes margin improvement partly to price increases. These demonstrate some realized pricing ability, tempered by increased pricing pressure. Recent growth was primarily volume and mix, so it does not establish stronger current pricing.
retention · 2/4 · Existing-customer upgrades, expanded HIS adoption and embedded long-term arrangements support continuing demand. Retention is assessed from contractual and indirect operating evidence, without a fabricated renewal rate; new wins and advance orders cannot be separated fully from retained demand.
margin resilience · 2/4 · First-half gross profit and continuing segment income improved while consolidated operating income declined. First-quarter savings helped offset tariffs and inflation, but second-quarter improvements benefited from refunds and ERP timing. Dental previously absorbed logistics and standalone cost pressure, supporting a mixed assessment.
contractual freedom · 1/4 · Government convenience-termination rights weaken contractual demand protection, and reimbursement influences customer willingness to pay. HIS long-term contracts establish commitment but do not establish repricing freedom. This fragile grade reflects disclosed constraints; general price-setting rights and affected revenue coverage are missing.
Prévisibilité—
Five consecutive annual periods are required for predictability; the accepted history is incomplete.
Solidité financière25
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 61.88
- interestCoverageGrade
- 0.00
- currentRatioGrade
- 38.44
- Net debt / operating income (x)
- 1.91
- Current ratio (x)
- 1.23
- cashInterestPaid
- 442.00
- cashInterestCoverage
- 0.83
Allocation du capital—
Missing annual observations required by this category.
Qualité du management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · The completed divestiture and approximately $2 billion debt reduction support discipline. Against that, 2025 operating cash flow of $369 million was below $379 million capital spending, and first-half 2026 repurchases of $355 million accompanied $38 million operating cash flow and $167 million capital spending. Acquisition and repurchase returns remain unestablished.
incentive alignment · 2/4 · Actual 2025 awards combined PSUs and time-vesting RSUs, with three-year revenue, adjusted EPS and relative shareholder-return metrics. Earned bonuses demonstrate implementation. Individual multipliers and substantial compensation-specific cash flow adjustments weaken alignment with reported outcomes. Ownership holdings and eventual PSU vesting are missing.
execution · 2/4 · Adoption growth, improved continuing segment income, lower transition agreement expenses and substantially completed restructuring demonstrate progress. Consolidated operating income and first-half operating cash flow declined, while ERP advance orders and tariff refunds aided results. Commercial execution is inferred partly from operating outcomes rather than attributed entirely to management.
governance · 2/4 · Independent board leadership and committees, independence of every director except the CEO, majority voting and ownership/trading policies support oversight. The classified board through 2028 constrains accountability. These actual arrangements support a mixed grade without demonstrating exceptional oversight effectiveness.
Preuves
hospitals. Built on more than 40 years of medical coding expertise, Health Information Systems processes approximately 660 million clinical documents monthly and delivers mission-critical revenue cycle management, performance management and clinician productivity software through long-term contracts and deeply embedded workflows with health systems, physician practices and government payers.
HIS separation announcement / operating scale, long-term contracts and embedded workflows · Dépôt 05/08/2026
Operating in a roughly $10 billion addressable market estimated to be growing 5–6% annually, Health Information Systems' proprietary rules engine, extensive data assets and AI-driven autonomous coding capabilities provide a differentiated value proposition.
HIS separation announcement / proprietary rules engine, data assets and coding capabilities · Dépôt 05/08/2026
Growth was driven by both new customers and product upgrades at existing customers.
2024 segment performance / new customers and existing-customer upgrades · Dépôt 28/02/2025
Health Information Systems (16.3% of consolidated sales for year ended December 31, 2025) Year ended December 31, (Millions) 2025 2024 2023 Net sales $ 1,360 $ 1,306 $ 1,285 Increase/(decrease) Organic growth 4.0 % 1.6 % Other — — Constant currency 3.9 1.6 Currency impact 0.2 — Reported growth 4.1 % 1.6 % Business segment operating income $ 496 $ 431 $ 423 Percent change 15.0 % 1.9 % Percent of sales 36.5 % 33.0 % 32.9 % Year 2025 results: Sales in Health Information Systems were up 4.1%: •Positive organic growth was driven by expanded adoption of our Solventum™ 360 EncompassTM and performance management solutions.
2025 Health Information Systems segment performance · Dépôt 27/02/2026
Segment and Total Company Net Sales Three months ended June 30, Increase/(Decrease) (Millions) 2026 2025 Reported Growth Currency Impact Constant Currency Other Organic Growth Segment Sales Advanced Wound Care $ 537 $ 467 14.9 % 1.0 % 13.9 % 6.8 % 7.1 % Infection Prevention and Surgical Solutions 836 750 11.3 1.2 10.1 — 10.1 MedSurg 1,372 1,218 12.7 1.1 11.6 2.7 8.9 Dental Solutions 396 338 17.0 1.8 15.2 — 15.2 Health Information Systems 354 339 4.4 0.2 4.2 (1.2) 5.4 Purification and Filtration — 189 NM NM NM NM NM All Other 87 77 11.8 1.2 10.6 — 10.6 Total Company $ 2,209 $ 2,161 2.2 % 1.0 % 1.2 % (8.3) % 9.5 % Six months ended June 30, Increase/(Decrease) (Dollars in millions) 2026 2025 Reported Growth Currency Impact Constant Currency Other Organic Growth Segment Sales Advanced Wound Care $ 1,034 $ 915 12.9 % 1.7 % 11.2 % 6.6 % 4.6 % Infection Prevention and Surgical Solutions 1,573 1,460 7.7 2.2 5.5 — 5.5 MedSurg 2,607 2,375 9.7 2.0 7.7 2.6 5.1 Dental Solutions 750 667 12.5 3.1 9.4 — 9.4 Health Information Systems 696 667 4.3 0.5 3.8 (1.3) 5.1 Purification and Filtration — 369 NM NM NM NM NM All Other 163 153 6.4 1.7 4.7 — 4.7 Total Company $ 4,216 $ 4,231 (0.4) % 1.8 % (2.2) % (8.0) % 5.8 % 28 Table of Contents Segment and Total Company Operating Income Three months ended June 30, (Millions) 2026 2025 2026 vs 2025 change Segment Operating Income MedSurg $ 355 $ 210 68.7 % Dental Solutions 131 96 35.7 Health Information Systems 145 120 20.9 Purification and Filtration — 43 NM All Other 19 8 131.4 Corporate and Unallocated (469) (263) (77.5) Total Company $ 181 $ 214 (15.8) % Six months ended June 30, (Dollars in millions) 2026 2025 2026 vs 2025 change Segment Operating Income MedSurg $ 516 $ 416 23.9 % Dental Solutions 218 175 24.5 Health Information Systems 276 229 20.4 Purification and Filtration — 70 NM All Other 30 19 55.4 Corporate and Unallocated (778) (543) (43.0) Total Company $ 262 $ 367 (28.6) % 29 Table of Contents 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.
2026 second-quarter and first-half segment sales and operating income · Dépôt 05/08/2026
The health care software technology market in which we conduct our business, and the healthcare information technology ("HCIT") industry in general, is highly competitive and dynamic, characterized by the continual introduction of new products and technologies.
Competition / dynamic healthcare software market · Dépôt 27/02/2026
Principal competitors include Optum, Microsoft (Nuance), Epic, Oracle (Cerner), Waystar, Athena, and a host of start-up technologies actively working to disrupt the areas of revenue cycle management and clinician productivity.
Competition / named HIS competitors and disruptive entrants · Dépôt 27/02/2026
•Sales growth was negatively impacted by delays to customers’ investments in IT, which were driven by ongoing stress on hospital budgets.
2024 segment performance / delayed customer IT investment · Dépôt 28/02/2025
Transaction Process
Solventum is evaluating a range of separation alternatives and structures, either as an independent company, combined with a scaled player in the space or other transaction.
HIS separation announcement / alternatives under evaluation · Dépôt 05/08/2026
No decision has been made regarding the ultimate structure or timing of any potential transaction, and there can be no assurance that a separation will occur.
HIS separation announcement / no final structure, timing or assurance of completion · Dépôt 05/08/2026
To protect our proprietary technologies, Solventum relies on a combination of patent, design, utility model, trademark, copyright, and trade secret protections as well as regulatory exclusivity periods and confidentiality agreements.
Business / intellectual property protection · Dépôt 27/02/2026
While, in aggregate, our patents and other IP are vital to our operations, we do not consider any single IP asset or group of assets to be of material importance to any segment or to the business as a whole; rather, we believe understanding our customers’ needs, technology expertise, and manufacturing know-how are critical for our business.
Business / aggregate IP importance and absence of individually material IP groups · Dépôt 27/02/2026
49 Table of Contents Year 2024 results: Sales in Dental Solutions were down (2.6%): •Volume declines associated with softening end-market demand were partially offset by the favorable impact of prior year price actions.
2024 Dental performance / realized benefit from prior price actions · Dépôt 27/02/2026
Business segment operating income margin increased when compared to the same period last year driven by both price increases and lower spending, partially offset by wage inflation.
Segment performance / price increases and spending effects on margin · Dépôt 28/02/2025
Pricing pressure has also increased due to continued consolidation among healthcare providers, trends towards managed care, the shift towards governments becoming the primary payers of healthcare expenses, reduction in reimbursement levels and medical procedure volumes and government laws and regulations relating to sales and promotion, reimbursement and pricing generally.
Risk factors / increased pricing pressure · Dépôt 27/02/2026
Financial Information Item 1. Financial Statements Solventum Corporation Condensed Consolidated Statements of Income (Unaudited) Three months ended June 30, Six months ended June 30, (Millions, except per share data) 2026 2025 2026 2025 Net sales of product $ 1,698 $ 1,668 $ 3,211 $ 3,265 Net sales of software and rentals 511 493 1,005 966 Total net sales 2,209 2,161 4,216 4,231 Cost of product 807 865 1,603 1,700 Cost of software and rentals 116 121 231 242 Gross profit 1,286 1,175 2,382 2,289 Selling, general and administrative expenses 927 772 1,754 1,541 Research and development expenses 178 189 367 381 Operating income 181 214 262 367 Interest expense, net 64 103 125 207 Other expense (income), net 9 8 13 19 Income before income taxes 108 103 123 141 Provision for (benefit from) income taxes 15 13 19 (86) Net income $ 92 $ 90 $ 105 $ 227 Earnings per share: Basic earnings per share $ 0.53 $ 0.52 $ 0.60 $ 1.31 Diluted earnings per share 0.53 0.51 0.60 1.30 Weighted-average number of shares outstanding: Basic 172.7 174.1 173.5 173.9 Diluted 173.3 175.2 174.4 175.0 The accompanying notes are an integral part of these condensed consolidated financial statements.
2026 first-half consolidated income statement · Dépôt 05/08/2026
Business segment operating income margin decreased when compared to the same period last year as a result of higher logistics costs, tariffs and other costs to operate our standalone structure after Spin-Off.
2025 Dental performance / realized logistics, tariff and standalone cost pressure · Dépôt 27/02/2026
Second Quarter and First Six Months 2026 Financial Results
Three months ended June 30,
Six Months Ended June 30,
(Dollars in millions, except per share amounts)
2026
2025
Year-over-year change
2026
2025
Year over year change
Net sales
$
2,209
$
2,161
2.2
%
$
4,216
$
4,231
(0.4)
%
Selling, general and administrative expenses
$
927
$
772
20.1
%
$
1,754
$
1,541
13.8
%
Research and development expenses
$
178
$
189
(5.8)
%
$
367
$
381
(3.7)
%
Operating income margin
8.2
%
9.9
%
(170) bps
6.2
%
8.7
%
(250) bps
Adjusted operating income margin1
28.4
%
21.9
%
650 bps
24.2
%
20.8
%
340 bps
Net income
$
92
$
90
2.2
%
$
105
$
227
(53.7)
%
Diluted earnings per share
$
0.53
$
0.51
3.9
%
$
0.60
$
1.30
(53.8)
%
Adjusted diluted earnings per share1
$
2.55
$
1.69
50.9
%
$
4.02
$
3.03
32.7
%
Net cash provided by (used in) operating activities
$
•Organic sales growth of +9.5% in the quarter reflects strong performance across all reportable segments, primarily driven by volume and product mix and including the expected benefit of advance orders placed ahead of ERP cutovers.
Second-quarter results / volume, mix and advance orders ahead of ERP cutovers · Dépôt 05/08/2026
•GAAP and adjusted gross margin both increased, driven by IEEPA tariff refund.
Second-quarter results / tariff refund contribution to gross margin · Dépôt 05/08/2026
Adjusted operating income margin increased primarily due to a combination of IEEPA tariff refund and ERP-timing benefit.
Second-quarter results / tariff refund and ERP timing contribution to adjusted operating margin · Dépôt 05/08/2026
federal government, can terminate contracts for their convenience or for Solventum’s default.
Government contracts / termination rights · Dépôt 27/02/2026
The coverage policies and reimbursement levels of third-party payers, which can vary among public and private sources and by country, may affect which products customers purchase and the prices they are willing to pay for those products in a particular jurisdiction.
Reimbursement risk / payer influence on purchases and willingness to pay · Dépôt 27/02/2026
Key accomplishments included: •Completing the divestiture of the Purification & Filtration business, enabling the Company to reduce debt by approximately $2 billion, strengthening its balance sheet allowing for stronger financial flexibility in the future; •Successful acquisition of Acera Surgical, expanding the Company’s advanced wound care portfolio with a business that is expected to be EPS accretive in 2027; 2026 Proxy statement 49 Compensation discussion and analysis •Successfully completed our first restructuring and enhancing the commercial teams to drive growth and innovation and launched five-year transformation and restructuring program to invest into the future, strengthen operating performance and fuel innovation for profitable growth; •Successfully executing on critical separation activities, including the ongoing ERP cutover and move to Solventum-owned distribution centers and manufacturing sites; •Building an experienced management team with strong MedTech experience and strong transformation experience, introducing significant new talent across the organization without creating disruption to the business or performance; and •Inspiring excellence and innovation through ongoing dedicated engagement with employees.
Compensation discussion / completed divestiture, debt reduction and other reported accomplishments · Dépôt 27/03/2026
($ in millions) Fiscal year 2025 Major GAAP Cash Flow Categories Net cash provided by operating activities $ 369 Net cash provided by (used in) investing activities 2,797 Net cash used in financing activities (3,057) Free cash flow (non-GAAP) Net cash provided by operating activities 369 Purchases of property, plant and equipment (379) Free cash flow (non-GAAP) (10) Adjustments for compensation purposes1 540 Free cash flow (non-GAAP) 530 (1)Adjustments made by the Talent Committee for compensation purposes include impacts from the sale of the Company’s Purification and Filtration business, the Company’s separation from 3M, tariff-related impacts, and the Company’s acquisition of Acera Surgical.
2025 cash flow reconciliation / reported cash generation, capital spending and compensation adjustments · Dépôt 27/03/2026
6 Table of Contents Solventum Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, (Millions) 2026 2025 Cash Flows from Operating Activities Net income $ 105 $ 227 Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation and amortization 268 251 Pension and postretirement benefits 27 32 Stock-based compensation expense 89 83 Deferred income taxes (88) (177) Changes in assets and liabilities Accounts receivable (286) (15) Due from related parties 27 4 Inventories 18 (77) Accounts payable 26 23 Due to related parties (117) (6) Accrued compensation (101) (47) All other operating activities — net 68 (100) Net cash provided by operating activities 38 198 Cash Flows from Investing Activities Purchases of property, plant and equipment (167) (219) Other — net 3 (5) Net cash used in investing activities (164) (224) Cash Flows from Financing Activities Repayment of debt — (200) Proceeds from debt, net of issuance costs 46 — Net transfers from (to) 3M 2 (30) Purchases of treasury stock (355) — Other — net (44) (19) Net cash used in financing activities (350) (249) Effect of exchange rate changes on cash and cash equivalents 1 7 Net increase (decrease) in cash and cash equivalents (475) (268) Cash and cash equivalents at beginning of period 878 762 Less: cash and cash equivalents held for sale — (2) Cash and cash equivalents at end of period $ 403 $ 492 Supplemental Cash Flow Information Non-cash investing and financing activity: Right-of-use assets obtained in exchange for finance lease liability $ 204 $ — The accompanying notes are an integral part of these condensed consolidated financial statements.
2026 first-half cash flow statement / cash generation, capital spending and repurchases · Dépôt 05/08/2026
CEO target pay mix 92% At-Risk Average of other NEOs target pay mix 81% At-Risk Base Salary Annual Incentive Pay Performance Share Awards Restricted Stock Units Numbers in charts are rounded to the nearest whole number 2025 Pay elements Base salary Annual Incentive Plan (AIP) Long-term equity awards Benefits & other perquisites Benchmarked and set to reward for skills, experience, performance, responsibility, and leadership 100% Performance based: 50% Constant Currency Revenue 30% Adjusted Operating Income 20% Free Cash Flow Individual Goals Modifier 50% Performance Share Units: 50% 3-year Constant Currency Cumulative Revenue Growth 30% 3-year Cumulative Adjusted EPS 20% 3-year rTSR 50% Restricted Stock Units: 3-year vesting period Benchmarked to market practice to help attract, retain and reward talent 44 Compensation discussion and analysis 2025 Performance summary Fiscal year 2025 marked Solventum’s first full year as a public company and a period of meaningful progress.
2025 compensation / annual and three-year incentive metrics and weights · Dépôt 27/03/2026
50 Compensation discussion and analysis In 2025, these awards were equally split between PSUs and time-vesting RSUs (“annual PSUs” and “annual RSUs”).
2025 compensation / actual annual PSU and RSU award mix · Dépôt 27/03/2026
Executive 2025 Base salary ($)1 AIP target (% Base salary)2 Business performance factor Individual performance multiplier Final AIP payout ($) Bryan Hanson 1,350,000 150 1.23 1.20 2,988,900 Wayde McMillan 776,316 98 1.23 1.20 1,118,221 Heather Knight3 113,973 100 1.23 1.00 140,186 Marcela Kirberger 728,724 75 1.23 1.15 773,085 Amy Landucci 684,945 90 1.23 1.15 871,969 Chris Barry4 996,849 100 1.23 1.00 1,226,125 (1)Amounts shown represent adjusted annual base salary rate for the year reflecting any merit-based adjustments or pro-ration for partial year worked, as applicable (2)The AIP Target amount for Mr.
2025 compensation / earned incentive payouts and individual multipliers · Dépôt 27/03/2026
•Transition agreement expenses for the three and six months ended June 30, 2026 were $97 million and $201 million, respectively, and for both the three and six months ended June 30, 2025 were $135 million and $272 million, respectively, and are related to services received under transition agreements between the Company and 3M and its affiliates.
Related parties / declining transition agreement expenses · Dépôt 05/08/2026
The actions under the Solventum Way restructuring program are substantially complete.
Restructuring / substantially completed Solventum Way actions · Dépôt 05/08/2026
page 12 Governance highlights Board practices •Independent Board Chair and Board Committees •Independent directors meet regularly without management present •Annual Board and committee self-assessment •Regular review of the company’s risk profile (including cybersecurity, IT, artificial intelligence, geopolitical, human capital management and sustainability) •Other board service limited to four public companies (limit of two for public company CEOs) •Non-employee director retirement at age of 75 Shareholder accountability •Majority vote standard for uncontested director elections •Annual director elections beginning in 2028 •Annual say-on-pay vote •Active shareholder outreach and engagement Other governance practices •Stock ownership guidelines for Section 16 officers and directors •Anti-pledging, anti-hedging, and anti-short selling policies Director skills 10/12 10/12 9/12 11/12 12/12 Healthcare Industry Executive Leadership Financial Acumen & Experience International & Global Operations Strategy & M&A 9/12 7/12 6/12 10/12 9/12 Science, Technology, Research & Innovation Quality, Regulatory & Compliance Corporate Sales, Marketing & Brand Management Risk Management Human Capital Management 8 Proxy statement summary Board at a glance Class II Directors with terms expiring at the 2026 annual meeting Carlos Albán Former Vice Chairman, Chief Commercial Officer, Abbvie Inc.
Governance highlights / independent leadership, voting and ownership policies · Dépôt 27/03/2026
Our Board has determined that a majority of the directors of Solventum, including all of our directors other than our CEO, are independent under the Director Independence Guidelines and the NYSE listing standards for independence.
Corporate governance / director independence determination · Dépôt 27/03/2026
•until the annual stockholder meeting in 2028, Solventum’s Board of Directors will be divided into classes, which could have the effect of making the replacement of incumbent directors more time consuming and difficult;
Anti-takeover provisions / classified board through 2028 · Dépôt 27/02/2026
•GAAP and adjusted gross margin both increased by 80 bps due to programmatic savings, portfolio moves, sales leverage and mix, partially offset by tariffs and inflation headwinds.
First-quarter results / savings, portfolio, leverage and mix offsetting cost pressure · Dépôt 05/05/2026
•The 3M Agreements may limit Solventum’s ability to fully exploit certain intellectual property due to certain field of use restrictions on the licenses granted between the parties, which may permit 3M to compete with Solventum using intellectual property owned by or licensed to Solventum.
Separation agreements / IP field-of-use restrictions and potential competition from 3M · Dépôt 27/02/2026
