Solstice Advanced Materials Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
Contents
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
CONDENSED COMBINED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in millions, except per share amount)
| For The Three Months Ended September 30, | For The Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Product sales1 | $905 | $843 | $2,687 | $2,621 |
| Service sales2 | 64 | 64 | 212 | 236 |
| Net sales | 969 | 907 | 2,899 | 2,857 |
| Costs, expenses and other | ||||
| Cost of products sold3 | 613 | 528 | 1,745 | 1,674 |
| Cost of services sold | 46 | 47 | 162 | 182 |
| Total cost of products and services sold | 659 | 575 | 1,907 | 1,856 |
| Research and development expenses | 26 | 21 | 70 | 62 |
| Selling, general and administrative expenses | 113 | 107 | 309 | 303 |
| Transaction-related costs | 32 | 3 | 90 | 6 |
| Other expense (income) | (36) | 1 | (43) | (2) |
| Interest and other financial charges | 2 | 3 | 5 | 11 |
| Total costs, expenses and other | 796 | 710 | 2,338 | 2,236 |
| Income before taxes | 173 | 197 | 561 | 621 |
| Income tax expense | 182 | 49 | 330 | 150 |
| Net (loss) income | (9) | 148 | 231 | 471 |
| Less: Net income (loss) attributable to noncontrolling interest | 26 | (4) | 35 | 10 |
| Net (loss) income attributable to Solstice Advanced Materials | $(35) | $152 | $196 | $461 |
Product sales include related party product sales of $22 million and $31 million for the three months and $60 million and $65 million, for the nine months ended September 30, 2025 and 2024, respectively.
Service sales include related party service sales of $0 million for the three months and $0 million and $29 million, for the nine months ended September 30, 2025 and 2024, respectively.
Cost of products sold include related party cost of products sold of $6 million and $2 million for the three months and $14 million and $13 million, for the nine months ended September 30, 2025 and 2024, respectively.
CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
| For The Three Months Ended September 30, | For The Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net (loss) income | $(9) | $148 | $231 | $471 |
| Other comprehensive income (loss), net of tax | ||||
| Foreign exchange translation adjustment | (5) | 50 | 83 | 12 |
| Pension and other postretirement benefit adjustments | (1) | (1) | (3) | (2) |
| Cash flow hedges recognized in other comprehensive income | 6 | (2) | (31) | 2 |
| Less: Reclassification adjustment for gains (losses) included in net income | 10 | (6) | 10 | (10) |
| Changes in fair value of cash flow hedges | 16 | (8) | (21) | (8) |
| Total other comprehensive (loss) income, net of tax | 10 | 41 | 59 | 2 |
| Comprehensive (loss) income | $1 | $189 | $290 | $473 |
CONDENSED COMBINED BALANCE SHEETS (Unaudited)
| As of | ||
|---|---|---|
| September 30, 2025 | December 31, 2024 | |
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $417 | $661 |
| Accounts receivable, less allowances of $6 and $7, respectively1 | 635 | 569 |
| Inventories | 732 | 558 |
| Other current assets | 94 | 73 |
| Total current assets | 1,878 | 1,861 |
| Property, plant and equipment – net | 1,947 | 1,746 |
| Goodwill | 820 | 806 |
| Intangible assets – net | 39 | 35 |
| Deferred income taxes | 2 | 3 |
| Product loans receivable2 | 274 | 264 |
| Investments | 159 | 146 |
| Other assets3 | 128 | 142 |
| Total assets | $5,247 | $5,004 |
| LIABILITIES | ||
| Current liabilities: | ||
| Accounts payable4 | $872 | $778 |
| Finance lease liability, current | 13 | 22 |
| Accrued liabilities5 | 341 | 283 |
| Total current liabilities | 1,226 | 1,083 |
| Deferred income taxes | 174 | 179 |
| Product loans payable | 311 | 293 |
| Finance lease liability, non-current | 108 | 37 |
| Other noncurrent liabilities | 247 | 230 |
| Total liabilities | 2,066 | 1,822 |
| Commitments and contingencies | ||
| EQUITY | ||
| Net Parent investment | 3,382 | 3,471 |
| Accumulated other comprehensive loss | (154) | (213) |
| Total Net Parent investment | 3,228 | 3,258 |
| Noncontrolling interest | (47) | (76) |
| Total equity | 3,181 | 3,182 |
| Total liabilities and equity | $5,247 | $5,004 |
Accounts receivable include related party receivables of $31 million and $40 million, as of September 30, 2025 and December 31, 2024, respectively.
Product loans receivable include related party loans receivables of $162 million and $156 million as of September 30, 2025 and December 31, 2024, respectively.
Other assets include related party long-term receivables of $0 million and $7 million as of September 30, 2025 and December 31, 2024, respectively.
Accounts payable include related party accounts payables of $3 million and $3 million as of September 30, 2025 and December 31, 2024, respectively.
Accrued liabilities include related party payables of $66 million and $60 million as of September 30, 2025 and December 31, 2024, respectively.
CONDENSED COMBINED STATEMENTS OF CASH FLOWS (Unaudited)
| For The Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Net income | $231 | $471 |
| Adjustments to reconcile net income to net cash provided by operating activities | ||
| Depreciation | 151 | 126 |
| Amortization | 15 | 35 |
| Equity income of affiliated companies | (15) | (15) |
| Gain on sale of fixed assets | (15) | — |
| Stock compensation expense | 19 | 13 |
| Deferred income taxes | (6) | (5) |
| Other | 1 | 2 |
| Changes in assets and liabilities | ||
| Accounts receivable1 | (46) | 18 |
| Inventories | (150) | 4 |
| Other current assets | (24) | (13) |
| Accounts payable2 | 82 | (35) |
| Deferred income and customer advances | 2 | (43) |
| Accrued liabilities3 | 26 | 45 |
| Other changes in assets and liabilities4 | 18 | (36) |
| Net cash provided by operating activities | 289 | 567 |
| Cash flows from investing activities: | ||
| Capital expenditures | (248) | (201) |
| Cash paid for long-life catalysts and deferred maintenance | (1) | (1) |
| Proceeds from disposals of property, plant, and equipment | 23 | — |
| Other | (2) | (2) |
| Net cash used for investing activities | (228) | (204) |
| Cash flows from financing activities: | ||
| Net transfers to Parent | (310) | (297) |
| Finance lease payments | (18) | (28) |
| Net cash used for financing activities | (328) | (325) |
| Effect of foreign exchange rate changes on cash and cash equivalents | 23 | 1 |
| Net increase in cash and cash equivalents | (244) | 39 |
| Cash and cash equivalents at beginning of period | 661 | 606 |
| Cash and cash equivalents at end of period | $417 | $645 |
Includes decrease in related party receivables of $9 million and $5 million for the nine months ended September 30, 2025 and 2024, respectively.
Includes increase/(decrease) in related party accounts payables of $1 million and $(5) million for the nine months ended September 30, 2025 and 2024, respectively.
Includes increase in related party accrued liabilities of$5 millionand$5 million for the nine months ended September 30, 2025 and 2024, respectively.
Includes decrease/(increase) in related party long-term receivable of $7 million and $(7) million for the nine months ended September 30, 2025 and 2024, respectively.
CONDENSED COMBINED STATEMENTS OF EQUITY (Unaudited)
| Net Parent Investment | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Equity | |
|---|---|---|---|---|
| Balance as of June 30, 2025 | $3,706 | $(164) | $(69) | $3,473 |
| Net (loss) income | (35) | — | 26 | (9) |
| Foreign exchange translation adjustment | — | (5) | — | (5) |
| Pension and other postretirement benefit adjustments | — | (1) | — | (1) |
| Changes in fair value of cash flow hedges | — | 16 | — | 16 |
| Noncontrolling interest | — | — | (4) | (4) |
| Net transfers to Parent | (289) | — | — | (289) |
| Balance as of September 30, 2025 | $3,382 | $(154) | $(47) | $3,181 |
| Balance as of June 30, 2024 | $3,404 | $(197) | $(73) | $3,134 |
| Net income (loss) | 152 | — | (4) | 148 |
| Foreign exchange translation adjustment | — | 50 | — | 50 |
| Pension and other postretirement benefit adjustments | — | (1) | — | (1) |
| Changes in fair value of cash flow hedges | — | (8) | — | (8) |
| Net transfers to Parent | (106) | — | — | (106) |
| Balance as of September 30, 2024 | $3,450 | $(156) | $(77) | $3,217 |
| Net Parent Investment | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Total Equity | |
|---|---|---|---|---|
| Balance as of December 31, 2024 | $3,471 | $(213) | $(76) | $3,182 |
| Net income | 196 | — | 35 | 231 |
| Foreign exchange translation adjustment | — | 83 | — | 83 |
| Pension and other postretirement benefit adjustments | — | (3) | — | (3) |
| Changes in fair value of cash flow hedges | — | (21) | — | (21) |
| Noncontrolling interest | — | — | (6) | (6) |
| Net transfers to Parent | (285) | — | — | (285) |
| Balance as of September 30, 2025 | $3,382 | $(154) | $(47) | $3,181 |
| Balance as of December 31, 2023 | $3,269 | $(158) | $(83) | $3,028 |
| Net income | 461 | — | 10 | 471 |
| Foreign exchange translation adjustment | — | 12 | — | 12 |
| Pension and other postretirement benefit adjustments | — | (2) | — | (2) |
| Changes in fair value of cash flow hedges | — | (8) | — | (8) |
| Noncontrolling interest | — | — | (4) | (4) |
| Net transfers to Parent | (280) | — | — | (280) |
| Balance as of September 30, 2024 | $3,450 | $(156) | $(77) | $3,217 |
NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS (Unaudited)
(Dollars in millions, unless otherwise noted)
Note 1. Business Overview and Basis of Presentation
The accompanying Condensed Combined Financial Statements and notes present the combined results of operations, financial position and cash flows of the Solstice Advanced Materials business (“Solstice Advanced Materials”, “Solstice”, the “Business” or the “Company”) of Honeywell International Inc. (“Honeywell” or “Parent”). The Company is a global specialty chemicals and advanced materials company with positions in refrigerants, semiconductor materials, protective fibers, and healthcare packaging.
On October 8, 2024, Honeywell announced its plan to spin off its Advanced Materials business into an independent, U.S. publicly traded company through a pro rata distribution of all of the outstanding common shares of Solstice Advanced Materials to Honeywell shareholders (the “Spin-off”) that is tax-free for U.S. federal tax purposes. On October 30, 2025, the Spin-off was consummated by means of a tax-free pro-rata distribution (the “Distribution”) of all of the issued and outstanding Solstice Advanced Materials common shares to Honeywell’s shareholders of record as of October 17, 2025 (the “Record Date”), at which time each holder of Honeywell's common shares received one Solstice Advanced Materials common share for every four Honeywell common shares held as of the close of business on the Record Date, resulting in the Distribution of 158,727,456 of the Company’s common shares to Honeywell shareholders. Upon completion of the Distribution, on October 30, 2025, the Company commenced “regular way” trading as an independent public company under the ticker symbol “SOLS” on The Nasdaq Stock Market (“Nasdaq”). Following the Distribution, Honeywell does not beneficially own any Solstice Advanced Materials common shares and will no longer consolidate Solstice Advanced Materials with Honeywell’s financial results. See Note 8, “Long-Term Debt” and Note 14, “Subsequent Events,” for additional information on the Spin-off and related transactions.
For the periods prior to the Spin-off, including those presented in these Condensed Combined Financial Statements, the Business historically operated as part of Honeywell’s Energy and Sustainability Solutions reportable business segment; consequently, separate financial statements have not historically been prepared for the Business. The Condensed Combined Financial Statements have been derived from Honeywell’s historical accounting records as if the operations of the Business had been conducted independently from Honeywell and were prepared on a stand-alone basis in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) necessary for a fair statement of the condensed combined results of operations, financial position, and cash flows for each period presented.
The combined results for the interim periods are not necessarily indicative of results to be expected for the full year. The 2024 year-end Combined Financial Statements were derived from Honeywell’s audited financial statements. These financial statements should be read in conjunction with the audited Combined Financial Statements included in our final Information Statement, dated as of October 17, 2025 (the “Information Statement”).
The Condensed Combined Financial Statements include all revenues and costs directly attributable to the Business and an allocation of expenses related to certain Honeywell corporate functions (refer to Note 3. – “Related Party Transactions”). These expenses are allocated to the Business based on a proportion of net sales. The Business and Honeywell consider these allocations to be a reasonable reflection of the utilization of services or the benefits received. However, the allocations may not be indicative of the actual expenses that would have been incurred had the Business operated as an independent, stand-alone entity, nor are they indicative of future expenses of the Business.
The Condensed Combined Financial Statements include assets and liabilities specifically attributable to the Business and certain assets and liabilities held by Honeywell that are specifically identifiable or otherwise attributable to the Business. For the periods prior to the Spin-off, including those presented in these Condensed Combined Financial
Statements, Honeywell used a centralized approach to cash management and financing of its operations. Accordingly, a substantial portion of the Business’ cash accounts were regularly cleared to the Parent at Honeywell’s discretion and Honeywell funded the Business’s operating and investing activities as needed. Transfers of cash between Honeywell and the Business are included within Net transfers to Parent on the Condensed Combined Statements of Cash Flows and the Condensed Combined Statements of Equity. Cash and cash equivalents in the Condensed Combined Financial Statements represent cash and cash equivalents held by, or amounts otherwise attributable to, the Business. Honeywell’s long-term debt and related interest expense are not attributed to the Business for any of the periods presented as the Business is not the legal obligor of such borrowings and Honeywell’s borrowings are not directly attributable to the Business. This arrangement is not reflective of the debt costs the Business would have incurred had it been a stand-alone business separate from Honeywell during the periods presented.
All intercompany transactions and balances within the Business have been eliminated. Transactions between the Business and Honeywell are deemed to have been settled immediately through Net Parent investment. The net effect of the deemed settled transactions is reflected in the Condensed Combined Statements of Cash Flows as Net transfers to Parent within financing activities and in the Condensed Combined Balance Sheets as Net Parent investment. Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain items have been recast to conform to current-period presentation.
Solstice Advanced Materials historically reports its quarterly financial information using a calendar convention; the first, second, and third quarters are consistently reported as ended on March 31, June 30, and September 30, respectively. It is Solstice Advanced Materials’ practice to establish actual quarterly closing dates using a predetermined fiscal calendar, which requires Solstice Advanced Materials’ businesses to close their books on a Saturday in order to minimize the potentially disruptive effects of quarterly closing on the Company’s business processes. The effects of this practice are generally not significant to reported results for any quarter and only exist within a reporting year. In the event differences in actual closing dates are material to year-over-year comparisons of quarterly or year-to-date results, Solstice Advanced Materials will provide appropriate disclosures. Solstice Advanced Materials’ actual closing dates for the nine months ended September 30, 2025, and 2024, were September 27, 2025, and September 28, 2024, respectively.
Note 2. Summary of Significant Accounting Policies
The significant accounting policies of the Company are set forth in Note 2. – “Summary of Significant Accounting Policies” within the Company’s audited Combined Financial Statements as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023, and 2022, which can be found in the Information Statement. The Company includes herein certain updates to those policies.
Supply Chain Financing
Amounts outstanding related to supply chain financing programs are included in Accounts payable in the Condensed Combined Balance Sheet. Accounts payable included approximately $111 million and $96 million as of September 30, 2025 and December 31, 2024, respectively, related to supply chain financing programs.
Transaction-related costs
The Company classifies certain expenses related to the Spin-off, acquisitions and divestitures as Transaction-related costs in the Condensed Combined Income Statement. The Transaction-related costs include one-time and non-recurring expenses associated with the separation and stand-up of functions required to operate as a standalone public entity. These non-recurring costs primarily relate to legal, accounting, consulting and other professional service fees, system implementation costs, business and facilities separation, development of our brand and other matters.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's Condensed Combined Financial Statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with Accounting Standards Codification (“ASC”) 360, Property, Plant, and Equipment. The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company's Condensed Combined Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires companies to disclose additional information about the types of expenses in commonly presented expense captions. The new standard requires tabular disclosure of specified natural expenses in certain expense captions, a qualitative description of amounts that are not separately disaggregated, and disclosure of the Company's definition and total amount of selling expenses. The ASU should be applied prospectively for annual reporting periods beginning after December 15, 2026, with retrospective application and early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company's Condensed Combined Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, which requires greater disaggregation of income tax disclosures. The new standard requires additional information to be disclosed annually with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is currently evaluating the impact of this guidance on the Company’s Condensed Combined Financial Statements.
Note 3. Related Party Transactions
Corporate Allocations
Prior to the Spin-off, the Company operated as a part of Honeywell’s Energy and Sustainability Solutions reporting segment. The Condensed Combined Financial Statements reflect allocations of certain expenses from Honeywell including, but not limited to, legal, accounting, information technology, human resources and other infrastructure support. The allocation method used was a pro rata basis of net sales, utilizing the Company’s proportion of total Honeywell revenue in each respective year, relative to the Honeywell expense cost pool. Allocations for management costs and corporate support services provided to the Company totaled $56 million and $171 million for the three and nine months ended September 30, 2025, respectively, and totaled $51 million and $157 million for the three and nine months ended September 30, 2024, respectively, and such amounts are included within Selling, general and administrative expenses in the Condensed Combined Statements of Operations. These corporate allocations include stock-based compensation expense allocated to the Company for corporate and shared employees of $4 million and $12 million and U.S. pension service costs of $1 million and $2 million for the three and nine months ended September 30, 2025, respectively, and $3 million and $9 million and U.S. pension service costs of $1 million and $2 million for the three and nine months ended September 30, 2024, respectively.
Related Party Sales and Purchases
Product sales to affiliates
Product and service sales in the Condensed Combined Statements of Operations include sales to Honeywell or its affiliates of $22 million and $60 million for the three and nine months ended September 30, 2025, respectively, and $31 million and $94 million for the three and nine months ended September 30, 2024, respectively.
These product sales are reflected on the Condensed Combined Balance Sheets. Accounts receivable – net includes $31 million and $40 million of these transactions as of September 30, 2025 and December 31, 2024, respectively.
Purchases from affiliates
Purchases made by the Company from Honeywell or its affiliates were $6 million and $14 million for the three and nine months ended September 30, 2025, respectively, and $2 million and $13 million for the three and nine months ended September 30, 2024, respectively.
Accounts payable includes $3 million and $3 million as of September 30, 2025 and December 31, 2024, respectively, related to such transactions.
In addition to normal recurring purchases, ConverDyn, the Company’s joint venture with General Atomics, holds accrued liabilities of $66 million and $60 million as of September 30, 2025 and December 31, 2024, respectively. These liabilities are due to an affiliate of General Atomics relating to payments owed by ConverDyn for the standby costs of maintaining a uranium conversion facility owned by such affiliate of General Atomics. These payments cannot be paid by ConverDyn until ConverDyn fully pays to the Company the costs of operating the Alternative Energy Services Facility (“AES Facility”). Until repaid, these obligations to the affiliate General Atomics accrue interest at the U.S. prime rate plustwo percent.
Product loans
During 2024, ConverDyn entered into an arrangement to borrow certain products from a customer of ConverDyn and loan such products to an affiliate of General Atomics until December 31, 2026, in exchange for a fixed fee billed annually. Service net sales within the Condensed Combined Statements of Operations includes $0 million for the three and nine months ended September 30, 2025, respectively and $0 million and $29 million for the three and nine months ended September 30, 2024, respectively, related to this arrangement. As of September 30, 2025 and December 31, 2024, the Condensed Combined Balance Sheets includes unbilled Accounts receivable of approximately $7 million and $18 million, and Product loans receivable of approximately $162 million and $156 million, related to the loan fees receivable and the uranium ore Product loans receivable, respectively. Related to this matter, as of September 30, 2025, the Combined Balance Sheet included short-term and long-term payables and obligations in respect of loan fees payable and loans payable from ConverDyn to such customer of approximately $1 million and approximately $162 million, respectively, resulting in a net position of approximately $6 million loan fees receivable and approximately $0 million loans payable/receivable for ConverDyn related to these arrangements.
Cash Management and Net Parent Investment
For the periods prior to the Spin-off, including those presented in these Condensed Combined Financial Statements, Honeywell used a centralized approach for the purpose of cash management and financing of its operations. The Company’s excess cash was transferred to Honeywell daily, and Honeywell funded the Company’s operating and investing activities as needed. The Company operates a centralized non-interest-bearing cash pool in the U.S. and regional interest-bearing cash pools outside of the U.S. The total net effect of the settlement of these intercompany transactions is reflected in the Condensed Combined Statements of Cash Flows as a financing activity and in the Condensed Combined Balance Sheets as Net Parent investment.
Parent Company Credit Support
Honeywell provided the Company with Parent credit support in certain jurisdictions. To support the Company in selling products and services globally, Honeywell often entered into contracts on behalf of the Company or issued
Parent guarantees. Honeywell provided similar credit support for some non-customer related activities of the Company, including Parent guarantees for the decommissioning of nuclear facilities required by the Nuclear Regulatory Commission as well as environmental remediation of certain sites (refer to Note 12. - “Commitments and Contingencies” for further details). There are no instances under the Company’s existing customer contracts requiring payments or performance under Parent company guarantees. As such, the Company recorded no amounts related to Parent company guarantees in the Condensed Combined Financial Statements as of or for the three and nine months ended September 30, 2025 and 2024, respectively.
Note 4. Revenue Recognition and Contracts with Customers
The Company has a comprehensive offering of products and services sold to a variety of customers in multiple end markets. See the following disaggregated revenue table and related discussions by reportable business segment for details:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Refrigerants & Applied Solutions | ||||
| Refrigerants | $400 | $328 | $1,144 | $995 |
| Building Solutions and Intermediates | 175 | 181 | 538 | 548 |
| Alternative Energy Services | 63 | 64 | 245 | 366 |
| Healthcare Packaging | 49 | 57 | 152 | 166 |
| Net Refrigerants & Applied Solutions | 687 | 630 | 2,079 | 2,075 |
| Electronic & Specialty Materials | ||||
| Research and Performance Chemicals | 126 | 128 | 379 | 357 |
| Electronic Materials | 103 | 99 | 297 | 287 |
| Safety and Defense Solutions | 53 | 50 | 144 | 138 |
| Net Electronic & Specialty Materials | 282 | 277 | 820 | 782 |
| Net sales | $969 | $907 | $2,899 | $2,857 |
Contract Balances
The Company tracks progress on satisfying performance obligations under contracts with customers and records the related billings and cash collections on the Condensed Combined Balance Sheets in Accounts receivable – net. Unbilled receivables (contract assets) arise when the revenue associated with the contract is recognized prior to billing and derecognized when billed in accordance with the terms of the contract. Deferred revenue (contract liabilities) arise when customers remit contractual cash payments in advance of the Company satisfying performance obligations under contractual arrangements. Contract liabilities are derecognized when revenue is recorded.
Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. The following table summarizes the Company’s contract assets and liabilities balances:
| 2025 | 2024 | |
|---|---|---|
| Contract assets - January 1 | $51 | $26 |
| Contract assets – September 30 | 38 | 55 |
| Change in contract assets - (decrease) increase | (13) | 29 |
| Contract liabilities - January 1 | (39) | (59) |
| Contract liabilities – September 30 | (41) | (15) |
| Change in contract liabilities - decrease (increase) | (2) | 43 |
| Net change | $(15) | $72 |
When contracts are modified to account for changes in contract specifications and requirements, the Company considers whether the modification either creates new or changes the existing enforceable rights and obligations.
When the modifications include additional performance obligations that are distinct and at stand-alone selling price, they are accounted for as a new contract and performance obligations, which are recognized prospectively. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For the nine months ended September 30, 2025 and 2024, the Company recognized revenue of $0 million and $39 million, respectively, that was previously included in the beginning balance of contract liabilities.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account. The Company allocates a contract’s transaction price to each distinct performance obligation and recognizes revenue when, or as, the performance obligation is satisfied. When contracts with customers require highly complex integration or manufacturing services not separately identifiable from other promises in the contracts and, therefore, not distinct, then the entire contract is accounted for as a single performance obligation. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the estimated relative stand-alone selling price of each distinct good or service in the contract. For product sales, each product sold to a customer typically represents a distinct performance obligation. In such cases, the observable stand-alone sales are used to determine the stand-alone selling price.
Performance obligations satisfied as of a point in time are supported by contracts with customers, providing a framework for the nature of the distinct goods, services or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. Substantially all of the Company’s revenue relates to transfer of control of products at a point in time.
As of September 30, 2025, the Company’s remaining performance obligations (“RPO”), which is the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied was approximately $2,866 million. RPO as of September 30, 2025 will be satisfied over the course of future periods. The Company’s disclosure of the timing for satisfying the performance obligation is based on the requirements of contracts with customers. The timing of satisfaction of the Company’s performance obligations does not significantly vary from the typical timing of payment. However, from time to time, these contracts may be subject to modifications, impacting the timing of satisfying the performance obligations. Performance obligations expected to be satisfied within one year and greater than one year are 36% and 64%, respectively.
Note 5. Income Taxes
The effective tax rate in 2025 was higher than the U.S. federal statutory rate of 21% and increased during 2025 compared to 2024 as a result of discrete tax adjustments related to restructuring in advance of the Spin-off from Honeywell.
On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives, and accelerating the phase-out of or repealing others.
Note 6. Inventories
The following table presents the balances of inventories by type:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Raw materials | $78 | $67 |
| Work in process | 220 | 193 |
| Finished products | 434 | 298 |
| Total Inventories | $732 | $558 |
Note 7. Goodwill and Other Intangible Assets – Net
The below table summarizes the change in goodwill, for the nine months ended September 30, 2025, by segment:
| December 31, 2024 | Currency Translation Adjustment | September 30, 2025 | |
|---|---|---|---|
| Refrigerants & Applied Solutions | $613 | $11 | $624 |
| Electronic & Specialty Materials | 193 | 3 | 196 |
| Total Goodwill | $806 | $14 | $820 |
Other intangible assets are comprised of the following:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
| Definite-life intangibles | ||||||
| Customer relationships | $35 | $(29) | $6 | $34 | $(27) | $7 |
| Patents and technologies | 12 | (7) | 5 | 9 | (6) | 3 |
| Total definite-life intangibles – net | 47 | (36) | 11 | 43 | (33) | 10 |
| Indefinite-life intangibles | ||||||
| Trademarks | 28 | — | 28 | 25 | — | 25 |
| Total Other intangible assets – net | $75 | $(36) | $39 | $68 | $(33) | $35 |
As of September 30, 2025, the Company’s intangible assets had remaining useful lives ranging fromone tofive years, and are being amortized on a straight-line basis.
Note 8. Long-Term Debt
For the periods prior to the Spin-off, including those presented in these Condensed Combined Financial Statements, Honeywell used a centralized approach for the purpose of cash management and financing of its operations. The Company’s excess cash was transferred to Honeywell daily, and Honeywell funded the Company’s operating and investing activities as needed.
Subsequent to the Company’s actual closing date of September 27, 2025 (see Note 1. - “Business Overview and Basis of Presentation”), and in preparation for the Company’s Spin-off from Honeywell, the Company entered into certain debt financing agreements as described below.
Senior Notes
On September 30, 2025, the Company issued $1.0 billion of 5.625% Senior Notes (the “Notes”) due September 30, 2033. The Notes were sold in private placements to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The proceeds of the Notes were held in escrow pending completion of the Spin-off, and such proceeds were released from escrow on October 29, 2025 in connection with the Spin-off.
The Notes are senior unsecured obligations of Solstice, guaranteed on a senior unsecured basis by certain of its domestic subsidiaries and, from and after the escrow release date, will be guaranteed on a senior unsecured basis by each of Solstice’s existing and future domestic subsidiaries that guarantee the Company’s Senior Credit Facilities (described below). The Notes are subject to customary affirmative and negative covenants that limit the Company’s ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; make investments; consummate certain asset sales; engage in certain transactions with affiliates; grant or assume certain liens; and consolidate, merge or transfer all or substantially all of the Company’s assets.
Senior Credit Facilities
On October 29, 2025, the Company entered into a credit agreement (the “Credit Agreement”), which provides for (i) aseven-year senior secured first-lien term B loan facility in an aggregate principal amount of $1.0 billion (the “Term Loan Facility”) and (ii) afive-year senior secured first-lien revolving credit facility with aggregate commitments of $1.0 billion (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”).
The Company also entered into uncommitted bilateral letter of credit agreements, which provide for uncommitted bilateral letter of credit facilities in an aggregate uncommitted amount of $750 million (the “Sidecar LC Facilities”, and together with the Credit Facilities, the “Senior Credit Facilities”).
All obligations under the Senior Credit Facilities are unconditionally guaranteed, jointly and severally, by: (a) the Company and (b) all direct and indirect wholly owned subsidiaries of the Company that are organized under the laws of the United States, any state thereof or the District of Columbia, subject to certain exceptions and limitations (collectively, the “Guarantors”). Subject to certain limitations, the Senior Credit Facilities are secured on a first priority basis by: (x) a perfected security interest in the equity interests of each direct subsidiary of the Company and each Guarantor under the Senior Credit Facilities (subject to certain customary exceptions) and (y) perfected security interests in, and mortgages on, substantially all tangible and intangible personal property and material real property of the Company and each of the Guarantors under the Senior Credit Facilities, subject, in each case, to certain exceptions.
The Credit Facilities are subject to an interest rate, at the Company’s option, of either (a) base rate determined by reference to the highest of (1) the rate of interest last quoted by The Wall Street Journal as the “prime rate” in the United States, (2) the greater of the federal funds effective rate and the overnight bank funding rate, plus 0.5% and (3) the one month adjusted SOFR rate, plus 1.00% per annum (“ABR”) or (b) an adjusted SOFR rate (“SOFR”) (which shall not be less than zero).
The applicable margin for the Term Loan Facility is 1.75% per annum (for SOFR loans) and 0.75% per annum (for ABR loans). The applicable margin for the Revolving Credit Facility varies from 1.50% per annum to 2.00% per annum (for SOFR loans) and 0.50% to 1.00% per annum (for ABR loans) based on the Company’s Consolidated First Lien Leverage Ratio (as defined in the Credit Agreement). Accordingly, the interest rates for the Credit Facilities will fluctuate during the term of the Credit Agreement based on changes in the ABR, SOFR or future changes in the Company’s Consolidated First Lien Leverage Ratio. Interest payments with respect to the Credit Facilities are required either on a quarterly basis (for ABR loans) or at the end of each interest period (for SOFR loans) or, if the duration of the applicable interest period exceeds three months, then every three months.
In addition to paying interest on outstanding borrowings under the Revolving Credit Facility, the Company is required to pay a quarterly commitment fee based on the unused portion of the Revolving Credit Facility, which is determined by the Company’s Consolidated First Lien Leverage Ratio and ranges from 0.25% to 0.35% per annum.
The Company may voluntarily prepay borrowings under the Credit Agreement without premium or penalty, subject to a 1.00% prepayment premium in connection with certain repricing transactions with respect to the Term Loan
Facility in the firstsix months after the effective date of the Credit Agreement and customary “breakage” costs with respect to SOFR loans. The Company may also reduce the commitments under the Revolving Credit Facility, in whole or in part, in each case, subject to certain minimum amounts and increments.
The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type that, among other things, limit the Company and its subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends, to make other distributions or redemptions/repurchases, in respect of the Company and its subsidiaries’ equity interests, to engage in transactions with affiliates or amend certain material documents. In addition, the Credit Agreement also contains financial covenants for the benefit of the lenders under the Revolving Credit Facility requiring the maintenance of a Consolidated First Lien Leverage Ratio of not greater than 3.50 to 1.00 (with a temporary step-up following a material acquisition to 4.00 to 1.00), and a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of not less than 2.75 to 1.00.
The Sidecar LC Facilities provide for maintenance fees which accrue per annum on the aggregate amount of any letter of credit outstanding thereunder, payable quarterly, and fees which range from 0.60% to 0.95%, depending on the issuer and the type of letter of credit. In addition to the maintenance fee, Sidecar LC Facilities also provide for each issuer’s standard fees with respect to the issuance, amendment, renewal or extension of any letter of credit.
Note 9. Fair Value Measurements
The accounting guidance for fair value measurements and disclosures establishes a three-level fair value hierarchy:
Level 1 - Inputs are based on quoted prices in active markets for identical assets and liabilities.
Level 2 - Inputs are based on observable inputs other than quoted prices in active markets for identical or similar assets and liabilities.
Level 3 - One or more inputs are unobservable and significant.
Financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.
The following table sets forth the Company’s financial assets and liabilities accounted for at fair value on a recurring basis:
| Fair Value · September 30, 2025 · December 31, 2024 | |||||
|---|---|---|---|---|---|
| Level | Assets | Liabilities | Assets | Liabilities | |
| Product loan receivable | 2 | $274 | $— | $264 | $— |
| Product loan payable | 2 | — | 274 | — | 264 |
| Foreign currency exchange contracts1 | 2 | — | 7 | 16 | — |
| Fair Value | $274 | $281 | $280 | $264 | |
- Designated cash flow hedges.
The Company has agreements to lend quantities of uranium ore, which are reflected as product loans receivable, and to borrow quantities of uranium ore, which are reflected as product loans payable. As both theloans receivable and loans payablemay be settled in cash, they are both separately measured on a quarterly basis at fair value which is derived using underlying uranium ore published industry average prices. As such, these instruments are classified within level 2.
The Company values foreign currency exchange contracts using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within level 2.
The Company uses foreign currency exchange contracts to hedge foreign currency exposures. The foreign currency exchange contracts can be designated as cash flow hedges or not designated in qualifying hedging relationships under qualifying hedging activities. For the contracts designated as cash flow hedges, the Company records changes in fair value of the derivatives in Accumulated other comprehensive loss and subsequently recognized in earnings when the hedged items impact earnings. For contracts not designated as hedges, the Company records the changes in fair value in the Condensed Combined Statement of Operations based on the nature of the derivative contract and the underlying item. Derivative assets are presented in Other current assets. Derivative liabilities are presented in Accrued liabilities. As of September 30, 2025 and December 31, 2024, the Company held contracts with notional amounts of $247 million and $741 million, respectively, to exchange foreign currencies.
Note 10. Accumulated Other Comprehensive Loss
The changes in Accumulated other comprehensive loss are provided in the table below.
Changes in Accumulated Other Comprehensive Loss by Component
| Foreign Exchange Translation Adjustment | Pension Adjustments | Changes in Fair Value of Cash Flow Hedges | Total | |
|---|---|---|---|---|
| Balance as of December 31, 2024 | $(218) | $(5) | $10 | $(213) |
| Other comprehensive income (loss) before reclassifications | 83 | (3) | (31) | 49 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | 10 | 10 |
| Net current period other comprehensive income (loss) | 83 | (3) | (21) | 59 |
| Balance as of September 30, 2025 | $(135) | $(8) | $(11) | $(154) |
| Balance as of December 31, 2023 | $(156) | $(1) | $(1) | $(158) |
| Other comprehensive income (loss) before reclassifications | 12 | (2) | 2 | 12 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | (10) | (10) |
| Net current period other comprehensive income (loss) | 12 | (2) | (8) | 2 |
| Balance as of September 30, 2024 | $(144) | $(3) | $(9) | $(156) |
Amounts reclassified out of Accumulated other comprehensive loss related to pension adjustments are included within Other expense (income) in the Condensed Combined Statements of Operations. Amounts reclassified out of Accumulated other comprehensive loss related to cash flow hedges are included within Net sales or Cost of products and services sold in the Condensed Combined Statements of Operations, depending on the nature of the underlying transaction being hedged.
Note 11. Investments
Equity method investments
The total balance of the Company’s equity method investments recorded within Investments in the Condensed Combined Balance Sheets as of September 30, 2025 and December 31, 2024 was $159 million and $146 million, respectively.
The Company holds equity method investments inthree joint ventures, including a 49% interest in Asahi-Schwebel JV, a manufacturer of woven glass fabrics, a 49% interest in Quimobásicos, S.A. de C.v., a producer of refrigerant gases, and a 50% interest in SinoChem JV noted in the variable interest entities (“VIE”) investment section below. The Company records these balances within Investments in the Condensed Combined Balance Sheets. These investments are not considered significant for disclosure of summarized financial information on either an individual or aggregated basis.
Variable Interest Entities
SinoChem JV (unconsolidated)
The Company owns a 50% interest a JV with Sinochem Lantian New Materials Co., Ltd. for foam blowing agents. The Company’s variable interest in this JV is primarily related to third-party borrowings of the JV which are guaranteed by the Company. The investment was $101 million and $91 million as of September 30, 2025 and December 31, 2024, respectively.
ConverDyn JV (consolidated)
The Company owns a 50% interest in ConverDyn, which provides uranium hexafluoride conversion and related services to utilities operating nuclear power plants. The Company is the primary beneficiary and consolidates the JV. The following table summarizes the assets and liabilities of the ConverDyn JV included in the Company’s Condensed Combined Financial Statements (including noncontrolling interests):
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current assets | $63 | $80 |
| Product loans receivable | 274 | 264 |
| Other assets | 3 | 16 |
| Total assets | 340 | 360 |
| Related Party (JV partner payable) | 66 | 60 |
| Current liabilities | 15 | 50 |
| Product loans payable | 311 | 293 |
| Other noncurrent liabilities | 33 | 33 |
| Total liabilities | $425 | $436 |
Note 12. Commitments and Contingencies
Environmental Matters
The Company records liabilities for environmental matters when remedial efforts or damage claim payments are probable and the costs can be reasonably estimated. Such liabilities are based on the Company’s best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory, or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology, and information related to individual sites, the Company does not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of the Company’s recorded liabilities. Costs related to environmental remediation are charged to expense in the period that the associated liability is accrued. The following table summarizes information concerning the Company’s recorded liabilities for environmental costs:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Beginning of Period | $53 | $54 |
| Accruals for environmental matters deemed probable and reasonably estimable | 1 | — |
| Environmental liability payments | (1) | (1) |
| End of Period1 | $53 | $53 |
- As of September 30, 2025 and December 31, 2024, the amount of Accrued liabilities were $5 million and $6 million, respectively.
The Company does not currently possess sufficient information to reasonably estimate the amounts of environmental liabilities to be recorded upon future completion of studies, litigation, or settlements, and neither the timing nor the amount of the ultimate costs associated with environmental matters can be determined, although they could be material to the Company’s combined results of operations and operating cash flows in the periods recognized or paid. However, considering the Company’s past experience and existing reserves, the Company does not expect that environmental matters will have a material adverse effect on its combined financial position.
Asset Retirement Obligations
Asset retirement obligations result from legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. Accordingly, the Company recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Company depreciates the amount added to property, plant and equipment on a straight-line basis, and recognizes accretion expense in connection with the discounted liability over the remaining useful life of the asset.
The Company recognized as a liability the present value of the estimated future costs to decommission its uranium conversion facility. The estimated liability is based on the estimated useful lives of the underlying asset, third-party estimates of the cost to decommission the asset in the future, and federal and state regulatory requirements, adjusted for inflation and discounted using the Company’s credit-adjusted risk-free rate that ranges from 6.6% to 6.5%. Revisions to the liability could occur due to changes in the Company’s estimated useful lives of the underlying assets, estimated dates of decommissioning and timing of related cash outflows, changes in decommissioning costs, changes in federal or state regulatory guidance on the decommissioning of such facilities, or other changes in estimates. The Company recognizes changes due to revised estimates by adjusting the carrying amount of the liability and the related long-lived asset if the asset is still in service or charged to expense in the period if the asset is no longer in service.
Other Matters
AES Facility matters
Since 2018, the Company has been involved in various legal proceedings in the United States District Court for the Southern District of Illinois related to its AES Facility, including eight separate lawsuits alleging cancer caused by radiation exposures that were settled in 2024. The Company remains involved in additional legal proceedings (i) related to alleged radiation contamination of properties around the plant by the city of Metropolis, Illinois, and the county of Massac, Illinois, (ii) a class action lawsuit alleging property damage by a group of plaintiffs on behalf of all property owners within a three-mile radius of the facility, and (iii)one alleged personal injury case. The Company is currently awaiting rulings on a motion for summary judgment related to the city and county cases, with rulings expected in 2025 or 2026. For the alleged class action, the parties completed briefing on the plaintiffs’ motion for class certification and a ruling is expected in 2025 or 2026. All plaintiffs in these matters are seeking compensatory damages and, in certain cases, punitive damages, medical monitoring, declaratory and/or injunctive relief. The Department of Energy has reached an agreement with the Company pursuant to which we understand the Department of Energy intends to take appropriate action to provide sufficient assurance of the continued operational availability of the Company’s AES Facility to support the existing and future demand for uranium hexafluoride, including by extending reimbursement to the Company for certain litigation costs. In addition, the Company is also pursuing claims under Honeywell’s nuclear liability policies with American Nuclear Insurers. While we cannot predict the outcome of these matters, based on the facts currently known to us, we do not anticipate that these matters will have a material adverse effect on our financial condition, results of operations, or cash flows.
Other matters
The Company is subject to a number of other lawsuits, investigations, and disputes (some of which involve substantial amounts claimed) arising out of the conduct of the Company's business, including matters relating to commercial transactions, intellectual property, and environmental, health, and safety matters. The Company recognizes liabilities for any contingency that is probable of occurrence and reasonably estimable. The Company continually assesses the likelihood of adverse judgments or outcomes in such matters, as well as potential ranges of probable losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.
Given the uncertainty inherent in litigation and investigations, the Company cannot predict when or how these matters will be resolved and does not believe it is possible to develop estimates of reasonably possible loss (or a range of possible loss) in excess of current accruals for commitment and contingency matters. Considering the Company's past experience and existing accruals, the Company does not expect the outcome of such matters, either individually or in the aggregate, to have a material adverse effect on the Company's combined financial position. Because most contingencies are resolved over long periods of time, potential liabilities are subject to change due to new developments (including new discovery of facts, changes in legislation, and outcomes of similar cases through the judicial system) or changes in assumptions, which could cause the Company to pay damage awards or settlements (or become subject to equitable remedies) that could have a material adverse effect on the Company's Combined results of operations or operating cash flows in the periods recognized or paid.
Note 13. Segment Financial Data
The Company globally manages its business operations throughtwo reportable business segments. Segment information is consistent with how the President and Chief Executive Officer of the Solstice Advanced Materials business, who is the Chief Operating Decision Maker (“CODM”), and management reviews the businesses, makes investing and resource allocation decisions, and assesses operating performance. The Company manages and reports its operating results through itstwo reportable segments: (i) Refrigerants & Applied Solutions and (ii) Electronic & Specialty Materials, in accordance with ASC 280, Segment Reporting. The remainder of the Business’ operations are presented in Corporate and All Other, which is not a reportable business segment.
The CODM evaluates segment performance based on segment adjusted EBITDA, by comparing budget-to-actual and period-over-period results. Each segment’s adjusted EBITDA excludes depreciation, amortization, general corporate unallocated expense, interest and other financial charges, stock compensation expense, pension and other postretirement income (expense), repositioning charges, accretion expense, transaction costs and other items within Other expense (income) which are collectively included within income before taxes.
The below table summarizes information about segment revenues, significant segment expenses and other segment items, for each historical period:
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Refrigerants & Applied Solutions | Electronic & Specialty Materials | Refrigerants & Applied Solutions | Electronic & Specialty Materials | |
| Net sales | ||||
| Products | 623 | 282 | 566 | 277 |
| Services | 64 | — | 64 | — |
| Total Net sales | 687 | 282 | 630 | 277 |
| Less | ||||
| Cost of products and services sold | 444 | 214 | 370 | 204 |
| Selling, general and administrative expenses | 25 | 21 | 41 | 20 |
| Research & development expenses | 16 | 9 | 12 | 9 |
| Other segment items1 | (2) | (2) | (3) | (2) |
| Add | ||||
| Depreciation | 36 | 7 | 34 | 8 |
| Amortization | 3 | — | 6 | 1 |
| Segment Adjusted EBITDA | $243 | $47 | $250 | $55 |
- Other segment items primarily consisted of gains and losses from segment-related equity-method investments.
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Refrigerants & Applied Solutions | Electronic & Specialty Materials | Refrigerants & Applied Solutions | Electronic & Specialty Materials | |
| Net sales | ||||
| Products | 1,867 | 820 | 1,839 | 782 |
| Services | 212 | — | 236 | — |
| Total Net sales | 2,079 | 820 | 2,075 | 782 |
| Less | ||||
| Cost of products and services sold | 1,286 | 623 | 1,266 | 590 |
| Selling, general and administrative expenses | 94 | 59 | 107 | 57 |
| Research & development expenses | 44 | 26 | 35 | 25 |
| Other segment items1 | (9) | (5) | (9) | (5) |
| Add | ||||
| Depreciation | 115 | 33 | 98 | 27 |
| Amortization | 12 | 2 | 32 | 2 |
| Segment Adjusted EBITDA | $791 | $152 | $806 | $144 |
- Other segment items primarily consisted of gains and losses from segment-related equity-method investments.
A reconciliation of segment adjusted EBITDA to Net (loss) income attributable to Solstice Advanced Materials is as follows:
| For The Three Months Ended September 30, | For The Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Refrigerants & Applied Solutions | $243 | $250 | $791 | $806 |
| Electronic & Specialty Materials | 47 | 55 | 152 | 144 |
| Segment Adjusted EBITDA | $290 | $305 | $943 | $950 |
| Corporate and All Other | (54) | (33) | (132) | (113) |
| Depreciation | (46) | (42) | (151) | (126) |
| Amortization | (4) | (7) | (15) | (35) |
| Interest and other financial charges | (2) | (3) | (5) | (11) |
| Other adjustments1 | 29 | (16) | 30 | (25) |
| Stock compensation expense | (8) | (4) | (19) | (13) |
| Transaction-related costs | (32) | (3) | (90) | (6) |
| Income tax expense | (182) | (49) | (330) | (150) |
| Net (loss) income | $(9) | $148 | $231 | $471 |
| Less: Net income (loss) attributable to noncontrolling interest | 26 | (4) | 35 | 10 |
| Net (loss) income attributable to Solstice Advanced Materials | $(35) | $152 | $196 | $461 |
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Total assets reconciliation | ||
| Refrigerants & Applied Solutions | $3,555 | $3,157 |
| Electronic & Specialty Materials | 1,466 | 1,192 |
| Corporate and All Other | 226 | 655 |
| Total assets | $5,247 | $5,004 |
| For The Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Capital expenditures | ||
| Refrigerants & Applied Solutions | $150 | $153 |
| Electronic & Specialty Materials | 98 | 43 |
| Corporate and All Other | — | 5 |
| Total | $248 | $201 |
Note 14. Subsequent Events
Spin-off from Honeywell and Related Transactions
On September 30, 2025 and October 29, 2025, the Company entered into certain long-term debt arrangements in connection with the Spin-off. See Note 8, “Long-Term Debt,” for additional information on these arrangements.
On October 30, 2025, the Company entered into definitive agreements with Honeywell, the parent and owner of all of the Company’s issued and outstanding common shares immediately prior to the Distribution. The definitive agreements entered into between the Company and Honeywell in connection with the Spin-off set forth the terms and conditions of the Spin-off and provide a framework for the Company’s relationship with Honeywell following the Spin-off. These agreements include the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Trademark License Agreement, Intellectual Property Cross-License Agreement and Accelerator License Agreement.
The Separation and Distribution Agreement sets forth, among other things, the Company’s agreements with Honeywell regarding the principal actions to be taken in connection with the Spin-off. It also sets forth other agreements that govern certain aspects of the Company’s ongoing relationship with Honeywell after the completion of the Spin-off.
The Transition Services Agreement governs certain transitional services to be provided by Honeywell to the Company. The services, including services such as information technology support, human resources support, treasury administration support, and logistics support, will be provided for a limited time, generally for no longer than 12 months, and will be provided for specified fees, which are generally based on the cost of services provided.
The Tax Matters Agreement governs the Company’s and Honeywell’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. The Tax Matters Agreement provides special rules that allocate tax liabilities in the event the share distribution or certain related transactions fail to qualify as a transaction that is tax-free for U.S. federal income tax purposes (other than any cash that Honeywell shareowners receive in lieu of fractional shares).
The Employee Matters Agreement addresses employment and employee compensation and benefits matters. The Employee Matters Agreement addresses the allocation and treatment of assets and liabilities relating to employees and compensation and benefit plans and programs in which the Company’s employees participated prior to the Spin-off.
The Intellectual Property Cross-License Agreement governs the terms by which each of Solstice Advanced Materials and Honeywell, and their respective affiliates, grant and receive non-exclusive licenses to and from each other in respect of certain patents, know-how (including trade secrets) and copyrights allocated under the Separation and Distribution Agreement to use in their respective businesses and natural evolutions thereof.
The Trademark License Agreement provides Solstice Advanced Materials with a transitional period of time, from eight weeks totwo years based on usage type, to phase out the Company’s use of certain names, trademarks and brands owned by or allocated to Honeywell under the Separation and Distribution Agreement. In addition, under the Trademark License Agreement, Honeywell and its affiliates grant an exclusive, royalty-bearing, one-year license to the Company under the Honeywell trademark for use in connection with the Company’s 1234yf DIY products in the U.S. and Canada (which license the Company may elect to extend once for an additionalone-year period) and 10-year license (subject to certain early termination rights) to the Company under the Honeywell trademark for use in in connection with certain refrigerant products in the Middle East region.
The Accelerator License Agreement provides Solstice Advanced Materials with a perpetual, non-exclusive, royalty-free license to use, modify, enhance, and improve the Honeywell Accelerator operating model, which utilizes systems, processes, best practices and management philosophies spanning across the whole organization and benefiting customers and stakeholders (the “Honeywell Accelerator Operating Model”). Under the Accelerator License Agreement, Honeywell licenses to the Company the Honeywell Accelerator Operating Model for use in connection with the conduct of the Solstice Advanced Materials business.
On October 30, 2025, the Spin-off was completed by means of a pro rata distribution of all of the Company’s issued and outstanding common shares to Honeywell’s shareholders of record as of the close of business on the Record
Date, at which time each holder of Honeywell's common shares received one Solstice Advanced Materials common share for every four Honeywell common shares held as of the Record Date, resulting in the Distribution of 158,727,456 of the Company’s common shares to Honeywell shareholders.
In connection with the completion of the Spin-off, the Company used the net proceeds from issuance of the Notes and the borrowings under the Term Loan Facilities (see Note 8, “Long-Term Debt”) (i) to make a distribution to Honeywell of $1.5 billion and (ii) to pay fees, costs and expenses related to the Notes offering and the Senior Credit Facilities, and expects to use the remainder for general corporate purposes.
Upon completion of the Distribution, on October 30, 2025, the Company commenced “regular way” trading as an independent public company under the ticker symbol “SOLS” on Nasdaq. Following the Distribution, Honeywell does not beneficially own any Solstice Advanced Materials common shares.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.