Solventum Corp
For the period ended Sep 30, 2025. Filed Nov 6, 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 6, 2025
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Item 2. Results of Operations
Results of Operations
Net Sales
Refer to the preceding“—Overview” section and the“—Performance by Business Segment” section later in MD&A for discussion of sales change.
Operating Expenses
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| (Percent of corresponding net sales) | 2025 | 2024 | Change | 2025 | 2024 | Change |
| Cost of product | 53.1% | 49.3% | 3.8% | 52.4% | 49.1% | 3.3% |
| Cost of software and rentals | 22.7 | 26.2 | (3.5) | 24.3 | 25.8 | (1.5) |
Cost of Product
Cost of product includes manufacturing, engineering and freight costs.
Cost of product, measured as a percent of sales of product, increased in the third quarter of 2025 when compared to the third quarter of 2024. The increase was driven by increased costs due to the impact of higher sourcing costs from tariffs and inventory sourced under the master supply and transition manufacturing agreements with 3M, partially offset by benefits from cost savings programs.
Cost of product, measured as a percent of sales of product, increased in the first nine months of 2025 when compared to the first nine months of 2024. The increase was driven by increased costs due to the impact of higher sourcing costs from tariffs and inventory sourced under the master supply and transition manufacturing agreements with 3M partially offset by benefits from cost savings programs.
Cost of Software and Rentals
Cost of software and rentals includes compensation-related costs associated with installation, training and maintenance for our software products, and depreciation, maintenance and refurbishment cost and freight costs related to our hardware rental units.
Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the third quarter of 2025 as compared to the same period last year due to the impact, primarily driven by benefits from lower external license fees and product mix benefit from higher sales of our revenue cycle management solutions.
Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the first nine months of 2025 as compared to the same period last year due to the impact of lower external license fees, price and sales mix, primarily driven by higher sales of our revenue cycle management solution.
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| (Percent of total net sales) | 2025 | 2024 | Change | 2025 | 2024 | Change |
| Selling, general and administrative (SG&A) | 37.2% | 33.7% | 3.5% | 36.7% | 32.3% | 4.4% |
| Research and development (R&D) | 8.7 | 9.1 | (0.4) | 8.9 | 9.3 | (0.4) |
| Gain on sale of business | (72.4) | — | (72.4) | (24.0) | — | (24.0) |
| Operating income | 80.6 | 13.2 | 67.4 | 32.5 | 14.6 | 17.9 |
Selling, General and Administrative
SG&A, measured as a percent of total net sales, increased in the third quarter of 2025 when compared to the same period last year. The increase was driven by higher costs associated with activities to separate operations from 3M, costs incurred to separate the Purification and Filtration business, and higher compensation expense, including equity-based awards, partially offset by benefits from the Solventum Way restructuring program.
SG&A, measured as a percent of total net sales, increased in the first nine months of 2025 when compared to the same period last year. The increase was driven by costs incurred to separate the Purification and Filtration business, higher compensation, including equity-based awards, and higher costs associated with both initial stand-up and ongoing operations to support a standalone company.
Research and Development
R&D, measured as a percent of total net sales, decreased in the third quarter of 2025 when compared to the same period last year due to lower cost from the sale of the Purification and Filtration business in relation to higher net sales.
R&D, measured as a percent of total net sales, decreased in the first nine months of 2025 when compared to the same period last year due to lower cost from the sale of the Purification and Filtration business in relation to higher net sales.
Gain on Sale of Business
The Company completed the sale of the Purification and Filtration business in the third quarter of 2025. This resulted in a net gain of $1.5 billion for both the third quarter and first nine months of 2025.
Interest Expense, Net, Loss on Debt Extinguishment, Net, and Other Expense (Income), Net
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| (Millions) | 2025 | 2024 | 2025 | 2024 |
| Interest expense, net | $89 | $107 | $296 | $260 |
| Loss on debt extinguishment, net | 82 | — | 82 | — |
| Other expense (income), net | 5 | 1 | $24 | $48 |
Interest expense, net includes interest accrued on debt obligations, offset by interest income from cash and marketable securities. Interest expense, net decreased in the third quarter as compared to the same period last year due to lower interest expense as a result of lower debt outstanding. Interest expense, net increased in the first nine months of 2025 as compared to the same period last year due to a full quarter of interest incurred in the first quarter of 2025 related to the February 2024 issuance of senior notes and March 2024 draw on the senior term loan credit facilities. Refer to Note 9 to the condensed consolidated financial statements for more information.
Loss on debt extinguishment, net includes charges incurred in the third quarter of 2025 from the differential between carrying value and the amount paid to acquire the tendered Senior Notes and related expenses. Refer to Note 9 to the condensed consolidated financial statements for additional information. These charges were partially offset by the gain from interest rate swaps entered into and subsequently settled in connection with the sale of the Purification and Filtration business. Refer to Note 11 to the condensed consolidated financial statements for additional information.
Other expense (income), net includes the non-service component of periodic pension cost, investment gains and losses, and foreign currency transaction gain (loss). Other expense (income), net increased for the third quarter of 2025 primarily due to higher non-service periodic pension costs. Other expense (income), net decreased for the nine months of 2025 as compared to the same period last year primarily due to charges associated with the substantial liquidation of foreign operations completed as part of our separation from 3M.
Provision for (benefit from) Income Taxes:
| Three months ended September 30, | Nine months ended September 30, | |||
|---|---|---|---|---|
| (Percent of pre-tax income/loss) | 2025 | 2024 | 2025 | 2024 |
| Effective tax rate | 16.4% | 26.9% | 9.8% | 24.3% |
Refer to Note 8 to the condensed consolidated financial statements for further discussion of income taxes.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.