Veralto (VLTO) 10-K risk factor changes: FY2024 vs FY2023

[removed: Conditions] [added: *Conditions] in the global economy, including military conflicts, the particular markets we serve and the financial markets can adversely affect our business and financial [removed: statements.][added: statements.*]

Slower economic growth in the domestic and/or international markets, inflation, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, military conflicts, high levels of unemployment or underemployment, labor availability constraints, reduced levels of capital expenditures, changes or anticipation of potential changes in government [removed: trade,] [added: trade and tariff,] fiscal, tax and monetary policies, changes in capital requirements for financial institutions, government budget negotiation dynamics, sequestration, austerity measures and other challenges that affect economies of the world have in the past adversely affected, and may in the future adversely affect, the Company and its distributors, customers and suppliers, including having the effect of:

[removed: We] [added: *We] face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share.

Even if we compete effectively, we may be required to reduce the prices we [removed: charge.][added: charge.*]

[removed: Our] [added: *Our] growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological [removed: innovation.][added: innovation.*]

[removed: Even when we successfully innovate and develop new and enhanced] products and services, we often incur substantial costs in doing so, and our profitability may suffer.

[removed: Non-U.S.] [added: *Non-U.S.] economic, political, legal, compliance, social and business factors can negatively affect our business and financial [removed: statements.][added: statements.*]

In [removed: 2023,] [added: 2024,] approximately [removed: 57%] [added: 55%] of our sales were derived from customers outside the U.S. In addition, many of our manufacturing operations, suppliers and employees are located outside the U.S. Since our growth strategy depends in part on our ability to further penetrate markets outside the U.S. and increase the localization of our products and services, we expect to continue to increase our sales and presence outside the U.S., particularly in the high-growth markets.

- public health crises and [removed: epidemics, such as COVID-19;][added: epidemics; and]

- geopolitical instability arising from or related to military conflicts; [removed: and]

- remaining uncertainties relating to the impact of the UK’s exit from the [removed: EU in 2020.][added: EU.]

[removed: Our] [added: *Our] growth can suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience [removed: cyclicality.][added: cyclicality.*]

[removed: In addition, in certain of our businesses demand depends on customers’ capital spending budgets as well as government funding policies, and matters of] public policy and government budget dynamics as well as product and economic cycles can affect the spending decisions of these entities.

[removed: Any] [added: *Any] inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our [removed: business.][added: business.*]

We may not be able to consummate acquisitions at rates similar to the [removed: past,] [added: past or at all,] which could adversely impact our business.

[removed: Our] [added: *Our] acquisition or divestiture of businesses, investments, joint ventures and other strategic relationships can negatively impact our business and financial [removed: statements.][added: statements.*]

- pre-closing and post-closing earnings charges can adversely impact our results in any given period, and the impact may be substantially different [removed: from] period-to-period;

- divestitures or other dispositions can dilute the Company’s earnings per share, have other adverse financial, tax and accounting impacts and distract management, and disputes can arise with the new owners of [removed: the] [added: a] divested/disposed business;

[removed: Significant] [added: *Significant] disruptions in, or breaches in security of, our information technology systems or data or violation of data privacy laws can adversely affect our business and financial [removed: statements.][added: statements.*]

We rely on information technology systems, some of which are provided and/or managed by [removed: third-parties,] [added: third parties,] to process, transmit and store electronic information (including sensitive data such as confidential business information and personal data relating to employees, [removed: customers,] [added: customers and] other business [removed: partners and patients),] [added: partners),] and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations).

These systems, products and services (including those we acquire through business acquisitions) can be damaged, disrupted or shut down due to attacks by computer hackers, computer [added: viruses, ransomware, human error or malfeasance (including by employees), power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.]

Security breaches of systems provided or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, or security breaches of third-party suppliers we rely on to process, store or transmit electronic information, can result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, [removed: customers, patients] [added: customers] or suppliers.

Unauthorized tampering, adulteration or interference with our products may also adversely affect product functionality and result in loss of data, risk to [removed: patient] [added: customer] safety and product recalls or field actions.

The attacks, breaches, misappropriations and other disruptions and damage described above can interrupt our operations or the operations of our customers and partners, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, result in disclosure of personal data, damage customer, [removed: patient,] business partner and employee relationships and our reputation and result in defective products or services, legal claims and proceedings, liability and penalties under privacy and other laws and increased costs for security and remediation, in each case resulting in an adverse effect on our business and financial statements.

Additionally, [removed: a bipartisan bill under consideration in Congress would, if adopted,] [added: the government may] impose broad privacy requirements at the U.S. federal level and provide enhanced enforcement authority to the Federal Trade Commission.

Government investigations and enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in civil and criminal, monetary and non-monetary penalties and damage to customer, [removed: patient,] business partner and employee relationships and to our reputation, any of which may adversely affect our business and financial statements.

[removed: Defects,] [added: *Defects,] unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial [removed: statements.][added: statements.*]

Manufacturing or design defects or “bugs” in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to or inadequate disclosure of risks relating to the use of products and services that we make or sell (including items that we source from [removed: third-parties)] [added: third parties)] can lead to personal injury, death, property damage and/or regulatory violations that can adversely affect our business and financial statements.

Any of the above can result in the discontinuation of sale of such products in one or more countries and give rise to [added: claims for damages from persons who believe they have been injured as a result of product issues, including claims by individuals or groups seeking to represent a class.]

[removed: If] [added: *If] we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously [removed: harmed.][added: harmed.*]

Our facilities, supply chains, distribution systems and information technology systems are subject to catastrophic loss due to fire, flood, cyber-attack, earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war, terrorism, riot, public protest or other natural or man-made [removed: disasters, such as the COVID-19 pandemic.][added: disasters.]

[removed: Climate change,] [added: *Climate change and sustainability matters,] legal or regulatory measures to address climate change and [added: sustainability matters, and] any inability on our part to address [added: related] stakeholder expectations [removed: relating to climate change] may negatively affect [removed: us.][added: us.*]

In addition, any failure to adequately address [added: evolving] stakeholder expectations with respect to [removed: environmental, social] [added: sustainability matters, including recent U.S.-based anti-diversity, equity] and [removed: governance (“ESG”) matters] [added: inclusion efforts,] may result in the loss of business, adverse reputational impacts, diminished market valuations and challenges in attracting and retaining customers and talented employees.

For example, our ability to achieve our current and future [removed: ESG] [added: sustainability] goals is uncertain and remains subject to numerous risks, including evolving regulatory requirements and stakeholder expectations, our ability to recruit, develop and retain a diverse workforce, the availability of suppliers and other business partners that can meet our [removed: ESG] [added: sustainability] expectations, the effects of the organic and inorganic growth of our business, cost considerations and the development and availability of cost-effective technologies or resources that support our goals.

[removed: Our] [added: *Our] financial results are subject to fluctuations in the cost and availability of the supplies that we use in and the labor we need for our [removed: operations.][added: operations.*]

Prices for and availability of the components, raw materials and other commodities we use in our business, as well as for labor, have fluctuated significantly in the past, including during [removed: 2023.][added: 2024.]

In addition, due to the highly competitive nature of the industries that we serve, the cost-containment efforts of our customers and the terms of certain contracts we are party to, when [removed: supply] [added: prices of raw materials, key components, other commodities] and labor [removed: prices] rise we are not always able to pass along cost increases through higher prices for our products.

If we are unable to fully recover [added: these] higher [removed: supply and labor] costs through price increases or offset these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and profitability can decline and our business and financial statements can be adversely affected.

[added: Conversely, in order to secure supplies for the production of] products, we sometimes enter into noncancelable purchase commitments with vendors, which can impact our ability to adjust our inventory to reflect declining market demands.

[removed: Our] [added: *Our] success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill [removed: sets.][added: sets.*]

Even when we successfully innovate and develop new and enhanced

In addition, in certain of our businesses demand depends on customers’ capital spending budgets as well as government funding policies, and matters of

The maximum consolidated net leverage ratio will be increased to 4.25:1.00 for the four consecutive full fiscal quarters immediately following the consummation of any material acquisition by us.

One example is in the area of “base erosion and profit shifting,” for which the OECD has released several components of its comprehensive plan that have been adopted and expanded by many taxing authorities to address perceived tax abuse and inconsistencies between tax jurisdictions.

As a result, the tax laws in the U.S. and other countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely affect our business and financial statements.

We also from time to time become subject to lawsuits as a result of acquisitions or

bids and to encourage prospective acquirers to negotiate with the Board rather than to attempt an unsolicited takeover not approved by the Board.

Veralto’s amended restated certificate of

acquisition, merger, liquidation, sale and stock redemption transactions.

The COVID-19 pandemic has adversely impacted and could in the future continue to adversely impact certain elements of our business and our financial statements.

Our global operations expose us to risks associated with public health crises, including epidemics and pandemics such as COVID-19.

The global spread of COVID-19 led to unprecedented restrictions on, and disruptions in, business and personal activities, including as a result of preventive and precautionary measures that we, other businesses, our communities and governments undertook to mitigate the spread.

The direct impact of COVID-19 and the preventive measures implemented as a result thereof adversely affected certain elements of our Company (including to a different degree our operations, commercial organizations, supply chains and distribution systems).

While the direct impact of COVID-19 and many of the preventive measures moderated in 2023, any resurgence of COVID-19 (or the outbreak of any other epidemic or pandemic) or the reinstatement of similar preventive measures in the future could negatively impact the economies and financial markets of the world and our businesses and financial statements.

viruses, ransomware, human error or malfeasance (including by employees), power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.

claims for damages from persons who believe they have been injured as a result of product issues, including claims by individuals or groups seeking to represent a class.

Conversely, in order to secure supplies for the production of

We have implemented significant restructuring activities across our businesses to adjust our cost structure, and we may engage in similar restructuring activities in the future.

payable, which would adversely affect our business and financial statements (including our liquidity).

The OECD/G20 proposed legislation regarding the Inclusive Framework on Base Erosion and Profit Shifting and published the Pillar Two model rules designed to address the tax challenges arising from the digitalization of the global economy.

The legislative proposals ensure that income earned in each jurisdiction that a multinational enterprise operates in is subject to a minimum corporate income tax rate of at least 15%.

Discussions related to the formal implementation of this agreement, including within the tax law of each member jurisdiction including the United States, are ongoing.

Enactment of this regulation in its current form would increase the amount of global corporate income tax paid by the Company.

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions where we operate.

The legislation will be effective for the financial year beginning January 1, 2024.

We are in scope of the enacted or substantively enacted legislation and have performed an assessment of the potential exposure to Pillar Two income taxes.

The assessment of the potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for the constituent entities.

Based on the assessment, the Pillar Two effective tax rates in most of the

jurisdictions in which we operate are above the 15% global minimum tax.

However, there are a limited number of jurisdictions where the transitional safe harbor relief does not apply and the Pillar Two effective tax rate is close to 15%.

We do not expect a material impact to Pillar Two income taxes in the jurisdictions where we operate.

such claims, particularly if the stockholders do not reside in or near the State of Delaware.

Lohr, Jr. and John T.

This MD&A is designed to provide a reader of [removed: our] [added: the accompanying] financial statements with a narrative from the perspective of management.

[removed: Our] [added: The] MD&A is divided into seven sections:

[removed: The MD&A for] [added: Discussions of] 2022 [added: items] and [removed: 2021 is included] [added: year-over-year comparisons between 2023 and 2022 are not included, and can be found] in “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Results of] Operations” [added: (“MD&A”) in Part II, Item 7] of the Company’s [removed: Information Statement filed as Exhibit 99.1 to the Company’s Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K filed for the fiscal year ended December 31, 2023] with the Securities and Exchange Commission on [removed: October 2, 2023.][added: February 28, 2024.]

The accompanying Consolidated and Combined Financial Statements present [removed: our] [added: the] historical financial position, results of operations, changes in equity and cash flows [added: of the Company] in accordance with generally accepted accounting principles in the United States (“GAAP”).

[removed: Through the date of] [added: Prior to] the Separation, all revenues and costs as well as assets and liabilities directly associated with Veralto have been included in the Combined Financial Statements.

[removed: Prior to the Separation,] [added: Additionally,] the Combined Financial Statements [removed: also] [added: for periods prior to the Separation] included allocations of certain general, administrative, sales and marketing expenses and cost of sales from Danaher’s corporate office and from other Danaher businesses to [removed: the Company] [added: Veralto,] and allocations of related assets, liabilities, and the Former Parent’s investment, as applicable.

[removed: Related party allocations prior to the] Separation, including the method for such allocation, [removed: are discussed further in] [added: refer to] Note 18 to the Consolidated and Combined Financial Statements.

Following the Separation, the Consolidated Financial Statements include the accounts of Veralto and those of [removed: our] [added: the Company’s] wholly-owned subsidiaries and no longer include any allocations from Danaher.

[removed: These] [added: Accordingly, the] Consolidated and Combined Financial Statements may not be indicative of [removed: our] [added: Veralto’s] results had [removed: we] [added: the Company] been a separate stand-alone entity throughout the periods [removed: presented, nor are the results stated herein indicative of what our financial position, results of operations and cash flows may be in the future.][added: presented.]

During [removed: 2023,] [added: 2024,] approximately [removed: 57%] [added: 55%] of Veralto’s sales were derived from customers outside the United States.

As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development in most of the Company’s served markets, the expansion and evolution of [removed: opportunities in] high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitors and increasing regulation.

The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to globalize its manufacturing, research and development and customer-facing resources [removed: (particularly in high-growth markets)] to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.

The Company defines high-growth markets as developing markets of the world [removed: experiencing extended periods of accelerated growth in gross domestic product and infrastructure] which [removed: encompass all markets outside of the developed markets and consist of Eastern Europe, the Middle East, Africa, Latin America (including Mexico) and] [added: include] Asia (with the exception of Japan, Australia and New [removed: Zealand).][added: Zealand), Latin America (including Mexico), the Middle East, Eastern Europe and Africa.]

[removed: Consolidated] [added: The Company’s overall] revenues for the year ended December 31, [removed: 2023] [added: 2024] increased [removed: 3.1%] [added: 3.4%] as compared to [removed: 2022.][added: 2023.]

[removed: Core sales increased 2.6% in 2023 compared to 2022 (for] [added: For] the definition of “core [removed: sales”] [added: sales,”] refer to “—Results of Operations” [removed: below).][added: below.]

Geographically, the Company’s sales during [removed: 2023] [added: 2024] in developed markets increased year-over-year by [removed: 4.3%] [added: 4.6%] driven by increased sales of [removed: 4.1%] [added: 5.9%] in North America and [removed: 5.8%] [added: 2.6%] in Western Europe while high-growth markets were flat, primarily driven by year-over-year sales increases in the majority of countries within the high-growth markets offset by low double digit sales declines in China due to lower demand.

The [removed: developed markets] [added: Company’s] core sales [removed: was] [added: during 2024 in developed markets increased 4.2% year-over-year] driven by a [removed: 4.3%] [added: 5.3%] increase in North America [removed: followed by] [added: and] a [removed: 2.5%] [added: 2.2%] increase in Western Europe.

[removed: The] [added: Core sales growth in the] high-growth markets [removed: core sales] was [removed: adversely impacted] [added: driven] by [removed: high single] [added: high-single] digit [removed: decreases] [added: core sales increases] in [added: Latin America and mid-single digit core sales increases in] China.

Net earnings [removed: attributable to common stockholders] for the year ended December 31, [removed: 2023] [added: 2024] totaled approximately [removed: $839] [added: $833] million, or [removed: $3.40] [added: $3.34] per diluted common share, compared to approximately [removed: $845] [added: $839] million, or [removed: $3.43] [added: $3.40] per diluted common share, for the year ended December 31, [removed: 2022.][added: 2023.]

The decrease in net earnings in [removed: 2023] [added: 2024] as compared to [removed: 2022] [added: 2023] was driven by higher operating expenses, standalone public company costs and interest expense post separation from Danaher.

Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings [removed: and diluted net earnings per common share] for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: We anticipate our 2024] [added: The Company anticipates 2025] results will be driven by the following expectations in each of [removed: our] [added: the Company’s] reportable segments:

- Water Quality: [removed: We expect] [added: the Company expects] continued year-over-year growth [added: driven by on-going strong demand for industrial water treatment, particularly] in North America, [removed: Western Europe] [added: with steady demand across municipal end-markets in North America] and [removed: Latin America,] [added: Europe,] partially offset by [added: continued] weakness in China.

The Company has access to capital resources and continues to focus on profitability improvements and leveraging Veralto Enterprise System (“VES”) to manage the anticipated impact of the challenging macroeconomic environment on [removed: our] business operations.

[removed: Our] [added: The Company’s] outlook for [removed: 2024] [added: 2025] reflects our current visibility and expectations based on current market factors.

In this report, references to the non-GAAP [removed: measures] [added: measure] of core sales [removed: (also referred to as core revenues or sales/revenues from existing businesses)] refer to sales from continuing operations calculated according to GAAP but excluding:

[removed: The Company excludes] [added: In addition,] the [removed: effect of currency translation from these measures because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and] [added: Company] excludes the effect of acquisitions and divestiture-related items because the nature, size, timing and number of acquisitions and divestitures can vary dramatically from period-to-period and between the Company and its [removed: peers] [added: peers,] and can also obscure underlying business trends [removed: and make] [added: making] comparisons of long-term performance difficult.

| | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Total sales growth GAAP | | | [removed: 3.1] [added: 3.4] | | % | | | | [removed: 3.6] [added: 3.1] | | % |

| Acquisitions/divestitures | | | [removed: (0.3)] [added: —] | | % | | | | [removed: 0.4] [added: (0.3)] | | % |

| Currency exchange rates | | | [removed: (0.2)] [added: 0.3] | | % | | | | [removed: 4.1] [added: (0.2)] | | % |

| Core sales growth (non-GAAP) | | | [removed: 2.6] [added: 3.7] | | % | | | | [removed: 8.1] [added: 2.6] | | % |

[removed: 2023] [added: 2024] Sales Compared to [removed: 2022][added: 2023]

Total sales increased [removed: 3.1%] [added: 3.4%] on a year-over-year basis [removed: in] [added: during 2024 as compared to] 2023 primarily as a result of a [removed: 2.6%] [added: 3.7%] increase in core sales resulting from the factors discussed below by segment.

The impact of [removed: changes in currency exchange rates and] acquisitions [removed: remained essentially] [added: was] flat on a year-over-year basis [removed: in] [added: during 2024 as compared to] 2023.

Sales by business segment for the years ended December 31 are as [removed: follows ($ in millions):][added: follows:]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Water Quality | | | $ | [removed: 3,039] [added: 3,138] | | | | | $ | [removed: 2,887] [added: 3,039] | | | | | $ | [removed: 2,669] [added: 2,887] | |

| Product Quality & Innovation | | | [removed: 1,982] [added: 2,055] | | | | | | [removed: 1,983] [added: 1,982] | | | | | | [removed: 2,031] [added: 1,983] | | |

| Total | | | $ | [removed: 5,021] [added: 5,193] | | | | | $ | [removed: 4,870] [added: 5,021] | | | | | $ | [removed: 4,700] [added: 4,870] | |

The MD&A generally discusses 2024 and 2023 items and year-over-year comparisons between 2024 and 2023.

Prior to the Separation from Danaher Corporation (“Danaher” or “Former Parent”) on September 30, 2023, Veralto businesses were comprised of certain Danaher operating units.

Veralto Corporation and the Veralto Businesses (including the periods prior to the Separation) are collectively referred to as “Veralto” or the “Company” herein.

For further discussion of related party allocations prior to the

Core sales for the year ended December 31, 2024 increased 3.7% as compared to 2023.

Currency exchange rates decreased reported sales by 0.3%.

- Product Quality & Innovation: the Company expects continued year-over-year growth driven by improved demand in the consumer packaged goods market globally.

Acquisitions and Strategic Investments

On October 4, 2024, the Company completed its acquisition of Information Exchange Holdings, Inc., the holding company that owns TraceGains, for $349 million, net of cash acquired.

The Company believes this business complements the PQI segment, specifically the packaging and color solutions business.

TraceGains is a leading provider of cloud-based software solutions that enable connected data and digital workflow management to help consumer brands meet increasingly stringent compliance and reporting regulations for food and beverage safety and traceability.

Its solutions enable consumer brands to efficiently track ingredient inputs, monitor supplier quality and develop new products with greater safety and increased velocity.

On November 12, 2024, the Company completed an investment of CAD $20 million to establish a minority interest in Axine Water Technologies (“Axine”), a leading provider of electrochemical oxidation technology for contaminant destruction.

Axine's electraCLEARTM solution provides simple, safe, efficient, and cost-effective destruction of organic contaminants in pharmaceuticals and industrial wastewater, including long- and short-chain PFAS.

The strategic collaboration with Axine builds upon Veralto's diverse portfolio of water solutions for customers in the Company’s WQ segment.

Refer to Note 2 to the Consolidated and Combined Financial Statements for discussion regarding the Company’s acquisitions.

Non-GAAP Measures

The Company excludes the effect of currency translation from these measures because currency translation is not under management’s control, is subject to volatility, and can obscure underlying business trends.

Currency exchange rates decreased reported sales by 0.3% during 2024 as compared to 2023.

Price increases contributed 1.8% to sales growth on a year-over-year basis during 2024 as compared to 2023 and is reflected as a component of core sales growth above.

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Sales | | | $ | 5,193 | | | | | $ | 5,021 | | | | | $ | 4,870 | |

SG&A expenses as a percentage of sales increased 110 basis points on a year-over-year basis during 2024 as compared to 2023 primarily due to select investments in sales and marketing growth initiatives, as well as the costs to operate as a stand-alone company.

- The net dilutive impact of 2024 acquisitions and dispositions - 10 basis points

- The impact of incremental costs associated with operating as a stand-alone company, labor, R&D growth initiatives, and sales and marketing growth initiatives partially offset by higher 2024 core sales, foreign currency exchange rates, lower material costs and cost savings associated with continuing productivity improvement initiatives - 20 basis points

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

2024 Sales Compared to 2023

Currency exchange rates and the impact of divestitures decreased reported sales by 0.4% and 0.3%, respectively, during 2024 as compared to 2023.

Geographically, core sales growth was driven by increases of 6.2% in North America and 2.2% in Western Europe.

Core sales in the analytical instrumentation business increased 2.9% as a result of increased core sales across North America and Western Europe.

*2024 vs. 2023 operating profit margin comparisons were favorably impacted by:*

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

2024 Sales Compared to 2023

Total Product Quality & Innovation segment sales increased 3.7% on a year-over-year basis during 2024 as compared to 2023 primarily as a result of core sales growth driven by the factors discussed below.

Geographically, reported sales increased by 4.5% in North America, 3.3% in Western Europe, and 4.0% in high-growth markets.

From a product line perspective, core sales in the marking and coding business increased 2.8% on a year-over-year basis during 2024 as compared to 2023 driven by higher consumable demand in the industrial and consumer packaged goods end-markets.

Core sales in the packaging and color solutions business increased 4.5% on a year-over-year basis during 2024 as compared to 2023 driven by increased demand across the consumer-packaged goods and industrial end-markets.

[Table of](#i9256b39e2d7a4941bb31089518d982c2_7) [Contents](#i9256b39e2d7a4941bb31089518d982c2_7)

The Company’s continued investments in sales growth initiatives and the other business-specific factors referenced below contributed to core sales growth.

Acquisitions contributed 0.3% to the increase in revenues in 2023.

Geographically, the year-over-year increase in core sales was primarily driven by a 3.5% increase in developed markets and a 1.0% increase in the high-growth markets.

For a discussion of the impact of supply chain disruptions, labor availability constraints and increased labor costs on our businesses in 2023, please see “Item 1.

Business – Materials.” For a discussion of the impact of the Russia-Ukraine conflict on our businesses in 2022, please see “Item 1.

Business – Russia-Ukraine Conflict.”

- Product Quality & Innovation: We expect stabilization in the consumer packaged goods market with modest recovery in the second half of 2024.

The COVID-19 Pandemic

Overall, the conditions related to the COVID-19 pandemic generally improved in 2023 compared to 2022 (including the announcement on April 10, 2023 that the U.S. public health emergency related to COVID-19 ended) but conditions vary by geography.

We continue to assess the impact of any potential disruption on all aspects of our business, as well as our ability to execute our business strategies and objectives.

For additional information on the risks of COVID-19 to the Company’s operations, refer to the section titled “Item 1A.

Risk Factors” included in this annual report.

Gross profit margins increased 110 basis points on a year-over-year basis during 2023 as compared to 2022.

The percentage increase was driven primarily by the increase in the Company’s SG&A expenses exceeding the increase in the Company’s sales, resulting from investments in sales and marketing growth initiatives, intangible asset impairments and

increased labor costs as well as the costs to operate as a stand-alone company.

Intangible asset impairment charges totaling $12 million in 2023, net of $9 million intangible asset impairment charges in 2022 increased SG&A expenses as a percentage of sales.

R&D expenses as a percentage of sales in 2023 was flat compared with 2022.

The increase in R&D expense in 2023 was primarily attributable to select projects within the Water Quality segment.

- The impact of higher 2023 core sales - 45 basis points

- 2022 impairments of accounts receivable and inventory - 20 basis points

- The incremental net accretive effect of businesses acquired in 2022 on the current period - 15 basis points

Core sales in the ultraviolet water disinfection and filtration business increased 4.5% in 2023, driven primarily by the municipal end-market.

- 2022 impairments of accounts receivable and inventory - 30 basis points

In 2023, total Product Quality & Innovation segment sales were flat, as a decline in core sales was offset by the impact of currency translation and acquisitions, which increased reported sales by 0.7% and 0.3%, respectively.

Geographically, reported sales increased by 4.5% in Western Europe and 6.8% in Latin America offset by decreases across the majority of other geographies.

Geographically, the year-over-year decrease in core sales was driven by North America and the high-growth markets, which decreased 1.9% and 1.0%.

Additionally, core sales in Western Europe grew 0.3% year-over-year.

The year-over-year decrease in core sales was 0.9% in the marking and coding business and 1.2% in the packaging and color solutions products and services business.

- Savings from restructuring actions, lower material costs net of lower 2023 core sales - 90 basis points

- The incremental net accretive effect of businesses acquired in 2022 on the current period - 35 basis points

- 2022 impairments of accounts receivable and inventory in Russia - 5 basis points

During 2023, the Company recorded an impairment of $15 million related to an equity method investment, which is reflected in nonoperating income (expense).

Interest expense was $30 million for 2023 as compared to $0 million in 2022, due to the Separation and the Company incurring debt for the first time in 2023.

Alternatively, if the exchange offers are not available or cannot be completed, we would be required to use commercially reasonable efforts to file, and cause to be declared effective, a shelf registration statement to cover resales of the Notes under the Securities Act.

If we do not comply with these obligations, we will be required to pay additional interest on the Notes.

We expect to file the required registration statement during the second half of 2024.

| Total operating cash flows | | | $ | 963 | | | | | $ | 870 | | | | | $ | 896 | |

| Proceeds from sale of product lines | | | — | | | | | | — | | | | | | 26 | | |

| All other financing activities | | | — | | | | | | — | | | | | | 1 | | |

[Table of](#i9256b39e2d7a4941bb31089518d982c2_7) [Contents](#i9256b39e2d7a4941bb31089518d982c2_7)

[removed: On August 24, 2023, the Board of Directors of Danaher Corporation (“Danaher” or “Former Parent”) approved the separation of Danaher’s Environmental & Applied Solutions segment] [added: The Separation was effectuated] through [removed: the pro rata] [added: a pro-rata dividend] distribution [added: on September 30, 2023] of all of the issued and outstanding [added: shares of Veralto] common stock [added: held by Danaher as] of [removed: Veralto Corporation to Danaher's stockholders (the “Separation”).][added: September 13, 2023.]

[removed: Veralto’s] [added: Veralto Corporation’s] unifying purpose is *Safeguarding the World’s Most Vital [removed: Resources*.][added: ResourcesTM*.]

Veralto is headquartered in Waltham, Massachusetts with a workforce of [removed: approximately 16,000] [added: nearly 17,000] employees (whom we refer to as “associates”) as of December 31, [removed: 2023,] [added: 2024,] of whom approximately [removed: 6,000] [added: 6,500] were employed in [removed: the] North America, 5,000 were employed in Western Europe, [removed: less than] 500 were employed in other developed markets and 5,000 were employed in high-growth markets.

[removed: The Company] [added: Veralto] defines high-growth markets as developing markets of the world [removed: experiencing extended periods of accelerated growth in gross domestic product and infrastructure] which include [removed: Eastern Europe, the Middle East, Africa, Latin America (including Mexico) and] Asia (with the exception of Japan, Australia and New [removed: Zealand).][added: Zealand), Latin America (including Mexico), the Middle East, Eastern Europe and Africa.]

[removed: The Company] [added: Veralto] defines developed markets as all markets of the world that are not high-growth markets.

As a result, our business generates recurring sales which represented approximately [removed: 59%] [added: 61%] of total sales during the year ended December 31, [removed: 2023.][added: 2024.]

We also believe that the Veralto Enterprise System (“VES”) provides [removed: the Company] [added: us] with a strong foundation for competitive differentiation.

[removed: The] VES processes and tools are organized around the areas of [removed: Lean,] [added: Operational Excellence,] Growth and Leadership, and are rooted in foundational tools known as the VES Fundamentals, which are relevant to every associate and business function.

The VES Fundamentals are focused on core competencies such as using visual representations of processes to identify inefficiencies, [added: creating standard work,] defining and solving problems in a structured way, and continuously improving processes to drive [removed: consistent execution.][added: long term impact.]

[removed: Our cash flows also] support acquisitions to enhance our product capabilities and expansion into new and attractive markets, which we have successfully done through the acquisition of [removed: approximately] [added: over] 80 businesses over more than two decades.

[removed: WATER QUALITY][added: *Water Quality*]

Our Water Quality segment provides one of the most comprehensive portfolios of water [removed: analytics] [added: analytics,] and differentiated water treatment solutions that enable the reliable delivery of safe drinking water by public and private utilities - from source water to the consumer and back into the water cycle.

In addition to instrumentation, our suite of water solutions includes elements used on a recurring basis such as chemical reagents, services and [removed: digital solutions.][added: software.]

- Hach, the best known of our global brands in the WQ segment, recognized for simple and reliable tests, offers analytical measurement instruments, digital solutions and related consumables that test water quality; we serve over [removed: 125,000] [added: 149,000] customers, including small community water utilities, large public and private water utilities and industrial customers and [removed: helps] [added: help] to ensure safe water for more than 3.4 billion people every day - approximately 40% of the global population.

- ChemTreat associates work alongside [removed: industrial] customers [added: across many industries] to understand their water challenges and tailor chemical treatment plans and dosing protocols to help optimize customers’ water usage and maximize [removed: reuse;] [added: reuse, and reduce water pollution;] our solutions helped customers save over [removed: 80] [added: 85] billion gallons of water in [removed: 2023.][added: 2024.]

- Trojan Technologies offers UV and membrane filtration systems for water disinfection and contaminant removal; our systems support the treatment of [removed: 12] [added: 13] trillion gallons of water annually and in turn help to improve access to clean water for more than [removed: 250] [added: 275] million people every day.

[removed: PRODUCT QUALITY] [added: *Product Quality] & [removed: INNOVATION][added: Innovation*]

Our Product Quality & Innovation segment provides a broad set of [added: essential] solutions for brand owners and consumer packaged goods companies that enable speed to market as well as traceability and quality control of their products.

Our solutions play a central role in helping our customers [removed: ensure] [added: convey] the quality and safety of their products and build trust with consumers.

We estimate that [removed: a majority] [added: 80%] of the top 25 global consumer packaged goods (“CPG”) brands (based on [removed: 2023] [added: 2024] revenues) and a majority of the top 20 pharmaceutical brands [removed: (based on 2023 revenues) use PQI’s solutions, enabling confidence and trust in the brands and products consumers use daily.]

Our PQI brands provide brand owners and consumer packaged goods companies with essential solutions that improve their ability to develop, maintain and ensure [added: the] authenticity of their brands.

In [removed: 2023,] [added: 2024,] Veralto generated [removed: $5.0] [added: $5.2] billion in sales derived from a business mix that is highly diversified by geography and end-market.

Our business model is highly resilient with approximately [removed: 59%] [added: 61%] of our sales derived from consumables (e.g., reagents, inks and process chemicals), spare parts, services (e.g., maintenance and inspection), and software (including Software-as-a-Service, or “SaaS”, and term-based licenses).

We generated [removed: 47%] [added: 48%] of our [removed: 2023] [added: 2024] sales from North America, 22% from Western Europe, 2% from other developed markets and [removed: 29%] [added: 28%] from high-growth markets.

We define high-growth markets as developing markets of the world [removed: experiencing extended periods of accelerated growth in gross domestic product and infrastructure,] which [removed: encompass all markets outside of the developed markets and consist of Eastern Europe, the Middle East, Africa, Latin America and] [added: include] Asia [removed: Pacific] (with the exception of Japan, Australia and New [removed: Zealand).][added: Zealand), Latin America (including Mexico), the Middle East, Eastern Europe and Africa.]

Veralto distributes approximately [removed: 20%] [added: 23%] of its technology and equipment products through third-party distributors.

No individual customer accounted for more than 10% of combined sales in [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

We are deeply aware of our responsibility to our stakeholders and the opportunities before us to make a global [removed: difference—through] [added: difference-through] our innovative products, our impact on the planet, and our [removed: people—as] [added: people-as] reflected in our unifying purpose, *Safeguarding the World’s Most Vital [removed: Resources*.][added: ResourcesTM*.]

- At our core, the products and services [removed: of our two segments] [added: we provide] underscore our commitment to advancing broad sustainability objectives for our customers.

- Informed by our prioritization assessment, we intend to [removed: establish] [added: set] and [removed: publicly] communicate [added: additional public] sustainability goals and [added: we expect to] rigorously [removed: measure] [added: track] our progress [removed: toward] [added: towards] achieving [removed: such] [added: those] goals.

- At the managerial level, Veralto’s Senior Vice President of Strategy & Sustainability, who reports directly to our President and CEO, oversees our sustainability program and the Veralto Sustainability [removed: Council,] [added: Council] and is responsible for reviewing and approving Veralto’s sustainability reports.

This council and its working groups include representation from our WQ and PQI segments, as well as the corporate human resources; environment, health, and safety; [removed: diversity, equity, and inclusion; VES, procurement,] [added: VES; procurement;] investor [removed: relations, finance, IT] [added: relations; finance; IT; corporate communications;] and legal functions.

- We will continue to leverage [removed: the] VES to help us achieve our sustainability goals and facilitate continuous improvement in our sustainability program.

Prices of oil and gas [removed: also] affect Veralto’s costs for freight and utilities and also have an indirect impact on the cost of other purchased materials.

While the price of, and global instability with respect to the supply of, oil and gas did not materially, adversely affect Veralto’s operations in [removed: 2023,] [added: 2024,] Veralto is continuing to monitor the oil and gas [added: and other] commodity markets and will seek to mitigate price and/or availability risks as needed.

The supply chain [removed: disruptions] [added: disruptions, labor availability constraints, and labor cost increases] that began in 2021 for a number of our businesses [removed: continued in 2023 (including] [added: eased] in [removed: some cases shortages of supply, cost inflation and shipping delays), as well as labor availability constraints and labor cost increases.][added: 2024.]

Through the application of VES tools and processes (including the implementation of price increases), Veralto largely mitigated the impact of these pressures on Veralto’s profitability and as a result these pressures did not have a material, adverse effect on the business in [removed: 2023.][added: 2024.]

Due to the uncertainty regarding the duration and impact of these trends in [removed: 2024,] [added: 2025,] there can be no assurance that these factors will not have an adverse impact on our business and financial statements in the future.

Veralto will continue monitoring the military, social, political, regulatory and economic environment [removed: in Ukraine] and [removed: Russia and] its broader impacts, and will consider further actions as appropriate.

For a discussion of risks related to Veralto’s operations as a result of [removed: the] [added: global] military [removed: conflict between Russia and Ukraine,] [added: conflicts,] refer to “Item 1A.

Veralto Corporation is a Delaware corporation and was incorporated in 2023 in connection with the separation of Veralto from Danaher Corporation (“Danaher” or “Former Parent”) on September 30, 2023 as an independent, publicly traded company, listed on the New York Stock Exchange (the “Separation”).

At the time of the Separation, Veralto Corporation consisted of Danaher’s former Environmental & Applied Solutions segment.

Our cash flows also

(based on 2024 revenues) use PQI’s solutions, enabling confidence and trust in the brands and products consumers use daily.

TraceGains, acquired in 2024, provides leading cloud-based software solutions that enable connected data and digital workflow management to help consumer brands meet increasingly stringent compliance and reporting regulations for food and beverage safety and traceability.

- Our leadership has conducted a sustainability prioritization assessment to inform our sustainability priorities.

- Our sustainability program is organized around the three pillars of Products, Planet, and People.

Coupled with strong corporate governance practices to provide oversight and management support, the sustainability program is positioned to iteratively prioritize initiatives using the insights we learn from engaging with our stakeholders.

- As delegated by Veralto’s Board of Directors, the Nominating and Governance Committee assumes primary oversight responsibility (interacting with the Audit and the Compensation Committees, as appropriate for certain matters) to provide oversight for Veralto’s sustainability program, including Veralto’s sustainability strategy, targets, and metrics.

Veralto’s Board reviews our sustainability program at least annually.

Global Military Conflicts

Our human capital strategy spans multiple key dimensions, including culture, governance, recruitment, engagement, competitive compensation and benefits, performance management, talent development, and career mobility.

Veralto anticipates that it will continue to make significant expenditures

and civil penalties.

22 of these facilities are located in the United

Veralto completed its separation from Danaher on September 30, 2023, the first day of its fiscal fourth quarter.

The Separation was completed on such date in the form of a pro rata distribution to Danaher stockholders of record on September 13, 2023 of all of the issued and outstanding shares of Veralto common stock held by Danaher.

Because September 30, 2023 was a Saturday, not a business day, the shares were credited to “street name” stockholders through the Depository Trust Company on the first trading day thereafter, October 2, 2023.

Veralto’s common stock began “regular way” trading on the New York Stock Exchange under the ticker symbol “VLTO” on October 2, 2023.

- Our leadership has conducted a sustainability prioritization assessment to identify our sustainability priorities and inform our sustainability strategy, starting with quantitative greenhouse gas (GHG) reduction goals.

The nominating and governance committee of Veralto's Board of Directors has oversight responsibility for Veralto's sustainability program.

Russia-Ukraine Conflict

Key competitive

Of the United States employees, less than 10 were hourly-rated, unionized employees.

Our human capital strategy spans multiple key dimensions, including the following:

Culture and Governance

◦Our culture is rooted in VES.

VES is a set of tools at the core of our operating model centered on improving commercial execution, product innovation, operations, and talent acquisition and management.

◦The Board reviews the Company’s human capital strategy annually and at other times during the year in connection with significant initiatives and acquisitions, supported by the Compensation Committee’s oversight of our executive and equity compensation programs.

At the management level, our Human Resources leader, who reports directly to our President and CEO, is responsible for the development and execution of the Company’s human capital strategy.

Recruitment

◦We focus on identifying, attracting and recruiting diverse talent to meet our current and future business needs.

We have invested in comprehensive talent acquisition capabilities across all levels of recruitment.

Our diversity attraction efforts are an important component of our overall talent acquisition strategy and focus on: (1) establishing and fostering partnerships with diverse organizations, and (2) effectively sourcing diverse talent.

Engagement

◦General.

Our engagement strategy focuses on developing the best workplace and best people leaders to meet our associates’ needs every day.

Further, we believe that better associate engagement helps enable better retention and better business performance.

◦Diversity, Equity and Inclusion.

We seek to continuously improve and sustain a diverse and inclusive culture free of systemic bias and where all associates feel they belong.

We believe a diverse workforce and culture of inclusion is essential to drive innovation, fuel growth and help ensure our technologies and products effectively serve a global customer base.

We have leveraged VES with the goal of driving progress on diversity representation and inclusive culture, including by requiring all of our operating companies to implement a diversity, equity and inclusion Policy Deployment initiative in each of 2021, 2022 and 2023.

Our diversity, equity and inclusion initiatives focus on broadening our candidate pools, sourcing diverse slates in the hiring process, and developing people leaders’ competency in and accountability for diversity, equity and inclusion.

◦We have achieved base pay equity for women and for racial and ethnic minorities in the U.S.

Retention

◦Compensation and Benefits.

We are committed to offering competitive compensation and benefits, tailored in form and amount to geography, industry, experience and performance and designed to attract associates, motivate and reward performance, drive growth and support retention.

We have a common job architecture across our businesses to provide a standardized framework for defining jobs, job families, and career levels, and set market-

aligned pay structures for each career level (adjusted as appropriate for the particular job family, industry, and geography) based on a range of compensation surveys.

◦Performance Management.

Our annual performance management program supports our high-performance culture by seeking to ensure that high-performing associates are recognized and rewarded for their contributions.

Our program guides associates and their managers in setting clear personal performance goals aligned to our strategic priorities.

Annual reviews under the program assess performance against these formal, annual objectives.

◦Talent Development and Career Mobility.

Our talent development program strives to provide every associate with appropriate development opportunities.

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: (Mark One)][added: *(Mark One)*]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

| 225 Wyman Street, Suite 250 | | | | | | | | | [removed: 02451] | | |

| [removed: Waltham,] [added: Waltham, Massachusetts] | | | [removed: Massachusetts] | | | | | | [added: 02451] | | |

Yes [removed: ☐ No] ☒ [added: No ☐]

| Large Accelerated Filer | | | [removed: ☐] [added: ☒] | | | | | | | | | Accelerated Filer | | | ☐ | | |

| Non-accelerated Filer | | | [removed: ☒] [added: ☐] | | | | | | | | | Smaller Reporting company | | | ☐ | | |

As of February [removed: 16, 2024,] [added: 14, 2025,] the number of shares of Registrant’s common stock outstanding was [removed: 246,541,873.][added: 247,550,644.]

The aggregate market value of common stock held by non-affiliates of the Registrant as of [removed: February 16,] [added: June 28,] 2024 was [removed: $21.2] [added: $23.6] billion, based upon the closing price of the Registrant’s common stock on the New York Stock Exchange.

Part III incorporates certain information by reference from the Registrant’s proxy statement for its [removed: 2024] [added: 2025] annual meeting of shareholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end.

With the exception of the sections of the [removed: 2024] [added: 2025] Proxy Statement specifically incorporated herein by reference, the [removed: 2024] [added: 2025] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| | | | | | | | | | [removed: PAGE] [added: PAGE] | | |

| [INFORMATION RELATING TO FORWARD-LOOKING [removed: STATEMENTS](#i9256b39e2d7a4941bb31089518d982c2_10)] [added: STATEMENTS](#i7a126e0a10884db8bd1bd3e84505ea62_10)] | | | | | | | | | [removed: [1](#i9256b39e2d7a4941bb31089518d982c2_10)] [added: [1](#i7a126e0a10884db8bd1bd3e84505ea62_10)] | | |

| | | | Item 1. | | | [removed: [Business](#i9256b39e2d7a4941bb31089518d982c2_16)] [added: [Business](#i7a126e0a10884db8bd1bd3e84505ea62_16)] | | | [removed: [3](#i9256b39e2d7a4941bb31089518d982c2_16)] [added: [4](#i7a126e0a10884db8bd1bd3e84505ea62_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i9256b39e2d7a4941bb31089518d982c2_34)] [added: Factors](#i7a126e0a10884db8bd1bd3e84505ea62_31)] | | | [removed: [11](#i9256b39e2d7a4941bb31089518d982c2_34)] [added: [11](#i7a126e0a10884db8bd1bd3e84505ea62_31)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i9256b39e2d7a4941bb31089518d982c2_37)] [added: Comments](#i7a126e0a10884db8bd1bd3e84505ea62_34)] | | | [removed: [26](#i9256b39e2d7a4941bb31089518d982c2_37)] [added: [26](#i7a126e0a10884db8bd1bd3e84505ea62_34)] | | |

| | | | Item 2. | | | [removed: [Properties](#i9256b39e2d7a4941bb31089518d982c2_40)] [added: [Properties](#i7a126e0a10884db8bd1bd3e84505ea62_40)] | | | [removed: [27](#i9256b39e2d7a4941bb31089518d982c2_40)] [added: [27](#i7a126e0a10884db8bd1bd3e84505ea62_40)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i9256b39e2d7a4941bb31089518d982c2_43)] [added: Proceedings](#i7a126e0a10884db8bd1bd3e84505ea62_43)] | | | [removed: [27](#i9256b39e2d7a4941bb31089518d982c2_43)] [added: [27](#i7a126e0a10884db8bd1bd3e84505ea62_43)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i9256b39e2d7a4941bb31089518d982c2_46)] [added: Disclosures](#i7a126e0a10884db8bd1bd3e84505ea62_46)] | | | [removed: [27](#i9256b39e2d7a4941bb31089518d982c2_46)] [added: [28](#i7a126e0a10884db8bd1bd3e84505ea62_46)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9256b39e2d7a4941bb31089518d982c2_55)] [added: Securities](#i7a126e0a10884db8bd1bd3e84505ea62_52)] | | | [removed: [28](#i9256b39e2d7a4941bb31089518d982c2_55)] [added: [29](#i7a126e0a10884db8bd1bd3e84505ea62_52)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9256b39e2d7a4941bb31089518d982c2_58)] [added: Operations](#i7a126e0a10884db8bd1bd3e84505ea62_55)] | | | [removed: [29](#i9256b39e2d7a4941bb31089518d982c2_58)] [added: [30](#i7a126e0a10884db8bd1bd3e84505ea62_55)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9256b39e2d7a4941bb31089518d982c2_124)] [added: Risk](#i7a126e0a10884db8bd1bd3e84505ea62_118)] | | | [removed: [42](#i9256b39e2d7a4941bb31089518d982c2_124)] [added: [44](#i7a126e0a10884db8bd1bd3e84505ea62_118)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i9256b39e2d7a4941bb31089518d982c2_127)] [added: Data](#i7a126e0a10884db8bd1bd3e84505ea62_121)] | | | [removed: [43](#i9256b39e2d7a4941bb31089518d982c2_127)] [added: [45](#i7a126e0a10884db8bd1bd3e84505ea62_121)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i9256b39e2d7a4941bb31089518d982c2_220)] [added: Disclosure](#i7a126e0a10884db8bd1bd3e84505ea62_223)] | | | [removed: [84](#i9256b39e2d7a4941bb31089518d982c2_220)] [added: [92](#i7a126e0a10884db8bd1bd3e84505ea62_223)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i9256b39e2d7a4941bb31089518d982c2_223)] [added: Procedures](#i7a126e0a10884db8bd1bd3e84505ea62_226)] | | | [removed: [84](#i9256b39e2d7a4941bb31089518d982c2_223)] [added: [92](#i7a126e0a10884db8bd1bd3e84505ea62_226)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i9256b39e2d7a4941bb31089518d982c2_226)] [added: Information](#i7a126e0a10884db8bd1bd3e84505ea62_229)] | | | [removed: [84](#i9256b39e2d7a4941bb31089518d982c2_226)] [added: [92](#i7a126e0a10884db8bd1bd3e84505ea62_229)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9256b39e2d7a4941bb31089518d982c2_229)] [added: Inspections](#i7a126e0a10884db8bd1bd3e84505ea62_232)] | | | [removed: [84](#i9256b39e2d7a4941bb31089518d982c2_229)] [added: [92](#i7a126e0a10884db8bd1bd3e84505ea62_232)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9256b39e2d7a4941bb31089518d982c2_235)] [added: Governance](#i7a126e0a10884db8bd1bd3e84505ea62_238)] | | | [removed: [85](#i9256b39e2d7a4941bb31089518d982c2_235)] [added: [93](#i7a126e0a10884db8bd1bd3e84505ea62_238)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i9256b39e2d7a4941bb31089518d982c2_238)] [added: Compensation](#i7a126e0a10884db8bd1bd3e84505ea62_241)] | | | [removed: [86](#i9256b39e2d7a4941bb31089518d982c2_238)] [added: [94](#i7a126e0a10884db8bd1bd3e84505ea62_241)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9256b39e2d7a4941bb31089518d982c2_241)] [added: Matters](#i7a126e0a10884db8bd1bd3e84505ea62_244)] | | | [removed: [86](#i9256b39e2d7a4941bb31089518d982c2_241)] [added: [94](#i7a126e0a10884db8bd1bd3e84505ea62_244)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9256b39e2d7a4941bb31089518d982c2_244)] [added: Independence](#i7a126e0a10884db8bd1bd3e84505ea62_247)] | | | [removed: [86](#i9256b39e2d7a4941bb31089518d982c2_244)] [added: [94](#i7a126e0a10884db8bd1bd3e84505ea62_247)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i9256b39e2d7a4941bb31089518d982c2_247)] [added: Services](#i7a126e0a10884db8bd1bd3e84505ea62_250)] | | | [removed: [86](#i9256b39e2d7a4941bb31089518d982c2_247)] [added: [94](#i7a126e0a10884db8bd1bd3e84505ea62_250)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i9256b39e2d7a4941bb31089518d982c2_253)] [added: Schedules](#i7a126e0a10884db8bd1bd3e84505ea62_256)] | | | [removed: [87](#i9256b39e2d7a4941bb31089518d982c2_253)] [added: [95](#i7a126e0a10884db8bd1bd3e84505ea62_256)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i9256b39e2d7a4941bb31089518d982c2_256)] [added: Summary](#i7a126e0a10884db8bd1bd3e84505ea62_259)] | | | [removed: [87](#i9256b39e2d7a4941bb31089518d982c2_253)] [added: [95](#i7a126e0a10884db8bd1bd3e84505ea62_256)] | | |

All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell [removed: into;] [added: into, including the impact of changes in trade and tariff policies;] new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; [removed: the potential or anticipated direct or indirect impact of COVID-19 on our business,] results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Veralto intends or believes will or may occur in the future.

[removed: -] Our acquisition [removed: or divestiture] of businesses, investments, [removed: joint ventures and] [added: or] other strategic relationships [removed: can] [added: could also] negatively impact our business and financial [removed: statements.][added: statements and our indemnification rights may not fully protect us from liabilities related thereto.]

- Climate [removed: change,] [added: change and sustainability matters,] legal or regulatory measures to address climate change and [added: sustainability matters, and] any inability on our part to address [added: related] stakeholder expectations [removed: relating to climate change] may negatively affect us.

- [removed: Third-parties] [added: Third parties] from time to time claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.

| [PART I](#i7a126e0a10884db8bd1bd3e84505ea62_13) | | | | | | | | | | | |

| | | | Item 1C. | | | [Cybersecurity](#i7a126e0a10884db8bd1bd3e84505ea62_37) | | | [26](#i7a126e0a10884db8bd1bd3e84505ea62_37) | | |

| [PART II](#i7a126e0a10884db8bd1bd3e84505ea62_49) | | | | | | | | | | | |

| | | | Item 6. | | | [\[Reserved\]](#i7a126e0a10884db8bd1bd3e84505ea62_52) | | | [29](#i7a126e0a10884db8bd1bd3e84505ea62_52) | | |

| [PART III](#i7a126e0a10884db8bd1bd3e84505ea62_235) | | | | | | | | | | | |

| [PART IV](#i7a126e0a10884db8bd1bd3e84505ea62_253) | | | | | | | | | | | |

- Divestitures or other dispositions could negatively impact our business and financial statements.

Prior to the separation of Registrant from Danaher Corporation on September 30, 2023, the Registrant was a wholly-owned subsidiary of Danaher Corporation.

Consequently, there was no aggregate market value of common stock held by non-affiliates of the Registrant as of June 30, 2023, the last business day of the Registrant’s most recently completed second fiscal quarter.

| [PART I](#i9256b39e2d7a4941bb31089518d982c2_13) | | | | | | | | | | | |

| | | | Item 1C. | | | [Cyber](#i9256b39e2d7a4941bb31089518d982c2_2121)[security](#i9256b39e2d7a4941bb31089518d982c2_2121) | | | [26](#i9256b39e2d7a4941bb31089518d982c2_2121) | | |

| [PART II](#i9256b39e2d7a4941bb31089518d982c2_52) | | | | | | | | | | | |

| | | | Item 6. | | | [\[R](#i9256b39e2d7a4941bb31089518d982c2_55)[eserved\]](#i9256b39e2d7a4941bb31089518d982c2_55) | | | [28](#i9256b39e2d7a4941bb31089518d982c2_55) | | |

| [PART III](#i9256b39e2d7a4941bb31089518d982c2_232) | | | | | | | | | | | |

| [PART IV](#i9256b39e2d7a4941bb31089518d982c2_250) | | | | | | | | | | | |

- The COVID-19 pandemic has adversely impacted and could in the future continue to adversely impact elements of our business and financial statements.

- Our outstanding debt has increased significantly as a result of our separation from Danaher, and we may incur additional debt in the future.

The Company’s cybersecurity program and policies articulate the expectations and requirements with respect to acceptable use, risk management, data privacy, education and awareness, security incident management and reporting, identity and access management, vendor due diligence, security (with respect to physical assets, [removed: products, networks, and systems), security monitoring and vulnerability identification.]

These risks are assessed, prioritized, and both tactically and strategically addressed via process, technology, and personnel improvements to [added: help] ensure ongoing mitigation and tracking.

This plan and program include incident alerting, comprehensive incident criticality [added: assessments, and escalation processes to support teams, senior leadership, and the Board.]

The Company’s Chief Information Security Officer (CISO), in coordination with Chief Information Officer, is responsible for leading the assessment and management of cybersecurity [removed: risks.][added: risks and receives reports regarding the prevention, detection, mitigation and remediation of cybersecurity incidents from the Company’s cybersecurity operations team.]

products, networks, and systems), security monitoring and vulnerability identification.

assessments, and escalation processes to support teams, senior leadership, and the Board.

As of December 31, [removed: 2023,] [added: 2024,] the Company had facilities in over [removed: 40] [added: 50] countries, including [removed: approximately 60] [added: 58] principal administrative, sales, research and development, manufacturing and distribution facilities.

[removed: 20] [added: 22] of these facilities are located in the United States in over [removed: 10] [added: 12] states and [removed: 40] [added: 36] are located outside the United States, primarily in Europe and to a lesser extent in Latin America, Asia and Canada.

[Table of](#i9256b39e2d7a4941bb31089518d982c2_7) [Contents](#i9256b39e2d7a4941bb31089518d982c2_7)

As of February [removed: 16, 2024,] [added: 14, 2025,] there were [removed: 1,493] [added: 1,369] holders of record of Veralto’s common stock.

Any future [added: declaration and] payments of [removed: dividends on] [added: dividends, including any change in] the [removed: Company’s] [added: amount of quarterly dividend, on our] common stock will be determined by [removed: Veralto’s] [added: our] Board of Directors and will depend on [added: our] business conditions, [removed: Veralto’s earnings] [added: financial results] and other factors [removed: that Veralto’s] [added: our] Board deems relevant.

We have historically paid a quarterly dividend of $0.09 per share of our common stock.

In December 2024, our Board of Directors increased the quarterly dividend paid to $0.11 per share from $0.09 per share, an increase of 22%.

None.

The Company declared its first dividend on December 20, 2023 of $0.09 per share paid on January 31, 2024 to holders of record of Veralto’s common stock as of the close of business on December 29, 2023.

None

[Table of](#i9256b39e2d7a4941bb31089518d982c2_7) [Contents](#i9256b39e2d7a4941bb31089518d982c2_7)

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated [removed: and combined] balance sheets of Veralto Corporation (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated and combined statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated and combined financial statements”).

In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

| | | | | | | [removed: Goodwill Impairment] [added: Goodwill Impairment] | | |

| *Description of the Matter* | | | | | | As [removed: discussed] [added: described] in Note [removed: 1 and Note] 9 to the consolidated and combined financial statements, goodwill is tested for impairment at least [removed: annually] [added: annually, or more frequently if indicators of potential goodwill impairment exists,] at the reporting unit level. Total goodwill as of December 31, [removed: 2023] [added: 2024] was [removed: $2.5] [added: $2.7] billion. To estimate the fair value of each reporting unit, the Company used [removed: a] [added: the] market approach based on [removed: a] multiples of earnings before interest, taxes, depreciation and amortization [removed: (EBITDA) derived from peer companies and recent market sale transactions] [added: (EBITDA). The Company did not record any impairment] of [removed: comparable companies.] [added: the carrying value of goodwill during the year ended December 31, 2024.] Auditing management’s goodwill impairment test for the Company’s reporting units was challenging and judgmental due to the estimation required to determine the fair value of the reporting units. In particular, the fair value estimates related to significant assumptions, such as the [removed: determination of the valuation methodology, the] identification of peer companies to derive the [added: trading] EBITDA [removed: multiples, and the assessment of recent market sale transactions of comparable companies,] [added: multiples] involved a high degree of management [removed: judgment.] [added: subjectivity.] | | |

| *How We Addressed the Matter in Our Audit* | | | | | | [added: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the fair value of each reporting unit. For example, we tested controls over the appropriateness of assumptions management used, specifically controls over the identification of peer companies.] To test the estimated fair value of the Company’s reporting units, our audit procedures included, among others, assessing the valuation methodology and testing the significant assumptions used in the Company’s analyses, as well as testing the completeness and accuracy of the underlying data. For example, we compared the significant assumptions to [removed: current] third-party industry and economic data, and to the historical results of the Company’s reporting units. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair values of the reporting units that would result from changes in key assumptions. We also involved internal valuation specialists to assist in our evaluation of [removed: the methodology and] significant [removed: assumptions] [added: assumptions, specifically the identification of peer companies,] used by the Company. In addition, we tested management’s reconciliation of the fair values of its reporting units to the market capitalization of the Company. | | |

[removed: | February 28, 2024 | | |][added: 2024]

CONSOLIDATED [removed: AND COMBINED] BALANCE SHEETS

($ in millions, except per share [removed: amount)][added: amounts)]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | | [added: | | |]

| Cash and equivalents | | | $ | [removed: 762] [added: 1,101] | | | | | $ | [removed: —] [added: 762] | |

| Trade accounts receivable, less allowance for [removed: doubtful accounts of $36 as] [added: credit losses] of [removed: December 31, 2023] [added: $37] and [removed: $34 as of December 31, 2022] [added: $36, respectively] | | | [removed: 826] [added: 812] | | | | | | [removed: 816] [added: 826] | | |

| Inventories | | | [removed: 297] [added: 288] | | | | | | [removed: 345] [added: 297] | | |

| Prepaid expenses and other current assets | | | [removed: 188] [added: 186] | | | | | | [removed: 119] [added: 188] | | |

| Total current assets | | | [removed: 2,073] [added: 2,387] | | | | | | [removed: 1,280] [added: 2,073] | | |

| Property, plant and equipment, net | | | [removed: 262] [added: 268] | | | | | | [removed: 247] [added: 262] | | |

| Other long-term assets | | | [removed: 398] [added: 523] | | | | | | [removed: 343] [added: 398] | | |

| Goodwill | | | [removed: 2,533] [added: 2,693] | | | | | | [removed: 2,476] [added: 2,533] | | |

| Other intangible assets, net | | | [removed: 427] [added: 535] | | | | | | [removed: 479] [added: 427] | | |

| Total assets | | | $ | [removed: 5,693] [added: 6,406] | | | | | $ | [removed: 4,825] [added: 5,693] | |

| Trade accounts payable | | | $ | [removed: 431] [added: 395] | | | | | $ | [removed: 440] [added: 431] | |

| Accrued expenses and other liabilities | | | [removed: 834] [added: 850] | | | | | | [removed: 683] [added: 834] | | |

| Total current liabilities | | | [removed: 1,265] [added: 1,245] | | | | | | [removed: 1,123] [added: 1,265] | | |

| Other long-term liabilities | | | [removed: 410] [added: 517] | | | | | | [removed: 462] [added: 410] | | |

| Long-term debt | | | [removed: 2,629] [added: 2,599] | | | | | | [removed: —] [added: 2,629] | | |

| Preferred [removed: stock,] [added: stock -] $0.01 par [removed: value,] [added: value] as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] 15 million [removed: and 100] shares [removed: authorized, respectively;] [added: authorized as of both dates;] and 0 shares issued and outstanding as of both dates | | | — | | | | | | — | | |

| Common stock - $0.01 par [removed: value,] [added: value] as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] 1.0 billion shares [removed: and 100 shares authorized, respectively;] [added: authorized as of both dates;] and [removed: 246.4] [added: 247.4] million shares and [removed: 100] [added: 246.3 million] shares issued and outstanding, respectively | | | 2 | | | | | | [removed: —] [added: 2] | | |

| Additional paid-in capital | | | [removed: 2,157] [added: 2,190] | | | | | | [removed: —] [added: 2,157] | | |

| Retained earnings | | | [removed: 178] [added: 917] | | | | | | [removed: —] [added: 178] | | |

| Accumulated other comprehensive loss | | | [removed: (954)] [added: (1,071)] | | | | | | (954) | | |

| Total Veralto equity | | | [removed: 1,383] [added: 2,038] | | | | | | [removed: 3,235] [added: 1,383] | | |

| Noncontrolling interests | | | [removed: 6] [added: 7] | | | | | | [removed: 5] [added: 6] | | |

| Total equity | | | [removed: 1,389] [added: 2,045] | | | | | | [removed: 3,240] [added: 1,389] | | |

| Total liabilities and equity | | | $ | [removed: 5,693] [added: 6,406] | | | | | $ | [removed: 4,825] [added: 5,693] | |

| | | | [removed: 2023 | | |] [added: 2024] | | | [removed: 2022] | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | |

| Sales | | | $ | [removed: 5,021] [added: 5,193] | | | | | $ | [removed: 4,870] [added: 5,021] | | | | | $ | [removed: 4,700] [added: 4,870] | | | | |

| Cost of sales | | | [removed: (2,120)] [added: (2,088)] | | | | | | [removed: (2,110)] [added: (2,120)] | | | | | | [removed: (1,987)] [added: (2,110)] | | | | | |

| Gross profit | | | [removed: 2,901] [added: 3,105] | | | | | | [removed: 2,760] [added: 2,901] | | | | | | [removed: 2,713] [added: 2,760] | | | | | |

| Selling, general and administrative expenses | | | [removed: (1,536)] [added: (1,644)] | | | | | | [removed: (1,431)] [added: (1,536)] | | | | | | [removed: (1,428)] [added: (1,431)] | | | | | |

| Research and development expenses | | | [removed: (225)] [added: (253)] | | | | | | [removed: (217)] [added: (225)] | | | | | | [removed: (244)] [added: (217)] | | | | | |

Report of Management on Veralto Corporation’s Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control-Integrated Framework” (2013 framework).

Based on this assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting is effective.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, excluded TraceGains, which was acquired by the Company in 2024.

This entity, whose total assets and total revenues were excluded from the Company’s assessment, represented under 1% of the related consolidated amounts as of and for the year ended December 31, 2024.

Based upon Securities and Exchange Commission staff guidance, companies are allowed to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired companies.

The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting.

This report dated February 25, 2025 appears on page [4](#i7a126e0a10884db8bd1bd3e84505ea62_15942918604852)[6](#i7a126e0a10884db8bd1bd3e84505ea62_15942918604852) of this Form 10-K.

Opinion on Internal Control Over Financial Reporting

We have audited Veralto Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Veralto Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

As indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of TraceGains, which is included in the 2024 consolidated financial statements of the Company and constituted 0.5% and 0.1% of total and net assets, respectively, as of December 31, 2024 and less than 0.2% of sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of TraceGains.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated and combined statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and schedule listed in the Index at Item 15(a) and our report dated February 25, 2025 expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

| February 25, 2025 | | |

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Veralto Corporation

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

| --- | --- | --- |

| /s/ Ernst & Young LLP | | |

| | | |

| Boston, Massachusetts | | |

| February 25, 2025 | | |

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

[Table of](#i9256b39e2d7a4941bb31089518d982c2_7) [Contents](#i9256b39e2d7a4941bb31089518d982c2_7)

| | | | | | | | | | | | |

| Net Former Parent investment | | | — | | | | | | 4,189 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, January 1, 2021 | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 3,989 | | | | | $ | (814) | | | | | | | | | | | $ | 4 | |

| Balance, December 31, 2021 | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 4,084 | | | | | $ | (887) | | | | | | | | | | | $ | 4 | |

| Amortization | | | 48 | | | | | | 50 | | | | | | 62 | | |

| Proceeds from sale of product lines | | | — | | | | | | — | | | | | | 26 | | |

| Net transfers to Former Parent | | | (147) | | | | | | (781) | | | | | | (800) | | |

| All other financing activities | | | — | | | | | | — | | | | | | 1 | | |

Veralto’s Registration Statement on Form 10, as amended, was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 11, 2023.

The Separation was completed on such date in the form of a pro rata distribution to Danaher stockholders of record on September 13, 2023 of all of the issued and outstanding shares of Veralto common stock held by Danaher.

Each Danaher stockholder of record as of the close of business on September 13, 2023 received one share of Veralto common stock for every three shares of Danaher common stock held on the record date.

Because September 30, 2023 was a Saturday, not a business day, the shares were credited to “street name” stockholders through the Depository Trust Company on the first trading day thereafter, October 2, 2023.

Veralto’s common stock began “regular way” trading on the New York Stock Exchange under the ticker symbol “VLTO” on October 2, 2023.

The Company historically operated as part of the Former Parent and not as a separate, publicly-traded company.

The financial statements for the periods prior to the Separation have been derived from the Former Parent’s historical accounting records and are presented on a carve-out basis.

- The Consolidated Balance Sheet at December 31, 2023 consists of our consolidated balances, while the Combined Balance Sheet at December 31, 2022 consists of the combined balances of the Veralto businesses.

- The Consolidated and Combined Statement of Equity for the year ended December 31, 2023 consists of our consolidated activity for the three months ended December 31, 2023 and the combined activity of the Veralto businesses for the nine months ended September 29, 2023.

The Combined Statements of Equity for the years ended December 31, 2022 and 2021, consist of the combined activity of the Veralto businesses.

- The Consolidated and Combined Statement of Cash Flows for the year ended December 31, 2023 consists of our consolidated results for the three months ended December 31, 2023 and the combined results of the Veralto businesses for the nine months ended September 29, 2023.

The Combined Statements of Cash Flows for the years ended December 31, 2022 and 2021, consist of the combined results of the Veralto businesses.

Net Former Parent investment, which includes retained earnings, represents Former Parent’s interest in the recorded net assets of the Company.

doubtful accounts.

Also included in this account as of December 31, 2023 is a tax indemnification asset of $38 million as a result of the separation from Danaher.

Also included in this balance is the noncurrent portion of the tax indemnification asset of $22 million as of December 31, 2023.

based upon the period of time elapsed under the arrangement.

Income Taxes—Prior to the Separation, the Company’s domestic and foreign operating results were included in the income tax returns of the Former Parent.

Under this approach, the Company determined its deferred tax assets and liabilities and related tax expense as if it filed separate tax returns.

The accompanying Combined Balance Sheet as of December 31, 2022 does not contain current income tax payable or other long term income tax payable liabilities, with the exception of certain unrecognized tax benefits for which the Company could reasonably be considered to be the primary obligor.

The amounts are deemed settled with the Former Parent when due and therefore are included in Former Parent’s equity.

Income taxes for the Company are accounted for under the asset and liability method.

Net foreign currency transaction gains or losses were not material for the years ended December 31, 2022 or 2021.

We are currently assessing the impact on our consolidated financial statements and related segment disclosures.

In June 2022, the FASB issued ASU No. 2022-03, *Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions*.

The ASU clarifies the guidance in ASC 820, *Fair Value Measurement,* related to the measurement of the fair value of an equity security subject to contractual sale restrictions and introduces disclosure requirements related to such equity securities.

The Company early adopted the ASU effective July 1, 2022 and the impact of the adoption was not significant.

Management’s annual report on its internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) and the independent registered public accounting firm’s audit report on the effectiveness of the Company’s internal control over financial reporting are included in Item 8.

Financial Statements and Supplementary Data, under the headings “Report of Management on Veralto Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm,” respectively, and are incorporated herein by reference.

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Director and Officer Trading Arrangements

On November 7, 2024, Jennifer L.

Honeycutt, Veralto’s President and Chief Executive Officer, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 54,408 shares of common stock, subject to certain conditions.

Unless otherwise terminated pursuant to its terms, the plan will terminate on October 29, 2025, or when all of the shares under the plan are sold.

On November 25, 2024, Surekha Trivedi, Veralto’s Senior Vice President, Strategy and Sustainability, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act to sell up to 4,111 shares of common stock, subject to certain conditions.

Unless otherwise terminated pursuant to its terms, the plan will terminate on November 14, 2025, or when all of the shares under the plan are sold.

Not applicable.

Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Proposal 1–Election of [removed: Directors of Veralto,] [added: Directors,] Corporate Governance and Other Information in the Proxy Statement for the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders.

Set forth below are the names, ages, positions and experience of Veralto’s executive officers as of February 4, [removed: 2024.][added: 2025.]

| Jennifer L. Honeycutt | | | | | | [removed: 54] [added: 55] | | | | | | President and Chief Executive Officer; Director | | |

| Sameer Ralhan | | | | | | [removed: 50] [added: 51] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Melissa Aquino | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President, Water Quality | | |

| Mattias Byström | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President, Product Quality & Innovation | | |

| Surekha Trivedi | | | | | | [removed: 49] [added: 50] | | | | | | Senior Vice President, Strategy & Sustainability | | |

| Lesley Beneteau | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President, Human Resources | | |

| Sylvia Stein | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President and General Counsel | | |

[removed: Prior to joining Danaher,] Mr. Byström served as Chief Executive Officer of FlexLink, a provider of conveyor systems and factory automation systems, from April 2015 to April 2018.

*Lesley Beneteau* serves as Veralto’s Senior Vice [removed: President,] [added: President and Chief] Human [removed: Resources,] [added: Resources Officer,] and has held a variety of positions since joining Danaher in 2010 including most recently as Vice President, Talent Management of Danaher since November 2015.

*Sylvia Stein* serves as Veralto’s Senior Vice [removed: President, General Counsel.][added: President and Chief Legal Officer.]

Prior to joining Danaher,

The information required by this Item is incorporated by reference from the sections entitled Director Compensation, Compensation Discussion and Analysis, Compensation Committee Report, Compensation Tables and Information (other than the Pay Versus Performance disclosure) and Summary of Employment Agreements and Plans in the Proxy Statement for the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders (provided that the Compensation Committee Report shall not be deemed to be “filed” and the Pay-Versus-Performance disclosure shall not be deemed to be incorporated by reference herein).

The information required by this Item is incorporated by reference from the sections entitled Beneficial Ownership of Veralto Common Stock by Directors, Officers and Principal Shareholders, Summary of Employment Agreements and Plans and Compensation Tables and Information in the Proxy Statement for the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders (provided that the Pay-Versus-Performance disclosure shall not be deemed to be incorporated by reference herein).

The information required by this Item is incorporated by reference from the section entitled Director Independence and Related Person Transactions in the Proxy Statement for the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders.

The information required by this Item is incorporated by reference from the section entitled Proposal 2–Ratification of Independent Registered Public Accounting Firm in the Proxy Statement for the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders.

An index of Exhibits and Schedules is on page [removed: [87](#ib7cec88e744b4a5386b7c12d5c024305_523)] [added: [95](#i24b0d85d0d47482ca4b7e75a0a9a4c9b_88)] of this report.

| Valuation and Qualifying Accounts | | | [removed: [92](#i9256b39e2d7a4941bb31089518d982c2_265)] [added: [101](#i7a126e0a10884db8bd1bd3e84505ea62_271)] | | |

| 4.5 | | | [Description of Securities Registered under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/exhibit45.htm)] [added: Act (incorporated by reference to Exhibit 4.5 to Veralto Corporation’s Annual Report on Form 10-K filed February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/exhibit45.htm)] | | |

| 10.8 | | | [Veralto Corporation Executive Deferred Incentive Program, a sub-plan under the 2023 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1022-form10.htm) [(](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1022-form10.htm)[incorporated] [added: Plan (incorporated] by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form 10 filed with the Commission on August 3, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1022-form10.htm)[)*](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1022-form10.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1022-form10.htm)] | | |

| 10.9 | | | [Veralto Corporation Excess Contribution Program, a sub-plan under the 2023 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1021-form10.htm) [(](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1021-form10.htm)[incorporated] [added: Plan (incorporated] by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form 10 filed with the Commission on August 3, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1021-form10.htm)[)*](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1021-form10.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1021-form10.htm)] | | |

| 10.10 | | | [Veralto Corporation Deferred Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1023-form10.htm) [(incorporated] [added: Plan (incorporated] by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form 10 filed with the Commission on August 3, 2023).](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1023-form10.htm) | | |

| 10.11 | | | [Credit Agreement, dated as of August 31, 2023, by and among Veralto Corporation, certain subsidiaries of Veralto Corporation, Bank of America, N.A., as administrative agent and Bank of America, N.A. as lender and swing line lender (incorporated by reference to Exhibit 10.25 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023031040/exhibit1025-form10x12ba2.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023031040/exhibit1025-form10x12ba2.htm)[,] [added: 31,] 2023)*](https://www.sec.gov/Archives/edgar/data/1967680/000162828023031040/exhibit1025-form10x12ba2.htm) | | |

| 10.12 | | | [Form of Veralto Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit106-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit106-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit106-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit106-form10.htm)*] | | |

| 10.13 | | | [Offer of Employment Letter, dated as of January 27, 2023, between Danaher Corporation and Jennifer Honeycutt (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit107-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit107-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit107-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit107-form10.htm)*] | | |

| 10.14 | | | [Offer of Employment Letter, dated as of May 12, 2023, between DH EAS Employment LLC and Sameer Ralhan (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit108-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit108-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit108-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit108-form10.htm)*] | | |

| 10.15 | | | [Offer of Employment Letter, dated as of January 6, 2023, between Danaher Corporation and Melissa Aquino (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit109-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit109-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit109-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit109-form10.htm)*] | | |

| 10.16 | | | [Employment Agreement, dated as of December 21, 2021, between VTI Sweden AB and Mattias Byström (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1010-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1010-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1010-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1010-form10.htm)*] | | |

| 10.17 | | | [Offer of Employment Letter, dated as of April 10, 2023, between Veralto Corporation and Sylvia [removed: Stein](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/offerofemploymentletterbet.htm)] [added: Stein* (incorporated by reference to Exhibit 10.17 to Veralto Corporation’s Annual Report on Form 10-K filed February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/offerofemploymentletterbet.htm)] | | |

| 10.18 | | | [Amendment to Employment Agreement, dated as of May 5, 2023, between VTI Sweden AB and Mattias Byström (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)*] | | |

| 10.19 | | | [Offer of Employment Letter, dated as of February 27, 2023, between Danaher Corporation and Surekha Trivedi](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1012-form10.htm) [(incorporated by reference to Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)[2](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm) [to] [added: 10.12 to] Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 31, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1011-form10.htm)*] | | |

| [removed: 10.20] [added: 10.28] | | | [Form of Veralto Corporation [removed: Stock Option Agreement] [added: Senior Leader Severance Pay Plan] (incorporated by reference to Exhibit [removed: 10.14] [added: 10.20] to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1014-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1014-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1014-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1020-form10.htm)] | | |

| [removed: 10.21] [added: 10.26] | | | [Form [added: A] of Veralto Corporation [removed: Restricted Stock Unit] Agreement [added: Regarding Competition and Protection of Proprietary Interests] (incorporated by reference to Exhibit [removed: 10.15] [added: 10.18] to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1015-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1015-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1015-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1018-form10.htm)] | | |

| 10.22 | | | [Form of Veralto Corporation Performance Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/exhibit1022vltoformofpsuaw.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1022-formofveralt.htm)] | | |

| [removed: 10.24] [added: 10.27] | | | [Form [added: B] of Veralto Corporation [removed: Stock Option] Agreement [removed: for Non-Employee Directors] [added: Regarding Solicitation and Protection of Proprietary Interests] (incorporated by reference to Exhibit [removed: 10.16] [added: 10.19] to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August [removed: 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1016-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1016-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1016-form10.htm)] [added: 31, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1019-form10.htm)] | | |

| 10.25 | | | [Form of Veralto Corporation Restricted Stock Unit Agreement for Non-Employee [removed: Directors (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1017-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1017-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1017-form10.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1025-veraltorsuaw.htm)] | | |

| [removed: 10.28] [added: 10.29] | | | [removed: [Form of] [added: [First Amendment to] Veralto Corporation Senior [removed: Leader] [added: Leaders] Severance Pay Plan (incorporated by reference to Exhibit [removed: 10.20 to Amendment No. 2] [added: 10.1] to Veralto Corporation’s [removed: Registration Statement on] Form [removed: 10] [added: 8-K] filed [removed: August 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1020-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1020-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1020-form10.htm)] [added: December 15, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000044/exhibit101-firstamendmentt.htm)] | | |

| 21.1 | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/vlto-20231231xexx211subsid.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/vlto-20241231xexx211subsid.htm)] | | |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/exhibit231eyconsent.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/vlto-20241231xexx231xeycon.htm)] | | |

| 31.1 | | | [Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/vlto-20231231xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/vlto-20241231xexx311.htm)] | | |

| 31.2 | | | [Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/vlto-20231231xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/vlto-20241231xexx312.htm)] | | |

| 32.1 | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/vlto-20231231xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/vlto-20241231xexx321.htm)] | | |

| 32.2 | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/vlto-20231231xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/vlto-20241231xexx322.htm)] | | |

| 97.1 | | | [Clawback Policy, Pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of [removed: 2010](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/exhibit971clawbackpolicy.htm)] [added: 2010 (incorporated by reference to Exhibit 97.1 to Veralto Corporation’s Annual Report on Form 10-K filed February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1967680/000196768024000033/exhibit971clawbackpolicy.htm)] | | |

| Date: | | | February [removed: 28, 2024] [added: 25, 2025] | | | By: | | | | | | /s/ JENNIFER L. HONEYCUTT | | |

| /s/ LINDA FILLER | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| [removed: Chairman] [added: Chair] of the Board | | | | | | | | | | | |

| /s/ JENNIFER L. HONEYCUTT | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ SAMEER RALHAN | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ BERNARD M. SKEETE | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ FRANÇOISE COLPRON | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ DANIEL L. COMAS | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ SHYAM P. KAMBEYANDA | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ WILLIAM H. KING | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ WALTER G. LOHR, JR. | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ HEATH A. MITTS | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| /s/ JOHN T. SCHWIETERS | | | | | | February [removed: 28, 2024] [added: 25, 2025] | | | | | |

| 10.20 | | | [Form of Veralto Corporation Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1020-veralto2023s.htm) | | |

| 10.21 | | | [Form of Veralto Corporation Restricted Stock Unit Agreement](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1021-veraltorsuaw.htm) | | |

| 10.24 | | | [Form of Veralto Corporation Stock Option Agreement for Non-Employee Directors](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit1024-stockoptiona.htm) | | |

| 10.30 | | | [Second Amendment to the Senior Leaders Severance Pay Plan of Veralto Corporation and its Affiliated Companies](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit103-secondamendment.htm) | | |

| 19.1 | | | [Veralto Corporation Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1967680/000196768025000008/exhibit191-insidertradin.htm) | | |

| | | | | | |

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| /s/ VIJAY SANKARAN | | | | | | February 25, 2025 | | | | | |

| Vijay Sankaran | | | | | | | | | | | |

| | | | | | | | | | | | |

| Director | | | | | | | | | | | |

| | | | | | | | | | | | |

| Allowance for credit losses | | | $ | 37 | | | | | 9 | | | | | | (1) | | | | | | | | | | | | (6) | | | | | | $ | 39 | |

| Allowance for credit losses | | | $ | 36 | | | | | 10 | | | | | | — | | | | | | | | | | | | (9) | | | | | | $ | 37 | |

| Allowance for credit losses | | | $ | 36 | | | | | 9 | | | | | | (1) | | | | | | | | | | | | (8) | | | | | | $ | 36 | |

| 10.26 | | | [Form A of Veralto Corporation Agreement Regarding Competition and Protection of Proprietary Interests (incorporated by reference to Exhibit 10.18 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1018-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1018-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1018-form10.htm) | | |

| 10.27 | | | [Form B of Veralto Corporation Agreement Regarding](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1019-form10.htm) [Solicitation](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1019-form10.htm) [and Protection of Proprietary Interests (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to Veralto Corporation’s Registration Statement on Form 10 filed August 3](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1019-form10.htm)[1](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1019-form10.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000162828023027286/exhibit1019-form10.htm) | | |

| 10.29 | | | [F](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000044/exhibit101-firstamendmentt.htm)[irst Amendment to Veralto Corporation Senior Leaders Severance Pay Plan (incorporated by reference to Exhibit 10.1 to Veralto Corporation’s Form 8-K filed December 15, 2023)](https://www.sec.gov/Archives/edgar/data/1967680/000196768023000044/exhibit101-firstamendmentt.htm) | | |

| Allowance for doubtful accounts | | | $ | 36 | | | | | 10 | | | | | | — | | | | | | | | | | | | (9) | | | | | | $ | 37 | |

| Allowance for doubtful accounts | | | $ | 36 | | | | | 9 | | | | | | (1) | | | | | | | | | | | | (8) | | | | | | $ | 36 | |

| Allowance for doubtful accounts | | | $ | 43 | | | | | 4 | | | | | | (2) | | | | | | | | | | | | (9) | | | | | | $ | 36 | |