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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended October 3, 2025


☐			TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41770

VERALTO CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		92-1941413
(State of Incorporation)		(I.R.S. Employer Identification Number)

225 Wyman Street, Suite 250		02451
Waltham,	Massachusetts
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 781-755-3655

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	VLTO	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller Reporting Company	☐

Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

The number of shares of common stock outstanding at October 22, 2025 was 248,297,345.

VERALTO CORPORATION

TABLE OF CONTENTS

FORM 10-Q


		Page
PART I -	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets	1

	Consolidated Condensed Statements of Earnings	2

	Consolidated Condensed Statements of Comprehensive Income	3

	Consolidated Condensed Statements of Stockholders' Equity	4

	Consolidated Condensed Statements of Cash Flows	6

	Notes to Consolidated Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37





Item 6.	Exhibits	38

	Signatures	39

VERALTO CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amounts)

(unaudited)


	October 3, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,775	$	1,101
Trade accounts receivable, less allowance for credit losses of $37 as of both dates	875		812
Inventories:
Finished goods	158		122
Work in process	48		39
Raw materials	134		127
Total inventories	340		288
Prepaid expenses and other current assets	205		186
Total current assets	3,195		2,387
Property, plant and equipment, net of accumulated depreciation of $529 and $485, respectively	285		268
Other long-term assets	596		523
Goodwill	2,824		2,693
Other intangible assets, net	529		535
Total assets	$	7,429	$	6,406
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	700	$	—
Trade accounts payable	400		395
Accrued expenses and other liabilities	937		850
Total current liabilities	2,037		1,245
Other long-term liabilities	572		517
Long-term debt	1,972		2,599
Stockholders' Equity:
Preferred stock - $0.01 par value as of October 3, 2025 and December 31, 2024, 15 million shares authorized as of both dates; and 0 shares issued and outstanding as of both dates	—		—
Common stock - $0.01 par value as of October 3, 2025 and December 31, 2024, 1.0 billion shares authorized as of both dates; and 248.3 million and 247.4 million shares issued and outstanding, respectively	2		2

Additional paid-in capital	2,255		2,190
Retained earnings	1,522		917
Accumulated other comprehensive loss	(932)		(1,071)
Total Veralto stockholders' equity	2,847		2,038
Noncontrolling interests	1		7
Total stockholders' equity	2,848		2,045
Total liabilities and stockholders' equity	$	7,429	$	6,406

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VERALTO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

($ and shares in millions, except per share amounts)

(unaudited)


	Three-Month Period Ended				Nine-Month Period Ended
	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
Sales	$	1,404	$	1,314	$	4,107	$	3,848
Cost of sales	(560)		(531)		(1,636)		(1,544)
Gross profit	844		783		2,471		2,304
Operating costs:
Selling, general and administrative expenses	(451)		(412)		(1,312)		(1,220)
Research and development expenses	(67)		(63)		(198)		(184)

Operating profit	326		308		961		900
Nonoperating income (expense):
Other income (expense), net	1		5		(5)		(9)


Interest expense, net	(21)		(27)		(76)		(85)

Earnings before income taxes	306		286		880		806
Income taxes	(67)		(67)		(194)		(200)


Net earnings	$	239	$	219	$	686	$	606







Net earnings per common share:
Basic	$	0.96	$	0.89	$	2.76	$	2.45
Diluted	$	0.95	$	0.88	$	2.74	$	2.43
Average common stock and common equivalent shares outstanding:
Basic	248.5		247.4		248.2		247.2
Diluted	250.6		250.0		250.2		249.4

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VERALTO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)


	Three-Month Period Ended				Nine-Month Period Ended
	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
Net earnings	$	239	$	219	$	686	$	606
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(34)		88		200		23
Pension and post-retirement plan benefit adjustments	—		(1)		(1)		(1)

Unrealized gain (loss) on net investment hedges	(6)		(18)		(60)		(6)
Total other comprehensive income (loss), net of income taxes	(40)		69		139		16

Comprehensive income	$	199	$	288	$	825	$	622

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VERALTO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ and shares in millions)

(unaudited)


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests
Balance, December 31, 2024	247.4	$	2	$	2,190	$	917	$	(1,071)	$	7


Net earnings for the period	—	—		—		225		—		—



Dividends declared	—	—		—		(28)		—		—
Separation related adjustments	—	—		(9)		—		—		—
Other comprehensive income (loss)	—	—		—		—		58		—
Common stock-based award activity	0.4	—		18		—		—		—

Balance, April 4, 2025	247.8	$	2	$	2,199	$	1,114	$	(1,013)	$	7
Net earnings for the period	—	—		—		222		—		—
Dividends declared	—	—		—		(26)		—		—
Other comprehensive income (loss)	—	—		—		—		121		—
Common stock-based award activity	0.3	—		34		—		—		—
Change in noncontrolling interests	—	—		—		—		—		1
Balance, July 4, 2025	248.1	$	2	$	2,233	$	1,310	$	(892)	$	8
Net earnings for the period	—	—		—		239		—		—
Dividends declared	—	—		—		(27)		—		—
Other comprehensive income (loss)	—	—		—		—		(40)		—
Common stock-based award activity	0.2	—		28		—		—		—
Change in noncontrolling interests	—	—		—		—		—		2
Purchase of noncontrolling interests	—	—		(6)		—		—		(9)
Balance, October 3, 2025	248.3	$	2	$	2,255	$	1,522	$	(932)	$	1


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests
Balance, December 31, 2023	246.3	$	2	$	2,157	$	178	$	(954)	$	6


Net earnings for the period	—	—		—		184		—		—
Dividends declared	—	—		—		(22)		—		—
Separation related adjustments	—	—		(54)		—		—		—
Other comprehensive income (loss)	—	—		—		—		(27)		—
Common stock-based award activity	0.5	—		18		—		—		—
Balance, March 29, 2024	246.8	$	2	$	2,121	$	340	$	(981)	$	6
Net earnings for the period	—	—		—		203		—		—
Dividends declared	—	—		—		(22)		—		—
Other comprehensive income (loss)	—	—		—		—		(26)		—
Common stock-based award activity	0.3	—		29		—		—		—

Balance, June 28, 2024	247.1	$	2	$	2,150	$	521	$	(1,007)	$	6
Net earnings for the period	—	—		—		219		—		—
Dividends declared	—	—		—		(23)		—		—


Other comprehensive income (loss)	—	—		—		—		69		—
Common stock-based award activity	0.1	—		23		—		—		—

Balance, September 27, 2024	247.2	$	2	$	2,173	$	717	$	(938)	$	6

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VERALTO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)


	Nine-Month Period Ended
	October 3, 2025		September 27, 2024
Cash flows from operating activities:
Net earnings	$	686	$	606
Noncash items:
Depreciation	31		30
Amortization of intangible assets	27		28
Stock-based compensation expense	61		52
Loss on product line dispositions	6		15





Change in trade accounts receivable, net	(29)		(7)
Change in inventories	(39)		(26)
Change in trade accounts payable	(8)		(10)
Change in prepaid expenses and other assets	(46)		(16)
Change in accrued expenses and other liabilities	77		(82)
Net cash provided by operating activities	766		590
Cash flows from investing activities:

Payments for additions to property, plant and equipment	(43)		(33)

All other investing activities	(20)		(7)
Net cash used in investing activities	(63)		(40)
Cash flows from financing activities:





Payment of dividends	(82)		(67)
Proceeds from the issuance of common stock in connection with stock-based compensation	20		18
All other financing activities	(15)		—













Net cash used in financing activities	(77)		(49)
Effect of exchange rate changes on cash and cash equivalents	48		4
Net change in cash and cash equivalents	674		505
Beginning balance of cash and cash equivalents	1,101		762
Ending balance of cash and cash equivalents	$	1,775	$	1,267
Supplemental disclosures:
Cash interest payments	$	136	$	137
Cash income tax payments	$	124	$	209

See the accompanying Notes to the Consolidated Condensed Financial Statements.

VERALTO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. GENERAL

Veralto Corporation’s (“Veralto” or the “Company”) unifying purpose is Safeguarding the World’s Most Vital Resources**TM. Its diverse group of associates and leading operating companies provide essential technology solutions that monitor, enhance and protect key resources around the globe. The Company is committed to the advancement of public health and safety and believes it is positioned to support its customers as they address large global challenges including environmental resource sustainability, water scarcity, management of severe weather events and food and pharmaceutical security, and the impact of an aging workforce. Through its core offerings in water analytics, water treatment, marking and coding and packaging and color, customers look to the Company’s solutions to help ensure the safety, quality, efficiency and reliability of their products, processes and people globally. The Company operates through two segments – Water Quality (“WQ”) and Product Quality & Innovation (“PQI”). Through the Water Quality segment, the Company improves the quality and reliability of water through its leading brands including Hach, Trojan Technologies and ChemTreat. Through the Product Quality & Innovation segment, the Company promotes consumer trust in products and helps enable product innovation through leading brands including Videojet, Linx, Esko, X-Rite and Pantone.

Basis of Presentation—Veralto prepared the unaudited Consolidated Condensed Financial Statements included herein in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) applicable for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, the Company believes the disclosures are adequate to make the information presented not misleading. The Consolidated Condensed Financial Statements included herein should be read in conjunction with the audited annual Consolidated Financial Statements as of and for the year ended December 31, 2024 and the Notes thereto included within the 2024 Annual Report on Form 10-K.

In the opinion of the Company, the accompanying financial statements contain all adjustments necessary to fairly present the financial position of the Company as of October 3, 2025 and December 31, 2024, and its results of operations for the three and nine-month periods ended October 3, 2025 and September 27, 2024 and its cash flows for each of the nine-month periods then ended.

There have been no changes to the Company’s significant accounting policies described within the 2024 Annual Report on Form 10-K that have a material impact on the Company’s Consolidated Condensed Financial Statements and the related Notes.

Recent Accounting Pronouncements—In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement — reporting Comprehensive Income — Expense Disaggregation Disclosures. The ASU requires entities to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently assessing the impact of this ASU on its disclosures in the Consolidated Financial Statements.

On March 6, 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires registrants to disclose material climate-related risks, activities to mitigate or adapt to such risks, information about board oversight of climate-related risks and climate-related targets or goals that are material to the registrant’s business, results of operations or financial condition. In April 2024, the SEC voluntarily stayed the final rules pending the resolution of certain legal challenges. The Company will continue to monitor developments and analyze the potential impact of the new rules on disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures in ASC 740, Income Taxes, primarily related to the rate reconciliation and income taxes paid information. The ASU is effective for fiscal years beginning after December 15, 2024, and may

be applied retrospectively with early adoption being permitted. The Company is currently assessing the impact on its annual Consolidated Financial Statements and related income tax disclosures for the year ending December 31, 2025, when the guidance will become effective.

Cash and Cash Equivalents—The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.

Operating Leases—As of October 3, 2025 and December 31, 2024, operating lease right-of-use assets where the Company was the lessee were $187 million and $159 million, respectively, and are included within other long-term assets in the accompanying Consolidated Condensed Balance Sheets. The associated operating lease liabilities were $198 million and $168 million as of October 3, 2025 and December 31, 2024, respectively, and are included in accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets.

Prepaid Expenses and Other Current Assets—Prepaid expenses and other current assets primarily result from advance payments to vendors for goods and services and are capitalized until the related goods are received or services are performed. Included in the Company’s prepaid expenses and other current assets are prepaid expenses of $138 million and $110 million as of October 3, 2025 and December 31, 2024, respectively.

Derivative Financial Instruments—The Company is neither a dealer nor a trader in derivative instruments. The Company has generally accepted the exposure to transactional exchange rate movements without using derivative instruments to manage this risk, although the Company from time to time partially hedges its net investments in foreign operations against adverse movements in exchange rates through foreign currency denominated debt and cross-currency swaps. When utilized, the derivative instruments are recorded on the Consolidated Condensed Balance Sheets as either an asset or liability measured at fair value. To the extent the derivative instrument qualifies as an effective hedge, changes in fair value are recognized in accumulated other comprehensive income (loss) in stockholders’ equity. Changes in the value of the foreign currency denominated debt and cross-currency swaps designated as hedges of the Company’s net investment in foreign operations based on spot rates are recognized in accumulated other comprehensive income (loss) in stockholders’ equity and offset changes in the value of the Company’s foreign currency denominated operations. Refer to Notes 7 and 9 for additional information.

NOTE 2. NET EARNINGS PER COMMON SHARE

Basic net earnings per common share (“EPS”) is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS is computed based on the weighted average number of shares of common stock outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive shares of common stock been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares.

Information related to the calculation of net earnings per common share for the three and nine-month periods ended October 3, 2025 and September 27, 2024 is summarized as follows:


	Three-Month Period Ended				Nine-Month Period Ended
($ and shares in millions, except per share amounts)	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
Numerator:
Net earnings	$	239	$	219	$	686	$	606

Denominator:
Weighted average common shares outstanding used in Basic EPS	248.5		247.4		248.2		247.2
Incremental shares from assumed exercise of dilutive options and vesting of dilutive restricted stock units ("RSUs") and performance stock units ("PSUs")	2.1		2.6		2.0		2.2
Weighted average common shares outstanding used in Diluted EPS	250.6		250.0		250.2		249.4

Basic EPS	$	0.96	$	0.89	$	2.76	$	2.45
Diluted EPS	$	0.95	$	0.88	$	2.74	$	2.43

NOTE 3. REVENUE

The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three and nine-month periods ended October 3, 2025 and September 27, 2024. Sales taxes and other usage-based taxes collected from customers are excluded from revenue.


($ in millions)	Water Quality		Product Quality & Innovation		Total
For the Three-Month Period Ended October 3, 2025:
Geographical region:
North America(a)	$	497	$	190	$	687
Western Europe	148		161		309
Other developed markets	17		12		29
High-growth markets(b)	194		185		379
Total	$	856	$	548	$	1,404

Revenue type:
Recurring	$	521	$	355	$	876
Nonrecurring	335		193		528
Total	$	856	$	548	$	1,404

For the Three-Month Period Ended September 27, 2024:
Geographical region:
North America(a)	$	469	$	168	$	637
Western Europe	136		149		285
Other developed markets	17		12		29
High-growth markets(b)	179		184		363
Total	$	801	$	513	$	1,314

Revenue type:
Recurring	$	478	$	327	$	805
Nonrecurring	323		186		509
Total	$	801	$	513	$	1,314


($ in millions)	Water Quality		Product Quality & Innovation		Total
For the Nine-Month Period Ended October 3, 2025:
Geographical region:
North America(a)	$	1,437	$	560	$	1,997
Western Europe	438		483		921
Other developed markets	49		38		87
High-growth markets(b)	551		551		1,102
Total	$	2,475	$	1,632	$	4,107

Revenue type:
Recurring	$	1,484	$	1,049	$	2,533
Nonrecurring	991		583		1,574
Total	$	2,475	$	1,632	$	4,107

For the Nine-Month Period Ended September 27, 2024:
Geographical region:
North America(a)	$	1,350	$	506	$	1,856
Western Europe	399		451		850
Other developed markets	49		36		85
High-growth markets(b)	529		528		1,057
Total	$	2,327	$	1,521	$	3,848

Revenue type:
Recurring	$	1,393	$	964	$	2,357
Nonrecurring	934		557		1,491
Total	$	2,327	$	1,521	$	3,848

(a) The Company defines North America as the United States and Canada.

(b) The Company defines high-growth markets as developing markets of the world which include Asia (with the exception of Japan, Australia and New Zealand), Latin America (including Mexico), the Middle East, Eastern Europe and Africa. The Company defines developed markets as all markets of the world that are not high-growth markets.

The Company sells equipment to customers as well as consumables and services, some of which customers purchase on a recurring basis. Consumables sold for use with the equipment sold by the Company are typically critical to the use of the equipment and are typically used on a one-time or limited basis, requiring frequent replacement in the customer’s operating cycle. Examples of these consumables include chemistries for water testing instruments and cartridges for marking and coding equipment. Additionally, some of the Company’s consumables are used on a stand-alone basis, such as water treatment solutions. The Company separates its goods and services between those typically sold to a customer on a recurring basis and those typically sold to a customer on a nonrecurring basis. Recurring revenue includes revenue from consumables, services, spare parts and operating-type leases (“OTLs”). Nonrecurring revenue includes sales of equipment and sales-type leases (“STLs”). OTLs and STLs are included in the above revenue amounts. For the three-month periods ended October 3, 2025 and September 27, 2024, lease revenue was $26 million and $20 million, respectively. For the nine-month periods ended October 3, 2025 and September 27, 2024, lease revenue was $69 million and $59 million, respectively. Service and software revenue was immaterial for all periods presented. Software revenues for point-in-time licenses are nonrecurring while revenues for Software as a Service and over time licenses are recurring.

Remaining performance obligations related to Topic 606, Revenue from Contracts with Customers, represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. As of October 3, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $321 million. The Company expects to recognize revenue on approximately 42% of the remaining performance obligations over the next 12 months, 32% over the subsequent 12 months, and the remainder recognized thereafter.

The Company often receives cash payments from customers in advance of the Company’s performance, resulting in contract liabilities that are classified as either current or long-term in the Consolidated Condensed Balance Sheets based on the timing of when the Company expects to recognize revenue. As of October 3, 2025 and December 31, 2024, contract liabilities were $283 million and $254 million, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. Revenue recognized during the nine-month periods ended October 3, 2025 and September 27, 2024 that was included in the opening contract liability balance was $166 million and $171 million, respectively.

NOTE 4. SEGMENT INFORMATION

The Company operates and reports its results in two separate business segments consisting of the Water Quality and Product Quality & Innovation segments.

The Company’s Water Quality segment provides proprietary precision instrumentation, consumables, software, services and advanced water treatment technologies to help measure, analyze and treat the world’s water in municipal, industrial, commercial, residential, research and natural resource applications.

The Company’s Product Quality & Innovation segment provides equipment, consumables, software and services for various marking and coding, traceability, printing, packaging design and quality management, packaging converting and color and appearance management applications for consumer packaged goods and industrial products.

Resources are allocated and performance is assessed by the President & Chief Executive Officer (CEO), whom the Company has determined to be the Chief Operating Decision Maker (“CODM”). The CODM evaluates the performance of its segments and allocates resources to them based on operating profit. The CODM also compares actual results to expectations in assessing performance of the segments. Operating profit represents total revenues less operating expenses, excluding nonoperating income and expense and income taxes. Operating profit amounts in the Other segment consist of unallocated corporate costs and other costs not considered part of management’s evaluation of reportable segment operating performance.

The identifiable assets by segment are those used in each segment’s operations. Intersegment amounts are not significant and are eliminated to arrive at combined totals.

Detailed segment data for the three and nine-month periods ended October 3, 2025 and September 27, 2024 is as follows:


	Three-Month Period Ended				Nine-Month Period Ended
($ in millions)	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
Sales:
Water Quality	$	856	$	801	$	2,475	$	2,327
Product Quality & Innovation	548		513		1,632		1,521
Total	$	1,404	$	1,314	$	4,107	$	3,848

Operating profit:
Water Quality	$	222	$	195	$	631	$	564
Product Quality & Innovation	133		137		413		405
Other	(29)		(24)		(83)		(69)
Total	$	326	$	308	$	961	$	900

Depreciation and amortization of intangible assets:
Water Quality	$	10	$	11	$	28	$	32
Product Quality & Innovation	10		6		30		26

Total	$	20	$	17	$	58	$	58

Capital expenditures:
Water Quality	$	6	$	7	$	22	$	21
Product Quality & Innovation	6		2		21		9
Other	—		—		—		3
Total	$	12	$	9	$	43	$	33

Identifiable assets by segment as of October 3, 2025 and December 31, 2024 are as follows:


($ in millions)	October 3, 2025		December 31, 2024
Water Quality	$	2,857	$	2,450
Product Quality & Innovation	2,860		2,657
Other	1,712		1,299
Total	$	7,429	$	6,406

Reconciliations of total segment sales to total segment operating profit and of total segment operating profit to total consolidated earnings before income taxes, for the three and nine-month periods ended October 3, 2025 and September 27, 2024 are as follows:


	Three-Month Period Ended October 3, 2025
($ in millions)	Water Quality		Product Quality & Innovation		Other		Total
Sales	$	856	$	548	$	—	$	1,404
Less: other segment items	(634)		(415)		(29)		(1,078)
Segment operating profit	$	222	$	133	$	(29)	$	326
Other income (expense), net							1
Interest expense, net							(21)
Earnings before income taxes							$	306


	Three-Month Period Ended September 27, 2024
($ in millions)	Water Quality		Product Quality & Innovation		Other		Total
Sales	$	801	$	513	$	—	$	1,314
Less: other segment items	(606)		(376)		(24)		(1,006)
Segment operating profit	$	195	$	137	$	(24)	$	308
Other income (expense), net							5
Interest expense, net							(27)
Earnings before income taxes							$	286


	Nine-Month Period Ended October 3, 2025
($ in millions)	Water Quality		Product Quality & Innovation		Other		Total
Sales	$	2,475	$	1,632	$	—	$	4,107
Less: other segment items	(1,844)		(1,219)		(83)		(3,146)
Segment operating profit	$	631	$	413	$	(83)	$	961
Other income (expense), net							(5)
Interest expense, net							(76)
Earnings before income taxes							$	880


	Nine-Month Period Ended September 27, 2024
($ in millions)	Water Quality		Product Quality & Innovation		Other		Total
Sales	$	2,327	$	1,521	$	—	$	3,848
Less: other segment items	(1,763)		(1,116)		(69)		(2,948)
Segment operating profit	$	564	$	405	$	(69)	$	900
Other income (expense), net							(9)
Interest expense, net							(85)
Earnings before income taxes							$	806

NOTE 5. INCOME TAXES

The following table summarizes the Company’s effective tax rate:


	Three-Month Period Ended				Nine-Month Period Ended
	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
Effective tax rate	21.9	%	23.4	%	22.0	%	24.8	%

The Company operates globally, including in certain jurisdictions with higher statutory tax rates than the United States (“U.S.”). Therefore, based on earnings mix, the impact of operating in such jurisdictions contributes to a higher effective tax rate compared to the U.S. federal statutory tax rate.

The effective tax rate for the three-month period ended October 3, 2025 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above and a net discrete provision of $1 million related primarily to the impact of uncertain tax positions, partially offset by the impact of a German tax rate change on deferred taxes. The net discrete provision increased the effective tax rate by 0.3% for the three-month period ended October 3, 2025.

The effective tax rate for the nine-month period ended October 3, 2025 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above, the unfavorable impact of a non-deductible loss on the sale of a product line of $2 million, and a net discrete benefit of $1 million related primarily to the impact of a German tax rate change on deferred taxes, partially offset by the impact of uncertain tax positions. The net discrete benefit decreased the effective tax rate by 0.1% for the nine-month period ended October 3, 2025.

The effective tax rate for the three-month period ended September 27, 2024 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above, net discrete expense of $1 million related primarily to the impact of uncertain tax positions, partially offset by excess tax benefits from stock-based compensation. The net discrete expense increased the effective tax rate by 0.3% for the three-month period ended September 27, 2024.

The effective tax rate for the nine-month period ended September 27, 2024 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above, the unfavorable impact of a non-deductible loss on the sale of a product line of $3 million, and a net discrete expense of $5 million related primarily to the impact of uncertain tax positions, partially offset by excess tax benefits from stock-based compensation. The net discrete expense increased the effective tax rate by 1.0% for the nine-month period ended September 27, 2024.

On July 4, 2025, an act to provide for reconciliation to title II of H. Con. Res. 14 (known commonly as the One Big Beautiful Bill Act (“OBBBA”)) was enacted into law. The OBBBA includes eliminating the requirement to capitalize U.S. R&D, permanent extension of certain provisions of the Tax Cuts & Jobs Act of 2017 and other corporate tax impacts. The Company has considered the impact on the condensed consolidated financial statements and concluded it is immaterial.

For a description of the Company’s significant tax matters, reference is made to the financial statements as of and for the year ended December 31, 2024 and Note 6 to the financial statements included within the 2024 Annual Report on Form 10-K.

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

The following is a rollforward of the Company’s goodwill:


($ in millions)
Balance, December 31, 2024	$	2,693
Attributable to 2025 acquisitions	14
Attributable to 2025 divestitures	(2)

Foreign currency translation and other	119
Balance, October 3, 2025	$	2,824

The carrying value of goodwill by segment is summarized as follows:


($ in millions)	October 3, 2025		December 31, 2024
Water Quality	$	1,329	$	1,256
Product Quality & Innovation	1,495		1,437
Total	$	2,824	$	2,693

The Company has not identified any goodwill impairment indicators in the three and nine-month periods ended October 3, 2025.

The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company has not identified any impairment triggers in the three and nine-month periods ended October 3, 2025.

NOTE 7. FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value for assets and liabilities required to be carried at fair value and provide for certain disclosures related to the valuation methods used within the valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation.
Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows:


($ in millions)	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
October 3, 2025




Liabilities:
Deferred compensation liabilities	$	41	$	—	$	—	$	41
Cross-currency swap derivative contracts	—		10		—		10
Total Liabilities	$	41	$	10	$	—	$	51

December 31, 2024




Liabilities:
Deferred compensation liabilities	$	32	$	—	$	—	$	32

Total Liabilities	$	32	$	—	$	—	$	32

Certain management employees participate in the Company’s nonqualified deferred compensation programs, which permit such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment. All amounts deferred under such plans are unfunded, unsecured obligations and are presented as a component of the compensation and benefits accrual included in other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. Participants may choose among alternative earnings rates for the amounts they defer, which are primarily based on investment options within the defined contribution plans for the benefit of U.S. employees (“401(k) Programs”) (except that the earnings rates for amounts contributed unilaterally by the Company are entirely based on changes in the value of the Company’s common stock). Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts, which are based on the applicable earnings rates.

The cross-currency swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and current currency exchange rates and forward curves as inputs. Refer to Note 9 for additional information.

Fair Value of Financial Instruments

The carrying amounts and fair values of the Company’s financial instruments were as follows:


	October 3, 2025				December 31, 2024
($ in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Debt Obligations:
Current portion of long-term debt	$	700	$	708	$	—	$	—
Long-term debt	1,972		2,053		2,599		2,638

As of October 3, 2025 and December 31, 2024, short and long-term borrowings were categorized as Level 1. The fair value of long-term borrowings was based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings is attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing. The fair values of borrowings with original maturities of one year or less, as well as cash and cash equivalents, trade accounts receivable, net and trade accounts payable, generally approximate their carrying amounts due to the short-term maturities of these instruments.

NOTE 8. FINANCING

As of October 3, 2025, the Company was in compliance with all of its debt covenants. The components of the Company’s debt were as follows:


($ in millions)	Outstanding Amount
Description and Aggregate Principal Amount	October 3, 2025		December 31, 2024
5.50% senior unsecured notes due 9/18/2026 ($700 million) (the "2026 Notes")	$	700	$	697
5.35% senior unsecured notes due 9/18/2028 ($700 million) (the "2028 Notes")	696		696
4.15% senior unsecured notes due 9/19/2031 (€500 million) (the "2031 Notes")	583		513
5.45% senior unsecured notes due 9/18/2033 ($700 million) (the "2033 Notes")	693		693

Total debt	2,672		2,599
Less: current portion of long-term debt	(700)		—
Long-term debt	$	1,972	$	2,599

Unamortized debt discounts and debt issuance costs totaled $15 million and $19 million as of October 3, 2025 and December 31, 2024, respectively. Debt discounts and issuance costs are presented as a reduction of debt in the Consolidated Condensed Balance Sheets and are amortized as a component of interest expense over the term of the related debt. Refer to Note 12 of the 2024 Annual Report on Form 10-K for a description of the Company’s debt financing.

There were no amounts outstanding under the credit facility or commercial paper program as of October 3, 2025.

NOTE 9. DERIVATIVES AND HEDGING TRANSACTIONS

On July 29, 2025, the Company entered into cross-currency swap derivative contracts with a total notional amount of $410 million to partially hedge its net investments in non-U.S. operations against adverse movements in

exchange rates between the U.S. dollar and the euro and Swiss franc. These contracts are agreements to exchange fixed-rate payments in one currency for fixed-rate payments in another currency and effectively convert U.S. dollar-denominated bonds to obligations denominated in the hedged currency. These contracts also reduce the interest rate from the stated interest rates on the U.S. dollar-denominated debt to the interest rates of the swaps. The changes in the spot rate of these instruments are recorded in accumulated other comprehensive income (loss) (“OCI”) in stockholders’ equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated OCI. The interest income or expense from these swaps is recorded in interest expense in the accompanying Consolidated Condensed Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature in September 2030 and September 2033.

In September 2023, the Company issued €500 million of foreign currency denominated long-term debt that is designated as a partial hedge of its net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. This foreign currency denominated long-term debt issuance is designated and qualifies as a nonderivative hedging instrument. Accordingly, the foreign currency translation of this debt instrument is recorded in accumulated OCI, offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated OCI. This instrument matures in September 2031.

The following table summarizes the notional values as of October 3, 2025 and September 27, 2024 and pretax impact of changes in the fair values of instruments designated as net investment hedges in accumulated OCI for the three and nine-month periods ended October 3, 2025 and September 27, 2024:


($ in millions)	Notional Amount Outstanding		Gain (Loss) Recognized in OCI		Amounts Reclassified from OCI
For the Three-Month Period Ended October 3, 2025:
Net investment hedges:
Cross-currency contracts	$	410	$	(10)	$	—
Foreign currency denominated debt	583		2		—



Total	$	993	$	(8)	$	—

For the Three-Month Period Ended September 27, 2024:
Net investment hedges:

Foreign currency denominated debt	$	554	$	(23)	$	—





For the Nine-Month Period Ended October 3, 2025:
Net investment hedges:
Cross-currency contracts	$	410	$	(10)	$	—
Foreign currency denominated debt	583		(69)		—



Total	$	993	$	(79)	$	—

For the Nine-Month Period Ended September 27, 2024:
Net investment hedges:

Foreign currency denominated debt	$	554	$	(7)	$	—

Gains or losses related to the net investment hedges are classified as net investment hedges adjustments in the schedule of changes in OCI in Note 11, as these items are attributable to the Company’s hedge of its net investment in foreign operations.

The Company did not reclassify any other deferred gains or losses related to the net investment hedges from accumulated other comprehensive income (loss) to earnings during the three and nine-month periods ended October 3, 2025 and September 27, 2024. In addition, the Company did not have any ineffectiveness related to the net investment hedges during the three and nine-month periods ended October 3, 2025 and September 27, 2024, and should they arise, any ineffective portions of the hedges would be reclassified from accumulated OCI into earnings during the period of change. The cash inflows and outflows associated with the Company’s derivative

contracts designated as net investment hedges are classified in all other investing activities in the accompanying Consolidated Condensed Statements of Cash Flows, except for cash flows from the periodic interest settlements on the cross-currency swaps which are reported as cash flows from operating activities in the Consolidated Condensed Statements of Cash Flows.

The Company’s derivative instruments, as well as its nonderivative debt instrument designated and qualifying as a net investment hedge, were classified in the Company’s Consolidated Condensed Balance Sheets as follows:


($ in millions)	October 3, 2025		December 31, 2024
Derivative instruments





Other long-term liabilities	$	10	$	—

Nonderivative hedging instruments
Long-term debt	$	583	$	513

Amounts related to the Company’s derivatives expected to be reclassified from accumulated OCI to net earnings during the next 12 months, if interest rates and foreign exchange rates remain unchanged, were not significant.

NOTE 10. COMMITMENTS AND CONTINGENCIES

The Company reviews the adequacy of its legal reserves on a quarterly basis and establishes reserves for loss contingencies that are both probable and reasonably estimable. For a further description of the Company’s litigation and contingencies, refer to Note 16 of the Company’s financial statements as of and for the year ended December 31, 2024 included within the 2024 Annual Report on Form 10-K.

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty periods depend on the nature of the product and range from the date of such sale up to twenty years. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor and in certain instances estimated property damage. As of October 3, 2025 and December 31, 2024, the Company had accrued warranty liabilities of $31 million and $30 million, respectively.

NOTE 11. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

For a description of the stock-based compensation programs in which certain employees of the Company participate, reference is made to Note 17 of the Company’s financial statements as of and for the year ended December 31, 2024 included within the 2024 Annual Report on Form 10-K.

The Company’s stock-based compensation expense for the three-month periods ended October 3, 2025 and September 27, 2024 was $21 million and $17 million, respectively. The Company’s stock-based compensation expense for the nine-month periods ended October 3, 2025 and September 27, 2024 was $61 million and $52 million, respectively.

Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. As of October 3, 2025, $45 million of total unrecognized compensation cost related to RSUs and PSUs is expected to be recognized over a weighted average period of approximately two years. As of October 3, 2025, $40 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) refers to certain gains and losses that under GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. Net investment hedge adjustments reflect the gains or losses on the foreign currency denominated long-term debt issuance designated as a nonderivative hedging instrument, as well as the Company’s cross-currency swap derivatives designated as net investment hedges, net of any income tax impacts.

Pension and postretirement plan benefit adjustments relate to unrecognized prior service credits and actuarial losses.

The changes in accumulated other comprehensive income (loss) by component are summarized below:


($ in millions)	Foreign Currency Translation Adjustments		Net Investment Hedges		Pension and Postretirement Plan Benefit Adjustments			Accumulated Other Comprehensive Income (Loss)
For the Three-Month Period Ended October 3, 2025:
Balance, July 4, 2025	$	(844)	$	(42)	$	(6)		$	(892)
Other comprehensive income (loss):
Increase (decrease)	(34)		(8)		—			(42)
Income tax impact	—		2		—			2





Net other comprehensive income (loss), net of income taxes	(34)		(6)		—			(40)
Balance, October 3, 2025	$	(878)	$	(48)	$	(6)		$	(932)

For the Three-Month Period Ended September 27, 2024:
Balance, June 28, 2024	$	(1,004)	$	(2)	$	(1)		$	(1,007)
Other comprehensive income (loss):
Increase (decrease)	88		(23)		—			65
Income tax impact	—		5		—			5
Other comprehensive income (loss) before reclassifications, net of income taxes	88		(18)		—			70
Reclassification adjustments:
Decrease	—		—		(1)		(a)	(1)

Reclassification adjustments, net of income taxes	—		—		(1)			(1)
Net other comprehensive income (loss), net of income taxes	88		(18)		(1)			69
Balance, September 27, 2024	$	(916)	$	(20)	$	(2)		$	(938)


($ in millions)	Foreign Currency Translation Adjustments		Net Investment Hedges		Pension and Postretirement Plan Benefit Adjustments			Accumulated Other Comprehensive Income (Loss)
For the Nine-Month Period Ended October 3, 2025:
Balance, December 31, 2024	$	(1,078)	$	12	$	(5)		$	(1,071)
Other comprehensive income (loss):
Increase (decrease)	200		(79)		(1)			120
Income tax impact	—		19		—			19





Net other comprehensive income (loss), net of income taxes	200		(60)		(1)			139
Balance, October 3, 2025	$	(878)	$	(48)	$	(6)		$	(932)

For the Nine-Month Period Ended September 27, 2024:
Balance, December 31, 2023	$	(939)	$	(14)	$	(1)		$	(954)
Other comprehensive income (loss):
Increase (decrease)	23		(7)		—			16
Income tax impact	—		1		—			1
Other comprehensive income (loss) before reclassifications, net of income taxes	23		(6)		—			17
Reclassification adjustments:
Decrease	—		—		(1)		(a)	(1)

Reclassification adjustments, net of income taxes	—		—		(1)			(1)
Net other comprehensive income (loss), net of income taxes	23		(6)		(1)			16
Balance, September 27, 2024	$	(916)	$	(20)	$	(2)		$	(938)

(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost.

Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS