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                              July 17, 2023

       Jennifer L. Honeycutt
       President and Chief Executive Officer
       Veralto Corporation
       2200 Pennsylvania Avenue. N.W., Suite 800W
       Washington, D.C. 20037-1701

                                                        Re: Veralto Corporation
                                                            Amendment No. 2 to
Draft Registration Statement on Form 10
                                                            Submitted June 30,
2023
                                                            CIK No. 0001967680

       Dear Jennifer L. Honeycutt:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form 10, submitted
June 30, 2023

       Exhibit 99.1
       Information Statement Summary
       Description of Indebtedness, page 11

   1.                                                   We note from the
financial information on pages 16, 48, 53 and elsewhere, they you
                                                        anticipate incurring $3
billion in debt in connection with the transaction. Please revise
                                                        this section and
elsewhere throughout the registration statement to disclose the material
                                                        terms of the financing
arrangements.
 Jennifer L. Honeycutt
FirstName   LastNameJennifer L. Honeycutt
Veralto Corporation
Comapany
July        NameVeralto Corporation
     17, 2023
July 17,
Page  2 2023 Page 2
FirstName LastName
Notes to Unaudited Pro Forma Combined Financial Statements, page 54

2.       We note your reference to a commercial sale/license agreement Veralto
and Danaher
         expect to enter into in connection with the separation. Please clarify
if this is a reference to
         the DBS license agreement discussed elsewhere in the Information
Statement. If it is a
         separate agreement, please include a description of the material terms
of the agreement
         and file it as an exhibit to the Registration Statement or tell us why
you do not believe you
         are required to do so.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Business Segments
Water Quality, page 65

3.       We note your changes in response to previous comment 1 and reissue the
         comment. Where the financial statements reflect material changes from
period-to-period
         in one or more line items, Item 303(b)(2) of Regulation S-K requires,
in part, a description
         of the underlying reasons for these material changes in quantitative
and qualitative
         terms. Here and throughout your discussion of your operating results,
where you discuss
         one or more factors responsible for an increase or decrease in a line
item, please quantify
         the contribution of each factor. We note the tables referenced in your
response do not
         quantify all of the factors that impacted core sales.
Capital Expenditures, page 75

4.       We reissue comment 2, as the revised disclosure did not quantify the
components of
         capital expenditures for each of the periods presented, as requested
in the comment.
Intellectual Property, page 94

5.       We reissue comment 3. Please revise to provide additional detail
regarding the
         information requested in the comment with respect to each segment,
rather than the
         company as a whole. In your revision, please separately quantify the
patents for each
         segment in the United States, rather than including U.S. patents
within North America as a
         whole.
 Jennifer L. Honeycutt
FirstName   LastNameJennifer L. Honeycutt
Veralto Corporation
Comapany
July        NameVeralto Corporation
     17, 2023
July 17,
Page  3 2023 Page 3
FirstName LastName
       You may contact Christie Wong at (202) 551-3684 and Jeanne Baker (202)
551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at (202) 551-4466 or Abby Adams at (202) 551-6902 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Industrial
Applications and
                                                          Services
cc:      Thomas Greenberg, Esq.