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 April 4, 2025
OR
| 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
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (I.R.S. Employer Identification Number) | ||||||||||
| (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 | ||||||
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.
| ☒ | 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 April 22, 2025 was 247,861,167 .
VERALTO CORPORATION
TABLE OF CONTENTS
FORM 10-Q
| Page | ||||||||
| PART I - | FINANCIAL INFORMATION | |||||||
| PART II - | OTHER INFORMATION | |||||||
VERALTO CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
($ in millions, except per share amounts)
(unaudited)
| April 4, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade accounts receivable, less allowance for credit losses of $ | |||||||||||
| Inventories: | |||||||||||
| Finished goods | |||||||||||
| Work in process | |||||||||||
| Raw materials | |||||||||||
| Total inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Other long-term assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Trade accounts payable | $ | $ | |||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Long-term debt | |||||||||||
| Stockholders' Equity: | |||||||||||
Preferred stock - $ | |||||||||||
Common stock - $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Veralto stockholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
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VERALTO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
($ and shares in millions, except per share amounts)
(unaudited)
| Three-Month Period Ended | |||||||||||
| April 4, 2025 | March 29, 2024 | ||||||||||
| Sales | $ | $ | |||||||||
| Cost of sales | ( | ( | |||||||||
| Gross profit | |||||||||||
| Operating costs: | |||||||||||
| Selling, general and administrative expenses | ( | ( | |||||||||
| Research and development expenses | ( | ( | |||||||||
| Operating profit | |||||||||||
| Nonoperating income (expense): | |||||||||||
| Other income (expense), net | ( | ( | |||||||||
| Interest expense, net | ( | ( | |||||||||
| Earnings before income taxes | |||||||||||
| Income taxes | ( | ( | |||||||||
| Net earnings | $ | $ | |||||||||
| Net earnings per common share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Average common stock and common equivalent shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
2
VERALTO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
($ in millions)
(unaudited)
| Three-Month Period Ended | |||||||||||
| April 4, 2025 | March 29, 2024 | ||||||||||
| Net earnings | $ | $ | |||||||||
| Other comprehensive income (loss), net of income taxes: | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Pension and post-retirement plan benefit adjustments | ( | ||||||||||
| Unrealized gain (loss) on net investment hedge | ( | ||||||||||
| Total other comprehensive income (loss), net of income taxes | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
3
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 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net earnings for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Separation related adjustments | — | — | ( | — | — | — | |||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Common stock-based award activity | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, April 4, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Common Stock | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | ||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net earnings for the period | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Dividends declared | — | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Separation related adjustments | — | — | ( | — | — | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | — | |||||||||||||||||||||||||||||
| Common stock-based award activity | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, March 29, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
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VERALTO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
($ in millions)
(unaudited)
| Three-Month Period Ended | |||||||||||
| April 4, 2025 | March 29, 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Noncash items: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Stock-based compensation expense | |||||||||||
| Loss on product line dispositions | |||||||||||
| Change in trade accounts receivable, net | ( | ||||||||||
| Change in inventories | ( | ( | |||||||||
| Change in trade accounts payable | ( | ||||||||||
| Change in prepaid expenses and other assets | ( | ( | |||||||||
| Change in accrued expenses and other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Payments for additions to property, plant and equipment | ( | ( | |||||||||
| All other investing activities | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payment of dividends | ( | ( | |||||||||
| Proceeds from the issuance of common stock in connection with stock-based compensation | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net change in cash and cash equivalents | |||||||||||
| Beginning balance of cash and cash equivalents | |||||||||||
| Ending balance of cash and cash equivalents | $ | $ | |||||||||
| Supplemental disclosures: | |||||||||||
| Cash interest payments | $ | $ | |||||||||
| Cash income tax payments | $ | $ | |||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
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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 ResourcesTM. 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
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.
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
6
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 April 4, 2025 and December 31, 2024, operating lease right-of-use assets where the Company was the lessee were $175 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 $184 million and $168 million as of April 4, 2025 and December 31, 2024, respectively, and are included in accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets.
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NOTE 2. NET EARNINGS PER COMMON SHARE
Basic net earnings per common share (“EPS”) is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS is computed based on the weighted average number of shares of common stock outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive shares of common stock been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares.
Information related to the calculation of net earnings per common share for the three-month periods ended April 4, 2025 and March 29, 2024 is summarized as follows:
| Three-Month Period Ended | |||||||||||
| ($ and shares in millions, except per share amounts) | April 4, 2025 | March 29, 2024 | |||||||||
| Numerator: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Denominator: | |||||||||||
| Weighted average common shares outstanding used in Basic EPS | |||||||||||
| Incremental shares from assumed exercise of dilutive options and vesting of dilutive restricted stock units ("RSUs") and performance stock units ("PSUs") | |||||||||||
| Weighted average common shares outstanding used in Diluted EPS | |||||||||||
| Basic EPS | $ | $ | |||||||||
| Diluted EPS | $ | $ | |||||||||
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NOTE 3. REVENUE
The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three-month periods ended April 4, 2025 and March 29, 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 April 4, 2025: | |||||||||||||||||
| Geographical region: | |||||||||||||||||
North America(a) | $ | $ | $ | ||||||||||||||
| Western Europe | |||||||||||||||||
| Other developed markets | |||||||||||||||||
High-growth markets(b) | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Revenue type: | |||||||||||||||||
| Recurring | $ | $ | $ | ||||||||||||||
| Nonrecurring | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| For the Three-Month Period Ended March 29, 2024: | |||||||||||||||||
| Geographical region: | |||||||||||||||||
North America(a) | $ | $ | $ | ||||||||||||||
| Western Europe | |||||||||||||||||
| Other developed markets | |||||||||||||||||
High-growth markets(b) | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Revenue type: | |||||||||||||||||
| Recurring | $ | $ | $ | ||||||||||||||
| Nonrecurring | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
(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 April 4, 2025 and March 29, 2024, lease revenue was $22 million and $19 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 April 4, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $310 million. The Company expects to
9
recognize revenue on approximately 42 % of the remaining performance obligations over the next 12 months, 33 % over the subsequent 12 months, and the remainder recognized thereafter.
NOTE 4. SEGMENT INFORMATION
The Company operates and reports its results in two
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.
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Detailed segment data for the three-month periods ended April 4, 2025 and March 29, 2024 is as follows:
| Three-Month Period Ended | |||||||||||
| ($ in millions) | April 4, 2025 | March 29, 2024 | |||||||||
| Sales: | |||||||||||
| Water Quality | $ | $ | |||||||||
| Product Quality & Innovation | |||||||||||
| Total | $ | $ | |||||||||
| Operating profit: | |||||||||||
| Water Quality | $ | $ | |||||||||
| Product Quality & Innovation | |||||||||||
| Other | ( | ( | |||||||||
| Total | $ | $ | |||||||||
| Depreciation and amortization of intangible assets: | |||||||||||
| Water Quality | $ | $ | |||||||||
| Product Quality & Innovation | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
| Capital expenditures: | |||||||||||
| Water Quality | $ | $ | |||||||||
| Product Quality & Innovation | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
Identifiable assets by segment as of April 4, 2025 and December 31, 2024 are as follows:
| ($ in millions) | April 4, 2025 | December 31, 2024 | |||||||||
| Water Quality | $ | $ | |||||||||
| Product Quality & Innovation | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
11
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-month periods ended April 4, 2025 and March 29, 2024 are as follows:
| Three-Month Period Ended April 4, 2025 | ||||||||||||||||||||||||||
| ($ in millions) | Water Quality | Product Quality & Innovation | Other | Total | ||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: other segment items | ( | ( | ( | ( | ||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||
| Earnings before income taxes | $ | |||||||||||||||||||||||||
| Three-Month Period Ended March 29, 2024 | ||||||||||||||||||||||||||
| ($ in millions) | Water Quality | Product Quality & Innovation | Other | Total | ||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: other segment items | ( | ( | ( | ( | ||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||
| Earnings before income taxes | $ | |||||||||||||||||||||||||
NOTE 5. INCOME TAXES
The following table summarizes the Company’s effective tax rate:
| Three-Month Period Ended | |||||||||||
| April 4, 2025 | March 29, 2024 | ||||||||||
| Effective tax rate | % | % | |||||||||
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 April 4, 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 $2 million related primarily to the impact of excess tax benefits from stock-based compensation. The net discrete items had no impact on the effective tax rate for the three-month period ended April 4, 2025.
The effective tax rate for the three-month period ended March 29, 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 benefit of $1 million related primarily to excess tax benefits from stock-based compensation. The net discrete benefits reduced the effective tax rate by 1.6 % for the three-month period ended March 29, 2024.
For a description of the Company’s significant tax matters, reference is made to the financial statements as of and for the year ended December 31, 2024 and Note 6 to the financial statements included within the 2024 Annual Report on Form 10-K.
12
NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS
The following is a rollforward of the Company’s goodwill:
| ($ in millions) | |||||
| Balance, December 31, 2024 | $ | ||||
| Attributable to 2025 divestitures | ( | ||||
| Foreign currency translation and other | |||||
| Balance, April 4, 2025 | $ | ||||
The carrying value of goodwill by segment is summarized as follows:
| ($ in millions) | April 4, 2025 | December 31, 2024 | |||||||||
| Water Quality | $ | $ | |||||||||
| Product Quality & Innovation | |||||||||||
| Total | $ | $ | |||||||||
The Company has not identified any goodwill impairment indicators in the three-month period ended April 4, 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 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 | |||||||||||||||||||
| April 4, 2025 | |||||||||||||||||||||||
| Deferred compensation liabilities | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Deferred compensation liabilities | $ | $ | $ | $ | |||||||||||||||||||
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
13
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.
Fair Value of Financial Instruments
The carrying amounts and fair values of the Company’s financial instruments were as follows:
| April 4, 2025 | December 31, 2024 | ||||||||||||||||||||||
| ($ in millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
| Long-term debt | $ | $ | $ | $ | |||||||||||||||||||
As of April 4, 2025, long-term borrowings were categorized as Level 1. The fair value of long-term borrowings was based on quoted market prices. 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 April 4, 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 | April 4, 2025 | December 31, 2024 | ||||||||||||
| $ | $ | |||||||||||||
| Long-term debt | $ | $ | ||||||||||||
Unamortized debt discounts and debt issuance costs totaled $17 million and $19 million as of April 4, 2025 and December 31, 2024, respectively. Debt discounts and issuance costs are presented as a reduction of debt in the Consolidated Condensed Balance Sheets and are amortized as a component of interest expense over the term of the related debt. Refer to Note 12 of the 2024 Annual Report on Form 10-K for a description of the Company’s debt financing.
There were no
NOTE 9. HEDGING TRANSACTIONS
The Company is neither a dealer nor a trader in derivative instruments. The Company has generally accepted the exposure to transactional exchange rate movements without using derivative instruments to manage this risk. The Company has €500 million of foreign currency denominated long-term debt that is designated as a partial hedge of its net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. This foreign currency denominated long-term debt issuance is designated and qualifies as a nonderivative hedging instrument. Accordingly, the foreign currency translation of this debt instrument is recorded in accumulated other comprehensive income (loss), offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated other comprehensive income (loss). This instrument matures in September 2031.
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The following table summarizes the notional values as of April 4, 2025 and March 29, 2024 and pretax impact of changes in the fair values of instruments designated as net investment hedges in accumulated other comprehensive income (“OCI”) for the three-month periods ended April 4, 2025 and March 29, 2024:
($ in millions) | Notional Amount Outstanding | Gain (Loss) Recognized in OCI | Amounts Reclassified from OCI | ||||||||||||||
| For the Three-Month Period Ended April 4, 2025: | |||||||||||||||||
| Net investment hedges: | |||||||||||||||||
| Foreign currency denominated debt | $ | $ | ( | $ | |||||||||||||
| For the Three-Month Period Ended March 29, 2024 | |||||||||||||||||
| Net investment hedges: | |||||||||||||||||
| Foreign currency denominated debt | $ | $ | $ | ||||||||||||||
The Company did not reclassify any other deferred gains or losses related to the net investment hedge from accumulated other comprehensive income (loss) to earnings during the three-month periods ended April 4, 2025 and March 29, 2024. In addition, the Company did not have any ineffectiveness related to the net investment hedge during the three-month periods ended April 4, 2025 and March 29, 2024, and should they arise, any ineffective portions of the hedge would be reclassified from accumulated other comprehensive income (loss) into earnings during the period of change.
The Company’s nonderivative debt instrument designated and qualifying as a net investment hedge, was classified in the Company’s Consolidated Condensed Balance Sheets within Long-term debt as of April 4, 2025.
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.
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 April 4, 2025 and March 29, 2024 was $16 million and $15 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 April 4, 2025, $71 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 April 4, 2025, $56 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years . Future compensation amounts will be adjusted for any changes in estimated forfeitures.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) refers to certain gains and losses that under GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments are generally not adjusted for income
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taxes as they relate to indefinite investments in non-U.S. subsidiaries. Net investment hedge adjustments reflect the gains or losses on the foreign currency denominated long-term debt issuance designated as a nonderivative hedging instrument. Pension and postretirement plan benefit adjustments relate to unrecognized prior service credits and actuarial losses.
The changes in accumulated other comprehensive income (loss) by component are summarized below:
($ in millions) | Foreign Currency Translation Adjustments | Net Investment Hedges | Pension and Postretirement Plan Benefit Adjustments | Accumulated Comprehensive Income (Loss) | |||||||||||||||||||
| Balance, December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Increase (decrease) | ( | ( | |||||||||||||||||||||
| Income tax impact | |||||||||||||||||||||||
| Net other comprehensive income (loss), net of income taxes | ( | ( | |||||||||||||||||||||
| Balance, April 4, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Balance, December 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Increase (decrease) | ( | ( | |||||||||||||||||||||
| Income tax impact | ( | ( | |||||||||||||||||||||
| Net other comprehensive income (loss), net of income taxes | ( | ( | |||||||||||||||||||||
| Balance, March 29, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide material information relevant to an assessment of the Company’s financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. The MD&A is designed to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations. The Company’s MD&A is divided into five sections:
•Information Relating to Forward-Looking Statements;
•Overview;
•Results of Operations;
•Liquidity and Capital Resources; and
•Critical Accounting Estimates.
You should read this discussion along with the Company’s MD&A and audited financial statements and Notes thereto as of and for the year ended December 31, 2024, included within the 2024 Annual Report on Form 10-K, and the unaudited financial statements and related Notes as of and for the three-month period ended April 4, 2025 included in this Quarterly Report on Form 10-Q (this “Report”).
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Report, in other documents we file with or furnish to the Securities and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, asset values, 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, customer demand, 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 into, including the impact of changes to global trade policies, restrictions on imports, related countermeasures and reciprocal tariffs; future new or modified laws, regulations, accounting pronouncements or public policy changes; 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; 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. Terminology such as “believe,” “anticipate,” “assume,” “continue,” “should,” “could,” “intend,” “will,” “plan,” “aim,” “expect,” “estimate,” “project,” “target,” “can,” “may,” “possible,” “potential,” “upcoming,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth below and under “Item 1A. Risk Factors” in the 2024 Annual Report on Form 10-K.
Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which
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they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
Below is a summary of material risks and uncertainties we face, some of which we have experienced and any of which may occur in the future. These risks are discussed more fully in “Item 1A. Risk Factors” in the 2024 Annual Report on Form 10-K:
Business and Strategic Risks
•Conditions in the global economy, including military conflicts and changes in trade and tariff policies, the particular markets we serve and the financial markets can adversely affect our business and financial statements.
•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 charge.
•Our growth depends on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.
•Non-U.S. economic, political, legal, compliance, social and business factors can negatively affect our business and financial statements.
•Our growth can also suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
Acquisitions, Divestitures and Investment Risks
•Any inability to consummate acquisitions at our historical rate and appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our business. Our acquisition of businesses, investments, or other strategic relationships could also negatively impact our business and financial statements and our indemnification rights may not fully protect us from liabilities related thereto.
•Divestitures or other dispositions could negatively impact our business and financial statements.
Operational Risks
•Significant disruptions in, or breaches in security of, our information technology (“IT”) systems or data or violations of data privacy laws can adversely affect our business and financial statements.
•Defects and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.
•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 harmed.
•Climate change and sustainability matters, legal or regulatory measures to address climate change and sustainability matters, and any inability on our part to address related stakeholder expectations may negatively affect us.
•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 operations.
•Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets.
•Our restructuring actions can have long-term adverse effects on our business and financial statements.
Intellectual Property Risks
•If we are unable to adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights. These
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risks are particularly pronounced in countries in which we do business that do not have levels of protection of intellectual property comparable to the United States.
•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.
Financial and Tax Risks
•Our existing and future indebtedness may limit our operations and our use of our cash flow and negatively impact our credit ratings; and any failure to comply with the covenants that apply to our indebtedness could adversely affect our business and financial statements.
•We may be required to recognize impairment charges for our goodwill and other intangible assets.
•Foreign currency exchange rates can adversely affect our financial statements.
•Changes in our tax rates or exposure to additional income tax liabilities or assessments could affect our earnings. In addition, audits by tax authorities could result in additional tax payments for prior periods.
•Changes in tax law relating to multinational corporations could adversely affect our tax position.
Legal, Regulatory, Compliance and Reputational Risks
•Our businesses are subject to extensive regulation, and failure to comply with those regulations could adversely affect our business and financial statements.
•We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements.
•Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our business and financial statements.
•Certain provisions in Veralto’s amended and restated certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of Veralto, which could decrease the trading price of Veralto’s common stock.
•The forum selection provisions under Veralto’s amended and restated certificate of incorporation could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders.
•If we are unable to maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.
Separation and Our Relationship with Danaher Risks
•As an independent, publicly traded company, Veralto may not enjoy the same benefits that Veralto did as a part of Danaher.
•Potential indemnification liabilities to Danaher pursuant to the separation agreement could materially and adversely affect Veralto’s business and financial statements.
•In connection with Veralto’s separation from Danaher, Danaher will indemnify Veralto for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure Veralto against the full amount of such liabilities, or that Danaher’s ability to satisfy its indemnification obligation will not be impaired in the future.
•If there is a determination that the separation and/or the distribution, together with certain related transactions, is taxable for U.S. federal income tax purposes, Danaher and its stockholders could incur significant U.S. federal income tax liabilities, and we could also incur significant liabilities.
•Veralto may be affected by significant restrictions, including on its ability to engage in certain corporate transactions for a two-year period after the distribution in order to avoid triggering significant tax-related liabilities.
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•Certain of Veralto’s executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Danaher. Also, certain of Danaher’s current directors and a current Danaher officer and current Danaher employee have joined Veralto’s Board, which may create conflicts of interest or the appearance of conflicts of interest.
•Danaher may compete with Veralto.
•Veralto or Danaher may fail to perform under various transaction agreements that were executed as part of the separation or Veralto may fail to have necessary systems and services in place when certain of the transaction agreements expire.
See “Item 1A. Risk Factors” in the 2024 Annual Report on Form 10-K for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
OVERVIEW
Business Overview
Veralto Corporation’s unifying purpose is Safeguarding the World’s Most Vital ResourcesTM. Our diverse group of leading operating companies provide essential technology solutions that monitor, enhance and protect key resources around the globe. We are committed to the advancement of public health and safety and believe we are positioned to support our customers as they address large global challenges including environmental resource sustainability, water scarcity, management of severe weather events, food and pharmaceutical security, and the impact of an aging workforce. For decades, we have used our scientific expertise and innovative technologies to address complex challenges our customers face across regulated industries – including municipal utilities, food and beverage, pharmaceutical and industrials – where the consequence of failure is high. Through our core offerings in water analytics, water treatment, marking and coding, and packaging and color, customers look to our solutions to help ensure the safety, quality, efficiency and reliability of their products, processes and people globally. Veralto is headquartered in Waltham, Massachusetts with a workforce of nearly 17,000 employees (whom we refer to as “associates”) as of December 31, 2024, strategically located in approximately 50 countries.
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. The Separation was effectuated through a pro-rata dividend distribution on September 30, 2023 of all of the issued and outstanding shares of Veralto common stock held by Danaher as of September 13, 2023. 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.
Veralto operates through two segments – Water Quality (“WQ”) and Product Quality & Innovation (“PQI”). Our businesses within these segments have strong globally recognized brands as a result of our leadership in served markets over several decades. Our WQ segment provides innovative products and services that improve the quality and reliability of water with leading brands including Hach, Trojan Technologies and ChemTreat. Our PQI segment enables our customers to promote consumer trust in their products and help enable product innovation with leading brands including Videojet, Linx, Esko, X-Rite and Pantone. We believe our leading positions result from the strength of our commercial organizations, our legacy of innovation, and our close and long-term connectivity to our customers and knowledge of their workflows, underpinned by our culture of continuous improvement. This has resulted in a large installed base of instruments that drive ongoing consumables and software sales to support our customers. As a result, our business generates recurring sales which represented approximately 61% of total sales during the three months ended April 4, 2025. Our business model also supports a strong margin profile with limited capital expenditure requirements and has generated attractive cash flows. We believe these attributes allow us to deliver financial performance that is resilient across economic cycles.
As a result of our geographic and industry diversity, Veralto faces a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of high-growth markets, trends and costs associated with a global labor force, consolidation of our competitors and increasing regulation. Veralto operates in a highly competitive business environment in most markets, and our long-
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term growth and profitability will depend in particular on our ability to identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality, effectively address the demands of an increasingly regulated global environment and expand our business in high-growth geographies and high-growth market segments. We are making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources to be responsive to our customers throughout the world and improve the efficiency of our operations. We define 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. We define developed markets as all markets of the world that are not high-growth markets.
We also believe that the Veralto Enterprise System (“VES”) provides us with a strong foundation for competitive differentiation. VES is a business management system that consists of a philosophy, processes and tools that guide what Veralto does and measure how well Veralto executes, grounded in a culture of continuous improvement. VES processes and tools are organized around the areas of 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, creating standard work, defining and solving problems in a structured way, and continuously improving processes to drive long term impact.
Veralto uses VES tools to improve our profitability and cash flows, which support our ability to expand our addressable market and improve our market position through investments in areas such as our commercial organization and research and development (“R&D”), including software and digital solutions. 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 over 80 businesses over more than two decades.
Business Performance
During the three-month period ended April 4, 2025, overall revenues increased 6.9% and core sales increased 7.8% compared to the comparable period in 2024 with growth in both segments. Currency exchange rates decreased reported sales by 1.3% and acquisitions, net of divestitures increased reported sales by 0.4% during the three-month period ended April 4, 2025 compared to the comparable period in 2024. For the definition of “core sales” refer to “—Results of Operations” below.
Geographically, the Company’s sales in the three-month period ended April 4, 2025 in developed markets increased year-over-year by 8.2%, driven by increased sales of 8.6% in North America, 7.5% in Western Europe, and 7.4% in other developed markets. Sales in high-growth markets increased 3.3% year-over-year. For the same period, core sales in developed markets increased 8.7% driven by increased core sales of 7.9% in North America and 10.8% in Western Europe. Core sales in high-growth markets increased 6.1% driven by high-single digit increases in Latin America and low-single digit increases in China.
The Company’s net earnings for the three-month period ended April 4, 2025 totaled $225 million, compared to $184 million for the three-month period ended March 29, 2024. The increase in net earnings was primarily driven by increased sales, resulting from higher volumes and positive pricing actions. Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings for the three-month period ended April 4, 2025.
Year-over-year sales and net earnings growth in the three months ended April 4, 2025, particularly related to recurring revenue, benefited from three additional days in the Company's first fiscal quarter of 2025 as compared to the first fiscal quarter of 2024. The benefit of these extra days in the fiscal first quarter will be offset by fewer days in the Company's fiscal fourth quarter of 2025 as compared to the prior year.
Outlook
Looking out over the balance of 2025, in our Water Quality Segment we continue to expect positive secular growth drivers across industrial markets particularly in North America, along with steady demand at municipalities. In our Product Quality and Innovation segment we expect to see steady demand in the consumer-packaged goods markets as the year progresses.
Across both segments we continue to evaluate the potential impact of tariffs and further potential changes in trade policies and tariffs with the objective of implementing various countermeasures to mitigate the impact of tariffs, trade
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policies and other macroeconomic volatility. In any end market environment, the Company leverages VES to drive growth and continuous improvement.
The Company’s outlook for 2025 reflects its current assessment of the global macro-economic environment, including enacted tariffs and the Company’s actions to mitigate adverse financial impacts. The Company’s ability to meet its expectations are subject to numerous risks, including, but not limited to, those described in “Item 1A. Risk Factors” within the Company’s 2024 Annual Report on Form 10-K and any subsequent updates in Item “1A. Risk Factors” within Quarterly Reports on Form 10-Q.
RESULTS OF OPERATIONS
Non-GAAP Measures
In this Report, references to the non-GAAP measure of core sales refer to sales from continuing operations calculated according to GAAP but excluding sales from acquired (or divested) businesses (as defined below, as applicable) and the impact of currency translation.
References to sales or operating profit attributable to acquisitions or acquired businesses refer to sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition less any sales and operating profit, during the applicable period, attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between the period-to-period change in revenue (excluding sales from acquired/divested businesses (as defined above, as applicable)) and the period-to-period change in revenue (excluding sales from acquired/divested businesses (as defined above, as applicable)) after applying current period foreign exchange rates to the prior year period.
Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales growth, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in the Company’s business and facilitating comparisons of the Company’s revenue performance with its performance in prior and future periods and to the Company’s peers. Management also uses core sales growth to measure the Company’s operating and financial performance and as one of the performance measures in the Company’s short-term incentive compensation program. The Company excludes the effect of currency translation from core sales because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and 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 peers, and can also obscure underlying business trends and make comparisons of long-term performance difficult.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of each non-GAAP financial measure to its most directly comparable GAAP financial measure.
Sales Growth and Core Sales Growth
| % Change Three-Month Period Ended April 4, 2025 vs. Comparable 2024 Period | |||||
| Total sales growth (GAAP) | 6.9 | % | |||
| Impact of: | |||||
| Acquisitions/divestitures | (0.4) | % | |||
| Currency exchange rates | 1.3 | % | |||
| Core sales growth (non-GAAP) | 7.8 | % | |||
2025 Sales Compared to 2024
Total sales increased 6.9% during the three-month period ended April 4, 2025, compared to the comparable period in 2024, primarily as a result of core sales growth driven by the factors discussed below by segment.
Acquisitions, net of divestitures increased reported sales by 0.4% and currency exchange rates decreased reported sales by 1.3% during the three-month period ended April 4, 2025, compared to the comparable period in 2024.
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Price increases contributed 1.3% to sales growth on a year-over-year basis during the three-month period ended April 4, 2025, and are reflected as a component of core sales growth above.
Business Segments
Sales by business segment for each of the periods indicated were as follows:
| Three-Month Period Ended | |||||||||||
| ($ in millions) | April 4, 2025 | March 29, 2024 | |||||||||
| Water Quality | $ | 794 | $ | 749 | |||||||
| Product Quality & Innovation | 538 | 497 | |||||||||
| Total | $ | 1,332 | $ | 1,246 | |||||||
For information regarding the Company’s sales by geographical region, refer to Note 3 to the accompanying Consolidated Condensed Financial Statements.
Cost of Sales and Gross Profit
| Three-Month Period Ended | |||||||||||
| ($ in millions) | April 4, 2025 | March 29, 2024 | |||||||||
| Sales | $ | 1,332 | $ | 1,246 | |||||||
| Cost of sales | (527) | (499) | |||||||||
| Gross profit | $ | 805 | $ | 747 | |||||||
| Gross profit margin | 60.4 | % | 60.0 | % | |||||||
Cost of sales increased by $28 million or 5.6% on a year-over-year basis during the three-month period ended April 4, 2025, as compared to the comparable period in 2024, driven primarily by higher year-over-year sales volumes and the impact of foreign currency exchange rates.
Gross profit margins increased 40 basis points on a year-over-year basis for the three-month period ended April 4, 2025, as compared to the comparable period in 2024, driven by positive pricing actions and the net positive impact from the gross profit margin of recent acquisitions offset by the impacts from foreign currency exchange rates.
Operating Expenses
| Three-Month Period Ended | |||||||||||
| ($ in millions) | April 4, 2025 | March 29, 2024 | |||||||||
| Sales | $ | 1,332 | $ | 1,246 | |||||||
| Selling, general and administrative (“SG&A”) expenses | (419) | (394) | |||||||||
| Research and development (“R&D”) expenses | (64) | (60) | |||||||||
| SG&A as a % of sales | 31.5 | % | 31.6 | % | |||||||
| R&D as a % of sales | 4.8 | % | 4.8 | % | |||||||
SG&A expenses as a percentage of sales decreased by 10 basis points during the three-month period ended April 4, 2025, as compared to the comparable period in 2024, driven by the increase in the Company’s sales exceeding the increase in the Company’s SG&A expenses.
R&D expenses as a percentage of sales was flat during the three-month period ended April 4, 2025, as compared to the comparable period in 2024, and primarily consists of growth related R&D initiatives during each of the periods presented.
Operating Profit Performance
Operating profit margins were 24.2% for the three-month period ended April 4, 2025 as compared to 23.5% for the three-month period ended March 29, 2024. The following factors impacted year-over-year operating profit margin comparisons:
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First quarter 2025 vs. first quarter 2024 operating profit margin comparisons were favorably impacted by:
•Costs incurred during 2024 as a result of the Separation from Danaher - 10 basis points
•Higher first quarter 2025 core sales, partially offset by incremental labor costs and sales and marketing growth initiatives - 100 basis points
First quarter 2025 vs. first quarter 2024 operating profit margin comparisons were unfavorably impacted by:
•Costs incurred during the first quarter of 2025 related to certain strategic initiatives - 20 basis points
•The net dilutive impact during 2025 of acquisitions and dispositions - 20 basis points
WATER QUALITY
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.
Water Quality Selected Financial Data
| Three-Month Period Ended | |||||||||||
| ($ in millions) | April 4, 2025 | March 29, 2024 | |||||||||
| Sales | $ | 794 | $ | 749 | |||||||
| Operating profit | 198 | 181 | |||||||||
| Depreciation | 6 | 6 | |||||||||
| Amortization of intangible assets | 2 | 5 | |||||||||
| Operating profit as a % of sales | 24.9 | % | 24.2 | % | |||||||
| Depreciation as a % of sales | 0.8 | % | 0.8 | % | |||||||
| Amortization as a % of sales | 0.3 | % | 0.7 | % | |||||||
Sales Growth and Core Sales Growth
| % Change Three-Month Period Ended April 4, 2025 vs. Comparable 2024 Period | |||||
| Total sales growth (GAAP) | 6.0 | % | |||
| Impact of: | |||||
| Acquisitions/divestitures | 0.1 | % | |||
| Currency exchange rates | 1.3 | % | |||
| Core sales growth (non-GAAP) | 7.4 | % | |||
Total Water Quality segment sales increased 6.0% year-over-year during the three-month period ended April 4, 2025, as compared to the comparable period in 2024, primarily as a result of core sales growth driven by the factors discussed below. Geographically, sales growth was driven by North America, which saw increases of 7.8%, and Western Europe, which saw increases of 7.6% for the three-month period ended April 4, 2025, compared to the comparable period in 2024.
Price increases in the segment contributed 1.0% to sales growth on a year-over-year basis during the three-month period ended April 4, 2025, and are reflected as a component of the change in core sales growth.
Core sales in the Water Quality segment increased 7.4% year-over-year during the three-month period ended April 4, 2025. Geographically, core sales growth was driven by increases of 8.3% in North America and 11.3% in Western Europe during the three-month period ended April 4, 2025 compared to the comparable period in 2024. Core sales in high-growth markets also increased 3.3%, driven by high-single digit increases in Latin America offset by mid-single digit decreases in China.
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The increase in core sales during the three-month period ended April 4, 2025 was driven by the chemical treatment solutions business and, to a lesser extent, the analytical instrumentation business. Core sales in the chemical treatment solutions business increased 11.1% year-over-year in the three-month period ended April 4, 2025, as a result of increased core sales across most major end-markets. Core sales in the analytical instrumentation business increased 5.9% year-over-year for the three-month period ended April 4, 2025 as a result of increased core sales across Western Europe and North America.
Operating Profit Performance
Operating profit margins were 24.9% for the three-month period ended April 4, 2025 as compared to 24.2% for the three-month period ended March 29, 2024. The following factors impacted year-over-year operating profit margin comparisons:
First quarter 2025 vs. first quarter 2024 operating profit margin comparisons were favorably impacted by:
•The net accretive impact in 2025 of 2024 product line dispositions - 10 basis points
•Costs incurred during 2024 as a result of the Separation from Danaher - 10 basis points
•Higher first quarter 2025 core sales, partially offset by foreign currency exchange rates and incremental sales and marketing growth initiatives - 50 basis points
PRODUCT QUALITY & INNOVATION
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.
Product Quality & Innovation Selected Financial Data
| Three-Month Period Ended | |||||||||||
| ($ in millions) | April 4, 2025 | March 29, 2024 | |||||||||
| Sales | $ | 538 | $ | 497 | |||||||
| Operating profit | 146 | 133 | |||||||||
| Depreciation | 4 | 4 | |||||||||
| Amortization of intangible assets | 7 | 6 | |||||||||
| Operating profit as a % of sales | 27.1 | % | 26.8 | % | |||||||
| Depreciation as a % of sales | 0.7 | % | 0.8 | % | |||||||
| Amortization as a % of sales | 1.3 | % | 1.2 | % | |||||||
Sales Growth and Core Sales Growth
| % Change Three-Month Period Ended April 4, 2025 vs. Comparable 2024 Period | |||||
| Total sales growth (GAAP) | 8.3 | % | |||
| Impact of: | |||||
| Acquisitions/divestitures | (1.3) | % | |||
| Currency exchange rates | 1.3 | % | |||
| Core sales growth (non-GAAP) | 8.3 | % | |||
Total Product Quality & Innovation segment sales increased 8.3% year-over-year during the three-month period ended April 4, 2025, primarily as a result of changes in core sales driven by the factors discussed below.
Geographically, sales growth was driven by North America which saw increases of 10.7% and Western Europe which saw increases of 7.3% during the three-month period ended April 4, 2025, compared to the comparable period in 2024. High-growth markets also experienced increased sales of 6.6% during the three-month period ended April 4, 2025 compared to the comparable period in 2024.
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Price increases in the segment contributed 1.6% to sales growth on a year-over-year basis during the three-month period ended April 4, 2025, and are reflected as a component of the change in core sales growth.
Core sales in the Product Quality & Innovation segment increased 8.3% year-over-year during the three-month period ended April 4, 2025. Geographically, core sales growth during the three-month period ended April 4, 2025 was driven by increases of 10.3% in Western Europe, 6.9% in North America, and increases of 9.0% in high-growth markets. The increase in core sales growth in the high-growth markets during the three-month period ended April 4, 2025 was driven by high-single digit core sales increases in Latin America and mid-teens core sales increases in China.
From a product line perspective, core sales in the marking and coding business increased 8.3% year-over-year during the three-month period ended April 4, 2025, driven by higher demand across most major end-markets and geographies. Core sales in the packaging and color solutions business increased 8.3% year-over-year during the three-month period ended April 4, 2025, driven by continued demand for digital workflow solutions in most major end-markets.
Operating Profit Performance
Operating profit margins were 27.1% for the three-month period ended April 4, 2025 as compared to 26.8% for the three-month period ended March 29, 2024. The following factors impacted year-over-year operating profit margin comparisons:
First quarter 2025 vs. first quarter 2024 operating profit margin comparisons were favorably impacted by:
•Costs incurred during 2024 as a result of the Separation from Danaher - 10 basis points
•Higher first quarter 2025 core sales, partially offset by incremental labor and sales and marketing growth initiatives - 90 basis points
First quarter 2025 vs. first quarter 2024 operating profit margin comparisons were unfavorably impacted by:
•The net dilutive impact in 2025 of acquisitions and dispositions - 70 basis points
OTHER INCOME (EXPENSE), NET
Other income (expense), net included losses on the dispositions of product lines of $6 million and $15 million for the three-month periods ended April 4, 2025 and March 29, 2024, respectively.
INTEREST COSTS AND FINANCING
For a discussion of the Company’s outstanding indebtedness, refer to Note 8 to the accompanying Consolidated Condensed Financial Statements.
Net interest expense of $27 million and $28 million was recorded for the three-month periods ended April 4, 2025 and March 29, 2024, respectively, arising from our outstanding indebtedness, which was incurred in September 2023.
INCOME TAXES
General
Income tax expense and deferred tax assets and liabilities reflect management’s assessment of future taxes expected to be paid on items reflected in the Company’s Consolidated Condensed Financial Statements. The Company records the tax effect of discrete items and items that are reported net of their tax effects in the period in which they occur.
The Company’s effective tax rate can be impacted by changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of audits and examinations of previously filed tax returns (as discussed below), the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, and changes in tax laws and regulations, and legislative policy changes. For a description of the tax treatment of earnings that are planned to be reinvested indefinitely outside the United States, refer to “Liquidity and Capital Resources” below.
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The following table summarizes the Company’s effective tax rate:
| Three-Month Period Ended | |||||||||||
| April 4, 2025 | March 29, 2024 | ||||||||||
| Effective tax rate | 22.1 | % | 26.4 | % | |||||||
Year-Over-Year Changes in the Tax Provision and Effective Tax Rate
The Company operates globally, including in certain jurisdictions with higher statutory tax rates than the 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 April 4, 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 $2 million related primarily to the impact of excess tax benefits from stock-based compensation. The net discrete items had no impact on the effective tax rate for the three-month period ended April 4, 2025.
The effective tax rate for the three-month period ended March 29, 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 benefit of $1 million related primarily to excess tax benefits from stock-based compensation. The net discrete benefits reduced the effective tax rate by 1.6% for the three-month period ended March 29, 2024.
The Company conducts business globally, and the Former Parent filed numerous consolidated and separate income tax returns in the U.S. federal and state and non-U.S. jurisdictions. The non-U.S. countries in which the Company has a significant presence include Belgium, Brazil, Canada, China, Germany, the Netherlands and the United Kingdom. Excluding these non-U.S. jurisdictions, the Company believes that a change in the statutory tax rate of any individual non-U.S. country would not have a material effect on the Company’s Consolidated Condensed Financial Statements given the geographic dispersion of the Company’s income.
The Company is routinely examined by various domestic and international taxing authorities. In connection with the Separation, the Company entered into certain agreements with Danaher, including a tax matters agreement. The tax matters agreement distinguishes between the treatment of tax matters for “Joint” filings compared to “Separate” filings prior to the Separation. “Joint” filings involve legal entities, such as those in the United States, that include operations from both Danaher and the Company. By contrast, “Separate” filings involve certain entities (primarily outside of the United States) that exclusively include either Danaher’s or the Company’s operations, respectively. In accordance with the tax matters agreement, Danaher is liable for and has indemnified the Company against all income tax liabilities involving “Joint” filings for periods prior to the Separation. The Company remains liable for certain pre-Separation income tax liabilities including those related to the Company’s “Separate” filings.
Pursuant to U.S. tax law, the Company’s initial U.S. federal income tax return was filed during October 2024 for the short taxable year September 30, 2023 through December 31, 2023. The Company expects to file its first full year U.S. federal income tax return for 2024 with the Internal Revenue Service (“IRS”) during 2025. The IRS has not initiated an examination of the Company’s tax return filed in 2024. The Company’s operations in certain U.S. states and foreign jurisdictions remain subject to routine examination.
The amount of income taxes the Company pays is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Management performs a comprehensive review of its global tax positions on a quarterly basis. Based on these reviews, the results of discussions and resolutions of matters with certain tax authorities, tax rulings and court decisions and the expiration of statutes of limitations, reserves for contingent tax liabilities are accrued or adjusted, as necessary. For a discussion of risks related to these and other tax matters, refer to “Item 1A. Risk Factors” in the 2024 Annual Report on Form 10-K.
COMPREHENSIVE INCOME
In 2025, comprehensive income increased $126 million for the three-month period ended April 4, 2025 as compared to the comparable period in 2024, primarily driven by gains from foreign currency translation adjustments and to a lesser extent higher net earnings during the three-month period ended March 29, 2024. The Company recorded foreign currency translation gains of $81 million, offset by an unrealized loss on net investment hedge of $22 million for the three-month period ended April 4, 2025. The foreign currency translation gains were driven by the
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weakening of the U.S. dollar against most major foreign currencies in the period, compared to losses of $36 million, offset by an unrealized gain on net investment hedge of $9 million for the three-month period ended March 29, 2024, primarily driven by the strengthening of the U.S. dollar against most major foreign currencies in the period. Foreign currency translation adjustments reflect the gain or loss resulting from the impact of the change in currency exchange rates on the Company’s foreign operations as they are translated to the Company’s reporting currency, the U.S. dollar.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company continues to generate substantial cash from operating activities and believes that its operating cash flow and other sources of liquidity will be sufficient to allow it to continue to invest in existing businesses, consummate strategic acquisitions, make interest payments on its outstanding indebtedness, and manage its capital structure on a short and long-term basis.
Shelf Registration Statement
On October 24, 2024, the Company filed a shelf registration statement on Form S-3 with the SEC (the “Shelf Registration Statement”) that registers an indeterminate amount of debt securities, common stock, preferred stock, depositary shares, subscription rights, purchase contracts, units and warrants that may be issued in the future in one or more offerings. Unless otherwise specified in the corresponding prospectus supplement, the Company expects to use net proceeds realized from future securities issuances off the Shelf Registration Statement for general corporate purposes, including without limitation repayment or refinancing of debt or other corporate obligations, acquisitions, capital expenditures, and working capital.
Overview of Cash Flows and Liquidity
Following is an overview of the Company’s cash flows and liquidity:
| Three-Month Period Ended | |||||||||||
| ($ in millions) | April 4, 2025 | March 29, 2024 | |||||||||
| Net cash provided by operating activities | $ | 157 | $ | 115 | |||||||
| Payments for additions to property, plant and equipment | $ | (15) | $ | (13) | |||||||
| All other investing activities | 4 | (10) | |||||||||
| Net cash used in investing activities | $ | (11) | $ | (23) | |||||||
| Payment of dividends | $ | (27) | $ | (22) | |||||||
| Proceeds from the issuance of common stock in connection with stock-based compensation | 1 | 2 | |||||||||
| Net cash used in financing activities | $ | (26) | $ | (20) | |||||||
•Operating cash flows increased $42 million, or 37%, during the three-month period ended April 4, 2025 as compared to the comparable period in 2024, primarily driven by higher net income and changes in net working capital.
•Net cash used in investing activities decreased $12 million for the three-month period ended April 4, 2025 as compared to the comparable period in 2024, primarily driven by a $14 million increase in cash received from other investing activities, offset by a $2 million increase in capital expenditures. Other investing activities is comprised of immaterial acquisition and disposition activity.
•Net cash used in financing activities increased $6 million for the three-month period ended April 4, 2025 as compared to the comparable period in 2024 primarily driven by the payment of dividends.
Dividends
Aggregate cash payments for dividends on Company common stock during the three-month period ended April 4, 2025 were $27 million.
In the first quarter of 2025, the Company declared a regular quarterly dividend of $0.11 per share of Company common stock payable on April 30, 2025 to holders of record as of March 31, 2025.
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Cash and Cash Requirements
As of April 4, 2025, the Company held approximately $1.2 billion of cash and cash equivalents that were on deposit with financial institutions or invested in highly liquid investment-grade debt instruments with a maturity of 90 days or less. Of the cash and cash equivalents, approximately $357 million was held within the United States and approximately $882 million was held outside of the United States. The Company will continue to have cash requirements to support general corporate purposes, which may include working capital needs, capital expenditures, acquisitions and investments, paying interest and servicing debt, paying taxes and any related interest or penalties, funding its restructuring activities and pension plans as required, paying dividends to shareholders, repurchasing shares of the Company’s common stock and supporting other business needs.
The Company generally intends to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, the Company may also borrow under its commercial paper programs (if available) or borrow under the Company’s credit facility, enter into new credit facilities and either borrow directly thereunder or use such credit facilities to backstop additional borrowing capacity under its commercial paper programs (if available) and/or access the capital markets. The Company also may from time to time seek to access the capital markets to take advantage of favorable interest rate environments or other market conditions.
Repatriation of some cash held outside the United States may be restricted by local laws. In general, repatriation of cash to the United States can be completed with no material incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. withholding taxes and U.S. state income taxes on such distributions. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. However, the Company could make a distribution to the extent it has been previously taxed on such earnings in the United States. The potential tax implications of repatriating previously taxed earnings are driven by the facts at the time of distribution with the incremental cost to repatriate these earnings not expected to be material. As of April 4, 2025, management believes that it has sufficient sources of liquidity to satisfy its cash needs, including its cash needs in the United States.
Contractual Obligations
For a description of the Company’s debt and lease obligations, commitments, and litigation and contingencies, refer to Notes 8, 12, 15 and 16 to the audited Consolidated Financial Statements included within the 2024 Annual Report on Form 10-K.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to the Company’s critical accounting estimates as described in the 2024 Annual Report on Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Instruments and Risk Management,” within the 2024 Annual Report on Form 10-K. There were no material changes during the three-month period ended April 4, 2025 to this information as reported in the 2024 Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Company’s President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company’s President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For additional information regarding legal proceedings, refer to the section titled “Legal Proceedings” in the MD&A section of the Company’s 2024 Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
There were no material changes during the quarter ended April 4, 2025 to the risk factors previously disclosed in the “Item 1A. Risk Factors” section of the 2024 Annual Report on Form 10-K, other than the new risk factor identified below.
The U.S. government has imposed and may continue to impose significant tariffs or other restrictions on foreign imports, and such trade restrictions or related countermeasures taken by impacted foreign countries could negatively affect our business, results of operations, or financial condition.
The U.S. government has imposed significant tariffs or other restrictions on certain foreign imports and has raised the possibility of imposing additional tariff increases or expanding the tariffs to capture other countries and types of foreign imports. For example, since January 2025, the U.S. government has threatened or imposed significant tariffs on imports from China and various new or additional tariffs on imports from other countries with limited, temporary exclusions for certain goods. Any such current or future tariffs, along with other U.S. trade actions, have triggered retaliatory actions by certain affected countries, and other foreign governments may also impose trade measures, including reciprocal tariffs, on other U.S. goods in the future. These tariffs and other trade actions could increase the cost of, and reduce demand for, our products and services, which would adversely impact our business. In addition, political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets, which could adversely affect our business, results of operations, and financial condition.
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ITEM 6. EXHIBITS
(a)Exhibits:
| 3.1 | |||||
| 3.2 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 99.1 | |||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VERALTO CORPORATION | |||||||||||
| Date: | April 29, 2025 | By: | /s/ Sameer Ralhan | ||||||||
| Sameer Ralhan | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
| Date: | April 29, 2025 | By: | /s/ Bernard M. Skeete | ||||||||
| Bernard M. Skeete | |||||||||||
| Vice President and Chief Accounting Officer | |||||||||||
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