Environmental & Applied Solutions Separation

9 Months Ended

Sep. 29, 2023

Discontinued Operations and Disposal Groups [Abstract]

Environmental & Applied Solutions Separation

ENVIRONMENTAL & APPLIED SOLUTIONS SEPARATIONOn September 30, 2023 (the “Distribution Date”), the Company completed the separation (the “Separation”) of its former Environmental & Applied Solutions business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Veralto Corporation (“Veralto”), the entity Danaher incorporated to hold such businesses. To effect the Separation, Danaher distributed to its stockholders one share of Veralto common stock for every three shares of Danaher common stock outstanding as of September 13, 2023, the record date for the distribution. Fractional shares of Veralto common stock that otherwise would have been distributed were aggregated and sold into the public market and the proceeds distributed to Danaher stockholders who otherwise would have received fractional shares of Veralto common stock.

In preparation for the Separation, in September 2023 Veralto issued approximately $2.6 billion in debt securities (refer to Note 11). The proceeds of these issuances were used to fund the approximately $2.6 billion net cash distributions Veralto made to Danaher prior to the Distribution Date. In accordance with the applicable tax rules, Danaher intends to use a portion of the cash distribution proceeds it received from Veralto to meet upcoming commercial paper and bond maturities and to use the balance of the proceeds to partially fund certain of the Company’s regular, quarterly cash dividends to shareholders.

As the disposition occurred during the fourth quarter of 2023, the Company will classify Veralto as a discontinued operation in its historical financial statements beginning with the fourth quarter of 2023. The Environmental & Applied Solutions business had sales for the year ended December 31, 2022 of approximately $4.8 billion. Below is a summary of the Environmental & Applied Solutions business' sales and operating profit ($ in millions):

	Three-Month Period Ended				Nine-Month Period Ended
	September 29, 2023		September 30, 2022		September 29, 2023		September 30, 2022
Sales	$	1,249	$	1,208	$	3,712	$	3,593
Operating profit	286		286		887		829

The Company incurred separation costs of $36 million ($31 million after-tax) and $101 million ($90 million after-tax) in the three and nine-month periods ended September 29, 2023, respectively, related to preparation for the separation of the Company’s Environmental & Applied Solutions business primarily related to professional fees for legal, tax, finance, banking and information technology services and duplicative general and administrative costs.

In connection with the Separation, Danaher and Veralto entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a Danaher Business System (“DBS”) license agreement. These agreements provide for the allocation between Danaher and Veralto of assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Veralto’s separation from Danaher and will govern certain relationships between Danaher and Veralto after the Separation.