Veralto Corp 10-Q for FY2026 Q3
Veralto Corp (VLTO)
10-Q
2026-10-30
For: 2026-10-02
View Original
Added on
October 30, 2026
About this 10-Q
Veralto Corp filed this 10-Q on October 30, 2026, covering the quarter ended October 2, 2026 (FY2026 Q3).
Veralto Corporation reported nine-month revenue growth of 7.3%, core sales growth of 3.8% and net earnings of $748 million, while operating profit margin declined to 21.6% from 23.4%; it also completed the $465 million Cleanwater1 acquisition. AI summary
Headline figures
Quarter ended October 2, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.51B
- up 7.5% from $1.4B a year earlier
- Net income
- $253M
- up 5.9% from net income of $239M a year earlier
- Diluted EPS
- $1.03
- up 8.4% from $0.95 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
FORM 10-Q
______________________________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended October 2, 2026
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 October 20, 2026 was 243,141,824 .
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)
October 2, 2026 | December 31, 2025 | ||||||||||
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: | |||||||||||
Short-term borrowings and current portion of long-term debt | $ | $ | |||||||||
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 | |||||||||||
Treasury stock | ( | ||||||||||
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.
1
VERALTO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
($ and shares in millions, except per share amounts)
(unaudited)
Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | ||||||||||||||||||||
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 | Nine-Month Period Ended | ||||||||||||||||||||||
October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | ||||||||||||||||||||
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 hedges | ( | ( | |||||||||||||||||||||
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 | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
Net earnings for the period | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | ( | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock-based award activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance, April 3, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net earnings for the period | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | ( | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock-based award activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance, July 3, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
Net earnings for the period | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | ( | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock-based award activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance, October 2, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
4
Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Additional Paid-In Capital | Treasury Stock | 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 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
Net earnings for the period | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock-based award activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Change in noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Balance, July 4, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
Net earnings for the period | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock-based award activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Change in noncontrolling interests | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Purchase of noncontrolling interests | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Balance, October 3, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See the accompanying Notes to the Consolidated Condensed Financial Statements.
5
VERALTO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
($ in millions)
(unaudited)
Nine-Month Period Ended | |||||||||||
October 2, 2026 | October 3, 2025 | ||||||||||
Cash flows from operating activities: | |||||||||||
Net earnings | $ | $ | |||||||||
Noncash items: | |||||||||||
Depreciation | |||||||||||
Amortization of intangible assets | |||||||||||
Stock-based compensation expense | |||||||||||
Loss on product line dispositions | |||||||||||
Gain from the step acquisition of previously held minority interest | ( | ||||||||||
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: | |||||||||||
Cash paid for acquisitions, net of cash acquired | ( | ||||||||||
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 | |||||||||||
Payments for repurchase of common stock | ( | ||||||||||
Net proceeds from borrowings (maturities longer than 90 days) | |||||||||||
Net repayments of borrowings (maturities longer than 90 days) | ( | ||||||||||
Net proceeds from commercial paper borrowings | |||||||||||
All other financing activities | ( | ||||||||||
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.
6
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 leading operating companies provides 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, 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, 2025 and the Notes thereto included within the 2025 Annual Report on Form 10-K.
There have been no changes to the Company’s significant accounting policies described within the 2025 Annual Report on Form 10-K that have a material impact on the Company’s Consolidated Condensed Financial Statements and the related Notes.
Cash and Cash Equivalents—The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.
Operating Leases—As of October 2, 2026 and December 31, 2025, operating lease right-of-use assets where the Company was the lessee were $186 million and $195 million, respectively, and are included within other long-term assets in the accompanying Consolidated Condensed Balance Sheets. The associated operating lease liabilities were $196 million and $206 million as of October 2, 2026 and December 31, 2025, respectively, and are included in accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets.
7
NOTE 2. ACQUISITIONS
The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the purchase prices for these businesses exceed the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, the avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.
The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the one-year measurement period, as required.
The following briefly describes the Company’s acquisition activity for the nine-month period ended October 2, 2026.
On January 22, 2026, the Company completed the acquisition of 100 % of the outstanding shares of In-Situ, Inc. (“In-Situ”), a global leader in environmental water measurement and monitoring solutions with a leading portfolio of water quality sondes, water quality sensors and data management solutions that help customers monitor and measure the quality or quantity of surface and groundwater. The total purchase price was cash consideration of approximately $426 million, net of cash acquired. In-Situ is included in the Water Quality segment. The Company completed the In-Situ acquisition using cash on hand. The Company preliminarily recorded approximately $223 million of goodwill related to the In-Situ acquisition. The full amount of goodwill is non-deductible for tax purposes.
Prior to the acquisition, the Company held a minority ownership interest in In-Situ that was accounted for using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same
8
issuer. The acquisition was accounted for as a step acquisition, which required remeasurement of the Company’s pre-existing equity interest in In-Situ immediately prior to the completion of the acquisition to its estimated fair value. The remeasurement resulted in a pre-tax gain of approximately $7 million, which was recorded in other income (expense), net in the Consolidated Condensed Statements of Earnings.
The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the individually significant acquisition of In-Situ during the nine-month period ended October 2, 2026:
($ in millions) | In-Situ | ||||||||||||||||
Trade accounts receivable | $ | ||||||||||||||||
Inventories | |||||||||||||||||
Property, plant and equipment | |||||||||||||||||
Intangible assets - trade names | |||||||||||||||||
Intangible assets - developed technology | |||||||||||||||||
Intangible assets - customer relationships | |||||||||||||||||
Goodwill | |||||||||||||||||
Deferred tax liabilities | ( | ||||||||||||||||
Other assets and liabilities, net | ( | ||||||||||||||||
Net assets acquired | $ | ||||||||||||||||
Less: noncash gain on previously held minority interest | ( | ||||||||||||||||
Net cash consideration | $ | ||||||||||||||||
On April 7, 2026, the Company completed the acquisition of 100 % of the outstanding shares of GlobalVision for approximately CAD $270 million ($195 million), net of cash acquired. GlobalVision leverages its core proprietary deterministic technology with AI-augmented functionality to help pharmaceutical and consumer-packaged goods customers accelerate their speed to market and meet critical quality and packaging compliance regulations, verifying that packaging content remains accurate and compliant at every critical hand-off. GlobalVision has been integrated into the Product Quality & Innovation segment. The Company completed the GlobalVision acquisition using cash on hand. The Company preliminarily recorded approximately $134 million of goodwill related to the GlobalVision acquisition. The full amount of goodwill will be non-deductible for tax purposes.
During 2026, the Company acquired an additional business for total consideration of approximately $63 million in cash, net of cash acquired. The business will be integrated into the Water Quality segment. The Company recorded an aggregate of approximately $52 million of goodwill related to the acquisition of this business, which will be non-deductible for tax purposes.
The weighted-average amortization periods for definite-lived intangible assets acquired during the nine-month period ended October 2, 2026 are 11 years for customer relationships, 10 years for developed technology, and 15 years for trade names. The weighted-average amortization period for definite-lived intangible assets acquired in aggregate during the nine-month period ended October 2, 2026 is 11 years.
Transaction-related costs for the 2026 acquisitions were $1 million and $9 million for the three and nine-month periods ended October 2, 2026, respectively.
Pro Forma Financial Information
Pro forma financial information for the 2026 acquisitions has not been presented because the acquisitions were not material, individually or in the aggregate, to the Company’s Consolidated Condensed Statements of Earnings.
9
NOTE 3. NET EARNINGS PER COMMON SHARE
Basic net earnings per common share (“EPS”) is calculated by dividing net earnings by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS is computed based on the weighted average number of shares of common stock outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive shares of common stock been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares.
Information related to the calculation of net earnings per common share for the three and nine-month periods ended October 2, 2026 and October 3, 2025 is summarized as follows:
Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
($ and shares in millions, except per share amounts) | October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | |||||||||||||||||||
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 4. REVENUE
The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three and nine-month periods ended October 2, 2026 and October 3, 2025. Sales taxes and other usage-based taxes collected from customers are excluded from revenue.
($ in millions) | Water Quality | Product Quality & Innovation | Total | ||||||||||||||
For the Three-Month Period Ended October 2, 2026: | |||||||||||||||||
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 October 3, 2025: | |||||||||||||||||
Geographical region: | |||||||||||||||||
North America(a) | $ | $ | $ | ||||||||||||||
Western Europe | |||||||||||||||||
Other developed markets | |||||||||||||||||
High-growth markets(b) | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
Revenue type: | |||||||||||||||||
Recurring | $ | $ | $ | ||||||||||||||
Nonrecurring | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
11
($ in millions) | Water Quality | Product Quality & Innovation | Total | ||||||||||||||
For the Nine-Month Period Ended October 2, 2026: | |||||||||||||||||
Geographical region: | |||||||||||||||||
North America(a) | $ | $ | $ | ||||||||||||||
Western Europe | |||||||||||||||||
Other developed markets | |||||||||||||||||
High-growth markets(b) | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
Revenue type: | |||||||||||||||||
Recurring | $ | $ | $ | ||||||||||||||
Nonrecurring | |||||||||||||||||
Total | $ | $ | $ | ||||||||||||||
For the Nine-Month Period Ended October 3, 2025: | |||||||||||||||||
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 October 2, 2026 and October 3, 2025, lease revenue was $32 million and $26 million, respectively. For the nine-month periods ended October 2, 2026 and October 3, 2025, lease revenue was $78 million and $69 million, respectively. Service and software revenue was immaterial for all periods presented. Software revenues for point-in-time licenses are nonrecurring while revenues for Software as a Service and over time licenses are recurring.
Remaining performance obligations related to Topic 606, Revenue from Contracts with Customers, represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. As of October 2, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $340 million. The Company expects to recognize revenue on approximately 42 % of the remaining performance obligations over the next 12 months, 34 % over the subsequent 12 months, and the remainder recognized thereafter.
12
NOTE 5. 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.
13
Detailed segment data for the three and nine-month periods ended October 2, 2026 and October 3, 2025 is as follows:
Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
($ in millions) | October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | |||||||||||||||||||
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 | |||||||||||||||||||||||
Total | $ | $ | $ | $ | |||||||||||||||||||
Identifiable assets by segment as of October 2, 2026 and December 31, 2025 are as follows:
($ in millions) | October 2, 2026 | December 31, 2025 | |||||||||||||||||||||
Water Quality | $ | $ | |||||||||||||||||||||
Product Quality & Innovation | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
Total | $ | $ | |||||||||||||||||||||
14
Reconciliations of total segment sales to total segment operating profit and of total segment operating profit to total consolidated earnings before income taxes, for the three and nine-month periods ended October 2, 2026 and October 3, 2025 are as follows:
Three-Month Period Ended October 2, 2026 | ||||||||||||||||||||||||||
($ 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 October 3, 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 | $ | |||||||||||||||||||||||||
Nine-Month Period Ended October 2, 2026 | ||||||||||||||||||||||||||
($ 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 | $ | |||||||||||||||||||||||||
Nine-Month Period Ended October 3, 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 | $ | |||||||||||||||||||||||||
15
NOTE 6. INCOME TAXES
The following table summarizes the Company’s effective tax rate:
Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | ||||||||||||||||||||
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 may contribute to a higher effective tax rate compared to the U.S. federal statutory tax rate.
The effective tax rate for the three-month period ended October 2, 2026 differs from the U.S. federal statutory rate of 21 % principally due to the geographic mix of earnings described above, the favorable impact of tax law changes under the One Big Beautiful Bill Act (“OBBBA”), a net discrete benefit of $47 million related primarily to the impact of restructuring costs and a reduction of tax the indemnification related to the separation of the Company from Danaher Corporation (“Danaher”) on September 30, 2023 (the “Separation”). The net discrete benefit decreased the effective tax rate by 17.1 % for the three-month period ended October 2, 2026.
The effective tax rate for the nine-month period ended October 2, 2026 differs from the U.S. federal statutory rate of 21 % principally due to the geographic mix of earnings described above, the favorable impact of tax law changes under the OBBBA, a net discrete benefit of $57 million related primarily to the impact of restructuring costs and a reduction of tax the indemnification related to the Separation from Danaher. The net discrete benefit decreased the effective tax rate by 6.5 % for the nine-month period ended October 2, 2026.
The effective tax rate for the three-month period ended October 3, 2025 differs from the U.S. federal statutory rate of 21 % principally due to the geographic mix of earnings described above and a net discrete provision of $1 million related primarily to the impact of uncertain tax positions, partially offset by the impact of a German tax rate change on deferred taxes. The net discrete provision increased the effective tax rate by 0.3 % for the three-month period ended October 3, 2025.
The effective tax rate for the nine-month period ended October 3, 2025 differs from the U.S. federal statutory rate of 21 % principally due to the geographic mix of earnings described above, the unfavorable impact of a non-deductible loss on the sale of a product line of $2 million, and a net discrete benefit of $1 million related primarily to the impact of a German tax rate change on deferred taxes, partially offset by the impact of uncertain tax positions. The net discrete benefit decreased the effective tax rate by 0.1 % for the nine-month period ended October 3, 2025.
For a description of the Company’s significant tax matters, reference is made to the financial statements as of and for the year ended December 31, 2025 and Note 6 to the financial statements included within the 2025 Annual Report on Form 10-K.
NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS
The following is a rollforward of the Company’s goodwill:
($ in millions) | |||||
Balance, December 31, 2025 | $ | ||||
Attributable to 2026 acquisitions | |||||
Foreign currency translation and other | ( | ||||
Balance, October 2, 2026 | $ | ||||
The carrying value of goodwill by segment is summarized as follows:
($ in millions) | October 2, 2026 | December 31, 2025 | |||||||||
Water Quality | $ | $ | |||||||||
Product Quality & Innovation | |||||||||||
Total | $ | $ | |||||||||
The Company has not identified any goodwill impairment indicators in the three and nine-month periods ended October 2, 2026.
16
NOTE 8. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value for assets and liabilities required to be carried at fair value and provide for certain disclosures related to the valuation methods used within the valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows.
•Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation.
•Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
A summary of financial assets and liabilities that are measured at fair value on a recurring basis is as follows:
($ in millions) | Quoted Prices in Active Market (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||
October 2, 2026 | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||
Cross-currency swap derivative contracts | $ | $ | $ | $ | |||||||||||||||||||
Total Assets | $ | $ | $ | $ | |||||||||||||||||||
Liabilities: | |||||||||||||||||||||||
Deferred compensation liabilities | $ | $ | $ | $ | |||||||||||||||||||
Cross-currency swap derivative contracts | |||||||||||||||||||||||
Total Liabilities | $ | $ | $ | $ | |||||||||||||||||||
December 31, 2025 | |||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||
Deferred compensation liabilities | $ | $ | $ | $ | |||||||||||||||||||
Cross-currency swap derivative contracts | |||||||||||||||||||||||
Total 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 deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts, which are based on the applicable earnings rates.
The cross-currency swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and current currency exchange rates and forward curves as inputs. Refer to Note 10 for additional information.
17
Fair Value of Financial Instruments
The carrying amounts and fair values of the Company’s financial instruments were as follows:
October 2, 2026 | December 31, 2025 | ||||||||||||||||||||||
($ in millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
Debt Obligations: | |||||||||||||||||||||||
Short-term borrowings and current portion of long-term debt | $ | $ | $ | $ | |||||||||||||||||||
Long-term debt | |||||||||||||||||||||||
As of October 2, 2026 and December 31, 2025, short and long-term borrowings were categorized as Level 1. The fair value of long-term borrowings was based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings is attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing. The fair values of borrowings with original maturities of one year or less, as well as cash and cash equivalents, trade accounts receivable, net and trade accounts payable, generally approximate their carrying amounts due to the short-term maturities of these instruments.
NOTE 9. FINANCING
As of October 2, 2026, the Company was in compliance with all of its debt covenants. The components of the Company’s debt were as follows:
($ in millions) | Outstanding Amount | |||||||||||||
Description and Aggregate Principal Amount | October 2, 2026 | December 31, 2025 | ||||||||||||
$ | $ | |||||||||||||
U.S. dollar-denominated commercial paper | ||||||||||||||
Total debt | ||||||||||||||
Less: short-term borrowings and current portion of long-term debt | ( | ( | ||||||||||||
Long-term debt | $ | $ | ||||||||||||
Unamortized debt discounts and debt issuance costs totaled $18 million and $14 million as of October 2, 2026 and December 31, 2025, 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 2025 Annual Report on Form 10-K for a description of the Company’s debt financing.
Commercial Paper Program
The Company satisfies short-term liquidity needs not met through operating cash flow and available cash primarily through issuances of commercial paper under its commercial paper program. Credit support for the commercial paper program is provided by the Company's $1.5 billion unsecured revolving credit facility (the “Credit Facility”).
During the three months ended October 2, 2026, the Company issued $250 million of commercial paper at an interest rate of 4.30 %. The Company recorded $1 million of debt discounts related to the issuance. As of October 2, 2026, the remaining maturity was approximately 31 days. The commercial paper was issued in order to fund the acquisition of Cleanwater1 during the fourth quarter of 2026; refer to Note 14 for additional information related to the Company’s acquisition of Cleanwater1.
Senior Unsecured Notes
On June 1, 2026, the Company completed an underwritten offering of $725 million aggregate principal amount of senior unsecured notes with a maturity date on January 15, 2032 (the “2032 Notes”).
18
Interest payments on the 2032 Notes are due semi-annually until maturity, with the first interest payment due in January 2027. In the event of a change in control, each holder of the notes may require the Company to repurchase some or all of its notes at a repurchase price equal to 101 % of the aggregate principal amount of the notes repurchased, plus any accrued and unpaid interest. The indentures contain certain covenants that limit the ability of the Company to, among other things, (i) incur certain debt secured by liens, (ii) engage in sale and leaseback transactions and (iii) consolidate with, sell, lease, convey or otherwise transfer all or substantially all of its assets to, or merge with or into, any other person or entity. All the covenants are subject to a number of limitations and qualifications. The indentures do not require any financial covenants.
The Company recorded $6 million of debt discounts and debt issuance costs related to the 2032 Notes.
The net proceeds from the issuance have been and will be used for general corporate purposes, which may include, without limitation, refinancing of outstanding indebtedness, working capital, capital expenditures and satisfaction of other obligations.
Other
The Company’s minimum principal payments for the next five years are as follows ($ in millions):
From October 2, 2026 through December 31, 2026 | $ | ||||
2027 | |||||
2028 | |||||
2029 | |||||
2030 | |||||
Thereafter | |||||
Long-Term Debt Repayments
NOTE 10. DERIVATIVES AND HEDGING TRANSACTIONS
On July 29, 2025, the Company entered into cross-currency swap derivative contracts with a total notional amount of $410 million to partially hedge its net investments in non-U.S. operations against adverse movements in exchange rates between the U.S. dollar and the Euro and Swiss franc. These contracts are agreements to exchange fixed-rate payments in one currency for fixed-rate payments in another currency and effectively convert U.S. dollar-denominated bonds to obligations denominated in the hedged currency. These contracts also reduce the interest rate from the stated interest rates on the U.S. dollar-denominated debt to the interest rates of the swaps. The changes in the spot rate of these instruments are recorded in accumulated other comprehensive income (loss) (“OCI”) in stockholders’ equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated OCI. The interest income or expense from these swaps is recorded in interest expense in the accompanying Consolidated Condensed Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature in September 2030 and September 2033.
In September 2023, the Company issued €500 million of foreign currency denominated long-term debt that is designated as a partial hedge of its net investment in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro. This foreign currency denominated long-term debt issuance is designated and qualifies as a nonderivative hedging instrument. Accordingly, the foreign currency translation of this debt instrument is recorded in accumulated OCI, offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated OCI. This instrument matures in September 2031.
19
The following table summarizes the notional values as of October 2, 2026 and October 3, 2025 and pretax impact of changes in the fair values of instruments designated as net investment hedges in accumulated OCI for the three and nine-month periods ended October 2, 2026 and October 3, 2025:
($ in millions) | Notional Amount Outstanding | Gain (Loss) Recognized in OCI | Amounts Reclassified from OCI | ||||||||||||||||||||||||||||||||||||||||||||
For the Three-Month Period Ended October 2, 2026: | |||||||||||||||||||||||||||||||||||||||||||||||
Net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
Cross-currency contracts | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency denominated debt | |||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
For the Three-Month Period Ended October 3, 2025: | |||||||||||||||||||||||||||||||||||||||||||||||
Net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
Cross-currency contracts | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
Foreign currency denominated debt | |||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
For the Nine-Month Period Ended October 2, 2026: | |||||||||||||||||||||||||||||||||||||||||||||||
Net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
Cross-currency contracts | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency denominated debt | |||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
For the Nine-Month Period Ended October 3, 2025: | |||||||||||||||||||||||||||||||||||||||||||||||
Net investment hedges: | |||||||||||||||||||||||||||||||||||||||||||||||
Cross-currency contracts | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
Foreign currency denominated debt | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
Gains or losses related to the net investment hedges are classified as net investment hedges adjustments in the schedule of changes in OCI in Note 12, as these items are attributable to the Company’s hedge of its net investment in foreign operations.
The Company did not reclassify any other deferred gains or losses related to the net investment hedges from accumulated other comprehensive income (loss) to earnings during the three and nine-month periods ended October 2, 2026 and October 3, 2025. In addition, the Company did not have any ineffectiveness related to the net investment hedges during the three and nine-month periods ended October 2, 2026 and October 3, 2025, and should they arise, any ineffective portions of the hedges would be reclassified from accumulated OCI into earnings during the period of change. The cash inflows and outflows associated with the Company’s derivative contracts designated as net investment hedges are classified in all other investing activities in the accompanying Consolidated Condensed Statements of Cash Flows, except for cash flows from the periodic interest settlements on the cross-currency swaps which are reported as cash flows from operating activities in the Consolidated Condensed Statements of Cash Flows.
20
The Company’s derivative instruments, as well as its nonderivative debt instrument designated and qualifying as a net investment hedge, were classified in the Company’s Consolidated Condensed Balance Sheets as follows:
($ in millions) | October 2, 2026 | December 31, 2025 | |||||||||||||||||||||
Derivative instruments | |||||||||||||||||||||||
Derivative assets: | |||||||||||||||||||||||
Other long-term assets | $ | $ | |||||||||||||||||||||
Derivative liabilities: | |||||||||||||||||||||||
Other long-term liabilities | $ | $ | |||||||||||||||||||||
Nonderivative hedging instruments | |||||||||||||||||||||||
Long-term debt | $ | $ | |||||||||||||||||||||
NOTE 11. 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, 2025 included within the 2025 Annual Report on Form 10-K.
NOTE 12. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
Share Repurchase Program
On November 25, 2025, the Company announced that its Board of Directors approved a share repurchase program (the “Repurchase Program”) authorizing the repurchase of up to $750 million of the Company’s common stock from time to time on the open market (including through the use of trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended), in privately negotiated transactions or by other methods, at the Company’s discretion. As of October 2, 2026, $227 million of the Company’s common stock repurchase authorization remained available under the Repurchase Program. The program does not obligate the Company to acquire any particular amount of its common stock, has no expiration date, and will continue until otherwise suspended or terminated at any time for any reason. The timing and amount of any shares repurchased under the Repurchase Program will be determined by members of the Company’s management based on its evaluation of market, business conditions, and other factors. Refer to Part II - Item 2 for additional information.
During the three and nine-month periods ended October 2, 2026, the Company repurchased approximately 1 million shares of its common stock for approximately $89 million and 6 million shares of its common stock for approximately $523 million, including related transaction costs, respectively, as part of the Repurchase Program. The Company’s common stock repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. Any excise tax incurred is recorded as part of the cost basis of the shares acquired within repurchase of common stock in the Consolidated Condensed Statements of Stockholders' Equity. The excise tax is paid annually and will be recorded within payments for repurchase of common stock in the Consolidated Condensed Statements of Cash Flows.
21
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, 2025 included within the 2025 Annual Report on Form 10-K.
The Company’s stock-based compensation expense for the three-month periods ended October 2, 2026 and October 3, 2025 was $21 61
Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. As of October 2, 2026, $50 million of total unrecognized compensation cost related to RSUs and PSUs is expected to be recognized over a weighted average period of approximately two years . As of October 2, 2026, $38 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years . Future compensation amounts will be adjusted for any changes in estimated forfeitures.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) refers to certain gains and losses that under GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. Net investment hedge adjustments reflect the gains or losses on the foreign currency denominated long-term debt issuance designated as a nonderivative hedging instrument, as well as the Company’s cross-currency swap derivatives designated as net investment hedges, net of any income tax impacts. Pension and postretirement plan benefit adjustments relate to unrecognized prior service credits and actuarial losses.
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The changes in accumulated other comprehensive income (loss) by component are summarized below:
($ in millions) | Foreign Currency Translation Adjustments | Net Investment Hedges | Pension and Postretirement Plan Benefit Adjustments | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||
For the Three-Month Period Ended October 2, 2026: | |||||||||||||||||||||||||||||||||||
Balance, July 3, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
Increase (decrease) | ( | ( | |||||||||||||||||||||||||||||||||
Income tax impact | ( | ( | |||||||||||||||||||||||||||||||||
Net other comprehensive income (loss), net of income taxes | ( | ( | |||||||||||||||||||||||||||||||||
Balance, October 2, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
For the Three-Month Period Ended October 3, 2025: | |||||||||||||||||||||||||||||||||||
Balance, July 4, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
Increase (decrease) | ( | ( | ( | ||||||||||||||||||||||||||||||||
Income tax impact | |||||||||||||||||||||||||||||||||||
Net other comprehensive income (loss), net of income taxes | ( | ( | ( | ||||||||||||||||||||||||||||||||
Balance, October 3, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
($ in millions) | Foreign Currency Translation Adjustments | Net Investment Hedges | Pension and Postretirement Plan Benefit Adjustments | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||
For the Nine-Month Period Ended October 2, 2026: | |||||||||||||||||||||||||||||
Balance, December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||
Increase (decrease) | ( | ( | |||||||||||||||||||||||||||
Income tax impact | ( | ( | |||||||||||||||||||||||||||
Net other comprehensive income (loss), net of income taxes | ( | ( | |||||||||||||||||||||||||||
Balance, October 2, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
For the Nine-Month Period Ended October 3, 2025: | |||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||
Increase (decrease) | ( | ( | |||||||||||||||||||||||||||
Income tax impact | |||||||||||||||||||||||||||||
Net other comprehensive income (loss), net of income taxes | ( | ( | |||||||||||||||||||||||||||
Balance, October 3, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
NOTE 13. RESTRUCTURING
2026 Cost Optimization Program
In April 2026, the Company announced a restructuring program (the “2026 Cost Optimization Program”) to simplify business processes and streamline our organization, optimize our cost structure, and strengthen our competitive positioning to better serve our customers.
The plan consists of (i) workforce reductions across our business and functions, (ii) site consolidations, and (iii) functional transformation initiatives.
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The 2026 Cost Optimization Program will impact corporate functions and both business segments and is expected to be substantially completed by the end of 2028.
The Company expects to incur total restructuring charges in connection with the 2026 Cost Optimization Program ranging from approximately $85 million to $105 million, with $20 million to $27 million expected to be incurred by the Water Quality segment and $60 million to $68 million expected to be incurred by the Product Quality & Innovation segment.
The following table presents the components of restructuring and transformation-related expenses which are included in the Cost of sales and Selling, general and administrative expenses line items in the Consolidated Condensed Statements of Earnings:
Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
($ in millions) | October 2, 2026 | October 2, 2026 | |||||||||||||||||||||
By component: | |||||||||||||||||||||||
Severance and related benefit costs: | |||||||||||||||||||||||
Water Quality | $ | $ | |||||||||||||||||||||
Product Quality & Innovation | |||||||||||||||||||||||
Other | |||||||||||||||||||||||
Total restructuring expense | $ | $ | |||||||||||||||||||||
The following table summarizes the activities related to the 2026 Cost Optimization Program, which are included in the Accrued expenses and other liabilities and Other long-term liabilities line items in the Consolidated Condensed Balance Sheets:
($ in millions) | Severance and related benefit costs | Asset related costs | Contract terminations | Total | |||||||||||||||||||
Balance, December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Restructuring charges | |||||||||||||||||||||||
Payments | ( | ( | |||||||||||||||||||||
Balance, October 2, 2026 | $ | $ | $ | $ | |||||||||||||||||||
NOTE 14. SUBSEQUENT EVENTS
Acquisition of Cleanwater1
On October 5, 2026, the Company completed the acquisition of Cleanwater1 for $465 million, subject to customary post-closing adjustments. The acquisition was funded through the issuance of commercial paper and available cash on hand. Cleanwater1 is a leading provider of on-site hypochlorite disinfection, solids management and odor control technologies with an installed base of approximately 25,000 units across municipal drinking water, wastewater and industrial applications. As a trusted industry leader with deep application expertise, Cleanwater1's technologies are essential to customers' daily water treatment operations, helping customers enhance operational efficiency, safety and regulatory compliance. Cleanwater1 will be integrated into the Water Quality segment.
The initial accounting for the Cleanwater1 acquisition is incomplete as a result of the timing of the acquisition. Accordingly, it is impracticable for the Company to make certain business combination disclosures in this report such as the estimated fair values of assets and liabilities acquired and the amount of goodwill.
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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, 2025, included within the 2025 Annual Report on Form 10-K, and the unaudited financial statements and related Notes as of and for the three and nine-month periods ended October 2, 2026 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, the impact of global trade policies, tariffs, restrictions on imports, related countermeasures and reciprocal tariffs; future new or modified laws, regulations, accounting pronouncements or public policy changes; future regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; 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 2025 Annual Report on Form 10-K and any subsequent updates in “Item 1A. Risk Factors” within Quarterly Reports on Form 10-Q.
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 2025 Annual Report on Form 10-K and any subsequent updates in “Item 1A. Risk Factors” within Quarterly Reports on Form 10-Q:
Business and Strategic Risks
•Conditions in the global economy, including the current conflict in the Middle East and changes in trade and tariff policies, the particular markets we serve and the financial markets can adversely affect our business and financial statements.
•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 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.
•Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may adversely affect our business and financial statements.
•Non-U.S. economic, political, legal, compliance, social and business factors can adversely 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 or divestiture of businesses, investments, or other strategic relationships could also 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.
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•Our restructuring actions could result in unexpected costs, may not achieve the anticipated benefits and 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 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, challenges to tax positions taken through 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 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 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.
See “Item 1A. Risk Factors” in the 2025 Annual Report on Form 10-K and any subsequent updates in “Item 1A. Risk Factors” within Quarterly Reports on Form 10-Q 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 provides essential technology solutions that monitor, enhance and protect key
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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, 2025, 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”) on September 30, 2023 as an independent, publicly traded company, listed on the New York Stock Exchange (the “Separation”).
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 62% of total sales during the nine-month period ended October 2, 2026. 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-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 85 businesses over more than two decades.
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Business Performance
During the three-month period ended October 2, 2026, overall revenues increased 7.5% and core sales increased 5.1% compared to the comparable period in 2025, primarily driven by core sales growth in the Water Quality segment. Currency exchange rates and acquisitions, net of divestitures increased reported sales by 0.1% and 2.3%, respectively, during the three-month period ended October 2, 2026 compared to the comparable period in 2025. For the nine-month period ended October 2, 2026, overall revenues increased 7.3% and core sales increased 3.8%, compared to the comparable period in 2025. Currency exchange rates and acquisitions, net of divestitures increased reported sales by 1.5% and 2.0%, respectively, during the nine-month period ended October 2, 2026 compared to the comparable period in 2025. For the definition of “core sales” refer to “—Results of Operations” below.
Geographically, the Company’s sales during the three-month period ended October 2, 2026 in developed markets increased year-over-year by 8.3%, driven by increased sales of 9.9% in North America, 4.9% in Western Europe, and 6.9% in other developed markets. Sales in high-growth markets increased 5.3% year-over-year. For the same period, core sales in developed markets increased 6.2% driven by increased core sales of 7.6% in North America and 3.9% in Western Europe. Core sales in high-growth markets increased 1.6%, driven by a low-single digit increase in Latin America and double-digit increases in India, partially offset by a low-single digit decrease in China.
Geographically, the Company’s sales during the nine-month period ended October 2, 2026 in developed markets increased year-over-year by 8.4%, driven by increased sales of 8.3% in North America, 8.7% in Western Europe, and 8.0% in other developed markets. Sales in high-growth markets increased 4.1% year-over-year. For the same period, core sales in developed markets increased 5.2% driven by increased core sales of 6.4% in North America and 3.1% in Western Europe. Core sales in high-growth markets increased 0.4%, driven by mid-single digit increases in India and other Asian markets, partially offset by low-single digit decreases in Latin America and China.
The Company’s net earnings for the three and nine-month periods ended October 2, 2026 totaled $253 million and $748 million, respectively, compared to $239 million and $686 million, respectively, for the three and nine-month periods ended October 3, 2025. The increase in net earnings was primarily driven by increased sales resulting from positive pricing actions and higher volume along with the impact of acquisitions, partially offset by higher cost of sales and restructuring costs related to the 2026 Cost Optimization Program. Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings for the three and nine-month periods ended October 2, 2026.
Outlook
Water Quality: we continue to expect sales growth led by positive secular growth drivers across municipal and industrial markets globally, disciplined commercial execution, and product innovation. Segment performance is expected to benefit from steady municipal demand driven by recurring revenue from a large installed base, while industrial demand is driven by regional end-market dynamics.
Product Quality & Innovation: we expect steady sequential sales, driven by steady demand from consumer packaged goods market globally and increasing adoption of digital workflow solutions. Performance is expected to be driven by steady recurring revenue from a large installed base, and new product offerings that help our customers convey the quality and safety of their products and build trust with consumers.
The potential effects of tariffs, prospective changes in trade policies and conflict in the Middle East remain uncertain. The Company’s objective is to implement appropriate countermeasures designed to mitigate the impact of these items, and other forms of macroeconomic volatility. Regardless of market conditions, the Company leverages VES to support its customers, promote growth and drive continuous improvement.
The Company’s ability to meet its expectations is subject to numerous risks, including, but not limited to, those described in “Item 1A. Risk Factors” within the Company’s 2025 Annual Report on Form 10-K and any subsequent updates in “Item 1A. Risk Factors” within Quarterly Reports on Form 10-Q.
Acquisitions
On January 22, 2026, the Company completed the acquisition of In-Situ, Inc. (“In-Situ”) for a cash purchase price of approximately $426 million, net of cash acquired. In-Situ is a global leader in environmental water measurement and monitoring solutions with a leading portfolio of water quality sondes, water quality sensors and data management solutions that help customers monitor and measure the quality or quantity of surface and groundwater. In-Situ has been integrated into the Water Quality segment.
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On April 7, 2026, the Company completed the acquisition of GlobalVision for a cash purchase price of approximately CAD $270 million ($195 million), net of cash acquired. GlobalVision leverages its core proprietary deterministic technology with AI-augmented functionality to help pharmaceutical and consumer-packaged goods customers accelerate their speed to market and meet critical quality and packaging compliance regulations, verifying that packaging content remains accurate and compliant at every critical hand-off. GlobalVision has been integrated into the Product Quality & Innovation segment.
On October 5, 2026, the Company completed the acquisition of Cleanwater1 for $465 million, subject to customary post-closing adjustments. Cleanwater1 is a leading provider of on-site hypochlorite disinfection, solids management and odor control technologies with an installed base of approximately 25,000 units across municipal drinking water, wastewater and industrial applications. As a trusted industry leader with deep application expertise, Cleanwater1's technologies are essential to customers' daily water treatment operations, helping customers enhance operational efficiency, safety and regulatory compliance. Cleanwater1 will be integrated into the Water Quality segment.
Refer to Note 2 to the Consolidated Condensed Financial Statements for discussion regarding the Company’s acquisitions.
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.
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Sales Growth and Core Sales Growth
% Change Three-Month Period Ended October 2, 2026 vs. Comparable 2025 Period | % Change Nine-Month Period Ended October 2, 2026 vs. Comparable 2025 Period | ||||||||||||||||
Total sales growth (GAAP) | 7.5 | % | 7.3 | % | |||||||||||||
Impact of: | |||||||||||||||||
Acquisitions/divestitures | (2.3) | % | (2.0) | % | |||||||||||||
Currency exchange rates | (0.1) | % | (1.5) | % | |||||||||||||
Core sales growth (non-GAAP) | 5.1 | % | 3.8 | % | |||||||||||||
2026 Sales Compared to 2025
Total sales increased 7.5% and 7.3% during the three and nine-month periods ended October 2, 2026, respectively, compared to the comparable periods in 2025, primarily as a result of core sales growth driven by the factors discussed below by segment.
Currency exchange rates and acquisitions, net of divestitures, increased reported sales by 0.1% and 2.3%, respectively, during the three-month period ended October 2, 2026, compared to the comparable period in 2025. Currency exchange rates and acquisitions, net of divestitures, increased reported sales by 1.5% and 2.0%, respectively, during the nine-month period ended October 2, 2026, compared to the comparable period in 2025. Price increases contributed 2.3% and 2.4% to sales growth on a year-over-year basis during the three and nine-month periods ended October 2, 2026, respectively, 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 | Nine-Month Period Ended | ||||||||||||||||||||||||||||||||||
($ in millions) | October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | |||||||||||||||||||||||||||||||
Water Quality | $ | 939 | $ | 856 | $ | 2,721 | $ | 2,475 | |||||||||||||||||||||||||||
Product Quality & Innovation | 570 | 548 | 1,684 | 1,632 | |||||||||||||||||||||||||||||||
Total | $ | 1,509 | $ | 1,404 | $ | 4,405 | $ | 4,107 | |||||||||||||||||||||||||||
For information regarding the Company’s sales by geographical region, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.
Cost of Sales and Gross Profit
Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
($ in millions) | October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | |||||||||||||||||||
Sales | $ | 1,509 | $ | 1,404 | $ | 4,405 | $ | 4,107 | |||||||||||||||
Cost of sales | (601) | (560) | (1,741) | (1,636) | |||||||||||||||||||
Gross profit | $ | 908 | $ | 844 | $ | 2,664 | $ | 2,471 | |||||||||||||||
Gross profit margin | 60.2 | % | 60.1 | % | 60.5 | % | 60.2 | % | |||||||||||||||
Cost of sales increased by $41 million, or 7.3%, and by $105 million, or 6.4%, on a year-over-year basis during the three and nine-month periods ended October 2, 2026, respectively, as compared to the comparable periods in 2025, driven primarily by higher year-over-year sales volumes and increased labor and material costs, partially offset by improved labor and overhead productivity, and recoveries of tariffs previously collected under the International Emergency Economic Powers Act (“IEEPA”). The Company recorded recoveries of IEEPA tariffs of $5 million and $21 million during the three and nine-month periods ended October 2, 2026, respectively.
Gross profit margins increased 10 basis points on a year-over-year basis during the three-month period ended October 2, 2026, as compared to the comparable period in 2025, driven by positive pricing actions, partially offset by incremental year-over-year labor and material costs. Gross profit margins increased 30 basis points on a year-over-year basis during the nine-month period ended October 2, 2026, as compared to the comparable period in
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2025, driven by positive pricing actions and the net positive impact from the gross profit margin of recent acquisitions, partially offset by incremental year-over-year labor and material costs.
Operating Expenses
Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
($ in millions) | October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | |||||||||||||||||||
Sales | $ | 1,509 | $ | 1,404 | $ | 4,405 | $ | 4,107 | |||||||||||||||
Selling, general and administrative (“SG&A”) expenses | (541) | (451) | (1,503) | (1,312) | |||||||||||||||||||
Research and development (“R&D”) expenses | (69) | (67) | (210) | (198) | |||||||||||||||||||
SG&A as a % of sales | 35.9 | % | 32.1 | % | 34.1 | % | 31.9 | % | |||||||||||||||
R&D as a % of sales | 4.6 | % | 4.8 | % | 4.8 | % | 4.8 | % | |||||||||||||||
SG&A expenses as a percentage of sales increased 380 basis points and 220 basis points during the three and nine-month periods ended October 2, 2026, respectively, as compared to the comparable periods in 2025, driven primarily by restructuring costs related to the 2026 Cost Optimization Program, reduction of the tax indemnification related to the Separation from Danaher, incremental labor costs, and sales and marketing growth initiatives.
R&D expenses as a percentage of sales were essentially flat during the three and nine-month periods ended October 2, 2026 as compared to the comparable periods in 2025.
Operating Profit Performance
Operating profit margins were 19.7% for the three-month period ended October 2, 2026 as compared to 23.2% for the three-month period ended October 3, 2025. The following factors impacted year-over-year operating profit margin comparisons:
Third quarter 2026 vs. third quarter 2025 operating profit margin comparisons were unfavorably impacted by:
•Reduction of the tax indemnification related to the Separation from Danaher - 260 basis points
•Restructuring charges incurred related to the 2026 Cost Optimization Program - 150 basis points
•Costs incurred in the third quarter of 2026 related to certain strategic initiatives, including transaction costs incurred related to the 2026 acquisitions - 70 basis points
•The net dilutive impact during 2026 of acquisitions and dispositions - 20 basis points
Third quarter 2026 vs. third quarter 2025 operating profit margin comparisons were favorably impacted by:
•Transaction costs incurred during the third quarter of 2025 related to certain strategic initiatives - 10 basis points
•Higher third quarter 2026 core sales, partially offset by incremental labor costs and sales and marketing growth initiatives - 140 basis points
Operating profit margins were 21.6% for the nine-month period ended October 2, 2026 as compared to 23.4% for the nine-month period ended October 3, 2025. The following factors impacted year-over-year operating profit margin comparisons:
Year-to-date 2026 vs. year-to-date 2025 operating profit margin comparisons were unfavorably impacted by:
•Restructuring charges related to the 2026 Cost Optimization Program - 120 basis points
•Reduction of the tax indemnification related to the Separation from Danaher - 90 basis points
•Costs incurred in 2026 related to certain strategic initiatives, including transaction costs incurred related to the 2026 acquisitions - 40 basis points
•The net dilutive impact during 2026 of acquisitions and dispositions - 20 basis points
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Year-to-date 2026 vs. year-to-date 2025 operating profit margin comparisons were favorably impacted by:
•Transaction costs incurred during the first three quarters of 2025 related to certain strategic initiatives - 10 basis points
•Higher 2026 core sales and recoveries of tariffs previously collected under IEEPA, partially offset by incremental labor costs and sales and marketing growth initiatives - 80 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 | Nine-Month Period Ended | ||||||||||||||||||||||
($ in millions) | October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | |||||||||||||||||||
Sales | $ | 939 | $ | 856 | $ | 2,721 | $ | 2,475 | |||||||||||||||
Operating profit | 226 | 222 | 664 | 631 | |||||||||||||||||||
Depreciation | 6 | 7 | 21 | 20 | |||||||||||||||||||
Amortization of intangible assets | 9 | 3 | 24 | 8 | |||||||||||||||||||
Operating profit as a % of sales | 24.1 | % | 25.9 | % | 24.4 | % | 25.5 | % | |||||||||||||||
Depreciation as a % of sales | 0.6 | % | 0.8 | % | 0.8 | % | 0.8 | % | |||||||||||||||
Amortization as a % of sales | 1.0 | % | 0.4 | % | 0.9 | % | 0.3 | % | |||||||||||||||
Sales Growth and Core Sales Growth
% Change Three-Month Period Ended October 2, 2026 vs. Comparable 2025 Period | % Change Nine-Month Period Ended October 2, 2026 vs. Comparable 2025 Period | ||||||||||
Total sales growth (GAAP) | 9.8 | % | 10.0 | % | |||||||
Impact of: | |||||||||||
Acquisitions/divestitures | (3.0) | % | (3.1) | % | |||||||
Currency exchange rates | (0.4) | % | (1.6) | % | |||||||
Core sales growth (non-GAAP) | 6.4 | % | 5.3 | % | |||||||
Total Water Quality segment sales increased 9.8% and 10.0% year-over-year during the three and nine-month periods ended October 2, 2026, respectively, as compared to the comparable periods in 2025, 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 11.3% and 10.0%, and Western Europe, which saw increases of 10.1% and 15.1% for the three and nine-month periods ended October 2, 2026, respectively, compared to the comparable periods in 2025. Sales in high-growth markets increased 5.2% and 5.4% during the three and nine-month periods ended October 2, 2026, respectively, compared to the comparable periods in 2025.
Price increases in the segment contributed 2.0% and 2.2% to sales growth on a year-over-year basis during the three and nine-month periods ended October 2, 2026, respectively, and are reflected as a component of the change in core sales growth.
Core sales in the Water Quality segment increased 6.4% and 5.3% year-over-year during the three and nine-month periods ended October 2, 2026, respectively. Geographically, core sales growth was driven by increases of 8.8% in North America and 7.3% in Western Europe during the three-month period ended October 2, 2026 compared to the comparable period in 2025. For the same period, core sales in high-growth markets decreased 1.1%, driven by low-single digit decreases in Latin America and high-single digit decreases in China. Geographically, core sales growth was driven by increases of 7.6% in North America and 7.0% in Western Europe during the nine-month period ended October 2, 2026, compared to the comparable period in 2025. For the same period, core sales in high-growth markets decreased 0.8%, driven by low-single digit decreases in Latin America and mid-single digit decreases in China, partially offset by low-single digit increases in India and other Asian markets.
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The increase in core sales during the three and nine-month periods ended October 2, 2026 was driven by the chemical treatment solutions business and, to a lesser extent, the analytical instrumentation business and the ultraviolet water disinfection and filtration business. Core sales in the chemical treatment solutions business increased 11.6% and 8.9% year-over-year in the three and nine-month periods ended October 2, 2026, respectively, as a result of increased core sales across North America. Core sales in the analytical instrumentation business increased 4.0% and 3.2% year-over-year for the three and nine-month periods ended October 2, 2026, as a result of increased core sales across Europe and North America. Core sales in the ultraviolet water disinfection and filtration business increased 9.9% and 8.0% during the three and nine-month periods ended October 2, 2026, respectively, driven primarily by the municipal end-market.
Operating Profit Performance
Operating profit margins were 24.1% for the three-month period ended October 2, 2026 as compared to 25.9% for the three-month period ended October 3, 2025. The following factors impacted year-over-year operating profit margin comparisons:
Third quarter 2026 vs. third quarter 2025 operating profit margin comparisons were unfavorably impacted by:
•Costs incurred in 2026 related to certain strategic initiatives, including transaction costs incurred related to the 2026 acquisitions - 110 basis points
•Restructuring charges related to the 2026 Cost Optimization Program - 60 basis points
•The net dilutive impact during 2026 of acquisitions and dispositions - 50 basis points
Third quarter 2026 vs. third quarter 2025 operating profit margin comparisons were favorably impacted by:
•Higher third quarter 2026 core sales, partially offset by incremental labor costs and sales and marketing growth initiatives - 40 basis points
Operating profit margins were 24.4% for the nine-month period ended October 2, 2026 as compared to 25.5% for the nine-month period ended October 3, 2025. The following factors impacted year-over-year operating profit margin comparisons:
Year-to-date 2026 vs. year-to-date 2025 operating profit margin comparisons were unfavorably impacted by:
•Costs incurred in 2026 related to certain strategic initiatives, including transaction costs incurred related to the 2026 acquisitions - 50 basis points
•Restructuring charges related to the 2026 Cost Optimization Program - 40 basis points
•The net dilutive impact during 2026 of acquisitions and dispositions - 40 basis points
•Acquisition-related fair value adjustment to inventory related to the acquisition of In-Situ - 10 basis points
Year-to-date 2026 vs. year-to-date 2025 operating profit margin comparisons were favorably impacted by:
•Higher 2026 core sales and recoveries of tariffs previously collected under IEEPA, partially offset by incremental labor costs - 30 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.
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Product Quality & Innovation Selected Financial Data
Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
($ in millions) | October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | |||||||||||||||||||
Sales | $ | 570 | $ | 548 | $ | 1,684 | $ | 1,632 | |||||||||||||||
Operating profit | 136 | 133 | 399 | 413 | |||||||||||||||||||
Depreciation | 4 | 4 | 12 | 11 | |||||||||||||||||||
Amortization of intangible assets | 8 | 6 | 23 | 19 | |||||||||||||||||||
Operating profit as a % of sales | 23.9 | % | 24.3 | % | 23.7 | % | 25.3 | % | |||||||||||||||
Depreciation as a % of sales | 0.7 | % | 0.7 | % | 0.7 | % | 0.7 | % | |||||||||||||||
Amortization as a % of sales | 1.4 | % | 1.1 | % | 1.4 | % | 1.2 | % | |||||||||||||||
Sales Growth and Core Sales Growth
% Change Three-Month Period Ended October 2, 2026 vs. Comparable 2025 Period | % Change Nine-Month Period Ended October 2, 2026 vs. Comparable 2025 Period | ||||||||||
Total sales growth (GAAP) | 3.9 | % | 3.2 | % | |||||||
Impact of: | |||||||||||
Acquisitions/divestitures | (1.1) | % | (0.4) | % | |||||||
Currency exchange rates | 0.4 | % | (1.4) | % | |||||||
Core sales growth (non-GAAP) | 3.2 | % | 1.4 | % | |||||||
Total Product Quality & Innovation segment sales increased 3.9% and 3.2% year-over-year during the three and nine-month periods ended October 2, 2026, respectively, 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 6.3% and 3.9%, and Western Europe, which was essentially flat during the three-month period ended October 2, 2026 and increased 2.9% during the nine-month period ended October 2, 2026, compared to the comparable periods in 2025. Sales in high-growth markets increased 5.4% and 2.7% during the three and nine-month periods ended October 2, 2026, respectively, compared to the comparable periods in 2025.
Price increases in the segment contributed 2.6% to sales growth on a year-over-year basis during both of the three and nine-month periods ended October 2, 2026, and are reflected as a component of the change in core sales described below.
Core sales in the Product Quality & Innovation segment increased 3.2% and 1.4% year-over-year during the three and nine-month periods ended October 2, 2026, respectively. Geographically, the change in core sales was driven by increases of 4.4% in North America and 0.6% in Western Europe during the three-month period ended October 2, 2026 compared to the comparable period in 2025. For the same period, core sales in high-growth markets increased 4.7%, driven by mid-single digit increases in China and Latin America. Geographically, the change in core sales was driven by an increase of 3.1% in North America, partially offset by a decrease of 0.6% in Western Europe during the nine-month period ended October 2, 2026 compared to the comparable period in 2025. For the same period, core sales in high-growth markets increased 1.6%, driven by mid-single digit increases in China.
From a product line perspective, core sales in the marking and coding business increased 3.0% and 2.9% year-over-year during the three and nine-month periods ended October 2, 2026, respectively. Core sales in the packaging and color solutions business increased 3.5% year-over-year during the three-month period ended October 2, 2026, due to positive pricing actions and higher year-over-year volume. Core sales in the packaging and color solutions business decreased 1.9% year-over-year during the nine-month period ended October 2, 2026, partly due to the impact of global macroeconomic conditions on certain product lines and original equipment manufacturing (“OEM”) customers.
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Operating Profit Performance
Operating profit margins were 23.9% for the three-month period ended October 2, 2026 as compared to 24.3% for the three-month period ended October 3, 2025. The following factors impacted year-over-year operating profit margin comparisons:
Third quarter 2026 vs. third quarter 2025 operating profit margin comparisons were unfavorably impacted by:
•Restructuring charges related to the 2026 Cost Optimization Program - 280 basis points
Third quarter 2026 vs. third quarter 2025 operating profit margin comparisons were favorably impacted by:
•Higher 2026 core sales, partially offset by incremental labor costs and sales and marketing growth initiatives - 240 basis points
Operating profit margins were 23.7% for the nine-month period ended October 2, 2026 as compared to 25.3% for the nine-month period ended October 3, 2025. The following factors impacted year-over-year operating profit margin comparisons:
Year-to-date 2026 vs. year-to-date 2025 operating profit margin comparisons were unfavorably impacted by:
•Restructuring charges related to the 2026 Cost Optimization Program - 220 basis points
•Transaction costs incurred during 2026 related to the acquisition of GlobalVision - 30 basis points
Year-to-date 2026 vs. year-to-date 2025 operating profit margin comparisons were favorably impacted by:
•The net impact in 2026 of acquisitions and dispositions - 10 basis points
•Higher 2026 core sales and recoveries of tariffs previously collected under IEEPA, partially offset by incremental labor costs and sales and marketing growth initiatives - 80 basis points
OTHER INCOME (EXPENSE), NET
Other income (expense), net included a pre-tax gain of $7 million from the step acquisition of our previously held minority ownership interest in In-Situ during the nine-month period ended October 2, 2026, and a loss on the disposition of a product line of $6 million, net of $1 million net periodic benefit costs, during the nine-month period ended October 3, 2025.
INTEREST COSTS AND FINANCING
For a discussion of the Company’s outstanding indebtedness, refer to Note 9 to the accompanying Consolidated Condensed Financial Statements.
Net interest expense of $25 million and $76 million was recorded for the three and nine-month periods ended October 2, 2026, respectively, compared to net interest expense of $21 million and $76 million for the three and nine-month periods ended October 3, 2025, respectively, primarily arising from our outstanding indebtedness.
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 | Nine-Month Period Ended | ||||||||||||||||||||||
October 2, 2026 | October 3, 2025 | October 2, 2026 | October 3, 2025 | ||||||||||||||||||||
Effective tax rate | 7.3 | % | 21.9 | % | 15.3 | % | 22.0 | % | |||||||||||||||
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 United States (“U.S.”). Therefore, based on earnings mix, the impact of operating in such jurisdictions may contribute to a higher effective tax rate compared to the U.S. federal statutory tax rate.
The effective tax rate for the three-month period ended October 2, 2026 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above, the favorable impact of tax law changes under the One Big Beautiful Bill Act (“OBBBA”), a net discrete benefit of $47 million related primarily to the impact of restructuring costs and a reduction of tax the indemnification related to the Separation from Danaher. The net discrete benefit decreased the effective tax rate by 17.1% for the three-month period ended October 2, 2026.
The effective tax rate for the nine-month period ended October 2, 2026 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above, the favorable impact of tax law changes under the OBBBA, a net discrete benefit of $57 million related primarily to the impact of restructuring costs and a reduction of tax the indemnification related to the Separation from Danaher. The net discrete benefit decreased the effective tax rate by 6.5% for the nine-month period ended October 2, 2026.
The effective tax rate for the three-month period ended October 3, 2025 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above and a net discrete provision of $1 million related primarily to the impact of uncertain tax positions, partially offset by the impact of a German tax rate change on deferred taxes. The net discrete provision increased the effective tax rate by 0.3% for the three-month period ended October 3, 2025.
The effective tax rate for the nine-month period ended October 3, 2025 differs from the U.S. federal statutory rate of 21% principally due to the geographic mix of earnings described above, the unfavorable impact of a non-deductible loss on the sale of a product line of $2 million, and a net discrete benefit of $1 million related primarily to the impact of a German tax rate change on deferred taxes, partially offset by the impact of uncertain tax positions. The net discrete benefit decreased the effective tax rate by 0.1% for the nine-month period ended October 3, 2025.
The Company conducts business globally, requiring filing 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.
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 2025 Annual Report on Form 10-K.
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COMPREHENSIVE INCOME
In 2026, comprehensive income increased $28 million for the three-month period ended October 2, 2026 as compared to the comparable period in 2025, primarily driven by higher net earnings and unrealized gain on net investment hedges, partially offset by losses from foreign currency translation adjustments during the three-month period ended October 2, 2026. Comprehensive income decreased $150 million for the nine-month period ended October 2, 2026 as compared to the comparable period in 2025, primarily driven by losses from foreign currency translation adjustments, partially offset by higher net earnings and unrealized gain on net investment hedges during the nine-month period ended October 2, 2026. The Company recorded foreign currency translation losses of $35 million and an unrealized gain on net investment hedge of $9 million for the three-month period ended October 2, 2026, compared to foreign currency translation losses of $34 million and an unrealized loss on net investment hedge of $6 million for the three-month period ended October 3, 2025. The foreign currency translation losses during both of the three-month periods ended October 2, 2026 and October 3, 2025 were driven by the strengthening of the U.S. dollar against most major foreign currencies in the period. The Company recorded foreign currency translation losses of $94 million and an unrealized gain on net investment hedges of $21 million for the nine-month period ended October 2, 2026, compared to foreign currency translation gains of $200 million and an unrealized loss on net investment hedge of $60 million for the nine-month period ended October 3, 2025. The foreign currency translation losses during the nine-month period ended October 2, 2026 were driven by the strengthening of the U.S. dollar against most major foreign currencies in the period. The foreign currency translation gains during the nine-month period ended October 3, 2025 were primarily driven by the weakening 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.
During the second quarter of 2026, the Company completed an underwritten offering of $725 million aggregate principal amount of senior unsecured notes with a maturity date on January 15, 2032 (the “2032 Notes”). The net proceeds from the issuance have been and will be used for general corporate purposes, which may include, without limitation, refinancing of outstanding indebtedness, working capital, capital expenditures and satisfaction of other obligations. During the third quarter of 2026, the Company repaid the $700 million aggregate principal amount of senior unsecured notes due September 18, 2026 using available cash and proceeds from the 2032 Notes. During the third quarter of 2026, the Company issued $250 million of commercial paper in order to fund the acquisition of Cleanwater1 during the fourth quarter of 2026. Refer to Note 9 for additional information related to the Company’s long-term indebtedness and commercial paper program.
Shelf Registration Statement
On October 24, 2024, the Company filed a shelf registration statement on Form S-3 with the SEC (the “Shelf Registration Statement”) that registers an indeterminate amount of debt securities, common stock, preferred stock, depositary shares, subscription rights, purchase contracts, units and warrants that may be issued in the future in one or more offerings. Unless otherwise specified in the corresponding prospectus supplement, the Company expects to use net proceeds realized from future securities issuances off the Shelf Registration Statement for general corporate purposes, including without limitation repayment or refinancing of debt or other corporate obligations, acquisitions, capital expenditures, and working capital.
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Overview of Cash Flows and Liquidity
Following is an overview of the Company’s cash flows and liquidity:
Nine-Month Period Ended | |||||||||||
($ in millions) | October 2, 2026 | October 3, 2025 | |||||||||
Net cash provided by operating activities | $ | 845 | $ | 766 | |||||||
Cash paid for acquisitions, net of cash acquired | $ | (683) | $ | — | |||||||
Payments for additions to property, plant and equipment | (43) | (43) | |||||||||
All other investing activities | (3) | (20) | |||||||||
Net cash used in investing activities | $ | (729) | $ | (63) | |||||||
Payment of dividends | $ | (96) | $ | (82) | |||||||
Proceeds from the issuance of common stock in connection with stock-based compensation | 12 | 20 | |||||||||
Net proceeds from borrowings (maturities longer than 90 days) | 719 | — | |||||||||
Net repayments of borrowings (maturities longer than 90 days) | (700) | — | |||||||||
Payments for repurchase of common stock | (523) | — | |||||||||
Net proceeds from commercial paper borrowings | 249 | — | |||||||||
All other financing activities | — | (15) | |||||||||
Net cash used in financing activities | $ | (339) | $ | (77) | |||||||
•Operating cash flows increased $79 million, or 10%, during the nine-month period ended October 2, 2026 as compared to the comparable period in 2025, primarily driven by higher net earnings, partially offset by changes in net working capital.
•Net cash used in investing activities increased $666 million for the nine-month period ended October 2, 2026 as compared to the comparable period in 2025, primarily driven by cash paid for the acquisitions of In-Situ and GlobalVision during the nine-month period ended October 2, 2026.
•Net cash used in financing activities increased $262 million for the nine-month period ended October 2, 2026 as compared to the comparable period in 2025, primarily driven by net repayments of long-term debt and payments for share repurchases under the Company’s share repurchase program, partially offset by the net proceeds from the 2032 Notes and the issuance of commercial paper under the commercial paper program during the nine-month period ended October 2, 2026.
Share Repurchase Program
For information regarding the Company’s share repurchase program, refer to Part II—Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds”.
Dividends
Aggregate cash payments for dividends on Company common stock during the three-month period ended October 2, 2026 were $32 million.
In the third quarter of 2026, the Company declared a regular quarterly dividend of $0.13 per share of Company common stock payable on October 30, 2026 to holders of record as of September 30, 2026.
Cash and Cash Requirements
As of October 2, 2026, the Company held approximately $1.8 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 $620 million was held within the United States and approximately $1,165 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
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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 October 2, 2026, 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 2025 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 2025 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 2025 Annual Report on Form 10-K. There were no material changes during the three-month period ended October 2, 2026 to this information as reported in the 2025 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 Securities Exchange Act of 1934, as amended (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 2025 Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
There were no material changes during the quarter ended October 2, 2026 to the risk factors previously disclosed in the “Item 1A. Risk Factors” section of the 2025 Annual Report on Form 10-K, and as updated in the Company’s Form 10-Q for the period ended April 3, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On November 25, 2025, the Company announced that its Board of Directors approved a share repurchase program (the “Repurchase Program”) authorizing the repurchase of up to $750 million of the Company’s common stock from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act), in privately negotiated transactions or by other methods, at the Company’s discretion. The program does not obligate the Company to acquire any particular amount of its common stock, has no expiration date, and will continue until otherwise suspended or terminated at any time for any reason. The timing and amount of any shares repurchased under the Repurchase Program will be determined by members of the Company’s management based on its evaluation of market, business conditions, and other factors.
The following table provides details about our share repurchases, including those pursuant to a Rule 10b5-1 plan, during the fiscal quarter ended October 2, 2026:
Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program ($ in millions) | |||||||||||||||||||
July 4, 2026 - July 31, 2026 | 504,703 | $ | 92.14 | 504,703 | $ | 270 | |||||||||||||||||
August 1, 2026 - August 28, 2026 | 206,746 | 96.74 | 206,746 | 250 | |||||||||||||||||||
August 29, 2026 - October 2, 2026 | 239,620 | 95.79 | 239,620 | 227 | |||||||||||||||||||
Total (1) | 951,069 | $ | 94.08 | 951,069 | $ | 227 | |||||||||||||||||
(1) Amounts exclude excise taxes and other transaction costs
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
(a)Exhibits:
3.1 | |||||
3.2 | |||||
31.1 | |||||
31.2 | |||||
32.1 | |||||
32.2 | |||||
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) | ||||
42
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: | October 29, 2026 | By: | /s/ Sameer Ralhan | ||||||||
Sameer Ralhan | |||||||||||
Senior Vice President and Chief Financial Officer | |||||||||||
Date: | October 29, 2026 | By: | /s/ Bernard M. Skeete | ||||||||
Bernard M. Skeete | |||||||||||
Vice President and Chief Accounting Officer | |||||||||||
43
Exhibit 31.1
Certification
I, Jennifer L. Honeycutt, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Veralto Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | October 29, 2026 | By: | /s/ Jennifer L. Honeycutt | ||||||||
Jennifer L. Honeycutt | |||||||||||
| President and Chief Executive Officer | |||||||||||
Exhibit 31.2
Certification
I, Sameer Ralhan, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Veralto Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | October 29, 2026 | By: | /s/ Sameer Ralhan | ||||||||
| Sameer Ralhan | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jennifer L. Honeycutt, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Veralto Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Veralto Corporation.
| Date: | October 29, 2026 | By: | /s/ Jennifer L. Honeycutt | ||||||||
| Jennifer L. Honeycutt | |||||||||||
| President and Chief Executive Officer | |||||||||||
This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Veralto Corporation specifically incorporates it by reference.
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Sameer Ralhan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Veralto Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Veralto Corporation.
| Date: | October 29, 2026 | By: | /s/ Sameer Ralhan | ||||||||
| Sameer Ralhan | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Veralto Corporation specifically incorporates it by reference.