vlto-20250704

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 July 4, 2025


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

For the transition period from to

Commission File Number: 001-41770

VERALTO CORPORATION

(Exact name of registrant as specified in its charter)


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

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

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

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


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

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

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

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

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

The number of shares of common stock outstanding at July 22, 2025 was 248,160,850.

VERALTO CORPORATION

TABLE OF CONTENTS

FORM 10-Q


		Page
PART I -	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets	1

	Consolidated Condensed Statements of Earnings	2

	Consolidated Condensed Statements of Comprehensive Income	3

	Consolidated Condensed Statements of Stockholders' Equity	4

	Consolidated Condensed Statements of Cash Flows	5

	Notes to Consolidated Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35





Item 6.	Exhibits	36

	Signatures	37

Table of Contents

VERALTO CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amounts)

(unaudited)


	July 4, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,559	$	1,101
Trade accounts receivable, less allowance for credit losses of $39 and $37, respectively	878		812
Inventories:
Finished goods	144		122
Work in process	48		39
Raw materials	137		127
Total inventories	329		288
Prepaid expenses and other current assets	187		186
Total current assets	2,953		2,387
Property, plant and equipment, net of accumulated depreciation of $517 and $485, respectively	284		268
Other long-term assets	560		523
Goodwill	2,835		2,693
Other intangible assets, net	539		535
Total assets	$	7,171	$	6,406
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

Trade accounts payable	$	411	$	395
Accrued expenses and other liabilities	864		850
Total current liabilities	1,275		1,245
Other long-term liabilities	563		517
Long-term debt	2,672		2,599
Stockholders' Equity:
Preferred stock - $0.01 par value as of July 4, 2025 and December 31, 2024, 15 million shares authorized as of both dates; and 0 shares issued and outstanding as of both dates	—		—
Common stock - $0.01 par value as of July 4, 2025 and December 31, 2024, 1.0 billion shares authorized as of both dates; and 248.1 million and 247.4 million shares issued and outstanding, respectively	2		2

Additional paid-in capital	2,233		2,190
Retained earnings	1,310		917
Accumulated other comprehensive loss	(892)		(1,071)
Total Veralto stockholders' equity	2,653		2,038
Noncontrolling interests	8		7
Total stockholders' equity	2,661		2,045
Total liabilities and stockholders' equity	$	7,171	$	6,406

See the accompanying Notes to the Consolidated Condensed Financial Statements.

Table of Contents

VERALTO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

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

(unaudited)


	Three-Month Period Ended				Six-Month Period Ended
	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Sales	$	1,371	$	1,288	$	2,703	$	2,534
Cost of sales	(549)		(514)		(1,076)		(1,013)
Gross profit	822		774		1,627		1,521
Operating costs:
Selling, general and administrative expenses	(442)		(414)		(861)		(808)
Research and development expenses	(67)		(61)		(131)		(121)

Operating profit	313		299		635		592
Nonoperating income (expense):
Other income (expense), net	—		1		(6)		(14)


Interest expense, net	(28)		(30)		(55)		(58)

Earnings before income taxes	285		270		574		520
Income taxes	(63)		(67)		(127)		(133)


Net earnings	$	222	$	203	$	447	$	387







Net earnings per common share:
Basic	$	0.89	$	0.82	$	1.80	$	1.57
Diluted	$	0.89	$	0.81	$	1.79	$	1.55
Average common stock and common equivalent shares outstanding:
Basic	248.2		247.2		248.0		247.1
Diluted	249.9		249.3		250.0		249.1

See the accompanying Notes to the Consolidated Condensed Financial Statements.

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VERALTO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)


	Three-Month Period Ended				Six-Month Period Ended
	July 4, 2025		June 28, 2024		July 4, 2025		June 28, 2024
Net earnings	$	222	$	203	$	447	$	387
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	153		(29)		234		(65)
Pension and post-retirement plan benefit adjustments	—		—		(1)		—

Unrealized gain (loss) on net investment hedge	(32)		3		(54)		12
Total other comprehensive income (loss), net of income taxes	121		(26)		179		(53)

Comprehensive income	$	343	$	177	$	626	$	334

See the accompanying Notes to the Consolidated Condensed Financial Statements.

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VERALTO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ and shares in millions)

(unaudited)

Common Stock