← Filings of VLTO
Table 1 after “FORM 10-Q”
| | Page |
| PART I - | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements | |
| Combined Condensed Balance Sheets | 1 |
| Combined Condensed Statements of Earnings | 2 |
| Combined Condensed Statements of Comprehensive Income | 3 |
| Combined Condensed Statements of Equity | 4 |
| Combined Condensed Statements of Cash Flows | 6 |
First 8 of 18 rows. The download has all of them.
Table 2 after “(unaudited)”
| September 29, 2023 | December 31, 2022 | |
| ASSETS | | | |
| Current assets: | | | |
| Cash and equivalents | $426 | | $— |
| Trade accounts receivable, less allowance for doubtful accounts of $36 and $34, respectively | 816 | | 816 |
| Inventories: | | | |
| Finished goods | 134 | | 145 |
| Work in process | 45 | | 51 |
First 8 of 33 rows. The download has all of them.
Table 3 after “(unaudited)”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Sales | $1,255 | | $1,219 | | $3,733 | $3,622 |
| Cost of sales | (532) | | (525) | | (1,578) | (1,573) |
| Gross profit | 723 | | 694 | | 2,155 | 2,049 |
| Operating costs: | | | | | | |
| Selling, general and administrative expenses | (395) | | (357) | | (1,133) | (1,067) |
| Research and development expenses | (55) | | (52) | | (168) | (164) |
First 8 of 19 rows. The download has all of them.
Table 4 after “(unaudited)”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Net earnings | $205 | | $218 | | $639 | $629 |
| Other comprehensive income (loss), net of income taxes: | | | | | | |
| Foreign currency translation adjustments | (62) | | (97) | | (34) | (212) |
| Pension and post-retirement plan benefit adjustments | — | | — | | — | 1 |
| Unrealized gain on net investment hedge | 3 | | — | | 3 | — |
| Total other comprehensive income (loss), net of income taxes | (59) | | (97) | | (31) | (211) |
First 8 of 9 rows. The download has all of them.
Table 5 after “(unaudited)”
| Common Stock | | | | | | | | | |
| Shares | Amount | | Net Parent Investment | Accumulated Other Comprehensive Income (Loss) | Total Parent’s Equity | | Noncontrolling Interests | | |
| Balance, June 30, 2023 | — | | $— | | $4,207 | | $(926) | | $3,281 | $5 |
| Net earnings for the period | — | | — | | 205 | | — | | 205 | — |
| Recapitalization | 246.3 | | 2 | | (2) | | — | | — | — |
| Consideration paid to Parent in connection with Separation | — | | — | | (2,600) | | — | | (2,600) | — |
| Net transfers to Parent | — | | — | | 198 | | — | | 198 | — |
| Other comprehensive income (loss) | — | | — | | — | | (59) | | (59) | — |
First 8 of 18 rows. The download has all of them.
Table 6 after “Table of Contents”
| Net Parent Investment | Accumulated Other Comprehensive Income (Loss) | | Total Parent’s Equity | Noncontrolling Interests | |
| Balance, July 1, 2022 | $4,275 | | $(1,001) | | $3,274 | $5 |
| Net earnings for the period | 218 | | — | | 218 | — |
| Net transfers to Parent | (214) | | — | | (214) | — |
| Other comprehensive income (loss) | — | | (97) | | (97) | — |
| Parent common stock-based award activity | 8 | | — | | 8 | — |
| Balance, September 30, 2022 | $4,287 | | $(1,098) | | $3,189 | $5 |
| Balance, December 31, 2021 | $4,084 | | $(887) | | $3,197 | $4 |
First 8 of 14 rows. The download has all of them.
Table 7 after “(unaudited)”
| Nine-Month Period Ended | | |
| September 29, 2023 | September 30, 2022 | |
| Cash flows from operating activities: | | | |
| Net earnings | $639 | | $629 |
| Noncash items: | | | |
| Depreciation | 29 | | 31 |
| Amortization of intangible assets | 36 | | 38 |
| Stock-based compensation expense | 35 | | 30 |
First 8 of 30 rows. The download has all of them.
Table 8 after “. Sales taxes and other usage-based taxes collected from customers are excluded from revenue.”
| Water Quality | Product Quality & Innovation | | Total | |
| For the Three-Month Period Ended September 29, 2023: | | | | | |
| Geographical region: | | | | | |
| North America(a) | $438 | | $162 | | $600 |
| Western Europe | 131 | | 141 | | 272 |
| Other developed markets(b) | 18 | | 12 | | 30 |
| High-growth markets(c) | 185 | | 168 | | 353 |
| Total | $772 | | $483 | | $1,255 |
First 8 of 23 rows. The download has all of them.
Table 9 after “Table of Contents”
| Water Quality | Product Quality & Innovation | | Total | |
| For the Nine-Month Period Ended September 29, 2023: | | | | | |
| Geographical region: | | | | | |
| North America(a) | $1,265 | | $493 | | $1,758 |
| Western Europe | 396 | | 439 | | 835 |
| Other developed markets(b) | 51 | | 39 | | 90 |
| High-growth markets(c) | 545 | | 505 | | 1,050 |
| Total | $2,257 | | $1,476 | | $3,733 |
First 8 of 23 rows. The download has all of them.
Table 10 after “Segment results are shown below ($ in millions):”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Sales: | | | | | | |
| Water Quality | $772 | | $741 | | $2,257 | $2,131 |
| Product Quality & Innovation | 483 | | 478 | | 1,476 | 1,491 |
| Total | $1,255 | | $1,219 | | $3,733 | $3,622 |
| Operating profit: | | | | | | |
| Water Quality | $188 | | $185 | | $536 | $485 |
First 8 of 11 rows. The download has all of them.
Table 11 after “The following table summarizes the Company’s effective tax rate:”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Effective tax rate | 23.5% | | 23.5% | | 23.5% | 23.1% |
Table 12 after “The following is a rollforward of the Company’s goodwill ($ in millions):”
| Balance, December 31, 2022 | $2,476 |
| Adjustments due to finalization of purchase price allocations | 1 |
| Foreign currency translation and other | 3 |
| Balance, September 29, 2023 | $2,480 |
Table 13 after “The carrying value of goodwill by segment is summarized as follows ($ in millions):”
| September 29, 2023 | December 31, 2022 | |
| Water Quality | $1,282 | | $1,277 |
| Product Quality & Innovation | 1,198 | | 1,199 |
| Total | $2,480 | | $2,476 |
Table 14 after “The components of the Company’s debt were as follows ($ in millions):”
| Outstanding Amount |
| Description and Aggregate Principal Amount | September 29, 2023 |
| 5.50% senior unsecured notes due 9/18/2026 ($700 million) (the "2026 Notes") | $695 |
| 5.35% senior unsecured notes due 9/18/2028 ($700 million) (the "2028 Notes") | 694 |
| 4.15% senior unsecured notes due 9/19/2031 (€500 million) (the "2031 Notes") | 523 |
| 5.45% senior unsecured notes due 9/18/2033 ($700 million) (the "2033 Notes") | 692 |
| Long-term debt | $2,604 |
Table 15 after “The following table summarizes the notional values as of September 29, 2023 and pretax impact of changes in the fair values of instruments d”
| Original Notional Amount | Notional Amount Outstanding | | Gain (Loss) Recognized in OCI | Amounts Reclassified from OCI | |
| For the Three and Nine-Month Periods Ended September 29, 2023: | | | | | | |
| Foreign currency denominated debt | $523 | | $523 | | $4 | $— |
Table 16 after “The following sets forth the components of the Company’s net periodic benefit cost of the non-U.S. noncontributory defined benefit pension p”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Service cost | $(1) | | $(1) | | $(3) | $(4) |
| Interest cost | (1) | | (1) | | (3) | (1) |
| Expected return on plan assets | 1 | | 1 | | 3 | 2 |
| Amortization of net loss | — | | — | | — | (1) |
| Net periodic cost | $(1) | | $(1) | | $(3) | $(4) |
Table 17 after “Table of Contents”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| RSUs/PSUs: | | | | | | |
| Pretax compensation expense | $7 | | $5 | | $19 | $17 |
| Income tax benefit | — | | (1) | | (1) | (3) |
| RSU/PSU and restricted share expense, net of income taxes | 7 | | 4 | | 18 | 14 |
| Stock options: | | | | | | |
| Pretax compensation expense | 6 | | 3 | | 16 | 13 |
First 8 of 14 rows. The download has all of them.
Table 18 after “The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions).”
| Foreign Currency Translation Adjustments | Net Investment Hedges | | Pension and Postretirement Plan Benefit Adjustments | | Accumulated Comprehensive Income (Loss) | |
| For the Three-Month Period Ended September 29, 2023 | | | | | | | |
| Balance, June 30, 2023 | $(940) | | $— | | $14 | | $(926) |
| Other comprehensive income (loss): | | | | | | | |
| Decrease | (62) | | 4 | | — | | $(58) |
| Income tax impact | — | | (1) | | — | | (1) |
| Net other comprehensive income (loss), net of income taxes | (62) | | 3 | | — | | (59) |
| Balance, September 29, 2023 | $(1,002) | | $3 | | $14 | | $(985) |
First 8 of 14 rows. The download has all of them.
Table 19 after “Table of Contents”
| Foreign Currency Translation Adjustments | Net Investment Hedges | | Pension and Postretirement Plan Benefit Adjustments | | Accumulated Comprehensive Income (Loss) | |
| For the Nine-Month Period Ended September 29, 2023: | | | | | | | |
| Balance, December 31, 2022 | $(968) | | $— | | $14 | | $(954) |
| Other comprehensive income (loss): | | | | | | | |
| Decrease | (34) | | 4 | | — | | (30) |
| Income tax impact | — | | (1) | | — | | (1) |
| Net other comprehensive income (loss), net of income taxes | (34) | | 3 | | — | | (31) |
| Balance, September 29, 2023 | $(1,002) | | $3 | | $14 | | $(985) |
First 8 of 19 rows. The download has all of them.
Table 20 after “The amounts of related party expenses allocated to the Company from Parent and its subsidiaries for the three and nine-month periods ended S”
| Three Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Allocated Corporate Expenses | $15 | | $12 | | $42 | $35 |
| Directly related charges: | | | | | | |
| Insurance programs expenses | 2 | | 2 | | 6 | 5 |
| Medical insurance programs expenses | 23 | | 22 | | 64 | 65 |
| Deferred compensation program expenses | 1 | | — | | 3 | 2 |
| Total related-party expenses | $41 | | $36 | | $115 | $107 |
Table 21 after “Sales Growth and Core Sales Growth”
| % Change Three-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | % Change Nine-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | |
| Total sales growth GAAP | 3.0% | | 3.0% |
| Impact of: | | | |
| Acquisitions/divestitures | (0.5)% | | (0.5)% |
| Currency exchange rates | (1.5)% | | 0.5% |
| Core sales growth (non-GAAP) | 1.0% | | 3.0% |
Table 22 after “Sales by business segment for each of the periods indicated were as follows ($ in millions):”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Water Quality | $772 | | $741 | | $2,257 | $2,131 |
| Product Quality & Innovation | 483 | | 478 | | 1,476 | 1,491 |
| Total | $1,255 | | $1,219 | | $3,733 | $3,622 |
Table 23 after “Water Quality Selected Financial Data”
| Three-Month Period Ended | Nine-Month Period Ended | | | | | | |
| ($ in millions) | September 29, 2023 | September 30, 2022 | | September 29, 2023 | | September 30, 2022 | | |
| Sales | $772 | | $741 | | $2,257 | | $2,131 | |
| Operating profit | 188 | | 185 | | 536 | | 485 | |
| Depreciation | 6 | | 6 | | 18 | | 19 | |
| Amortization of intangible assets | 5 | | 4 | | 15 | | 16 | |
| Operating profit as a % of sales | 24.4% | | 25.0% | | | 23.7% | | 22.8% |
| Depreciation as a % of sales | 0.8% | | 0.8% | | | 0.8% | | 0.9% |
First 8 of 9 rows. The download has all of them.
Table 24 after “Sales Growth and Core Sales Growth”
| % Change Three-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | % Change Nine-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | |
| Total sales growth GAAP | 4.0% | | 6.0% |
| Impact of: | | | |
| Currency exchange rates | (1.0)% | | —% |
| Core sales growth (non-GAAP) | 3.0% | | 6.0% |
Table 25 after “Product Quality & Innovation Selected Financial Data”
| Three-Month Period Ended | Nine-Month Period Ended | | | | | | |
| ($ in millions) | September 29, 2023 | September 30, 2022 | | September 29, 2023 | | September 30, 2022 | | |
| Sales | $483 | | $478 | | $1,476 | | $1,491 | |
| Operating profit | 99 | | 109 | | 356 | | 364 | |
| Depreciation | 3 | | 4 | | 11 | | 12 | |
| Amortization of intangible assets | 7 | | 7 | | 21 | | 22 | |
| Operating profit as a % of sales | 20.5% | | 22.8% | | | 24.1% | | 24.4% |
| Depreciation as a % of sales | 0.6% | | 0.8% | | | 0.7% | | 0.8% |
First 8 of 9 rows. The download has all of them.
Table 26 after “Sales Growth (Decline) and Core Sales Decline”
| % Change Three-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | % Change Nine-Month Period Ended September 29, 2023 vs. Comparable 2022 Period | |
| Total sales growth (decline) GAAP | 1.0% | | (1.0)% |
| Impact of: | | | |
| Acquisitions/divestitures | (1.0)% | | (1.0)% |
| Currency exchange rates | (2.5)% | | 0.5% |
| Core sales decline (non-GAAP) | (2.5)% | | (1.5)% |
Table 27 after “COST OF SALES AND GROSS PROFIT”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| ($ in millions) | September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Sales | $1,255 | | $1,219 | | $3,733 | $3,622 |
| Cost of sales | (532) | | (525) | | (1,578) | (1,573) |
| Gross profit | $723 | | $694 | | $2,155 | $2,049 |
| Gross profit margin | 57.6% | | 56.9% | | 57.7% | 56.6% |
Table 28 after “OPERATING EXPENSES”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| ($ in millions) | September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Sales | $1,255 | | $1,219 | | $3,733 | $3,622 |
| Selling, general and administrative (“SG&A”) expenses | (395) | | (357) | | (1,133) | (1,067) |
| Research and development (“R&D”) expenses | (55) | | (52) | | (168) | (164) |
| SG&A as a % of sales | 31.5% | | 29.3% | | 30.4% | 29.5% |
| R&D as a % of sales | 4.4% | | 4.3% | | 4.5% | 4.5% |
Table 29 after “The following table summarizes the Company’s effective tax rate:”
| Three-Month Period Ended | Nine-Month Period Ended | | | | |
| September 29, 2023 | September 30, 2022 | | September 29, 2023 | September 30, 2022 | |
| Effective tax rate | 23.5% | | 23.5% | | 23.5% | 23.1% |
Table 30 after “Following is an overview of the Company’s cash flows and liquidity ($ in millions):”
| Nine-Month Period Ended | | |
| ($ in millions) | September 29, 2023 | September 30, 2022 | |
| Net cash provided by operating activities | $700 | | $533 |
| Cash paid for acquisitions | $— | | $(51) |
| Payments for additions to property, plant and equipment | (32) | | (26) |
| Proceeds from sales of property, plant and equipment | 2 | | — |
| Net cash used in investing activities | $(33) | | $(77) |
| Net proceeds from borrowings (maturities longer than 90 days) | $2,608 | | $— |
First 8 of 11 rows. The download has all of them.
Table 31 after “Exhibits:”
| 2.1 | Separation and Distribution Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation (incorporated by reference to Exhibit 2.1 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023) |
| 3.1 | Amended and Restated Certificate of Incorporation of Veralto Corporation (incorporated by reference to Exhibit 3.1 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023) |
| 3.2 | Amended and Restated Bylaws of Veralto Corporation (incorporated by reference to Exhibit 3.2 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023) |
| 4.1 | Indenture, dated as of September 18, 2023, between Veralto Corporation, as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (incorporated by reference to Exhibit 4.1 to Veralto Corporation’s Current Report on Form 8-K filed September 19, 2023) |
| 4.2 | Registration Rights Agreement, dated as of September 18, 2023, by and among Veralto Corporation and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the initial purchasers of the USD Notes (incorporated by reference to Exhibit 4.2 to Veralto Corporation’s Current Report on Form 8-K filed September 19, 2023) |
| 4.3 | Indenture, dated as of September 19, 2023, between Veralto Corporation, as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (incorporated by reference to Exhibit 4.3 to Veralto Corporation’s Current Report on Form 8-K filed September 19, 2023) |
| 4.4 | Registration Rights Agreement, dated as of September 19, 2023, by and among Veralto Corporation and Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC, as representatives of the initial purchasers of the Euro Notes (incorporated by reference to Exhibit 4.4 to Veralto Corporation’s Current Report on Form 8-K filed September 19, 2023) |
| 10.1 | Employee Matters Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation (incorporated by reference to Exhibit 10.1 to Veralto Corporation’s Current Report on Form 8-K filed October 2, 2023) |
First 8 of 20 rows. The download has all of them.
Table 32 after “Table of Contents”
| 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 |
| 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 |
| 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 |
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First 8 of 9 rows. The download has all of them.