VLTOVeralto

We note from page iv that that IRS private letter ruling, the tax opinion, and approval of Veralto's common stock for listing on the NYSE are waivable conditions, and that if Danaher elects to proceed with the separation despite waiving one or more conditions, Danaher will then determine what disclosure and other actions are appropriate.

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Revise to specify what steps Danaher will take if it waives any of these conditions of the separation.

No reply letter found.

We refer to your statement in the last paragraph on page 1 that "[the Veralto Enterprise System] is a set of tools at the core of [y]our operating model centered on improving commercial execution, product innovation, operations, and talent acquisition and management." Please provide a more detailed description of the Veralto Enterprise System and the Danaher Business System here or elsewhere in the Information

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Statement. In addition, please clarify to whom you refer when you state that "Veralto's management" were "integral in the development of [DBS]."

No reply letter found.

We note your statement in the first full paragraph on page 3 and elsewhere in the Information Statement that you estimate that "80% of the top global consumer packaged goods (“CPG”) and pharmaceutical brands use PQI’s solutions." Please expand on this statement to explain what constitutes a top global brand in these industries.

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We note your statement that you "define high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure, which include Eastern Europe, the Middle East, Africa, Latin America and Asia Pacific (with the exception of Japan, Australia and New Zealand)." Please clarify if high-growth markets constitute a subset of the world's

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developing countries or if it includes all markets outside of developed countries in which you do business. Revise to indicate the geographic areas of the "other developed markets."

No reply letter found.

We refer to your statement that you "intend to re-invest the substantial free cash flow [you] expect from [y]our operations toward organic growth initiatives and acquisitions..." We note from pages vii and 10 that the company has not yet determined its dividend policy, and will incur debt to finance the separation.

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Clarify here, in your "Growth Through Acquisitions," and in other pertinent sections of the registration statement, the potential impact any dividend or debt payments could have on the amount of free cash flows available for re-investment in such areas.

No reply letter found.

Revise to clarify what consideration, if any, the Danaher Board gave to the potential indebtedness Veralto would undertake as a result of separation as a potentially negative factor in evaluating its decision. Revise the conclusion of this section to clarify for whom the Board determined the potential benefits of the separation outweighed the negative factors.

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We note the potential conflicts of interest of Veralto's executive officers and directors due to equity interests in Danaher and the potential to serve on the Danaher board. Identify the members of Veralto's board and management who will continue to hold positions at Danaher.

No reply letter found.

Please revise your disclosures to discuss your historical GAAP sales with equal or greater prominence than core sales. Refer to Item 10(e)(1)(i) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations Updated December 13, 2022.

No reply letter found.

Please identify the specific foreign currencies that materially impacted your reported foreign currency translation adjustments in each period and discuss the factors that lead to these material adjustments in each period presented.

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We refer to the chart on page 75 illustrating the positioning of your primary brands across the water value chain. Please revise this graphic so that it is clear which brands are engaged in which of the activities listed.

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For example, the second and third rows labeled "Water/Wastewater Treatment" and "Industrial Water Treatment" extend across to the column labeled "Water Discharge; however, the logos for Trojan Technologies and ChemTreat do not appear in that column. Please make similar clarifications to the value chain graphic on page 77, which includes six stages in the value chain and only five products, one of which is not identified.

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With respect to your material patents, please disclose the specific products, product groups and technologies to which such patents relate, whether they are owned or licensed, the type of patent protection you have, the expiration dates, the applicable jurisdictions and whether there are any contested proceedings or third-party claims.

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We note the cross-reference to disclosure in Note 12 to the Combined Financial Statements for this discussion. Please revise to provide a more comprehensive summary of the material applicable environmental laws and regulations.

No reply letter found.

Please file the material leases as exhibits to the registration statement, including the lease for the corporate headquarters. Refer to Item 601(b)(10)(ii)(D) of Regulation S-K.

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We note your discussion of year-over-year core sales. Here and throughout your discussion of your operating results, where you discuss one or more factors responsible for an increase or decrease in a line item, please quantify the contribution of each factor. For example, quantify the increase in core sales in the municipal and industrial end markets, and in the business chemical treatment solutions product line.

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Please also quantify the decrease in core sales in the ultraviolet water disinfection business attributable to completion of several large projects, and clarify whether you expect this trend to continue in future financial periods. Make conforming changes throughout your discussion of your results of operations.

No reply letter found.

Please amend your disclosure to clarify, for the periods presented, the portion of your capital expenditures used for increasing capacity, replacing equipment, supporting new product development, and improving information technology systems, respectively. Intellectual Property, page 94

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We note your response to comment 11 that the Company does not believe that any single patent (or related group of patents) is material to any segment of the Company’s business or to the Company’s businesses as a whole.

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We also note your disclosure that "in aggregate Veralto’s intellectual property is important to its operations." Please revise your Intellectual Property disclosure to provide a more detailed discussion of the type of patent protection upon which you rely for for each of your material products or product families, including a discussion of the jurisdcitions where you have issued patents or pending patent applications, and the relevant expiration dates.

No reply letter found.

We note your response to previous comment 13 regarding material leases. Please revise the disclosure in the "Properties" section of the Information Statement to note that you do not believe that any individual lease agreement is material to the Company as a whole. In this regard, we note that your disclosure refers to certain of your facilities as "significant facilities."

No reply letter found.

We note your amended disclosure that certain Senior Leader Business Metrics included operating profit, core revenue growth, and working capital turnover. To the extent that any of the awards reflected in your Summary Compensation table are based on non- GAAP measures, please amend your disclosure to describe how any non-GAAP numbers are calculated from your audited financial statements.

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Refer to Instruction 5 to Item 402(b) of Regulation S-K.

No reply letter found.

Please file the Bystrom Employment Agreement as an exhibit to your registration statement, or tell us why you do not believe you are required to do so. See Item 601(b)(10) of Regulation S-K.

No reply letter found.

We note from the financial information on pages 16, 48, 53 and elsewhere, they you anticipate incurring $3 billion in debt in connection with the transaction. Please revise this section and elsewhere throughout the registration statement to disclose the material terms of the financing arrangements.

In response to the Staff’s comment, disclosure regarding the material terms of the anticipated financing arrangements has been included on pages vii, 11 and 159 of the information statement, and cross-references to the more detailed disclosure have been added on pages iii, vii, 11, 38, 39, 48, and 49 of the information statement. Read in the reply ↗

We note your reference to a commercial sale/license agreement Veralto and Danaher expect to enter into in connection with the separation. Please clarify if this is a reference to the DBS license agreement discussed elsewhere in the Information Statement.

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If it is a separate agreement, please include a description of the material terms of the agreement and file it as an exhibit to the Registration Statement or tell us why you do not believe you are required to do so.

In response to the Staff’s comment, additional disclosure regarding the proposed commercial supply and license agreements that subsidiaries of Veralto and Danaher intend to enter into has been added on page 147 of the information statement, and a cross-reference thereto has been added on page 48 of the information statement. The Company supplementally advises the Staff that the form of agreement(s) memorializing the commercial supply and license arrangements has not yet been finalized and is not expected to be finalized prior to effectiveness of the Registration Statement.

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The Company will file such agreement(s), once finalized, with a Current Report on Form 8-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Business Segments, Water Quality, page 65

Read in the reply ↗

We note your changes in response to previous comment 1 and reissue the comment. Where the financial statements reflect material changes from period-to-period in one or more line items, Item 303(b)(2) of Regulation S-K requires, in part, a description of the underlying reasons for these material changes in quantitative and qualitative terms.

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Here and throughout your discussion of your operating results, where you discuss one or more factors responsible for an increase or decrease in a line item, please quantify the contribution of each factor. We note the tables referenced in your response do not quantify all of the factors that impacted core sales.

In response to the Staff’s comment, additional disclosure quantifying the contribution of different factors to changes in core sales and other relevant line items has been included on pages 59 - 69 of the information statement. Read in the reply ↗

We reissue comment 2, as the revised disclosure did not quantify the components of capital expenditures for each of the periods presented, as requested in the comment. Intellectual Property, page 94

In response to the Staff’s comment, additional disclosure quantifying the components of capital expenditures for each of the periods presented has been included on page 76 of the information statement. Read in the reply ↗

We reissue comment 3. Please revise to provide additional detail regarding the information requested in the comment with respect to each segment, rather than the company as a whole. In your revision, please separately quantify the patents for each segment in the United States, rather than including U.S. patents within North America as a whole.

In response to the Staff’s comment, additional disclosure regarding the Company’s patent protections within each segment and in the United States has been included on page 95 of the information statement.

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We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (212) 735-7886 or thomas.greenberg@skadden.com. Read in the reply ↗