8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________________________________

FORM 8-K

______________________________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

September 27, 2023

______________________________________________________

Veralto Corporation
(Exact Name of Registrant as Specified in Its Charter)

______________________________________________________

Delaware
(State or Other Jurisdiction of Incorporation)

001-41770		92-1941413
(Commission File Number)		(IRS Employer Identification No.)
225 Wyman St.	Suite 250
Waltham	MA	02451
(Address of Principal Executive Offices)		(Zip Code)

630-860-7300
(Registrant’s Telephone Number, Including Area Code)

c/o Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, DC, 20037
(Former Name or Former Address, if Changed Since Last Report)

______________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Agreements with Danaher Corporation

On September 29, 2023, Danaher Corporation (“Danaher”) entered into definitive agreements with Veralto Corporation (“Veralto”), a wholly owned subsidiary of Danaher at that time, that, among other things, set forth the terms and conditions of the separation of Veralto from Danaher (the “Separation”) and the distribution of all of Veralto’s outstanding common stock to holders of Danaher common stock (the “Distribution”). The agreements provide a framework for Danaher’s relationship with Veralto from and after the Separation, including the allocation between Veralto and Danaher of Danaher’s and Veralto’s assets, employees, services, liabilities and obligations attributable to periods prior to, at and after the Separation. In connection with the Separation, Danaher and Veralto entered into a Separation and Distribution Agreement (the “Separation Agreement”), an Employee Matters Agreement (the “Employee Matters Agreement”), a Tax Matters Agreement (the “Tax Matters Agreement”), a Transition Services Agreement (the “Transition Services Agreement”), an Intellectual Property Matters Agreement (the “Intellectual Property Matters Agreement”), a DBS License Agreement (the “DBS License Agreement”) and a Framework Agreement (the “Framework Agreement”), each dated as of September 29, 2023. A summary of certain material features of the Separation Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Intellectual Property Matters Agreement, the DBS License Agreement and the Framework Agreement, all of which are referenced below, can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements with Danaher” in Veralto’s Information Statement, which is included as Exhibit 99.1 hereto (the “Information Statement”). These summaries are incorporated by reference into this Item 1.01 in their entirety.

Separation Agreement

The Separation Agreement sets forth, among other things, the agreements between Veralto and Danaher regarding the principal transactions necessary to effect the Separation and the Distribution. It also sets forth other agreements that govern certain aspects of Veralto’s ongoing relationship with Danaher after the completion of the Separation and the Distribution. The description of the Separation Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Separation Agreement filed as Exhibit 2.1 hereto and incorporated herein by reference.

Employee Matters Agreement

The Employee Matters Agreement sets forth, among other things, Veralto’s and Danaher’s compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally will allocate liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs. The Employee Matters Agreement will provide for the treatment of outstanding Danaher equity awards held by Veralto’s employees upon completion of the Distribution, as described in further detail in “Treatment of Outstanding Equity Awards at the Time of the Separation,” and certain other incentive arrangements. The description of the Employee Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Employee Matters Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

Tax Matters Agreement

The Tax Matters Agreement governs Veralto’s and Danaher’s respective rights, responsibilities and obligations after the Distribution with respect to tax liabilities (including taxes, if any, incurred as a result of any failure of the Distribution or certain related transactions to qualify for tax-free treatment for U.S. federal income tax purposes) and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. In general, under the agreement, Veralto will be responsible for any U.S. federal, state, local or foreign taxes (and any related interest, penalties or audit adjustments) imposed with respect to tax returns that include only Veralto and/or any of its subsidiaries for any periods or portions thereof ending on or prior to the consummation of the Separation and Distribution. Danaher will generally retain responsibility for any U.S. federal, state, local or foreign taxes (and any related interest, penalties or audit adjustments) imposed with respect to tax returns that include Danaher or any of its subsidiaries and Veralto and/or any of its subsidiaries for periods or portions thereof prior to the consummation of the Separation and Distribution. The description of the Tax Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Tax Matters Agreement filed as Exhibit 10.2 hereto and incorporated herein by reference.

Transition Services Agreement

The Transition Services Agreement sets forth the terms and conditions pursuant to which Danaher and its subsidiaries and Veralto and its subsidiaries will provide to each other various services. The services to be provided include information technology, facilities, certain accounting and other financial functions, and administrative services. The charges for the transition services generally are expected to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in

some cases, the allocated indirect costs of providing the services. The description of the Transition Services Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Transition Services Agreement filed as Exhibit 10.3 hereto and incorporated herein by reference.

Intellectual Property Matters Agreement

The Intellectual Property Matters Agreement sets forth the terms and conditions pursuant to which Danaher has granted to Veralto a non-exclusive, fully paid-up, irrevocable, sublicensable (subject to the restriction below), worldwide and royalty-free license to use certain intellectual property rights retained by Danaher. Veralto will be able to sublicense its rights in connection with activities relating to Veralto’s and its affiliates business, but not for independent use by third parties.

Veralto has also granted back to Danaher a personal, generally irrevocable, non-exclusive, fully paid-up, sublicensable (subject to the restrictions below), worldwide and royalty-free license to continue to use the transferred intellectual property rights. Danaher will be able to sublicense its rights in connection with activities relating to Danaher’s and its affiliates retained business, but not for independent use by third parties. This license-back will permit Danaher to continue to use the transferred intellectual property rights in the conduct of its remaining businesses. The description of the Intellectual Property Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Intellectual Property Matters Agreement filed as Exhibit 10.4 hereto and incorporated herein by reference.

DBS License Agreement

The DBS License Agreement sets forth the terms and conditions pursuant to which Danaher has granted Veralto a non-exclusive, worldwide, non-transferable, perpetual license to Veralto to use, modify, enhance and improve DBS solely in support of its businesses. Veralto will be able to sublicense such license solely to direct and indirect, wholly-owned subsidiaries (but only as long as such entities remain direct and indirect, wholly-owned subsidiaries) and to third parties to the extent reasonably necessary to support the businesses of Veralto and its subsidiaries and subject to appropriate confidentiality and non-use obligations. In addition, each of Danaher and Veralto will license to each other improvements made by such party to DBS during the first two years of the term of the DBS License Agreement. The term period for the DBS license agreement is perpetual, unless terminated earlier by either party. The description of the DBS License Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the DBS License Agreement filed as Exhibit 10.5 hereto and incorporated herein by reference.

Framework Agreement

The Framework Agreement was entered into between Beckman Coulter, Inc., a subsidiary of Danaher (“Beckman Coulter”), and Hach Company, a subsidiary of Veralto (“Hach”), and governs intellectual property rights and manufacturing and distribution rights and obligations relating to the businesses’ particle counting analysis product line (the “Particle Counting Product Line”). The agreement provides for an allocation of intellectual property rights between the parties relating to the Particle Counting Product Line; provides that Hach will manufacture for Beckman Coulter certain products relating to the Particle Counting Product Line, upon the terms set forth in the agreement; and provides for an allocation of distribution rights between the parties relating to the Particle Counting Product Line. The aggregate annual payments under the agreement are not expected to exceed one percent of the annual revenues of either Danaher or Veralto. The description of the Framework Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Framework Agreement filed as Exhibit 10.6 hereto and incorporated herein by reference.

ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

The information included under Item 5.03 of this Current Report on Form 8-K regarding the Amended and Restated Certificate of Incorporation is incorporated herein by reference.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Immediately prior to the Distribution, Veralto was a 100% owned subsidiary of Danaher. The Distribution was completed effective as of 12:01 a.m. on September 30, 2023. Following the completion of the Distribution, Veralto is now a separate public company trading under the symbol “VLTO” on the New York Stock Exchange. The Distribution was made to holders of Danaher common stock of record as of the close of business on September 13, 2023 (the “Record Date”), who received one share of Veralto common stock for every three shares of Danaher common stock held as of the Record Date. Danaher did not issue fractional shares of Veralto common stock in the Distribution. Fractional shares that holders of Danaher common stock would otherwise have been entitled to receive were aggregated and are being sold in the public market by the distribution agent. The aggregate net cash proceeds

of these sales will be distributed ratably to those holders of Danaher common stock who would otherwise have been entitled to receive fractional shares.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Director Appointments

In connection with the Separation, effective on September 27, 2023, Matthew R. McGrew resigned from the Board of Directors (the “Board”) of Veralto and John T. Schwieters was appointed to the Board, to serve with Jennifer L. Honeycutt who continues to serve on the Board. Mr. Schwieters was also appointed to serve on the Audit Committee of the Board on such date. On September 29, 2023, the size of the Board of Veralto was expanded from two directors to 11 directors, and Linda Filler, Françoise Colpron, Daniel L. Comas, Shyam P. Kambeyanda, William H. King, Walter G. Lohr, Jr., Heath A. Mitts, Cindy L. Wallis-Lage and Thomas L. Williams were appointed to the Board, with such expansion to be effective as of, and the terms of such directorships commencing, immediately prior to the Distribution.

Biographical information for each member of the Board can be found in Veralto’s Information Statement under the section entitled “Management,” which is incorporated herein by reference.

The Board is comprised of three classes, as follows:

• Class I: Messrs. Colpron, Kambeyanda and King are class I directors, whose terms will expire at the 2024 annual meeting of Veralto’s stockholders following the Distribution;

• Class II: Messrs. Comas, Lohr and Schwieters and Ms. Wallis-Lage are class II directors, whose terms will expire at the 2025 annual meeting of Veralto’s stockholders following the Distribution; and

• Class III: Messrs. Mitts and Williams and Mses. Honeycutt and Filler are class III directors, whose terms will expire at the 2026 annual meeting of Veralto’s stockholders following the Distribution.

The committees of the Board are comprised as follows:

• Messrs. Schwieters, Kambeyanda and Mitts were appointed as members of the Audit Committee. Mr. Schwieters was appointed the Chair of the Audit Committee;

• Messrs. Colpron and Williams and Ms. Filler were appointed as members of the Compensation Committee. Mr. Williams was appointed the Chair of the Compensation Committee;

• Messrs. Lohr and Colpron and Ms. Wallis-Lage were appointed as members of the Nominating and Governance Committee. Mr. Lohr was appointed the Chair of the Nominating and Governance Committee.

Each of the non-employee directors of Veralto will receive compensation for their service as a director or committee member, including any additional compensation for services as Chair of the Board or a committee, in accordance with plans and programs more fully described in the Information Statement under the heading “Director Compensation,” which is incorporated herein by reference.

There are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which such individuals were selected as directors.

There are no other transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K.

Executive Officer Appointments

Effective as of immediately prior to the Distribution, the following persons are serving as executive officers of Veralto in the offices set forth beside each person’s name:

Jennifer L. Honeycutt    President and Chief Executive Officer

Sameer Ralhan        Senior Vice President and Chief Financial Officer

Melissa Aquino        Senior Vice President, Water Quality

Mattias Byström        Senior Vice President, Product Quality and Innovation

Surekha Trivedi        Senior Vice President, Strategy & Sustainability

Lesley Beneteau        Senior Vice President, Human Resources

Sylvia Stein        Senior Vice President and General Counsel

Biographical information for each of the executive officers of Veralto can be found in Veralto’s Information Statement under the section entitled “Management,” which is incorporated herein by reference.

Compensation Plans

2023 Stock Incentive Plan and Sub-Plans

In connection with the Separation, the Board adopted, and the sole stockholder of Veralto approved, the Veralto Corporation 2023 Omnibus Incentive Plan (the “Omnibus Plan”), which plan includes the Veralto Corporation Excess Contribution Program (the “Excess Contribution Program”) and the Veralto Corporation Executive Deferred Incentive Program (the “Executive Deferred Incentive Program”), as contemplated by the Information Statement. The Omnibus Plan became effective as of immediately prior to the Distribution on September 30, 2023. The terms of the Omnibus Plan, the Excess Contribution Program and the Executive Deferred Incentive Program are substantially the same as the terms set forth in the forms previously filed as Exhibits 10.13, 10.21 and 10.22, respectively, to Veralto’s Registration Statement on Form 10 filed with the SEC on August 3, 2023, as amended (File No. 001-41770) (the “Registration Statement”).

Veralto Corporation Deferred Compensation Plan

In connection with the Separation, the Board adopted the Veralto Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”), as contemplated by the Information Statement. The Deferred Compensation Plan became effective as of immediately prior to the Distribution on September 30, 2023. The terms of the Deferred Compensation Plan are substantially the same as the terms set forth in the form previously filed as Exhibit 10.23 to the Registration Statement.

Veralto Corporation Senior Leader Severance Pay Plan

In connection with the Separation, the Board adopted the Veralto Corporation Senior Leader Severance Pay Plan (the “Senior Leader Severance Pay Plan”), as contemplated by the Information Statement. The Senior Leader Severance Pay Plan became effective as of immediately prior to the Distribution on September 30, 2023. The terms of the Senior Leader Severance Pay Plan are substantially the same as the terms set forth in the form previously filed as Exhibit 10.20 to the Registration Statement.

Distribution Adjustment Awards

In accordance with the previously disclosed terms of the Employee Matters Agreement, Veralto’s executive officers were entitled to receive equity compensation awards relating to shares of Veralto common stock in replacement of previously outstanding awards of stock options, restricted stock units and performance stock units that were granted to them under Danaher’s stock incentive plans prior to the Distribution. Upon completion of the Distribution and in accordance with the Employee Matters Agreement, Veralto’s executive officers received replacement Veralto options and time-based restricted stock units in respect of their existing Danaher options, restricted stock units and performance stock units.

CEO Compensation

On October 1, 2023, in connection with Separation, the Compensation Committee of the Board approved an increase in the annual salary of Jennifer L Honeycutt, President and Chief Executive Officer of Veralto, from $900,000 to $1,000,000, effective as of the closing of the Separation. As of that date, the Compensation Committee of the Board

approved the grant to Ms. Honeycutt of (i) an annual award with a grant date value of $2.5 million, in the form of stock options with respect to 50% of the total award and restricted stock units with respect to 50% of the total award, and (ii) an additional recognition award with a grant date value of $500,000, in the form of stock options with respect to 50% of the total award and restricted stock units with respect to 50% of the total award, in each case pursuant to the Omnibus Plan and subject to the form of option award agreement and form of restricted stock unit award agreement previously approved by the Board.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

In connection with the Separation, on September 29, 2023, the Certificate of Incorporation of Veralto was amended to implement a 2,462,913.42-for-1 stock split of Veralto common stock and to increase the authorized number of shares of common stock to 1 billion and to increase the authorized number of shares of preferred stock to 15 million.

Also on September 29, 2023, the Certificate of Incorporation of Veralto was further amended and restated (the “Amended and Restated Certificate of Incorporation”) and the Bylaws of Veralto were amended and restated (the “Amended and Restated Bylaws”). A description of the material provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws can be found in the section entitled “Description of Capital Stock” in Veralto’s Information Statement, and such section is incorporated herein by reference. The description set forth under this Item 5.03 is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.

ITEM 5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS

In connection with the Separation, the Board adopted Veralto’s Code of Conduct effective as of September 30, 2023. A copy of Veralto’s Code of Conduct is available under the Investor Relations—Corporate Governance section of Veralto’s website at www.veralto.com.

ITEM 8.01 OTHER EVENTS

In connection with the Separation, the Board adopted Corporate Governance Guidelines effective as of September 30, 2023. A copy of Veralto’s Corporate Governance Guidelines is available under the Investor Relations—Corporate Governance section of Veralto’s website at www.veralto.com.

On October 2, 2023, Veralto issued a press release announcing the completion of the Separation and Distribution and the start of Veralto’s operations as a separate public company. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Separation and Distribution Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation
3.1	Amended and Restated Certificate of Incorporation of Veralto Corporation
3.2	Amended and Restated Bylaws of Veralto Corporation
10.1	Employee Matters Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation
10.2	Tax Matters Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation
10.3	Transition Services Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation
10.4	Intellectual Property Matters Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation
10.5	DBS License Agreement, dated as of September 29, 2023, by and between Veralto Corporation and Danaher Corporation
10.6	Framework Agreement, dated as of September 29, 2023, by and between Beckman Coulter, Inc. and Hach Company
10.7	Veralto Corporation 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form 10 (File No. 001-41770), filed with the Commission on August 3, 2023)
10.8	Veralto Corporation Executive Deferred Incentive Plan, a sub-plan under the 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form 10 (File No. 001-41770), filed with the Commission on August 3, 2023)
10.9	Veralto Corporation Excess Contribution Program, a sub-plan under the 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on form 10 (File No. 001-41770) filed with the Commission on August 3, 2023).
10.10	Veralto Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on form 10 (File No. 001-41770) filed with the Commission on August 3, 2023)
14.1	Veralto Corporation Code of Conduct
99.1	Information Statement of Veralto Corporation dated September 13, 2023
99.2	Press release of Veralto Corporation, dated as of October 2, 2023
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

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 hereunto duly authorized.

	VERALTO CORPORATION
Date: October 2, 2023	By:	/s/ James A. Tanaka
		Name: James A. Tanaka
		Title: Vice President, Securities & Governance and Secretary

EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

DANAHER CORPORATION

and

VERALTO CORPORATION

Dated as of September 29, 2023

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1	General	2
Section 1.2	References; Interpretation	22
ARTICLE II
THE SEPARATION
Section 2.1	General	23
Section 2.2	Restructuring: Transfer of Assets; Assumption of Liabilities	23
Section 2.3	Treatment of Shared Contracts	25
Section 2.4	Intercompany Accounts, Loans and Agreements	26
Section 2.5	Limitation of Liability; Intercompany Contracts	26
Section 2.6	Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time	27
Section 2.7	Conveyancing and Assumption Instruments	29
Section 2.8	Further Assurances; Ancillary Agreements	30
Section 2.9	Novation of Liabilities; Indemnification	21
Section 2.10	Guarantees; Credit Support Instruments	32
Section 2.11	Disclaimer of Representations and Warranties	34
Section 2.12	Veralto Financing Arrangements	35
Section 2.13	Cash Management; Consideration	36
ARTICLE III
THE DISTRIBUTION AND ACTIONS PENDING THE DISTRIBUTION; OTHER TRANSACTIONS
Section 3.1	Distribution	36
Section 3.2	Fractional Shares	37
Section 3.3	Actions in Connection with the Distribution	37
Section 3.4	Sole Discretion of Danaher	38
Section 3.5	Cooperation Regarding the Distribution	38
Section 3.6	Conditions to Distribution	39
Section 3.7	Organizational Documents	40
Section 3.8	Directors	40
Section 3.9	Officers	40

i

Section 3.10	Resignations and Removals	40
ARTICLE IV
CERTAIN COVENANTS
Section 4.1	Cooperation	41
Section 4.2	Retained Names	41
Section 4.3	No Restriction on Competition	42
Section 4.4	No Hire and No Solicitation of Employees	42
Section 4.5	Corporate Opportunities	43
ARTICLE V
INDEMNIFICATION
Section 5.1	Release of Pre-Distribution Date Claims	43
Section 5.2	Indemnification by Danaher	46
Section 5.3	Indemnification by Veralto	47
Section 5.4	Procedures for Indemnification	47
Section 5.5	Cooperation in Defense and Settlement	50
Section 5.6	Indemnification Payments	51
Section 5.7	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	51
Section 5.8	Contribution	52
Section 5.9	Additional Matters; Survival of Indemnities	52
Section 5.10	Environmental Matters	52
ARTICLE VI
PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE
Section 6.1	Preservation of Corporate Records	53
Section 6.2	Access to Information	54
Section 6.3	Witness Services	56
Section 6.4	Reimbursement; Other Matters	57
Section 6.5	Confidentiality	57
Section 6.6	Privilege Matters	59
Section 6.7	Ownership of Information	61
Section 6.8	Personal Data	61
Section 6.9	Other Agreements	62

ii

ARTICLE VII
DISPUTE RESOLUTION
Section 7.1	Negotiation	62
Section 7.2	Arbitration	62
Section 7.3	Specific Performance	64
Section 7.4	Treatment of Arbitration	64
Section 7.5	Continuity of Service and Performance	64
Section 7.6	Consolidation	64
ARTICLE VIII
INSURANCE
Section 8.1	Insurance Matters	65
Section 8.2	Certain Matters Relating to Danaher’s Organizational Documents	68
Section 8.3	Indemnitor of First Resort	68
ARTICLE IX
MISCELLANEOUS
Section 9.1	Entire Agreement; Construction	69
Section 9.2	Ancillary Agreements	69
Section 9.3	Counterparts	69
Section 9.4	Survival of Agreements	70
Section 9.5	Expenses	70
Section 9.6	Notices	71
Section 9.7	Waivers	71
Section 9.8	Assignment	71
Section 9.9	Successors and Assigns	72
Section 9.10	Termination and Amendment	72
Section 9.11	Payment Terms	72
Section 9.12	Subsidiaries	72
Section 9.13	Third Party Beneficiaries	73
Section 9.14	Title and Headings	73
Section 9.15	Exhibits and Schedules	73
Section 9.16	Governing Law	73
Section 9.17	Severability	73
Section 9.18	Public Announcements	73
Section 9.19	Interpretation	74
Section 9.20	No Duplication; No Double Recovery	74

iii

Section 9.21	Tax Treatment of Payments	74
Section 9.22	No Waiver	74
Section 9.23	No Admission of Liability	74
Section 9.24	Advisors	75
Section 9.25	Plan of Reorganization	75

iv

List of Exhibits
Exhibit A	Employee Matters Agreement
Exhibit B	Tax Matters Agreement
Exhibit C	Transition Services Agreement
Exhibit D	Intellectual Property Matters Agreement
Exhibit E	DBS License Agreement
Exhibit F	Amended and Restated Certificate of Incorporation of Veralto Corporation
Exhibit G	Amended and Restated Bylaws of Veralto Corporation

v

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.

W I T N E S E T H:

WHEREAS, Danaher, acting through its direct and indirect Subsidiaries, currently conducts the Danaher Retained Business and the Veralto Business;

WHEREAS, the Board of Directors of Danaher (the “Danaher Board”) has determined that it is appropriate, desirable and in the best interests of Danaher and its stockholders to separate Danaher into two separate, publicly traded companies, one for each of (i) the Danaher Retained Business, which shall be owned and conducted, directly or indirectly, by Danaher and its Subsidiaries (other than Veralto and its Subsidiaries) and (ii) the Veralto Business, which shall be owned and conducted, directly or indirectly, by Veralto and its Subsidiaries;

WHEREAS, in order to effect such separation, the Danaher Board has determined that it is appropriate, desirable and in the best interests of Danaher and its stockholders for Danaher to undertake the Internal Reorganization and, in connection therewith, effect the Contribution to Veralto and that, in exchange therefor, Veralto shall (i) effect a 2,462,913.42-for-one stock split and distribute 246,291,242 additional shares of Veralto Common Stock to Danaher and (ii) pay Danaher an amount of cash equal to the Veralto Contribution Payment (as defined herein), each as more fully described herein;

WHEREAS, following the completion of the Internal Reorganization, Veralto shall cause the Distribution Agent to distribute, on a pro rata basis, to the Record Holders, in accordance with the Distribution Ratio, all of the issued and outstanding shares of Veralto Common Stock (such distribution, the “Distribution”) on the terms and conditions set forth in this Agreement;

WHEREAS, (i) the Danaher Board has (x) determined that the transactions contemplated by this Agreement and the Ancillary Agreements have a valid business purpose, are in furtherance of and consistent with its business strategy and are in the best interests of Danaher and its stockholders and (y) approved this Agreement and each of the Ancillary Agreements and (ii) the Board of Directors of Veralto (the “Veralto Board”) has approved this Agreement and each of the Ancillary Agreements (to the extent Veralto is a party thereto);

WHEREAS, the Parties desire to set forth the principal corporate transactions required to effect the Contribution, the Internal Reorganization and the Distribution, and certain other agreements relating to the relationship of Danaher and Veralto and their respective Subsidiaries following the Effective Time;

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WHEREAS, it is the intention of the Parties that the Contribution and the Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, this Agreement is intended to be a “plan of reorganization” within the meaning of Treas. Reg. Section 1.368-2(g).

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1    General. As used in this Agreement, the following terms shall have the following meanings:

(1)    “AAA” shall have the meaning set forth in Section 7.2.

(2)    “Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

(3)    “Affiliate” shall mean, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time. For the purposes of this definition, “control”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that, from and after the Effective Time, solely for purposes of this Agreement, (i) no member of the Veralto Group shall be deemed an Affiliate of any member of the Danaher Group and (ii) no member of the Danaher Group shall be deemed an Affiliate of any member of the Veralto Group.

(4)    “Agreement” shall have the meaning set forth in in the Preamble.

(5)    “Ancillary Agreements” shall mean the Transition Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Intellectual Property Matters Agreement, the DBS License Agreement, the lease agreements for the sites set forth in Schedule 1.1(5), any Continuing Arrangements, any and all Conveyancing and Assumption Instruments, and any other agreements to be entered into by and between any member of the

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Danaher Group, on one hand, and any member of the Veralto Group, on the other hand, at, prior to or after the Effective Time in connection with the Distribution.

(6)    “Arbitral Tribunal” shall have the meaning set forth in Section 7.2(a).

(7)    “Asset Transferors” shall mean the entities transferring Assets to Veralto or Danaher, as the case may be, or one of their respective Subsidiaries in order to consummate the transactions contemplated hereby.

(8)    “Assets” shall mean all rights (including Intellectual Property), title and ownership interests in and to all properties, claims, Contracts, businesses, entities or assets (including goodwill and all direct or indirect interests in the capital stock of, or any other equity interests in, any Person), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected on the books and records or financial statements of any Person. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, Taxes (including any Tax items, attributes or rights to receive any Tax Refunds (as defined in the Tax Matters Agreement)) shall not be treated as Assets.

(9)    “Assume” shall have the meaning set forth in Section 2.2(c); and the terms “Assumed” and “Assumption” shall have their correlative meanings.

(10)    “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations thereunder.

(11)    “Business” shall mean the Danaher Retained Business or the Veralto Business, as applicable.

(12)    “Business Day” shall mean any day other than Saturday or Sunday and any other day on which commercial banking institutions located in New York, New York are required, or authorized by Law, to remain closed.

(13)    “Business Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

(14)    “Bylaws” shall have the meaning set forth in Section 3.7.

(15)    “Cash Equivalents” shall mean (i) cash and (ii) checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Entity, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(16)    “Charter” shall have the meaning set forth in Section 3.7.

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(17)    “Code” shall have the meaning set forth in the Recitals.

(18)    “Commission” shall mean the United States Securities and Exchange Commission.

(19)    “Company Policies” shall mean all insurance policies, insurance contracts and claim administration contracts of any kind of any member of the Danaher Group, which are in effect at the Effective Time, except all insurance policies, insurance contracts and claim administration contracts established in contemplation of the Distribution to cover any member of the Veralto Group after the Effective Time.

(20)    “Confidential Information” shall mean all non-public, confidential or proprietary Information to the extent concerning a Party, its Group and/or its Subsidiaries or with respect to Veralto, the Veralto Business, any Veralto Assets or any Veralto Liabilities or with respect to Danaher, the Danaher Retained Business, any Danaher Retained Assets or any Danaher Retained Liabilities, including any such Information that was acquired by any Party after the Effective Time pursuant to Article VI or otherwise in accordance with this Agreement, or that was provided to a Party by a third party in confidence, including (a) any and all technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s product (including product specifications and documentation; engineering, design, and manufacturing drawings, diagrams, and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and/validation studies; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; (b) information, documents and materials relating to the Party’s financial condition, management and other business conditions, prospects, plans, procedures, infrastructure, security, information technology procedures and systems, and other business or operational affairs; (c) pending unpublished patent applications and trade secrets; and (d) any other data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary and/or privileged use by a Party; except for any Information that is (i) in the public domain or known to the public through no fault of the receiving Party or its Subsidiaries, (ii) lawfully acquired after the Effective Time by such Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect to such Information or (iii) independently developed by the receiving Party after the Effective Time without reference to any Confidential Information. As used herein, by example and without limitation, Confidential Information shall mean any information of a Party intended or marked as confidential, proprietary and/or privileged.

(21)    “Consents” shall mean any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any third party to a Contract and any Governmental Entity.

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(22)    “Consideration” shall have the meaning set forth in Section 2.13(b).

(23)    “Continuing Arrangements” shall mean:

(i)    those arrangements set forth on Schedule 1.1(23)(i);

(ii)    this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups);

(iii)    any Contracts or intercompany accounts solely between or among members of the Veralto Group;

(iv)    any Contracts between: (i) a Subsidiary of Danaher that is in the business of selling or buying products or services to or from third parties; and (ii) a member of the Veralto Group, and which Contract is related primarily to the provision or purchase of such products or services and was or is entered into in the ordinary course of business and on arms’-length terms; and

(v)    such other commercial arrangements among the Parties that are intended to survive and continue following the Effective Time; provided that none of the intercompany Contracts set forth on Schedule 1.1(23)(v) shall be deemed to be Continuing Arrangements, it being understood that Schedule 1.1(23)(v) is not intended to be an exclusive list of arrangements that are to be terminated at the Effective Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.

(24)    “Contract” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(25)    “Contribution” shall mean, subject to Section 2.6, the Transfer, directly or indirectly, of all of Danaher’s or its Subsidiaries’ right, title and interest in the Veralto Assets from Danaher or its Subsidiaries to Veralto or its Subsidiaries, and the Assumption of all of the Veralto Liabilities, directly or indirectly, by Veralto or its Subsidiaries, pursuant to the Internal Reorganization or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement.

(26)    “Conveyancing and Assumption Instruments” shall mean, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements, and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by

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this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

(27)    “Credit Support Instruments” shall mean any letters of credit, performance bonds, surety bonds (including, with respect to the surety bonds, letters of credit and performance bonds set forth on Schedule 1.1(27), the allocable portion of the surety bonds, letters of credit and performance bonds as set forth on Schedule 1.1(27)), bankers acceptances, or other similar arrangements.

(28)    “Danaher” shall have the meaning set forth in in the Preamble.

(29)    “Danaher Asset Transferee” shall mean any Business Entity that is or will be a member of the Danaher Group or a Subsidiary of Danaher to which Danaher Retained Assets shall be or have been transferred, directly or indirectly, at or prior to the Effective Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

(30)    “Danaher Board” shall have the meaning set forth in the Recitals.

(31)    “Danaher Common Stock” shall mean the common stock of Danaher, par value $0.01 per share.

(32)    “Danaher CSIs” shall have the meaning set forth in Section 2.10(d).

(33)    “Danaher D&O Indemnitees” shall have the meaning set forth in Section 8.3.

(34)    “Danaher Former Business” shall mean (i) any Former Business (other than the Veralto Business or the Veralto Former Businesses) that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily managed by or associated with the Danaher Retained Business as then conducted and (ii) the Former Businesses set forth on Schedule 1.1(34), whether or not such Former Business would meet the standard set forth in sub-clause (i) of this definition.

(35)    “Danaher Group” shall mean (i) Danaher, the Danaher Retained Business and each Person that is a direct or indirect Subsidiary of Danaher as of immediately following the Effective Time and (ii) each Business Entity that becomes a Subsidiary of Danaher after the Effective Time.

(36)    “Danaher Group Landlord Property” shall mean any real properties owned by the Danaher Group as to which the Veralto Group will enter into a lease or other agreement with a member of the Danaher Group to conduct business operations after the Effective Time. A non-exclusive list of the Danaher Group Landlord Property is set forth on Schedule 1.1(36).

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(37)    “Danaher Indemnitees” shall mean each member of the Danaher Group and each of their respective Affiliates from and after the Effective Time and each member of the Danaher Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Danaher Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Veralto Indemnitees.

(38)    “Danaher Indemnitors” shall have the meaning set forth in Section 8.3.

(39)    “Danaher Personal Data” shall mean Personal Data of the Danaher Group that is used in or by, or otherwise related to, any Danaher Retained Business.

(40)    “Danaher Released Liabilities” shall have the meaning set forth in Section 5.1(a)(i).

(41)    “Danaher Retained Assets” shall mean:

(i)    the Assets listed or described on Schedule 1.1(41) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Danaher or any other member of the Danaher Group, including for the avoidance of doubt all Danaher Retained IP;

(ii)    any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Danaher and/or any of its Subsidiaries, that are not Veralto Assets; and

(iii)    any and all Assets that are acquired or otherwise becomes an Asset of the Danaher Group after the Effective Time.

(42)    “Danaher Retained Business” shall mean (i) those businesses operated by the Danaher Group prior to the Effective Time other than the Veralto Business, (ii) those Business Entities or businesses acquired or established by or for any member of the Danaher Group after the Effective Time, (iii) any Danaher Former Business and (iv) any business listed on Schedule 1.1(42); provided that Danaher Retained Business shall not include any Veralto Former Business or Veralto Former Real Property.

(43)    “Danaher Retained IP” shall mean (i) all Intellectual Property of the Danaher Group or the Veralto Group other than Veralto Intellectual Property, (ii) any Intellectual Property licensed to Veralto pursuant to the Ancillary Agreements, including DBS, and (iii) the Danaher Retained Names.

(44)    “Danaher Retained Liabilities” shall mean:

(i)    any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Danaher or any other member of the Danaher Group, and all agreements, obligations and

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other Liabilities of Danaher or any other member of the Danaher Group under this Agreement or any of the Ancillary Agreements;

(ii)    any and all Liabilities of a member of the Danaher Group to the extent relating to, arising out of or resulting from any Danaher Retained Assets (other than Liabilities arising under any Shared Contracts to the extent such Liabilities relate to the Veralto Business);

(iii)    the Liabilities listed on Schedule 1.1(44); and

(iv)    any and all Liabilities of Danaher and each of its Subsidiaries that are not Veralto Liabilities.

Notwithstanding the foregoing, the Danaher Retained Liabilities shall not include any Liabilities for Taxes that are governed by the Tax Matters Agreement.

(45)    “Danaher Retained Names” shall mean the names and marks set forth in Schedule 1.1(45), and any Trademarks containing or comprising any of such names or marks, and any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing any of the foregoing names or marks.

(46)    “Data Controller” shall have the meaning of the term “controller” set forth in the GDPR.

(47)    “Data Protection Laws” shall mean any and all Laws concerning the privacy, protection and security of personal information Laws throughout the world, including the GDPR and any national law supplementing the GDPR (such as, in the United Kingdom, the Data Protection Act 2018), and any regulations, or regulatory requirements, guidance and codes of practice applicable to the Processing of Personal Data (as amended and/or replaced from time to time).

(48)    “DBS” shall mean the Danaher Business System in existence as of the Effective Time, which is a set of proprietary tools, processes, methodologies, practices, related training materials, and related Know-How that are designed to continuously improve business management and performance in the areas of quality, delivery, cost, growth and innovation.

(49)    “DBS License Agreement” shall mean the DBS License Agreement by and between Danaher Business System IP Holdings LLC and Veralto, in the form attached hereto as Exhibit E.

(50)    “Decision on Interim Relief” shall have the meaning set forth in Section 7.2(d).

(51)    “Deferred Assets” shall have the meaning set forth in Section 2.6(a).

(52)    “Deferred Liabilities” shall have the meaning set forth in Section 2.6(a)

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(53)    “Dispute Notice” shall have the meaning set forth in Section 7.1.

(54)    “Disputes” shall have the meaning set forth in Section 7.1.

(55)    “Distribution” shall have the meaning set forth in the Recitals.

(56)    “Distribution Agent” shall mean Computershare Trust Company, N.A.

(57)    “Distribution Date” shall mean the date, as shall be determined by the Danaher Board (or a duly authorized committee thereof), on which the Distribution occurs.

(58)    “Distribution Disclosure Documents” shall mean the Form 10 and all exhibits thereto (including the Information Statement), any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under Veralto’s employee benefit plans, in each case as filed or furnished by Veralto with or to the Commission in connection with the Distribution or filed or furnished by Danaher with or to the Commission solely to the extent such documents relate to Veralto or the Distribution.

(59)    “Distribution Ratio” shall mean one (1) share of Veralto Common Stock for every three (3) shares of Danaher Common Stock.

(60)    “D&O Indemnified Parties” shall have the meaning set forth in Section 8.2.

(61)    “Effective Time” shall mean 12:01 a.m., New York time, on the Distribution Date.

(62)    “Emergency Arbitrator” shall have the meaning set forth in Section 7.2(d).

(63)    “Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Danaher and Veralto, in the form attached hereto as Exhibit A.

(64)    “Environmental Laws” shall mean all Laws relating to pollution or protection of human health or safety or the environment, including Laws relating to the exposure to, or Release, threatened Release or the presence of Hazardous Substances, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances and all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

(65)    “Environmental Liabilities” shall mean Liabilities relating to Environmental Law or the Release or threatened Release of or exposure to Hazardous Substances, including, without limitation, the following: (i) actual or alleged violations of or non-compliance with any Environmental Law, including a failure to obtain, maintain or comply with any Environmental Permits; (ii) obligations arising under or pursuant to any applicable Environmental Law or Environmental Permit; (iii) the presence of Hazardous Substances or the introduction of Hazardous Substances to the environment at, in, on, under or migrating from any

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of the building, facility, structure or real property, including Liabilities relating to, resulting from or arising out of the investigation, remediation, or monitoring of such Hazardous Substances; (iv) natural resource damages, property damages, personal or bodily injury or wrongful death relating to the presence of or exposure to Hazardous Substances (including asbestos-containing materials), at, in, on, under or migrating to or from any building, facility, structure or real property; (v) the transport, disposal, recycling, reclamation, treatment or storage, Release or threatened Release of Hazardous Substances at Off-Site Locations; and (vi) any agreement, decree, judgment, or order relating to the foregoing. The term “Environmental Liabilities” does not include Liabilities arising in connection with claims for injuries to persons or property from products sold by or services provided by the Veralto Group, the Danaher Group or their predecessors, including claims related to exposure to asbestos with respect to such products or services.

(66)    “Environmental Permit” shall mean any permit, license, approval or other authorization under any applicable Law or of any Governmental Entity relating to Environmental Laws or Hazardous Substances.

(67)    “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(68)    “Excluded Environmental Liabilities” shall mean any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Danaher Retained Business.

(69)    “Final Determination” shall have the meaning set forth in the Tax Matters Agreement.

(70)    “Form 10” shall mean the registration statement on Form 10 (File No. 001-41770) filed by Veralto with the Commission under the Exchange Act in connection with the Distribution, including any amendment or supplement thereto.

(71)    “Former Business” shall mean any corporation, partnership, entity, division, business unit or business (in each case, including any assets and liabilities comprising the same) that has been sold, conveyed, assigned, transferred, spun-off, split-off or otherwise disposed of or divested (in whole or in part) to a Person or Persons that is not a member of the Veralto Group or the Danaher Group or the operations, activities or production of which has been discontinued, abandoned, completed or otherwise terminated (in whole or in part), in each case, prior to the Effective Time.

(72)    “GDPR” shall mean the General Data Protection Regulation (EU) 2016/679.

(73)    “Governmental Approvals” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents, approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.

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(74)    “Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

(75)    “Governmental Filing” shall have the meaning set forth in Section 5.5(c).

(76)    “Group” shall mean (i) with respect to Danaher, the Danaher Group and (ii) with respect to Veralto, the Veralto Group.

(77)    “Hazardous Substances” shall mean (a) any substances defined, listed, classified or regulated as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants,” “wastes,” “radioactive materials,” “petroleum,” “oils” or designations of similar import under any Environmental Law, or (b) any other chemical, material or substance that is regulated or for which liability can be imposed under any Environmental Law.

(78)    “Indebtedness” shall mean, with respect to any Person, (i) the principal amount, prepayment and redemption premiums and penalties (if any), unpaid fees and other monetary obligations in respect of any indebtedness for borrowed money, whether short term or long term, and all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments, (ii) any indebtedness arising under any capital leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term, (iii) all liabilities secured by any Security Interest on any assets of such Person, (iv) all liabilities under any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements, (v) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates, (vi) all interest bearing indebtedness for the deferred purchase price of property or services, (vii) all liabilities under any Credit Support Instruments, (viii) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vii), and (ix) without duplication, all guarantees of indebtedness referred to in the foregoing clauses (i) through (viii).

(79)    “Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

(80)    “Indemnifying Party” shall have the meaning set forth in Section 5.4(a).

(81)    “Indemnitee” shall have the meaning set forth in Section 5.4(a).

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(82)    “Indemnity Payment” shall have the meaning set forth in Section 5.7(a).

(83)    “Information” shall mean information, content and data (including Personal Data) in written, oral, electronic, computerized, digital or other tangible or intangible media, including (i) books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and information (including prospects), technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s or its Group’s products or facilities (including product or facility specifications and documentation; engineering, design and manufacturing drawings, diagrams, layouts, maps and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and/validation studies; process control and/or shop-floor control strategy, logic or algorithms; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; communications, correspondence, materials, product literature, artwork, files, documents; and (ii) financial and business information, including earnings reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys, credit-related information, and other such information as may be needed for reasonable compliance with reporting, disclosure, filing or other requirements, including under applicable securities laws or regulations of securities exchanges.

(84)    “Information Statement” shall mean the Information Statement attached as Exhibit 99.1 to the Form 10, to be distributed to the holders of shares of Danaher Common Stock in connection with the Distribution, including any amendment or supplement thereto.

(85)    “Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier (excluding any captive insurance maintained by Danaher or its Subsidiaries) or (ii) paid by an insurance carrier (excluding any captive insurance maintained by Danaher or its Subsidiaries) on behalf of an insured, in either case net of any applicable deductible or retention.

(86)    “Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

(87)    “Intellectual Property” shall mean all U.S. and foreign: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, names, corporate names, trade names, Internet domain names, social media accounts and addresses and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations,

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continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively, “Patents”); (iii) copyrights and copyrightable subject matter, excluding Know-How (collectively, “Copyrights”); (iv) trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, excluding Patents (collectively, “Know-How”); (v) all applications and registrations for any of the foregoing; and (vi) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of any of the foregoing.

(88)    “Intellectual Property Matters Agreement” shall mean the Intellectual Property Matters Agreement by and between Danaher and Veralto, in the form attached hereto as Exhibit D.

(89)    “Interim Relief” shall have the meaning set forth in Section 7.2(d).

(90)    “Internal Reorganization” shall mean the allocation and transfer or assignment of Assets and Liabilities (including entities holding Assets and/or Liabilities), including by means of the Conveyancing and Assumption Instruments, resulting in (i) the Veralto Group owning and operating the Veralto Business, and (ii) the Danaher Group continuing to own and operate the Danaher Retained Business, as described in the plan of reorganization provided to Veralto by Danaher prior to the date hereof, as updated from time to time by Danaher at its sole discretion prior to the Effective Time (the “Separation Plan”).

(91)    “IT Assets” shall mean all software, computer systems, telecommunications equipment, databases, Internet Protocol addresses, data rights and documentation, reference, resource and training materials relating thereto, and all Contracts (including Contract rights) relating to any of the foregoing (including software license agreements, source code escrow agreements, support and maintenance agreements, electronic database access contracts, domain name registration agreements, website hosting agreements, software or website development agreements, outsourcing agreements, service provider agreements, interconnection agreements, governmental permits, radio licenses and telecommunications agreements).

(92)    “Law” shall mean any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.

(93)    “Liabilities” shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law (including Environmental Law), Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters

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Agreement and, therefore, Taxes shall not be treated as Liabilities governed by this Agreement other than for purposes of indemnification related to the Distribution Disclosure Documents.

(94)    “Liable Party” shall have the meaning set forth in Section 2.9(b).

(95)    “Negotiation Period” shall have the meaning set forth in Section 7.1.

(96)    “NYSE” means New York Stock Exchange.

(97)    “Off-Site Location” shall mean any third party location that is not now nor has ever been owned, leased or operated by the Danaher Group or the Veralto Group or any of their respective predecessors. “Off-Site Location” does not include any property that is adjacent to or neighboring any property formerly, currently or in the future owned, leased or operated by the Danaher Group, the Veralto Group, or their respective predecessors that has been impacted by Hazardous Substances released from such properties.

(98)    “Other Party” shall have the meaning set forth in Section 2.9(a).

(99)    “Party” and “Parties” shall have the meanings set forth in the Preamble.

(100)    “Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

(101)    “Personal Data” shall have the meaning set forth in the GDPR.

(102)    “Policies” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including primary, excess and umbrella policies, commercial general liability policies, fiduciary liability, directors and officers liability, automobile, property and casualty, workers’ compensation and employee dishonesty insurance policies and bonds, together with the rights, benefits and privileges thereunder.

(103)    “Prime Rate” shall mean the rate last quoted as of the time of determination by The Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate as of such time, or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Danaher) or any similar release by the Federal Reserve Board (as determined by Danaher).

(104)    “Privilege” shall have the meaning set forth in Section 6.6(a).

(105)    “Privileged Information” shall have the meaning set forth in Section 6.6(a).

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(106)    “Processing” (and its cognates) shall have the meaning set forth in the GDPR.

(107)    “Record Date” shall mean the date determined by the Danaher Board as the record date for determining the holders of Danaher Common Stock entitled to receive Veralto Common Stock in the Distribution.

(108)    “Record Holders” shall mean holders of Danaher Common Stock on the Record Date.

(109)    “Release” shall mean any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.

(110)    “Released Insurance Matters” shall have the meaning set forth in Section 8.1(k).

(111)    “Rules” shall have the meaning set forth in Section 7.2.

(112)    “Securities Act” shall mean the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

(113)    “Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(114)    “Shared Contract” shall have the meaning set forth in Section 2.3(a).

(115)    “Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity. It is expressly agreed that, from and after the Effective Time, solely for purposes of this Agreement, neither Veralto nor any other member of the Veralto Group shall be deemed a Subsidiary of Danaher or any other member of the Danaher Group.

(116)    “Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement.

(117)    “Tax Contest” shall have the meaning as set forth in the Tax Matters Agreement.

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(118)    “Tax Matters Agreement” shall mean the Tax Matters Agreement by and between Danaher and Veralto, in the form attached hereto as Exhibit B.

(119)    “Tax Records” shall have the meaning set forth in the Tax Matters Agreement.

(120)    “Tax Returns” shall have the meaning set forth in the Tax Matters Agreement.

(121)    “Taxing Authority” shall have the meaning set forth in the Tax Matters Agreement.

(122)    “Third Party Agreements” shall mean any agreements, arrangements, commitments or understandings between or among a Party (or any other member of its Group) and any other Persons (other than either Party or any other member of its respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Veralto Assets or Veralto Liabilities, or Danaher Retained Assets or Danaher Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

(123)    “Third Party Claim” shall have the meaning set forth in Section 5.4(b).

(124)    “Third Party Proceeds” shall have the meaning set forth in Section 5.7(a).

(125)    “Transaction-related Expenses” shall have the meaning set forth in Section 9.5(a).

(126)    “Transfer” shall have the meaning set forth in Section 2.2(b)(i); and the term “Transferred” shall have its correlative meaning.

(127)    “Transition Services Agreement” shall mean the Transition Services Agreements by and between Danaher and Veralto, in the form attached hereto as Exhibit C.

(128)    “Veralto” shall have the meaning set forth in the Preamble.

(129)    “Veralto Asset Transferee” shall mean any Business Entity that is or will be a member of the Veralto Group or a Subsidiary of Veralto to which Veralto Assets shall be or have been transferred, directly or indirectly, at or prior to the Effective Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

(130)    “Veralto Assets” shall mean, without duplication:

(i)    all interests in the capital stock of, or any other equity interests in, the members of the Veralto Group (other than Veralto) held, directly or indirectly, by Danaher immediately prior to the Effective Time;

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(ii)    the equity interests in the entities set forth on Schedule 1.1(130)(ii) held, directly or indirectly, by Danaher immediately prior to the Effective Time;

(iii)    the Assets set forth on Schedule 1.1(130)(iii) (which for the avoidance of doubt is not a comprehensive listing of all Veralto Assets and is not intended to limit other clauses of this definition of “Veralto Assets”);

(iv)    any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to or retained by any member of the Veralto Group;

(v)    (A) any and all Assets (other than Cash Equivalents, which shall be governed solely by Section 2.13, and Assets listed on Schedule 1.1(130)(v)) reflected on the Veralto Balance Sheet or the accounting records supporting such balance sheet and (B) any Assets acquired by or for Veralto or any other member of the Veralto Group subsequent to the date of the Veralto Balance Sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on the Veralto Balance Sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of the Veralto Balance Sheet, in each case of clauses (A) and (B), to the extent primarily related to the Veralto Business;

(vi)    all rights, title and interest in and to the owned real property set forth on Schedule 1.1(130)(vi) and other real property primarily related to the Veralto Business, including all land and land improvements, structures, buildings and building improvements, other improvements and appurtenances located thereon (the “Veralto Owned Real Property”);

(vii)    all rights, title and interest in, and to and under the leases or subleases of the real property set forth on Schedule 1.1(130)(vii) and other leases primarily related to Veralto Business, including, to the extent provided for in the Veralto leases, any land and land improvements, structures, buildings and building improvements, other improvements and appurtenances (the “Veralto Leased Real Property”);

(viii)    all Contracts primarily related to the Veralto Business and any rights or claims arising thereunder, including any Contracts set forth on Schedule 1.1(130)(viii) (the “Veralto Contracts”);

(ix)    all Intellectual Property exclusively related to the Veralto Business, including the Intellectual Property applications and registrations set forth on Schedule 1.1(130)(ix) (the “Veralto Intellectual Property”), subject to the Intellectual Property Matters Agreement;

(x)    all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity and are held by a member of the Veralto Group, or to the extent transferable, relate primarily to or are used primarily in

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the Veralto Business (other than to the extent that any member of the Danaher Group benefits from such licenses, permits, registrations, approvals and authorizations in connection with the Danaher Retained Business);

(xi)    all Information exclusively related to, or exclusively used in, the Veralto Business;

(xii)    excluding any Intellectual Property (which is addressed in Section 1.1(130)(ix) above), all IT Assets that are primarily used or primarily held for use in the Veralto Business, including the IT Assets listed on Schedule 1.1(130)(xii);

(xiii)    all office equipment and furnishings located at the physical site of which the ownership or a leasehold or sub leasehold interest is being transferred to or retained by a member of the Veralto Group, and which as of the Effective Time is not subject to a lease or sublease back to a member of the Danaher Group (excluding any office equipment and furnishings owned by persons other than Danaher and its Subsidiaries);

(xiv)    subject to Article VIII, any rights of any member of the Veralto Group under any insurance policies held solely by one or more members of the Veralto Group and which provide coverage solely to one or more members of the Veralto Group (excluding any insurance policies issued by any captive insurance company of the Danaher Group); and

(xv)    all other Assets (other than any Intellectual Property, Veralto Owned Real Property, Veralto Group Landlord Property, Veralto Leased Real Property, or Assets that are of the type that would be listed in clauses (vi), (vii) and (ix) through (xiv)) that are held by the Veralto Group or the Danaher Group immediately prior to the Effective Time and that are primarily used and primarily held for use in the Veralto Business as conducted immediately prior to the Effective Time (the intention of this clause (xv) is only to rectify an inadvertent omission of transfer or assignment of any Asset that, had the Parties given specific consideration to such Asset as of the date of this Agreement, would have otherwise been classified as an Veralto Asset based on the principles of this Section 1.1(130)); provided that no Asset shall be an Veralto Asset solely as a result of this clause (xv) unless a written claim with respect thereto is made by Veralto on or prior to the date that is eighteen (18) months after the Effective Time.

Notwithstanding anything to the contrary herein, the Veralto Assets shall not include (i) any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Danaher Group (including all Danaher Retained Assets), (ii) any Assets governed by the Tax Matters Agreement or (iii) any Assets that are expressly listed on Schedule 1.1(41).

(131)    “Veralto Balance Sheet” shall mean Veralto’s unaudited pro forma combined condensed balance sheet, including the notes thereto, as of June 30, 2023, as included in the Distribution Disclosure Documents.

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(132)    “Veralto Board” shall have the meaning set forth in the Recitals.

(133)    “Veralto Business” shall mean (i) the businesses comprising of Danaher’s Environmental & Applied Solutions segment, including the businesses and operations conducted prior to the Effective Time by any member of the Veralto Group and any other businesses or operations conducted primarily through the use of the Veralto Assets, as such businesses are described in the Distribution Disclosure Documents, or established by or for Veralto or any of its Subsidiaries after the Effective Time, (ii) the Veralto Former Businesses and (iii) the businesses listed on Schedule 1.1(133); provided that the Veralto Business shall not include any Danaher Former Business.

(134)    “Veralto Common Stock” shall mean the common stock of Veralto, par value $0.01 per share.

(135)    “Veralto Contribution Payment” shall have the meaning set forth in Section 2.13(b).

(136)    “Veralto Disclosure” shall mean (i) any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the Commission, including in connection with Veralto’s obligations under the Securities Act and the Exchange Act, any other Governmental Entity, or holders of any securities of any member of the Veralto Group, in each case, on or after the Distribution Date by or on behalf of any member of the Veralto Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations) and (ii) any Veralto Financing Documents.

(137)    “Veralto Environmental Liabilities” shall mean any and all Environmental Liabilities, whether arising before, at or after the Effective Time, to the extent relating to or resulting from or arising out of (i) the past, present or future operation, conduct or actions of the Veralto Group, Veralto Business or the past, present or future use of the Veralto Assets or (ii) the Veralto Former Businesses or Veralto Former Real Property, including, without limitation, any agreement, decree, judgment, or order relating to the foregoing entered into by Danaher or any Affiliate of Danaher prior to the Effective Time, but in any event excluding the Excluded Environmental Liabilities.

(138)    “Veralto Financing Arrangements” shall mean the financing arrangements described on Schedule 1.1(138).

(139)    “Veralto Financing Documents” shall mean any documents relating to any debt issuance of Veralto on or prior to the Distribution Date or otherwise relating to the Veralto Financing Arrangements, including any offering memorandum, confidential information memorandum, lender presentation, credit agreement or other bank financing arrangement, exchange agreement, purchase agreement, indenture or notes (including, in each case, the representations, warranties and covenants contained therein), and any other agreements or arrangements entered into in connection with the foregoing.

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(140)    “Veralto Former Businesses” shall mean (i) any Former Business that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was (a) primarily managed by or associated with the Veralto Business as then conducted or (b) part of a business the majority of which as of the Distribution Date is or was transferred to Veralto and (ii) the Former Businesses set forth on Schedule 1.1(140), whether or not such Former Business would meet the standard set forth in sub-clause (i) of this definition.

(141)    “Veralto Former Real Property” shall mean any real property that at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily owned, leased or operated in connection with the Veralto Business or any of the Veralto Former Businesses.

(142)    “Veralto Group” shall mean Veralto and each Person that is a direct or indirect Subsidiary of Veralto as of the Effective Time (but after giving effect to the Internal Reorganization), and each Person that becomes a Subsidiary of Veralto after the Effective Time.

(143)    “Veralto Group Landlord Property” shall mean the Veralto Owned Real Property as to which the Danaher Group will enter into a lease or other agreement to conduct business operations after the Effective Time. A non-exclusive list of the Veralto Group Landlord Property is set forth on Schedule 1.1(143).

(144)    “Veralto Indemnitees” shall mean each member of the Veralto Group and each of their respective Affiliates from and after the Effective Time and each member of the Veralto Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Veralto Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Danaher Indemnitees.

(145)    “Veralto Liabilities” shall mean:

(i)    any and all Liabilities to the extent relating to, arising out of or resulting from (a) the operation or conduct of the Veralto Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Veralto Group and any and all Liability relating to, arising out of or resulting from any unclaimed property); (b) the operation or conduct of any business conducted by any member of the Veralto Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Veralto Group and any and all Liability relating to, arising out of or resulting from any unclaimed property); or (c) any Veralto Asset, whether arising before, at or after the Effective Time (including any

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Liability relating to, arising out of or resulting from Veralto Contracts, Shared Contracts (to the extent such Liability relates to the Veralto Business) and any real property and leasehold interests):

(ii)    the Liabilities set forth on Schedule 1.1(145)(ii) and any and all other Liabilities that are expressly provided by this Agreement or any of the Ancillary Agreements as Liabilities to be assumed by Veralto or any other member of the Veralto Group, and all agreements, obligations and Liabilities of Veralto or any other member of the Veralto Group under this Agreement or any of the Ancillary Agreements;

(iii)    any and all Liabilities reflected on the Veralto Balance Sheet (other than those in Schedule 1.1(145)(iii)) or the accounting records supporting such balance sheet and any Liabilities incurred by or for Veralto or any other member of the Veralto Group subsequent to the date of the Veralto Balance Sheet which, had they been so incurred on or before such date, would have been reflected on the Veralto Balance Sheet if prepared on a consistent basis, subject to any discharge of any of such Liabilities subsequent to the date of the Veralto Balance Sheet;

(iv)    any and all Liabilities to the extent relating to, arising out of, or resulting from, whether prior to, at or after the Effective Time, any infringement, misappropriation or other violation of any Intellectual Property of any other Person related to the conduct of the Veralto Business;

(v)    any and all Veralto Environmental Liabilities;

(vi)    any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from (A) the Distribution Disclosure Documents or (B) any Veralto Disclosure;

(vii)    for the avoidance of doubt, and without limiting any other matters that may constitute Veralto Liabilities, any and all Liabilities relating to, arising out of or resulting from any Action primarily related to the Veralto Business, including all Actions listed on Schedule 1.1(145)(vii);

(viii)    any and all product liability claims or other claims of third parties, including any and all product liabilities, whether such product liabilities are known or unknown, contingent or accrued, relating to loss of life or injury to persons due to exposure to asbestos prior to, at or after the Effective Time, primarily relating to, arising out of or resulting from any product developed, designed, manufactured, marketed, distributed, leased or sold by the Veralto Business;

(ix)    any and all Liabilities relating to, arising out of or resulting from any Indebtedness of any member of the Veralto Group or any Indebtedness secured exclusively by any of the Veralto Assets; and

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(x)    any and all other Liabilities that are held by the Veralto Group or the Danaher Group immediately prior to the Effective Time that were inadvertently omitted or assigned that, had the parties given specific consideration to such Liability as of the date of this Agreement, would have otherwise been classified as an Veralto Liability based on the principles set forth in this Section 1.1(145); provided, that no Liability shall be an Veralto Liability solely as a result of this clause (x) unless a claim with respect thereto is made by Danaher on or prior to the date that is eighteen (18) months after the Effective Time.

Notwithstanding the foregoing, the Veralto Liabilities shall not include any Liabilities that are (and only to the extent that they are) (A) expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the Danaher Group, (B) expressly discharged pursuant to Section 2.4(c) of this Agreement or (C) Danaher Retained Liabilities.

(146)    “Veralto Personal Data” shall mean Personal Data of the Veralto Group that is used in or by, or otherwise related to, any Veralto Business.

(147)    “Veralto Released Liabilities” shall have the meaning set forth in Section 5.1(a)(ii).

Section 1.2    References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The word “or” shall have the inclusive meaning represented by the phrase “and/or.” Any reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. Any reference to any Law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Danaher” shall also be deemed to refer to the applicable member of the Danaher Group, references to “Veralto” shall also be deemed to refer to the applicable member of the Veralto Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Danaher or Veralto shall be deemed to require Danaher or Veralto, as the case may be, to cause the applicable members of the Danaher Group or the Veralto Group, respectively, to take, or

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refrain from taking, any such action. Unless otherwise expressly provided herein, whenever Danaher’s consent is required under this Agreement, such consent may be withheld, delayed or conditioned by Danaher in its sole and absolute discretion, and whenever any action hereunder is at Danaher’s discretion, such action shall be at Danaher’s sole and absolute discretion. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

ARTICLE II

THE SEPARATION

Section 2.1    General. Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, including the completion of the Internal Reorganization, a portion of which may have already been implemented prior to the date hereof.

Section 2.2    Restructuring: Transfer of Assets; Assumption of Liabilities.

(a)    Internal Reorganization. At or prior to the Effective Time, except for Transfers contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, the Parties shall complete the Internal Reorganization, including by taking the actions referred to in Sections 2.2(b) and 2.2(c) below.

(b)    Transfer of Assets. At or prior to the Effective Time (it being understood that some of such Transfers may occur following the Effective Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyancing and Assumption Instruments and in connection with the Contribution:

(i)    Veralto and Danaher shall, and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”): (A) to the respective Danaher Asset Transferees, and such Danaher Asset Transferees shall accept from such applicable Asset Transferors, all of such applicable Asset Transferors’ direct or indirect right, title and interest in and to the applicable Danaher Retained Assets, including all of the outstanding shares of capital stock or other ownership interests that are included in the Danaher Retained Assets; and (B) to Veralto and/or the respective Veralto Asset Transferees, and Veralto and/or such Veralto Asset Transferees shall accept from such applicable Asset Transferors, all of such applicable Asset Transferors’ direct or indirect right, title and interest in and to the applicable Veralto Assets, including all of the outstanding shares of capital stock or other ownership interests that are included in the Veralto Assets.

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(ii)    Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth in Section 9.5(b) and (c). Other than costs and expenses incurred in accordance with the foregoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6).

(c)    Assumption of Liabilities. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, in connection with the Internal Reorganization and the Contribution or, if applicable, from and after the Effective Time, in each case pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, (i) Danaher shall, or shall cause a member of the Danaher Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Danaher Retained Liabilities, and (ii) Veralto shall, or shall cause a member of the Veralto Group to, Assume all of the Veralto Liabilities, in each case, regardless of (A) when or where such Liabilities arose or arise, (B) whether the facts upon which they are based occurred prior to, at or subsequent to the Effective Time, (C) whether accruals for such Liabilities have been transferred to Veralto or included on a combined balance sheet of the Veralto Business or whether any such accruals are sufficient to cover such Liabilities, (D) where or against whom such Liabilities are asserted or determined, (E) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Danaher Group or the Veralto Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates, (F) which entity is named in any Action associated with any Liability, or (G) any benefits, or lack thereof, that have been or may be obtained by the Danaher Group or the Veralto Group in respect of such Liabilities.

(d)    Consents. The Parties shall use their commercially reasonable efforts to obtain the Consents required to Transfer any Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement. Notwithstanding anything herein to the contrary, no Contract or other Asset shall be transferred if it would violate applicable Law or, in the case of any Contract, the rights of any third party to such Contract; provided that Section 2.6, to the extent provided therein, shall apply thereto.

(e)    It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have occurred prior to the date hereof and, as a result, no additional Transfers or Assumptions by any member of the Danaher Group or the Veralto Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto. Moreover, to the extent that any member of the Danaher Group or the Veralto Group, as applicable, is liable for any Danaher Retained Liability or Veralto Liability, respectively, by operation of law immediately following any Transfer in accordance with this Agreement or any Conveyancing and Assumption Instruments, there shall

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be no need for any other member of the Danaher Group or the Veralto Group, as applicable, to Assume such Liability in connection with the operation of Section 2.2(c) and, accordingly, no other member of such Group shall Assume such Liability in connection with Section 2.2(c).

Section 2.3    Treatment of Shared Contracts. Without limiting the generality of the obligations set forth in Sections 2.2(a) and (b):

(a)    Unless the Parties otherwise agree or the benefits of any Contract described in this Section 2.3 are expressly conveyed to the applicable Party pursuant to an Ancillary Agreement, any Contract that is listed on Schedule 2.3(a) (a “Shared Contract”) shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, at or after the Effective Time, so that each Party or the members of their respective Groups as of the Effective Time shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses; provided, however, that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled, subject to Section 2.2(d)), and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, cannot be amended or has not for any other reason been assigned or amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, (A) at the reasonable request of the Party (or the member of such Party’s Group) to which the benefit of such Shared Contract inures in part, the Party for which such Shared Contract is, as applicable, a Danaher Retained Asset or Veralto Asset shall, and shall cause each of its respective Subsidiaries to, for a period ending not later than six (6) months after the Distribution Date (unless the term of a Shared Contract (excluding any extensions thereof) ends at a later date, in which case for a period ending on such date), take such other reasonable and permissible actions to cause such member of the Veralto Group or the Danaher Group, as the case may be, to receive the benefit of that portion of each Shared Contract that relates to the Veralto Business or the Danaher Retained Business, as the case may be (in each case, to the extent so related) as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.3 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.3; provided that the Party for which such Shared Contract is a Danaher Retained Asset or an Veralto Asset, as applicable, shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be, and (B) the Party to which the benefit of such Shared Contract inures in part shall use commercially reasonable efforts to enter into a separate contract pursuant to which it procures such rights and obligations as are necessary such that it no longer needs to avail itself of the arrangements provided pursuant to this Section 2.3(a); provided that, the Party for which such Shared Contract is, as applicable, a Danaher Retained Asset or Veralto Asset, and such Party’s applicable Subsidiaries shall not be liable for any actions or omissions taken in accordance with clause (y) of this Section 2.3(a).

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(b)    Unless otherwise determined by Danaher in its sole discretion, each of Danaher and Veralto shall, and shall cause the other members of its Group to, (A) treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, and/or Liabilities of, as applicable, such Party as of the Effective Time and (B) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or good faith resolution of a Tax Contest).

Section 2.4    Intercompany Accounts, Loans and Agreements.

(a)    Except as set forth in Section 5.1(b), all intercompany receivables and payables (other than (x) intercompany loans (which shall be governed by Section 2.4(c)), (y) receivables or payables otherwise specifically provided for on Schedule 2.4(a), and (z) payables created or required by this Agreement, any Ancillary Agreement or any Continuing Arrangements) and intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts or any cash held in any centralized cash management system between any member of the Danaher Group, on the one hand, and any member of the Veralto Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Effective Time, shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation or if such terms and conditions are not set forth in writing, such obligation shall be satisfied within thirty (30) days of a written request by the beneficiary of such obligation given to the corresponding obligor thereunder, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third party and shall no longer be an intercompany account.

(b)    As between the Parties (and the members of their respective Group) all payments and reimbursements received after the Effective Time by one Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the Party entitled thereto the amount of such payment or reimbursement without right of set-off.

(c)    Except as set forth on Schedule 2.4(c), each of Danaher or any other member of the Danaher Group, on the one hand, and Veralto or any other member of the Veralto Group, on the other hand, will settle with the other Party, as the case may be, all intercompany loans, including any promissory notes, owned or owed by the other Party on or prior to the Distribution Date, except as otherwise agreed to in good faith by the Parties in writing on or after the date hereof, it being understood and agreed by the Parties that all guarantees and Credit Support Instruments shall be governed by Section 2.10.

Section 2.5    Limitation of Liability; Intercompany Contracts. No Party nor any Subsidiary thereof shall be liable to the other Party or any Subsidiary of the other Party based

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upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and the other Party existing at or prior to the Effective Time (other than as set forth on Schedule 2.5, pursuant to this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 2.4 or Section 5.1(b) or pursuant to any other Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby) and each Party hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it and the other Party effective as of the Effective Time (other than as set forth on Schedule 2.5, this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 2.4 or Section 5.1(b) or pursuant to any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby), provided, however, that with respect to any Contract, arrangement, course of dealing or understanding between or among the Parties or any Subsidiaries thereof discovered after the Effective Time, the Parties agree that such Contract, arrangement, course of dealing or understanding shall nonetheless be deemed terminated as of the Effective Time with the only liability of the Parties in respect thereof to be the obligations incurred between the Parties pursuant to such Contract, arrangement, course of dealing or understanding between the Effective Time and the time of discovery or later termination of any such Contract, arrangement, course of dealing or understanding.

Section 2.6    Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.

(a)    To the extent that any Transfers of any Assets (including the capital stock or other equity interest of any members of the Veralto Group and/or the Danaher Group) or Assumptions of any Liabilities contemplated by this Article II shall not have been consummated at or prior to the Effective Time (such Assets subject to such delayed Transfer, the “Deferred Assets” and such Liabilities subject to such delayed Assumptions, the “Deferred Liabilities”), the Parties shall, except as set forth on Schedule 2.6(a), use commercially reasonable efforts to effect such Transfers or Assumptions as promptly as practicable following the Effective Time. Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred or Assumed; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II to the fullest extent permitted by applicable Law. In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated by the Effective Time, from and after the Effective Time, except as set forth on Schedule 2.6(a), (i) the Party (or relevant member in its Group) retaining such Deferred Assets shall thereafter, insofar as reasonably possible and to the extent permitted by applicable Law, hold (or shall cause such member in its Group to hold) such Deferred Assets in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto), and (ii) the Party intended to Assume such Deferred Liabilities shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Deferred Liabilities for all amounts paid or incurred in

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connection with the retention of such Deferred Liabilities. To the extent the foregoing applies to any Contracts (other than Shared Contracts, which shall be governed solely by Section 2.3) to be assigned for which any necessary Consents or Governmental Approvals are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance of doubt, be subject to Section 2.8 and Section 2.9, to the extent applicable. In addition, the Party retaining such Deferred Assets or Deferred Liabilities (or relevant member of its Group) shall (or shall cause such member in its Group to) treat or operate, insofar as reasonably possible and to the extent permitted by applicable Law, such Deferred Assets or Deferred Liabilities in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Deferred Assets are to be Transferred or by the Party which is to Assume such Deferred Liabilities, in order to place such Party, insofar as reasonably possible and to the extent permitted by applicable Law, in the same position as if such Deferred Assets or Deferred Liabilities had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Deferred Assets or Deferred Liabilities, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Deferred Assets or Deferred Liabilities, are to inure from and after the Effective Time to the relevant member or members of the Danaher Group or the Veralto Group entitled to the receipt of such Deferred Assets or required to Assume such Deferred Liabilities. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, except as set forth on Schedule 2.6(a) and subject to Section 2.2(c) and Section 2.9(b), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Deferred Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Deferred Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

(b)    If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of Assumption of any Liability pursuant to Section 2.6(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any undue cost on any Party, be deemed to have become effective as of the Effective Time.

(c)    The Party (or relevant member of its Group) retaining any Deferred Assets or Deferred Liabilities pursuant to Section 2.6(a) or otherwise, except as set forth on Schedule 2.6(c), shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Deferred Assets or the Person intended to be subject to such Deferred Liabilities, other than reasonable attorneys’ fees and recording or similar or other incidental fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Deferred Assets or the Person intended to be subject to such Deferred Liabilities and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party

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taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Deferred Assets or Deferred Liabilities, as the case may be.

(d)    After the Effective Time, each Party (or any other member of its Group) may receive mail, packages, electronic mail and any other written communications properly belonging to another Party (or any other member of its Group). Accordingly, at all times after the Effective Time, each Party is hereby authorized to receive and, if reasonably necessary to identify the proper recipient in accordance with this Section 2.6(d), open all mail, packages, electronic mail and any other written communications received by such Party that belongs to such other Party, and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages, electronic mail or any other written communications (or, in case the same also relates to the business of the receiving Party or another Party, copies thereof) to such other Party as provided for in Section 9.6; it being understood that if a Party receives a telephone call that relates to the business of the other Party, then the receiving Party shall inform the person making such telephone call to contact the other Party. The provisions of this Section 2.6(d) are not intended to, and shall not, be deemed to constitute an authorization by any Party to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of any other Party for service of process purposes.

(e)    With respect to Assets and Liabilities described in Section 2.6(a), each of Danaher and Veralto shall, and shall cause the other members of its respective Group to, (i) treat for all Tax purposes (A) the Deferred Assets as assets having been Transferred to and owned by the Party entitled to such Deferred Assets not later than the Effective Time and (B) the Deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Deferred Liabilities not later than the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest).

Section 2.7    Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid and effective Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities, for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States and, if applicable, for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

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Section 2.8    Further Assurances; Ancillary Agreements.

(a)    In addition to and without limiting the actions specifically provided for elsewhere in this Agreement and subject to the limitations expressly set forth in this Agreement, including Section 2.6, each of the Parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and Affiliates to use) commercially reasonable efforts, at and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b)    Without limiting the foregoing, at and after the Effective Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party (except as provided in Sections 2.2(b)(ii) and 2.6(c)) from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of any other Party (except as provided in Sections 2.2(b)(ii) and 2.6(c)), take such other actions as may be reasonably necessary to vest in such other Party such title and such rights as possessed by the transferring Party to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest.

(c)    Without limiting the foregoing, in the event that any Party (or member of such Party’s Group) receives any Assets (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) or is liable for any Liability that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or the Ancillary Agreements, such Party agrees to promptly Transfer, or cause to be Transferred such Asset or Liability to the other Party so entitled thereto (or member of such other Party’s Group as designated by such other Party) at such other Party’s expense. Prior to any such Transfer, such Asset or Liability, as the case may be, shall be held in accordance with the provisions of Section 2.6.

(d)    At or prior to the Effective Time, each of Danaher and Veralto shall enter into, and/or (where applicable) shall cause a member or members of their respective Group to enter into, the Ancillary Agreements and any other Contracts reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

(e)    On or prior to the Distribution Date, Danaher and Veralto in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each

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ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Danaher or Subsidiary of Veralto, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 2.9    Novation of Liabilities; Indemnification.

(a)    Each Party, at the request of any member of the other Party’s Group (such other Party, the “Other Party”), shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.3) and Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.10), but solely to the extent that the Parties are jointly or each severally liable with regard to any such Contracts or Liabilities and such Contracts or Liabilities have been, in whole, but not in part, allocated to the first Party, or, if permitted by applicable Law, to obtain in writing the unconditional release of the applicable Other Party so that, in any such case, the members of the applicable Group shall be solely responsible for such Contracts or Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, Governmental Approval, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party). In addition, with respect to any Action where any Party is a defendant, when and if requested by such Party, the Other Party at its own cost will use commercially reasonable efforts to remove the requesting Party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the Other Party (or any other member of the Other Party’s Group) has been allocated pursuant to this Article II, and the Other Party will cooperate and assist in any required communication with any plaintiff or other related third party.

(b)    If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendment referenced in Section 2.9(a), the Other Party or the applicable member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, the Party or another member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or such member of such Other Party’s Group thereunder as agent or subcontractor of such Other Party or such member of such Other Party’s Group from and after the Effective Time. For the avoidance of doubt, in furtherance of the foregoing, the Liable Party or another member of such Liable Party’s Group, as agent or subcontractor of the Other Party or the applicable member of such Other Party’s Group, to the extent reasonably necessary to pay, perform and discharge fully any Liabilities, or retain the benefits (including pursuant to Section 2.6) associated with such Contract or license, is hereby granted the right to, among other things, (i) prepare, execute and submit invoices under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (ii) send correspondence relating to matters under such Contract or license in the name of the Other Party (or the applicable member of such Other

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Party’s Group), (iii) file Actions in the name of the Other Party (or the applicable member of such Other Party’s Group) in connection with such Contract or license and (iv) otherwise exercise all rights in respect of such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group); provided that (y) such actions shall be taken in the name of the Other Party (or the applicable member of such Other Party’s Group) only to the extent reasonably necessary or advisable in connection with the foregoing and (z) to the extent that there shall be a conflict between the provisions of this Section 2.9(b) and the provisions of any more specific arrangement between a member of such Liable Party’s Group and a member of such Other Party’s Group, such more specific arrangement shall control. The Liable Party shall indemnify members of the Other Party’s Group and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party’s Group) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the Other Party’s Group with respect to any matter to the extent that such Liabilities arise from the willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence of a member of such Other Party’s Group in connection therewith, in which case such Other Party shall be responsible for such Liabilities; it being understood that any exercise of rights under this Agreement by such Other Party shall not be deemed to be willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence of such Other Party. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any other member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall, to the fullest extent permitted by applicable Law, promptly Transfer or cause the Transfer of all rights, obligations and other Liabilities thereunder of such Other Party or any other member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities to the fullest extent permitted by applicable Law. Each of the applicable Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 2.9.

Section 2.10    Guarantees; Credit Support Instruments.

(a)    Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, (i) Danaher shall (with the reasonable cooperation of the applicable member of the Veralto Group) use its commercially reasonable efforts to have each member of the Veralto Group removed as guarantor of or obligor for any Danaher Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Danaher Retained Liabilities and (ii) Veralto shall (with the reasonable cooperation of the

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applicable member of the Danaher Group) use commercially reasonable efforts to have each member of the Danaher Group removed as guarantor of or obligor for any Veralto Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to Veralto Liabilities.

(b)    At or prior to the Effective Time, to the extent required to obtain a release from a guaranty:

(i)    of any member of the Danaher Group, Veralto shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Veralto would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and

(ii)    of any member of the Veralto Group, Danaher shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Danaher would be reasonably unable to comply or (B) which would be reasonably expected to be breached.

(c)    If Danaher or Veralto is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10: (i) Danaher, to the extent a member of the Danaher Group has assumed the underlying Liability with respect to such guaranty, or Veralto, to the extent a member of the Veralto Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; (ii) Veralto shall reimburse the applicable member of the Danaher Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Danaher and Veralto, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which the other Party or another member of such other Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such other Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party.

(d)    Danaher and Veralto shall cooperate and Veralto shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Danaher or other members of the Danaher Group on behalf of or in favor of any member of the Veralto Group or the Veralto Business (the “Danaher CSIs”) as promptly as practicable with Credit Support Instruments from Veralto or another member of the Veralto Group as of the Effective

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Time. With respect to any Danaher CSIs that remain outstanding after the Effective Time, (i) Veralto shall, and shall cause the other members of the Veralto Group to, jointly and severally indemnify and hold harmless the Danaher Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Danaher CSIs in accordance with the terms thereof, (ii) Veralto shall reimburse the applicable member of the Danaher Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of Danaher, Veralto shall not, and shall not permit any member of the Veralto Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Danaher or any other member of the Danaher Group has issued any Credit Support Instruments which remain outstanding. Neither Danaher nor any other member of the Danaher Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Veralto Group or the Veralto Business after the expiration of any such Credit Support Instrument.

Section 2.11    Disclaimer of Representations and Warranties.

(a)    EACH OF DANAHER (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE DANAHER GROUP) AND VERALTO (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE VERALTO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR THE NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR ASSETS, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS

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THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

(b)    Each of Danaher (on behalf of itself and each other member of the Danaher Group) and Veralto (on behalf of itself and each other member of the Veralto Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.11(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Danaher or any other member of the Danaher Group, on the one hand, and Veralto or any other member of the Veralto Group, on the other hand, are jointly or severally liable for any Danaher Retained Liability or any Veralto Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

(c)    Danaher hereby waives compliance by itself and each other member of the Danaher Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Danaher Retained Assets to Danaher or any other member of the Danaher Group.

(d)    Veralto hereby waives compliance by itself and each other member of the Veralto Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Veralto Assets to Veralto or any other member of the Veralto Group.

Section 2.12    Veralto Financing Arrangements. On or prior to the Distribution Date, Veralto shall enter into the Veralto Financing Arrangements, on such terms and conditions as determined by Danaher in its sole discretion (including the amount that shall be borrowed pursuant to the Veralto Financing Arrangements and the terms and interest rates for such borrowings), and the Veralto Financing Arrangements shall have been consummated in accordance therewith. Danaher and Veralto shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to the Veralto Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the Veralto Financing Arrangements. The Parties agree that Veralto, and not Danaher, shall be ultimately responsible for all costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Danaher Group or the Veralto Group associated with the Veralto Financing Arrangements.

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Section 2.13    Cash Management; Consideration.

(a)    From the date of this Agreement until the Effective Time, Danaher and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Veralto Business and the Veralto Assets in Danaher’s sole discretion. Except as provided in this Section 2.13, all Cash Equivalents held by any member of the Veralto Group as of the Effective Time shall be an Veralto Asset and all Cash Equivalents held by any member of the Danaher Group as of the Effective Time shall be a Danaher Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the Danaher Group to any member of the Veralto Group or from any member of the Veralto Group to any member of the Danaher Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing, but excluding for the avoidance of doubt, the transfer of Cash Equivalents contemplated by Section 2.13(b)), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.

(b)    In exchange for the Contribution, Veralto agrees to, on or prior to the Distribution Date, (i) effect a 2,462,913.42-for-one stock split and distribute 246,291,242 additional shares of Veralto Common Stock to Danaher and (ii) pay to Danaher all of the net proceeds of the Veralto Financing Arrangements received by Veralto at or prior to the consummation of the Distribution (the “Veralto Contribution Payment”) (such distribution and payment, collectively, the “Consideration”). Each applicable payment made by Veralto to Danaher pursuant to this Section 2.13(b) shall be made by wire transfer of immediately available funds to an account designated by Danaher to Veralto in writing.

(c)    Any payment made in accordance with this Section 2.13 shall be treated in accordance with the terms of Section 9.21.

ARTICLE III

THE DISTRIBUTION AND ACTIONS PENDING THE DISTRIBUTION; OTHER

TRANSACTIONS

Section 3.1    Distribution. At or prior to the Effective Time, in connection with the Internal Reorganization and the Distribution, including the Contribution, Veralto shall pay the Consideration to Danaher (or Danaher and Veralto shall take or cause to be taken such other appropriate actions to ensure that Danaher has the requisite number of shares of Veralto Common Stock) and take any other action as may be requested by Danaher in order to effect the Distribution. Subject to the conditions and other terms set forth in this Article III, Danaher shall cause the Distribution Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Veralto Common Stock to book-entry accounts for each Record Holder or designated transferee or transferees of such Record Holder. For Record Holders who own Danaher Common Stock through a broker or other nominee, their shares of

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Veralto Common Stock will be credited to their respective accounts by such broker or nominee. No action by any Record Holder (or such Record Holder’s designated transferee or transferees) shall be necessary to receive the applicable number of shares of Veralto Common Stock (and, if applicable, cash in lieu of any fractional shares) such stockholder is entitled to in the Distribution.

Section 3.2    Fractional Shares. Record Holders who, after aggregating the number of shares of Veralto Common Stock (or fractions thereof) to which such stockholder would be entitled on the Record Date, would be entitled to receive a fraction of a share of Veralto Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of Veralto Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of Veralto Common Stock allocable to each Record Holder, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or beneficial owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Veralto Common Stock after making appropriate deductions for any amount required to be withheld for U.S. federal income tax purposes. Danaher shall bear the cost of brokerage fees and transfer Taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon as practicable after the Distribution Date and as determined by the Distribution Agent. None of Danaher, Veralto or the applicable Distribution Agent will guarantee any minimum sale price for the fractional shares of Veralto Common Stock. Neither Danaher nor Veralto will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of Danaher or Veralto.

Section 3.3    Actions in Connection with the Distribution.

(a)    Prior to the Distribution Date, Veralto shall file such amendments and supplements to the Form 10 as Danaher may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Danaher shall, or at Danaher’s election, Veralto shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of Danaher Common Stock, at such time on or prior to the Distribution Date as Danaher shall determine, the Information Statement (or a Notice of Internet Availability of the Information Statement). Promptly after receiving a request from Danaher, Veralto shall prepare and, in accordance with applicable Law, file with the Commission any such documentation that Danaher reasonably determines is necessary or desirable to effectuate the Distribution, and Danaher and Veralto shall each use commercially reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

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(b)    Veralto shall prepare, file with the Commission and cause to become effective, as soon as reasonably practicable (but in any case on or prior to the Distribution Date), a registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of Veralto.

(c)    To the extent not already approved and effective, Veralto shall have approved and made effective, the application for the original listing on the NYSE of the Veralto Common Stock to be distributed in the Distribution, the Veralto Common Stock to be retained by Danaher, and the shares of Veralto Common Stock to be reserved for issuance pursuant to any director or employee benefit plan or arrangement on the NYSE, subject to official notice of distribution.

(d)    To the extent not already completed, Veralto shall take all actions to effectuate the transactions contemplated by the Veralto Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing.

(e)    Nothing in this Section 3.3 shall be deemed to shift or otherwise impose Liability for any portion of Veralto’s Form 10 or Information Statement to Danaher.

Section 3.4    Sole Discretion of Danaher. Danaher, in its sole and absolute discretion, shall be entitled to determine the Distribution Date, the Effective Time and all other terms of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Danaher may, in accordance with Section 9.10, at any time and from time to time until the completion of the Distribution, decide to abandon the Distribution or modify or change any or all of the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Without limiting the foregoing, Danaher shall have the right not to complete the Distribution if, at any time prior to the Effective Time, the Danaher Board shall have determined, in its sole discretion, that the Distribution is not in the best interests of Danaher or its stockholders, that a sale or other alternative is in the best interests of Danaher or its stockholders or that it is not advisable at that time for Veralto Business to separate from Danaher.

Section 3.5    Cooperation Regarding the Distribution. Veralto shall cooperate with Danaher in all respects to accomplish the Distribution and shall, at Danaher’s direction, promptly take any and all actions necessary or desirable to effect the Distribution, including, without limitation, the filing of any necessary documents pursuant to the Exchange Act. Danaher shall select any investment bank(s), manager(s), underwriter(s) or dealer-manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting, tax and other advisors and service providers in connection with the Distribution. Veralto and Danaher, as the case may be, will provide to the distribution agent all share certificates (to the extent certificated) or book-entry authorizations (to the extent not certificated), and Veralto will provide to Danaher and the distribution agent (as directed by Danaher) any information required, in each case in order to complete the Distribution.

Section 3.6    Conditions to Distribution. Subject to Section 3.4, the obligation of Danaher to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to

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the extent permitted by applicable Law, waiver by Danaher, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Danaher Board. Any determination made by Danaher prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Danaher and shall not give rise to or create any duty on the part of Danaher or the Danaher Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:

(a)    the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of Danaher Common Stock;

(b)    the Veralto Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distribution;

(c)    Danaher shall have received the opinion of Danaher tax counsel, in form and substance acceptable to Danaher, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code;

(d)    all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made;

(e)    no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of Danaher’s control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization;

(f)    the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Danaher in its sole discretion shall have determined need not be completed or may be completed after the Effective Time;

(g)    the Danaher Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn);

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(h)    Veralto and Danaher shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution;

(i)    the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to Danaher; and

(j)    no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the Danaher Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of Danaher or its stockholders.

Section 3.7    Organizational Documents. On or prior to the Distribution Date, Danaher and Veralto shall each take all actions that may be required to provide for the adoption by Veralto of the Amended and Restated Certificate of Incorporation of Veralto substantially in the form attached as Exhibit F (the “Charter”) and the Amended and Restated Bylaws of Veralto substantially in the form attached as Exhibit G (the “Bylaws”), to be effective as of or prior to the Distribution Date.

Section 3.8    Directors. On or prior to the Distribution Date, Danaher and Veralto shall each take all necessary action to cause the Veralto Board to include the individuals identified in the Distribution Disclosure Documents as directors of Veralto, effective as of the Effective Time.

Section 3.9    Officers. On or prior to the Distribution Date, Danaher and Veralto shall each take all necessary action to cause the individuals identified as officers of Veralto in the Distribution Disclosure Documents to be officers of Veralto, effective as of the Effective Time.

Section 3.10    Resignations and Removals.

(a)    Except as provided in Section 3.10(b), on or prior to the Distribution Date or as soon thereafter as practicable, (i) Danaher shall cause all its employees and any employees of its Subsidiaries (excluding any employees of any member of the Veralto Group) to resign or be removed, effective as of the Effective Time, from all positions as officers or directors of any member of the Veralto Group in which they serve, and (ii) Veralto shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the Danaher Group in which they serve.

(b)    No Person shall be required by any Party to resign or be removed from any position or office with another Party if such Person is disclosed in the Distribution Disclosure Documents as a Person who is to hold such position or office following the Effective Time.

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ARTICLE IV

CERTAIN COVENANTS

Section 4.1    Cooperation. From and after the Effective Time, and subject to the terms of and limitations contained in this Agreement and the Ancillary Agreements, each Party shall, and shall cause each of its respective Affiliates and employees to, (i) provide reasonable cooperation and assistance to the other Party (and any member of its respective Group) in connection with the completion of the transactions contemplated herein and in each Ancillary Agreement, (ii) reasonably assist the other Party in the orderly and efficient transition in becoming a separate company to the extent set forth in the Transition Services Agreement or as otherwise set forth herein (including, but not limited to, complying with Articles V, VI and VIII) and (iii) reasonably assist the other Party to the extent such Party is providing or has provided services, as applicable, pursuant to the Transition Services Agreement in connection with requests for information from, audits or other examinations of, such other Party by a Governmental Entity; in each case, except as otherwise set forth in this Agreement or may otherwise be agreed to by the Parties in writing, at no additional cost to the Party requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable.

Section 4.2    Retained Names.

(a)    No later than twenty (20) days following the Distribution Date, Veralto shall, and shall cause the other members of the Veralto Group, to change their names and cause their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Danaher Retained Names. Following the Distribution Date, unless otherwise directed by Danaher, Veralto shall, and shall cause the other members of the Veralto Group, to (i) immediately cease to hold themselves out as having any affiliation with Danaher or any other member of the Danaher Group (provided that this obligation shall not apply to inventory of printed materials of the Veralto Group existing as of the Distribution Date), and (ii) as soon as practicable, but in no event later than sixty (60) days following the Distribution Date, cease to make any use of any Danaher Retained Names. In furtherance thereof, as soon as practicable but in no event later than six (6) months following the Distribution Date, Veralto shall, and shall cause the other members of the Veralto Group, to remove, strike over, or otherwise obliterate all Danaher Retained Names from all assets and other materials owned by or in the possession of any member of the Veralto Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Veralto shall promptly after the Distribution Date post a disclaimer in a form and manner reasonably acceptable to Danaher on the “www.veralto.com” website informing its customers that Veralto, and not Danaher, is responsible for the operation of the Veralto Business, including such website and any applicable services. Any use by the members

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of the Veralto Group of any of the Danaher Retained Names as permitted in this Section 4.2(a) is subject to their use of the Danaher Retained Names in a form and manner, and with standards of quality, of that in effect for the Danaher Retained Names as of the Distribution Date. Veralto and the members of the Veralto Group shall not use the Danaher Retained Names in a manner that may reflect negatively on such name and marks or on Danaher or any other member of the Danaher Group. Upon expiration or termination of the rights granted to the Veralto Group pursuant to this Section 4.2, Veralto hereby assigns, and shall cause the other members of the Veralto Group to assign, to Danaher their rights (if any) to any Trademarks forming a part of or associated with the Danaher Retained Names. Danaher shall have the right to terminate the foregoing license, effective immediately, if any member of the Veralto Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Danaher in relation to use of the Danaher Retained Names. Veralto shall indemnify, defend and hold harmless Danaher and the members of the Danaher Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Veralto Group of the Danaher Retained Names pursuant to this Section 4.2(a).

(b)    Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 4.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Danaher and the members of the Danaher Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 4.2.

Section 4.3    No Restriction on Competition. It is the explicit intent of each of the Parties that the provisions of this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by the Parties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of any Party to engage in any business or other activity which competes with the business of the other Party or (ii) the ability of any Party to engage in any specific line of business or engage in any business activity in any specific geographic area.

Section 4.4    No Hire and No Solicitation of Employees. From and after the Distribution Date until the date that is six (6) months from the Distribution Date, none of Danaher, Veralto or any other member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of the other Party’s respective Group. From and after the Distribution Date until the date that is eighteen (18) months from the Distribution Date, none of Danaher, Veralto or any other member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 4.4 shall restrict or preclude Danaher, Veralto or any other member of their

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respective Groups from soliciting or hiring (i) during the non-solicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by the other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment.

Section 4.5    Corporate Opportunities.

(a)    From and after the Effective Time and for so long as any director, officer or employee of the Danaher Group serves on the Veralto Board, the Veralto Board will, in accordance with Section 122(17) of the General Corporation Law of the State of Delaware, renounce any interest or expectancy of Veralto in, or in being offered an opportunity to participate in, any corporate opportunities of any member of the Veralto Group that are presented to any member of the Danaher Group or any of its directors, officers or employees.

(b)    For the purposes of this Section 4.5, “corporate opportunities” of a Group shall include, but not be limited to, business opportunities which the Veralto Group is financially able to undertake, which are, from their nature, in the line of the Veralto Group’s business, are of practical advantage to it and are ones in which the Veralto Group would have an interest or a reasonable expectancy, and in which, by embracing the opportunities or allowing such opportunities to be embraced by the Danaher Group or its directors, officers or employees, the self-interest of the Danaher Group or any of its directors, officers or employees will or could be brought into conflict with that of the Veralto Group.

ARTICLE V

INDEMNIFICATION

Section 5.1    Release of Pre-Distribution Date Claims.

(a)    Except (i) as provided in Section 5.1(b), (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to this Article V:

(i)    Danaher, for itself and each member of the Danaher Group, its Affiliates as of the Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of the Danaher Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Veralto and the other members of the Veralto Group, its Affiliates and all Persons who at any time prior to the Effective

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Time were stockholders, directors, officers, agents or employees of any member of the Veralto Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Danaher Retained Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, including in connection with the Internal Reorganization and the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Danaher Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Veralto Group in respect of any Danaher Released Liabilities; provided, however, that nothing in this Section 5.1(a)(i) shall relieve any Person released in this Section 5.1(a)(i) who, after the Effective Time, is a director, officer or employee of any member of the Veralto Group and is no longer a director, officer or employee of any member of the Danaher Group from Liabilities arising out of, relating to or resulting from his or her service as a director, officer or employee of any member of the Veralto Group after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit Danaher, any member of the Danaher Group, or their respective Affiliates from commencing any Actions against any Veralto officer, director, agent or employee, or their respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to, (i) theft of Danaher Know-How or (ii) intentional criminal acts by any such officers, directors, agents or employees.

(ii)    Veralto, for itself and each member of the Veralto Group, its Affiliates as of the Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of the Veralto Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Danaher and the other members of the Danaher Group, its Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, agents or employees of any member of the Danaher Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Veralto Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, including in connection with the Internal Reorganization and the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Veralto Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Danaher Group in respect of any Veralto Released Liabilities; provided, however that for purposes of this Section 5.1(a)(ii), the members of the Veralto

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Group shall also release and discharge any officers or other employees of any member of the Danaher Group, to the extent any such officers or employees served as a director or officer of any members of the Veralto Group prior to the Effective Time, from any and all Liability, obligation or responsibility for any and all past actions or failures to take action, in each case in their capacity as a director or officer of any such member of the Veralto Group, prior to the Effective Time, including actions or failures to take action that may be deemed to have been negligent or grossly negligent.

(b)    Nothing contained in this Agreement, including Section 5.1(a), Section 2.4 or Section 2.5, shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, as well as their respective heirs, executors, administrators, successors and assigns, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 5.1(a) shall release any person from:

(i)    any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or as contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement, including (A) with respect to Danaher, any Danaher Retained Liability and (B) with respect to Veralto, any Veralto Liability;

(ii)    any Liability provided for in or resulting from any other Contract or arrangement that is entered into after the Effective Time between Danaher (and/or another member of the Danaher Group), on the one hand, and Veralto (and/or another member of the Veralto Group), on the other hand;

(iii)    any Liability with respect to any Continuing Arrangements;

(iv)    any Liability that the Parties may have with respect to indemnification pursuant to this Agreement or otherwise for Actions brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Agreement and, in particular, this Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; and

(v)    any Liability the release of which would result in a release of any Person other than the Persons released in Section 5.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 5.1(a) with respect to such Liability.

In addition, nothing contained in Section 5.1(a) shall release: (i) Danaher from indemnifying any director, officer or employee of the Veralto Group who was a director, officer or employee of Danaher or any of its Affiliates prior to the Distribution Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it

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being understood that if the underlying obligation giving rise to such Action is an Veralto Liability, Veralto shall indemnify Danaher for such Liability (including Danaher’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V; and (ii) Veralto from indemnifying any director, officer or employee of the Danaher Group who was a director, officer or employee of Veralto or any of its Affiliates prior to the Distribution Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a Danaher Retained Liability, Danaher shall indemnify Veralto for such Liability (including Veralto’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.

(c)    Each Party shall not, and shall not permit any member of its Group to, make any claim for offset, or commence any Action, including any claim of contribution or any indemnification, against the other Party or any other member of the other Party’s Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a).

(d)    If any Person associated with a Party (including any director, officer or employee of a Party) initiates any Action with respect to claims released by this Section 5.1, the Party with which such Person is associated shall be responsible for the fees and expenses of counsel of the other Party (and/or the other members of such other Party’s Group, as applicable), and such other Party (and/or the other members of such other Party’s Group, as applicable) shall be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions set forth in this Article V.

Section 5.2    Indemnification by Danaher. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Danaher shall indemnify, defend and hold harmless the Veralto Indemnitees from and against any and all Indemnifiable Losses of the Veralto Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Danaher Retained Liabilities, including the failure of any member of the Danaher Group or any other Person to pay, perform or otherwise discharge any Danaher Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Effective Time, (b) any Danaher Retained Asset or Danaher Retained Business, whether arising prior to, at or after the Effective Time, or (c) any breach by Danaher of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Section 5.3    Indemnification by Veralto. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Veralto shall and shall cause the other members of the Veralto Group to indemnify, defend and hold harmless the Danaher Indemnitees from and against any and all Indemnifiable Losses of the

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Danaher Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Veralto Liabilities, including the failure of any member of the Veralto Group or any other Person to pay, perform or otherwise discharge any Veralto Liability in accordance with its respective terms, whether prior to, at or after the Effective Time, (b) any Veralto Asset or Veralto Business, whether arising prior to, at or after the Effective Time, (c) any breach by Veralto of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder, or (d) any Liabilities of the Danaher Group under any of the agreements listed on Schedule 5.3.

Section 5.4    Procedures for Indemnification.

(a)    Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 5.4(b), each Danaher Indemnitee and Veralto Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of forty-five (45) days after receipt of a notice under this Section 5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VII.

(b)    Third Party Claims. If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (which notice obligation may be satisfied by providing copies of all notices and documents received by the Indemnitee relating to the Third Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within the earlier of (x) forty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof,

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copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(145)(vii).

(c)    Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall be addressed as set forth therein or (ii) indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) (the defense of which shall be controlled by the beneficiary Party), the Indemnifying Party shall be entitled, (A) if it so chooses, to assume the defense of a Third Party Claim with counsel reasonably acceptable to the Indemnitee, or (B) if it does not assume the defense of such Third Party Claim, to participate in the defense of such Third Party Claim in accordance with the terms of Section 5.5 at such Indemnifying Party’s own cost and expense and with such Indemnifying Party’s own counsel, in each case within thirty (30) days of the receipt of an indemnification notice from such Indemnitee; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) is an Action by a Governmental Entity, (y) involves an allegation of a criminal violation or (z) seeks injunctive relief against the Indemnitee. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the Indemnitee’s business or operations, such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided, further, that if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. The Indemnifying Party shall have the right to compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to this Section 5.4(c) and any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article V shall be binding on the Indemnitee, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnitee unless such settlement (A) completely and unconditionally releases the Indemnitee in connection with such matter, (B) provides relief consisting solely of money damages borne by the Indemnifying Party and (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law.

(d)    If an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the thirty (30)-day period specified in Section 5.4(c) (including if the Indemnifying Party is not entitled to assume the defense pursuant

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to Section 5.4(c)), (i) the Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party, and (ii) it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(e)    Except as otherwise set forth in Section 6.5 and Section 7.3, or to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the indemnification provisions of this Article V shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article V against any Indemnifying Party. For the avoidance of doubt, all disputes in respect of this Article V shall be resolved in accordance with Article VII.

(f)    Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification that differ from the provisions set forth in this Section 5.4, the terms of the Ancillary Agreement will govern.

(g)    The provisions of this Article V shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be no requirement under this Section 5.4 to give a notice with respect to any Third Party Claim that exists as of the Effective Time. The Parties acknowledge that Liabilities for Actions (regardless of the parties to the Actions) may be partly Danaher Liabilities and partly Veralto Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in Article VII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file third party claims or cross-claims against the other Party or its Subsidiaries in an Action in which a Third Party Claim is being resolved.

(h)    Each Party hereby covenants and agrees that none of it, its Subsidiaries or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (i) the assumption of any Veralto Liabilities by the Veralto Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (ii) the retention of any Danaher Retained Liabilities by the Danaher Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason, or (iii) the provisions of this Article V are void or unenforceable for any reason.

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Section 5.5    Cooperation in Defense and Settlement.

(a)    With respect to any Third Party Claim that implicates both Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, will preserve for all Parties any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 5.4.

(b)    Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Veralto relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar Laws, where the facts and circumstances giving rise to the Action occurred prior to the Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Danaher, adversely impact the conduct of the Danaher Retained Businesses, Danaher shall have, at Danaher’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Veralto to any third party involved in such Action (including any Governmental Entity), to the extent that Danaher’s participation does not affect any Privilege in a material and adverse manner; provided that to the extent that any such Action requires the submission by Veralto of any content relating to any current or former officer or director of Danaher, such content will only be submitted in a form approved by Danaher in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Danaher shall have a right to consent to any compromise or settlement related thereto.

(c)    Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by Veralto or its Subsidiaries (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Effective Time, Danaher shall have the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and Veralto shall in good faith consider and take into account any comments so provided by Danaher with respect to such Governmental Filing.

(d)    Each of Danaher and Veralto agrees that at all times from and after the Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any other member of such Parties’ respective Groups) as defendants and with respect to which a named Party (or any other member of such Party’s respective Group) is a nominal

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defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Section 5.6    Indemnification Payments. Indemnification required by this Article V shall be made by periodic payments of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss incurred.

Section 5.7    Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a)    Any recovery by any Indemnitee for any Indemnifiable Loss subject to indemnification pursuant to this Article V shall be calculated (i) net of Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time) and (ii) net of any proceeds actually received by the Indemnitee from any unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee corresponding to the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party corresponding to any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b)    Any Indemnity Payment shall be increased as necessary so that after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed.

(c)    The Parties hereby agree that an insurer or other third party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other third party shall be entitled to a “windfall” (e.g., a benefit they would not otherwise be entitled to receive, or the reduction or elimination of an insurance coverage obligation that they would otherwise have, in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or

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recovering, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article V. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Section 5.8    Contribution. If the indemnification provided for in this Article V is unavailable for any reason to an Indemnitee (other than failure to provide notice with respect to any Third Party Claims in accordance with Section 5.4(b)) in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 5.8, contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of Veralto and each other member of the Veralto Group, on the one hand, and Danaher and each other member of the Danaher Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss. With respect to any Indemnifiable Losses arising out of or related to information contained in the Distribution Disclosure Documents or other securities law filing, the relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact relates to information supplied by the Veralto Business or a member of the Veralto Group, on the one hand, or the Danaher Retained Business or a member of the Danaher Group, on the other hand.

Section 5.9    Additional Matters; Survival of Indemnities.

(a)    The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the Distribution.

(b)    The rights and obligations of any member of the Danaher Group or any member of the Veralto Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

Section 5.10    Environmental Matters.

(a)    Exchange of Information. Without limiting any other provision of this Agreement, each of Danaher and Veralto agrees to provide, or cause to be provided, to the other Party, at any time before, at, or after the Effective Time, as soon as reasonably practicable after written request therefor, reasonable access to any non-privileged information in the

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possession or under the control of its respective Group and reasonable access to its employees to the extent that (i) such information relates to, or such employees have relevant knowledge regarding, specific alleged Environmental Liabilities, including the requesting Party’s alleged or potential link to environmental contamination at an Off-Site Location or real property that was allegedly owned or operated by the Danaher Group and any operating group, business unit, division, Subsidiary, line of business or investment of Danaher or any of its Subsidiaries (including any member of the Veralto Group) prior to the Effective Time; or (ii) such information relates to, or such employees have relevant knowledge regarding, the impact that any alleged Environmental Liability could have on the operations, activities or liability exposure of the requesting Party; and (iii) the information and access to employees can be provided without significant disruption to the Group’s business or operations.

(b)    Substitution.

(i)    Veralto shall use its best efforts to obtain any consents, transfers, assignments, assumptions, waivers, or other legal instruments necessary to cause Veralto or the appropriate Subsidiary of Veralto to be fully substituted for Danaher or other member of the Danaher Group with respect to: (i) any order, decree, judgment, agreement or Action with respect to Veralto Environmental Liabilities that are in effect as of the Effective Time; or (ii) Environmental Permits, financial assurance obligations or instruments, or other environmental approvals or filings associated with the Veralto Assets. Veralto shall inform the applicable Governmental Entity about its assumption of the Environmental Liabilities associated with the matters listed in this Section 5.10(b) and request that the Governmental Entities direct all communications, requirements, notifications and/or official letters related to such matters to Veralto. Danaher shall use its best efforts to provide necessary assistance or signatures to Veralto to achieve the purposes of this section.

(ii)    Until such time as Veralto and Danaher complete the substitutions outlined in Section 5.10(b)(i) above, Veralto shall comply with all applicable Environmental Laws, including all reporting obligations, and the terms and conditions of all orders, decrees, judgments, agreements, actions, Environmental Permits, financial assurances, obligations, instruments or other environmental approvals or filings that remain in Danaher’s name relating to the Veralto Assets and the Veralto Environmental Liabilities.

ARTICLE VI

PRESERVATION OF RECORDS; ACCESS TO INFORMATION;

CONFIDENTIALITY; PRIVILEGE

Section 6.1    Preservation of Corporate Records. Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 6.2, each Party shall use its commercially reasonable efforts, at such Party’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to the applicable record

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retention policy of Danaher or such other member of the Danaher Group, respectively, as in effect immediately prior to the Effective Time, including, without limitation, pursuant to any “Litigation Hold” issued by Danaher or any of its Subsidiaries prior to the Effective Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Danaher Group or the Veralto Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Danaher Group or the Veralto Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the Effective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Danaher Group or the Veralto Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Veralto Business, the Danaher Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Section 6.2    Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information:

(a)    After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Veralto for specific and identified Information:

(i)    that (x) relates to Veralto or the Veralto Business, as the case may be, prior to the Effective Time or (y) is necessary for Veralto to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Danaher and/or Veralto are parties, Danaher shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Veralto has a reasonable need for such originals) in the possession or control of Danaher or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Veralto; provided that, to the extent any originals are delivered to Veralto pursuant to this Agreement or the Ancillary Agreements, Veralto shall, at its own expense, return them to Danaher within a reasonable time after the need to retain such originals has ceased; provided, further, that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided, further, that, in the event that Danaher, in its sole discretion, determines that

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any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Danaher shall not be obligated to provide such Information requested by Veralto;

(ii)    that (x) is required by Veralto with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Veralto (including under applicable securities laws) by a Governmental Entity having jurisdiction over Veralto, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Danaher shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Veralto has a reasonable need for such originals) in the possession or control of Danaher or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Veralto; provided that, to the extent any originals are delivered to Veralto pursuant to this Agreement or the Ancillary Agreements, Veralto shall, at its own expense, return them to Danaher within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event that Danaher, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Danaher shall not be obligated to provide such Information requested by Veralto; or

(b)    After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Danaher for specific and identified Information:

(i)    that (x) relates to matters prior to the Effective Time or (y) is necessary for Danaher to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Danaher and/or Veralto are parties, Veralto shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Danaher has a reasonable need for such originals) in the possession or control of Veralto or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Danaher; provided that, to the extent any originals are delivered to Danaher pursuant to this Agreement or the Ancillary Agreements, Danaher shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased; provided, further, that, in the event any such access or the provision of any such Information would violate any Law or Contract with a third party or waive any Privilege, Veralto shall not be obligated to provide such Information requested by Danaher.

(ii)    that (x) is required by Danaher with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Danaher (including under applicable securities laws) by a Governmental Entity having jurisdiction over Danaher, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action

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or other similar requirements, as applicable, Veralto shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Danaher has a reasonable need for such originals) in the possession or control of Veralto or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Danaher; provided that, to the extent any originals are delivered to Danaher pursuant to this Agreement or the Ancillary Agreements, Danaher shall, at its own expense, return them to Veralto within a reasonable time after the need to retain such originals has ceased.

(c)    Each of Danaher and Veralto shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with the provisions of this Agreement.

(d)    Without limiting the generality of the foregoing, until the first Veralto fiscal year end occurring during the year in which the Distribution occurs (and for a reasonable period of time afterwards as required for each of Danaher and Veralto to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution occurs), each of Danaher and Veralto shall use its commercially reasonable efforts to cooperate with the other Party’s Information requests to enable: (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Commission’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws.

(e)    On the Distribution Date, Veralto shall deliver to Danaher an electronic copy of any and all databases in the possession of any member of the Veralto Group that exist as of such date and were established at or prior to the Effective Time to retain records relating to the organizational structure, business or operations of the Veralto Business or as otherwise may be requested by Danaher.

(f)    The Parties acknowledge that Information provided under this Section 6.2 may constitute material, nonpublic information, and trading in the securities of a Party (or the securities of its Affiliates, Subsidiaries or partners) while in possession of such material, nonpublic information may constitute a violation of the U.S. federal securities Laws.

Section 6.3    Witness Services. At all times from and after the Effective Time, each of Danaher and Veralto shall use its commercially reasonable efforts to make available to the other Party, upon reasonable written request by such other Party, its and its Subsidiaries’

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officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 6.3 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law by such Party in providing such witness.

Section 6.4    Reimbursement; Other Matters. Except to the extent otherwise contemplated by this Agreement or any Ancillary Agreement, a Party providing Information or access to Information to the other Party under this Article VI shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as may be reasonably incurred by such Party in providing such Information or access to such Information.

Section 6.5    Confidentiality.

(a)    Notwithstanding any termination of this Agreement, and except as otherwise provided in the Ancillary Agreements, each of Danaher and Veralto shall hold, and shall cause their respective Affiliates and their officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or, except as otherwise permitted by this Agreement or any Ancillary Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, subject to the immediately following proviso)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, such Party will be responsible, (ii) if such Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against the other Party or in respect of claims by one Party against the other Party

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brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement (including pursuant to Section 2.3) or an Ancillary Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction involving such Party, to the extent reasonably necessary in connection therewith, provided that an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.

(b)    Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or other members of its Group were part of the Danaher Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Time, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access.

(c)    Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to Danaher’s confidential and proprietary information pursuant to policies in effect as of the Effective Time and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Effective Time may continue to be used by such other Party in possession of the Confidential Information in and only in the operation of the Veralto Business (in the case of the Veralto Group) or the Danaher Retained Business (in the case of the Danaher Group); provided that such Confidential Information may only be used by such other Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the date of this Agreement, and may only be shared with additional officers, employees, agents, consultants and advisors of such other Party on a need-to-know basis exclusively with regard to such specified use.

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(d)    The Parties agree that irreparable damage may occur in the event that the provisions of this Section 6.5 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

(e)    For the avoidance of doubt and notwithstanding any other provision of this Section 6.5, (i) the disclosure and sharing of Privileged Information shall be governed solely by Section 6.6, and (ii) Information that is subject to any confidentiality provision or other disclosure restriction in any Ancillary Agreement shall be governed by the terms of such Ancillary Agreement.

(f)    For the avoidance of doubt and notwithstanding any other provision of this Section 6.5, following the Distribution Date, the confidentiality obligations under this Agreement shall continue to apply to any and all Confidential Information concerning or belonging to each Party or its Affiliates that is shared or disclosed with the other Party or its Affiliates, whether or not such Confidential Information is shared pursuant to this Agreement, any Ancillary Agreement or otherwise.

Section 6.6    Privilege Matters.

(a)    Pre-Effective Time Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Danaher Group and the Veralto Group, and that each of the members of the Danaher Group and the Veralto Group should be deemed to be the client with respect to such pre-Effective Time services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-Effective Time services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.6 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any other member of such Party’s respective Group), including outside counsel and in-house counsel.

(b)    Post-Effective Time Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of Danaher and Veralto. The Parties further recognize that certain of such post-Effective Time services will be rendered solely for the benefit of Danaher or Veralto, as the case may be, while other such post-Effective Time services may be rendered with respect to claims, proceedings, litigation, disputes,

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or other matters which involve both Danaher and Veralto. With respect to such post-Effective Time services and related Privileged Information, the Parties agree as follows:

(i)    All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both Danaher and Veralto shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and

(ii)    Except as otherwise provided in Section 6.6(b)(i), Privileged Information relating to post-Effective Time services provided solely to one of Danaher or Veralto shall not be deemed shared between the Parties; provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.

(c)    The Parties agree as follows regarding all Privileged Information with respect to which the Parties shall have a shared Privilege under Section 6.6(a) or (b):

(i)    Subject to Section 6.6(c)(iii) and (iv), Veralto may not waive, allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Danaher has a shared Privilege, without the consent of Danaher, which shall not be unreasonably withheld or delayed. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within fifteen (15) days after written notice by Veralto to Danaher. Danaher shall be entitled, in its sole discretion to waive, allege or purport to waive, any Privilege in connection with any Privileged Information, whether or not the Privileged Information is in the possession or under the control of any member of the Danaher Group or any member of the Veralto Group;

(ii)    If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a Privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, and shall endeavor to minimize any prejudice to the rights of the other Party. Danaher shall not unreasonably withhold consent to any request for waiver by Veralto and specifically agrees that it shall not withhold consent to waive for any purpose except to protect its own legitimate interests;

(iii)    If, within fifteen (15) days of receipt by Veralto of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived, and Veralto determines that a Privilege should nonetheless be waived to protect or advance its interest, Veralto shall provide Danaher written notice at least fifteen (15) days prior to effecting such waiver. Each Party specifically agrees that (A) failure within fifteen (15) days of receipt of such notice to commence proceedings in accordance with Section 7.2 to enjoin such waiver under

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applicable Law shall be deemed full and effective consent to such waiver, and (B) if proceedings are commenced, any such Privilege shall not be waived by Veralto unless the final determination of such dispute in accordance with Section 7.2 is rendered in its favor; and

(iv)    In the event of any litigation or dispute between the Parties, or any members of their respective Groups, either Party may waive a Privilege in which the other Party or any other member of such other Party’s Group has a shared Privilege, without obtaining the consent of the other Party; provided that such waiver of a shared Privilege shall be effective only as to the use of Privileged Information with respect to the litigation or dispute between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared Privilege with respect to third parties.

(d)    The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Danaher or Veralto as set forth in Section 6.5 and this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain any applicable Privilege. The access to Information being granted pursuant to Section 5.5, Section 6.1 and Section 6.2, the agreement to provide witnesses and individuals pursuant to Section 5.5 and Section 6.3, the furnishing of notices and documents and other cooperative efforts contemplated by Section 5.5, and the transfer of Privileged Information between the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise.

Section 6.7    Ownership of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VI shall be deemed to remain the property of the providing Party. Unless expressly set forth herein, nothing contained in this Agreement shall be construed as granting a license or other rights to any Party with respect to any such Information, whether by implication, estoppel or otherwise.

Section 6.8    Personal Data.

(a)    The Parties acknowledge that (i) Danaher is a Data Controller with respect to the Processing of the Danaher Personal Data prior to and after the Effective Time, (ii) Danaher and Veralto are separate Data Controllers with respect to the Processing of Veralto Personal Data prior to the Effective Time, and (iii) Veralto remains a Data Controller with respect to the Processing of the Veralto Personal Data from and after the Effective Time. As such, from and after the Effective Time, Veralto shall comply with the requirements of Data Protection Laws applicable to Data Controllers in connection with the Veralto Personal Data and this Agreement and shall not knowingly do anything or permit anything to be done which might lead to a breach by Danaher or its Affiliates of the Data Protection Laws.

(b)    Both Parties shall cooperate to ensure that their Processing of Personal Data hereunder does and will comply with all applicable Data Protection Laws and take all reasonable precautions to avoid acts that place the other Party in breach of its obligations under any applicable Data Protection Laws. Nothing in this Section 6.8 shall be deemed to

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prevent any Party from taking the steps it reasonably deems necessary to comply with any applicable Data Protection Laws.

Section 6.9    Other Agreements. The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

ARTICLE VII

DISPUTE RESOLUTION

Section 7.1    Negotiation. In the event of a controversy, dispute or Action arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or the Ancillary Agreements or otherwise arising out of, or in any way related to, this Agreement or the Ancillary Agreements or the transactions contemplated hereby, including any Action based on contract, tort, statute or constitution (collectively, “Disputes”), the general counsels of the Parties (or such other individuals designated by the respective general counsels) and/or the executive officers designated by the Parties shall negotiate for a reasonable period of time to settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (60) days (the “Negotiation Period”) from the time of receipt by a Party of written notice of such Dispute (“Dispute Notice”) and settlement of such Dispute pursuant to this Section 7.1 shall be confidential, and no written or oral statements or offers made by the Parties during such settlement negotiations shall be admissible for any purpose in any subsequent proceedings, including any arbitration proceeding pursuant to Section 7.2; provided, further, that in the event of any arbitration in accordance with Section 7.2 hereof, the Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved.

Section 7.2    Arbitration. If the Dispute has not been resolved for any reason after the Negotiation Period, such Dispute shall be submitted to final and binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”), except as modified herein.

(a)    The arbitration shall be conducted by a three-member arbitral tribunal (the “Arbitral Tribunal”). The claimant shall nominate one arbitrator in accordance with the Rules, and the respondent shall nominate one arbitrator in accordance with the Rules within twenty-one days (21) after the appointment of the first arbitrator. The third arbitrator, who shall serve as chair of the Arbitral Tribunal, shall be jointly nominated by the two party-nominated arbitrators within twenty-one (21) days of the confirmation of the appointment of the second arbitrator. If any arbitrator is not appointed within the time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the Rules.

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(b)    The arbitration shall be held, and the award shall be rendered, in New York, New York, in the English language.

(c)    For the avoidance of doubt, by submitting their dispute to arbitration under the Rules, the Parties expressly agree that all issues of arbitrability, including all issues concerning the propriety and timeliness of the commencement of the arbitration (including any defense based on a statute of limitation, if applicable), the jurisdiction of the Arbitral Tribunal, and the procedural conditions for arbitration, shall be finally and solely determined by the Arbitral Tribunal.

(d)    Without derogating from Section 7.2(e) below, the Arbitral Tribunal shall have the full authority to grant any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings (“Interim Relief”). The Parties shall exclusively submit any application for Interim Relief to only: (A) the Arbitral Tribunal; or (B) prior to the constitution of the Arbitral Tribunal, an emergency arbitrator appointed in the manner provided for in the Rules (an “Emergency Arbitrator”). Any Interim Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability, and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance in Section 7.3 below. The foregoing procedures shall constitute the exclusive means of seeking Interim Relief; provided, however, that (i) the Arbitral Tribunal shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency Arbitrator; (ii) in the event an Emergency Arbitrator or the Arbitral Tribunal issues an order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), any Party may apply to enforce or require specific performance of such Decision on Interim Relief in any court of competent jurisdiction; and (iii) either Party shall retain the right to apply for freezing orders to prevent the improper dissipation of transfer of assets to a court of competent jurisdiction.

(e)    The Arbitral Tribunal shall have the power to grant any remedy or relief that it deems just and equitable and that is in accordance with the terms of this Agreement, including specific performance and temporary or final injunctive relief; provided, however, that the Arbitral Tribunal shall have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement or any Ancillary Agreement, nor any right or power to award punitive, exemplary or treble damages.

(f)    The Arbitral Tribunal shall have the power to allocate the costs and fees of the arbitration, including reasonable attorneys’ fees and costs as well as those costs and fees addressed in the Rules, between the Parties in the manner it deems fit.

(g)    Arbitration under this Article VII shall be the sole and exclusive remedy for any Dispute, and any award rendered thereby shall be final and binding upon the Parties as from the date rendered. Judgment on the award rendered by the Arbitral Tribunal may be entered in any court having jurisdiction thereof, including any court having jurisdiction over the relevant Party or its Assets.

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Section 7.3    Specific Performance. From and after the Distribution Date, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Parties agree that the Party or Parties to this Agreement or such Ancillary Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Article VII (including for the avoidance of doubt, after compliance with all notice and negotiation provisions herein), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Distribution Date, the remedies at law for any breach or threatened breach of this Agreement or any Ancillary Agreement, including monetary damages, are inadequate compensation for any Indemnifiable Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 7.4    Treatment of Arbitration. The Parties agree that any arbitration hereunder shall be kept confidential, and that the existence of the proceeding and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall be deemed confidential, and shall not be disclosed beyond the Arbitral Tribunal, the Parties, their counsel, and any Person necessary to the conduct of the proceeding, except as and to the extent required by Law and to defend or pursue any legal right in connection with such arbitration. In the event any Party makes application to any court in connection with this Section 7.4 (including any proceedings to enforce a final award or any Interim Relief), that Party shall take all steps reasonably within its power to cause such application and any exhibits (including copies of any award or decisions of the Arbitral Tribunal or Emergency Arbitrator) to be filed under seal, shall oppose any challenge by any third party to such sealing, and shall give the other Party immediate notice of such challenge.

Section 7.5    Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article VII with respect to all matters not subject to such dispute resolution.

Section 7.6    Consolidation. The arbitrator may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements or any other agreement between the Parties entered into pursuant hereto, as the case may be, if the subject of the Disputes thereunder arises out of or relates essentially to the same set of facts or transactions. Such consolidated arbitration shall be determined by the arbitrator appointed for the arbitration proceeding that was commenced first in time.

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ARTICLE VIII

INSURANCE

Section 8.1    Insurance Matters.

(a)    Veralto acknowledges and agrees that, from and after the Effective Time, neither Veralto nor any other member of the Veralto Group shall have any rights to or under any Policies of Danaher, including the Company Policies, other than (x) any insurance policies acquired prior to the Effective Time directly by and in the name of Veralto or a member of the Veralto Group and that provide coverage solely for one or more members of the Veralto Group, or (y) as expressly provided in Section 5.7 or this Article VIII.

(b)    Notwithstanding Section 8.1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Veralto or its predecessors prior to the Effective Time, Danaher may, at its sole discretion, provide Veralto with access to, and, if and to the extent determined by Danaher in its discretion, Veralto and Danaher may jointly make claims under, the Company Policies (x) if and solely to the extent that the terms of such policies provide for such coverage to Veralto or its predecessors with respect to any Veralto Liabilities accrued and/or incurred prior to the Effective Time, (y) subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and (z) subject to the following additional conditions:

(i)    (A) Veralto shall inform Danaher of any potential claim under any of the Company Policies with regard to any Veralto Liability, (B) Danaher shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and (C) Danaher shall provide a copy of all such claim reports and submissions to Veralto; provided, that with respect to any such claims, Veralto shall provide Danaher with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and Danaher shall consult with Veralto with regard to the timing thereof;

(ii)    If and to the extent that Veralto is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Veralto shall exclusively bear and be responsible for (and Danaher shall have no obligation to repay or reimburse Veralto for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or re-opened claims covered by the applicable Policies, whether such claims are made by Veralto, its employees or third parties, and Veralto shall indemnify, hold harmless and reimburse Danaher for any such amounts incurred by Danaher to the extent resulting from any access to, any claims made by Veralto under, any Company Policies

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provided pursuant to this Section 8.1. If Danaher and Veralto jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by Danaher and partially by Veralto, at the sole discretion of Danaher, any insurance recovery resulting therefrom may first be allocated to reimburse Danaher and/or Veralto for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between Danaher and Veralto in a manner at the sole discretion of Danaher at or near the time of such recovery;

(iii)    Veralto shall exclusively bear (and Danaher shall have no obligation to repay or reimburse Veralto for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by Veralto under the Company Policies as provided for in this Section 8.1(b); and

(iv)    in connection with making any joint claim under any Company Policies pursuant to this Section 8.1(b), (A) Danaher shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, (B) Veralto shall not take any action that would be reasonably likely to (1) have an adverse impact on the then-current relationship between Danaher and the applicable insurance company, (2) result in the applicable insurance company terminating or reducing coverage to Danaher or Veralto, or increasing the amount of any premium owed by Danaher under the applicable Company Policies, (3) otherwise compromise, jeopardize or interfere with the rights of Danaher under the applicable Company Policies or (4) otherwise compromise or impair Danaher’s ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and (C) Danaher shall have the right, in its sole discretion, to cause Veralto to desist from any action that Danaher determines, in its sole discretion, would compromise or impair Danaher’s rights under this clause (iv).

At all times, Danaher and Veralto shall, subject to the limitations set forth in Section 6.5, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.

(c)    Notwithstanding Section 8.1(b), from and after the Effective Time, any director or officer of Veralto or any other member of the Veralto Group who served as a director or officer of Danaher or any other member of the Danaher Group prior to the Effective Time shall be entitled to pursue coverage under the director and officer liability insurance policies maintained by Danaher or any other member of the Danaher Group to the extent that such policies provide coverage for such director’s or officer’s acts and omissions in his or her respective capacity as director or officer of Danaher or any other member of the Danaher Group prior to the Effective Time, subject to the terms and conditions of such policies (including but not limited to any limits on coverage or scope, any deductibles or retention amounts and other fees and expenses).

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(d)    Any payments, costs and adjustments required pursuant to Section 8.1(b) shall at Danaher’s election either be (i) billed by Danaher to Veralto on a monthly basis and Veralto shall pay such billed payments, costs and adjustments to Danaher within sixty (60) days from receipt of invoice, or (ii) billed directly by the applicable third party to Veralto. If Danaher incurs costs to enforce Veralto’s obligations under this Section 8.1, Veralto agrees to indemnify Danaher for such enforcement costs, including reasonable attorneys’ fees.

(e)    Notwithstanding anything to the contrary in this Agreement, from and after the Effective Time, neither Veralto nor any other member of the Veralto Group shall have any rights or claims against or with respect to any self-insurance or captive insurance company arrangement of Danaher or any other member of the Danaher Group. In addition, as of the Effective Time, Veralto, for itself and each other member of the Veralto Groups does hereby remise, release and forever discharge Danaher and the other members of the Danaher Group of any rights or claims against or with respect to any self-insurance or captive insurance company arrangement of Danaher or any other member of the Danaher Group.

(f)    At the Effective Time, Veralto shall have in effect all insurance programs required to comply with Veralto’s statutory obligations.

(g)    This Agreement shall not be considered as an attempted assignment of any policy of insurance in its entirety, nor is it considered to be itself a contract of insurance. This Agreement shall not be construed to waive any right or remedy of Danaher under or with respect to any of the Company Policies and programs or any other contract or policy of insurance, and Danaher reserves all of its rights under such Policies.

(h)    Danaher shall not be liable to Veralto for claims not reimbursed by insurers for any reason not within the control of Danaher, including coinsurance provisions, deductibles, quota share deductibles, exhaustion of aggregates, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Company Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Danaher or any defect in such claim or its processing.

(i)    In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 8.1(i) shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created under this Agreement (including the obligations under Article V), by operation of law or otherwise.

(j)    In the event of any Action by any Party (or both of the Parties) to recover or obtain insurance proceeds, or to defend against any Action by an insurance carrier to deny any Policy benefits, both Parties may join in any such Action and be represented by joint counsel and both Parties shall waive any conflict of interest to the extent necessary to conduct any such Action. Nothing in this Section 8.1(j) shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created under this Agreement (including the obligations under Article V), by operation of law or otherwise.

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(k)    Notwithstanding anything contained in this Section 8.1, to the extent Danaher has entered into or agrees to enter into, whether on its own or with respect to the any arrangement provided for under this Section 8.1, any settlement agreement or other arrangement with any insurance provider regarding coverage under any Company Policy that provides for any limitation of coverage or release of such insurance provider with regard to any coverage thereunder, whether in whole or in part (collectively, the “Released Insurance Matters”), Veralto agrees that it shall (i) abide by the terms of and, to the extent required, consent to, any such settlement or arrangement relating to the Released Insurance Matters as a condition to receiving any coverage under any Company Policy related thereto, (ii) have no rights to any such coverage under the Company Policies with respect to any Released Insurance Matters and (iii) make no claims under any Company Policies with respect to any Released Insurance Matters.

(l)    Notwithstanding anything contained in this Section 8.1, from and after the Effective Time, Veralto shall maintain the insurance policies set forth in Schedule 8.1(l).

Section 8.2    Certain Matters Relating to Danaher’s Organizational Documents. From the Effective Time until six (6) years from the Distribution Date, the certificate of incorporation and bylaws of Veralto shall contain provisions no less favorable with respect to indemnification, exculpation and advancement of expenses of directors and officers than those set forth in the Charter or Bylaws, which provisions shall not be amended, repealed or otherwise modified for such period in any manner that would affect adversely the rights thereunder of individuals who, on or prior to the Distribution Date, were entitled to indemnification, exculpation or advancement of expenses, as the case may be, under the Charter or Bylaws (the “D&O Indemnified Parties”), unless such amendment, repeal, or other modification shall be required by Law and then only to the minimum extent required by Law or approved by Veralto’s stockholders. The provisions of this Section 8.2 expressly are intended to benefit, and are enforceable by, each of the D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 8.2.

Section 8.3    Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Veralto and its Subsidiaries designated by Danaher or its Affiliates (the “Danaher D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Danaher or certain of its Affiliates (collectively, the “Danaher Indemnitors”) in connection with their service as directors or officers of Veralto or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Danaher Indemnitor, (a) Veralto is the indemnitor of first resort (i.e., Veralto’s obligations to the Danaher D&O Indemnitees are primary, and any obligation of the Danaher Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Danaher D&O Indemnitee are secondary), (b) Veralto shall be required to advance the full amount of expenses incurred by the Danaher D&O Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, any other agreement between

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Veralto and the Danaher D&O Indemnitees or the certificate of incorporation or bylaws of Veralto and (c) Veralto hereby irrevocably waives, relinquishes and releases each of the Danaher Indemnitors from any and all claims against any of the Danaher Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the Danaher Indemnitors to or on behalf of any Danaher D&O Indemnitee with respect to any claim for which a Danaher D&O Indemnitee has sought or may seek indemnification from Veralto, (i) Veralto’s obligations hereunder shall not be affected, (ii) the Danaher Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Danaher D&O Indemnitee, as applicable, against Veralto, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Danaher D&O Indemnitee in connection with his or her service as a director or officer of Veralto or any of its Subsidiaries shall constitute Veralto Liabilities.

ARTICLE IX

MISCELLANEOUS

Section 9.1    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control (except with respect to any Conveyancing and Assumption Instruments, in which case this Agreement shall control; and except with respect to any conflict between this Agreement and the Transition Services Agreement, in which case this Agreement shall control), (b) this Agreement and the provisions of any other Continuing Arrangement, this Agreement shall control, and (c) this Agreement and any agreement which is not an Ancillary Agreement, this Agreement shall control unless specifically stated otherwise in such agreement. For the avoidance of doubt, the Conveyancing and Assumption Instruments are intended to be ministerial in nature and only to effect the transactions contemplated by this Agreement with respect to the applicable local jurisdiction and shall not expand or modify the rights and obligations of the Parties or their Affiliates under this Agreement or any of the Ancillary Agreements that are not Conveyancing and Assumption Instruments. Except as expressly set forth in this Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Matters Agreement shall govern.

Section 9.2    Ancillary Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

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Section 9.3    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties (including by facsimile, by .pdf, .gif, .jpeg or similar attachment to electronic mail or by DocuSign).

Section 9.4    Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 9.5    Expenses.

(a)    Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all out-of-pocket fees and expenses incurred at or prior to the Effective Time by any member of the Danaher Group or the Veralto Group that Danaher determines, in its sole and absolute discretion, are in connection with, or as required by, the preparation, execution, delivery and implementation of this Agreement, any Ancillary Agreement and the Distribution Disclosure Documents and the consummation of the Internal Reorganization, the Contribution and the Distribution (the “Transaction-related Expenses”) shall be borne and paid by Danaher; provided, that all costs and expenses, other than the Transaction-related Expenses incurred at or prior to the Effective Time, with respect to any third party vendors or services provided to or for the benefit of any member of the Veralto Group shall be borne and paid by Veralto; provided, further, that notwithstanding anything herein to the contrary, all costs and expenses incurred with respect to the services listed on Schedule 9.5(a) shall not be deemed Transaction-related Expenses and shall be borne and paid by Veralto.

(b)    The Danaher Group shall have no responsibility for, and Veralto shall indemnify the Danaher Group in respect of, any out-of-pocket fees and expenses incurred following the Effective Time in connection with, or as required by, the preparation, execution, delivery and implementation of this Agreement, any Ancillary Agreement and the Distribution Disclosure Documents and the consummation of the Internal Reorganization, the Contribution and the Distribution (except to the extent such fees and expenses were incurred in connection with services expressly requested by Danaher in writing following the Effective Time).

(c)    Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, any costs and expenses incurred in obtaining any Consents or novation from a third party in connection with the assignment to or assumption by a Party or its Subsidiary of any Contracts in connection with the Internal Reorganization, the Contribution or the Distribution shall be borne by the Party or its Subsidiary to which such Contract is being assigned.

(d)    Except as set forth in Section 9.5(b), with respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.8, the Parties agree that any and all fees and expenses incurred by either Party shall be borne and paid by the

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requesting Party; it being understood that no Party shall be obliged to incur any third party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party. Notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel).

Section 9.6    Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed by a non-automated response (followed by delivery of an original via overnight courier service) or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.6):

To Danaher:

Danaher Corporation

2200 Pennsylvania Ave., NW - Suite 800W

Washington, DC 20037-1701

Attn: General Counsel

To Veralto:

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts 02451

Attn: General Counsel

Section 9.7    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).

Section 9.8    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) with respect to Danaher, an Affiliate of Danaher, or (ii) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party; provided, however, that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 9.8 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

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Section 9.9    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 9.10    Termination and Amendment. This Agreement (including Article V hereof) may be terminated, modified or amended at any time prior to the Effective Time by and in the sole discretion of Danaher without the approval of Veralto or the stockholders of Danaher. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Effective Time, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Danaher and Veralto.

Section 9.11    Payment Terms.

(a)    Except as set forth in Article V or as otherwise expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by a Party (and/or another member of such Party’s Group), on the one hand, to the other Party (and/or another member of such other Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b)    Except as set forth in Article V or as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate, from time to time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(c)    Unless otherwise consented to by the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Danaher or Veralto under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg; provided that in the event that any indemnification payment required to be made hereunder or under any Ancillary Agreement may be denominated in a currency other than US Dollars, the amount of such payment shall be converted into US Dollars on the date on which notice of the claim is given to the Indemnifying Party.

Section 9.12    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

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Section 9.13    Third Party Beneficiaries. Except (i) as provided in Article V relating to Indemnitees and for the release under Section 5.1 of any Person provided therein, (ii) as provided in Section 8.2 or (iii) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 9.14    Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 9.15    Exhibits and Schedules.

(a)    The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Danaher Group or the Veralto Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Danaher Group or the Veralto Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

(b)    Subject to the prior written consent of the other Party (not to be unreasonably withheld or delayed), each Party shall be entitled to update the Schedules from and after the date hereof until the Effective Time.

Section 9.16    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 9.17    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.18    Public Announcements. From and after the Effective Time, Danaher and Veralto shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except: (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange; (b) for

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disclosures made that are substantially consistent with disclosure contained in any Distribution Disclosure Document; or (c) as may pertain to disputes between one Party or any other member of its Group, on one hand, and the other Party or any other member of its Group, on the other hand.

Section 9.19    Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 9.20    No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 5.2; Section 5.3; and Section 5.4).

Section 9.21    Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal income Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 9.11) by: (i) Veralto to Danaher shall be treated for all such Tax purposes as a distribution by Veralto to Danaher with respect to stock of Veralto occurring on or immediately before the Distribution Date; or (ii) Danaher to Veralto shall be treated for all such Tax purposes as a tax-free contribution by Danaher to Veralto with respect to its stock occurring on or immediately before the Distribution Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Danaher shall notify Veralto if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

Section 9.22    No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under the Ancillary Agreements shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 9.23    No Admission of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Danaher and Veralto and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Danaher or Veralto.

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Section 9.24    Advisors. It is acknowledged and agreed by each of the Parties that (a) Danaher, on behalf of itself and the other members of the Danaher Group, has retained each of the Persons identified on Schedule 9.24 to act as counsel in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby, (b) the Persons listed on Schedule 9.24 have not acted as counsel for Veralto or any other member of the Veralto Group in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby, and (c) none of Veralto or any other member of the Veralto Group has the status of a client of the Persons listed on Schedule 9.24 for conflict of interest or any other purposes as a result thereof. Veralto hereby agrees, on behalf of itself and each other member of the Veralto Group that, in the event that a dispute arises after the Effective Time in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the Distribution and/or any of the other transactions contemplated hereby and thereby between Danaher and Veralto or any of the members of their respective Groups, each of the Persons listed on Schedule 9.24 may represent any or all of the members of the Danaher Group in such dispute even though the interests of the Danaher Group may be directly adverse to those of the Veralto Group. Veralto further agrees, on behalf of itself and each other member of the Veralto Group that, with respect to this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Danaher or the applicable member of the Danaher Group and may be controlled by Danaher or such member of the Danaher Group and shall not pass to or be claimed by Veralto or any other member of the Veralto Group. Without limiting the foregoing, Veralto acknowledges and agrees that each of Skadden, Arps, Slate, Meagher & Flom, LLP and DLA Piper is representing Danaher, and not Veralto, in connection with the transactions contemplated hereby.

Section 9.25    Plan of Reorganization. This Agreement constitutes a “plan of reorganization” within the meaning of Treas. Reg. Section 1.368-2(g).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

DANAHER CORPORATION
By:	/s/ Matthew R. McGrew
	Name: Matthew R. McGrew
	Title: Executive Vice President and Chief Financial Officer
VERALTO CORPORATION
By:	/s/ Jennifer Honeycutt
	Name: Jennifer Honeycutt
	Title: President, Chief Executive Officer and Secretary

[Signature Page to Separation and Distribution Agreement]

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VERALTO CORPORATION

(a Delaware corporation)

Veralto Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1.    The name of the Corporation is Veralto Corporation. The Corporation was originally incorporated under the name DH EAS Holding Corp. The original Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on October 26, 2022, and it was amended by a Certificate of Amendment to the Certificate of Incorporation, filed with the office of the Secretary of State of the State of Delaware on February 22, 2023, changing the Corporation’s name from DH EAS Holding Corp. to Veralto Corporation.

2.    This Amended and Restated Certificate of Incorporation, which restates and amends the Certificate of Incorporation of the Corporation, has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the board of directors and sole stockholder of the Corporation, acting by written consent in lieu of a meeting in accordance with Section 228 of the DGCL.

3.    This Amended and Restated Certificate of Incorporation shall become effective at 11:59 p.m. (Eastern Time) on September 29, 2023.

4.    The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME

Section 1.01    Name. The name of the corporation is Veralto Corporation (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

Section 2.01    Registered Address. The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, 19808. The name of the registered agent of the Corporation is Corporation Service Company.

ARTICLE III

CORPORATE PURPOSE

Section 3.01    Corporate Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

Section 4.01    Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 1,015,000,000, consisting of: (i) 1,000,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and (ii) 15,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

Section 4.02    Common Stock. The powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions of the Common Stock are as follows:

(a)    Ranking. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “Board”) upon any issuance of the Preferred Stock of any series.

(b)    Voting. Each share of Common Stock shall entitle the holder thereof to one vote in person or by proxy for each share on all matters on which such stockholders are entitled to vote. Except as expressly set forth in the applicable Certificate of Designations with respect to any such series of Preferred Stock, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designations) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon.

(c)    Dividends. The holders of shares of Common Stock shall be entitled to receive ratably such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board in its sole discretion from time to time out of assets or funds of the Corporation legally available therefor, subject to any preferential rights of any then outstanding Preferred Stock and any other provisions of this Certificate of Incorporation, as may be amended from time to time.

(d)    Liquidation. Upon the dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, holders of Common Stock shall be entitled to receive all remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them and subject to any

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preferential rights of any then outstanding Preferred Stock. For purposes of this paragraph, unless otherwise provided with respect to any then outstanding series of Preferred Stock, the voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets of the Corporation or a consolidation or merger of the Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed to be a liquidation, dissolution or winding up, either voluntary or involuntary.

(e)    No Preemptive or Subscription Rights. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

Section 4.03    Preferred Stock. The Board is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for the issuance of all or any of the shares of Preferred Stock in one or more series and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, full or limited, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following:

(a)    the designation of the series, which may be by distinguishing number, letter or title;

(b)    the number of shares of the series, which number the Board may thereafter increase or decrease, but not below the number of shares thereof then outstanding;

(c)    the entitlement to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series of capital stock;

(d)    the redemption rights and price or prices, if any, for shares of the series;

(e)    the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series;

(f)    the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(g)    whether the shares of the series shall be convertible into or exchangeable for, shares of any other class or series, or any other security, of the Corporation or any other

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corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

(h)    restrictions on the issuance of shares of the same series or any other class or series;

(i)    the voting rights, if any, of the holders of shares of the series generally or upon specified events; and

(j)    any other powers, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and any qualifications, limitations or restrictions of such shares, all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such Preferred Stock.

Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.

ARTICLE V

BOARD OF DIRECTORS

Section 5.01    Election of Directors. Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so require.

Section 5.02    Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined solely by the resolution of the Board in its sole and absolute discretion.

Section 5.03    Number of Directors. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Subject to the rights of holders of Preferred Stock, if any, the Board shall consist of not less than three (3) nor greater than fifteen (15) directors, the exact number of which shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board, and subject to the rights of the holders of the Preferred Stock, if any, the exact number may be increased or decreased by such a resolution (but not to less than three (3) nor greater than fifteen (15)).

Section 5.04    Classes of Directors. Other than those directors, if any, elected by the holders of any series of Preferred Stock, the Board shall be and is divided into three classes, as nearly equal in number as possible, designated as: Class I, Class II and Class III. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.

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Section 5.05    Terms of Office. Except for the terms of such additional directors, if any, as elected by the holders of any series of Preferred Stock, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which the director was elected. The term of the initial Class I directors shall terminate at the annual meeting of stockholders to be held in 2024; the term of the initial Class II directors shall terminate on the date of the annual meeting of stockholders to be held in 2025; and the term of the initial Class III directors shall terminate on the date of the annual meeting of stockholders to be held in 2026 or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning with the first annual meeting of stockholders to be held in 2024, successors to the class of directors whose term expires at that annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election and until his or her respective successor has been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.

Section 5.06    Vacancies. Subject to the rights of the holders of any series of Preferred Stock, vacancies on the Board by any reason, including by death, resignation, retirement, disqualification, removal from office, or otherwise, and any newly created directorships resulting from any increase in the authorized number of directors, shall be filled solely by a majority of the directors then in office, in their sole discretion, even though less than a quorum, or by a sole remaining director, in his or her sole discretion, and shall not be filled by the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

Section 5.07    Authority. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation, and any Bylaws of the Corporation adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.

Section 5.08    Advance Notice. Advance notice of stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

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ARTICLE VI

STOCKHOLDERS

Section 6.01    Cumulative Voting. No holder of Common Stock of the Corporation shall be entitled to exercise any right of cumulative voting.

Section 6.02    Stockholder Action. Subject to the terms of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 6.03    Special Meetings. Unless otherwise required by law or the terms of any resolution or resolutions adopted by the Board providing for the issuance of a class or series of the Preferred Stock, special meetings of stockholders, for any purpose or purposes, may be called by the Secretary upon a written request delivered to the Secretary by (i) the Board as set forth in the Corporation’s Bylaws, (ii) the Chairman of the Board or (iii) the Chief Executive Officer of the Corporation. The ability of the stockholders to call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

ARTICLE VII

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Section 7.01    General. In recognition and anticipation that (i) directors, officers and/or employees of Danaher may serve as directors, officers and/or employees of the Corporation, (ii) Danaher may engage in the same, similar or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, (iii) Danaher may have an interest in the same areas of corporate opportunity as the Corporation and Affiliated Companies, and (iv) as a consequence of the foregoing, it is in the best interests of the Corporation that the respective rights and obligations of the Corporation and of Danaher, and the duties of any directors, officers and/or employees of the Corporation who are also directors, officers and/or employees of Danaher, be determined and delineated in respect of any transactions between, or opportunities that may be suitable for both, the Corporation and Affiliated Companies, on the one hand, and Danaher, on the other hand, the sections of this Article VII shall to the fullest extent permitted by law regulate and define the conduct of certain of the business and affairs of the Corporation in relation to Danaher and the conduct of certain affairs of the Corporation as they may involve Danaher and its directors, officers and/or employees, and the power, rights, duties and liabilities of the Corporation and its director, officers, employees and stockholders in connection therewith.

As used in this Certificate of Incorporation, (i) “Danaher” shall mean Danaher Corporation, a Delaware corporation, any and all successors to Danaher Corporation by way of merger, consolidation or sale of all or substantially all of its assets, and any and all corporations,

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partnerships, joint ventures, limited liability companies, associations and other entities (A) in which Danaher Corporation owns, directly or indirectly, more than 50% of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (B) of which Danaher Corporation otherwise directly or indirectly controls or directs the policies or operations or (C) that would be considered subsidiaries of Danaher Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing; provided, however, that the term “Danaher” shall not include the Corporation or any entities (A) in which the Corporation owns, directly or indirectly, more than 50% of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (B) of which the Corporation otherwise directly or indirectly controls or directs the policies or operations or (C) that would be considered subsidiaries of the Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing (such entities, “Affiliated Companies”), and (ii) the term “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

For purposes of this Article VII, “corporate opportunities” shall include, but not be limited to, business opportunities which the Corporation or Affiliated Companies are financially able to undertake, which are, from their nature, in the line of the Corporation’s or Affiliated Companies’ business, are of practical advantage to it and are ones in which the Corporation or Affiliated Companies would have an interest or a reasonable expectancy, and in which, by embracing the opportunities or allowing such opportunities to be embraced by Danaher, the self-interest of Danaher or its directors, officers and/or employees will be brought into conflict with that of the Corporation or Affiliated Companies.

Nothing in this Article VII creates or is intended to create any fiduciary duty on the part of Danaher, the Corporation, any Affiliated Company, or any stockholder, director, officer or employee of any of them that does not otherwise exist under Delaware law and nothing in this Article VII expands any such duty of any such person that may now or hereafter exist under Delaware law.

To the fullest extent permitted by law, any person purchasing or otherwise acquiring any shares of capital stock of the Corporation, or any interest therein, shall be deemed to have notice of and to have consented to the provisions of this Article VII.

Section 7.02    Certain Agreements and Transactions Permitted. The Corporation may from time to time enter into and perform, and cause or permit any Affiliated Company to enter into and perform, one or more agreements (or modifications or supplements to pre-existing agreements) with Danaher pursuant to which the Corporation or an Affiliated Company, on the one hand, and Danaher, on the other hand, agree to engage in transactions of any kind or nature with each other and/or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate, and to cause their respective directors, officers and/or employees (including any who are directors, officers and/or employees of both) to allocate opportunities between them or to refer opportunities to each other. Subject to Section

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7.04, no such agreement, or the performance thereof by the Corporation or any Affiliated Company, or Danaher, shall, to the fullest extent permitted by law, be considered contrary to any fiduciary duty that any director, officer or employee of the Corporation or any Affiliated Company who is also a director, officer or employee of Danaher may owe or be alleged to owe to the Corporation or any such Affiliated Company, or to any stockholder thereof, or any legal duty or obligation Danaher may be alleged to owe on any basis, notwithstanding the provisions of this Certificate of Incorporation stipulating to the contrary. Subject to Section 7.04, to the fullest extent permitted by law, no director, officer or employee of the Corporation who is also a director, officer or employee of Danaher shall have or be under any fiduciary duty to the Corporation or any Affiliated Company to refer any corporate opportunity to the Corporation or any Affiliated Company or to refrain from acting on behalf of the Corporation or any Affiliated Company or of Danaher in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.

Section 7.03    Authorized Business Activities. Without limiting the other provisions of this Article VII, Danaher shall have no duty to communicate information regarding a corporate opportunity to the Corporation or to refrain from (i) engaging in the same or similar activities or lines of business as the Corporation, (ii) doing business with any client, customer or vendor of the Corporation or (iii) employing or otherwise engaging any director, officer or employee of the Corporation. To the fullest extent permitted by law, except as provided in Section 7.04, no officer, director or employee of the Corporation who is also a director, officer or employee of Danaher shall be deemed to have breached his or her fiduciary duties, if any, to the Corporation solely by reason of Danaher’s engaging in any such activity.

Section 7.04    Corporate Opportunities. Except as otherwise agreed in writing between the Corporation and Danaher, for so long as Danaher has one or more directors, officers or employees serving as a director, officer or employee of the Corporation, in the event that a director, officer or employee of the Corporation who is also a director, officer or employee of Danaher acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Corporation and Danaher, such director, officer or employee shall to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty, if any, with respect to such corporate opportunity, and the Corporation to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Corporation or any Affiliated Company, if such director, officer or employee acts in a manner consistent with the following policy: such a corporate opportunity offered to any person who is a director or an officer or employee of the Corporation and who is also a director, officer or employee of Danaher shall belong to the Corporation only if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation and otherwise shall belong to Danaher.

The foregoing policy, and the action of any director, officer or employee of Danaher, the Corporation or any Affiliated Company taken in accordance with, or in reliance upon, the foregoing policy or in entering into or performing any agreement, transaction or arrangement is deemed and presumed to be fair to the Corporation.

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Except as otherwise agreed in writing between the Corporation and Danaher, if a director, officer or employee of the Corporation, who also serves as a director, officer or employee of Danaher, acquires knowledge of a potential corporate opportunity for both the Corporation and Danaher in any manner not addressed by this Article VII, such director, officer or employee shall have no duty to communicate or present such corporate opportunity to the Corporation and shall to the fullest extent permitted by law not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director, officer or employee of the Corporation by reason of the fact that Danaher pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or does not present such corporate opportunity to the Corporation, and the Corporation to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should be presented to the Corporation.

Section 7.05    Delineation of Indirect Interests. To the fullest extent permitted by law, no director, officer or employee of the Corporation or any Affiliated Company shall be deemed to have an indirect interest in any matter, transaction or corporate opportunity that may be received or exploited by, or allocated to, Danaher, merely by virtue of being a director, officer or employee of Danaher, unless such director, officer or employee’s role with Danaher involves direct responsibility for such matter, in his or her role with Danaher, such director, officer or employee exercises supervision over such matter, or the compensation of such director, officer or employee is materially affected by such matter. Such director, officer or employee’s compensation shall not be deemed to be materially affected by such matter if it is only affected by virtue of its effect on the value of Danaher capital stock generally or on Danaher’s results or performance on an enterprise-wide basis.

Section 7.06    Special Approval Procedures. If, notwithstanding the provisions of this Article VII, it is deemed desirable by Danaher, the Corporation or an Affiliated Company or any other party that the Corporation take action with specific regard to a particular transaction, corporate opportunity or a type or series of transactions or corporate opportunities to ensure, out of an abundance of caution, that such transaction or transactions are not voidable, or that such an opportunity or opportunities are effectively disclaimed, the Corporation may employ any of the following procedures:

(a)    the material facts of the transaction and the director’s, officer’s or employee’s interest are disclosed or known to the Board or a duly appointed committee of the Board and the Board or such committee authorizes, approves, or ratifies the transaction by the affirmative vote or consent of a majority of the directors (or committee members) who have no direct or indirect interest in the transaction and, in any event, of at least two directors (or committee members); or

(b)    the material facts of the transaction and the director’s interest are disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such transaction.

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The interested director or directors may be counted in determining the presence of a quorum at such meeting. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any actions taken under clause (a) above.

One or more matters, transactions or corporate opportunities approved pursuant to any of the foregoing procedures are not void or voidable and shall not give rise to any equitable relief or damages or other sanctions against any director, officer, employee or stockholder (including Danaher) of the Corporation on the ground that the matter, transaction or corporate opportunity should have first been offered to the Corporation. Nothing in this Article VII requires any matter to be considered by the Board or the stockholders of the Corporation and, in all cases, directors, officers and employees of the Corporation are authorized to refrain from bringing a matter otherwise addressed in this Article VII before the Board or the stockholders for consideration unless such matter is required to be considered by the Board or stockholders, as applicable, under Delaware law. This Article VII shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common, equitable, or statutory law applicable thereto.

ARTICLE VIII

LIMITATION ON LIABILITY; INDEMNIFICATION

Section 8.01    Limitation on Liability. To the fullest extent permitted by the DGCL, as it now exists and as it may hereafter be amended, no director or Officer (as defined below) of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of a fiduciary duty as a director or Officer, as applicable, except for liability of (i) a director or Officer for any breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or Officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, (iv) a director or Officer for any transaction from which the director or Officer derived an improper personal benefit, or (v) an Officer in any action by or in the right of the Corporation; provided that if the DGCL shall be amended or modified hereafter to authorize the further elimination or limitation of the liability of directors or Officers, then the liability of a director or Officer of the Corporation, as applicable, shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended or modified. No amendment to, modification of or repeal of this Section 8.01 shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director or Officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions of such director or Officer, as applicable, occurring prior to such amendment, modification or repeal. All references in this Section 8.01 to an “Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of the DGCL.

Section 8.02    Indemnification. The Corporation shall indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that he or she, his or her testator or intestate, is or was a director or officer of the Corporation or by reason of the fact

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that such director or officer, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was a director, officer or employee of the Corporation serving at the request of the Corporation as a director, manager, officer, employee, trustee or agent of, or in a fiduciary capacity with respect to, another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Section 8.02.

The right of indemnification provided in this Section 8.02 shall not be exclusive, and shall be in addition to any other right to which any person may otherwise be entitled by law, statue, under the Bylaws of the Corporation, or under any agreement, vote of stockholders or disinterested directors, or otherwise. Any amendment, repeal or modification of this Section 8.02 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE IX

FORUM SELECTION

Section 9.01    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws of the Corporation or (iv) any action asserting a claim governed by the internal affairs doctrine; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall be the sole and exclusive forum for any action asserting a claim arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.01. Failure to enforce the foregoing provisions would cause the

11

Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunction and specific performance, to enforce the forgoing provisions. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Section 9.01 with respect to any current or future actions or claims. The provisions of this Section 9.01 do not apply to claims brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.

ARTICLE X

AMENDMENT

Section 10.01    Certificate of Incorporation. The Corporation shall have the right, from time to time, to amend, alter, change or repeal any provision of this Certificate of Incorporation in any manner now or hereafter provided by this Certificate of Incorporation, the Bylaws of the Corporation or the DGCL, and all rights, preferences, privileges and powers of any kind conferred upon any director or stockholder of the Corporation by this Certificate of Incorporation or any amendment thereof are conferred subject to such right. Notwithstanding anything contained in this Certificate of Incorporation to the contrary (and in addition to any vote required by law), the affirmative vote of the holders of at least two-thirds of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote thereon, voting as a single class, shall be required to amend, alter, change, or repeal or to adopt any provision inconsistent with Article V, Article VI, Article VII, Article VIII and this Article X.

Section 10.02    Bylaws. In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered, without the assent or vote of the stockholders, to adopt, amend and repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board shall require the approval by the majority of the entire Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds of the total voting power of the outstanding shares of all classes of capital stock entitled to vote thereon, voting as a single class, shall be required to amend, repeal or adopt any provision of the Bylaws of the Corporation.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this 29th day of September, 2023.

VERALTO CORPORATION
By:	/s/ Jennifer Honeycutt
	Name:	Jennifer Honeycutt
	Title:	President, Chief Executive Officer and Secretary

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

VERALTO CORPORATION

(a Delaware corporation)

Effective September 29, 2023

TABLE OF CONTENTS

Article I
Offices
Section 1.01	Registered Office	5
Section 1.02	Other Offices	5
Article II
Meetings of the Stockholders
Section 2.01	Place of Meetings	5
Section 2.02	Annual Meeting	5
Section 2.03	Special Meetings	5
Section 2.04	Record Date	6
Section 2.05	Notice of Meetings	6
Section 2.06	List of Stockholders	6
Section 2.07	Quorum	7
Section 2.08	Adjournments	7
Section 2.09	Conduct of Meetings	7
Section 2.10	Voting; Proxy	8
Section 2.11	Advance Notice of Stockholder Nominations and Proposals	8
Section 2.12	Consent of Stockholders in Lieu of Meeting	12
Section 2.13	Inspectors at Meetings of Stockholders	12
Article III
Board of Directors
Section 3.01	General Powers	13
Section 3.02	Number; Term of Office	13
Section 3.03	Newly Created Directorships and Vacancies	14
Section 3.04	Resignation and Removal of Directors	14
Section 3.05	Compensation	14
Section 3.06	Regular Meetings	14
Section 3.07	Special Meetings	14
Section 3.08	Telephone Meetings	15
Section 3.09	Adjourned Meetings	15
Section 3.10	Notices	15

Section 3.11	Waiver of Notice	15
Section 3.12	Organization	15
Section 3.13	Quorum of Directors	15
Section 3.14	Action By Majority Vote	16
Section 3.15	Action Without Meeting	16
Section 3.16	Interested Directors; Quorum	16
Section 3.17	Committees of the Board	16
Article IV
Officers
Section 4.01	Positions and Election	17
Section 4.02	Term	17
Section 4.03	Resignation	17
Section 4.04	Vacancies	17
Section 4.05	Chief Executive Officer; President	18
Section 4.06	Vice Presidents	18
Section 4.07	Secretary; Assistant Secretary	18
Section 4.08	Treasurer; Assistant Treasurer	18
Section 4.09	Delegation of Authority	18
Section 4.10	Voting Securities Owned by the Corporation	18
Section 4.11	Chair of the Board	19
Article V
Stock Certificates and Their Transfer
Section 5.01	Certificates Representing Shares	19
Section 5.02	Transfers of Stock	19
Section 5.03	Transfer Agents and Registrars	19
Section 5.04	Lost, Stolen or Destroyed Certificates	20
Section 5.05	Dividend Record Date	20
Section 5.06	Record Owners	20
Article VI
General Provisions
Section 6.01	Corporate Seal	20
Section 6.02	Fiscal Year	20

Section 6.03	Contracts	20
Section 6.04	Checks, Notes, Drafts, Etc.	20
Section 6.05	Dividends	21
Section 6.06	Conflict With Applicable Law or Certificate of Incorporation	21
Article VII
Indemnification
Section 7.01	Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation	21
Section 7.02	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	21
Section 7.03	Authorization of Indemnification	22
Section 7.04	Good Faith Defined	22
Section 7.05	Indemnification by a Court	23
Section 7.06	Expenses Payable in Advance	23
Section 7.07	Non-exclusivity of Indemnification and Advancement of Expenses	23
Section 7.08	Insurance	23
Section 7.09	Certain Definitions for Purposes of Article VII	24
Section 7.10	Limitations	24
Section 7.11	Survival of Indemnification and Advancement of Expenses	24
Section 7.12	Savings Clause	24
Article VIII
Amendments
Section 8.01	Amendments	24

FORM OF

AMENDED AND RESTATED BYLAWS

OF

VERALTO CORPORATION

(a Delaware corporation)

ARTICLE I

OFFICES

Section 1.01    Registered Office. The address of the registered office of Veralto Corporation (the “Corporation”) in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, 19808. The name of the registered agent of the Corporation is Corporation Service Company.

Section 1.02    Other Offices. The Corporation may also have offices at such other places within or without the State of Delaware as the board of directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may from time to time require.

ARTICLE II

MEETINGS OF THE STOCKHOLDERS

Section 2.01    Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board and stated in the notice of meeting.

Section 2.02    Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board and stated in the notice of the meeting. The Board may postpone, reschedule or cancel any annual meeting previously scheduled by the Board.

Section 2.03    Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), and subject to the rights of the holders of preferred stock, a special meeting of stockholders, for any purpose or purposes, may be called by the Secretary upon a written request delivered to the Secretary by (a) the Board pursuant to a resolution adopted by a majority of the entire Board, (b) the Chairman of the Board or (c) the Chief Executive Officer of the Corporation. The ability of the stockholders to call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto). The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the

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Board Business transacted at all special meetings shall be limited to the matters specifically stated in the Corporation’s notice of special meeting (or any supplement thereto). Nothing herein shall prohibit the Board from submitting additional matters to stockholders at any such special meeting. Special meetings shall be held within or without the State of Delaware, as the Board shall designate.

Section 2.04    Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 2.05    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the place, if any, date, hour, and means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting shall be given by the Corporation not less than ten (10) days nor more than sixty (60) days before the meeting (unless otherwise required by law) to every stockholder entitled to vote at the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed (including by electronic transmission in accordance with applicable law) to the stockholders at their address appearing on the books of the Corporation. Notice by mail is deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, and notice by electronic transmission shall be deemed given pursuant Section 232(b) of the General Corporation Law of the State of Delaware (the “DGCL”). Any stockholder may waive notice of any meeting, either before or after the meeting. The attendance of any stockholder at any meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06    List of Stockholders. The Secretary shall prepare, or have prepared, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder. Such list shall be open to the

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examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting at the principal place of business of the Corporation. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07    Quorum. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.07, until a quorum shall be present or represented.

Section 2.08    Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting in accordance with the requirements of Section 2.05 shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.09    Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chair of the Board, or in his or her absence or inability to act, the Chief Executive Officer, or, in his or her absence or inability to act, the person whom the Board shall appoint, shall act as chair of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chair of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by

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participants. The chair shall have the power to adjourn any meeting of the stockholders from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 2.10    Voting; Proxy. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 2.04, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in this Section 2.09. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Except as provided in Section 3.03, and subject to any rights of the holders of preferred stock to elect any directors voting separately as a class or series, at each annual meeting of stockholders, the directors to be elected at the meeting shall be chosen by a plurality of the votes cast by the holders of shares entitled to vote in the election at the meeting, provided that a quorum is present. For purposes of this Section 2.09, a “plurality of the votes cast” shall mean that the individuals with the highest number of votes are elected as directors up to the maximum number of directors to be elected.

Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder by proxy filed with the Secretary before or at the time of the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless such proxy provides for a longer period.

Section 2.11    Advance Notice of Stockholder Nominations and Proposals.

(a)    Timely Notice. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board or any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board or any committee thereof, or (iii) otherwise properly brought before an annual meeting by a stockholder who: (A) is a stockholder of record of the Corporation at the time such notice of meeting is delivered and at the time the notice required hereunder is delivered to the Secretary, (B) is entitled to vote at the meeting, (C) complies with the notice procedures and disclosure requirements set forth in this Section 2.10, and (D) complies with the requirements of Rule 14a-19 promulgated under the Exchange Act if such stockholder is making director nominations. In addition, any proposal of business (other than the nomination of persons for election to the Board) must be a proper matter for stockholder action. For business (including, but not limited

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to, director nominations) to be properly brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice thereof pursuant to this Section 2.10(a) or Section 2.10(c) below, as applicable, in writing to the Secretary even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board. To be timely, a Proposing Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation: (x) not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred and twentieth (120th) day in advance of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day that is within thirty (30) days before or after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual meeting of stockholders, not later than the close of business on the tenth (10th) day following the date of Public Disclosure of the date of such meeting. In no event shall any adjournment or postponement of an annual meeting, or the Public Disclosure thereof, commence a new notice time period (or extend any notice time period). For purposes of timely notice at the 2024 annual meeting of stockholders of the Corporation, a Proposing Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the date of Public Disclosure of the date of such meeting.

(b)    Stockholder Nominations. For the nomination of any person or persons for election to the Board whether at an annual meeting or a properly called special meeting of stockholders, a Proposing Stockholder’s notice to the Secretary shall set forth (i) the name, age, business address and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) (A) the number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee and any affiliates or associates of such nominee (if any) and (B) a description of any agreement, arrangement or understanding of the type described in clause (vi)(C) or (vi)(D) of this section, but as it relates to each such nominee rather than the Proposing Stockholder, (iv) (A) if any such nominee is a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, or has received any compensation or other payment from any person or entity other than the Corporation, in each case in connection with candidacy or service as a director of the Corporation, a detailed description of such agreement, arrangement or understanding and its terms or of any such compensation received and (B) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (v) the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected and a representation by the nominee to the effect that, if elected, the nominee will agree to and abide by all policies of the Board (including corporate governance guidelines) and, to the extent applicable to Directors, all policies and ethics codes of the Corporation, in each case, as may be in place at any time and from time to time, (vi) that the nominee is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to who such nominee, if elected as a director of the

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Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or any Voting Commitment that could limit or interfere with such nominee’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, and (vii) as to the Proposing Stockholder: (A) the name and address of the Proposing Stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is being made, (B) the class and number of shares of the Corporation which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder’s notice, (C) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Proposing Stockholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proposing Stockholder or any of its affiliates or associates with respect to shares of stock of the Corporation, (E) a representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (F) a representation whether the Proposing Stockholder intends to (1) deliver a proxy statement and form of proxy to holders of at least the percentage of the voting power of all shares of capital stock of the Corporation reasonably believed by the Proposing Stockholder to be sufficient to elect the nominee or nominees proposed to be nominated by the Proposing Stockholder and/or otherwise to solicit proxies or votes from stockholders in support of such election and (2) solicit proxies or votes from stockholders pursuant to Rule 14a-19 under the Exchange Act, and (G) with respect to (B), (C) and (D) above, a representation that the Proposing Stockholder will within five (5) days notify the Corporation in writing of the same as of the record date for the meeting promptly following the later of the record date or the date of the first Public Disclosure of the record date. If a Proposing Stockholder’s notice provides a representation that the Proposing Stockholder intends to solicit proxies or votes from stockholders pursuant to Rule 14a-19 under the Exchange Act, (x) such notice must include all other information required by Rule 14a-19 under the Exchange Act and must be accompanied by a written consent of each proposed nominee to being named as a nominee in any proxy statement relating to the annual or special meeting of stockholders, as applicable, and to serve as a director if elected, (y) the Proposing Stockholder must notify the Secretary within two (2) business days of any change in such Proposing Stockholder’s intent to solicit proxies or votes from the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees, and (z) upon request by the Corporation, the Proposing Stockholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable stockholder meeting, reasonable evidence that the Proposing Stockholder has complied with the applicable requirements of Rule 14a-19 under the Exchange Act. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an

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independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(c)    Other Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder’s notice to the Secretary shall set forth as to each matter the Proposing Stockholder proposes to bring before the annual meeting or properly called special meeting, as the case may be: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the text of any proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of such proposed amendment), (iii) any other information relating to such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a description of all agreements, arrangements, or understandings between or among such Proposing Stockholder, or any affiliates or associates of such Proposing Stockholder, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such Proposing Stockholder or any affiliates or associates of such Proposing Stockholder, in such business, including any anticipated benefit therefrom to such Proposing Stockholder, or any affiliates or associates of such Proposing Stockholder and (v) the information required by Section 2.10(b)(vi) above.

(d)    Proxy Rules. The foregoing notice requirements of Section 2.10(c) shall be deemed satisfied by a stockholder with respect to inclusion in the proxy statement referenced below of a proposal with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present such proposal at an annual meeting in compliance with Rule 14a-8 under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(e)    Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (x) by or at the direction of the Board or any committee thereof or (y) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10 is delivered to the Secretary, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2.10. If the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by this Section 2.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not later

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than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or Public Disclosure of the date of the special meeting was made, whichever first occurs. In no event shall any adjournment or postponement of a special meeting, or the Public Disclosure thereof, commence a new time period (or extend any notice time period).

(f)    Effect of Noncompliance. Notwithstanding anything in these Bylaws to the contrary: (i) no nominations shall be made or business shall be conducted at any annual meeting or special meeting except in accordance with the procedures set forth in this Section 2.10, and (ii) unless otherwise required by law, if a Proposing Stockholder intending to propose business or make nominations at an annual meeting or special meeting pursuant to this Section 2.10 does not provide the information required under this Section 2.10 to the Corporation in accordance with the applicable timing requirements set forth in these Bylaws, or the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation. Without limiting the foregoing, if the chairman of the meeting determines that a nomination was not made in accordance with the procedures set forth in this Section 2.10 or that the solicitation in support of the nominees other than the Corporation’s nominees was not conducted in compliance with Rule 14a-19 under the Exchange Act, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

(g)    For purposes of this Section 2.10:

(i)    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(ii)    “Public Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 2.12    Consent of Stockholders in Lieu of Meeting. Except as otherwise expressly provided by the terms of any series of preferred stock permitting the holders of such series of preferred stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

Section 2.13    Inspectors at Meetings of Stockholders. The Board, by resolution, the Chair or Chief Executive Officer, in advance of any meeting of stockholders, shall appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more

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inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law, and shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 3.02    Number; Term of Office. The number of directors of the Corporation shall be fixed from time to time by resolution of the Board but shall not be less than three (3) nor more than fifteen (15). The directors shall be divided into three (3) classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The term of the initial Class I directors shall terminate on the date of the annual meeting of stockholders to be held in 2024; the term of the initial Class II directors shall terminate on the date of the annual meeting of stockholders to be held in 2025; and the term of the initial Class III directors shall terminate on the date of the annual meeting of stockholders to be held in 2026 or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning with the annual meeting of stockholders to be held in 2024, successors to the class of directors whose term expires at that annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election and until his or her respective successor has been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected

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to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.

Section 3.03    Newly Created Directorships and Vacancies. Subject to the terms of any one or more series of preferred stock entitled to elect directors, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board shall be filled solely by a majority of the remaining members of the Board, although less than a quorum, or by a sole remaining director. A director appointed to fill a vacancy on the Board shall hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.

Section 3.04    Resignation and Removal of Directors. Any director may resign from the Board or any committee thereof at any time by notice given in writing or by electronic transmission to the Chair of the Board, the Chief Executive Officer or the Secretary of Corporation and, in the case of any committee, to the chair of such committee. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified, and acceptance of such resignation shall not be necessary to make it effective.

Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the total voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors. Any director serving on a committee of the Board may be removed from such committee at any time by the Board.

Section 3.05    Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary for services as a director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for services as committee members.

Section 3.06    Regular Meetings. Regular meetings of the Board may be held without notice at such times and at such places as may be determined from time to time by the Board or its chair.

Section 3.07    Special Meetings. Special meetings of the Board may be held at such times and at such places as may be determined by the chair or the Chief Executive Officer at least twenty-four (24) hours’ notice to each director given by one of the means specified in Section 3.10 hereof other than by mail or on at least three (3) days’ notice if given by mail. Special meetings shall be called by the chair or the Chief Executive Officer in like manner and on like notice on the written request of a majority of the directors.

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Section 3.08    Telephone Meetings. Unless otherwise provided in the Certification of Incorporation or these Bylaws, the Board or Board committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.08 shall constitute presence in person at such meeting.

Section 3.09    Adjourned Meetings. A majority of the directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least twenty-four (24) hours’ notice of any adjourned meeting of the Board shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.10 hereof other than by mail, or at least three (3) days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.10    Notices. Subject to Section 3.07, Section 3.09 and Section 3.11 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these Bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.

Section 3.11    Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board or committee meeting need be specified in any waiver of notice.

Section 3.12    Organization. At each meeting of the Board, or any committee thereof, the chair, or in his or her absence, another director selected by the Board or the committee, as applicable, shall preside. Except as provided below, the Secretary shall act as secretary at each meeting of the Board and of each committee thereof. If the Secretary is absent from any meeting of the Board or any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 3.13    Quorum of Directors. The presence of a majority of the Board or any Board committee shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board or committee, as applicable.

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Section 3.14    Action By Majority Vote. Except as otherwise expressly required by these Bylaws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.15    Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee in accordance with applicable law.

Section 3.16    Interested Directors; Quorum.

(a)    No contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors of the Corporation is a director or officer, or has a financial interest, shall be void or voidable, because the director is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because such director’s vote is counted for such purpose, if:

(i)    the material facts as to such director’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested Directors be less than a quorum;

(ii)    the material facts as to such director’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(iii)    the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof, or the stockholders; and

(b)    Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 3.17    Committees of the Board. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed for trading, if a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting

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and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board conducts its business pursuant to this Article III. Notwithstanding anything to the contrary contained in this Article III, any resolution of the Board establishing or directing any committee of the Board or establishing or amending the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

ARTICLE IV

OFFICERS

Section 4.01    Positions and Election. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers with such other titles as the Board shall determine, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board may appoint such other officers as it may deem appropriate. Any two or more offices may be held by the same person. Officers may, but need not, be directors or stockholders of the Corporation. The salaries of all officers shall be shall be fixed by the Board.

Section 4.02    Term. Each officer of the Corporation shall hold office until such officer’s successor is duly elected and qualified or until such officer’s earlier death, resignation or removal. The Board may remove any officer at any time with or without cause by the majority vote of the members of the Board.

Section 4.03    Resignation. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon receipt unless such notice provides that the resignation is effective at some later time or upon the occurrence of some later event.

Section 4.04    Vacancies. A vacancy occurring in any office shall be filled in the same manner as provided for the election or appointment to such office.

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Section 4.05    Chief Executive Officer; President. Unless the Board has designated another person as the Corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are delegated to such officer by the Board. The President shall perform such other duties and shall have such other powers as the Board or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe.

Section 4.06    Vice Presidents. Each Vice President shall have such powers and perform such duties as may be assigned to him or her from time to time by the Board or the Chief Executive Officer (or the President if there is no Chief Executive Officer). The Board may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board.

Section 4.07    Secretary; Assistant Secretary. The Secretary, or an Assistant Secretary, shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board, and shall perform such other duties as may be assigned by the Board. The Secretary, or an Assistant Secretary, shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

Section 4.08    Treasurer; Assistant Treasurer. The Treasurer, or an Assistant Treasurer, shall have the custody of the corporate funds and other property of the Corporation, except as otherwise provided by the Board, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer, or an Assistant Treasurer, shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and whenever requested by the Board, shall render an account of all his or her transactions as treasurer and of the financial condition of the Corporation, and shall perform such other duties as may be assigned by the Board.

Section 4.09    Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding the provisions herein.

Section 4.10    Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, any President, any Vice President or any other officer authorized to do so by the Board and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any

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such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.11    Chair of the Board. The Board, in its discretion, may choose a Chair (who shall be a director but need not be elected as an officer). The Chair of the Board shall preside at all meetings of the stockholders and the Board. In the absence of the Chair, the Chief Executive Officer (if then serving as a director) shall preside at such meetings. The Chair of the Board shall perform such other duties and may exercise such other powers as may from time to time be assigned by these Bylaws or by the Board.

ARTICLE V

STOCK CERTIFICATES AND THEIR TRANSFER

Section 5.01    Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that the Board may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the chair, any vice chair, the president or any vice president, and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

Section 5.02    Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5.03    Transfer Agents and Registrars. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

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Section 5.04    Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated shares in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board may prescribe, including the presentation of reasonable evidence of such loss, theft or destructions and the giving of such indemnity and posting of such bond sufficient to indemnify the Corporation or the transfer agent or registrar against any claim that may be made against them.

Section 5.05    Dividend Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 5.06    Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

ARTICLE VI

GENERAL PROVISIONS

Section 6.01    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal of the Corporation shall be in such form as shall be approved by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board.

Section 6.02    Fiscal Year. Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation shall end on December 31.

Section 6.03    Contracts. Except as otherwise provide in these Bylaws, the Board may authorize any officer or officers to enter into any contract or to execute or deliver any instrument on behalf of the Corporation and such authority may be general or limited to specific instances. Any officer so authorized may, unless the authorizing resolution otherwise provides, delegate such authority to one or more subordinate officers, employees or agents, and such delegation may provide for further delegation.

Section 6.04    Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the

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Corporation by such officer, officers, person or persons as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation.

Section 6.05    Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting of the Board (or any action by written consent in lieu thereof in accordance with Section 3.15), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board may modify or abolish any such reserve.

Section 6.06    Conflict With Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

ARTICLE VII

INDEMNIFICATION

Section 7.01    Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 7.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 7.02    Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 7.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact

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that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 7.03    Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 7.01 or Section 7.02, as the case may be. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case. Any person seeking indemnification from the Corporation under this Article VII must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such person for which indemnity will or could be sought.

Section 7.04    Good Faith Defined. For purposes of any determination under Section 7.03, to the extent permitted by law, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him or her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 7.04 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a director or officer. The provisions of this Section 7.04 shall not be deemed to be exclusive or to limit in any way the circumstances in

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which a person may be deemed to have met the applicable standard of conduct set forth in Section 7.01 or Section 7.02, as the case may be.

Section 7.05    Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 7.03, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 7.01 and Section 7.02. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standards of conduct set forth in Section 7.01 or Section 7.02, as the case may be. Notice of any application for indemnification pursuant to this Section 7.05 shall be given to the Corporation promptly upon the filing of such application.

Section 7.06    Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VII (which undertaking shall be accepted without reference to the financial ability of the person to make such repayment); provided, however, that, with respect to persons who are not directors, no advancement of expenses shall be made under this Article VII if the Corporation shall determine that (i) such person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, such person had reasonable cause to believe his or her conduct was unlawful. A director or officer seeking advancement of expenses shall submit to the Corporation a written request.

Section 7.07    Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 7.01 and Section 7.02 shall be made to the fullest extent permitted by law. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Section 7.01 or Section 7.02 but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 7.08    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his

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or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VII.

Section 7.09    Certain Definitions for Purposes of Article VII. Terms used in this Article VII and defined in Section 145(h) or Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) or Section 145(i).

Section 7.10    Limitations. Notwithstanding anything to the contrary in this Article VII, the Corporation shall not be required to indemnify any person pursuant to this Article VII in connection with a proceeding (or part thereof) initiated by that person unless (1) the initiation thereof was approved by the Board of Directors of the Corporation or (2) the initiation thereof was in connection with successfully establishing that person’s right to indemnification or advancement of expenses under this Article VII. Notwithstanding anything to the contrary in this Article VII, the Corporation shall not indemnify a person to the extent such person has been reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to a person and such person is subsequently reimbursed from the proceeds of insurance, such person shall promptly refund indemnification payments to the Corporation to the extent of such insurance reimbursement.

Section 7.11    Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. A right to indemnification and to advancement of expenses arising under this Article VII shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

Section 7.12    Savings Clause. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated.

ARTICLE VIII

AMENDMENTS

Section 8.01    Amendments. These Bylaws may be amended, altered, changed, adopted and repealed or new bylaws adopted by the Board or by the stockholders as expressly provided in the Certificate of Incorporation.

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EX-10.1

Exhibit 10.1

EMPLOYEE MATTERS AGREEMENT

by and between

DANAHER CORPORATION

And

VERALTO CORPORATION

Dated as of September 29, 2023

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1	General	1
Section 1.2	References; Interpretation	6
ARTICLE II
GENERAL PRINCIPLES
Section 2.1	Nature of Liabilities	7
Section 2.2	Transfers of Employees and Independent Contractors Generally	7
Section 2.3	Assumption and Retention of Liabilities Generally	8
Section 2.4	Treatment of Compensation and Benefit Arrangements; Terms of Employment	9
Section 2.5	Participation in Danaher Benefit Arrangements	9
Section 2.6	Service Recognition	9
Section 2.7	Collective Bargaining Agreements	10
Section 2.8	Information and Consultation	10
Section 2.9	WARN	10
ARTICLE III
CERTAIN BENEFIT PLAN PROVISIONS
Section 3.1	Health and Welfare Benefit Plans	11
Section 3.2	U.S. Defined Benefit Plans	12
Section 3.3	U.S. Savings Plans	12
Section 3.4	Danaher Deferred Compensation Plans	13
Section 3.5	Danaher Canadian RPP/RRSP	13
Section 3.6	Non-U.S. Plans	14
Section 3.7	Treatment of Certain Plans	14
Section 3.8	Chargeback of Certain Costs	14
ARTICLE IV
EQUITY INCENTIVE AWARDS
Section 4.1	Treatment of Danaher Stock Options	14

i

Section 4.2	Treatment of Danaher Time-Based Restricted Stock Units	15
Section 4.3	Treatment of Danaher Performance Stock Units	15
Section 4.4	Veralto Stock Plan	16
Section 4.5	General Terms	16
ARTICLE V
ADDITIONAL MATTERS
Section 5.1	Cash Incentive Programs	17
Section 5.2	Time-Off Benefits	18
Section 5.3	Workers’ Compensation Liabilities	18
Section 5.4	COBRA Compliance in the United States	18
Section 5.5	Retention Bonuses	19
Section 5.6	Code Section 409A	19
Section 5.7	Payroll Taxes and Reporting	19
Section 5.8	Regulatory Filings	19
Section 5.9	Disability	19
Section 5.10	Certain Requirements	20
ARTICLE VI
GENERAL AND ADMINISTRATIVE
Section 6.1	Employer Rights	20
Section 6.2	Effect on Employment	20
Section 6.3	Consent of Third Parties	20
Section 6.4	Access to Employees	21
Section 6.5	Beneficiary Designation/Release of Information/Right to Reimbursement	21
Section 6.6	No Third Party Beneficiaries	21
Section 6.7	No Acceleration of Benefits	21
Section 6.8	Employee Benefits Administration	21
ARTICLE VII
MISCELLANEOUS
Section 7.1	Entire Agreement	22
Section 7.2	Counterparts	22
Section 7.3	Survival of Agreements	22
Section 7.4	Notices	22
Section 7.5	Waivers	22
Section 7.6	Assignment	23

ii

Section 7.7	Successors and Assigns	23
Section 7.8	Termination and Amendment	23
Section 7.9	Subsidiaries	23
Section 7.10	Title and Headings	23
Section 7.11	Governing Law	23
Section 7.12	Severability	23
Section 7.13	Interpretation	24
Section 7.14	No Duplication; No Double Recovery	24
Section 7.15	No Waiver	24
Section 7.16	No Admission of Liability	24

iii

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation Agreement, shall have the meaning set forth in Section 1.1.

W I T N E S S E T H:

WHEREAS, Danaher, acting through its direct and indirect Subsidiaries, currently conducts the Danaher Retained Business and the Veralto Business;

WHEREAS, the Board of Directors of Danaher (the “Board”) has determined that it is appropriate, desirable and in the best interests of Danaher and its stockholders to separate Danaher into two separate, publicly traded companies, one for each of (i) the Danaher Retained Business, which shall be owned and conducted, directly or indirectly, by Danaher and its Subsidiaries (other than Veralto and its Subsidiaries) and (ii) the Veralto Business, which shall be owned and conducted, directly or indirectly, by Veralto and its Subsidiaries, in the manner contemplated by the Separation and Distribution Agreement by and between the Parties, dated as of the date hereof (the “Separation Agreement”);

WHEREAS, pursuant to the Separation Agreement, Danaher and Veralto have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs between them and to address certain other employment-related matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1    General. As used in this Agreement, the following terms shall have the following meanings:

(1)    “Accrued Incentive Amount” shall mean the aggregate amount accrued by Danaher in respect of certain Veralto Employees selected by Danaher under any cash incentive compensation and sales commission programs applicable to such Veralto Employees and unpaid as of the date on which the employment or services of such Veralto Employees are transferred to Veralto.

(2)    “Agreement” shall have the meaning set forth in the Preamble.

(3)    “Automatic Transfer Employees” shall mean any Veralto Employee, where local employment Laws, including the Transfer Regulations, provide for an automatic transfer of such employees to a member of the Veralto Group by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement.

(4)    “Benefit Arrangement” shall mean each Benefit Plan and Benefit Policy.

(5)    “Benefit Plan” shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit or other fringe benefit (whether or not taxable), that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation plans, policies, programs and arrangements.

(6)    “Benefit Policy” shall mean, with respect to an entity, each plan, program, arrangement, agreement or commitment that is a vacation pay or other paid or unpaid leave policy or practice sponsored or maintained by such entity (or to which such entity contributes or is required to contribute) or in which it participates.

(7)    “Board” shall have the meaning set forth in the Recitals.

(8)    “Chemtreat Plan” shall mean the Chemtreat Rule of 80, pre-65 Retiree Medical Plan.

(9)    “Collective Bargaining Agreement” shall mean all agreements with the collective bargaining representatives, employee representatives, trade unions, labor or management organizations, groups of employees, or works councils or similar representative bodies of Veralto Employees, including all national or sector specific collective agreements which are applicable to Veralto Employees, in each case in effect immediately prior to the date on which the applicable Veralto Employees become employed by a member of the Veralto Group, that set forth terms and conditions of employment of Veralto Employees, and all modifications of, or amendments to, such agreements and any rules, procedures, awards or decisions of competent jurisdiction interpreting or applying such agreements.

(10)    “Danaher” shall have the meaning set forth in the Preamble.

(11)    “Danaher Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to by any member of the Danaher Group.

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(12)    “Danaher Canadian RPP/RRSP” shall mean (i) the Danaher Corporation & Subsidiaries Pension Plan (Registered Pension Plan) and (ii) The Group Retirement Program Savings Plan (RSP) for the Employees of Danaher Corporation & Subsidiaries.

(13)    “Danaher Canadian Welfare Plan” shall mean any Danaher Welfare Plan maintained in Canada.

(14)    “Danaher Deferred Compensation Plans” shall mean (i) the Danaher Corporation & Subsidiaries Executive Deferred Incentive Program, as amended, (ii) the Danaher Deferred Compensation Plan, and (iii) the Danaher Excess Contribution Program as Established as a Sub-Plan Under the Danaher Corporation 2007 Omnibus Incentive Plan, as Amended and Restated.

(15)    “Danaher Employee” shall mean each employee of Danaher or any of its Subsidiaries or Affiliates who does not qualify as a Veralto Employee.

(16)    “Danaher Option” shall mean an option to purchase shares of Danaher Common Stock granted pursuant to the Danaher Stock Plan.

(17)    “Danaher Performance Stock Unit” shall mean an award granted by Danaher pursuant to the Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated, that was denominated as a “Performance Stock Unit” under the terms of such plan and the related award agreement.

(18)    “Danaher Stock Plan” shall mean the Danaher Corporation 2007 Omnibus Incentive Plan, as Amended and Restated.

(19)    “Danaher Time-Based Restricted Stock Unit” shall mean an award granted by Danaher pursuant to the Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated, that was denominated as a “Restricted Stock Unit” under the terms of such plan and the related award agreement and as of the Distribution Date vests solely based on the continued employment or service of the recipient.

(20)    “Danaher U.S. Retirement Plan” shall mean the Danaher Corporation & Subsidiaries Pension Plan.

(21)    “Danaher U.S. Savings Plans” shall mean the Danaher Corporation & Subsidiaries Savings Plan and any other defined contribution retirement plan maintained by Danaher or any of its Affiliates (other than a member of the Veralto Group) that is intended to be qualified under Section 401(a) of the Code.

(22)    “Danaher U.S. Welfare Plans” shall mean any Danaher Welfare Plan maintained in the United States.

(23)    “Danaher Welfare Plans” shall mean any Welfare Plan maintained by Danaher or any member of the Danaher Group.

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(24)    “Delayed Transfer Danaher Employee” shall mean any Danaher Employee whose employment is determined by Danaher to not be eligible to be transferred from a member of the Veralto Group to a member of the Danaher Group on or prior to the Distribution Date as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up Danaher Business operations in a particular jurisdiction sufficient to employ such Danaher Employee.

(25)    “Delayed Transfer Date” shall mean the date on which it is determined by Danaher that either (i) a Delayed Transfer Veralto Employee or Delayed Transfer Danaher Employee is permitted to transfer from the Danaher Group to the Veralto Group or from the Veralto Group to the Danaher Group, respectively, in accordance with applicable Law, or (ii) the necessary business operations are set up in the relevant jurisdiction to enable employment of the Veralto Employee or Danaher Employee by the Veralto Group or Danaher Group, as applicable.

(26)    “Delayed Transfer Veralto Employee” shall mean any Veralto Employee whose employment is determined by Danaher to not be eligible to be transferred to a member of the Veralto Group on or prior to the Distribution Date as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up Veralto Business operations in a particular jurisdiction sufficient to employ such Veralto Employee.

(27)    “Employee Representative” shall mean any works council, employee representative, trade union, labor or management organization, group of employees or similar representative body for Veralto Employees.

(28)    “Equity Award Adjustment Ratio” shall mean the adjustment ratio adopted by the Danaher Board or the Compensation Committee of the Danaher Board in its sole and absolute discretion for purposes of making equitable adjustments to the awards held by Veralto Employees under the Danaher Stock Plan.

(29)    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(30)    “Former Veralto Service Provider” shall mean (i) any individual who would qualify as a Veralto Employee or Veralto Independent Contractor, but whose employment or service with Danaher or any of its Subsidiaries or Affiliates terminated for any reason prior to the date on which such individual’s employment or service would otherwise have transferred to Veralto pursuant to this Agreement and (ii) any former employee, independent contractor or consultant of Danaher or any of its Subsidiaries or Affiliates who was exclusively or primarily engaged in an Veralto Former Business (A) at the time either (x) such business was sold, conveyed, assigned, transferred, spun-off, split-off or otherwise disposed of or divested (in whole or in part) to a Person that is not a member of the Veralto Group or the Danaher Group or (y) the operations, activities or production of which were discontinued, abandoned, completed or otherwise terminated (in whole or in part), or (B) at any other time, but in such case only to the extent relating to his or her service with such Veralto Former Business.

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(31)    “Non-Automatic Transfer Employees” shall mean any Veralto Employee who is not an Automatic Transfer Employee.

(32)    “Non-U.S. Plans” shall have the meaning set forth in Section 3.6.

(33)    “Party” and “Parties” shall have the meanings set forth in the Preamble.

(34)    “Separation Agreement” shall have the meaning set forth in the Recitals.

(35)    “Transfer Regulations” shall mean (i) all Laws of any EU Member State implementing the EU Council Directive 2001/23/EC of 12 March 2001 on the approximation of the Laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (the “Acquired Rights Directive”) and legislation and regulations of any EU Member State implementing such Acquired Rights Directive, and (ii) any similar Laws in any jurisdiction providing for an automatic transfer, by operation of Law, of employment in the event of a transfer of business.

(36)    “Veralto” shall have the meaning set forth in the Preamble.

(37)    “Veralto Adjusted Time-Based Restricted Stock Unit” shall have the meaning set forth in Section 4.3.

(38)    “Veralto Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to exclusively by any member of the Veralto Group.

(39)    “Veralto Deferred Compensation Plans” shall have the meaning set forth in Section 3.5(a).

(40)    “Veralto Employee” shall mean each individual who is employed by Danaher or any of its Subsidiaries or Affiliates as of the date on which Danaher determines to transfer the employment of applicable individuals to Veralto and who Danaher determines as of such date is either (i) exclusively or primarily engaged in the Veralto Business or (ii) necessary for the ongoing operation of the Veralto Business following the Distribution Date, in each case regardless of whether any such employee is actively at work or is not actively at work as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal Law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence.

(41)    “Veralto Independent Contractor” shall mean each individual who is engaged as an independent contractor or consultant by Danaher or any of its Subsidiaries or Affiliates as of the date on which Danaher determines to transfer the contracts of service of applicable individuals to Veralto and who Danaher determines as of such date is either (i) exclusively or primarily engaged in the Veralto Business or (ii) necessary for the ongoing operation of the Veralto Business following the Distribution Date.

(42)    “Veralto Option” shall have the meaning set forth in Section 4.1.

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(43)    “Veralto RSP” shall have the meaning set forth in Section 3.5(a).

(44)    “Veralto Stock Plan” shall have the meaning set forth in Section 4.4.

(45)    “Veralto Time-Based Restricted Stock Unit” shall have the meaning set forth in Section 4.2.

(46)    “Veralto U.S. Savings Plans” shall have the meaning set forth in Section 3.3(a).

(47)    “Veralto Welfare Plans” shall mean any Welfare Plan maintained by Veralto or any member of the Veralto Group.

(48)    “Welfare Plan” shall mean, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA and in 29 C.F.R. §2510.3-1) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, retiree health and welfare, vision and mental health and substance use disorder), disability benefits, or life, accidental death and disability, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement or adoption assistance programs or cashable credits.

Section 1.2    References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Danaher” shall also be deemed to refer to the applicable member of the Danaher Group, references to “Veralto” shall also be deemed to refer to the applicable member of the Veralto Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Danaher or Veralto shall be deemed to require Danaher or Veralto, as the case may be, to cause the applicable members of the Danaher Group or the Veralto Group, respectively, to take, or refrain from taking, any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

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ARTICLE II

GENERAL PRINCIPLES

Section 2.1    Nature of Liabilities. All Liabilities assumed or retained by a member of the Danaher Group under this Agreement shall be Danaher Retained Liabilities for purposes of the Separation Agreement. All Liabilities assumed or retained by a member of the Veralto Group under this Agreement shall be Veralto Liabilities for purposes of the Separation Agreement.

Section 2.2    Transfers of Employees and Independent Contractors Generally.

(a)    Subject to the requirements of applicable Law, through and until immediately before the Distribution Date, Danaher shall use its reasonable best efforts to (i) cause the employment of any Veralto Employee and the contract of services of any Veralto Independent Contractor to be transferred to a member of the Veralto Group and (ii) cause the employment of any Danaher Employee who is employed by a member of the Veralto Group and the contract of services between any independent contractor or consultant that does not qualify as an Veralto Independent Contractor and a member of the Veralto Group to be transferred to a member of the Danaher Group.

(b)    Danaher shall use its reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Veralto Group no later than the Distribution Date in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Veralto agrees to take all actions reasonably necessary to cause the Veralto Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Veralto Group as permitted under applicable law and consequently does not become an employee of the Veralto Group and is terminated by Danaher as a result, then Veralto shall reimburse Danaher in accordance with Section 2.3(c) for any severance or termination costs incurred by Danaher in connection with such termination of employment. Veralto shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Distribution Date to become employed by a member of the Veralto Group effective as of no later than the Distribution Date, or as of the applicable Delayed Transfer Date, if applicable; provided that if Veralto fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Veralto and is terminated by Danaher as a result, then Veralto shall reimburse Danaher in accordance with Section 2.3(c) for any severance or termination costs incurred by Danaher in connection with such termination of employment.

(c)    The Danaher Group and Veralto Group agree to execute, and to seek to have the applicable Veralto Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

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Section 2.3    Assumption and Retention of Liabilities Generally.

(a)    Except as provided in this Agreement, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Distribution Date, Danaher shall, or shall cause one or more members of the Danaher Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Danaher Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Danaher Employees and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Danaher Group under this Agreement.

(b)    Except as provided in this Agreement, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Distribution Date, Veralto shall, or shall cause one or more members of the Veralto Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Veralto Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Veralto Employees, Former Veralto Service Providers and Veralto Independent Contractors and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Veralto Group under this Agreement.

(c)    The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates.

(d)    Notwithstanding that a Delayed Transfer Veralto Employee or Delayed Transfer Danaher Employee shall not become employed by a member of the Veralto Group or Danaher Group, respectively, until the Delayed Transfer Date applicable to such employee, (i) Veralto or Danaher shall be responsible for, and shall timely reimburse the other for, all Liabilities incurred by Danaher or Veralto, respectively, with regard to each such Delayed Transfer Veralto Employee or Delayed Transfer Danaher Employee from the Distribution Date to the Delayed Transfer Date applicable to such employee and (ii) the Parties shall use their reasonable efforts to effect the provisions of this Agreement with respect to the compensation and benefits of such Delayed Transfer Veralto Employees and Delayed Transfer Danaher Employees following the Delayed Transfer Date applicable to such employee, it being understood that it may not be possible to replicate the effect of such provisions under such circumstances.

(e)    Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, Veralto shall, or shall cause one or more members of the Veralto Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill all

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Liabilities that have been accepted, assumed or retained under this Agreement irrespective of whether accruals for such Liabilities have been transferred to Veralto or a member of the Veralto Group or included on a combined balance sheet of the Veralto Business or whether any such accruals are sufficient to cover such Liabilities.

Section 2.4    Treatment of Compensation and Benefit Arrangements; Terms of Employment. Except as otherwise (i) required by a Collective Bargaining Agreement, the Transfer Regulations or applicable Law, or (ii) expressly provided for in this Agreement, for a period of twelve (12) months following the Distribution Date (or if shorter, during the period of employment), Veralto shall, or shall cause a member of the Veralto Group to provide or cause to be provided to each Veralto Employee (A) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Veralto Employee immediately prior to the Distribution Date, (B) subject to Section 5.1, a cash incentive or sales commission opportunity no less favorable than the cash incentive or sales commission opportunity in effect for such Veralto Employee, if any, immediately prior to the Distribution Date, and (C) health, welfare and retirement benefits that are substantially similar to those provided to such Veralto Employee immediately prior to the Distribution Date (without regard to any defined benefit pension plan benefits for Veralto Employees based in the United States). Notwithstanding the foregoing and except as otherwise set forth in Section 3.5 or Article IV, nothing contained in this Agreement shall require Veralto to make any grants of equity awards relating to shares of Veralto Common Stock to Veralto Employees following the Distribution Date.

Section 2.5    Participation in Danaher Benefit Arrangements. Except as provided in this Agreement, including without limitation Section 3.1 of this Agreement, effective as of the Distribution Date, (i) Veralto and each member of the Veralto Group, to the extent applicable, shall cease to be a participating company in any Danaher Benefit Arrangement and (ii) each Veralto Employee shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any Danaher Benefit Arrangement (except to the extent of previously accrued obligations that remain a Liability of any member of the Danaher Group pursuant to this Agreement).

Section 2.6    Service Recognition.

(a)    From and after the Distribution Date, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, Veralto shall, and shall cause each member of the Veralto Group to, give each Veralto Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any Veralto Benefit Arrangement for such Veralto Employee’s prior service with any member of the Danaher Group or Veralto Group or any predecessor thereto, to the same extent such service was recognized by the applicable Danaher Benefit Arrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits.

(b)    Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Distribution Date: (i) Veralto shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to

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participation and coverage requirements applicable to each Veralto Employee under any Veralto Welfare Plan in which Veralto Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Danaher Welfare Plan, and (ii) Veralto shall provide or cause each Veralto Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the Veralto Employees become eligible to participate in the Veralto Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.

Section 2.7    Collective Bargaining Agreements.

(a)    Notwithstanding anything in this Agreement to the contrary, Danaher and Veralto shall, to the extent required by applicable Law, take or cause to be taken all actions that are necessary (if any) for Veralto or a member of the Veralto Group to continue to maintain or to assume and honor any Collective Bargaining Agreements and any pre-existing collective bargaining relationships (in each case including obligations that arise in respect of the period both before and after the date of employment by the Veralto Group) in respect of any Veralto Employees and any Employee Representatives.

(b)    Effective no later than the Distribution Date, Veralto shall, or shall cause a member of the Veralto Group to, continue to maintain or to assume and honor, to the extent required by applicable Law, all Collective Bargaining Agreements and pre-existing collective bargaining relationships (in each case including obligations that arise in respect of the period both before and after the date of a Veralto Employee’s employment by the Veralto Group) that are applicable to any Veralto Employee.

(c)    Nothing in this Agreement is intended to alter the provisions of any Collective Bargaining Agreement or modify in any way the obligations of the Danaher Group or the Veralto Group to any Employee Representative or any other Person as described in such agreement.

Section 2.8    Information and Consultation. The Parties shall comply with all requirements and obligations to inform, consult or otherwise notify any Veralto or Danaher Employees or Employee Representatives in relation to the transactions contemplated by this Agreement and the Separation Agreement, whether required pursuant to any Collective Bargaining Agreement, the Transfer Regulations or other applicable Law.

Section 2.9    WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state, or local law or legal requirement addressing mass employment separations.

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ARTICLE III

CERTAIN BENEFIT PLAN PROVISIONS

Section 3.1    Health and Welfare Benefit Plans.

(a)    Effective as of January 1, 2024, (i) the participation of each Veralto Employee who is a participant in a Danaher U.S. Welfare Plan or a Danaher Canadian Welfare Plan shall automatically cease and (ii) Veralto shall or shall cause a member of the Veralto Group (A) to have in effect Veralto Welfare Plans providing health and welfare benefits for the benefit of each Veralto Employee with terms that are substantially similar to those provided to the applicable Veralto Employee immediately prior to the date on which such Veralto Welfare Plans become effective; and (B) to fully perform, pay and discharge all claims of Veralto Employees or Former Veralto Service Providers, including but not limited to any claims incurred under any Danaher U.S. Welfare Plan on or prior to the date on which such Veralto Welfare Plans become effective, that remain unpaid as of the date on which such Veralto Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date. For the avoidance of doubt, for the purposes of this Section 3.1, the term “Veralto Welfare Plan” shall include the Chemtreat Plan.

(b)    Without limiting Section 3.1(a) above and in addition thereto, the applicable member of the Veralto Group shall reimburse the applicable Danaher U.S. Welfare Plan or Danaher Canadian Welfare Plan, as applicable, for any claims related to Veralto Employees or Former Veralto Service Providers paid by a Danaher U.S. Welfare Plan or Danaher Canadian Welfare Plan (whether prior to or after the Distribution Date) and not fully charged back to the appropriate and applicable member of the Veralto Group prior to the Distribution Date.

(c)    As of January 1, 2024, any Veralto Employee who becomes eligible for post-retirement health care coverage under the Chemtreat Plan during the period commencing on the Distribution Date and ending on January 1, 2024 shall be transferred, together with all associated Liabilities into the Veralto Welfare Plan, and Veralto shall, and shall cause its Affiliates to, take all actions necessary to provide the applicable post-retirement welfare benefits to such eligible Veralto Employee, with terms that are substantially similar to those provided under the Chemtreat Plan immediately prior to January 1, 2024, under the Veralto Welfare Plan as of January 1, 2024. As of January 1, 2024, Veralto and the Veralto Welfare Plan shall fully perform, pay and discharge all obligations of the Chemtreat Plan relating to Veralto Employees and Former Veralto Service Providers.

(d)    Notwithstanding anything to the contrary in this Section 3.1, Veralto Employees will continue to be considered to be “participants” in any Danaher U.S. Welfare Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any calendar-year 2024 grace period and/or claims run-out period (in either case, solely as provided under the terms of such Danaher U.S. Welfare Plans), provided that such Veralto Employees will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; will not be allowed to make

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any contribution elections under such Danaher U.S. Welfare Plans for calendar year 2024 or beyond; and will cease to be participants in such Danaher U.S. Welfare Plans for all purposes upon the expiration of any grace period and/or claims run-out period.

Section 3.2    U.S. Defined Benefit Plans. Danaher shall retain all Assets and Liabilities relating to the Danaher U.S. Retirement Plan, including Liabilities in respect of pension benefits accrued thereunder by each Veralto Employee and Former Veralto Service Provider. No Assets or Liabilities of the Danaher U.S. Retirement Plan shall be transferred to a retirement plan maintained by any member of the Veralto Group.

Section 3.3    U.S. Savings Plans.

(a)    (i) Effective as of the Distribution Date, Danaher shall cause a member of the Veralto Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Veralto Employee who participated in a Danaher U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Veralto U.S. Savings Plans”), with terms that are substantially similar to those provided by the applicable Danaher U.S. Savings Plan immediately prior to the date on which such Veralto U.S. Savings Plans become effective (other than the ability to make additional investments in an investment fund invested primarily in Danaher Common Stock), (ii) the participation of each Veralto Employee who is a participant in a Danaher U.S. Savings Plan shall automatically cease effective upon the date on which the Veralto U.S. Savings Plans become effective, (iii) as soon as practicable after the Veralto U.S. Savings Plans become effective, Danaher shall cause the accounts (including any outstanding participant loan balances) in the Danaher U.S. Savings Plans attributable to Veralto Employees and all of the Assets in the Danaher U.S. Savings Plans related thereto to be transferred in-kind to the applicable Veralto U.S. Savings Plan and (iv) effective as of the Distribution Date, the Veralto U.S. Savings Plans (including all applicable accounts and underlying Assets) shall be transferred to Veralto and Veralto shall thereafter fully pay, perform and discharge, all obligations thereunder.

(b)    The respective investment committees and other fiduciaries of the Veralto U.S. Savings Plans and the Danaher U.S. Savings Plans shall determine (i) the period of time, if any, following the adoption of the Veralto U.S. Savings Plans, during which Veralto Employees and Danaher Employees may receive distributions in kind from, respectively, the Veralto U.S. Savings Plans and the Danaher U.S. Savings Plans, if, and to the extent, investments under such plans are comprised of Veralto Common Stock or Danaher Common Stock, and (ii) the extent to which and when Danaher Common Stock (in the case of the Veralto U.S. Savings Plans) and Veralto Common Stock (in the case of the Danaher U.S. Savings Plans) shall cease to be investment alternatives the respective plans.

(c)    Danaher shall retain all accounts and all Assets and Liabilities relating to the Danaher U.S. Savings Plans in respect of each Former Veralto Service Provider.

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Section 3.4    Danaher Deferred Compensation Plans.

(a)    Effective as of the Distribution Date, the active participation of each Veralto Employee who is a participant in a Danaher Deferred Compensation Plan shall cease, and effective no later than the date of such cessation, Veralto shall or shall cause a member of the Veralto Group to have in effect one or more non-qualified deferred compensation plans for the benefit of each Veralto Employee (each, a “Veralto Deferred Compensation Plan”) with terms that are substantially similar to those provided to the applicable Veralto Employee under the Danaher Deferred Compensation Plan(s) immediately prior to the date on which the Veralto Deferred Compensation Plan(s) become effective. Effective as of the Distribution Date, (x) each Veralto Employee who is a participant in a Danaher Deferred Compensation Plan shall become a participant in an Veralto Deferred Compensation Plan and (y) Veralto shall or shall cause a member of the Veralto Group to fully perform, pay and discharge all obligations of the Danaher Deferred Compensation Plans relating to the accounts of the Veralto Employees transferred to an Veralto Deferred Compensation Plan; provided that for purposes of the Veralto Deferred Compensation Plans, (i) any account balances transferred from the Danaher Deferred Compensation Plans that are payable in shares of Danaher Common Stock (A) shall be payable in cash to the extent such account balances (or portion thereof) become payable in accordance with the terms applicable to such account balances prior to the Distribution Date and (B) shall be payable in shares of Veralto Common Stock in accordance with the terms applicable to such account balances on and following the Distribution Date, (ii) any account balances transferred from the Danaher Deferred Compensation Plans that were credited with earnings based on a rate of return relating to notional shares of Danaher Common Stock shall instead be credited with earnings based on a rate of return relating to notional shares of Veralto Common Stock on and following the Distribution Date, and (iii) effective as of the Distribution Date, notional shares of Danaher Common Stock and any shares of Danaher Common Stock in a deferred share account shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of Danaher Common Stock were Danaher Time-Based Restricted Stock Units).

(b)    Danaher shall retain (i) all Assets relating to the Danaher Deferred Compensation Plans in respect of Danaher Employees, Veralto Employees and Former Veralto Service Providers (including any Assets relating to corporate owned life insurance policies) and (ii) all Liabilities in respect of each Former Veralto Service Provider in respect of the Danaher Deferred Compensation Plans.

Section 3.5    Danaher Canadian RPP/RRSP.

(a)    (i) Effective as of the Distribution Date, the active participation of each Veralto Employee who is a Participant in the Danaher Canadian RPP/RRSP shall cease and (ii) effective no later than the date of such cessation, Veralto shall or shall cause a member of the Veralto Group to have in effect a Canadian registered savings plan (the “Veralto RSP”) with terms that are substantially similar to those provided to the applicable Veralto Employee under the Danaher Canadian RRSP immediately prior to the date on which the Veralto RSP becomes effective. Effective no later than the Distribution Date, Danaher shall cause to be provided to each Veralto Employee who has a balance under the Danaher Canadian RRSP an election to

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either transfer such Veralto Employee’s account balance to the Veralto RSP or a personal registered savings plan administered by the third-party administrator of the Danaher Canadian RRSP.

(b)    Danaher shall retain all assets and Liabilities relating to the Danaher Canadian RPP/RRSP in respect of each Former Veralto Service Provider.

Section 3.6    Non-U.S. Plans. Notwithstanding any provision of this Agreement to the contrary other than as set forth in Section 3.1, Section 3.5 or Section 3.7, the treatment of each Danaher Benefit Arrangement and Veralto Benefit Arrangement that is maintained primarily in respect of individuals who are located outside of the United States (together, the “Non-U.S. Plans”) shall be subject to the terms and conditions set forth in the applicable Conveyancing and Assumption Instrument; provided that if the treatment of any such Non-U.S. Plan is not specifically covered by such Conveyancing and Assumption Instrument, then unless otherwise agreed by the Parties, (i) Veralto shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Veralto Employees, Veralto Independent Contractors and Former Veralto Service Providers, whenever incurred, (ii) Danaher shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Danaher Employees, whenever incurred, and (iii) the Parties shall agree on the extent to which any Assets held in respect of such Non-U.S. Plans shall be transferred to Veralto.

Section 3.7    Treatment of Certain Plans. Notwithstanding anything in this Agreement or any Conveyancing and Assumption Instrument to the contrary, with respect to any Danaher Benefit Arrangement or Veralto Benefit Arrangement that covers primarily Veralto Employees and Former Veralto Service Providers (including, without limitation, the Veralto U.S. Operating Company SERP), (i) effective no later than the Distribution Date, Veralto shall become solely liable to fully perform, pay and discharge all obligations of such arrangements, whenever incurred, and (ii) Danaher shall transfer all Assets held with respect to such arrangements to Veralto as soon as practicable after the date on which Veralto becomes so liable.

Section 3.8    Chargeback of Certain Costs. Nothing contained in this Agreement shall limit Danaher’s ability to charge back any Liabilities that it incurs in respect of any Danaher Benefit Arrangement to any of its operating companies in the ordinary course of business consistent with its past practices.

ARTICLE IV

EQUITY INCENTIVE AWARDS

Section 4.1    Treatment of Danaher Stock Options. Each Danaher Option that is outstanding immediately prior to the Distribution Date and that is held by a Veralto Employee who continues in employment through the Distribution Date, whether vested or unvested, shall automatically be assumed by Veralto at the Distribution Date (each, a “Veralto Option”) and shall continue to have, and be subject to, the same terms and conditions (including the term, exercisability and vesting schedule) as were applicable to the corresponding Danaher Option immediately prior to the Distribution Date, except that each Veralto Option shall (i) relate to a

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number of shares of Veralto Common Stock (with each discrete grant rounded down to the nearest whole share) equal to the product of (x) the number of shares of Danaher Common Stock issuable upon the exercise of the corresponding Danaher Option immediately prior to the Distribution Date and (y) the Equity Award Adjustment Ratio and (ii) have a per-share exercise price (rounded up to the nearest whole cent, subject to Section 4.5(a)) equal to the quotient determined by dividing (x) the per share exercise price of the corresponding Danaher Option by (y) the Equity Award Adjustment Ratio.

Section 4.2    Treatment of Danaher Time-Based Restricted Stock Units. Each Danaher Restricted Stock Unit that is outstanding immediately prior to the Distribution Date and that is held by a Veralto Employee who continues in employment through the Distribution Date, whether vested or unvested, shall automatically be assumed by Veralto at the Distribution Date (each, a “Veralto Time-Based Restricted Stock Unit”) and shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as were applicable to the corresponding Danaher Time-Based Restricted Stock Unit immediately prior to the Distribution Date, except that each grant of Veralto Time-Based Restricted Stock Units shall (i) relate to that number of shares of Veralto Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (x) the number of shares of Danaher Common Stock that were issuable upon the vesting of such Danaher Time-Based Restricted Stock Units immediately prior to the Distribution Date and (y) the Equity Award Adjustment Ratio and (ii) be subject to vesting solely based upon the satisfaction of any applicable continued employment requirements that apply to the corresponding Danaher Time-Based Restricted Stock Units immediately prior to the Distribution Date.

Section 4.3    Treatment of Danaher Performance Stock Units. Each Danaher Performance Stock Unit that is outstanding immediately prior to the Distribution Date and that is held by a Veralto Employee who continues in employment through the Distribution Date, whether vested or unvested, shall be assumed by Veralto at the Distribution Date and converted into a restricted stock unit denominated in shares of Veralto Common Stock (each, a “Veralto Adjusted Time-Based Restricted Stock Unit”) and shall continue to have, and be subject to, the same terms and conditions (including time-based vesting schedule and post-vesting holding period) as were applicable to the corresponding Danaher Performance Stock Unit immediately prior to the Distribution Date, except that (i) the performance-based vesting conditions applicable to such Danaher Performance Stock Unit immediately prior to the Distribution Date shall not apply from and after the Distribution Date, and (ii) each grant of Veralto Adjusted Time-Based Restricted Stock Units shall (x) relate to that number of shares of Veralto Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (A) the number of shares of Danaher Common Stock that were issuable upon the vesting of such Danaher Performance Stock Unit immediately prior to the Distribution Date assuming attainment of the applicable performance metrics at the actual level of performance immediately prior to the Distribution Date and (B) the Equity Award Adjustment Ratio and (y) be subject to vesting solely based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Danaher Performance Stock Units immediately prior to the Distribution Date.

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Section 4.4    Veralto Stock Plan. Effective as of the Distribution Date, Veralto shall have adopted the Veralto 2023 Omnibus Incentive Plan (the “Veralto Stock Plan”), which shall permit the grant and issuance of equity incentive awards denominated in Veralto Common Stock as described in this Article IV.

Section 4.5    General Terms.

(a)    All of the adjustments described in this Article IV shall be effected in accordance with Sections 424 and 409A of the Code, in each case to the extent applicable. Notwithstanding the foregoing, (i) if the treatment set forth in this Article IV would cause adverse Tax consequences to any Veralto Employee located outside of the United States, the Parties shall use their reasonable best efforts to cause the treatment to be revised and conformed in a manner that does not give rise to such adverse Tax consequences, to the extent reasonably practicable; (ii) each Danaher Option, Danaher Restricted Stock Unit, and Danaher Performance Stock Unit held by a Veralto Employee located in Canada shall be assumed and adjusted as described in this Article IV immediately prior to, but contingent upon the occurrence of, the Distribution Date; (iii) each discrete grant of a Danaher Time-Based Restricted Stock Unit held by a Danaher Employee in Canada and each Veralto Time-Based Restricted Stock Unit held by a Veralto Employee located in Canada shall, in all events, be rounded down to the nearest whole share; and (iv) each discrete grant of a Danaher Time-Based Restricted Stock Unit held by a Danaher Employee located in France which is intended to be tax-preferential, and each discrete grant of a Veralto Time-Based Restricted Stock Unit held by a Veralto Employee located in France which is intended to be tax-preferential shall, in all events, be rounded down to the nearest whole share.

(b)    The Parties shall use their reasonable best efforts to maintain effective registration statements with the Securities Exchange Commission with respect to the awards described in this Article IV, to the extent any such registration statement is required by applicable Law.

(c)    For the avoidance of doubt, Veralto and members of the Veralto Group and not Danaher and members of the Danaher Group shall be responsible for all withholding requirements with respect to any award issued to a (i) Veralto Employee under the Veralto Omnibus Incentive Plan, including the Veralto Options, Veralto Time-Based Restricted Stock Units and Veralto Adjusted Time-Based Restricted Stock Units, or other relevant plan, or (ii) a Former Veralto Service Provider under the Danaher Stock Plan or other relevant plan. Veralto may use any method of obtaining the necessary payment or proceeds, as permitted by applicable law, to satisfy its withholding obligation with respect to any award issued under the Veralto Omnibus Incentive Plan, including the Veralto Options, Veralto Time-Based Restricted Stock Units and Veralto Adjusted Time-Based Restricted Stock Units, or other relevant plan. Notwithstanding the foregoing, if Veralto is unable to effectuate such withholding requirements or the administration, management or payment of such withholding requirements for any reason, Danaher shall retain the obligation to withhold and Veralto shall reimburse and otherwise fully indemnify Danaher for all such Liabilities.

(d)

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(i) In the event that (A) any transfer of employment of any Veralto Employee as contemplated by Section 2.2 as of immediately prior to the Distribution Date or (B) any subsequent relocation of a Veralto Employee to a new jurisdiction on or after the Distribution Date, adversely affects the taxation of the Veralto Employee’s award under the Veralto Omnibus Incentive Plan or other relevant plan or results in a tax Liability relating to the Veralto Employee’s award under the Veralto Omnibus Incentive Plan or other relevant plan, Veralto and members of the Veralto Group shall be solely responsible for the resulting tax Liability, subject to the provisions of the applicable plan which require that each participant shall, no later than the date as of which the value of an award first becomes includible in the gross income of the participant for purposes of applicable taxes, pay to Veralto, or make arrangements satisfactory to the Administrator of the Veralto Omnibus Incentive Plan or other relevant plan regarding payment of, all applicable taxes required by applicable law to be withheld with respect to the award. Notwithstanding the foregoing, if Veralto is unable to assume any such Liability for taxes incurred or the administration, management or payment of any such Liability for any reason, Danaher shall retain such Liabilities and Veralto shall reimburse and otherwise fully indemnify Danaher for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

(ii) In the event that (A) any transfer of employment of any Danaher Employee as contemplated by Section 2.2 as of immediately prior to the Distribution Date or (B) any subsequent relocation of a Danaher Employee to a new jurisdiction on or after the Distribution Date, adversely affects the taxation of the Danaher Employee’s award under the Danaher Stock Plan or other relevant plan or results in a tax Liability relating to the Danaher Employee’s award under the Danaher Stock Plan or other relevant plan, Danaher and members of the Danaher Group shall be solely responsible for the resulting tax Liability, subject to the provisions of the applicable plan which require that each participant shall, no later than the date as of which the value of an award first becomes includible in the gross income of the participant for purposes of applicable taxes, pay to Danaher, or make arrangements satisfactory to the Administrator of the Danaher Stock Plan or other relevant plan regarding payment of, all applicable taxes required by applicable law to be withheld with respect to the award. Notwithstanding the foregoing, if Danaher is unable to assume any such Liability for taxes incurred or the administration, management or payment of any such Liability for any reason, and if Veralto or a member of the Veralto Group incurs any Liability for such tax Liability, Veralto shall retain such Liabilities and Danaher shall reimburse and otherwise fully indemnify Veralto for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

(e)    The Parties hereby acknowledge that the provisions of this Article IV are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

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ARTICLE V

ADDITIONAL MATTERS

Section 5.1    Cash Incentive Programs. For any Danaher cash incentive or sales commission performance period that has not concluded as of the date on which the employment of the applicable Veralto Employees is transferred to Veralto (the “Open Incentive Obligations”), Veralto shall provide that each applicable Veralto Employee shall continue to be eligible to receive a cash incentive bonus or sales commission payment (and shall be paid by Veralto if earned) in accordance with the same terms and conditions as applied to such Veralto Employee under the corresponding Danaher incentive or sales commission program as in effect immediately prior to the date of such transfer, as equitably adjusted (if applicable) by the Compensation Committee of the Danaher Board of Directors to the extent necessary to reflect the transactions contemplated by the Separation Agreement; provided that in no event shall the aggregate incentive amounts paid by Veralto to the applicable Veralto Employees in respect of such applicable period be less than the Accrued Incentive Amount. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, (i) Danaher shall not transfer assets in respect of the Accrued Incentive Amount or the Open Incentive Obligations and (ii) effective as of the date on which the employment of the applicable Veralto Employees is transferred to Veralto, Veralto shall assume all Liabilities and obligations in respect of the Accrued Incentive Amount and the Open Incentive Obligations.

Section 5.2    Time-Off Benefits. Unless otherwise required in a Collective Bargaining Agreement, the Transfer Regulations or applicable Law, Veralto shall (i) credit each Veralto Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such Veralto Employee had with the Danaher Group as of immediately before the date on which the employment of the Veralto Employee transfers to Veralto and (ii) permit each such Veralto Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the Veralto Employee would have been so permitted under the terms and conditions of the applicable Danaher policies in effect for the year in which such transfer of employment occurs, up to and including full exhaustion of such transferred unused vacation time, paid-time off and other time-off benefits (if such full exhaustion would be permitted under the applicable Danaher policies in effect for that year in which the transfer of employment occurs).

Section 5.3    Workers’ Compensation Liabilities. Effective as of the Distribution Date, Veralto shall assume all Liabilities for Veralto Employees, Veralto Independent Contractors and Former Veralto Service Providers related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, whenever incurred (including claims incurred prior to the Distribution Date but not reported until after the Distribution Date), and Veralto shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities. Notwithstanding the foregoing, if Veralto is unable to assume any such Liability or the administration, management or payment of any such claim solely because of the operation of applicable Law, Danaher shall retain such Liabilities and Veralto shall reimburse and otherwise fully indemnify Danaher for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.

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Section 5.4    COBRA Compliance in the United States. Effective as of the Distribution Date, Veralto shall assume and be responsible for administering compliance with the health care continuation requirements of COBRA, in accordance with the provisions of the Veralto Welfare Plans, with respect to Veralto Employees or Veralto Former Service Providers who incurred a COBRA qualifying event under a Danaher U.S. Welfare Plan at any time on or before the Distribution Date and/or any COBRA qualifying event in connection with the transactions described in the Separation Agreement. Veralto shall also be responsible for administering compliance with the health care continuation requirements of COBRA, and the corresponding provisions of the Veralto Welfare Plans with respect to Veralto Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Veralto Welfare Plans at any time after the Distribution Date.

Section 5.5    Retention Bonuses. Any retention bonuses payable to any Veralto Employees that relate to the transactions contemplated by the Separation Agreement and become payable after the date on which the employment of the Veralto Employee transfers to Veralto shall be assumed by Veralto as of the date of such transfer and Veralto shall pay all amounts payable thereunder to the applicable Veralto Employees in accordance with the terms thereof.

Section 5.6    Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.

Section 5.7    Payroll Taxes and Reporting. The Parties shall, to the extent practicable, (i) treat Veralto or a member of the Veralto Group as a “successor employer” and Danaher (or the appropriate member of the Danaher Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Veralto Employees for purposes of Taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Veralto Employee for the calendar year in which the Distribution Date occurs.

Section 5.8    Regulatory Filings. Subject to applicable Law and the Tax Matters Agreement, Danaher shall retain responsibility for all employee-related regulatory filings for reporting periods ending on or prior to the Distribution Date, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which Danaher shall provide data and information (to the extent permitted by applicable Laws) to Veralto, which shall be responsible for making such filings in respect of Veralto Employees.

Section 5.9    Disability.

(a)    To the extent any Veralto Employee is, as of January 1, 2024, receiving payments as part of any short-term disability program that is part of a Danaher U.S. Welfare

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Plan, such Veralto Employee’s rights to continued short-term disability benefits (a) will end under any Danaher U.S. Welfare Plan as of January 1, 2024; and (b) all remaining rights will be recognized under an Veralto Welfare Plan as of January 1, 2024, and the remainder (if any) of such Veralto Employee’s short-term disability benefits will be paid by an Veralto Welfare Plan. In the event that any Veralto Employee described above shall have any dispute with the short-term disability benefits they are receiving under an Veralto Welfare Plan, any and all appeal rights of such employees shall be realized through the Veralto Welfare Plan (and any appeal rights such Veralto Employee may have under any Danaher U.S. Welfare Plan will be limited to benefits received and time periods occurring prior to January 1, 2024).

(b)    For any Former Veralto Service Provider who is, as of the Distribution Date, receiving payments as part of any long-term disability program that is part of a Danaher U.S. Welfare Plan, and has been receiving payments from such plan for twelve (12) months or fewer before January 1, 2024, to the extent such Former Veralto Service may have any “return to work” rights under the terms of such Danaher U.S. Welfare Plan, such Former Veralto Service Provider’s eligibility for re-employment shall be with Veralto or a member of the Veralto Group, subject to availability of a suitable position (with such availability to be determined in the sole discretion by Veralto or the applicable member of the Veralto Group), providedhowever that, notwithstanding the foregoing, no Former Veralto Service Provider described in this subsection will be eligible for re-employment as described in this subsection after the first anniversary of January 1, 2024.

Section 5.10    Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if the Transfer Regulations, the terms of a Collective Bargaining Agreement or applicable Law require that any assets or Liabilities be retained by the Danaher Group or transferred to or assumed by the Veralto Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such Collective Bargaining Agreement or applicable Law and shall not be made as otherwise set forth in this Agreement.

ARTICLE VI

GENERAL AND ADMINISTRATIVE

Section 6.1    Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any Danaher Benefit Arrangement or Veralto Benefit Arrangement or to prohibit any member of the Danaher Group or Veralto Group, as the case may be, from amending, modifying or terminating any Danaher Benefit Arrangement or Veralto Benefit Arrangement at any time within its sole discretion.

Section 6.2    Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of Danaher, Veralto or any of their respective Affiliates any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.

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Section 6.3    Consent of Third Parties. If any provision of this Agreement is dependent on the Consent of any third party and such Consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

Section 6.4    Access to Employees. On and after the Distribution Date, Danaher and Veralto shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between Danaher and Veralto) to which any employee or director of the Danaher Group or the Veralto Group or any Danaher Benefit Arrangement or Veralto Benefit Arrangement is a party and which relates to a Danaher Benefit Arrangement or Veralto Benefit Arrangement. The Party to whom an employee is made available in accordance with this Section 6.4 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

Section 6.5    Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to Veralto Employees under Danaher Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding Veralto Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant Veralto Employee.

Section 6.6    No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any Veralto Employee or other current or former employee, officer, director or contractor of the Danaher Group or Veralto Group, other than the Parties and their respective successors and assigns.

Section 6.7    No Acceleration of Benefits. Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any Veralto Employee or other former, current or future employee of the Danaher Group or Veralto Group under any Benefit Arrangement of the Danaher Group or Veralto Group.

Section 6.8    Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to Veralto Employees, Former Veralto Service Providers and employees and other service providers of Danaher, as applicable, including with respect to the provision of employee level information

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necessary for the other Party to manage, administer, finance and file required reports with respect to such administration.

ARTICLE VII

MISCELLANEOUS

Section 7.1    Entire Agreement. This Agreement and the Separation Agreement, including the Exhibits and Schedules thereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter.

Section 7.2    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties (including by facsimile, by .pdf, .gif, .jpeg or similar attachment to electronic mail or by DocuSign).

Section 7.3    Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable terms.

Section 7.4    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed by a non-automated response (followed by delivery of an original via overnight courier service), or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.4):

To Danaher:

Danaher Corporation,

2200 Pennsylvania Ave., NW - Suite 800W

Washington, DC 20037-1701

Attn: General Counsel

To Veralto:

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts 02451

Attn: General Counsel

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Section 7.5    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).

Section 7.6    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) with respect to Danaher, an Affiliate of Danaher, or (ii) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party; providedhowever that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 7.6 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 7.7    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 7.8    Termination and Amendment. This Agreement may be terminated, modified or amended at any time prior to the Distribution Date by and in the sole discretion of Danaher without the approval of Veralto or the stockholders of Danaher. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Distribution Date, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Danaher and Veralto.

Section 7.9    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Distribution Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 7.10    Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 7.12    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith

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negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.13    Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 7.14    No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 7.15    No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.16    No Admission of Liability. The allocation of Assets and Liabilities herein is solely for the purpose of allocating such Assets and Liabilities between Danaher and Veralto and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Danaher or Veralto.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

DANAHER CORPORATION
By:	/s/ Matthew R. McGrew
Name:	Matthew R. McGrew
Title:	Executive Vice President and Chief
	Financial Officer
VERALTO CORPORATION
By:	/s/ Jennifer Honeycutt
Name:	Jennifer Honeycutt
Title:	President, Chief Executive Officer and
	Secretary

[Signature Page to Employee Matters Agreement]

EX-10.2

Exhibit 10.2

TAX MATTERS AGREEMENT

by and between

DANAHER CORPORATION

and

VERALTO CORPORATION

Dated as of September 29, 2023

TABLE OF CONTENTS

		Page
Article I
DEFINITIONS
1.1	General	2
Article II
PAYMENTS AND TAX REFUNDS
2.1	U.S. Federal Income Tax Relating to Joint Returns	8
2.2	U.S. Federal Income Tax Relating to Separate Returns	9
2.3	U.S. State Tax Relating to Joint Returns	9
2.4	U.S. State Tax Relating to Separate Returns	9
2.5	Foreign Tax Relating to Joint Returns	10
2.6	Foreign Tax Relating to Separate Returns	10
2.7	Certain Transaction Taxes	10
2.8	Determination of Tax Attributable to the Veralto Business	10
2.9	Allocation of Employment Taxes	11
2.10	Tax Refunds	11
2.11	Tax Benefits	11
2.12	Prior Agreements	11
Article III
PREPARATION AND FILING OF TAX RETURNS
3.1	Danaher’s Responsibility	11
3.2	Veralto’s Responsibility	12
3.3	Right To Review Tax Returns	12
3.4	Cooperation	12
3.5	Tax Reporting Practices	12
3.6	Reporting of the Transactions	13
3.7	Payment of Taxes	13
3.8	Amended Returns and Carrybacks	14
3.9	Tax Attributes	14
Article IV
TAX-FREE STATUS OF THE DISTRIBUTION
4.1	Representations and Warranties	15
4.2	Restrictions Relating to the Distribution	16

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Article V
INDEMNITY OBLIGATIONS
5.1	Indemnity Obligations	17
5.2	Indemnification Payments	18
5.3	Payment Mechanics	18
5.4	Treatment of Payments	19
Article VI
TAX CONTESTS
6.1	Notice	19
6.2	Separate Returns	19
6.3	Joint Return.	19
6.4	Obligation of Continued Notice	19
6.5	Tax Contest Cooperation Rights	20
Article VII
COOPERATION
7.1	General	20
7.2	Consistent Treatment	21
Article VIII
RETENTION OF RECORDS; ACCESS
8.1	Retention of Records	21
8.2	Access to Tax Records	21
Article IX
DISPUTE RESOLUTION
Article X
MISCELLANEOUS PROVISIONS
10.1	Conflicting Agreements	22
10.2	Interest on Late Payments	22
10.3	Successors	23
10.4	Application to Present and Future Subsidiaries	23
10.5	Assignability	23
10.6	No Fiduciary Relationship	23
10.7	Further Assurances	23

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10.8	Survival	23
10.9	Notices	23
10.10	Effective Date	24
10.11	Counterparts	24

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 29, 2023, between Danaher Corporation, a Delaware corporation (“Danaher”) and Veralto Corporation, a Delaware corporation (“Veralto” and, together with Danaher, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).

R E C I T A L S

WHEREAS, the board of directors of Danaher has determined that it is in the best interests of Danaher to separate Danaher’s water quality and product identification businesses from its other businesses, creating Veralto as a new subsidiary company (the “Separation”) and, following the Separation, to make a distribution of all of the outstanding shares of Veralto Common Stock owned by Danaher to holders of Danaher Common Stock on a pro rata basis (the “Distribution”);

WHEREAS, Veralto has been incorporated for these purposes and has not engaged in activities except those incidental to its formation and in preparation for the Distribution;

WHEREAS, Danaher will effect certain restructuring transactions described in the Separation Plan for the purpose of aggregating the water quality and product identification businesses in the Veralto Group (as defined below) prior to the Distribution (collectively, the “Reorganization”);

WHEREAS, for U.S. federal income tax purposes, certain steps in the Reorganization and the Distribution, taken together with the Contribution, are intended to qualify as tax-free under Sections 368(a)(1)(D), 355 and 361(c) of the Code;

WHEREAS, certain members of the Danaher Group (as defined below), on the one hand, and certain members of the Veralto Group, on the other hand, file certain Tax Returns on a consolidated, combined or unitary basis for certain federal, state, local and foreign Tax purposes;

WHEREAS, the Parties desire to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes and (b) set forth certain covenants and indemnities relating to the preservation of the tax-free status of the Transactions; and

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

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ARTICLE I

DEFINITIONS

1.1    General. As used in this Agreement, the following terms shall have the following meanings:

“Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.

“Affiliate” shall mean, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Ancillary Agreement” shall have the meaning set forth in the Separation Agreement.

“Business Day” shall have the meaning set forth in the Separation Agreement.

“Controlling Party” shall mean, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Articles 6.2 and 6.3 of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Consideration” shall have the meaning set forth in the Separation Agreement.

“Contribution” shall have the meaning set forth in the Separation Agreement.

“Danaher” shall have the meaning set forth in the preamble hereto.

“Danaher Affiliated Group” shall mean an affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which a member of the Danaher Group is a member.

“Danaher Common Stock” shall have the meaning set forth in the Separation Agreement.

“Danaher Federal Consolidated Income Tax Return” shall mean any U.S. federal income Tax Return for a Danaher Affiliated Group.

“Danaher Group” shall mean Danaher and each Person that is a Subsidiary of Danaher (other than Veralto and any other member of the Veralto Group).

“Danaher Retained Business” shall have the meaning set forth in the Separation Agreement.

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“Danaher Separate Return” shall mean any Tax Return of or including any member of the Danaher Group (including any consolidated, combined or unitary return) that does not include any member of the Veralto Group.

“Distribution” shall have the meaning set forth in the preamble hereto.

“Distribution Date” shall mean the date on which the Distribution is completed.

“Distribution Taxes” means any Taxes incurred solely as a result of the failure of the Transactions to qualify for the Tax-Free Status of the Transactions.

“Employee Matters Agreement” shall have the meaning set forth in the Separation Agreement.

“Employment Tax” shall mean those Liabilities (as defined in the Separation Agreement) for Taxes which are allocable pursuant to the provisions of the Employee Matters Agreement.

“Federal Income Tax” shall mean any Tax imposed by Subtitle A of the Code other than an Employment Tax, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Final Determination” shall mean the final resolution of liability for any Tax for any taxable period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period, (c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

“Foreign Tax” shall mean any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Group” shall mean either the Veralto Group or the Danaher Group, as the context requires.

“Income Tax” shall mean any federal, state, local or Foreign Tax determined by reference to income, gains, net worth, gross receipts, or any Taxes imposed in lieu of such a Tax.

“Indemnifying Party” shall have the meaning set forth in Article 5.2.

“Indemnitee” shall have the meaning set forth in Article 5.2.

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“IRS” shall mean the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

“IRS Ruling” means any U.S. federal income Tax ruling and any supplements thereto, issued to Danaher by the IRS in connection with the Transactions, the Separation and any related transactions.

“IRS Ruling Request” means any letter filed by Danaher with the IRS requesting a ruling regarding certain tax consequences of the Transactions, the Separation and any related transaction and any amendment or supplement to such ruling request letter.

“Joint Return” shall mean any Tax Return that actually includes, by election or otherwise, one or more members of the Danaher Group together with one or more members of the Veralto Group.

“Law” shall have the meaning set forth in the Separation Agreement.

“Non-Controlling Party” shall mean, with respect to a Tax Contest, the Party that is not entitled to control such Tax Contest pursuant to Articles 6.2 and 6.3 of this Agreement.

“Parties” shall mean the parties to this Agreement.

“Past Practices” shall have the meaning set forth in Article 3.5.

“Person” shall have the meaning set forth in the Separation Agreement.

“Post-Distribution Period” shall mean any taxable period (or portion thereof) beginning after the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period beginning after the Distribution Date.

“Pre-Distribution Period” shall mean any taxable period (or portion thereof) ending on or before the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date.

“Prohibited Acts” shall have the meaning set forth in Article 4.2.

“Proposed Acquisition Transaction” shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Veralto management or shareholders, is a hostile acquisition, or otherwise, as a result of which Veralto (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from Veralto (or any successor thereto) and/or one or more holders of Veralto Common Stock, respectively, any amount of stock of Veralto, that would, when combined with any other direct or indirect changes in ownership of the stock of Veralto pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise fifty percent

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(50%) or more of (i) the value of all outstanding shares of Veralto as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of Veralto as of the date of the such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Veralto of a shareholder rights plan or (ii) issuances by Veralto that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“Reasonable Basis” shall mean reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

“Refund” shall mean any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided, however, that the amount of any refund of Taxes shall be net of any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such refund, including any Taxes imposed by way of withholding or offset.

“Reorganization” shall have the meaning set forth in the recitals.

“Responsible Party” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

“Restricted Period” shall mean the period which begins with the Distribution Date and ends two (2) years thereafter.

“Separate Return” shall mean a Danaher Separate Return or a Veralto Separate Return, as the case may be.

“Separation” shall have the meaning set forth in the recitals.

“Separation Agreement” shall have the meaning set forth in the recitals.

“Separation Plan” shall have the meaning set forth in the Separation Agreement.

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“Straddle Period” shall mean any taxable year or other taxable period that begins on or before the Distribution Date and ends after the Distribution Date.

“State Tax” means any Tax imposed by any State of the United States or by any political subdivision of any such State, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“Subsidiary” shall have the meaning set forth in the Separation Agreement.

“Tax” or “Taxes” shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or non-United States Taxing Authority, including, without limitation, income, gross receipts, employment, estimated, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative or add-on minimum or other taxes, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

“Tax Attribute” shall mean net operating losses, capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

“Tax Certificates” shall mean any certificates of officers of Danaher and Veralto, provided to Skadden, Arps, Slate, Meagher & Flom LLP or any other Law or accounting firm in connection with any Tax Opinion issued in connection with the Transactions.

“Tax Contest” shall have the meaning set forth in Article 6.1.

“Tax-Free Status of the Transactions” shall mean the qualification of (i) certain steps in the Reorganization, the Contribution (and Danaher’s receipt of Veralto Common Stock and the Consideration) and the Distribution, taken together, (a) as a reorganization described in Sections 368(a)(1)(D) and 355(a) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c) and 361(c) of the Code, (c) as a transaction in which Danaher will recognize no income or gain for U.S. federal income tax purposes with respect to the receipt of the Consideration by reason of Sections 355 and 361 of the Code and (d) as a transaction in which Danaher, Veralto and the holders of Danaher Common Stock recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than, in the case of Danaher and Veralto, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to

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Section 1502 of the Code and (ii) any of the other transactions in the Reorganization that are intended to be treated as free from Tax from being so treated for U.S. federal income tax purposes.

“Tax Item” shall mean any item of income, gain, loss, deduction, or credit.

“Tax Law” shall mean the law of any Taxing Authority or political subdivision thereof relating to any Tax.

“Tax Materials” shall have the meaning set forth in Article 4.1(a).

“Tax Opinion” shall mean any written opinion of Skadden, Arps, Slate, Meagher & Flom LLP or any other Law or accounting firm, regarding certain tax consequences of certain transactions executed as part of the Transactions.

“Tax Records” shall have the meaning set forth in Article 8.1.

“Tax-Related Losses” shall mean (i) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (ii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Danaher (or any of its Affiliates) or Veralto (or any of its Affiliates) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Transactions or any transaction associated therewith to qualify for the Tax-Free Status of the Transactions.

“Tax Return” shall mean any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

“Taxing Authority” shall mean any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“Transactions” means the Reorganization, the Contribution, and the Distribution.

“Transaction Taxes” shall mean all (i) sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed with respect to the Separation and the Distribution and (ii) any capital gains Taxes imposed with respect to the steps taken pursuant to the Separation Plan, including in each case, any withholding in respect of such Taxes; provided, however, that Transaction Taxes shall not include any Taxes incurred as a result of (x) Veralto’s breach of any obligation under the Separation Agreement, this Agreement, or any Ancillary Agreement, or (y) Veralto undertaking any action described in

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Section 4.2(a) or Section 4.2(b), without regard to whether an Unqualified Tax Opinion may have been provided or whether Danaher consented to any such action.

“Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant tax period.

“Unqualified Tax Opinion” shall mean a “will” opinion, without substantive qualifications, of a nationally recognized Law or accounting firm, to the effect that a transaction will not affect the Tax-Free Status of the Transactions.

“Veralto” shall have the meaning set forth in the preamble hereto.

“Veralto Business” shall have the meaning set forth in the Separation Agreement.

“Veralto Common Stock” shall have the meaning set forth in the Separation Agreement.

“Veralto Disqualifying Action” means (a) any action (or the failure to take any action) by any member of the Veralto Group after the Distribution (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) after the Distribution involving the capital stock of Veralto or any assets of any member of the Veralto Group or (c) any breach by any member of the Veralto Group after the Distribution of any representation, warranty or covenant made by them in this Agreement, that, in each case, would adversely affect the Tax-Free Status of the Transactions; provided, however, that the term “Veralto Disqualifying Action” shall not include any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Transactions.

“Veralto Group” shall mean Veralto and each Person that will be a Subsidiary of Veralto as of immediately after the Distribution Date.

“Veralto Separate Return” shall mean any Tax Return of or including any member of the Veralto Group (including any consolidated, combined or unitary return) that does not include any member of the Danaher Group.

ARTICLE II

PAYMENTS AND TAX REFUNDS

2.1    U.S. Federal Income Tax Relating to Joint Returns.

(a)    Danaher shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

(b)    Veralto shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Joint Return (including any increase in such

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Tax as a result of a Final Determination) which Taxes are attributable to the Veralto Business for all Post-Distribution Periods.

(c)    Danaher shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those Federal Income Taxes described in Section 2.1(b) for all Post-Distribution Periods.

2.2    U.S. Federal Income Tax Relating to Separate Returns.

(a)    Danaher shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Danaher Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)    Veralto shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Veralto Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

2.3    U.S. State Tax Relating to Joint Returns.

(a)    Danaher shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

(b)    Veralto shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) which Taxes are attributable to the Veralto Business for all Post-Distribution Periods.

(c)    Danaher shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those State Taxes described in Section 2.3(b) for all Post-Distribution Periods.

2.4    U.S. State Tax Relating to Separate Returns.

(a)    Danaher shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Danaher Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)    Veralto shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Veralto Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

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2.5    Foreign Tax Relating to Joint Returns.

(a)    Danaher shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

(b)    Veralto shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) which Taxes are attributable to the Veralto Business for all Post-Distribution Periods.

(c)    Danaher shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those Foreign Taxes described in Section 2.5(b) for all Post-Distribution Periods.

2.6    Foreign Tax Relating to Separate Returns.

(a)    Danaher shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Danaher Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b)    Veralto shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Veralto Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

2.7    Certain Transaction Taxes. Notwithstanding the provisions set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5, and 2.6, Danaher shall pay and be responsible for any Transaction Taxes.

2.8    Determination of Tax Attributable to the Veralto Business.

(a)    For purposes of Section 2.1(b), the amount of Federal Income Taxes attributable to the Veralto Business shall be reasonably determined by Danaher on a pro forma Veralto Group consolidated return prepared:

(i)    including only Tax Items of members of the Veralto Group that were included in the relevant Danaher Federal Consolidated Income Tax Return;

(ii)    except as provided in Section 2.8(a)(iv) hereof, using all elections, accounting methods and conventions used on the relevant Danaher Federal Consolidated Income Tax Return for such period;

(iii)    applying the highest statutory marginal corporate income Tax rate in effect for such taxable period;

(iv)    assuming that the Veralto Group elects not to carry back any net operating losses.

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(b)    The amount of State Taxes and Foreign Taxes shall be as reasonably determined by Danaher in a manner consistent with the principles of Section 2.8(a), to the extent relevant.

2.9    Allocation of Employment Taxes. Liability for Employment Taxes shall be determined pursuant to the Employee Matters Agreement.

2.10    Tax Refunds.

(a)    Danaher shall be entitled to all Refunds related to Taxes the liability for which is allocated to Danaher pursuant to this Agreement. Veralto shall be entitled to all Refunds related to Taxes the liability for which is allocated to Veralto pursuant to this Agreement.

(b)    Veralto shall pay to Danaher any Refund received by Veralto or any member of the Veralto Group that is allocable to Danaher pursuant to this Section 2.10 no later than five (5) Business Days after the receipt of such Refund. Danaher shall pay to Veralto any Refund received by Danaher or any member of the Danaher Group that is allocable to Veralto pursuant to this Section 2.10 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Section 2.10, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

2.11    Tax Benefits. If Danaher determines, in its good faith discretion, that: (i) one Party is responsible for a Tax pursuant to this Agreement or under applicable Law and (ii) the other Party is entitled to a deduction, credit or other Tax benefit relating to such Tax, then the Party entitled to such deduction, credit or other Tax benefit shall pay to the Party responsible for such Tax the amount of the Tax benefit arising from such deduction, credit or other Tax benefit, as determined by Danaher in its discretion.

2.12    Prior Agreements. Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Danaher Group and any member of the Veralto Group shall be terminated with respect to the Veralto Group and the Danaher Group as of the Distribution Date. No member of either the Veralto Group or the Danaher Group shall have any continuing rights or obligations under any such agreement.

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

3.1    Danaher’s Responsibility. Danaher shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Joint Returns and all Danaher Separate Returns, including any amended Joint Returns or amended Danaher

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Separate Returns. Notwithstanding the foregoing, with respect to any Joint Return with respect to Foreign Taxes, to the extent that any expenses related to a previously filed Joint Return for similar Foreign Taxes were customarily paid by a member of the Veralto Group, as determined by Danaher in its discretion, then any similar expenses shall be borne by Veralto, including, for the avoidance of doubt, any expenses related to the preparation of transfer pricing documentation.

3.2    Veralto’s Responsibility. Veralto shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the Veralto Group other than those Tax Returns which Danaher is required to prepare and file under Section 3.1, including any amended Tax Returns. The Tax Returns required to be prepared and filed by Veralto under this Section 3.2 shall include any Veralto Separate Returns and any amended Veralto Separate Returns.

3.3    Right To Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Danaher Retained Business or the Veralto Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments, provided, however, with respect to any Tax Return required to be filed before the Distribution Date with respect to which Danaher is the Preparing Party, Danaher shall consider Veralto’s comments in good faith but shall not be required to accept such comments.

3.4    Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Article VIII. Notwithstanding anything to the contrary in this Agreement, Danaher shall not be required to disclose to Veralto any consolidated, combined, unitary, or other similar Joint Return of which a member of the Danaher Group is the common parent or any information related to such a Joint Return other than information relating solely to the Veralto Group; provided, that Danaher shall provide such additional information that is reasonably required in order for Veralto to determine the Taxes attributable to the Veralto Business. If an amended Separate Return for States Taxes for which Veralto is responsible under this Article II is required to be filed as a result of an amendment made to a Joint Return for Federal Income Tax pursuant to an audit adjustment, then the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third party preparers.

3.5    Tax Reporting Practices. Except as provided in Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Veralto is the Responsible Party, such Tax Return shall

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be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Veralto; and (ii) that, to the extent consistent with clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Veralto shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Veralto shall not be permitted, and shall not permit any member of the Veralto Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired without Danaher’s prior written consent. Notwithstanding anything to the contrary herein, if Danaher determines, in its sole discretion, that an election shall be made with respect to any transaction undertaken in connection with the Separation or the Transactions, Veralto agrees to take any such action that is necessary to effect such election, including the execution of any document to effect such election, as determined by Danaher.

3.6    Reporting of the Transactions. The Tax treatment of any step in or portion of the Transactions shall be reported on each applicable Tax Return consistently with the Tax-Free Status of the Transactions, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Transactions shall be reported. If Danaher determines, in its sole discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Distribution, Veralto agrees to take any such action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as determined by Danaher. If such a protective election is made, this Agreement shall be amended in such a manner as is determined by Danaher in its good faith discretion to compensate Danaher for any tax benefits realized by Veralto as a result of such election.

3.7    Payment of Taxes.

(a)    With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Party shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any Taxes due in respect of any such Tax Return.

(b)    In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the

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amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.

(c)    With respect to any estimated Taxes, the Party that is or will be the Responsible Party with respect to any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any estimated Taxes due. In the case of any estimated Taxes for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes that will be reported as due on any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such estimated Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.

3.8    Amended Returns and Carrybacks.

(a)    Veralto shall not, and shall not permit any member of the Veralto Group to, file or allow to be filed any request for an Adjustment for any taxable period (or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of Danaher, such consent to be exercised in Danaher’s sole discretion.

(b)    Veralto shall, and shall cause each member of the Veralto Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date and (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date.

(c)    Veralto shall not, and shall cause each member of the Veralto Group not to, without the prior written consent of Danaher, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Danaher’s sole discretion.

(d)    Receipt of consent by Veralto or a member of the Veralto Group from Danaher pursuant to the provisions of this Section 3.8 shall not limit or modify Veralto’s continuing indemnification obligation pursuant to Article V.

3.9    Tax Attributes. Danaher shall in good faith advise Veralto in writing of the amount, if any, of any Tax Attributes, which Danaher determines, in its good faith discretion, shall be allocated or apportioned to the Veralto Group under applicable Law. Veralto and all

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members of the Veralto Group shall prepare all Tax Returns in accordance with such written notice. Veralto agrees that it shall not dispute Danaher’s allocation or apportionment of Tax Attributes. For the avoidance of doubt, Danaher shall not be required to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, “earnings & profits studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business in order to comply with this Section 3.9.

ARTICLE IV

TAX-FREE STATUS OF THE DISTRIBUTION

4.1    Representations and Warranties.

(a)    Danaher, on behalf of itself and all other members of the Danaher Group, hereby represents and warrants that (i) it has examined the IRS Ruling, the IRS Ruling Request and any other materials delivered or deliverable in connection with the issuance of the IRS Ruling and the Tax Certificates (collectively, the “Tax Materials”) and (ii) the facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to Danaher or any member of the Danaher Group or the Danaher Retained Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Danaher, on behalf of itself and all other members of the Danaher Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Danaher or any member of the Danaher Group or the Danaher Retained Business.

(b)    Veralto, on behalf of itself and all other members of the Veralto Group, hereby represents and warrants that (i) it has examined the Tax Materials and (ii) the facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to Veralto or any member of the Veralto Group or the Veralto Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Veralto, on behalf of itself and all other members of the Veralto Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Veralto or any member of the Veralto Group or the Veralto Business.

(c)    Each of Danaher, on behalf of itself and all other members of the Danaher Group, and Veralto, on behalf of itself and all other members of the Veralto Group represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Transactions to be other than the Tax-Free Status of the Transactions.

(d)    Each of Danaher, on behalf of itself and all other members of the Danaher Group, and Veralto, on behalf of itself and all other members of the Veralto Group represents and warrants that it has no plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials.

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4.2    Restrictions Relating to the Distribution.

(a)    Veralto, on behalf of itself and all other members of the Veralto Group, hereby covenants and agrees that no member of the Veralto Group will take, fail to take, or permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or (ii) any action which constitutes an Veralto Disqualifying Action.

(b)    During the Restricted Period, Veralto:

(i)    shall continue and cause to be continued the active conduct of the Veralto Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution,

(ii)    shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is a liquidation for U.S. federal income tax purposes),

(iii)    shall not (1) enter into any Proposed Acquisition Transaction or, to the extent Veralto has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4) merge or consolidate with any other Person or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Certificates) which in the aggregate would, when combined with any other direct or indirect changes in ownership of Veralto capital stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a fifty-percent or greater interest in Veralto or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions; and

(iv)    shall not and shall not permit any member of the Veralto Group, to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for federal income tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than 20% of the consolidated gross assets of Veralto or the Veralto Group. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes or (4) any mandatory or optional repayment (or pre-payment) of any

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indebtedness of Veralto or any member of the Veralto Group. The percentages of gross assets or consolidated gross assets of Veralto or the Veralto Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Veralto and the members of the Veralto Group as of the Distribution Date. For purposes of this Section 4.2(b)(iv), a merger of Veralto or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of Veralto shall constitute a disposition of all of the assets of Veralto or such Subsidiary.

(c)    Notwithstanding the restrictions imposed by Section 4.2(a) and (b), Veralto or a member of the Veralto Group may take any of the actions or transactions described therein if Veralto either (i) obtains an Unqualified Tax Opinion in form and substance reasonably satisfactory to Danaher or (ii) obtains the prior written consent of Danaher waiving the requirement that Veralto obtain an Unqualified Tax Opinion, such waiver to be provided in Danaher’s sole and absolute discretion. Danaher’s evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. Veralto shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Danaher for all reasonable out-of-pocket expenses that Danaher or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Danaher’s waiver of Veralto’s obligation to deliver an Unqualified Tax Opinion shall limit or modify Veralto’s continuing indemnification obligation pursuant to Article V.

ARTICLE V

INDEMNITY OBLIGATIONS

5.1    Indemnity Obligations.

(a)    Danaher shall indemnify and hold harmless Veralto from and against, and will reimburse Veralto for, (i) all liability for Taxes allocated to Danaher pursuant to Article II, and (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Danaher Group pursuant to this Agreement and (iii) the amount of any Refund received by any member of the Danaher Group that is allocated to Veralto pursuant to Section 2.10(a).

(b)    Without regard to whether an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Veralto shall indemnify and hold harmless Danaher from and against, and will reimburse Danaher for, (i) all liability for Taxes allocated to Veralto pursuant to Article II, (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Veralto Group pursuant to this Agreement, (iii) the amount of any Refund received by any member of the Veralto Group that is allocated to Danaher pursuant to Section 2.10(a) and (iv) any Distribution Taxes and Tax-

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Related Losses attributable to an Veralto Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied).

(c)    To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Danaher and Veralto according to relative fault.

5.2    Indemnification Payments.

(a)    Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.

(b)    If, as a result of any change or redetermination made with respect to Sections 2.2 or 2.7, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than five (5) Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

5.3    Payment Mechanics.

(a)    All payments under this Agreement shall be made by Danaher directly to Veralto and by Veralto directly to Danaher; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Danaher Group, on the one hand, may make such indemnification payment to any member of the Veralto Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article 5.4.

(b)    In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

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5.4    Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by Danaher to Veralto, or (ii) a distribution by Veralto to Danaher, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution. Notwithstanding the foregoing, Danaher shall notify Veralto if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

ARTICLE VI

TAX CONTESTS

6.1    Notice. Each Party shall notify the other Party in writing within ten (10) days after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Taxes for which the other Party may be liable pursuant to this Agreement, and thereafter shall promptly forward or make available to such Party copies of notices and communications relating to such Tax Contest.

6.2    Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

6.3    Joint Return. In the case of any Tax Contest with respect to any Joint Return, Danaher shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest. Notwithstanding the foregoing, to the extent a portion of any such Tax Contest with respect to a Joint Return with respect to Foreign Taxes relates to a matter which was customarily controlled by a member of the Veralto Group, as determined by Danaher in its sole discretion, then Danaher may elect that Veralto shall be responsible for conduct of such portion of such Tax Contest and any expenses related thereto, including expenses relating to supporting transfer pricing analysis.

6.4    Obligation of Continued Notice. During the pendency of any Tax Contest or threatened Tax Contest, each of the Parties shall provide prompt notice to the other Party of any written communication received by it or a member of its respective Group from a Taxing Authority regarding any Tax Contest for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Taxing Authority and

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contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Taxing Authority in respect of any such matters. Such notice shall be provided in a reasonably timely fashion; provided, however, that in the event that timely notice is not provided, a Party shall be relieved of its obligation to indemnify the other Party only to the extent that such delay results in actual increased costs or actual prejudice to such other Party.

6.5    Tax Contest Cooperation Rights. Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; and (iii) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

ARTICLE VII

COOPERATION

7.1    General.

(a)    Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate, with all reasonable requests in writing from the other Party, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of any Tax Return, claims for Refunds, the conduct of any Tax Contest, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation, at each Party’s own cost:

(i)    the provision of any Tax Returns of either Party or any member of either Party’s Group, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

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(ii)    the execution of any document (including any power of attorney) in connection with any Tax Contest of either Party or any member of either Party’s Group, or the filing of a Tax Return or a Refund claim of either Party or any member of either Party’s Group;

(iii)    the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and

(iv)    the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of either Party or any member of either Party’s Group.

Each Party shall make its employees and facilities available, without charge, on a mutually convenient basis to facilitate such cooperation.

7.2    Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the treatment of payments between the Danaher Group and the Veralto Group as set forth in Section 5.4 or (b) the Tax-Free Status of the Transactions.

ARTICLE VIII

RETENTION OF RECORDS; ACCESS

8.1    Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) sixty (60) days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof) and (ii) seven years after the Distribution Date, the Parties shall retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “Tax Records”) in respect of Taxes of any member of either the Danaher Group or the Veralto Group for any Pre-Distribution Period or Straddle Period or for any Tax Contests relating to such Tax Returns. At any time after the Distribution Date that the Danaher Group proposes to destroy such records or documents, it shall first notify the Veralto Group in writing and the Veralto Group shall be entitled to receive such records or documents proposed to be destroyed. At any time after the Distribution Date that the Veralto Group proposes to destroy such records or documents, it shall first notify the Danaher Group in writing and the Danaher Group shall be entitled to receive such records or documents proposed to be destroyed. The Parties will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

8.2    Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed

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or stored on any computer program or information technology system) in their possession and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any professional fees.

ARTICLE IX

DISPUTE RESOLUTION

9.1    In the event of any dispute between the Parties as to any matter covered by this Agreement, the Parties shall appoint a nationally recognized independent public accounting firm (the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by Danaher and Veralto and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, but in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Danaher and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1    Conflicting Agreements. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Separation Agreement, this Agreement shall control with respect to the subject matter thereof.

10.2    Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

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10.3    Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto, to the same extent as if such successor had been an original party to this Agreement.

10.4    Application to Present and Future Subsidiaries. This Agreement is being entered into by Danaher and Veralto on behalf of themselves and the members of their respective Group. This Agreement shall constitute a direct obligation of each such Party and shall be deemed to have been readopted and affirmed on behalf of any entity that becomes a Subsidiary of Danaher or Veralto in the future.

10.5    Assignability. This Agreement shall not be assigned by any Party without the prior written consent of the other Party hereto, except that each Party may assign its respective rights or delegate its respective obligations under this Agreement to any Affiliate of such Party; provided, however, that in connection with each such assignment or delegation, the assigning Party provides a guarantee to the non-assigning Party for any liability or obligation assigned or delegated pursuant to this Section 10.5; provided, further, that Veralto shall only be entitled to assign its rights or delegate its obligations under this Agreement with the prior written consent of Danaher.

10.6    No Fiduciary Relationship. The duties and obligations of the Parties, and their respective successors and permitted assigns, contained herein are the extent of the duties and obligations contemplated by this Agreement; nothing in this Agreement is intended to create a fiduciary relationship between the Parties hereto, or any of their successors and permitted assigns, or create any relationship or obligations other than those explicitly described.

10.7    Further Assurances. Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

10.8    Survival. Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants and obligations contained in this Agreement shall survive until the expiration of the applicable statute of limitations with respect to any such matter (including extensions thereof).

10.9    Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed by a non-automated response (followed by delivery of an original via overnight courier service) or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at

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such other address for a Party as shall be specified in a notice given in accordance with this Section 10.9):

If to Danaher, to:

Danaher Corporation

2200 Pennsylvania Ave., NW - Suite 800W

Washington, DC 20037-1701

Attn: General Counsel

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

1 Manhattan West

New York, NY 10001

Attn: Gavin A. White

Facsimile: (917) 777-3418

If to Veralto, to:

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts 02451

Attn: General Counsel

10.10    Effective Date. This Agreement shall become effective only upon the Distribution Date.

10.11    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties (including by facsimile, by .pdf, .gif, .jpeg or similar attachment to electronic mail or by DocuSign).

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

DANAHER CORPORATION
By:	/s/ Matthew R. McGrew
Name:	Matthew R. McGrew
Title:	Executive Vice President and Chief
	Financial Officer
VERALTO CORPORATION
By:	/s/ Jennifer Honeycutt
Name:	Jennifer Honeycutt
Title:	President, Chief Executive Officer and
	Secretary

[Signature Page to Tax Matters Agreement]

EX-10.3

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

by and between

DANAHER CORPORATION

and

VERALTO CORPORATION

Dated as of September 29, 2023

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be.

WITNESSETH:

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”); and

WHEREAS, pursuant to the Separation Agreement, certain services are to continue to be provided by the Danaher Group to the Veralto Group and by the Veralto Group to the Danaher Group after the Distribution Date upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01    Certain Defined Terms.

(a)Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.

(b)The following capitalized terms used in this Agreement shall have the meanings set forth below:

“Danaher Provider” means Danaher or a Provider that is a member of the Danaher Group.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Force Majeure” means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure or interruption of networks or energy sources.

“Prime Rate” means the rate last quoted as of the time of determination by The Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate as of such time, or, if such rate is no longer quoted therein, any similar rate quoted therein

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(as determined by Danaher) or any similar release by the Federal Reserve Board (as determined by Danaher).

“Provider” means the Party or its Affiliates providing a Service or access to a Facility under this Agreement.

“Recipient” means the Party to whom a Service or access to a Facility is being provided under this Agreement.

“Veralto Provider” means Veralto or a Provider that is a member of the Veralto Group.

“Virus(es)” means any computer instructions (i) that have a material adverse effect on the operation, security or integrity of a computing telecommunications or other digital operating or processing system or environment, including other programs, data, databases, computer libraries and computer and communications equipment, by altering, destroying, disrupting or inhibiting such operation, security or integrity; (ii) that without functional purpose, self-replicate without manual intervention; or (iii) that purport to perform a useful function but which actually perform either a destructive or harmful function, or perform no useful function and utilize substantial computer, telecommunications or memory resources.

ARTICLE II

SERVICES, ACCESS TO FACILITIES AND DURATION

Section 2.01    Services. Subject to the terms and conditions of this Agreement, Danaher shall provide (or cause to be provided) to the Veralto Group all of the services listed in Schedule 2.01-1 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Danaher Provided Services”). Subject to the terms and conditions of this Agreement, Veralto shall provide (or cause to be provided) to the Danaher Group all of the services listed in Schedule 2.01-2 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Veralto Provided Services,” and collectively with the Danaher Provided Services and any Additional Services, the “Services”).

Section 2.02    Access to Facilities. Subject to the terms and conditions of this Agreement, Danaher shall provide (or cause to be provided) to the Veralto Group access to the facilities, equipment and software listed in Schedule 2.02-1 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Danaher Provided Facilities”). Subject to the terms and conditions of this Agreement, Veralto shall provide (or cause to be provided) to the Danaher Group access to the facilities, equipment and software listed in Schedule 2.02.-2 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Veralto Provided Facilities,” and collectively with the Danaher Provided Facilities and any Additional Facilities, the “Facilities”).

Section 2.03    Duration of Services and Access to Facilities. Subject to Section 6.01 hereof, each of Danaher and Veralto shall provide or cause to be provided to the respective

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Recipients each Service or access to each Facility until the expiration of the period set forth next to such Service or Facility on the applicable Schedules hereto but, in any event, no later than the second (2nd) anniversary of the Distribution Date (the “Term”); provided, however, to the extent that a Danaher Provider’s ability to provide a Danaher Provided Service or access to a Danaher Provided Facility, as the case may be, is dependent on the continuation of either a Veralto Provided Service or access to a Veralto Provided Facility, as the case may be, Danaher’s obligation to provide, or cause to be provided, such Danaher Provided Service or access to such Danaher Provided Facility shall terminate automatically with the termination of such supporting Veralto Provided Service or access to such supporting Veralto Provided Facility; provided, further, to the extent that a Veralto Provider’s ability to provide a Veralto Provided Service or access to a Veralto Provided Facility, as the case may be, is dependent on the continuation of either a Danaher Provided Service or access to a Danaher Provided Facility, as the case may be, Veralto’s obligation to provide, or cause to be provided, such Veralto Provided Service or access to such Veralto Provided Facility shall terminate automatically with the termination of such supporting Danaher Provided Service or access to such supporting Danaher Provided Facility.

Section 2.04    Additional Services and Access to Additional Facilities. If, within four (4) months after the Distribution Date, Danaher or Veralto (or the Danaher Transition Manager or Veralto Transition Manager, as applicable) identifies a service that (a) the Danaher Group provided to the Veralto Group during the one (1)-year period prior to the Distribution Date that the Veralto Group reasonably needs in order for the Veralto Business to continue to operate in substantially the same manner in which the Veralto Business operated prior to the Distribution Date, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided), or (b) the Veralto Group provided to the Danaher Group prior to the Distribution Date that the Danaher Group reasonably needs in order for the Danaher Group to continue to operate their businesses other than the Veralto Business (the “Danaher Business”) in substantially the same manner in which such businesses operated prior to the Distribution Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided), and in each case the proposed Recipient of such service is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto and Danaher shall use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Distribution Date, Danaher or Veralto identifies access to additional facilities, equipment or software that (x) the Danaher Group provided to the Veralto Group during the one (1)-year period prior to the Distribution Date that the Veralto Group reasonably needs in order for the Veralto Business to continue to operate in substantially the same manner in which the Veralto Business operated prior to the Distribution Date, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided), or (y) the Veralto Group provided to Danaher or its Affiliates prior to the Distribution Date that the Danaher Group reasonably needs in order for the Danaher Business to continue to operate in substantially the same manner in which the Danaher Business operated prior to the Distribution Date, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided), and in each case the proposed Recipient of such facilities, equipment or software is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto and Danaher shall use commercially reasonable

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efforts to provide such requested access (such additional facilities, equipment and software, the “Additional Facilities”). Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such services, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.

Section 2.05    Exception to Obligation to Provide Services or Access to Facilities. Notwithstanding anything in this Agreement to the contrary, including Danaher’s and Veralto’s obligations set forth in Section 2.01 hereof, the relevant Providers shall not be obligated to (and neither Danaher nor Veralto shall be obligated to cause any Provider to) provide any Services or access to any Facilities if the provision of such Services or access to such Facilities would violate any Law or any Contract to which Danaher, Veralto, any of Danaher’s or Veralto’s Affiliates or any of the Providers are subject; provided, however, that Danaher and Veralto shall comply with Section 7.02 in obtaining any Consents necessary to provide such Services or access to such Facilities.

Section 2.06    Standard of the Provision of Services or Access to Facilities. The provision of Services and access to Facilities shall be provided in the manner and at a level substantially consistent with that provided by the Providers immediately preceding the Distribution Date. All of the Danaher Provided Services and Danaher Provided Facilities shall be for the sole use and benefit of Veralto Group, and all of the Veralto Provided Services and Veralto Provided Facilities shall be for the sole use and benefit of the Danaher Group; provided that nothing in this Section 2.06 is intended to limit a Provider’s access to or use of its own Facilities except as may be set forth in the applicable Schedule 2.02.

Section 2.07    Change in Services or Access to Facilities. The Providers may from time to time reasonably supplement, modify, substitute or otherwise alter the Services provided and access to the Facilities in a manner that does not materially adversely affect the quality or availability of Services or access to the Facilities or increase the cost of using such Services or accessing such Facilities.

Section 2.08    Subcontractors. A Provider may subcontract any of the Services or portion thereof to any other Person, including any Affiliate of the Provider; provided, however, that such other Person shall be subject to service standards and confidentiality provisions at least equivalent to those set forth herein, and such Provider shall in all cases remain primarily responsible for all of its obligations hereunder with respect to the Services provided by such subcontractor.

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Section 2.09    Electronic Access.

(a)To the extent that the performance or receipt of Services or access to Facilities hereunder requires access to a Group’s intranet or other internal systems by the other Group (the “Accessing Group”), the Party whose Group intranet or other internal systems is being accessed shall provide or cause to be provided limited access to such systems, subject to policies, procedures and limitations to be determined by such Party. From and after the Distribution Date, a Party shall cause its Accessing Group to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of the other Party, copies of which shall be made available to the Accessing Group upon reasonable request.

(b)While Services and access to Facilities are being provided hereunder, the Parties shall take commercially reasonable measures to ensure that no Virus or similar items are coded or introduced into the Services or Facilities. With respect to Services or access to Facilities provided by third parties, compliance with the applicable agreement with such third party shall be deemed sufficient commercially reasonable measures. If a Virus is found to have been introduced into such Services or Facilities, the Parties hereto shall use commercially reasonable efforts to cooperate and to diligently work together and with each Provider providing the Services or access to Facilities to eliminate the effects of the Virus.

(c)The Parties shall, and shall cause their respective Providers to, exercise reasonable care in providing, accessing and using the Services and Facilities to prevent access to the Services and Facilities by unauthorized Persons.

ARTICLE III

COSTS AND DISBURSEMENTS

Section 3.01    Costs and Disbursements.

(a)Each Party (or its designee) shall pay to the other Party providing, or causing to be provided, the applicable Service or Facility a monthly fee for such Service or access to such Facility as set forth therefor in the applicable Schedule hereto, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated for the portion of such month provided or made available. During the Term, the amount of a Service Charge for any Services or access to Facilities shall not increase, except to the extent that there is an increase after the Distribution Date in the costs actually incurred by the Provider in providing such Services or access to Facilities, including as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the

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Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in the payroll or benefits for any personnel used by the Provider in providing the Services or access to Facilities, or (iv) any increase in costs relating to any changes requested by the Recipient in the nature of the Services or access to Facilities provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment).

(b)As of the Distribution Date, the Parties shall mutually agree on a form of invoice to be issued for the aggregate of Service Charges by each Party. Each of Danaher and Veralto (or their designees), as applicable, shall deliver invoices to the other Party (or its designees) in accordance with the terms hereof, beginning as of the Distribution Date and, thereafter, on or prior to the tenth (10th) day following the fiscal month end for each succeeding month or week (in accordance with the terms hereof) for the duration of this Agreement (or at such other frequency as is consistent with the basis on which the Service Charges are determined and, if applicable, charged to Affiliates of each Party) in arrears for the Service Charges due under this Agreement. Each of Danaher or Veralto (or their designees) shall pay, or cause to be paid, the amount of such invoice by wire transfer or check to the other Party (or its designees) within fifteen (15) days of the date of such invoice; provided that (i) any Contracts that prescribe other payment terms for any other individual Service or access to a Facility shall continue to govern; and (ii) to the extent consistent with past practice with respect to Services or access to Facilities rendered outside the United States, payments may be required in local currency. If Danaher or Veralto (or their designees), as applicable, fails to pay such amount by such date, such Party shall be obligated to pay to the other Party providing, or causing to be provided, the Services and access to the Facilities, in addition to the amount due, interest on such amount at a rate per annum equal to the Prime Rate, from time to time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

Section 3.02    No Right to Set-Off. Each of Danaher or Veralto, as applicable, shall pay the full amount of Service Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the other Party under this Agreement, on account of any obligation owed by the other Party to Danaher or Veralto, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement that has not been finally adjudicated, settled or otherwise agreed upon by the Parties in writing; provided, however, that Danaher or Veralto, as applicable, shall be permitted to assert a set-off right with respect to any obligation that has been so finally adjudicated, settled or otherwise agreed upon by the Parties in writing against amounts owed by the other Party under this Agreement.

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ARTICLE IV

WARRANTIES AND COMPLIANCE

Section 4.01    Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge and agree that (a) the Services and Facilities are provided as-is, (b) the Recipients assume all risks and Liability arising from or relating to their use of and reliance upon the Services and the Facilities and (c) each Party and their respective Providers make no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY AND THEIR RESPECTIVE PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES AND THE FACILITIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, OR MERCHANTABILITY OR FITNESS OF THE SERVICES AND FACILITIES FOR A PARTICULAR PURPOSE.

Section 4.02    Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY WITH RESPECT TO THE SERVICES THAT COULD BE CONSTRUED TO REQUIRE PROVIDER TO DELIVER SERVICES HEREUNDER IN SUCH A MANNER TO ALLOW A RECIPIENT TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH RECIPIENT (OR ITS AFFILIATES).

ARTICLE V

LIABILITY AND INDEMNIFICATION

Section 5.01    Procedures. The provisions of Article V of the Separation Agreement shall govern any and all Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.

ARTICLE VI

TERMINATION

Section 6.01    Termination.

(a)Notwithstanding Section 2.03, this Agreement may be terminated earlier by Danaher: (i) if Veralto, any Veralto Provider or any of the Veralto Group are in material breach of the terms of this Agreement and such breach is not corrected within thirty (30)

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days of a written notice from Danaher or the Danaher Transition Manager of such breach; (ii) immediately upon written notice from Danaher or the Danaher Transition Manager, with respect to any Danaher Provided Service or access to any Danaher Provided Facility, if the continued performance of such Danaher Provided Service or the provision of access to such Danaher Provided Facility would be a violation of any Law or any Contract in effect prior to the Distribution Date; or (iii) upon any failure of Veralto to pay any outstanding Service Charge due to Danaher, except to the extent any part of an outstanding Service Charge is not paid due to a good faith dispute of such Service Charge by Veralto.

(b)Notwithstanding Section 2.03, this Agreement may be terminated earlier by Veralto: (i) if Danaher or any Danaher Provider is in material breach of the terms of this Agreement and such breach is not corrected within thirty (30) days of a written notice from Veralto or the Veralto Transition Manager of such breach; (ii) immediately upon written notice from Veralto or the Veralto Transition Manager, with respect to any Veralto Provided Service or access to any Veralto Provided Facility, if the continued performance of such Veralto Provided Service or the provision of access to such Veralto Provided Facility would be a violation of any Law or any Contract in effect prior to the Distribution Date; or (iii) upon the failure of Danaher to pay any outstanding Service Charge due to Veralto, except to the extent any part of an outstanding Service Charge is not paid due to a good faith dispute of such Service Charge by Danaher.

(c)Without prejudice to any rights with respect to a Force Majeure: (i) a Recipient may from time to time terminate this Agreement with respect to any Service or access to Facility, in whole but not in part: (A) for any reason or no reason upon providing at least thirty (30) days’ prior written notice to the Provider’s Veralto Transition Manager or Danaher Transition Manager, as applicable, of such termination (unless a longer notice period is specified in the Schedules attached hereto or in a third party Contract to provide Services or access to Facilities); (B) if the Provider of such Service or Facilities has failed to perform any of its material obligations under this Agreement with respect to such Service or access to Facility, and such failure shall continue to exist thirty (30) days after receipt by the Provider’s Veralto Transition Manager or Danaher Transition Manager, as applicable, of written notice of such failure from the Recipient’s Veralto Transition Manager or Danaher Transition Manager, as applicable; or (C) immediately upon mutual written agreement of the Parties; and (ii) a Provider may terminate this Agreement with respect to one or more Services or access to Facilities, in whole but not in part, at any time upon prior written notice to the Recipient’s Veralto Transition Manager or Danaher Transition Manager, as applicable, if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Services or access to Facilities, and such failure shall be continued uncured for a period of thirty (30) days after receipt by the Recipient’s Veralto Transition Manager or Danaher Transition Manager, as applicable, of a written notice of such failure from the Provider’s Veralto Transition Manager or Danaher Transition Manager, as applicable. The relevant Schedule shall be updated to reflect any terminated Service. In the event that the effective date of the termination of any Service or access to Facility is a day other than at the end of a month, the Service Charge associated with such Service or access to Facility shall be pro-rated appropriately.

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(d)A Recipient may from time to time request a reduction in part of the scope or amount of any Service or access to Facility. If requested to do so by the Recipient’s Veralto Transition Manager or Danaher Transition Manager, as applicable, the other Party, through its Veralto Transition Manager or Danaher Transition Manager, as applicable, agrees to discuss in good faith appropriate reductions to the relevant Service Charges in light of all relevant factors including the costs and benefits to the Provider of any such reductions. The relevant Schedule shall be updated to reflect any reduced Service agreed to in writing by the Parties. In the event that any Service or access to Facility is so reduced other than at the end of a month, the Service Charge associated with such Service or access to Facility for the month in which such Service or access to Facility is reduced shall be pro-rated appropriately.

(e)To the extent that a Recipient is not in compliance with Section 7.01(b) and such non-compliance remains unremedied for a period of ten (10) days, the Provider may terminate the provision of any Services or access to Facilities provided under such third party Contract.

Section 6.02    Effect of Termination.

(a)Upon termination of any Service or access to any Facility pursuant to this Agreement, the Provider of the terminated Service or access to the Facility or its Affiliate shall have no further obligation to provide the terminated Service or access to the Facility, and Danaher or Veralto, as applicable, shall have no obligation to pay any Service Charges relating to any such Service or access to such Facility; provided that Danaher or Veralto, as applicable shall remain obligated to the other Party for the Service Charges owed and payable in respect of Services or access to Facilities provided prior to the effective date of termination. In connection with termination of any Service or access to any Facility, the provisions of this Agreement not relating solely to such terminated Service or access to such Facility shall survive any such termination.

(b)In connection with a termination of this Agreement, Article IV, Article V, this Section 6.02, Article VIII, and Liability for all due and unpaid Service Charges shall continue to survive indefinitely.

Section 6.03 Force Majeure.

(a)No Party (or any Person acting on its behalf) shall have any Liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations; and (ii) the nature, quality and standard of care that the Provider shall provide in delivering a Service or providing access to a Facility after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides prior to the Force Majeure. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension

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as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause, and if the Provider is the Party so prevented then the Recipient shall not be obligated to pay the Service Charge for a Service or Facility to the extent and for so long as such Service or Facility is not made available to the Recipient hereunder as a result of such Force Majeure.

(b)During the period of a Force Majeure, the Recipient shall be entitled to seek an alternative service provider at its own cost with respect to such Services or access to such Facilities and Danaher or Veralto, as applicable, shall be entitled to permanently terminate such Services or access to such Facilities (and shall be relieved of the obligation to pay Service Charges for the provision of such Services or access to such Facilities throughout the duration of such Force Majeure or, in the event of such permanent termination, thereafter) if a Force Majeure shall continue to exist for more than fifteen (15) consecutive days.

ARTICLE VII

MANAGEMENT AND CONTROL

Section 7.01    Cooperation.

(a)During the Term, each Party shall, and shall cause its Affiliate Recipients to, use its commercially reasonable efforts to cooperate with the relevant Provider and its Affiliates with respect to such Provider providing the Services and access to the Facilities and responding to such Provider’s reasonable requests for information related to the functionality or operation of the Services and Facilities. Neither Party nor any of its Affiliates shall knowingly take any action which would substantially interfere with or substantially increase the cost of the other Party providing (or causing to be provided) any of the Services or access to the Facilities. After the Distribution Date, each Party and its Affiliates shall use its commercially reasonable efforts to enable the other Party or its Affiliates to provide the Services and access the Facilities as soon as possible after the Distribution Date. Without limiting the foregoing, each Party shall provide the relevant Provider with reasonable access (during reasonable business hours) to (i) records related to the provision of the Services and access to the Facilities; and (ii) the relevant Party’s personnel and facilities for the purpose of training and consultation with respect to the Services and access to Facilities.

(b)To the extent the Parties or a member of their respective Group have entered into any third party Contracts in connection with any of the Services or access to the Facilities, the Recipients shall comply with the terms of such Contract to the extent the Recipients or their Veralto Transition Manager or Danaher Transition Manager, as applicable, have been informed of such terms.

Section 7.02 Required Consents. Each Party shall use commercially reasonable efforts to obtain any and all third party Consents necessary or advisable to allow the relevant Provider to provide the Services and access to the Facilities (the “Required Consents”); provided, however, that the costs of such third party Consents shall be paid by the Recipient of the

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provision of such Services and access to such Facilities. Each Party shall provide written evidence of receipt of Required Consents to the other Party upon such other Party’s request.

Section 7.03    Primary Points of Contact for Agreement.

(a)Appointment and Responsibilities. Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows:

(i)The individual appointed by Veralto as the primary point of operational contact pursuant to this Section 7.03(a) (the “Veralto Transition Manager”) shall have overall responsibility for coordinating, on behalf of Veralto, all activities undertaken by Veralto and its Providers, Affiliates and Representatives hereunder, including the performance of Veralto’s obligations hereunder, the coordinating of the provision of the Veralto Provided Services and access to the Veralto Provided Facilities with Danaher, acting as a day-to-day contact with Danaher Transition Manager and making available to Danaher the data, facilities, resources and other support services from Veralto required for Danaher Providers to be able to provide the Danaher Provided Services and access to the Danaher Provided Facilities in accordance with the requirements of this Agreement. Veralto may change Veralto Transition Manager from time to time upon written notice to Danaher. Veralto shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change.

(ii)The individual appointed by Danaher as the primary point of operational contact pursuant to this Section 7.03(a) (the “Danaher Transition Manager”) shall have overall operational responsibility for coordinating, on behalf of Danaher, all activities undertaken by Danaher and its Providers, Affiliates and Representatives hereunder, including the performance of Danaher’s obligations hereunder, the coordinating of the provision of the Danaher Provided Services and access to the Danaher Provided Facilities with Veralto, acting as a day-to-day contact with Veralto Transition Manager and making available to Veralto the data, facilities, resources and other support services from Danaher required for Veralto Providers to be able to provide the Veralto Provided Services and access to the Veralto Provided Facilities in accordance with the requirements of this Agreement. Danaher may change Danaher Transition Manager from time to time upon written notice to Veralto. Danaher shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change.

(b)Review Meetings. Danaher Transition Manager and Veralto Transition Manager shall meet either in-person at a mutually acceptable location or via telephone or video conference at least monthly to review Danaher’s and Veralto’s provision of the Services and access to the Facilities as required under this Agreement.

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Section 7.04    Steering Committee.

(a)Size and Composition. Danaher shall appoint three (3) members of its management staff, and Veralto shall appoint three (3) members of its management staff to serve on a steering committee (the “Steering Committee”). Either Party may change its Steering Committee members from time to time upon written notice to the other Party; provided, however, that Danaher Transition Manager and Veralto Transition Manager shall at all times remain as members of the Steering Committee. In addition, the Parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee in an effort for the Providers to better provide, and for the Recipients to better utilize, the Services and access to the Facilities.

(b)Responsibilities. The Steering Committee’s responsibilities include:

(i)generally overseeing the performance of each Party’s obligations under this Agreement; and

(ii)making, and providing continuity for making, decisions for the Recipients with respect to the establishment, prioritization and use of the Services and access to the Facilities.

(c)Meetings. The Steering Committee shall meet once a month or at such other frequency as mutually agreed by the Parties. Each Steering Committee meeting shall be either in-person at a mutually acceptable location or via telephone or video conference.

Section 7.05    Personnel.

(a)The Provider of any Service or access to any Facility shall make available to the Recipient of such Service or access to such Facility such personnel as may be reasonably necessary to provide such Service, in accordance with such Provider’s standard business practices. The Provider shall have the right, in its reasonable discretion, to (i) designate which personnel it will assign to perform such Service, and (ii) remove and replace such personnel at any time.

(b)The Provider of any Service or Facility shall be solely responsible for all salary, employment and other benefits of and Liabilities relating to the employment of persons employed by such Provider. In performing their respective duties hereunder, all such employees and representatives of any Provider shall be under the direction, control and supervision of such Provider, and such Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

Section 7.06    No Agency. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party or its Affiliates acting as an agent of another unaffiliated Person in the conduct of such other Person’s business. A Provider of any Service or

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access to any Facility hereunder shall act as an independent contractor and not as the agent of the Recipient or its Affiliates in performing such Service or providing access to such Facility.

Section 7.07    Data Processing. The provisions of the Data Processing Addendum attached as Exhibit A hereto shall govern the Processing of the Personal Data of the other Party in connection with the provision of Services hereunder.

ARTICLE VIII

MISCELLANEOUS

Section 8.01    Treatment of Confidential Information.

(a)The provisions of Section 6.5 of the Separation Agreement shall govern the treatment of Confidential Information hereunder.

(b)Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services hereunder.

Section 8.02    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.

Section 8.03    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties (including by facsimile, by .pdf, .gif, .jpeg or similar attachment to electronic mail or by DocuSign).

Section 8.04    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed by a non-automated response (followed by delivery of an original via overnight courier service) or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the

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respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.04):

To Danaher:

Danaher Corporation

2200 Pennsylvania Ave., NW - Suite 800W

Washington, DC 20037-1701

Attn: General Counsel

To Veralto:

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts 02451

Attn: General Counsel

Section 8.05    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 8.06    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) with respect to Danaher, an Affiliate of Danaher, or (ii) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party; provided, however, that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 8.06 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

Section 8.07    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 8.08    Payment Terms. Unless otherwise consented to by the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Danaher or Veralto under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be converted

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into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg.

Section 8.09    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Distribution Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 8.10    Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 8.11    Titles and Headings. Titles and headings to Articles and Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 8.12    Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Notwithstanding anything to the contrary set forth in the Schedules hereto, the services to be provided by Danaher to Veralto relating to the Pall Water business are intended solely to effect the orderly transition of such business to Veralto, and Danaher and Veralto agree that such services are not intended to alter (and do not alter) the allocation of assets and liabilities set forth in the Separation Agreement, and are not intended to (and do not) impose upon Danaher any post-separation obligations that are more than merely incidental to an orderly transition of such business to Veralto.

Section 8.13    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 8.14    Dispute Resolution. The provisions of Article VII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.

Section 8.15    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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Section 8.16    Interpretation.

(a)The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

(b)When a reference is made in this Agreement to an Article, Section or Exhibit such reference shall be to an Article or Section of, or Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “dollar” or “$” contained herein are to United States Dollars (unless otherwise specified). The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

DANAHER CORPORATION
By:	/s/ Matthew R. McGrew
Name:	Matthew R. McGrew
Title:	Executive Vice President and Chief Financial Officer
VERALTO CORPORATION
By:	/s/ Jennifer Honeycutt
Name:	Jennifer Honeycutt
Title:	President, Chief Executive Officer and Secretary

[Signature Page to Transition Services Agreement]

EX-10.4

Exhibit 10.4

INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and between

DANAHER CORPORATION

and

VERALTO CORPORATION

Dated as of September 29, 2023

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be.

W I T N E S S E T H:

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated as of the date hereof, (the “Separation Agreement”); and

WHEREAS, as of the Distribution Date, the Danaher Group may own certain Patents and Know-How that are necessary or used in the Veralto Business as of the Distribution Date, and the Veralto Group may own certain Patents and Know-How that are necessary or used in the Danaher Retained Businesses as of the Distribution Date, and Danaher wishes to grant to Veralto, and Veralto wishes to grant to Danaher, a license to such Intellectual Property in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01Definitions.

(a)Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.

(b)The following capitalized terms used in this Agreement shall have the meanings set forth below:

“Copyrights” means copyrights, copyrightable works, and copyright registrations and applications, (excluding, in each case, names, trademarks and service marks).

“Danaher Field of Use” means the Danaher Retained Business and natural evolutions or extensions thereof.

“Danaher Licensed Copyrights” means the Copyrights that are (i) owned by the Danaher Group as of the Distribution Date and (ii) used in the Veralto Business as of the Distribution Date.

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“Danaher Licensed IP” means the Danaher Licensed Know-How, Danaher Licensed Copyrights, Danaher Licensed Software and Danaher Licensed Patents, excluding DBS.

“Danaher Licensed Know-How” means the Know-How that is (a) owned by the Danaher Group as of the Distribution Date and (b) used in the Veralto Business as of the Distribution Date.

“Danaher Licensed Patents” means (a) the Patents that are (i) owned by the Danaher Group as of the Distribution Date and (ii) used in the Veralto Business as of the Distribution Date, and (b) all Valid Claims of other Patents that are owned by the Danaher Group that claim priority to the Patents described in clause (a) to the extent such Valid Claims are fully supported by such Patents.

“Danaher Licensed Software” means the software set forth on Schedule 2.02 attached hereto.

“DBS” shall have the meaning set forth in the DBS License Agreement.

“DBS License Agreement” means the DBS License Agreement of even date herewith by and between Danaher and Veralto.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Know-How” means trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, but in each case excluding Patents.

“Licensed IP” means (a) the Veralto Licensed IP, as licensed to Danaher hereunder and (b) the Danaher Licensed IP, as licensed to Veralto hereunder.

“Licensee” means (a) Veralto, with respect to the Danaher Licensed IP and (b) Danaher, with respect to the Veralto Licensed IP.

“Licensee Field of Use” means (a) with respect to Veralto, the Veralto Field of Use, and (b) with respect to Danaher, the Danaher Field of Use.

“Licensor” means (a) Veralto, with respect to the Veralto Licensed IP, and (b) Danaher, with respect to the Danaher Licensed IP.

“Licensor IP” means (a) with respect to Veralto, the Veralto Licensed IP and (b) with respect to Danaher, the Danaher Licensed IP.

“Patents” means patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof.

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“Third Party” means any Person other than Danaher, Veralto, and their respective Affiliates.

“Valid Claim” means a claim of an issued and unexpired Patent that (i) has not been revoked or held unenforceable or invalid by a decision of a court or other Governmental Entity of competent jurisdiction from which no appeal can be taken or has been taken within the time allowed for appeal and (ii) has not been abandoned, disclaimed, denied, or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise in such country.

“Veralto Field of Use” means the field of the Veralto Business and natural evolutions or extensions thereof.

“Veralto Licensed Copyrights” means the Copyrights that are (i) owned by the Veralto Business as of the Distribution Date and (ii) used in the Danaher Retained Business as of the Distribution Date.

“Veralto Licensed IP” means the Veralto Licensed Know-How, Veralto Licensed Copyrights and Veralto Licensed Patents.

“Veralto Licensed Know-How” means the Know-How that is (a) owned by the Veralto Group as of the Distribution Date and (b) used in the Danaher Retained Business as of the Distribution Date.

“Veralto Licensed Patents” means (a) the Patents that are (i) owned by the Veralto Group as of the Distribution Date and (ii) used in the Danaher Retained Business as of the Distribution Date, and (b) all Valid Claims of other Patents that are owned by the Veralto Group that claim priority to the Patents described in clause (a) to the extent such Valid Claims thereof are fully supported by such Patents.

ARTICLE II

GRANTS OF RIGHTS

Section 2.01License to Veralto of Danaher Licensed IP. Subject to the terms and conditions of this Agreement, Danaher hereby grants, and shall cause its Affiliates to grant, to Veralto a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the Veralto Field of Use by Veralto and its Affiliates but not for the independent use of Third Parties), and worldwide license to the Danaher Licensed IP in the Veralto Field of Use (“Veralto License”). Subject to the terms and conditions of this Agreement, the Veralto License shall include the right to exercise any and all rights in the Danaher Licensed IP in the Veralto Field of Use, including the right to use, practice, copy, perform, render, develop, modify, and make derivative works of the Danaher Licensed IP within the Veralto Field of Use and to make, have made, use, sell, offer for sale, export and import any products, services or technologies, in each case with respect to the Veralto Field of Use.

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Section 2.02License to Danaher of Veralto Licensed IP. Subject to the terms and conditions of this Agreement, Veralto hereby grants, and shall cause its Affiliates to grant, to Danaher a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the Danaher Field of Use by Danaher and its Affiliates but not for the independent use of Third Parties), and worldwide license to the Veralto Licensed IP solely within the Danaher Field of Use (“Danaher License”). Subject to the terms and conditions of this Agreement, the foregoing license shall include the right to exercise any and all rights in the Veralto Licensed IP in the Danaher Field of Use, including the right to use, practice, copy, perform, render, develop, modify, and make derivative works of the Veralto Licensed IP within the Danaher Field of Use and to make, have made, use, sell, offer for sale, export and import any products, services or technologies, in each case with respect to the Danaher Field of Use.

Section 2.03Limitations. Notwithstanding anything to the contrary herein, the licenses hereunder are subject to any rights of or obligations owed to any Third Party under any Contracts existing as of the Distribution Date between Licensor or its Affiliates and any such Third Party.

Section 2.04Reservation of Rights. Each Party reserves its and its Affiliates’ rights in and to all Intellectual Property that is not expressly licensed hereunder. Without limiting the foregoing, this Agreement and the licenses and rights granted herein do not, and shall not be construed to, confer any rights upon either Party, its Affiliates, or its sublicensees by implication, estoppel, or otherwise as to any of the other Party’s or its Affiliates’ Intellectual Property, except as otherwise expressly set forth herein.

Section 2.05DBS. Notwithstanding anything to the contrary herein, no rights under or with respect to DBS are granted pursuant to this Agreement.

ARTICLE III

INTELLECTUAL PROPERTY OWNERSHIP

Section 3.01Ownership.

(a)As between the Parties, Licensee acknowledges and agrees that (i) Licensor owns the Licensor IP, (ii) none of Licensee, its Affiliates or its sublicensees will acquire any rights in the Licensor IP, except for the licenses and sublicenses granted pursuant to Sections 2.01 and 2.02, and (iii) Licensee shall not, and shall cause its Affiliates and its sublicensees to not, represent that they have an ownership interest in any of the Licensor IP.

(b)As between the Parties, each Party shall own all improvements and modifications made by or on behalf of such Party with respect to the Licensed IP; provided that, with respect to Licensee, such improvements and modifications shall not include, and shall be subject to the provisions of this Agreement as they concern, the Licensed IP to which such improvements or modifications are made.

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ARTICLE IV

PROSECUTION, MAINTENANCE AND ENFORCEMENT

Section 4.01Responsibility. Subject to Section 4.02, Licensor shall be solely responsible for filing, prosecuting, and maintaining all Patents within the Licensor IP, in Licensor’s sole discretion. Licensor shall be responsible for any costs associated with filing, prosecuting, and maintaining such Patents.

Section 4.02Defense and Enforcement. Licensor shall have the sole right, but not the obligation, to elect to bring an Action or enter into settlement agreements regarding the Licensor IP, at Licensor’s sole cost and expense.

Section 4.03No Additional Obligations. This Agreement shall not obligate either Party to disclose or deliver to the other Party, or maintain, register, prosecute, pay for, enforce, or otherwise manage any Intellectual Property except as expressly set forth herein.

ARTICLE V

DISCLAIMERS; LIMITATIONS ON LIABILITY AND REMEDIES

Section 5.01Disclaimer of Warranties. The Parties acknowledge and agree that (a) the Licensor IP is provided as-is, (b) the Licensee assumes all risks and Liability arising from or relating to its use of and reliance upon the Licensor IP and (c) each Party makes no representation or warranty with respect thereto. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE LICENSOR IP, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 5.02Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY WITH RESPECT TO THE LICENSOR IP THAT COULD BE CONSTRUED TO REQUIRE LICENSOR TO PROVIDE LICENSOR IP HEREUNDER IN SUCH A MANNER TO ALLOW LICENSEE (OR ITS AFFILIATES) TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH LICENSEE (OR ITS AFFILIATES).

ARTICLE VI

LIABILITY AND INDEMNIFICATION

Section 6.01Procedures. The provisions of Article V of the Separation Agreement shall govern any and all Liabilities or indemnification (including any Indemnifiable

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Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.

ARTICLE VII

CONFIDENTIALITY

Section 7.01Disclosure and Use Restrictions.

(a) Licensee shall hold, and shall cause its Affiliates and its and their respective officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of Licensor (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to Licensor or its Affiliates; provided that Licensee and its Affiliates may disclose, or may permit disclosure of, such Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Affiliates is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, Licensee shall promptly notify (to the extent permissible by Law) Licensor of the existence of such request, demand or disclosure requirement and shall provide Licensor a reasonable opportunity to seek an appropriate protective order or other remedy, which Licensee will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, Licensee shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.

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(b) Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party while such Party and/or members of its Group were part of the Danaher Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Distribution Date, with respect to any confidential and proprietary Information of Third Parties to which it or any other member of its Group has had access.

(c)Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to the Confidential Information of the other Party if they exercise at least the same degree of care that applies to Danaher’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date and (ii) confidentiality obligations provided for in any Contract between each Party or its Affiliates and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Distribution Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Veralto Business (in the case of the Veralto Group) or the Danaher Retained Business (in the case of the Danaher Group); provided that such Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the date of this Agreement; and may only be shared with additional officers, employees, agents, consultants and advisors of such Party on a need-to-know basis exclusively with regard to such specified use.

(d)The Parties agree that irreparable damage may occur in the event that the provisions of this Section 7.01 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 7.02Survival. The confidentiality and nondisclosure obligations of this Article VII shall survive any termination of this Agreement.

ARTICLE VIII

TERM

Section 8.01Term. The term of this Agreement shall commence as of the Distribution Date and shall continue in perpetuity; provided that, (a) the license granted to Veralto in Section 2.01 with respect to the Danaher Licensed Patents expires upon expiration of the last-to-expire of the Valid Claims included in the Danaher Licensed Patents, and (b) the license granted to Danaher in Section 2.02 with respect to the Veralto Licensed Patents expires upon expiration of the last-to-expire of the Valid Claims included in the Veralto Licensed

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Patents. Except as otherwise expressly set forth in Section 8.02, this Agreement may not be terminated unless agreed to in writing by the Parties.

Section 8.02Effect of Expiration and Termination; Accrued Rights; Survival.

(a)Accrued Rights. Upon the earlier of expiration or termination of this Agreement, in part or in its entirety, all licenses and rights granted to Licensee with respect to the Intellectual Property to which such expiration or termination relates shall immediately cease. Expiration and termination of this Agreement, in part or in its entirety, shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such expiration and termination (as applicable).

(b)Termination of Sublicenses. Any sublicenses that have been granted by a Licensee to a sublicensee with respect to the Intellectual Property subject to expiration or termination of this Agreement, in part or in its entirety, shall automatically terminate upon such expiration or termination.

(c)Return/Destruction of Materials. Upon termination of this Agreement, Licensee shall, and shall ensure that its sublicensees, within fifteen (15) Business Days of any request by Licensor, return to Licensor, or at Licensor’s election destroy, all of such Licensor’s Know-How licensed hereunder that is in their possession or control as of the date of termination.

(d)Surviving Obligations. The following provisions of this Agreement, together with all other provisions of this Agreement that expressly specify that they survive, shall survive expiration and termination of this Agreement, in part or in its entirety: Section 2.04, Section 5.01, this Section 8.02, and Articles III, VI, VII and IX.

ARTICLE IX

MISCELLANEOUS

Section 9.01Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.

Section 9.02Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties (including by facsimile, by .pdf, .gif, .jpeg or similar attachment to electronic mail or by DocuSign).

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Section 9.03Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed by a non-automated response (followed by delivery of an original via overnight courier service) or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.03):

If to Danaher:

Danaher Corporation

2200 Pennsylvania Ave., NW - Suite 800W

Washington, DC 20037-1701

Attn: General Counsel

To Veralto:

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts 02451

Attn: General Counsel

Section 9.04Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 9.05Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) with respect to Danaher, an Affiliate of Danaher, or (ii) a bona fide Third Party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party to this Agreement; provided, however, that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 9.05 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 9.06Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

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Section 9.07Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Distribution Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 9.08Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon Third Parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 9.09Titles and Headings. Titles and headings to Articles and Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 9.10Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 9.11Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 9.12Dispute Resolution. The provisions of Article VII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.

Section 9.13Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.14Interpretation.

(a)The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

(b)When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in

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this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

DANAHER CORPORATION
By:	/s/ Matthew R. McGrew
Name:	Matthew R. McGrew
Title:	Executive Vice President and Chief Financial Officer
VERALTO CORPORATION
By:	/s/ Jennifer Honeycutt
Name:	Jennifer Honeycutt
Title:	President, Chief Executive Officer and Secretary

[Signature Page to Intellectual Property Matters Agreement]

EX-10.5

Exhibit 10.5

DBS LICENSE AGREEMENT

by and between

DANAHER BUSINESS SYSTEM IP HOLDINGS LLC

and

VERALTO CORPORATION

Dated as of September 29, 2023

DBS LICENSE AGREEMENT

This DBS LICENSE AGREEMENT (this “Agreement”), dated as of September 29, 2023, is entered into by and between Danaher Business System IP Holdings LLC (“Danaher”), a Delaware corporation, and Veralto Corporation, a Delaware corporation (“Veralto”). “Party” or “Parties” means Danaher or Veralto, individually or collectively, as the case may be.

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”);

WHEREAS, Danaher owns or has the right to use the DBS (as defined below), which is used in the Veralto Business and in the other businesses of Danaher as of the date hereof;

WHEREAS, the DBS includes (without limitation) certain trade secrets, know-how and other Intellectual Property of the Danaher Group; and

WHEREAS, Veralto desires to obtain a license to use the DBS for its own business purposes on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01    Certain Defined Terms.

(a)    Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.

(b)    The following capitalized terms used in this Agreement shall have the meanings set forth below:

“Change of Control” means, with respect to a Person, the occurrence, in a single transaction or a series of related transactions, of any one or more of the following events: (i) any third party immediately prior to such transaction becomes the beneficial owner, directly or indirectly, of securities of such Person representing more than fifty percent (50%) of the voting power of such Person; (ii) there is consummated a merger, consolidation, or similar transaction involving such Person and, immediately after the consummation of such merger, consolidation, or similar transaction, the stockholders of such Person immediately prior to the consummation of such merger, consolidation, or similar transaction do not beneficially own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the voting power of the surviving entity in such merger, consolidation, or similar transaction or more than fifty percent (50%) of the voting power of the parent of the surviving entity in such merger, consolidation, or similar transaction; or (iii) a sale of all or substantially all of such Person’s assets or business to a third party.

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“Danaher Improvements” means any material modification, enhancement or improvement to the DBS made by the Danaher Group within two (2) years following the Distribution Date.

“DBS” means the Danaher Business System in existence as of the Distribution Date, which is a set of proprietary tools, processes, methodologies, practices and related training materials developed by or for and owned by the Danaher Group that are designed to continuously improve business management and performance in the critical areas of quality, delivery, cost, growth and innovation.

“DBS Confidential Information” means all Confidential Information and materials (i) with respect to Danaher, forming part of the DBS or Danaher Improvements, or (ii) with respect to Veralto, forming part of Veralto Improvements.

“Distribution Date” has the meaning set forth in the Separation Agreement.

“Veralto Improvements” means any material modification, enhancement or improvement to the DBS made by Veralto within two (2) years following the Distribution Date.

ARTICLE II

LICENSE GRANT

Section 2.01    License to Veralto. Subject to the terms and conditions of this Agreement, Danaher hereby grants to Veralto a worldwide, non-exclusive, non-transferable, perpetual license to use, modify, enhance and improve, the DBS and Danaher Improvements solely for the business purposes of the Veralto Group with respect to the Veralto Business. The foregoing license shall be sublicenseable solely (i) to other members of the Veralto Group (for clarity, for only so long as such Persons remain an Affiliate of Veralto), and (ii) to third parties to the extent reasonably necessary to support the business of the Veralto Group and subject to appropriate confidentiality and non-use obligations.

Section 2.02    License to Danaher. Veralto hereby grants to Danaher a worldwide, non-exclusive, irrevocable, perpetual license to use, modify, enhance and improve Veralto Improvements. The foregoing license shall be sublicenseable solely (i) to other members of the Danaher Group, (ii) to third parties to the extent reasonably necessary to support the business of the Danaher Group and subject to appropriate confidentiality and non-use obligations, and (iii) to members of the Danaher Group in connection with the business or assets of such member, that, on or after the Distribution Date are sold, spun-off, split-off, merged or otherwise transferred to a third party.

Section 2.03    Provision of Improvements and Services.

(a)    Upon reasonable, written request of a Party, the other Party shall use commercially reasonable efforts to provide the requesting Party with any Danaher Improvement or Veralto Improvement, as applicable. In no event may either Party make such a request more

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frequently than once per quarter. Neither Party shall be obligated to provide any information to the other Party to the extent such information would have a reasonable likelihood of disclosing such Party’s or its Affiliates’ material and sensitive non-public business, product or project plans.

(b)    During the two (2)-year period following the Distribution Date, upon reasonable, written request of a Party, the other Party shall provide the requesting Party with limited DBS-related services, which may include technical assistance and training, joint training sessions, collaboration sessions and other related services, in each case to allow both Parties to develop fully functional, self-sufficient DBS teams.

ARTICLE III

INTELLECTUAL PROPERTY RIGHTS

Section 3.01    Danaher Ownership. The Parties acknowledge and agree that, as between the Parties, Danaher is the owner of all right, title and interest in the Intellectual Property rights in the DBS and Danaher Improvements. Danaher shall retain the entire right, title and interest in and to the DBS and any improvements, enhancements and modifications thereof made by Danaher or its Affiliates (including, for clarity, any Danaher Improvements), and all Intellectual Property rights therein. For the avoidance of doubt, Danaher shall have the sole right to defend and enforce any and all Intellectual Property rights covering the DBS and any Danaher Improvements.

Section 3.02    Veralto Ownership. Veralto shall retain the entire right, title and interest in and to any Veralto Improvements, and all Intellectual Property rights therein. For the avoidance of doubt, Veralto shall have the sole right to defend and enforce any and all Intellectual Property rights covering any Veralto Improvements.

ARTICLE IV

DBS CONFIDENTIAL INFORMATION

Section 4.01    Treatment of DBS Confidential Information. Each Party shall (and shall cause each member of its respective Group to) maintain the DBS Confidential Information of the other Party in confidence, and shall not (and shall cause each member of its respective Group not to) disclose, divulge or otherwise communicate such DBS Confidential Information to any person who is not employed by or a director of a member of its Group, or use it for any purpose, except pursuant to and in order to carry out the terms and objectives of this Agreement (including the granting of sublicenses in accordance with Article II, subject to confidentiality obligations at least as strict as those set forth herein), and hereby agrees to (and cause each member of its respective Group to) exercise every reasonable precaution to prevent and restrain the unauthorized disclosure of such DBS Confidential Information by any directors, officers or employees of its respective Group. In addition, each Party shall (and shall cause each member of its respective Group to) treat the DBS Confidential Information of the other Party that is not in the public domain as trade secrets, and without limiting the foregoing shall take all actions

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required by applicable Law to preserve such DBS Confidential Information of the other Party as trade secrets.

ARTICLE V

COMPENSATION

Section 5.01    Compensation. The Parties agree that in light of the substantial contributions of the Veralto Group to the development of the DBS, no further consideration is payable by Veralto for the DBS license set forth in Section 2.01. The Parties further agree that (a) the consideration for the license to Veralto of the Danaher Improvements is the license to Danaher of the Veralto Improvements, (b) the consideration for the license to Danaher of the Veralto Improvements is the license to Veralto of the Danaher Improvements, and (c) the consideration for the DBS-related services provided by one Party pursuant to Section 2.03(b) is the provision of the DBS-related services by the other Party pursuant to Section 2.03(b).

ARTICLE VI

TERMINATION

Section 6.01    Term. This Agreement shall remain in effect from the Distribution Date until terminated in accordance with the provisions of this Article VI.

Section 6.02    Termination for Breach. Danaher shall be entitled to terminate this Agreement immediately by providing written notice to Veralto upon material breach of this Agreement by Veralto or any member of the Veralto Group and failure to cure such breach within ten (10) days of written notice thereof. Upon termination of this Agreement, Veralto and each member of the Veralto Group shall cease any and all use of the DBS (including any Danaher Improvements).

Section 6.03    Termination Upon Change of Control. Upon any Change of Control of Veralto or any member of the Veralto Group, Danaher’s obligations under Section 2.03 shall automatically terminate with respect to such Person(s), business(es) and asset(s) subject to such Change of Control.

Section 6.04    Use of the Danaher Business System Name. Within six (6) months following the Distribution Date, Veralto and each member of the Veralto Group shall cease using the name “Danaher Business System” or “DBS” or any term similar thereto to describe the rights licensed hereunder or for any other purpose.

Section 6.05    Survival of Obligations; Return of Confidential Information. Notwithstanding any termination of this Agreement, the obligations of the Parties under Articles III, IV, VII and VIII as well as Sections 6.04 and this 6.05, shall survive and continue to be enforceable. Upon any termination of this Agreement, Veralto shall promptly (and in any event within thirty (30) days) return to Danaher or destroy (at Danaher’s option) all written DBS Confidential Information of Danaher, and all copies thereof then in Veralto’s possession.

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ARTICLE VII

WARRANTIES AND COMPLIANCE

Section 7.01    Disclaimer of Warranties. The Parties acknowledge and agree that (a) the DBS, Danaher Improvements and Veralto Improvements, as applicable, are provided as-is, (b) each Party assumes all risks and Liability arising from or relating to its use of and reliance upon the DBS, Danaher Improvements and Veralto Improvements, as applicable, and (c) each Party makes no representation or warranty with respect thereto. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE DBS, DANAHER IMPROVEMENTS AND VERALTO IMPROVEMENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 7.02    Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY WITH RESPECT TO ANY INTELLECTUAL PROPERTY, TECHNOLOGY OR SERVICES THAT COULD BE CONSTRUED TO REQUIRE SUCH PARTY TO DELIVER ANY INTELLECTUAL PROPERTY, TECHNOLOGY OR SERVICES HEREUNDER IN SUCH A MANNER TO ALLOW THE RECEIVING PARTY THEREOF OR ITS AFFILIATES TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH RECEIVING PARTY (OR ITS AFFILIATES).

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.

Section 8.02    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties (including by facsimile, by .pdf, .gif, .jpeg or similar attachment to electronic mail or by DocuSign).

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Section 8.03    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed by a non-automated response (followed by delivery of an original via overnight courier service) or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.03):

If to Danaher:

c/o Danaher Corporation

2200 Pennsylvania Ave., NW - Suite 800W

Washington, DC 20037-1701

Attn: General Counsel

To Veralto:

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts 02451

Attn: General Counsel

Section 8.04    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 8.05    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, and subject to Section 6.03, this Agreement shall be assignable to (i) with respect to Danaher, an Affiliate of Danaher, or (ii) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party; provided, however, that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 8.05 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.

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Section 8.06    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 8.07    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Distribution Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 8.08    Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 8.09    Titles and Headings. Titles and headings to Articles and Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 8.10    Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 8.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 8.12    Dispute Resolution. The provisions of Article VII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.

Section 8.13    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 8.14    Interpretation.

(a)    The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

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(b)    When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

DANAHER BUSINESS SYSTEM IP HOLDINGS  LLC
By:	/s/ James O'Reilly
Name:	James O'Reilly
Title:	Vice President and Secretary
VERALTO CORPORATION
By:	/s/ Jennifer Honeycutt
Name:	Jennifer Honeycutt
Title:	President, Chief Executive Officer and Secretary

[Signature Page to DBS License Agreement]

EX-10.6

Exhibit 10.6

Framework Agreement

between

Beckman Coulter Life Sciences and Hach Company

This Framework Agreement (“Agreement”), dated as of September 29, 2023, by and between Beckman Coulter, Inc., a corporation organized under the laws of Delaware and having a place of business at 5350 Lakeview Parkway South Drive, Indianapolis, IN 46268, United States (“Beckman”), and Hach Company, a corporation organized under the laws of Delaware and having a place of business at 5600 Lindbergh Drive, Loveland, CO 80538 (“Hach”). Beckman and Hach are hereinafter referred to individually as a “Party” or, collectively, as the “Parties”.

WHEREAS, Hach and Beckman have worked closely over many years to support life sciences customers to conduct particle counting analysis;

WHEREAS, Hach is in the business of manufacturing and selling particle counting products;

WHEREAS, it is contemplated that Hach wishes to continue to supply to Beckman, and Beckman wishes to continue to purchase, certain particle counting products from Hach;

WHEREAS, Beckman wishes to establish the optimum manufacture and associated supply chain for all components of certain particle counting products and to transfer future manufacturing of such products to Beckman or its Designated CMO (as defined in Exhibit A hereto), and Hach wishes to assist Beckman in these efforts;

WHEREAS Hach and Beckman wish to transfer certain intellectual property rights and equipment held by Hach and related to certain products to Beckman in furtherance of the transfer of future manufacturing of such products to Beckman; and

WHEREAS, Beckman wishes to purchase certain additional analytical products from Hach to have certain rights to market, distribute and resell such products throughout certain specified territories and fields of use described in the Exhibits B and C hereto, and Hach wishes to grant such rights to Beckman, upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, Hach and Beckman agree as follows:

1.Loveland Contract Manufacturing and Supply Arrangement

1.1On the date hereof, Hach and Beckman shall enter into and be bound by the Manufacturing Supply Agreement in the form attached as Exhibit A hereto, effective as of the date specified therein.

2.Geneva and Shanghai Distribution Arrangements

2.1On the date hereof, Hach and Beckman shall enter into and be bound by the Distribution Agreement in the form attached hereto as Exhibit B, effective as of the date specified therein.

2.2On the date hereof, Shanghai Shilu Instrument Co., Ltd.and Beckman shall enter into and be bound by the QbD1200+ License, Supply and Distribution Agreement in the form attached hereto as Exhibit C, effective as of the date specified therein.

Page 1

3.Notices

3.1Notices. All communications and notices required to be given between the Parties will be valid when made by email with confirmed receipt, registered mail, certified mail with return receipt requested, express courier with delivery confirmation, or by facsimile communication subsequently confirmed by mail, delivered to the designated addressees of the other Party as shown herein, which may be changed by notice given in compliance with this Section. Any notice given in compliance with this section will be deemed received on the date indicated by the carrier’s delivery confirmation.

If to Beckman:

Beckman Coulter, Inc.

5600 Lindbergh Drive

Building 3

Loveland, CO 80538

United States

Attn: Particle Counting and Characterization Business Unit

Courtesy copy to:

Beckman Coulter, Inc.

5350 Lakeview Parkway South Drive

Indianapolis, IN 46268

United States

Attn: Legal Department

If to Hach:

Hach Company, Inc.

5600 Lindbergh Dr.

Loveland, CO 80538

United States

Attn: President

Courtesy copy to:

Hach Company, Inc.

5600 Lindbergh Dr.

Loveland, CO 80538

United States

Attn: Legal Department

4.General Provisions

4.1Governing Law. This Agreement, including all exhibits, schedules, attachments and appendices attached hereto and thereto, and all matters arising out of or relating to this Agreement, are governed by and construed in accordance with, the Laws of the State of New York, United States of America, without regard to the conflict of laws provisions thereof. The Parties agree that the United Nations Convention on Contracts for the International Sale of Products does not apply to this Agreement.

4.2Assignment. This Agreement will be a binding obligation of the successors and permitted assigns of each Party. Neither Party hereto will have the right to assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that both Parties

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will have the right without such consent to assign this Agreement to any of its affiliates or to a successor or transferee of substantially all of its assets, provided the assignee provides the other Party with written acceptance of the assignment and agrees to be bound by the same obligations as the assigning Party.

4.3Entire Agreement. This Agreement and the Exhibits hereto contain the entire and only agreement between the Parties respecting the subject matter hereof and supersedes any prior understandings or agreements, whether oral or written. Any representation, promise, or condition regarding the subject matter of this Agreement not incorporated herein will not be binding on either Party. Preprinted terms and conditions on any other documents used by the parties in administration of this Agreement, including but not limited to any purchase order, order acknowledgement, or invoice, shall be of no effect.

4.4Conflicts. In the event of any conflict between the terms of this Agreement and the terms of any of Exhibits A, B or C hereto, the terms of Exhibits A, B or C hereto, as applicable, shall control with respect to the matters set forth therein.

4.5Waiver or Modification. No waiver, alteration, modification, renewal, or extension of this Agreement will be valid unless made in writing and signed by duly authorized representatives of both Parties.

4.6Section Headings. The section and paragraph headings used in this Agreement are for purposes of convenience or reference only. They will not be used to explain, limit, or extend the meaning of any part of this Agreement.

4.7Severability. In the event that any one or more of the provisions contained in this Agreement will for any reason be held by a court of competent jurisdiction to be unenforceable in any respect, the holding will not affect any other provisions of this Agreement and the Agreement will then be construed as if such unenforceable provisions are not a part hereof.

4.8Independent Contractors. The relationship between Beckman and Hach will be solely that of independent contractors acting individually as Hach and purchaser of products and nothing in this Agreement will create or be deemed to create an employment relationship, joint venture, partnership, or other agency between the Parties. Both Parties represent to each other that they have not and will not hold themselves out as a representative, agent, commission-sales agent, or employee of the other Party for any purpose. Neither Party has any right or authority to assume or to create any obligation or responsibility on behalf of the other Party except by written agreement signed by each of them. Each Party assumes sole responsibility for fully complying with laws applicable to its own personnel, none of whom will be deemed employees or agents of the other Party.

4.9Counterparts and Signature. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original, and all of which together will constitute a single instrument. Any signatures delivered by a Party by facsimile transmission or by e-mail transmission of an electronic file will be deemed an original signature hereto.

[Signature Page Follows]

Page 3

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly authorized representatives on the date first written above.

Beckman Coulter, Inc.Hach Company

By:	/s/ Suzanne Foster
	Name: Suzanne Foster
	Title: President

By:	/s/ Melissa Aquino
	Name: Melissa Aquino
	Title: Vice President and Group Executive, Water Quality

EX-14.1

CODE OF CONDUCT Growing with Integrity

2Veralto Code of Conduct | Growing Through Integrity f Conduct Our Unifying Purpose & Values Our Unifying Purpose: Safeguarding the world’s most vital resources Our Values: We serve humanity with purpose and integrity We unlock ingenuity for customer success We deliver results as a team We continually improve for enduring impact

3Veralto Code of Conduct Growing Through Integrity Know Our Code 5 • Who must follow Our Code Understand Your Responsibilities 7 • Additional Responsibilities of Veralto Leaders • Making the Right Decision Asking Questions and Reporting Concerns 10 • How to Use Speak Up! • Confidentiality • Retaliation is Prohibited • Accountability and Discipline Our Team Respect in the Workplace 13 • Diversity, Equity and Inclusion • Harassment Health and Safety 16 • Workplace Violence Data Privacy 18 Our Customers and Partners Fair Dealing and Supplier Relations 20 Regulatory Requirements 22 • Product Quality and Safety Doing Business with the Government 23 • Cooperating with Investigations Conflicts of Interest 25 • Disclosures and Approval Gifts and Entertainment 27 • Gifts and Entertainment - Government Officials Competitive Intelligence 29 Our Company Record keeping and Financial Reporting 31 • Records Management and Legal Holds Confidential Information 33 • Intellectual Property Protecting Inside Information 35 Use of Company Assets 36 • Cybersecurity External Communications 38 Using Social Media 39 Our World Community Involvement 41 Human Rights 42 Fair Competition • Industry Meetings Anti-bribery, Anti-corruption 44 International Trade 46 • Export Regulations • Import Regulations • Export and Import Regulations • Anti-Money Laundering Laws Political Activity and Contributions 48 Environmental Protection and Sustainability 49 A Final Word Ethics and Compliance at Veralto 51 Additional Ethics and Compliance Resources 52 Table of Contents

Veralto Code of Conduct 4 At Veralto, everything we do helps ensure the safety and delivery of the world’s food, water, goods, and medicines. What we accomplish today improves lives tomorrow, and to do this effectively, we commit to operating with the highest ethical standards. This commitment is embodied in our purpose and values. By serving humanity with purpose and integrity, unlocking ingenuity for customer success, delivering results as a team, and continually improving for enduring impact, we can accomplish great things and make a positive difference around the world. Our Code of Conduct sets forth the standards by which we conduct our operations. It covers a range of topics, from the use of corporate resources to gifts, conflicts of interest, and data privacy. It addresses cybersecurity and conveys our view of a diverse workplace that is free of harassment and welcoming to all associates. It applies to all associates and sets a clear expectation that our standards must be followed in all job-related activities, regardless of business pressures. Veralto leaders have additional responsibilities: to lead by example, and to help others understand and meet their ethics and compliance responsibilities. Veralto is fortunate to have outstanding associates throughout our organization. We know that we can count on each of you to use good judgment and, when in doubt, to ask for help. Thank you for your continued hard work and dedication to our purpose: Safeguarding the World’s Most Vital Resources. Jennifer L Honeycutt President and Chief Executive Officer Veralto A Message from Jennifer L Honeycutt

Growing Through Integrity

6Veralto Code of Conduct | Growing Through Integrity Growing through Integrity ensures that we will not only be proud of our success, we will also be proud of how we achieve our success. Welcome to our Code of Conduct (“Code”). From time to time all of us face difficult business decisions. At Veralto, when these situations occur, we are fortunate to have resources to turn to for help. We can rely on one another, on our leaders and on subject matter experts throughout the Company. But just as important, we also have the Veralto Values which provide a framework for our decisions. (Throughout the Code, “Veralto” or the “Company” refers to Veralto Corporation, all Veralto companies, and its direct and indirect subsidiaries). The Code is intended to help us apply the Veralto Values, our policies, and the law to make the best decisions for ourselves, our colleagues, our customers and Veralto. Of course, the Code cannot cover every situation. If you need additional information or guidance you can contact any of the resources listed throughout the Code. More detailed policies on specific topics are also available on Veralto Connect. Our Code applies everywhere we do business. Associates are expected to comply with the formal requirements of the Code, applicable laws and regulations, and Company policies. If there is a conflict between the requirements of our Code and the laws, customs or practices in a particular region, talk with your manager or the Legal Department to determine the best course of action. Know Our Code

7Veralto Code of Conduct | Growing Through Integrity Who Must Follow Our Code? Our Code applies to all Veralto associates and, when they are acting on behalf of Veralto, all directors of Veralto Corporation or any of its direct or indirect subsidiaries. We also expect anyone acting on our behalf to conduct themselves in a manner consistent with our Code and other policies. This includes our suppliers, channel partners, consultants, independent contractors, logistics providers, and business partners. Appropriate measures may be taken if a business partner fails to meet our Code or their contractual obligations.

8Veralto Code of Conduct | Growing Through Integrity You have a responsibility to yourself, your fellow associates and the Company to conduct business legally and ethically. Make sure you understand our Code and policies and pay attention to the policies that apply to your job responsibilities. If you are unclear about your responsibilities, or what the right thing to do is, talk to your manager or access any of the other resources listed in our Code, including Speak Up! and the other resources listed in the Veralto Escalation Policy. Do your best to prevent violations of our Code and policies before they occur and if you suspect that there has been a violation, let someone know. Ignoring problems only makes these violations worse. When you act, and Speak Up!, you help us address problems that could harm others or our Company. Additional Responsibilities of Veralto Leaders If you are a leader or manager you have additional responsibilities to help us meet our high standards of ethics and compliance: Lead by example and be a role model for ethical behavior Be a resource for others. Communicate to associates and business partners how the Code and policies apply to their daily work and help them to understand the importance of a strong ethics and compliance culture. Create an environment where associates understand their responsibilities and feel comfortable raising concerns without fear of retaliation. Consider ethics and compliance when hiring, evaluating and rewarding associates. Q: I am a manager. If I observe misconduct in an area not under my supervision, am I still required to report the issue? I would rather not get involved. A: You are chiefly responsible for associates under your supervision, but all associates – and especially leaders - are required to report any misconduct they become aware of. The best approach is to talk first with the manager who oversees the area where the problem is occurring, but if this doesn’t work, or is not feasible, you should use any of the other resources listed in the Code. And remember: if there is misconduct at Veralto it is everyone’s problem. Understand Your Responsibilities

9Veralto Code of Conduct | Growing Through Integrity Making the Right Decision Making the right decision is not always easy. There will be times when you may be under pressure or unsure of what to do. Always remember that resources are available to help, including those listed in the Code. When faced with a difficult decision, it may help to ask yourself these questions: Does it feel right? Are you confident that it is the right thing to do, or do you have doubts? Do you believe it’s consistent with the Veralto Values, our Code, and policies? If it were made public, would you still be confident about your decision? Would you be willing to be held accountable for your actions? Is it in the best interest of our customers, associates, the Company, and the community? The Warning Signs of a Questionable Decision When decisions are being made, listen for the following comments, they could signal that the decision is inconsistent with the Veralto Values, ethics and compliance: “Don’t worry about it. No one will find out.” “We need to do whatever it takes.” “We need to keep this decision to ourselves – no one else needs to know.” “That’s how they do business here,” “Everyone else is doing it this way.” Closing the Loop Ethics and compliance at Veralto must continually evolve to stay current with new and emerging risks and regulations. Once you have decided, ask yourself the following additional question: Do you believe there are sufficient standards, policies and resources in place to address the issue you faced – or should more be done? If you used the Speak Up! process, were you satisfied with the way it worked – or should improvements be made? If you believe more should be done, contact your manager or any of the resources listed in the Code. Your suggestions will help us improve our ethics and compliance program.

10Veralto Code of Conduct | Growing Through Integrity Everyone must do their part if we are to maintain our high standards for ethics and integrity. If you believe that a violation of law, our Code or policies has occurred, Speak Up! You do not need to be certain of all the facts - if you see or even suspect illegal or unethical behavior or if you have a question, you have several options: Discuss the issue with your manager. Talk to any other member of management, Human Resources, the Legal Department or Internal Audit. At any time, you may contact Speak Up! at www.veralto.ethicspoint.com When you ask questions or report problems you are helping to ensure Veralto achieves and sustains the highest levels of ethics and compliance, and you are helping build the foundation of our future success. Here are some other important points to keep in mind about reporting violations: No Associate should report any violation to any person who is involved in the violation. If you raise a concern and the issue is not resolved, you should raise it through another channel. How to Use Speak Up! The Speak Up! call center is independent from Veralto and is staffed by third-party ethics and compliance specialists. Speak Up! is a confidential way to ask questions, seek guidance and report possible violations of the Code or any policies, laws, rules, or regulations. You may use Speak Up! 24 hours a day, 7 days a week. When you contact Speak Up! the operator will listen, ask questions if necessary, and then write a summary report. The summary will then be provided to Veralto for assessment and further action. You can also file a complaint or submit an inquiry electronically by going to www.veralto.ethicspoint.com. You can choose to call anonymously, where allowed by local law. Unless you choose to identify yourself, Veralto will not be able to determine who called, or who logged in to Speak Up! It is important to provide as many details as possible (e.g., who, what, when, where). Since Veralto may need additional information, you will be assigned a report number and asked to call back at a later date to answer any follow-up questions. Asking Questions and Reporting Concerns

11Veralto Code of Conduct | Growing Through Integrity Confidentiality Any information provided through Speak Up! or through any other reporting channel will be treated confidentially. In some instances, if an investigation is needed, information may be shared on a need to know basis. Veralto may be required by law to report certain types of activities. Retaliation is Prohibited Veralto will not tolerate retaliation against anyone who reports a problem in good faith, nor will we tolerate retaliation against anyone who participates in an investigation. If you believe you have been retaliated against or have witnessed retaliation, report it to management or use any of the resources listed in the Code. Making a report in “good faith” means that you provide all the information that you have and you report honestly, regardless of whether the investigation of your report uncovers any actual misconduct. Q: Three months ago, I used Speak Up! anonymously. I was concerned that my manager might have awarded a contract to a company owned by his friend. It was investigated and I understand some action was taken. Since then other associates have stopped speaking to me and copying me on important communications, and I am worried this will affect my performance. I feel that my colleagues know I made the report and are retaliating. Is it retaliation? What should I do? A: This could be a case of retaliation. If you do not feel comfortable raising the issue with your manager or your Human Resources business partner, use Speak Up! or any of the other resources listed in the Code. A thorough investigation will take place to find out what has led to your colleagues’ behavior. If the investigation determines that they were retaliating because of your report, appropriate action will be taken. Accountability and Discipline When a violation of the Code, policies or the law occurs, appropriate disciplinary action will be taken, up to and including termination of employment consistent with applicable laws. Certain actions may also result in legal proceedings, penalties or criminal prosecution.

Our Team

13Veralto Code of Conduct | Our Team At Veralto, we understand that to succeed we must attract and retain outstanding associates and create a work environment where they can thrive and innovate. This means building teams that represent diverse backgrounds, perspectives, skills and experiences and helping them to work together free from any fear of improper harassment and discrimination. Do your part to help create a culture of respect, inclusion, dignity and fairness. Take a clear stand against offensive messages, comments, and inappropriate jokes. Such actions are inconsistent with our culture and undermine the team environment we have all worked so hard to create. If you are in a leadership position be sure to base employment decisions on job qualifications and merit. Veralto complies with all applicable employment, labor and immigration laws, and we expect all associates to do the same. Regardless of geographic location, all employment-related decisions must be based on job-related qualifications, without regard to protected characteristics such as race, color, national origin, religion, sex, gender, age, marital status, disability, veteran status, citizenship status, sexual orientation, gender identity, or any other characteristic protected by law. Our Values start with our people. We all succeed when our actions serve humanity with purpose and integrity. Respect in the Workplace

14Veralto Code of Conduct | Our Team Diversity, Equity and Inclusion Veralto is global. We build our teams by seeking out a wide range of unique backgrounds, perspectives, skills and experiences. This allows us to attract talent that is as diverse as the markets and customers we serve. We create an inclusive culture when we respect the talents and abilities of others. At Veralto, we define diversity as everything that is unique about us that makes us who we are including how we think, our work ethic, where we are from, our experiences, what we look like, and how we identify. We do not discriminate based on legally protected characteristics. We define inclusion as the process of creating a culture and environment that is open-minded and respectful without judgment. Within this culture every associate has the ability to harness his/her unique talents, is made to feel wholly included and is recognized as a valuable member of the team. Each of us can help build and maintain this inclusive culture. Value the input of others. Listen to the many voices that represent our customers and their needs. Help create a work environment where fresh ideas can drive innovative technologies and new products. Be committed to the ideals of diversity and inclusion, and to learning, improving and striving for better. Q: I believe that a vacancy in my team would not be suitable for a single parent, as it involves a lot of travel. This is not about prejudice, but practicality. Am I obliged to interview single parent candidates out of courtesy? A: You are obliged to interview all candidates whose qualifications meet the requirements of the job – not on the basis of personal opinion or preference. Making assumptions may represent the application of personal filters that could violate our principles and may even be unlawful. Just as important, failing to interview a suitably qualified candidate risks missing out on appointing the best, most qualified person for the job. Q: One of my co-workers sends e-mails containing jokes and derogatory comments about certain nationalities. They make me uncomfortable, and I usually delete them. No one else has spoken up about them. Should I do more? A: You should notify your manager and/or Human Resources. Sending such jokes violates our standards including our commitment to a workplace free of improper discrimination and harassment and also is an improper use of our email systems. By doing nothing you are contributing to the erosion of our positive team environment that we all have worked hard to create

15Veralto Code of Conduct | Our Team Harassment Although legal definitions of harassment may differ from country to country, “harassment” at Veralto includes any unwelcome conduct toward another person that creates an intimidating, hostile or offensive work environment. It is important to note that harassment can be physical, spoken or written, and in-person or through other means, such as email. Harassment does not need to be sexual in nature. Potentially offensive behavior includes sexual advances, racial slurs or negative comments or jokes about subjects such as race, religion, ethnicity or sexual orientation. We will not tolerate such conduct, regardless of whether such conduct is illegal under local law in the country in which the conduct occurs. . Q: While on a business trip, a colleague of mine repeatedly asked me out for drinks and made comments about my appearance that made me uncomfortable. I asked him to stop, but he wouldn’t. We were not in the office and it was ‘after hours’ so I wasn’t sure what I should do. A: This type of conduct is not acceptable, whether during working hours or in any work-related situation including business trips. Tell your colleague such actions are inappropriate and must be stopped, and you should report the problem using any of the appropriate channels. Q: I just learned that a good friend and colleague has been accused of sexual harassment and that an investigation is being launched. I can’t believe it’s true and I think it’s only fair that I give my friend an advance warning so he can defend himself. Don’t I have a responsibility as a friend to tell him? A: Under no circumstances should you give him a warning about the investigation. Your friend will be given the opportunity to respond to these allegations and every effort will be made to conduct a fair and impartial investigation. An allegation of sexual harassment is a very serious matter with implications for the individual and for Veralto. Alerting your friend could compromise the investigation.

16Veralto Code of Conduct | Our Team Health and Safety We are committed to providing a healthy and safe workplace for associates and others who visit our facilities. Our commitment to health and safety is everyone’s job. Look out for one another, work together to help ensure that our operations are safe, and “Stop, Think and Speak Up” when you are concerned or uncertain about potential hazards in your work area Help maintain a safe workplace; be proactive to help prevent workplace injuries, whether you work in a Veralto facility or in the field. Know the emergency and security procedures that apply where you work. Never by-pass or work around safety or security devices or procedures. Understand and adhere to your OpCo’s driving and travel policies when driving or traveling on Company business Ensure that your performance is not impaired by alcohol or any drugs, including prescriptions and over-the- counter medications, while conducting Veralto business. Alcoholic beverages are only allowed for moderate consumption at Company-sponsored events. Help contractors, customers and others we work with understand and follow our safety procedures. If you are injured on the job, notify your manager immediately, no matter how minor. Never assume that someone else has made the report.

17Veralto Code of Conduct | Our Team Workplace Violence Violence of any kind has no place at Veralto. We will not tolerate: Threatening or intimidating others at any time, whether physically or verbally, for any reason. Acts of vandalism, arson, or other criminal activities. Weapons are not allowed on Veralto property unless specifically authorized by the Company and subject to applicable law. Q: I have noticed some practices in my area that do not seem safe. Who can I speak to? I am new here and I do not want to be considered a troublemaker. A: Discuss your concerns with your manager or report your concerns to the OpCo EHS manager. There may be very good reasons for the practices, but it is important to remember that at Veralto raising a concern about safety is never viewed as causing trouble - it is being responsible. If your concerns are not resolved by notifying your manager, use Speak Up! or contact any of the other resources listed in the Code. Q: A co-worker seems to be under the influence of drugs. I am worried that she might cause a safety problem and hurt herself or others. What should I do? A: You are right to be concerned. If you believe there is a safety risk, speak with your manager immediately. Anyone on the job who is impaired by alcohol or any drugs – legal or illegal – could be a safety risk. Steps need to be taken immediately to address the problem.

18Veralto Code of Conduct | Our Team Data Privacy We are committed to a culture that protects the privacy of our associates, customers and business partners. We must always handle their Personal Data with care and protect the Personal Data that is entrusted to us. Data privacy laws cover how we can collect, store, use, share, transfer, protect and dispose of Personal Data, and we must comply with these legal requirements everywhere we operate. The data we collect, use, and store about our associates, customers, and business partners (to include third parties, channel partners and vendors) are Company Confidential, and should never be shared with individuals or parties that do not have authorization to access it and it should not be use for anything other than legitimate business purposes. How we collect, use, and store customer and associate Personal Data must also be specified in our customer and associate facing data privacy notices. Keep personal data safe, secure, and accurate. Collect, access, use, and store personal data for legitimate business purposes only. Adhere to applicable data privacy laws, our data privacy policies, and privacy notices when working with Personal Data. Use secure tools to share Personal Data with individuals inside or outside of Veralto, and limit access to only authorized individuals. When we use third parties to provide services for us, they must be obligated to maintain privacy protections to the Personal Data we share. If you believe Personal Data has been used in violation of our policies you must notify your manager, Privacy Leader, the Legal Department, or use Speak Up! Q: In order to save time, we have been using an open SharePoint instance where we manage HR cases across the business. We only provided the link to those that need access, but it would be accessible to anyone that searches for it. I do not want to get anyone into trouble, but I do not think it is right that associates’ personal data and sensitive data are left for all to see. What should I do? A: Protecting confidentiality and privacy is the responsibility of everyone. Immediately notify your Privacy Leader, the Legal Department or use Speak Up!, so this risk can be effectively mitigated, and the right solution can be provided to your team to manage associates’ personal data and sensitive data moving forward.

Our Customers and Partners

20Veralto Code of Conduct | Our Customers and Partners Our suppliers and business partners make significant contributions to our success. To create an environment where they have an incentive to continue to work with us, they must be confident that they will be treated lawfully and ethically. This means that we must never take unfair advantage of anyone through manipulation, concealment, abuse of confidential information, misrepresentation of facts, or any other unfair business practices. Purchase supplies and select business partners based on need, quality, service, price, terms and other relevant conditions. Make vendor-related decisions in the best interest of Veralto, not for any personal benefit or gain for you or a family member. Protect our confidential information, proprietary information, and trade secrets including, where appropriate, with a confidentiality agreement. Also, safeguard any confidential information or personal data that a supplier provides to Veralto. Watch for any signs that our business partners are violating applicable laws and regulations, including bribery and corruption, environmental, employment, human rights and safety laws. If you have any questions or concerns about a supplier’s actions, discuss the matter with your manager. Meeting and exceeding our customers’ expectations begins with listening. This enables us to unlock ingenuity for customer success. Fair Dealing and Supplier Relations

21Veralto Code of Conduct | Our Customers and Partners We will only do business with suppliers that comply with applicable legal requirements and meet our standards, including our standards relating to human rights, labor, the environment, health and safety. Our expectations for our suppliers are set forth in the Veralto Supplier Code of Conduct. Q: A representative of one of our suppliers claims they can help us win a contract with a customer. I think they are planning to offer lavish travel and entertainment to one of the customer’s vice-presidents. Should I do anything about this? A: Yes. We never win contracts in a way that is inappropriate and might even involve an illegal bribe. We will need to evaluate our relationship with the supplier to make sure that this individual’s activities are not indicative of the way the supplier operates. We also need to tell the customer without delay that this supplier was not acting on our behalf. You need to discuss the situation immediately with the Legal Department.

22Veralto Code of Conduct | Our Customers and Partners Regulatory Requirements Veralto follows all laws and regulatory requirements governing the development, manufacturing, distribution, marketing, government contracting, sale and promotion of our products. We are also committed to maintaining an open, constructive and professional relationship with regulators on matters of regulatory policy and submissions. Some Veralto Operating Companies produce and sell products that are regulated by the United States Food and Drug Administration (the FDA), and by similar agencies in other countries. The product quality and safety requirements for these products are extensive and complex, and failure to comply can have significant consequences. Always be sure that FDA regulated products strictly comply with all applicable rules, regulations, and guidance. Product Quality and Safety Our FDA product customers rely on Veralto for industry- leading safety, product quality and reliability. Each of us has a role to play to ensure that we are accountable for the quality of our products. We also hold our suppliers and distributors accountable to ensure the quality of the products and services they provide. If you learn of any quality problem associated with our products, you have a responsibility to promptly report it to Operating Company’s customer service or complaint handling unit.

23Veralto Code of Conduct | Our Customers and Partners Doing Business with the Government Special legal and contracting rules often apply to our dealings with governments. These include bidding or procurement requirements, special billing and accounting rules, and restrictions on subcontractors or agents we may engage. Regardless of what the laws may be in your location, you must respect these fundamental principles: Always participate in government procurements with the utmost integrity and honesty. Never attempt to win a government contract or even influence tender specifications by offering anything of value to a government employee or any relative or associate of a government employee. Never attempt to obtain information improperly to give Veralto an unfair competitive advantage in a government procurement. Always be truthful and accurate in all written and oral communications with government officials and agencies. Keep all required records. Strictly follow the terms of government contracts. For example, do not make any substitutions for the goods and services to be delivered, or deviate from requirements, without written approval. Contact the Legal Department if you have any questions.

24Veralto Code of Conduct | Our Customers and Partners Cooperating with Investigations Always cooperate with government authorities in connection with requests for information or inspections. When responding to a government request, tell the truth and never mislead anyone, impede their work, or conceal, destroy or alter documents. Notify the Legal Department whenever there is a non-routine government request for information or visit. Wherever you are located, if you are pursuing government business for Veralto, or are responsible for performing work under a government contract, you are responsible for knowing and following all applicable government procurement and contracting laws. Q: The technical manager working for a local municipality, wants to see our latest technology. They are paying for their own flights and hotel accommodation, but would like us to provide administrative support and local transportation. They also expect us to entertain them in the evening. Is this appropriate? A: The first thing to note is that since this involves an employee of a local government, the technical manager is a government representative. You can support visits of government and state company delegations to our offices and sites, but only if all items are approved in advance by the Legal Department. It is also permissible to promote, demonstrate and explain the benefits of our products or technology to government employees who are decision-makers or potential partners, but you must not try to influence them by offering personal benefits. Discuss the situation with the Legal Department before taking any further action.

25Veralto Code of Conduct | Our Customers and Partners Conflicts of Interest A “conflict of interest” occurs when an Associate’s private interest interferes in any way or even appears to interfere with the interests of Veralto. The existence of a real or potential conflict of interest is not necessarily a violation of our Code. However, continuing to work for Veralto in any role, or participating in any decision, that involves that conflict of interest without disclosing it is a violation. For questions and disclosures regarding conflicts of interest, please contact the Legal Department. Disclosures and Approval Associates are prohibited from working for Veralto in any role, or participating in any decision, that involves a conflict of interest, unless the conflict has been escalated and fully disclosed to the Associate’s manager; that manager has approved the proposed activity; and the Associate follows any special procedures required by the manager to mitigate the conflict. Please refer to your Platform’s Conflict of Interest Policy for additional guidance. In addition, Operating Company (“OpCo”) Leadership Team members with potential conflicts must also receive written approval from the Veralto General Counsel for Global Business. Platform and Veralto Corporation associates must receive written approval from the Veralto General Counsel or Chief Compliance Officer. It is not possible to list every situation that could present a conflict, but there are certain situations where conflicts are more common. Being able to recognize a potential conflict can help you avoid one. Below are some common examples and guidance: Outside employment – You must not create any business or work for any company other than Veralto or Veralto companies, that competes with or intends to compete with Veralto or that interferes with your work at Veralto. Board service – Associates may not serve on the board of directors of any for-profit, non-Veralto company, unless approved in advance by the Veralto Corporation Senior Vice President with responsibility for the associate’s business, or in the case of a Veralto Corporation, the Veralto General Counsel or Veralto Chief Compliance Officer. Financial interests – It may be a conflict if you, a close friend, or an immediate family member holds a financial interest in a company that does business with or could otherwise affect Veralto business. Business with relatives – You should not supervise immediate family members or have an immediate family member indirectly reporting to you unless the situation has been reviewed and approved.

26Veralto Code of Conduct | Our Customers and Partners Business opportunities – Never take personal advantage of information and business opportunities that you learn about through your work at Veralto, nor should you share such information with anyone else for their own personal benefit. These opportunities belong to Veralto. Specifically, Associates may not: • Take for themselves personally opportunities that are discovered through the use of Veralto property, information or position • Use Veralto property, information, or position for personal gain • Compete with Veralto. Be proactive and whenever possible avoid situations that can lead to even the appearance of a conflict of interest. If you find yourself in a potential conflict of interest situation, disclose the conflict according to our Conflict of Interest policy. Q: I own widely traded mutual funds and they include investments in some of our competitors and other companies that we do business with. Is this a conflict? A: It is very unlikely that this would be a conflict. It is not a conflict of interest as long as your interest is limited to ownership of publicly traded securities (such as common stock or preferred stock) which constitute less than two percent of the applicable class. In addition, since your investment is through a widely traded mutual fund, you are not in a position to influence any decisions made by the other companies. Q: I am not sure what is meant by the term ‘immediate family member’? Do conflicts of interest include people I have close personal relationships with as well as actual relatives? A: When we refer to ‘immediate family member’ we include spouses, domestic partners, children, stepchildren, parents, stepparents, siblings, in-laws and any other people related to you who live in the same home. More generally, our conflicts of interest policy is meant to cover any close relationships that may create an actual or apparent conflict of interest. While it is impossible to anticipate every circumstance, you should be concerned if any activity or relationship interferes – or could be perceived by others to interfere - with your objectivity. If you have any concern at all about any personal relationship, raise it with your manager. Q: A colleague’s son has just joined our team. Is this allowed? A: Relatives can work in the same team or operating unit. However, if a relative is in a position to hire, supervise or influence the management or compensation of another relative that constitutes a conflict of interest that must be disclosed and addressed as described above.

27Veralto Code of Conduct | Our Customers and Partners Gifts and Entertainment An occasional gift or entertainment is often viewed as a normal part of doing business, but sometimes even a well-intentioned gift can be inappropriate and in violation of our policy or the law. At Veralto, associates may only exchange modestly valued gifts and entertainment that are a reasonable complement to business relationships, and do not improperly influence others. We do not accept or provide gifts or entertainment if the intent is to bias a decision or is in return for any business, services or confidential information. When exchanging gifts and entertainment, all of the following guidelines must be met: It must be modest in value and not frequent. It must not appear to influence or give the appearance of influencing the business judgment of the recipient. There must be a reasonable business purpose. Always make sure records of gifts and entertainment are accurate and reflect the true nature of the transaction. The following practices are never allowed: Giving or receiving gifts or entertainment during the bidding process. Giving or accepting lavish or frequent gifts or entertainment. Giving or accepting any gift of cash or a cash equivalent (gift cards, gift certificates). Giving or accepting any gift or entertainment that could be embarrassing or reflect negatively on Veralto’s reputation or your reputation. Any gift or entertainment that violates the policies of the recipient’s organization. Giving gifts, benefits or entertainment of any kind to a government official.

28Veralto Code of Conduct | Our Customers and Partners Gifts and Entertainment – Government Officials Extra care needs to be taken when dealing with government officials. Complex rules govern the giving of gifts and entertainment to government officials (which includes employees of state-owned entities). What may be permissible for commercial customers may be illegal when dealing with governments. No gifts or other benefits, including entertainment, can be offered to government officials. Any request made to an Associate by a government official for a payment, other than legitimate taxes or fees, must be reported immediately to the Legal Department. If you have questions, contact the Legal Department immediately. Q: A supplier offered me two tickets to a Broadway show. They cannot come with me themselves, but have told me to take a friend. The tickets are probably expensive. May I accept them? A: Because the supplier is not accompanying you, the tickets are not considered entertainment but are a gift. You will need to get approval from your manager who will provide guidance in line with Veralto and the OpCo’s policies.

29Veralto Code of Conduct | Our Customers and Partners Competitive Intelligence We obtain competitive information only through legal means and never through misrepresentation, or through any behavior that could be construed as “espionage,” or “spying”. When collecting business intelligence, always live up to our standards of integrity - never engaging in fraud, misrepresentation or deception to obtain information. When we hire former employees of competitors, we must respect any legal or contractual obligation not to use or disclose the confidential information of their former employers. If you have any questions about whether certain competitive activities comply with our Code, you should immediately consult with your manager or the Legal Department. Q: I just joined Veralto after working for several years at one of our competitors. Can I share confidential and proprietary marketing information that I developed while working at my previous job which competes with my current Veralto OpCo? A: You can use the general knowledge and skills you learned in your previous job, but you cannot bring to Veralto any confidential or protected materials produced by you or anyone else for your former employer. If the marketing information is confidential, proprietary or a trade secret of your past employer, using or sharing it now would breach our policies, your obligations to your past employer, and possibly also the law. You are obliged to protect such information from your past employer just as Veralto associates are obliged to protect ours. Check with the Legal Department if you have questions about any specific information.

Our Company

31Veralto Code of Conduct | Our Company Investors, government officials and others rely on our accurate and honest books and records. Accurate information is also essential within the Company so that we can make informed business decisions. Associates with finance or accounting jobs or jobs that affect product quality have a special responsibility in this area, but all of us contribute to the process of recording business results and maintaining records. Each of us has a responsibility to ensure that the information we submit in all Veralto records is complete, accurate and understandable. To ensure that we can meet our responsibility to cooperate with audits, investigations and legal document requests, we must preserve records according to our policies, respond fully with all information requested and refrain from editing, modifying or deleting requested information. Make sure that all Company records including financial entries, expense reports and time sheets are clear and complete and do not hide the true nature of any transaction. Never record false sales, shipments, or record them early, understate or overstate known liabilities and assets, or defer recording items that should be expensed. Record Keeping and Financial Reporting We deliver results as a team, setting the bar high for ourselves and each other.

32Veralto Code of Conduct | Our Company Make sure that all engineering, quality and production records are accurate—never falsify such records or make them misleading in any way. Do not establish any unrecorded Company funds or assets, such as “slush funds” or any other types of “off the books” accounts. Associates with any role in the preparation of Veralto Corporation’s financial statements and disclosures have a responsibility to ensure that they are complete and do not contain any false or misleading statements. Never pressure, manipulate or mislead outside accountants involved in auditing or reviewing our financial statements or internal controls. Records Management and Legal Holds Business records must be retained as long as needed for business purposes, or longer if required by applicable law. Documents should only be destroyed in accordance with the record management policy of your applicable business and never in response to or in anticipation of an investigation, lawsuit or audit. If you receive a “Legal Hold” you must not alter or discard any relevant information. Contact the Legal Department if there is any doubt about the appropriateness of record destruction. Q: My manager has asked me to record an unconfirmed sale in the quarterly report to meet our targets. But the sale will not be completed until after the quarter ends. Should I do what she asks? A: No. You must always record costs and revenues in the correct time period. Reporting a sale that is not yet complete would be a misrepresentation. It could be fraud. You need to discuss your concern with your manager but if you are not comfortable doing so use Speak Up! or seek help using any of the other resources listed in the Code.

33Veralto Code of Conduct | Our Company The unauthorized release of confidential and proprietary information and/or trade secrets, can cause us to lose our competitive advantage, embarrass Veralto and damage our relationships with our customers and business partners. For these reasons, such information must be treated carefully. The following are some examples of this type of information: • Sales results, in whole or by product, • Customer lists, • Product price and cost information, • P ersonal data of our associates, customers, and suppliers, • Technical details of our systems, products and our product manufacturing processes, • Our business strategies, and • Product launch plans. Associates should ensure that they: Use and disclose confidential information only for legitimate business purposes. Properly label confidential information to indicate how it should be handled, distributed and destroyed. Do not share passwords or allow other people, including friends and family, to use our information technology resources. Do not disclose information to third parties, including business partners, without appropriate authorization and appropriate confidentiality agreements. If in doubt, check with your manager or the Legal Department. Do not discuss confidential information in public places where others may overhear or leave confidential information, computers, mobile phones or other electronic devices holding confidential information anywhere that they could be stolen or accessed by others. These obligations continue even after your employment with Veralto ends. When you leave Veralto, you must not disclose or use any Veralto confidential information and you must return all copies of materials or devices that contain Veralto confidential information. Confidential Information

34Veralto Code of Conduct | Our Company Intellectual Property Intellectual property refers to the inventions, ideas, brands, and original work that could provide a competitive advantage in the marketplace. These things are what we mean when we talk about leading edge innovation, and we must protect them from our competitors. Any unauthorized disclosure or misuse, either during or after your employment with Veralto, could be harmful to the Company or to our customers. All associates who create intellectual property must follow their Veralto Company’s policies and processes for identifying and protecting that intellectual property. Third parties entrust us with their confidential and proprietary information, and it is equally important that we handle it with care. Third-party confidential information should only be used in accordance with the specific terms of a valid license or other legal right to such use. If you have questions or concerns about the appropriate use of proprietary information or intellectual property, please discuss them with the Legal Department. Q: I frequently work with Company confidential information on project assignments. I have a tight project deadline coming up and need to work on the project over the weekend. Am I allowed to use my personal laptop at home to work on Company confidential information? A: You may only store Company confidential information on a Company issued laptop, mobile device, or portable storage device / flash drive which has the appropriate safeguards installed to protect Company confidential information. Downloading, editing, or even accessing Company confidential information on a non- Company issued device puts you and the Company at-risk to information theft or loss. It also violates the Veralto Information Security policy.

35Veralto Code of Conduct | Our Company Protect Inside Information In the course of business, you may become aware of material, nonpublic information about Veralto or other publicly traded companies. Using this information for personal gain or sharing it with others is not only unfair to other investors, it is illegal. Never buy or sell any stocks, bonds, options or other securities of any public company, including Veralto, based on material, nonpublic information. Do not pass on material, nonpublic information to others (this is known as “tipping”). Material, non-public information may include: • News of mergers, acquisitions or divestitures, • A planned offering or sale of the company’s securities, • Major regulatory actions or major litigation concerning the company, • Significant changes in management, • A major contract award or cancellation of an existing, major contract, or • Introduction of a material new product, technology or service or material developments with respect to existing products, technologies or services. In addition, certain associates are subject to “blackout periods” during which time they are not permitted to engage in trades involving Veralto securities, and may also be subject to preclearance requirements prior to trading in Veralto securities at any time. If you have any questions about whether information is material and nonpublic, contact the Legal Department. Definitions Information is material if there is a substantial likelihood that a reasonable person would consider the information important in making a decision to buy or sell securities. Information is nonpublic until one full business day after it has been widely disseminated to the public through a broadly disseminated press release and/or a report furnished to the SEC. Q: My manager asked me to prepare some financial material related to an acquisition that Veralto is considering. The information is confidential and is not yet public. Based on the information I reviewed, I think the stock of the acquisition target will go up fast once the news is made public. I know that I cannot buy stock in the company we are planning to acquire, but can I pass the news to my brother since he is not an ‘insider.’? A: No. You cannot share the news with others because it is confidential. The information may also be material, non-public information, and sharing it with others could be considered “tipping,” which is against the law and our policies.

36Veralto Code of Conduct | Our Company Each of us is entrusted with the care of Company assets. We must protect them from loss, damage, theft, waste and improper use. Any digital communication using company assets or company managed tools may not be confidential. Veralto assets include physical property, facilities, equipment, vehicles, inventory and supplies and also corporate opportunities, financial resources, intellectual property, confidential information, files, documents, information systems and data. Our assets must not be given or sold to anyone without appropriate approval. Only use authorized software, devices and procedures. Email, our information systems, and the data on them are considered Company property. You should have no expectation of personal privacy when using Company assets. Veralto has a responsibility to take necessary precautions to protect our Company assets. Limited personal use of phones, the internet, email and instant messaging is allowed as long as it does not interfere with your job, business use of the systems, or violate any Veralto policies. Officers are the only associates allowed to sign documents or exercise authority on behalf of Veralto Corporation, or authorize others to do so. In your particular business, signature authority and spending authority are also limited and assigned to certain roles or individuals. Making business commitments outside of these processes, through side deals or otherwise, is not acceptable. If you are ever in doubt as to whether you have authority to sign a document or take another action on behalf of the Company or any of its subsidiaries, do not act until you are able to establish your authority to act or you obtain appropriate approval. Q: I have an online greeting cards business that I operate from home usually on the weekends. On days when I finish lunch early, can I use my Veralto computer to process orders from the previous day? A: No. Our policies prohibit you from carrying out non-Veralto business on our information systems. You must only run your home business at home, using your own computer and systems. Use of Company Assets

37Veralto Code of Conduct | Our Company Cybersecurity We are all increasingly dependent on connected devices (laptops, tablets, mobile phones) and information systems to conduct business and communications. Each of us must do our part to protect our data and information systems from accidental and intentional misuse, abuse, tampering, disablement, or unauthorized access to our information systems and data. Make sure you follow our policies and procedures that are designed to protect our systems, applications, networks, and assets from attack, damage or unauthorized access. Follow a Think. Protect. Secure. Together mindset when utilizing company information systems and accessing company data. Never share or allow someone besides yourself to use your usernames and passwords. Be alert to phishing scams or other attempts to uncover sensitive personal or corporate information. Do not open suspicious links in emails, even if you think you know the source.

38Veralto Code of Conduct | Our Company Veralto strives to provide clear and accurate information to the media, financial analysts and the public. In addition to satisfying important legal requirements, this helps us maintain the trust of our shareholders, potential investors and government regulatory bodies. This, in turn, strengthens our corporate reputation. For these reasons, it is important that only designated associates speak publicly on behalf of Veralto. If you receive a call or request for information from a member of the media or a financial analyst, gather the relevant facts and consult with Veralto’s Corporate Communications or Veralto’s Investor Relations Department before responding. Never give the impression that you are speaking on behalf of Veralto in any communication that may become public if you are not specifically authorized to do so by an appropriate officer of Veralto Corporation. Obtain approval from Veralto’s Corporate Communications Department before making public speeches, writing articles for professional journals, or engaging in other public communications when you are speaking on behalf of Veralto. External Communications

39Veralto Code of Conduct | Our Company When making a statement on a social media platform, you do so as an individual, and should not give the appearance of speaking or acting on behalf of Veralto. Always be aware that social forums are monitored by clients, colleagues and regulators. Think carefully before you hit the ‘send’ button in an email or a text. When using social media: Use good judgment, including expressing ideas and opinions in a respectful manner. Clearly state that any opinions you express are your own and do not reflect those of Veralto. Do not disclose confidential business information about the Company, our customers, or our business partners. Do not give the appearance of representing the Company unless you have been granted specific permission to do so. Do not engage in rumor or speculation about Company matters in which you may be involved or been made aware. Q: Someone has posted a claim on an on-line social network about Veralto that I know is false. The post says that we are planning to change suppliers and not only suggests that we are endorsing the new supplier but that we are not pleased with our current supplier. I think it’s important that we correct the misinformation. Is it acceptable if I go ahead and post a response? A: While it may be tempting to correct the information and engage with the source of the misinformation, you should instead contact Veralto’s Corporate Communications Department and let them take the necessary steps. Using Social Media

Our World Safeguarding the World’s Most Vital Resources™

Veralto Code of Conduct | Our World 41 Being a responsible corporation is deeply ingrained in Veralto’s culture and business, and has been for decades. We are proud to have a reputation for being a good corporate citizen and neighbor. Sustainability is not just a phrase or slogan for us, it is central to who we are and what we do. Our innovations improve the quality of life in meaningful ways. Around the globe our businesses advance new processes and technologies, improve health and safety, and promote environmental stewardship. And locally, our associates are active in causes and organizations that make a difference in the communities where they work and live. To ensure that our sustainability efforts are aligned with our commitment to ethics and integrity, be sure to keep the following in mind: Do not make any direct or indirect contribution on behalf of the Company unless you are authorized to do so. If you volunteer to help charitable organizations, be sure that your participation is as a private citizen unless the activity is authorized or sponsored by the Company. Soliciting or pressuring customers, business partners or other associates to support your favorite charities or causes is not allowed. Through our well-established companies we solve some of the world’s most pressing issues. We continually improve for enduring impact to create a better future for all Community Involvement

Veralto Code of Conduct | Our World 42 We are committed to respecting the human rights and dignity of everyone, and we support international efforts to promote and protect human rights. We comply with all applicable laws pertaining to fair employment practices, freedom of association, privacy, collective bargaining, immigration, working time, wages and hours, as well as laws prohibiting forced, compulsory, child labor, employment discrimination and human trafficking. We will not tolerate abuse of human rights in our operations or in our supply chain. Each of us can help support efforts to eliminate human rights abuses: Report any suspicion or evidence of human rights abuses in our operations or in the operations of our business partners to your manager or use Speak Up! Remember that respect for human dignity begins with our daily interactions with one another and with our customers and business partners. It also includes promoting diversity and inclusion, accommodating disabilities and doing our part to protect the rights and dignity of everyone with whom we do business. Q: When I was visiting a new supplier, I noticed employees that were working there that seemed young. When I asked about it, I did not get a clear answer. What are my next steps? A: You did the right thing first to be on the lookout for human rights abuses and second to raise the issue with our supplier. The next step is to report the incident to the Legal Department. We are committed to human rights and to the elimination of human rights abuses, including child labor. Human Rights

Veralto Code of Conduct | Our World 43 We believe in fair, free and open competition. We gain our competitive advantages through the quality of our products, rather than through unethical or illegal business practices. Every country where we operate has laws that govern relationships with competitors, suppliers, distributors and customers. While the legal requirements vary, fair competition laws (also called antitrust, monopoly or competition laws) generally share the same objective – to ensure that markets operate efficiently by providing competitive prices, customer choice and innovation. Industry Meetings Industry and trade association meetings serve legitimate and worthwhile purposes. However, these meetings also carry risk because they bring together competitors who might discuss matters of mutual concern and potentially cross the line of what is permissible. Even joking about inappropriate topics, such as marketing or pricing strategies, could be misinterpreted and misreported. If the conversation turns to any kind of anti-competitive discussion, you should refuse to discuss the matter, leave the conversation immediately and report what happened to the Legal Department. Never talk with or signal our competitors about any aspect of our pricing, sales volumes, customers or territories. This applies even to casual conversations. Do not discuss boycotting customers, suppliers or competitors. Do not agree with a competitor to coordinate bidding, or agree with a customer or competitor not to deal with other companies. Consult with the Legal Department if you have any questions or concerns about violations of anti- competition laws. Fair Competition

Veralto Code of Conduct | Our World 44 Always work honestly and with integrity. Never offer or accept a bribe from anyone, including government officials -- and remember, we are not only responsible for our actions, but also for the actions of any third party who represents Veralto including distributors, sales agents, representatives, channel partners and logistics providers. The laws in some countries impose additional penalties for bribing government officials, but for us it is simple: offering or accepting a bribe from anyone, at any time is always wrong. Do not give or accept bribes, kickbacks, or accept or provide any other kind of improper payment. Do not pay facilitation payments. If a facilitation payment is requested, report the request to the Legal Department. Keep accurate books and records so that payments can be honestly described and documented. Be aware of our anti-corruption and bribery standards when selecting third parties that provide services on our behalf. Be vigilant and monitor their behavior. Be aware that not reporting a bribe or other illegal activity may itself be a violation of our Code. Anti-Bribery, Anti-Corruption Definitions A bribe is anything of value that is given to influence the behavior of someone in government or the private sector in order to obtain business, financial or commercial advantage. A bribe can be something other than cash. A gift, a favor, even an offer of a loan or a job could be considered a bribe. Review our policies and ask questions about what is acceptable (and what is not). Facilitation payments are typically small payments to a low- level government official that are intended to encourage the official to perform his responsibilities. A government official includes anyone who works for or is an agent of a government owned or government-controlled entity. This includes elected and appointed officials of national, municipal or local governments. It also includes officials of political parties and candidates for political offices, as well employees of a government or a state-controlled company. It is not always easy to determine who is and who is not a government official.

Veralto Code of Conduct | Our World 45 Q: I was authorized to hire a consultant to help us get the local permits needed for a new project. They asked for a $40,000 retainer to ‘help move the process along’. Should I agree to this payment? A: No. Before engaging the consultant you need to consult with the Legal Department or use Speak Up! Before agreeing to make any payment, we need to know how the money will be used. Veralto must make sure this money is not used as a bribe or any other improper payment. Q: I work in a country that is generally considered high- risk for bribery and corruption. My team needs approval from a state-owned company before we can contract with a preferred supplier of a major item of equipment. We are considering paying for several employees of the state- owned company and their spouses to travel to the U.S. for a week, to attend a day of meetings followed by shopping and sightseeing. These employees are not considered to be government officials under local law, so do I need to get advance approval? A: Yes, and you need to review the situation with the Legal Department. The definitions of a government official in the US under the Foreign Corrupt Practices Act (FCPA) and under the UK anti-bribery laws as well as similar laws of other countries may be broader than local law and therefore could include employees of the state-owned company. If this is the case, the proposed hosting of travel for the employees and their spouses would not be approved.

Veralto Code of Conduct | Our World 46 We are committed to following applicable international trade laws including import and export controls regulations, compliance with sanctions and anti-boycott laws, and anti-money laundering laws. Each of us has a responsibility to ensure that we comply with trade laws and regulations in any country where we do business. As Veralto continues to expand globally, those of us who deal with the importation of goods and export-controlled items, technology and services have an obligation to understand and comply with applicable regulations. This includes import and export laws, technology control plans, the conditions and provisos of export license authorizations that may apply to their business or facility and Veralto’s Import and Export Compliance Policies. Export Regulations All associates are responsible for abiding by export laws. Export control laws govern the transfer of goods, services and technology to another country. Note that export controls govern many types of exchanges of information across national borders, including email transmissions and web access to different servers that could contain export controlled technical data. The U.S. also controls the transmission of certain export controlled technical data to non-U.S.-persons within the United States. International Trade

Veralto Code of Conduct | Our World 47 Import Regulations All associates are responsible for abiding by import laws. I. Import laws and regulations govern the importation of goods. Such laws ensure only admissible goods enter the importing country, and that the correct amount of duties and taxes are paid on those goods. We must maintain, among other things, accurate information on the commodity/nomenclature, commercial value and country of origin of all imported goods. Export and Import Regulations If you are involved in the transfer of goods or services across national borders on behalf of our company or our customers, you must comply with these laws, regardless of where you are located. If U.S. law conflicts with a local trade law, U.S. law may apply. Always consult with the Trade Compliance Team or the Legal Department for proper guidance on this subject. Anti-Money Laundering Laws Veralto complies with all laws that prohibit money laundering or financing for illegal or illegitimate purposes. “Money laundering,” is the process by which persons or groups try to conceal the proceeds of illegal activities or try to make the sources of their illegal funds look legitimate. All associates should ensure that they are conducting business with reputable customers, for legitimate business purposes, with legitimate funds. It is important that we know and comply with all laws and regulations intended to prevent money laundering. This means we must make and receive payments for goods and services only via approved and documented payment practices, and we must be vigilant and exercise good judgment when dealing with unusual customer transactions. Check for “red flags” such as requests from a potential customer or supplier for cash payments or other unusual payment terms. If you suspect money laundering activities, speak up and report it.

Veralto Code of Conduct | Our World 48 We believe in the right of associates to participate in the political process. You are encouraged to be active in charitable and political activities on your own time and at your own expense. Consistent with applicable laws, Veralto will exercise its right to make its position known on relevant issues. When doing so, we follow all lobbying laws, and may engage associates or professional lobbyists to work with government officials on our behalf. In all communications, make it clear that your political views and actions are your own and not those of Veralto. Never use Company funds, assets or facilities to support any charity, cause, political candidate or party unless approved by the Legal Department. Never pressure another Associate, customer or business partner to contribute to, support or oppose any political candidate or party. Never make a charitable or political contribution with the intent to improperly influence someone. Q: I went to a fundraising dinner for a candidate for a local government office. This candidate takes positions favorable to our interests, so can I claim the dinner on my expense report? A: No. If you did this, it would be considered a political contribution, which would violate our policies. While you are free to attend political fundraising events as an individual, you must not use Company assets or funds or give the impression that you are representing Veralto. If you think your involvement might create a conflict of interest or appear inappropriate, discuss it with your manager. Political Activity and Contributions

Veralto Code of Conduct | Our World 49 At Veralto, we strive to meet or exceed applicable environmental laws, regulations and permit requirements, and we use environmentally sound practices to ensure the protection of the environment. Associates who work directly with regulated materials have specific responsibilities to ensure they are used, stored, transported and disposed of in a legal, safe and responsible way. All associates should be proactive and look for ways that we can reduce waste and use energy, water and natural resources more efficiently. In addition to environmental compliance, Veralto is also committed to sustainability in all our operations. Our commitment to environmental protection and sustainability includes: Continuous improvement in environmental performance and minimization of waste, water consumption and energy use, Prevention of pollution, Integration of sound environmental practices into our business practices including procurement and product design, testing, manufacturing and support, and Consideration of environmental impacts in the course of developing new products or processes, in selecting production materials, and before buying, leasing or selling property. Environmental Protection and Sustainability

A Final Word

Veralto Code of Conduct | A Final Word 51 We want to thank you for reviewing our Code of Conduct. We hope it is a useful resource for you to use when you have questions or are faced with a difficult ethics and compliance business decisions. Always remember all the resources mentioned throughout the Code are available to help. If you have any questions about a specific topic or suggestions about how we can improve our ethics and compliance initiatives, please do not hesitate to contact one of us. Thank you, Sylvia Stein Senior Vice President, General Counsel A Final Word

Veralto Code of Conduct | A Final Word 52 The Veralto Code of Conduct is endorsed by and has the full support of the Veralto Board of Directors. The Veralto Board of Directors is responsible for overseeing ethics and compliance at Veralto. The Ethics and Compliance team, among other responsibilities, applies and interprets the Code, manages the intake and investigation of Speak Up! questions and concerns, develops and disseminates ethics and compliance trainings and communications, and assists with the design and implementation of preventative compliance measures. The Veralto Ethics and Compliance team is managed by the Chief Compliance Officer. The General Counsel has direct access and reporting obligations to the Board of Directors and appropriate Board committee. In administering the Code, the Ethics and Compliance team works closely with other Corporate, Platform and Operating Company functions including Legal, Human Resources, Internal Audit, Finance and other groups focused on ensuring and monitoring compliance. Ethics and Compliance at Veralto

Veralto Code of Conduct | A Final Word 53 Additional resources are located within the Platform or the OpCo. Visit the Integrity and Compliance page on Veralto Connect for a list of all Compliance Resources. For general inquiries, please contact integrity.answers@veralto.com Speak Up! The Speak Up! Program is in place for you to ask questions, seek guidance, and to report your concerns in an anonymous and confidential way. Associates are encouraged and expected to ask questions when unsure about any ethics or compliance issue, and are required to report actual or potential violations of law, our Code of Conduct or other Veralto policy. In bringing questions or violations to management’s attention, you are helping to ensure Veralto and our Operating Companies achieve and sustain the highest levels of ethics and compliance, and you are helping build the foundation of our future success! Associates are required to use Speak Up! to report: • Accounting, record keeping and auditing irregularities • Expense reporting fraud or irregularities • Bribery, corruption or illegal payments • Inappropriate documentation practices • Inaccurate Financial records (or the intention to file inaccurate or irregular financial records) • Criminal conduct • Violations of law • Discrimination and Workplace harassment • Product quality issues • Manufacturing practices • Violation of (or the non-adherence to) Environmental, Health and Safety (EHS) standards • Conflicts of interest • Theft or fraud • Workplace violence • Substance abuse Additional Ethics and Compliance Resources

Veralto Code of Conduct | A Final Word 54 How to Report an Issue You may report any issues to your immediate manager, or to any of the following resources: • Another manager at your Veralto Company • Human Resources or Legal/Compliance Department at your Veralto Company • Any member of Veralto Corporation management • Any member of the Veralto Corporation Internal Audit Staff • Integrity and Compliance Helpline at www.veralto. ethicspoint.com • Any member of the Veralto Corporation Board of Directors Please note that our Speak Up! Program is administered by a third party provider and NOT by Veralto to preserve the anonymity and confidentiality of your report. You are encouraged to submit reports relating to violations stated in our Code of Conduct, as well as asking for guidance related to policies and procedure and providing positive suggestions and stories. The information you provide will be sent to Veralto by our third party provider on a totally confidential and anonymous basis if you should choose. You have our guarantee that your comments will be heard. Speak Up! phone numbers are subject to change without prior notice but you can always find the most current information at: www.veralto.ethicspoint.com

Veralto Code of Conduct | A Final Word 55 Veralto supports associates right to speak out about matters of public concern or engage in certain activities related to the terms and conditions of their employment. Nothing in the Code or in any of our policies is intended to limit or interfere with the right to engage in activities protected under Section 7 of the U.S. National Labor Relations Act, or any other local laws or applicable regulations, such as discussions related to wages, hours, working conditions, health hazards and safety issues. The existence and content of the Code will be disclosed to shareholders and will be available on Veralto’s website. In limited circumstances, Veralto may waive provisions of our Code of Conduct. All waivers require the pre-approval of the Veralto Corporation Board of Directors, Chief Executive Officer or General Counsel in writing, and a waiver for a Veralto Corporation director or executive officer may be made only by the Veralto Corporation Board of Directors or by a committee of the Board. All waivers will be promptly disclosed to the extent required by law or the New York Stock Exchange. Our Code of Conduct does not give any contractual rights or alter the employment relationship an Associate has with his or her employing Veralto Company (except to the extent our Code is incorporated into any employment agreement, collective bargaining or labor agreement or similar agreement which governs employment). Associates are free to voluntarily resign employment subject to any legal or contractual obligations. Similarly, the Company may terminate employment at any time it believes that it is in the best interests of the business to do so, subject to applicable laws and any employment agreement which governs employment. Wherever used in our Code, the term “employment agreement” refers to not only employment agreements but also all applicable collective bargaining or labor agreements and similar agreements. The provisions of the Code are in addition to, and do not modify, replace or supersede other policies or procedures.

© 2023 Veralto. All Rights Reserved

EX-99.1

Exhibit 99.1

September 13, 2023

Dear Danaher Corporation Stockholder:

On September 14, 2022, we announced our intention to separate our Environmental & Applied Solutions businesses to create a separate, publicly traded company, which will occur by means of a spin-off of all of the outstanding shares of common stock of a newly formed company named Veralto Corporation (“Veralto”) to Danaher stockholders. We believe that the spin-off will position Danaher and Veralto to further grow their respective businesses and enhance long-term value for all of our stockholders, customers and associates. We further believe that Veralto can be more effective as a stand-alone company, with greater focus on both organic growth and inorganic investment opportunities. The principles of the Danaher Business System will remain the foundation of both companies.

Veralto will have outstanding brands and market-leading positions in a broad range of water quality and product quality and innovation related instruments, consumables, software and services. It will be comprised of the businesses included in Danaher’s existing Environmental & Applied Solutions segment, which consists of Danaher’s existing Water Quality and Product Quality & Innovation (previously referred to as Product Identification) businesses. As a stand-alone entity, Veralto will be better positioned to accelerate its growth trajectory, drive margin expansion, and pursue acquisition opportunities. We believe that the separation will support an even more attractive earnings profile for Veralto going forward.

Following the spin-off, Danaher will continue to hold leading positions in areas of biotechnology, life sciences and diagnostics that are exposed to favorable secular and structural growth trends. These positions are comprised of leading brands that share common characteristics including: a high percentage of recurring revenue, an attractive growth and margin profile, and, predominantly, a direct to end customer commercial strategy. Danaher will be well positioned to grow organically, improve profitability, and deploy capital to generate substantial earnings growth.

The spin-off will provide current Danaher stockholders with ownership interests in both Danaher and Veralto, and will be in the form of a pro rata distribution of all of the outstanding shares of Veralto common stock to holders of Danaher common stock. Each Danaher stockholder will receive one share of Veralto common stock for every three shares of Danaher common stock held at the close of business on September 13, 2023, the record date for the distribution. You do not need to take any action to receive shares of Veralto common stock to which you are entitled as a Danaher stockholder. You do not need to pay any consideration or surrender or exchange your shares of Danaher common stock to participate in the spin-off.

The distribution is intended to be tax-free to Danaher stockholders for U.S. federal income tax purposes, except for any cash received by stockholders in lieu of fractional shares. You should consult your own tax advisor as to the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local and non-U.S. tax laws.

I encourage you to read the attached information statement, which is being provided to all Danaher stockholders who held shares on the record date for the distribution. The information statement describes the separation in detail and contains important business and financial information about Veralto.

We believe that the spin-off is a positive step for Danaher and Veralto and is in the best interests of Danaher and its stockholders. We remain committed to working on your behalf to continue to build long-term stockholder value.

Sincerely,

Rainer M. Blair

President and Chief Executive Officer

Danaher Corporation

September 13, 2023

Dear Future Veralto Stockholder:

I am excited for you to get to know our business and look forward to welcoming you as a stockholder of Veralto Corporation (“Veralto”) when we become a separate publicly traded company. We plan to list Veralto on the New York Stock Exchange under the ticker symbol “VLTO”. Veralto is a leader in public health and safety with an attractive operating profile and a proven business system designed to create long-term shareholder value. This strong foundation was born from our rich heritage at Danaher, and we are committed to building on our legacy of growth, innovation, and continuous improvement by carrying forward the principles of the Danaher Business System as we transition to the Veralto Enterprise System (“VES”).

Veralto stands for our commitment to the highest levels of excellence in pursuit of our unifying purpose: Safeguarding the World’s Most Vital ResourcesTM. We are committed to the advancement of public health and safety and believe we are well positioned to help address some of the world’s most challenging environmental and sustainability issues.

Veralto is comprised of long-established operating companies with leading brands focused on solving global challenges, including water quality, water scarcity, food safety, and labor shortages in our served industries. The breadth of our product offering is complemented by technical applications expertise, digital capabilities, and customer service; all of which help support our customers’ objectives to reduce operating costs, minimize their environmental impact, and support consumer health and safety.

Strong secular trends continue to shape the industries in which we participate and provide opportunities for future growth. These trends include increasing regulatory standards for drinking water and wastewater discharge, growing global demand for safe and affordable water, enhanced focus on product safety, along with a heightened focused on sustainability. Given Veralto's history of helping customers navigate significant regulatory, sustainability and product safety challenges, we believe we are well positioned to capitalize on these secular trends.

Veralto’s leadership team is diverse, talented and experienced and includes a balance of Danaher veterans and external hires with public company experience. Our team of 16,000 associates is data driven and results oriented with a growth and continuous improvement mindset. We strive to create and sustain a culture of empowerment and accountability where our associates feel a sense of belonging in an inclusive workplace that is challenging, rewarding and offers the ability to make meaningful, enduring contributions to humanity.

As a separate publicly traded company we see significant opportunities to create future value by executing against three strategic imperatives:

1.Safeguarding the world’s most vital resourcesTM: We seek to have a positive, enduring impact by supporting public health and safety, delivering quality and reliability, and fostering trust and innovation. We believe our track record of innovation and performance, combined with regulatory, environmental and sustainability secular growth drivers position Veralto to play a leading role in helping ensure the vitality of everyday life.

2.Drive operational excellence through the application of VES: Our operating businesses have leveraged DBS (known as VES at Veralto) to continuously improve their operational and financial results across our business for over 20 years. VES is paramount to our results-oriented, growth, innovation, and continuous improvement mindset. In the spirit of continuous improvement, we intend to tailor VES to our culture and portfolio of operating businesses to maximize its impact across our enterprise.

3.Execute strategic, disciplined capital allocation: We intend to re-invest the substantial free cash flow we expect from our operations, after taking into account any debt servicing payments and potential dividends, towards actions that we believe drive long-term shareholder value creation - prioritizing accretive organic growth initiatives and acquisitions that strategically expand the offerings of our businesses and help us address new and emerging challenges impacting our customers, while maintaining our flexibility to return capital to shareholders.

I personally invite you to learn more about Veralto by reading the attached information statement. Our team looks forward to earning your trust as we focus on delivering results through customer-inspired ingenuity and continuous improvement that leaves an enduring impact.

Sincerely,

Jennifer L. Honeycutt

President & Chief Executive Officer

Veralto Corporation

INFORMATION STATEMENT

Veralto Corporation

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This information statement is being furnished in connection with the distribution by Danaher Corporation (“Danaher”) to its stockholders of all of the outstanding shares of common stock of Veralto Corporation, a wholly owned subsidiary of Danaher that will hold, directly or indirectly, substantially all of the assets and liabilities associated with Danaher’s existing Environmental & Applied Solutions segment (consisting of Danaher’s existing Water Quality and Product Identification businesses) (“Veralto”). To implement the distribution, Danaher will distribute all of the shares of Veralto common stock on a pro rata basis to the Danaher stockholders.

For every three shares of Danaher common stock held of record by you as of the close of business on September 13, 2023, the record date for the distribution, you will receive one share of Veralto common stock. You will receive cash in lieu of any fractional shares of Veralto common stock that you would have received after application of the above ratio. As discussed under “The Separation and Distribution—Trading Between the Record Date and Distribution Date,” if you sell your shares of Danaher common stock “regular-way” after the record date and before the distribution, you also will be selling your right to receive shares of Veralto common stock in connection with the separation. Veralto expects the shares of Veralto common stock to be distributed by Danaher on September 30, 2023. We refer to the date of the distribution of the shares of Veralto common stock as the “distribution date.” Because September 30, 2023 is a Saturday and not a business day, the shares are expected to be credited to “street name” stockholders through the Depository Trust Company (“DTC”) on the first trading day thereafter, Monday, October 2, 2023.

The distribution is expected to be tax-free to Danaher stockholders for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares.

No vote of Danaher stockholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send Danaher a proxy, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing shares of Danaher common stock or take any other action to receive your shares of Veralto common stock.

There is no current trading market for Veralto common stock, although Veralto expects that a limited market, commonly known as a “when-issued” trading market, will develop on the third trading day prior to the distribution date, and Veralto expects “regular-way” trading of Veralto common stock to begin on the first trading day following the distribution. Veralto has applied to have its common stock authorized for listing on the New York Stock Exchange (the “NYSE”) under the symbol “VLTO.” Following the distribution, Danaher will continue to trade on the NYSE under the symbol “DHR.”

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In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 17.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

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This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is September 13, 2023.

A notice of Internet Availability of Information Statement Materials containing instructions describing how to access this information statement was first mailed to Danaher stockholders on or about September 13, 2023. This information statement will be mailed to Danaher’s stockholders who previously elected to receive a paper copy of Danaher’s materials.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION	i
INFORMATION STATEMENT SUMMARY	1
SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA	14
RISK FACTORS	17
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	45
DIVIDEND POLICY	46
CAPITALIZATION	47
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	48
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	57
BUSINESS	79
MANAGEMENT	100
EXECUTIVE COMPENSATION	110
TREATMENT OF OUTSTANDING EQUITY AWARDS AT THE TIME OF THE SEPARATION	146
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	147
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	155
THE SEPARATION AND DISTRIBUTION	157
U.S. FEDERAL INCOME TAX CONSIDERATIONS	163
DESCRIPTION OF CERTAIN INDEBTEDNESS	166
DESCRIPTION OF VERALTO’S CAPITAL STOCK	167
WHERE YOU CAN FIND MORE INFORMATION	173
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE	F-1

Presentation of Information

Unless the context otherwise requires, (i) references in this information statement to “Veralto,” the “Company,” “we,” “us” and “our” refer to Veralto Corporation, a Delaware corporation, and its consolidated subsidiaries after giving effect to the separation, (ii) references in this information statement to the “Environmental & Applied Solutions businesses,” “Water Quality and Product Quality & Innovation businesses” or the Company’s historical business and operations refer to the business and operations of Danaher’s Environmental & Applied Solutions segment (consisting of Danaher’s Water Quality and Product Identification businesses) that will be transferred to the Company in connection with the separation and distribution and (iii) references in this information statement to “Danaher” and “Parent” refer to Danaher Corporation, a Delaware corporation, and its consolidated subsidiaries, unless the context otherwise requires.

In connection with the separation and distribution, we will enter into a series of transactions with Danaher pursuant to which Danaher will transfer substantially all of the assets and liabilities of its Environmental & Applied Solutions segment to us in exchange for shares of our common stock and a Cash Distribution (as defined herein). As used herein, (i) the “separation” refers to the separation of the Environmental & Applied Solutions businesses from Danaher and the creation of a separate company holding the Environmental & Applied Solutions businesses and (ii) the “distribution” refers to the distribution of all of the shares of Veralto common stock owned by Danaher to Danaher stockholders as of the record date. Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Veralto assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution.

Market, Industry and Other Data

Unless otherwise indicated, information contained in this information statement concerning Veralto’s industry and the markets in which Veralto operates, including its general expectations and market position, market opportunity and market share, is based on information from third-party sources and management estimates. Veralto’s management estimates are derived from publicly available information, Veralto’s knowledge of its industry and assumptions based on such information and knowledge, which Veralto believes to be reasonable. Veralto’s management estimates have not been verified by any independent source. In addition, assumptions and estimates of Veralto and its industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause future performance to differ materially from Veralto’s assumptions and estimates. For additional information, please refer to “Cautionary Statement Concerning Forward-Looking Statements.”

Trademarks, Trade Names and Service Marks

The name and mark, Veralto, and other trademarks, trade names and service marks of the Company appearing in this information statement are Veralto’s property or, as applicable, licensed to Veralto, or, as applicable, are the property of Danaher. The name and mark, Danaher, and other trademarks, trade names and service marks of Danaher appearing in this information statement are the property of Danaher. This information statement also contains additional trade names, trademarks and service marks belonging to other companies. Veralto does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of Veralto by, these other parties.

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

What is Veralto and why is Danaher separating Veralto’s businesses and distributing Veralto common stock?	Veralto, which is currently a wholly owned subsidiary of Danaher, was formed to hold Danaher’s Environmental & Applied Solutions businesses. The separation of Veralto from Danaher and the distribution of Veralto common stock are intended to provide you with equity investments in two separate, publicly traded companies that will be able to focus on each of their respective business strategies. Danaher and Veralto believe that the separation will result in enhanced long-term performance of each business for the reasons discussed in “The Separation and Distribution—Background” and “The Separation and Distribution—Reasons for the Separation.”
Why am I receiving this document?	Danaher is delivering this document to you because you are a holder of Danaher common stock. If you are a holder of Danaher common stock as of the close of business on September 13, 2023, the record date for the distribution, you will be entitled to receive one share of Veralto common stock for every three shares of Danaher common stock that you held at the close of business on such date. This document will help you understand how the separation and distribution will affect your investment in Danaher and your investment in Veralto after the separation.
How will the separation of Veralto from Danaher work?	To accomplish the separation, Danaher will distribute all of the outstanding shares of Veralto common stock to Danaher stockholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.
Why is the separation of Veralto structured as a distribution?	Danaher believes that a distribution of shares of Veralto common stock to Danaher stockholders that is tax-free for U.S. federal income tax purposes is an efficient way to separate the Environmental & Applied Solutions businesses in a manner that will create long-term value for Danaher and its stockholders.
What is the record date for the distribution?	The record date for the distribution will be the close of business on September 13, 2023.
When will the distribution occur?	It is expected that all of the shares of Veralto common stock will be distributed by Danaher on September 30, 2023, to holders of record of Danaher common stock at the close of business on September 13, 2023, the record date for the distribution. Because September 30, 2023 is a Saturday and not a business day, the shares are expected to be credited to “street name” stockholders through DTC on the first trading day thereafter, Monday, October 2, 2023.

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What do stockholders need to do to participate in the distribution?	Stockholders of Danaher as of the record date for the distribution will not be required to take any action to receive Veralto common stock in the distribution, but you are urged to read this entire information statement carefully. No stockholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of Danaher common stock or take any other action to receive your shares of Veralto common stock. Please do not send in your Danaher stock certificates. The distribution will not affect the number of outstanding Danaher shares or any rights of Danaher stockholders, although it will affect the market value of each outstanding share of Danaher common stock.
How will shares of Veralto common stock be issued?	You will receive shares of Veralto common stock through the same or substantially similar channels that you currently use to hold or trade shares of Danaher common stock, whether through a brokerage account, 401(k) plan or other channel. Receipt of shares of Veralto common stock will be documented for you in substantially the same manner that you typically receive stockholder updates, such as monthly broker statements and 401(k) statements.
	If you own shares of Danaher common stock as of the close of business on the record date for the distribution, including shares owned in certificate form, Danaher, with the assistance of Computershare Trust Company, N.A. (“Computershare”), the settlement and distribution agent, will electronically distribute shares of Veralto common stock to you or to your brokerage firm on your behalf in book-entry form. Computershare will mail you a book-entry account statement that reflects your shares of Veralto common stock, or your bank or brokerage firm will credit your account for the shares.
How many shares of Veralto common stock will I receive in the distribution?	Danaher will distribute to you one share of Veralto common stock for every three shares of Danaher common stock held by you as of the record date for the distribution. Based on approximately 738,185,234 shares of Danaher common stock outstanding as of June 30, 2023, assuming a distribution of all of the shares of Veralto common stock and applying the distribution ratio (without accounting for cash to be distributed in lieu of fractional shares), Veralto expects that a total of approximately 246,061,744 shares of Veralto common stock will be distributed to Danaher’s stockholders. For additional information on the distribution, please refer to “The Separation and Distribution.”
Will Veralto issue fractional shares of its common stock in the distribution?	No. Veralto will not issue fractional shares of its common stock in the distribution. Fractional shares that Danaher stockholders would otherwise have been entitled to receive will be aggregated into whole shares and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise be entitled to receive) to those stockholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient stockholders for U.S. federal income tax purposes as described in “U.S. Federal Income Tax Considerations.”

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What are the conditions to the distribution?

The distribution is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by Danaher in its sole discretion) of the following conditions:

•the transfer of assets and liabilities to Veralto in accordance with the separation and distribution agreement by and between Danaher and Veralto (the “separation agreement”) will have been completed, other than any assets and liabilities intended to transfer after the distribution; •Danaher will have received (i) a private letter ruling from the IRS with respect to certain aspects of the anticipated non-taxable nature of the transactions (the “Ruling”) and (ii) an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Danaher, regarding the qualification of the distribution and certain related transactions as a reorganization within the meaning of Sections 355(a) and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”); •the making of a cash distribution of approximately $2.7 billion (the “Cash Distribution”) from Veralto to Danaher as partial consideration for the contribution of assets to Veralto by Danaher in connection with the separation; •the U.S. Securities and Exchange Commission (the “SEC”) will have declared effective the registration statement on Form 10 of which this information statement forms a part, no stop order relating to the registration statement will be in effect, no proceedings seeking such stop order will be pending before or threatened by the SEC, and this information statement will have been distributed to Danaher stockholders; •all registrations, consents and filings required under applicable U.S. federal, U.S. state or other securities laws will have been received or made; •no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions will be in effect; •the Danaher board of directors will have declared the distribution and approved all related transactions (and such declaration or approval will not have been withdrawn); •the agreements relating to the separation will have been duly executed and delivered by the parties to those agreements; •the shares of Veralto common stock to be distributed will have been accepted for listing on the NYSE, subject to official notice of distribution; •the financing described under “Description of Certain Indebtedness” will have been completed; and •no other event or development will have occurred or exist that, in the judgment of Danaher’s board of directors, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions.

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	Danaher and Veralto cannot assure you that any or all of these conditions will be met, or that the distribution will be consummated even if all of these conditions are met. Danaher can decline at any time to go forward with the distribution. In addition, each of these conditions may be waived by Danaher (to the extent permitted by applicable law). The fourth, fifth, sixth and seventh conditions listed above may not be waived pursuant to applicable law. If the distribution is completed and the Danaher board of directors waived any such condition, such waiver could have a material adverse effect on Veralto’s business and financial statements, the trading price of Veralto’s common stock, or the ability of Veralto stockholders to sell their shares after the distribution, including, without limitation, as a result of illiquid trading due to the failure of Veralto common stock to be accepted for listing. If Danaher elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Danaher has informed us that it would issue a press release publicly announcing any such decision. For a complete discussion of all of the conditions to the distribution, see “The Separation and Distribution—Conditions to the Distribution.”
What is the expected date of completion of the separation and distribution?	The completion and timing of the separation and distribution are dependent upon a number of conditions. It is expected that the shares of Veralto common stock will be distributed by Danaher at 12:01 a.m., Eastern time, on September 30, 2023 to the holders of record of shares of Danaher common stock at the close of business on September 13, 2023, the record date for the distribution. However, no assurance can be provided as to the timing of the separation or that all conditions to the distribution will be met. Because September 30, 2023 is a Saturday and not a business day, the shares are expected to be credited to “street name” stockholders through DTC on the first trading day thereafter, Monday, October 2, 2023.
Can Danaher decide to cancel the distribution of Veralto common stock even if all the conditions have been met?	Yes. The distribution is subject to the satisfaction or waiver (to the extent permitted by applicable law) of certain conditions. See “The Separation and Distribution—Conditions to the Distribution.” Until the distribution has occurred, Danaher has the right to terminate or modify the distribution, even if all of the conditions are satisfied.
What if I want to sell my Danaher common stock or my Veralto common stock?	You should consult with your financial advisors, such as your stockbroker, bank or tax advisor.
What is “regular-way” and “ex-distribution” trading of Danaher stock?	Beginning on the third trading day prior to the distribution date and continuing up to and through the distribution date, it is expected that there will be two markets in Danaher common stock: a “regular-way” market and an “ex-distribution” market. Shares of Danaher common stock that trade in the “regular-way” market will trade with an entitlement to shares of Veralto common stock distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to shares of Veralto common stock distributed pursuant to the distribution.

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	If you decide to sell any shares of Danaher common stock before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your Danaher common stock with or without your entitlement to Veralto common stock pursuant to the distribution.
Where will I be able to trade shares of Veralto common stock?	Veralto intends to apply to list its common stock on the NYSE under the symbol “VLTO.” Veralto anticipates that trading in shares of its common stock will begin on a “when-issued” basis on the third trading day prior to the distribution date and will continue up to the distribution date and that “regular-way” trading in Veralto common stock will begin on the first trading day following the completion of the distribution. If trading begins on a “when-issued” basis, you may purchase or sell Veralto common stock up to the distribution date, but your transaction will not settle until after the distribution date. Veralto cannot predict the trading prices for its common stock before, on or after the distribution date.
What will happen to the listing of Danaher common stock?	Danaher common stock will continue to trade on the NYSE after the distribution under the symbol “DHR.”
Will the number of shares of Danaher common stock that I own change as a result of the distribution?	No. The number of shares of Danaher common stock that you own will not change as a result of the distribution.
Will the distribution affect the market price of my Danaher shares?	Yes. As a result of the distribution, Danaher expects the trading price of shares of Danaher common stock immediately following the distribution to be lower than the “regular-way” trading price of such shares immediately prior to the distribution because the trading price will no longer reflect the value of the Environmental & Applied Solutions businesses held by Veralto. There can be no assurance that the aggregate market value of the Danaher common stock and the Veralto common stock following the separation will be higher or lower than the market value of Danaher common stock if the separation did not occur. This means, for example, that the combined trading prices of one share of Danaher common stock and one-third of a share of Veralto common stock after the distribution (representing the number of shares of Veralto common stock to be received per every one share of Danaher common stock in the distribution) may be equal to, greater than or less than the trading price of one share of Danaher common stock before the distribution.
What are the U.S. federal income tax consequences of the separation and the distribution?	Assuming that the distribution, together with certain related transactions, qualifies as a transaction that is tax-free to Danaher and Danaher’s stockholders, for U.S. federal income tax purposes, under Sections 368(a)(1)(D) and 355 of the Code, Danaher stockholders will not recognize any gain or loss, for U.S. federal income tax purposes (except with respect to any cash received in lieu of fractional shares) or to include any amount in their income, upon the receipt of shares of Veralto’s common stock pursuant to the distribution.

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	See “U.S. Federal Income Tax Considerations” for further information regarding the potential U.S. federal income tax considerations to Danaher stockholders of the distribution, together with certain related transactions. You should consult your tax advisor as to the particular tax consequences of the separation and distribution to you.
How will I determine my tax basis in the shares I receive in the distribution?	Assuming that the distribution is tax-free to Danaher stockholders, except for cash received in lieu of fractional shares, for U.S. federal income tax purposes, your aggregate basis in the common shares that you hold in Danaher and the new Veralto common stock received in the distribution (including any fractional share interest in Veralto common stock for which cash is received) immediately following the distribution will equal the aggregate basis in the shares of Danaher common stock held by you immediately before the distribution, allocated between your Danaher common stock and the Veralto common stock (including any fractional share interest in Veralto common stock for which cash is received) you receive in the distribution in proportion to the relative fair market value of each on the distribution date.
	You should consult your tax advisor about the particular tax consequences of the separation and distribution to you, including the application of the tax basis allocation rules and the application of state, local and foreign tax laws.
What will Veralto’s relationship be with Danaher following the separation?	Veralto expects to enter into a separation and distribution agreement with Danaher to effect the separation and provide a framework for Veralto’s relationship with Danaher after the separation and to enter into certain other agreements, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a Danaher Business System (“DBS”) license agreement. These agreements will govern the separation between Veralto and Danaher of the assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) of Danaher and its subsidiaries attributable to periods prior to, at and after Veralto’s separation from Danaher and will govern certain relationships between Veralto and Danaher after the separation. For additional information regarding the separation agreement and other transaction agreements, see “Risk Factors—Risks Related to the Separation and our Relationship With Danaher” and “Certain Relationships and Related Person Transactions.”
Who will manage Veralto after the separation?	Veralto benefits from having in place a management team with an extensive background in the industries in which our Water Quality and Product Quality & Innovation businesses operate. Led by Jennifer L. Honeycutt, who will be Veralto’s President and Chief Executive Officer after the separation, Veralto’s management team possesses deep knowledge of, and extensive experience in, its industry. For more information regarding Veralto’s management, see “Management.”

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Are there risks associated with owning Veralto common stock?	Yes. Ownership of Veralto common stock is subject to both general and specific risks, including those relating to Veralto’s businesses, the industries in which it operates, its ongoing contractual relationships with Danaher after the separation and its status as a separate, publicly traded company. Ownership of Veralto common stock is also subject to risks relating to the separation. These risks are described in the “Risk Factors” section of this information statement beginning on page 17. You are encouraged to read that section carefully.
Does Veralto plan to pay dividends?	We have not yet determined the extent to which we will pay any dividends on our common stock. The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of the board of directors of Veralto (the “Board”). The Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our then existing debt agreements, industry practice, legal requirements and other factors that our Board deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends. Please refer to “Dividend Policy.”
What will govern my rights as a Veralto stockholder?	Your rights as a Veralto stockholder will be governed by Delaware law, as well as our amended and restated certificate of incorporation and our amended and restated bylaws. Except with respect to (i) the plurality voting standard for the election of directors, (ii) classified board, (iii) removal of directors, (iv) requirement of stockholder supermajority vote to amend certain provisions of the certificate of incorporation and the bylaws, (v) stockholder’s right to call special meetings, (vi) stockholder action by written consent, (vii) exculpation of officers (in addition to directors) from personal liability for breaches of the fiduciary duty of care other than claims brought by or in the name of Veralto, and (viii) exclusive forum with respect to Securities Act claims, at the time of the distribution, we expect that there will be no other material differences in stockholder rights between Danaher common stock and Veralto common stock. For additional details regarding the Veralto common stock and Veralto stockholder rights, please refer to “Description of Veralto’s Capital Stock.”
Will Veralto incur any indebtedness prior to or at the time of the distribution?	Yes. Veralto anticipates issuing unsecured notes in multiple tranches with terms and maturities to be determined, which is expected to yield proceeds of approximately $2.6 billion in connection with the separation, which proceeds (together with approximately $100 million of cash on hand) are expected to be paid to Danaher as partial consideration for the contribution of assets to Veralto by Danaher in connection with the separation. In addition, prior to the separation and distribution, Veralto will enter into a credit agreement with a syndicate of banks providing for a five-year $1.5 billion senior revolving credit facility. Veralto also anticipates implementing a commercial paper program (supported by the revolving credit facility) prior to the separation and distribution. Veralto does not anticipate borrowing under this facility or issuing commercial paper prior to the separation and distribution. For more information, please refer to the sections entitled “Description of Certain Indebtedness” and “Risk Factors—Risks Related to Veralto’s Business.”

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Who will be the distribution agent, transfer agent, registrar and information agent for the Veralto common stock?	The distribution agent, transfer agent and registrar for the Veralto common stock will be Computershare. For questions relating to the transfer or mechanics of the distribution, you should contact:
	Computershare Trust Company, N.A. P.O. Box 43006 Providence, RI 02940-3006 United States 800-568-3476
	If your shares are held by a bank, broker or other nominee, you may call the information agent for the distribution, Computershare, toll-free at 800-568-3476.
Where can I find more information about Danaher and Veralto?	Before the distribution, if you have any questions relating to Danaher’s business performance, you should contact: Danaher Corporation 2200 Pennsylvania Ave. N.W., Suite 800W Washington, D.C., 20037-1701 Attention: Investor Relations After the distribution, Veralto stockholders who have any questions relating to Veralto’s business performance should contact Veralto at: Veralto Corporation 225 Wyman St., Suite 250 Waltham, Massachusetts 02451 Attention: Investor Relations We maintain an Internet website at www.veralto.com. Our website, and the information contained therein, or connected thereto, is not incorporated by reference into this information statement or the registration statement of which this information statement forms a part.

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INFORMATION STATEMENT SUMMARY

This summary highlights information included elsewhere in this information statement and does not contain all of the information that may be important to you. You should read this entire information statement carefully, including the sections entitled “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “Unaudited Pro Forma Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Combined Financial Statements and the notes thereto (the “Combined Financial Statements”).

Our Company

Veralto’s unifying purpose is Safeguarding the World’s Most Vital Resources. Our diverse group of leading operating companies provide essential technology solutions that monitor, enhance and protect key 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. Upon the separation, Veralto will be headquartered in Waltham, Massachusetts with a workforce of approximately 16,000 associates strategically located in more than 45 countries.

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. Through WQ, we improve the quality and reliability of water through leading brands including Hach, Trojan Technologies and ChemTreat. Through PQI, we promote consumer trust in products and help enable product innovation through 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 59% of total sales during the year ended December 31, 2022. 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.

We also believe that Veralto’s history with the Danaher Business System (“DBS”) provides the Company with a strong foundation for competitive differentiation. DBS is a business management system that consists of a philosophy, processes and tools that guide what Danaher does and measure how well Danaher executes, grounded in a culture of continuous improvement. The DBS processes and tools are organized around the areas of Lean, Growth and Leadership, and are rooted in foundational tools known as the DBS Fundamentals, which are relevant to every associate and business function. The DBS Fundamentals are focused on core competencies such as using visual representations of processes to identify inefficiencies, defining and solving problems in a structured way, and continuously improving processes to drive consistent execution.

Members of the team that will serve as Veralto management have served as Danaher leaders and have been integral to the evolution of DBS. For example, Veralto’s President and Chief Executive Officer has practiced and championed DBS in multiple operating companies across multiple geographies and industries since 1999 and has contributed meaningfully to the evolution of DBS over that period. Veralto’s Senior Vice President, Water Quality previously led the Danaher Business System Office, which bears central responsibility for stewardship of the DBS processes and tools and development of DBS practitioners who support the operating companies and train business leaders in the application of DBS. Many of the other Danaher associates who will become Veralto senior leaders have years of experience practicing DBS and deploying it in their particular businesses and functions.

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Danaher will license to Veralto the DBS tools and processes as they exist at the separation. Following the separation, Veralto will use and evolve those tools and processes as the Veralto Enterprise System (“VES”). We expect to use 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 approximately 80 businesses over more than two decades.

Our two segments are described below:

Our Water Quality segment provides one of the most comprehensive portfolios of water analytics and differentiated water treatment solutions that enable the reliable delivery of safe drinking water by public and private utilities - from source water to the consumer and back into the water cycle. In addition, we help improve the efficiency of processes and production operations of our customers and ensure that their wastewater discharge meets regulatory standards and corporate targets. Under our Hach, ChemTreat, Trojan Technologies and other globally recognized WQ brands, we provide proprietary precision instrumentation and advanced water treatment technologies that our customers rely on to measure, analyze and treat the world’s water in residential, commercial, municipal, industrial, research and natural resource applications. In addition to instrumentation, our suite of water solutions includes elements used on a recurring basis such as chemical reagents, services and digital solutions. Together, these offerings help promote the quality and reliability of water and optimize our customers’ operations, decision making and regulatory compliance activities.

WQ focuses on what management believes are the most attractive sub-segments of the water value chain helping our customers address some of their most pressing and complex challenges, such as water scarcity, water safety, severe weather events and management of precious natural resources. Our businesses have been at the forefront of delivering breakthrough innovations to our customers. For example, Hach has been a leading player in the field of turbidity testing for over 60 years, pioneering the first regulated method used and introducing multiple new generations of instruments and related products. Today, we have one of the most complete portfolios of solutions allowing our customers to test the broadest range of analytical parameters and the ability to harness their data across installed assets. Increasingly, our customers leverage our digital solutions to support regulatory compliance, automate workflows and allow for remote operations and predictive capabilities to address new challenges posed by changing regulations and an aging and less experienced workforce.

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Our key WQ brands provide solutions that our customers rely upon to manage critical operations involving water.

•Hach, the best known of our global brands in the WQ segment, recognized for simple and reliable tests, offers analytical measurement instruments, digital solutions and related consumables that test water quality; it serves over 125,000 customers, including small community water utilities, large public and private water utilities and industrial customers and helps to ensure safe water for more than 3.4 billion people every day - approximately 40% of the global population.

•ChemTreat associates work alongside industrial customers to understand their water challenges and tailor chemical treatment plans and dosing protocols to help optimize customers’ water usage and maximize reuse; our solutions helped customers save over 80 billion gallons of water in 2022.

•Trojan Technologies offers UV and membrane filtration systems for water disinfection and contaminant removal; our systems treat and support the recycling of 12 trillion gallons of water annually and in turn help to improve access to clean water for more than 250 million people every day.

Our Product Quality & Innovation segment provides a broad set of solutions for brand owners and consumer packaged goods companies that enable speed to market as well as traceability and quality control of their products. Our solutions play a central role in helping our customers ensure the quality and safety of their products and build trust with consumers. Under our Videojet, Esko, Linx, X-Rite, Pantone and other globally recognized PQI brands, we provide marking and coding, and packaging and color instrumentation and related consumables. Our customers across consumer, pharmaceutical and industrial sectors utilize our offerings to bring products to market, mark packaging in compliance with industry and regulatory standards and convey the safety of products to customers. Our solutions also enable the effective execution of product recalls, thereby helping to mitigate public health risks. Our software solutions are designed to address higher-value, design-oriented portions of the packaging management value chain, such as digital asset management (“DAM”), marketing resource management (“MRM”) and product information management (“PIM”), that help our customers maximize efficiency of operations while generating an attractive source of recurring sales for us. We estimate that a majority of the top 25 global consumer packaged goods (“CPG”) brands (based on 2022 revenues) and a majority of the top 20 pharmaceutical brands (based on 2022 revenues) use PQI’s solutions, enabling confidence and trust in the brands and products consumers use daily.

Our PQI brands provide brand owners and consumer packaged goods companies with essential solutions that improve their ability to develop, maintain and ensure authenticity of their brands.

•Videojet, our largest operating company within PQI, and Linx offer technologies that mark and code packaged goods and related consumables. Videojet is a leading provider of inline printing solutions for products and packaging with marking and coding systems used by many of the top global consumer brands. Our solutions help ensure transparency, safety, authenticity, tracking and traceability of an estimated more than 10 billion codes printed around the world daily.

•Esko facilitates the creation of new packaging designs through design software and imaging systems. Esko’s offerings are used by over 25,000 established and emerging brands and their suppliers in over 140 countries.

•X-Rite serves over 13,000 brands across 140 countries by providing color management solutions that measure the quality and consistency of color and appearance on printed packages and consumer and industrial products.

•Pantone is the preeminent color standard in the design industry leveraged by more than 10 million designers, marketers and others in the creative community, not only to ensure color standardization but also to understand the impact of color on consumers.

In 2022, Veralto generated $4.9 billion in sales derived from a business mix that is highly diversified by geography and end-market. Our business model is highly resilient with approximately 59% of our sales derived from consumables (e.g., reagents, inks and process chemicals), spare parts, services (e.g., maintenance and inspection),

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and software (including Software-as-a-Service, or “SaaS”, and term-based licenses). We serve a broad range of customers spanning the municipal, industrial, food & beverage (“F&B”) and CPG end markets, many of which are highly regulated. We generated 46% of our 2022 sales from North America, 22% from Western Europe, 3% from other developed markets and 29% from high-growth markets. We define other developed markets as Japan, Australia and New Zealand. We define high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure, which encompass all markets outside of the developed markets and consist of Eastern Europe, the Middle East, Africa, Latin America and Asia Pacific (with the exception of Japan, Australia and New Zealand). Our strategic investments in these markets have scaled our presence in high-growth markets to approximately 5,000 associates with 10 local manufacturing facilities.

Sales Diversification for the Year Ended December 31, 2022

Our History

Veralto was established over the past 25 years through strategic acquisitions in attractive and highly regulated markets. These strategic acquisitions, combined with the application of DBS and investment in innovation and commercial resources, have resulted in compounded sales and earnings growth. In turn, Veralto has grown from approximately $770 million in sales in 2002 to $4.9 billion in sales in 2022 with an operating profit margin of 23%.

Danaher’s acquisition of Hach Company in 1999 solidified our foundation in the attractive water analytics sub-segment of the water industry. We successfully applied DBS to expand our commercial opportunity and bring innovative new products to market, while also optimizing costs to enhance our margin profile. As part of an effort to expand the strategic scope of WQ beyond water measurement, we added water treatment capabilities by acquiring Trojan Technologies in 2004 and ChemTreat in 2007. In addition to approximately 50 acquisitions, we have continued to expand the scope of our leading brands technically and geographically through organic investments in commercial resources and new product innovations, transforming our WQ segment from approximately $485 million in sales in 2002 to $2.9 billion in sales in 2022 with an operating profit margin of 23%.

We entered the product quality and innovation industry through the acquisition of Videojet in 2002. Under Danaher’s ownership, Videojet applied DBS to enhance its profit margins and sales growth through operational improvements, strengthened commercial execution and speed of innovation. Since then, we have expanded the business through acquisitions, most notably EskoArtwork in 2011 and X-Rite in 2012. In total, we have acquired and integrated approximately 30 businesses over the past 20 years, transforming our PQI segment from

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approximately $285 million in sales in 2002 to approximately $2.0 billion in sales in 2022 with an operating profit margin of 25%.

The history of WQ and PQI charts the evolution of DBS, a cornerstone of our culture and source of our competitive advantage. DBS, and now VES, is a set of tools at the core of our operating model centered around improving commercial execution, product innovation, operations and talent acquisition and management. As long-time practitioners of VES (and its predecessor, DBS), the Veralto team will continue to use these tools to better understand and address the technical problems of the markets we serve and our customers’ evolving needs.

We have made strategic acquisitions in both WQ and PQI to add digital and software capabilities to address our customers’ evolving digitization requirements and offer more comprehensive workflow solutions. Within WQ, a combination of acquisitions of software capabilities together with Hach’s organic development of its Claros software platform, accelerated our ability to streamline workflows across our customers’ enterprises, improving data management, remote operations, asset utilization and maintenance and regulatory compliance reporting. Within PQI, a major milestone was the acquisition of EskoArtwork. Subsequent additional investments have enhanced Esko’s scope to encompass modern cloud-based SaaS offerings, tools which automate and connect the packaging development and production workflows, and systems which accelerate the go-to-market processes for brand owners and consumer packaged goods companies. These enhanced and expanded digital capabilities enable us to better serve and support our customers through solutions that are integrated throughout the customers’ value chain – design to consumer – and by allowing them to leverage data in real time to help maximize up-time and optimize production.

Industry Overview

Water Quality Industry Overview

The global water quality industry is large and growing given the criticality of water management and conservation and the increasingly stringent regulation around water safety. Product and service solutions offered in this industry help customers accurately measure and treat water across a range of parameters, drive water management efficiencies, ensure compliance with regulatory requirements and meet their environmental and sustainability goals.

Management estimates that the global water industry generated over $800 billion in sales during 2022, which includes all aspects of the water value chain. However, Veralto has strategically selected what management believes are some of the most attractive segments of this industry to participate in based on opportunities for growth and our ability to help our customers manage their greatest challenges, such as water scarcity, water safety, severe weather events and management of precious natural resources. Currently, the segments of the water quality industry we participate in include measurement (including environmental testing) and water and wastewater treatment. Geographically, North America and Europe are the most mature regions and we believe high-growth markets present an attractive opportunity given the relative scarcity of drinking water, the rising need for the treatment of sewage and drainage water and increasing regulatory compliance requirements.

We believe continued growth in the global water quality industry will be driven by a variety of factors that we are well positioned to benefit from, including:

•Increasing global demand for safe and affordable water

•Increasing government funding to support water and wastewater infrastructure

•Increasing threats to water access from growing scarcity and frequency of severe weather events

•The need to upgrade and optimize wastewater treatment facilities to cope with rising costs, energy demands and increasing capacity challenges

•Increasing regulatory standards and reporting requirements for drinking water supply and wastewater discharge

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•Growing need to detect and destroy emerging water contaminants that are increasingly impacting public health

•Heightened focus on achieving environmental targets and the sustainable use of resources by the public and private sectors

•Increasing adoption of digitization and demand for automation-based platforms and predictive capabilities by the industry driven by an aging and less experienced workforce and increased compliance requirements

•Growing demand for environmental resource conservation and renewable energy

Product Quality & Innovation Industry Overview

The product quality and innovation industry spans the full design, color, packaging, and marking and coding value chain. Product and service solutions offered in this industry seek to help customers streamline workflows, reduce time to market of new products, and ensure traceability of products throughout the supply chain — from manufacturer to distributor to retailer. The industry is broad and rapidly changing with the adoption of new technologies that digitize customers’ design and operational workflows and help optimize the supply chain.

The segments of the product quality and innovation industry we currently participate in include marking and coding (e.g., lot, date, and bar codes applied at filling plants and stored for supply chain tracking) and packaging and color (e.g., front-end packaging strategy, design, artwork preparation and packaging printing). PQI focuses on the broader horizontal workflow addressing needs across the entire product quality and innovation industry.

We believe continued growth in the global product quality and innovation industry will be driven by a variety of factors that we are well positioned to benefit from, including:

•Increasing regulation and consumer pressure on brands to help ensure product safety and transparency

•Growing regulatory pressure and customer priorities to minimize the environmental impact of packaging

•Labor shortages and the need for greater speed to market driving adoption of digitization, automation, and connected devices

•Changes in brand strategies and the proliferation of smaller brands, leading to faster packaging cycles and more frequent press runs

•Growing need to centralize and control product code management to improve efficiency and product security

Our Competitive Strengths

We believe Veralto has significant competitive strengths driven by our company culture with VES tools at its core and our leadership position across key market segments and geographies. Some of our key competitive strengths are:

•Strategically Positioned with Leading Brands and Technologies in the Most Attractive Parts of our Industries. Many of our operating companies have been leaders in their respective markets for decades and have built strong brand recognition and competitive positions. Our historic focus on product innovation has resulted in differentiated solutions that solve critical customer needs. Moreover, we expect our leading brands and competitive positions will drive future consumable and aftermarket opportunities.

•Global Presence and Reach. We operate globally, with diverse sales channels, manufacturing operations and product development capabilities that help us competitively address local requirements. We have experienced management teams located in key geographies around the world, providing a strong local presence and a deep understanding of our customers’ workflows, needs and challenges. This customer intimacy is reflected in the fact that 75% of Veralto’s sales in 2022 were direct sales to customers.

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•Uniquely Positioned to Address Customers’ Regulatory and Sustainability Priorities. We have a long history of helping customers navigate regulatory changes, address sustainability priorities and ensure the safety of consumer products. For instance, our WQ chemical treatment solutions help customers save water and reduce energy consumption and PQI’s package design and pallet optimization software helps customers reduce energy and packaging material consumption and waste. More broadly, several of our businesses help customers understand the impact of climate change and support the advancement of renewable energies, such as solar and wind.

•Superior Execution and Customer Impact Through the Application of VES. Our operating businesses have leveraged DBS to continuously improve operational and financial results across the business for over 20 years. DBS, which will be known as VES under Veralto, supports commercial execution, product innovation, operations and talent acquisition and management. Our use of VES to continuously refine our processes also contributes to our effectiveness in supporting our customers as they seek to optimize their own operations and achieve their ESG objectives. We believe that our ability to use VES to improve across these dimensions will increase customer satisfaction and help us maintain and grow our competitive advantage.

•Leading Track Record of Innovation and Customer-Centric Solutions. Management believes our decades of experience and our customer-centric approach has allowed us to develop high levels of technical know-how, process expertise, and customer intimacy. We leveraged these abilities to innovate solutions to address challenges faced by our customers. For example, in our Hach business, automatic samplers and digitally enabled instrumentation combined with Hach’s Claros SaaS offerings help municipal and industrial water operators optimize their processes, remotely operate, monitor and maintain equipment, comply with regulations, and analyze data to facilitate predictive operations. In our Esko business, our workflow software helps to simplify packaging design for users, reduce the design process timeline and associated labor costs and maximize yield from production runs.

•Durable Business Model with High Recurring Sales. Our businesses typically sell low-cost, high value-add systems that generate attractive aftermarket revenue through the sale of consumables (e.g., chemicals, reagents), spare parts, software and services used in the ongoing operation of our installed systems. Many of our products were launched to help customers comply with new regulations, resulting in sustainable positions in complex workflows with multiple stakeholders. Our business model drives recurring sales which represented approximately 59% of total sales for the year ended December 31, 2022, reducing volatility and cyclicality across our business portfolio. Our businesses are primarily exposed to customers’ operating expense budgets rather than capital expenditure budgets and given the operationally essential nature of our solutions in customers’ workflows, our businesses have a track record of resilient performance across economic cycles.

•Attractive Margins and Cash Flow Profile. We believe our products provide high value, differentiated solutions for customers’ critical workflows, which has helped us achieve attractive operating profit margins. Additionally, VES helps us drive efficiency in our cost structure promoting strong profitability and cash flows from operations. These factors, along with our modest capital expenditure requirements, help us deliver a high free cash flow to net income conversion ratio.

•Experienced Management Team with Extensive Danaher and Sector Experience. Our management team includes long-tenured leaders from Danaher with a proven track record of applying DBS, and now VES, to execute our strategic and operational goals. Our executive officer team has extensive water and product quality and innovation industry experience. Under their leadership, we believe we have positioned our business for organic and inorganic growth and diversified our sales globally.

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Our Business Strategy

Our strategy is to maximize stockholder value and advance public health and safety through several key initiatives:

•Sustainable Competitive Advantage Through Innovation and Customer Applications Expertise. We believe our businesses are leaders in attractive segments of the markets they serve, which are generally characterized by significant growth and relative profitability. Our focus on customers’ needs and our associates’ application expertise has guided our innovation, and in turn has helped us maintain and grow our industry position, particularly in areas of public health and safety, resource management, and environmental sustainability. In many end markets, we believe we are a leader in the evolution of technology – for example, the development of enabled and connected instruments, and software-driven products and business models. As our customers face increasingly complex challenges that extend beyond their operations into their enterprises and communities, we seek opportunities to address those challenges with innovative solutions that integrate into existing workflows.

•Drive Operational Excellence Through the Application of VES. VES has helped us deliver what we believe is above market core sales growth and operating profit margins. We will continue to evolve VES to drive continuous improvement in our processes around commercial execution, product innovation, operational improvements, and talent acquisition and management. We believe this focus on operational excellence and understanding customer needs has underpinned our long-term track record of growth and long-term, recurring customer relationships.

•Redeploy Our Free Cash Flow to Grow and Improve Our Businesses. We intend to re-invest the substantial free cash flow we expect from our operations, after taking into account any debt servicing payments and potential dividends, towards actions we believe drive long-term shareholder value creation - prioritizing accretive organic growth initiatives and acquisitions that strategically expand the offerings of our businesses and help us address new and emerging challenges impacting our customers while maintaining our flexibility to return capital to shareholders. We have identified several attractive areas for investment across our businesses, including R&D, facility improvement and expansion, and organic market expansion. We believe that our management team has considerable skill and experience deploying capital to drive growth, improve our leadership positioning and maximize stockholder value.

•Growth Through Acquisitions. As demonstrated through approximately 80 acquisitions completed as part of Danaher, we have developed an effective acquisition playbook to complement our core organic growth strategy. We plan to build upon our track record of success in acquiring and effectively integrating acquisitions with solutions that expand our capabilities to help customers and communities advance public health and safety. In addition to target identification, target cultivation and transaction execution, our M&A playbook supports the efficient on-boarding of acquisitions. Longer term, we expect the application of VES at acquired businesses to facilitate improved sales growth, profitability and cash flows. Our plan to continue to build upon our track record of success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy. We believe that our free cash flow from operations and leverage profile will enable us to grow through acquisitions after giving effect to any dividend payments and debt servicing obligations.

•Leverage and Expand Our Global Business Presence. Approximately 54% of our sales are generated outside North America, and we have significant operations around the world in key geographic markets. We expect this reach to facilitate our entry into new markets as we leverage existing sales channels, our familiarity with local customer needs and regulations, and the experience of our locally based management teams. We expect to continue prioritizing the development of localized solutions for high-growth markets with local manufacturing and product development capabilities.

•Attract and Retain Talent. We believe that our team of talented associates, united by a customer-centric approach, commitment to advance public health and safety and common culture of employing VES in pursuit of continuous improvement, allows us to maintain a significant competitive advantage. We seek to

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continue to attract, develop and retain world-class leaders and associates globally and to drive their engagement with our customers and broader workforce. We intend to closely align individual incentives to the objectives of the Company and its stockholders.

The Separation and Distribution

On September 14, 2022, Danaher announced its intention to separate its Environmental & Applied Solutions businesses from the remainder of its businesses.

It is expected that the Danaher board of directors will approve the distribution of all of Veralto’s issued and outstanding shares of common stock on the basis of one share of Veralto common stock for every three shares of Danaher common stock held as of the close of business on September 13, 2023, the record date for the distribution. Danaher has received a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that, among other things, the distribution and certain related transactions will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, or the Code (the “Ruling”).

Veralto’s Post-Separation Relationship with Danaher

Veralto is a wholly owned subsidiary of Danaher, and all of Veralto’s outstanding shares of common stock are owned by Danaher. Following the separation and distribution, Veralto and Danaher will operate separately, each as a public company.

Prior to the completion of the distribution, Veralto will enter into a separation and distribution agreement with Danaher, which is referred to in this information statement as the “separation agreement.” Veralto will also enter into various other agreements to effect the separation and provide a framework for its relationship with Danaher after the separation, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a DBS license agreement. These agreements will provide for the allocation between Veralto and Danaher of Danaher’s assets, employees, services, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Veralto’s separation from Danaher and will govern certain relationships between Veralto and Danaher after the separation. In exchange for the transfer of the assets and liabilities of Danaher’s Environmental & Applied Solutions businesses to Veralto, Veralto will deliver to Danaher shares of Veralto common stock and a Cash Distribution in the amount of approximately $2.7 billion. For additional information regarding the separation agreement and such other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation and Veralto’s Relationship With Danaher,” “Certain Relationships and Related Person Transactions” and “The Separation and Distribution.”

Reasons for the Separation

The Danaher board of directors believes that separating Danaher’s Environmental & Applied Solutions businesses from the remainder of Danaher’s businesses is in the best interests of Danaher and its stockholders. The Danaher board of directors considered the following potential benefits of the separation:

•Enhanced strategic and management focus. The separation will allow each of Danaher and Veralto to more effectively pursue its distinct operating priorities and strategies and enable its respective management to focus exclusively on its unique opportunities for long-term growth and profitability;

•More efficient allocation of capital. The separation will permit Veralto to concentrate its financial resources solely on its own operations without having to compete with other Danaher businesses for investment capital. This will provide greater flexibility to invest capital in Veralto’s businesses in a time and manner appropriate for its distinct strategy and business needs;

•Distinct investment identity. The separation will allow investors to separately value each of Danaher and Veralto based on its distinct investment identity. Veralto’s businesses differ from Danaher’s other businesses in several respects, such as the market for products and services, manufacturing processes and

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R&D capabilities. The separation will enable investors to evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their distinct characteristics;

•Direct access to capital markets. The separation will create a separate equity structure that will afford Veralto direct access to the capital markets and facilitate Veralto’s ability to capitalize on its unique growth opportunities and effect future acquisitions utilizing its common stock; and

•Alignment of incentives with performance objectives. The separation, and Veralto’s status as a separate publicly traded company, will further enhance Veralto’s ability to attract talent. The separation will permit the Company to offer stock-based incentive compensation to its employees and executives that is more closely aligned with the performance of Veralto’s businesses.

Neither Veralto nor Danaher can assure you that, following the separation, any of the benefits described above or otherwise will be realized to the extent anticipated or at all.

The Danaher board of directors also considered the following potentially negative factors in evaluating the separation:

•Loss of joint purchasing power and increased costs. As a current part of Danaher, the Environmental & Applied Solutions businesses benefit from Danaher’s size and purchasing power in procuring certain goods, services and technologies. After the separation, as a separate entity, Veralto may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Danaher obtained prior to the separation. Veralto may also incur costs for certain functions previously performed by Danaher, such as accounting, tax, legal, human resources and other general administrative functions, that are higher than the amounts reflected in Veralto’s historical financial statements, which could cause Veralto’s profitability to decrease.

•Disruptions to the business as a result of the separation. The actions required to separate Veralto’s and Danaher’s respective businesses could disrupt Veralto’s and Danaher’s operations after the separation.

•Increased significance of certain costs and liabilities. Certain costs and liabilities that were otherwise less significant to Danaher as a whole will be more significant for Veralto and Danaher, after the separation, as stand-alone companies.

•One-time costs of the separation. Veralto (and, prior to the separation, Danaher) will incur costs in connection with the transition to being a stand-alone public company that may include accounting, tax (including transaction taxes, which will be borne solely by Danaher), legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning Veralto personnel, costs related to establishing a new brand identity in the marketplace and costs to separate information systems.

•Inability to realize anticipated benefits of the separation. Veralto may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others: (i) the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Veralto’s businesses; (ii) following the separation, Veralto may be more susceptible to market fluctuations and other adverse events than if it were still a part of Danaher; and (iii) following the separation, Veralto’s businesses will be less diversified than Danaher’s businesses prior to the separation.

•Limitations placed upon Veralto as a result of the tax matters agreement. To preserve the tax-free treatment for U.S. federal income tax purposes to Danaher of the distribution and certain related transactions, under the tax matters agreement that Veralto will enter into with Danaher, Veralto will be restricted from taking any action that adversely affects the distribution, together with certain related transactions, from being tax-free for U.S. federal income tax purposes. These restrictions may limit Veralto’s ability to pursue certain strategic transactions or engage in other transactions that might increase the value of its businesses.

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While all of the bullets above are considered to be potentially negative factors to Veralto, only the second, third and fourth bullets above are considered to be potentially negative factors to Danaher.

The Danaher board of directors also considered the indebtedness that Veralto would incur in connection with the separation and concluded that although a portion of Veralto’s free cash flow would need to be used to service such indebtedness following the separation, such indebtedness incurred by Veralto would generate proceeds to enable Danaher to reduce its own indebtedness and is not expected to impair Veralto’s ability to implement its strategy and realize the benefits of the separation, As such, the Danaher board did not consider the indebtedness being incurred by Veralto as either a positive or negative factor in approving the separation.

The Danaher board of directors concluded that the potential benefits of the separation to Danaher and its stockholders outweighed the negative factors.

Description of Indebtedness

Veralto intends to issue unsecured notes in multiple tranches with terms and maturities to be determined, which is expected to yield proceeds of approximately $2.6 billion in connection with the separation, which proceeds (together with approximately $100 million of cash on hand) will be paid to Danaher as partial consideration for the contribution of assets to Veralto by Danaher in connection with the separation. In addition, prior to the separation and distribution, Veralto will enter into a credit agreement with a syndicate of banks providing for a five-year $1.5 billion senior revolving credit facility. Veralto also anticipates implementing a commercial paper program (supported by the revolving credit facility) prior to the separation and distribution. Veralto does not anticipate borrowing under this facility or issuing commercial paper prior to the separation and distribution. For more information, see “Description of Certain Indebtedness,” “Risk Factors—Risks Related to Veralto’s Businesses” and “Unaudited Pro Forma Combined Financial Statements.”

Risks Associated With Our Businesses and the Separation and Distribution

An investment in Veralto’s common stock is subject to a number of risks, including risks relating to the separation and distribution, the successful implementation of Veralto’s strategy and the ability to grow Veralto’s business. The following list of risk factors is not exhaustive. Please read the information in “Risk Factors” for a more thorough description of these and other risks.

Risks Related to Veralto’s Businesses

•The COVID-19 pandemic has adversely impacted and could in the future continue to adversely impact certain elements of our business and our 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 in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.

•Our growth can suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.

•Significant disruptions in, or breaches in security of, our information technology systems or data or violation 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.

•Climate change, or legal or regulatory measures to address climate change, may negatively affect us.

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•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.

•Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, key distributors and other channel partners can adversely affect our business and financial statements.

•Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets.

•Our restructuring actions can have long-term adverse effects on our business and financial statements.

•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.

•Our businesses are subject to extensive regulation; 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.

Risks Related to the Separation and Veralto’s Relationship with Danaher

•Veralto has no history of operating as a separate, publicly traded company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

•As a separate, publicly traded company, Veralto may not enjoy the same benefits that it did as a part of Danaher.

•The Unaudited Pro Forma Combined Financial Statements included in this information statement are presented for informational purposes only and may not be an indication of Veralto’s financial condition or results of operations in the future.

•If there is a determination that the separation and/or the distribution, together with certain related transactions, is taxable for U.S. federal income tax purposes because the facts, assumptions, representations or undertakings underlying Danaher’s tax opinion, or the Ruling, are incorrect or for any other reason, then Danaher and its stockholders could incur significant U.S. federal income tax liabilities, and we could also incur significant liabilities.

•After the distribution, certain of Veralto’s executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Danaher. Also, certain of Danaher’s current directors (Linda Filler, Walter G. Lohr, Jr. and John T. Schwieters) as well as a current Danaher officer (William H. King) and a current Danaher employee who previously served as Danaher’s Chief Financial Officer (Daniel L. Comas) are expected to join Veralto’s Board, which may create conflicts of interest or the appearance of conflicts of interest.

•As of the date of this information statement, we expect to have outstanding indebtedness at the closing of the distribution of approximately $2.6 billion and the ability to incur an additional $1.5 billion of indebtedness under a revolving credit facility, and in the future we may incur additional indebtedness. This indebtedness could adversely affect our businesses and our ability to meet our obligations and pay dividends.

•Following the distribution, Veralto will be dependent on Danaher to provide it with certain transition services, which may not be sufficient to meet its needs, and it may have difficulty finding replacement

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services or be required to pay increased costs to replace these services after its transition services agreement with Danaher expires.

Risks Related to Shares of Veralto Common Stock

•Veralto cannot be certain that an active trading market for its common stock will develop or be sustained after the separation, and following the separation, the price of Veralto common stock may fluctuate significantly, which could cause the value of your investment to decline.

•If Veralto is unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of Veralto’s financial reports and the market price of Veralto common stock may be negatively affected.

•The obligations associated with being a public company will require significant resources and management attention.

•Your percentage ownership in Veralto may be diluted in the future.

Corporate Information

Veralto Corporation was incorporated in Delaware on October 26, 2022, for the purpose of holding Danaher’s Environmental & Applied Solutions businesses in connection with the separation and distribution. Prior to the separation, which is expected to occur immediately prior to completion of the distribution, Veralto has had no operations. The address of Veralto’s principal executive offices is 225 Wyman St., Suite 250, Waltham, Massachusetts 02451. Veralto’s telephone number is 630-860-7300.

Veralto maintains an Internet site at www.veralto.com. Veralto’s website, and the information contained therein, or connected thereto, is not incorporated by reference into this information statement or the registration statement of which this information statement forms a part.

Reason for Furnishing This Information Statement

This information statement is being furnished solely to provide information to stockholders of Danaher who will receive shares of Veralto common stock in the distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of Veralto’s securities. The information contained in this information statement is believed by Veralto to be accurate as of the date set forth on its cover. Changes may occur after that date and neither Danaher nor Veralto will update the information except as required by federal securities laws or in the normal course of their and our respective disclosure obligations and practices.

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SUMMARY HISTORICAL AND PRO FORMA COMBINED FINANCIAL DATA

The following unaudited summary financial data reflects the combined assets and results of operations of the Environmental & Applied Solutions segment of Danaher. The Company derived the summary historical and pro forma combined statement of earnings data for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, and combined balance sheet data as of December 31, 2022 and December 31, 2021, as set forth below, from its audited annual Combined Financial Statements, which are included in the “Index to Financial Statements” section of this information statement and from its unaudited combined pro forma financial statements included in the “Unaudited Pro Forma Combined Financial Statements” section of this information statement. The Company’s underlying financial records were derived from the financial records of Danaher for the periods reflected herein. We derived the summary historical and pro forma combined statement of earnings data for the six-month periods ended June 30, 2023 and July 1, 2022 and the combined balance sheet data as of June 30, 2023 from our unaudited Combined Condensed Financial Statements included elsewhere in this information statement. We have prepared the unaudited Combined Condensed Financial Statements on the same basis as the audited Combined Financial Statements and have included all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to state fairly the financial information set forth in those statements. As a result, the historical results may not necessarily reflect the Company’s business and financial statements for future periods or what they would have been had the Company been a separate, stand-alone company during the periods presented.

The summary unaudited pro forma combined financial data presented has been prepared to reflect the separation. The unaudited pro forma combined statement of earnings data presented reflects the financial results as if the separation occurred on January 1, 2022, which was the first day of fiscal 2022. The unaudited pro forma combined balance sheet data reflects the financial position as if the separation occurred on June 30, 2023. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information.

The Unaudited Pro Forma Combined Financial Statements are not necessarily indicative of the Company’s results of operations or financial condition had the distribution and its anticipated post-separation capital structure been completed on the dates assumed. Also, they may not reflect the results of operations or financial condition that would have resulted had the Company been operating as a separate, publicly traded company during such periods. In addition, they are not necessarily indicative of its future business and financial statements.

This summary historical and pro forma combined financial data should be reviewed in combination with “Unaudited Pro Forma Combined Financial Statements,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and the Combined and Combined Condensed Financial Statements and accompanying notes included in this information statement ($ in millions, except per share data).

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	Six-Month Period Ended						Year Ended December 31
	Pro Forma		Historical				Pro Forma		Historical
	June 30, 2023		June 30, 2023		July 1, 2022		2022		2022		2021		2020
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Selected Statement of Earnings Information:
Sales	$	2,482	$	2,478	$	2,403	$	4,879	$	4,870	$	4,700	$	4,348
Cost of sales	(1,046)		(1,046)		(1,048)		(2,110)		(2,110)		(1,987)		(1,838)
Gross profit	1,436		1,432		1,355		2,769		2,760		2,713		2,510
Operating costs:
Selling, general and administrative expenses	(756)		(738)		(710)		(1,474)		(1,431)		(1,428)		(1,340)
Research and development expenses	(113)		(113)		(112)		(217)		(217)		(244)		(219)
Operating profit	567		581		533		1,078		1,112		1,041		951
Nonoperating income (expense), net:
Other income (expense), net	(14)		(14)		—		1		1		6		(1)
Interest expense	(73)		—		—		(146)		—		—		—
Earnings before income taxes	480		567		533		933		1,113		1,047		950
Income taxes	(112)		(133)		(122)		(224)		(268)		(186)		(226)
Net earnings	$	368	$	434	$	411	$	709	$	845	$	861	$	724
Net earnings as a percent of sales	15%		18%		17%		15%		17%		18%		17%
Net earnings per share:
Basic	$	1.51	N/A		N/A		$	2.93	N/A		N/A		N/A
Diluted	$	1.49	N/A		N/A		$	2.89	N/A		N/A		N/A
Weighted average shares outstanding:
Basic	244.5		N/A		N/A		241.7		N/A		N/A		N/A
Diluted	246.7		N/A		N/A		245.7		N/A		N/A		N/A
Selected Statement of Cash Flows Information:
Net cash provided by (used in):
Operating activities			$	457	$	276			$	870	$	896	$	1,001
Investing activities			(19)		(34)				(89)		(97)		(157)
Capital expenditures			(21)		(20)				(34)		(54)		(36)
Financing activities			(438)		(242)				(781)		(799)		(844)

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	As of As of June 30, 2023				As of December 31,
	Pro Forma		Historical		Historical
	(unaudited)		(unaudited)		2022		2021
Selected Balance Sheet Information:
Current assets	$	1,493	$	1,243	$	1,280	$	1,205
Current liabilities	1,007		1,010		1,123		1,121
Property, plant and equipment, net	249		249		247		260
Total assets	5,092		4,787		4,825		4,840
Total liabilities	4,059		1,501		1,585		1,639
Long-term debt	2,580		—		—		—
Total equity	1,033		3,286		3,240		3,201

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RISK FACTORS

You should carefully consider the risks and uncertainties described below, together with the information included elsewhere in this information statement. We have identified the risks and uncertainties described below as material, but they are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns including pandemics, natural disasters or other disruptions of expected business conditions. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business and financial statements, including our results of operations, liquidity and financial condition, and our stock price.

Risks Related to Veralto’s Businesses

Business and Strategic Risks

The COVID-19 pandemic has adversely impacted and could in the future continue to adversely impact certain elements of our business and our financial statements.

Our global operations expose us to risks associated with public health crises, including epidemics and pandemics such as COVID-19. The global spread of COVID-19 led to unprecedented restrictions on, and disruptions in, business and personal activities, including as a result of preventive and precautionary measures that we, other businesses, our communities and governments undertook to mitigate the spread.

The direct impact of COVID-19 and the preventive measures implemented as a result thereof adversely affected certain elements of our Company (including to a different degree our operations, commercial organizations, supply chains and distribution systems). Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of how COVID-19 impacted our business and financial statements in 2022. While the direct impact of COVID-19 and many of the preventive measures moderated in 2022, any resurgence of COVID-19 (or the outbreak of any other epidemic or pandemic) or the reinstatement of similar preventive measures in the future could negatively impact the economies and financial markets of the world and our business and financial statements.

Conditions in the global economy, the particular markets we serve and the financial markets can adversely affect our business and financial statements.

Our business is sensitive to general economic conditions. Slower economic growth in the domestic and/or international markets, inflation, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, high levels of unemployment or underemployment, labor availability constraints, reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies, changes in capital requirements for financial institutions, government budget negotiation dynamics, sequestration, austerity measures and other challenges that affect economies of the world have in the past adversely affected, and may in the future adversely affect, the Company and its distributors, customers and suppliers, including having the effect of:

•reducing demand for our products and services (in this information statement, references to products and services also includes software), limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;

•increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories;

•increasing price competition in our served markets;

•supply interruptions, delays or cost increases, which can disrupt our ability to produce or deliver our products and/or increase our costs;

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•increasing the risk of impairment of goodwill and other long-lived assets, and the risk that we may not be able to fully recover the value of other assets such as real estate and tax assets;

•increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us; and adversely impacting market sizes and growth rates.

If growth in any key economy of the world or in any of the markets we serve slows for a significant period, if there is significant deterioration in any such economy or such markets or if economic improvements do not benefit the markets we serve, our business and financial statements can be adversely affected.

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 businesses operate in industries that are intensely competitive and have been subject to increasing consolidation. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors; please refer to “Business—Competition” for additional details. In order to compete effectively, we must retain longstanding relationships with major customers and continue to grow our business by establishing relationships with new customers, continually developing new products and services to maintain and expand our brand recognition and leadership position in various product and service categories and penetrating new markets, including high-growth markets.

Our ability to compete can also be impacted by changing customer preferences and requirements (for example increased demand for products incorporating digital capabilities or more environmentally-friendly products and supplier practices). Cost containment efforts by governments and the private sector are also resulting in increased emphasis on products that reduce costs and improve efficiency and effectiveness. In addition, significant shifts in industry market share have occurred and may in the future occur in connection with product problems, safety alerts and publications about products, reflecting the competitive significance of product quality, product efficacy and quality systems in our industry.

Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our business and financial statements, and our expansion into new markets may result in greater-than-expected risks, liabilities and expenses. In addition, the Company’s competitors and customers have from time to time introduced, and may in the future introduce, private label, generic or low-cost products that compete with the Company’s products at lower price points. New, disruptive technologies may emerge that displace the Company’s existing technologies. Competitors’ products can capture significant market share or lead to a decrease in market prices overall, resulting in an adverse effect on the Company’s business and financial statements.

Our growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.

We generally sell our products and services in industries that are characterized by rapid technological changes, frequent new product introductions and changing industry standards. If we do not develop innovative new and enhanced products and services on a timely basis, our offerings will become obsolete over time and our business and financial statements will suffer. Our success will depend on several factors, including our ability to:

•correctly identify customer needs and preferences and predict future needs and preferences;

•allocate our R&D funding to products and services with higher growth prospects;

•anticipate and respond to our competitors’ development of new products and services and technological innovations;

•differentiate our offerings from our competitors’ offerings and avoid commoditization;

•innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in our served markets;

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•obtain adequate intellectual property rights with respect to key technologies before our competitors do;

•successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time;

•obtain necessary regulatory approvals of appropriate scope; and

•stimulate customer demand for and convince customers to adopt new technologies.

If we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in R&D of products and services that do not lead to significant revenue, which would adversely affect our business and financial statements. Even when we successfully innovate and develop new and enhanced products and services, we often incur substantial costs in doing so, and our profitability may suffer. Competitors may also develop after-market services and parts for our products which may detract from our sales.

Non-U.S. economic, political, legal, compliance, social and business factors can negatively affect our business and financial statements.

In 2022, approximately 57% of our sales were derived from customers outside the U.S. In addition, many of our manufacturing operations, suppliers and employees are located outside the U.S. Since our growth strategy depends in part on our ability to further penetrate markets outside the U.S. and increase the localization of our products and services, we expect to continue to increase our sales and presence outside the U.S., particularly in the high-growth markets. Our non-U.S. business (and particularly our business in high-growth markets) is subject to risks that include:

•public health crises and epidemics, such as COVID-19;

•interruption in the transportation of materials to us and finished goods to our customers;

•differences in terms of sale, including longer payment terms than are typical in the U.S.;

•local product preferences or requirements;

•changes in a country’s or region’s political, legal, social, compliance, business or economic conditions, such as the devaluation of particular currencies;

•trade protection measures, tariffs, embargoes and import or export restrictions and requirements;

•unexpected changes in laws or regulatory requirements, including changes in tax laws;

•capital controls and limitations on ownership and on repatriation of earnings and cash;

•the potential for nationalization of enterprises;

•complex data privacy and cybersecurity requirements;

•limitations on legal rights and our ability to enforce such rights, including differing protection of intellectual property;

•difficulty in staffing and managing widespread operations;

•workforce instability and differing labor or employment regulations;

•difficulties in implementing restructuring actions on a timely or comprehensive basis;

•greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other regulatory approvals; and

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•remaining uncertainties relating to the impact of the exit of the United Kingdom (“UK”) from the European Union (“EU”) in 2020.

International business risks have in the past negatively affected, and may in the future negatively affect, our business and financial statements.

In 2022, we generated approximately 8% of our sales from China. Accordingly, political, economic, legal, compliance, social and business conditions in China generally can adversely influence our business and financial statements. Additionally, China’s government continues to play a significant role in regulating industry development by imposing sector-specific policies, and it maintains control over China’s economic growth through setting monetary policy and determining treatment of particular industries or companies. Further, considerable uncertainty exists regarding the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the U.S. and China. Uncertainty or adverse changes to conditions in China or the policies of China’s government or its laws and regulations can adversely affect the overall economic growth of China, or of the particular industries in which we participate, and can adversely affect our business and financial statements.

Our growth can suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.

Our growth depends in part on the growth of the markets which we serve, and visibility into our markets can be limited (particularly for markets into which we sell through distribution). Our quarterly sales and profits depend substantially on the volume and timing of orders received during the quarter, which are difficult to forecast. Any decline or lower than expected growth in our served markets can diminish demand for our products and services and adversely affect our business and financial statements. Certain of our businesses operate in industries that have experienced and may experience periodic, cyclical downturns. In addition, in certain of our businesses demand depends on customers’ capital spending budgets as well as government funding policies, and matters of public policy and government budget dynamics as well as product and economic cycles can affect the spending decisions of these entities. Demand for our products and services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional programs, new product introductions, the timing of industry trade shows and changes in distributor or customer inventory levels due to distributor or customer management thereof or other factors. Any of these factors could adversely affect our business and financial statements in any given period.

Risks Related to Acquisition, Divestiture and Investment

Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our business.

Our ability to grow revenues, earnings and cash flow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. We may not be able to consummate acquisitions at rates similar to the past, which could adversely impact our business. Promising acquisitions and investments are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. In addition, competition for acquisitions and investments has resulted, and may result in, higher purchase prices. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.

Our acquisition of businesses, investments, joint ventures and other strategic relationships can negatively impact our business and financial statements.

As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course, and we also, from time to time, complete more significant transactions; please refer to “Management’s Discussion and Analysis of Financial Condition and Results of

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Operations” for additional details. Acquisitions, investments, joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including, but not limited to, the following, any of which can adversely affect our business and our financial statements:

•businesses, technologies, services and products that we acquire or invest in have sometimes under-performed relative to our expectations and the price that we paid, failed to perform in accordance with our anticipated timetable or failed to achieve and/or sustain profitability;

•we may incur or assume significant debt in connection with our acquisitions, investments, joint ventures or strategic relationships, which can also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets;

•acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term;

•pre-closing and post-closing earnings charges can adversely impact our results in any given period, and the impact may be substantially different from period-to-period;

•acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address;

•we can experience difficulty in integrating cultures, personnel, operations and financial and other controls and systems and retaining key employees and customers, and former employees of our existing businesses or businesses we acquire sometimes compete with us;

•we are not always able to achieve cost savings or other synergies anticipated in connection with acquisitions, investments, joint ventures or strategic relationships;

•we have assumed and may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities; and the realization of any of these liabilities or deficiencies can increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations;

•in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial results;

•as a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the value of our investments declines, we are required to incur impairment charges;

•we may have interests that diverge from those of our joint venture partners or other strategic partners or the companies we invest in, and we are not always able to direct or influence the management and operations of the joint venture, other strategic relationship or investee in the manner we believe is most appropriate, exposing us to additional risk; and

•investing in or making loans to early-stage companies often entails a high degree of risk, including uncertainty regarding the company’s ability to successfully develop new technologies and services, bring these new technologies and services to market and gain market acceptance, maintain adequate capitalization and access to cash or other forms of liquidity, and retain critical management personnel; we do not always achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time.

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The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.

Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the acquired company before we acquired it. In most of these agreements, however, the liability of the former owners is limited and certain former owners may be unable to meet their indemnification responsibilities. In addition, we obtain or receive the benefits of representations and warranties insurance in connection with certain acquisitions. There can be no assurance that these indemnification provisions or insurance coverages will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our business and financial statements.

Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have disposed of could adversely affect our business and financial statements.

We continually assess the strategic fit of our existing businesses and may divest, spin-off, split-off or otherwise dispose of businesses for strategic, financial or other reasons. Such transactions pose risks and challenges that could negatively impact our business and financial statements. For example, divestitures or other dispositions can dilute the Company’s earnings per share, have other adverse financial, tax and accounting impacts and distract management, and disputes can arise with the new owners of the divested/disposed business. In addition, we have retained responsibility for and/or have agreed to indemnify buyers against some known and unknown contingent liabilities related to a number of businesses we or our predecessors have sold or disposed. The resolution of these contingencies has not had a material effect on our business or financial statements but there can be no assurance that this favorable pattern will continue.

Operational Risks

Significant disruptions in, or breaches in security of, our information technology systems or data or violation of data privacy laws can adversely affect our business and financial statements.

We rely on information technology systems, some of which are provided and/or managed by third-parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personal data relating to employees, customers and other business partners), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations). In addition, some of our remote monitoring products and services incorporate software and information technology that house personal data and some products or software we sell to customers connect to our systems for maintenance or other purposes. These systems, products and services (including those we acquire through business acquisitions) can be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance (including by employees), power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. Attacks can also target hardware, software and information installed, stored or transmitted in our products after such products have been purchased and incorporated into third-party products, facilities or infrastructure. Security breaches of systems provided or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, or security breaches of third-party suppliers we rely on to process, store or transmit electronic information, can result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers or suppliers. Like most multinational corporations, our information technology systems and data have been subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks and we expect the sophistication and frequency of such attacks to continue to increase. Unauthorized tampering, adulteration or interference with our products may also adversely affect product functionality and result in loss of data and product recalls or field actions. The attacks, breaches, misappropriations and other disruptions and damage described above can interrupt our operations or the operations of our customers and partners, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, result in disclosure of personal data, damage customer, business partner and employee relationships and our reputation and result in defective products or services, legal claims and proceedings, liability and penalties under privacy and other

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laws and increased costs for security and remediation, in each case resulting in an adverse effect on our business and financial statements. We cannot guarantee that any processes, procedures and internal controls we have implemented or will implement will prevent cyber intrusions. Our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches.

In addition, our information technology systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving legal and regulatory standards, evolving customer expectations, changes in the techniques used to obtain unauthorized access to data and information systems, and the information technology needs associated with our changing products and services. There can be no assurance that we will be able to successfully maintain, enhance and upgrade our systems as necessary to effectively address these requirements. Further, a greater number of our employees have been working remotely since the beginning of the COVID-19 pandemic, which exposes us to greater cybersecurity and data privacy risks.

Any inability to maintain reliable information technology systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches can result in adverse regulatory and business consequences and litigation. As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. Please see “Business—Regulatory Matters” for additional information. Failure to comply with the requirements of the EU General Data Protection Regulation that became effective in May 2018 (“GDPR”) and the applicable national data protection laws of the EU member states and other states subject to the GDPR may result in fines of up to €20 million or up to 4% of total worldwide annual turnover for the preceding financial year, whichever is higher, and other administrative penalties. Several other countries such as China and Russia have passed, and other countries have passed or are considering passing, laws that require some or all personal data relating to their citizens to be maintained on local servers or impose significant restrictions on data transfer. State privacy laws in California impose some of the same features as the GDPR and have prompted several other states to enact similar laws.

Additionally, a bipartisan bill under consideration in Congress would, if adopted, impose broad privacy requirements at the U.S. federal level and provide enhanced enforcement authority to the FTC. Government investigations and enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in civil and criminal, monetary and non-monetary penalties and damage to customer, business partner and employee relationships and to our reputation, any of which may adversely affect our business and financial statements. In addition, compliance with the varying data privacy regulations across the U.S. and around the world has required significant expenditures and may require additional expenditures, and may require further changes in our products or business models that increase competition or reduce revenue.

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.

Manufacturing or design defects or “bugs” in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to, “off label” use of, or inadequate disclosure of risks relating to the use of products and services that we make or sell (including items that we source from third-parties) can lead to personal injury, death, property damage and/or regulatory violations that can adversely affect our business and financial statements. These events can lead to recalls or safety alerts, result in the removal of a product or service from the market and result in product liability or similar claims being brought against us. Recalls, removals and product liability and similar claims (regardless of their validity or ultimate outcome) can result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products and services. Any of the above can result in the discontinuation of marketing of such products in one or more countries and give rise to claims for damages from persons who believe they have been injured as a result of product issues, including claims by individuals or groups seeking to represent a class.

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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.

Our facilities, supply chains, distribution systems and information technology systems are subject to catastrophic loss due to fire, flood, cyber-attack, earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war, terrorism, riot, public protest or other natural or man-made disasters, such as the COVID-19 pandemic. If any of these facilities, supply chains or systems were to experience a catastrophic loss, it could disrupt our operations, delay production and shipments, result in defective products or services, diminish demand, damage customer relationships and our reputation and result in legal exposure and significant repair or replacement expenses. The third-party insurance coverage that we maintain varies from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to protect us against such losses.

Climate change, legal or regulatory measures to address climate change and any inability on our part to address stakeholder expectations relating to climate change may negatively affect us.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere presents risks to our operations. Physical risk resulting from acute changes (such as hurricane, tornado, wildfire or flooding) or chronic changes (such as droughts, heat waves or sea level changes) in climate patterns can adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Concern over climate change can also result in new or additional legal, regulatory or quasi-regulatory requirements designed to reduce greenhouse gas emissions and/or mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based energy). Any such new or additional requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements. In addition, any failure to adequately address stakeholder expectations with respect to environmental, social and governance (“ESG”) matters may result in the loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and talented employees. For example, our ability to achieve any ESG goals we may establish is uncertain and subject to numerous risks, including evolving regulatory requirements and stakeholder expectations, our ability to recruit, develop and retain a diverse workforce, the availability of suppliers and other business partners that can meet our ESG expectations, the effects of the organic and inorganic growth of our business, cost considerations and the development and availability of cost-effective technologies or resources that would support any such goals.

The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our business and financial statements could suffer.

The manufacture of many of our products is a highly exacting and complex process. Problems can arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with raw materials or components, cyber-attacks, natural disasters and environmental factors, and if not discovered before the product is released to market can result in recalls and product liability exposure. An alternative manufacturer is not always available on a timely basis to replace lost production capacity. Any of these manufacturing problems could result in adverse impacts to our business and financial statements.

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.

Prices for and availability of the components, raw materials and other commodities we use in our business, as well as for labor, have fluctuated significantly in the past, including during 2022. Please see “Business—Materials” for a discussion of the inputs we use in our business, supply chain and labor availability disruptions and constraints our businesses have faced and are facing, and the adverse impacts that we have incurred and may incur relating thereto. The supply chains for our businesses can be disrupted by supplier capacity constraints, fluctuations in demand, decreased availability of key raw materials or commodities, legislative or regulatory changes, bankruptcy or exiting of the business for other reasons and external events such as natural disasters, pandemic health issues, war, terrorist actions and governmental actions (such as trade protectionism). In addition, some of our businesses purchase certain requirements from sole or limited source suppliers for reasons of quality assurance, cost

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effectiveness, availability or uniqueness of design. In the event of interruptions in the supply, or increases in the cost, of such supplies, we might not be able to quickly establish or qualify replacement sources of supply. Sustained interruptions in the supply of, or increase in the cost of, key components, raw materials, other commodities and labor can result in production interruptions, delays, extended lead times and inefficiencies and adversely affect our business and financial statements. In addition, due to the highly competitive nature of the industries that we serve, the cost-containment efforts of our customers and the terms of certain contracts we are party to, when supply and labor prices rise we are not always able to pass along cost increases through higher prices for our products. If we are unable to fully recover higher supply and labor costs through price increases or offset these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and profitability can decline and our business and financial statements can be adversely affected.

Our profitability could also be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality. During a market upturn, suppliers from time to time extend lead times, limit supplies or increase prices. Conversely, in order to secure supplies for the production of products, we sometimes enter into noncancelable purchase commitments with vendors, which can impact our ability to adjust our inventory to reflect declining market demands.

Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, at times our manufacturing capacity exceeds or falls short of our production requirements. Any or all of these problems can result in the loss of customers or cost inefficiencies, provide an opportunity for competing products to gain market acceptance and otherwise adversely affect our business and financial statements.

Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, key distributors and other channel partners can adversely affect our business and financial statements.

Certain of our businesses sell a significant amount of their products to or through key distributors and other channel partners that have valuable relationships with customers and end-users. Some of these distributors and other partners also sell our competitors’ products or compete with us directly, and if they favor competing products for any reason they may fail to market our products effectively. Adverse changes in our relationships with these distributors and other partners, reduction or discontinuation of their purchases from us or adverse developments in their financial condition, performance or purchasing patterns, can adversely affect our business and financial statements. The levels of inventory maintained by our key distributors and other channel partners, and changes in those levels, also impacts our business and financial statements in any given period. In addition, the consolidation of distributors and customers in certain of our served industries can adversely impact our business and financial statements.

Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets.

The market for highly skilled workers and leaders in our industries, particularly in the areas of science and technology, is extremely competitive and expectations from qualified talent in many areas of the labor market have evolved and escalated recently. In addition, in 2022 we faced labor availability constraints and labor cost inflation in certain areas of our business. If we are less successful in our recruiting efforts, if we cannot retain and motivate highly skilled workers and key leaders representing diverse backgrounds, experiences and skill sets, or if we experience labor disputes, our business and financial statements may be adversely affected.

Our restructuring actions can have long-term adverse effects on our business and financial statements.

We have implemented significant restructuring activities across our businesses to adjust our cost structure, and we may engage in similar restructuring activities in the future. These restructuring activities and our regular ongoing cost reduction activities could diminish our resources and competitiveness, and delays or failures in implementing planned restructuring activities may diminish the expected operational or financial benefits from such actions. Any of the circumstances described above could adversely impact our business and financial statements.

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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.

Many of the markets we serve are technology-driven, and as a result intellectual property rights play a significant role in product development and differentiation. We own numerous patents, trademarks, copyrights, trade secrets and other intellectual property and licenses to intellectual property owned by others, which in aggregate are important to our business. The intellectual property rights that we obtain, however, are not always sufficiently broad and do not always provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications owned by or licensed to us. In addition, the steps that we and our licensors have taken to maintain and protect our intellectual property do not always prevent it from being challenged, invalidated, circumvented, designed-around or becoming subject to compulsory licensing.

In some circumstances, enforcement is not available to us because an infringer has a dominant intellectual property position or for other business reasons. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third-parties will not otherwise gain access to our trade secrets or other proprietary rights. Our failure to obtain or maintain intellectual property rights that convey competitive advantage and adequately protect our intellectual property, our failure to detect or prevent circumvention or unauthorized use of such property and the cost of enforcing our intellectual property rights each can adversely impact our business and financial statements.

These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary information, intellectual property, technology and other assets comparable to the United States. The risks we encounter in such countries include but are not limited to the following:

•Joint ventures that we participate in can include restrictions that could compromise our control over the intellectual property, technology and proprietary information of the joint venture;

•As we expand our operations globally, increasing amounts of our data, intellectual property and technology is used and stored in countries outside the United States, and regulations in certain countries require data to be stored locally. These factors increase the risk that such data, intellectual property and technology could be stolen or otherwise compromised;

•Certain of our products have been counterfeited and we may encounter additional and/or increased levels of counterfeiting in the future;

•Governmental entities may adopt regulations or other requirements that give them rights to certain of our intellectual property, technology and/or proprietary information, such as through compulsory licensing or ownership restrictions or requirements;

•In certain countries, we do not have the same ability to enforce intellectual property rights as we do in the U.S.;

•Governmental regulations relating to state secrecy or other topics limit our ability to transfer data or technology out of certain jurisdictions; and

•Risks, costs and challenges of operating in a particular jurisdiction can result in a decision to relocate or divert operations to a different jurisdiction, potentially at higher cost.

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Any of these risks can adversely impact our business and financial statements. Please refer to “—International economic, political, legal, compliance, social and business factors could negatively affect our financial statements” for a discussion of additional risks relating to our international operations.

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.

From time to time, we receive notices from third parties alleging intellectual property infringement or misappropriation of third parties’ intellectual property and cannot be certain that the conduct of our business does not and will not infringe or misappropriate the intellectual property rights of others. Disputes or litigations regarding intellectual property can be costly and time-consuming to defend due to the complexity of many of our technologies and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation. In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical products and services, be required to pay substantial damages or license fees with respect to the infringed rights, be required to license technology or other intellectual property rights from others, be required to cease marketing, manufacturing or using certain products or be required to redesign, re-engineer or re-brand our products at substantial cost, any of which could adversely impact our business and financial statements. Third-party intellectual property rights may also make it more difficult or expensive for us to meet market demand for particular product or design innovations. When we are required to seek licenses under patents or other intellectual property rights of others, we are not always able to acquire these licenses on acceptable terms, if at all. Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs and diversion of management attention and resources, which could adversely affect our business and financial statements.

Financial and Tax Risks

We may be required to recognize impairment charges for our goodwill and other intangible assets.

As of June 30, 2023, the net carrying value of our goodwill and other intangible assets totaled approximately $3.0 billion. Significant negative industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of our assets, changes in the structure of our business, divestitures, market capitalization declines, or increases in associated discount rates can impair our goodwill and other intangible assets. In the past, we have recognized impairment charges relating to certain non-goodwill intangible assets, and in the future, we could recognize charges related to the impairment of goodwill or other intangible assets. Any such impairment charges adversely affect our financial statements in the periods recognized.

Foreign currency exchange rates can adversely affect our financial statements.

Sales and purchases in currencies other than the U.S. dollar expose us to fluctuations in foreign currencies relative to the U.S. dollar, which have in the past and may in the future adversely affect our financial statements. Increased strength of the U.S. dollar increases the effective price of our products sold in U.S. dollars into other countries, which can adversely affect sales or require us to lower our prices.

Decreased strength of the U.S. dollar adversely affects the cost of materials, products and services we purchase overseas. Sales and expenses of our non-U.S. businesses are also translated into U.S. dollars for reporting purposes and the strengthening of the U.S. dollar generally results in unfavorable translation effects. In addition, certain of our businesses invoice customers in a currency other than the business’ functional currency, and movements in the invoiced currency relative to the functional currency can also result in unfavorable translation effects. The Company also faces exchange rate risk from its investments in subsidiaries owned and operated in foreign countries.

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Changes in our tax rates or exposure to additional income tax liabilities or assessments could affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.

We are subject to income taxes in the U.S. and in numerous non-U.S. jurisdictions. Due to the potential for changes to tax laws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to the U.S. Tax Cuts and Jobs Act (“TCJA”)), the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, our estimates of effective tax rate and income tax assets and liabilities can be incorrect and our financial statements could be adversely affected. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of additional factors that may adversely affect our effective tax rate and decrease our profitability in any period.

The impact of the factors referenced in the preceding sentence may be substantially different from period-to-period. In addition, the amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities, such as the audits described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s Combined Financial Statements. If audits result in payments or assessments different from our reserves, our financial results can be adversely affected. Any further changes to the tax system in the United States or in other jurisdictions could also adversely affect our financial statements.

Changes in tax law relating to multinational corporations could adversely affect our tax position.

Legislative bodies and government agencies in the U.S. and other countries as well as the Organisation for Economic Co-operation and Development (“OECD”) have focused on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” for which the OECD has released several components of its comprehensive plan that have been adopted and expanded by many taxing authorities to address perceived tax abuse and inconsistencies between tax jurisdictions. As a result, the tax laws in the United States and other countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely affect our business and financial statements.

The military conflict between Russia and Ukraine has adversely affected and may further adversely affect our business and financial statements.

The military conflict between Russia and Ukraine has adversely affected and may further adversely affect our business and financial statements. In 2022, the Company suspended the shipment of products to Russia. We incurred a pretax charge of $1 million in the first quarter of 2022 as a result of Russia-related asset impairments and similar items and we may incur additional charges in the future. In 2021, approximately 1% of the Company’s sales were derived from customers based in Russia and a de minimis percentage of sales were derived from customers based in Ukraine, and in 2022 Russia and Ukraine sales accounted for less than 1% of the Company’s sales. The conflict in Ukraine may escalate and/or expand in scope and the broader consequences of this conflict, which have included and/or may in the future include sanctions, embargoes, regional instability, geopolitical shifts and adverse impacts on energy supplies and prices; potential retaliatory action by the Russian government against companies, including the Company, such as nationalization of foreign businesses in Russia. Further, increased tensions between the United States and countries in which we operate cannot be predicted, nor can we predict the conflict’s future impact on the global economy and on our business and financial statements.

The Russia and Ukraine conflict also heightens many other risks disclosed in this information statement, any of which can adversely affect our business and financial statements. Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including increased inflation, constraints on the availability of commodities, supply chain disruption and decreased business spending; disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; claims, litigation and regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets.

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Our defined benefit pension plans and health care costs are subject to financial and other market risks that could adversely affect our financial statements.

Significant changes in market interest rates, decreases in the fair value of plan assets, investment losses on plan assets and changes in discount rates can increase our defined benefit pension plan funding obligations, and upward pressure on the cost of providing health care coverage to current employees and retirees can increase our future funding obligations. Any of these risks can adversely affect our financial statements.

Legal, Regulatory, Compliance and Reputational Risks

Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.

Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, intellectual property and investment/development, can adversely affect our business and financial statements. For example, certain governments have implemented policies to induce “re-shoring” of supply chains, reduce reliance on imported supplies and promote national production. In addition, in recent years the U.S. has increased tariffs on certain imported goods and trade tensions between the U.S. and China escalated, with each country imposing significant, additional tariffs on a wide range of goods imported from the other country.

Our business and financial statements can be impaired by improper conduct by any of our employees, agents or business partners.

There can be no assurance that our internal controls and compliance systems, including our Code of Conduct, always protect us from acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations and related stockholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to Danaher’s Supplier Code of Conduct, and violations of such code of conduct could adversely affect our business and financial statements.

Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our business and financial statements.

In addition to the environmental, health, safety, anticorruption, data privacy and other regulations noted elsewhere in this information statement, our businesses are subject to extensive regulation by U.S. and non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local and other jurisdictional levels, including for example the following:

•We are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and between our subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies. In other circumstances, we may be required to obtain an export license before exporting the controlled item. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase the cost of obtaining, certain products and at times can interrupt our supply of imported inventory. In addition, we sell and provide products and technology to third parties, such as agents, representatives

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and distributors, who may export such items to end-users. If we or any of these third parties do not comply with applicable export or import laws we may incur liability. We have established policies and procedures designed to ensure compliance with the laws and regulations referenced above, but there can be no assurance that the policies and procedures have prevented and will prevent violations of these regulations, and any such violation can adversely affect our business and financial statements.

•We also have agreements to sell products and services to government entities and are subject to various statutes and regulations that apply to companies doing business with government entities (less than 2% of our 2022 sales were made to the U.S. federal government). The laws governing government contracts differ from the laws governing private contracts. For example, many government contracts contain pricing and other terms and conditions that are not applicable to private contracts. Our agreements with government entities are in some cases subject to termination, reduction or modification at the convenience of the government or in the event of changes in government requirements, reductions in federal spending and other factors, and we may underestimate our costs of performing under the contract. In certain cases, a governmental entity may require us to pay back amounts it has paid to us. Government contracts that have been awarded to us following a bid process can become the subject of a bid protest by a losing bidder, which could result in loss of the contract. We are also subject to investigation and audit for compliance with the requirements governing government contracts.

These are not the only regulations that our businesses must comply with. The regulations we are subject to have tended to become more stringent over time and can be inconsistent across jurisdictions. We, our representatives and the industries in which we operate are at times under review and/or investigation by regulatory authorities. Failure to comply (or any alleged or perceived failure to comply) with the regulations referenced above or any other regulations can result in import detentions, fines, damages, civil and administrative penalties, injunctions, consent decrees, suspensions or losses of regulatory approvals, recall or seizure of products, operating restrictions, refusal of the government to approve product export applications or allow us to enter into supply contracts, disbarment from selling to certain governmental agencies, integrity oversight and reporting obligations to resolve allegations of non-compliance, disruption of our business, limitation on our ability to manufacture, import, export and sell products and services, loss of customers, significant legal and investigatory fees, disgorgement, individual imprisonment, reputational harm, contractual damages, diminished profits, curtailment or restricting of business operations, criminal prosecution and other monetary and non-monetary penalties. Compliance with these and other regulations can also affect our returns on investment, require us to incur significant expenses or modify our business model or impair our flexibility in modifying product, marketing, pricing or other strategies for growing our business. Our products and operations are also often subject to the rules of industrial standards bodies such as the International Standards Organization, and failure to comply with these rules can result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our business and financial statements. For additional information regarding these risks, please refer to “Business—Regulatory Matters.”

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.

We are, or following the distribution, may become, subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business (or related to the business operations of previously owned entities), including claims or counterclaims for damages arising out of the use of products or services and claims relating to intellectual property matters, employment matters, tax matters, commercial disputes, breach of contract claims, competition and sales and trading practices, environmental matters, personal injury, insurance coverage, acquisition or divestiture-related matters, as well as regulatory subpoenas, requests for information, investigations and enforcement. We also from time to time become subject to lawsuits as a result of acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses divested by us or our predecessors. The types of claims made in lawsuits include claims for compensatory damages, consequential damages, punitive damages and/or injunctive relief. The defense of these lawsuits can divert our management’s attention, we from time to time incur significant expenses in defending these lawsuits, and we can be required to pay damage awards or settlements or become subject to equitable remedies that adversely affect our business and financial statements. Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses. Because most contingencies are

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resolved over long periods of time, new developments (including litigation developments, the discovery of new facts, changes in legislation and outcomes of similar cases), changes in assumptions or changes in the Company’s strategy in any given period can require us to adjust the loss contingency estimates that we have recorded in our financial statements, record estimates for liabilities or assets previously not susceptible of reasonable estimates or pay cash settlements or judgments. Any of these developments can adversely affect our business and financial statements in any particular period. There can be no assurance that our liabilities in connection with current and future litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial statements and business. However, based on our experience, information and applicable law as of the date of this information statement, we do not believe that it is reasonably possible that any amounts we may be required to pay in connection with litigation and other legal and regulatory proceedings in excess of our reserves as of the date of this information statement will have a material effect on our business or financial statements.

From time to time, we become aware through our internal audits and other internal control procedures, employees or other parties of possible compliance matters, such as complaints or concerns relating to accounting, internal controls, financial reporting, auditing or ethical matters or relating to compliance with laws. When we become aware of such possible compliance matters, we investigate internally and take what we believe to be appropriate corrective action. Internal investigations can lead to the assertion of claims or the commencement of legal or regulatory proceedings against us and 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.

Our operations, products and services are subject to numerous U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations concerning, among other things, the health and safety of our employees, the generation, storage, use and transportation of hazardous materials, emissions or discharges of substances into the environment, investigation and remediation of hazardous substances or materials at various sites, chemical constituents in products and end-of-life disposal and take-back programs for products sold. There can be no assurance that our environmental, health and safety compliance program (or the compliance programs of businesses we acquire) have been or will at all times be effective. Failure to comply with any of these laws can result in civil and criminal, monetary and non-monetary penalties and damage to our reputation. In addition, there can be no assurance that our costs of complying with current or future environmental protection and health and safety laws will not exceed our estimates or adversely affect our business or financial statements.

In addition, we from time to time incur costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices. We are also from time to time party to personal injury, property damage or other claims brought by private parties alleging injury or damage due to the presence of or exposure to hazardous substances. We can also become subject to additional remedial, compliance or personal injury costs due to future events such as changes in existing laws or regulations, changes in agency direction or enforcement policies, developments in remediation technologies, changes in the conduct of our operations and changes in accounting rules. For additional information regarding these risks, refer to the Combined Financial Statements included in this information statement. There can be no assurance that our liabilities arising from past or future releases of, or exposures to, hazardous substances will not exceed our estimates or adversely affect our reputation and financial statements or that we will not be subject to additional claims for personal injury or remediation in the future based on our past, present or future business activities. However, based on the information we have as of the date of this information statement we do not believe that it is reasonably possible that any amounts we may be required to pay in connection with environmental matters in excess of our reserves as of the date of this information statement will have a material effect on our business or financial statements.

Changes in governmental regulations can reduce demand for our products or services or increase our expenses.

We compete in markets in which we and our customers must comply with supranational, federal, state, local and other jurisdictional regulations, such as regulations governing health and safety, the environment and privacy. We develop, configure and market our products and services to meet customer needs created by these regulations. Any significant change in any of these regulations (or in the interpretation or application thereof)

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can reduce demand for, increase our costs of producing or delay the introduction of new or modified products and services, or restrict our existing activities, products and services.

Risks Related to the Separation and Our Relationship With Danaher

Veralto has no history of operating as a separate, publicly traded company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

The historical information about Veralto in this information statement refers to Veralto’s businesses as operated by and integrated with Danaher. Veralto’s historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of Danaher. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that Veralto would have achieved as a separate, publicly traded company during the periods presented or those that Veralto will achieve in the future primarily as a result of the factors described below:

•prior to the separation, Veralto’s businesses have been operated by Danaher as part of its broader corporate organization, rather than as a separate, publicly traded company. Danaher or one of its affiliates performed various corporate functions for Veralto such as legal, treasury, accounting, auditing, human resources, corporate affairs and finance. Veralto’s historical and pro forma financial results reflect allocations of corporate expenses from Danaher for such functions and are likely to be less than the expenses Veralto would have incurred had it operated as a separate publicly traded company. Following the separation, Veralto’s cost related to such functions previously performed by Danaher may therefore increase;

•currently, Veralto’s businesses are integrated with the other businesses of Danaher. Historically, Veralto has shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. Although Veralto will enter into transition agreements with Danaher, these arrangements will be temporary and may not fully capture the benefits that Veralto has enjoyed as a result of being integrated with Danaher and may result in Veralto paying higher charges than in the past for these services. This could have an adverse effect on Veralto’s business and financial statements following the completion of the separation;

•generally, Veralto’s working capital requirements and capital for its general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of Danaher. Following the completion of the separation, Veralto may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements;

•after the completion of the separation, the cost of capital for Veralto’s businesses may be higher than Danaher’s cost of capital prior to the separation; and

•Veralto’s historical financial information does not reflect the debt or the associated interest expense that Veralto is expected to incur as part of the separation and distribution.

Other significant changes may occur in Veralto’s cost structure, management, financing and business operations as a result of operating as a company separate from Danaher. For additional information about the past financial performance of Veralto’s businesses and the basis of presentation of the historical Combined Financial Statements and the Unaudited Pro Forma Combined Financial Statements of Veralto’s businesses, please refer to the sections entitled “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Combined Financial Statements and accompanying notes included elsewhere in this information statement.

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As a separate, publicly traded company, Veralto may not enjoy the same benefits that Veralto did as a part of Danaher.

There is a risk that, by separating from Danaher, Veralto may become more susceptible to market fluctuations and other adverse events than it would have been if it were still a part of the current Danaher organizational structure. As part of Danaher, Veralto has been able to enjoy certain benefits from Danaher’s operating diversity, purchasing power and opportunities to pursue integrated strategies with Danaher’s other businesses. As a separate, publicly traded company, Veralto will not have similar diversity or integration opportunities and may not have similar purchasing power or access to capital markets. Additionally, as part of Danaher, Veralto has been able to leverage the Danaher historical market reputation and performance and brand identity to recruit and retain key personnel to run its business. As a separate, publicly traded company, Veralto will not have the same historical market reputation and performance or brand identity as Danaher and it may be more difficult for us to recruit or retain such key personnel.

The Unaudited Pro Forma Combined Condensed Financial Statements included in this information statement are presented for informational purposes only and may not be an indication of Veralto’s financial condition or results of operations in the future.

The Unaudited Pro Forma Combined Condensed Financial Statements included in this information statement are presented for informational purposes only and are not necessarily indicative of what Veralto’s actual financial condition or results of operations would have been had the separation been completed on the date indicated. The assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Veralto’s financial condition or results of operations. Accordingly, Veralto’s financial condition and results of operations in the future may not be evident from or consistent with such pro forma financial information.

Future sales of Veralto common stock, or the perception that such sales or distributions may occur, could depress the price of Veralto common stock.

Sales or distributions of a substantial number of shares after the distribution, or a perception that such sales or distributions could occur, could significantly reduce the market price of Veralto common stock. Upon completion of the distribution, except as otherwise described herein, all shares of Veralto common stock that are being distributed hereby will be freely tradable without restriction, assuming they are not held by Veralto’s affiliates.

Immediately following the distribution, Veralto intends to file a registration statement on Form S-8 registering under the Securities Act the shares of Veralto common stock reserved for issuance under the Veralto 2023 Stock Incentive Plan. If equity securities granted under the Veralto 2023 Stock Incentive Plan are sold or it is perceived that they will be sold in the public market, the trading price of Veralto common stock could decline substantially. These sales also could impede Veralto’s ability to raise future capital.

We expect that any Veralto director, officer or employee who is also a director, officer or employee of Danaher will have limited liability to Veralto or you for breach of fiduciary duty with respect to certain corporate opportunities.

The Veralto amended and restated certificate of incorporation will provide that, Danaher will have no duty to communicate information regarding a corporate opportunity to Veralto or to refrain from engaging in the same or similar activities or lines of business as Veralto, doing business with any client, customer or vendor of Veralto or employing or otherwise engaging any director, officer or employee of Veralto, and that to the fullest extent permitted by law, except as otherwise provided in the Veralto amended and restated certificate of incorporation, no officer, director or employee of Veralto who is also a director, officer or employee of Danaher will be deemed to have breached his or her fiduciary duties, if any, to Veralto solely by reason of Danaher’s engaging in any such activity. The Veralto amended and restated certificate of incorporation will also provide that, for so long as Danaher has one or more directors, officers or employees serving as a Veralto director, officer or employee, in the event that any of Veralto’s directors, officers or employees who is also a director, officer or employee of Danaher acquires knowledge of a potential transaction or matter that may be a corporate opportunity for Veralto and Danaher, such director, officer or employee shall to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty, if any, with respect to such corporate opportunity, and Veralto, to the fullest extent permitted by law,

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renounces any interest or expectancy in such corporate opportunity, and waives any claim that such corporate opportunity constituted a corporate opportunity that should have been presented to Veralto or any of its affiliates, if he or she acts in a manner consistent with the following policy: such corporate opportunity offered to any person who is Veralto’s director, officer or employee and who is also a director, officer or employee of Danaher shall belong to Veralto only if such opportunity is expressly offered to such person solely in his or her capacity as Veralto’s director or officer and otherwise shall belong to Danaher. As such, any director, officer or employee of Veralto who is also a director, officer or employee of Danaher will have limited liability to Veralto or to Veralto’s stockholders for breach of fiduciary duty by reason of not presenting a corporate opportunity to Veralto or any of its affiliates if such person has followed the aforementioned policy with respect to such corporate opportunity.

Veralto’s customers, prospective customers, suppliers or other companies with whom Veralto conducts business may conclude that Veralto’s financial stability as a separate, publicly traded company is insufficient to satisfy their requirements for doing or continuing to do business with them.

Some of Veralto’s customers, prospective customers, suppliers or other companies with whom we conduct business may conclude that Veralto’s financial stability as a separate, publicly traded company is insufficient to satisfy their requirements for doing or continuing to do business with them, or may require Veralto to provide additional credit support, such as letters of credit or other financial guarantees. Any failure of parties to be satisfied with Veralto’s financial stability could have a material adverse effect on Veralto’s business and financial statements.

Potential indemnification liabilities to Danaher pursuant to the separation agreement could materially and adversely affect Veralto’s business and financial statements.

The separation agreement, among other things, provides for indemnification obligations (for uncapped amounts) designed to make Veralto financially responsible for substantially all liabilities that may exist relating to its business activities, whether incurred prior to or after the separation, as well as any other liabilities it agrees to assume pursuant to the separation agreement. If Veralto is required to indemnify Danaher under the circumstances set forth in the separation agreement, Veralto may be subject to substantial liabilities. Please refer to “Certain Relationships and Related Person Transactions—The Separation Agreement—Release of Claims and Indemnification.”

In connection with Veralto’s separation from Danaher, Danaher will indemnify Veralto for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure Veralto against the full amount of such liabilities, or that Danaher’s ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the separation agreement and certain other agreements with Danaher, Danaher will agree to indemnify Veralto for certain liabilities as discussed further in “Certain Relationships and Related Person Transactions.” However, third parties could also seek to hold Veralto responsible for any of the liabilities that Danaher has agreed to retain, and there can be no assurance that the indemnity from Danaher will be sufficient to protect Veralto against the full amount of such liabilities, or that Danaher will be able to fully satisfy its indemnification obligations. In addition, Danaher’s insurance will not necessarily be available to Veralto for liabilities associated with occurrences of indemnified liabilities prior to the separation, and in any event Danaher’s insurers may deny coverage to Veralto for liabilities associated with certain occurrences of indemnified liabilities prior to the separation. Moreover, even if Veralto ultimately succeeds in recovering from Danaher or such insurance providers any amounts for which Veralto is held liable, Veralto may be temporarily required to bear these losses. Each of these risks could negatively affect Veralto’s business and financial statements.

If there is a determination that the separation and/or the distribution, together with certain related transactions, is taxable for U.S. federal income tax purposes because the facts, assumptions, representations or undertakings underlying the IRS private letter ruling and/or any tax opinion are incorrect or for any other reason, then Danaher and its stockholders could incur significant U.S. federal income tax liabilities, and we could also incur significant liabilities.

The distribution, along with certain related transactions, is conditioned upon the receipt by Danaher of (i) the Ruling from the IRS substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355

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and 368(a)(1)(D) of the Code and (ii) an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Danaher, to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a reorganization within the meaning of Sections 355 and 368(a)(1)(D) of the Code. Danaher has received the Ruling from the IRS. The Ruling relies and the opinion of tax counsel will rely on certain facts, assumptions, representations and undertakings from Danaher and Veralto regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not otherwise satisfied, Danaher and its stockholders may not be able to rely on the Ruling or the opinion of tax counsel and could be subject to significant tax liabilities. Notwithstanding the Ruling or opinion of tax counsel, the IRS could determine on audit that the distribution or any of the certain related transactions is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the Ruling, or for other reasons, including as a result of certain significant changes in the stock ownership of Danaher or Veralto after the distribution. If the distribution or any of the certain related transactions is determined to be taxable for U.S. federal income tax purposes, Danaher and/or its stockholders could incur significant U.S. federal income tax liabilities, and Veralto could also incur significant liabilities. For a discussion of the tax consequences of the distribution, together with certain related transactions, please refer to “U.S. Federal Income Tax Considerations.”

In addition, under the tax matters agreement between Danaher and Veralto, Veraltowill generally be required to indemnify Danaher against taxes and related liabilities incurred by Danaher that result from a breach of any representation made by us, or as a result of us taking or failing to take, as the case may be, certain actions, including in each case those provided in connection with the Ruling from the IRS or opinion of tax counsel, that result in the distribution, together with certain related transactions, failing to meet the requirements of a tax-free distribution under Sections 355 and 368(a)(1)(D) of the Code. For a discussion of the tax matters agreement, please refer to “Certain Relationships and Related Person Transactions—Tax Matters Agreement.”

Veralto may be affected by significant restrictions, including on its ability to engage in certain corporate transactions for a two-year period after the distribution in order to avoid triggering significant tax-related liabilities.

To preserve the tax-free treatment for U.S. federal income tax purposes to Danaher and its stockholders of the distribution and certain related transactions, under the tax matters agreement that Veralto will enter into with Danaher, Veralto will generally be restricted from taking any action that prevents the distribution, together with certain related transactions, from being tax-free for U.S. federal income tax purposes. Under the tax matters agreement, for the two-year period following the distribution, as described in “Certain Relationships and Related Person Transactions—Tax Matters Agreement—Preservation of the Tax-Free Status of Certain Aspects of the Separation,” Veralto will be subject to specific restrictions on its ability to enter into acquisition, merger, liquidation, sale and stock redemption transactions. These restrictions may limit Veralto’s ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business. These restrictions will not limit the acquisition of other businesses by Veralto for cash consideration. In addition, under the tax matters agreement, Veralto may be required to indemnify Danaher against any such tax liabilities as a result of an acquisition of Veralto’s stock or assets, even if Veralto does not participate in or otherwise facilitate the acquisition. Furthermore, Veralto will be subject to specific restrictions on discontinuing the active conduct of its trade or business, issuing or selling its stock or other securities (including securities convertible into Veralto stock but excluding certain compensatory arrangements), and selling its assets outside the ordinary course of business. Such restrictions may reduce Veralto’s strategic and operating flexibility. For more information, please refer to “Certain Relationships and Related Person Transactions—Tax Matters Agreement.”

After the distribution, certain of Veralto’s executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Danaher. Also, certain of Danaher’s current directors and a current Danaher officer and current Danaher employee are expected to join Veralto’s Board, which may create conflicts of interest or the appearance of conflicts of interest.

Because of their current or former positions with Danaher, certain of Veralto’s expected executive officers and directors own equity interests in Danaher. Continuing ownership of shares of Danaher common stock and equity

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awards could create, or appear to create, potential conflicts of interest if Veralto and Danaher face decisions that could have implications for both Danaher and Veralto after the separation. In addition, certain of Danaher’s current directors (Linda Filler, Walter G. Lohr, Jr. and John T. Schwieters) as well as a current Danaher officer (William H. King) and a current Danaher employee who previously served as Danaher’s Chief Financial Officer (Daniel L. Comas) are expected to join Veralto’s Board, and this could create, or appear to create, potential conflicts of interest when Veralto and Danaher encounter opportunities or face decisions that could have implications for both companies following the separation or in connection with the allocation of such directors’ time between Danaher and Veralto.

Danaher may compete with Veralto.

Danaher will not be restricted from competing with Veralto. If Danaher in the future decides to engage in the type of business Veralto conducts, it may have a competitive advantage over Veralto, which may cause Veralto’s business and financial statements to be materially adversely affected.

Veralto may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect Veralto’s businesses.

Veralto may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation is expected to provide the following benefits, among others:

•the separation will allow investors to separately value Danaher and Veralto based on their distinct investment identities. Veralto’s businesses differ from Danaher’s other businesses in several respects, such as the market for products, manufacturing processes and R&D capabilities. The separation will enable investors to evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their distinct characteristics;

•the separation will allow Veralto and Danaher to more effectively pursue their distinct operating priorities and strategies and enable management of both companies to focus on unique opportunities for long-term growth and profitability. For example, while Veralto’s management will be enabled to focus exclusively on its businesses, the management of Danaher will be able to grow its businesses. The separate management teams of Veralto and Danaher will also be able to focus on executing the companies’ differing strategic plans without diverting attention from the other businesses;

•the separation will permit each company to concentrate its financial resources solely on its own operations without having to compete with each other for investment capital. This will provide each company with greater flexibility to invest capital in its businesses in a time and manner appropriate for its distinct strategy and business needs;

•the separation will create a separate equity structure that will afford Veralto direct access to the capital markets and facilitate Veralto’s ability to capitalize on its unique growth opportunities; and

•the separation will facilitate incentive compensation arrangements for employees more directly tied to the performance of the relevant company’s businesses, and may enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.

Veralto may not achieve these and other anticipated benefits for a variety of reasons, including, among others:

•as a current part of Danaher, the Environmental & Applied Solutions businesses that will become part of Veralto benefits from Danaher’s size and purchasing power in procuring certain goods and services. After the separation, as a separate entity, Veralto may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Danaher obtained prior to the separation. Veralto may also incur costs for certain functions previously performed by Danaher, such as accounting, tax, legal, human

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resources and other general administrative functions that are higher than the amounts reflected in Veralto’s historical financial statements, which could cause Veralto’s profitability to decrease;

•the actions required to separate Veralto’s and Danaher’s respective businesses could disrupt Veralto’s and Danaher’s operations;

•certain costs and liabilities that were otherwise less significant to Danaher as a whole will be more significant for Veralto and Danaher as separate companies after the separation;

•Veralto (and prior to the separation, Danaher) will incur costs in connection with the transition to being a separate, publicly traded company that may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning Veralto personnel, costs related to establishing a new brand identity in the marketplace and costs to separate information systems;

•Veralto may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others: (i) the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Veralto’s businesses; (ii) following the separation, Veralto may be more susceptible to market fluctuations and other adverse events than if it were still a part of Danaher; and (iii) following the separation, Veralto’s businesses will be less diversified than Danaher’s businesses prior to the separation; and

•to preserve the tax-free treatment for U.S. federal income tax purposes to Danaher of the distribution, together with certain related transactions, under the tax matters agreement that Veralto will enter into with Danaher, Veralto will be restricted from taking any action that prevents such transactions from being tax-free for U.S. federal income tax purposes. These restrictions may limit Veralto’s ability to pursue certain strategic transactions or engage in other transactions that might increase the value of its businesses.

If Veralto fails to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, the businesses, operating results and financial condition of Veralto could be adversely affected.

Veralto may have received better terms from unaffiliated third parties than the terms it will receive in its agreements with Danaher.

The agreements Veralto will enter into with Danaher in connection with the separation, including the separation agreement, transition services agreement, employee matters agreement, tax matters agreement, intellectual property matters agreement and DBS license agreement were prepared in the context of Veralto’s separation from Danaher while Veralto was still a wholly owned subsidiary of Danaher. Accordingly, during the period in which the terms of those agreements were prepared, Veralto did not have a separate or independent board of directors or a management team that was separate from or independent of Danaher. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between Danaher and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. For more information, please refer to “Certain Relationships and Related Person Transactions.”

Veralto or Danaher may fail to perform under various transaction agreements that will be executed as part of the separation or Veralto may fail to have necessary systems and services in place when certain of the transaction agreements expire.

The separation agreement and other agreements to be entered into in connection with the separation will determine the allocation of assets and liabilities between the companies following the separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The transition services agreement will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation. Veralto will rely on Danaher after the separation to satisfy its performance and payment obligations under these agreements. If Danaher is unable or unwilling to satisfy its obligations under these agreements, including its indemnification obligations, Veralto could incur operational difficulties or losses. If Veralto does not have in place its own systems and services, or if Veralto does not have agreements with other

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providers of these services once certain transition services terminate, Veralto may not be able to operate its businesses effectively and its profitability may decline. Veralto is in the process of creating its own, or engaging third parties to provide, systems and services to replace many of the systems and services that Danaher currently provides to Veralto. However, Veralto may not be successful in implementing these systems and services or in transitioning data from Danaher’s systems to Veralto’s.

In addition, Veralto expects this process to be complex, time-consuming and costly. Veralto is also establishing or expanding its own tax, treasury, internal audit, investor relations, corporate governance and listed company compliance and other corporate functions. Veralto expects to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Danaher historically provided Veralto prior to the separation. Any failure or significant downtime in Veralto’s own financial, administrative or other support systems or in the Danaher financial, administrative or other support systems during the transitional period during which Danaher provides Veralto with support could negatively impact Veralto’s business and financial statements or prevent Veralto from paying its suppliers and employees, executing business combinations and foreign currency transactions or performing administrative or other services on a timely basis, which could negatively affect Veralto’s business and financial statements.

In particular, Veralto’s day-to-day business operations rely on information technology systems. A significant portion of the communications among Veralto’s personnel, customers and suppliers take place on information technology platforms. Veralto expects the transfer of information technology systems from Danaher to Veralto to be complex, time consuming and costly. There is also a risk of data loss in the process of transferring information technology. As a result of Veralto’s reliance on information technology systems, the cost of such information technology integration and transfer and any such loss of key data could have an adverse effect on Veralto’s business and financial statements.

As of the date of this information statement, we expect to have outstanding indebtedness at the closing of the distribution of approximately $2.6 billion and the ability to incur an additional $1.5 billion of indebtedness under a revolving credit facility, and in the future we may incur additional indebtedness. This indebtedness could adversely affect our businesses and our ability to meet our obligations and pay dividends.

As of the date of this information statement, Veralto expects to have outstanding indebtedness at the closing of the separation of approximately $2.6 billion and the ability to incur an additional $1.5 billion of indebtedness under a revolving credit facility to be entered into prior to the closing of the separation. See “Description of Certain Indebtedness.” This debt could have important, adverse consequences to Veralto and its investors, including:

•requiring a substantial portion of Veralto’s cash flow from operations to make interest payments;

•making it more difficult to satisfy other obligations;

•increasing the risk of a future credit ratings downgrade of Veralto’s debt, which could increase future debt costs and limit the future availability of debt financing;

•increasing Veralto’s vulnerability to general adverse economic and industry conditions;

•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow Veralto’s businesses;

•limiting Veralto’s ability to pay dividends;

•limiting Veralto’s flexibility in planning for, or reacting to, changes in its businesses and industries; and

•limiting Veralto’s ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase shares of Veralto common stock.

The revolving credit facility will not be available for borrowings until the date on which certain conditions are satisfied, which Veralto expects will be satisfied concurrently with the completion of the distribution. The instruments governing Veralto’s indebtedness will contain restrictive covenants that will limit Veralto’s ability to

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engage in activities that may be in Veralto’s long-term interest, including for example an EBITDA-based net leverage ratio. If Veralto breaches any of the restrictive covenants and cannot obtain a waiver from the lenders on favorable terms, subject to applicable cure periods, the outstanding indebtedness (and any other indebtedness with cross-default provisions) could be declared immediately due and payable, which would adversely affect Veralto’s liquidity and financial statements. In addition, any failure to obtain and maintain credit ratings from independent rating agencies would adversely affect Veralto’s cost of funds and could adversely affect Veralto’s liquidity and access to the capital markets. For additional information regarding Veralto’s indebtedness, please refer to “Description of Certain Indebtedness.”

The risks described above will increase with the amount of indebtedness Veralto incurs, and in the future Veralto may incur significant indebtedness in addition to the indebtedness described above. In addition, Veralto’s actual cash requirements in the future may be greater than expected. Veralto’s cash flow from operations may not be sufficient to service Veralto’s outstanding debt or to repay the outstanding debt as it becomes due, and Veralto may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance its debt.

Veralto may not be able to generate sufficient cash to service all of Veralto’s indebtedness and may be forced to take other actions to satisfy its obligations under Veralto’s indebtedness, which may not be successful.

Veralto’s ability to make scheduled payments on or refinance our debt obligations depends on its financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond Veralto’s control. Veralto may be unable to maintain a level of cash flows from operating activities sufficient to permit it to pay the principal and interest on its indebtedness.

If Veralto’s cash flows and capital resources are insufficient to fund its debt service obligations, Veralto could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, or to dispose of material assets or operations, alter its dividend policy (if Veralto pays dividends), seek additional debt or equity capital or restructure or refinance its indebtedness. Veralto may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow Veralto to meet its scheduled debt service obligations. The instruments that will govern Veralto’s indebtedness may restrict its ability to dispose of assets and may restrict the use of proceeds from those dispositions. Veralto may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations when due.

In addition, Veralto conducts operations through its subsidiaries. Accordingly, repayment of Veralto’s indebtedness will depend on the generation of cash flow by Veralto’s subsidiaries, including certain international subsidiaries, and their ability to make such cash available to Veralto, by dividend, debt repayment or otherwise. Veralto’s subsidiaries may not have any obligation to pay amounts due on Veralto’s indebtedness or to make funds available for that purpose. Veralto’s subsidiaries may not be able to, or may not be permitted to, make adequate distributions to enable Veralto to make payments in respect of Veralto’s indebtedness. Each subsidiary is a distinct legal entity and, under certain circumstances, legal, tax and contractual restrictions may limit Veralto’s ability to obtain cash from its subsidiaries. In the event that Veralto does not receive distributions from its subsidiaries, Veralto may be unable to make required principal and interest payments on its indebtedness.

Veralto’s inability to generate sufficient cash flows to satisfy its debt obligations, or to refinance its indebtedness on commercially reasonable terms or at all, may materially adversely affect its business and financial statements and its ability to satisfy its obligations under its indebtedness or pay dividends on its common stock.

Following the distribution, Veralto will be dependent on Danaher to provide it with certain transition services, which may not be sufficient to meet its needs, and it may have difficulty finding replacement services or be required to pay increased costs to replace these services after its transition services agreement with Danaher expires.

Historically, Danaher has provided, and until Veralto’s separation from Danaher, Danaher will continue to provide, significant corporate and shared services related to corporate functions such as executive oversight, risk

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management, information technology, accounting, audit, legal, investor relations, human resources, tax, treasury, procurement and other services. Following Veralto’s separation from Danaher, Veralto expects Danaher to continue to provide many of these services on a transitional basis for a fee. While these services are being provided to Veralto by Danaher, Veralto will be dependent on Danaher for services that are critical to its operation as a separate, publicly traded company, and its operational flexibility to modify or implement changes with respect to such services and the amounts we pay for them will be limited. After the expiration of the transition services agreement, Veralto may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost and quality of service, comparable to those that it will receive from Danaher under the transition services agreement. Although Veralto intends to replace portions of the services currently provided by Danaher following the separation, Veralto may encounter difficulties replacing certain services or be unable to negotiate pricing or other terms as favorable as those it currently has in effect.

Certain entities or assets that are part of Veralto’s separation from Danaher may not be transferred to Veralto prior to the distribution or at all.

Certain entities and assets that are part of Veralto’s separation from Danaher may not be transferred prior to the distribution or at all because the entities or assets, as applicable, are subject to foreign government or third-party approvals that Veralto may not receive prior to the distribution or at all. Such approvals may include, but are not limited to, approvals to merge or demerge, to form new legal entities (including obtaining required registrations and/or licenses or permits) and to transfer assets and/or liabilities. It is currently anticipated that all material transfers will occur without delays that extend beyond the separation, but Veralto cannot offer any assurance that such transfers will not be delayed beyond the separation or assurance that such transfers will ultimately occur at all. To the extent such transfers do not occur prior to the distribution, under the separation agreement, the economic benefits and burdens of owning such assets and/or entities will, to the extent reasonably possible and permitted by applicable law, be provided to the Company.

In the event such transfers do not occur or are significantly delayed because Veralto does not receive the required approvals, Veralto may not realize all of the anticipated benefits of Veralto’s separation from Danaher and Veralto may be dependent on Danaher for transition services for a longer period of time than would otherwise be the case. For additional information, see “Risk Factors—Risks Related to Veralto’s Business” and “—Following the distribution, Veralto will be dependent on Danaher to provide it with certain transition services, which may not be sufficient to meet its needs, and it may have difficulty finding replacement services or be required to pay increased costs to replace these services after its transition services agreement with Danaher expires.”

Risks Related to Shares of Veralto Common Stock

Veralto cannot be certain that an active trading market for its common stock will develop or be sustained after the separation, and following the separation, the price of Veralto common stock may fluctuate significantly, which could cause the value of your investment to decline.

Prior to the completion of the distribution, there has been no public market for Veralto common stock. Veralto cannot guarantee that an active trading market will develop or be sustained for its common stock after the distribution. If an active trading market does not develop, you may have difficulty selling your shares of Veralto common stock at an attractive price, or at all.

Even if a trading market develops, the market price of Veralto common stock may be highly volatile and could be subject to wide fluctuations. Veralto cannot predict the prices at which shares of Veralto common stock may trade after the distribution. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of Veralto common stock regardless of Veralto’s operating performance. In addition, Veralto’s operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in Veralto’s quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting Veralto’s business, adverse market reaction

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to any indebtedness Veralto may incur or securities Veralto may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, adverse publicity about the industries Veralto participates in or individual scandals, and in response the market price of shares of Veralto common stock could decrease significantly.

In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against Veralto and/or its directors and officers, could result in substantial costs and a diversion of our management’s attention and resources.

If Veralto is unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of Veralto’s financial reports and the market price of Veralto common stock may be negatively affected.

As a public company, Veralto will be required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. In addition, beginning with Veralto’s second annual report on Form 10-K, Veralto expects it will be required to furnish a report by management on the effectiveness of its internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Veralto’s independent registered public accounting firm will also be required to express an opinion as to the effectiveness of its internal control over financial reporting. At such time, Veralto’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Veralto’s internal control over financial reporting is documented, designed or operating.

The process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation is time consuming, costly, and complicated. If Veralto identifies material weaknesses in its internal control over financial reporting, if Veralto is unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or to assert that its internal control over financial reporting is effective, or if Veralto’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting, investors may lose confidence in the accuracy and completeness of Veralto’s financial reports and the market price of Veralto common stock could be negatively affected, and Veralto could become subject to investigations by the stock exchange on which its securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

The obligations associated with being a public company will require significant resources and management attention.

Currently, Veralto is not directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Following the effectiveness of the registration statement of which this information statement forms a part, Veralto will be directly subject to such reporting and other obligations under the Exchange Act and the rules of the NYSE. As a separate public company, Veralto is required to, among other things:

•prepare and distribute periodic reports, proxy statements and other stockholder communications in compliance with the federal securities laws and rules;

•have its own board of directors and committees thereof, which comply with federal securities laws and rules and applicable stock exchange requirements;

•maintain an internal audit function;

•institute its own financial reporting and disclosure compliance functions;

•establish an investor relations function;

•establish internal policies, including those relating to trading in its securities and disclosure controls and procedures; and

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•comply with the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Public Company Accounting Oversight Board and the NYSE.

These reporting and other obligations will place significant demands on Veralto’s management and Veralto’s administrative and operational resources, and Veralto expects to face increased legal, accounting, administrative and other costs and expenses relating to these demands that it had not incurred as a part of Danaher. Certain of these functions will be provided on a transitional basis by Danaher pursuant to a transition services agreement. Please refer to “Certain Relationships and Related Person Transactions.” Veralto’s investment in compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention from sales-generating activities to compliance activities, which could have an adverse effect on its business and financial statements.

Veralto cannot guarantee the payment of dividends on its common stock, or the timing or amount of any such dividends.

Veralto has not yet determined whether or the extent to which it will pay any dividends on its common stock. The payment of any dividends in the future, and the timing and amount thereof, to Veralto stockholders will fall within the discretion of the Board. The Board’s decisions regarding the payment of dividends will depend on many factors, such as Veralto’s financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in Veralto’s then existing debt arrangements, industry practice, legal requirements and other factors that the Board deems relevant. For more information, please refer to “Dividend Policy.” Veralto’s ability to pay dividends will depend on its ongoing ability to generate cash from operations and on its access to the capital markets. Veralto cannot guarantee that it will pay a dividend in the future or continue to pay any dividends if Veralto commences paying dividends.

Your percentage ownership in Veralto may be diluted in the future.

In the future, your percentage ownership in Veralto may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that Veralto will be granting to Veralto’s directors, officers and employees. In addition, following the distribution, Veralto’s employees will have rights to purchase or receive shares of Veralto common stock as a result of the conversion of their Danaher equity awards into Veralto equity awards. The conversion of these Danaher awards into Veralto awards is described in further detail in “Treatment of Outstanding Equity Awards at the Time of the Separation.” As of the date of this information statement, the exact number of shares of Veralto common stock that will be subject to the converted Veralto equity awards is not determinable, and, therefore, it is not possible to determine the extent to which your percentage ownership in Veralto could be diluted as a result of the conversion. It is anticipated that the Veralto Compensation Committee will grant additional equity awards to Veralto’s employees and directors after the distribution, from time to time, under Veralto’s employee benefits plans. These additional awards will have a dilutive effect on Veralto’s earnings per share, which could adversely affect the market price of Veralto’s common stock.

In addition, Veralto’s amended and restated certificate of incorporation will authorize Veralto to issue, without the approval of Veralto’s stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over Veralto common stock respecting dividends and distributions, as the Board generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Veralto common stock. For example, Veralto could grant the holders of preferred stock the right to elect some number of Veralto’s directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences that Veralto could assign to holders of preferred stock could affect the residual value of the common stock. Please refer to “Description of Veralto’s Capital Stock.”

Certain provisions in Veralto’s amended and restated 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.

Veralto’s amended and restated certificate of incorporation and amended and restated bylaws will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover

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bids and to encourage prospective acquirers to negotiate with the Board rather than to attempt an unsolicited takeover not approved by the Board. These provisions include, among others:

•the inability of Veralto’s stockholders to call a special meeting;

•the inability of Veralto’s stockholders to act by written consent;

•rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;

•the right of the Board to issue preferred stock without stockholder approval;

•the division of the Board into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult;

•a provision that stockholders may only remove directors with cause;

•the ability of Veralto’s directors, and not stockholders, to fill vacancies (including those resulting from an enlargement of the Board) on the Board; and

•the requirement that the affirmative vote of stockholders holding at least 66-2/3% of Veralto’s voting stock is required to amend Veralto’s amended and restated bylaws and certain provisions in Veralto’s amended and restated certificate of incorporation.

In addition, because Veralto has not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the “DGCL”), this provision could also delay or prevent a change of control that you may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. Danaher and its affiliates have been approved as an interested stockholder of ours and therefore are not subject to Section 203.

Veralto believes these provisions will protect its stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the Board and by providing the Board with more time to assess any acquisition proposal. These provisions are not intended to make Veralto immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the Board determines is not in the best interests of Veralto and Veralto’s stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

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Veralto’s amended and restated certificate of incorporation will designate the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by Veralto’s stockholders. Veralto’s amended and restated certificate of incorporation will further designate the federal district courts of the United States of the America as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These forum selection provisions could discourage lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders.

Veralto’s amended and restated certificate of incorporation will provide that, unless Veralto consents otherwise, the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of Veralto, any action asserting a claim of breach of a fiduciary duty owed by any of Veralto’s directors, officers, employees or stockholders to Veralto or Veralto’s stockholders, any action asserting a claim arising pursuant to any provision of the DGCL or Veralto’s amended and restated certificate of incorporation or bylaws, or any action asserting a claim governed by the internal affairs doctrine. We recognize that this forum selection clause may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Veralto’s amended restated certificate of incorporation will further provide that, unless Veralto consents otherwise, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

These exclusive forum provisions do not apply to actions arising under the Exchange Act or the rules and regulations thereunder. While the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum provision described above. Our stockholders will not be deemed to have waived compliance with the federal securities laws and the rules and regulations thereunder.

These forum selection provisions may limit the ability of Veralto’s stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with Veralto or Veralto’s directors or officers, which may discourage such lawsuits against Veralto and Veralto’s directors, officers, employees and stockholders, and such provision may also make it more expensive for Veralto’s stockholders to bring such claims. Alternatively, if a court were to find these exclusive forum provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, Veralto may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Veralto’s business and financial statements.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this information statement, in other documents Danaher and Veralto file with or furnish to the SEC, in press releases, webcasts, conference calls, materials delivered to Danaher stockholders and other communications, are “forward-looking statements” within the meaning of the United States 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, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, Veralto’s liquidity position or other financial measures; Veralto’s management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; the effects of the separation or the distribution, if consummated, on Veralto’s business; growth, declines and other trends in markets Veralto sells into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; 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,” “will,” “should,” “could,” “intend,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “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 Veralto’s 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 under “Risk Factors.”

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 information statement, document, press release, webcast, call, materials or other communication in which they are made. Except to the extent required by applicable law, neither Danaher nor Veralto assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

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DIVIDEND POLICY

We have not yet determined the extent to which we will pay any dividends on our common stock. The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of the Board. The Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our then existing debt agreements, industry practice, legal requirements and other factors that our Board deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations and on our access to the capital markets. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2023:

•on a historical basis; and

•on a pro forma basis to give effect to the Pro Forma Transactions, as defined in “Unaudited Pro Forma Combined Financial Statements.”

The information below is not necessarily indicative of what our cash and cash equivalents and capitalization would have been had the separation, distribution and related transactions been completed as of June 30, 2023. In addition, it is not indicative of our future cash and equivalents and capitalization. This table should be read in conjunction with “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Combined Condensed Financial Statements and notes thereto included elsewhere in this information statement (amounts in millions, except share data).

	As of June 30, 2023
	Historical		Pro Forma (unaudited)
Cash and cash equivalents (1)	$	—	$	250
Capitalization:
Total long-term debt	$	—	$	2,580
Equity:
Common stock ($0.01 par value per share); 1.0 billion shares authorized, 246.1 million shares issued and outstanding, pro forma (2)	—		2
Additional paid-in-capital	—		1,952
Net Parent investment (3)	4,207		—
Accumulated other comprehensive income (loss)	(926)		(926)
Noncontrolling interest	5		5
Total equity	3,286		1,033
Total capitalization	$	3,286	$	3,613

__________________

(1)In connection with the separation, the Company expects to have $250 million in cash and cash equivalents as reflected on the Company’s unaudited pro forma combined balance sheet.

(2)The number of Veralto pro forma shares issued and outstanding is based on the number of Parent common shares issued and outstanding as of June 30, 2023, assuming a distribution ratio of one share of Veralto common stock for every three shares of Parent common stock outstanding.

(3)Reflects the impact to Net Parent investment as a result of the anticipated post-distribution capital structure.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following Unaudited Pro Forma Combined Financial Statements consist of the unaudited pro forma combined statements of earnings for the year ended December 31, 2022 and the six-month period ended June 30, 2023 and an unaudited pro forma combined balance sheet as of June 30, 2023. The unaudited pro forma combined statement of earnings for the year ended December 31, 2022 was derived from the Company’s historical audited Combined Financial Statements for the year ended December 31, 2022 included in this information statement. The unaudited pro forma combined statement of earnings for six-month period ended June 30, 2023 and the unaudited pro forma combined balance sheet as of June 30, 2023 were derived from our unaudited Combined Condensed Financial Statements included in this information statement. The pro forma adjustments give effect to the separation and the related transactions, as described in the notes to the Unaudited Pro Forma Combined Financial Statements. The unaudited pro forma combined statements of earnings for the year ended December 31, 2022 and the six-month period ended June 30, 2023 give effect to the separation as if it had occurred on January 1, 2022, the first day of fiscal 2022. The unaudited pro forma combined balance sheet gives effect to the separation as if it had occurred on June 30, 2023, the Company’s latest balance sheet date. References in this section and in the following Unaudited Pro Forma Combined Financial Statements and the Company’s Combined Financial Statements and notes thereto included in this information statement to the “Company” or “Veralto” shall mean the Environmental & Applied Solutions segment of Danaher Corporation.

The Unaudited Pro Forma Combined Financial Statements have been prepared to reflect transaction accounting and autonomous entity adjustments to present the financial condition and results of operations as if the Company was a separate stand-alone entity. In addition, we have provided a presentation of management adjustments that management believes are necessary to enhance an understanding of the pro forma effects of the transaction. The Unaudited Pro Forma Combined Financial Statements have been adjusted to give effect to the following (collectively, the “Pro Forma Transactions”):

•The transfer to us from Parent and Parent affiliates of substantially all of the assets and liabilities of the Environmental & Applied Solutions business pursuant to the separation agreement in consideration for shares of our common stock and the Cash Distribution;

•The anticipated post-separation capital structure, including the issuance of approximately $2.6 billion of long-term debt at an estimated weighted average interest rate of 5.50%, additional details can be found in note (a) and under “Description of Certain Indebtedness”;

•The impact of the tax matters agreement to be entered into with Danaher in connection with the separation;

•The impact of the transition services agreements to be entered into with Danaher in connection with the separation (see “Certain Relationships and Related Person Transactions – Other Commercial Agreements”);

•The impact of certain commercial supply and license agreements expected to be entered into with Danaher in connection with the separation (see “Certain Relationships and Related Person Transactions”);

•Transaction and incremental costs expected to be incurred as an autonomous entity and specifically related to the separation;

•Other adjustments described in the notes to the Unaudited Pro Forma Combined Financial Statements; and

•Management adjustments which consist of reasonably estimated transaction effects expected to occur.

The Unaudited Pro Forma Combined Financial Statements were prepared in accordance with Article 11 of Regulations S-X.

The Unaudited Pro Forma Combined Financial Statements are subject to the assumptions and adjustments described in the accompanying notes. These Unaudited Pro Forma Combined Financial Statements are subject to change as Danaher and the Company finalize the terms of the separation agreement and other agreements and transactions related to the separation.

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In connection with the separation, the Company expects to enter into a transition services agreement with Danaher, pursuant to which Danaher will provide the Company with certain specified services on a temporary basis, including various information technology, financial and administrative services. The charges for the transition services generally are expected to allow Danaher to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the services, generally without profit. The adjustment for the transition services agreement is not expected to have a material impact on pro forma net earnings for the year ended December 31, 2022 or the six-month period ended June 30, 2023, since the historical combined statements of earnings for these periods already reflect Danaher’s existing allocations of costs for corporate services. Any incremental costs expected to be incurred from the transition services agreement are reflected as an autonomous entity adjustment.

The Unaudited Pro Forma Combined Financial Statements have been presented for informational purposes only. The pro forma information is not necessarily indicative of the Company’s results of operations or financial condition had the separation and the related transactions been completed on the dates assumed and should not be relied upon as a representation of the Company’s future performance.

The following Unaudited Pro Forma Combined Financial Statements should be read in conjunction with the historical Combined and Combined Condensed Financial Statements for the Company and MD&A and “Description of Certain Indebtedness” included in this information statement.

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VERALTO CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

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

	As of June 30, 2023
	Historical		Transaction Accounting Adjustments			Autonomous Entity Adjustments		Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	250	(a)	$	—	$	250
Trade accounts receivable, less allowance for doubtful accounts of $33	809		—			—		809
Inventories:
Finished goods	143		—			—		143
Work in process	49		—			—		49
Raw materials	141		—			—		141
Total Inventories	333		—			—		333
Prepaid expenses and other current assets	101		—			—		101
Total current assets	1,243		250			—		1,493
Property, plant and equipment, net of accumulated depreciation of $479	249		—			—		249
Other long-term assets	334		55		(c)	—		389
Goodwill	2,506		—			—		2,506
Other intangible assets, net	455		—			—		455
Total assets	$	4,787	$	305		$	—	$	5,092
LIABILITIES AND PARENT’S EQUITY
Current liabilities:
Trade accounts payable	$	392	$	—		$	—	$	392
Accrued expenses and other liabilities	618		(3)		(b)	—		615
Total current liabilities	1,010		(3)			—		1,007
Long-term debt	—		2,580		(d)	—		2,580
Other long-term liabilities	491		(19)		(b)	—		472
Equity:
Net Parent investment	4,207		(4,207)		(e)	—		—
Common stock, $0.01 par value	—		2		(e)	—		2
Additional paid-in capital	—		1,952		(e)	—		1,952
Retained earnings	—		—			—		—
Accumulated other comprehensive income (loss)	(926)		—			—		(926)
Total Shareholders’ equity	3,281		(2,253)			—		1,028
Noncontrolling interests	5		—			—		5
Total equity	3,286		(2,253)			—		1,033
Total liabilities and equity	$	4,787	$	305		$	—	$	5,092

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VERALTO CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS

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

	Six-Month Period Ended June 30, 2023
	Historical		Transaction Accounting Adjustments			Autonomous Entity Adjustments			Pro Forma
Sales	$	2,478	$	—		$	4	(i)	$	2,482
Cost of sales	(1,046)		—			—			(1,046)
Gross profit	1,432		—			4			1,436
Operating costs:
Selling, general and administrative expenses	(738)		—			(18)		(j)	(756)
Research and development expenses	(113)		—			—			(113)
Operating profit	581		—			(14)			567
Nonoperating income (expense):
Other income (expense), net	(14)		—			—			(14)
Interest expense	—		(73)		(f)	—			(73)
Earnings before income taxes	567		(73)			(14)			480
Income taxes	(133)		18		(g)	3		(k)	(112)
Net earnings	$	434	$	(55)		$	(11)		$	368
Net earnings per share:
Basic								(h)	$	1.51
Diluted								(h)	$	1.49
Average common stock and common equivalent shares outstanding:
Basic								(h)	244.5
Diluted								(h)	246.7

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VERALTO CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS

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

	Year Ended December 31, 2022
	Historical		Transaction Accounting Adjustments			Autonomous Entity Adjustments			Pro Forma
Sales	$	4,870	$	—		$	9	(i)	$	4,879
Cost of sales	(2,110)		—			—			(2,110)
Gross profit	2,760		—			9			2,769
Operating costs:
Selling, general and administrative expenses	(1,431)		—			(43)		(j)	(1,474)
Research and development expenses	(217)		—			—			(217)
Operating profit	1,112		—			(34)			1,078
Nonoperating income (expense):
Other income (expense), net	1		—			—			1
Interest expense	—		(146)		(f)	—			(146)
Earnings before income taxes	1,113		(146)			(34)			933
Income taxes	(268)		36		(g)	8		(k)	(224)
Net earnings	$	845	$	(110)		$	(26)		$	709
Net earnings per share:
Basic								(h)	$	2.93
Diluted								(h)	$	2.89
Average common stock and common equivalent shares outstanding:
Basic								(h)	241.7
Diluted								(h)	245.7

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

For further information regarding the historical Combined Financial Statements of Veralto, please refer to the Combined and Combined Condensed Financial Statements and the notes thereto in this information statement. The unaudited pro forma combined balance sheet as of June 30, 2023 and unaudited pro forma combined statement of earnings for the year ended December 31, 2022 and the six-month period ended June 30, 2023, include adjustments related to the following:

Transaction Accounting Adjustments:

(a)Reflects a pro forma adjustment to cash calculated as follows (in millions):

Net proceeds from senior unsecured notes	$	2,580
Unremitted cash held by Veralto at June 30, 2023	329
Less: Distribution of net proceeds from senior unsecured notes to Parent	(2,659)
Total pro forma adjustment	$	250

In connection with the separation, Parent will transfer to Veralto certain cash balances. The ultimate amount of net cash that Parent will transfer to Veralto will be determined by Parent prior to the date of separation.

(b)Reflects adjustments of $29 million ($22 million, net of tax impact) for certain liabilities related to the Veralto deferred compensation plans which represent the value of Parent common stock interests held by Veralto participants that will be converted into interests in Veralto Corporation common stock in connection with the separation.

(c)Reflects indemnification asset of $55 million associated with Parent’s retention of certain net tax liabilities of Veralto that are subject to joint and several liabilities with Parent in accordance with the tax matters agreement.

(d)Reflects approximately $2.6 billion of estimated proceeds from the senior unsecured notes expected to be incurred in connection with the separation, net of approximately $20 million in estimated financing costs. Proceeds from these anticipated borrowings and available cash are expected to be used to fund a dividend payment to Parent of approximately $2.7 billion in connection with the separation.

(e)Reflects the elimination of Parent’s net investment (including the adjustments described above) as a result of the anticipated post-separation capital structure. As of the separation date, the net Parent investment in Veralto after reflecting the impact of the dividend payment to Parent (note (d)) will be adjusted to reflect the distribution of Veralto common stock to Parent stockholders. Veralto’s common stock account reflects an adjustment for the par value of the anticipated approximately 246.1 million outstanding shares of Veralto common stock, par value of $0.01 per share, expected to be issued upon separation. Veralto’s additional paid-in capital account reflects an adjustment related to the reclassification of Parent’s net investment in Veralto. The Company has assumed the number of outstanding shares of Veralto’s common stock based on 738.2 million shares of Danaher common stock outstanding as of June 30, 2023 and assumed a distribution of all of the outstanding shares of Veralto’s common stock to Danaher’s stockholders, on the basis of one share of Veralto’s common stock for every three shares of Danaher common stock. The actual number of shares issued will not be known until the record date for the spin-off.

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The adjustment to additional paid-in capital resulting from the separation is calculated as follows ($ and shares in millions):

Distribution of net proceeds from senior unsecured notes to Parent (1)	$	(2,659)
Contribution of assets from Parent (2)	384
Reclassification of deferred compensation liabilities to additional paid-in capital	22
246.1 million shares of common stock ($0.01 par value) issued and outstanding	(2)
Reclassification of Parent’s net investment to additional paid-in capital	4,207
Total pro forma adjustment	$	1,952

____________

(1)The total proceeds from the senior unsecured notes and certain cash balances will be paid to Parent. This represents the adjustment to reflect the distribution of an amount of cash equal to substantially all of the proceeds from senior unsecured notes Veralto received.

(2)Reflects the cash balances and tax indemnification asset that will transfer to Veralto upon separation.

(f)Reflects estimated interest expense of $146 million for the year ended December 31, 2022 and $73 million for the six-month period ended June 30, 2023 related to the anticipated borrowings to be incurred in connection with the separation reflecting an estimated average borrowing cost of approximately 5.50% per annum.

(g)Reflects the income tax impact of the transaction pro forma adjustments for the year ended December 31, 2022 and the six-month period ended June 30, 2023. This adjustment was calculated by applying the statutory federal income tax rate of 21.0% and state income tax rate, net of federal benefit, of 3.5% to the pre-tax pro forma adjustments. The applicable tax rates could be impacted (either higher or lower) depending on certain factors subsequent to the separation including the legal entity structure implemented and may be materially different from the pro forma results.

(h)The number of Veralto shares used to compute pro forma basic and diluted earnings per share is based on the number of shares of Veralto common stock assumed to be outstanding, based on the number of Parent common shares used for determination of Parent’s basic and diluted earnings per share on December 31, 2022 and the six-month period ended June 30, 2023, assuming a distribution ratio of one share of Veralto common stock for every three shares of Parent common stock outstanding. This calculation does not take into account the dilutive effect that will result from the issuance of Veralto stock-based compensation awards in connection with the adjustment and conversion of outstanding Parent stock-based compensation awards held by Veralto employees or the grant of new Veralto stock-based compensation awards. The number of dilutive shares of Veralto common stock underlying Veralto’s stock-based compensation awards issued in connection with the adjustment and conversion of outstanding Parent stock-based compensation awards will not be determined until after the distribution date.

Autonomous Entity Adjustments:

(i)Reflects the impact of commercial supply and license agreements Veralto and Danaher expect to enter into in connection with the separation. The increase in sales of $4 million and $9 million for the six-month period ended June 30, 2023 and for the year ended December 31, 2022, respectively, reflects the impacts of the commercial pricing in the agreement applied to historical purchases of goods and services by the Parent from Veralto.

(j)Reflects the impact of new lease agreements for corporate offices and the net impact of new compensation agreements for current executives of Veralto and incremental employees of Veralto. The lease adjustment recognizes incremental rent expense of $1 million for both the year ended December 31, 2022 and the six-month period ended June 30, 2023.

As a separate public company, Veralto expects to incur certain additional costs including costs resulting from the separation and establishment of Veralto as a separate company primarily related to incremental full-time employees associated with business support functions that were previously shared with Danaher.

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Accordingly, the pro forma condensed combined financial statements have been adjusted to depict the Company as an autonomous entity. As a result, for the year ended December 31, 2022 and the six-month period ended June 30, 2023, Veralto expects to incur approximately $42 million and $17 million of expenses, respectively, in addition to Danaher’s corporate costs allocated in the historical combined financial statements related to the incremental full-time employees and the new compensation agreements for current executives of Veralto. The additional resources required by Veralto have been identified based on the anticipated corporate support structure of the Company post-spin. Where additional resource needs were identified, they were addressed through planned or actual external hiring. However, actual additional costs that will be incurred could differ from these estimates and would depend on several factors, including the economic environment and strategic decisions made in areas such as selling and marketing, finance and information technology.

(k)Reflects the income tax impact of the autonomous entity pro forma adjustments for the year ended December 31, 2022 and the six-month period ended June 30, 2023. This adjustment was calculated by applying the statutory federal income tax rate of 21.0% and state income tax rate, net of federal benefit, of 3.5% to the pre-tax pro forma adjustments. The applicable tax rates could be impacted (either higher or lower) depending on certain factors subsequent to the separation including the legal entity structure implemented and may be materially different from the pro forma results.

Management Adjustments:

The Company has elected to present management adjustments to the pro forma financial information and included all adjustments necessary for a fair statement of such information. As a separate public company, Veralto expects to incur incremental costs within certain corporate functions including finance, tax, legal, human resources and other general and administrative related functions. The Company received the benefit of economies of scale as a segment within the Parent, however, in establishing these functions independently, the expenses will be higher than the prior corporate allocation from Parent.

As a separate public company, Veralto expects to incur certain costs reflected in the autonomous entity adjustments and described in note (j) above, including costs resulting from recurring and ongoing corporate governance costs, including board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and stock exchange fees. The Company expects to incur these costs beginning at the spin-off.

The Company estimated that it would incur approximately $27 million and $14 million of total incremental expenses for the year ended December 31, 2022 and for the six-month period ended June 30, 2023, respectively.

The Company estimated these additional expenses by assessing the resources and associated recurring costs each function (e.g., finance, information technology, human resources, etc.) will require to stand up and operate as part of a separate publicly traded company. The Company expects to address any required resources incremental to the services provided by Danaher under the transition services agreement through additional hiring or incremental vendor and other third-party services spend.

The additional expenses have been estimated based on assumptions that our management believes are reasonable. However, actual additional costs that will be incurred could differ from these estimates and would depend on several factors, including the economic environment, results of contractual negotiations with third party vendors, ability to execute on proposed separation plans and strategic decisions made in areas such as manufacturing, selling and marketing, research and development, information technology and infrastructures. In addition, adverse effects and limitations including those discussed in the section entitled “Risk Factors” to this document may impact actual costs incurred. The Company may also decide to increase or reduce resources or invest more heavily in certain areas in the future, which may result in further differences between management’s estimates and actual costs incurred in the future.

These management adjustments include forward-looking information that is subject to the safe harbor protections of the Exchange Act. The tax effect has been determined by applying the respective statutory tax rates to the aforementioned adjustments in jurisdictions where valuation allowances were not required.

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For the six-month period ended June 30, 2023:

($ in millions except per share amounts)	Net income		Basic earnings per share		Diluted earnings per share
Unaudited pro forma combined net earnings*	$	368	$	1.51	$	1.49
Management adjustments	(14)		(0.06)		(0.06)
Tax effect	3		0.01		0.01
Unaudited pro forma combined net earnings after management adjustments	$	357	$	1.46	$	1.45	(a)
Weighted average number of common shares outstanding
Basic	244.5
Diluted	246.7

_________________

*As shown in the unaudited pro forma combined statement of earnings

(a)    Net earnings per share amounts do not sum due to rounding

For the year ended December 31, 2022:

($ in millions except per share amounts)	Net income		Basic earnings per share		Diluted earnings per share
Unaudited pro forma combined net earnings*	$	709	$	2.93	$	2.89
Management adjustments	(27)		(0.11)		(0.11)
Tax effect	7		0.03		0.03
Unaudited pro forma combined net earnings after management adjustments	$	689	$	2.85	$	2.80	(a)
Weighted average number of common shares outstanding
Basic	241.7
Diluted	245.7

_________________

*As shown in the unaudited pro forma combined statement of earnings

(a)    Net earnings per share amounts do not sum due to rounding

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Veralto” or the “Company” shall mean the businesses comprising Danaher Corporation’s (“Danaher” or “Parent”) Environmental & Applied Solutions segment. Veralto Corporation has engaged in no business activities to date and it has no assets or liabilities of any kind, other than those incident to its formation.

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. You should read the following discussion in conjunction with the “Unaudited Pro Forma Combined Financial Statements,” the Company’s Combined Financial Statements and notes thereto and the section entitled “Business” included in this information statement. The Company’s MD&A is divided into the following seven sections:

•Basis of Presentation;

•Overview;

•Results of Operations;

•Financial Instruments and Risk Management;

•Liquidity and Capital Resources;

•Critical Accounting Estimates; and

•New Accounting Standards.

BASIS OF PRESENTATION

The accompanying Combined Financial Statements present the historical financial position, results of operations, changes in Danaher’s equity and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the preparation of carved-out Combined Financial Statements.

The Company has historically operated as part of Danaher and not as a stand-alone company. The financial statementshave been derived from Danaher’s historical accounting records and are presented on a carve-out basis. All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company are included as a component of the financial statements. The financial statements also include allocations of certain general, administrative, and sales and marketing expenses from Danaher’s corporate office and from other Danaher businesses to the Company. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Danaher. Related party allocations, including the method for such allocation, are discussed further in Note 14 of the Notes to the audited Combined Financial Statements.

As part of Danaher, the Company is dependent upon Danaher for all of its working capital and financing requirements as Danaher uses a centralized approach to cash management and financing of its operations. Financial transactions relating to the Company are accounted for through the Company’s “net Parent investment” account. Accordingly, none of Danaher’s cash, cash equivalents or debt at the corporate level has been assigned to the Company in the financial statements.

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The Company’s business consists of two segments: Water Quality and Product Quality & Innovation. For additional details regarding these businesses, please refer to the section titled “Business” included in this information statement.

OVERVIEW

General

Refer to “Business” for a discussion of the Company’s strategic objectives and methodologies for delivering long-term stockholder value.

Business Overview

The Company’s unifying purpose is Safeguarding the World’s Most Vital Resources. Our diverse group of associates and leading operating companies provide 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. For decades, the Company has used its 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 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. Upon the separation, Veralto will be headquartered in Waltham, Massachusetts with a workforce of approximately 16,000 associates strategically located in more than 45 countries.

The Company operates through two segments – Water Quality (“WQ”) and Product Quality & Innovation (“PQI”). The Company’s businesses within these segments have strong globally recognized brands as a result of its leadership in served markets over several decades. Through WQ, the Company improves the quality and reliability of water through leading brands including Hach, Trojan Technologies and ChemTreat. Through PQI, the Company promotes consumer trust in products and help enable product innovation through leading brands including Videojet, Linx, Esko, X-Rite and Pantone. The Company believes its leading positions result from the strength of our commercial organizations, our legacy of innovation, and our close and long-term connectivity to its 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 the Company’s customers. As a result, the Company’s business generates recurring sales which represented approximately 59% of total sales during the year ended December 31, 2022. The Company’s business model also supports a strong margin profile with limited capital expenditure requirements and has generated attractive cash flows. The Company believes these attributes allow it to deliver financial performance that is resilient across economic cycles.

We also believe that Veralto’s history with the Danaher Business System (“DBS”) provides the Company with a strong foundation for competitive differentiation. DBS is a business management system that consists of a philosophy, processes and tools that guide what Danaher does and measure how well Danaher executes, grounded in a culture of continuous improvement. The DBS processes and tools are organized around the areas of Lean, Growth and Leadership, and are rooted in foundational tools known as the DBS Fundamentals, which are relevant to every associate and business function. The DBS Fundamentals are focused on core competencies such as using visual representations of processes to identify inefficiencies, defining and solving problems in a structured way, and continuously improving processes to drive consistent execution.

Members of the team that will serve as Veralto management have served as Danaher leaders and have been integral to the evolution of DBS. For example, Veralto’s President and Chief Executive Officer has practiced and championed DBS in multiple operating companies across multiple geographies and industries since 1999 and has contributed meaningfully to the evolution of DBS over that period. Veralto’s Senior Vice President, Water Quality previously led the Danaher Business System Office, which bears central responsibility for stewardship of the DBS processes and tools and development of DBS practitioners who support the operating companies and train business

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leaders in the application of DBS. Many of the other Danaher associates who will become Veralto senior leaders have years of experience practicing DBS and deploying it in their particular businesses and functions.

Danaher will license to Veralto the DBS tools and processes as they exist at the separation. Following the separation, Veralto will use and evolve those tools and processes as the Veralto Enterprise System (“VES”). We expect to use 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 approximately 80 businesses over more than two decades.

Business Performance

Sales for the six-month period ended June 30, 2023 increased 3.0% as compared to the comparable period of 2022. Core sales increased 4.0%, as compared to the comparable period of 2022, primarily driven by core sales in the Water Quality segment. Acquisitions, net of divestitures contributed 0.5% to the increase in sales and the impact of currency translation decreased reported sales 1.5%. The Company’s continued investments in sales growth initiatives and the other business-specific factors referenced below contributed to core sales growth. For the definition of “core sales,” refer to “—Non-GAAP Financial Measures” below.

Geographically, the Company’s reported sales in the six-month period ended June 30, 2023 in developed markets increased year-over-year by 4.0% driven by increased sales of 4.5% both in North America and Western Europe. For the same period, core sales in developed markets increased 4.5% driven by an increase in core sales of 4.5% in both North America and Western Europe. Reported sales in high-growth markets remained flat year over year, due primarily to declines in China of 8.5% and the suspension of sales to Russia beginning in the first quarter of 2022, offset by increased reported sales in Latin America of 6.5%. For the same period, core sales in high-growth markets increased 3.0% as core sales increased 6.0% in Latin America partially offset by a core sales decline of 3.0% in China and the suspension of shipments to Russia. High-growth markets represented approximately 28% of the Company’s total reported sales during the six-month period ended June 30, 2023. For additional information regarding the Company’s reported sales by geographical region during the six-month periods ended June 30, 2023 and July 1, 2022, refer to Note 2 to the accompanying Quarterly Combined Condensed Financial Statements.

The Company’s net earnings for the six-month period ended June 30, 2023 totaled $434 million, compared to $411 million for the six-month period ended July 1, 2022. The increase in net earnings during the six-month period ended June 30, 2023 as compared to the comparable period in 2022 was driven by increased revenues, partially offset by the adverse impact of foreign exchange rates during the six-month period ended June 30, 2023 as compared to the comparable period in 2022. Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings for the six-month period ended June 30, 2023.

Sales for the year ended December 31, 2022 increased 3.5% as compared to 2021. The impact of currency translation decreased reported sales 4.0% and divestitures, net of acquisitions decreased reported sales by 0.5%. Core sales increased 8.0% in 2022 compared to 2021. The Company’s continued investments in sales growth initiatives and the other business-specific factors referenced below contributed to core sales growth.

Geographically, the Company’s reported sales for the year ended December 31, 2022 in developed markets increased year-over-year by 5.0%, as increased reported sales in North America of 10.0% more than offset the impact of currency translation on reported sales in Western Europe, which declined 3.5%. For the same period, core sales in developed markets grew 10.5% and were driven by North America and Western Europe, which increased 11.0% and 9.0%, respectively. Reported sales in high-growth markets were flat in 2022 as compared to 2021, as the impact of currency translation and the loss of revenue resulting from the suspension of sales to Russia offset increased sales in Latin America, which increased 10.0%. For the same period, core sales in high-growth markets grew 4.5%, led by increased core sales of 12.5% in Latin America, partially offset by the loss of revenue resulting from the suspension of shipments to Russia. High-growth markets represented approximately 29% of the Company’s total reported sales in 2022. For additional information regarding the Company’s reported sales by geographical region, refer to Note 3 to the audited Combined Financial Statements.

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The Company’s net earnings for the year ended December 31, 2022 totaled $845 million, compared to $861 million for the year ended December 31, 2021. The decrease in net earnings in 2022 as compared to 2021 was driven by a higher effective tax rate in 2022 driven by lower discrete tax benefits in 2022 compared to 2021, partially offset by increased operating profit driven by the increase in revenues. Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings for the year ended December 31, 2022.

For a discussion of the impact of supply chain disruptions, labor availability constraints and increased labor costs on our businesses in 2022, refer to section titled “Business – Materials.” For a discussion of the impact of the Russia-Ukraine conflict on our businesses in 2022, refer to section titled “Business – Russia-Ukraine Conflict.”

The COVID-19 Pandemic

Overall, while conditions related to the COVID-19 pandemic generally have improved in 2023 compared to 2022 (including the announcement on April 10, 2023 that the U.S. public health emergency related to COVID-19 ended), conditions vary by geography. In response to COVID-19 evolving to an endemic status, the Company continues to review and adjust its cost structure.

For additional information on the risks of COVID-19 to the Company’s operations, refer to the section titled “Risk Factors” included in this information statement.

Acquisitions

The Company’s growth strategy contemplates future acquisitions. The Company’s operations and results can be affected by the rate and extent to which appropriate acquisition opportunities are available, acquired businesses are effectively integrated and anticipated synergies or cost savings are achieved.

There were no business acquisitions during the six-month period ended June 30, 2023.

During 2022, the Company acquired three businesses for a total consideration of $55 million in cash, net of cash acquired and recorded goodwill and intangible assets of $38 million and $18 million, respectively. The businesses acquired complement existing units of the Company’s Product Quality & Innovation segment.

During 2021, the Company acquired two businesses for total consideration of $60 million in cash, net of cash acquired and recorded goodwill and intangible assets of $48 million and $12 million, respectively. The businesses acquired complement existing units of both of the Company’s segments.

During 2020, the Company acquired two businesses for total consideration of $121 million in cash, net of cash acquired and recorded goodwill and intangible assets of $111 million and $20 million, respectively. The businesses acquired complement existing units of the Company’s Water Quality segment.

Public Company Expenses

As a result of this offering, we will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. We will have additional procedures and practices to establish as a separate publicly traded company. As a result, we will incur additional costs, including corporate governance, internal audit, investor relations, stock administration and regulatory compliance costs.

Non-GAAP Financial Measures

In this information statement, references to the non-GAAP financial measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales from continuing operations calculated according to GAAP but excluding sales from acquired businesses (as defined below) 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

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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 businesses (as defined above, as applicable)) and the period-to-period change in revenue (excluding sales from acquired 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. 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 U.S. GAAP. Investors are encouraged to review the reconciliation of each non-GAAP financial measure to its most directly comparable U.S. GAAP financial measure.

Cash Flow, Free Cash Flow and Free Cash Flow to Net Earnings Conversion Ratio

The non-GAAP performance measures free cash flow and free cash flow to net earnings conversion ratio are included in this information statement because they help investors understand Veralto’s ability to generate cash without external financings, strengthen its balance sheet, invest in its business and grow its business through acquisitions and other strategic opportunities (although a limitation of free cash flow is that it does not take into account non-discretionary expenditures, and as a result the entire free cash flow amount is not necessarily available for discretionary expenditures). Additionally, the free cash flow measures are used as a measure of performance in the Parent’s executive compensation program. With respect to the free cash flow measures, we exclude payments for additions to property, plant and equipment (net of the proceeds from capital disposals) to demonstrate the amount of operating cash flow for the period that remains after accounting for the Company’s capital expenditure requirements.

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The following table sets forth a reconciliation of cash provided by operating activities, the most directly comparable U.S. GAAP financial measure, to free cash flow and the operating cash flow to net earnings ratio to free cash flow to net earnings ratio.

	Six Months Ended				Year Ended December 31
($ in millions)	June 30, 2023		July 1, 2022		2022		2021		2020
Total Cash Flows:
Total cash provided by operating activities (GAAP)	$	457	$	276	$	870	$	896	$	1,001
Total cash used in investing activities (GAAP)	$	(19)	$	(34)	$	(89)	$	(97)	$	(157)
Total cash used in financing activities (GAAP)	$	(438)	$	(242)	$	(781)	$	(799)	$	(844)
Free Cash Flow:
Total cash provided by operating activities (GAAP)	$	457	$	276	$	870	$	896	$	1,001
Less: payments for additions to property, plant & equipment (capital expenditures) (GAAP)	(21)		(20)		(34)		(54)		(36)
Plus: proceeds from sales of property, plant & equipment (capital disposals) (GAAP)	2		—		—		—		—
Free cash flow (non-GAAP)	$	438	$	256	$	836	$	842	$	965
Operating Cash Flow to Net Earnings Ratio (GAAP):
Total cash provided by operating activities (GAAP)	$	457	$	276	$	870	$	896	$	1,001
Net earnings (GAAP)	$	434	$	411	$	845	$	861	$	724
Operating cash flow to net earnings conversion ratio	1.05		0.67		1.03		1.04		1.38
Free Cash Flow to Net Earnings Ratio (non-GAAP):
Free cash flow from above (non-GAAP)	$	438	$	256	$	836	$	842	$	965
Net earnings (GAAP)	$	434	$	411	$	845	$	861	$	724
Free cash flow to net earnings conversion ratio (non-GAAP)	1.01		0.62		0.99		0.98		1.33

RESULTS OF OPERATIONS

Throughout this discussion, references to sales growth or decline refer to the impact of both price and unit sales and references to productivity improvements generally refer to improved cost efficiencies resulting from the ongoing application of DBS.

The following discussion and analysis of our combined statements of earnings should be read together with our Combined Financial Statements included elsewhere in this information statement, which reflect the results of operations of the business compromising Danaher’s Environmental & Applied Solutions segment to be transferred to us. For more information on the combined basis of preparation, see Note 1 to our audited Combined Financial Statements elsewhere in this information statement.

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Sales Growth and Core Sales Growth

	Six-Month Period Ended June 30, 2023 vs. Comparable 2022 Period		2022 vs 2021		2021 vs 2020
Total sales growth (GAAP)	3.0	%	3.5	%	8.0	%
Impact of:
Acquisitions/divestitures	(0.5)	%	0.5	%	1.5	%
Currency exchange rates	1.5	%	4.0	%	(1.5)	%
Core sales growth (non-GAAP)	4.0	%	8.0	%	8.0	%

Six-Month Period Ended June 30, 2023 Compared to the Six-Month Period Ended July 1, 2022

Total sales increased 3.0% on a year-over-year basis for the six-month period ended June 30, 2023, primarily as a result of core sales growth driven by the factors discussed in the Business Performance section above and the discussion below by segment and by an increase in sales attributable to acquisitions, net of divestitures. The impact of currency translation decreased reported sales by 1.5% on a year-over-year basis, primarily due to the unfavorable impact of the strengthening of the U.S. dollar against most major currencies in 2023.

Operating profit margins were 23.4% for the six-month period ended June 30, 2023 as compared to 22.2% for the comparable period of 2022. The following factors favorably impacted year-over-year operating profit margin comparisons:

•Higher first half 2023 core sales and incremental year-over-year cost savings associated with restructuring and continuing productivity improvement initiatives, net of the impact of product mix and incremental year-over-year costs associated with material and labor and sales and marketing growth initiatives - 90 basis points

•Second quarter 2022 impairment charges related to customer relationships, net of second quarter 2023 impairment charge related to technology and customer relationships - 15 basis points

•The incremental net accretive effect in 2023 of acquired businesses - 10 basis points

•First half 2022 impairments of accounts receivable and inventory in Russia - 5 basis points

2022 Compared to 2021

Total sales increased 3.5% on a year-over-year basis in 2022 primarily as a result of core sales growth driven by the factors discussed below by segment, partially offset by a decrease in sales attributable to divestitures, net of acquisitions. The impact of currency translation decreased reported sales by 4.0% on a year-over-year basis in 2022, primarily due to the unfavorable impact of the strengthening of the U.S. dollar against most other major currencies in 2022.

Operating profit margins were 22.8% for the year ended December 31, 2022 as compared to 22.1% in 2021. The following factors impacted year-over-year operating profit margin comparisons.

2022 vs. 2021 operating profit margin comparisons were favorably impacted by:

•Higher 2022 core sales and incrementally lower year-over-year costs associated with various new product development initiatives, net of the impact of product mix, incremental year-over-year costs associated with material, transportation and labor and restructuring and continuing productivity improvement initiatives and incremental year-over-year costs for sales, service and marketing growth investments - 75 basis points

•The incremental net accretive effect in 2022 of acquired businesses and product line dispositions which did not qualify as discontinued operations - 20 basis points

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2022 vs. 2021 operating profit margin comparisons were unfavorably impacted by:

•Second quarter 2022 impairment charge related to technology and customer relationships in the Water Quality segment - 20 basis points

•2022 impairments of accounts receivable and inventory in Russia - 5 basis points

2021 Compared to 2020

Total sales increased 8.0% on a year-over-year basis in 2021 primarily as a result of an increase in core sales resulting from the factors discussed below by segment, partially offset by a decrease in sales attributable to divestitures, net of acquisitions. The impact of currency translation increased reported sales by 1.5% on a year-over-year basis in 2021 primarily due to the favorable impact of the weakening of the U.S. dollar against most other major currencies in 2021.

Operating profit margins were 22.1% for the year ended December 31, 2021 as compared to 21.9% in 2020. The following factors impacted year-over-year operating profit margin comparisons:

2021 vs. 2020 operating profit margin comparisons were favorably impacted by:

•Impairment charges related to trade names and other intangible assets in 2020 in the Product Quality & Innovationsegment - 40 basis points

2021 vs. 2020 operating profit margin comparisons were unfavorably impacted by:

•Incremental year-over-year costs associated with sales, service and marketing growth investments and incremental year-over-year material and labor costs, net of higher 2021 core sales volumes, incremental year-over-year cost savings associated with continuing productivity improvement initiatives and the impact of currency exchange rates in 2021 - 20 basis points

Business Segments

Sales by business segment were as follows ($ in millions):

	Six-Month Period Ended				Year Ended December 31
	June 30, 2023		July 1, 2022		2022		2021		2020
Water Quality	$	1,485	$	1,390	$	2,887	$	2,669	$	2,487
Product Quality & Innovation	993		1,013		1,983		2,031		1,861
Total	$	2,478	$	2,403	$	4,870	$	4,700	$	4,348

For information regarding the Company’s sales by geographical region, refer to Note 3 to the audited Combined Financial Statements.

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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 residential, commercial, municipal, industrial, research and natural resource applications.

Water Quality Selected Financial Data

	Six-Month Period Ended				Year Ended December 31
($ in millions)	June 30, 2023		July 1, 2022		2022		2021		2020
Sales	$	1,485	$	1,390	$	2,887	$	2,669	$	2,487
Operating profit	348		300		668		584		573
Depreciation	12		13		24		27		28
Amortization	10		12		22		27		27
Operating profit as a % of sales	23.4%		21.6%		23.1%		21.9%		23.0%
Depreciation as a % of sales	0.8%		0.9%		0.8%		1.0%		1.1%
Amortization as a % of sales	0.7%		0.9%		0.8%		1.0%		1.1%

Sales Growth and Core Sales Growth

	Six-Month Period Ended June 30, 2023 vs. Comparable 2022 Period		2022 vs. 2021		2021 vs. 2020
Total sales growth (GAAP)	7.0	%	8.0	%	7.5	%
Impact of:
Acquisitions/divestitures	—	%	—	%	(1.0)	%
Currency exchange rates	1.0	%	3.5	%	(1.5)	%
Core sales growth (non-GAAP)	8.0	%	11.5	%	5.0	%

Six-Month Period Ended June 30, 2023 Compared to the Six-Month Period Ended July 1, 2022

For the six-month period ended June 30, 2023, total Water Quality segment sales increased 7.0%, primarily as a result of core sales growth driven by the factors discussed below. Additionally, currency translation decreased reported sales 1.0% for the six-month period ended June 30, 2023. Geographically, the year-over-year increase in reported sales was driven by North America, Western Europe and the high-growth markets, which increased 7.5%, 6.5% and 6.5%, respectively.

Price increases in the segment contributed 6.5% to sales growth on a year-over-year basis for the six-month period ended June 30, 2023, as compared to the comparable period in 2022 and are reflected as a component of the change in core sales growth.

Core sales in the Water Quality segment increased 8.0% year-over-year during the six-month period ended June 30, 2023 compared to the comparable period of 2022. Geographically, the year-over-year increase in core sales was driven by North America, Western Europe and the high-growth markets, which increased 8.0%, 7.5% and 9.0%, respectively. The increase in core sales was driven primarily by the analytical instrumentation product line, and to a lesser extent by the chemical treatment solutions product line. Year-over-year core sales in the analytical instrumentation product line increased 7.5%, driven by the industrial and municipal end-markets in the developed markets and the high-growth markets. Core sales in the business’ chemical treatment solutions product line increased 11.5% year-over-year as a result of increased core sales across most major served end-markets. Core sales in the ultraviolet water disinfection business increased 2.0% in 2022, driven primarily by the municipal end-market and to a lesser extent by the industrial end-market.

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Operating profit margins were 23.4% for the six-month period ended June 30, 2023 as compared to 21.6% for the six-month period ended July 1, 2022. The following factors favorably impacted year-over-year operating profit margin comparisons:

•Higher first half 2023 core sales and incremental year-over-year cost savings associated with restructuring and continuing productivity improvement initiatives, net of the impact of product mix and incremental year-over-year costs associated with material and labor and sales and marketing growth initiatives - 120 basis points

•Second quarter 2022 impairment charges related to technology and customer relationships - 60 basis points

2022 Compared to 2021

In 2022, total Water Quality segment sales increased 8.0%, primarily as a result of core sales growth, which refers to the impact of both price and unit sales, driven by the factors discussed below. Additionally, the impact of currency translation decreased reported sales 3.5% in 2022. Geographically, the increase in reported sales was driven by North America, which increased 13.0%.

Price increases in the segment contributed 9.5% to sales growth on a year-over-year basis during 2022 as compared with 2021 and are reflected as a component of the change in core sales growth.

Core sales in the Water Quality segment increased 11.5% year-over-year compared to the comparable period of 2021. Geographically, the year-over-year increase in core sales was driven by North America, Western Europe and the high-growth markets, which increased 13.5%, 13.5% and 8.0%, respectively. The increase in core sales was driven primarily by the analytical instrumentation business and to a lesser extent by the chemical treatment solutions business. In addition, the ultraviolet water disinfection business modestly contributed to segment core growth. Year-over-year core sales in the analytical instrumentation business increased 11.5% driven primarily by higher core sales in the municipal end-market and to a lesser extent the industrial end-market. Core sales in the chemical treatment solutions business increased 15.0% as a result of higher core sales across all major served end-markets. Core sales in the ultraviolet water disinfection business increased 7.5% in 2022, driven primarily by the municipal end-market and to a lesser extent by the industrial end-market.

Operating profit margins were 23.1% for the year ended December 31, 2022 as compared to 21.9% in 2021. The following factors impacted year-over-year operating profit margin comparisons:

2022 vs. 2021 operating profit margin comparisons were favorably impacted by:

•Higher 2022 core sales, incremental year-over-year cost savings associated with continuing productivity improvement initiatives and incrementally lower year-over-year costs associated with various new product development initiatives, net of the impact of product mix, incremental year-over-year costs associated with material, transportation and labor, incremental year-over-year costs for sales, service and marketing growth investments - 155 basis points

2022 vs. 2021 operating profit margin comparisons were unfavorably impacted by:

•Second quarter 2022 impairment charge related to technology and customer relationships - 30 basis points

•The incremental net dilutive effect in 2022 of acquired businesses - 5 basis points

Depreciation as a percentage of sales decreased in 2022 as compared with 2021 primarily as a result of the increase in sales and the impact of currency exchange rates in 2022. Amortization of intangible assets as a percentage of sales decreased in 2022 as compared with 2021 primarily as a result of certain intangible assets becoming fully amortized in 2022 and the impairment of an intangible asset in 2022.

2021 Compared to 2020

In 2021, total Water Quality segment sales increased 7.5%, primarily as a result of core sales growth, which

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refers to the impact of both price and unit sales, driven by the factors discussed below. Additionally, acquisitions increased reported sales by 1.0% in 2021 and the impact of currency translation increased reported sales 1.5% in 2021, primarily due to the favorable impact of the weakening of the U.S. dollar in 2021 compared to 2020. Geographically, the increase in reported sales was driven by North America, Western Europe and the high-growth markets, which increased 7.0%, 6.5% and 8.5%, respectively.

Price increases in the segment contributed 1.5% to sales growth on a year-over-year basis during 2021 as compared with 2020 and are reflected as a component of the change in core sales growth.

During 2021, Water Quality core sales increased 5.0% year-over-year as a result of increased core sales of consumables and equipment, driven in part by the recovery from the decline in equipment demand in 2020 as a result of the COVID-19 pandemic. Geographically, the increase in core sales was driven by North America and the high-growth markets, which increased 6.0% and 5.5%, respectively. The year-over-year increase in core sales was driven primarily by the analytical instrumentation business and to a lesser extent by the chemical treatment solutions business. In addition, the ultraviolet water disinfection business modestly contributed to segment core growth. Year-over-year core sales in the analytical instrumentation business increased 4.5% driven primarily by demand in both the municipal and industrial end-markets. Core sales in the chemical treatment solutions business increased 5.5% as a result of broad-based demand across most major served end-markets Core sales in the ultraviolet water disinfection business increased 7.0% in 2021, driven primarily by the municipal end-market followed by the industrial and residential end-markets, in order of significance.

Operating profit margins were 21.9% for the year ended December 31, 2021 as compared to 23.0% in 2020. The following factors unfavorably impacted year-over-year operating margin comparisons:

•Incremental year-over-year costs associated with sales, service and marketing growth investments and incremental year-over-year material, transportation and labor costs, net of higher 2021 core sales volumes, incremental year-over-year cost savings associated with continuing productivity improvement initiatives and the impact of currency exchange rates in 2021 - 80 basis points

•The incremental net dilutive effect in 2021 of acquired businesses - 30 basis points

PRODUCT QUALITY & INNOVATION

The Company’s Product Quality & Innovation segment provides instruments, software, services and consumables for various color and appearance management, packaging design and quality management, packaging converting, printing, marking and coding, and traceability applications for consumer, pharmaceutical and industrial products.

Product Quality & Innovation Selected Financial Data

	Six-Month Period Ended						Year Ended December 31
($ in millions)	June 30, 2023			July 1, 2022			2022			2021			2020
Sales	$	993		$	1,013		$	1,983		$	2,031		$	1,861
Operating profit	257			255			488			496			419
Depreciation	8			8			16			17			19
Amortization	14			15			28			35			36
Operating profit as a % of sales	25.9		%	25.2		%	24.6		%	24.4		%	22.5		%
Depreciation as a % of sales	0.8		%	0.8		%	0.8		%	0.8		%	1.0		%
Amortization as a % of sales	1.4		%	1.5		%	1.4		%	1.7		%	1.9		%

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Sales (Decline) Growth and Core Sales (Decline) Growth

	Six-Month Period Ended June 30, 2023 vs. Comparable 2022 Period		2022 vs. 2021		2021 vs. 2020
Total sales (decline) growth (GAAP)	(2.0)	%	(2.5)	%	9.0	%
Impact of:
Acquisitions/divestitures	(1.0)	%	1.0	%	4.5	%
Currency exchange rates	1.5	%	5.0	%	(2.0)	%
Core sales (decline) growth (non-GAAP)	(1.5)	%	3.5	%	11.5	%

Six-Month Period Ended June 30, 2023 Compared to the Six-Month Period Ended July 1, 2022

For the six-month period ended June 30, 2023, total Product Quality & Innovation segment sales decreased 2.0% year-over-year, as a result of core sales decline driven by the factors discussed below. Additionally, currency translation decreased reported sales 1.5% and acquisitions, net of divestitures increased reported sales by 1.0% for the six-month period ended June 30, 2023. Geographically, reported sales declined 2.5% in North America and 4.5% in the high-growth markets, partially offset by an increase of 3.0% in Western Europe.

Price increases in the segment contributed 2.5% to sales growth on a year-over-year basis for the six-month period ended June 30, 2023, as compared to the comparable period of 2022 and are reflected as a component of the change in core sales growth.

Core sales in the Product Quality & Innovation segment decreased 1.5% during the six-month period ended June 30, 2023, as compared to the comparable period of 2022. Geographically, the year-over-year decrease in core sales was driven by a decrease of 2.5% in North America and the suspension of sales to Russia, partially offset by an increase of 2.0% in Western Europe. The decrease in core sales in the segment was primarily driven by the marking and coding business where core sales decreased 2.0% during the six-month period driven by lower demand in the industrial and consumer packaged goods end-markets. For the packaging and color solutions products and services business, core sales were essentially flat in the six-month period primarily driven by reduced capital spending across the consumer packed goods and industrial end-markets.

Operating profit margins were 25.9% for the six-month period ended June 30, 2023 compared to 25.2% for the six-month period ended July 1, 2022. The following factors impacted year-over-year operating profit margin comparisons.

Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were favorably impacted by:

•Incremental year-over-year cost savings associated with restructuring and continuing productivity improvement initiatives, net of lower first half 2023 core sales, the impact of product mix and incremental year-over-year costs associated with material and labor and sales and marketing growth initiatives - 90 basis points

•The incremental net accretive effect in 2023 of acquired businesses - 25 basis points

•First half 2022 impairments of accounts receivable and inventory in Russia - 10 basis points

Year-to-date 2023 vs. year-to-date 2022 operating profit margin comparisons were unfavorably impacted by:

•Second quarter 2023 impairment charges related to technology and customer relationships - 55 basis points

2022 Compared to 2021

In 2022, total Product Quality & Innovation segment sales decreased 2.5%, primarily due to the impact of currency translation, which decreased reported sales 5.0% in 2022 due to the unfavorable impact of the

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strengthening of the U.S. dollar in 2022 compared to 2021. Divestitures, net of acquisitions also decreased reported sales by 1.0% in 2022. Geographically, reported sales decreased by 8.0% in Western Europe and 3.0% in the high-growth markets, partially offset by an increase of 3.5% in North America

Price increases in the segment contributed 5.0% to sales growth on a year-over-year basis during 2022 as compared with 2021 and is reflected as a component of the change in core sales growth.

Core sales in the Product Quality & Innovation segment increased 3.5% year-over-year. Geographically, the year-over-year increase in core sales was driven by North America and Western Europe, which increased 5.5% and 5.0%, respectively, partially offset by the suspension of sales to Russia beginning in the first quarter of 2022. The year-over-year increase in core sales was primarily driven by the marking and coding business and to a lesser extent by the packaging and color solutions products and services business. Core sales in the marking and coding business increased 4.5%, led by the food and beverage end-market. Year-over-year core sales in the packaging and color solutions products and services business increased 1.5%.

Operating profit margins were 24.6% for the year ended December 31, 2022 as compared to 24.4% in 2021. The following factors impacted year-over-year operating profit margin comparisons.

2022 vs. 2021 operating profit margin comparisons were favorably impacted by:

•The incremental accretive effect in 2022 of 2021 product line dispositions which did not qualify as discontinued operations, net of acquisitions - 55 basis points

2022 vs. 2021 operating profit margin comparisons were unfavorably impacted by:

•Incremental year-over-year costs for material, transportation, labor and restructuring and continuing productivity improvement initiatives and incremental year-over-year costs for sales, service and marketing growth investments, net of higher 2022 core sales and incrementally lower year-over-year costs associated with various new product development initiatives - 30 basis points

•2022 impairments of accounts receivable and inventory in Russia - 5 basis points

Amortization of intangible assets as a percentage of sales decreased in 2022 as compared with 2021 primarily as a result of certain intangible assets becoming fully amortized in 2022.

2021 Compared to 2020

In 2021, total Product Quality & Innovation segment sales increased 9.0%, primarily as a result of core sales growth, which refers to the impact of both price and unit sales, driven by the factors discussed below. Additionally, the impact of currency translation increased reported sales 2.0% in 2021, primarily due to the favorable impact of the weakening of the U.S. dollar in 2021 compared to 2020. Divestitures, net of acquisitions, decreased reported sales by 4.5% in 2021. Geographically, the increase in reported sales was driven by the high-growth markets, Western Europe and North America, which increased 15.0%, 9.5% and 5.0%, respectively.

Price increases in the segment contributed 2.0% to sales growth on a year-over-year basis during 2021 as compared with 2020 and are reflected as a component of the change in core sales growth.

During 2021, total Product Quality & Innovation core sales increased 11.5% as a result of increased sales for consumables and equipment, driven in part by the recovery from lower equipment volumes in 2020 resulting from the COVID-19 pandemic. Geographically, the year-over-year increase in core sales was driven by the high-growth markets, Western Europe and North America, which increased 14.0%, 11.0% and 9.0%, respectively. The year-over-year increase in core sales was driven primarily by the marking and coding business and to a lesser extent by the packaging and color solutions products and services business. Core sales in the marking and coding business increased 10.0% with increased core sales across most major end-markets. Year-over-year core sales in the packaging and color solutions products and services business increased 14.5%.

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Operating profit margins were 24.4% for the year ended December 31, 2021 as compared to 22.5% in 2020. The following factors favorably impacted year-over-year operating margin comparisons:

•Impairment charges related to trade names and other intangible assets in 2020 - 95 basis points

•The incremental accretive effect in 2021 of product line dispositions which did not qualify as discontinued operations net of acquisitions - 50 basis points

•Higher 2021 sales volumes from existing businesses and incremental year-over-year cost savings associated with the continuing productivity improvement initiatives taken in 2021, net of the effect of year-over-year costs associated with various new product development and sales and marketing growth investments and incremental year-over-year material, transportation and labor costs - 45 basis points

COST OF SALES AND GROSS PROFIT 

	Six-Month Period Ended						Year Ended December 31
($ in millions)	June 30, 2023			July 1, 2022			2022			2021			2020
Sales	$	2,478		$	2,403		$	4,870		$	4,700		$	4,348
Cost of sales	(1,046)			(1,048)			(2,110)			(1,987)			(1,838)
Gross profit	$	1,432		$	1,355		$	2,760		$	2,713		$	2,510
Gross profit margin	57.8		%	56.4		%	56.7		%	57.7		%	57.7		%

Six-Month Period Ended June 30, 2023 Compared to the Six-Month Period Ended July 1, 2022

Cost of sales decreased by $2 million or 0.2% during the six-month period ended June 30, 2023, as compared to the comparable period of 2022, due primarily to lower year-over-year costs associated with material and labor, net of the impact of higher year-over-year sales volumes described above.

Gross profit margins increased 140 basis points on a year-over-year basis for the six-month period ended June 30, 2023, as compared to the comparable period of 2022. Gross profit margins were impacted by positive pricing actions discussed above and to a lesser extent lower material costs, partially offset by the impacts from foreign currency exchange rates.

2022 Compared to 2021

Cost of sales increased $123 million, or 6.2%, during 2022 as compared with 2021, due primarily to higher year-over-year sales volumes and to incremental year-over-year costs associated with material, transportation and labor.

Gross profit margins decreased 100 basis points on a year-over-year basis during 2022 as compared to 2021, due primarily to incremental year-over-year costs associated with material, transportation and labor, the impact of product mix and the impact of currency exchange rates. The gross profit margin decline was partially offset by pricing actions enacted to offset the impact of material, transportation and labor cost increases.

2021 Compared to 2020

Cost of sales increased $149 million, or 8.1%, on a year-over-year basis during 2021 as compared to 2020, due primarily to higher year-over-year sales volumes and to a lesser extent incremental year-over-year material, transportation and labor costs.

Gross profit margins remained consistent on a year-over-year basis for 2021 as compared to 2020, as the increase in year-over-year sales corresponded to the increase in cost of sales.

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OPERATING EXPENSES

	Six-Month Period Ended						Year Ended December 31
($ in millions)	June 30, 2023			July 1, 2022			2022			2021			2020
Sales	$	2,478		$	2,403		$	4,870		$	4,700		$	4,348
Selling, general and administrative (“SG&A”) expenses	(738)			(710)			(1,431)			(1,428)			(1,340)
Research and development expenses	(113)			(112)			(217)			(244)			(219)
SG&A as a % of sales	29.8		%	29.5		%	29.4		%	30.4		%	30.8		%
R&D as a % of sales	4.6		%	4.7		%	4.5		%	5.2		%	5.0		%

SG&A expenses as a percentage of sales increased 30 basis points on a year-over-year basis for the six-month period ended June 30, 2023 as compared to the comparable period of 2022. The year-over-year increase was driven primarily by the increase in the Company’s SG&A expenses exceeding the increase in the Company’s sales, primarily due to the continued investments in sales and marketing growth initiatives and increased labor costs. Intangible asset impairment charges totaling $6 million in the six-month period ended June 30, 2023, net of $9 million intangible asset impairment charges in the six-month period ended July 1, 2022 decreased SG&A expenses as a percentage of sales.

SG&A expenses as a percentage of sales declined 100 basis points on a year-over-year basis for 2022 compared to 2021. The year-over-year decrease reflects the benefit of increased leverage of the Company’s general and administrative cost base, including amortization expense, resulting from higher 2022 sales, continuing productivity improvement initiatives and lower amortization expense, partially offset by continued investments in sales and marketing growth initiatives and increased labor costs.

SG&A expenses as a percentage of sales declined 40 basis points on a year-over-year basis for 2021 compared to 2020. The decline was driven by the benefit of increased leverage of the Company’s general and administrative cost base, including amortization expense, resulting from higher 2021 sales volumes, incremental year-over-year cost savings associated with continuing productivity improvement initiatives and to a lesser extent lower year-over-year impairment charges related to a trade name and other intangible assets incurred in 2020. These decreases were partially offset by continued investments in sales and marketing growth initiatives in 2021 and increased labor costs.

R&D expenses as a percentage of sales declined 10 basis points on a year-over-year basis for the six-month period ended June 30, 2023 as compared to the comparable period of 2022 due primarily to the increase in sales.

R&D expenses as a percentage of sales declined 70 basis points on a year-over-year basis in 2022 as compared to 2021 due primarily to the increase in sales.

R&D expenses as a percentage of sales increased 20 basis points on a year-over-year basis in 2021 as compared to 2020 primarily due to an increase in spending growth related to the timing of new product development initiatives.

NONOPERATING INCOME (EXPENSE), NET

For the six-month period ended June 30, 2023, the nonoperating expense of $14 million consists primarily of an impairment of an equity method investment. Refer to Note 5 of the Combined Condensed Financial Statements for more information.

In 2022, 2021 and 2020, nonoperating income (expense) consists primarily of the non-service cost components of net periodic benefit costs and gains on the sale of product lines. Refer to Note 6 in the audited Combined Financial Statements.

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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 Combined 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 affected by changes in the mix of earnings in countries with different statutory tax rates (including as a result of business acquisitions and dispositions), 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, settlements with tax authorities and changes in tax laws and regulations, and legislative policy changes (for example, any changes that may result from the OECD’s initiative on Base Erosion and Profit Shifting). 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.

The following table summarizes the Company’s effective tax rate:

	Six-Month Period Ended				Year Ended December 31
	June 30, 2023		July 1, 2022		2022		2021		2020
Effective tax rate	23.5	%	22.9	%	24.1	%	17.8	%	23.8	%

Year-Over-Year Changes in the Tax Provision and Effective Tax Rate

The Company’s effective tax rate for the six-month period ended June 30, 2023 and July 1, 2022 differs from the U.S. federal statutory rate of 21.0% principally due to the Company’s earnings outside the United States that are taxed at rates different than the U.S. federal statutory rate, as well as state taxes, partially offset by net tax benefits of $6 million and $8 million for the respective periods, primarily related to excess tax benefits from stock-based compensation.

The Company’s effective tax rate for 2022 differs from the U.S. federal statutory rate of 21.0% due principally to the Company’s earnings outside the United States that are taxed at rates different than the U.S. federal statutory rate, and state taxes, partially offset by net discrete tax benefits of $4 million. The net discrete tax benefits related primarily to excess tax benefits from stock-based compensation, partially offset by changes in estimates associated with prior period uncertain tax positions and audit settlements.

The Company’s effective tax rate for 2021 differs from the U.S. federal statutory rate of 21.0% due principally to net discrete tax benefits of $65 million primarily related to the release of reserves for uncertain tax positions from the expiration of statutes of limitation and audit settlements and excess tax benefits from stock-based compensation, partially offset by changes in estimates associated with prior period uncertain tax positions. The impact of the net discrete tax benefits were partially offset by the Company’s earnings outside the United States that are taxed at rates different than the U.S. federal statutory rate, state taxes and changes in estimates associated with prior period uncertain tax positions.

The Company’s effective tax rate for 2020 differs from the U.S. federal statutory rate of 21.0% due principally to the Company’s earnings outside the United States that are taxed at rates different than the U.S. federal statutory rate, and state taxes, partially offset by net discrete tax benefits of $16 million. Net discrete tax benefits related primarily to excess tax benefits from stock-based compensation and release of reserves for uncertain tax positions from the expiration of statutes of limitation and audit settlements, partially offset by changes in estimates associated with prior period uncertain tax positions.

The Company conducts business globally, and the Parent files 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, Netherlands and the United Kingdom.

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Excluding these 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 Combined Financial Statements given the geographic dispersion of the Company’s taxable income.

The Parent and its subsidiaries (including the businesses of the Company) are routinely examined by various domestic and international taxing authorities. The Internal Revenue Service (“IRS”) has completed examinations of certain of the Parent’s federal income tax returns through 2015 and is currently examining certain of the Parent’s federal income tax returns for 2016 through 2018. In addition, the Parent has subsidiaries (including the businesses of the Company) in Belgium, Canada, Germany, India, Italy, Sweden, Switzerland and the United Kingdom and in states and provinces that are currently under audit for years ranging from 2006 through 2021.

As part of Danaher, 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 “Risk Factors”.

COMPREHENSIVE INCOME

Comprehensive income increased by $165 million for the six-month period ended June 30, 2023, as compared to the comparable period of 2022, primarily driven by gains from foreign currency translation adjustments. The Company recorded foreign currency translation gains of $28 million for the six-month period ended June 30, 2023, primarily driven by the weakening of the U.S. dollar against the euro, Canadian dollar, British pound and Swiss franc in the period, compared to losses of $115 million for the six-month period ended July 1, 2022, primarily driven by the strengthening of the U.S. dollar against the euro, British pound and the Swiss franc in that 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.

Comprehensive income decreased by $10 million in 2022 as compared to 2021, primarily due to decreased net earnings and higher losses from foreign currency translation adjustments in 2022 as compared to 2021, partially offset by higher gains from pension and postretirement benefit adjustments. The Company recorded foreign currency translation adjustment losses of $100 million for 2022 primarily driven by the strengthening of the U.S. dollar against the euro, Canadian dollar and the British pound in 2022 compared to losses of $88 million for 2021 primarily driven by the strengthening of the U.S. dollar against the euro in 2021. The Company also recorded a gain on pension plan adjustments of $33 million for 2022 compared to a gain of $15 million for 2021.

Comprehensive income decreased by $12 million in 2021 as compared to 2020, primarily driven by losses from foreign currency translation adjustments in 2021 as compared to gains in 2020, partially offset by higher net earnings and higher gains from pension plan adjustments in 2021 compared to 2020. The Company recorded foreign currency translation losses of $88 million in 2021 primarily driven by the strengthening of the U.S. dollar against the euro in 2021 as compared to gains of $84 million for 2020 primarily driven by the weakening of the U.S. dollar against the euro and Swiss franc in 2020. The Company recorded a pension and postretirement plan benefit adjustment gain of $15 million in 2021 compared to a loss of $8 million in 2020.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is exposed to market risk from changes in foreign currency exchange rates and commodity prices as well as credit risk, each of which could impact its Combined Financial Statements. The Company generally addresses its exposure to these risks through its normal operating activities.

Currency Exchange Rate Risk

The Company faces transactional exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Transactional exchange rate risk arises from

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the purchase and sale of goods and services in currencies other than the Company’s functional currency or the functional currency of its applicable subsidiary. The Company also faces translational exchange rate risk related to the translation of financial statements of its foreign operations into U.S. dollars, the Company’s functional currency. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar. In particular, the Company has more sales in European currencies than it has expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits are increased or decreased, respectively. The effect of a change in currency exchange rates on the Company’s net investment in international subsidiaries is reflected in the accumulated other comprehensive income (loss) component of Parent’s equity.

On a year-over-year basis, currency exchange rates negatively impacted reported sales by approximately 1.5% for the six-month period ended June 30, 2023 as compared to the comparable period of 2022, primarily due to the strengthening of the U.S. dollar against most major currencies in 2023. If the currency exchange rates in effect as of June 30, 2023 were to prevail throughout 2023, currency exchange rates would increase the Company’s estimated second half 2023 sales by approximately 2.0% and full year 2023 sales would increase by approximately 0.5% relative to 2022. Further strengthening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of June 30, 2023 would adversely impact the Company’s sales and results of operations on an overall basis, and any weakening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of June 30, 2023 would positively impact the Company’s sales and results of operations.

Currency exchange rates negatively impacted 2022 reported sales by 4.0% on a year-over-year basis primarily due to the strengthening of the U.S. dollar against most major currencies in 2022.

The Company has generally accepted the exposure to exchange rate movements without using derivative financial instruments to manage this risk. Both positive and negative movements in currency exchange rates against the U.S. dollar will therefore continue to affect the reported amount of sales and net earnings in the Company’s Combined Financial Statements. In addition, the Company has assets and liabilities held in foreign currencies. A 10% depreciation in major currencies relative to the U.S. dollar as of June 30, 2023 and December 31, 2022 would have reduced Parent’s equity by approximately $175 million and $176 million, respectively.

Credit Risk

The Company is exposed to potential credit losses in the event of nonperformance by counterparties to its financial instruments. Financial instruments that potentially subject the Company to credit risk consist of receivables from customers.

Concentrations of credit risk arising from receivables from customers are limited due to the diversity of the Company’s customers. The Company’s businesses perform credit evaluations of their customers’ financial conditions as deemed appropriate and also obtain collateral or other security when deemed appropriate.

Commodity Price Risk

For a discussion of risks relating to commodity prices, refer to “Risk Factors—Risks Related to Veralto’s Businesses.”

LIQUIDITY AND CAPITAL RESOURCES

As part of Danaher, the Company is dependent upon Danaher for all of its working capital and financing requirements as Danaher uses a centralized approach to cash management and financing of its operations. Financial transactions relating to the Company are accounted for through the Company’s net Parent investment. Accordingly, none of Danaher’s cash, cash equivalents or debt at the corporate level has been assigned to the Company in its Combined Financial Statements. During the years ended December 31, 2022, 2021 and 2020 and the six-month periods ended June 30, 2023 and July 1, 2022, the Company generated sufficient cash from operating activities to fund its operating and investing activities. Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating and investing activities. The Company continues to generate substantial cash

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from operating activities and believes that its operating cash flow and other sources of liquidity will, after giving effect to any dividend payments and debt servicing obligations, be sufficient to allow it to continue investing in existing businesses, consummating strategic acquisitions and managing its capital structure on a short and long-term basis.

Overview of Cash Flows and Liquidity

Following is an overview of the Company’s cash flows and liquidity:

	Six-Month Period Ended				Year Ended December 31,
($ in millions)	June 30, 2023		July 1, 2022		2022		2021		2020
Net cash provided by operating activities	$	457	$	276	$	870	$	896	$	1,001
Cash paid for acquisitions	$	—	$	(14)	$	(55)	$	(60)	$	(121)
Proceeds from sale of product line	—		—		—		26		—
Payments for additions to property, plant and equipment	(21)		(20)		(34)		(54)		(36)
Proceeds from sales of property, plant and equipment	2		—		—		—		—
All other investing activities	—		—		—		(9)		—
Net cash used in investing activities	$	(19)	$	(34)	$	(89)	$	(97)	$	(157)
Net transfers to Parent	$	(438)	$	(242)	$	(781)	$	(800)	$	(844)
All other financing activities	—		—		—		1		—
Net cash used in financing activities	$	(438)	$	(242)	$	(781)	$	(799)	$	(844)

Six-Month Period Ended June 30, 2023 Compared to the Six-Month Period Ended July 1, 2022

Net cash provided by operating activities increased $181 million for the six-month period ended June 30, 2023 as compared to the comparable period of 2022, primarily due to decreases in cash used for working capital.

Net cash used in investing activities consisted primarily of cash paid for capital expenditures, and decreased $15 million for the six-month period ended June 30, 2023 as compared to the comparable period of 2022 primarily as a result of lower cash paid for acquisitions during 2023.

Net cash used in financing activities increased $196 million for the six-month period ended June 30, 2023 as compared to the comparable period of 2022 as the Company returned additional cash to Danaher in 2023 as compared to 2022.

Comparison of the Years Ended December 31, 2022 and December 31, 2021

Net cash provided by operating activities decreased $26 million during 2022 as compared to 2021, primarily due to increases in cash used for working capital, the impact of deferred income taxes and lower net earnings, net of year-over-year decreases in cash outflows related to accrued expenses and other liabilities.

Net cash used in investing activities consisted primarily of cash paid for acquisitions and capital expenditures, and decreased $8 million during 2022 as compared to 2021, primarily as a result of lower cash paid for capital expenditures and acquisitions during 2022, largely offset by cash received from the sale of a product line in 2021.

Net cash used in financing activities decreased $18 million from 2022 to 2021 as the Company returned less cash to Danaher in 2022 as compared to 2021.

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Comparison of the Years Ended December 31, 2021 and December 31, 2020

Net cash provided by operating activities decreased $105 million during 2021 as compared to 2020. Cash inflows generated from higher net earnings were more than offset by year-over-year increases in cash outflows related to accrued expenses and other liabilities and higher cash used for working capital, which can fluctuate significantly year-over-year due to payment timing of various items during the year.

Net cash used in investing activities consisted primarily of cash paid for acquisitions and capital expenditures, net of proceeds from the sale of product lines and decreased $60 million from 2020 to 2021, primarily as a result of lower cash paid for acquisitions and cash received from the sale of a product line in 2021, offset by higher capital expenditures during 2021.

Net cash used in financing activities decreased $45 million from 2020 to 2021 as the Company returned less cash to Danaher in 2021 as compared to 2020.

Capital Expenditures

The following is a summary of the Company’s capital expenditures ($ in millions):

	Six-Month Period Ended				Year Ended December 31,
	June 30, 2023		July 1, 2022		2022		2021		2020
Equipment	$	15	$	17	$	26	$	34	$	23
Information Technology	2		1		2		8		5
New product development	1		2		3		5		4
Other	3		—		3		7		4
Total	$	21	$	20	$	34	$	54	$	36

Contractual Obligations

For a description of the Company’s lease obligations, commitments and litigation and contingencies, refer to Notes 7, 11 and 12 to the audited Combined Financial Statements.

Legal Proceedings

Please refer to Note 12 to the audited Combined Financial Statements included in this information statement for information regarding legal proceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, please refer to “Risk Factors—Risks Related to Veralto’s Businesses.”

The Company’s amended and restated certificate of incorporation will require it to indemnify to the full extent authorized or permitted by law any person made, or threatened to be made a party to any action or proceeding by reason of his or her service as a director or officer of the Company, or by reason of serving at the request of the Company as a director or officer of any other entity, subject to limited exceptions. The Company’s amended and restated by-laws will provide for similar indemnification rights. While the Company will maintain insurance for this type of liability, a significant deductible will apply to this coverage and any such liability could exceed the amount of the insurance coverage.

CRITICAL ACCOUNTING ESTIMATES

Management’s discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s Combined Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates and judgments on historical experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ materially from these estimates and judgments.

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The Company believes the following accounting estimates are most critical to an understanding of its financial statements. Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the estimate is made, and (2) material changes in the estimate are reasonably likely from period-to-period. For a detailed discussion on the application of these and other accounting estimates, refer to Note 1 in the Company’s audited Combined Financial Statements.

Acquired Intangibles—The Company’s business acquisitions typically result in the recognition of goodwill, customer relationships, developed technology and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that the Company may incur. The fair values of acquired intangibles are determined using information available near the acquisition date 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. In connection with acquisitions during the year ended December 31, 2022, the Company recognized aggregate goodwill of $38 million and intangible assets of $18 million. Refer to Notes 1, 2 and 8 to the audited Combined Financial Statements for a description of the Company’s policies relating to goodwill, acquired intangibles and acquisitions.

In performing its goodwill impairment testing, the Company estimates the fair value of its reporting units primarily using a market-based approach which relies on current trading multiples of forecasted EBITDA for companies operating in businesses similar to each of the Company’s reporting units to calculate an estimated fair value of each reporting unit. In evaluating the estimates derived by the market-based approach, management makes judgments about the relevance and reliability of the multiples by considering factors unique to its reporting units, including operating results, business plans, economic projections, anticipated future cash flows, and transactions and marketplace data as well as judgments about the comparability of the market proxies selected. There are inherent uncertainties related to these assumptions and management’s judgment in applying them to the analysis of goodwill impairment.

As of December 31, 2022, the Company had three reporting units subject to goodwill impairment testing. Reporting units resulting from recent acquisitions generally present the highest risk of impairment. Management believes the impairment risk associated with these reporting units generally decreases as these businesses are integrated into the Company and better positioned for potential future earnings growth. The Company’s annual goodwill impairment analysis in 2022 indicated that in all instances, the fair values of the Company’s reporting units exceeded their carrying values and consequently did not result in an impairment charge. The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units as of the annual testing date ranged from approximately 145% to approximately 565%. To evaluate the sensitivity of the fair value calculations used in the goodwill impairment test, the Company applied a hypothetical 10% decrease to the fair values of each reporting unit and compared those hypothetical values to the reporting unit carrying values. Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units ranged from approximately 120% to approximately 500%.

The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred for finite-lived intangibles requires a comparison of the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. These analyses require management to make judgments and estimates about future revenues, expenses, market conditions and discount rates related to these assets. Indefinite-lived intangibles are subject to impairment testing at least annually or more frequently if events or changes in circumstances indicate that potential impairment exists. Determining whether an impairment loss occurred for indefinite-lived intangible assets involves calculating the fair value of the indefinite-lived intangible assets and comparing the fair value to their carrying value. If the fair value is less than the carrying value, the difference is recorded as an impairment loss.

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Refer to Note 8 to the audited Combined Financial Statements for a description of intangible assets impairment charges recorded during 2022 and 2020.

If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated and a charge would need to be taken against net earnings which would adversely affect the Company’s Combined Financial Statements. Historically, the Company’s estimates of goodwill and intangible assets have been materially correct.

Contingent Liabilities—As discussed in Note 12 to the audited Combined Financial Statements, the Company is, from time to time, subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of its business (or related to the business operations of previously owned entities). The Company recognizes a liability for any legal contingency that is known or probable of occurrence and reasonably estimable. These assessments require judgments concerning matters such as litigation developments and outcomes, the anticipated outcome of negotiations, the number of future claims, the cost of both pending and future claims. In addition, because most contingencies are resolved over long periods of time, liabilities may change in the future due to various factors, including those discussed in Note 12 to the audited Combined Financial Statements. If the reserves established by the Company with respect to these contingent liabilities are inadequate, the Company would be required to incur an expense equal to the amount of the loss incurred in excess of the reserves, which would adversely affect the Company’s financial statements.

Corporate Allocations—The Company has historically operated as part of Danaher and not as a separate, publicly traded company. Accordingly, certain shared costs have been allocated to the Company and are reflected as expenses in the accompanying financial statements. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to the Company for purposes of the carve-out financial statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate stand-alone entity. In addition, the expenses reflected in the financial statements may not be indicative of expenses that will be incurred in the future by the Company. Refer to Note 14 to the Company’s audited Combined Financial Statements for the year ended December 31, 2022 for a description of the Company’s corporate allocations and related-party transactions.

Income Taxes—For a description of the Company’s income tax accounting policies, refer to Notes 1 and 5 to the audited Combined Financial Statements. The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized. This requires management to make judgments and estimates regarding: (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income, and (3) the impact of tax planning strategies. Future changes to tax rates would also impact the amounts of deferred tax assets and liabilities and could have an adverse impact on the Company’s Combined Financial Statements.

The Company provides for unrecognized tax benefits when, based upon the technical merits, it is “more likely than not” that an uncertain tax position will not be sustained upon examination. Judgment is required in evaluating tax positions and determining income tax provisions. The Company re-evaluates the technical merits of its tax positions and may recognize an uncertain tax benefit in certain circumstances, including when: (1) a tax audit is completed; (2) applicable tax laws change, including a tax case ruling or legislative guidance; or (3) the applicable statute of limitations expires.

In addition, certain of Danaher’s tax returns are currently under review by tax authorities (refer to “Results of Operations – Income Taxes” and Note 5 to the audited Combined Financial Statements).

An increase of 1.0% in the Company’s 2022 nominal tax rate would have resulted in an additional income tax provision for the year ended December 31, 2022 of $11 million.

NEW ACCOUNTING STANDARDS

For a discussion of the new accounting standards impacting the Company, refer to Note 1 to the audited Combined Financial Statements.

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BUSINESS

Our Company

Veralto’s unifying purpose is Safeguarding the World’s Most Vital Resources. Our diverse group of leading operating companies provide essential technology solutions that monitor, enhance and protect key 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. Upon the separation, Veralto will be headquartered in Waltham, Massachusetts with a workforce of approximately 16,000 associates strategically located in more than 45 countries.

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. Through WQ, we improve the quality and reliability of water through leading brands including Hach, Trojan Technologies and ChemTreat. Through PQI, we promote consumer trust in products and help enable product innovation through 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 59% of total sales during the year ended December 31, 2022. 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.

We also believe that Veralto’s history with the Danaher Business System (“DBS”) provides the Company with a strong foundation for competitive differentiation. DBS is a business management system that consists of a philosophy, processes and tools that guide what Danaher does and measure how well Danaher executes, grounded in a culture of continuous improvement. The DBS processes and tools are organized around the areas of Lean, Growth and Leadership, and are rooted in foundational tools known as the DBS Fundamentals, which are relevant to every associate and business function. The DBS Fundamentals are focused on core competencies such as using visual representations of processes to identify inefficiencies, defining and solving problems in a structured way, and continuously improving processes to drive consistent execution.

Members of the team that will serve as Veralto management have served as Danaher leaders and have been integral to the evolution of DBS. For example, Veralto’s President and Chief Executive Officer has practiced and championed DBS in multiple operating companies across multiple geographies and industries since 1999 and has contributed meaningfully to the evolution of DBS over that period. Veralto’s Senior Vice President, Water Quality previously led the Danaher Business System Office, which bears central responsibility for stewardship of the DBS processes and tools and development of DBS practitioners who support the operating companies and train business leaders in the application of DBS. Many of the other Danaher associates who will become Veralto senior leaders have years of experience practicing DBS and deploying it in their particular businesses and functions.

Danaher will license to Veralto the DBS tools and processes as they exist at the separation. Following the separation, Veralto will use and evolve those tools and processes as the Veralto Enterprise System (“VES”). We expect to use 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 approximately 80 businesses over more than two decades.

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Our two segments are described below:

Our Water Quality segment provides one of the most comprehensive portfolios of water analytics and differentiated water treatment solutions that enable the reliable delivery of safe drinking water by public and private utilities - from source water to the consumer and back into the water cycle. In addition, we help improve the efficiency of processes and production operations of our customers and ensure that their wastewater discharge meets regulatory standards and corporate targets. Under our Hach, ChemTreat, Trojan Technologies and other globally recognized WQ brands, we provide proprietary precision instrumentation and advanced water treatment technologies that our customers rely on to measure, analyze and treat the world’s water in residential, commercial, municipal, industrial, research and natural resource applications. In addition to instrumentation, our suite of water solutions includes elements used on a recurring basis such as chemical reagents, services and digital solutions. Together, these offerings help promote the quality and reliability of water and optimize our customers’ operations, decision making and regulatory compliance activities.

WQ focuses on what management believes are the most attractive sub-segments of the water value chain helping our customers address some of their most pressing and complex challenges, such as water scarcity, water safety, severe weather events and management of precious natural resources. Our businesses have been at the forefront of delivering breakthrough innovations to our customers. For example, Hach has been a leading player in the field of turbidity testing for over 60 years, pioneering the first regulated method used and introducing multiple new generations of instruments and related products. Today, we have one of the most complete portfolios of solutions allowing our customers to test the broadest range of analytical parameters and the ability to harness their data across installed assets. Increasingly, our customers leverage our digital solutions to support regulatory compliance, automate workflows and allow for remote operations and predictive capabilities to address new challenges posed by changing regulations and an aging and less experienced workforce.

Our key WQ brands provide solutions that our customers rely upon to manage critical operations involving water.

•Hach, the best known of our global brands in the WQ segment, recognized for simple and reliable tests, offers analytical measurement instruments, digital solutions and related consumables that test water quality; it serves over 125,000 customers, including small community water utilities, large public and private water utilities and industrial customers and helps to ensure safe water for more than 3.4 billion people every day - approximately 40% of the global population.

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•ChemTreat associates work alongside industrial customers to understand their water challenges and tailor chemical treatment plans and dosing protocols to help optimize customers’ water usage and maximize reuse; our solutions helped customers save over 80 billion gallons of water in 2022.

•Trojan Technologies offers UV and membrane filtration systems for water disinfection and contaminant removal; our systems treat and support the recycling of 12 trillion gallons of water annually and in turn help to improve access to clean water for more than 250 million people every day.

Our Product Quality & Innovation segment provides a broad set of solutions for brand owners and consumer packaged goods companies that enable speed to market as well as traceability and quality control of their products. Our solutions play a central role in helping our customers ensure the quality and safety of their products and build trust with consumers. Under our Videojet, Esko, Linx, X-Rite, Pantone and other globally recognized PQI brands, we provide marking and coding, and packaging and color instrumentation and related consumables. Our customers across consumer, pharmaceutical and industrial sectors utilize our offerings to bring products to market, mark packaging in compliance with industry and regulatory standards and convey the safety of products to customers. Our solutions also enable the effective execution of product recalls, thereby helping to mitigate public health risks. Our software solutions are designed to address higher-value, design-oriented portions of the packaging management value chain, such as digital asset management (“DAM”), marketing resource management (“MRM”) and product information management (“PIM”), that help our customers maximize efficiency of operations while generating an attractive source of recurring sales for us. We estimate that a majority of the top 25 global consumer packaged goods (“CPG”) brands (based on 2022 revenues) and a majority of the top 20 pharmaceutical brands (based on 2022 revenues) use PQI’s solutions, enabling confidence and trust in the brands and products consumers use daily.

Our PQI brands provide brand owners and consumer packaged goods companies with essential solutions that improve their ability to develop, maintain and ensure authenticity of their brands.

•Videojet, our largest operating company within PQI, and Linx offer technologies that mark and code packaged goods and related consumables. Videojet is a leading provider of inline printing solutions for products and packaging with marking and coding systems used by many of the top global consumer brands. Our solutions help ensure transparency, safety, authenticity, tracking and traceability of an estimated more than 10 billion codes printed around the world daily.

•Esko facilitates the creation of new packaging designs through design software and imaging systems. Esko’s offerings are used by over 25,000 established and emerging brands and their suppliers in over 140 countries.

•X-Rite serves over 13,000 brands across 140 countries by providing color management solutions that measure the quality and consistency of color and appearance on printed packages and consumer and industrial products.

•Pantone is the preeminent color standard in the design industry leveraged by more than 10 million designers, marketers and others in the creative community, not only to ensure color standardization but also to understand the impact of color on consumers.

In 2022, Veralto generated $4.9 billion in sales derived from a business mix that is highly diversified by geography and end-market. Our business model is highly resilient with approximately 59% of our sales derived from consumables (e.g., reagents, inks and process chemicals), spare parts, services (e.g., maintenance and inspection), and software (including Software-as-a-Service, or “SaaS”, and term-based licenses). We serve a broad range of customers spanning the municipal, industrial, food & beverage (“F&B”) and CPG end markets, many of which are highly regulated. We generated 46% of our 2022 sales from North America, 22% from Western Europe, 3% from other developed markets and 29% from high-growth markets. We define other developed markets as Japan, Australia and New Zealand. We define high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure, which encompass all markets outside of the developed markets and consist of Eastern Europe, the Middle East, Africa, Latin America and Asia

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Pacific (with the exception of Japan, Australia and New Zealand). Our strategic investments in these markets have scaled our presence in high-growth markets to approximately 5,000 associates with 10 local manufacturing facilities.

Sales Diversification for the Year Ended December 31, 2022

Water Quality Segment Overview

Water is a vital resource and essential to public health, safety, and the development of our economy. As a consequence, the sector is highly regulated. Our customers value reliable solutions that help support compliance with regulations while optimizing operations. Beyond regulatory pressures, the sector faces challenges posed by severe weather events impacting the quality and availability of water and increasing the need to improve the sustainability of processes, necessitating greater system efficiencies and water reuse.

Our WQ segment is comprised of leading global water technology businesses that provide instrumentation, consumables, software, services and treatment systems. We analyze, treat and manage the quality of water for municipal, commercial, industrial and natural resource applications. Our businesses design, manufacture and market:

•Water Measurement and Analytics Solutions: We offer a wide range of analytical instruments, related consumables, software and services that detect and measure chemical, physical, and microbiological parameters. We provide solutions for ultra-pure, potable, industrial, waste, municipal, ground, source and ocean water and address needs in oceanography, meteorology and renewable energy, including wind and solar.

•Water Treatment Solutions: In applied and industrial markets, we provide chemical treatment solutions to address corrosion, scaling and biological growth problems in boiler, cooling water and wastewater applications as well as associated analytical services. In municipal markets and select industrial applications, we provide UV and membrane filtration systems for water disinfection and contaminant removal, consumables and services.

Veralto’s solutions and expertise help improve water analysis and treatment by our customers who support the world’s everyday water needs. WQ businesses operate under a variety of brands, including Hach, ChemTreat,

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Trojan Technologies, McCrometer, OTT HydroMet, Sea-Bird and Aquatic Informatics which address customer requirements throughout the full water value chain. Applications in each step of the value chain include:

•Environmental Management / Water Resources: Our solutions measure and log the quality and quantity of source water to gain insight and continuously monitor organic and nutrient loads and manage water infrastructure and the impact of severe weather events.

•Drinking Water: Our solutions allow customers to select the appropriate pretreatment, optimize filtration, improve control of treatment processes and measure water quality in water distribution systems. For example, Hach provides solutions to measure critical drinking water quality parameters like chlorine and turbidity and provides resources for treatment plant managers to log, track and analyze data from tests run multiple times daily or in real-time for better operational and compliance management.

•Commercial & Industrial Use: Our solutions measure and treat impurities in influent source waters used in utility and industrial processes to meet regulatory standards, increase efficiency, minimize costs and extend equipment life. They also aid customers in minimizing water consumption and applying reuse strategies. For example, ChemTreat offers solutions to water intensive production facilities that span water treatment, performance validation and advanced monitoring and controls resulting in increased water efficiency and improved operational performance of our customers’ capital assets.

•Wastewater: Our solutions measure and treat wastewater to meet regulatory standards, reduce costs, and protect the environment. For example, Trojan Technologies offers UV disinfection systems that rapidly reduce and break down microorganisms in wastewater without creating potentially harmful byproducts, enabling water to safely move to the discharge stage.

•Water Discharge: Our solutions measure and treat process water and municipal water discharge into rivers, oceans, lakes and other bodies of water, helping to ensure the safety of those receiving bodies of water.

The chart below illustrates the positioning of our primary brands across the water value chain.

WQ is a trusted partner to municipalities and industry, helping to ensure the quality of the water supply and achievement of sustainability objectives. Typical users of our products and services include public and private municipal drinking water and wastewater treatment plants, industrial facilities that use and discharge water in operations, third-party testing laboratories and environmental management operations. For instance, a large municipality operating the largest indirect potable reuse project of its kind in the world, relies upon Trojan for

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systems to treat water used in replenishing aquifers. WQ also helps industrial customers reduce water usage, navigate regulatory compliance needs and improve workflow efficiencies, including energy efficiency. For example, ChemTreat has partnered with a large North American brewer to deliver a water treatment solution that saved over 500 million gallons of water across 10 breweries over the last 7 years in support of the customer’s sustainability goals.

We believe our competitive strength lies in our deep and comprehensive water biology, chemistry and digital application expertise developed over the last 75 years. Leveraging this strength, we work in tandem with regional water authorities, municipal plant operators and industrial customers to help navigate evolving regulatory requirements and facilitate adherence to water standards with simple and reliable water tests. We differentiate ourselves with customers through an industry-leading portfolio of novel pre-packaged tests for the broadest range of water testing parameters, consistency in measurement accuracy, a direct technical sales force, digital and analytic solutions that address full workflow needs, and the speed with which we bring new proprietary technologies to market. With our water treatment systems, we work directly with municipal and industrial customers, delivering solutions to meet customers’ challenges around water purity, scarcity, reuse and energy consumption.

WQ revenue is typically generated through the initial sale of instruments (both laboratory-based and portable for field use), which typically drives recurring revenue from our installed base. Our recurring revenue consists of the sale of consumables that are used with such instruments (e.g., testing kits and reagents), ongoing services (e.g., maintenance and inspection) and complementary software that provides workflow solutions and data analytics to aid in predictive operations, decision making and reporting compliance. We believe we have cultivated a large and loyal installed base with some of our WQ businesses serving customers for up to 40 years.

WQ’s facilities are located in North America, Europe, Latin America, Asia, Australia, Africa and the Middle East.

Product Quality & Innovation Segment Overview

From production quality assurance to marking and coding, from color inspiration and specification to packaging design and pre-production, packaging plays a pivotal role in how businesses innovate in product branding and communicate value and build trust with consumers. Businesses look to improve and maintain consistency (e.g., reduce errors), increase throughput, maintain regulatory compliance across the value chain, address food and drug security challenges, and help mitigate threats to public health. Market trends such as the proliferation of stock keeping units (“SKUs”) or innovations in packaging require our customers to continuously meet brand owners’ specifications quickly and accurately. Given this dynamic, customers seek comprehensive and integrated horizontal workflow solutions (instruments, software, services) which are quick to set up and allow for a maximum degree of automation across the value chain.

Our PQI segment is comprised of leading businesses, providing printers, instruments, software, services and consumables for various color and appearance management, packaging design and quality management, packaging converting, printing, marking and coding, and traceability applications for food and beverage, consumer packaged goods, pharmaceutical, and industrial products. The PQI segment designs, manufactures and markets:

•Marking & Coding Solutions: We offer printers, consumables and processes used to give products unique identities by printing date, lot and bar codes and other information on primary and secondary packaging, and by applying high-quality alphanumeric codes, logos and graphics to a wide range of surfaces at a variety of production line speeds, angles and locations on a product or package. We also offer track-and-trace solutions which enable the traceability of products throughout the supply chain.

•Color & Packaging Solutions: We offer hardware and software for efficient collaboration, three-dimensional virtualization, workflow automation, quality approvals and prepress processes to manage structural design, artwork creation, color and product information for branded packaging and marketing materials. We offer innovative color and appearance solutions through standards, software, measurement devices and related services. We offer flexographic computer-to-plate imaging equipment, solutions for print process control, press control and quality assurance systems for the packaging, labeling and

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commercial print industries. Cloud-based software offerings in key areas such as digital asset management (“DAM”), marketing resource management (“MRM”), and product information management (“PIM”) also drive recurring revenue streams from software licenses.

PQI’s turnkey solutions are designed to enhance the efficiency and efficacy of the color, packaging, and marking and coding value chain. Our businesses operate under a variety of brands, including Videojet, Esko, Linx, X-Rite, and Pantone. Solutions provided by our businesses address needs throughout the full value chain; applications include:

•Packaging Strategy: Our solutions streamline the packaging development process with tools that help map the process, estimate cost, and manage color.

•Packaging Design: Our solutions help connect all stakeholders to collaborate in design with solutions for artwork and content management, graphical packaging design in two-dimensions and three-dimensions, structural design for packaging displays, DRM, MRM, PIM, pallet optimization, color management, and automated review and approval processes. For example, our Pantone business provides color solutions that enable color-critical decisions through every stage of the workflow for brands and manufacturers.

•Production Preparation: Our solutions provide a range of prepress tools for editing, multi-variant product design, and automated workflow tools to speed up the print production process, eliminate errors, reduce waste and increase throughput. For example, our Esko business addresses needs from packaging strategy to package printing with advanced software and integrated flexographic imaging equipment, offering systems for brand owners to manage the packaging process and make packaging changes or customize packaging efficiently with high accuracy.

•Package Production: Our solutions offer print automation, digital front ends (“DFEs”) for digital presses, flexographic computer-to-plate imaging equipment, automated plate making software, digital printing, and print inspection solutions for quality assurance.

•Inline Marking and Coding: Our solutions give products unique identities by printing date, lot, and bar codes on packaging through printers, consumables, software and services. For example, Videojet – our largest operating company within PQI – is a leading provider of inline printing solutions for products and packaging. Videojet solutions are able to apply variable data such as best-by dates, production dates, lot number and operator information and linear and two-dimensional bar codes onto a wide variety of product packaging, shipping containers and pallet.

•Product Assurance: Our solutions help increase customer confidence in product safety and quality, connecting the retailer (point-of-purchase) all the way back to the production line to help ensure codes applied during production are readable by and compatible with the retailer. We also help ensure consistency between the information on the physical product and the digital shelf and enable a validated approval and audit trail for all packaging related changes.

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The chart below illustrates the comprehensive positioning of our most well-known brands across the color, packaging, marking and coding value chain.

We estimate that our PQI businesses support a majority of the top 25 global consumer packaged goods brands (based on 2022 revenues) and a majority of the top 20 pharmaceutical brands (based on 2022 revenues). In addition to these users, other typical users of these products include manufacturers of paints, plastics and textiles, retailers, graphic design firms and packaging printers and converters. Customers in these industries choose suppliers based on a number of factors, including domain experience and customer support, automation and application specialization, speed and accuracy, ease of connection to customers’ existing solutions and systems, equipment reliability and uptime, supply chain efficiency and security, ease of maintenance, service coverage, integrated solutions across the value chain, waste reduction, digital presence and speed of new technology innovation. For example, Videojet solutions are able to reliably and accurately apply a wide range of variable data onto packaging in a high-speed beverage line at rates of over 100,000 codes per hour. Increasingly, customers around the world are also interested in collaborating with us to advance their sustainability initiatives through novel solutions. For example, Esko’s Cape Pack package design and pallet optimization software has helped one of the world’s largest producers of packaged goods, eliminating the need for over 500,000 trucking miles annually – equating to the reduction of CO2 emissions by over 2.0 million pounds.

We believe PQI’s competitive strengths include our speed of product innovation, large service footprint with remotely connected installed base, and digital capabilities valued by customers. Our inline marking and coding solutions allow manufacturers to comply with product safety regulations and give consumers confidence that food, medicine, and other goods are safe for use, while maximizing printer uptime and reducing incidents of coding errors and related product waste. Our expertise in inspiring, virtualizing, formulating, and measuring color and appearance helps users improve the quality and relevance of their products, ensure consistency of brand, and reduce costs through a more efficient package and branding development process. Further, our automation, print process and press control solutions help packaging manufacturers reduce lead time and satisfy their customers’ demands for smaller, more frequent print jobs.

Segment revenue is typically generated through the initial sale of instruments (printers, vision inspection systems, color measurement devices, flexographic computer-to-plate imaging equipment), which helps drive the subsequent sale of consumables used with such instruments (such as ink cartridges and ribbon), ongoing services (such as maintenance and inspection), and software license revenue for services that streamline physical and design workflows and promote shorter, more variable production runs. Increasing regulatory requirements for information

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on packaging and accelerated digital transformation of packaging design and manufacturing are helping drive demand for PQI’s products.

PQI facilities are located in North America, Europe, Latin America, Asia, and the Middle East.

Our History

Veralto was established over the past 25 years through strategic acquisitions in attractive and highly regulated markets. These strategic acquisitions, combined with the application of DBS and investment in innovation and commercial resources, have resulted in compounded sales and earnings growth. In turn, Veralto has grown from approximately $770 million in sales in 2002 to $4.9 billion in sales in 2022 with an operating profit margin of 23%.

Danaher’s acquisition of Hach Company in 1999 solidified our foundation in the attractive water analytics sub-segment of the water industry. We successfully applied DBS to expand our commercial opportunity and bring innovative new products to market, while also optimizing costs to enhance our margin profile. As part of an effort to expand the strategic scope of WQ beyond water measurement, we added water treatment capabilities by acquiring Trojan Technologies in 2004 and ChemTreat in 2007. In addition to approximately 50 acquisitions, we have continued to expand the scope of our leading brands technically and geographically through organic investments in commercial resources and new product innovations, transforming our WQ segment from approximately $485 million in sales in 2002 to $2.9 billion in sales in 2022 with an operating profit margin of 23%.

We entered the product quality and innovation industry through the acquisition of Videojet in 2002. Under Danaher’s ownership, Videojet applied DBS to enhance its profit margins and sales growth through operational improvements, strengthened commercial execution and speed of innovation. Since then, we have expanded the business through acquisitions, most notably EskoArtwork in 2011 and X-Rite in 2012. In total, we have acquired and integrated approximately 30 businesses over the past 20 years, transforming our PQI segment from approximately $285 million in sales in 2002 to approximately $2.0 billion in sales in 2022 with an operating profit margin of 25%.

The history of WQ and PQI charts the evolution of DBS, a cornerstone of our culture and source of our competitive advantage. DBS, and now VES, is a set of tools at the core of our operating model centered around improving commercial execution, product innovation, operations and talent acquisition and management. As long-time practitioners of VES (and its predecessor, DBS), the Veralto team will continue to use these tools to better understand and address the technical problems of the markets we serve and our customers’ evolving needs.

We have made strategic acquisitions in both WQ and PQI to add digital and software capabilities to address our customers’ evolving digitization requirements and offer more comprehensive workflow solutions. Within WQ, a combination of acquisitions of software capabilities together with Hach’s organic development of its Claros software platform, accelerated our ability to streamline workflows across our customers’ enterprises, improving data management, remote operations, asset utilization and maintenance and regulatory compliance reporting. Within PQI, a major milestone was the acquisition of EskoArtwork. Subsequent additional investments have enhanced Esko’s scope to encompass modern cloud-based SaaS offerings, tools which automate and connect the packaging development and production workflows, and systems which accelerate the go-to-market processes for brand owners and consumer packaged goods companies. These enhanced and expanded digital capabilities enable us to better serve and support our customers through solutions that are integrated throughout the customers’ value chain – design to consumer – and by allowing them to leverage data in real time to help maximize up-time and optimize production.

Industry Overview

Water Quality Industry Overview

The global water quality industry is large and growing given the criticality of water management and conservation and the increasingly stringent regulation around water safety. Product and service solutions offered in this industry help customers accurately measure and treat water across a range of parameters, drive water management efficiencies, ensure compliance with regulatory requirements and meet their environmental and sustainability goals.

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Management estimates that the global water industry generated over $800 billion in sales during 2022, which includes all aspects of the water value chain. However, Veralto has strategically selected what management believes are some of the most attractive segments of this industry to participate in based on opportunities for growth and our ability to help our customers manage their greatest challenges, such as water scarcity, water safety, severe weather events and management of precious natural resources. Currently, the segments of the water quality industry we participate in include measurement (including environmental testing) and water and wastewater treatment. Geographically, North America and Europe are the most mature regions and we believe high-growth markets present an attractive opportunity given the relative scarcity of drinking water, the rising need for the treatment of sewage and drainage water and increasing regulatory compliance requirements.

Water Quality Industry Trends and Growth Drivers

We believe continued growth in the global water quality industry will be driven by a variety of factors that we are well positioned to benefit from, including:

•Increasing global demand for safe and affordable water: Safe drinking water is a fundamental human need; growing global population, rapid urbanization, industrial expansion, agricultural development and growth in infrastructure have increased the need for fresh water worldwide. According to the United Nations (“UN”) and the National Aeronautic & Space Administration (“NASA”), the global population has more than doubled in the last half century, and the lack of freshwater sources has resulted in water scarcity in certain parts of the world. Though 71% of the earth’s surface is covered with water, only 3.5% of the earth’s water is freshwater. As of 2019, 2.2 billion people lack access to safely managed drinking water, according to the World Health Organization (“WHO”), which will need to be addressed with enhanced water testing and treatment.

•Increasing government funding to support water and wastewater infrastructure: On November 15, 2021, the Bipartisan Infrastructure Law was signed, providing $55 billion to the U.S. Environmental Protection Agency (“EPA”) for water infrastructure investments from 2022 to 2026. This includes $35 billion allocated for safe drinking water and $12 billion allocated for wastewater and stormwater management, in an effort to improve the U.S. water utility infrastructure and promote safe drinking water through upgrades and renovation. Water infrastructure funding is also a priority in other developed and developing economies, such as China, where population needs require new and improved systems.

•Increasing threats to water access from growing scarcity and frequency of severe weather events: With an increasing scarcity in high-quality water sources, utilities and drinking water providers may need to rely on a number of processes to meet demand, including treatment of contaminated surface water, aquifer recharge and recovery and reuse. Protecting the quality of surface waters that may be used as drinking water requires wastewater treatment facilities to optimize their performance to improve the quality of effluent water discharged. Also, severe weather events and water shortages are driving the need for more rigorous environmental water monitoring to inform treatment protocols and waterway management as well as policies for longer-term resource management.

•The need to upgrade and optimize wastewater treatment facilities to cope with rising costs, energy demands, and increasing capacity challenges: With increasingly stringent effluent quality standards and growing demand for clean water and reduced energy consumption (the largest expense in running wastewater treatment plants), wastewater treatment plants require technology upgrades to improve operations and optimize energy consumption, reduce operational costs for chemicals and sludge disposal, and streamline plant data management to ensure the continuity of operations and mitigate costly failures. Facility optimization also increases the ability to manage influent water volatility, water scarcity impact and severe weather events.

•Increasing regulatory standards and reporting requirements for drinking water supply and wastewater discharge: Government entities such as the WHO, European Environment Agency (“EEA”), U.S. EPA, Ministry of Ecology and Environment (“MEE”) of China, and Central Pollution Control Board of India (“CPCB”) are playing key roles in establishing standards for contaminant levels in water and improving the

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quality of water environments to prevent water pollution and exposure to emerging contaminants. Access to safe drinking water and sanitation are internationally recognized human rights as noted in Article 11(1) of the UN’s International Covenant on Economic, Social and Cultural Rights. While many countries have formal drinking water laws and regulations, many high-growth markets lack sufficient human, financial and technical resources to implement and comply with these requirements.

•Growing need to detect and destroy emerging water contaminants that are increasingly impacting public health: Emerging (i.e., newly characterized and regulated) water contaminants that adversely impact public health at extremely low concentrations are a growing concern worldwide. To address this growing threat, customers require new technologies and methods for water treatment to effectively destroy these contaminants. Moreover, increasingly strict contaminant regulations have created new opportunities for novel tests to monitor these contaminants in source and environmental waters.

•Heightened focus on achieving environmental targets and the sustainable use of resources by the public and private sectors: According to the World Resource Institute, by 2030, the world is expected to face a 56% freshwater deficit. Climate change and the pressures of industrialization and economic development compound the freshwater deficit challenge. Recycling and recovery of wastewater have become a rising trend in the past decade, as wastewater reuse not only reduces the volume and environmental threat of released wastewater but also lessens the pressure on ecosystems arising from freshwater withdrawal. The United Nations Sustainable Development Goal 6 aims to ensure access to water and sanitation to all the people across the globe by the year 2030 through government initiatives to provide safe drinking water. Corporations are also increasingly focused on setting and achieving their environmental goals to advance their business models, address increasing investor requirements, solidify customer loyalty, attract and retain talent, and differentiate themselves from their competitors.

•Increasing adoption of digitization and demand for automation-based platforms and predictive capabilities by the industry driven by an aging and less experienced workforce and increased compliance requirements: On average, the workforce within the water and wastewater utility sectors are getting older. Approximately one-third of drinking water and wastewater operators in the U.S. will be eligible to retire in the next 10 years. Labor shortages and challenges with recruitment have driven the need for more digitization enabling remote monitoring, collaboration across the workflows, and automation, when possible, to ensure the continued efficient and reliable operation of critical infrastructure.

•Growing demand for environmental resource conservation and renewable energy: Municipalities, industrial water users and energy producers are all interested in reducing energy and water consumption to minimize operating costs and achieve environmental targets. As a result, there is an increasing need for solutions which optimize water treatment and usage, helping customers produce more sustainably. Additionally, a global transition towards sustainable energy has increased the demand for solar, wind, and geothermal energy production, driving demand for solutions that optimize yield from these non-fossil fuel energy sources.

Product Quality & Innovation Industry Overview

The product quality and innovation industry spans the full design, color, packaging, and marking and coding value chain. Product and service solutions offered in this industry seek to help customers streamline workflows, reduce time to market of new products, and ensure traceability of products throughout the supply chain — from manufacturer to distributor to retailer. The industry is broad and rapidly changing with the adoption of new technologies that digitize customers’ design and operational workflows and help optimize the supply chain.

The segments of the product quality and innovation industry we currently participate in include marking and coding (e.g., lot, date, and bar codes applied at filling plants and stored for supply chain tracking) and packaging and color (e.g., front-end packaging strategy, design, artwork preparation and packaging printing). PQI focuses on the broader horizontal workflow addressing needs across the entire product quality and innovation industry.

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Product Quality & Innovation Industry Trends and Growth Drivers

We believe continued growth in the global product quality and innovation industry will be driven by a variety of factors that we are well positioned to benefit from, including:

•Increasing regulation and consumer pressure on brands to help ensure product safety and transparency: The ability to track and trace products and their ingredients throughout the supply chain is critical for managing recalls and helps ensure consumer products are safe. Packaging, and the complementary labels and codes on packaging, facilitates compliance with regulation focused on product safety and addresses the increasing consumer demand for more transparency into the products they use. For example, the 2013 U.S. Drug Quality and Security Act outlines requirements for tracking system interoperable and electronic tracing of prescription drugs as they are distributed in the U.S. and seeks to mitigate risks from stolen, contaminated, or otherwise harmful products.

•Growing regulatory pressure and customer priorities to minimize the environmental impact of packaging: Regulation focused on reducing the environmental impact of packaging, such as the “European Green Deal,” which includes provisions to reduce packaging waste, is driving customer demand. Customers are also increasingly seeking to minimize the environmental impact of their operations. Accordingly, they are increasingly open to innovative solutions which result in more efficient package design and more efficient and environmentally friendly materials. These solutions can result in significant savings to customers by reducing water consumption in the manufacturing process or improving transportation efficiencies. For instance, Videojet helped the confectionary division of a leading global food brand replace their printers with next-generation printers optimized for marking on lighter, more sustainable film.

•Labor shortages and the need for greater speed to market driving adoption of digitization, automation, and connected devices: Global workforce shortages increase the demand for integrated solutions that help streamline the coordination process required to get a product to market. Further, greater automation and use of connected devices to manage the design to print process reduces human labor and provides increased efficiency desired during periods of labor scarcity.

•Changes in brand strategies and the proliferation of smaller brands, leading to faster packaging cycles and more frequent press runs: With the proliferation of SKUs in today’s marketplace, brand owners require solutions that maximize speed to market and allow for the flexibility to adjust printed packaging rapidly. This is particularly true for the growing number of emerging small and medium sized consumer brands. Customers seek to maximize marketing opportunities with solutions that allow them the fastest design-to-print timeline to get products into market or to quickly revise or tailor marketing used on packaging.

•Growing need to centralize and control product code management to improve efficiency and product security: Customers use marking and coding solutions to ensure products comply with regulatory standards of the country of origin and country of sale. With growing global regulations requiring increasingly complex product coding, customers are demanding the ability to manage product codes at an enterprise-level, rather than at a plant or line-level, to minimize coding errors that can result in costly scrap, rework, or fines from retailers.

Our Competitive Strengths

We believe Veralto has significant competitive strengths driven by our company culture with VES tools at its core and our leadership position across key market segments and geographies. Some of our key competitive strengths are:

•Strategically Positioned with Leading Brands and Technologies in the Most Attractive Parts of our Industries. Many of our operating companies have been leaders in their respective markets for decades and have built strong brand recognition and competitive positions. Our historic focus on product innovation has resulted in differentiated solutions that solve critical customer needs. Moreover, we expect our leading brands and competitive positions will drive future consumable and aftermarket opportunities.

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•Global Presence and Reach. We operate globally, with diverse sales channels, manufacturing operations and product development capabilities that help us competitively address local requirements. We have experienced management teams located in key geographies around the world, providing a strong local presence and a deep understanding of our customers’ workflows, needs and challenges. This customer intimacy is reflected in the fact that 75% of Veralto’s sales in 2022 were direct sales to customers.

•Uniquely Positioned to Address Customers’ Regulatory and Sustainability Priorities. We have a long history of helping customers navigate regulatory changes, address sustainability priorities and ensure the safety of consumer products. For instance, our WQ chemical treatment solutions help customers save water and reduce energy consumption and PQI’s package design and pallet optimization software helps customers reduce energy and packaging material consumption and waste. More broadly, several of our businesses help customers understand the impact of climate change and support the advancement of renewable energies, such as solar and wind.

•Superior Execution and Customer Impact Through the Application of VES. Our operating businesses have leveraged DBS to continuously improve operational and financial results across the business for over 20 years. DBS, which will be known as VES under Veralto, supports commercial execution, product innovation, operations and talent acquisition and management. Our use of VES to continuously refine our processes also contributes to our effectiveness in supporting our customers as they seek to optimize their own operations and achieve their ESG objectives. We believe that our ability to use VES to improve across these dimensions will increase customer satisfaction and help us maintain and grow our competitive advantage.

•Leading Track Record of Innovation and Customer-Centric Solutions. Management believes our decades of experience and our customer-centric approach has allowed us to develop high levels of technical know-how, process expertise, and customer intimacy. We leveraged these abilities to innovate solutions to address challenges faced by our customers. For example, in our Hach business, automatic samplers and digitally enabled instrumentation combined with Hach’s Claros SaaS offerings help municipal and industrial water operators optimize their processes, remotely operate, monitor and maintain equipment, comply with regulations, and analyze data to facilitate predictive operations. In our Esko business, our workflow software helps to simplify packaging design for users, reduce the design process timeline and associated labor costs and maximize yield from production runs.

•Durable Business Model with High Recurring Sales. Our businesses typically sell low-cost, high value-add systems that generate attractive aftermarket revenue through the sale of consumables (e.g., chemicals, reagents), spare parts, software and services used in the ongoing operation of our installed systems. Many of our products were launched to help customers comply with new regulations, resulting in sustainable positions in complex workflows with multiple stakeholders. Our business model drives recurring sales which represented approximately 59% of total sales for the year ended December 31, 2022, reducing volatility and cyclicality across our business portfolio. Our businesses are primarily exposed to customers’ operating expense budgets rather than capital expenditure budgets and given the operationally essential nature of our solutions in customers’ workflows, our businesses have a track record of resilient performance across economic cycles.

•Attractive Margins and Cash Flow Profile. We believe our products provide high value, differentiated solutions for customers’ critical workflows, which has helped us achieve attractive operating profit margins. Additionally, VES helps us drive efficiency in our cost structure promoting strong profitability and cash flows from operations. These factors, along with our modest capital expenditure requirements, help us deliver a high free cash flow to net income conversion ratio.

•Experienced Management Team with Extensive Danaher and Sector Experience. Our management team includes long-tenured leaders from Danaher with a proven track record of applying DBS, and now VES, to execute our strategic and operational goals. Our executive officer team has extensive water and product quality and innovation industry experience. Under their leadership, we believe we have positioned our business for organic and inorganic growth and diversified our sales globally.

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Our Business Strategy

Our strategy is to maximize stockholder value and advance public health and safety through several key initiatives:

•Sustainable Competitive Advantage Through Innovation and Customer Applications Expertise. We believe our businesses are leaders in attractive segments of the markets they serve, which are generally characterized by significant growth and relative profitability. Our focus on customers’ needs and our associates’ application expertise has guided our innovation, and in turn has helped us maintain and grow our industry position, particularly in areas of public health and safety, resource management, and environmental sustainability. In many end markets, we believe we are a leader in the evolution of technology – for example, the development of enabled and connected instruments, and software-driven products and business models. As our customers face increasingly complex challenges that extend beyond their operations into their enterprises and communities, we seek opportunities to address those challenges with innovative solutions that integrate into existing workflows.

•Drive Operational Excellence Through the Application of VES. VES has helped us deliver what we believe is above market core sales growth and operating profit margins. We will continue to evolve VES to drive continuous improvement in our processes around commercial execution, product innovation, operational improvements, and talent acquisition and management. We believe this focus on operational excellence and understanding customer needs has underpinned our long-term track record of growth and long-term, recurring customer relationships.

•Redeploy Our Free Cash Flow to Grow and Improve Our Businesses. We intend to re-invest the substantial free cash flow we expect from our operations, after taking into account any debt servicing payments and potential dividends, towards actions we believe drive long-term shareholder value creation - prioritizing accretive organic growth initiatives and acquisitions that strategically expand the offerings of our businesses and help us address new and emerging challenges impacting our customers while maintaining our flexibility to return capital to shareholders. We have identified several attractive areas for investment across our businesses, including R&D, facility improvement and expansion, and organic market expansion. We believe that our management team has considerable skill and experience deploying capital to drive growth, improve our leadership positioning and maximize stockholder value.

•Growth Through Acquisitions. As demonstrated through approximately 80 acquisitions completed as part of Danaher, we have developed an effective acquisition playbook to complement our core organic growth strategy. We plan to build upon our track record of success in acquiring and effectively integrating acquisitions with solutions that expand our capabilities to help customers and communities advance public health and safety. In addition to target identification, target cultivation and transaction execution, our M&A playbook supports the efficient on-boarding of acquisitions. Longer term, we expect the application of VES at acquired businesses to facilitate improved sales growth, profitability and cash flows. Our plan to continue to build upon our track record of success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy. We believe that our free cash flow from operations and leverage profile will enable us to grow through acquisitions after giving effect to any dividend payments and debt servicing obligations.

•Leverage and Expand Our Global Business Presence. Approximately 54% of our sales are generated outside North America, and we have significant operations around the world in key geographic markets. We expect this reach to facilitate our entry into new markets as we leverage existing sales channels, our familiarity with local customer needs and regulations, and the experience of our locally based management teams. We expect to continue prioritizing the development of localized solutions for high-growth markets with local manufacturing and product development capabilities.

•Attract and Retain Talent. We believe that our team of talented associates, united by a customer-centric approach, commitment to advance public health and safety and common culture of employing VES in pursuit of continuous improvement, allows us to maintain a significant competitive advantage. We seek to

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continue to attract, develop and retain world-class leaders and associates globally and to drive their engagement with our customers and broader workforce. We intend to closely align individual incentives to the objectives of the Company and its stockholders.

Reportable Segments

The table below describes the percentage of our total annual revenues attributable to each of our segments over each of the last three years ended December 31, 2022. For additional information regarding sales, operating profit and identifiable assets by segment, please refer to Note 4 in the audited Combined Financial Statements included in this information statement.

	2022		2021		2020
Water Quality	59	%	57	%	57	%
Product Quality & Innovation	41	%	43	%	43	%

2022 sales for the Water Quality segment by geographic destination were: North America, 55%; Europe, 18%; other developed markets, 2%; and high-growth markets, 25%. Manufacturing facilities of this segment are located in North America, Europe, Middle East, Latin America and Asia Pacific.

2022 sales for the Product Quality & Innovation segment by geographic destination were: North America, 34%; Europe, 28%; other developed markets, 3%; and high-growth markets, 35%. Manufacturing facilities of this segment are located in North America, Europe, Latin America and Asia Pacific.

Sales and Distribution

Veralto distributes approximately 25% of its technology and equipment products through third-party distributors. No individual customer accounted for more than 10% of combined sales in 2022, 2021 or 2020.

Acquisition Activities

Veralto views acquisitions as a key part of its growth strategy. These acquisition activities are intended to supplement Veralto’s core growth and support ongoing expansion of its business, including through new technologies, additional products, organizational strength and geographic breadth.

Sustainability

As a separate public company, Veralto management intends to build upon the sustainability journey we began as part of Danaher. We are deeply aware of our responsibility to our stakeholders and the opportunities before us to make a global difference—through our innovative products, our impact on the planet, and our people—as reflected in our unifying purpose, Safeguarding the World’s Most Vital Resources. In particular:

•At our core, the products and services of our two segments underscore our commitment to advancing broad sustainability objectives for our customers. For example:

◦Our Water Quality segment offers products and services that enable municipalities to deliver clean water while helping industrial customers to be good stewards of water in their processes.

◦Our Product Quality and Innovation segment allows brands to drive consumer transparency, measure and reduce packaging waste, and accelerate time-to-market for new packaging innovations.

•Our leadership has conducted a sustainability prioritization assessment to identify our sustainability priorities and inform our sustainability strategy.

•Informed by our prioritization assessment, we intend to establish and publicly communicate sustainability goals and rigorously measure our progress toward achieving such goals. Upon separation, we expect that

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the nominating and governance committee of Veralto's Board of Directors will have oversight responsibility for Veralto's sustainability program.

•In addition to outreach conducted as part of our prioritization assessment, we will continue to engage with stakeholders to inform our priorities and goals and the strategies through which we can achieve them. We intend to proactively solicit the voice of our stakeholders, including through associate surveys, meetings with investors, collaboration with our customers and partners, and participation in industry associations.

•We expect to actively evaluate opportunities to make an impact through collective actions such as sustainability-focused partnerships, initiatives, industry alliances, and grant-making opportunities.

•We will leverage the Veralto Enterprise System to help us achieve our sustainability goals and facilitate continuous improvement in our sustainability program.

Materials

Veralto’s manufacturing operations employ a wide variety of raw materials, including metallic-based components, electronic components, chemistries, OEM products, plastics and other petroleum-based products. Prices of oil and gas also affect Veralto’s costs for freight and utilities and also have an indirect impact on the cost of other purchased materials. While the price of, and global instability with respect to the supply of, oil and gas did not materially, adversely affect Veralto’s operations in 2022, Veralto is continuing to monitor the oil and gas commodity markets and will seek to mitigate price and/or availability risks as needed. Veralto purchases raw materials from a large number of independent sources around the world. No single supplier is material, although for some components that require particular specifications or regulatory or other qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components. Veralto utilizes a number of techniques to address potential disruption in and other risks relating to its supply chain, including in certain cases the use of safety stock, alternative materials and qualification of multiple supply sources.

The supply chain disruptions that began in 2021 for a number of our businesses continued in 2022 (including in some cases shortages of supply, cost inflation and shipping delays), as well as labor availability constraints and labor cost increases. Through the application of DBS tools and processes (including the implementation of price increases), Veralto largely mitigated the impact of these pressures on Veralto’s profitability and as a result these pressures did not have a material, adverse effect on the business in 2022. These pressures continue to varying degrees as of the date of this information statement. We are continuing to work with our suppliers to understand the existing and potential future impacts of these trends on our supply chain and we continue to take actions in an effort to mitigate such impacts, including purchasing components in the open market and qualifying additional suppliers. Due to the uncertainty regarding the duration and impact of these trends in 2023, there can be no assurance that these factors will not have an adverse impact on our business and financial statements in the future. For a further discussion of risks related to the materials and components required for Veralto’s operations, please refer to “Risk Factors.”

Russia-Ukraine Conflict

In 2022, Veralto suspended the shipment of products to Russia. In the first quarter of 2022, Veralto recorded a pretax charge of $1 million, primarily related to the impairment of accounts receivable and inventory related to Russian operations. Russia has significantly reduced the export of natural gas to Europe, creating upward pressure on natural gas prices and a reduced supply of natural gas. If this trend continues, Veralto’s European manufacturing facilities could face increased costs and risks of production disruptions. Veralto’s European customers and suppliers could experience similar adverse impacts, which could further adversely impact Veralto’s supply chain and also adversely impact the demand for its products. Veralto will continue monitoring the military, social, political, regulatory and economic environment in Ukraine and Russia and its broader impacts, and will consider further actions as appropriate. For a discussion of risks related to Veralto’s operations as a result of the military conflict between Russia and Ukraine, please refer to “Risk Factors.”

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Intellectual Property

Veralto owns numerous patents, trademarks, copyrights, trade secrets, and licenses to intellectual property owned by others. As of August 2023, Veralto’s Water Quality subsidiaries collectively have more than 900 utility and design patents issued in North America (including more than 250 in the United States), Europe, Latin America, Asia and other geographies, with expiration dates ranging from 2023 to 2048; and Veralto’s Product Quality & Innovation subsidiaries collectively have more than 1,600 utility and design patents issued in North America (including more than 300 in the United States), Europe, Latin America, Asia and other geographies, with expiration dates ranging from 2023 to 2048. Although in aggregate Veralto’s intellectual property is important to its operations, Veralto does not consider any single patent, trademark, copyright, trade secret, or license (or any related group of any such items) to be of material importance to any segment or to the business as a whole. From time to time Veralto may engage in litigation to protect its intellectual property rights. Veralto is not aware of any currently pending third-party claims or challenges reasonably likely to materially and adversely affect Veralto’s business. For a discussion of risks related to Veralto’s intellectual property, please refer to “Risk Factors.” All capitalized brands and product names throughout this document are trademarks owned by, or licensed to, Veralto or Danaher, as the case may be.

Competition

Although Veralto’s businesses generally operate in highly competitive markets, Veralto’s competitive position cannot be determined accurately in the aggregate or by segment since none of its competitors offer all of the same product and service lines or serve all of the same markets as Veralto, or any of its segments, does. Because of the range of the products and services Veralto sells and the variety of markets it serves, Veralto encounters a wide variety of competitors, including well-established regional competitors, competitors who are more specialized than it is in particular markets, as well as large companies or divisions of large companies with substantial sales, marketing, research and financial capabilities. Veralto is facing increased competition in a number of its served markets as a result of the entry of well-resourced companies into certain markets, the entry of competitors based in low-cost manufacturing locations, the development of competitive technologies by early-stage and emerging companies and increasing consolidation in particular markets. The number of competitors varies by product and service line. Management believes that Veralto has a leadership position in many of the markets it serves. Key competitive factors vary among Veralto’s businesses and product and service lines, but include the specific factors noted above with respect to each particular business and typically also include price, quality, performance, delivery speed, application expertise, service and support, technology and innovation, distribution network, breadth of product, service and software offerings and brand name recognition. For a discussion of risks related to competition, please refer to “Risk Factors.”

Human Capital

As of December 31, 2022, Veralto had approximately 16,000 employees (whom we refer to as “associates”), of whom approximately 6,000 were employed in the North America, 5,000 in Western Europe, less than 1,000 in other developed markets and 5,000 in high-growth markets. Approximately 15,000 of Veralto’s total employees were full-time and 1,000 were part-time employees. Of the United States employees, less than 10 were hourly-rated, unionized employees. Outside the United States, Veralto has government-mandated collective bargaining arrangements and union contracts in certain countries, particularly in Europe where many of Veralto’s employees are represented by unions and/or works councils.

Veralto is committed to attracting, developing, engaging and retaining the best people from around the world to sustain and grow its science and technology leadership. Our human capital strategy spans multiple key dimensions, including the following:

Culture and Governance

•Our culture is rooted in DBS, which at Veralto will be known as VES following the separation. VES is a set of tools at the core of our operating model centered on improving commercial execution, product innovation, operations, and talent acquisition and management.

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•We anticipate the Board will review the Company’s human capital strategy annually and at other times during the year in connection with significant initiatives and acquisitions, supported by the Compensation Committee’s oversight of our executive and equity compensation programs. At the management level, our Human Resources leader, who will report directly to our President and CEO, will be responsible for the development and execution of the Company’s human capital strategy.

Recruitment

•We focus on identifying, attracting and recruiting diverse talent to meet our current and future business needs. We have invested in comprehensive talent acquisition capabilities across all levels of recruitment. Our diversity attraction efforts are an important component of our overall talent acquisition strategy and focus on: (1) establishing and fostering partnerships with diverse organizations, and (2) effectively sourcing diverse talent.

Engagement

•General. Our engagement strategy focuses on developing the best workplace and best people leaders to meet our associates’ needs every day. Further, we believe that better associate engagement helps enable better retention and better business performance.

•Diversity, Equity and Inclusion. We seek to continuously improve and sustain a diverse and inclusive culture free of systemic bias and where all associates feel they belong. We believe a diverse workforce and culture of inclusion is essential to drive innovation, fuel growth and help ensure our technologies and products effectively serve a global customer base.

We have leveraged DBS with the goal of driving progress on diversity representation and inclusive culture, including by requiring all of our operating companies to implement a diversity, equity and inclusion Policy Deployment initiative in each of 2021, 2022 and 2023. Our diversity, equity and inclusion initiatives focus on broadening our candidate pools, sourcing diverse slates in the hiring process, and developing people leaders’ competency in and accountability for diversity, equity and inclusion.

•We have achieved base pay equity for women and for racial and ethnic minorities in the U.S.

Retention

•Compensation and Benefits. We are committed to offering competitive compensation and benefits, tailored in form and amount to geography, industry, experience and performance and designed to attract associates, motivate and reward performance, drive growth and support retention. We have a common job architecture across our businesses to provide a standardized framework for defining jobs, job families, and career levels, and set market-aligned pay structures for each career level (adjusted as appropriate for the particular job family, industry, and geography) based on a range of compensation surveys.

•Performance Management. Our annual performance management program supports our high-performance culture by seeking to ensure that high-performing associates are recognized and rewarded for their contributions. Our program guides associates and their managers in setting clear personal performance goals aligned to our strategic priorities. Annual reviews under the program assess performance against these formal, annual objectives.

•Talent Development and Career Mobility. Our talent development program strives to provide every associate with appropriate development opportunities. In particular, we make available to people leaders training, coaching and developmental resources to help them be effective leaders and advance their careers.

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Research and Development

Veralto conducts R&D activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and reliability of its existing products and expanding the applications for which uses of its products are appropriate. Veralto conducts R&D activities primarily in North America, Europe and Asia and generally on a business-by-business basis. Veralto anticipates that it will continue to make significant expenditures for R&D as it seeks to provide a continuing flow of innovative products and services to maintain and improve its competitive position. For a discussion of the risks related to the need to develop and commercialize new products and product enhancements, please refer to “Risk Factors.”

Government Contracts

Although the substantial majority of Veralto’s revenue in 2022 was from customers other than governmental entities, Veralto has agreements relating to the sale of products to government entities. As a result, Veralto is subject to various statutes and regulations that apply to companies doing business with governments. For a discussion of risks related to government contracting requirements, please refer to “Risk Factors.” No material portion of Veralto’s business is subject to renegotiation of profits or termination of contracts at the election of a government entity.

Regulatory Matters

Veralto faces extensive government regulation both within and outside the United States relating to the development, manufacture, marketing, sale and distribution of its products and services. The following sections describe certain significant regulations that Veralto is subject to. These are not the only regulations that Veralto’s businesses must comply with. For a description of the risks related to the regulations that Veralto’s businesses are subject to, please refer to “Risk Factors.”

Data Privacy and Security Laws

As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. For example, the European Union’s General Data Protection Regulation (“GDPR”) imposes significant restrictions on how we collect, transmit, process and retain personal data, including, among other things, in certain circumstances a requirement for almost immediate notice of data breaches to supervisory authorities with significant fines for non-compliance. State privacy laws in California impose some of the same features as the GDPR and have prompted several other states to enact similar laws. Additionally, a bipartisan bill under consideration in Congress would, if adopted, impose broad privacy requirements at the federal level. Several other countries such as China and Russia have passed, and other countries are considering passing, privacy laws that require personal data relating to their citizens to be maintained on local servers or impose significant restrictions on data transfer. For a discussion of risks related to these laws, please refer to “Risk Factors.”

Environmental Laws and Regulations

Veralto’s operations, products and services are subject to numerous U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations concerning, among other things, the health and safety of our employees, the generation, storage, use and transportation of hazardous materials, emissions or discharges of substances into the environment, investigation and remediation of hazardous substances or materials at various sites, chemical constituents in products and end-of-life disposal and take-back programs for products sold.A number of Veralto’s operations involve the handling, manufacturing, use or sale of substances that are or could be classified as hazardous materials within the meaning of applicable laws.Compliance with these laws and regulations has not had and, based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on Veralto’s capital expenditures, earnings or competitive position, and Veralto does not anticipate material capital expenditures for environmental control facilities.

In addition to environmental compliance costs, Veralto from time to time incurs costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous

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materials handling practices.Veralto may also from time to time become party to personal injury, property damage or other claims brought by private parties alleging injury or damage due to the presence of, or exposure to, hazardous substances.If Veralto determines that potential liability for a particular site or with respect to a personal injury claim is known or considered probable and reasonably estimable, Veralto accrues the total estimated loss, including investigation and remediation costs, associated with the site or claim. For a discussion of risks related to compliance with environmental and health and safety laws and risks related to past or future releases of, or exposures to, hazardous substances, please refer to “Risk Factors.”

Antitrust Laws

The U.S. federal government, most U.S. states and many other countries have laws that prohibit certain types of conduct deemed to be anti-competitive. Violations of these laws can result in various sanctions, including criminal and civil penalties. Private plaintiffs also could bring civil lawsuits against us in the United States for alleged antitrust law violations, including claims for treble damages.

Export/Import Compliance

Veralto is required to comply with various U.S. export/import control and economic sanctions laws, including:

•the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls, which, among other things, imposes license requirements on the export from the United States of defense articles and defense services listed on the U.S. Munitions List;

•the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which, among other things, impose licensing requirements on the export, in-country transfer and re-export of certain dual-use goods, technology and software (which are items that have both commercial and military or proliferation applications);

•the regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control, which implement economic sanctions imposed against designated countries, governments and persons based on United States foreign policy and national security considerations; and

•the import regulatory activities of the U.S. Customs and Border Protection and other U.S. government agencies.

Other nations’ governments have implemented similar export/import control and economic sanction regulations, which may affect Veralto’s operations or transactions subject to their jurisdictions.

In addition, under U.S. laws and regulations, U.S. companies and their subsidiaries and affiliates outside the United States are prohibited from participating or agreeing to participate in unsanctioned foreign boycotts in connection with certain business activities, including the sale, purchase, transfer, shipping or financing of goods or services within the United States or between the United States and other countries. If we, or third parties through which we sell or provide goods or services, violate anti-boycott laws and regulations, we may be subject to civil or criminal enforcement action and varying degrees of liability.

For a discussion of risks related to export/import control and economic sanctions laws, please refer to “Risk Factors.”

International Operations

Veralto’s products and services are available worldwide, and its principal markets outside the United States are in Europe, Asia and Latin America. In 2022, Veralto generated 46% of its sales in North America, 22% of its sales in Western Europe, 3% of its sales in other developed markets and 29% of its sales in high-growth markets.

Veralto also has operations around the world, and this geographic diversity allows Veralto to draw on the skills of a worldwide workforce, provides greater stability to its operations, allows Veralto to drive economies of scale, provides revenue streams that may help offset economic trends that are specific to individual economies and offers

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Veralto an opportunity to access new markets for products. In addition, Veralto believes that future growth depends in part on its ability to continue developing products and sales models that successfully target high-growth markets.

The manner in which Veralto’s products and services are sold outside the United States differs by business and by region. Most of Veralto’s sales in non-U.S. markets are made by its subsidiaries located outside the United States, though Veralto also sells directly from the United States into non-U.S. markets through various representatives and distributors and, in some cases, directly. In countries with low sales volumes, Veralto generally sells through representatives and distributors.

Information about the effects of foreign currency fluctuations on Veralto’s business is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this information statement. For a discussion of risks related to Veralto’s non-U.S. operations and foreign currency exchange, please refer to “Risk Factors.”

Properties

As of the separation, our corporate headquarters will be located in Waltham, Massachusetts in a facility that we will lease. As of December 31, 2022, Veralto had facilities in over 45 countries, including approximately 60 principal administrative, sales, research and development, manufacturing and distribution facilities. 19 of these facilities are located in the United States in over 10 states and 41 are located outside the United States, primarily in Europe and to a lesser extent in South America, Asia and Canada. Please refer to Note 7 to the audited Combined Financial Statements included in this information statement for additional information with respect to our lease commitments. The Company does not believe that any individual lease agreement is material to the Company as a whole.

Legal Proceedings

We are, from time to time, subject to a variety of litigation and other legal and regulatory proceedings and claims incidental to our business. Based upon our experience, current information and applicable law, we do not believe that these proceedings and claims will have a material effect on our business and financial statements. Please refer to Note 12 to the audited Combined Financial Statements included in this information statement for additional information.

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MANAGEMENT

Executive Officers Following the Distribution

The following table sets forth information regarding the individual expected, as of the date of this information statement, to serve as an executive officer of Veralto, and is followed by a biography of such individual.

Name	Age	Position
Jennifer L. Honeycutt	54	President and Chief Executive Officer; Director
Sameer Ralhan	50	Senior Vice President and Chief Financial Officer
Melissa Aquino	52	Senior Vice President, Water Quality
Mattias Byström	50	Senior Vice President, Product Quality and Innovation
Surekha Trivedi	48	Senior Vice President, Strategy & Sustainability
Lesley Beneteau	50	Senior Vice President, Human Resources
Sylvia Stein	57	Senior Vice President and General Counsel

Jennifer L. Honeycutt will serve as Veralto’s President and Chief Executive Officer and a member of the Board, and has served as Executive Vice President with responsibility for Danaher’s Environmental & Applied Solutions segment since July 2022. Prior to that, Ms. Honeycutt has served in leadership positions in a variety of different functions and businesses since joining Danaher in 1999, including most recently as Executive Vice President for Danaher’s Life Sciences Tools Platform and Global High Growth Markets from January 2021 through September 2022, Vice President & Group Executive within Danaher’s Life Sciences Platform from May 2019 through January 2021, and as President of Pall Corporation from January 2017 through January 2021.

Sameer Ralhan will serve as Veralto’s Senior Vice President and Chief Financial Officer. Prior to joining Danaher in June 2023, Mr. Ralhan held a variety of positions at The Chemours Company, a global provider of performance chemicals, from November 2014 to June 2023, including as Senior Vice President, Chief Financial Officer from June 2019 to June 2023, and as Vice President, Finance and Treasurer from May 2018 to June 2019.

Melissa Aquino will serve as Veralto’s Senior Vice President, Water Quality, and has served as Vice President and Group Executive of Danaher’s Water Quality companies since January 2023. Prior to that, Ms. Aquino served as Senior Vice President & Group Executive of IDEX Corporation, a provider of specialty engineered products, from October 2022 to January 2023. Prior to joining IDEX Corporation, Ms. Aquino held a variety of positions at Danaher from March 2000 to October 2022, including most recently as President of Cepheid, a Danaher subsidiary, from April 2021 to October 2022.

Mattias Byström will serve as Veralto’s Senior Vice President, Product Quality and Innovation, and has served as Vice President and Group Executive of Danaher’s Product Identification companies since November 2021. Prior to that, Mr. Byström served in various leadership roles for Danaher’s Product Identification businesses since September 2018, including President of Esko from September 2018 to March 2020 and most recently as President of Danaher’s Packing & Color Management companies from March 2020 to November 2021. Prior to joining Danaher, Mr. Byström served as Chief Executive Officer of FlexLink, a provider of conveyor systems and factory automation systems, from April 2015 to April 2018.

Surekha Trivedi will serve as Veralto’s Senior Vice President, Strategy & Sustainability, and has held a variety of positions at Danaher since joining Danaher in 2007, including most recently as Vice President of Strategy for Danaher’s Environmental & Applied Solutions segment since October 2022.

Lesley Beneteau will serve as Veralto’s Senior Vice President, Human Resources, and has held a variety of positions since joining Danaher in 2010 including most recently as Vice President, Talent Management of Danaher since November 2015.

Sylvia Stein will serve as Veralto’s Senior Vice President, General Counsel. Prior to joining Danaher in June 2023, Ms. Stein served as Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Modine Manufacturing Company, a thermal management company, from January 2018 to June 2023.

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Board of Directors Following the Distribution

The following table sets forth information with respect to individuals expected, as of the date of this information statement, to serve on the Board following the completion of the separation, and is followed by a biography of each such individual. The nominees have been approved for election by Veralto’s sole stockholder, Danaher, in anticipation of the separation.

Name	Age	Position
Jennifer L. Honeycutt	54	President and Chief Executive Officer; Director
Linda Filler	63	Chair; Director Nominee
Francoise Colpron	52	Director Nominee
Daniel L. Comas	59	Director Nominee
Shyam P. Kambeyanda	52	Director Nominee
William H. King	56	Director Nominee
Walter G. Lohr, Jr.	79	Director Nominee
Heath A. Mitts	52	Director Nominee
John T. Schwieters	83	Director Nominee
Cindy L. Wallis-Lage	60	Director Nominee
Thomas L. Williams	64	Director Nominee

The biography of Jennifer L. Honeycutt is set forth under “—Executive Officers.”

Linda Filler retired as President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer at Walgreen Co., a retail pharmacy company, in April 2017. Prior to her role at Walgreen, she served in executive roles for leading consumer products and retail organizations, including President, North America for Claire’s, Executive Vice President-Merchandising at Walmart, Inc., Executive Vice President-Global Strategy at Kraft Foods, and CEO of the largest branded apparel unit of Hanesbrands/Sara Lee. Her responsibilities have straddled U.S. and international general management roles, corporate strategy, product innovation, marketing and merchandising responsibilities, manufacturing and logistics operations, retail logistics and operations, and corporate social responsibility.

Understanding and responding to the needs of our customers is fundamental to Veralto’s business strategy, and Ms. Filler’s expertise with customers, brand management and portfolio strategy has benefited Danaher Corporation and will be a valuable resource to Veralto’s Board. Her prior leadership experiences with large global public companies, and in particular her focus on global portfolio strategy, capital allocation and strategic brand development, will be a key asset to Veralto.

Ms. Filler serves as Lead Independent Director for Danaher Corporation and also serves on The Carlyle Group Inc. board of directors. Ms. Filler also serves or has served on private and philanthropic boards.

Françoise Colpron served as Group President, North America of Valeo SA, a global automotive supplier enabling smart mobility, from March 2008 to July 2022, and was responsible for Valeo’s activities in the United States, Mexico and Canada. She joined Valeo in 1998 in the legal department and held several positions, first as Legal Director for the Climate Control branch in Paris, and then as General Counsel for North and South America, from 2005 to 2015. Before joining Valeo, Ms. Colpron began her career as a lawyer at Ogilvy Renault in Montreal, Canada (now part of the Norton Rose Group). Ms. Colpron’s global business experience includes prior work assignments in Europe, Asia and North America. Since October 2022, Ms. Colpron has served as a director of Celestica Inc., a global leader in high reliability design, manufacturing and supply chain solutions. Since May 2019, Ms. Colpron has served as a director of Sealed Air Corporation, a global packaging solutions company, where she has served on various committees including as chair of its compensation committee since May 2021. Ms. Colpron previously served as a director of Alstom, a rail transportation manufacturing company, from July 2017 to September 2019, as well as on the boards of directors of other industry associations. Ms. Colpron has received

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recognition by various automotive industry and business organizations, and was inducted into the French Légion d’Honneur in 2015.

A corporate director and strategic leader with over 30 years of global business and legal experience, Ms. Colpron provides international expertise coupled with extensive board experience.

Daniel L. Comas served as Executive Vice President of Danaher from April 2005 through December 2020, including as Chief Financial Officer from April 2005 through December 2018, and currently serves as an advisor to Danaher. From the time he joined Danaher in 1991 until his appointment as Executive Vice President, Mr. Comas served in various roles with responsibilities over corporate development, treasury, finance and risk management. Mr. Comas also serves on the board of directors of Fortive Corporation.

Mr. Comas has deep expertise in finance, strategy, corporate development, capital allocation, accounting, human capital management, and risk management. His role in Danaher’s mergers and acquisition program is a domain expertise that will be particularly valuable to Veralto given the importance of its acquisition program. In addition, through his extensive leadership experience at Danaher, he has direct understanding of the principles of DBS, and going forward VES, and its culture of continuous improvement.

Shyam P. Kambeyanda has served as President and Chief Executive Officer and a director of ESAB Corporation, an American-Swedish diversified industrial company and manufacturer of equipment and consumables and automation solutions for use in cutting, welding and gas control applications, since April 2022. From May 2016 to April 2022, he served in a series of progressively responsible executive roles at Colfax Corporation, from which ESAB was spun-off. Mr. Kambeyanda oversaw the growth of ESAB’s fabrication technology business, expanding ESAB’s global operations, improving financial performance and driving ESAB Business Excellence (EBX) throughout the business. Prior to joining Colfax and ESAB, Mr. Kambeyanda served in executive roles at Eaton Corporation from 1995 to 2016, with a strong supply chain, strategy and operations focus.

Mr. Kambeyanda maintains a keen international perspective on driving growth and business development in emerging markets. He brings extensive senior executive and leadership experience, in particular for global businesses, which we anticipate will be of key importance for Veralto.

William H. King has served as Senior Vice President – Strategic Development of Danaher since 2014, after serving as Vice President – Strategic Development from 2005 to 2014. From the time he joined Danaher in 1998 until his appointment as Vice President – Strategic Development, Mr. King served in various general management and functional roles with responsibilities over sales, marketing and business development.

Mr. King’s long-standing experience leading Danaher’s strategy function gives him keen insights into Veralto’s strategy, served industries and opportunities for future growth. His role in Danaher’s mergers and acquisition program is a domain expertise that will be particularly valuable to Veralto given the importance of its acquisition program. In addition, through his extensive leadership experience at Danaher, he has direct understanding of the principles of DBS, and going forward VES, and its culture of continuous improvement.

Walter G. Lohr, Jr. was a partner of Hogan Lovells, a global law firm, until retiring in 2012, and has also served on the boards of private and non-profit organizations. Prior to his tenure at Hogan Lovells, Mr. Lohr served as assistant attorney general for the State of Maryland. Mr. Lohr also serves on the board of directors of Danaher.

Mr. Lohr has extensive experience advising companies in a broad range of transactional matters, including mergers and acquisitions, contests for corporate control and securities offerings. His extensive knowledge of the legal strategies, issues and dynamics that pertain to mergers and acquisitions and capital raising is expected to be a critical resource for Veralto given the importance of its acquisition program.

Heath A. Mitts has served since September 2016 as Executive Vice President, Chief Financial Officer of TE Connectivity, a technology company that designs and manufactures connectors and sensors for several industries, where he is responsible for developing and implementing financial strategy. Mr. Mitts has also served as a director of TE Connectivity since March 2021. Prior to that, Mr. Mitts served as Senior Vice President and Chief Financial Officer and in other executive financial roles for IDEX Corporation, an applied solutions company specializing in

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fluid and metering technologies, health and science technologies, and fire, safety and other diversified products, from 2005 to September 2016, and as Chief Financial Officer PerkinElmer, Asia, based in Singapore, from 2001 to 2005. Prior to his service with PerkinElmer, Mr. Mitts held various senior financial leadership positions during his tenure at Honeywell International from 1996 to 2001. Mr. Mitts has also served as a director of Columbus McKinnon Corporation, a material handling and motion control manufacturer, since May 2015, where he serves on the audit and compensation committees.

Mr. Mitts’ extensive senior financial leadership experience at decentralized, business-system driven publicly traded companies, including expertise leading acquisitions and water sector knowledge, as well has his public board expertise, make him a valuable addition to the Veralto Board.

John T. Schwieters served as Principal of Perseus TDC, a real estate investment and development firm, from 2013 until May 2023. He also served as a Senior Executive of Perseus, LLC, a merchant bank and private equity fund management company, from 2012 to 2016, and as Senior Advisor from 2009 to 2012. Mr. Schwieters also serves on the board of directors of Danaher.

In addition to his roles with Perseus, Mr. Schwieters led the Mid-Atlantic region of one of the world’s largest accounting firms after previously leading that firm’s tax practice in the Mid-Atlantic region, and has served on the boards and chaired the audit committees of several NYSE-listed public companies. He brings to Veralto extensive knowledge and experience in the areas of public accounting, tax accounting and finance, which are expected to be areas of critical importance to Veralto as a large, global and complex public company.

Cindy L. Wallis-Lage served as Executive Director, Sustainability and Resilience of Black & Veatch Holding Company, a private engineering, consulting and construction company with a more than 100-year track history of innovation in sustainable infrastructure, from January 2022 to September 2022. In this role, Ms. Wallis-Lage focused on driving a sustainability brand and establishing and integrating environmental, social and governance policies and practices. Prior to that, she served as President, Global Water Business of Black & Veatch from January 2012 to December 2021. Ms. Wallis-Lage also served as a director of Black & Veatch from March 2012 to September 2022. A 35-year veteran of Black & Veatch, Ms. Wallis-Lage was an active champion of water's true value and its impact on sustainable communities. In addition, Ms. Wallis-Lage has served on the Comfort Systems USA board of directors since May 2021, where she currently serves on the nominating, governance and sustainability committee.

Ms. Wallis-Lage is well-known in the industry for her expertise in the treatment and reuse of water and wastewater resources. Her extensive senior executive experience leading strategies, development and operations of a global water-related business, including the development of sustainability practices and digital platforms, will be a key asset to Veralto in light of its portfolio and strategic priorities. Ms. Wallis-Lage also provides valuable insight from her public board experience.

Thomas L. Williams has served since January 2023 as Executive Chairman of Parker Hannifin Corporation, which manufactures and sells motion and control technologies and systems for mobile, industrial and aerospace markets. From the time he joined Parker Hannifin in 2003, Mr. Williams served as Chief Executive Officer and director of Parker Hannifin from February 2015 to December 2022, as Chairman of the board of directors of Parker Hannifin from January 2016 to December 2022. Previously, he was Executive Vice President and Operating Officer of Parker Hannifin with responsibility for Parker’s Aerospace, Engineered Materials, Filtration, Instrumentation and Asia Pacific groups and its Strategic Pricing department from 2003 to January 2015. Mr. Williams has announced his intention to retire from the Parker Hannifin board of directors in December 2023. Prior to joining Parker Hannifin, Mr. Williams held a number of key management positions at General Electric, a diversified manufacturing company. Mr. Williams has served as a director at the Goodyear Tire & Rubber Company since February 2019 and chairs its governance committee, and a director of Sherwin- Williams, a paint and coatings company, since July 2023 and serves on its compensation committee. Previously, he served as a director at Chart Industries, a global manufacturer of highly-engineered equipment serving the clean energy and industrial gas markets, from 2008 to 2019.

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Mr. Williams’ significant chief executive officer experience and operational leadership at public companies, including his deep knowledge of executive compensation and governance expertise from his service on the boards of multiple public companies, will be a valuable resource to the Veralto Board.

Composition of Board

Upon completion of the distribution, the Board is expected to consist of 11 members.

The Veralto amended and restated certificate of incorporation will provide that the Board will be divided into three classes. The three directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following the distribution, which Veralto expects to be held in 2024. The four directors designated as Class II directors will have terms expiring at the following year’s annual meeting of stockholders, which Veralto expects to be held in 2025. The four directors designated as Class III directors will have terms expiring at the following year’s annual meeting of stockholders, which Veralto expects to be held in 2026. Commencing with the first annual meeting of stockholders following the separation, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires and thereafter will serve for a term of three years. Veralto expects that Class I directors will be comprised of Francoise Colpron, Shyam P. Kambeyanda and William H. King; Class II directors will be comprised of Daniel L. Comas, Walter G. Lohr, Jr., John T. Schwieters and Cindy L. Wallis-Lage; and Class III directors will be comprised of Linda Filler, Jennifer L. Honeycutt, Heath A. Mitts and Thomas L. Williams.

Director Independence

The Board has determined that Mss. Colpron, Filler and Wallis-Lage and Messrs. Kambeyanda, Lohr, Mitts, Schwieters and Williams are independent directors under the applicable rules of the NYSE.

The Board will assess on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Governance Committee, will make a determination as to which members are independent.

Committees of the Board of Directors

Effective immediately prior to the commencement of “when-issued” trading of shares of Veralto common stock on the NYSE, the Board will have a standing Audit Committee, and effective upon the completion of the separation, the Board will have a standing Compensation Committee and a Nominating and Governance Committee.

Audit Committee. The initial members of the Audit Committee will be Messrs. Kambeyanda, Mitts and Schwieters, and Mr. Schwieters will serve as chair of the Audit Committee. The Board is expected to determine that Mr. Schwieters is an “audit committee financial expert” for purposes of the rules of the SEC. In addition, the Board is expected to determine that each of the members of the Audit Committee is independent, as defined by the rules of the NYSE and Section 10A(m)(3) of the Exchange Act. Rule 10A-3 of the Exchange Act and the NYSE rules require that the Audit Committee have at least one independent member upon the listing of our common stock, have a majority of independent members within 90 days of the date of this information statement and be composed entirely of independent members within one year of the date of this information statement. The Audit Committee is expected to typically meet in executive session, without the presence of management, at each regularly scheduled meeting, and report to the Board on its actions and recommendations at each regularly scheduled Board meeting. The Audit Committee will meet at least quarterly and will also:

•review and discuss with management and the independent auditor the quality and integrity of Veralto’s financial statements;

•oversee the effectiveness of Veralto’s internal control over financial reporting;

•oversee the qualifications, appointment, compensation, independence and performance of Veralto’s independent auditors;

•review and approve the performance of Veralto’s internal audit function;

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•evaluate and ensure Veralto’s compliance with legal and regulatory requirements; and

•assist the Board in overseeing the risks described below under “Board’s Role in Risk Oversight.”

Compensation Committee. The initial members of the Compensation Committee will be Mss. Colpron and Filler and Mr. Williams, and Mr. Williams will serve as chair of the Compensation Committee. The Board is expected to determine that each member of the Compensation Committee is independent, as defined by the rules of the NYSE and Section 10C(a) of the Exchange Act. In addition, Veralto expects that each of the members of the Compensation Committee will qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee will discharge the Board’s responsibilities relating to compensation of Veralto’s executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, Veralto’s executive officers. The Compensation Committee will also:

•consider factors relating to independence and conflicts of interests in connection with the compensation consultants that provide advice to the Compensation Committee;

•review and make recommendations to the Board with respect to all equity compensation plans and all executive officer incentive compensation plans, and exercise all authority of the Board (and all responsibilities assigned by such plans to the Committee) with respect to the administration of such plans;

•review and discuss with Veralto management the Compensation Discussion & Analysis (“CD&A”) and recommend to the Board that the CD&A be included in the annual meeting proxy statement;

•review the results of any stockholder advisory votes on Veralto’s executive compensation, consider whether to recommend adjustments to Veralto’s executive compensation policies and practices as a result of such advisory votes, and make recommendations to the Board relating to the recommended frequency of such votes;

•prepare the report required by the SEC to be included in the annual meeting proxy statement;

•review and make recommendations to the Board regarding, and monitor compliance with, Veralto’s stock ownership guidelines; and

•assist the Board in overseeing the risks described below under “Board’s Role in Risk Oversight”.

Nominating and Governance Committee. The initial members of the Nominating and Governance Committee will be Mss. Colpron and Wallis-Lage and Mr. Lohr, and Mr. Lohr will serve as chair of the Nominating and Governance Committee. The Board is expected to determine that each of the members of the Nominating and Governance Committee is independent, as defined by the rules of the NYSE. The Nominating and Governance Committee will:

•develop and lead the process for identifying individuals qualified to become Board members, and make recommendations to the Board regarding all nominees for Board membership;

•make recommendations to the Board regarding the size and composition of the Board and its committees;

•make recommendations to the Board regarding matters of corporate governance and develop and oversee the operation of Veralto’s Corporate Governance Guidelines and Related Person Transactions Policy;

•oversee the orientation process for newly elected members of the Board and continuing director education;

•develop and oversee the annual self-assessment process for the Board and its committees;

•review and make recommendations to the Board relating to management succession planning;

•review and make recommendations to the Board regarding non-management director compensation;

•oversee the Company’s sustainability program; and

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•assist the Board in overseeing the risks described below under “Board’s Role in Risk Oversight.”

The Board is expected to adopt a written charter for each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. These charters will be posted on Veralto’s website in connection with the separation.

Compensation Committee Interlocks and Insider Participation

During Veralto’s fiscal year ended December 31, 2022, Veralto was not a separate company and did not have a compensation committee or any other committee serving a similar function. Decisions as to the compensation of those who will serve as Veralto’s executive officers for that fiscal year were made by Danaher, as described in the section of this information statement captioned “Executive Compensation—Compensation Discussion and Analysis.”

Corporate Governance

Stockholder Recommendations for Director Nominees

Veralto’s amended and restated bylaws will contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board. Veralto expects that the Board will adopt processes concerning the evaluation of stockholder recommendations of board candidates by the Nominating and Governance Committee.

Corporate Governance Guidelines

The Board is expected to adopt a set of Corporate Governance Guidelines in connection with the separation to assist it in guiding Veralto’s governance practices. These practices will be regularly reevaluated by the Nominating and Governance Committee in light of changing circumstances in order to continue serving Veralto’s best interests and the best interests of its stockholders. These guidelines will cover a number of areas, including the role of the Board, Board composition, director independence, director selection, qualification and election, director compensation, executive sessions, key Board responsibilities, CEO evaluation, succession planning, Board leadership and operations, annual Board assessments, Board committees, director orientation and continuing education, Board agenda, materials, information and presentations, director access to management and independent advisors, and Board communication with stockholders and others. A copy of Veralto’s corporate governance guidelines will be posted on its website.

Director Qualification Standards

Veralto’s Corporate Governance Guidelines will provide that the Nominating and Governance Committee is responsible for reviewing with the Board the appropriate skills and characteristics required of Board members in the context of the makeup of the Board and developing criteria for identifying and evaluating board candidates. Veralto believes that it is important that its directors demonstrate:

•personal and professional integrity and character;

•prominence and reputation in his or her profession;

•skills, knowledge and expertise (including business or other relevant experience) that in aggregate are useful and appropriate to the effective oversight of Veralto’s business;

•the extent to which the interplay of his or her skills, knowledge, expertise and background with that of the other Board members will help build a Board that is effective in collectively meeting Veralto’s strategic needs and serving the long-term interests of the stockholders;

•the capacity and desire to represent the interests of the stockholders as a whole; and

•availability to devote sufficient time to the affairs of Veralto.

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The Nominating and Governance Committee will be responsible for identifying and recommending to the Board a slate of nominees for election at each annual meeting of stockholders. Nominees may be suggested by directors, members of management, stockholders or, in some cases, by a third-party search firm. The Nominating and Governance Committee will consider a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, the evaluations of other prospective nominees and the qualifications of each potential nominee relative to the attributes, skills and experience described above. The Board does not expect to have a formal or informal policy with respect to diversity but it is expected that the Board, taken as a whole, will embody a diverse set of skills, knowledge, experiences and backgrounds appropriate in light of Veralto’s needs, and in this regard the Board expects to subjectively take into consideration the diversity (with respect to race, gender and national origin) of the Board when considering director nominees. The Board does not expect to make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

A stockholder who wishes to recommend a prospective nominee for the Board should notify the Nominating and Governance Committee in writing using the procedures described under “—Stockholder Recommendations for Director Nominees” with whatever supporting material the stockholder considers appropriate. If a prospective nominee has been identified other than in connection with a director search process initiated by the Nominating and Governance Committee, the Nominating and Governance Committee will make an initial determination as to whether to conduct a full evaluation of the candidate. The Nominating and Governance Committee’s determination of whether to conduct a full evaluation will be based primarily on the Nominating and Governance Committee’s view as to whether a new or additional Board member is necessary or appropriate at such time, the likelihood that the prospective nominee can satisfy the evaluation factors described above and any other factors as the Nominating and Governance Committee may deem appropriate. The Nominating and Governance Committee will take into account whatever information is provided to the Nominating and Governance Committee with the recommendation of the prospective candidate and any additional inquiries the Nominating and Governance Committee may in its discretion conduct or have conducted with respect to such prospective nominee.

Board’s Oversight of Risk

The Board’s role in risk oversight at Veralto will be consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing Veralto.

The Board will administer its risk oversight responsibilities both through active review and discussion of key risks facing Veralto and by delegating certain risk oversight responsibilities to the Board committees for further consideration and evaluation. Generally, the Board will delegate risk oversight responsibility to its committees where it believes the committee's focused domain expertise will support efficient and effective oversight, and each committee will typically have responsibility to identify and address risks that are associated with the purpose of, and responsibilities delegated to, that committee. Each of the Audit, Compensation and Nominating and Governance Committees will report to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities. The timeframe over which the Board and its committees will evaluate risk typically will vary depending on the nature of the risk. From time to time, the Board and/or its committees may consider inputs from outside advisors with respect to certain risks and risk trends.

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BOARD/COMMITTEE	PRIMARY AREAS OF RISK OVERSIGHT
Full Board	Risks associated with our strategic plan, acquisition and capital allocation program, capital structure, liquidity, organizational structure and other significant risks, and overall risk assessment and risk management policies.
Audit Committee	Major financial risk exposures, significant legal, compliance, reputational, cybersecurity and privacy risks and overall risk assessment and risk management policies.
Compensation Committee	Risks associated with compensation policies and practices, including incentive compensation.
Nominating and Governance Committee	Risks related to corporate governance, effectiveness of Board and committee oversight and review of director candidates, conflicts of interest, director independence and sustainability (including climate).

Policies on Business Ethics

In connection with the separation, Veralto will adopt a Code of Conduct that will require all of its business activities to be conducted in compliance with applicable laws and regulations and ethical principles and values. All directors, officers and employees of Veralto will be required to read, understand and abide by the requirements of the Code of Conduct.

These documents will be accessible on Veralto’s website. Any waiver of the Code of Conduct for directors or executive officers may be made only by the Board or a committee of the Board. Veralto will disclose any amendment to, or waiver from, a provision of the Code of Conduct for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on Veralto’s website within four business days following the date of the amendment or waiver. In addition, Veralto will disclose any waiver from the Code of Conduct for the other executive officers and for directors on the website. Veralto’s website, and the information contained therein, or connected thereto, is not incorporated by reference into this information statement or the registration statement of which this information statement forms a part.

Procedures for Treatment of Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters

In accordance with the Sarbanes-Oxley Act of 2002, Veralto expects that its Audit Committee will adopt procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters and to allow for the confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters.

Website Disclosure

Veralto may provide disclosure in the “Investors” section of its corporate website, http://www.veralto.com, of any of the following: (1) the identity of the presiding director at meetings of non-management or independent directors, or the method of selecting the presiding director if such director changes from meeting to meeting; (2) the method for interested parties to communicate directly with the Board or with individual directors or the non-management or independent directors as a group; (3) the identity of any member of Veralto’s Audit Committee who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on Veralto’s Audit Committee; and (4) contributions by Veralto to a tax-exempt organization in which any non-management or independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater or $1 million or 2% of such tax-exempt organization’s combined gross revenues. Veralto also intends to disclose any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Code of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting officer or any other executive officer, in the “Investors” section of our corporate website, http://www.veralto.com, within four business days following the date of such amendment or waiver.

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Stock Ownership Guidelines

The Board has adopted stock ownership requirements for non-management directors. Under the requirements, each non-management director (within five years of their initial election or appointment) is required to beneficially own Veralto shares with a market value of at least five times their annual cash retainer (excluding the additional cash retainers paid to the Board chair and committee chairs). Once a director has acquired a number of shares that satisfies such ownership multiple, such number of shares then becomes such director’s minimum ownership requirement (even if their retainer increases or the fair market value of such shares subsequently declines). Under the policy, beneficial ownership includes RSUs held by the director and shares in which the director or their spouse or child has a direct or indirect interest, but does not include shares subject to unexercised stock options.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

For purposes of this information statement, our executive officers whose compensation is discussed in this Compensation Discussion and Analysis and who we refer to as our named executive officers, or “NEOs,” are (all titles reflected below are the titles we anticipate these persons will have as executive officers of Veralto upon the separation):

•Jennifer Honeycutt, President and Chief Executive Officer

•Sameer Ralhan, Senior Vice President and Chief Financial Officer

•Melissa Aquino, Senior Vice President, Water Quality

•Mattias Byström, Senior Vice President, Product Quality and Innovation

•Surekha Trivedi, Senior Vice President, Strategy & Sustainability

Immediately prior to the separation, we will be a wholly-owned subsidiary of Danaher. Ms. Honeycutt is an executive officer of Danaher and, as such, her annual compensation has been determined and approved by the Danaher Compensation Committee. Each of the other Veralto named executive officers identified above is currently employed by Danaher but none are executive officers of Danaher. The target compensation of each of the Named Executive Officers other than Ms. Honeycutt is generally determined by the officer’s manager with input from Danaher’s CEO in certain cases, except that their equity awards are ultimately subject to approval by the Danaher Compensation Committee. References below to “NEO” may refer to Danaher NEOs or Veralto NEOs, depending on the context.

This Compensation Discussion and Analysis discusses Danaher’s 2022 executive compensation programs, objectives and design framework, the process for determining 2022 compensation for Danaher’s NEOs (including Ms. Honeycutt) and how our future compensation programs, objectives and design framework are expected to operate. In connection with the separation, the Veralto Board will form its own compensation committee (the “Veralto Compensation Committee”). Following the separation, the Veralto Compensation Committee may choose to change the programs, objectives and framework described below and will determine the executive compensation policies of Veralto.

Compensation Philosophy

Danaher’s compensation program is grounded on the principle that each executive must consistently demonstrate exceptional personal performance in order to remain a Danaher executive. Within the framework of this principle, the Danaher Compensation Committee exercises its judgment in making executive compensation decisions. The factors that generally shape particular executive compensation decisions (none of which are assigned any particular weight by the Danaher Compensation Committee) are the following:

•The relative complexity and importance of the executive’s position within Danaher. To ensure that the most senior executives are held most accountable for long-term operating results and changes in stockholder value, the Danaher Compensation Committee believes that both the amount and “at-risk” nature of compensation should increase with the relative complexity and significance of an executive’s position.

•The executive’s record of performance, long-term leadership potential and tenure.

•Danaher’s performance. Danaher’s cash incentive compensation varies annually to reflect near-term changes in operating and financial results. Danaher’s long-term compensation is closely aligned with long-term stockholder value creation, both by tying the ultimate value of the awards to long-term stockholder

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returns and because of the length of time executives are required to hold the awards before realizing their value.

•Danaher’s assessment of pay levels and practices in the competitive marketplace. The Danaher Compensation Committee considers market practice in determining pay levels and compensation design to ensure that Danaher’s costs are sustainable relative to peers and compensation is appropriately positioned to attract and retain talented executives. The market for executive-level talent is highly competitive. Danaher also has a history of successfully applying the Danaher Business System, or DBS, to deliver strong operating performance and create stockholder value, and Danaher devotes significant resources to training executives in DBS. As a result of these factors, Danaher believes that its executives are particularly valued by other companies, which creates a high degree of retention risk.

The philosophy and goals of Danaher’s executive compensation program have remained consistent over time, although the Committee considers the factors above within the context of the then-prevailing economic environment and may adjust the terms and/or amounts of compensation accordingly so that they continue to support Danaher’s objectives.

Elements of Executive Compensation

The chart below summarizes key information with respect to each pay element represented in Danaher’s 2022 executive compensation program (Ms. Honeycutt was the only Veralto NEO to participate in this program in 2022).

Pay Element	Primary Objectives	Form	Performance Requirement		Key Committee Considerations in Determining 2022 Compensation
Long-Term Incentive Compensation (Equity)	•Attract, retain and motivate skilled executives •Align the interests of management and stockholders by ensuring that realized compensation is: •in the case of stock options, commensurate with long-term changes in share price; and	Stock options (50%)	•4-year, time-based vesting schedule •Options only have/increase in value if Danaher stock price increases		•This pay element represented the most significant component of compensation for each Danaher NEO for 2022. •This pay element has the heaviest weighting of all Danaher’s executive compensation program elements because it best supports Danaher’s retention and motivation objectives and aligns the interests of Danaher’s executives and stockholders.
	•in the case of PSUs, tied to (1) long-term changes in share price at all performance levels, and (2) attainment of relative TSR and average ROIC performance goals.	Performance stock units (“PSUs”) (50%)	•3-year relative TSR and average ROIC performance •2-year holding period (incremental to 3-year performance period)		•From time to time, Danaher also grants time-vested restricted stock units to executive officers, such as in connection with new hires or promotions or for retention purposes.
Annual Cash Incentive Compensation	•Motivate executives to achieve near-term operational and financial goals that support Danaher’s long-term business objectives and strategic priorities	Cash	Company Payout Percentage (60%)	Adjusted EPS(1) (60%) Adjusted Free Cash Flow-to-Adjusted Net Income Ratio (20%) Core Revenue Growth (20%)	This pay element represented the second-most significant component of compensation for each Danaher NEO for 2022. Its focus on near-term performance and the cash nature of the award complements the longer-term, equity-based compensation elements of Danaher’s program.
	•Attract, retain and motivate skilled executives		Personal Payout Percentage (40%)
	•Allow for meaningful pay differentiation tied to annual performance of individuals and groups

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Pay Element	Primary Objectives	Form	Performance Requirement	Key Committee Considerations in Determining 2022 Compensation
Fixed Annual Compensation	•Provide sufficient fixed compensation to (1) allow a reasonable standard of living relative to peers, and (2) mitigate incentive to pursue inappropriate risk-taking to maximize variable pay	Cash		•Base salary should be sufficient to avoid competitive disadvantage while facilitating a sustainable fixed cost structure. •Danaher also periodically uses fixed cash bonuses for recruitment and retention purposes to attract and retain high-performing executives.

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(1)Adjusted EPS, Adjusted Free Cash Flow-to-Adjusted Net Income Ratio (which we also refer to as “Free Cash Flow Ratio”) and Core Revenue Growth are financial measures that do not comply with generally accepted accounting principles (GAAP). Appendix A to this information statement quantifies and reconciles these measures to the comparable 2022 GAAP financial measures.

“Adjusted Diluted Earnings Per Share” or “Adjusted EPS” means Danaher’s “Adjusted Diluted Net Earnings Per Common Share” from continuing operations for the fiscal year ending December 31, 2022 as reported on a Current Report on Form 8-K furnished by Danaher on January 24, 2023 (“Form 8-K”), but excluding: (1) the impact of any change in accounting principles that occurred during the performance period and the cumulative effect thereof, to the extent such change was not considered in establishing target performance levels (the Danaher Compensation Committee may either apply the changed accounting principle to the performance period, or exclude the impact of the change in accounting principle from the period); and (2)(i) all transaction and financing costs directly related to the acquisition of any whole or partial interest in a business, (ii) all restructuring charges directly related to or arising from any business as to which Danaher acquired a whole or partial interest and incurred within two years of the acquisition date, (iii) all charges and gains arising from the resolution of contingent liabilities identified as of the acquisition date and related to any business as to which Danaher acquired a whole or partial interest, (iv) all other charges directly related to the acquisition of any whole or partial interest in a business and incurred within two years of the acquisition date, and (v) all gains or charges associated with the operation of any business as to which Danaher acquired a whole or partial interest on or after January 1, 2022; provided, that with respect to the gains and charges referred to in sections (2)(iii) and (2)(iv) above, only gains or charges that individually or as part of a series of related items exceeded $10 million during the performance period are excluded.

“Core Revenue Growth” is defined as sales from continuing operations calculated according to GAAP but excluding (1) sales from acquired businesses; and (2) the impact of currency translation. Sales attributable to acquired businesses refers to sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between (i) the period-to-period change in revenue (excluding sales from acquired businesses); and (ii) the period-to-period change in revenue (excluding sales from acquired businesses) after applying current period foreign exchange rates to the prior year period.

“Adjusted Free Cash Flow-to-Adjusted Net Income Ratio” or “Free Cash Flow Ratio” is defined as (A) Danaher’s GAAP operating cash flow from continuing operations for the year ended December 31, 2022, less 2022 purchases of property, plant and equipment from continuing operations (net of proceeds from the sale of property, plant and equipment); but excluding the cash flow impact of any discrete tax item in excess of $10 million or any other item that is excluded from Adjusted EPS, divided by (B) Danaher’s Adjusted Net Income. “Adjusted Net Income” means Danaher’s net income from continuing operations for the year ended December 31, 2022 as determined pursuant to GAAP, but excluding the same adjustment items reflected in the calculation of Adjusted EPS.

Going Forward

The primary elements of our executive compensation program, and mix thereof, will initially be similar to Danaher’s. Following the separation, our Compensation Committee will review the primary elements of our executive compensation program, and mix thereof, to ensure they meet our business needs and strategic objectives. This will include a review of base salary as well as short-term and long-term incentive programs and other compensation.

Long-Term Incentive Awards

Target Award Values

In February 2022, the Danaher Compensation Committee subjectively determined the target dollar value of annual equity compensation to be delivered to each Danaher named executive officer, taking into account the following factors (none of which was assigned a particular weight by the Danaher Compensation Committee):

•the relative complexity and importance of the officer’s position;

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•the officer’s performance record and potential to contribute to future Danaher performance and assume additional leadership responsibility;

•the risk/reward ratio of the award amount compared to the length of the related vesting and holding provisions, including the fact that the combined vesting and holding periods applicable to Danaher’s executive awards are longer than typical for Danaher’s peer group;

•the amount of equity compensation necessary to provide sufficient retention value and long-term performance incentives in light of (1) compensation levels within Danaher’s peer group, and (2) the officer’s historical compensation;

•the competitive demand for Danaher executives; and

•the lack of a defined benefit pension plan for Danaher executives, and therefore the significance of long-term incentive awards as a capital accumulation opportunity.

Equity Award Mix

With respect to each of the 2022 annual equity awards granted to the Danaher NEOs (including Ms. Honeycutt), one-half of the target award value was delivered as stock options and one-half as PSUs. Veralto NEOs other than Ms. Honeycutt received their 2022 long-term incentive awards in the form of stock options and time vesting restricted stock units (“RSUs”). Please see the “Grants of Plan-Based Awards” table for the grant date fair value and other details of the awards granted to each Veralto NEO, as applicable.

The Danaher Compensation Committee believes that the combination of stock options and PSUs effectively balances the goals of incentivizing and rewarding stockholder value creation while supporting Danaher’s talent retention objectives:

•Stock options and PSUs inherently incentivize stockholder value creation, since option holders realize no value unless Danaher’s stock price rises after the option grant date and the value of PSUs is tied directly to Danaher’s relative TSR performance.

•Danaher’s 2022 NEO stock options vest over four years and Danaher’s 2022 NEO PSUs are subject to a three-year performance period and a further two-year holding period. In aggregate, these periods promote stability and encourage officers to take a long-term view of performance.

•Effective in 2022, the Danaher Compensation Committee shortened the vesting period for executive stock options to four years. The Danaher Compensation Committee continually assesses the effectiveness of Danaher’s executive compensation program, and concluded that a four-year vesting period for stock options most effectively balances (1) retention considerations in an increasingly competitive market for executive talent, and (2) the traditional, long-term focus of Danaher’s executive compensation program.

•The Danaher Compensation Committee believes Danaher’s stock option award program in particular has contributed significantly to Danaher’s strong performance record, which in turn has generally made Danaher’s stock option awards valuable over the long-term and highly effective in recruiting, motivating and retaining highly-skilled officers.

PSU Performance Criteria

The PSUs granted to Ms. Honeycutt in 2022 are subject to two performance criteria:

Relative TSR

The number of shares of Common Stock that vest pursuant to the PSU award is based primarily on Danaher’s total stockholder return (TSR) ranking relative to the S&P 500 Index over an approximately three-year performance period. The Danaher Compensation Committee established threshold, target and maximum relative TSR

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performance levels and established a payout percentage curve that relates each level of performance to a payout expressed as a percentage of the target PSUs, as illustrated in the table below:

Performance Level (Relative TSR Rank Within S&P 500 Index)	Payout Percentage
Below 35th percentile	0	%
35th percentile	50	%
55th percentile	100	%
75th percentile or above	200	%

The payout percentages for performance between the performance levels indicated above are determined by linear interpolation. The Danaher Compensation Committee selected the S&P 500 Index as the relative TSR comparator group because the index consists of a broad and stable group of companies that represents investors’ alternative capital investment opportunities, reinforcing the linkage between Danaher’s executive compensation program and the long-term interests of Danaher’s stockholders.

ROIC

Danaher’s three-year average ROIC performance beginning with the year of grant, compared to the Danaher’s ROIC for the year immediately preceding the year of grant (the “baseline year”), can increase or decrease the number of shares that would otherwise vest by 10% (but cannot cause the payout percentage to exceed 200%), as illustrated in the table below:

Three-Year Average ROIC Change(1) (Compared to Baseline Year ROIC)	ROIC Modifier Factor
At or above + 200 basis points	110	%
Below + 200 basis points and above zero basis points	100	%
At or below zero basis points	90	%

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(1)“Three-Year Average ROIC Change” means (1) the quotient of (a) Danaher’s Adjusted Net Income for the three-year ROIC performance period divided by three, divided by (b) Danaher’s Adjusted Invested Capital for the ROIC performance period, less (2) the quotient of (x) Danaher’s Adjusted Net Income for the year immediately preceding the date of grant (the “baseline year”), divided by (y) Danaher’s Adjusted Invested Capital for the baseline year. “Adjusted Invested Capital” means the average of the quarter-end balances for each fiscal quarter of the ROIC performance period of (a) the sum of (i) Danaher’s GAAP total stockholders’ equity and (ii) Danaher’s GAAP total short-term and long-term debt; less (b) Danaher’s GAAP cash and cash equivalents; but excluding in all cases the impact of (1) any business acquisition by Danaher for a purchase price equal to or greater than $250 million and consummated during the ROIC performance period, (2) any business sale, divestiture or disposition by Danaher during the ROIC performance period, and (3) all Company investments in marketable or non-marketable securities that are consummated during the ROIC performance period. “Adjusted Net Income” is calculated in a manner similar to the definition set forth in the preceding footnote, except that (i) only transaction costs and operating gains/charges associated with acquisitions consummated during the ROIC performance period with a purchase price equal to or greater than $250 million are excluded, (ii) gains/charges associated with discontinued operations are not excluded, and (iii) gains/charges related to Company strategic investments as well as all after-tax interest expense are excluded.

Notwithstanding the above, if Danaher’s absolute TSR performance for the period is negative no more than 100% of the target PSUs will vest (regardless of how strong Danaher’s performance is on a relative basis), and if Danaher’s absolute TSR performance for the period is positive, a minimum of 25% of the target PSUs will vest.

Vesting and Holding Period

With respect to the PSUs granted to Ms. Honeycutt in 2022, any PSUs that become vested are subject to an additional two-year holding period and are paid out in shares of Company Common Stock following the fifth anniversary of the commencement of the performance period. Any dividends paid on Danaher’s Common Stock during the performance period for PSUs are credited to the holders, but are only paid out (in cash) to the extent the underlying PSUs vest and are not paid until the shares underlying the vested PSUs are issued. The annual RSUs granted to the other Veralto NEOs in 2022 vest ratably over a four-year period, do not accrue dividend equivalents and are not subject to any post-vesting holding period.

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Mr. Byström also received a special equity award in November 2022 in recognition of the leadership role he is expected to play in the launch of Veralto as a publicly-traded company. The special equity award was split evenly between stock options and RSUs, and one-third of the award vests on each of the second, third and fourth anniversaries of the grant date.

Going Forward

Following the separation, Veralto’s long-term incentive award program will initially be similar to Danaher’s program. The Veralto Compensation Committee will review our program with the goal of ensuring it is effective in attracting, retaining and motivating skilled executives and aligning the interests of management and stockholders.

Annual Incentive Awards

In order to align our executive compensation program with our business strategy, reward annual performance by executive officers based on the achievement of key operational and financial measures, and motivate and reward high individual performance, we expect to adopt the Veralto Executive Incentive Compensation Plan, pursuant to which we will provide annual cash bonuses to participants based on the achievement of annual performance measures relating to our business and the participant’s personal performance. We have not yet identified the specific performance measures that will apply under the Veralto Executive Incentive Compensation Plan following the completion of the separation.

The diagram below illustrates the 2022 annual incentive award opportunities Danaher’s Compensation Committee determined for Danaher’s NEOs (including Ms. Honeycutt) in May 2022 under Danaher’s 2007 Omnibus Incentive Plan (the “Omnibus Plan”), each element of which is further described below.

Target Bonus Percentage and Personal Payout Percentage

In May 2022, the Danaher Compensation Committee established target bonus percentages (as a multiple of base salary) and personal performance objectives for Danaher’s NEOs, including Ms. Honeycutt. Ms. Honeycutt’s target bonus percentage and personal performance objectives are described below. The Danaher Compensation Committee did not assign a particular weighting to any of the objectives. The Danaher Compensation Committee set the quantitative objectives at levels that, while achievable, would in its opinion require personal performance appreciably above the executive’s prior year performance level.

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Name	Target Bonus Percentage	2022 Personal Performance Objectives
Jennifer Honeycutt	125%	Consisted of the degree of year-over-year improvement in core revenue, operating profit margin and working capital turnover for her business units; return-on-invested-capital performance achieved with respect to acquisitions by her business units; quantitative goals for her business units relating to turnover rate, internal fill rate, associate engagement, talent development and succession planning, diversity representation, on-time delivery, manufacturing quality and capital deployment; and qualitative goals relating to strategic initiatives and sustainability strategy.

Determining Target Bonus Percentage

In determining the target bonus percentage for each Danaher NEO, the Danaher Compensation Committee considered the relative complexity and importance of the executive’s position and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles.

Determining Personal Payout Percentage

Following the end of 2022, the Danaher Compensation Committee used its judgment and determined for each Danaher NEO a Personal Payout Percentage between 0% and 200%. The Danaher Compensation Committee believes that its ability to exercise discretion in connection with the annual executive cash incentive compensation awards is an important element in reaching balanced compensation decisions that are consistent with Danaher’s strategy, reward both current year performance and sustained long-term value creation, and reward achievements that advance Danaher’s sustainability strategy. The Danaher Compensation Committee’s ability to exercise discretion:

•helps mitigate the risks associated with a rigid and strictly formulaic compensation program, which could unintentionally create incentives for Danaher’s executives to focus only on certain performance metrics or encourage imprudent risk taking;

•gives the Danaher Compensation Committee flexibility to address changes in economic conditions and Danaher’s operating environment that occur during the performance period; and

•allows the Danaher Compensation Committee to adjust compensation based on factors that would not be appropriately reflected by a strictly formulaic approach focused solely on Danaher’s performance, such as championing Danaher’s culture and values and recognition of individual performance levels.

Without assigning any particular weight to any individual factor, the Danaher Compensation Committee took into account the executive’s execution against their personal performance objectives for the year, the executive’s performance with respect to each of Danaher’s five “Core Behaviors” (which are a set of standards and behaviors that Danaher associates are expected to aspire to and are assessed against), the executive’s overall performance for the year, the size of the Company Payout Percentage for the year, and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. Without limiting the foregoing, with respect to the executive officer team’s 2022 performance as a whole, the Danaher Compensation Committee considered in particular Danaher’s 2022 financial performance, Danaher’s progress toward separating its EAS business to create a separate, publicly traded company, and Danaher’s proactiveness during the year in identifying and executing upon opportunities to invest in Danaher’s future financial and competitive positioning.

Company Payout Percentage

The Company Payout Percentage is formulaic, based on Danaher’s 2022 performance against the Adjusted EPS, Free Cash Flow Ratio and Core Revenue Growth metrics described above and below and in Appendix A (the “Metrics”). The Danaher Compensation Committee weights Adjusted EPS most heavily in the formula because it believes Adjusted EPS correlates strongly with stockholder returns, particularly since Adjusted EPS is calculated in

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a manner that focuses on gains and charges the Danaher Compensation Committee believes are most directly related to corporate operating performance during the period. The Danaher Compensation Committee also uses the Free Cash Flow Ratio to help validate the quality of Danaher’s earnings, and Core Revenue Growth to incentivize an appropriate balance between profitability and growth.

For each of the Metrics, the Danaher Compensation Committee established threshold, target and maximum levels of corporate performance, as well as a payout percentage curve that related each level of performance to a payout expressed as a percentage of target bonus. The payout percentage was 0% for below-threshold performance, 50% for threshold performance, 100% for target performance and 200% for performance that equaled or exceeded the maximum. The payout percentages for performance between threshold and target, or between target and maximum, respectively, were determined by linear interpolation.

In determining the target performance level and payout percentage curve for the Metrics, the Danaher Compensation Committee considered historical performance data for Danaher and its peer group, analyst estimates for Danaher’s peer group, Danaher’s annual budget and macroeconomic/end-market trends. For each Metric, the Danaher Compensation Committee set the performance target at a level it believed would represent attractive financial performance within Danaher’s industry and would require a high (but achievable) level of Danaher performance, while requiring what it believed would be outstanding performance to achieve the maximum payout level.

Following the end of 2022, the Company Payout Percentage was calculated as follows:

In evaluating the 2022 Company Payout Percentage, the Danaher Compensation Committee noted that the number of COVID-19 test cartridges actually sold by Danaher in 2022 exceeded the level the Danaher Compensation Committee assumed when it set the Adjusted EPS and Core Revenue Growth target levels in May 2022. Taking this into consideration, the Danaher Compensation Committee exercised its negative discretion to reduce the 2022 Company Payout Percentage from 1.78 to 1.64 (which is the Company Payout Percentage the Danaher Compensation Committee determined would have resulted if actual 2022 results had matched the assumed levels of cartridge sales).

Composite Payout Percentage

The Company Payout Percentage and Personal Payout Percentage were calculated for each NEO (other than Mr. Ralhan), weighted accordingly and added to yield the officer’s Composite Payout Percentage. The Composite Payout Percentage was multiplied by the NEO’s target bonus amount to yield the executive’s award amount for the year.

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Annual Target Percentages – Non-CEO Veralto NEOs

The target bonus percentage for Ms. Aquino, Mr. Byström and Ms. Trivedi were established by their respective managers.

Veralto NEO	Target Bonus Percentage
Melissa Aquino	70%
Mattias Byström	65%
Surekha Trivedi	55%

In determining the 2022 target bonus percentages for Mss. Aquino and Trivedi and Mr. Byström, consideration was given as applicable to the amount of annual cash incentive compensation they were awarded in prior years, the relative complexity and importance of their respective positions, the amount of annual cash incentive compensation paid with respect to similar positions at other Danaher businesses and the amount of annual cash incentive compensation that outside peer companies would offer the particular officer.

Non-CEO Veralto NEOs Annual Incentive Payout

Ms. Aquino and Mr. Byström each participated in the 2022 incentive compensation program that covers senior leaders of Danaher operating companies (the “Senior Leader Incentive Program”). The Senior Leader Incentive Program provides cash bonuses based on the achievement of objective, annual performance metrics relating to the officer’s business as well as the officer’s personal performance, subject to any discretionary adjustments as determined by the officer’s manager with input as applicable from Danaher’s CEO. Under the performance formula effective for 2022, each participating officer was eligible to receive a bonus equal to their target bonus amount, multiplied by (i) a factor determined based on the 2022 performance of the officer’s business against the objective business-level financial performance metrics described below (“Senior Leader Business Metrics”), and (ii) a factor determined by the officer’s manager based on a subjective review of the officer’s performance against the officer’s annual personal performance goals and other factors (the “Personal Performance Factor”):

•The 2022 Senior Leader Business Metrics were (i) Operating Company Adjusted Operating Profit, which is an important indicator of the overall health of the business and helps to contribute to returns for Danaher shareholders, (ii) Core Revenue Growth, which is a key measure of the business’s ability to increase customer demand for services and products, and/or increase the price paid for such services and products, over time, and (iii) Working Capital Turnover, which is a key financial indicator of how efficiently the business is managing the relationship between money used to fund operations and the sales generated from those operations.

◦For purposes of the Senior Leader Business Metrics, Operating Company Adjusted Operating Profit, Core Revenue Growth and Working Capital Turnover are non-GAAP financial measures that are defined as follows: (i) “Operating Company Adjusted Operating Profit” is defined as GAAP operating profit for the relevant business (Danaher’s Product Identification businesses with respect to Mr. Byström) but excluding (1) amortization of intangible assets; (2) stock compensation expense; (3) allocations of corporate general and administrative costs; and (4) impairments and other charges (in each case, for the relevant business): (ii) “Core Revenue Growth” is defined as set forth on page 112 of this information statement, calculated with respect to the relevant business; and (iii) “Working Capital Turnover” is defined as (1) GAAP sales for the relevant business divided by (2) the sum of net accounts receivables and inventory, less net accounts payables and short-term deferred revenue (in each case, for the relevant business).

•For 2022, Ms. Aquino’s personal performance objectives consisted of quantitative and qualitative financial and operational goals relating to her business unit and goals relating to diversity and inclusion, strategy development and execution and capital allocation. For 2022, Mr. Byström’s personal performance objectives consisted of quantitative and qualitative financial and operational goals relating to his business

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unit as well as goals relating to leadership development, diversity and inclusion, strengthening his organization, DBS culture, capital deployment and efficiency.

Because Ms. Aquino resigned from the Danaher subsidiary where she worked in October 2022 (before rejoining Danaher in January 2023), she was not eligible to receive a cash incentive compensation award for 2022.

Based on the Personal Performance Factor determined with respect to Mr. Byström and the performance level achieved with respect to the Senior Leader Business Metrics, his manager recommended, and Danaher’s CEO approved, the 2022 annual cash incentive compensation award reflected in the Summary Compensation Table.

Ms. Trivedi participates in Danaher’s annual cash incentive compensation program that covers non-executive corporate associates of Danaher (the “Corporate Incentive Program”). The Corporate Incentive Program provides cash bonuses based on annual financial performance targets relating to Danaher (the “Corporate Metrics”), subject to the exercise of discretion by Danaher’s leadership, as well as the associate’s performance against personal performance objectives. The 2022 Corporate Metrics were based on (i) adjusted diluted net earnings per common share, which is an important indicator of the overall annual performance of the business and helps to contribute to returns for Danaher shareholders, and (ii) core revenue growth, which is a key measure of the company’s ability to increase customer demand for services and products, and/or increase the price paid for such services and products, over time. For 2022, Ms. Trivedi’s personal performance objectives consisted of goals relating to diversity and inclusion, organizational capacity and strategy development and execution. Based on the personal performance factor determined with respect to Ms. Trivedi and the outcome of the Corporate Metrics determination by Danaher’s leadership, Ms. Trivedi’s manager approved the 2022 annual cash incentive compensation award reflected in the Summary Compensation Table.

Going Forward

Our Veralto Compensation Committee will develop a short-term incentive plan focused on near-term operational and financial goals that support Veralto’s business objectives, while also allowing for meaningful pay differentiation tied to performance of individuals and groups.

Base Salaries

The Danaher Compensation Committee typically reviews base salaries for executive officers in February of each year and in connection with promotions and new hires. In February 2022, the Danaher Compensation Committee subjectively determined the 2022 base salary for Ms. Honeycutt and the respective manager of each of Mr. Byström and Mss. Aquino and Trivedi subjectively determined the 2022 base salary for each such Veralto NEO. The Danaher Compensation Committee used Ms. Honeycutt’s prior base salary as the initial basis of consideration and then considered the individual factors described under “—Named Executive Officer Compensation Framework,” focusing on the relative complexity and importance of the executive’s role within Danaher, the market value of the executive’s role and the executive’s performance in the prior year. Given that base salary is one of the elements in the formula for determining annual cash incentive compensation, the Danaher Compensation Committee (and the respective managers of the other Veralto NEOs) also considered how changes in base salary would impact annual cash incentive compensation.

Going Forward

Our Veralto Compensation Committee will set base salary levels for officers taking into account base salary levels for positions with similar roles and scope of responsibilities within the Veralto peer group, as well as personal performance.

Other Compensation

Severance Benefits

Danaher has entered into Proprietary Interest Agreements with Mss. Honeycutt, Aquino and Trivedi that include post-employment restrictive covenant obligations. Danaher has also adopted a Senior Leader Severance Pay Plan, in which Mss. Honeycutt, Aquino and Trivedi participate, providing for severance payments under certain

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circumstances. Mr. Byström’s employment agreement with VTI Sweden AB, a wholly owned subsidiary of Danaher, provides for severance payments under certain circumstances, and includes post-employment restrictive covenant obligations. Danaher believes the post-employment restrictive covenant obligations included in Mss. Honeycutt, Aquino and Trivedi’s agreements and Mr. Byström’s employment agreement are critical in protecting Danaher’s proprietary assets, and that the severance payments payable upon a termination without cause are generally commensurate with the severance rights peer companies offer executives in comparable roles. There is no change-in-control provision in the Senior Leader Severance Pay Plan or in Mr. Byström’s employment agreement.

U.S. Nonqualified Deferred Compensation - EDIP, ECP and DCP

As discussed in more detail under “Summary of Employment Agreements and Plans—Supplemental Retirement Program” our NEOs located in the United States (1) participate in either the Amended and Restated Executive Deferred Incentive Program (“EDIP”), or the Excess Contribution Program (“ECP”), and (2) are eligible to participate in the voluntary Deferred Compensation Plan (“DCP”) maintained by Danaher. We expect to adopt substantially similar non-qualified deferred compensation programs for eligible employees in the United States following the separation.

•The EDIP and ECP are each non-qualified, unfunded excess contribution programs available to selected members of Danaher’s management. Danaher uses these programs to tax-effectively contribute amounts to executives’ and other participants’ retirement accounts and provide an opportunity to realize tax-deferred, market-based notional investment growth on these contributions.

•The DCP allows each participant to voluntarily defer, on a pre-tax basis, up to 85% of their salary and/or up to 85% of their non-equity annual incentive compensation with respect to a given plan year. The DCP gives Danaher’s executives and other participants an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals.

Non-U.S. Defined Contribution Program

Danaher provides certain retirement/pension benefits for non-U.S. executives, in addition to the mandatory programs required by local national statutes. Mr. Byström participates in a defined contribution program which provides for individual retirement investment through an insurance product funded by Company contributions made on his behalf during each year. The defined contribution program in Mr. Byström’s home country of Sweden is competitive with customary local practice.

Danaher contributes a percentage of Mr. Byström’s annual total cash compensation, including base salary, bonus and vacation pay, to the defined contribution program equal to 30% annually. The amount of the 2022 contributions are shown in the Summary Compensation Table. These contributions are split between the defined contribution program which is tax-qualified in Sweden, such that the employer may take a current tax deduction for the contributions, and a supplemental defined contribution program that allows for contributions in excess of the tax deductible limits. No employee contributions are permitted under the defined contribution program in Sweden, nor does the employee control investment of the funds contributed for his account, which are managed by the insurer.

Mr. Byström becomes eligible to commence distribution of his defined contribution program benefits upon attaining the retirement age of 65, and such benefits must be paid out in installments over no less than five years. Early retirement at age 55 can be elected with an adjustment in benefit. Mr. Byström is not currently eligible for early or regular retirement under the defined contribution program. In the event that Mr. Byström dies prior to receipt of his benefit, 100% of the policy value would become payable to his spouse or his children as beneficiaries. The benefits do not become payable to Mr. Byström’s estate in the event that he has no surviving spouse or children.

Other Benefits and Perquisites

All of our executives will be eligible to participate in the employee benefit plans that are generally provided in the jurisdiction in which the executive works, including in the U.S., our group medical, dental, vision, disability, accidental death and dismemberment, life insurance, flexible spending and 401(k) plans, which may be established after a transition period of coverage. Once established our U.S. employee benefit plans will be generally available to

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all U.S. salaried employees and will not discriminate in favor of executive officers. During 2022, the Veralto NEOs (to the extent employed in 2022) in the U.S. participated in Danaher employee benefit plans. In addition, please see the footnotes to the Summary Compensation Table for details regarding the perquisites provided to the Veralto NEOs. The Danaher Compensation Committee has adopted a policy prohibiting any tax reimbursement or gross-up provisions in Danaher’s executive compensation program (except under a policy applicable to management employees generally such as a relocation policy).

Going Forward

Our retirement and severance programs and benefits will generally be similar to those of Danaher immediately prior to completion of the separation. Our Compensation Committee will review these programs and benefits and may make changes to align them with our business needs and strategic priorities. In addition, we anticipate that our Compensation Committee will approve for our NEOs perquisites comparable to those offered by our peers, and will adopt a policy prohibiting any tax reimbursement or gross-up provisions in our executive compensation program (except under a policy applicable to management employees generally such as a relocation policy).

Peer Group Compensation Analysis

Danaher Practice

The Danaher Compensation Committee does not target a specific competitive position versus the market or peer companies in determining the compensation of Danaher’s executives because in light of Danaher’s diverse mix of businesses, strict targeting of a specified compensation posture would not appropriately reflect the unique nature of Danaher’s business portfolio or the degree of difficulty in leading Danaher and key businesses and functions. However, the Danaher Compensation Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and ensure that the executive compensation program supports Danaher’s recruitment and retention needs and is fair and efficient. As a result, the Danaher Compensation Committee has worked with FW Cook, the Committee’s independent compensation consultant, to develop a peer group for purposes of assessing competitive compensation practices, and periodically reviews compensation data for the peer group derived from publicly filed proxy statements. The Danaher Compensation Committee periodically reviews the companies included in the peer group to ensure that the peer group remains appropriate.

Executive Compensation Peer Group Prior to September 2022

Prior to September 2022, Danaher’s peer group (for purposes of all 2022 executive compensation decisions) consisted of the companies set forth below:

3M Company	Biogen Inc.	Johnson & Johnson
Abbott Laboratories	Boston Scientific Corporation	Medtronic Inc.
Amgen Inc.	Ecolab Inc.	Roper Corporation
Baxter International, Inc.	Honeywell International Inc.	Stryker Corporation
Becton Dickinson & Co.	Illinois Tool Works Inc.	Thermo Fisher Scientific Inc.

The Danaher Compensation Committee selected companies for inclusion in this peer group based on (1) the extent to which they compete with Danaher in one or more lines of business, for executive talent and for investors, and (2) comparability of revenues, market capitalization, net income, total assets and number of employees. As of September 2021 and based on Standard & Poor’s Capital IQ database, Danaher’s ranking within this peer group was 59th percentile for revenue, 93rd percentile for market capitalization, 68th percentile for net income (from continuing operations excluding extraordinary items), 88th percentile for total assets and 56th percentile for employees.

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Executive Compensation Peer Group as of September 2022

The Danaher Compensation Committee periodically reviews the companies included in the peer group to ensure that the peer group remains appropriate. In September 2022, the Danaher Compensation Committee evaluated the existing peer group with the assistance of FW Cook (using the same selection criteria described above) and replaced Biogen Inc., Illinois Tool Works Inc., and Roper Corporation with AbbVie Inc., Bristol-Myers Squibb Company, Eli Lilly and Company, and IQVIA Holdings Inc. The Danaher Compensation Committee made these updates to the peer group to better reflect Danaher’s current size and portfolio of businesses. Set forth below is Danaher’s peer group as of September 2022:

3M Company	Boston Scientific Corporation	IQVIA Holdings Inc.
Abbott Laboratories	Bristol-Myers Squibb Company	Johnson & Johnson
AbbVie Inc.	Ecolab Inc.	Medtronic Inc.
Amgen Inc.	Eli Lilly and Company	Stryker Corporation
Baxter International, Inc.	Honeywell International Inc.	Thermo Fisher Scientific Inc.
Becton Dickinson & Co.

Going Forward

The Danaher Compensation Committee, with recommendations from FW Cook, adopted a Veralto peer group to help inform its decision-making with respect to the Company’s executive compensation program and ensure that such program supports the Company’s recruitment and retention needs and is fair and efficient. The Danaher Compensation Committee selected companies for inclusion in this peer group based on (1) comparability of revenues, market capitalization (as anticipated for Veralto), net income, total assets and number of employees and (2) the extent to which they compete with the Company for executive talent and/or in one or more lines of business. This compensation peer group is comprised of the following companies:

AMETEK, Inc.	Flowserve Corporation	Pentair plc
Clean Harbors, Inc.	Fortive Corporation	Rockwell Automation, Inc.
Donaldson Company, Inc.	IDEX Corporation	Roper Technologies, Inc.
Dover Corporation	Keysight Technologies, Inc.	Xylem Inc.
Ecolab Inc.	Mettler-Toledo International Inc.	Zebra Technologies Corporation

Following the separation, the Veralto Compensation Committee will review the peer group on a periodic basis and determine whether any changes are appropriate based on its view of the competitive environment in which we operate.

Additional Compensation Policies and Information

Risk Considerations

Danaher Practice

Risk-taking is a necessary part of growing a business, and prudent risk management is necessary to deliver long-term, sustainable stockholder value. The Danaher Compensation Committee believes that Danaher’s executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking. In reaching this conclusion, the Danaher Compensation Committee considered in particular the following risk-mitigation attributes of Danaher’s 2022 executive compensation program.

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ATTRIBUTE	KEY RISK MITIGATING EFFECT
•Emphasis on long-term, equity-based compensation	•Discourages risk-taking that produces short-term results at the expense of building long-term stockholder value
•Four-year vesting requirement for stock options, and three-year performance period plus further two-year mandatory holding period for PSUs	•Helps ensure executives realize their compensation over a time horizon consistent with achieving long-term stockholder value
•Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing	•Helps deter inappropriate actions and decisions that could harm Danaher and its key stakeholders
•Incentive compensation programs feature multiple, complementary performance measures aligned with business strategy	•Mitigates incentive to over-perform with respect to any particular metric at the expense of other metrics
•Cap on annual cash incentive compensation plan payments and on number of shares that may be earned under equity awards	•Mitigates incentive to over-perform with respect to any particular performance period at the expense of future periods
•Stock ownership requirements for all executive officers •No hedging of Danaher securities permitted	•Aligns executives’ economic interests with the long-term interests of Danaher’s stockholders
•Annual cash incentive compensation awards are subject to Danaher Compensation Committee discretion	•Mitigates risks associated with a strictly formulaic program, which could unintentionally incentivize an undue focus on certain performance metrics or encourage imprudent risk taking •Provides Danaher Compensation Committee the opportunity as appropriate to adjust awards based on results
•Independent compensation consultant	•Helps ensure advice will not be influenced by conflicts of interest

Going Forward

Veralto expects that its compensation programs and overall design, and therefore the risk and risk mitigation profile of our compensation programs, will initially be similar to those of Danaher. Following the separation, the Veralto Compensation Committee will review the compensation programs and design and may make certain changes to align them with our compensation philosophy and view of our business needs and strategic priorities, taking into account risk and risk mitigation considerations.

Danaher Stock Ownership Policies

Below is a summary of Danaher policies relating to Danaher common stock ownership that apply to Danaher NEOs, including Ms. Honeycutt. Veralto expects to adopt substantially similar policies that will apply to Veralto NEOs in connection with the separation.

Stock Ownership Requirements

To further align management and stockholder interests and discourage inappropriate or excessive risk-taking, Danaher’s stock ownership policy requires each executive officer to obtain a substantial equity stake in Danaher within five years of their appointment to an executive position. Once an executive officer has acquired a number of Danaher shares that satisfies the applicable ownership multiple, such number of shares then becomes the officer’s minimum ownership requirement (even if the officer’s salary increases or the fair market value of such shares subsequently changes) until the officer is promoted to a higher level.

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Title	Stock Ownership Multiple
Chief Executive Officer	6 times base salary
Executive Vice President	3 times base salary
Senior Vice President	2 times base salary

What Counts as Ownership:	What Does Not Count as Ownership:
•Shares in which the executive or their spouse or child has a direct or indirect interest •Notional shares of Danaher stock in the EDIP, ECP or DCP •Shares held in a 401(k) plan •Unvested RSUs •Vested PSUs	•Unexercised stock options •Unvested PSUs

Pledging Policy

Danaher’s board has adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Danaher Common Stock that the director or officer directly or indirectly owns and controls (other than shares pledged as of the date the policy was adopted), and provides that pledged shares of Danaher Common Stock do not count toward Danaher’s stock ownership requirements. No Danaher named executive officer has pledged any shares of Danaher Common Stock.

Hedging Policy

Under Danaher’s insider trading policy, Danaher directors and employees (including executive officers) are prohibited from engaging in short sales of Danaher Common Stock, transactions in any derivative of a Danaher security (including, but not limited to, buying or selling puts, calls or other options (except for instruments granted under a Danaher equity compensation plan)) or any other forms of hedging transactions with respect to Danaher securities.

Danaher Recoupment Policy

To further discourage inappropriate or excessive risk-taking, the Danaher Compensation Committee has adopted a rigorous, “no-fault” recoupment (or clawback) policy applicable to Danaher’s executive officers, other individuals who serve on the Danaher Leadership Team and certain other employees (the “covered persons”). Under the policy, in the event of a material restatement of Danaher’s consolidated financial statements (other than any restatement required pursuant to a change in applicable accounting rules), the Danaher board may, to the extent permitted by law and to the extent it determines that it is in Danaher’s best interests to do so, in addition to all other remedies available to Danaher require reimbursement or payment to Danaher of:

•the portion of any annual incentive compensation payment awarded to any covered person within the three year period prior to the date such material restatement is first publicly disclosed that would not have been awarded had the consolidated financial statements that are the subject of such restatement been correctly stated (except that the Danaher board has the right to require reimbursement of the entire amount of any such annual incentive compensation payment from any covered person whose fraud or other intentional misconduct in the Danaher board’s judgment alone or with others caused such restatement); and

•all gains from equity awards realized by any covered person during the twelve-month period immediately following the original filing of the consolidated financial statements that are the subject of such restatement, if the covered person’s fraud or other intentional misconduct in the Danaher board’s judgment alone or with others caused such restatement.

In addition, the stock plans in which Danaher’s executive officers participate contain provisions for recovering awards upon certain circumstances. Under the terms of Danaher’s Omnibus Plan, if an employee is terminated for

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gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards. In addition, under the terms of each of the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher.

As of the separation and distribution, Veralto will implement a clawback policy applicable to its executive officers that complies with the requirements of the NYSE.

Regulatory Considerations

Danaher Practice

Section 162(m) generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to certain executive officers. Danaher reviews the tax impact of executive compensation on Danaher as well as on the executive officers. In addition, Danaher reviews the impact of Danaher’s compensation programs against other considerations, such as accounting impact, stockholder alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded, comprehensive and effective executive compensation program, some of the compensation that Danaher provides to its executive officers is not deductible under Section 162(m).

Going Forward

Veralto expects that, similar to the approach followed by Danaher’s Compensation Committee, following the separation our Compensation Committee will review the tax impact of executive compensation on the Company as well as on our executive officers in addition to taking into account other considerations such as accounting impact, stockholder alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded, comprehensive and effective executive compensation program, some of the compensation provided to the Company’s executive officers may not be deductible under Section 162(m).

Compensation Tables

Summary Compensation Table

The Summary Compensation Table for Fiscal 2022 and accompanying footnotes show all compensation paid to or earned by Mss. Honeycutt, Aquino and Trivedi and Mr. Byström for 2022 under Danaher’s compensation programs and plans. Following the separation, the Veralto NEOs will receive compensation and benefits under the executive compensation programs and plans established by Veralto.

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NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)(1)	BONUS ($)	STOCK AWARDS ($)(2)	OPTION AWARDS ($)(2)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(1)	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3)	ALL OTHER COMPENSATION ($)(4)	TOTAL ($)
Jennifer L. Honeycutt President and Chief Executive Officer	2022	802,500	—	1,680,547	1,631,738	1,548,830	—	206,589	5,870,204
Sameer Ralhan(5) SVP, Chief Financial Officer	2022	—	—	—	—	—	—	—	—
Melissa Aquino SVP, Water Quality	2022	453,297	—	450,246	451,908	—	—	154,530	1,509,981
Mattias Byström(6) SVP, Product Quality and Innovation	2022	492,795	—	1,087,767	1,090,120	298,375	—	302,238	3,271,295
Surekha Trivedi SVP, Strategy & Sustainability	2022	504,400	—	200,140	200,901	350,936	—	40,664	1,297,041

__________________

(1)The following table sets forth the amount, if any, of salary and/or non-equity incentive compensation that each named executive officer (other than Mr. Ralhan) deferred into the DCP with respect to 2022, reported above:

NAME OF OFFICER	AMOUNT OF SALARY DEFERRED INTO DCP ($)	AMOUNT OF NON-EQUITY INCENTIVE COMPENSATION DEFERRED INTO DCP ($)
Jennifer L. Honeycutt	64,119	774,415
Melissa Aquino	30,600	—
Mattias Byström	N/A	N/A
Surekha Trivedi	249,962	52,640

(2)The amounts reflected in these columns represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity grants made in the applicable year:

With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures):

NAME OF OFFICER	DATE OF GRANT	RISK-FREE INTEREST RATE		STOCK PRICE VOLATILITY RATE		DIVIDEND YIELD		OPTION LIFE
Honeycutt	February 24, 2022	1.94	%	30.23	%	0.37	%	7.5 years
Aquino, Byström, Trivedi	February 24, 2022	1.84	%	29.99	%	0.37	%	5.0 years
Byström	November 15, 2022	4.00	%	31.63	%	0.37	%	5.0 years

All stock awards reflected in the table above were granted in the form of time-vesting restricted stock units (RSUs), except Ms. Honeycutt’s 2022 stock award, which was granted in the form of performance stock units (PSUs). With respect to RSUs, the grant date fair value under FASB ASC Topic 718 was calculated based on the number of shares of Common Stock underlying the RSU, times the closing price of the Common Stock on the date of grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to vesting and distribution). With respect to PSUs, the grant date fair value under FASB ASC Topic 718 has been calculated based on the probable outcome of the applicable performance conditions and a Monte Carlo simulation valuation model modified to reflect an illiquidity discount (as a result of the mandatory two-year post-vesting holding period), using the following significant assumptions (since the performance criteria applicable to the performance stock units are considered a “market condition,” footnote disclosure of the award’s potential maximum value is not required):

		MONTE CARLO SIMULATION								ILLIQUIDITY DISCOUNT
NAME OF OFFICER	DATE OF GRANT	DANAHER’S EXPECTED VOLATILITY		AVERAGE VOLATILITY OF PEER GROUP		RISK-FREE INTEREST RATE		DIVIDEND YIELD		DANAHER’S EXPECTED VOLATILITY		RISK-FREE INTEREST RATE		DIVIDEND YIELD
Jennifer L. Honeycutt	February 24, 2022	27.01	%	38.88	%	1.69	%	0.0	%	29.72	%	1.53	%	0.37	%

126

(3)In 2022, the actuarial present value of Ms. Honeycutt’s and Ms. Aquino’s accumulated benefits under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan (“Pension Plan”) declined by $4,679 and $3,237, respectively, resulting in $0 reflected in the table pursuant to SEC rules. The material assumptions used in quantifying the present value of the accumulated benefit at December 31, 2022 are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 3.5% for the plan measurement date of December 31, 2022; a retirement age of 65, which is normal retirement age under the Cash Balance Plan; payment of the accrued obligations in a lump sum upon retirement; and the discount rate as set forth in Note 16 to Danaher’s consolidated financial statements included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2022. Danaher does not provide any above-market or preferential earnings on compensation that is deferred by any NEO.

(4)The following table describes the elements of compensation included in “All Other Compensation” for 2022:

NAME	COMPANY 401(K) CONTRIBUTIONS ($)	COMPANY EDIP/ECP CONTRIBUTIONS ($)	NON-U.S. QUALIFIED DEFINED CONTRIBUTION PROGRAM - COMPANY CONTRIBUTIONS ($)	NON-U.S. NON-QUALIFIED DEFINED CONTRIBUTION PROGRAM - COMPANY CONTRIBUTIONS ($)	OTHER ($)	TOTAL 2022 ALL OTHER COMPENSATION ($)
Jennifer L. Honeycutt	21,244	168,750	N/A	N/A	16,595(a)	206,589
Melissa Aquino	21,244	61,200	N/A	N/A	72,086(b)	154,530
Mattias Byström	N/A	N/A	39,086	215,583	47,569(c)	302,238
Surekha Trivedi	21,244	19,420	N/A	N/A	N/A	40,664

_______________

(a)Consists of amounts related to tax preparation/professional services.

(b)Includes $56,855 relating to commuting expenses and lodging, plus amounts related to tax preparation/professional services.

(c)Consists of amounts related to tax preparation/professional fees, car benefits and a perquisites allowance of $25,291.

(5)Mr. Ralhan commenced employment with Danaher in June 2023, and therefore did not receive any compensation from Danaher or Veralto in 2022.

(6)The amounts contained in the table and throughout this information statement for Mr. Byström were paid or earned in Swedish Kronor. Amounts have been converted to U.S. Dollars using a spot exchange rate as of December 31, 2022: 1 SEK = 0.0958 USD.

127

Grants of Plan-Based Awards for Fiscal Year 2022

The following table sets forth certain information regarding grants of plan-based awards to each of our named executive officers in 2022 under Danaher’s compensation programs and plans.

NAME	GRANT DATE	COMMITTEE APPROVAL DATE	ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1)			ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2)			ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)	ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)	EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Share)	GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(3)
			THRESHOLD ($)	TARGET ($)	MAXIMUM ($)	THRESHOLD (#)	TARGET (#)	MAXIMUM (#)
Jennifer L. Honeycutt
Annual cash incentive	5/16/2022	5/16/2022	501,563	1,003,125	2,006,250	—	—	—	—	—	—	—
Stock options(4)	2/24/2022	2/23/2022	—	—	—	—	—	—	—	17,097	271.56	1,631,738
Performance stock units(5)	2/24/2022	2/23/2022	—	—	—	1,496	5,984	11,968	—	—	—	1,680,547
Melissa Aquino(6)
Annual cash incentive	N/A	N/A	215,769	317,308	N/A	—	—	—	—	—	—	—
Stock options(7)	2/24/2022	2/23/2022	—	—	—	—	—	—	—	4,735	271.56	451,908
Restricted stock units(8)	2/24/2022	2/23/2022	—	—	—	—		—	1,658	—	—	450,246
Mattias Byström(9)
Annual cash incentive	N/A	N/A	217,015	320,317	N/A	—	—	—	—	—	—	—
Stock options(7)	2/24/2022	2/23/2022	—	—	—	—	—	—	—	4,209	271.56	401,707
Stock options(7)	2/24/2022	2/23/2022	—	—	—	—	—	—	—	1,973	271.56	188,303
Stock options(10)	11/15/2022	11/4/2022	—	—	—	—	—	—	—	4,512	270.33	500,110
Restricted stock units(8)	2/24/2022	2/23/2022	—	—	—	—	—	—	1,473	—	—	400,008
Restricted stock units(8)	2/24/2022	2/23/2022	—	—	—	—	—	—	691	—	—	187,648
Restricted stock units(11)	11/15/2022	11/4/2022	—	—	—	—	—	—	1,850	—	—	500,111
Surekha Trivedi
Annual cash incentive	N/A	N/A	N/A	277,420	N/A	—	—	—	—	—	—	—
Stock options(7)	2/24/2022	2/23/2022	—	—	—	—	—	—	—	2,105	271.56	200,901
Restricted stock units(8)	2/24/2022	2/23/2022	—	—	—	—	—	—	737	—	—	200,140

__________________

(1)These columns relate to 2022 annual cash incentive opportunities under the Omnibus Plan. Please see “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan” for a description of such plan. The amounts actually paid pursuant to these 2022 cash incentive opportunities (if any) are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)These columns relate to equity awards granted under the Omnibus Plan, the terms of which apply to all of the equity awards described in this table.

(3)Reflects the grant date fair value calculated in accordance with FASB ASC Topic 718. For the assumptions used in determining the grant date fair value under FASB ASC Topic 718, please see Footnote 2 to the Summary Compensation Table.

(4)For a description of the vesting terms of the award, please see Footnote 4 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.

(5)For a description of the vesting terms of the award, please see Footnote 5 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.

(6)Ms. Aquino terminated employment in October 2022 and was subsequently rehired by the Company in January of 2023. Based on her termination of employment prior to fiscal year end, Ms. Aquino was not eligible to receive the annual cash incentive in respect of 2022, and the equity award opportunities shown in this table were forfeited.

(7)For a description of the vesting terms of the award, please see Footnote 4 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.

(8)For a description of the vesting terms of the award, please see Footnote 5 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.

(9)In November 2022, Mr. Byström received a special equity award, split evenly between stock options and RSUs, in recognition of the leadership role he is expected to play in the launch of Veralto as a publicly-traded company.

(10)For a description of the vesting terms of the award, please see Footnote 10 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.

(11)For a description of the vesting terms of the award, please see Footnote 12 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.

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Outstanding Equity Awards at 2022 Fiscal Year-End

The following table summarizes the number of outstanding equity awards for each NEO (other than Mr. Ralhan) to the extent applicable as of December 31, 2022. All of the awards set forth in the table below are governed by the terms and conditions of the Danaher Omnibus Plan. Ms. Aquino is not included in the table below as she forfeited any outstanding unvested equity awards, and was required to exercise any vested stock options, in connection with her resignation from a subsidiary of Danaher in October 2022.

				OPTION AWARDS			STOCK AWARDS
NAME	GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (1)	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2)	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(1)	EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2)
Jennifer L. Honeycutt	2/24/2022	—	17,097(3)	271.56	2/24/2032	—	—	—	—
	2/24/2021	—	3,300(8)	223.00	2/24/2031	—	—	—	—
	2/24/2021	—	17,810(4)	223.00	2/24/2031	—	—	—	—
	7/15/2020	—	12,050(8)	188.34	7/15/2030	—	—	—	—
	2/24/2020	—	12,870(8)	156.82	2/24/2030	—	—	—	—
	5/15/2019	1,236	2,474(8)	131.05	5/15/2029	—	—	—	—
	2/24/2019	7,932	5,288(6)	113.48	2/24/2029	—	—	—	—
	2/24/2018	9,272	2,318(6)	99.33	2/24/2028	—	—	—	—
	2/24/2017	10,670	—	86.08	2/24/2027	—	—	—	—
	11/15/2016	3,860	—	79.63	11/15/2026	—	—	—	—
	2/24/2016	9,361	—	65.95	2/24/2026	—	—	—	—
	2/24/2022	—	—	—	—	—	—	5,984(5)	1,594,257
	2/24/2021	—	—	—	—	—	—	11,460(5)	3,062,800
	2/24/2021	—	—	—	—	—	—	2130(5)	569,264
	7/15/2020	—	—	—	—	—	—	8,440(5)	2,258,713
	2/24/2020	—	—	—	—	—	—	7,980(5)	2,138,480
	5/15/2019	—	—	—	—	767(9)	203,577	—	—
	2/24/2019	—	—	—	—	1,640(7)	435,289	—	—
	2/24/2018	—	—	—	—	765(7)	203,046	—	—
Mattias Byström	11/15/2022	—	4,512(10)	270.33	11/15/2032	—	—	—	—
	2/24/2022	—	4,209(11)	271.56	2/24/2032	—	—	—	—
	2/24/2022	—	1,973(11)	271.56	2/24/2032	—	—	—	—
	2/24/2021	264	1,056(6)	223.00	2/24/2031	—	—	—	—
	2/24/2021	562	2,248(6)	223.00	2/24/2031	—	—	—	—
	5/15/2020	432	648(6)	163.85	5/15/2030	—	—	—	—
	2/24/2020	1,288	1,932(6)	156.82	2/24/2030	—	—	—	—
	7/15/2019	1,020	680(6)	141.11	7/15/2029	—	—	—	—
	11/15/2018	2,424	606(6)	101.65	11/15/2028	—	—	—	—
	11/15/2018	2,424	606(6)	101.65	11/15/2028	—	—	—	—
	11/15/2022	—	—	—	—	1,850(12)	491,027	—	—
	2/24/2022	—	—	—	—	1,473(13)	390,964	—	—
	2/24/2022	—	—	—	—	691(13)	183,405	—	—
	2/24/2021	—	—	—	—	724(7)	192,164	—	—
	2/24/2021	—	—	—	—	340(7)	90,243	—	—
	5/15/2020	—	—	—	—	234(7)	62,108	—	—
	2/24/2020	—	—	—	—	600(7)	159,252	—	—
	7/15/2019	—	—	—	—	212(7)	56,269	—	—
	11/15/2018	—	—	—	—	200(7)	53,084	—	—
	11/15/2018	—	—	—	—	200(7)	53,084	—	—

129

				OPTION AWARDS			STOCK AWARDS
NAME	GRANT DATE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (1)	OPTION EXERCISE PRICE ($)	OPTION EXPIRATION DATE	NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1)	MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2)	EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(1)	EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2)
Surekha Trivedi	2/24/2022	—	2,105(11)	271.56	2/24/2032	—	—	—	—
	2/24/2021	1,320	5,280(6)	223.00	2/24/2031	—	—	—	—
	2/24/2021	528	2,112(6)	223.00	2/24/2031	—	—	—	—
	5/15/2020	740	1,110(6)	163.85	5/15/2030	—	—	—	—
	2/24/2020	1,032	1,548(6)	156.82	2/24/2030	—	—	—	—
	11/15/2019	8,860	—	142.99	11/15/2029	—	—	—	—
	2/24/2019	1,986	1,324(6)	113.48	2/24/2029	—	—	—	—
	2/24/2018	1,854	618(6)	99.33	2/24/2028	—	—	—	—
	2/24/2017	854	—	86.08	2/24/2027	—	—	—	—
	2/24/2022	—	—	—	—	737(13)	195,615	—	—
	2/24/2021	—	—	—	—	680(7)	180,486	—	—
	2/24/2021	—	—	—	—	1,700(7)	451,214	—	—
	5/15/2020	—	—	—	—	399(7)	105,903	—	—
	2/24/2020	—	—	—	—	480(7)	127,402	—	—
	2/24/2019	—	—	—	—	410(7)	108,822	—	—
	2/24/2018	—	—	—	—	204(7)	54,146	—	—

__________________

(1)With respect to the unexercisable options and unvested PSUs and RSUs reflected in the table above, the footnotes below describe the vesting terms applicable to the entire award of which such options, PSUs or RSUs are a part.

(2)Market value is calculated based on (a) the closing price of Danaher’s Common Stock on December 31, 2022 as reported on the NYSE ($265.42 per share) times the number of shares, plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2022.

(3)The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the third and fourth anniversaries of the grant date.

(4)The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the fourth and fifth anniversaries of the grant date.

(5)The number of shares of Common Stock that vest pursuant to the PSU award is based on Danaher’s total stockholder return (TSR) ranking relative to the S&P 500 Index over an approximately three-year performance period. Payout at 100% of the target level requires that Danaher achieve above-median performance and rank at the 55th percentile of the S&P 500 Index, while the PSUs pay out at 200% for performance that equals or exceeds the 75th percentile, 50% for performance at the 35th percentile and zero percent for performance below the 35th percentile. The payout percentages for performance between the performance levels are determined by linear interpolation. Danaher’s three-year average ROIC beginning with the year of grant, compared to Danaher’s ROIC for the immediately preceding year (the “baseline year”), can increase or decrease the number of shares that would otherwise vest by 10% (but cannot cause the payout percentage to exceed 200%). Notwithstanding the above, if Danaher’s absolute TSR performance for the period is negative a maximum of 100% of the target PSUs will vest (regardless of how strong Danaher’s performance is on a relative basis), and if Danaher’s absolute TSR performance for the period is positive a minimum of 25% of the target PSUs will vest. Any PSUs that vest following the three-year performance period are subject to an additional two-year holding period and are paid out in shares of Danaher Common Stock following the fifth anniversary of the commencement of the performance period. For purposes of this table, the number of PSU shares and payout value reported in the table reflect maximum-level performance for PSUs granted in 2020 and 2021 and target-level performance for PSUs granted in 2022.

(6)The option award was granted subject to time-based vesting conditions such that one-fifth of the award became or becomes exercisable on each of the first five anniversaries of the grant date.

(7)The RSU award was granted subject to time-based vesting conditions such that one-fifth of the award vests or vested on each of the first five anniversaries of the grant date.

(8)The option award was granted subject to time-based vesting conditions such that one-third of the award became or becomes exercisable on each of the third, fourth and fifth anniversaries of the grant date.

(9)The RSU award was granted subject to time-based vesting conditions such that one-third of the award vests or vested on each of the third, fourth and fifth anniversaries of the grant date.

(10)The option award was granted subject to time-based vesting conditions such that one-third of the award became or becomes exercisable on each of the second, third, and fourth anniversaries of the grant date.

(11)The option award was granted subject to time-based vesting conditions such that one-fourth of the award became or becomes exercisable on each of the first four anniversaries of the grant date.

130

(12)The RSU award was granted subject to time-based vesting conditions such that one-third of the award vests or vested on each of the second, third, and fourth anniversaries of the grant date.

(13)The RSU award was granted subject to time-based vesting conditions such that one-fourth of the award vests or vested on each of the first four anniversaries of the grant date.

Option Exercises and Stock Vested During Fiscal 2022

The following table summarizes stock option exercises and the vesting of stock awards with respect to the Veralto NEOs in 2022.

	OPTION AWARDS		STOCK AWARDS
NAME	NUMBER OF SHARES ACQUIRED ON EXERCISE (#)	VALUE REALIZED ON EXERCISE ($)(1)	NUMBER OF SHARES ACQUIRED ON VESTING (#)	VALUE REALIZED ON VESTING ($)(2)
Jennifer L. Honeycutt	8,211	1,635,385	2,566	688,255
Melissa Aquino	13,942	1,920,969	3,673	986,988
Mattias Byström	N/A	N/A	1,050	281,228
Surekha Trivedi	1,242	256,588	4,286	1,157,548

__________________

(1)Calculated by multiplying the number of shares acquired by the difference between the exercise price and the market price of Danaher Common Stock at the time of exercise.

(2)Calculated by multiplying the number of shares acquired on vesting by the market price of Danaher Common Stock at the time of settlement.

Pension Benefits for Fiscal 2022

The table below shows as of December 31, 2022, the present value of accumulated benefits payable to Mss. Honeycutt and Aquino under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan (the “Cash Balance Plan”), which is the only defined benefit pension plan in which any of Veralto’s named executive officers participates. The Cash Balance Plan is part of the Danaher Corporation & Subsidiaries Pension Plan, a funded pension plan qualified under Section 401(a) of the Internal Revenue Code (the “Code”). Prior to the inception of the Cash Balance Plan in 1997, Danaher made annual contributions to the defined contribution retirement plans of substantially all of its United States salaried employees, in an amount equal to 3% of the employee’s annual, eligible base salary. From 1997 through 2003, in lieu of these contributions, Danaher credited the same level of contributions to the Cash Balance Plan for each covered employee. As of December 31, 2003, the plan was frozen with respect to substantially all participants under the plan (including Mss. Honeycutt and Aquino) and no further contributions will be made with respect to such participants under the plan. All accrued benefits under the plan for these participants became 100% vested as of such date. All account balances under the plan with respect to these participants (including Mss. Honeycutt and Aquino) now increase each year at a rate equal to the annual rate of interest on 30-year Treasury securities for the month of November immediately preceding the applicable plan year. Upon termination of employment, a participant receives their vested accrued benefit in cash or as an annuity (based on the participant’s election).

The material assumptions used in quantifying the present value of the accumulated benefit at December 31, 2022, are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 3.50%; a retirement age of 65, which is normal retirement age under the Cash Balance Plan; payment of the accrued obligations in a lump sum upon retirement; and the discount rates as set forth in Note 16 to Danaher’s consolidated financial statements included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2022. There were no payments made to any named executive officers under the Cash Balance Plan in 2022.

131

Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefits ($)(2)
Jennifer L. Honeycutt	Cash Balance Plan of Danaher Corporation & Subsidiaries Pension Plan	7.0	20,133
Melissa Aquino	Cash Balance Plan of Danaher Corporation & Subsidiaries Pension Plan	3.8	11,600

__________________

(1)Represents the number of years the named executive officer participated in the Cash Balance Plan before it was frozen in 2003 with respect to new Danaher contributions.

(2)Calculated as of December 31, 2022, the pension plan measurement date used in Danaher’s financial statements as of and for the year ended December 31, 2022.

2022 Nonqualified Deferred Compensation

The table below sets forth, for each named executive officer (other than Messrs. Ralhan and Byström), information regarding (1) participation in the EDIP and the ECP, as applicable, and (2) participation in the DCP. Mr. Byström does not participate in the EDIP, ECP or DCP, but participates in a defined contribution arrangement in Sweden. There were no withdrawals by or distributions to any of the named executive officers from the respective nonqualified deferred compensation plans in 2022. For a description of the EDIP, ECP and DCP maintained in the U.S., please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program.” For a description of the non-qualified defined contribution arrangement provided to Mr. Byström in Sweden, referred to below as the Skandia Direct Pension in reference to the insurance carrier, please see “Compensation Discussion and Analysis – Non-U.S. Defined Contribution Program.”

Name	Plan Name	Executive Contributions In Last FY ($)(1)	Registrant Contributions In Last FY ($)(2)	Aggregate Earnings In Last FY ($)(3)	Aggregate Balance At Last FYE ($)(4)
Jennifer L. Honeycutt	EDIP	—	168,750	(879,578)	3,753,779
	DCP	832,869	—	(121,307)	1,100,356
Melissa Aquino	EDIP	—	61,200	(132,470)	567,016
	DCP	106,503	—	(33,622)	184,644
Mattias Byström	Skandia Direct Pension	—	215,583	—	215,546(5)
Surekha Trivedi	DCP	310,588	—	(23,273)	332,093
	ECP	—	19,420	(11,613)	63,273

__________________

(1)Consists of contributions to the DCP of the following amounts reported in the Summary Compensation Table:

Name	2022 Salary (Reported in Summary Compensation Table for 2022) ($)	Non-Equity Incentive Plan Compensation Earned With Respect to 2021 but Deferred in 2022 ($)
Jennifer L. Honeycutt	64,119	768,750
Melissa Aquino	30,600	75,903
Surekha Trivedi	249,962	60,626

(2)The EDIP or ECP amounts set forth in this column (as applicable) are included as compensation under the “All Other Compensation” column in the Summary Compensation Table. In addition, the 2022 company contribution to the Skandia Direct Pension program for Mr. Byström are included as compensation under the “All Other Compensation” column in the Summary Compensation Table.

(3)None of the amounts set forth in this column are included as compensation in the Summary Compensation Table. For a description of the EDIP/ECP/DCP earnings rates, please see “Summary of Employment Agreements and Plans.”

(4)Of these balances, the following amount was reported in the Danaher Summary Compensation Table for previous years: Ms. Honeycutt, $287,925.

(5)Mr. Byström’s year-end balance in the tax-qualified portion of his defined contribution arrangement was $39,365. For a description of the defined contribution arrangement provided to Mr. Byström in Sweden, please see “Compensation Discussion and Analysis — Non-U.S. Defined Contribution Program.”

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Potential Payments Upon Termination or Change of Control as of 2022 Fiscal Year-End

The following table describes the payments and benefits that each Veralto named executive officer would be entitled to receive upon termination of employment or in connection with a change-of-control of Danaher. The amounts set forth below assume that the triggering event occurred on December 31, 2022. As Ms. Aquino resigned from a subsidiary of Danaher in October 2022 and did not receive severance payments or other benefits in connection with her termination of employment she is not included in the table below. Where benefits are based on the market value of Danaher’s Common Stock, we have used the closing price of Danaher’s Common Stock as reported on the NYSE on December 31, 2022 ($265.42 per share). In addition to the amounts set forth below, upon any termination of employment each officer would also be entitled to:

•receive all payments generally provided to salaried employees on a non-discriminatory basis upon termination, such as accrued salary, life insurance proceeds (for any termination caused by death), unused vacation and 401(k) Plan distributions;

•potentially receive an annual cash incentive compensation award pursuant to the Omnibus Plan, since under the terms of the award a participant who remains employed through the end of the annual performance period is eligible for an award under the plan;

•receive accrued, vested balances under the EDIP, ECP, DCP and the Cash Balance Plan, if applicable (provided that under the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher);

•in the case of Mr. Byström only, death benefits payable to his spouse or, if his spouse does not survive him, his living children equal to 100% of the policy value of his defined contribution pension; and

•exercise vested stock options (provided that under the terms of the Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards). The terms of the EDIP, ECP, DCP and Omnibus Plan are described under “Summary of Employment Agreements and Plans.”

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		TERMINATION/CHANGE OF CONTROL EVENT(1)
NAME	BENEFIT	TERMINATION WITHOUT CAUSE ($)	DEATH ($)(2)
Jennifer L. Honeycutt	Accelerated or continued vesting of stock options	—	4,742,869
	Accelerated or continued vesting of RSUs/PSUs	—	6,925,936
	Benefits continuation(3)	22,267	—
	Cash payments under Senior Leader Severance Pay Plan(3)	802,500	—
	TOTAL:	824,767	11,668,805
Mattias Byström	Accelerated or continued vesting of stock options	—	698,808
	Accelerated or continued vesting of RSUs	—	989,486
	Cash Severance Payments (12 months)(4)	1,319,591	—
	Continuing salary/annual incentive payments during requisite notice period(5)	816,507	—
	TOTAL:	2,136,098	1,688,294
Surekha Trivedi	Accelerated or continued vesting of stock options	—	898,236
	Accelerated or continued vesting of RSUs	—	842,974
	Benefits continuation(3)	25,075	—
	Cash payments under Senior Leader Severance Pay Plan(3)	504,400	—
	Value of unvested ECP balance that would be accelerated(6)	—	18,367
	TOTAL:	529,475	1,759,577

The values reflected in the table above and the footnotes below relating to the acceleration of stock options, RSUs and (solely with respect to Ms. Honeycutt) PSUs reflect the intrinsic value (that is, the value based on the price of Danaher’s Common Stock, and in the case of stock options minus the exercise price) of the options, RSUs and PSUs (with respect to PSUs, assuming (a) target-level performance in the case of death before the end of the relevant performance period, (b) actual performance in the case of death at the conclusion of the relevant performance period, and (c) in the case of retirement, termination without cause or change-of-control, assuming actual performance for the 2020 PSUs, maximum-level performance for the 2021 PSUs, and target-level performance for the 2022 PSUs) that would vest or would have vested as a result of the specified event of termination or change-of-control occurring as of December 31, 2022. The level of PSU performance assumed for purposes of this table is consistent with the methodology applied for purposes of the “Outstanding Equity Awards at 2022 Fiscal Year-End” table. With respect to PSUs, the values reflected in the table above and the footnotes below also include the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2022.

__________________

(1)For a description of the treatment upon a change-of-control of outstanding equity awards granted under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.” The tabular disclosure assumes that upon a change-of-control of Danaher (as defined in the Omnibus Plan), Danaher’s board does not accelerate the vesting of any unvested RSUs, PSUs or stock options held by the named executive officers.

(2)The terms of the Omnibus Plan provide for accelerated vesting of a participant’s stock options and a pro rata portion of a participant’s RSUs and PSUs (at target value) if the participant dies during employment. For a description of these provisions under the Omnibus Plan, please see “Summary of Employment Agreements and Plans”.

(3)Please see “Summary of Employment Agreements and Plans” for a description of the respective benefits and cash payments each officer would be entitled to if Danaher terminates the officer’s employment without cause, as well as a description of the post-employment restrictive covenant obligations of each officer. The amounts set forth in the table assume that the officer would have executed Danaher’s standard release in connection with any termination without cause.

(4)Reflects 12 months’ average remuneration payable to Mr. Byström as severance pursuant to the terms of Mr. Byström’s employment agreement. The severance payment includes a monthly non-compete payment of 75% of the average monthly gross income in the 12 months preceding termination, multiplied by 12, which is not additive to the severance payments pursuant to the terms of Mr. Byström’s employment agreement.

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(5)Represents the cost to the Company of compensation and benefits that would be received by Mr. Byström during the requisite six month notice period provided by his employment agreement.

(6)Under the terms of the EDIP and ECP, upon a participant’s death the unvested portion of the Company contributions that have been credited to the participant’s account would immediately vest.

Summary of Employment Agreements and Plans

Following is a description of (1) named executive officer employment-related agreements in effect with Danaher, and (2) the cash incentive compensation, equity compensation, non-qualified deferred compensation and severance pay plans in which Danaher’s named executive officers participate. Each of these plans allows the plan administrator to exercise certain discretion in the administration of the plan, and as a result the plan administrator may administer the plan in a different manner from period to period, or in a different manner with respect to different plan participants, in each case to the extent permitted under the applicable plan.

Proprietary Interest Agreements

Danaher has entered into agreements with Mss. Honeycutt, Aquino and Trivedi under which they are subject to certain covenants designed to protect Danaher’s proprietary interests (each, a “Proprietary Interest Agreement”). During and for specified periods after Mss. Honeycutt, Aquino and Trivedi’s employment with Danaher, subject to certain customary exceptions, Mss. Honeycutt, Aquino and Trivedi are prohibited from disclosing or improperly using any of Danaher’s confidential information; making any disparaging comments about Danaher; competing with Danaher; selling to or soliciting purchases from Danaher’s customers and prospective customers with respect to products and services about which the officer has particular knowledge; or hiring or soliciting any of Danaher’s current or recent employees. Mss. Honeycutt, Aquino and Trivedi also agree that with limited exceptions all intellectual property that they develop in connection with their employment with Danaher belongs to Danaher. Certain of the agreements also restrict interfering with Danaher’s vendor relationships, and certain of the agreements prohibit the officer for a specified period of time from working for any Danaher customers or vendors in any role in which the officer would use or disclose or threaten to use or disclose any of our confidential information.

Senior Leader Severance Pay Plan

Mss. Honeycutt, Aquino, and Trivedi were eligible participants in Danaher’s Senior Leader Severance Pay Plan during 2022. Under the Senior Leader Severance Pay Plan, if a covered employee is terminated without “cause” (as defined below) and except in certain circumstances as specified in the plan, subject to execution of Danaher’s standard form of release the employee is entitled to severance equal to a minimum of three months of annual base salary plus an additional month for each year of service (provided that the three months plus all additional months cannot exceed twelve months in aggregate) paid out over the applicable severance period according to the normal payroll cycle, as well as the opportunity to continue coverage under specified welfare benefit plans of Danaher for the duration of the severance period at the same cost as an active employee in a position similar to that held by the employee at termination. There is no change-in control provision in the Senior Leader Severance Pay Plan. To the extent a covered employee is entitled to severance or other post-termination compensation pursuant to the terms of an individual agreement, payments and benefits will only be provided under the plan to the extent they are not duplicative of the payments and benefits provided under the individual agreement.

Under the plan, “cause” is defined as (1) the employee’s dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to, or any other action in willful disregard of the interests of, Danaher or its affiliates; (2) the employee’s conviction of, or pleading guilty or no contest to (i) a felony, (ii) any misdemeanor (other than a traffic violation), or (iii) any other crime or activity that would impair the employee’s ability to perform duties or impair the business reputation of Danaher or its affiliates; (3) the employee’s willful failure or refusal to satisfactorily perform any duties assigned to the employee; (4) the employee’s failure or refusal to comply with Company standards, policies or procedures, including, without limitation, the Danaher Code of Conduct as amended from time to time; (5) the employee’s violation of any restrictive covenant agreement with Danaher or its affiliates; (6) the employee’s engaging in any activity that is in conflict with the business purposes of Danaher or its affiliates (as determined in the sole discretion of Danaher and its affiliates); or (7) a material misrepresentation or a breach of any of the employee’s representations, obligations or agreements under the plan.

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Byström Employment Agreement

Mr. Byström is party to an employment agreement with VTI Sweden AB, a subsidiary of Danaher. The employment agreement obligates VTI Sweden AB to provide a notice period of six months prior to termination of employment, as well as certain severance payments. Pursuant to the employment agreement, Mr. Byström must provide VTI Sweden AB with three months’ notice of resignation. The employment agreement automatically terminates upon retirement.

Following termination of employment, Mr. Byström is prohibited from competing with VTI Sweden AB or any affiliate for a period of 12 months. Such noncompetition covenant does not apply in the event that Mr. Byström’s employment is terminated for breach of contract, or Mr. Byström retires. In consideration for such noncompetition covenant, VTI Sweden AB is obligated to make monthly payments corresponding to 75% of Mr. Byström’s average monthly gross income in the 12 months preceding Mr. Byström’s termination of employment, which are not additive to severance payments provided by the employment agreement described below.

In addition to receiving full base salary and benefits as an active employee during the requisite notice period, if Mr. Byström’s employment is terminated by Danaher, Mr. Byström would be entitled to severance payments equal to 12 times his average monthly renumeration (including average base salary, bonus, benefits, and defined contribution pension) paid during the 12 months preceding termination, generally payable in 12 equal installments.

Directors’ and Officers’ Indemnification and Insurance

Danaher’s Certificate of Incorporation requires it to indemnify to the full extent authorized or permitted by law any person made, or threatened to be made a party to any action or proceeding by reason of their service as a director or officer of Danaher, or by reason of serving at Danaher’s request as a director or officer of any other entity, subject to certain exceptions. Danaher’s Bylaws provide for similar indemnification rights. In addition, each of Danaher Corporation’s directors and executive officers has executed an indemnification agreement with Danaher that provides for substantially similar indemnification rights and under which Danaher has agreed to pay expenses in advance of the final disposition of any such indemnifiable proceeding. Danaher also has in effect directors and officers liability insurance covering all of Danaher’s directors and officers. Going forward, Veralto expects to enter into substantially similar indemnification agreements with Veralto NEOs.

Retirement and Other Terminations of Employment

Subject to certain terms and conditions set forth in Danaher’s Omnibus Plan or the applicable award agreement (including the overall term of the award), in general:

•upon retiring after reaching age 65, (1) a participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date (or the tenth anniversary with respect to grants made on or after January 1, 2022), (2) any RSUs that are unvested as of the retirement date (and, for grants on or after January 1, 2022, held for at least six months prior to retirement) continue to vest according to their terms, (3) for PSUs granted prior to January 1, 2022, the participant receives a prorated portion of the shares actually earned based on Danaher’s performance over the performance period, and (4) for PSUs granted on or after January 1, 2022, and held for at least six months prior to retirement, the participant receives the shares actually earned based on the Danaher’s performance over the performance period; and

•upon retiring after reaching age 55 and completing ten years of service with Danaher:

•with respect to grants on or after February 23, 2015, and prior to January 1, 2022, (1) a pro rata portion of the participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date, (2) a pro rata portion of any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) with

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respect to PSUs, the participant receives a prorated portion of the shares actually earned based on Danaher’s performance over the performance period.

•with respect to grants on or after January 1, 2022, and held for at least six months prior to retirement, (1) the participant’s unvested options continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date, (2) any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) the participant receives the PSU shares actually earned based on Danaher’s performance over the performance period.

Upon terminations of employment other than retirement (as defined under Danaher’s Omnibus Plan), unless the Administrator determines otherwise any options or SARs that are vested as of a participant’s termination of employment (including any options or SARs the vesting of which accelerates as a result of the participant’s death) will remain exercisable until the earlier of the expiration of the award’s term or (1) 12 months after termination, if the termination results from the participant’s death or disability, (2) in the Administrator’s discretion, at the time of termination if the participant’s employment is terminated for gross misconduct, or (3) 90 days following the termination date, in all other non-retirement situations. If an award survives for any period of time following termination of employment, it will nonetheless terminate as of the date that the participant violates any post-employment covenant between Danaher and the participant. In addition, upon termination of a participant’s employment or service due to death, generally (1) all of the participant’s outstanding stock options granted under the Omnibus Plan become fully vested, (2) the vesting of a pro rata portion of the participant’s outstanding RSUs is accelerated as of the date of death, and (3) with respect to PSUs as to which the death occurs prior to conclusion of the performance period, the participant’s estate receives a pro rata portion of the target number of shares underlying the PSUs.

Supplemental Retirement Program

Employer Contributions

Danaher uses the Executive Deferred Incentive Program, or EDIP, and the Excess Contribution Program, or ECP (which is a sub-plan under the 2007 Omnibus Plan) to provide supplemental retirement benefits on a pre-tax basis in excess of qualified plan limitations to select management associates of Danaher and its subsidiaries (including each of the named executive officers, as applicable). Prior to January 1, 2019, the EDIP was the sole plan used by the Danaher to provide supplemental retirement benefits (and also served as a voluntary deferred compensation program). The ECP became effective as of January 1, 2019, and prior to such date, EDIP participants made a one-time election to either continue participating in the EDIP or participate in the ECP. All participants who join Danaher’s supplemental retirement program at or after January 1, 2019, receive Company contributions under the ECP. All amounts that Danaher contributes to a participant’s account in the EDIP and ECP are deemed invested on a notional basis in Danaher Common Stock. If termination of an employee’s participation in the EDIP or ECP resulted from the employee’s gross misconduct, the Administrator may reduce the employee’s vested interest with respect to all Danaher contributions to as low as zero percent.

EDIP

At the beginning of each plan year, Danaher credits to the account of each EDIP participant an amount equal to the product of (1) the sum of the participant’s base salary and target bonus as of the end of the prior year; and (2) a percentage determined by the Administrator that is based on the participant’s years of participation in the EDIP, namely 6% for employees who have participated in the EDIP for less than 10 years, 8% after 10 years of EDIP participation and 10% after 15 years of EDIP participation.

A participant vests in the amounts that Danaher credits to their EDIP account as follows:

•If the participant has both reached age 55 and completed at least five years of service with Danaher or its subsidiaries, the participant immediately vests 100% in each Danaher contribution.

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•If the participant does not satisfy the conditions described under the preceding bullet, the participant’s vesting percentage is 10% for each full calendar year of participation in the EDIP (after the participant has first completed five years of participation in the EDIP).

•If a participant dies while employed by Danaher, their vesting percentage equals 100%.

ECP

Under the ECP, on or about February 1 after the applicable year of participation, Danaher credits to the account of each participant an excess matching contribution and excess non-elective contribution based on the formulas in Danaher’s 401(k) plan for matching and non-elective contributions. As a result, each participant can receive the following contributions in the ECP:

•a matching contribution to the ECP equal to the sum of (a) 100% of the amount deferred into the Danaher Deferred Compensation Plan, or DCP for the year of participation, up to 3% of the greater of (1) the participant’s compensation that is deferred into the DCP or (2) the participant’s compensation above the IRS compensation limit for qualified retirement plans (“match compensation”), plus (b) 50% of the amount deferred into the DCP for the year of participation in excess of 3%, but not in excess of 5%, of the participant’s match compensation; and

•a non-elective contribution equal to 4% of the participant’s rate of base salary and target bonus amount as of December 31 prior to the year of participation in excess of the IRS compensation limit for qualified retirement plans.

A participant vests in the matching contribution in the ECP made each year on the first anniversary after it is credited to the participant’s account. A participant vests in the non-elective contribution in the ECP made each year on the later of the first anniversary after it is credited to the participant’s account, or the date the participant has completed three years of service with Danaher. If a participant dies while employed by Danaher, their vesting percentage equals 100%.

Voluntary Deferrals

Each DCP participant is permitted to voluntarily defer into the program, on a pre-tax basis, up to 85% of their salary and/or up to 85% of their non-equity incentive compensation with respect to a given plan year. Notional earnings on amounts deferred under the program are credited to participant accounts based on the market rate of return of the applicable benchmark investment alternatives offered under the program, which are generally the same as the investment alternatives offered under our 401(k) Plan (except for any investment options that may only be offered under the tax qualified 401(k) Plan). Each participant allocates the amounts the participant voluntarily defers among the available investment alternatives. Participants may change their allocations at any time; provided that any portion of a participant’s account that is subject to the Danaher Common Stock investment alternative must remain allocated to that investment alternative until the account is distributed to the participant. Participants are at all times fully vested in amounts they voluntarily defer into their DCP accounts.

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Distributions

In general, a participant may not receive a distribution of their vested EDIP account balance (including any amounts voluntarily deferred) until after their employment with Danaher terminates. A participant generally may elect to receive a distribution of their DCP account balance following their termination of employment or on a specified future date prior to their termination of employment. The following chart generally describes the timing and manner of distribution of EDIP, ECP and DCP account balances:

Name of Plan		Timing of Beginning of Distribution	Period of Distribution	Form of Distribution
EDIP	Not 100% vested in Danaher contributions	6 months following termination	Lump sum	Participant may elect to receive distribution in cash, shares of Danaher
	100% vested in Danaher contributions	Participant may elect to begin receiving distributions immediately, 6 months, 1 year or 2 years following termination (generally, a distribution after a termination of employment is payable after a 6-month delay)	Participant may elect lump sum, or if at least age 55, annual installments over two, five or ten years	Common Stock or a combination thereof (but all balances subject to the Danaher Common Stock investment alternative must be distributed in shares of Danaher Common Stock)
ECP		Participant will begin receiving distributions immediately following termination. A six-month delay may apply if the participant is a “key employee” under applicable tax rules	Lump sum	Shares of Danaher common stock (for balances subject to the Danaher Common Stock investment alternative) or cash (for balances not subject to the Danaher Common Stock investment alternative)
DCP		Participant may elect to begin receiving distributions on the earlier of a fixed date or termination of employment. Distributions on a fixed date must be at least 3 years after the date of election. Distribution elections upon a termination of employment are the same as under the EDIP (a 6-month delay may apply to distributions on a termination of employment if the participant is a “key employee” under applicable tax rules)	Participant may elect lump sum or annual installments over a period of up to 10 years	All balances subject to the Danaher Common Stock investment alternative must be distributed in shares of Danaher Common Stock, and all other balances must be paid in cash

Certain events, such as the participant’s death or an unforeseeable emergency, may impact the timing of a distribution under the EDIP, the ECP or the DCP.

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General

Under the EDIP, the ECP and the DCP, Danaher contributions and amounts voluntarily deferred are unfunded and unsecured obligations of Danaher, receive no preferential standing and are subject to the same risks as any of Danaher’s other general obligations.

Going Forward

Following the separation, Veralto expects to establish supplemental retirement plans that provide each of its NEOs with benefits comparable to the supplemental retirement benefits that such NEO received prior to the separation.

Veralto Corporation 2023 Omnibus Incentive Plan

General

The following is a description of the material features of the Veralto Corporation 2023 Omnibus Incentive Plan (the “Plan”). This description is qualified in its entirety by reference to the full text of the proposed Plan, a copy of which is filed as an exhibit to the registration statement of which this information statement is a part.

Eligibility

All employees, consultants, and non-employee directors of Veralto and its subsidiaries are eligible to receive awards under the Plan, if selected by the plan administrator.

Administration

The Plan will be administered by the Veralto Compensation Committee (the “Administrator”), unless otherwise determined by the Board. The Administrator is responsible for the general operation and administration of the Plan and for carrying out its provisions and has full discretion in interpreting and administering the provisions of the Plan. The Administrator may delegate its administrative authority to employees of the Company, to the extent permitted by law and in accordance with the terms of the Plan.

The Administrator determines, in its sole discretion, who will receive awards under the plan, the award type, and the terms of any award (subject to any limitations in the Plan), including any vesting schedule. The Administrator also has the discretion to accelerate the vesting of any award.

Types of Awards

The following awards may be granted under the Plan: stock options, stock appreciation rights (otherwise known as “SARs”), restricted stock, restricted stock units (otherwise known as “RSUs”) and other stock-based awards (including Performance Stock Units) and conversion awards, as such terms are defined in the Plan, as well as cash-based awards (collectively, all such awards are referred to as “awards”). Veralto will not receive any consideration for the granting of these awards other than, where required, par value. The Administrator may subject any award type to the achievement of performance goals. All awards granted under the Plan must have a minimum one-year vesting period, except that up to 5% of the shares authorized for grant under the Plan may be issued with less than a one-year vesting period and the Administrator may waive minimum vesting restrictions in the event of death, Disability, Retirement, a Substantial Corporate Change (each term as defined in the Plan) or as otherwise determined by the Administrator.

Stock Subject to Plan

Subject to the adjustment provisions included in the Plan, a total of 22 million shares of Veralto common stock may be issued pursuant to awards granted under the Plan. If any award issued under the Plan expires, is canceled, or terminates for any reason, then the shares subject to that award will again become available for issuance under the Plan. However, the following shares will not again become available for issuance under the Plan: shares that are (i) used to the pay the exercise price of stock options or SARs, (ii) used to satisfy any tax withholding obligations, (iii)

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repurchased in the open market with the proceeds from a stock option exercise, or (iv) subject to a SAR that are not issued in connection with the stock settlement of that SAR upon its exercise.

Limit on Director Awards

The grant date fair value of awards made under the Plan to any non-employee director, taken together with the cash fees payable to the non-employee director for the single calendar year, may not exceed $800,000 in such single calendar year.

Stock Options and Stock Appreciation Rights

The Plan authorizes the grant of non-qualified stock options, which are not intended to satisfy the requirements of Section 422 of the Internal Revenue Code (which we refer to throughout this summary as the “Code”), as well as SARs. A stock option entitles the participant to purchase a specified number of shares of our common stock at a specified exercise price. An SAR entitles a participant to receive a payment equal to the excess of the fair market value of a share of our common stock on the date of exercise and the exercise price. This payment may be made in cash or stock, or a combination of cash and stock. The Administrator has the authority to grant options and SARs with any terms and conditions it chooses to any individual eligible to receive awards under the plan, subject to the following requirements:

•The exercise price of stock options and SARs granted under the Plan may not be less than the fair market value of a share of our common stock on the date of grant (except in the event of a conversion, replacement or substitution in connection with an acquisition or merger or in the event of an adjustment to our capital stock). The “fair market value” means the closing price per share of common stock on the NYSE on the date the award is granted, or if no such closing price is available on such day, the closing price for the immediately preceding trading day.

•Except for adjustments related to changes in the capital structure or a substantial corporate change of Veralto, the Administrator may not, absent the approval of the stockholders, reduce the exercise price of any outstanding options or SARs, cancel and re-grant any outstanding option or SAR with a lower exercise price or cancel underwater options for cash.

•No stock option or SAR will be exercisable more than ten years after the date it is granted. If, on the last day that an outstanding option may be exercised before it expires, the fair market value of a share exceeds the per-share exercise price of the option by at least $0.01, then such option will automatically be exercised on behalf of the participant on such date.

Restricted Stock Grants, Restricted Stock Units and Other Stock-Based Awards

The Administrator may grant awards of restricted stock, RSUs, or other stock-based awards to any individual eligible to participate in the Plan.

•Restricted Stock. A restricted stock grant is a direct grant of our common stock, subject to restrictions and vesting conditions, including time-based vesting conditions and/or the attainment of performance-based vesting conditions. A participant who is awarded a restricted stock grant under the Plan will have the same voting, dividend and other rights as our other stockholders from the date of grant, except that any dividends paid on the restricted stock will be accumulated and delivered to the participant if and only to the same extent that the restricted stock vests.

•RSUs. An RSU award entitles the participant to receive shares of our common stock upon satisfaction of any applicable vesting conditions, including time-based vesting conditions and/or the attainment of performance-based vesting conditions. A participant who is awarded RSUs under the Plan does not have any ownership rights with respect to the underlying shares of common stock, and thus may not vote the shares or receive dividends. However, the Administrator may, in its discretion, grant to a participant dividend equivalent rights in connection with an RSU award, which entitle the participant to receive a

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payment equal to the cash dividends paid on the underlying shares of common stock after grant and prior to vesting, which are paid to the participant only when the RSUs vest.

•Conversion Awards. The Plan authorizes the grant of awards in connection with the replacement of certain equity-based awards granted by Danaher prior to the distribution. Notwithstanding any provision of the Plan to the contrary, in accordance with a formula for the replacement of the Danaher awards as determined by us in a manner consistent with our separation from Danaher, the Administrator will determine number of shares of common stock subject to a conversion award and the exercise price of any conversion award that is an option.

•Other Stock Based Awards. Other awards that are valued in whole or in part by reference to, or otherwise based on or related to, our common stock may also be granted to employees, directors and consultants according to the terms and conditions determined by the Administrator in its sole discretion.

Adjustments

Upon any change in Veralto’s capitalization such as a stock dividend or stock split, the Administrator will make as it deems appropriate a proportionate adjustment to the number and type of shares underlying outstanding awards as well as the number of shares reserved for issuance under the Plan (including the limits regarding the number of shares available for awards granted in any form other than options or SARs) and the number and type of shares specified as the annual per-participant limitation.

Termination of Employment

Under the terms of the Plan, the Administrator determines the treatment of a participant’s equity awards upon a termination of the participant’s employment.

Unless the Administrator determines otherwise, upon termination of employment for any reason other than death, Early Retirement (as defined in the Plan) or (with respect to stock options and SARs) Normal Retirement (as defined in the Plan), all unvested portions of any outstanding awards will be immediately forfeited without consideration. The vested portion of any outstanding RSUs or other stock-based awards will be settled upon termination and, except as otherwise described below in the case of certain terminations of employment, a participant shall have a period of 90 days, commencing with the first date the participant is no longer actively employed, to exercise the vested portion of any outstanding stock options or SARs; provided that in no event may a stock option or SAR be exercised after the expiration of the term of the award.

With respect to awards granted on or after January 1, 2022, upon termination of employment by reason of a participant’s Normal Retirement, unless otherwise provided by the Administrator (i) any stock options or SARs held by the participant for at least six months prior to the Normal Retirement date will remain outstanding, continue to vest and may be exercised until the expiration date of the award, (ii) all unvested RSUs (other than PSUs) held by the participant for at least six months prior to the Normal Retirement date will continue to vest, (iii) all unvested PSUs held by the participant for at least six months prior to the Normal Retirement date will continue to vest subject to actual performance to be measured as of the end of the applicable performance period, and (iv) all unvested portions of any other outstanding awards (including, without limitation, restricted stock grants) will be immediately forfeited without consideration.

With respect to awards granted on or after January 1, 2022, upon termination of employment by reason of a participant’s Early Retirement, unless otherwise provided by the Administrator (i) any stock options or SARs held by the participant for at least six months prior to the Early Retirement date will remain outstanding, continue to vest, and may be exercised until the fifth anniversary of the Early Retirement date, (ii) all unvested RSUs (other than PSUs) held by the participant for at least six months prior to the Early Retirement date will continue to vest, (iii) all unvested PSUs held by the participant for at least six months prior to the Early Retirement date will continue vest subject to actual performance to be measured as of the end of the applicable performance period, and (iv) all unvested portions of any other outstanding awards (including, without limitation, restricted stock grants) will immediately forfeited without consideration.

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With respect to conversion awards granted prior to January 1, 2022, upon termination of employment by reason of a participant’s Normal Retirement, unless otherwise provided by the Administrator (i) any stock options or SARs held by the participant for at least six months prior to the Normal Retirement date will remain outstanding, continue to vest and may be exercised until the fifth anniversary of the Normal Retirement date, (ii) all unvested RSUs (other than PSUs) will vest as of the applicable time-based vesting date, but only if applicable performance objectives are satisfied prior to such time-based vesting date, (iii) a pro-rata portion of unvested PSU shall continue to vest subject to actual performance to be measured as of the end of the applicable performance period, and (iv) all unvested portions of any other outstanding awards (including, without limitation, restricted stock grants) will be immediately forfeited without consideration.

With respect to conversion awards granted prior to January 1, 2022, upon termination of employment by reason of a participant’s Early Retirement, unless otherwise provided by the Administrator (i) a pro-rata portion of unvested stock options or SARs held by the participant for at least six months prior to the Early Retirement date will remain outstanding, continue to vest and may be exercised until the fifth anniversary of the Early Retirement date, (ii) a pro-rata portion of unvested RSUs (other than PSUs) will vest as of the applicable time-based vesting date, but only if applicable performance objectives are satisfied prior to such time-based vesting date, (iii) a pro-rata portion of unvested PSU shall continue to vest subject to actual performance to be measured as of the end of the applicable performance period, and (iv) all unvested portions of any other outstanding awards (including, without limitation, restricted stock grants) will be immediately forfeited without consideration.

To be eligible for the retirement treatment described above (whether the Award was granted on, after or before January 1, 2022), to the extent required by the Company or subsidiary, the participant must execute the appropriate form of Company post-employment restrictive covenant agreement.

Upon termination of employment by reason of a participant’s death: (i) all unexpired stock options and SARs will become fully exercisable and may be exercised for a period of 12 months thereafter, (ii) a portion of the outstanding RSUs and restricted stock grants will become vested as follows: with respect to each portion of an award of RSUs or a restricted stock grant that is scheduled to vest on a particular vesting date, upon the participant’s death, a pro rata amount of the RSUs or the restricted stock grant will vest based on the number of complete 12-month periods between the grant date and the date of death, divided by the total number of 12-month periods between the grant date and the scheduled vesting date, and (iii) with respect to any award other than a stock option, SAR, RSU or restricted stock grant, all unvested portions of the award will be immediately forfeited without consideration.

Upon termination of employment by reason of a participant’s disability, all unvested portions of any outstanding awards will be immediately forfeited without consideration. The vested portion of any stock option or SAR will remain outstanding and, subject to the term of the stock option or SAR, may be exercised by the participant at any time until the first anniversary of the participant’s termination of employment for disability. The vested portion of any award other than a stock option or SAR will be settled upon termination of employment.

Upon termination of employment by reason of participant’s Gross Misconduct (as defined in the Plan), all unexercised stock options and SARs, unvested portions of RSUs, unvested portions of restricted stock grants and unvested portions of any other stock-based awards granted under the Plan will terminate and be forfeited immediately without consideration.

Notwithstanding any other provision in the Plan, to the extent that any award may remain outstanding under the terms of the Plan after termination of a participant’s employment or service, the award will nevertheless expire as of the date that the former employee, director or consultant violates any covenant not to compete or any other post-termination covenant (including, without limitation, any nonsolicitation, conspiracy of employees, nondisclosure, non-disparagement, works-made-for-hire or similar covenants) in effect between us and/or any of our subsidiaries, on the one hand, and the former employee, director or consultant on the other hand, as determined by the Administrator.

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Transferability of Awards

Generally, awards under the Plan may not be pledged, assigned or otherwise transferred or disposed of in any manner other than by will or the laws of descent or distribution. However, the Administrator has the authority to allow the transfer of awards by gift to members of the participant’s immediate family, children, grandchildren or spouse, a trust in which the participant and/or such family members collectively have more than 50% of the beneficial interest, or any other entity in which the participant and/or such family members own more than 50% of the voting interests.

Corporate Changes

As defined in the Plan, a substantial corporate change includes the consummation of (i) Veralto’s dissolution or liquidation; (ii) any transaction or series of transactions in which any person or entity or group of persons or entities is or becomes the owner, directly or indirectly, of voting securities of Veralto (not including any securities acquired directly from Veralto or any affiliate thereof) representing more than 50% of the combined voting power of Veralto’s then outstanding securities; (iii) a change in the composition of the Board such that individuals who were serving on the Board as of immediately following the Separation, together with any new member of the Board (other than a member of the Board whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Veralto) whose appointment or election by the Board or nomination for election by Veralto’s stockholders was approved or recommended by a vote of at least a majority of the members of the Board then still in office who either were members of the Board immediately following the Separation or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the number of the members of the Board then serving; (iv) a merger, consolidation, or reorganization of Veralto with one or more corporations, limited liability companies, partnerships or other entities, other than a merger, consolidation or reorganization which would result in the voting securities of Veralto outstanding immediately prior to such event continuing to have both (A) more than 50% of the combined voting power of the voting securities of the ultimate parent entity resulting from such merger, consolidation, or reorganization (and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Veralto voting securities among the holders thereof immediately prior to such transaction), and (B) the power to elect at least a majority of the board of directors or other governing body of the ultimate parent entity resulting from such merger, consolidation, or reorganization; or (v) the sale of all or substantially all of Veralto’s assets to another person or entity; provided that neither the distribution nor any transfer, exchange or disposition of Veralto’s ownership interests in Veralto will constitute a substantial corporate change. Upon a substantial corporate change, the Plan and any forfeitable portions of the awards will terminate unless provision is made for the assumption or substitution of the outstanding awards. Unless the Board determines otherwise, if any award would otherwise terminate upon a substantial corporate change, the Administrator will either (i) provide holders of options and SARs with a right, at such time before the consummation of the transaction as the Board designates, to exercise any unexercised portion of an option or SAR, whether or not previously exercisable, or (ii) cancel each award after payment of an amount in cash, cash equivalents or successor equity interests substantially equal to the value of the underlying shares of common stock minus, for any options or SARs, the exercise price for the shares covered by the option or SAR.

Foreign Jurisdictions

To comply with the laws in countries outside the United States in which Veralto or any of its subsidiaries operates or has employees, the Administrator has the authority to determine which subsidiaries will be covered by the Plan and which employees outside the United States are eligible to participate in the Plan, to modify the terms and conditions of any award granted to employees outside the United States and to establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable.

Amendment or Termination of Plan and Awards

The Board may generally amend, suspend or terminate the Plan at any time. However, no amendment may be made that would have or can have a material adverse effect on any participant or beneficiary unless agreed to by such individual in writing (except that if change is required to comply with Section 409A of the Code, then the

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Company may make such change unilaterally). In addition, no Plan amendment may be effected without approval of Veralto stockholders to the extent such approval is required under applicable law or any applicable stock exchange rule. Unless the Board extends the Plan’s term, the Administrator may not grant Awards under the Plan after the ten-year anniversary of the date the Plan is approved by Danaher it its capacity as Veralto’s sole stockholder.

DIRECTOR COMPENSATION

Pursuant to our non-employee director compensation policy that we expect to adopt prior to the separation, each of our non-management directors will receive the following compensation following the separation:

•An annual retainer of $105,000, payable in cash.

•An annual equity retainer with a target award value of $165,000, divided equally between options and RSUs granted under the Veralto Corporation 2023 Omnibus Incentive Plan. The options granted to our non-employee directors will be fully vested as of the grant date. The RSUs granted to our non-employee directors will vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of our stockholders following the grant date.

•Reimbursement for out-of-pocket expenses, including travel expenses and expenses for education, related to the director’s service on the board.

In addition to the foregoing amounts:

•The Board chair will receive an annual retainer of $150,000, divided equally between options and RSUs granted under the Plan.

•The chair of the Audit Committee will receive an annual cash retainer of $25,000, the chair of the Compensation Committee will receive an annual cash retainer of $20,000, and the chair of the Nominating and Governance Committee will receive an annual cash retainer of $15,000.

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TREATMENT OF OUTSTANDING EQUITY AWARDS AT THE TIME OF THE SEPARATION

We expect that Danaher equity awards outstanding at the time of the separation will be adjusted using the following principles:

•For each award recipient, the intent is to maintain the economic value of those awards before and after the distribution date.

•Other than performance stock units (“PSUs”), which are described in more detail below, the terms of the equity awards, such as vesting date, will generally continue unchanged.

•For Veralto employees at the time of distribution, the awards will be converted into Veralto equity awards and denominated in shares of Veralto common stock.

•For Danaher employees, the awards will remain Danaher equity awards.

The following table provides additional information regarding each type of Danaher equity award. As a result of the adjustments to such awards in connection with the separation, the precise number of Veralto options, RSUs and restricted shares will not be known until the distribution date or shortly thereafter.

Type of Award	Veralto Employees	Danaher Employees
Stock Options	Danaher stock options will be converted into options of comparable value to purchase Veralto common stock.	Continue to hold Danaher stock options, as equitably adjusted to reflect the distribution.
Time-Based Restricted Stock Units (“RSUs”)	Danaher RSUs will be converted into Veralto RSUs of comparable value.	Continue to hold Danaher RSUs, as equitably adjusted to reflect the distribution.
Performance Stock Units	Danaher PSUs will be converted into Veralto RSUs of comparable value, with the number of Veralto RSUs determined by reference to the number of PSUs that would have vested based on actual performance immediately prior to the separation.	Continue to hold Danaher Performance-Based RSUs, as equitably adjusted to reflect the distribution.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Agreements With Danaher

Following the separation and distribution, Veralto and Danaher will each operate as a separate, publicly traded company. Veralto will enter into a separation and distribution agreement with Danaher, which is referred to in this information statement as the “separation agreement.” In connection with the separation, Veralto will also enter into various other agreements to effect the separation and provide a framework for its relationship with Danaher after the separation, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a DBS license agreement. These agreements will provide for the allocation between Veralto and Danaher of Danaher’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Veralto’s separation from Danaher and will govern certain relationships between Veralto and Danaher after the separation.

The following summaries of each of the agreements listed above are qualified in their entireties by reference to the full text of the applicable agreements, which have been or will be filed as exhibits to the registration statement of which this information statement is a part. When used in this section, “distribution date” refers to the date on which Danaher commences distribution of Veralto’s common stock to the holders of shares of Danaher common stock.

The Separation Agreement

Veralto intends to enter into a separation agreement with Danaher prior to the distribution of Veralto’s common stock to Danaher stockholders. The separation agreement will set forth Veralto’s agreements with Danaher regarding the principal actions to be taken in connection with the separation. It will also set forth other agreements that govern certain aspects of Veralto’s relationship with Danaher following the separation and distribution. This summary of the separation agreement is qualified in its entirety by reference to the full text of the agreement, which is incorporated by reference into this information statement.

Transfer of Assets and Assumption of Liabilities

The separation agreement will identify assets to be transferred, liabilities to be assumed and contracts to be allocated to each of Danaher and Veralto as part of the internal reorganization transaction described herein, and will describe when and how these transfers, assumptions and assignments will occur, though many of the transfers, assumptions and assignments will have already occurred prior to the parties’ entering into the separation agreement. The separation agreement will provide for those transfers of assets and assumptions of liabilities that are necessary in connection with the separation so that Veralto and Danaher retain the assets necessary to operate their respective businesses and retain or assume the liabilities allocated in accordance with the separation. The separation agreement will also provide for the settlement or extinguishment of certain liabilities and other obligations between Veralto and Danaher. In particular, the separation agreement will provide that, subject to the terms and conditions, and certain exceptions, contained in the separation agreement:

•“Veralto Assets” (as defined in the separation agreement), including, but not limited to, the equity interests of Veralto’s subsidiaries, assets reflected on Veralto’s pro forma balance sheet and assets primarily (or in the case of intellectual property, exclusively) relating to Veralto’s business, will be retained by or transferred to Veralto or one of Veralto’s subsidiaries, except as set forth in the separation agreement or one of the other agreements described below;

•“Veralto Liabilities” (as defined in the separation agreement), including, but not limited to, the following will be retained by or transferred to Veralto or one of Veralto’s subsidiaries:

•any and all liabilities (whether accrued, contingent or otherwise, and subject to certain exceptions) to the extent related to, arising out of or resulting from Veralto’s business;

•any and all “Veralto Environmental Liabilities” (as defined in the separation agreement);

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•any and all liabilities (whether accrued, contingent or otherwise) reflected on Veralto’s pro forma balance sheet;

•any and all liabilities (whether accrued, contingent or otherwise) relating to, arising out of, or resulting from, any infringement, misappropriation or other violation of any intellectual property of any other person related to the conduct of the Veralto business;

•any and all product liability claims or other claims of third parties to the extent relating to, arising out of or resulting from any product developed, manufactured, marketed, distributed, leased or sold by the Veralto business;

•any and all liabilities relating to, arising out of, or resulting from any indebtedness of any subsidiary of Veralto or any indebtedness secured exclusively by any of the Veralto assets;

•any and all liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any form, registration statement, schedule or similar disclosure document filed or furnished with the U.S. Securities and Exchange Commission, to the extent the liability arising therefrom related to matters related to Veralto business;

•any and all other liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from disclosure documents filed or furnished with the U.S. Securities and Exchange Commission that are related to the separation (including the Form 10 registration statement of which this information statement is a part, and this information statement); and

•any and all liabilities relating to, arising out of or resulting from legal proceedings primarily related to the Veralto business, which Veralto does not believe will have a material effect on its business and financial statements; and

•all assets and liabilities (whether accrued, contingent or otherwise) of Danaher that are not Veralto Assets or Veralto Liabilities will be retained by or transferred to Danaher or one of its subsidiaries (other than Veralto or one of Veralto’s subsidiaries), except as set forth in the separation agreement or one of the other agreements described below and except for other limited exceptions that will result in Veralto retaining or assuming certain other specified liabilities.

The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, are solely covered by the tax matters agreement.

Except as expressly set forth in the separation agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained and that any requirements of laws or judgments are not complied with. In general, neither Veralto nor Danaher will make any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with such transfers or assumptions, or any other matters.

Information in this information statement with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the separation agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by one party or for which one party will have an indemnification obligation under the separation agreement and the other agreements relating to the separation are, and following the separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

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Further Assurances; Separation of Guarantees

To the extent that any transfers of assets or assumptions of liabilities contemplated by the separation agreement have not been consummated on or prior to the date of the distribution, the parties will agree to cooperate with each other to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party entitled to receive or assume such asset or liability. Each party will agree to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the separation agreement and other transaction agreements. Additionally, Veralto and Danaher will use commercially reasonable efforts to remove Veralto and its subsidiaries as a guarantor of liabilities (including surety bonds) retained by Danaher and its subsidiaries and to remove Danaher and its subsidiaries as a guarantor of liabilities (including surety bonds) to be assumed by Veralto.

Shared Contracts

Certain shared contracts are to be assigned or amended to facilitate the separation of Veralto’s business from Danaher. If such contracts cannot be assigned or amended, the parties are required to take reasonable actions to cause the appropriate party to receive the benefit of the contract for a specified period of time after the separation is complete.

Release of Claims and Indemnification

Except as otherwise provided in the separation agreement or any ancillary agreement, each party will release and forever discharge the other party and its subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the separation. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the separation agreement or any ancillary agreement. These releases will be subject to certain exceptions set forth in the separation agreement.

The separation agreement will provide for cross-indemnities that, except as otherwise provided in the separation agreement, are principally designed to place financial responsibility for the obligations and liabilities allocated to Veralto under the separation agreement with Veralto and financial responsibility for the obligations and liabilities allocated to Danaher under the separation agreement with Danaher. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its officers, directors, employees and agents for any losses arising out of or due to:

•the liabilities or alleged liabilities the indemnifying party assumed or retained pursuant to the separation agreement;

•the assets the indemnifying party assumed or retained pursuant the separation agreement;

•the operation of the indemnifying party’s business, whether prior to, at, or after the distribution; and

•any breach by the indemnifying party of any provision of the separation agreement or any other agreement unless such other agreement expressly provides for separate indemnification therein.

Each party’s aforementioned indemnification obligations will be uncapped; provided that the amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds (net of premium increases) received by the party being indemnified. The separation agreement will also specify procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes will be governed by the tax matters agreement.

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Legal Matters

Except as otherwise set forth in the separation agreement or any ancillary agreement (or as otherwise described above), each party to the separation agreement will assume the liability for, and control of, all pending, threatened and future legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such legal matters.

Insurance

Following the separation, Veralto will be responsible for obtaining and maintaining at Veralto’s own cost Veralto’s own insurance coverage. Additionally, with respect to certain claims arising prior to the distribution, Veralto may, at the sole discretion of Danaher, seek coverage under Danaher third-party insurance policies to the extent that coverage may be available thereunder.

The Distribution

The separation agreement will govern the rights and obligations of the parties regarding the proposed distribution. Danaher will cause the distribution agent to distribute to its stockholders that hold shares of Danaher’s common stock as of the applicable record date all of the issued and outstanding shares of Veralto’s common stock. Stockholders who would be entitled to receive a fraction of a share of Veralto common stock in the distribution, will receive cash in lieu of fractional shares. Danaher will have the sole and absolute discretion to determine (and change) the terms, form and structure of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the date of the distribution, and may at any time prior to the completion of the distribution decide to abandon or modify the distribution. Veralto is required to cooperate with Danaher to effect the distribution.

Conditions to the Distribution

The separation agreement will provide that the distribution is subject to several conditions that must be satisfied or waived by Danaher in its sole discretion. For further information regarding these conditions, please see “The Separation and Distribution—Conditions to the Distribution.”

Subsequent Distribution or Dispositions

Danaher has sole discretion in effecting any subsequent distribution of Veralto shares through a spin-off or split-off or effecting any further dispositions of Veralto shares after the distribution through one or more public offerings or private sales. Veralto is required to cooperate with Danaher to effect any subsequent distribution or dispositions.

No Restriction on Competition

None of the provisions of the separation agreement includes any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by either party.

No Hire and No Solicitation

Subject to customary exceptions, neither Danaher nor Veralto will, without the consent of the other party, hire or retain an employee of the other party or its subsidiaries for six months following the distribution, and neither Danaher nor Veralto will, without the consent of the other party, recruit or solicit an employee of the other party or its subsidiaries for 18 months following the distribution.

Corporate Opportunities

Following the separation and for so long as Danaher has any directors, officers or employees who serve on the Board, the Board will renounce any interest or expectancy of Veralto in any corporate opportunities that are presented to Danaher or any of its directors, officers or employees in accordance with Section 122(17) of the DGCL.

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Dispute Resolution

If a dispute arises between Veralto and Danaher under the separation agreement, the general counsels of the parties and such other representatives as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner then, unless otherwise agreed by the parties and except as otherwise set forth in the separation agreement, the dispute will be resolved through binding confidential arbitration.

Term/Termination

Prior to the distribution, Danaher has the unilateral right to terminate or modify the terms of the separation agreement and related agreements. After the effective time of the distribution, the term of the separation agreement is indefinite and it may only be terminated with the prior written consent of both Danaher and Veralto.

Separation Costs

All costs with respect to the separation incurred prior to the separation will be borne and paid by Danaher, except as provided in any of the ancillary agreements and except that certain costs related to certain services listed on a schedule to the separation agreement are not deemed separation costs and will be borne and paid by Veralto.

All costs with respect to the separation incurred after the separation will be borne and paid by Veralto except to the extent such fees and expenses were incurred in connection with services expressly requested by Danaher in writing. In addition, Veralto will bear responsibility for all other services provided to or for the benefit of Veralto, whether provided before or after the separation.

Any costs or expenses incurred in obtaining consents or novation from a third party will be borne by the entity to which such contract is being assigned.

Treatment of Intercompany Loans and Advances

Upon completion of the separation, all loans and advances between Danaher or any subsidiary of Danaher (other than Veralto and its subsidiaries), on the one hand, and Veralto or any of its subsidiaries, on the other hand, will be terminated.

Other Matters Governed by the Separation Agreement

Other matters governed by the separation agreement include cooperation with each other’s information requests to enable the other party to meet its timetable for financial reporting for the period in which the distribution occurs, confidentiality and privilege matters, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Transition Services Agreement

Danaher and Veralto will enter into a transition services agreement that will be effective upon the distribution, pursuant to which Danaher and its subsidiaries and Veralto and its subsidiaries will provide to each other various services. The services to be provided include information technology, facilities, certain accounting and other financial functions, and administrative services. The charges for the transition services generally are expected to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the services, generally without profit.

The transition services agreement will terminate on the expiration of the term of the last service provided under it, unless earlier terminated by either party under certain circumstances, including, but not limited to, in the event of an uncured material breach by the other party or its applicable affiliates. If no term period is provided for a specified service, then such service is to terminate on the second anniversary of the distribution date of the transition services agreement. The recipient for a particular service generally can terminate that service prior to the scheduled expiration date, subject to a minimum notice period equal to 30 days.

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Veralto does not expect the net costs associated with the transition services agreement to be materially different than the historical costs that have been allocated to Veralto related to these same services.

Tax Matters Agreement

Allocation of Taxes. In connection with the separation and distribution, Veralto and Danaher will enter into a tax matters agreement that will govern the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. In general, under the agreement, Veralto will be responsible for any U.S. federal, state, local or foreign taxes (and any related interest, penalties or audit adjustments) imposed with respect to tax returns that include only Veralto and/or any of its subsidiaries for any periods or portions thereof ending on or prior to the consummation of the separation and distribution. Danaher will generally retain responsibility for any U.S. federal, state, local or foreign taxes (and any related interest, penalties or audit adjustments) imposed with respect to tax returns that include Danaher or any of its subsidiaries and Veralto and/or any of its subsidiaries for periods or portions thereof prior to the consummation of the separation and distribution.

Neither party’s obligations under the agreement will be limited in amount or subject to any cap. The agreement will also assign responsibilities for administrative matters, such as the filing of returns, payment of taxes due, retention of records and conduct of audits, examinations or similar proceedings. In addition, the agreement will provide for cooperation and information sharing with respect to tax matters.

Danaher will generally be responsible for preparing and filing any tax return that includes Danaher or any of its subsidiaries (as determined immediately after the distribution), including those that also include Veralto and/or any of its subsidiaries. Veralto will generally be responsible for preparing and filing any tax returns that include only Veralto and/or any of its subsidiaries.

The party responsible for preparing and filing any tax return will generally have primary authority to control tax contests related to any such tax return. Veralto will generally have exclusive authority to control tax contests with respect to tax returns that include only Veralto and/or any of its subsidiaries.

Preservation of the Tax-Free Status of Certain Aspects of the Separation and the Distribution. Veralto and Danaher intend for the distribution, together with certain related transactions, to qualify as transaction that is tax-free to Danaher and Danaher’s stockholders under Sections 355 and 368(a)(1)(D) of the Code.

Danaher has received the Ruling from the IRS and expects to receive an opinion from Skadden, Arps, Slate, Meagher & Flom LLP regarding the tax-free status of the distribution, together with certain related transactions. In connection with the Ruling and the opinion, Veralto and Danaher have made and will make certain representations regarding the past and future conduct of their respective businesses and certain other matters.

Veralto will also agree to certain covenants that contain restrictions intended to preserve the tax-free status of the distribution and separation. Veralto may take certain actions prohibited by these covenants only if Veralto obtains and provides to Danaher an opinion from a U.S. tax counsel or accountant of recognized national standing, in either case reasonably satisfactory to Danaher, to the effect that such action would not jeopardize the tax-free status of these transactions, or if Veralto obtains prior written consent of Danaher, in its sole and absolute discretion, waiving such requirement. Veralto will be barred from taking any action, or failing to take any action, where such action or failure to act adversely affects or could reasonably be expected to adversely affect the tax-free status of these transactions, for all relevant time periods. In addition, during the time period ending two years after the date of the distribution these covenants will include specific restrictions on Veralto:

•discontinuing the active conduct of Veralto’s trade or business;

•issuing or selling stock or other securities (including securities convertible into Veralto stock but excluding certain compensatory arrangements);

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•amending Veralto’s certificate of incorporation (or other organization documents) or taking any other action, whether through a stockholder vote or otherwise, affecting the voting rights of Veralto common stock;

•selling assets outside the ordinary course of business; and

•entering into any other corporate transaction which would cause Veralto to undergo a 50% or greater change in its stock ownership.

Veralto will generally agree to indemnify Danaher and its affiliates against any and all tax-related liabilities incurred by them relating to the distribution and certain other aspects of the separation to the extent caused by an acquisition of Veralto stock or assets or by any other action undertaken by Veralto. This indemnification will apply even if Danaher has permitted Veralto to take an action that would otherwise have been prohibited under the tax-related covenants described above. Veralto’s potential indemnification obligation cannot be estimated with certainty because it depends in part on the fair market value of the Veralto common stock distributed in the distribution, but it could materially adversely affect Veralto’s financial position.

Employee Matters Agreement

Veralto and Danaher will enter into an employee matters agreement that will govern Veralto’s and Danaher’s compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally will allocate liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.

The employee matters agreement will provide for the treatment of outstanding Danaher equity awards held by Veralto’s employees upon completion of the distribution, as described in further detail in “Treatment of Outstanding Equity Awards at the Time of the Separation,” and certain other incentive arrangements.

The employee matters agreement will provide that, following the distribution, Veralto’s employees generally will no longer participate in benefit plans sponsored or maintained by Danaher and will commence participation in Veralto’s benefit plans, which are expected to be generally similar to the existing Danaher benefit plans, with the exception of Veralto employees participating in certain Danaher US and Canadian health and welfare plans, who will continue to participate in such plans through January 1, 2024.

The employee matters agreement also will set forth the general principles relating to employee matters, including with respect to the assignment and transfer of employees, the assumption and retention of liabilities and related assets, workers’ compensation, payroll taxes, regulatory filings, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information and the duplication or acceleration of benefits.

Intellectual Property Matters Agreement

Veralto and Danaher will enter into an intellectual property matters agreement pursuant to which Danaher will grant to Veralto a non-exclusive, fully paid-up, irrevocable, sublicensable (subject to the restriction below), worldwide and royalty-free license to use certain intellectual property rights retained by Danaher. Veralto will be able to sublicense its rights in connection with activities relating to Veralto’s and its affiliates business, but not for independent use by third parties.

Veralto will also grant back to Danaher a personal, generally irrevocable, non-exclusive, fully paid-up, sublicensable (subject to the restrictions below), worldwide and royalty-free license to continue to use the transferred intellectual property rights. Danaher will be able to sublicense its rights in connection with activities relating to Danaher’s and its affiliates retained business, but not for independent use by third parties. This license-back will permit Danaher to continue to use the transferred intellectual property rights in the conduct of its remaining businesses. Veralto believes that the license-back will have little impact on Veralto’s businesses because Danaher’s use of the transferred intellectual property rights is generally limited to products and services that are not part of Veralto’s businesses.

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Under the intellectual property matters agreement, the term period with respect to licensed or sublicensed know-how is perpetual and with respect to each licensed or sublicensed patent it will expire upon expiration of the last valid claim of such patent.

The intellectual property matters agreement is intended to provide freedom to operate in the event that any of Danaher’s retained trade secrets (excluding DBS) or patented technology is used in any of Veralto’s businesses, and, as such, applies to all portions of Veralto’s businesses. However, Veralto believes that there may be relatively little use of such retained trade secrets or patented technology in its businesses, and as a result, Veralto does not believe that the intellectual property matters agreement has a material impact on any of its businesses.

DBS License Agreement

Veralto and Danaher will enter into a DBS license agreement pursuant to which Danaher will grant a non-exclusive, worldwide, non-transferable, perpetual license to Veralto to use, modify, enhance and improve DBS solely in support of its businesses. Veralto will be able to sublicense such license solely to direct and indirect, wholly-owned subsidiaries (but only as long as such entities remain direct and indirect, wholly-owned subsidiaries) and to third parties to the extent reasonably necessary to support the businesses of Veralto and its subsidiaries and subject to appropriate confidentiality and non-use obligations. In addition, each of Danaher and Veralto will license to each other improvements made by such party to DBS during the first two years of the term of the DBS license agreement. The term period for the DBS license agreement is perpetual, unless terminated earlier by either party.

Other Commercial Agreements

In connection with and prior to the separation and distribution, certain of Danaher’s Beckman Coulter Life Sciences subsidiaries (“Beckman Life Sciences”) expect to enter into agreements with certain of Veralto’s Hach subsidiaries (“Hach”) to govern intellectual property rights and manufacturing and distribution rights and obligations relating to the businesses’ particle counting analysis product line (the “Particle Counting Product Line”). The agreements will provide for an allocation of intellectual property rights between the parties relating to the Particle Counting Product Line; will provide that Hach will manufacture for Beckman Life Sciences certain products relating to the Particle Counting Product Line, upon the terms set forth in the agreements; and will provide for an allocation of distribution rights between the parties relating to the Particle Counting Product Line. The aggregate annual payments under the agreements are not expected to exceed one percent of the annual revenues of either Danaher or Veralto.

Procedures for Approval of Related Person Transactions

The Board is expected to adopt a written policy on related person transactions. This policy will not apply to the transactions described above. Each of the agreements between Veralto and Danaher and its subsidiaries that have been entered into prior to the completion of the distribution, and any transactions contemplated thereby, will be deemed to be approved and not subject to the terms of such policy. Under this written related person transactions policy, the Nominating and Governance Committee of the Board is expected to be required to review and if appropriate approve all related person transactions prior to consummation. The Nominating and Governance Committee is expected to be required to review and consider all relevant information available to it about each related person transaction, and a transaction is expected to be considered approved or ratified under the policy if the Nominating and Governance Committee authorizes it according to the terms of the policy after full disclosure of the related person’s interests in the transaction. Related person transactions of an ongoing nature are expected to be reviewed annually by the Nominating and Governance Committee. The definition of “related person transactions” for purposes of the policy is expected to cover the transactions that are required to be disclosed under Item 404(a) of Regulation S-K under the Exchange Act.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Before the distribution, all of the outstanding shares of Veralto common stock will be owned beneficially and of record by Danaher. After the distribution, Danaher will own none of the issued and outstanding shares of Veralto common stock. The following table sets forth information with respect to the expected beneficial ownership of our common stock by: (1) each person expected to beneficially own more than 5% of our issued and outstanding common stock, (2) each expected director and named executive officer, and (3) all of our expected directors and executive officers as a group. We based the share amounts on each person’s beneficial ownership of Danaher common stock as of March 1, 2023, assuming a distribution ratio of one share of our common stock for every three shares of common stock of Danaher. Solely for the purposes of this table, we assumed that 243,023,452 of our shares of common stock were issued and outstanding as of March 1, 2023 based on Danaher common stock outstanding as of such date and the distribution ratio. The actual number of shares of our common stock to be outstanding following the distribution will be determined on the record date for the distribution. Except as indicated, the address of each director and executive officer shown in the table below is c/o Veralto Corporation, 225 Wyman St., Suite 250, Waltham, Massachusetts 02451.

	Common stock beneficially owned before the distribution		Common stock beneficially owned after the distribution
Name and address of Beneficial Owner	Number	%	Number	%
5% Beneficial Owners
Danaher Corporation (1)	243,023,452	100%	—	—%
The Vanguard Group	—	—	18,142,851 (2)	7.5
BlackRock, Inc.	—	—	17,210,013 (3)	7.1
Steven M. Rales	—	—	14,562,694 (4)	6.0
Directors and Executive Officers
Melissa Aquino	—	—	548 (5)	*
Mattias Byström	—	—	3,810 (6)	*
Francoise Colpron	—	—	—	—
Daniel L. Comas	—	—	94,344 (7)	*
Linda Filler	—	—	18,115 (8)	*
Jennifer L. Honeycutt	—	—	23,252 (9)	*
Shyam P. Kambeyanda	—	—	—	—
William H. King	—	—	51,789 (10)	*
Walter G. Lohr, Jr.	—	—	150,909 (11)	*
Heath A. Mitts	—	—	—	—
Sameer Ralhan	—	—	—	—
John T. Schwieters	—	—	19,276 (12)	*
Surekha Trivedi	—	—	6,962 (13)	*
Cindy L. Wallis-Lage	—	—	—	—
Thomas L. Williams	—	—	—	—
All Directors and Executive Officers as a Group (17 persons)	—	—	373,252 (14)	*

__________________

(1)The address of Danaher Corporation is 2200 Pennsylvania Avenue, NW, Suite 800W, Washington, DC 20037.

(2)Derived from a Schedule 13G filed January 31, 2023 by The Vanguard Group, which sets forth its beneficial ownership of shares of Danaher common stock as of December 31, 2022. According to the Schedule 13G, The Vanguard Group has shared voting power over 926,936 shares of Danaher common stock, sole dispositive power over 51,726,049 shares of Danaher common stock and shared dispositive power over 2,702,504 shares of Danaher common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(3)Derived from a Schedule 13G filed January 31, 2023 by BlackRock, Inc., which sets forth their beneficial ownership of shares of Danaher common stock as of December 31, 2022. According to the Schedule 13G, BlackRock has sole voting power over 46,173,024 shares of

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Danaher common stock and sole dispositive power over 51,630,040 shares of Danaher common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(4)Includes in the assumption 31,000,000 shares of Danaher common stock owned by limited liability companies of which a revocable trust controlled by Mr. Rales is the sole member, 19,668 shares of Danaher common stock attributable to Mr. Rales’ 401(k) Plan account, 125,390 shares of Danaher common stock underlying Mandatory Convertible Preferred Shares of Danaher owned indirectly (based on the minimum conversion rate thereof), 6,628,284 shares of Danaher common stock attributable to a charitable foundation of which Mr. Rales is the director (consisting of 6,502,894 shares of Danaher common stock and an additional 125,390 shares of Danaher common stock underlying Mandatory Convertible Preferred Shares of Danaher (based on the minimum conversion rate thereof)), and 5,914,740 other shares of Danaher common stock owned indirectly. Mr. Rales disclaims beneficial ownership of those shares held by the charitable foundation. The shares of Danaher common stock held by the limited liability companies and 3,000,000 of the shares of Danaher common stock held by the charitable foundation are pledged to secure lines of credit with certain banks and as of March 1, 2023, each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Steven Rales, and of each of the limited liability companies, is 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.

(5)Includes in the assumption 922 shares of Danaher common stock attributable to her account in the Company’s deferred compensation program and 721 shares of Danaher common stock attributable to her 401(k) account at Danaher.

(6)Includes in the assumption options to acquire 11,429 shares of Danaher common stock.

(7)Includes in the assumption options to acquire 167,080 shares of Danaher common stock, 49,483 shares of Danaher common stock attributable to his account in the Company’s deferred compensation program and 3 shares of Danaher common stock attributable to his 401(k) account at Danaher.

(8)Includes in the assumption options to acquire 21,487 shares of Danaher common stock and 7,801 phantom shares of Danaher common stock attributable to her account under the Danaher Non-Employee Directors’ Deferred Compensation Plan.

(9)Includes in the assumption options to acquire 51,583 shares of Danaher common stock, 14,849 shares of Danaher common stock attributable to her account in the Company’s deferred compensation program and 2,005 shares of Danaher common stock attributable to her 401(k) account at Danaher.

(10)Includes in the assumption options to acquire 116,304 shares of Danaher common stock, 20,519 shares of Danaher common stock attributable to his account in the Company’s deferred compensation program and 12 shares of Danaher common stock attributable to his 401(k) account at Danaher.

(11)Includes in the assumption options to acquire 24,977 shares of Danaher common stock, 36,750 shares of Danaher common stock held by a charitable foundation of which Mr. Lohr is president and 391,000 other shares of Danaher common stock held indirectly. Mr. Lohr disclaims beneficial ownership of the shares held by the charitable foundation.

(12)Includes in the assumption options to acquire 24,977 shares of Danaher common stock and 30,851 other shares of Danaher common stock held indirectly.

(13)Includes in the assumption options to acquire 20,490 shares of Danaher common stock and 397 shares of Danaher common stock attributable to her account in the Company’s deferred compensation program.

(14)Includes in the assumption options to acquire 451,069 shares of Danaher common stock, 86,172 shares of Danaher common stock attributable to directors’ and executive officers' deferred compensation accounts, and 2,741 shares of Danaher common stock attributable to 401(k) accounts.

*Represents less than 1%.

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THE SEPARATION AND DISTRIBUTION

Background

On September 14, 2022, Danaher announced its intention to separate its Environmental & Applied Solutions businesses from the remainder of its businesses.

It is expected that the Danaher board of directors will approve the distribution of all of the issued and outstanding shares of the common stock on the basis of one share of common stock for every three shares of Danaher common stock held as of the close of business on the record date of September 13, 2023.

At 12:01 a.m., Eastern time, on September 30, 2023, the distribution date, each Danaher stockholder will receive one share of Veralto common stock for every three shares of Danaher common stock held at the close of business on the record date for the distribution, as described below. Because September 30, 2023 is a Saturday and not a business day, the shares are expected to be credited to “street name” stockholders through DTC on the first trading day thereafter, Monday, October 2, 2023.Danaher stockholders will receive cash in lieu of any fractional shares of Veralto common stock that they would have received after application of this ratio. You will not be required to make any payment, surrender or exchange your Danaher common stock or take any other action to receive your shares of Veralto’s common stock in the distribution. The distribution of Veralto’s common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see “—Conditions to the Distribution.”

Reasons for the Separation

The Danaher board of directors believes that separating Danaher’s Environmental & Applied Solutions businesses from the remainder of Danaher’s businesses is in the best interests of Danaher and its stockholders. The Danaher board of directors considered the following potential benefits of the separation:

•Enhanced strategic and management focus. The separation will allow each of Danaher and Veralto to more effectively pursue its distinct operating priorities and strategies and enable its respective management to focus exclusively on its unique opportunities for long-term growth and profitability;

•More efficient allocation of capital. The separation will permit Veralto to concentrate its financial resources solely on its own operations without having to compete with other Danaher businesses for investment capital. This will provide greater flexibility to invest capital in Veralto’s businesses in a time and manner appropriate for its distinct strategy and business needs;

•Distinct investment identity. The separation will allow investors to separately value each of Danaher and Veralto based on its distinct investment identity. Veralto’s businesses differ from Danaher’s other businesses in several respects, such as the market for products and services, manufacturing processes and R&D capabilities. The separation will enable investors to evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their distinct characteristics;

•Direct access to capital markets. The separation will create a separate equity structure that will afford Veralto direct access to the capital markets and facilitate Veralto’s ability to capitalize on its unique growth opportunities and effect future acquisitions utilizing its common stock; and

•Alignment of incentives with performance objectives. The separation, and Veralto’s status as a separate, publicly traded company, will further enhance Veralto’s ability to attract talent. The separation will permit the Company to offer stock-based incentive compensation to its employees and executives that is more closely aligned with the performance of Veralto’s businesses.

Neither Veralto nor Danaher can assure you that, following the separation, any of the benefits described above or otherwise will be realized to the extent anticipated or at all.

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The Danaher board of directors also considered the following potentially negative factors in evaluating the separation:

•Loss of joint purchasing power and increased costs. As a current part of Danaher, the Environmental & Applied Solutions businesses benefit from Danaher’s size and purchasing power in procuring certain goods, services and technologies. After the separation, as a separate entity, Veralto may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Danaher obtained prior to the separation. Veralto may also incur costs for certain functions previously performed by Danaher, such as accounting, tax, legal, human resources and other general administrative functions, that are higher than the amounts reflected in Veralto’s historical financial statements, which could cause Veralto’s profitability to decrease.

•Disruptions to the business as a result of the separation. The actions required to separate Veralto’s and Danaher’s respective businesses could disrupt Veralto’s and Danaher’s operations after the separation.

•Increased significance of certain costs and liabilities. Certain costs and liabilities that were otherwise less significant to Danaher as a whole will be more significant for Veralto and Danaher, after the separation, as stand-alone companies.

•One-time costs of the separation. Veralto (and, prior to the separation, Danaher) will incur costs in connection with the transition to being a stand-alone public company that may include accounting, tax (including transaction taxes, which will be borne solely by Danaher), legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning Veralto personnel, costs related to establishing a new brand identity in the marketplace and costs to separate information systems.

•Inability to realize anticipated benefits of the separation. Veralto may not achieve the anticipated benefits of the separation for a variety of reasons, including, among others: (i) the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Veralto’s businesses; (ii) following the separation, Veralto may be more susceptible to market fluctuations and other adverse events than if it were still a part of Danaher; and (iii) following the separation, Veralto’s businesses will be less diversified than Danaher’s businesses prior to the separation.

•Limitations placed upon Veralto as a result of the tax matters agreement. To preserve the tax-free treatment for U.S. federal income tax purposes to Danaher of the distribution and certain related transactions, under the tax matters agreement that Veralto will enter into with Danaher, Veralto will be restricted from taking any action that adversely affects the distribution, together with certain related transactions, from being tax-free for U.S. federal income tax purposes. These restrictions may limit Veralto’s ability to pursue certain strategic transactions or engage in other transactions that might increase the value of its businesses.

While all of the bullets above are considered to be potentially negative factors to Veralto, only the second, third and fourth bullets above are considered to be potentially negative factors to Danaher.

The Danaher board of directors also considered the indebtedness that Veralto would incur in connection with the separation and concluded that although a portion of Veralto’s free cash flow would need to be used to service such indebtedness following the separation, such indebtedness incurred by Veralto would generate proceeds to enable Danaher to reduce its own indebtedness and is not expected to impair Veralto’s ability to implement its strategy and realize the benefits of the separation, As such, the Danaher board did not consider the indebtedness being incurred by Veralto as either a positive or negative factor in approving the separation.

The Danaher board of directors concluded that the potential benefits of the separation to Danaher and its stockholders outweighed the negative factors.

Formation of a New Company Prior to Veralto’s Distribution

Veralto Corporation was incorporated in Delaware on October 26, 2022, for the purpose of holding Danaher’s Environmental & Applied Solutions businesses. As part of the plan to separate these businesses from the remainder

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of Danaher’s businesses, Danaher plans to transfer the equity interests of certain entities that operate the Environmental & Applied Solutions businesses and the assets and liabilities of the Environmental & Applied Solutions businesses to Veralto, as set forth in the separation agreement.

When and How You Will Receive the Distribution

With the assistance of Computershare, Danaher expects to distribute Veralto common stock at 12:01 a.m., Eastern time, on September 30, 2023, the distribution date, to all holders of outstanding shares of Danaher common stock as of the close of business on September 13, 2023, the record date for the distribution. Computershare, which currently serves as the transfer agent and registrar for shares of Danaher common stock, will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for Veralto common stock.

If you own shares of Danaher common stock as of the close of business on the record date for the distribution, Veralto’s common stock that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, Computershare will then mail you a direct registration account statement that reflects your shares of Veralto common stock. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. If you sell shares of Danaher common stock in the “regular-way” market up to and including the distribution date, you will be selling your right to receive shares of Veralto common stock in the distribution.

Commencing on or shortly after the distribution date, if you hold physical share certificates that represent your shares of Danaher common stock and you are the registered holder of the shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number of shares of Veralto’s common stock that have been registered in book-entry form in your name.

Most Danaher stockholders hold their common shares through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold your shares of Danaher common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the Veralto common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

Transferability of Shares You Receive

Shares of Veralto common stock distributed to holders in connection with the distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be Veralto’s affiliates. Persons who may be deemed to be Veralto’s affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with Veralto, which may include certain Veralto executive officers, directors or principal stockholders. Securities held by Veralto’s affiliates will be subject to resale restrictions under the Securities Act. Veralto’s affiliates will be permitted to sell shares of Veralto common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

Number of Shares of Veralto Common Stock You Will Receive

For every three shares of Danaher common stock that you own at the close of business on September 13, 2023, the record date for the distribution, you will receive one share of Veralto common stock on the distribution date.

Danaher will not distribute any fractional shares of Veralto common stock to its stockholders. Instead, if you are a registered holder, Computershare will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. The transfer

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agent, in its sole discretion, without any influence by Danaher or Veralto, will determine when, how, through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the transfer agent will not be an affiliate of either Danaher or Veralto. Neither Veralto nor Danaher will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

Veralto estimates that it will take approximately two weeks from the distribution date for the distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold physical certificates for shares of Danaher common stock and are the registered holder, you will receive a check from the distribution agent in an amount equal to your pro rata share of the aggregate net cash proceeds of the sales. If you hold your shares of Danaher common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Results of the Distribution

After its separation from Danaher, Veralto will be a separate, publicly traded company. The actual number of shares to be distributed will be determined at the close of business on September 13, 2023, the record date for the distribution. The distribution will not affect the number of outstanding shares of Danaher common stock or any rights of Danaher stockholders. Danaher will not distribute any fractional shares of Veralto common stock.

Veralto will enter into a separation agreement and other related agreements with Danaher to effect the separation and provide a framework for Veralto’s relationship with Danaher after the separation. These agreements provide for the allocation between Danaher and Veralto of Danaher’s assets, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Veralto’s separation from Danaher and will govern certain relationships between Danaher and Veralto after the separation. For a more detailed description of these agreements, see “Certain Relationships and Related Person Transactions.”

Market for Veralto Common Stock

There is currently no public trading market for Veralto common stock. Veralto intends to apply to list its common stock on the NYSE under the symbol “VLTO.” Veralto has not and will not set the initial price of its common stock. The initial price will be established by the public markets.

Veralto cannot predict the price at which its common stock will trade after the distribution. In fact, the combined trading prices of one share of Danaher common stock and one-third of a share of Veralto common stock after the distribution (representing the number of shares of Veralto common stock to be received per one share of Danaher common stock in the distribution) may not equal the “regular-way” trading price of a share of Danaher common stock immediately prior to the distribution. The price at which Veralto common stock trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for Veralto common stock will be determined in the public markets and may be influenced by many factors. Please see “Risk Factors—Risks Related to Veralto’s Common Stock.”

Trading Between the Record Date and Distribution Date

Beginning on the third trading day prior to the distribution date and continuing up to the distribution date, Danaher expects that there will be two markets in shares of Danaher common stock: a “regular-way” market and an “ex-distribution” market. Shares of Danaher common stock that trade on the “regular-way” market will trade with an entitlement to Veralto common stock distributed pursuant to the distribution. Shares of Veralto common stock that trade on the “ex-distribution” market will trade without an entitlement to Veralto common stock distributed pursuant to the distribution. Therefore, if you sell shares of Danaher common stock in the “regular-way” market up to and including through the distribution date, you will be selling your right to receive Veralto common stock in the distribution. If you own shares of Danaher common stock at the close of business on the record date and sell those shares on the “ex-distribution” market up to and including through the distribution date, you will receive the shares

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of Veralto common stock that you are entitled to receive pursuant to your ownership as of the record date of the shares of Danaher common stock.

Furthermore, beginning on the third trading day prior to the distribution date and continuing up to the distribution date, Veralto expects that there will be a “when-issued” market in its common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for Veralto common stock that will be distributed to holders of shares of Danaher common stock on the distribution date. If you owned shares of Danaher common stock at the close of business on the record date for the distribution, you would be entitled to Veralto common stock distributed pursuant to the distribution. You may trade this entitlement to shares of Veralto common stock, without the shares of Danaher common stock you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to Veralto common stock will end, and “regular-way” trading will begin.

“Ex-distribution” and “when-issued” trades are generally settled shortly after the distribution date, but if Danaher determines not to proceed with the distribution following the initiation of the “ex-distribution” and “when-issued” trading markets, trades in the “ex-distribution” and “when-issued” trading markets will be cancelled and, therefore, will not be settled.

Conditions to the Distribution

The distribution will be effective at 12:01 a.m., Eastern time, on September 30, 2023, the distribution date; provided that the following conditions will have been satisfied (or, to the extent permitted by applicable law, waived by Danaher in its sole discretion):

•the transfer of assets and liabilities to Veralto in accordance with the separation and distribution agreement by and between Danaher and Veralto (the “separation agreement”) will have been completed, other than assets and liabilities intended to transfer after the distribution;

•Danaher will have received both (i) the Ruling from the IRS with respect to certain aspects of the anticipated non-taxable nature of the transactions and (ii) an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Danaher, regarding the qualification of the distribution and certain related transactions as a reorganization within the meaning of Sections 355(a) and 368(a)(1)(D) of the Code;

•the making of the Cash Distribution of approximately $2.7 billion from Veralto to Danaher as partial consideration for the contribution of assets to Danaher by Veralto in connection with the separation;

•the SEC will have declared effective the registration statement on Form 10 of which this information statement forms a part, no stop order relating to the registration statement will be in effect, no proceedings seeking such stop order will be pending before or threatened by the SEC, and this information statement will have been distributed to Danaher stockholders;

•all registrations, consents and filings required under applicable U.S. federal, U.S. state or other securities laws will have been received or made;

•no order, injunction or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions will be in effect;

•the Danaher board of directors will have declared the distribution and approved all related transactions (and such declaration or approval will not have been withdrawn);

•the agreements relating to the separation will have been duly executed and delivered by the parties to those agreements;

•the shares of Veralto common stock to be distributed will have been accepted for listing on the NYSE, subject to official notice of distribution;

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•the financing described under “Description of Certain Indebtedness” will have been completed; and

•no other event or development will have occurred or exist that, in the judgment of Danaher’s board of directors, in its sole discretion, makes it inadvisable to effect the separation, the distribution or the other related transactions.

Danaher and Veralto cannot assure you that any or all of these conditions will be met, or that the distribution will be consummated even if all of these conditions are met. The satisfaction of these conditions does not create any obligations on Danaher’s part to effect the distribution, and Danaher’s board of directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the distribution, including by accelerating or delaying the timing of the consummation of all or part of the distribution, at any time prior to the distribution date. To the extent that the Danaher board of directors determines that any modifications by Danaher materially change the material terms of the distribution, Danaher has informed us that it would issue a press release publicly announcing such modifications.

In addition, each of these conditions may be waived by Danaher (to the extent permitted by applicable law). The fourth, fifth, sixth and seventh conditions listed above may not be waived pursuant to applicable law. If the distribution is completed and the Danaher board of directors waived any such condition, such waiver could have a material adverse effect on Veralto’s business and financial statements, the trading price of Veralto’s common stock, or the ability of Veralto stockholders to sell their shares after the distribution, including, without limitation, as a result of illiquid trading due to the failure of Veralto common stock to be accepted for listing. If Danaher elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, Danaher has informed us that it would issue a press release publicly announcing such determination.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the U.S. federal income tax considerations generally applicable to Danaher stockholders in connection with the distribution. This summary is based on the Code, the Treasury Regulations promulgated thereunder and judicial and administrative interpretations of those authorities, in each case as in effect as of the date of this information statement, and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below. This summary assumes that the separation and the distribution will be consummated in accordance with the separation agreement and as described in this information statement.

This summary is limited to Danaher stockholders that are U.S. Holders that hold their shares of Danaher common stock as a capital asset within the meaning of the Code (generally, property held for investment). A “U.S. Holder” is a beneficial owner of shares of Danaher common stock that is, for U.S. federal income tax purposes:

•an individual who is a citizen or a resident of the United States;

•a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•a trust if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) it has a valid election in place under applicable Treasury Regulations to be treated as a U.S. person.

This summary does not discuss all tax considerations that may be relevant to U.S. Holders in light of their particular circumstances, nor does it address the consequences to U.S. Holders subject to special treatment under the U.S. federal income tax laws, such as:

•dealers or traders in securities;

•tax-exempt entities;

•banks, financial institutions or insurance companies;

•real estate investment trusts, regulated investment companies or grantor trusts;

•persons who acquired shares of Danaher common stock pursuant to the exercise of employee stock options or otherwise as compensation;

•persons owning shares of Danaher common stock as part of a position in a straddle or as part of a hedging, conversion, constructive sale or other risk reduction transaction for U.S. federal income tax purposes;

•certain former citizens or long-term residents of the United States;

•persons who are subject to the alternative minimum tax;

•a partnership or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes;

•persons who own shares of Danaher common stock through a partnership or any other entity treated as a partnership for U.S. federal income tax purposes; or

•persons who hold shares of Danaher common stock through a tax-qualified retirement plan.

This summary does not address any U.S. state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

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If a partnership, or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of Danaher common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to the tax consequences of the distribution to it.

EACH DANAHER STOCKHOLDER SHOULD CONSULT ITS TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE DISTRIBUTION TO IT, INCLUDING THE EFFECT OF ANY U.S. FEDERAL, STATE OR LOCAL OR FOREIGN TAX LAWS AND OF CHANGES IN APPLICABLE TAX LAWS.

The distribution, along with certain related transactions, is conditioned upon the receipt by Danaher of (i) the Ruling from the IRS substantially to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code and (ii) an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Danaher, to the effect that, among other things, the distribution, together with certain related transactions, will qualify as a reorganization within the meaning of Sections 355 and 368(a)(1)(D) of the Code.

Danaher has received the Ruling from the IRS. The Ruling does not address all of the requirements for the tax-free treatment of the distribution. Although a private letter ruling such as the Ruling is generally binding on the IRS, the Ruling relies on certain facts, assumptions, representations and undertakings from Danaher and Veralto regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions representations or undertakings are incorrect or not otherwise satisfied, Danaher and its stockholders may not be able to rely on the Ruling and could be subject to significant tax liabilities.

Additionally, the opinion of Skadden, Arps, Slate, Meagher & Flom LLP will be based on, among other things, certain assumptions as well as on the accuracy, correctness and completeness of certain representations and statements made by Danaher and Veralto to Skadden, Arps, Slate, Meagher & Flom LLP. In rendering the opinion, Skadden, Arps, Slate, Meagher & Flom LLP will also rely on certain covenants that Danaher and Veralto enter into, including the adherence by Danaher and Veralto to certain restrictions on future actions. If any of the assumptions, representations or statements made by Danaher or Veralto are, or become, inaccurate, incorrect or incomplete, or if Danaher or Veralto breach any of their covenants, such transactions might not qualify as a reorganization for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The opinion is not binding on the IRS or a court, and there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to those described below.

Assuming that the distribution qualifies under Sections 355 and 368(a)(1)(D) of the Code, for U.S. federal income tax purposes:

•subject to the discussion below regarding Section 355(e) of the Code, Danaher will not recognize gain or loss on the distribution;

•a Danaher stockholder will not recognize any gain or loss, and no amount will be includable in income, for U.S. federal income tax purposes as a result of the receipt of Veralto common stock pursuant to the distribution, except with respect to any cash received in lieu of fractional shares of Veralto common stock (as described below);

•a Danaher stockholder’s aggregate tax basis in such stockholder’s shares of Danaher common stock following the distribution and in Veralto common stock received in the distribution (including any fractional share interest in Veralto common stock for which cash is received) will equal such stockholder’s tax basis in its shares of Danaher common stock immediately before the distribution, allocated between the shares of Danaher common stock and Veralto common stock (including any fractional share interest in Veralto common stock for which cash is received) in proportion to their relative fair market values on the distribution date;

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•a Danaher stockholder’s holding period for Veralto common stock received in the distribution (including any fractional share interest in Veralto common stock for which cash is received) will include the holding period for that stockholder’s shares of Danaher common stock; and

•a Danaher stockholder who receives cash in lieu of a fractional share of Veralto common stock in the distribution will be treated as having sold such fractional share for cash, and will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the Danaher stockholder’s adjusted tax basis in the fractional share. That gain or loss will be long-term capital gain or loss if the stockholder’s holding period for its shares of Danaher common stock exceeds one year at the time of the distribution. The deductibility of capital losses is subject to limitations.

Danaher stockholders that have acquired different blocks of shares of Danaher common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, shares of Veralto common stock distributed with respect to such blocks of shares of Danaher common stock.

U.S. Treasury regulations require certain Danaher stockholders who receive Veralto common stock in the distribution to attach to the stockholder’s U.S. federal income tax return for the year in which the stock is received a detailed statement setting forth certain information relating to the tax-free nature of the distribution.

If the distribution, together with certain related transactions, does not qualify for tax-free treatment for U.S. federal income tax purposes, Danaher stockholders and Danaher would be subject to significant U.S. federal income tax liability. In general, Danaher would recognize gain in an amount equal to the excess, if any, of the fair market value of Veralto’s common stock distributed to Danaher stockholders on the distribution date over Danaher’s tax basis in such shares. In addition, each Danaher stockholder that receives shares of Veralto’s common stock in the distribution could be treated as receiving a taxable distribution from Danaher in an amount equal to the fair market value of Veralto’s common stock that was distributed to the stockholder, which generally would be taxed as a dividend to the extent of the stockholder’s pro rata share of Danaher’s current and accumulated earnings and profits, including Danaher’s taxable gain, if any, on the distribution, then treated as a non-taxable return of capital to the extent of the stockholder’s basis in the Danaher stock and thereafter treated as capital gain from the sale or exchange of Danaher stock. Also, if the distribution, together with certain related transactions, do not qualify for tax-free treatment for U.S. federal income tax purposes, Veralto might be required to indemnify Danaher under the circumstances set forth in the tax matters agreement. Veralto’s potential indemnification obligation cannot be estimated with certainty because it depends in part on the fair market value of the Veralto common stock distributed in the distribution, but it could materially adversely affect Veralto’s financial position.

Even if the distribution otherwise qualifies as tax-free for U.S. federal income tax purposes under Section 355 of the Code, it could be taxable to Danaher (but not Danaher’s stockholders) under Section 355(e) of the Code if the distribution were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, stock representing a 50 percent or greater interest by vote or value, in Danaher or Veralto. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual and subject to an analysis of the facts and circumstances of a particular case. If an acquisition or issuance of Danaher common stock or Veralto common stock triggers the application Section 355(e) of the Code, Danaher would recognize gain as described above. Depending on the circumstances, Veralto may be required to indemnify Danaher for any resulting taxes and related expenses, which amounts could be material. Please see “Certain Relationships and Related Person Transactions—Tax Matters Agreement” for a more detailed discussion of the Tax Matters Agreement between Danaher and Veralto.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Prior to the separation and distribution, Veralto expects that it will issue senior unsecured notes in multiple tranches with terms and maturities to be determined, which is expected to yield proceeds of approximately $2.6 billion, which will be paid to Danaher as partial consideration for the contribution of assets to Veralto by Danaher in connection with the separation. Veralto anticipates that the notes will be guaranteed initially by Danaher, and that the guarantee will terminate as of the distribution date. The notes are expected to have terms customary for senior unsecured notes of this type, including customary events of default.

In addition, prior to the separation and distribution Veralto will enter into a credit agreement with a syndicate of banks providing for a five-year $1.5 billion senior revolving credit facility, subject to a one-year extension option and an expansion option of up to $500 million, each at the request of Veralto and with the consent of the applicable lenders.

Borrowings under the revolving credit facility would bear interest at (i) in the case of borrowings denominated in U.S. dollars, (1) term SOFR (with a floor of 0.0%) plus a margin of between 79.5 and 130.0 basis points or (2) an adjusted base rate (with a floor of 1.0%) plus a margin of between 0.0 to 30.0 basis points and (ii) in the case of borrowings denominated in euros, EURIBOR (with a floor of 0.0%) plus a margin of between 79.5 and 130.0 basis points (in each case depending on Veralto’s long-term debt credit rating). In addition, Veralto expects to be required to pay a per annum facility fee of between 8.0 and 20.0 basis points (depending on Veralto’s long-term debt credit rating) based on the aggregate revolving credit commitments under the revolving credit facility, regardless of usage.

The revolving credit facility will contain customary events of default and affirmative and negative covenants, including covenants that, among other things, restrict the ability of Veralto and its subsidiaries to: incur liens, incur indebtedness, make restricted payments, sell or otherwise dispose of Veralto’s or any subsidiary’s assets, enter into certain mergers or consolidations, and use proceeds of borrowings for other than permitted purposes. These covenants will be subject to a number of important exceptions and qualifications. The revolving credit facility will require Veralto to maintain a net leverage ratio of 3.75:1 or less, with an increase to 4.25:1 for the four fiscal quarters following the consummation of any acquisition by Veralto or any subsidiary in which the purchase price exceeds $100 million. Certain changes of control with respect to Veralto would constitute an event of default under the revolving credit facility; provided, that the separation and the distribution shall not constitute a change of control. Upon the occurrence and during the continuance of an event of default, the lenders may terminate any unfunded commitments and declare the outstanding advances and all other obligations under the revolving credit facility immediately due and payable.

Veralto also anticipates implementing a commercial paper program (supported by the revolving credit facility) prior to the separation and distribution. Veralto does not anticipate borrowing under the revolving credit facility or issuing commercial paper prior to the separation and distribution.

The foregoing summarizes currently expected terms of Veralto’s notes and revolving credit facility. However, the notes offering has not yet commenced and the agreements governing the revolving credit facility and commercial paper program have not yet been finalized.

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DESCRIPTION OF VERALTO’S CAPITAL STOCK

In connection with the separation and distribution, Veralto will amend and restate its certificate of incorporation and bylaws. The following is a description of the material terms of, and is qualified in its entirety by, Veralto’s amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the consummation of the separation and distribution, the forms of which will be filed as exhibits to the registration statement of which this information statement forms a part. Because this is only a summary, it may not contain all the information that is important to you.

General

Veralto’s authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.01 per share, and 15,000,000 shares of preferred stock, par value $0.01 per share, all of which shares of preferred stock are undesignated. The Board may establish the rights and preferences of the preferred stock from time to time. Immediately following the distribution and based on the 738,185,234 shares of Danaher common stock outstanding as of June 30, 2023, Veralto expects that approximately 246,061,744 shares of its common stock will be issued and outstanding and that no shares of preferred stock will be issued and outstanding.

As of the date of this information statement, there are no shares of common stock subject to options or warrants to purchase, or securities convertible into, common equity of Veralto, however, as described in “Treatment of Outstanding Equity Awards at the Time of the Separation,” Veralto intends to issue certain equity-based awards upon the separation.

Common Stock

Holders of Veralto common stock are entitled to the rights set forth below.

Voting Rights

Each holder of Veralto common stock will be entitled to one vote for each share on all matters to be voted upon by the common stockholders, and there will be no cumulative voting rights. At each meeting of the stockholders, a majority in voting power of Veralto’s shares issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, will constitute a quorum.

Except as otherwise provided in Veralto’s amended and restated certificate of incorporation or as required by law, any question brought before any meeting of stockholders, other than the election of directors, will be decided by the affirmative vote of the holders of a majority of the total number of votes of Veralto shares represented at the meeting and entitled to vote on such question, voting as a single class.

Directors are generally elected by a plurality of the votes cast by holders of Veralto’s common stock in uncontested elections. With plurality voting, the nominees who receive the most “for” votes are elected to the board until all board seats are filled. In an uncontested election, where the number of nominees and available board seats are equal, every nominee is elected upon receiving just one “for” vote. Abstentions and broker non-votes are not counted as votes cast “for” a director’s election.

Dividends

Subject to any preferential rights of any outstanding preferred stock, holders of Veralto’s common stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by the Board out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of Veralto, holders of its common stock would be entitled to ratable distribution of its assets remaining after the payment in full of liabilities and any preferential rights of any then-outstanding preferred stock.

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No Preemptive or Similar Rights

Holders of Veralto common stock will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. After the distribution, all outstanding shares of Veralto common stock will be fully paid and non-assessable.

Preferred Stock

Under the terms of Veralto’s amended and restated certificate of incorporation, the Board will be authorized, subject to limitations prescribed by the DGCL and by Veralto’s amended and restated certificate of incorporation, to issue up to 15,000,000 shares of preferred stock in one or more series without further action by the holders of its common stock. The Board will have the discretion, subject to limitations prescribed by the DGCL and by Veralto’s amended and restated certificate of incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The rights, preferences and privileges of the holders of Veralto common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that Veralto may designate and issue in the future.

Anti-Takeover Effects of Various Provisions of Delaware Law and Veralto’s Certificate of Incorporation and Bylaws

Provisions of the DGCL and Veralto’s amended and restated certificate of incorporation and bylaws could make it more difficult to acquire Veralto by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that the Board may consider inadequate and to encourage persons seeking to acquire control of Veralto to first negotiate with Board. Veralto believes that the benefits of increased protection of its ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure it outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Anti-Takeover Statute. Veralto will be subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board, including discouraging attempts that might result in a premium over the market price for the shares of Veralto common stock held by Veralto’s stockholders. A Delaware corporation may “opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from amendments approved by holders of at least a majority of the corporation’s outstanding voting shares. Veralto will not elect to “opt out” of Section 203. However, Danaher and its affiliates have been approved by the Veralto Board as an interested stockholder (as defined in Section 203 of the DGCL) and therefore are not subject to Section 203.

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Classified Board. Veralto’s amended and restated certificate of incorporation will provide that its Board will be divided into three classes, each comprised, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The three directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following the distribution, which Veralto expects to be held in 2024. The four directors designated as Class II directors will have terms expiring at the following year’s annual meeting of stockholders, which Veralto expects to be held in 2025, and the four directors designated as Class III directors will have terms expiring at the following year’s annual meeting of stockholders, which Veralto expects to be held in 2026. Commencing with the first annual meeting of stockholders following the separation, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires and thereafter will serve for a term of three years. Under the classified board provisions, it would take at least two elections of directors for any individual or group to gain control of the Board. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of Veralto.

Removal of Directors. Veralto’s amended and restated bylaws will provide that its stockholders may remove its directors only for cause, by an affirmative vote of holders of at least the majority of Veralto’s voting stock then outstanding.

Amendments to Certificate of Incorporation. Veralto’s amended and restated certificate of incorporation will provide that the affirmative vote of the holders of at least two-thirds (66-2/3%) of the total voting power of Veralto’s outstanding shares entitled to vote thereon, voting as a single class, is required to amend certain provisions relating to the number, term, classification, removal and filling of vacancies with respect to the Board, the advance notice to be given for nominations for elections of directors, the calling of special meetings of stockholders, cumulative voting, stockholder action by written consent, certain relationships and transactions with Danaher, forum selection, the ability to amend the bylaws, the elimination of liability of directors to the extent permitted by Delaware law, director and officer indemnification and any provision relating to the amendment of any of these provisions.

Amendments to Bylaws. Veralto’s amended and restated certificate of incorporation and bylaws will provide that the Veralto’s amended and restated bylaws may only be amended by the Board or by the affirmative vote of holders of at least two-thirds (66-2/3%) of the total voting power of Veralto’s outstanding shares entitled to vote thereon, voting as a single class.

Size of Board and Vacancies. Veralto’s amended and restated bylaws will provide that the Board will consist of not less than three nor greater than 15 directors, the exact number of which will be fixed exclusively by the Board. Any vacancies created in the Board resulting from any increase in the authorized number of directors or the death, resignation, retirement, disqualification, removal from office or other cause will be filled by a majority of the directors then in office, even if less than a quorum is present, or by a sole remaining director. Any director appointed to fill a vacancy on the Board will hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.

Special Stockholder Meetings. Veralto’s amended and restated certificate of incorporation will provide that special meetings of stockholders may be called only by the secretary upon a written request delivered to the secretary by (a) the Board pursuant to a resolution adopted by a majority of the entire Board, (b) the chairman of the Board or (c) the chief executive officer of Veralto. Stockholders may not call special stockholder meetings.

Stockholder Action by Written Consent. Veralto’s amended and restated certificate of incorporation will expressly eliminate the right of its stockholders to act by written consent. Stockholder action must take place at the annual or a special meeting of Veralto stockholders.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Veralto’s amended and restated certificate of incorporation will mandate that stockholder nominations for the election of directors will be given in accordance with the bylaws. The amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors as well as minimum

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qualification requirements for stockholders making the proposals or nominations. Additionally, the bylaws will require that candidates for election as director disclose their qualifications and make certain representations.

No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless the company’s certificate of incorporation provides otherwise. Veralto’s amended and restated certificate of incorporation will not provide for cumulative voting.

Undesignated Preferred Stock. The authority that the Board will possess to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of Veralto through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. The Board may be able to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

Conflicts of Interest; Corporate Opportunities

In order to address potential conflicts of interest between Veralto and Danaher, Veralto’s amended and restated certificate of incorporation will contain certain provisions regulating and defining the conduct of Veralto’s affairs to the extent that they may involve Danaher and its directors, officers and/or employees and Veralto’s rights, powers, duties and liabilities and those of Veralto’s directors, officers, employees and stockholders in connection with Veralto’s relationship with Danaher. In general, these provisions recognize that Veralto and Danaher may engage in the same or similar business activities and lines of business or have an interest in the same areas of corporate opportunities and that Veralto and Danaher will continue to have contractual and business relations with each other, including directors, officers and/or employees of Danaher serving as Veralto’s directors, officers and/or employees.

Veralto’s amended and restated certificate of incorporation will provide that Danaher will have no duty to communicate information regarding a corporate opportunity to Veralto or to refrain from engaging in the same or similar activities or lines of business as Veralto, doing business with any client, customer or vendor of Veralto or employing or otherwise engaging any director, officer or employee of Veralto, and that to the fullest extent permitted by law, except as otherwise provided in the Veralto amended and restated certificate of incorporation, no officer, director or employee of Veralto who is also a director, officer or employee of Danaher will be deemed to have breached his or her fiduciary duties, if any, to Veralto solely by reason of Danaher’s engaging in any such activity. Moreover, Veralto’s amended and restated certificate of incorporation will also provide that for so long as Danaher has one or more directors, officers or employees serving as a Veralto director, officer or employee, in the event that any of Veralto’s directors, officers or employees who is also a director, officer or employee of Danaher acquires knowledge of a potential transaction or matter that may be a corporate opportunity for Veralto and Danaher, such director, officer or employee shall to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty, if any, with respect to such corporate opportunity, and Veralto, to the fullest extent permitted by law, renounces any interest or expectancy in such corporate opportunity, and waives any claim that such corporate opportunity constituted a corporate opportunity that should have been presented to Veralto or any of its affiliates, if he or she acts in a manner consistent with the following policy: such corporate opportunity offered to any person who is Veralto’s director, officer or employee and who is also a director, officer or employee of Danaher shall belong to Veralto only if such opportunity is expressly offered to such person solely in his or her capacity as Veralto’s director or officer and otherwise shall belong to Danaher.

Veralto’s amended and restated certificate of incorporation also will provide for special approval procedures that may be utilized if it is deemed desirable by Danaher, Veralto, Veralto’s affiliates or any other party, that Veralto take action with specific regard to transactions or opportunities presenting potential conflicts of interest, out of an abundance of caution, to ensure that such transactions are not voidable, or that such an opportunity or opportunities are effectively disclaimed. Specifically, Veralto may employ any of the following special procedures:

•the material facts of the transaction and the director’s, officer’s or employee’s interest are disclosed or known to the Board or duly appointed committee of the Board and the Board or such committee authorizes, approves or ratifies the transaction by the affirmative vote or consent of a majority of the directors (or committee members) who have no direct or indirect interest in the transaction and, in any event, of at least two directors (or committee members); or

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•the material facts of the transaction and the director’s interest are disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such transaction.

Any person purchasing or otherwise acquiring any interest in any shares of Veralto common stock will be deemed to have consented to these provisions of the amended and restated certificate of incorporation.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

The DGCL authorizes corporations to limit or eliminate the personal liability of directors or officers to corporations and their stockholders for monetary damages for breaches of directors’ or officers’ fiduciary duties, and Veralto’s amended and restated certificate of incorporation will include such an exculpation provision, except to the extent such an exemption from liability or limitation thereof is not permitted under the DGCL. Veralto’s amended and restated certificate of incorporation and bylaws will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as a director or officer of Veralto, or for serving at Veralto’s request as a director or officer or another position at another corporation or enterprise, as the case may be. Veralto’s amended and restated certificate of incorporation and bylaws will also provide that Veralto must indemnify and advance reasonable expenses to its directors and, subject to certain exceptions, officers, subject to its receipt of an undertaking from the indemnified party as may be required under the DGCL. Veralto’s amended and restated certificate of incorporation will expressly authorize Veralto to carry directors’ and officers’ insurance to protect Veralto, its directors, officers and certain employees for some liabilities.

The limitation of liability and indemnification provisions that will be in Veralto’s amended and restated certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors or officers for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against Veralto’s directors, even though such an action, if successful, might otherwise benefit Veralto and its stockholders. However, these provisions will not limit or eliminate Veralto’s rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s or an officer’s duty of care. The provisions will not alter the liability of directors or officers under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, Veralto pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding against any Veralto directors, officers or employees for which indemnification is sought.

Exclusive Forum

Unless Veralto otherwise consents in writing, the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of Veralto, (2) any action asserting a claim of breach of fiduciary duty owed by any of Veralto’s directors, officers, employees or stockholders to Veralto or Veralto’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, Veralto’s certificate of incorporation or bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware or, if the Court of Chancery of the State of Delaware does not have jurisdiction, another state or federal court located within the State of Delaware. Unless Veralto otherwise consents in writing, the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act shall be the federal district courts of the United States of America.

These exclusive forum provisions do not apply to actions arising under the Exchange Act or the rules and regulations thereunder. While the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce our federal forum provision described above. Our stockholders will not be deemed to have waived compliance with the federal securities laws and the rules and regulations thereunder.

171

Authorized but Unissued Shares

Veralto’s authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholders’ approval. Veralto may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. As noted above, the existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of Veralto by means of a proxy contest, tender offer, merger or otherwise.

Listing

Veralto intends to apply to have its shares of common stock listed on the NYSE under the symbol “VLTO.”

Sale of Unregistered Securities

On October 26, 2022, Veralto issued 100 shares of its common stock to Danaher pursuant to Section 4(2) of the Securities Act. Veralto did not register the issuance of the issued shares under the Securities Act because the issuance did not constitute a public offering.

Transfer Agent and Registrar

After the distribution, the transfer agent and registrar for Veralto’s common stock will be Computershare Trust Company, N.A..

172

WHERE YOU CAN FIND MORE INFORMATION

Veralto has filed a registration statement on Form 10 with the SEC with respect to the shares of Veralto common stock being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to Veralto and its common stock, please refer to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. The SEC maintains an Internet site that contains periodic reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

As a result of the distribution, Veralto will become subject to the informational requirements of the Exchange Act and, in accordance with the Exchange Act, will file periodic reports, proxy statements and other information with the SEC. Veralto intends to furnish holders of its common stock with annual reports containing financial statements audited by an independent accounting firm.

In addition, following the completion of the distribution, Veralto will make the information filed with or furnished to the SEC available free of charge through Veralto’s website (http://www.veralto.com) as soon as reasonably practicable after Veralto electronically files such material with, or furnishes it to, the SEC. The information contained in, or that can be accessed through, any website referenced in this information statement is not incorporated by reference into this information statement or the registration statement of which this information statement forms a part.

You should rely only on the information contained in this information statement or to which this information statement has referred you. Veralto has not authorized any person to provide you with different information or to make any representation not contained in this information statement.

173

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

Audited Annual Combined Financial Statements of Environmental & Applied Solutions Segment of Danaher Corporation:	Page
Report of Independent Registered Public Accounting Firm	F-2
Combined Balance Sheets as of December 31, 2022 and 2021	F-3
Combined Statements of Earnings for the years ended December 31, 2022, 2021 and 2020	F-4
Combined Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020	F-5
Combined Statements of Equity for the years ended December 31, 2022, 2021 and 2020	F-6
Combined Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020	F-7
Notes to Combined Financial Statements	F-8
Financial Statement Schedule — Schedule II, Valuation and Qualifying Accounts	F-38
Unaudited Interim Combined Condensed Financial Statements of Environmental & Applied Solutions Segment of Danaher Corporation:
Combined Condensed Balance Sheets as of June 30, 2023 and December 31, 2022	F-39
Combined Condensed Statements of Earnings for the six-month periods ended June 30, 2023 and July 1, 2022	F-40
Combined Condensed Statements of Comprehensive Income for the six-month periods ended June 30, 2023 and July 1, 2022	F-41
Combined Condensed Statements of Equity for the six-month periods ended June 30, 2023 and July 1, 2022	F-42
Combined Condensed Statements of Cash Flows for the six-month periods ended June 30, 2023 and July 1, 2022	F-43
Notes to Combined Condensed Financial Statements	F-44
Audited Balance Sheet of Veralto Corporation:
Report of Independent Registered Public Accounting Firm	F-53
Balance Sheet as of December 31, 2022	F-54
Note to the Balance Sheet	F-55
Unaudited Balance Sheet of Veralto Corporation:
Balance Sheet as of June 30, 2023	F-56
Note to the Balance Sheet	F-57

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Danaher Corporation

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of the Environmental & Applied Solutions segment of Danaher Corporation (the Company) as of December 31, 2022 and 2021, the related combined statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Tysons, Virginia

March 31, 2023

F-2

ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED BALANCE SHEETS

($ in millions)

	As of December 31
	2022		2021
ASSETS
Current assets:
Trade accounts receivable, less allowance for doubtful accounts of $34 in both periods	$	816	$	757
Inventories	345		322
Prepaid expenses and other current assets	119		126
Total current assets	1,280		1,205
Property, plant and equipment, net	247		260
Other long-term assets	343		340
Goodwill	2,476		2,502
Other intangible assets, net	479		533
Total assets	$	4,825	$	4,840
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	440	$	464
Accrued expenses and other liabilities	683		657
Total current liabilities	1,123		1,121
Other long-term liabilities	462		518
Parent’s equity:
Net Parent investment	4,189		4,084
Accumulated other comprehensive income (loss)	(954)		(887)
Total Parent’s equity	3,235		3,197
Noncontrolling interests	5		4
Total equity	3,240		3,201
Total liabilities and equity	$	4,825	$	4,840

See the accompanying Notes to the Combined Financial Statements.

F-3

ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED STATEMENTS OF EARNINGS

($ in millions)

	Year Ended December 31
	2022		2021		2020
Sales	$	4,870	$	4,700	$	4,348
Cost of sales	(2,110)		(1,987)		(1,838)
Gross profit	2,760		2,713		2,510
Operating costs:
Selling, general and administrative expenses	(1,431)		(1,428)		(1,340)
Research and development expenses	(217)		(244)		(219)
Operating profit	1,112		1,041		951
Nonoperating income (expense):
Other income (expense), net	1		6		(1)
Earnings before income taxes	1,113		1,047		950
Income taxes	(268)		(186)		(226)
Net earnings	$	845	$	861	$	724

See the accompanying Notes to the Combined Financial Statements.

F-4

ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

	Year Ended December 31
	2022		2021		2020
Net earnings	$	845	$	861	$	724
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(100)		(88)		84
Pension and postretirement plan benefit adjustments	33		15		(8)
Total other comprehensive income (loss), net of income taxes	(67)		(73)		76
Comprehensive income	$	778	$	788	$	800

See the accompanying Notes to the Combined Financial Statements.

F-5

ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED STATEMENTS OF EQUITY

($ in millions)

	Net Parent Investment		Accumulated Other Comprehensive Income (Loss)		Total Parent’s Equity		Noncontrolling Interests
Balance, January 1, 2020	$	4,082	$	(890)	$	3,192	$	4
Adoption of accounting standards	(3)		—		(3)		—
Net earnings for the year	724		—		724		—
Net transfers to Parent	(844)		—		(844)		—
Other comprehensive income	—		76		76		—
Parent common stock-based award activity	30		—		30		—
Balance, December 31, 2020	3,989		(814)		3,175		4
Net earnings for the year	861		—		861		—
Net transfers to Parent	(800)		—		(800)		—
Other comprehensive loss	—		(73)		(73)		—
Parent common stock-based award activity	34		—		34		—
Balance, December 31, 2021	4,084		(887)		3,197		4
Net earnings for the year	845		—		845		—
Net transfers to Parent	(781)		—		(781)		—
Other comprehensive loss	—		(67)		(67)		—
Parent common stock-based award activity	41		—		41		—
Change in noncontrolling interests	—		—		—		1
Balance, December 31, 2022	$	4,189	$	(954)	$	3,235	$	5

See the accompanying Notes to the Combined Financial Statements.

F-6

ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED STATEMENTS OF CASH FLOWS

($ in millions)

	Year Ended December 31
	2022		2021		2020
Cash flows from operating activities:
Net earnings	$	845	$	861	$	724
Noncash items:
Depreciation	40		44		47
Amortization	50		62		63
Stock-based compensation expense	41		34		30
Gain on product line disposition	—		(8)		—
Change in deferred income taxes	(44)		(11)		(7)
Change in trade accounts receivable, net	(88)		(14)		(1)
Change in inventories	(38)		(75)		12
Change in trade accounts payable	23		65		4
Change in prepaid expenses and other assets	(5)		(21)		(5)
Change in accrued expenses and other liabilities	46		(41)		134
Net cash provided by operating activities	870		896		1,001
Cash flows from investing activities:
Cash paid for acquisitions	(55)		(60)		(121)
Proceeds from sale of product line	—		26		—
Payments for additions to property, plant and equipment	(34)		(54)		(36)
All other investing activities	—		(9)		—
Net cash used in investing activities	(89)		(97)		(157)
Cash flows from financing activities:
Net transfers to Parent	(781)		(800)		(844)
All other financing activities	—		1		—
Net cash used in financing activities	(781)		(799)		(844)
Net change in cash and equivalents	—		—		—
Beginning balance of cash and equivalents	—		—		—
Ending balance of cash and equivalents	$	—	$	—	$	—

See the accompanying Notes to the Combined Financial Statements.

F-7

ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1. BUSINESS AND SUMMARY OF BASIS OF PRESENTATION

Business—The accompanying Combined Financial Statements present the historical financial position, results of operations, changes in Danaher Corporation’s (“Danaher” or “Parent”) equity and cash flows of the Environmental & Applied Solutions segment of Danaher (the “Company” or “Veralto”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the preparation of carved-out combined financial statements.

On September 14, 2022, Parent announced its intention to separate its Environmental & Applied Solutions business into a publicly traded company (the “Separation”). Veralto Corporation, which was established on October 26, 2022, will be the Company's ultimate parent company upon completion of the Separation. Prior to the closing of the Separation, the Veralto business will be transferred to Veralto Corporation. The Separation is expected to be in the form of a pro rata distribution of all of the outstanding shares of the Company’s common stock to the holders of shares of Parent common stock held on the record date of the distribution. The Separation is expected to be completed in the fourth quarter of 2023 subject to the satisfaction of certain conditions, including obtaining final approval from the Danaher board of directors, satisfactory completion of financing, receipt of tax opinions, receipt of favorable rulings from the Internal Revenue Service (“IRS”) and receipt of other regulatory approvals.

The Company’s unifying purpose is Safeguarding the World’s Most Vital Resources. Our diverse group of associates and leading operating companies provide 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 segments – Water Quality and Product Quality & Innovation. Through the Water Quality segment, the Company improves the quality and reliability of water through leading brands including Hach, Trojan Technologies and ChemTreat. Through the Product Quality & Innovation segment, the Company promotes consumer trust in products and helps enable product innovation through leading brands including Videojet, Linx, Esko, X-Rite and Pantone.

The Company has historically operated as part of Parent and not as a stand-alone company. The financial statements have been derived from Parent’s historical accounting records and are presented on a carve-out basis, as if the operations had been conducted independently from Parent. All revenues and costs, as well as assets and liabilities, directly associated with the business activity of the Company are included as a component of the financial statements. The financial statements also include allocations of certain selling, general and administrative expenses from Parent’s corporate office to the Company. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Parent. Related party allocations are discussed further in Note 14.

As part of Parent, the Company is dependent upon Parent for all of its working capital and financing requirements as Parent uses a centralized approach to cash management and financing of its operations. Financial transactions relating to the Company are accounted for through the Parent investment account of the Company. Accordingly, none of Parent’s cash, cash equivalents or debt have been assigned to the Company in these financial statements.

Net Parent investment, which includes retained earnings, represents Parent’s interest in the recorded net assets of the Company. Transactions with Parent are reflected in the accompanying Combined Statements of Equity as net transfers to Parent and in the accompanying Combined Balance Sheets within net Parent investment.

All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying Combined Financial Statements.

F-8

The Combined Financial Statements may not be indicative of future performance and do not necessarily reflect what the Combined Statements of Earnings, Balance Sheets and Statements of Cash Flows would have been had the Company operated as a separate business during the periods presented.

Use of Estimates—The preparation of these Combined Financial Statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates on historical experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ materially from these estimates.

Accounts Receivable and Allowances for Doubtful Accounts—All trade accounts, contract and finance receivables are reported on the accompanying Combined Balance Sheets adjusted for any write-offs and net of allowances for doubtful accounts. The allowances for doubtful accounts represent management’s best estimate of the expected future credit losses from the Company’s trade accounts, contract and finance receivable portfolios. Determination of the allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, therefore, net earnings. The Company regularly performs detailed reviews of its portfolios to determine if an impairment has occurred and evaluates the collectability of receivables based on a combination of various financial and qualitative factors that may affect customers’ ability to pay, including customers’ financial condition, collateral, debt-servicing ability, past payment experience and credit bureau information. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected. Additions to the allowances for doubtful accounts are charged to current period earnings, amounts determined to be uncollectible are charged directly against the allowances, while amounts recovered on previously written-off accounts increase the allowances. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional reserves would be required. The Company does not believe that trade accounts receivable represents significant concentrations of credit risk because of the diversified portfolio of individual customers and geographical areas. On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, using the modified retrospective transition method and recorded a net increase to the allowance for doubtful accounts of $4 million ($3 million after-tax) due to the cumulative impact of adoption. The Company’s allowance for doubtful accounts as of December 31, 2022 reflects the Company’s best estimate of the expected future losses for its accounts receivables; however, these estimates may change and future actual losses may differ from the Company’s estimates. The Company will continue to monitor economic conditions and will revise the estimates of the expected future losses for accounts receivable, as necessary. The Company recorded $9 million, $4 million and $8 million of expense associated with doubtful accounts for the years ended December 31, 2022, 2021 and 2020, respectively.

Included in the Company’s trade accounts receivable and other long-term assets as of December 31, 2022 and 2021 are $129 million and $123 million of net aggregate financing receivables, respectively. All financing receivables are evaluated for impairment based on individual customer credit profiles.

Inventories—Inventories include the costs of material, labor and overhead. Inventories are stated at the lower of cost and net realizable value primarily using the first-in, first-out method.

The classes of inventory as of December 31 are summarized as follows ($ in millions):

	2022		2021
Finished goods	$	145	$	150
Work in process	51		48
Raw materials	149		124
Total	$	345	$	322

F-9

Prepaid Expenses and Other Current Assets—Prepaid expenses and other current assets primarily result from advance payments to vendors for good and services and are capitalized until the related goods are received or services are performed. Included in the Company’s prepaid expenses and other current assets as of December 31, 2022 and December 31, 2021 are prepaid expenses of $102 million and $98 million, respectively.

Property, Plant and Equipment—Property, plant and equipment are carried at cost. The provision for depreciation has been computed principally by the straight-line method based on the estimated useful lives of the depreciable assets as follows:

Category	Useful Life
Buildings	30 years
Leased assets and leasehold improvements	Amortized over the lesser of the economic life of the asset or the term of the lease
Machinery and equipment	3 – 10 years
Customer-leased instruments	5 – 10 years

Estimated useful lives are periodically reviewed and, when appropriate, changes to estimates are made prospectively.

The classes of property, plant and equipment as of December 31 are summarized as follows ($ in millions):

	2022		2021
Land and improvements	$	15	$	16
Buildings	199		202
Machinery and equipment	458		447
Customer-leased equipment	35		33
Gross property, plant and equipment	707		698
Less: accumulated depreciation	(460)		(438)
Property, plant and equipment, net	$	247	$	260

Investments—Investments over which the Company has a significant influence but not a controlling interest, are accounted for using the equity method of accounting which requires the Company to record its initial investment at cost and adjust the balance each period for the Company’s share of the investee’s income or loss and dividends paid. For securities without readily available fair values, the Company has elected the measurement alternative to record these investments at cost and to adjust for impairments and observable price changes with a same or similar security from the same issuer within net earnings (the “Fair Value Alternative”). The Company made no minority investments in 2022 and made $9 million in minority investments in 2021. No significant realized or unrealized gains or losses were recorded in 2022, 2021 or 2020 with respect to these investments.

Other Assets—Other assets principally include noncurrent financing receivables, noncurrent deferred tax assets and other investments.

Fair Value of Financial Instruments—The Company’s financial instruments consist primarily of trade accounts receivable, nonqualified deferred compensation plans and obligations under trade accounts payable. Due to their short-term nature, the carrying values for trade accounts receivable and trade accounts payable approximate fair value.

Goodwill and Other Intangible Assets—Goodwill and other intangible assets result from the Company’s acquisition of existing businesses. In accordance with accounting standards related to business combinations, goodwill is not amortized; however, certain finite-lived identifiable intangible assets, primarily customer relationships and acquired technology, are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized. The Company reviews identified intangible assets and goodwill for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The

F-10

Company also tests intangible assets with indefinite lives and goodwill for impairment at least annually. Refer to Note 8 for additional information about the Company’s goodwill and other intangible assets.

Revenue Recognition—The Company derives revenues primarily from the sale of Water Quality and Product Quality & Innovation products and services. Revenue is recognized when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. For equipment and consumables sold by the Company, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is not a formality, the customer must have accepted the product or service. The Company’s principal terms of sale are Free On Board (“FOB”) Shipping Point, or equivalent, and the Company records revenue for these product sales upon transfer of control to the customer, which may occur at shipment. For those FOB Shipping Point arrangements where risk of loss is not transferred until delivery, the Company transfers control and records revenue upon delivery of the product to the customer. Sales arrangements with delivery terms that are not FOB Shipping Point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. Returns for products sold are estimated and recorded as a reduction of revenue at the time of sale. Customer allowances and rebates, consisting primarily of volume discounts and other short-term incentive programs, are recorded as a reduction of revenue at the time of sale because these allowances reflect a reduction in the transaction price. Product returns, customer allowances and rebates are estimated based on historical experience and known trends. For extended warranty and service, control transfers to the customer over the term of the arrangement. Revenue for extended warranty and service is recognized based upon the period of time elapsed under the arrangement. Revenue for other long-term contracts is generally recognized based upon the cost-to-cost method, which measures costs incurred relative to total estimated costs, provided that the Company meets the criteria associated with transferring control of the good or service over time.

Certain of the Company’s revenues relate to sales-type leases (“STL”) and operating-type lease (“OTL”) arrangements. Leases are outside the scope of ASC 606 and are therefore accounted for in accordance with ASC 842, Leases. Equipment lease revenue for STL arrangements is recognized upon lease commencement. Equipment lease revenue for OTL agreements is recognized on a straight-line basis over the life of the lease, and the cost of customer-leased equipment is recorded within property, plant and equipment in the accompanying Combined Balance Sheets and depreciated over the equipment’s estimated useful life. Depreciation expense associated with the leased equipment under OTL arrangements is reflected in cost of sales in the accompanying Combined Statements of Earnings.

For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers. Allocation of the transaction price is determined at the contracts’ inception.

Shipping and Handling—Shipping and handling costs are included as a component of cost of sales. Revenue derived from shipping and handling costs billed to customers is included in sales.

Advertising—Advertising costs are expensed as incurred.

Research and Development—The Company conducts research and development activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and reliability of the Company’s existing products and expanding the applications for which uses of the Company’s products are appropriate. Research and development costs are expensed as incurred.

F-11

Income Taxes—The Company’s domestic and foreign operating results are included in the income tax returns of the Parent. The Company accounts for income taxes under the separate return method. Under this approach, the Company determines its deferred tax assets and liabilities and related tax expense as if it were filing separate tax returns. The accompanying Combined Balance Sheets do not contain current income tax payable or other long-term income tax payable liabilities, with the exception of certain unrecognized tax benefits for which the Company could reasonably be considered to be the primary obligor. The amounts are deemed settled with the Parent when due and therefore are included in Parent’s equity.

Income taxes for the Company are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the Combined Financial Statements and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets and liabilities are reported in other assets and other liabilities in the Combined Balance Sheets, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is generally recognized in income tax expense in the period that includes the enactment date. Global Intangible Low-Taxed Income (“GILTI”) is accounted for as a current tax expense in the year the tax is incurred.

Valuation allowances are recorded if it is more likely than not that some portion of the deferred income tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considers various factors, including the expected level of future taxable income and available tax planning strategies. Any changes in judgment about the valuation allowance are recorded through income tax expense and are based on changes in facts and circumstances regarding realizability of deferred tax assets.

The Company must presume that an income tax position taken in a tax return will be examined by the relevant tax authority and determine whether it is more likely than not that the tax position will be sustained upon examination based upon the technical merits of the position. An income tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Company establishes a liability for unrecognized income tax benefits for income tax positions for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority to the extent such tax positions reduce the Company’s income tax liability. The Company recognizes interest and penalties related to unrecognized income tax benefits in income tax expense in the Combined Statements of Earnings.

Productivity Improvement and Restructuring—The Company periodically initiates productivity improvement and restructuring activities to appropriately position the Company’s cost base relative to prevailing economic conditions and associated customer demand as well as in connection with certain acquisitions. Costs associated with productivity improvement and restructuring actions can include one-time termination benefits and related charges in addition to facility closure, contract termination and other related activities. The Company records the cost of the productivity improvement and restructuring activities when the associated liability is incurred.

Foreign Currency Translation—Exchange rate adjustments resulting from foreign currency transactions are recognized in net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive income (loss) within Parent’s equity. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using year end exchange rates and income statement accounts are translated at weighted average rates. Net foreign currency transaction gains or losses were not material in any of the years presented.

Accumulated Other Comprehensive Income (Loss)—Accumulated other comprehensive income (loss) refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to Parent’s equity. Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. Pension and postretirement plan benefit adjustments relate to unrecognized prior service credits and actuarial losses. Refer to Note 13 for additional information.

F-12

Loss Contingencies—The Company records a reserve for loss contingencies when it is both probable that a loss will be incurred and the amount of the loss is reasonably estimable. The Company evaluates pending litigation and other contingencies at least quarterly and adjusts the reserve for such contingencies for changes in probable and reasonably estimable losses. The Company includes an estimate for related legal costs at the time such costs are both probable and reasonably estimable.

Accounting for Stock-Based Compensation—Certain employees of the Company participate in Parent’s shared-based compensation plans which include stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”). The Company accounts for stock-based compensation incurred by Parent by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, RSUs and PSUs based on the fair value of the award as of the grant date. Equity-based compensation expense is recognized net of an estimated forfeiture rate on a straight-line basis over the requisite service period of the award, except that in the case of RSUs, compensation expense is recognized using an accelerated attribution method. Refer to Note 13 for additional information on the Parent’s stock-based compensation plans in which certain employees of the Company participate.

Pension and Postretirement Benefit Plans—The Company measures its pension and postretirement plans’ assets and its obligations that determine the respective plan’s funded status as of the end of the Company’s fiscal year, and recognizes an asset for a plan’s overfunded status or a liability for a plan’s underfunded status in its balance sheet. Changes in the funded status of the plans are recognized in the year in which the changes occur and reported in comprehensive income (loss). Refer to Note 10 for additional information on the Company’s pension and postretirement plans including a discussion of the actuarial assumptions, the Company’s policy for recognizing the associated gains and losses and the method used to estimate service and interest cost components.

Accounting Standards Recently Adopted— In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Losses on Financial Instruments. The ASU requires companies to prospectively record an allowance for credit losses for the expected credit losses inherent in the asset over its expected life, replacing the incurred loss model that recognized losses only when they became probable and estimable. On January 1, 2020, the Company adopted the ASU using the modified retrospective transition method. The Company recorded a decrease to beginning retained earnings of $3 million, net of tax, as of January 1, 2020 due to the cumulative impact of adopting Topic 326. The impact to retained earnings was primarily the result of an increase in the Company’s allowance for doubtful accounts as a result of Topic 326’s requirement to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables.

In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires companies to apply the definition of a performance obligation under ASC 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers acquired in a business combination. Prior to the adoption of this ASU, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. The ASU results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company early adopted the ASU effective January 1, 2021 and did not apply the standard to immaterial transactions that occurred in 2021. The impact of the adoption of the ASU was not significant.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The ASU clarifies the guidance in ASC 820, Fair Value Measurement, related to the measurement of the fair value of an equity security subject to contractual sale restrictions and introduces disclosure requirements related to such equity securities. The Company early adopted the ASU effective July 1, 2022 and had no impact from the adoption of the ASU.

F-13

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 Combined 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 is continuing to evaluate certain pre-acquisition contingencies associated with certain of its 2022 acquisitions that have open measurement periods and is also in the process of obtaining valuations of certain acquisition-related assets and liabilities in connection with these acquisitions. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

The following briefly describes the Company’s acquisition activity for the three years ended December 31, 2022.

During 2022, the Company acquired three businesses for a total consideration of $55 million in cash, net of cash acquired and recorded goodwill and intangible assets of $38 million and $18 million, respectively. The businesses acquired complement existing units of the Company’s Product Quality & Innovation segment.

During 2021, the Company acquired two businesses for total consideration of $60 million in cash, net of cash acquired and recorded goodwill and intangible assets of $48 million and $12 million, respectively. The businesses acquired complement existing units of both of the Company’s segments.

During 2020, the Company acquired two businesses for total consideration of $121 million in cash, net of cash acquired and recorded goodwill and intangible assets of $111 million and $20 million, respectively. The businesses acquired complement existing units of the Company’s Water Quality segment.

F-14

NOTE 3. REVENUE

The following table presents the Company’s revenues disaggregated by geographical region and revenue type ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenues.

	Water Quality		Product Quality & Innovation		Total
Year ended December 31, 2022:
Geographical region:
North America (a)	$	1,590	$	670	$	2,260
Western Europe	500		559		1,059
Other developed markets (b)	67		56		123
High-growth markets (c)	730		698		1,428
Total	$	2,887	$	1,983	$	4,870
Revenue type:
Recurring (Consumables, services and spare parts)	$	1,663	$	1,196	$	2,859
Nonrecurring (Equipment)	1,224		787		2,011
Total	$	2,887	$	1,983	$	4,870
Year ended December 31, 2021:
Geographical region:
North America (a)	$	1,408	$	646	$	2,054
Western Europe	490		609		1,099
Other developed markets (b)	61		58		119
High-growth markets (c)	710		718		1,428
Total	$	2,669	$	2,031	$	4,700
Revenue type:
Recurring (Consumables, services and spare parts)	$	1,491	$	1,169	$	2,660
Nonrecurring (Equipment)	1,178		862		2,040
Total	$	2,669	$	2,031	$	4,700
Year ended December 31, 2020:
Geographical region:
North America (a)	$	1,315	$	615	$	1,930
Western Europe	461		557		1,018
Other developed markets (b)	58		65		123
High-growth markets (c)	653		624		1,277
Total	$	2,487	$	1,861	$	4,348
Revenue type:
Recurring (Consumables, services and spare parts)	$	1,355	$	1,080	$	2,435
Nonrecurring (Equipment)	1,132		781		1,913
Total	$	2,487	$	1,861	$	4,348

________________

(a)The Company defines North America as the United States and Canada.

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(b)The Company defines other developed markets as Japan, Australia and New Zealand.

(c)The Company defines high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which encompass all markets outside of the developed markets and consist of Eastern Europe, the Middle East, Africa, Latin America (including Mexico) and Asia (with the exception of Japan, Australia and New Zealand). 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 standalone 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 and OTLs. Nonrecurring revenue includes sales from equipment and STLs. OTLs and STLs are included in the above revenue amounts. For the years ended December 31, 2022, 2021 and 2020, lease revenue was $69 million, $61 million and $54 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

Remaining performance obligations 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. Remaining performance obligations include noncancelable purchase orders, the non-lease portion of minimum purchase commitments under long-term consumable supply arrangements, extended warranty and service and other long-term contracts. These remaining performance obligations do not include revenue from contracts with customers with an original term of one year or less, revenue from long-term consumable supply arrangements with no minimum purchase requirements or revenue expected from purchases made in excess of the minimum purchase requirements or revenue from equipment leased to customers. While the remaining performance obligation disclosure is similar in concept to backlog, the definition of remaining performance obligations excludes leases and contracts that provide the customer with the right to cancel or terminate for convenience with no substantial penalty, even if historical experience indicates the likelihood of cancellation or termination is remote. Additionally, the Company has elected to exclude contracts with customers with an original term of one year or less from remaining performance obligations while these contracts are included within backlog.

As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $248 million. The Company expects to recognize revenue on approximately 47% of the remaining performance obligations over the next 12 months, 32% over the subsequent 12 months, and the remainder recognized thereafter.

Contract Liabilities

The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities that are classified as either current or long-term in the Combined Balance Sheets based on the timing of when the Company expects to recognize revenue. As of December 31, 2022 and 2021, contract liabilities were approximately $206 million and $188 million, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Combined Balance Sheets. Revenue recognized during the years ended December 31, 2022 and 2021 that was included in the opening contract liability balance was $169 million and $172 million, respectively.

NOTE 4. SEGMENT INFORMATION

The Company operates and reports its results in two separate business segments consisting of the Water Quality and Product Quality & Innovation segments. When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics. 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

F-16

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.

Detailed segment data as of and for the years ended December 31 is as follows ($ in millions):

	2022		2021		2020
Sales:
Water Quality	$	2,887	$	2,669	$	2,487
Product Quality & Innovation	1,983		2,031		1,861
Total	$	4,870	$	4,700	$	4,348
Operating profit:
Water Quality	$	668	$	584	$	573
Product Quality & Innovation	488		496		419
Other	(44)		(39)		(41)
Total	$	1,112	$	1,041	$	951
Identifiable assets:
Water Quality	$	2,544	$	2,550	$	2,495
Product Quality & Innovation	2,281		2,290		2,372
Total	$	4,825	$	4,840	$	4,867
Depreciation and amortization:
Water Quality	$	46	$	54	$	55
Product Quality & Innovation	44		52		55
Total	$	90	$	106	$	110
Capital expenditures, gross:
Water Quality	$	25	$	35	$	26
Product Quality & Innovation	9		19		10
Total	$	34	$	54	$	36

F-17

Operations in Geographical Areas: 

	As of and for the Year Ended December 31
($ in millions)	2022		2021		2020
Sales:
United States	$	2,094	$	1,890	$	1,785
China	395		416		365
Germany	251		273		268
All other (each country individually less than 5% of total sales)	2,130		2,121		1,930
Total	$	4,870	$	4,700	$	4,348
Property, plant and equipment, net:
United States	$	168	$	171	$	173
Germany	21		23		21
United Kingdom	15		16		18
All other (each country individually less than 5% of total property, plant and equipment, net)	43		50		45
Total	$	247	$	260	$	257

NOTE 5. INCOME TAXES

The operating results of the Company are included in the income tax returns of Parent. The Company accounts for income taxes under the separate return method. Under this approach, the Company allocates current and deferred taxes to each entity as if it were a separate taxpayer. The sum of the amounts allocated to individual entities may not equal Parent’s consolidated amount. The Company’s pretax operating results exclude any intercompany financing arrangements between entities and include any transactions with Parent as if it were an unrelated party.

Earnings from continuing operations before income taxes for the years ended December 31 were as follows ($ in millions):

	2022		2021		2020
United States	$	528	$	432	$	445
Non-U.S.	585		615		505
Total	$	1,113	$	1,047	$	950

The provision for income taxes from continuing operations for the years ended December 31 were as follows ($ in millions):

	2022		2021		2020
Current:
Federal U.S.	$	107	$	41	$	73
Non-U.S.	177		137		140
State and local	28		19		20
Deferred:
Federal U.S.	(22)		(6)		3
Non-U.S.	(17)		(3)		(10)
State and local	(5)		(2)		—
Income tax provision	$	268	$	186	$	226

F-18

Noncurrent deferred tax assets and noncurrent deferred tax liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying Combined Balance Sheets. Deferred income tax assets and liabilities as of December 31 were as follows ($ in millions):

	2022		2021
Deferred tax assets:
Allowance for doubtful accounts	$	6	$	6
Inventories	22		18
Pension benefits	9		15
Other accruals and prepayments	89		87
Stock compensation expense	15		13
Operating lease liabilities	31		34
Research and development expense	25		7
Tax credit and loss carryforwards	30		33
Valuation allowances	(25)		(27)
Total deferred tax asset	202		186
Deferred tax liabilities:
Property, plant and equipment	(10)		(9)
Operating lease right-of-use assets	(30)		(33)
Goodwill and other intangible assets	(262)		(275)
Total deferred tax liability	(302)		(317)
Net deferred tax liability	$	(100)	$	(131)

The Company evaluates the future realizability of tax credits and loss carryforwards considering the anticipated future earnings of the Company’s subsidiaries as well as tax planning strategies in the associated jurisdictions. Deferred taxes associated with U.S. entities consist of net deferred tax liabilities of approximately $135 million and $153 million as of December 31, 2022 and 2021, respectively. Deferred taxes associated with non-U.S. entities consist of net deferred tax assets of $35 million and $22 million as of December 31, 2022 and 2021, respectively. During 2022, the Company’s valuation allowance decreased by $2 million through the tax provision due primarily from the use of tax attributes that were previously not realizable. As of December 31, 2022, the total amount of the basis difference in investments outside the United States for which deferred taxes have not been provided is approximately $405 million. As of December 31, 2022, the Company had no plans which would subject these basis differences to income taxes in the United States or elsewhere.

The Tax Cuts and Jobs Act (“TCJA”) imposes tax on U.S. stockholders for GILTI earned by certain non-U.S. subsidiaries. The Company has elected the period cost method for its accounting for GILTI.

F-19

The effective income tax rate from continuing operations for the years ended December 31 varies from the U.S. statutory federal income tax rate as follows:

	Percentage of Pre-Tax Earnings
	2022		2021		2020
Statutory federal income tax rate	21.0	%	21.0	%	21.0	%
Increase (decrease) in tax rate resulting from:
State income taxes (net of federal income tax benefit)	1.7	%	1.5	%	1.7	%
Non-U.S. rate differential	2.7	%	2.3	%	3.6	%
Foreign-derived intangible income	(1.3)	%	(1.0)	%	(1.3)	%
Resolution and expiration of statutes of limitation of uncertain tax positions	0.5	%	(4.1)	%	(0.6)	%
Research and experimentation credits and other	0.1	%	—	%	0.3	%
Net excess tax benefits from stock-based compensation	(0.6)	%	(1.9)	%	(0.9)	%
Effective income tax rate	24.1	%	17.8	%	23.8	%

The Company’s effective tax rate for each of 2022, 2021 and 2020 differs from the U.S. federal statutory rate of 21% due principally to the Company’s earnings outside the United States that are taxed at rates different than the U.S. federal statutory rate, state taxes, as well as the impact of the following:

•The effective tax rate of 24.1% in 2022 includes net tax benefits primarily related to excess tax benefits from stock-based compensation, partially offset by changes in estimates associated with prior period uncertain tax positions and audit settlements. These items decreased the reported rate on a net basis by 0.4%.

•The effective tax rate of 17.8% in 2021 includes net tax benefits primarily related to the release of reserves for uncertain tax positions from the expiration of statutes of limitation and audit settlements and excess tax benefits from stock-based compensation, partially offset by changes in estimates associated with prior period uncertain tax positions. These items decreased the reported rate on a net basis by 6.2%.

•The effective tax rate of 23.8% in 2020 includes net tax benefits primarily related to excess tax benefits from stock-based compensation, release of reserves for uncertain tax positions from the expiration of statutes of limitation and audit settlements, partially offset by changes in estimates associated with prior period uncertain tax positions. These items decreased the reported rate on a net basis by 1.7%.

The Company’s income tax payable or receivable computed under the separate return method is adjusted through net Parent investment as it does not represent a liability or asset with the relevant taxing authorities since the Company is a part of the Parent’s tax returns filed with the taxing authorities.

Current income tax payable to Parent has been reduced by $15 million, $28 million, and $15 million in 2022, 2021 and 2020, respectively, for tax deductions attributable to stock-based compensation, of which, the excess tax benefit over the amount recorded for financial reporting purposes was $11 million, $24 million and $11 million, respectively. The excess tax benefits realized have been recorded as increases to Parent’s equity for the years ended December 31, 2022, 2021 and 2020. Ongoing settlement of income taxes payable or receivable are classified as operating cash flows.

Included in deferred income taxes as of December 31, 2022 are tax benefits for U.S. and non-U.S. net operating loss and credit carryforwards totaling $30 million ($25 million of which the Company does not expect to realize and have corresponding valuation allowances). Certain of the losses can be carried forward indefinitely and others can be carried forward to various dates from 2023 through 2032.

As of December 31, 2022, gross unrecognized tax benefits totaled $94 million ($76 million, net of the impact of $30 million of indirect tax benefits offset by $12 million associated with potential interest and penalties). As of December 31, 2021, gross unrecognized tax benefits totaled $81 million ($69 million, net of the impact of $23

F-20

million of indirect tax benefits offset by $11 million associated with potential interest and penalties). The Company recognized approximately $2 million of net tax expense from potential interest and penalties during 2022, $9 million of net tax benefits from the reversal of potential interest and penalties during 2021 and $4 million of net tax expense from potential interest and penalties during 2020 associated with uncertain tax positions. To the extent unrecognized tax benefits (including interest and penalties) are not assessed with respect to uncertain tax positions, $76 million would reduce the tax expense and effective tax rate in future periods. The Company recognized interest and penalties related to unrecognized tax benefits within income taxes in the accompanying Combined Statements of Earnings. Unrecognized tax benefits and associated accrued interest and penalties are included in taxes, income and other accrued expenses as detailed in Note 9.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding amounts accrued for potential interest and penalties, is as follows ($ in millions):

	2022		2021		2020
Unrecognized tax benefits, beginning of year	$	81	$	115	$	109
Additions based on tax positions related to the current year	8		7		7
Additions for tax positions of prior years	11		1		2
Lapse of statute of limitations	(1)		(40)		(3)
Settlements	(4)		(1)		(2)
Effect of foreign currency translation	(1)		(1)		2
Unrecognized tax benefits, end of year	$	94	$	81	$	115

The Company conducts business globally, and the Parent files 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, Netherlands and the United Kingdom. Excluding these 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 Combined Financial Statements given the geographic dispersion of the Company’s taxable income.

The Parent and its subsidiaries (including the businesses of the Company) are routinely examined by various domestic and international taxing authorities. The IRS has completed examinations of certain of the Parent’s federal income tax returns through 2015 and is currently examining certain of the Parent’s federal income tax returns for 2016 through 2018. In addition, the Parent has subsidiaries (including the businesses of the Company) in Belgium, Canada, Germany, India, Italy, Sweden and Switzerland and in states and provinces that are currently under audit for years ranging from 2006 through 2015.

Management estimates that it is reasonably possible that the amount of unrecognized tax benefits may be reduced by approximately $43 million within twelve months as a result of resolution of worldwide tax matters, payments of tax audit settlements and/or statute of limitations expirations.

The Company operates in various non-U.S. tax jurisdictions where “tax holiday” income tax incentives have been granted for a specific period. These tax benefits are not material to the Company’s financial statements.

NOTE 6. NONOPERATING INCOME (EXPENSE)

The following sets forth the component of the Company’s other income (expense), net ($ in million):

	2022		2021		2020
Gains on sale of product lines	$	—	$	8	$	—
Other components of net periodic cost benefit costs	1		(2)		(1)
Total other income (expense), net	$	1	$	6	$	(1)

F-21

Gains on Sale of Product Lines

During 2021, the Company divested certain product lines for a cash purchase price, net of cash transferred and transaction costs, of $26 million and recognized a pretax gain on sale of $8 million ($7 million after-tax). The divested product line generated revenues of approximately $88 million in the Product Quality & Innovation segment in 2020. The divestiture of these product lines did not represent a strategic shift with a major effect on the Company’s operations and financial results and therefore is not reported as a discontinued operation.

Other Components of Net Periodic Benefit Costs

The Company disaggregates the service cost component of net periodic benefit costs of noncontributory defined benefit pension plans and other postretirement employee benefit plans and presents the other components of net periodic benefit cost in other income (expense), net. These other components of net period benefit costs include the assumed rate of return on plan assets, partially offset by amortization of actuarial losses and interest.

NOTE 7. LEASES

The Company has operating leases for office space, warehouses, distribution centers, research and development facilities, manufacturing locations and certain equipment, primarily automobiles. Many leases include one or more options to renew, some of which include options to extend the leases for up to 18 years, and some leases include options to terminate the leases within 30 days. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for common area maintenance, utilities, inflation and/or changes in other indexes. The Company’s finance leases were not material as of December 31, 2022 and 2021. Right-of-use (“ROU”) assets arising from finance leases are included in property, plant and equipment, net and the liabilities are included in accrued expenses and other liabilities and other long-term liabilities in the accompanying Combined Balance Sheets.

F-22

The Combined Financial Statements include the following amounts related to operating leases where the Company is the lessee ($ in millions):

		2022		2021			2020
Combined Statements of Earnings
Fixed operating lease expense (a)		$	40	$	45		$	46
Variable operating lease expense		13		13			8
Total operating lease expense		$	53	$	58		$	54
Combined Statements of Cash Flows
Cash paid for amounts included in the measurement of operating lease liabilities		$	40	$	46		$	45
ROU assets obtained in exchange for operating lease obligations (non-cash activity)		24		17			31
Combined Balance Sheets				December 31, 2022			December 31, 2021
Lease Assets and Liabilities	Classification
Operating lease ROU assets	Other long-term assets			$	117		$	131
Operating lease liabilities - current	Accrued expenses and other liabilities			$	32		$	34
Operating lease liabilities - long-term	Other long-term liabilities			91			101
Total operating lease liabilities				$	123		$	135
Weighted average remaining lease term				6 years			7 years
Weighted average discount rate				2.6		%	2.2		%

__________________

(a)Includes short-term leases and sublease income, both of which were immaterial.

The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2022 ($ in millions):

2023	$	34
2024	25
2025	18
2026	13
2027	11
Thereafter	32
Total operating lease payments	133
Less: imputed interest	(10)
Total operating lease liabilities	$	123

As of December 31, 2022, the Company had no additional significant operating or finance leases that had not yet commenced.

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS

As discussed in Note 2, goodwill arises from the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired less assumed liabilities and noncontrolling interests. Management

F-23

assesses the goodwill of each of its reporting units for impairment at least annually at the beginning of the fourth quarter and as “triggering” events occur that indicate that it is more likely than not that an impairment exists. The Company elected to bypass the optional qualitative goodwill assessment allowed by applicable accounting standards and performed a quantitative impairment test for all reporting units as this was determined to be the most effective method to assess for impairment across the reporting units.

The Company estimates the fair value of its reporting units primarily using a market approach, based on current trading multiples of EBITDA for companies operating in businesses similar to each of the Company’s reporting units, in addition to recent available market sale transactions of comparable businesses. In determining the estimated fair value of each reporting unit, the Company also applies a control premium. If the estimated fair value of the reporting unit is less than its carrying value, the Company will record an impairment.

As of December 31, 2022, the Company had three reporting units for goodwill impairment testing. As of the date of the 2022 annual impairment test, the carrying value of the goodwill included in each individual reporting unit ranged from $524 million to approximately $1.2 billion. No goodwill impairment charges were recorded for the years ended December 31, 2022, 2021 and 2020 and no “triggering” events have occurred subsequent to the performance of the 2022 annual impairment test. The factors used by management in its impairment analysis are inherently subject to uncertainty. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated and a charge would need to be taken against net earnings.

The following is a rollforward of the Company’s goodwill by segment ($ in millions):

	Water Quality		Product Quality & Innovation		Total
Balance, January 1, 2021	$	1,304	$	1,222	$	2,526
Attributable to 2021 acquisitions	44		4		48
Attributable to 2021 divestitures	—		(12)		(12)
Foreign currency translation and other	(33)		(27)		(60)
Balance, December 31, 2021	1,315		1,187		2,502
Attributable to 2022 acquisitions	—		38		38
Adjustments due to finalization of purchase price allocations	—		1		1
Foreign currency translation and other	(38)		(27)		(65)
Balance, December 31, 2022	$	1,277	$	1,199	$	2,476

Finite-lived intangible assets are amortized over their legal or estimated useful life. The following summarizes the gross carrying value and accumulated amortization for each major category of intangible asset as of December 31 ($ in millions): 

	2022				2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Finite-lived intangibles:
Customer relationships	$	588	$	(457)	$	588	$	(426)
Patents, technology and other intangibles	271		(228)		282		(224)
Total finite-lived intangibles	859		(685)		870		(650)
Indefinite-lived intangibles:
Trademarks and trade names	305		—		313		—
Total intangibles	$	1,164	$	(685)	$	1,183	$	(650)

During 2022 and 2021 the Company acquired finite-lived intangibles consisting primarily of developed technology and customer relationships. Refer to Note 2 for additional information on the intangible assets acquired.

F-24

The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Indefinite-lived intangibles are subject to impairment testing at least annually or more frequently if events or changes in circumstances indicate that potential impairment exists. The Company identified impairment triggers during 2022 in the Water Quality segment and during 2020 in the Product Quality & Innovation segment which resulted in the impairment of certain long-lived assets, including trade names and other intangible assets. The Company recorded impairment charges totaling $9 million and $17 million during 2022 and 2020, respectively, related to these long-lived assets in selling, general and administrative expenses in the Combined Statements of Earnings. The Company did not record any impairment charges during 2021.

Total intangible amortization expense in 2022, 2021 and 2020 was $50 million, $62 million and $63 million, respectively. Based on the intangible assets recorded as of December 31, 2022, amortization expense is estimated to be $47 million during 2023, $35 million during 2024, $22 million during 2025, $21 million during 2026 and $18 million during 2027.  

NOTE 9. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities as of December 31 were as follows ($ in millions):

	2022				2021
	Current		Noncurrent		Current		Noncurrent
Compensation and benefits	$	211	$	57	$	227	$	64
Pension and postretirement benefits	5		13		5		54
Taxes, income and other	66		264		58		265
Deferred revenue	192		14		175		13
Sales and product allowances	27		—		24		—
Operating lease liabilities	32		91		34		101
Other	150		23		134		21
Total	$	683	$	462	$	657	$	518

NOTE 10. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFIT PLANS

Certain of the Company's employees participate in noncontributory defined benefit pension plans and under certain of these plans, benefit accruals continue. In general, the Company’s policy is to fund these plans based on considerations relating to legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

F-25

The following sets forth the funded status of the Company's plans as of the most recent actuarial valuations using measurement dates of December 31 ($ in millions):

	2022		2021
Change in benefit obligation:
Benefit obligation at beginning of year	$	(182)	$	(187)
Service cost	(5)		(6)
Interest cost	(1)		(1)
Participant contributions	(2)		(2)
Plan amendments	—		6
Plan settlements and curtailments	4		6
Benefits and other expenses paid	2		2
Plan combinations	—		(14)
Actuarial gain	37		7
Foreign exchange rate impact	5		7
Benefit obligation at end of year	(142)		(182)
Change in plan assets:
Fair value of plan assets at beginning of year	123		114
Actual return on plan assets	3		3
Employer contributions	5		5
Participant contributions	2		2
Settlements	(4)		(5)
Benefits and other expenses paid	(2)		(2)
Plan combinations	—		11
Foreign exchange rate impact	(3)		(5)
Fair value of plan assets at end of year	124		123
Funded status	$	(18)	$	(59)

The largest contributor to the net actuarial gains affecting the benefit obligations in 2022 and 2021 is increases in the discount rates compared to the prior period.

Projected benefit obligation (“PBO”) and fair value of plan assets for pension plans and postretirement benefit plans with PBO’s in excess of plan assets ($ in millions):

	2022		2021
Projected benefit obligation	$	92	$	170
Fair value of plan assets	72		115

The year-over-year change in the amounts above reflects the benefit plans with a fair value of plan assets in excess of the PBO.

Accumulated benefit obligation (“ABO”) and fair value of plan assets for pension plans and postretirement benefit plans with ABO’s in excess of plan assets ($ in millions):

	2022		2021
Accumulated benefit obligation	$	62	$	156
Fair value of plan assets	53		115

The year-over-year change in the amounts above reflects the benefit plans with a fair value of plan assets in excess of the ABO.

F-26

Weighted average assumptions used to determine benefit obligations at date of measurement:

	2022		2021
Discount rate	2.9	%	0.6	%
Rate of compensation increase	2.5	%	2.1	%

In both 2022 and 2021, the medical trend rate used to determine the postretirement benefit obligation was 5.3%. The rate decreases gradually to an ultimate rate of 4.0% by 2046 and remains at that level thereafter. The trend rate is a significant factor in determining the amounts reported.

Components of net periodic pension and postretirement benefit (cost) ($ in millions):

	2022		2021
Service cost	$	(6)	$	(6)
Interest cost	(1)		(1)
Expected return on plan assets	2		2
Amortization of prior service credit	1		—
Amortization of net loss	(1)		(2)
Settlement and curtailment losses	—		(1)
Net periodic pension cost	$	(5)	$	(8)

The components of the net periodic benefit (cost) of the noncontributory defined benefit pension plans and other postretirement employee benefit plans other than service cost are included in other income (expense), net in the Combined Statements of Earnings.

Weighted average assumptions used to determine net periodic pension benefit (cost) at date of measurement:

	2022		2021
Discount rate	0.6	%	0.3	%
Expected long-term return on plan assets	2.3	%	2.3	%
Rate of compensation increase	2.1	%	2.1	%

The discount rate reflects the market rate on December 31 of the prior year for high-quality fixed-income investments with maturities corresponding to the Company’s benefit obligations and is subject to change each year.

Included in accumulated other comprehensive income (loss) as of December 31, 2022 are the following amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service credit of $7 million ($6 million, after-tax) and unrecognized actuarial gains of $9 million ($8 million, after-tax). The unrecognized losses and prior service cost, net, is calculated as the difference between the actuarially determined projected benefit obligation and the value of the plan assets less accrued pension costs as of December 31, 2022.

Selection of Expected Rate of Return on Assets

The expected rate of return reflects the asset allocation of the plans, and is based primarily on broad, publicly traded equity and fixed-income indices and forward-looking estimates of active portfolio and investment management. Long-term rate of return on asset assumptions for the plans were determined on a plan-by-plan basis based on the composition of assets and ranged from 1.3% to 3.5% in 2022 and 2021, with a weighted average rate of return assumption of 2.3% in 2022 and 2021.

Pension Plan Assets

The Company’s pension plan assets are invested in various insurance contracts as determined by the administrator of each plan. The value of the plan assets directly affects the funded status of the Company’s pension plans recorded in the Combined Financial Statements.

F-27

Insurance contracts are valued based upon the quoted prices of the underlying investments with the insurance company and are considered a Level 2 investment. The fair value of plan assets as of December 31, 2022 and 2021 was $124 million and $123 million, respectively.

The method described above may produce a fair value estimate that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes the valuation methods are appropriate and consistent with the methods used by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Expected Contributions

During 2023, the Company’s cash contribution requirements for its pension plans are expected to be approximately $5 million. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contributions, local practices, market conditions, interest rates and other factors.

The following sets forth benefit payments, which reflect expected future service, as appropriate, expected to be paid by the plans in the periods indicated ($ in millions):

2023	$	7
2024	6
2025	7
2026	7
2027	7
2028 - 2032	46

Other Matters

Substantially all employees not covered by defined benefit plans are covered by defined contribution plans, which generally provide for Company funding based on a percentage of compensation.

Expense for all defined benefit and defined contribution pension plans amounted to $44 million, $42 million and $37 million for the years ended December 31, 2022, 2021 and 2020, respectively.

NOTE 11. COMMITMENTS

Warranties

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty periods depend on the nature of the product and range from the date of such sale up to 20 years. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor and in certain instances estimated property damage. As of December 31, 2022 and 2021, the Company had accrued warranty liabilities of $32 million and $33 million, respectively.

Purchase Obligations

The Company has entered into agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancellable at any time without penalty. As of December 31, 2022, the aggregate amount of the Company’s purchase obligations totaled approximately $188 million and the majority of these obligations are expected to be settled during 2023.

F-28

NOTE 12. LITIGATION AND CONTINGENCIES

The Company is subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of its business (or related to the business operations of previously owned entities), including claims or counterclaims for damages arising out of the use of products or services and claims relating to intellectual property matters, employment matters, tax matters, commercial disputes, breach of contract claims, competition and sales and trading practices, environmental matters, personal injury, insurance coverage and acquisition or divestiture-related matters, as well as regulatory subpoenas, requests for information, investigations and enforcement. The Company may also from time to time become subject to lawsuits as a result of acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses divested by the Company or its predecessors. The types of claims made in lawsuits include claims for compensatory damages, consequential damages, punitive damages and/or injunctive relief.

While Parent maintains general, products, property, workers’ compensation, automobile, cargo, aviation, crime, cyber, fiduciary and directors’ and officers’ liability insurance (and has acquired rights under similar policies in connection with certain acquisitions) up to certain limits that cover certain of these claims, this insurance may be insufficient or unavailable to cover such losses. For general, products and property liability and most other insured risks, Parent purchases outside insurance coverage only for severe losses and must establish and maintain reserves with respect to amounts within the self-insured retention. In addition, while the Company believes it is entitled to indemnification from third-parties for some of these claims, these rights may also be insufficient or unavailable to cover such losses.

The Company records a liability in the Combined Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible it is disclosed and if the loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed. The Company’s reserves consist of specific reserves for individual claims and additional amounts for anticipated developments of these claims as well as for incurred but not yet reported claims. The specific reserves for individual known claims are quantified with the assistance of legal counsel and outside risk professionals where appropriate. In addition, outside risk professionals assist in the determination of reserves for incurred but not yet reported claims through evaluation of the Company’s specific loss history, actual claims reported and industry trends together with statistical and other factors. Reserve estimates may be adjusted as additional information regarding a claim becomes known. Because most contingencies are resolved over long periods of time, new developments (including litigation developments, the discovery of new facts, changes in legislation and outcomes of similar cases), changes in assumptions or changes in the Company’s strategy in any given period can require the Company to adjust the loss contingency estimates that have been recorded in the financial statements, record estimates for liabilities or assets previously not susceptible to reasonable estimates or pay cash settlements or judgments.

In addition, the Company’s operations, products and services are subject to numerous U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations concerning, among other things, the health and safety of our employees, the generation, storage, use and transportation of hazardous materials, emissions or discharges of substances into the environment, investigation and remediation of hazardous substances or materials at various sites, chemical constituents in products and end-of-life disposal and take-back programs for products sold. A number of the Company’s operations involve the handling, manufacturing, use or sale of substances that are or could be classified as hazardous materials within the meaning of applicable laws. Compliance with these laws and regulations has not had and, based on current information and the applicable laws and regulations currently in effect, is not expected to have a material effect on the Company’s capital expenditures, earnings or competitive position, and the Company does not anticipate material capital expenditures for environmental control facilities.

In addition to environmental compliance costs, the Company from time to time incurs costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices. The Company may also from time to time become party to personal injury, property damage or other claims brought by private parties alleging injury or damage due to the presence of, or exposure to, hazardous substances. If the Company determines that potential liability for a particular site or with respect to a

F-29

personal injury claim is known or considered probable and reasonably estimable, the Company accrues the total estimated loss, including investigation and remediation costs, associated with the site or claim.

While the Company actively pursues insurance recoveries, as well as recoveries from other potentially responsible parties, it does not recognize any insurance recoveries until realized or until such time as a sustained pattern of collections is established related to historical matters of a similar nature and magnitude. If the Company’s self-insurance and litigation reserves prove inadequate, it would be required to incur an expense equal to the amount of the loss incurred in excess of the reserves, which would adversely affect the Company’s Combined Financial Statements.

As of December 31, 2022, Parent on behalf of the Company had approximately $88 million of guarantees consisting primarily of outstanding standby letters of credit, bank guarantees and performance and bid bonds. These guarantees have been provided in connection with certain arrangements with vendors, customers, insurance providers, financing counterparties and governmental entities to secure the Company’s obligations and/or performance requirements related to specific transactions. The Company believes that if the obligations under these instruments were triggered, they would not have a material effect on its Combined Financial Statements.

NOTE 13. PARENT'S EQUITY AND STOCK-BASED COMPENSATION

Stock-Based Compensation

The Company has no stock-based compensation plans. Certain employees of the Company participate in the Parent’s stock-based compensation plans. The Parent measures and recognizes compensation expense related to share-based payments based on the fair value of the instruments issued. Stock-based compensation expense is generally recognized as a component of selling, general and administrative expense in the Combined Statements of Earnings, as payroll costs of the employees receiving the awards are recorded in the same line item.

Stock options, RSUs and PSUs have been issued to directors, officers and other employees under the Parent’s 2007 Omnibus Incentive Plan. The 2007 Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, RSUs, restricted stock, PSUs or any other stock-based award and cash-based awards. A total of approximately 127 million shares of Danaher common stock have been authorized for issuance under the 2007 Omnibus Incentive Plan. As of December 31, 2022, approximately 45 million shares of Parent’s common stock remain available for issuance under the 2007 Omnibus Incentive Plan.

Stock options granted prior to 2022 under the 2007 Omnibus Incentive Plan generally vest pro rata over a five-year period and terminate ten years from the grant date, though the specific terms of each grant are determined by the Compensation Committee of the Parent’s board (the “Compensation Committee”). Stock options granted subsequent to December 31, 2021 under the amended and restated 2007 Omnibus Incentive Plan generally vest pro rata over a four-year period and terminate ten years from the grant date, though specific terms of each grant are determined by the Compensation Committee. The Parent’s executive officers and certain other employees have been awarded options with different vesting criteria, and options granted to outside directors are fully vested as of the grant date. Option exercise prices for options granted by the Parent equal the closing price of the Parent’s common stock on the New York Stock Exchange (“NYSE”) on the date of grant.

RSUs issued under the 2007 Omnibus Incentive Plan provide for the issuance of a share of the Parent’s common stock at no cost to the holder. RSUs granted prior to 2022 to employees under the 2007 Omnibus Incentive Plan generally provide for pro rata time-based vesting over a five-year period, although executive officers and certain other employees have been awarded RSUs with different vesting criteria. RSUs granted subsequent to December 31, 2021 to employees under the amended and restated 2007 Omnibus Incentive Plan generally vest pro rata over a four-year period, although certain employees have been awarded RSUs with different vesting criteria. The RSUs that have been granted to directors under the 2007 Omnibus Incentive Plan vest on the earlier of the first anniversary of the grant date or the date of, and immediately prior to, the next annual meeting of the Parent’s stockholders following the grant date, but the underlying shares are not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board. Prior to vesting, RSUs granted under the 2007 Omnibus Incentive Plan do not have dividend equivalent rights, do not have voting rights and the shares underlying the RSUs are not considered issued and outstanding.

F-30

PSUs issued under the 2007 Omnibus Incentive Plan provide for the issuance of a share of the Parent’s common stock at no cost to the holder, vest based on specified performance criteria, are subject to an additional holding period following vesting and are entitled to dividend equivalent rights. The PSU dividend equivalent rights are subject to the same vesting and payment restrictions as the related shares, and the shares underlying the PSUs are not considered issued and outstanding.

The equity compensation awards granted by the Parent generally vest only if the employee is employed by the Parent (or in the case of directors, the director continues to serve on the Parent board) on the vesting date or in other limited circumstances, including following a qualifying retirement. To cover the exercise of options and vesting of RSUs and PSUs, the Parent generally issues new shares from its authorized but unissued share pool, although it may instead issue treasury shares in certain circumstances.

The Parent accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted based on the fair value of the award as of the grant date. The Parent recognizes the compensation expense over the requisite service period (which is generally the vesting period but may be shorter than the vesting period if the employee becomes retirement eligible before the end of the vesting period). The fair value for RSU awards was calculated using the closing price of the Parent’s common stock on the date of grant, adjusted for the fact that RSUs do not accrue dividends. The fair value of the PSU awards was calculated using a Monte Carlo pricing model. The fair value of the options granted was calculated using a Black-Scholes Merton option pricing model (“Black-Scholes”).

The following summarizes the assumptions used in the Black-Scholes model to value options granted during the years ended December 31:

	2022		2021		2020
Risk-free interest rate	1.8 – 4.0%		0.6 – 1.5%		0.3 – 1.3%
Weighted average volatility	30.3	%	29.8	%	24.3	%
Dividend yield	0.4	%	0.3	%	0.4	%
Expected years until exercise	5.0 – 7.5		5.0 – 7.5		5.0 – 8.0

The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of interest for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument whose maturity period equals or approximates the option’s expected term. Expected volatility is based on implied volatility from traded options on Parent’s stock and historical volatility of Parent’s stock. The dividend yield is calculated by dividing Parent’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. To estimate the option exercise timing used in the valuation model (which impacts the risk-free interest rate and the expected years until exercise), in addition to considering the vesting period and contractual term of the option, Parent analyzes and considers actual historical exercise experience for previously granted options. Parent stratifies its employee population into multiple groups for option valuation and attribution purposes based upon distinctive patterns of forfeiture rates and option holding periods, as indicated by the ranges set forth in the table above for the risk-free interest rate and the expected years until exercise.

The amount of stock-based compensation expense recognized during a period is also based on the portion of the awards that are ultimately expected to vest. Parent estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. Ultimately, the total expense recognized over the vesting period will equal the fair value of awards that actually vest.

F-31

The following summarizes the components of the Company’s stock-based compensation expense under Parent’s stock plans for the years ended December 31 ($ in millions):

	2022		2021		2020
RSUs/PSUs:
Pretax compensation expense	$	23	$	20	$	18
Income tax benefit	(4)		(3)		(3)
RSU/PSU expense, net of income taxes	19		17		15
Stock options:
Pretax compensation expense	18		14		12
Income tax benefit	(3)		(2)		(2)
Stock option expense, net of income taxes	15		12		10
Total stock-based compensation:
Pretax compensation expense	41		34		30
Income tax benefit	(7)		(5)		(5)
Total stock-based compensation expense, net of income taxes	$	34	$	29	$	25

Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Combined Statements of Earnings. As of December 31, 2022, $27 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately two years. As of December 31, 2022, $33 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.

The following summarizes the Company’s option activity under Parent’s stock plans (in millions; except weighted exercise price and number of years):

	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2020	3.2	$	79.87
Granted	0.5	163.19
Exercised	(0.6)	63.60
Outstanding as of December 31, 2020	3.1	96.45
Granted	0.4	235.84
Exercised	(0.6)	70.79
Cancelled/forfeited	(0.2)	142.01
Outstanding as of December 31, 2021	2.7	119.43
Granted	0.3	268.64
Exercised	(0.3)	82.11
Cancelled/forfeited	(0.4)	124.02
Outstanding as of December 31, 2022	2.3	142.96		5.7	$	279
Vested and expected to vest as of December 31, 2022 (1)	2.2	$	141.31	5.7	$	277
Vested as of December 31, 2022	1.3	$	100.60	4.3	$	216

__________________

(1)The “expected to vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options.

F-32

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between Parent’s closing stock price on the last trading day of 2022 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2022. The amount of aggregate intrinsic value will change based on the price of Parent’s common stock.

The weighted average per share grant-date fair values of options granted during 2022, 2021 and 2020 were $80.23, $63.62 and $38.36, respectively.

Options outstanding as of December 31, 2022 are summarized below (share amounts are in millions):

	Outstanding				Exercisable
Exercise Price	Shares	Average Exercise Price		Average Remaining Life (in years)	Shares	Average Exercise Price
$43.79 to 65.95	0.3	$	61.56	2	0.3	$	61.56
$65.96 to 86.08	0.4	80.27		3	0.4	80.27
$86.09 to 131.05	0.6	107.72		5	0.4	106.41
$131.06 to 234.68	0.6	187.30		7	0.2	176.67
$234.69 to 299.68	0.4	271.30		9	—	284.51

The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $68 million, $109 millionand $68 million, respectively. Exercise of options during the years ended December 31, 2022, 2021 and 2020 resulted in cash receipts of $29 million, $37 million, and $33 million, respectively. Upon exercise of the award by the employee, Parent derives a tax deduction measured by the excess of the market value over the grant price at the date of exercise. Parent realized a tax benefit of $11 million, $22 million, and $11 million in 2022, 2021 and 2020, respectively, related to the exercise of employee stock options. The net income tax benefit in excess of the expense recorded for financial reporting purposes (the “excess tax benefit”) has been recorded as an increase to net Parent investment.

The following summarizes information on unvested RSU and PSU activity (in millions; except weighted average grant-date fair value):

	Number of RSUs/PSUs	Weighted Average Grant-Date Fair Value
Unvested as of January 1, 2020	0.5	$	96.01
Granted	0.2	162.03
Vested	(0.2)	102.09
Unvested as of December 31, 2020	0.5	119.98
Granted	0.1	230.03
Vested	(0.2)	103.02
Unvested as of December 31, 2021	0.4	154.64
Granted	0.1	267.46
Vested	(0.1)	132.52
Forfeited	(0.1)	149.67
Unvested as of December 31, 2022	0.3	201.26

The Company realized a tax benefit of $4 million, $6 million and $4 million in each of the years ended December 31, 2022, 2021 and 2020, respectively, related to the vesting of RSUs and PSUs.

The excess tax benefit of $11 million, $24 million and $11 million related to the exercise of employee stock options and vesting of RSUs and PSUs for the years ended December 31, 2022, 2021 and 2020, respectively, has

F-33

been recorded as a reduction to the current income tax provision and is reflected as an operating cash inflow in the accompanying Combined Statements of Cash Flows.

In connection with the exercise of certain stock options and the vesting of RSUs previously issued by Parent, a number of shares sufficient to fund statutory minimum tax withholding requirements has been withheld from the total shares issued or released to the award holder (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the year ended December 31, 2022, 45 thousand shares with an aggregate value of $12 million were withheld to satisfy the requirement. During the year ended December 31, 2021, 47 thousand shares with an aggregate value of $11 million were withheld to satisfy the requirement. The withholding is treated as a reduction in net Parent investment in the accompanying Combined Statements of Equity.

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Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions).

	Foreign Currency Translation Adjustments		Pension and Postretirement Plan Benefit Adjustments			Accumulated Comprehensive Income (Loss)
Balance, January 1, 2020	$	(864)	$	(26)		$	(890)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	84		(12)			72
Income tax impact	—		2			2
Other comprehensive income (loss) before reclassifications, net of income taxes	84		(10)			74
Reclassification adjustments:
Increase (decrease)	—		2		(a)	2
Income tax impact	—		—			—
Reclassification adjustments, net of income taxes	—		2			2
Net other comprehensive income (loss), net of income taxes	84		(8)			76
Balance, December 31, 2020	(780)		(34)			(814)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	(88)		16			(72)
Income tax impact	—		(4)			(4)
Other comprehensive income (loss) before reclassifications, net of income taxes	(88)		12			(76)
Reclassification adjustments:
Increase (decrease)	—		3		(a)	3
Income tax impact	—		—			—
Reclassification adjustments, net of income taxes	—		3			3
Net other comprehensive income (loss), net of income taxes	(88)		15			(73)
Balance, December 31, 2021	(868)		(19)			(887)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	(100)		40			(60)
Income tax impact	—		(7)			(7)
Other comprehensive income (loss) before reclassifications, net of income taxes	(100)		33			(67)
Reclassification adjustments:
Increase (decrease)	—		—		(a)	—
Income tax impact	—		—			—
Reclassification adjustments, net of income taxes	—		—			—
Net other comprehensive income (loss), net of income taxes	(100)		33			(67)
Balance, December 31, 2022	$	(968)	$	14		$	(954)

__________________

(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension and postretirement cost (refer to Note 10 for additional details).

NOTE 14. RELATED-PARTY TRANSACTIONS

The Company has historically operated as part of Parent and not as a separate, publicly traded company. Accordingly, Parent has allocated certain shared costs to the Company that are reflected as expenses in these

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financial statements. Management considers the allocation methodologies used by Parent to be reasonable and to appropriately reflect the related expenses attributable to the Company for purposes of the carve-out financial statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate entity. In addition, the expenses reflected in the financial statements may not be indicative of expenses the Company will incur in the future.

Corporate Expenses

Certain corporate overhead and shared expenses incurred by Parent and its subsidiaries have been allocated to the Company and are reflected in the Combined Statements of Earnings. These amounts include, but are not limited to, items such as general management and executive oversight, costs to support Parent information technology infrastructure, facilities, compliance, human resources, marketing and legal functions and financial management and transaction processing including public company reporting, consolidated tax filings and tax planning, Parent benefit plan administration, risk management and consolidated treasury services, certain employee benefits and incentives and stock-based compensation administration. These costs are allocated using methodologies that management believes are reasonable for the item being allocated. Allocation methodologies include the Company’s relative share of revenues, headcount or functional spend as a percentage of the total. Refer to Note 13 for the stock-based compensation expense allocated to the Company related to the Parent’s stock-based compensation plans.

Insurance Programs Administered by Parent

In addition to the corporate allocations discussed above, the Company was allocated expenses related to certain insurance programs Parent administers on behalf of the Company, including workers compensation, property, cargo, automobile, crime, fiduciary, product, general and directors’ and officers’ liability insurance. These amounts are allocated using various methodologies, as described below.

Included within the insurance cost allocation are allocations related to programs for which Parent is self-insured up to a certain amount. For the self-insured component, Parent allocated costs to the Company based on the Company’s incurred claims. Parent has premium based policies which cover amounts in excess of the self-insured retentions. The Company is allocated a portion of the total insurance cost incurred by Parent based on its pro-rata portion of Parent’s total underlying exposure base. An estimated liability relating to the Company’s known and incurred but not reported claims has been allocated to the Company and reflected on the accompanying Combined Balance Sheets.

Medical Insurance Programs Administered by Parent

In addition to the corporate allocations noted above, the Company was allocated expenses related to the medical insurance programs Parent administers on behalf of the Company. These amounts were allocated using actual medical claims incurred during the period for the associated employees attributable to the Company.

Deferred Compensation Program Administered by Parent

Certain of the Company’s management employees participate in Parent’s nonqualified deferred compensation programs that allow Parent to make contributions and permit participants to defer a portion of their compensation, in each case on a pretax basis, until at or after their termination of employment. Participants may choose among alternative earning rates for the amounts they voluntarily defer, which are primarily based on investment options within Parent’s 401(k) program (except that the earnings rates for amounts contributed unilaterally by Parent are entirely based on changes in the value of Parent’s common stock). All amounts deferred under this plan are unfunded, unsecured obligations of Parent.

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The amounts of related party expenses allocated to the Company from Parent and its subsidiaries for the years ended December 31, 2022, 2021 and 2020, were as follows ($ in millions):

	2022		2021		2020
Allocated corporate expenses	$	49	$	47	$	55
Directly related charges:
Insurance programs expenses	7		6		5
Medical insurance programs expenses	87		85		76
Deferred compensation program expenses	3		3		2
Total related-party expenses	$	146	$	141	$	138

Revenue and other transactions entered into in the ordinary course of business

Certain of the Company’s revenue arrangements relate to contracts entered into in the ordinary course of business with Parent and Parent affiliates. The amount of related party revenue was $24 million, $25 million and $28 million for the years ended December 31, 2022, 2021 and 2020, respectively.

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ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

($ in millions)

Classification	Balance at Beginning of Period (a)		Charged to Costs & Expenses	Impact of Currency	Charged to Other Accounts (b)	Write Offs, Write Downs & Deductions	Balance at End of Period (a)
Year Ended December 31, 2022:
Allowances deducted from asset account
Allowance for doubtful accounts	$	36	9	(1)	—	(8)	$	36
Year Ended December 31, 2021:
Allowances deducted from asset account
Allowance for doubtful accounts	$	43	4	(2)	—	(9)	$	36
Year Ended December 31, 2020:
Allowances deducted from asset account
Allowance for doubtful accounts	$	34	8	3	4	(6)	$	43

__________________

(a)Amounts include allowance for doubtful accounts classified as both current and long-term in the accompanying Combined Balance Sheet.

(b)Amounts related to businesses acquired, net of amounts related to businesses disposed not included in discontinued operations, and amounts related to the adoption impact from ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

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ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED CONDENSED BALANCE SHEETS

($ in millions)

(unaudited)

	June 30, 2023		December 31, 2022
ASSETS
Current Assets:
Trade accounts receivable, less allowance for doubtful accounts of $33 and $34, respectively	$	809	$	816
Inventories:
Finished goods	143		145
Work in process	49		51
Raw materials	141		149
Total inventories	333		345
Prepaid expenses and other current assets	101		119
Total current assets	1,243		1,280
Property, plant and equipment, net of accumulated depreciation of $479 and $447, respectively	249		247
Other long-term assets	334		343
Goodwill	2,506		2,476
Other intangible assets, net	455		479
Total assets	$	4,787	$	4,825
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	392	$	440
Accrued expenses and other liabilities	618		683
Total current liabilities	1,010		1,123
Other long-term liabilities	491		462
Parent’s equity:
Net Parent investment	4,207		4,189
Accumulated other comprehensive income (loss)	(926)		(954)
Total Parent’s equity	3,281		3,235
Noncontrolling interests	5		5
Total equity	3,286		3,240
Total liabilities and equity	$	4,787	$	4,825

See the accompanying Notes to the unaudited Combined Condensed Financial Statements.

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ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED CONDENSED STATEMENTS OF EARNINGS

($ in millions)

(unaudited)

	Six-Month Period Ended
	June 30, 2023		July 1, 2022
Sales	$	2,478	$	2,403
Cost of sales	(1,046)		(1,048)
Gross profit	1,432		1,355
Operating costs:
Selling, general and administrative expenses	(738)		(710)
Research and development expenses	(113)		(112)
Operating profit	581		533
Nonoperating income (expense):
Other income (expense), net	(14)		—
Earnings before income taxes	567		533
Income taxes	(133)		(122)
Net earnings	$	434	$	411

See the accompanying Notes to the unaudited Combined Condensed Financial Statements.

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ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)

	Six-Month Period Ended
	June 30, 2023		July 1, 2022
Net earnings	$	434	$	411
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	28		(115)
Pension and postretirement plan benefit adjustments	—		1
Total other comprehensive income (loss), net of income taxes	28		(114)
Comprehensive income	$	462	$	297

See the accompanying Notes to the unaudited Combined Condensed Financial Statements.

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ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED CONDENSED STATEMENT OF EQUITY

($ in millions)

(unaudited)

	Net Parent Investment		Accumulated Other Comprehensive Income (Loss)		Total Parent’s Equity		Noncontrolling Interest
Balance, December 31, 2021	$	4,084	$	(887)	$	3,197	$	4
Net earnings for the period	411		—		411		—
Net transfers to Parent	(242)		—		(242)		—
Other comprehensive loss	—		(114)		(114)		—
Parent common stock-based award activity	22		—		22		—
Change in noncontrolling interests	—		—		—		1
Balance, July 1, 2022	$	4,275	$	(1,001)	$	3,274	$	5
Balance, December 31, 2022	$	4,189	$	(954)	$	3,235	$	5
Net earnings for the period	434		—		434		—
Net transfers to Parent	(438)		—		(438)		—
Other comprehensive income	—		28		28		—
Parent common stock-based award activity	22		—		22		—
Balance, June 30, 2023	$	4,207	$	(926)	$	3,281	$	5

See the accompanying Notes to the Combined Condensed Financial Statements.

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ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

COMBINED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)

	Six-Month Period Ended
	June 30, 2023		July 1, 2022
Cash flows from operating activities:
Net earnings	$	434	$	411
Noncash items:
Depreciation	20		21
Amortization	24		27
Stock-based compensation expense	22		22
Impairment of equity method investment	15		—
Change in trade accounts receivable, net	16		(88)
Change in inventories	16		(71)
Change in trade accounts payable	(53)		(18)
Change in prepaid expenses and other assets	8		3
Change in accrued expenses and other liabilities	(45)		(31)
Net cash provided by operating activities	457		276
Cash flows from investing activities:
Cash paid for acquisitions	—		(14)
Payments for additions to property, plant and equipment	(21)		(20)
Proceeds from sales of property, plant and equipment	2		—
Net cash used in investing activities	(19)		(34)
Cash flows from financing activities:
Net transfers to Parent	(438)		(242)
Net cash used in financing activities	(438)		(242)
Net change in cash and equivalents	—		—
Beginning balance of cash and equivalents	—		—
Ending balance of cash and equivalents	$	—	$	—

See the accompanying Notes to the unaudited Combined Condensed Financial Statements.

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ENVIRONMENTAL & APPLIED SOLUTIONS SEGMENT OF DANAHER CORPORATION

NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS

NOTE 1. GENERAL

The accompanying Combined Condensed Financial Statements present the historical financial position, results of operations, changes in Danaher Corporation’s (“Danaher” or “Parent”) equity and cash flows of the Environmental & Applied Solutions segment of Danaher (the “Company” or “Veralto”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the preparation of carved-out combined financial statements.

On September 14, 2022, Danaher Corporation announced its intention to spin-off its Environmental & Applied Solutions segment (“EAS segment”) into a publicly traded company (the “Separation”). On October 26, 2022, Danaher caused Veralto Corporation, a Delaware corporation and a wholly-owned subsidiary of Danaher, to be formed in order to facilitate the separation of the EAS segment from Danaher and subscribed for 100 shares of common stock of Veralto. Prior to the closing of the Separation, the EAS segment will be transferred to Veralto. The Separation will be in the form of a pro rata distribution of all of the outstanding shares of the Company’s common stock to the holders of Parent common stock. The distribution, together with certain related transactions, are expected to qualify as tax-free transactions to Danaher and its shareholders for U.S. Federal income tax purposes except to the extent that cash is paid to Danaher stockholders in lieu of fractional shares. The Separation is expected to be completed in the fourth quarter of 2023.

The Company’s unifying purpose is Safeguarding the World’s Most Vital Resources. Our diverse group of associates and leading operating companies provide 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 segments – Water Quality and Product Quality & Innovation. Through the Water Quality segment, the Company improves the quality and reliability of water through leading brands including Hach, Trojan Technologies and ChemTreat. Through the Product Quality & Innovation segment, the Company promotes consumer trust in products and helps enable product innovation through leading brands including Videojet, Linx, Esko, X-Rite and Pantone.

The Company has historically operated as part of Parent and not as a separate, publicly-traded company. The financial statements have been derived from Parent’s historical accounting records and are presented on a carve-out basis. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included as a component of the financial statements. The financial statements also include allocations of certain general, administrative, sales and marketing expenses from Parent’s corporate office to the Company and Parent’s investment, as applicable. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Parent. Related-party allocations are discussed further in Note 10.

As part of Parent, the Company is dependent upon Parent for all of its working capital and financing requirements as Parent uses a centralized approach to cash management and financing of its operations. Financial transactions relating to the Company are accounted for through the Parent investment account of the Company. Accordingly, none of Parent’s cash, cash equivalents or debt at the corporate level has been assigned to the Company in these Combined Financial Statements.

Net Parent investment, which includes retained earnings, represents Parent’s interest in the recorded net assets of the Company. All significant transactions between the Company and Parent have been included in the accompanying Combined Condensed Financial Statements. Transactions with Parent are reflected in the

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accompanying Combined Condensed Statements of Changes in Equity as “Net transfers to Parent” and in the accompanying Combined Condensed Balance Sheets within “Net Parent investment.”

All significant intercompany accounts and transactions between the businesses comprising the Company have been eliminated in the accompanying Combined Condensed Financial Statements.

The Combined Condensed Financial Statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The Combined Condensed Financial Statements included herein should be read in conjunction with the Combined Financial Statements as of and for the year ended December 31, 2022 and the Notes thereto included within this information statement.

In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of June 30, 2023 and December 31, 2022, its results of operations for the six-month periods ended June 30, 2023 and July 1, 2022 and its cash flows for each of the six-month periods then ended.

There have been no changes to the Company’s significant accounting policies described within this information statement that have a material impact on the Company’s Combined Condensed Financial Statements and the related Notes.

Operating Leases - As of June 30, 2023 and December 31, 2022, operating lease right-of-use assets where the Company was the lessee were $127 million and $117 million, respectively, and are included within other long-term assets in the accompanying Combined Condensed Balance Sheets. The associated operating lease liabilities were $131 million and $123 million as of June 30, 2023 and December 31, 2022, respectively, and are included in accrued expenses and other liabilities and other long-term liabilities.

Prepaid Expenses and Other Current Assets—Prepaid expenses and other current assets primarily result from advance payments to vendors for good and services and are capitalized until the related goods are received or services are performed. Included in the Company’s prepaid expenses and other current assets as of June 30, 2023 and December 31, 2022 are prepaid expenses of $86 million and $102 million, respectively.

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NOTE 2. REVENUE

The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the six-month periods ended June 30, 2023 and July 1, 2022 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenue.

	Water Quality		Product Quality & Innovation		Total
For the Six-Month Period Ended June 30, 2023:
Geographical region:
North America (a)	$	827	$	331	$	1,158
Western Europe	265		298		563
Other developed markets (b)	33		27		60
High-growth markets (c)	360		337		697
Total	$	1,485	$	993	$	2,478
Revenue type:
Recurring (Consumables, services and spare parts)	$	859	$	607	$	1,466
Nonrecurring (Equipment)	626		386		$	1,012
Total	$	1,485	$	993	$	2,478
For the Six-Month Period Ended July 1, 2022:
Geographical region:
North America (a)	$	769	$	339	$	1,108
Western Europe	249		290		539
Other developed markets (b)	34		31		65
High-growth markets (c)	338		353		691
Total	$	1,390	$	1,013	$	2,403
Revenue type:
Recurring (Consumables, services and spare parts)	$	805	$	610	$	1,415
Nonrecurring (Equipment)	585		403		988
Total	$	1,390	$	1,013	$	2,403

__________________

(a)The Company defines North America as the United States and Canada.

(b)The Company defines other developed markets as Japan, Australia and New Zealand.

(c)The Company defines high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which encompass all markets outside of the developed markets and consist of Eastern Europe, the Middle East, Africa, Latin America (including Mexico) and Asia (with the exception of Japan, Australia and New Zealand). 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 standalone 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 and operating-type leases (“OTLs”). Nonrecurring revenue includes sales from equipment and sale-type leases (“STLs”). OTLs and STLs are included in the above revenue amounts. For the six-month periods ended June 30, 2023 and July 1, 2022, lease revenue was $39 million

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and $31 million, respectively. Service and software revenue was immaterial for all periods presented. Software revenues for a 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 June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $274 million. The Company expects to recognize revenue on approximately 43% of the remaining performance obligations over the next 12 months, 35% over the subsequent 12 months, and the remainder recognized thereafter.

The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities that are classified as either current or long-term in the Combined Condensed Balance Sheets based on the timing of when the Company expects to recognize revenue. As of June 30, 2023 and December 31, 2022, contract liabilities were $220 million and $206 million, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Combined Condensed Balance Sheets. Revenue recognized during the six-month periods ended June 30, 2023 and July 1, 2022, that was included in the opening contract liability balance was $126 million and $112 million, respectively.

NOTE 3. SEGMENT INFORMATION

The Company operates and reports its results in two separate business segments consisting of the Water Quality and Product Quality & Innovation segments. When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics. 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. Intersegment amounts are not significant and are eliminated to arrive at combined totals.

Segment results are shown below ($ in millions):

	Six-Month Period Ended
	June 30, 2023		July 1, 2022
Sales:
Water Quality	$	1,485	$	1,390
Product Quality & Innovation	993		1,013
Total	$	2,478	$	2,403
Operating profit:
Water Quality	$	348	$	300
Product Quality & Innovation	257		255
Other	(24)		(22)
Total	$	581	$	533

NOTE 4. INCOME TAXES

The following table summarizes the Company’s effective tax rate:

	Six-Month Period Ended
	June 30, 2023		July 1, 2022
Effective tax rate	23.5	%	22.9	%

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The Company’s effective tax rate for the six-month period ended June 30, 2023 differs from the U.S. federal statutory rate of 21.0% principally due to the Company’s earnings outside the United States that are taxed at rates different than the U.S. federal statutory rate, as well as state taxes, partially offset by net discrete tax benefits of $6 million primarily related to excess tax benefits from stock-based compensation.

The Company’s effective tax rate for the six-month period ended July 1, 2022 differs from the U.S. federal statutory rate of 21.0% principally due to the Company’s earnings outside the United States that are taxed at rates different than the U.S. federal statutory rate, as well as state taxes, partially offset by net discrete tax benefits of $8 million primarily related to excess tax benefits from stock-based compensation.

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, 2022 and Note 5 thereto included in this information statement.

NOTE 5. NONOPERATING INCOME (EXPENSE)

Other Components of Net Period Benefit Costs

The Company disaggregates the service cost component of net periodic benefit costs of noncontributory defined benefit pension plans and other postretirement employee benefit plans and presents the other components of net periodic benefit costs in other income (expense), net. These other components of net periodic benefit costs include the assumed rate of return on plan assets, partially offset by amortization of actuarial losses and interest and were less than $1 million for the six-month period ended June 30, 2023 and July 1, 2022.

Impairment of Equity Method Investment

During the six-month period ended June 30, 2023, the Company recorded an impairment of $15 million related to an equity method investment, which is reflected in nonoperating income (expense).

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

The following is a rollforward of the Company’s goodwill ($ in millions):

Balance, December 31, 2022	$	2,476
Foreign currency translation and other	30
Balance, June 30, 2023	$	2,506

The carrying value of goodwill by segment is summarized as follows ($ in millions):

	June 30, 2023		December 31, 2022
Water Quality	$	1,292	$	1,277
Product Quality & Innovation	1,214		1,199
Total	$	2,506	$	2,476

The Company has not identified any “triggering” events which indicate the impairment of goodwill in the six-month periods ended June 30, 2023 and July 1, 2022.

The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company identified impairment triggers during the second quarters of 2023 and 2022 which resulted in the impairment of certain long-lived assets, including customer relationships in 2023 and technology and customer relationships in 2022. The Company recorded impairment charges totaling $6 million and $9 million in the six-month periods ended June 30, 2023 and July 1, 2022, respectively, related to these long-lived assets.

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NOTE 7. DEFINED BENEFIT PLANS

The following sets forth the components of the Company’s net periodic benefit cost of the non-U.S. noncontributory defined benefit pension plans ($ in millions):

	Six-Month Period Ended
	June 30, 2023		July 1, 2022
Service cost	$	(2)	$	(3)
Interest cost	(2)		—
Expected return on plan assets	2		1
Amortization of net loss	—		(1)
Net periodic pension cost	$	(2)	$	(3)

The service cost component of net periodic benefit costs is presented in cost of goods sold and selling, general and administrative expenses while the other cost components are presented in other income (expense), net.

Employer Contributions

During 2023, the Company’s cash contribution requirements for its pension plans are expected to be approximately $5 million. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

NOTE 8. 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 12 of the Company’s financial statements as of and for the year ended December 31, 2022 included in this information statement.

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty periods depend on the nature of the product and range from the date of such sale up to twenty years. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor and in certain instances estimated property damage. As of June 30, 2023 and December 31, 2022, the Company had accrued warranty liabilities of $34 million and $32 million, respectively.

NOTE 9. PARENT'S EQUITY AND STOCK-BASED COMPENSATION

For a full description of the Parent’s stock-based compensation programs in which certain employees of the Company participate, reference is made to Note 13 of the Company’s financial statements as of and for the year ended December 31, 2022 included in this information statement. As of June 30, 2023, approximately 41 million shares of the Parent’s common stock were reserved for issuance under the Parent’s 2007 Omnibus Incentive Plan.

F-49

The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):

	Six-Month Period Ended
	June 30, 2023		July 1, 2022
Restricted stock units (“RSUs”) / Performance stock units (“PSUs”):
Pretax compensation expense	$	12	$	12
Income tax benefit	(1)		(2)
RSU/PSU expense, net of income taxes	11		10
Stock options:
Pretax compensation expense	10		10
Income tax benefit	(2)		(2)
Stock option expense, net of income taxes	8		8
Total stock-based compensation:
Pretax compensation expense	22		22
Income tax benefit	(3)		(4)
Total stock-based compensation expense, net of income taxes	$	19	$	18

Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Combined Condensed Statements of Earnings. As of June 30, 2023, $35 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately two years. As of June 30, 2023, $41 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

Accumulated other comprehensive income (loss) refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to Parent’s equity. Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries.

F-50

The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions).

	Foreign Currency Translation Adjustment		Pension and Postretirement Plan Benefit Adjustments			Accumulated Comprehensive Income (Loss)
For the Six-Month Period Ended June 30, 2023:
Balance, December 31, 2022	$	(968)	$	14		$	(954)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	28		—			28
Income tax impact	—		—			—
Other comprehensive income (loss) before reclassifications, net of income taxes	28		—			28
Reclassification adjustments:
Increase (decrease)	—		—			—
Income tax impact	—		—			—
Reclassification adjustments, net of income taxes	—		—			—
Net other comprehensive income (loss), net of income taxes	28		—			28
Balance, June 30, 2023	$	(940)	$	14		$	(926)
For the Six-Month Period Ended July 1, 2022:
Balance, December 31, 2021	$	(868)	$	(19)		$	(887)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	(115)		—			(115)
Income tax impact	—		—			—
Other comprehensive income (loss) before reclassifications, net of income taxes	(115)		—			(115)
Reclassification adjustments:
Increase (decrease)	—		1		(a)	1
Income tax impact	—		—			—
Reclassification adjustments, net of income taxes	—		1			1
Net other comprehensive income (loss), net of income taxes	(115)		1			(114)
Balance, July 1, 2022	$	(983)	$	(18)		$	(1,001)

__________________

(a)    This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension and postretirement cost (refer to Note 7 for additional details).

NOTE 10. RELATED PARTY TRANSACTIONS

The Company has historically operated as part of Parent and not as a separate, publicly traded company. Accordingly, Parent has allocated certain shared costs to the Company that are reflected as expenses in these financial statements. Management considers the allocation methodologies used by Parent to be reasonable and to appropriately reflect the related expenses attributable to the Company for purposes of the carve-out financial statements; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate entity. In addition, the expenses reflected in the financial statements may not be indicative of expenses the Company will incur in the future.

For a full description of the Company’s related party transactions, refer to Note 14 of the Company’s financial statements as of and for the year ended December 31, 2022 included in this information statement.

F-51

The amounts of related party expenses allocated to the Company from Parent and its subsidiaries for the six-month periods ended June 30, 2023 and July 1, 2022, were as follows ($ in millions):

	Six-Month Period Ended
	June 30, 2023		July 1, 2022
Allocated Corporate Expenses	$	27	$	23
Directly related charges:
Insurance programs expenses	4		3
Medical insurance programs expenses	41		43
Deferred compensation program expenses	2		2
Total related-party expenses	$	74	$	71

Revenue and other transactions entered into in the ordinary course of business

Certain of the Company’s revenue arrangements relate to contracts entered into in the ordinary course of business with Parent and Parent affiliates. Related party revenue was $14 million and $11 million for the six-month periods ended June 30, 2023 and July 1, 2022, respectively.

F-52

Report of Independent Registered Public Accounting Firm

To the Stockholder and the Board of Directors of Veralto Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Veralto Corporation (the Company) as of December 31, 2022 and the related note. In our opinion, the balance sheet and related note present fairly, in all material respects, the financial position of the Company at December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

This balance sheet is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s balance sheet based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet and note are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the balance sheet and related note, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures relating to the balance sheet. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the balance sheet and related note. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the balance sheet and related note that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the balance sheet and related note and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2022.

Tysons, Virginia

March 31, 2023

F-53

VERALTO CORPORATION

BALANCE SHEET

(in whole dollars)

	December 31, 2022
ASSETS
Cash	$	—
Total assets	$	—
LIABILITIES AND EQUITY
Total liabilities	$	—
Equity:
Subscription receivable from Parent	(1)
Common stock—$0.01 par value, 100 shares authorized, issued and outstanding	1
Total equity	—
Total liabilities and equity	$	—

See the accompanying Note to the Balance Sheet.

F-54

VERALTO CORPORATION

NOTE TO THE BALANCE SHEET

NOTE 1. BUSINESS OVERVIEW AND BASIS OF PRESENTATION

On September 14, 2022, Danaher Corporation (“Danaher” or “Parent”) announced its intention to spin-off its Environmental & Applied Solutions segment (“EAS segment” or the “Company”) into a publicly traded company (the “Separation”). On October 26, 2022, Danaher caused Veralto Corporation, a Delaware corporation and a wholly-owned subsidiary of Danaher, to be formed in order to facilitate the separation of the EAS segment from Danaher and subscribed for 100 shares of common stock of Veralto. Veralto has engaged in no business operations to date and at December 31, 2022 Veralto had no assets or liabilities. Prior to the closing of the Separation, the EAS segment will be transferred to Veralto. The Separation will be in the form of a pro rata distribution of all of the outstanding shares of the Company’s common stock to the holders of Parent common stock. The distribution, together with certain related transactions, are expected to qualify as tax-free transactions to Danaher and its stockholders for U.S. Federal income tax purposes except to the extent that cash is paid to Danaher stockholders in lieu of fractional shares. The Separation is expected to be completed in the fourth quarter of 2023.

The accompanying balance sheet presents the historical financial position of Veralto in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

F-55

VERALTO CORPORATION

BALANCE SHEET

(in whole dollars)

(unaudited)

	June 30, 2023
ASSETS
Cash	$	—
Total assets	$	—
LIABILITIES AND EQUITY
Total liabilities	$	—
Equity:
Subscription receivable from Parent	(1)
Common stock—$0.01 par value, 100 shares authorized, issued and outstanding	1
Total equity	$	—
Total liabilities and equity	$	—

See the accompanying Note to the Balance Sheet.

F-56

VERALTO CORPORATION

NOTE TO THE BALANCE SHEET

NOTE 1. BUSINESS OVERVIEW AND BASIS OF PRESENTATION

On September 14, 2022, Danaher Corporation (“Danaher” or “Parent”) announced its intention to spin-off its Environmental & Applied Solutions segment (“EAS segment” or the “Company”) into a publicly traded company (the “Separation”). On October 26, 2022, Danaher caused Veralto Corporation, a Delaware corporation and a wholly-owned subsidiary of Danaher, to be formed in order to facilitate the separation of the EAS segment from Danaher and subscribed for 100 shares of common stock of Veralto. Veralto has engaged in no business operations to date and at June 30, 2023 Veralto had no assets or liabilities. Prior to the closing of the Separation, the EAS segment will be transferred to Veralto. The Separation will be in the form of a pro rata distribution of all of the outstanding shares of the Company’s common stock to the holders of Parent common stock. The distribution, together with certain related transactions, are expected to qualify as tax-free transactions to Danaher and its shareholders for U.S. Federal income tax purposes except to the extent that cash is paid to Danaher stockholders in lieu of fractional shares. The Separation is expected to be completed in the fourth quarter of 2023.

The accompanying balance sheet presents the historical financial position of Veralto in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

F-57

APPENDIX A

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Set forth below are reconciliations of Danaher’s non-GAAP financial measure to the comparable GAAP financial measure, based on Danaher’s actual 2022 performance.

RECONCILIATION OF 2022 ADJUSTED DILUTED EARNINGS PER SHARE (ADJUSTED EPS)

($ in millions, except per-share amounts)	Net Income		Diluted Net Earnings Per Share
2022 Net Income from Continuing Operations (for the Calculation of Diluted Net Earnings Per Common Share) or Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (GAAP)	$	7,123	$	9.66
Amortization of acquisition-related intangible assets	1,484		1.99
Fair value net losses on investments	271		0.36
Separation costs	9		0.01
Impairments and other charges	52		0.07
Loss on partial settlement of a defined benefit plan	10		0.01
Tax effect of the above adjustments	(366)		(0.48)
Discrete tax adjustments	(504)		(0.68)
Impact of MCPS securities on an “as converted” basis	86		—
Rounding	—		0.01
2022 Adjusted Net Income or Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (non-GAAP) (as disclosed in the Current Report on Form 8-K furnished by Danaher on January 24, 2023)	8,165		10.95
Acquisition-related gains and losses, including related after-tax operating profit and transaction costs	18		0.02
2022 Adjusted Net Income or Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (as calculated in accordance with the Company Payout Percentage formula pursuant to Danaher’s 2022 executive cash incentive compensation program) (non-GAAP)	$	8,183	$	10.97

A-1

RECONCILIATION OF 2022 ADJUSTED FREE CASH FLOW TO ADJUSTED NET INCOME RATIO (FREE CASH FLOW RATIO)

($ in millions)
Total cash provided by operating activities from continuing operations (GAAP)	$	8,519
Total cash used in investing activities from continuing operations (GAAP)	$	(2,234)
Total cash used in financing activities from continuing operations (GAAP)	$	(2,570)
Total cash provided by operating activities from continuing operations (GAAP)	$	8,519
Purchases of property, plant and equipment	(1,152)
Sales of property, plant and equipment	9
Cash flow impact of Adjustment Items	18
Adjusted Free Cash Flow (non-GAAP)	$	7,394
Total cash provided by operating activities from continuing operations (GAAP)	$	8,519
Net earnings from continuing operations (GAAP)	$	7,209
Operating cash flow from continuing operations to net earnings from continuing operations conversion ratio	118.2		%
Adjusted Free Cash Flow (non-GAAP)	$	7,394
Adjusted Net Income (non-GAAP)	$	8,183
Adjusted Free Cash Flow to Adjusted Net Income Ratio (non-GAAP)	90.4		%

RECONCILIATION OF 2022 CORE REVENUE GROWTH

	2022 vs. 2021
Total sales growth (GAAP)	7.0	%
Less the impact of:
Acquisitions/divestitures	(1.5)	%
Currency exchange rates	4.0	%
Core revenue growth (non-GAAP)	9.5	%

A-2

EX-99.2

Exhibit 99.2

Veralto Begins Trading as Public Company

Spun off from Danaher and carrying a legacy of operational excellence, new business seeks growth by Safeguarding the World’s Most Vital Resources™

WALTHAM, Mass. (Oct. 2, 2023) – Today marked the first day of regular way trading for Veralto (NYSE: VLTO) as it begins its new journey as a publicly traded company.

Veralto separated from its former parent, Danaher Corporation, on September 30, 2023. Now, it is a separate, publicly traded company, composed of 13 operating companies – Aquatic Informatics, ChemTreat, Esko, Hach, Linx, McCrometer, OTT HydroMet, Pantone, Sea-Bird Scientific, Trojan Technologies, Videojet, XOS, X-Rite – each a leading brand in its industry.

“At Veralto, we are driven by our purpose: Safeguarding the World’s Most Vital Resources,” said Jennifer L. Honeycutt, President and Chief Executive Officer of Veralto. “Billions of people around the world depend on our products and services to help make sure the water they drink, the food that they eat and the medicine they take are safe, and these critical needs drive not only our commitment to our customers, but also our ambition for long-term growth.”

The operating companies of Veralto:

•Aid in the treatment and recycling of 12 trillion gallons of water annually;

•Help ensure 3.4 billion people – or 40% of the world’s population – have safe drinking water every day;

•Collaborate with 45 of the world’s largest consumer packaged goods and pharmaceutical companies to authenticate their products for safety and traceability; and

•Mark and code 100,000 products every hour to assure compliance with regulatory requirements.

Veralto is organized into two segments:

•Water Quality, which provides a broad portfolio of water analytics and differentiated water treatment solutions that enable reliable delivery of safe drinking water by public and private utilities – from source water to the consumer and back into the water cycle.

•Product Quality and Innovation, which provides a broad set of solutions for brand owners and consumer packaged goods companies that enable speed to market as well as traceability and quality control of their products – playing a central role in helping customers ensure the safety of their products and build trust with their consumers.

The success of the Veralto operating companies is bolstered by the organization’s use of the Veralto Enterprise System (VES), a derivative of the Danaher Business System (DBS). The tools and processes of DBS have been well researched and documented for driving operational excellence, and VES will carry through the key tenets of the system.

Jennifer L. Honeycutt and the Veralto Executive Team will commemorate the new public listing of the company by ringing the opening bell at the New York Stock Exchange on Monday, October 9, 2023.

About Veralto

With annual sales of nearly $5 billion, Veralto is a global leader in essential technology solutions with a proven track record of solving some of the most complex challenges we face as a society. Our industry-leading companies with globally recognized brands are building on a long-established legacy of innovation and customer trust to create a safer, cleaner, more vibrant future. Headquartered in Waltham, Massachusetts, our global team of 16,000 associates is committed to making an enduring positive impact on our world and united by a powerful purpose: Safeguarding the World's Most Vital Resources™.

Forward-Looking Statements

Statements in this release that are not strictly historical, including any statements regarding events or developments that we anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things, those set forth in our SEC filings, including our registration statement on Form 10. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, Veralto does 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.

Media Relations Contact:

Steve Field

Vice President, Communications

steve.field@veralto.com

Investor Relations Contact:

Ryan Taylor

Vice President, Investor Relations

investors@veralto.com

XML

Cover	Sep. 27, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 27, 2023
Entity Registrant Name	Veralto Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41770
Entity Tax Identification Number	92-1941413
Entity Address, Address Line One	225 Wyman St.
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	630
Local Phone Number	860-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	VLTO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001967680
Amendment Flag	false
Current Fiscal Year End Date	--12-31