Teledyne Technologies (TDY) 10-K risk factor changes: FY2024 vs FY2023

The following discussion sets forth the material risk factors that could affect Teledyne’s financial condition and [added: operations.]

[removed: A possible recession in the U.S. or globally, continued] [added: Continued] economic slowdown in [removed: China, and higher interest rates] [added: China] may adversely affect us.

If another [removed: global] recession emerges, [added: either globally] or [removed: if economic growth] in [removed: China continues to slow,] [added: the United States,] we may experience declines in revenues, profitability and cash flows from reduced orders, payment delays, collection difficulties, increased price pressures for our products, increased risk of excess and obsolete inventories or other factors caused by the economic problems of our customers.

Economic growth in China [removed: had] [added: has] slowed since the COVID pandemic.

We develop and manufacture products for customers in the energy exploration and production markets, commercial aerospace markets, the semiconductor industry, and the consumer electronics, [removed: telecommunications and] [added: telecommunications,] automotive [added: and healthcare] industries; each of which has been cyclical, exhibited rapid changes and suffered from fluctuating market demands.

A cyclical downturn in [added: one or more of] these markets may materially affect future operating results.

[removed: In addition, we] [added: We] sell products and services to customers in industries that are sensitive to the level of general economic activity and consumer spending habits.

Higher interest rates may reduce capital spending by our existing and potential [removed: customers.][added: customers, which could result in lower sales of our products.]

[Table of [removed: Contents](#i6f83aac2124d408f8808118ad2df2224_7)][added: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)]

- new and proposed regulations limiting the enforcement of noncompetition and nonsolicitation agreements; [removed: and]

- pre-existing vulnerabilities, undetected malware and access management issues at the acquired business and [added: its] supply [removed: chain.][added: chain;]

For additional discussion of business acquisition, see the discussion under “Item [removed: 7.][added: [7](#id1dd119185ec4bc3bac90f54dbd94e19_43).]

Management’s Discussion and Analysis of Operations and Financial Condition” and Note [removed: [3](#i6f83aac2124d408f8808118ad2df2224_226).][added: [3](#id1dd119185ec4bc3bac90f54dbd94e19_229).]

[removed: Inflation and] [added: In] recent [added: years, inflation and] supply chain constraints [removed: have] resulted in sustained increases in the prices we pay for many of the components and raw materials used in our products.

In addition, we [removed: are experiencing] [added: have experienced] higher labor costs due to increased competition for personnel in many regions in which we operate as well as general inflationary conditions, and higher shipping costs due to labor and rising energy prices.

Escalating global trade [removed: tensions, especially between the U.S. and China, the conflict between Russia and Ukraine, the conflict in Israel and neighboring regions] [added: tensions] and the adoption or expansion of tariffs and trade restrictions could negatively impact us.

Our net sales to China-based customers represented approximately [removed: 4.7%] [added: 4% of total revenues in 2024] and [removed: 5.4%.][added: 2023, respectively.]

Further escalation of the “trade war” between the [removed: U.S.] [added: United States] and China, or [removed: the countries’ inability to reach further] [added: new] trade [removed: agreements,] [added: wars between the United States and other countries,] could result in continued or increased tariffs.

To the extent our products are the subject of retaliatory tariffs, customers [removed: in some countries or regions, such as China,] may begin to seek domestic or non-U.S. sources for products that we sell, or be pressured or incentivized by foreign governments not to purchase U.S.-origin goods, which could harm our future sales in these markets.

[removed: Additionally, many] [added: Many] countries, including China, India and Saudi Arabia, have bolstered laws or regulations requiring the use of local suppliers and in-country manufacturing, which has had a negative impact on Teledyne’s revenues of instrumentation, commercial aerospace, marine and digital imaging products, as we currently have limited manufacturing operations in these countries.

[removed: Additionally, recent] [added: Recent] export restrictions have had a significant impact on [removed: business as well.][added: business.]

[added: Furthermore, the United States] has imposed certain sectoral sanctions to limit Chinese development and manufacturing of semiconductor and supercomputer technology and have imposed comprehensive restrictions of both U.S.-origin items as well as non-U.S. items manufactured from U.S.-origin equipment.

In response, China has unveiled restrictions on exports from China of certain materials and components, including gallium and germanium which are used in semiconductor [removed: manufacturing.][added: manufacturing and which has impacted the production and pricing of some of our digital imaging products.]

These and other tariffs, trade restrictions and retaliatory measures could result in revenue reduction, price increases on material used in our products or [added: significant] production delays, which could adversely affect our business, financial condition, operational results and cash flows.

[removed: The continuing conflict between Russia and Ukraine] [added: Global conflicts] could lead to [removed: further] disruption, instability and volatility in global markets and industries that could negatively impact our [removed: operations.][added: operations.]

[removed: Energy] [added: The continuing conflict between Russia and Ukraine has led to energy] market disruptions and shortages [removed: caused by the war] [added: which] could result in the shutdown of or slowdowns at our manufacturing facilities, particularly those located in Europe, and may result in substantial increases in the cost of energy.

The conflict in Israel and neighboring [removed: regions] [added: region] could have a material impact on our business, especially if it escalates into a wider regional conflict.

In [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] sales to customers outside the United States accounted for approximately [removed: 49%] [added: 48%] and [removed: 47%] [added: 49%] of total net sales, respectively.

In both [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we sold products to customers in over 100 foreign countries.

In [removed: 2023,] [added: 2024,] the top five countries for sales to international customers, ranked by net sales, were the United Kingdom, China, [removed: Japan, Germany] [added: Germany, Japan] and [removed: Norway] [added: France] and represented approximately [removed: 21%] [added: 19%] of our total net sales.

- political and economic instability, including the war between Ukraine and Russia, the conflict in Israel and neighboring [removed: regions] [added: region] and potential hostilities between China and Taiwan;

- [added: existing and intensifying] global economic sanctions and export controls, including [removed: U.S.] export controls related to China, sanctions related to Russia, and [removed: increased scrutiny of] [added: increasingly complex regulations related to] exports of marine instruments, digital imaging and other products;

- [removed: failure to comply] [added: compliance] with [removed: anti-bribery legislation,] [added: anti-corruption laws,] including the U.S. Foreign Corrupt Practices [added: Act and the UK Bribery] Act;

- changes in tax laws and [removed: tariffs;][added: tariff rates;]

- additional deterioration in [removed: U.S.] [added: United States] - China and [removed: U.S.] [added: United States] - Russia relations;

- [removed: difficulties in] protection and enforcement of intellectual property rights;

- [removed: failure to comply] [added: compliance] with [removed: the foreign] [added: non-U.S.] data protection laws, including the EU General Data Protection Regulation (“GDPR”) in the European Union and the Personal Information Protection Law in China;

In addition to making our products manufactured in the [removed: U.S.] [added: United States] more expensive, a stronger dollar impacts the value of our foreign profits when translated back into dollars.

As a result, we experienced [removed: delays in] delivery [added: delays] and shortages of certain components and raw materials needed for many of the products we manufacture.

Any such delays [added: in the future] would reduce our revenue and margins for the periods affected and would also result in an increase in our inventory of other components, which would reduce our operating cash flow.

A possible recession in the United States or globally may adversely affect us.

- the incurrence of significant transaction costs, including for acquisitions which we may not complete; and

- the inadequacy of indemnification, insurance, escrows, holdbacks or other forms of protection for liabilities of the acquired company.

Higher interest rates and other factors could cause our customers to reduce capital spending, which could adversely impact us.

Some of our businesses are engaged in major development activities.

If we fail to execute on these development activities in a timely manner, our business could be negatively impacted.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

Risks Related to International Operations

We anticipate that future sales to international customers will continue to account for a significant and increasing percentage of our revenues.

- our ability to obtain export licenses in a timely manner;

- unauthorized release of export-controlled or otherwise protected information;

In early 2025, the new U.S. Presidential administration announced significant new tariffs on foreign imports into the United States, specifically from Mexico and Canada, all of which were subsequently postponed prior to becoming effective, and China, and has proposed additional new tariffs that may be implemented in the future, including on member states of the European Union and on commodities like steel, aluminum and titanium.

The administration has announced additional tariffs on steel and aluminum imports and has threatened to raise tariffs on semiconductors, pharmaceuticals and other products.

The extent and duration of increased tariffs and the resulting impact on general economic conditions

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

and on our business are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.

Uncertainty around whether and the extent to which new tariffs will be imposed could also impact our supply chain and the cost of our products.

We have significant operations in Canada and in member states of the European Union, which could be negatively impacted by a trade war with the United States.

These countries could impose retaliatory tariffs on imports from the United States.

New and expanding economic sanctions and export restrictions could impact our ability to sell our products.

Many key suppliers to our businesses, whether direct or indirect, are based in China.

Conflicts around the world could negatively impact our operations.

In-country manufacturing could result in lower demand for our products.

Several of our competitors in countries like China may be subsidized by state actors and as a result may be able to offer competing products at much lower prices than we can.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

We sell products in markets that are cyclical in nature and a downturn in one or more of these markets could materially impact our financial results.

The new Presidential administration has announced plans to significantly cut federal spending and the size of the federal government and has taken steps to reduce and reorganize the federal workforce at many agencies.

It is unclear how such cuts, if implemented, could impact our current and future business with the U.S. government.

If cuts to government personnel lead to staff shortages or disorganization at certain federal agencies, we may experience delays in obtaining contract awards or payments, the loss of current or future contracts, or delays in obtaining necessary permits, licenses or registrations.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

The Company is working to resolve a civil investigation by the U.S. Department of Justice relating to an ejection seat sequencer program and deliveries to the U.S. Government between 2006 and 2018 in which the use of counterfeit parts is alleged.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

Our commercial aerospace group produces products for use in commercial aviation.

Changes in production rates for major aircraft manufacturers, like Boeing and Airbus, impact our commercial aerospace businesses.

Boeing and Airbus recently have struggled to meet delivery targets due to supply chain issues and other challenges.

A strike by machinists at Boeing in 2024 lasted almost two months and resulted in a pause in aircraft production.

These factors have negatively impacted our sales to Airbus and Boeing and any future pauses or reductions in manufacturing could negatively impact our business.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

A change in policy direction related to environmental regulations and green energy could negatively impact demand for our monitoring instruments and energy systems products.

Many of our products are used by industrial customers and municipalities to monitor ambient air quality, water quality and gas and particulate emissions in order comply with regulatory requirements issued by the U.S. Environmental Protection Agency and other federal agencies.

operations.

While this market is expected by many to recover later in 2024, a delay in recovery may adversely impact our results of operations.

We also face risk that our addressable market for retrofit products will shrink further as airlines retire a significant number of aircraft in order to replace them with newer, more fuel-efficient planes.

Adverse economic conditions affecting these industries may reduce demand for our products and services, which would reduce our revenues.

Reduced demand for mobile phones and other consumer electronics will result in lower sales of our cameras and sensors products in our Digital Imaging segment.

Some of our businesses serve industries such as power generation and petrochemical refining, which may be negatively impacted in the event of future reductions in global capital expenditures and manufacturing capacity, or as a result of global environmental sustainability efforts.

Slower consumer spending in healthcare markets, reduced hospital budgets and high existing inventories of medical components could result in lower sales for businesses that sell products into this market.

While we conduct financial and other due diligence in connection with our acquisitions and generally seek some form of protection, such as indemnification from the seller, insurance coverage, and sometimes placing a portion of the purchase price in escrow or a holdback arrangement to cover potential liabilities, such acquired companies may have weaknesses or liabilities that are not accurately assessed or brought to our attention at the time of the acquisition.

Further, indemnities, insurance, escrow or holdback arrangements may not fully cover such matters.

Acquisitions of public companies, such as our acquisition of FLIR in 2021, typically do not include post-closing indemnities or escrows.

In connection with our acquisitions, including those acquisitions that we do not complete, we may incur significant transaction costs.

We are required to expense such transaction costs as incurred, which may have a material adverse impact on our financial results.

We expect inflationary pressures to persist in 2024, albeit at a lower rate than in 2023.

In response to higher costs, we have in some cases raised prices of our products, which could put these products at a competitive disadvantage.

In other cases, we may be unable to adjust our product pricing to reflect such higher costs.

of total revenues in 2023 and 2022, respectively.

Any tariffs or other trade restrictions affecting the import of products from China or any retaliatory trade measures taken by China in response to existing or future tariffs could have a material adverse effect on our results of operations.

Starting in 2018, the U.S. Government imposed tariffs on a wide range of goods imported from China, and China has retaliated by placing tariffs on various U.S. origin goods.

While both countries signed a preliminary trade agreement in January 2020 halting further tariffs and increasing sales of U.S. goods to China, the agreement leaves in place most tariffs on Chinese goods.

Furthermore, the U.S.

The U.S. Government and other governments in jurisdictions in which we operate have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls.

The impact of these measures, as well as potential responses to them by Russia, is currently unknown and they could adversely affect our business, supply chain, partners or customers.

We anticipate that future sales to international customers will continue to account for a significant and increasing percentage of our revenues, particularly since business and growth plans for many Teledyne businesses focus on sales outside of the United States including to emerging markets such as India, Brazil and West Africa.

- changes in legal and regulatory requirements, including complex trade compliance regulations;

- U.S. and foreign government policy changes affecting the markets for our products;

- inadvertent transfers of export-controlled information due to increased cross-border technology transfers and the use of offshore computer servers;

Certain international contracts may also include industrial cooperation agreements requiring specific in-country purchases, investments, manufacturing agreements or other financial obligations, known as offset obligations, and may provide for penalties if we fail to meet such requirements.

In 2022, the value of the U.S. dollar rose dramatically and rapidly in comparison to many currencies in jurisdictions where we sell our products.

Subsequent to the U.K. exiting the European Union (“E.U.”) in 2020, the E.U. and U.K. have entered into a Trade and Cooperation Agreement (“TCA”).

The TCA ensures tariff-free and quota-free trade in goods between the E.U and the U.K., but also introduces certain non-tariff barriers to trade.

To date, we have experienced some delays in the movement of goods between the U.K. and the E.U. and loss of access to the E.U. labor pool, none of which has been material.

Over time, the withdrawal of the U.K. from the E.U. may create further global economic uncertainty, which may adversely impact the economies of the U.K., the E.U. countries and other nations, may cause our current and future customers to reduce their spending on our products and services, and may cause certain E.U.-based customers to source products from businesses based outside of the U.K. Given our several U.K.-based businesses, volatility in the value of the British pound relative to the U.S. dollar, or other foreign currencies, could increase the cost of raw materials and components for our U.K.-based businesses and could otherwise adversely affect the business, operations and the financial condition of our U.K.-based businesses.

In some cases, we have had to commit to additional orders or longer-term contracts from suppliers to secure needed components and materials.

These supply chain constraints improved in 2023; however, some supply chain constraints remain, particularly with respect to certain types of semiconductors, integrated circuits, silicon wafers, specialized raw materials and chemicals, adhesives, engineered plastics and electronic components.

Migration of sources of supply of some of these materials and components from China and other countries with high geopolitical risk to the U.S. and other countries deemed to have lower geopolitical risk create additional risk and uncertainty with respect to lead times and the cost of materials and components.

Continuing or new supply shortages could result in delays in shipments to our customers during the period of such shortages.

We are experiencing increased competition for our most talented employees which may erode our competitive advantage, impair our ability to meet certain customer requirements or increase labor costs.

The failure by Congress to approve future budgets on a timely basis, and the increased frequency of Government “shutdowns” due to Congress failing to pass continuing resolutions in the absence of an approved budget, could delay procurement of our products and services and cause us to lose future revenues.

Also, defense spending does not necessarily correlate to continued business for us, because not all of the programs in which we participate or have current capabilities may be provided with continued funding.

Our Aerospace and Defense Electronics segment may be impacted by volume or price reductions in connection with the F-35 Joint Strike Fighter program, to the extent they are imposed.

Information about results of operations and financial conditions for [removed: 2021 and] 2022 [added: and 2023] can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K for the year ended [removed: January 1,] [added: December 31,] 2023.

[Table of [removed: Contents](#i6f83aac2124d408f8808118ad2df2224_7)][added: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)]

We continue to focus on balanced and disciplined capital deployment among capital expenditures, [removed: acquisitions] [added: acquisitions, stock repurchases] and product development.

[removed: See [Item 7a.](#i6f83aac2124d408f8808118ad2df2224_106) [](#i6f83aac2124d408f8808118ad2df2224_106)[Market Risk](#i6f83aac2124d408f8808118ad2df2224_106), [Note](#i6f83aac2124d408f8808118ad2df2224_220) [](#i6f83aac2124d408f8808118ad2df2224_220)[1](#i6f83aac2124d408f8808118ad2df2224_220)] [added: Market Risk](#id1dd119185ec4bc3bac90f54dbd94e19_103), [Note 1](#id1dd119185ec4bc3bac90f54dbd94e19_217)] and [removed: [Note](#i6f83aac2124d408f8808118ad2df2224_172) [1](#i6f83aac2124d408f8808118ad2df2224_172)[4](#i6f83aac2124d408f8808118ad2df2224_172)] [added: [Note 14](#id1dd119185ec4bc3bac90f54dbd94e19_274)] for additional discussion around our derivative instruments and hedging activities.

See [removed: Item 1a.][added: [Item 7](#id1dd119185ec4bc3bac90f54dbd94e19_103)[A](#id1dd119185ec4bc3bac90f54dbd94e19_103)[.]

Risk Factors for [removed: additional discussion.][added: further information.]

Consistent with our strategy, we completed two acquisitions each in [removed: 2023] [added: 2024] and in [removed: 2022.][added: 2023.]

Our [added: 2024 and] 2023 acquisitions were within the Digital Imaging and Instrumentation [removed: segments, and both acquisitions in 2022 were part of the Digital Imaging segment.][added: segments.]

See Note [removed: [3](#i6f83aac2124d408f8808118ad2df2224_226)] [added: [3](#id1dd119185ec4bc3bac90f54dbd94e19_229)] for additional information about our [removed: recent] [added: 2024 and 2023] business acquisitions.

Fiscal years [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] each contained 52 weeks.

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | | | | | | | |

[removed: | Selling, general] [added: *Selling, General] and [removed: administrative | | | | | | 1,208.3 | | | | | | 1,156.6 | | | | | | 51.7 | | | | | | 4.5 | | % | | | | | | |][added: Administrative Expense*]

| Acquired intangible asset amortization | | | | | | [removed: 196.7] [added: 198.0] | | | | | | [removed: 201.7] [added: 196.7] | | | | | | [removed: (5.0)] [added: 1.3] | | | | | | [removed: (2.5)] [added: 0.7] | | % | | | | | | |

| Total costs and expenses | | | | | | [removed: 4,601.1] [added: 4,680.9] | | | | | | [removed: 4,486.6] [added: 4,601.1] | | | | | | [removed: 114.5] [added: 79.8] | | | | | | [removed: 2.6] [added: 1.7] | | % | | | | | | |

| Operating income (loss) | | | | | | [removed: 1,034.4] [added: 989.1] | | | | | | [removed: 972.0] [added: 1,034.4] | | | | | | [removed: 62.4] [added: (45.3)] | | | | | | [removed: 6.4] [added: (4.4)] | | % | | | | | | |

| Net income (loss) attributable to Teledyne | | | | | | $ | [removed: 885.7] [added: 819.2] | | | | | $ | [removed: 788.6] [added: 885.7] | | | | | $ | [removed: 97.1] [added: (66.5)] | | | | | [removed: 12.3] [added: (7.5)] | | % | | | | | | |

| Diluted earnings per common share | | | | | | $ | [removed: 18.49] [added: 17.21] | | | | | $ | [removed: 16.53] [added: 18.49] | | | | | $ | [removed: 1.96] [added: (1.28)] | | | | | [removed: 11.9] [added: (6.9)] | | % | | | | | | |

Total year [removed: 2023] [added: 2024] net sales included [removed: $99.8] [added: $49.4] million in incremental net sales from current and prior year acquisitions.

Additional financial information about our business segments can be found in Note [removed: [4](#i6f83aac2124d408f8808118ad2df2224_229).][added: [4](#id1dd119185ec4bc3bac90f54dbd94e19_235).]

[removed: *2023] [added: *2024] compared with [removed: 2022*][added: 2023*]

| Net sales (dollars in millions) | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | |

| Aerospace and Defense Electronics | | | | | | | | | [removed: 726.5] [added: 776.8] | | | | | | [removed: 682.4] [added: 726.5] | | | | | | [removed: 44.1] [added: 50.3] | | | | | | [removed: 6.5] [added: 6.9] | | % |

| Total net sales | | | | | | | | | $ | [removed: 5,635.5] [added: 5,670.0] | | | | | $ | [removed: 5,458.6] [added: 5,635.5] | | | | | $ | [removed: 176.9] [added: 34.5] | | | | | [removed: 3.2] [added: 0.6] | | % |

| Results of operations (dollars in millions) | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | |

| Aerospace and Defense Electronics | | | | | | | | | [removed: 199.6] [added: 221.7] | | | | | | [removed: 184.1] [added: 199.6] | | | | | | [removed: 15.5] [added: 22.1] | | | | | | [removed: 8.4] [added: 11.1] | | % |

| Operating income (loss) | | | | | | | | | [removed: 1,034.4] [added: 989.1] | | | | | | [removed: 972.0] [added: 1,034.4] | | | | | | [removed: 62.4] [added: (45.3)] | | | | | | [removed: 6.4] [added: (4.4)] | | % |

| Interest and debt expense, net | | | | | | | | | [removed: (77.3)] [added: (57.9)] | | | | | | [removed: (89.3)] [added: (77.3)] | | | | | | [removed: 12.0] [added: 19.4] | | | | | | [removed: (13.4)] [added: (25.1)] | | % |

| Non-service retirement benefit income | | | | | | | | | [removed: 12.4] [added: 10.8] | | | | | | [removed: 11.4] [added: 12.4] | | | | | | [removed: 1.0] [added: (1.6)] | | | | | | [removed: 8.8] [added: (12.9)] | | % |

| Gain (loss) on debt extinguishment | | | | | | | | | [removed: 1.6] [added: —] | | | | | | [removed: 10.6] [added: 1.6] | | | | | | [removed: (9.0)] [added: (1.6)] | | | | | | [removed: (84.9)] [added: (100.0)] | | % |

| Other income (expense), net | | | | | | | | | [removed: (12.2)] [added: (4.1)] | | | | | | [removed: 3.4] [added: (12.2)] | | | | | | [removed: (15.6)] [added: 8.1] | | | | | | [removed: *] [added: (66.4)] | | [added: %] |

| Income (loss) before income taxes | | | | | | [removed: | | | 958.9 | | | | | | 908.1 | | | | | | 50.8] [added: $] | [added: 937.9] | | | | | [removed: 5.6] [added: $] | [added: 958.9] | [removed: %] |

| Provision (benefit) for income taxes | | | | | | [removed: | | | 72.3 | | | | | | 119.2 | | | | | | (46.9)] [added: $] | [added: 117.2] | | | | | [removed: (39.3)] [added: $] | [added: 72.3] | [removed: %] |

| Net income (loss) including noncontrolling interest | | | | | | | | | [removed: 886.6] [added: 820.7] | | | | | | [removed: 788.9] [added: 886.6] | | | | | | [removed: 97.7] [added: (65.9)] | | | | | | [removed: 12.4] [added: (7.4)] | | % |

| Less: Net income (loss) attributable to noncontrolling interest | | | | | | | | | [removed: 0.9] [added: 1.5] | | | | | | [removed: 0.3] [added: 0.9] | | | | | | 0.6 | | | | | | [removed: 200.0] [added: 66.7] | | % |

| Net income (loss) attributable to Teledyne | | | | | | | | | $ | [removed: 885.7] [added: 819.2] | | | | | $ | [removed: 788.6] [added: 885.7] | | | | | $ | [removed: 97.1] [added: (66.5)] | | | | | [removed: 12.3] [added: (7.5)] | | % |

[removed: |] * not meaningful [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

Net sales increased across [removed: all] [added: three of our four] business segments.

Refer to [removed: the] “Business Segment Operating Results” [removed: discussion] later in this section for additional discussion of changes in net sales.

Sales to international customers represented approximately [removed: 49%] [added: 48%] of net sales in [removed: 2023] [added: 2024] and [removed: 47%] [added: 49%] of net sales in [removed: 2022.][added: 2023.]

Approximately [removed: 25%] [added: 24%] and 25% of our total net sales [removed: 2023] [added: for 2024] and [removed: 2022,] [added: 2023,] respectively, were derived from contracts with agencies of, or prime contractors to, the U.S. Government.

In February 2025, the U.S. Presidential administration proposed certain orders directing the United States to potentially impose new tariffs on foreign imports impacting multiple countries, commodities and industries.

We are currently evaluating the potential impact of the proposed tariffs to our business and financial condition.

See our risks factor disclosure in Item [1A](#id1dd119185ec4bc3bac90f54dbd94e19_16).

Subsequent to the end of fiscal year 2024, we have completed two acquisitions.

See Note [18](#id1dd119185ec4bc3bac90f54dbd94e19_289) for additional information.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

Certain prior year amounts have been reclassified to conform to the current period presentation.

We now disclose research and development expense on a separate income statement line.

Research and development expense was previously included in selling, general and administrative expenses.

In addition, we historically included bid and proposal expense as part of its annual research and development expense disclosures.

We have not reclassified bid and proposal expense, which remains withing selling, general and administrative expense.

We also now disclose impairment of acquired intangible assets on a separate income statement line item.

Impairment of acquired intangible assets was previously included within selling, general and administrative expense.

| Net sales | | | | | | $ | 5,670.0 | | | | | $ | 5,635.5 | | | | | $ | 34.5 | | | | | 0.6 | | % | | | | | | |

| Cost of sales | | | | | | 3,235.2 | | | | | | 3,196.1 | | | | | | 39.1 | | | | | | 1.2 | | % | | | | | | |

| Selling, general and administrative | | | | | | 902.6 | | | | | | 852.0 | | | | | | 50.6 | | | | | | 5.9 | | % | | | | | | |

| Research and development | | | | | | 292.6 | | | | | | 356.3 | | | | | | (63.7) | | | | | | (17.9) | | % | | | | | | |

| Impairment of acquired intangible assets | | | | | | 52.5 | | | | | | — | | | | | | 52.5 | | | | | | * | | | | | | | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| Digital Imaging | | | | | | | | | $ | 3,070.8 | | | | | $ | 3,144.1 | | | | | $ | (73.3) | | | | | (2.3) | | % |

| Instrumentation | | | | | | | | | 1,382.6 | | | | | | 1,326.2 | | | | | | 56.4 | | | | | | 4.3 | | % |

| Engineered Systems | | | | | | | | | 439.8 | | | | | | 438.7 | | | | | | 1.1 | | | | | | 0.3 | | % |

| Digital Imaging | | | | | | | | | $ | 442.0 | | | | | $ | 517.4 | | | | | $ | (75.4) | | | | | (14.6) | | % |

| Instrumentation | | | | | | | | | 370.3 | | | | | | 338.3 | | | | | | 32.0 | | | | | | 9.5 | | % |

| Engineered Systems | | | | | | | | | 32.9 | | | | | | 44.7 | | | | | | (11.8) | | | | | | (26.4) | | % |

| Corporate expense | | | | | | | | | (77.8) | | | | | | (65.6) | | | | | | (12.2) | | | | | | 18.6 | | % |

Cost of sales increased in 2024, primarily driven by the impact of higher net sales as well as higher engineering costs.

Selling, general and administrative expense increased in 2024, primarily driven by higher sales across most segments.

Corporate expense in 2024 was $77.8 million, compared with $65.6 million in 2023, with the increase primarily related to higher compensation expense, including higher stock-based compensation as well as higher consulting and legal costs.

*Research and Development Expense*

Research and development expense decreased in 2024, primarily driven by a decrease within the Digital Imaging segment.

Acquired intangible asset amortization for 2024 was $198.0 million, compared with $196.7 million for 2023.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

*Impairment of Acquired Intangible Assets*

We recorded $52.5 million of pretax, non-cash trademark impairments in 2024 in the Digital Imaging and Instrumentation segments.

No comparative amounts were recorded in 2023.

Operating income decreased in 2024 primarily driven by $52.5 million of pretax, non-cash trademark impairments recorded in 2024.

No comparative amounts were recorded in 2023.

The effective tax rate decreased in 2024 compared to 2023 primarily due to lower reversals of unrecognized tax benefits in 2024 as well as lower research and development tax credits in 2024.

| | | | | | | | | | | | | | | |

We differentiate ourselves from many of our direct competitors by having a customer- and Company-sponsored applied research center that augments our product development expertise.

We have experienced supply chain challenges, including long lead times, as well as cost inflation for parts and components, logistics and labor due to availability constraints and high demand.

These supply chain challenges have also delayed our ability to timely convert backlog to revenue.

Although perhaps to a lesser extent compared to recent years, we expect cost inflation impacts and supply chain constraints to continue into 2024.

To date, we have not been materially impacted by the conflict in Israel and its effect on neighboring regions.

We do not have material assets in Israel.

Our total sales from Israel in 2023 and 2022 was less than 1.0% of total net sales, respectively.

As part of a continuing effort to reduce costs and improve operating performance, we may take and have taken actions to consolidate and relocate certain facilities and reduce headcount across various businesses, reducing our exposure to weaker end markets.

We continue to seek cost reductions in our businesses.

For 2023, 2022 and 2021, we recorded $12.0 million of costs, $0.5 million of benefits and $26.4 million of costs, respectively, related to these actions, with the majority of the costs included within selling, general and administrative expense within the Digital Imaging segment.

At December 31, 2023, $2.9 million remains to be paid related to actions taken in 2023.

In 2022, we, recorded a net benefit of $0.5 million, which related to $3.5 million of costs related to headcount or facility consolidation costs, partially offset by $4.0 million of income related to the favorable resolution of a facility consolidation charge within the Digital Imaging segment.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | | | | | | $ | 5,635.5 | | | | | $ | 5,458.6 | | | | | $ | 176.9 | | | | | 3.2 | | % | | | | | | |

| Cost of sales | | | | | | 3,196.1 | | | | | | 3,128.3 | | | | | | 67.8 | | | | | | 2.2 | | % | | | | | | |

Net income for 2023 and 2022 also included net discrete tax benefits of $137.5 million and $86.7 million, respectively.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Digital Imaging | | | | | | | | | $ | 3,144.1 | | | | | $ | 3,110.9 | | | | | $ | 33.2 | | | | | 1.1 | | % |

| Instrumentation | | | | | | | | | 1,326.2 | | | | | | 1,254.0 | | | | | | 72.2 | | | | | | 5.8 | | % |

| Engineered Systems | | | | | | | | | 438.7 | | | | | | 411.3 | | | | | | 27.4 | | | | | | 6.7 | | % |

| Digital Imaging | | | | | | | | | $ | 517.4 | | | | | $ | 519.3 | | | | | $ | (1.9) | | | | | (0.4) | | % |

| Instrumentation | | | | | | | | | 338.3 | | | | | | 295.3 | | | | | | 43.0 | | | | | | 14.6 | | % |

| Engineered Systems | | | | | | | | | 44.7 | | | | | | 39.2 | | | | | | 5.5 | | | | | | 14.0 | | % |

| Corporate expense | | | | | | | | | (65.6) | | | | | | (65.9) | | | | | | 0.3 | | | | | | (0.5) | | % |

Corporate expense in 2023 was $65.6 million, compared with $65.9 million in 2022.

Acquired intangible asset amortization for 2023 was $196.7 million, compared with $201.7 million for 2022, primarily related to decreased expense within the Digital Imaging and Instrumentation segments.

Operating income increased in 2023 due to higher operating income in each segment except the Digital Imaging segment.

In 2023, the Company repurchased and retired $10.0 million of its Fixed

Both the current and prior year discrete impact includes the resolution of uncertain tax positions which are primarily acquisition related and tax benefits on stock-based compensation.

| Discrete event expense (benefit) | | | | | | $ | 137.5 | | | | | $ | 86.7 | |

| Provision (benefit) for income taxes without discrete event expense (benefit) | | | | | | $ | 209.8 | | | | | $ | 205.9 | |

| Effective tax rate without discrete events | | | | | | 21.9% | | | | | | 22.7% | | |

| Net sales | | | | | | $ | 3,144.1 | | | | | $ | 3,110.9 | | | | | $ | 33.2 | | | | | 1.1% | | | | | | | | |

| Cost of sales | | | | | | $ | 1,711.4 | | | | | $ | 1,705.6 | | | | | $ | 5.8 | | | | | 0.3% | | | | | | | | |

| Selling, general and administrative expenses | | | | | | $ | 733.6 | | | | | $ | 702.3 | | | | | $ | 31.3 | | | | | 4.5% | | | | | | | | |

| Operating income | | | | | | $ | 517.4 | | | | | $ | 519.3 | | | | | $ | (1.9) | | | | | (0.4)% | | | | | | | | |

It also includes our customer- and Company-sponsored applied research center which benefits government programs and commercial businesses.

Total year 2023 net sales included $97.3 million in incremental net sales from current and prior year acquisitions as well as organic sales growth from X-ray products, infrared imaging detectors and surveillance systems, offset by lower sales of unmanned air and ground systems for defense applications, MEMS, and commercial maritime and commercial infrared products.

The decrease in operating income in 2023 reflected the impact of higher employee severance and facility consolidation costs, which included $9.4 million of expense in 2023 compared with $1.9 million of income in 2022.

The following description of our business should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Item [removed: [7](#i6f83aac2124d408f8808118ad2df2224_43)] [added: [7](#id1dd119185ec4bc3bac90f54dbd94e19_43)] of this Form 10-K.

Consistent with our strategy, we completed two acquisitions each in [removed: 2023] [added: 2024] and in [removed: 2022.][added: 2023.]

Our [added: 2024 and] 2023 acquisitions were within the Digital Imaging and Instrumentation [removed: segments, and both acquisitions in 2022 were part of the Digital Imaging segment.][added: segments.]

See Note [removed: [3](#i6f83aac2124d408f8808118ad2df2224_226)] [added: [3](#id1dd119185ec4bc3bac90f54dbd94e19_229)] for additional information about our [removed: recent] [added: 2024 and 2023] business acquisitions.

Additional financial information about our business segments can be found in Note [removed: [4](#i6f83aac2124d408f8808118ad2df2224_229).][added: [4](#id1dd119185ec4bc3bac90f54dbd94e19_235).]

| Segment contribution to total net sales: | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Digital Imaging | | | | | | [removed: 56] [added: 54] | | % | | | | [removed: 57] [added: 56] | | % | | | | [removed: 52] [added: 57] | | % |

| Instrumentation | | | | | | [removed: 23] [added: 24] | | % | | | | 23 | | % | | | | [removed: 25] [added: 23] | | % |

| Aerospace and Defense Electronics | | | | | | [removed: 13] [added: 14] | | % | | | | [removed: 12] [added: 13] | | % | | | | [removed: 14] [added: 12] | | % |

| Engineered Systems | | | | | | 8 | | % | | | | 8 | | % | | | | [removed: 9] [added: 8] | | % |

| [added: Total] | | | | | | 100 | | % | | | | 100 | | % | | | | 100 | | % |

We provide a range of cooled and uncooled infrared or thermal products, including sensors, camera cores and camera systems based on long wave infrared, mid-wave infrared, and [removed: short wave] [added: short-wave] infrared technologies.

[Table of [removed: Contents](#i6f83aac2124d408f8808118ad2df2224_7)][added: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)]

We manufacture complete autonomous-operated underwater vehicles [removed: systems.][added: systems, including underwater gliders.]

We develop, manufacture, sell and license high-performance oscilloscopes, high-speed protocol analyzers, [added: generators] and [added: emulators, and] related test and measurement solutions for a wide range of industries.

Design and test engineers use our protocol analysis [removed: solutions] [added: solutions, including traffic generators and emulators,] to [removed: monitor] accurately and reliably [added: monitor and test] high data-rate communication interfaces and diagnose operational problems in a wide range of systems and devices to ensure that they comply with industry standards, including in the areas of cloud computing, [added: data] storage and networks.

We also produce protocol validation and test tools for high-performance solid-state storage devices used in both [removed: enterprise-][added: enterprise-grade data centers and in consumer computing applications.]

Our [removed: recently introduced] interposers and software options allow engineers to get a complete picture when testing the PCI Express interface standard by enabling a link between an oscilloscope and a protocol [removed: analyzer.][added: analyzer to show a synchronized view of both the physical and protocol layers.]

Our Aerospace and Defense Electronics segment provides sophisticated electronic [added: and optical] components and subsystems, data acquisition and communications components and equipment, harsh environment interconnects, general aviation batteries and other components for a variety of commercial and defense applications that require high performance and high reliability.

We provide onboard avionics systems and ground-based applications that allow civil and military aircraft [removed: software] operators to access, manage and utilize their data more efficiently.

No commercial customer in [removed: 2023] [added: 2024] or [removed: 2022] [added: 2023] accounted for more than 10% of net sales for any of our segments or for the total Company.

Total sales to international customers were [removed: $2,740.1] [added: $2,731.1] million in [removed: 2023] [added: 2024] and [removed: $2,586.0] [added: $2,740.1] million in [removed: 2022.][added: 2023.]

Of these net sales to international customers, our businesses in the United States accounted for [removed: $900.5] [added: $950.0] million in [removed: 2023] [added: 2024] and [removed: $837.9] [added: $900.5] million in [removed: 2022.][added: 2023.]

In both [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we sold products to customers in over 100 foreign countries.

Approximately 90% of our net sales to international customers during [removed: 2023] [added: 2024] were made to customers in 30 foreign countries.

In [removed: 2023,] [added: 2024,] the top five countries for sales to international customers, ranked by net sales, were the United Kingdom, China, [removed: Japan, Germany] [added: Germany, Japan] and [removed: Norway] [added: France] and represented approximately [removed: 21%] [added: 19%] of our total net sales.

There were no sales to individual countries outside of the United States in excess of 10% of [removed: the Company’s] [added: our] sales.

| U.S. Government sales by segment: | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Digital Imaging | | | | | | $ | [removed: 570.7] [added: 557.1] | | | | | $ | [removed: 619.1] [added: 570.7] | | | | | $ | [removed: 515.9] [added: 619.1] | |

| Instrumentation | | | | | | [removed: 95.9] [added: 123.5] | | | | | | [removed: 108.1] [added: 95.9] | | | | | | [removed: 91.6] [added: 108.1] | | |

| Aerospace and Defense Electronics | | | | | | [removed: 330.3] [added: 307.5] | | | | | | [removed: 266.3] [added: 330.3] | | | | | | [removed: 227.2] [added: 266.3] | | |

| Engineered Systems | | | | | | [removed: 384.8] [added: 389.0] | | | | | | [removed: 366.4] [added: 384.8] | | | | | | [removed: 358.4] [added: 366.4] | | |

| Total U.S. Government sales | | | | | | $ | [removed: 1,381.7] [added: 1,377.1] | | | | | $ | [removed: 1,359.9] [added: 1,381.7] | | | | | $ | [removed: 1,193.1] [added: 1,359.9] | |

| Total U.S. Government sales as a percent of total net sales | | | | | | [removed: 24.5] [added: 24.3] | | % | | | | [removed: 24.9] [added: 24.5] | | % | | | | [removed: 25.9] [added: 24.9] | | % |

Our principal U.S. Government customer is the U.S. Department of Defense, with total net sales of [removed: $1,081.3] [added: $1,062.7] million and [removed: $1,065.1] [added: $1,081.3] million in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

With the exception of the Engineered Systems segment, no U.S Government program in [removed: 2023] [added: 2024] or [removed: 2022] [added: 2023] accounted for more than 10% of net sales for any of our segments or for the total Company.

In [added: 2024 and] 2023, the largest program with the U.S. Government within the Engineered Systems segment was the Marshall Operations, Systems, Services, and Integration II (“MOSSI II”) contract with the NASA Marshall Space Flight Center, which represented approximately [added: 16% and approximately] 17% of Engineered Systems net [removed: sales.][added: sales, respectively.]

In [removed: 2023,] [added: 2024,] approximately [removed: 79%] [added: 78%] of our U.S. Government prime contracts and subcontracts were fixed-price type contracts, compared to [removed: 80%] [added: 79%] in [removed: 2022,] [added: 2023,] with the remaining U.S. Government contracts related to cost-reimbursable contracts (“cost-type”) contracts.

Additionally, U.S. Government contracts are subject [added: to termination by the U.S. Government at its convenience, without identification of any default.]

During [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] contracts terminated by the U.S. Government did not materially impact our results of operations.

Subsequent to the end of the year, we have completed two acquisitions.

See Note [18](#id1dd119185ec4bc3bac90f54dbd94e19_289) for additional information.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

Most raw materials used in our operations are readily available.

At times we have experienced difficulty in procuring raw materials, components, sub-assemblies and other supplies required in our manufacturing processes due to shortages and supplier-imposed allocation of components.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | | | 67% | | | 48.5 | | | 10.2 | | | | | | 64% | | | 33% | | | 3% | | |

| Europe, the Middle East and Africa | | | 30% | | | 44.3 | | | 9.8 | | | | | | 66% | | | 26% | | | 8% | | |

Select, high-potential employees also receive strategic and operational leadership skills development through our leadership development program.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

We differentiate ourselves from many of our direct competitors by having a customer- and Company-sponsored applied research center that augments our product development expertise.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

This segment also includes our customer- and Company-sponsored applied research center.

grade data centers and in consumer computing applications.

In 2022, the largest program with the U.S. Government within the Engineered Systems segment was the Mission Operations and Integration contract with the NASA Marshall Space Flight Center, which represented approximately 11% of Engineered Systems net sales.

to termination by the U.S. Government at its convenience, without identification of any default.

Most raw materials used in our operations are readily available; however, we have experienced supply chain challenges in recent years, including increased lead times, as well as cost inflation for parts and components, logistics and labor due to availability constraints and high demand.

competitors, none of which we believe offer the same product and service lines or serve all of the same markets as we do.

Applications of our instruments provide scientists information that spans

| Americas | | | 69% | | | 48.4 | | | 10.0 | | | 62% | | | 32% | | | 6% | | |

| Europe, the Middle East and Africa | | | 28% | | | 43.3 | | | 9.9 | | | 62% | | | 25% | | | 13% | | |

Teledyne has a Corporate-led committee to oversee our diversity, equity and inclusion efforts.

The committee focuses on activities and initiatives to increase diverse representation and progression within our company.

Various initiatives include developing relationships with universities with higher underrepresentation, creating more diverse and larger talent pools, and increasing networking and referrals with diverse professional organizations.

We monitor diversity metrics on a global basis.

foundation of knowledge that can serve them throughout their career and that may allow them to progress to more responsible positions at Teledyne.

Our employees have access to Teledyne University, a learning platform.

Information pertaining to legal proceedings can be found in Note [removed: [17](#i6f83aac2124d408f8808118ad2df2224_289)] [added: [17](#id1dd119185ec4bc3bac90f54dbd94e19_283)] and is incorporated by reference herein.

[Table of [removed: Contents](#i6f83aac2124d408f8808118ad2df2224_7)][added: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)]

For the fiscal year ended December [removed: 31, 2023][added: 29, 2024]

| [removed: Thousand Oaks,] [added: California] | | | [removed: California] | | | | | | 91360-2362 | | |

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of Common Stock (based upon closing price of the stock on the New York Stock Exchange) of the registrant held by non-affiliates was approximately [removed: $18.9] [added: $18.0] billion.

At February [removed: 16, 2024,] [added: 12, 2025,] there were [removed: 47,376,363] [added: 46,834,810] shares of the registrant’s Common Stock outstanding.

Portions of the registrant’s proxy statement to be filed subsequently with the Securities and Exchange Commission pursuant to Regulation 14A for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.

| | | | | | | [removed: Page Number] [added: PAGE] | | |

| [removed: PART I] [added: [PART I](#id1dd119185ec4bc3bac90f54dbd94e19_10)] | | | | | | | | |

| | | | [Item 1. [removed: Business](#i6f83aac2124d408f8808118ad2df2224_13)] [added: Business](#id1dd119185ec4bc3bac90f54dbd94e19_13)] | | | [removed: [1](#i6f83aac2124d408f8808118ad2df2224_13)] [added: [1](#id1dd119185ec4bc3bac90f54dbd94e19_13)] | | |

| | | | [Item 1A. Risk [removed: Factors](#i6f83aac2124d408f8808118ad2df2224_16)] [added: Factors](#id1dd119185ec4bc3bac90f54dbd94e19_16)] | | | [removed: [6](#i6f83aac2124d408f8808118ad2df2224_16)] [added: [7](#id1dd119185ec4bc3bac90f54dbd94e19_16)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#i6f83aac2124d408f8808118ad2df2224_19)] [added: Comments](#id1dd119185ec4bc3bac90f54dbd94e19_19)] | | | [removed: [20](#i6f83aac2124d408f8808118ad2df2224_19)] [added: [21](#id1dd119185ec4bc3bac90f54dbd94e19_19)] | | |

| | | | [Item 2. [removed: Properties](#i6f83aac2124d408f8808118ad2df2224_22)] [added: Properties](#id1dd119185ec4bc3bac90f54dbd94e19_25)] | | | [removed: [21](#i6f83aac2124d408f8808118ad2df2224_22)] [added: [22](#id1dd119185ec4bc3bac90f54dbd94e19_25)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#i6f83aac2124d408f8808118ad2df2224_28)] [added: Proceedings](#id1dd119185ec4bc3bac90f54dbd94e19_28)] | | | [removed: [21](#i6f83aac2124d408f8808118ad2df2224_28)] [added: [22](#id1dd119185ec4bc3bac90f54dbd94e19_28)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#i6f83aac2124d408f8808118ad2df2224_31)] [added: Disclosures](#id1dd119185ec4bc3bac90f54dbd94e19_31)] | | | [removed: [21](#i6f83aac2124d408f8808118ad2df2224_31)] [added: [22](#id1dd119185ec4bc3bac90f54dbd94e19_31)] | | |

| [removed: PART II] [added: [PART II](#id1dd119185ec4bc3bac90f54dbd94e19_34)] | | | | | | | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6f83aac2124d408f8808118ad2df2224_37)] [added: Securities](#id1dd119185ec4bc3bac90f54dbd94e19_37)] | | | [removed: [21](#i6f83aac2124d408f8808118ad2df2224_37)] [added: [23](#id1dd119185ec4bc3bac90f54dbd94e19_37)] | | |

| | | | [Item [removed: 6.](#i6f83aac2124d408f8808118ad2df2224_40) [\[](#i6f83aac2124d408f8808118ad2df2224_40)Reserved\]] [added: 6.](#id1dd119185ec4bc3bac90f54dbd94e19_40) [\[](#id1dd119185ec4bc3bac90f54dbd94e19_40)[Reserved\]](#id1dd119185ec4bc3bac90f54dbd94e19_40)] | | | [removed: [21](#i6f83aac2124d408f8808118ad2df2224_40)] [added: [23](#id1dd119185ec4bc3bac90f54dbd94e19_40)] | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i6f83aac2124d408f8808118ad2df2224_43)s] [added: Operation](#id1dd119185ec4bc3bac90f54dbd94e19_43)[s](#id1dd119185ec4bc3bac90f54dbd94e19_43)] | | | [removed: [21](#i6f83aac2124d408f8808118ad2df2224_43)] [added: [23](#id1dd119185ec4bc3bac90f54dbd94e19_43)] | | |

| | | | [Item 7A. Quantitative and Qualitative [removed: Disclosure](#i6f83aac2124d408f8808118ad2df2224_106)[s](#i6f83aac2124d408f8808118ad2df2224_106)] [added: Disclosure](#id1dd119185ec4bc3bac90f54dbd94e19_103)[s](#id1dd119185ec4bc3bac90f54dbd94e19_103)] [About Market [removed: Risk](#i6f83aac2124d408f8808118ad2df2224_106)] [added: Risk](#id1dd119185ec4bc3bac90f54dbd94e19_103)] | | | [removed: [34](#i6f83aac2124d408f8808118ad2df2224_106)] [added: [38](#id1dd119185ec4bc3bac90f54dbd94e19_103)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#i6f83aac2124d408f8808118ad2df2224_112)] [added: Data](#id1dd119185ec4bc3bac90f54dbd94e19_109)] | | | [removed: [34](#i6f83aac2124d408f8808118ad2df2224_112)] [added: [38](#id1dd119185ec4bc3bac90f54dbd94e19_109)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6f83aac2124d408f8808118ad2df2224_118)] [added: Disclosure](#id1dd119185ec4bc3bac90f54dbd94e19_115)] | | | [removed: [34](#i6f83aac2124d408f8808118ad2df2224_118)] [added: [38](#id1dd119185ec4bc3bac90f54dbd94e19_115)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#i6f83aac2124d408f8808118ad2df2224_124)] [added: Procedures](#id1dd119185ec4bc3bac90f54dbd94e19_121)] | | | [removed: [34](#i6f83aac2124d408f8808118ad2df2224_124)] [added: [38](#id1dd119185ec4bc3bac90f54dbd94e19_121)] | | |

| | | | [Item 9B. Other [removed: Information](#i6f83aac2124d408f8808118ad2df2224_136)] [added: Information](#id1dd119185ec4bc3bac90f54dbd94e19_133)] | | | [removed: [34](#i6f83aac2124d408f8808118ad2df2224_136)] [added: [39](#id1dd119185ec4bc3bac90f54dbd94e19_133)] | | |

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6f83aac2124d408f8808118ad2df2224_142)] [added: Inspections](#id1dd119185ec4bc3bac90f54dbd94e19_139)] | | | [removed: [34](#i6f83aac2124d408f8808118ad2df2224_142)] [added: [39](#id1dd119185ec4bc3bac90f54dbd94e19_139)] | | |

| [removed: Part III] [added: [Part III](#id1dd119185ec4bc3bac90f54dbd94e19_142)] | | | | | | | | |

| | | | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i6f83aac2124d408f8808118ad2df2224_148)] [added: Governance](#id1dd119185ec4bc3bac90f54dbd94e19_145)] | | | [removed: [34](#i6f83aac2124d408f8808118ad2df2224_148)] [added: [40](#id1dd119185ec4bc3bac90f54dbd94e19_145)] | | |

| | | | [Item 11. Executive [removed: Compensation](#i6f83aac2124d408f8808118ad2df2224_154)] [added: Compensation](#id1dd119185ec4bc3bac90f54dbd94e19_151)] | | | [removed: [35](#i6f83aac2124d408f8808118ad2df2224_154)] [added: [40](#id1dd119185ec4bc3bac90f54dbd94e19_151)] | | |

| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6f83aac2124d408f8808118ad2df2224_160)] [added: Matters](#id1dd119185ec4bc3bac90f54dbd94e19_157)] | | | [removed: [35](#i6f83aac2124d408f8808118ad2df2224_160)] [added: [40](#id1dd119185ec4bc3bac90f54dbd94e19_157)] | | |

| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i6f83aac2124d408f8808118ad2df2224_166)] [added: Independence](#id1dd119185ec4bc3bac90f54dbd94e19_163)] | | | [removed: [35](#i6f83aac2124d408f8808118ad2df2224_166)] [added: [40](#id1dd119185ec4bc3bac90f54dbd94e19_163)] | | |

| | | | [Item 14. Principal Accountant Fees and [removed: Services](#i6f83aac2124d408f8808118ad2df2224_172)] [added: Services](#id1dd119185ec4bc3bac90f54dbd94e19_169)] | | | [removed: [35](#i6f83aac2124d408f8808118ad2df2224_172)] [added: [40](#id1dd119185ec4bc3bac90f54dbd94e19_169)] | | |

| | | | [Item 15. Exhibits and Financial Statement [removed: Schedules](#i6f83aac2124d408f8808118ad2df2224_181)] [added: Schedules](#id1dd119185ec4bc3bac90f54dbd94e19_178)] | | | [removed: [35](#i6f83aac2124d408f8808118ad2df2224_181)] [added: [41](#id1dd119185ec4bc3bac90f54dbd94e19_178)] | | |

| | | | [removed: [I](#i6f83aac2124d408f8808118ad2df2224_187)[ndex](#i6f83aac2124d408f8808118ad2df2224_187) [](#i6f83aac2124d408f8808118ad2df2224_187)[to](#i6f83aac2124d408f8808118ad2df2224_187) [F](#i6f83aac2124d408f8808118ad2df2224_187)[inancial](#i6f83aac2124d408f8808118ad2df2224_187) [S](#i6f83aac2124d408f8808118ad2df2224_187)[tatements and](#i6f83aac2124d408f8808118ad2df2224_187) [R](#i6f83aac2124d408f8808118ad2df2224_187)[elated](#i6f83aac2124d408f8808118ad2df2224_187) [I](#i6f83aac2124d408f8808118ad2df2224_187)[nformation](#i6f83aac2124d408f8808118ad2df2224_187)] [added: [I](#id1dd119185ec4bc3bac90f54dbd94e19_184)[ndex](#id1dd119185ec4bc3bac90f54dbd94e19_184) [](#id1dd119185ec4bc3bac90f54dbd94e19_184)[to](#id1dd119185ec4bc3bac90f54dbd94e19_184) [F](#id1dd119185ec4bc3bac90f54dbd94e19_184)[inancial](#id1dd119185ec4bc3bac90f54dbd94e19_184) [S](#id1dd119185ec4bc3bac90f54dbd94e19_184)[tatements and](#id1dd119185ec4bc3bac90f54dbd94e19_184) [R](#id1dd119185ec4bc3bac90f54dbd94e19_184)[elated](#id1dd119185ec4bc3bac90f54dbd94e19_184) [I](#id1dd119185ec4bc3bac90f54dbd94e19_184)[nformation](#id1dd119185ec4bc3bac90f54dbd94e19_184)] | | | [removed: [36](#i6f83aac2124d408f8808118ad2df2224_187)] [added: [42](#id1dd119185ec4bc3bac90f54dbd94e19_184)] | | |

| | | | [Item 16. Form 10-K [removed: Summary](#i6f83aac2124d408f8808118ad2df2224_304)] [added: Summary](#id1dd119185ec4bc3bac90f54dbd94e19_295)] | | | [removed: [72](#i6f83aac2124d408f8808118ad2df2224_304)] [added: [84](#id1dd119185ec4bc3bac90f54dbd94e19_295)] | | |

For a discussion of risk factors and uncertainties associated with Teledyne and any forward-looking statements made by us, see the discussion beginning on page [removed: [6](#i6f83aac2124d408f8808118ad2df2224_16)] [added: [7](#id1dd119185ec4bc3bac90f54dbd94e19_16)] of this Annual Report on Form 10-K.

In this document, for any references to Note [removed: [1](#i6f83aac2124d408f8808118ad2df2224_220)] [added: [1](#id1dd119185ec4bc3bac90f54dbd94e19_217)] through Note [removed: [18](#i6f83aac2124d408f8808118ad2df2224_292),] [added: [18](#id1dd119185ec4bc3bac90f54dbd94e19_289),] refer to the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

| Thousand Oaks | | | | | | | | | | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| | | | [Item 1C. C](#id1dd119185ec4bc3bac90f54dbd94e19_22)[ybersecurity](#id1dd119185ec4bc3bac90f54dbd94e19_22) | | | [21](#id1dd119185ec4bc3bac90f54dbd94e19_22) | | |

| [PART IV](#id1dd119185ec4bc3bac90f54dbd94e19_175) | | | | | | | | |

| | | | [Exhibit Index](#id1dd119185ec4bc3bac90f54dbd94e19_298) | | | [85](#id1dd119185ec4bc3bac90f54dbd94e19_298) | | |

| | | | [Signatures](#id1dd119185ec4bc3bac90f54dbd94e19_301) | | | [90](#id1dd119185ec4bc3bac90f54dbd94e19_301) | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| | | | [Item 1](#i6f83aac2124d408f8808118ad2df2224_2199023258248)[C](#i6f83aac2124d408f8808118ad2df2224_2199023258248)[.](#i6f83aac2124d408f8808118ad2df2224_2199023258248) [C](#i6f83aac2124d408f8808118ad2df2224_2199023258248)ybersecurity | | | [20](#i6f83aac2124d408f8808118ad2df2224_2199023258248) | | |

| PART IV | | | | | | | | |

| | | | [Exhibit Index](#i6f83aac2124d408f8808118ad2df2224_307) | | | [73](#i6f83aac2124d408f8808118ad2df2224_307) | | |

| | | | [Signatures](#i6f83aac2124d408f8808118ad2df2224_310) | | | [78](#i6f83aac2124d408f8808118ad2df2224_310) | | |

[removed: The Company has 76] [added: At December 29, 2024, we had 77] principal operating facilities in 20 states and 10 foreign countries.

[removed: The Company’s] [added: Our] executive offices are located in Thousand Oaks, California.

At December [removed: 31, 2023,] [added: 29, 2024,] our principal operating facilities by segment were located as follows (countries and states listed alphabetically):

- [removed: Digital] [added: Digital] Imaging - Belgium, Canada, Estonia, France, the Netherlands, Norway, Spain, Sweden, the United Kingdom and the United States

◦The United States includes principal operating facilities in California, Florida, Indiana, Maryland, Massachusetts, Montana, New [added: Hampshire, New] Jersey, Oklahoma, Oregon, and Pennsylvania

- [removed: Instrumentation] [added: Instrumentation] - Denmark, France, United Kingdom and the United States

- [removed: Engineered] [added: Engineered] Systems - the United States, including principal operating facilities in Alabama, Maryland and Tennessee

Subsequent to the end of fiscal year 2024, we have completed two acquisitions that are part of the Aerospace and Defense Electronics segment, with principal operating facilities in the United States (Texas and Ohio) as well as the United Kingdom.

See Note [18](#id1dd119185ec4bc3bac90f54dbd94e19_289) for additional information.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

As of February [removed: 16, 2024,] [added: 12, 2025,] there were [removed: 2,256] [added: 2,073] holders of record of the Common Stock.

Additional information required by this item is set forth in the [removed: 2024] [added: 2025] Proxy Statement under the caption and “Securities Authorized for Issuance Under Equity Compensation Plans” and is incorporated herein by reference.

*Common Stock*

*Dividends*

*Share Repurchase Program*

The following table sets forth the shares repurchased during each fiscal month during the fourth quarter of 2024:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal Month 2024 | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plans or programs (a) | | | | | | Maximum dollar value of shares that may yet be purchased under the plans or programs (in millions) (a) | | |

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| September 30 - November 3 | | | | | | 47,923 | | | | | | $ | 445.85 | | | | | 47,923 | | | | | | $ | 896.1 | |

| November 4 - December 1 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 896.1 | |

| December 2 - December 29 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 896.1 | |

| Total | | | | | | 47,923 | | | | | | $ | 445.85 | | | | | 47,923 | | | | | | | | |

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(a) On April 23, 2024, the Company’s Board of Directors authorized a new stock repurchase program to repurchase up to $1.25 billion of the Company’s common stock.

The authorized stock repurchase program does not have a stated expiration date.

*Securities Authorized for Issuance Under Existing Equity Compensation Plans*

We have stock repurchase programs authorized by our Board of Directors to repurchase up to approximately three million shares.

No repurchases were made since 2015.

Although we have no current plans to repurchase stock, up to approximately three million shares may be repurchased under the stock repurchase program.

See [Note](#i6f83aac2124d408f8808118ad2df2224_223) [2](#i6f83aac2124d408f8808118ad2df2224_223) for additional information about our stock repurchase program.

The information required by this item is included in this Report on pages [removed: [36](#i6f83aac2124d408f8808118ad2df2224_187)] [added: [42](#id1dd119185ec4bc3bac90f54dbd94e19_184)] through [removed: [72](#i6f83aac2124d408f8808118ad2df2224_301).][added: [84](#id1dd119185ec4bc3bac90f54dbd94e19_292).]

See the “Index to Financial Statements and Related Information” on page [removed: [36](#i6f83aac2124d408f8808118ad2df2224_187).][added: [42](#id1dd119185ec4bc3bac90f54dbd94e19_184).]

The Company’s Chief Executive Officer and [removed: Senior] [added: Executive] Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have evaluated the effectiveness, as of December [removed: 31, 2023,] [added: 29, 2024,] of the Company’s “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the disclosure controls and procedures as of December [removed: 31, 2023,] [added: 29, 2024,] are effective.

See Management Statement on page [removed: [37](#i6f83aac2124d408f8808118ad2df2224_190)] [added: [43](#id1dd119185ec4bc3bac90f54dbd94e19_187)] for management’s annual report on internal control over financial reporting.

See Report of Independent Registered Public Accounting Firm on page [removed: [38](#i6f83aac2124d408f8808118ad2df2224_193)] [added: [44](#id1dd119185ec4bc3bac90f54dbd94e19_190)] for Deloitte & Touche LLP’s attestation report on the Report of Management on Teledyne Technologies Incorporated’s Internal Control over Financial Reporting.

There was no change in the Company’s “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December [removed: 31, 2023,] [added: 29, 2024,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December [removed: 31, 2023.][added: 29, 2024.]

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

[added: The information required by this item is set forth in the 2025 Proxy Statement under the captions “Executive] Management”, “Item 1 on Proxy Card - Election of Directors,” “Board Composition and Practices,” “Corporate Governance,” “Committees of Our Board of Directors - Audit Committee” and “Report of the Audit Committee” and is incorporated herein by reference.

We have adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

In addition, with regard to the trading by the Company in its own securities, it is our policy to comply with the federal securities laws and applicable exchange listing requirements.

The information required by this item is set forth in the 2024 Proxy Statement under the captions “Executive

[Table of Contents](#i6f83aac2124d408f8808118ad2df2224_7)

The information required by this item is set forth in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Executive and Director Compensation” and “Personnel and Compensation Committee Report” incorporated herein by reference.

The information required by this item is set forth in the [removed: 2024] [added: 2025] Proxy Statement under the caption “Stock Ownership Information” and “Securities Authorized for Issuance Under Equity Compensation Plans” and is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Corporate Governance” and “Certain Transactions” and is incorporated herein by reference.

The information required by this item is set forth in the [removed: 2024] [added: 2025] Proxy Statement under the captions “Fees Billed by Independent Registered Public Accounting Firm” and “Audit Committee Pre-Approval Policies” under “Item 2 on Proxy Card - Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

See the “Index to Financial Statements and Related Information” on page [removed: [36](#i6f83aac2124d408f8808118ad2df2224_187)] [added: [42](#id1dd119185ec4bc3bac90f54dbd94e19_184)] of this Report, which is incorporated herein by reference.

See Schedule II captioned “Valuation and Qualifying Accounts” on page [removed: [72](#i6f83aac2124d408f8808118ad2df2224_301)] [added: [84](#id1dd119185ec4bc3bac90f54dbd94e19_292)] of this Report, which is incorporated herein by reference.

[Table of [removed: Contents](#i6f83aac2124d408f8808118ad2df2224_7)][added: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#i6f83aac2124d408f8808118ad2df2224_193)] [added: Firm](#id1dd119185ec4bc3bac90f54dbd94e19_193)] (PCAOB ID No. 34) | | | [removed: [38](#i6f83aac2124d408f8808118ad2df2224_193)] [added: [45](#id1dd119185ec4bc3bac90f54dbd94e19_193)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6f83aac2124d408f8808118ad2df2224_196)] [added: Firm](#id1dd119185ec4bc3bac90f54dbd94e19_190)] (PCAOB ID No. 34) | | | [removed: [39](#i6f83aac2124d408f8808118ad2df2224_196)] [added: [44](#id1dd119185ec4bc3bac90f54dbd94e19_190)] | | |

| [Consolidated Statements of [removed: Income](#i6f83aac2124d408f8808118ad2df2224_199)] [added: Comprehensive Income](#id1dd119185ec4bc3bac90f54dbd94e19_199) (Loss)] | | | [removed: [41](#i6f83aac2124d408f8808118ad2df2224_199)] [added: [48](#id1dd119185ec4bc3bac90f54dbd94e19_199)] | | |

[removed: | [Consolidated Statements of Comprehensive Income](#i6f83aac2124d408f8808118ad2df2224_202) | | | [41](#i6f83aac2124d408f8808118ad2df2224_202) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

[removed: | [Consolidated Balance Sheets](#i6f83aac2124d408f8808118ad2df2224_205) | | | [42](#i6f83aac2124d408f8808118ad2df2224_205) | | |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Stockholders’ Equity](#i6f83aac2124d408f8808118ad2df2224_211) | | | [43](#i6f83aac2124d408f8808118ad2df2224_211) | | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#i6f83aac2124d408f8808118ad2df2224_214) | | | [44](#i6f83aac2124d408f8808118ad2df2224_214) | | |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Notes to Consolidated Financial Statements](#i6f83aac2124d408f8808118ad2df2224_217) | | | [45](#i6f83aac2124d408f8808118ad2df2224_217) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i6f83aac2124d408f8808118ad2df2224_301)] [added: Accounts](#id1dd119185ec4bc3bac90f54dbd94e19_292)] | | | [removed: [72](#i6f83aac2124d408f8808118ad2df2224_301)] [added: [84](#id1dd119185ec4bc3bac90f54dbd94e19_292)] | | |

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December [removed: 31, 2023.][added: 29, 2024.]

Based on this evaluation we believe that, as of December [removed: 31, 2023,] [added: 29, 2024,] the Company’s internal controls over financial reporting were effective.

Their report appears on page [removed: [38](#i6f83aac2124d408f8808118ad2df2224_193)] [added: [44](#id1dd119185ec4bc3bac90f54dbd94e19_190)] of this Annual Report.

Date: February [removed: 23, 2024][added: 20, 2025]

| [removed: Senior] [added: Executive] Vice President and Chief Financial Officer | | |

We have audited the internal control over financial reporting of Teledyne Technologies Incorporated and subsidiaries (the “Company”) as of December [removed: 31, 2023,] [added: 29, 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 31, 2023,] [added: 29, 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December [removed: 31, 2023,] [added: 29, 2024,] of the Company and our report dated February [removed: 23, 2024,] [added: 20, 2025,] expressed an unqualified opinion on those financial statements.

[removed: February 23, 2024][added: | | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Teledyne Technologies Incorporated and subsidiaries (the “Company”) as of December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023, the related consolidated statements of [removed: income,] [added: income (loss),] comprehensive [removed: income,] [added: income (loss),] stockholders’ equity, and cash flows, for each of the three years in the period ended December [removed: 31, 2023,] [added: 29, 2024,] and the related notes and the schedule listed in the Index at Item [removed: [15](#i6f83aac2124d408f8808118ad2df2224_181)] [added: [15](#id1dd119185ec4bc3bac90f54dbd94e19_178)] (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December [removed: 31, 2023] [added: 29, 2024] and [removed: January 1,] [added: December 31,] 2023, and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 31, 2023,] [added: 29, 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 31, 2023,] [added: 29, 2024,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 23, 2024,] [added: 20, 2025,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Goodwill – [added: FLIR Reporting Unit -] Refer to Notes 2, 4, and 6 to the financial statements

The Company’s goodwill balance was [removed: $8,002.8] [added: $7,990.5] million as of December [removed: 31, 2023,] [added: 29, 2024,] of which [removed: $5,874.6] [added: $5,827.1] million was allocated to the FLIR reporting unit.

Given the significant estimates and assumptions made by management to estimate the fair value of the FLIR reporting unit and the difference between the FLIR reporting unit’s fair value and carrying value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions, specifically related to the projected revenues and selected discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value [removed: specialists][added: specialists.]

Our audit procedures related to (1) revenue projections and (2) the selection of the discount rate used to estimate the fair value of the [removed: goodwill acquired] [added: indefinite-lived trademarks] included the following, among others:

- We tested the effectiveness of management’s controls over the revenue projections and discount rate [removed: assumptions] used to estimate the fair value of the FLIR reporting unit.

- We performed a sensitivity analysis by varying [removed: the] projected revenue [removed: and selected discount rate] assumptions.

- With the assistance of our fair value specialists, we performed an analysis comparing applicable industry forecasted long-term revenue growth [removed: rates] [added: rate] to management’s projected revenues used within the valuation model.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the [removed: selected] discount rate by developing a range of independent estimates and comparing those to the discount rate selected by management.

Indefinite-Lived Trademarks – Refer to Notes [removed: 2, 4,] [added: [2](#id1dd119185ec4bc3bac90f54dbd94e19_220), [4](#id1dd119185ec4bc3bac90f54dbd94e19_235),] and [removed: 6] [added: [6](#id1dd119185ec4bc3bac90f54dbd94e19_244)] to the financial statements

For indefinite-lived trademark impairment testing using the quantitative approach, the Company estimated the fair value of its trademarks [added: primarily] through the use of a relief from royalty approach based on its best estimate of amounts and timing of projected revenues and compared the estimated fair value to the carrying value of the corresponding trademark.

The FLIR indefinite-lived trademark balance was [removed: $685.3] [added: $635.8] million as of December [removed: 31, 2023,] [added: 29, 2024,] which is a component of the Company’s [added: acquired] intangible [removed: assets] [added: assets, net,] balance of [removed: $2,278.1] [added: $2,012.9] million as of December [removed: 31, 2023.][added: 29, 2024.]

The application of the relief from royalty method requires management to make significant estimates and assumptions related to projected [removed: revenues, as well as] [added: revenues and] the selected [removed: royalty rate and] discount rate.

Given the significant estimates and assumptions made by management to estimate the fair value of the FLIR indefinite-lived trademark and the difference between the FLIR indefinite-lived trademark’s fair value and carrying value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions, specifically related to the projected revenues and the selected [removed: royalty rate and] discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

- We tested the effectiveness of management’s controls over the revenue projections and [removed: the selected royalty rate and] discount rate [removed: assumptions] used to estimate the fair value of the FLIR indefinite-lived trademark.

- We performed a sensitivity analysis by varying [removed: the] projected [removed: revenues, the selected royalty rate, and discount rate] [added: revenue] assumptions.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the [removed: selected] discount rate [removed: and royalty rate] by developing a range of independent estimates and comparing those to the discount rate [removed: and royalty rate] selected by management.

| [Management Statement](#id1dd119185ec4bc3bac90f54dbd94e19_187) | | | [43](#id1dd119185ec4bc3bac90f54dbd94e19_187) | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

Date: February 20, 2025

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

February 20, 2025

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

- With the assistance of our fair value specialists, we performed an analysis comparing applicable industry forecasted long-term revenue growth rate to management’s projected revenues used within the valuation model.

February 20, 2025

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| Research and development | | | | | | 292.6 | | | | | | 356.3 | | | | | | 352.2 | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

TELEDYNE TECHNOLOGIES INCORPORATED

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

TELEDYNE TECHNOLOGIES INCORPORATED

| Treasury stock, 726,276 at December 29, 2024 and none at December 31, 2023 | | | | | | (292.4) | | | | | | — | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

TELEDYNE TECHNOLOGIES INCORPORATED

(Amounts in millions)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Treasury stock repurchased | | | | | | | | | | | | — | | | | | | — | | | | | | (354.0) | | | | | | — | | | | | | (354.0) | | | | | | | | | | | | | | | | | |

| Balance, December 29, 2024 | | | | | | $ | 0.5 | | | | | $ | 4,414.5 | | | | | $ | 6,266.7 | | | | | $ | (292.4) | | | | | $ | (839.9) | | | | | $ | 9,549.4 | | | | | | | | | | | | | | | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

(Amounts in millions)

| Impairment of intangible assets | | | | | | 52.5 | | | | | | — | | | | | | 0.4 | | |

| Purchase of treasury stock | | | | | | (354.0) | | | | | | — | | | | | | — | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

TELEDYNE TECHNOLOGIES INCORPORATED AND SUBSIDIARIES

December 29, 2024

Certain prior year amounts have been reclassified to conform to the current period presentation.

The Company now discloses research and development expense on a separate income statement line.

Research and development expense was previously included within selling, general and administrative expenses.

In addition, the Company historically included bid and proposal expense as part of its prior year annual research and development expense disclosures.

The Company has not reclassified bid and proposal expense, which remains within selling, general and administrative expenses.

The Company also now discloses impairment of acquired intangible assets on a separate income statement line item.

Impairment of acquired intangible assets was previously included within selling, general and administrative expense.

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| [Management Statement](#i6f83aac2124d408f8808118ad2df2224_190) | | | [37](#i6f83aac2124d408f8808118ad2df2224_190) | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Treasury stock, — at December 31, 2023 and 282,131 at January 1, 2023 | | | | | | — | | | | | | (20.0) | | |

| Balance, January 3, 2021 | | | | | | $ | 0.4 | | | | | $ | 389.9 | | | | | $ | 3,327.9 | | | | | $ | (59.5) | | | | | $ | (430.1) | | | | | $ | 3,228.6 | | | | | | | | | | | | | | | | |

| Common stock issued | | | | | | 0.1 | | | | | | 3,888.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,888.7 | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Proceeds from issuance of term loans and senior notes, net | | | | | | — | | | | | | — | | | | | | 3,975.9 | | |

| Payments for bridge financing and debt extinguishment | | | | | | — | | | | | | — | | | | | | (30.5) | | |

The Company differentiate itself from many of its direct competitors by having a customer- and Company-sponsored applied research center that augments its product development expertise.

(contract assets), and customer advances and deposits (contract liabilities).

The Company estimates variable

The 2022 amount related to favorable changes in estimates that impacted revenue, and, to a lesser degree, cost of sales within the Digital Imaging operating segment.

Selling, general and administrative expenses include research and development and bid and proposal costs which are expensed as incurred and were $365.8 million in 2023, $360.6 million in 2022 and $299.3 million in 2021.

The 2021 amount includes a partial year of Teledyne FLIR research and development costs due to the timing of the acquisition.

liability and corresponding right-of-use asset.

No repurchases were made since 2015.

scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.

2021 Acquisition

On May 14, 2021, Teledyne acquired the outstanding stock of FLIR Systems, Inc. (“FLIR”) for approximately $8.1 billion.

Further information about this acquisition can be found in Note 3 in the Company’s Annual Report on Form 10-K for the year ended January 1, 2023.

The results of this acquisition have been included in Teledyne’s results since the date of acquisition.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| ETM | | | | | | October 28, 2022 | | | | | | $ | 87.7 | | | | | $ | 33.5 | | | | | $ | 20.9 | |

| NL Acoustics (acquisition of 80% interest) | | | | | | July 15, 2022 | | | | | | 11.9 | | | | | | 11.7 | | | | | | 3.8 | | |

| Total | | | | | | | | | | | | $ | 99.6 | | | | | $ | 45.2 | | | | | $ | 24.7 | |

It also includes the customer- and Company-sponsored applied research center which benefits government programs and commercial businesses.

(a) The fiscal year 2023 and 2022 amounts included $164.0 million and $167.6 million of acquired asset intangible amortization related to FLIR.

The fiscal year 2021 amount included $106.4 million of acquired inventory step-up expense and $110.3 million of acquired asset intangible amortization related to FLIR.

In 2021, provisional amounts for goodwill and intangible assets were primarily included in the United States as the FLIR acquisition was provisional at that time.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Digital Imaging | | | $ | 515.9 | | | | | $ | 1,897.0 | | | | | $ | 2,412.9 | | | | | | | | $ | 1,082.6 | | | | | $ | 567.8 | | | | | $ | 510.3 | | | | | $ | 252.2 | | | | | $ | 2,412.9 | | | | |

| Instrumentation | | | 91.6 | | | | | | 1,075.3 | | | | | | 1,166.9 | | | | | | | | | 512.6 | | | | | | 298.5 | | | | | | 247.5 | | | | | | 108.3 | | | | | | 1,166.9 | | | | | |

| Aerospace and Defense Electronics | | | 227.2 | | | | | | 401.5 | | | | | | 628.7 | | | | | | | | | 469.0 | | | | | | 92.1 | | | | | | 48.6 | | | | | | 19.0 | | | | | | 628.7 | | | | | |

| Engineered Systems | | | 358.4 | | | | | | 47.4 | | | | | | 405.8 | | | | | | | | | 402.2 | | | | | | 0.1 | | | | | | 1.5 | | | | | | 2.0 | | | | | | 405.8 | | | | | |

| Total | | | $ | 1,193.1 | | | | | $ | 3,421.2 | | | | | $ | 4,614.3 | | | | | | | | $ | 2,466.4 | | | | | $ | 958.5 | | | | | $ | 807.9 | | | | | $ | 381.5 | | | | | $ | 4,614.3 | | | | |

| Balance at January 3, 2022 | | | $ | 6,867.5 | | | | | $ | 935.9 | | | | | $ | 165.7 | | | | | $ | 17.6 | | | | | $ | 7,986.7 | |

[Table of [removed: Contents](#i6f83aac2124d408f8808118ad2df2224_7)][added: Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)]

| 2.1 | | | | | | [Separation and Distribution Agreement dated as of November 29, 1999 by and among Allegheny Teledyne Incorporated, TDY Holdings, LLC, Teledyne Industries, Inc. and Teledyne Technologies Incorporated (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated as of November 29, 1999 (File No. [removed: 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001159-index.html)] [added: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001159-index.html)] | | |

| [removed: 2.2] [added: 10.33] | | | | | | [removed: [Agreement and Plan of Merger,] [added: [Second Supplemental Indenture,] dated as of [removed: January 4,] [added: May 14,] 2021, [removed: by and among] [added: between] Teledyne Technologies Incorporated, [removed: Firework Merger Sub I, Inc., Firework Merger Sub II,] [added: Teledyne FLIR,] LLC and [removed: FLIR Systems, Inc.] [added: U.S. Bank National Association, as trustee] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the Company’s Current Report on Form 8-K dated [removed: January 2, 2021 File] [added: May 14, 2021) (File] No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521002733/d105076dex21.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex101.htm)] | | |

| 3.1 | | | | | | [Restated Certificate of Incorporation of Teledyne Technologies Incorporated (including Certificate of Designation of Series A Junior Participating Preferred Stock) (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 2, 2000 (File No. [removed: 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-00-000576-index.html)] [added: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/0000950128-00-000576-index.html)] | | |

| [removed: 3.2] [added: 3.3] | | | | | | [removed: [Fourth] [added: [Fifth] Amended and Restated Bylaws of Teledyne [removed: Technologies Incorporated] (incorporated by reference to [removed: Exhibit 3.2 to] the Company’s Current Report on Form 8-K dated [removed: December 20, 2022] [added: April 24, 2024] (File No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm)] [added: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledyne-5tha_rbylawsclean.htm)] | | |

| [removed: 4.1] [added: 97.1] | | | | | | [removed: [Description of the Registrant](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s Securities] [added: [Teledyne Technologies Incorporated Compensation Recoupment Policy] (incorporated by reference to Exhibit [removed: 4.1] [added: 97.1] to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000133/fourthamendedandrestatedby.htm)[s] [added: Company’s] Annual Report on Form 10-K for the fiscal year ended [removed: January 2, 2022] [added: December 31, 2023] (File No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428522000049/exhibit41-descriptionofsec.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000044/exhibit971compensationreco.htm)] | | |

| 10.1 | | | | | | [Employee Benefits Agreement between Allegheny Teledyne Incorporated and Teledyne Technologies Incorporated (incorporated by reference to Exhibit 10.3 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s] [added: Company](https://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html)[’](https://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html)[s] Current Report on Form 8-K/A (Amendment No. 1) dated as of November 29, 1999 (File No. [removed: 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html) | | |] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/0000950128-99-001168-index.html)] | | |

| 10.2 | | | | | | [removed: [Teledyne Technologies Incorporated Amended] [added: [Amended] and Restated [removed: 2008] [added: Teledyne Technologies Incorporated 2014] Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March [removed: 8, 2012 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000119312512103227/d309537ddef14a.htm) | | |] [added: 10, 2017)](https://www.sec.gov/Archives/edgar/data/1094285/000119312517078822/d327068ddef14a.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000119312517078822/d327068ddef14a.htm)] | | |

| [removed: 10.3] [added: 10.4] | | | | | | [Administrative Rules of the [removed: Teledyne Technologies Incorporated] Amended and Restated [removed: 2008] [added: Teledyne Technologies Incorporated 2014] Incentive Award Plan Related to Non-Employee Director [added: Restricted] Stock [removed: Compensation] [added: Unit Awards and Fees] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the fiscal quarter ended] [added: 8-K dated] April [removed: 1, 2012 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000119312512212008/d329534dex102.htm) | | |] [added: 26, 2017).†](https://www.sec.gov/Archives/edgar/data/1094285/000109428517000041/exhibit103rsuadminrules.htm)] | | |

| [removed: 10.5] [added: 10.7] | | | | | | [Form of [removed: stock option agreement and conditions] [added: Stock Option Award Agreement] under the [added: Amended and Restated] Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company’s Current Report on Form 8-K dated [removed: April] [added: January] 23, [removed: 2014 File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000080/exhibit102.htm) | | |] [added: 2018)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/optionagreementform.htm)] | | |

| [removed: 10.6] [added: 10.3] | | | | | | [removed: [Administrative Rules] [added: [Standing resolutions] of the [removed: Teledyne Technologies Incorporated 2014 Incentive Plan Related] [added: Nominating and Governance Committee related] to [removed: Non-Employee Director Stock Compensation] [added: non-employee director compensation] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s Current Report on Form 8-K dated April [removed: 23, 2014 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000080/exhibit103.htm) | | |] [added: 26, 2017).†](https://www.sec.gov/Archives/edgar/data/1094285/000109428517000041/exhibit102standingrules.htm)] | | |

| [removed: 10.7] [added: 10.5] | | | | | | [Administrative Rules [removed: of] [added: for] the [added: Restricted Stock Award Program under the Amended and Restated Teledyne Technologies Incorporated] 2014 Incentive Award Plan [removed: Related to Non-Employee Director Restricted Stock Unit Awards and Fees] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the Company’s Current Report on Form 8-K dated [removed: December 31, 2014 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000119312515003926/d846150dex104.htm) | | |] [added: January 23, 2018)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/administrativerulesrsa-ame.htm)] | | |

| [removed: 10.10] [added: 10.6] | | | | | | [removed: [Administrative Rules] [added: [Form] of [added: Restricted Stock Award Agreement under] the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan [removed: Related] [added: for awards made prior] to [removed: Non-Employee Director Restricted Stock Unit Awards and Fees] [added: 2024] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s Current Report on Form 8-K dated [removed: April 26, 2017).†](https://www.sec.gov/Archives/edgar/data/1094285/000109428517000041/exhibit103rsuadminrules.htm) | | |] [added: January 23, 2018)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/rsaagreement2018-2020.htm)] | | |

| [removed: 10.11] [added: 10.8] | | | | | | [removed: [Administrative Rules for the Restricted] [added: [Terms and Conditions of] Stock [added: Option] Award [removed: Program] [added: Agreement] under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan [added: for grants made after 2018 to Robert Mehrabian] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.17] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K dated January 23, 2018)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/administrativerulesrsa-ame.htm) | | |] [added: 10-K for the fiscal year ended December 29, 2019 File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)] | | |

| [removed: 10.12] [added: 10.10] | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/rsaagreement2018-2020.htm)[orm] [added: [Form] of [added: Performance-Based] Restricted Stock [removed: Award] [added: Unit] Agreement [removed: under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan for awards made prior to 2024 (incorporated] [added: for](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm) [awards mad](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm)[e after January 1, 2024](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm) [(incorporated] by reference to Exhibit [removed: 10.2] [added: 10.1] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated January 23, [removed: 2018)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/rsaagreement2018-2020.htm) | | |] [added: 2024 File No. 1-15295) †](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm)] | | |

| 10.13 | | | | | | [removed: [Form of Stock Option Award Agreement under the] [added: [Eighth] Amended and Restated [added: Employment Agreement, dated as of October 24, 2023, by and between] Teledyne Technologies Incorporated [removed: 2014 Incentive Award Plan] [added: and Robert Mehrabian] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s Current Report on Form 8-K dated [removed: January 23, 2018)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/optionagreementform.htm) | | |] [added: October 24, 2023 File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000125/a2023eighthmehrabianemploy.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000125/a2023eighthmehrabianemploy.htm)] | | |

| [removed: 10.14] [added: 10.18] | | | | | | [removed: [Terms] [added: [Amended] and [removed: Conditions] [added: Restated Change in Control Severance Agreement, dated as] of [removed: Stock Option Award Agreement under the Amended] [added: January31, 2011, by] and [removed: Restated] [added: between] Teledyne Technologies Incorporated [removed: 2014 Incentive Award Plan for grants made after 2018 to Robert Mehrabian] [added: and Edwin Roks] (incorporated by reference to Exhibit [removed: 10.17] [added: 10.40] to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s] [added: Company’s] Annual Report on Form 10-K for the fiscal year [removed: ended] [added: end] December [removed: 29, 2019 File] [added: 30, 2018 (File] No. [removed: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428520000045/exhibit10172020termsco.htm) | | |] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428519000064/exhibit1040changeinctrlsev.htm)] | | |

| 10.15 | | | | | | [removed: [Summary Plan Description for the Performance Share Plan 2018-2020 Cycle under the Amended] [added: [Amended] and Restated [added: Change in Control Severance Agreement, dated as of January 31, 2011, by and between] Teledyne Technologies Incorporated [removed: 2014 Incentive Award Plan] [added: and Robert Mehrabian] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/summaryplandescription2018.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s] [added: Company’s] Current Report on Form 8-K dated January [removed: 23, 2018)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428518000011/summaryplandescription2018.htm) | | |] [added: 31, 2011 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm)] | | |

| [removed: 10.16] [added: 10.9] | | | | | | [Performance Plan Summary Plan Description for awards made prior to 2024 (incorporated by reference to Exhibit 10.1 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s] [added: Company’s] Current Report on Form 8-K dated January 26, 2021 File No. [removed: 1-](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm) | | |] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000018/summaryplandescription2021.htm)] | | |

| [removed: 10.17] [added: 10.11] | | | | | | [removed: [Form of Performance-Based Restricted Stock Unit Agreement] [added: [Performance Plan - Summary Plan Description] for [removed: awards made after January 1, 2024] [added: 2024-2026 performance period] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the [removed: Company's Current] [added: Company] Report on Form 8-K dated [removed: January 23,] [added: January](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/ppsummaryplanform.htm) [](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/ppsummaryplanform.htm)[23,] 2024 File No. [removed: 1-15295) †](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/teledyne-prsuagreementform.htm) | | |] [added: 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000008/ppsummaryplanform.htm)] | | |

| 10.19 | | | | | | [removed: [Eighth Amended] [added: [Amended] and Restated [removed: Employment] [added: Change in Control Severance] Agreement, dated as of [removed: October 24, 2023,] [added: January 31, 2011,] by and between Teledyne Technologies Incorporated and [removed: Robert Mehrabian] [added: Stephen F. Blackwood] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.26] to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000125/a2023eighthmehrabianemploy.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s Current] [added: Company’s Annual] Report on Form [removed: 8-K dated October 24,] [added: 10-K for the fiscal year end December 31,] 2023 [removed: File] [added: (File] No. [removed: 1-15295) †](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000125/a2023eighthmehrabianemploy.htm) | | |] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000044/a1024changeinctrlsblackwood.htm)] | | |

| [removed: 10.20] [added: 10.14] | | | | | | [Transition of Employment and Agreement Termination Employment Agreement between Teledyne Netherlands BV and Edwin Roks, dated December 29, [removed: 2023*](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000044/a1018transitionagreementer.htm) | | |] [added: 2023 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000044/a1018transitionagreementer.htm)] | | |

| [removed: 10.21] [added: 10.16] | | | | | | [Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and [removed: Robert Mehrabian] [added: Jason Vanwees] (incorporated by reference to [removed: Exhibi](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm)[t 10.1] [added: Exhibit 10.39] to the [removed: Co](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm)[mpany](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm) [Current] [added: Company’s Annual] Report on Form [removed: 8-K dated J](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm)[anuary 31, 2011 (File] [added: 10-K for the fiscal year end January 3, 2016(File] No. [removed: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm)[](https://www.sec.gov/Archives/edgar/data/1094285/000095012311007992/v58519exv10w1.htm) | | |] [added: 1-15295)†](https://www.sec.gov/Archives/edgar/data/1094285/000109428516000177/tdy-ex1039amendedandrestat.htm)] | | |

| [removed: 10.22] [added: 10.17] | | | | | | [removed: [Amended and Restated change] [added: [Change] in Control Severance [removed: Agreement] [added: Agreement,] dated [removed: January 31, 2011,] [added: as of September 1, 2012,] by and [removed: between] [added: among] Teledyne Technologies Incorporated and [removed: Susan L. Main] [added: George C. Bobb III] (incorporated by reference to Exhibit [removed: 10.12] [added: 10.4] to [added: the] Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal years] [added: quarterly period] ended [removed: December 29, 2013 (File] [added: April 2, 2023 File] No. [removed: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000109428514000072/tdy-ex1012amendedandrestat.htm) | | |] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit104cicagtgeorgebobb.htm)[†](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit104cicagtgeorgebobb.htm)] | | |

| [removed: 10.24] [added: 10.31] | | | | | | [removed: [Change in Control Severance] [added: [First Amendment to the Term Loan Credit] Agreement, dated as of [removed: September 1, 2012,] [added: April 26, 2023,] by and among Teledyne Technologies [removed: Incorporated] [added: Incorporated, as borrower, the lenders party thereto] and [removed: George C. Bobb III] [added: Bank of America, N.A., as administrative agent] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.3] to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit104cicagtgeorgebobb.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No. [removed: 1-15295) †](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit104cicagtgeorgebobb.htm) | | |] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit103firstamendmentto.htm)] | | |

| [removed: 10.27] [added: 10.20] | | | | | | [Teledyne Technologies Incorporated Pension Equalization/Benefit Restoration Plan, as originally effective as of November 29, 1999, as amended and restated effective December 31, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, [removed: 2008](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm) [](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm)[(File] [added: 2008 (File] No. [removed: 1-15295))†](http://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm) | | |] [added: 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000095013409000119/v51003exv10w2.htm)] | | |

| [removed: 10.28] [added: 10.21] | | | | | | [Teledyne Technologies Pension Equalization/Benefit Restoration Plan - Resolutions of the Plan Administration Committee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated December 31, 2014 (File No. [removed: 1-15295))](http://www.sec.gov/Archives/edgar/data/1094285/000119312515003926/d846150dex102.htm) | | |] [added: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312515003926/d846150dex102.htm)] | | |

| [removed: 10.29] [added: 10.23] | | | | | | [removed: [Amended] [added: [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to Amended] and Restated Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as a borrower and guarantor, the designated borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Company’s Current Report on Form 8-K dated [removed: March 2,] [added: May 14,] 2021) (File No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex102.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex104.htm)] | | |

| [removed: 10.30] [added: 10.27] | | | | | | [removed: [First] [added: [Third] Amendment to Amended and Restated [added: Term Loan] Credit Agreement, dated as of October 26, 2021, by and among Teledyne Technologies [removed: Incorporated, as a borrower] [added: Incorporated] and [removed: guarantor, the designated borrowers party thereto,] [added: Teledyne Netherlands BV, as borrowers,] the guarantor party [removed: thereto, the lenders party] thereto and Bank of America, [removed: N.A.,] [added: N.A.] as administrative [removed: agent, swing line lender and L/C issuer] [added: agent] (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q dated October 3, 2021) (File No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000170/exhibit103firstamendmentto.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000170/exhibit104thirdamendmentto.htm)] | | |

| [removed: 10.31] [added: 10.28] | | | | | | [removed: [Second] [added: [Fourth] Amendment to Amended and Restated [added: Term Loan] Credit Agreement, dated as of April 26, 2023, by and among Teledyne Technologies [removed: Incorporated, as a borrower] [added: Incorporated] and [removed: guarantor, the designated borrowers party thereto,] [added: Teledyne Netherlands BV, as borrowers,] the guarantor party [removed: thereto, the lenders party] thereto and Bank of America, [removed: N.A.,] [added: N.A.] as administrative [removed: agent, swing line lender and L/C issuer] [added: agent] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit101secondamendmentt.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)[s] [added: Company's] Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit101secondamendmentt.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit102fourthamendmentt.htm)] | | |

| 10.32 | | | | | | [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to [removed: Amended and Restated] [added: Term Loan] Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated, as [removed: a borrower and guarantor, the designated borrowers party thereto,] [added: borrower,] the lenders party thereto and Bank of America, N.A., as administrative [removed: agent, swing line lender and L/C issuer] [added: agent] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.3] to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex104.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex103.htm)] | | |

| [removed: 10.33] [added: 10.24] | | | | | | [Amended and Restated Term Loan Credit Agreement, dated October 30, 2019, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the several banks and other financial institutions form time to time parties thereto as lenders, Bank of America, N.A., as administrative agent, and B of A Securities, Inc., as sole book manager and sole lead arranger (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 30, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1094285/000109428519000171/artermloancreditagreem.htm)] | | |

| [removed: 10.34] [added: 10.25] | | | | | | [First Amendment to Amended and Restated Term Loan Credit Agreement dated as of January 19, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantors party thereto, the several banks and other financial institutions from time to time parties thereto as lenders and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 19, 2021 File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312521013326/d104607dex101.htm) | | |

| [removed: 10.35] [added: 10.26] | | | | | | [Second Amendment to Amended and Restated Term Loan Credit Agreement dated as of March 4, 2021, by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 2, 2021) (File No. 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex103.htm) | | |

| [removed: 10.36] [added: 10.29] | | | | | | [removed: [Third Amendment] [added: [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021,] to Amended and Restated Term Loan Credit [removed: Agreement,] [added: Agreement] dated as of October [removed: 26, 2021,] [added: 30, 2019,] by and among Teledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the [removed: guarantor] [added: lenders] party thereto and Bank of America, [removed: N.A.] [added: N.A.,] as administrative agent (incorporated by reference to Exhibit [removed: 10.3] [added: 10.5] to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] dated [removed: October 3,] [added: May 14,] 2021) (File No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428521000170/exhibit104thirdamendmentto.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex105.htm)] | | |

| [removed: 10.37] [added: 10.30] | | | | | | [removed: [Fourth Amendment to Amended and Restated Term] [added: [Term] Loan Credit [removed: Agreement,] [added: Agreement] dated as of [removed: April 26, 2023,] [added: March 4, 2021,] by and among Teledyne Technologies [removed: Incorporated and Teledyne Netherlands BV,] [added: Incorporated,] as [removed: borrowers,] [added: borrower,] the [removed: guarantor] [added: lenders] party thereto and Bank of America, [removed: N.A.] [added: N.A.,] as administrative agent (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the [removed: Company's Quarterly] [added: Company’s Current] Report on Form [removed: 10-Q for the quarterly period ended April] [added: 8-K dated March] 2, [removed: 2023 File] [added: 2021) (File] No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000109428523000083/exhibit102fourthamendmentt.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521069569/d116289dex101.htm)] | | |

| [removed: 10.38] [added: 10.22] | | | | | | [removed: [Joinder Agreement of Teledyne FLIR, LLC, dated as of May 14, 2021, to] [added: [Second] Amended and Restated [removed: Term Loan] Credit [removed: Agreement] [added: Agreement,] dated as of [removed: October 30, 2019,] [added: June 10, 2024,] by and among Teledyne Technologies [removed: Incorporated and Teledyne Netherlands BV,] [added: Incorporated,] as [removed: borrowers,] [added: borrower and guarantor,] the [added: designated borrowers party thereto, the guarantor party thereto, the] lenders party thereto and Bank of America, N.A., as administrative [removed: agent] [added: agent, swing line lender and L/C issuer.] (incorporated by reference to [removed: Exhibit 10.5 to] the Company’s Current Report on Form 8-K dated [removed: May 14, 2021)] [added: June 10, 2024] (File No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex105.htm)] [added: 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000119312524159953/d834288dex101.htm)] | | |

| [removed: 10.41] [added: 10.34] | | | | | | [removed: [Joinder Agreement of Teledyne FLIR, LLC,] [added: [Second Supplemental Indenture,] dated as of May 14, [removed: 2021, to Term Loan Credit Agreement dated as of March 4, 2021, by and among] [added: 2021 between] Teledyne [removed: Technologies Incorporated, as borrower, the lenders party thereto] [added: FLIR, LLC] and [added: U.S.] Bank [removed: of America, N.A.,] [added: National Association,] as [removed: administrative agent] [added: trustee] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s Current Report on Form 8-K dated May 14, 2021) (File No. [removed: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex103.htm)] [added: 1-15295)](https://www.sec.gov/Archives/edgar/data/1094285/000119312521161542/d494339dex102.htm)] | | |

| [removed: 10.44] [added: 10.35] | | | | | | [Form of Indemnification Agreement executed by each of the Company’s directors and named executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 22, 2009 (File No. 1-15295))†](https://www.sec.gov/Archives/edgar/data/1094285/000095013409008242/v52277exv10w1.htm) | | |

| 21 | | | | | | [Subsidiaries of Teledyne Technologies [removed: Incorporated*](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000044/tdy-ex21subsidiariesoftele.htm)] [added: Incorporated*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex21subsidiariesoftele.htm)] | | |

| 3.2 | | | | | | [Certificate of Amendment to Teledyne](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[s Restated Certificate of Incorporation (incorpo](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[rated by reference to the Com](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[pany](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[s](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm) [Current Report on F](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm)[orm 8-K dated April 24, 2024 (File No. 1-15295))](https://www.sec.gov/Archives/edgar/data/1094285/000109428524000056/teledynecertificateofamend.htm) | | |

| 4.1 | | | | | | [Description of the Registrant](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex41_descriptionofther.htm)[’](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex41_descriptionofther.htm)[s Securities](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex41_descriptionofther.htm)[*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex41_descriptionofther.htm) | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| 10.12 | | | | | | [Performance Plan - Summary Plan Description for awards made after January 1, 2025*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex1012_performanceplan.htm) | | |

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| 19.1 | | | | | | [T](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm)[eledyne Policy on Insider Trading; Purchases](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm) [and Sales of Company Securities*](https://www.sec.gov/Archives/edgar/data/1094285/000109428525000053/tdy-ex191xteledynepolicyon.htm) | | |

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[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

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[Table of Contents](#id1dd119185ec4bc3bac90f54dbd94e19_7)

| * | | | | | | | | | | | | Director | | | | | | February 20, 2025 | | |