A Dark Vector Cognition product

Item 4. Controls and Procedures

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Item 4. Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to provide reasonable assurance that information required to be disclosed by us in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and our Senior Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have reviewed the effectiveness of our disclosure controls and procedures and have concluded that the disclosure controls and procedures, as of June 30, 2024, are effective at the reasonable assurance level.

In connection with our evaluation during the quarterly period ended June 30, 2024, we have made no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

See Item 1 of Part 1, “Financial Statements -- Note 14 -- Commitments and Contingencies.”

Item 1A.Risk Factors

There are no material changes to the risk factors previously disclosed in our 2023 Form 10-K in response to Item 1A to Part 1 of Form 10-K. See also Part I Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding supply chain and foreign currency exchange rate risks.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

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. The following table sets forth the shares repurchased during each fiscal month during the second quarter of 2024.

Fiscal Month 2024Total number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum dollar value of shares that may yet be purchased under the plans or programs (in Millions)
April 1 - May 563,707$382.3963,707$1,225.6
May 6 - June 2219,019$396.53219,019$1,138.8
June 3 - June 30211,687$390.02211,687$1,056.2
Total494,413$391.92494,413
Item 5.Other Information

Director and Officer Trading Arrangements

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 June 30, 2024.

Table of Contents

Item 6.Exhibits
(a)Exhibits
Exhibit 3.1Restated 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. 1-15295))
Exhibit 3.2Certificate of Amendment to Teledyne's Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K dated April 24, 2024 (File No. 1-15295))
Exhibit 3.3Fifth Amended and Restated Bylaws of Teledyne (incorporated by reference to the Company’s Current Report on Form 8-K dated April 24, 2024 (File No. 1-15295))
Exhibit 10.1Second Amended and Restated Credit Agreement, dated as of June 10, 2024, by and among Teledyne Technologies Incorporated, as borrower and guarantor, the designated borrowers party thereto, the guarantor 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 the Company’s Current Report on Form 8-K dated June 10, 2024 (File No. 1-15295))
Exhibit 31.1302 Certification – Edwin Roks
Exhibit 31.2302 Certification – Stephen F. Blackwood
Exhibit 32.1906 Certification – Edwin Roks
Exhibit 32.2906 Certification – Stephen F. Blackwood
Exhibit 101 (INS)XBRL Instance Document
Exhibit 101 (SCH)XBRL Schema Document
Exhibit 101 (CAL)XBRL Calculation Linkbase Document
Exhibit 101 (LAB)XBRL Label Linkbase Document XBRL Schema Document
Exhibit 101 (PRE)XBRL Presentation Linkbase Document XBRL Schema Document
Exhibit 101 (DEF)XBRL Definition Linkbase Document XBRL Schema Document
Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TELEDYNE TECHNOLOGIES INCORPORATED
DATE: July 26, 2024By:/s/ Stephen F. Blackwood
Stephen F. Blackwood, Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and Authorized Officer)

Table of Contents

Teledyne Technologies Incorporated

Index to Exhibits

Exhibit NumberDescription
Exhibit 3.1Restated 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. 1-15295))
Exhibit 3.2Certificate of Amendment to Teledyne's Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K dated April 24, 2024 (File No. 1-15295))
Exhibit 3.3Fifth Amended and Restated Bylaws of Teledyne (incorporated by reference to the Company’s Current Report on Form 8-K dated April 24, 2024 (File No. 1-15295))
Exhibit 10.1Second Amended and Restated Credit Agreement, dated as of June 10, 2024, by and among Teledyne Technologies Incorporated, as borrower and guarantor, the designated borrowers party thereto, the guarantor 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 the Company’s Current Report on Form 8-K dated June 10, 2024 (File No. 1-15295))
Exhibit 31.1302 Certification – Edwin Roks
Exhibit 31.2302 Certification – Stephen F. Blackwood
Exhibit 32.1906 Certification – Edwin Roks
Exhibit 32.2906 Certification – Stephen F. Blackwood
Exhibit 101 (INS)XBRL Instance Document
Exhibit 101 (SCH)XBRL Schema Document
Exhibit 101 (CAL)XBRL Calculation Linkbase Document
Exhibit 101 (DEF)XBRL Definition Linkbase Document XBRL Schema Document
Exhibit 101 (LAB)XBRL Label Linkbase Document XBRL Schema Document
Exhibit 101 (PRE)XBRL Presentation Linkbase Document XBRL Schema Document
Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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