Teledyne Technologies 10-Q 2025-06-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 29, 2025

OR

For the transition period from to

Commission File Number: 1-15295

TELEDYNE TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)

805 373-4545

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

There were 46,888,498 shares of common stock, $.01 par value per share, outstanding as of July 16, 2025.

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TELEDYNE TECHNOLOGIES INCORPORATED

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PART I FINANCIAL INFORMATION

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 29, 2025 AND JUNE 30, 2024

(Unaudited — Amounts in millions, except per share amounts)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 29, 2025 AND JUNE 30, 2024

(Unaudited — Amounts in millions)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited — Amounts in millions, except share amounts)

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Overview

Teledyne provides enabling technologies for industrial growth markets that require advanced technology and high reliability. These markets include aerospace and defense, factory automation, air and water quality environmental monitoring, electronics design and development, oceanographic research, deepwater oil and gas exploration and production, medical imaging and pharmaceutical research. Our products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management systems and defense electronics and satellite communication subsystems. We also supply engineered systems for defense, space, environmental and energy applications. We believe our technological capabilities, innovation and the ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in our markets and the industries in which we compete.

Strategy

Our strategy continues to emphasize growth in our four business segments: Digital Imaging, Instrumentation, Aerospace and Defense Electronics and Engineered Systems. The markets in which we sell our enabling technologies are characterized by high barriers to entry and include specialized products and services not likely to be commoditized. We intend to strengthen and expand our business with targeted acquisitions and through product development. We continue to focus on balanced and disciplined capital deployment among capital expenditures, acquisitions, stock repurchases and product development. We aggressively pursue operational excellence to continually improve our margins and earnings by emphasizing cost containment and evaluating cost reductions in all aspects of our business. At Teledyne, operational excellence includes the rapid integration of the businesses we acquire. Using complementary technology across our businesses and through targeted research and development (“R&D”), we seek to create new products to grow our company and expand our addressable markets. We continually evaluate our businesses to ensure that they are aligned with our strategy.

Consistent with our strategy, we completed two acquisitions each in the first half of 2025 and the full year of 2024. The financial results of the completed acquisitions have been included since the respective date of each acquisition. Subsequent to the end of the second quarter of 2025, we completed an additional acquisition.

Trends and Other Matters Affecting Our Business

In early 2025, the U.S. Presidential administration implemented significant new tariffs on foreign imports impacting multiple countries, commodities and industries, and these new tariffs and export restrictions also prompted retaliatory tariffs and export restrictions from certain countries. As of July 2025, certain tariffs and retaliatory tariffs have been delayed, but a number of the new tariffs remain in effect, including significant tariffs and trade sanctions between the United States and China. China has also restricted the export of certain rare earth minerals which are used in our products. Tariffs, trade restrictions and retaliatory measures could result in revenue reductions, cost increases on material used in our products or significant production delays, which could adversely affect our business, financial condition, operational results and cash flows. Consistent with our strategy, we are optimizing operations and facilities and taking measures to contain costs to reduce the impact from tariffs. We may also implement additional pricing actions to mitigate the impact of these tariffs. To date, our strategies have helped minimize our exposure to these conditions.

In July 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes changes to U.S. tax law, including provisions to accelerate tax deductions for qualified property and research expenditures. We are in the process of evaluating the impact of the Act to our consolidated financial statements.

Sales recorded and costs incurred recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar. See Note 13 for additional discussion around our derivative instruments and hedging activities used to mitigate these impacts.

As part of a continuing effort to reduce costs and improve operating performance, we continue to take 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.

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Results of Operations

• Not meaningful

(a) Net sales exclude inter-segment sales of $7.2 million and $11.0 million for the second quarter and six months of 2025, respectively, and $8.5 million and $13.3 million for the second quarter and six months of 2024, respectively.

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Second Quarter Results

The following is a discussion of our 2025 second quarter results compared with the second quarter results of 2024. Comparisons are with the corresponding reporting period of 2024 unless noted otherwise.

Second quarter of 2025 compared with the second quarter of 2024

Our second quarter of 2025 net sales increased 10.2%. Net income attributable to Teledyne for the second quarter of 2025 increased 16.5%, driven primarily by higher net sales. Net income per diluted share was $4.43 for the second quarter of 2025, compared with net income per diluted share of $3.77.

Net Sales

The second quarter of 2025 net sales compared with the second quarter of 2024 reflected higher net sales in each segment. The second quarter of 2025 included $70.1 million in incremental sales from recent acquisitions, which are primarily included within the Aerospace and Defense Electronics segment.

Cost of Sales

Cost of sales increased $87.6 million in the second quarter of 2025, primarily driven by higher net sales. Cost of sales as a percentage of net sales increased for the second quarter of 2025 to 57.4% from 56.9% primarily due to unfavorable product mix.

Selling, General and Administrative Expense

Selling, general and administrative (“SG&A”) expense increased $4.6 million in the second quarter of 2025 primarily due to higher net sales. SG&A expense as a percentage of net sales decreased to 15.2% for the second quarter of 2025 compared with 16.4%, with lower SG&A expense percentages primarily at the Digital Imaging and Instrumentation segments. Corporate expense, which is included in SG&A expense, was $21.7 million for the second quarter of 2025 compared with $18.3 million, with the increase primarily related to higher transaction costs in the second quarter of 2025 for current year acquisitions. Stock-based compensation expense was $11.3 million for the second quarter of 2025 compared with $9.3 million.

Research and Development Expense

R&D expense increased $10.7 million in the second quarter of 2025 primarily due to higher R&D expense at the Digital Imaging and Instrumentation segments.

Acquired Intangible Asset Amortization

Acquired intangible asset amortization for the second quarter of 2025 was $54.6 million compared with $49.1 million, with the increase primarily related to 2025 acquisitions within the Aerospace and Defense Electronics segment.

Pension Service Expense

Pension service expense is included in both cost of sales and SG&A expense. For the second quarter of 2025 and 2024, pension service expense was $1.5 million. For 2025, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans is 7.05% compared with 6.86% in 2024.

Operating Income

Operating income for the second quarter of 2025 increased 12.6%. The second quarter of 2025, compared with the second quarter of 2024, reflected higher operating income in each segment.

Non-operating Income and Expense

Interest and debt expense, net of interest income, was $17.6 million for the second quarter of 2025 compared with $15.8 million. Non-service retirement benefit income was $2.7 million for both the second quarter of 2025 and 2024. Other income and expense, net, was expense of $2.7 million for the second quarter of 2025 compared with expense of $2.2 million for the second quarter of 2024. The Company also recorded a gain on debt extinguishment of $3.3 million for the second quarter of 2025 which is included in other income and expense, net, with no comparable amount recorded in the second quarter of 2024.

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Income Tax

The second quarter of both the 2025 and 2024 income tax provision considers income, permanent items, tax credits and various statutory tax rates.

(a) The second quarter of 2025 includes net discrete income tax benefits of $8.4 million and the second quarter of 2024 includes net discrete income tax benefits of $0.7 million.

First six months of 2025 compared with the first six months of 2024

The first six months of 2025 net sales increased 8.8%. Net income for the first six months of 2025 increased 11.1%, driven primarily by higher net sales. Net income per diluted share was $8.41 for the first six months of 2025, compared with net income per diluted share of $7.49.

Net Sales

The first six months of 2025 net sales, compared with the first six months of 2024, reflected higher net sales in each segment. The first six months of 2025 included $125.7 million in incremental sales from recent acquisitions, which are primarily included within the Aerospace and Defense Electronics segment.

Cost of Sales

Cost of sales increased $147.8 million in the first six months of 2025, primarily driven by higher net sales. Cost of sales as a percentage of net sales increased for the first six months of 2025 to 57.3% from 57.0%.

Selling, General and Administrative Expense

SG&A expense increased $18.8 million in the first six months of 2025 primarily due to higher net sales. SG&A expense as a percentage of net sales for the first six months of 2025 was 15.6% compared with 16.3%. Corporate expense, which is included in SG&A expense, was $43.9 million for the first six months of 2025 compared with $38.4 million, with the increase primarily related to higher transaction costs in the first six months of 2025 for current year acquisitions. Stock-based compensation expense was $20.2 million for the first six months of 2025 compared with $21.3 million.

Research and Development Expense

R&D expense increased $8.5 million in the first six months of 2025 primarily due to higher R&D expense within the Instrumentation and Aerospace and Defense Electronics segments.

Acquired Intangible Asset Amortization

Acquired intangible asset amortization for the first six months of 2025 was $106.6 million compared with $98.5 million, with the increase primarily related to 2025 acquisitions within the Aerospace and Defense Electronics segment.

Pension Service Expense

Pension service expense is included in both cost of sales and SG&A expense. For both the first six months of 2025 and 2024, pension service expense was $3.0 million. For 2025, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans is 7.05% compared with 6.86% in 2024.

Operating Income

Operating income for the first six months of 2025 increased 11.7%. The first six months of 2025, compared with the first six months of 2024, reflected higher operating income in each segment.

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Non-operating Income and Expense

Interest and debt expense, net of interest income, was $34.9 million for the first six months of 2025, compared with $28.5 million, with the increase related to higher outstanding borrowings on our line of credit during the period as compared to the first six months of 2024. Non-service retirement benefit income was $5.5 million for the first six months of 2025 compared with $5.4 million for the first six months of 2024. Other income and expense, net was expense of $8.6 million for the first six months of 2025 compared with expense of $1.0 million for the first six months of 2024, with the amounts primarily related to foreign currency exchange losses in both periods. The Company also recorded a gain on debt extinguishment of $3.3 million for the first six months of 2025 which is included in other income and expense, net, with no comparable amount recorded in the first six months of 2024.

Income Tax

The first six months of both the 2025 and 2024 income tax provision considers income, permanent items, tax credits and various statutory tax rates. In both 2025 and 2024, the first six months discrete impact is primarily related to tax on stock-based compensation.

(a) The first six months of 2025 includes net discrete income tax benefits of $12.1 million and the first six months of 2024 includes net discrete income tax benefits of $5.1 million, respectively.

Segment Results

Segment results include net sales and operating income by segment but exclude corporate office expenses. Corporate expense primarily includes various administrative expenses relating to our corporate office that are not allocated to our segments. See Note 3 to these condensed consolidated financial statements for additional segment information.

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Digital Imaging

Second quarter of 2025 compared with the second quarter of 2024

Net sales increased primarily due to higher sales of unmanned air systems and commercial infrared imaging components, partially offset by lower sales of X-ray and geospatial products. Sales of unmanned air systems increased $20.6 million, sales of commercial infrared imaging components increased $16.1 million, sales of X-ray products decreased $4.0 million and sales of geospatial products decreased $3.7 million. The second quarter of 2025 included $5.8 million in incremental sales from a recent acquisition.

Cost of sales increased primarily due to product mix. As a result of unfavorable product mix, the cost of sales percentage increased during the period. The SG&A expense decrease included the reduction of a contingent liability resulting from a change in estimate, partially offset by higher severance and facility consolidation costs. As a result, SG&A expense as a percentage of net sales decreased during the quarter. R&D expense and R&D expense as a percentage of net sales increased primarily due to the timing of FLIR product development activities. Acquired intangible asset amortization and acquired intangible asset amortization as a percentage of net sales remained reasonably consistent between the two periods.

Operating income increased primarily due to higher net sales and lower SG&A, offset by unfavorable product mix and higher R&D expense during the period, and operating income as a percentage of net sales increased slightly.

First six months of 2025 compared with the first six months of 2024

Net sales increased primarily due to higher sales of commercial infrared imaging components, unmanned air systems and surveillance systems, partially offset by lower sales of X-ray products, industrial automation imaging systems and commercial infrared imaging systems. Sales of commercial infrared imaging components increased by $30.0 million, sales of unmanned air systems increased by $23.1 million, sales of surveillance systems increased by $16.2 million, sales of X-ray products decreased by $10.9 million, sales of industrial automation imaging systems decreased by $9.4 million and sales of commercial infrared imaging systems decreased by $8.7 million. The first six months of 2025 also included $14.7 million in incremental sales from recent acquisitions.

Cost of sales increased primarily due to unfavorable product mix. As a result of unfavorable product mix, the cost of sales percentage increased during the period. The SG&A expense decrease included the reduction of a contingent liability resulting from a change in estimate, partially offset by higher severance and facility consolidation costs. As a result, SG&A expense as a percentage of net sales decreased during the first six months of 2025. R&D expense and R&D expense as a percentage of net sales were reasonably consistent between the two periods. Acquired intangible asset amortization and acquired intangible asset amortization as a percentage of net sales remained reasonably consistent between the two periods.

Operating income increased primarily due to higher net sales and lower SG&A, partially offset by unfavorable product mix during the period. As a result, operating income as a percentage of net sales increased during the period.

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Instrumentation

Second quarter of 2025 compared with the second quarter of 2024

Net sales increased due to higher sales in each product line. Sales of Marine Instrumentation increased $23.7 million due to stronger offshore energy and defense markets. Sales of Environmental Instrumentation increased $6.4 million and sales of Test and Measurement Instrumentation increased $4.0 million.

Cost of sales increased primarily due to higher net sales. The cost of sales percentage decreased slightly. SG&A expense was consistent between the two periods, and SG&A expense as a percentage of net sales decreased primarily due to maintaining cost control measures year-over-year. R&D expense increased due to higher Marine Instrumentation product development, and the R&D expense as a percentage of net sales increased slightly.

Operating income increased primarily due to higher Marine Instrumentation sales and favorable product mix, and operating income as a percentage of net sales increased primarily due to favorable product mix.

For six months of 2025 compared with the first six months of 2024

Net sales increased due to higher sales in each product line. Sales of Marine Instrumentation increased $37.7 million due to stronger offshore energy and defense markets. Sales of Test and Measurement Instrumentation increased $5.1 million, and sales of Environmental Instrumentation increased $4.2 million. The first six months of 2025 included $4.3 million in incremental sales from recent acquisitions.

Cost of sales increased primarily due to higher net sales, partially offset by favorable product mix. The cost of sales percentage decreased due to favorable product mix. SG&A expense increased primarily due to higher net sales, and SG&A expense as a percentage of net sales decreased primarily due to maintaining cost control measures year-over-year. R&D expense increased due to higher Marine Instrumentation product development, and the R&D expense as a percentage of net sales increased slightly.

Operating income increased primarily due to higher net sales and favorable product mix. Operating income as a percentage of net sales increased primarily due to favorable product mix and slower SG&A growth as compared to stronger net sales growth.

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Aerospace and Defense Electronics

• Not meaningful

Second quarter of 2025 compared with the second quarter of 2024

Net sales increased due to a $72.6 million increase in defense electronics, partially offset by a $2.2 million decrease in aerospace electronics. The second quarter of 2025 included $64.3 million in incremental sales from recent acquisitions.

Cost of sales increased due to higher net sales, inventory step-up expense related to the 2025 acquisitions and unfavorable product mix, including recent acquisitions which carry a higher cost of sales percentage, and as a result the cost of sales percentage increased. SG&A expense increased due to higher net sales and higher transaction and integration costs as a result of 2025 acquisitions. R&D expense increased primarily due to the 2025 acquisitions, and the R&D expense as a percentage of net sales was similar in both periods. Acquired intangible asset amortization increased primarily due to the 2025 acquisitions.

Operating income increased primarily due to increased net sales, and operating income as a percent of net sales decreased primarily due to unfavorable product mix including lower gross margins on sales from 2025 acquisitions as well as higher acquired intangible asset amortization.

First six months of 2025 compared with the first six months of 2024

Net sales increased due to a $129.7 million increase for defense electronics, partially offset by a $2.5 million decrease for aerospace electronics. The first six months of 2025 included $106.7 million in incremental sales from recent acquisitions.

Cost of sales increased due to higher net sales, inventory step-up expense related to the 2025 acquisitions and unfavorable product mix, including recent acquisitions which carry a higher cost of sales percentage, and as a result the cost of sales percentage increased. SG&A expense increased due to higher net sales and higher transaction and integration costs as a result of 2025 acquisitions. R&D expense increased primarily due to the 2025 acquisitions, and the R&D expense as a percentage of net sales was similar in both periods. Acquired intangible asset amortization increased primarily due to the 2025 acquisitions.

Operating income increased primarily due to increased net sales, and operating income as a percent of net sales decreased primarily due to higher transaction and integration costs, higher acquired intangible asset amortization and unfavorable product mix including lower gross margins on sales from 2025 acquisitions.

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Engineered Systems

Second quarter of 2025 compared with the second quarter of 2024

Net sales increased due to higher sales of $4.0 million for engineered products, partially offset by a $0.5 million decrease in energy systems.

Cost of sales and cost of sales as a percentage decreased primarily due to favorable program mix. SG&A expense and SG&A expense as a percentage of net sales decreased slightly.

Operating income and operating income as a percentage of net sales increased primarily due to higher net sales and favorable program mix.

First six months of 2025 compared with the first six months of 2024

Net sales increased due to higher sales of $18.2 million for engineered products, partially offset by a $0.8 million decrease in energy systems.

Cost of sales increased primarily due to higher net sales, partially offset by favorable program mix and cost of sales as a percentage decreased primarily due to favorable program mix. SG&A expense decreased primarily due to lower selling expense and SG&A expense as a percentage of net sales decreased.

Operating income and operating income as a percentage of net sales increased primarily due to higher net sales and favorable program mix.

Financial Condition, Liquidity and Capital Resources

Our principal cash and capital requirements are to fund working capital needs, capital expenditures, income tax payments, and debt service requirements as well as acquisitions. We may deploy cash for the stock repurchase program. It is anticipated that cash on hand, operating cash flow, together with available borrowings under our $1.20 billion credit facility, will be sufficient to meet these requirements. To support acquisitions, we may need to raise additional capital. No cash pension contributions have been made since 2013 or are planned for the remainder of 2025 for the domestic qualified pension plans.

During the second quarter of 2025, we entered into a multi-currency notional cash pooling agreement with a financial institution to manage cash flow more efficiently and optimize liquidity. Under the terms of this arrangement, certain participating foreign subsidiaries combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. The pool runs daily on a net positive cash basis and is not intended to be used as a source of funding. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. The net positive cash balance related to this pooling arrangement is included in cash, and cash equivalents on the condensed consolidated balance sheets.

Cash and Cash Equivalents

Cash and cash equivalents totaled $310.9 million at June 29, 2025, compared with $649.8 million at December 29, 2024, with the decrease primarily related to funding the 2025 acquisitions, partially offset by cash generated from operating activities. Cash equivalents consist of highly liquid money-market mutual funds, with maturities of three months or less when purchased.

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Long-term Debt

Total debt, net of unamortized debt discount and debt issuance costs at June 29, 2025, was $2,617.4 million compared with $2,649.0 million at December 29, 2024, with the decrease due to payments on fixed rate senior notes.

At June 29, 2025, $1,168.0 million was available under the $1.20 billion credit facility, after reductions of $32.0 million in outstanding letters of credit.

Our bank credit agreements, which includes our $1.20 billion credit facility expiring June 2029, require us to comply with various financial and operating covenants. At June 29, 2025, we were in compliance with these covenants.

Our liquidity is not dependent upon the use of off-balance sheet financial arrangements. We have no off-balance sheet financing arrangements that incorporate the use of special purpose entities or unconsolidated entities.

We may at any time and from time to time seek to retire or purchase our outstanding debt through cash purchases in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Stock Repurchases

In July 2025, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $2.0 billion of our common stock. This authorization superseded the remaining prior open stock repurchase programs authorized by the Board of Directors. The newly authorized stock repurchase program does not have a stated expiration date. Shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or via an accelerated stock repurchase program. Shares could be repurchased in a plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program is expected to remain open continuously, and the number of shares purchased will depend on a variety of factors such as share price, levels of cash available, acquisitions and alternative investment opportunities available immediately or longer-term, and other regulatory, market or economic conditions. We currently intend to fund future share repurchases, if any, with cash on hand and available borrowings under our credit facility. No repurchases under any authorizations were made in the second quarter and first six months of 2025.

Cash Flows

Net cash provided by operating activities was $469.2 million for the first six months of 2025 compared with $609.7 million, with the decrease driven primarily by higher income tax payments in 2025 as well as the timing of accounts receivable collections.

Net cash used in investing activities was $805.2 million for the first six months of 2025 compared with $157.1 million. During the first six months of 2025, we spent $757.6 million on acquisitions compared with $123.6 million. Capital expenditures for the first six months of 2025 and 2024 were $48.3 million and $33.6 million, respectively. We currently plan to invest approximately $130 million for capital expenditures in 2025.

Net cash used in financing activities was $4.8 million for the first six months of 2025 compared with net cash used in financing activities of $637.9 million.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are those that are reflective of significant judgments and uncertainties and may potentially result in materially different results under different assumptions and conditions. Our critical accounting policies are the following: accounting for revenue recognition; accounting for business combinations, goodwill and acquired intangible assets; and accounting for income taxes.

For additional discussion of the application of the critical accounting policies and other accounting policies, see Note 1 to the condensed consolidated financial statements and also Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Note 2 of the notes to consolidated financial statements included in Teledyne’s 2024 Form 10-K.

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Safe Harbor Cautionary Statement Regarding Forward-Looking Information

From time to time we make, and this report contains, forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, with respect to management’s beliefs about the financial condition, results of operations, acquisitions, capital expenditures, stock repurchases, product synergies, integration costs, tax matters and businesses of Teledyne in the future. Forward-looking statements involve risks and uncertainties, are based on the current expectations of the management of Teledyne and are subject to uncertainty and changes in circumstances. All statements made in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and in other sections of this Form 10-Q that are not historical in nature should be considered forward-looking. Actual results could differ materially from these forward-looking statements.

Many factors could change anticipated results, including: the impact of policies of the U.S. Presidential Administration, especially with respect to new and higher tariffs, cutbacks in the funding of government agencies and programs, and the scaling back of environmental and green energy policies; escalating economic and diplomatic tension between China and the United States, including a potential “trade war” that results in higher tariffs and restrictions on sales of goods and services; reciprocal tariffs from other countries, especially from members of the European Union; changes in relevant tax and other laws; foreign currency exchange risks; rising interest rates; risks associated with indebtedness, as well as our ability to reduce indebtedness and the timing thereof; the impact of semiconductor and other supply chain shortages; higher inflation, including wage competition and higher shipping costs; labor shortages and competition for skilled personnel; the inability to develop and market new competitive products; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with GAAP and related standards; disruptions in the global economy; the ongoing conflict in Israel and neighboring regions, including related protests, attacks on defense contractors and suppliers and the disruption to global shipping routes; the ongoing conflict between Russia and Ukraine, including the impact to energy prices and availability, especially in Europe; customer and supplier bankruptcies; changes in demand for products sold to the defense electronics, instrumentation, digital imaging, energy exploration and production, commercial aviation, semiconductor and communications markets; funding, continuation and award of government programs; cuts to defense spending resulting from existing and future deficit reduction measures or changes to U.S. and foreign government spending and budget priorities triggered by inflation, rising interest costs, and economic conditions; the continuing review and resolution of FLIR’s trade compliance and tax matters; threats to the security of our confidential and proprietary information, including cybersecurity threats; risks related to artificial intelligence; natural and man-made disasters; and our ability to achieve emission reduction targets and decrease our carbon footprint. Lower oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, and new regulations or restrictions relating to energy production could further negatively affect our businesses that supply the oil and gas industry. Weakness in the commercial aerospace industry negatively affects the markets of our commercial aviation businesses. Lower aircraft production rates at Boeing or Airbus could result in reduced sales of our commercial aerospace products. In addition, financial market fluctuations affect the value of the company’s pension assets. Changes in the policies of the United States and foreign governments, including economic sanctions or in regard to support for Ukraine, could result, over time, in reductions or realignment in defense or other government spending and further changes in programs in which the company participates.

While our growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses, retain key management and customers and achieve identified financial and operating synergies. There are additional risks associated with acquiring, owning and operating businesses internationally, including those arising from U.S. and foreign government policy changes or actions and exchange rate fluctuations.

We continue to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. While we believe our control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and may not be detected.

Readers are urged to read our periodic reports filed with the SEC for a more complete description of our Company, its businesses, its strategies and the various risks that we face. Various risks are identified in our 2024 Form 10-K and subsequent Quarterly Reports on Form 10-Q.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

There were no material changes to the information provided under “Item 7A, Quantitative and Qualitative Disclosure About Market Risk” included in our 2024 Form 10-K.

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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 SEC 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 President and Chief Executive Officer and our Executive 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 29, 2025, are effective at the reasonable assurance level.

In connection with our evaluation during the quarterly period ended June 29, 2025, 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.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

See Item 1 of Part I, “Financial Statements—Note 15—Commitments and Contingencies.”

There are no material changes to the risk factors previously disclosed in our 2024 Form 10-K in response to Item 1A. to Part I 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 tariffs and foreign currency exchange rate risks.