A Dark Vector Cognition product

Item 1. Financial Statements

111K characters. Original on sec.gov · Markdown

Item 1. Financial Statements

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024

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

Third QuarterNine Months
2025202420252024
Net sales$1,539.5$1,443.5$4,503.1$4,167.7
Costs and expenses
Cost of sales880.0823.92,579.52,375.6
Selling, general and administrative238.2226.1701.5670.6
Research and development83.473.0240.1221.2
Acquired intangible asset amortization55.149.8161.7148.3
Total costs and expenses1,256.71,172.83,682.83,415.7
Operating income (loss)282.8270.7820.3752.0
Interest and debt income (expense), net(12.6)(15.7)(47.5)(44.2)
Non-service retirement benefit income (expense), net2.72.88.28.2
Other income (expense), net0.9(2.7)(7.7)(3.7)
Income (loss) before income taxes273.8255.1773.3712.3
Provision (benefit) for income taxes52.9(7.1)153.290.7
Net income (loss) including noncontrolling interest220.9262.2620.1621.6
Less: Net income (loss) attributable to noncontrolling interest0.20.20.90.9
Net income (loss) attributable to Teledyne$220.7$262.0$619.2$620.7
Basic earnings per common share$4.71$5.61$13.23$13.18
Weighted average common shares outstanding46.946.746.847.1
Diluted earnings per common share$4.65$5.54$13.06$13.01
Weighted average diluted common shares outstanding47.547.347.447.7

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

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024

(Unaudited — Amounts in millions)

Third QuarterNine Months
2025202420252024
Net income (loss) including noncontrolling interest$220.9$262.2$620.1$621.6
Other comprehensive income (loss):
Foreign exchange translation adjustment(40.5)136.2334.741.6
Hedge activity, net of tax(1.3)—2.5(6.5)
Pension and postretirement benefit adjustments, net of tax2.31.55.55.7
Other comprehensive income (loss)(39.5)137.7342.740.8
Comprehensive income (loss) including noncontrolling interest181.4399.9962.8662.4
Less: Comprehensive income (loss) attributable to noncontrolling interest0.20.20.90.9
Comprehensive income (loss) attributable to Teledyne$181.2$399.7$961.9$661.5

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

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited — Amounts in millions, except share amounts)

September 28, 2025December 29, 2024
Assets
Current Assets
Cash and cash equivalents$528.6$649.8
Accounts receivable, net938.5901.1
Unbilled receivables, net392.5312.1
Inventories, net1,058.1914.4
Prepaid expenses and other current assets305.2167.2
Total current assets3,222.92,944.6
Property, plant and equipment, net of accumulated depreciation and amortization of $1,091.4 at September 28, 2025 and $1,012.1 at December 29, 2024820.4745.2
Goodwill8,651.77,990.5
Acquired intangibles, net2,114.02,012.9
Prepaid pension assets240.2227.6
Other assets, net319.5279.7
Total Assets$15,368.7$14,200.5
Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity
Current Liabilities
Accounts payable$459.5$416.4
Accrued liabilities893.6844.9
Current portion of long-term debt450.20.3
Total current liabilities1,803.31,261.6
Long-term debt, net of current portion2,083.22,648.7
Long-term deferred tax liabilities379.3354.0
Other long-term liabilities542.1380.8
Total Liabilities4,807.94,645.1
Commitments and contingencies (see Note 15)
Redeemable Noncontrolling Interest—6.0
Stockholders’ Equity
Preferred stock, $0.01 par value; outstanding shares—none——
Common stock, $0.01 par value; issued shares: 47,424,847 at September 28, 2025 and 47,432,888 at December 29, 2024; outstanding shares: 46,950,255 at September 28, 2025 and 46,706,612 at December 29, 20240.50.5
Additional paid-in capital4,386.74,414.5
Retained earnings6,865.26,266.7
Treasury stock, 474,592 shares at September 28, 2025 and 726,276 at December 29, 2024(194.4)(292.4)
Accumulated other comprehensive income (loss)(497.2)(839.9)
Total Stockholders’ Equity10,560.89,549.4
Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity$15,368.7$14,200.5

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

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited — Amounts in millions)

Common StockAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total
Balance, December 29, 2024$0.5$4,414.5$(292.4)$6,266.7$(839.9)$9,549.4
Net income (loss)———188.6—188.6
Other comprehensive income (loss), net of tax————153.6153.6
Treasury stock issued—(61.3)61.3———
Stock-based compensation and other—4.1———4.1
Exercise of stock options—29.5———29.5
Balance, March 30, 20250.54,386.8(231.1)6,455.3(686.3)9,925.2
Net income (loss)———209.9—209.9
Other comprehensive income (loss), net of tax————228.6228.6
Treasury stock issued—(13.7)13.7———
Treasury stock repurchased, including excise tax——(2.9)——(2.9)
Stock-based compensation and other—11.4———11.4
Exercise of stock options—4.7———4.7
Balance, June 29, 20250.54,389.2(220.3)6,665.2(457.7)10,376.9
Net income (loss)———220.7—220.7
Acquisition of redeemable noncontrolling interest———(20.7)—(20.7)
Other comprehensive income (loss), net of tax————(39.5)(39.5)
Treasury stock issued—(25.9)25.9———
Stock-based compensation and other—10.4———10.4
Exercise of stock options—13.0———13.0
Balance, September 28, 2025$0.5$4,386.7$(194.4)$6,865.2$(497.2)$10,560.8

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(Unaudited — Amounts in millions)

Common StockAdditional Paid-in CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive Income (Loss)Total
Balance, December 31, 2023$0.5$4,407.3$—$5,447.5$(634.1)$9,221.2
Net income (loss)———178.5—178.5
Other comprehensive income (loss), net of tax————(90.9)(90.9)
Stock-based compensation and other—10.1———10.1
Exercise of stock options—9.1———9.1
Balance, March 31, 20240.54,426.5—5,626.0(725.0)9,328.0
Net income (loss)———180.2—180.2
Other comprehensive income (loss), net of tax————(6.0)(6.0)
Treasury stock issued—(1.9)1.9———
Treasury stock repurchased——(193.8)——(193.8)
Stock-based compensation and other—8.9———8.9
Exercise of stock options—2.4———2.4
Balance, June 30, 20240.54,435.9(191.9)5,806.2(731.0)9,319.7
Net income (loss)———262.0—262.0
Other comprehensive income (loss), net of tax————137.7137.7
Treasury stock issued—(9.1)9.1———
Treasury stock repurchased——(138.8)——(138.8)
Stock-based compensation and other—8.6———8.6
Exercise of stock options—5.0———5.0
Balance, September 29, 2024$0.5$4,440.4$(321.6)$6,068.2$(593.3)$9,594.2

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

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 28, 2025 AND SEPTEMBER 29, 2024

(Unaudited — Amounts in millions)

Nine Months
20252024
Operating Activities
Net income (loss) including noncontrolling interest$620.1$621.6
Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by (used in) operating activities:
Depreciation and amortization251.7232.7
Stock-based compensation30.730.0
Changes in operating assets and liabilities excluding the effect of business acquired:
Accounts receivable and unbilled receivables(12.8)(45.9)
Inventories(59.5)(33.0)
Accounts payable13.955.2
Deferred taxes and income taxes receivable (payable), net(74.2)(63.1)
Prepaid expenses and other assets(50.4)(16.7)
Accrued expenses and other liabilities48.069.1
Other operating, net44.89.6
Net cash provided by (used in) operating activities812.3859.5
Investing Activities
Purchases of property, plant and equipment(77.5)(54.7)
Purchases of businesses, net of cash acquired(764.2)(123.7)
Other investing, net0.80.2
Net cash provided by (used in) investing activities(840.9)(178.2)
Financing Activities
Proceeds from (payments on) fixed rate senior notes(107.7)(450.0)
Proceeds from (payments on) other debt(1.4)(0.2)
Proceeds from exercise of stock options47.216.5
Acquisition of redeemable noncontrolling interest(27.2)—
Purchases of treasury stock, including excise tax(2.9)(332.6)
Other financing, net(1.5)(6.1)
Net cash provided by (used in) financing activities(93.5)(772.4)
Effects of exchange rate changes on cash0.93.8
Change in cash and cash equivalents(121.2)(87.3)
Cash and cash equivalents—beginning of period649.8648.3
Cash and cash equivalents—end of period$528.6$561.0

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

Table of Contents

TELEDYNE TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

September 28, 2025

Note 1. General

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Teledyne Technologies Incorporated (“Teledyne” or the “Company”) pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in notes to consolidated financial statements have been condensed or omitted pursuant to such rules and regulations, but resultant disclosures are in accordance with generally accepted accounting principles in the United States (“GAAP”) as they apply to interim reporting. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes in Teledyne’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024 (“2024 Form 10-K”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, Teledyne’s consolidated financial position as of September 28, 2025, and the consolidated results of operations, consolidated comprehensive income (loss) and consolidated cash flows for the third quarter and nine months ended September 28, 2025. The results of operations and cash flows for the period ended September 28, 2025, are not necessarily indicative of the results of operations or cash flows to be expected for any subsequent quarter or the full fiscal year.

Recent Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires public entities, on an interim and annual basis, to provide disclosure of specified information about costs and expenses in the notes to the financial statements. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods with fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

Other ASUs issued but not effective until after September 28, 2025, are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.

Note 2. Business Acquisitions

2025 Acquisitions

NL Acoustics

During the third quarter of 2025, the Company acquired the redeemable noncontrolling interest of NL Acoustics for $27.2 million in cash, with the acquisition of the noncontrolling interest treated as an equity transaction during the period.

Maretron

During the third quarter of 2025, the Company acquired the assets of Maretron, including the brand’s Octoplex, MPower and MConnect product lines from Littelfuse, Inc. The Maretron assets are part of the Digital Imaging segment, and the acquisition is not material for further disclosure.

Micropac

During the first quarter of 2025, the Company acquired Micropac Industries, Inc. (“Micropac”) for approximately $51.2 million in cash, net of cash acquired. Micropac, founded in 1963 and headquartered in Garland, Texas, designs and manufactures microelectronic circuits, optoelectronic components and sensor and display assemblies primarily for military, aerospace and medical applications. Micropac is part of the Aerospace and Defense Electronics segment. The Company funded the acquisition from cash on hand. Goodwill resulting from the Micropac acquisition will not be deductible for tax purposes.

Optical Systems and Advanced Electronics Systems (“Qioptiq”) businesses

During the first quarter of 2025, the Company acquired select aerospace and defense electronics businesses of Excelitas Technologies Corp. (“Excelitas”) for approximately $702.8 million in cash, net of cash acquired, and subject to certain adjustments. The acquisition includes the Optical Systems (“OS”) business which is based in Northern Wales, UK, as well as the U.S.-based Advanced Electronics Systems (“AES”) business (collectively, “OS and AES businesses”, or “Qioptiq”). Qioptiq is part of the Aerospace and Defense Electronics segment. The Company funded the acquisition from available borrowings on the credit facility as well as from cash on hand. Goodwill resulting from the acquisition of the UK operations will not be deductible for tax purposes, but goodwill resulting from the acquisition of the U.S. operations will be deductible for tax purposes.

2024 Acquisitions

Adimec

During the second quarter of 2024, the Company acquired Adimec Holding B.V. and its subsidiaries (“Adimec”) for $88.7 million in cash, net of cash acquired, and subject to certain adjustments. Adimec, founded in 1992 and headquartered in Eindhoven, Netherlands, develops customized high-performance industrial and scientific cameras. Adimec is part of the Digital Imaging segment. Goodwill resulting from the Adimec acquisition will not be deductible for tax purposes.

Valeport

During the second quarter of 2024, the Company acquired Valeport Holdings 2019 Limited and its affiliates (“Valeport”) for $35.0 million in cash, net of cash acquired, subject to certain adjustments. Valeport, founded in 1969 and headquartered in Totnes, UK, designs and manufactures underwater sensors for environmental, energy, construction and defense applications. Valeport is part of the Marine Instrumentation product line within the Instrumentation segment. Goodwill resulting from the Valeport acquisition will not be deductible for tax purposes.

The following tables show the purchase price (net of cash acquired), goodwill acquired, and acquired intangible assets for the Micropac, Qioptiq and the 2024 acquisitions (in millions):

2025
AcquisitionsAcquisition DateConsideration Transferred (a)Goodwill AcquiredAcquired Intangible Assets
QioptiqFebruary 3, 2025$702.8$446.6$183.6
MicropacDecember 30, 202451.25.08.1
Total$754.0$451.6$191.7

(a) Net of cash acquired

2024
AcquisitionsAcquisition DateConsideration Transferred (a)Goodwill AcquiredAcquired Intangible Assets
AdimecJune 4, 2024$88.7$65.6$17.9
ValeportApril 10, 202435.023.67.8
Total$123.7$89.2$25.7

(a) Net of cash acquired

The Company’s cost to acquire these acquisitions was allocated to the assets acquired and liabilities assumed based upon their respective fair values as of the date of the completion of the acquisition. The differences between the fair value of the consideration paid and the estimated fair value of the assets and liabilities acquired was recorded as goodwill. The fair value of the acquired identifiable assets and liabilities for Qioptiq and Micropac are provisional pending finalization of the Company’s acquisition accounting, including the measurement of tax basis in certain jurisdictions and the resulting deferred taxes that might arise from book and tax basis differences, if any. Pro forma results of operations, the revenue and net income subsequent to the acquisition date, and a more detailed breakout of the major classes of assets and liabilities acquired for these acquisitions have not been presented because the effects of these acquisitions both individually and in the aggregate were not material to the Company’s financial results. The significant factors that resulted in recognition of goodwill for the 2025 and 2024 acquisitions included the acquired businesses’ market positions, growth opportunities in the markets in which they operate, experienced work force and established operating infrastructures. The results of these acquisitions have been included in Teledyne’s results since the dates of their respective acquisition.

Note 3. Business Segments

Teledyne is a leading provider of sophisticated digital imaging products and software, instrumentation, aerospace and defense electronics, and engineered systems. The Company’s customers include government agencies, aerospace prime contractors, energy exploration and production companies, major industrial companies, and airlines. The Company has four reportable segments: Digital Imaging, Instrumentation, Aerospace and Defense Electronics, and Engineered Systems.

Segment results include net sales and operating income by segment but exclude corporate expenses. Corporate expense primarily includes administrative expenses relating to the corporate office not allocated to the segments.

In the first nine months of 2025, the Company completed three acquisitions, and the financial results of these acquisitions have been included since the date of the acquisition and are part of the Digital Imaging and Aerospace and Defense Electronics segments. In 2024, the Company completed two acquisitions, and the financial results of these acquisitions have been included since the date of the acquisition and are part of the Digital Imaging and Instrumentation segments. See Note 2 to these condensed consolidated financial statements for information regarding these 2025 and 2024 acquisitions.

The following table presents net sales, operating expenses and operating income by segment (dollars in millions):

Third Quarter%Nine Months%
Net Sales (a):20252024Change20252024Change
Digital Imaging$785.4$768.42.2%$2,313.4$2,248.62.9%
Instrumentation363.6349.83.9%1,074.51,013.76.0%
Aerospace and Defense Electronics275.5200.237.6%782.8580.334.9%
Engineered Systems115.0125.1(8.1)%332.4325.12.2%
Total net sales$1,539.5$1,443.56.7%$4,503.1$4,167.78.0%

(a) Net sales exclude inter-segment sales of $6.6 million and $17.5 million for the third quarter and first nine months of 2025, respectively, and $5.9 million and $19.2 million for the third quarter and first nine months of 2024, respectively.

Third Quarter%Nine Months%
Cost of sales:20252024Change20252024Change
Digital Imaging$435.1$427.91.7%$1,294.2$1,247.73.7%
Instrumentation186.2178.34.4%546.4519.55.2%
Aerospace and Defense Electronics162.5111.845.3%460.9327.240.9%
Engineered Systems96.2105.9(9.2)%278.0281.2(1.1)%
Total cost of sales$880.0$823.96.8%$2,579.5$2,375.68.6%
Third Quarter%Nine Months%
Selling, general and administrative:20252024Change20252024Change
Digital Imaging$129.4$127.91.2%$372.4$377.9(1.5)%
Instrumentation50.948.45.2%150.9145.73.6%
Aerospace and Defense Electronics29.425.017.6%93.469.534.4%
Engineered Systems6.56.16.6%18.920.4(7.4)%
Total selling, general and administrative$216.2$207.44.2%$635.6$613.53.6%
Third Quarter%Nine Months%
Research and development:20252024Change20252024Change
Digital Imaging$50.7$42.619.0%$143.0$134.66.2%
Instrumentation24.423.34.7%74.368.58.5%
Aerospace and Defense Electronics8.26.918.8%22.417.726.6%
Engineered Systems0.10.2(50.0)%0.40.4—%
Total research and development$83.4$73.014.2%$240.1$221.28.5%
Third Quarter%Nine Months%
Acquired intangible asset amortization:20252024Change20252024Change
Digital Imaging$46.8$46.11.5%$138.5$137.20.9%
Instrumentation3.33.5(5.7)%9.810.5(6.7)%
Aerospace and Defense Electronics5.00.2*13.40.6*
Total acquired intangible asset amortization$55.1$49.810.6%$161.7$148.39.0%
  • Not meaningful
Third Quarter%Nine Months%
Operating income (loss):20252024Change20252024Change
Digital Imaging$123.4$123.9(0.4)%$365.3$351.24.0%
Instrumentation98.896.32.6%293.1269.58.8%
Aerospace and Defense Electronics70.456.325.0%192.7165.316.6%
Engineered Systems12.212.9(5.4)%35.123.151.9%
Corporate expense(22.0)(18.7)17.6%(65.9)(57.1)15.4%
Operating income (loss)$282.8$270.74.5%$820.3$752.09.1%

Product Lines

The Instrumentation segment includes three product lines: Marine Instrumentation, Environmental Instrumentation and Test and Measurement Instrumentation. The Company’s other three segments each contain one product line.

The following table provides a summary of the net sales by product line for the Instrumentation segment (in millions):

Third QuarterNine Months
Instrumentation2025202420252024
Marine Instrumentation$169.7$164.4$503.0$460.0
Environmental Instrumentation117.1109.0345.9333.6
Test and Measurement Instrumentation76.876.4225.6220.1
Total$363.6$349.8$1,074.5$1,013.7

Identifiable assets are those assets used in the operations of the segments. Corporate assets primarily consist of cash and cash equivalents, deferred taxes, net pension assets/liabilities, and other assets (in millions):

Identifiable assets:September 28, 2025December 29, 2024
Digital Imaging$11,163.4$10,942.4
Instrumentation1,792.11,750.9
Aerospace and Defense Electronics1,513.5576.2
Engineered Systems191.8180.3
Corporate707.9750.7
Total identifiable assets$15,368.7$14,200.5

Note 4. Revenue Recognition and Contract Balances

Prior to the acquisition of Qioptiq, approximately 70% of the Company’s revenue was recognized at a point in time, with the remaining 30% of revenue recognized over time. The majority of Qioptiq’s revenue is recognized over time. In future periods, the Company expects approximately 40% of revenue to be recognized over time, with the remaining 60% recognized at a point in time. The Company disaggregates its revenue from contracts with customers by customer type and geographic region for each segment, as management believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

Third Quarter Ended September 28, 2025Third Quarter Ended September 28, 2025
Customer TypeGeographic Region (c)
(in millions)U.S. Govt. (a)Other (b)TotalUnited StatesEuropeAsiaAll OtherTotal
Net sales:
Digital Imaging$173.5$611.9$785.4$372.5$198.9$137.9$76.1$785.4
Instrumentation37.4326.2363.6159.5103.366.734.1363.6
Aerospace and Defense Electronics88.9186.6275.5169.871.724.010.0275.5
Engineered Systems97.217.8115.0113.5—0.60.9115.0
Total$397.0$1,142.5$1,539.5$815.3$373.9$229.2$121.1$1,539.5

(a) U.S. Government sales include sales as a prime contractor or subcontractor.

(b) Primarily commercial sales

(c) Geographic region by destination

Nine Months Ended September 28, 2025Nine Months Ended September 28, 2025
Customer TypeGeographic Region (c)
(in millions)U.S. Govt. (a)Other (b)TotalUnited StatesEuropeAsiaAll otherTotal
Net sales:
Digital Imaging$476.5$1,836.9$2,313.4$1,070.2$600.0$412.7$230.5$2,313.4
Instrumentation97.3977.21,074.5458.4319.7184.6111.81,074.5
Aerospace and Defense Electronics293.3489.5782.8495.0187.869.730.3782.8
Engineered Systems281.251.2332.4328.5—1.82.1332.4
Total$1,148.3$3,354.8$4,503.1$2,352.1$1,107.5$668.8$374.7$4,503.1

(a) U.S. Government sales include sales as a prime contractor or subcontractor.

(b) Primarily commercial sales

(c) Geographic region by destination

Third Quarter Ended September 29, 2024Third Quarter Ended September 29, 2024
Customer TypeGeographic Region (c)
(in millions)U.S. Govt. (a)Other (b)TotalUnited StatesEuropeAsiaAll OtherTotal
Net sales:
Digital Imaging$146.8$621.6$768.4$361.2$208.4$131.7$67.1$768.4
Instrumentation29.6320.2349.8155.098.065.131.7349.8
Aerospace and Defense Electronics69.3130.9200.2135.235.420.59.1200.2
Engineered Systems113.711.4125.1123.6—0.70.8125.1
Total$359.4$1,084.1$1,443.5$775.0$341.8$218.0$108.7$1,443.5

(a) U.S. Government sales include sales as a prime contractor or subcontractor.

(b) Primarily commercial sales

(c) Geographic region by destination

Nine Months Ended September 29, 2024Nine Months Ended September 29, 2024
Customer TypeGeographic Region (c)
(in millions)U.S. Govt. (a)Other (b)TotalUnited StatesEuropeAsiaAll otherTotal
Net sales:
Digital Imaging$399.8$1,848.8$2,248.6$1,020.2$610.4$402.4$215.6$2,248.6
Instrumentation92.3921.41,013.7453.0277.5187.196.11,013.7
Aerospace and Defense Electronics188.9391.4580.3391.8103.059.226.3580.3
Engineered Systems289.235.9325.1322.4—1.11.6325.1
Total$970.2$3,197.5$4,167.7$2,187.4$990.9$649.8$339.6$4,167.7

(a) U.S. Government sales include sales as a prime contractor or subcontractor.

(b) Primarily commercial sales

(c) Geographic region by destination

With the exception of the Engineered Systems segment, net sales in each segment are primarily derived from fixed price contracts. Net sales in the Engineered Systems segment are typically between 45% and 55% fixed price contracts in a given reporting period, with the balance of net sales derived from cost-reimbursable type contracts. For the nine months ended September 28, 2025, approximately 46% of net sales in the Engineered Systems segment were derived from fixed price contracts.

Contract Liabilities

Balance at
Contract Liabilities by Balance Sheet Location (in millions)September 28, 2025December 29, 2024
Accrued liabilities$358.5$312.6
Other long-term liabilities43.830.5
Total contract liabilities$402.3$343.1

The Company recognized revenue of $192.7 million during the nine months ended September 28, 2025, from contract liabilities that existed at the beginning of year.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the period end date and exclude unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity). As of September 28, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was $4,569.2 million. The Company expects approximately 68% of remaining performance obligations to be recognized into revenue within the next 12 months, with the remaining 32% recognized thereafter.

Changes in Contract Estimates at Completion

For over time contracts using the cost-to-cost method, the Company has an Estimate at Completion (“EAC”) process in which management reviews the progress and execution of the performance obligations. This EAC process requires management’s judgment relative to assessing risks, estimating contract revenue, determining reasonably dependable cost estimates, and making assumptions for scheduling and technical issues. The majority of revenue recognized over time uses an EAC process. Since certain contracts extend over a long period of time, the impact of revisions in cost and revenue estimates during the progress of work may adjust the current period earnings through a cumulative catch-up basis. This method recognizes, in the current period, the cumulative effect of the changes on current and prior quarters. Additionally, if the current contract estimate indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract cost and revenue estimates for significant contracts are generally reviewed and reassessed quarterly.

The net aggregate effects of these changes in estimates on contracts accounted for under the cost-to-cost method in the first nine months of 2025 was $8.6 million of favorable operating income compared with $5.1 million of favorable operating income in the first nine months of 2024. None of the effects of changes in estimates on any individual contract were material to the condensed consolidated statements of income (loss) for any period presented.

Note 5. Goodwill and Acquired Intangible Assets

Goodwill

The carrying value of goodwill by segment was as follows (in millions):

Digital ImagingInstrumentationAerospace and Defense ElectronicsEngineered SystemsTotal
Balance at December 29, 2024$6,854.6$955.3$163.0$17.6$7,990.5
Current year acquisitions5.5—451.6—457.1
Foreign currency changes and other150.829.623.7—204.1
Balance at September 28, 2025$7,010.9$984.9$638.3$17.6$8,651.7

Acquired intangible assets

Acquired intangible assets consisted of the following (in millions):

September 28, 2025December 29, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Proprietary technology$1,874.2$966.2$908.0$1,665.5$796.6$868.9
Customer list/relationships671.6294.3377.3599.3252.9346.4
Patents0.60.6—0.60.6—
Non-compete agreements0.90.9—0.90.9—
Trademarks49.513.536.012.27.74.5
Backlog16.516.5—16.016.0—
Total intangibles subject to amortization2,613.31,292.01,321.32,294.51,074.71,219.8
Intangibles not subject to amortization:
Trademarks792.7—792.7793.1—793.1
Total acquired intangible assets$3,406.0$1,292.0$2,114.0$3,087.6$1,074.7$2,012.9

An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Based on the results of the Company’s annual assessment in the fourth quarter of 2024, all reporting units with the exception of the FLIR reporting unit in the Digital Imaging segment had estimated fair values that significantly exceeded their respective carrying value. At the assessment date in the fourth quarter of 2024, the estimated fair value of the FLIR reporting unit exceeded its carrying value by approximately $420 million, or 5%, and the FLIR reporting unit had $5,856.5 million of goodwill at the prior year assessment date. As of September 28, 2025, the FLIR reporting unit had $5,917.3 million of goodwill, with the change in value from the prior year assessment date related to the impact of foreign currency translation.

Although the assumptions used in the Company’s prior year discounted cash flow model and market approach are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in determining the expected results of the FLIR reporting unit. Changes in forecast estimates or the application of alternative assumptions could produce significantly different results. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure.

Although no impairment existed for the FLIR reporting unit as of the prior year assessment date, a non-cash impairment of goodwill could result from a number of circumstances, including different assumptions used in determining the fair value of the reporting unit, changes to customer spending priorities, or a sharp increase in interest rates without a corresponding increase in future net sales.

For all reporting units, including the FLIR reporting unit, there have been no events or changes in circumstances which indicate that it is more likely than not that the fair value of the reporting unit is below its carrying value. As such, no interim impairment review was required. The Company will perform its annual analysis during the fourth quarter of 2025.

Based on the results of the Company’s annual assessment in the fourth quarter of 2024, the estimated fair value of all material indefinite-lived trademarks, with the exception of the FLIR indefinite-lived trademark, significantly exceeded their respective carrying value. At the prior year annual assessment date, the FLIR indefinite-lived trademark value was reduced to $635.8 million, which represented the estimated fair value of the asset as of the prior year assessment date.

The most significant assumptions utilized in the determination of the fair value of the FLIR trademark were the net sales growth rates (including residual growth rates), discount rate, and royalty rate. Although the FLIR sales forecasts were based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in determining the expected results of the FLIR business. Changes in sales forecast estimates or the application of alternative assumptions could produce significantly different results. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. The royalty rate was driven by historical and estimated future profitability of the underlying FLIR business. The royalty rate may be impacted by significant adverse changes in long-term operating margins. Subsequent to the assessment made in the prior year, additional non-cash impairment of the trademark could result from a number of circumstances, including different assumptions used in determining the fair value of the trademark, changes to customer spending priorities or a sharp increase in interest rates without a corresponding increase in future net sales.

For all indefinite-lived trademarks, including the FLIR trademark, there have been no events or changes in circumstances which indicate that it is more likely than not that the fair value of the trademark is below its carrying value. As such, no interim impairment review was required. The Company will perform its annual analysis during the fourth quarter of 2025.

Note 6. Supplemental Balance Sheet Information

Cash Equivalents

The Company had $313.6 million and $304.1 million of cash equivalents at September 28, 2025, and December 29, 2024, respectively. The Company has categorized its cash equivalents as a Level 1 financial asset, measured at fair value based on quoted prices in active markets of identical assets.

Accounts Receivable, Net

Accounts receivable is presented net of an allowance for estimated credit losses of $15.7 million at September 28, 2025 and $15.5 million at December 29, 2024.

Inventories, Net

Inventories are stated at the lower of cost or net realizable value and primarily valued on an average cost or first-in, first-out method. Inventory adjustments are recorded when inventory is considered to be excess or obsolete based upon an analysis of actual on-hand quantities on a part-level basis to forecasted product demand and historical usage. Inventory balances are summarized as follows (in millions):

Balance at
September 28, 2025December 29, 2024
Raw materials and supplies$637.0$559.2
Work in process241.1190.4
Finished goods180.0164.8
Total inventories, net$1,058.1$914.4

Product Warranty Costs

Some of the Company’s products are subject to specified warranties, and the Company provides for the estimated cost of product warranties. The adequacy of the warranty reserve is assessed regularly, and the reserve is adjusted as necessary based on a review of historical warranty experience with respect to the applicable business or products, as well as the length and actual terms of the warranties. The warranty reserve is included in current accrued liabilities and other long-term liabilities on the condensed consolidated balance sheet.

Nine Months
Warranty Reserve (in millions):20252024
Balance at beginning of year$50.2$49.1
Product warranty expense19.218.4
Deductions(12.9)(19.3)
Acquisition0.40.4
Balance at end of period$56.9$48.6

Note 7. Long-Term Debt

Balance at
Long-Term Debt (in millions):September 28, 2025December 29, 2024
$1.2 billion credit facility due June 2029$—$—
1.60% Fixed Rate Senior Notes due April 2026450.0450.0
2.25% Fixed Rate Senior Notes due April 2028700.0700.0
2.50% Fixed Rate Senior Notes due August 2030439.7485.0
2.75% Fixed Rate Senior Notes due April 2031957.11,030.0
Other debt1.01.2
Debt discount and debt issuance costs(14.4)(17.2)
Total debt, net2,533.42,649.0
Less: Current portion of long-term debt(450.2)(0.3)
Total long-term debt, net of current portion$2,083.2$2,648.7

At September 28, 2025, $1,168.7 million was available under the $1.2 billion credit facility after reductions of $31.3 million in outstanding letters of credit. The Company’s bank credit agreements require the Company to comply with various financial and operating covenants, and at September 28, 2025, the Company was in compliance with these covenants. In the first nine months of 2025, the Company repurchased and retired $118.2 million of principal of its fixed rate senior notes for $107.7 million in cash.

Note 8. Income Taxes

The income tax provision is calculated using an estimated annual effective tax rate based upon estimates of annual income, permanent items, statutory tax rates and planned tax strategies in the various jurisdictions in which the Company operates, except that certain loss jurisdictions and discrete items such as the resolution of uncertain tax positions and stock-based accounting income tax benefits are treated separately.

Third QuarterNine Months
(dollars in millions)2025202420252024
Provision (benefit) for income taxes (a)$52.9$(7.1)$153.2$90.7
Income (loss) before income taxes$273.8$255.1$773.3$712.3
Effective tax rate19.3%(2.8)%19.8%12.7%

(a) The third quarter of 2025 includes net discrete income tax benefits of $4.9 million and the first nine months of 2025 includes net discrete income tax benefits of $17.0 million, respectively. The third quarter of 2024 includes net discrete income tax benefits of $62.3 million and the first nine months of 2024 includes net discrete income tax benefits of $67.4 million, respectively.

Note 9. Pension Plans

Third QuarterNine Months
2025202420252024
Service cost—benefits earned during the period (in millions)$1.5$1.5$4.5$4.5
Pension non-service cost (income) (in millions):
Interest cost on benefit obligation$7.8$8.0$23.6$24.3
Expected return on plan assets(13.5)(13.6)(40.3)(40.7)
Amortization of net prior service cost (income)—(0.1)0.1(0.5)
Amortization of net actuarial loss (gain)2.82.98.58.7
Pension non-service cost (income)$(2.9)$(2.8)$(8.1)$(8.2)

Note 10. Stock-Based Compensation

Teledyne has long-term incentive plans pursuant to which it has granted non-qualified stock options, restricted stock awards and restricted stock units. The Company also has non-employee director stock compensation plans pursuant to which common stock, stock options and restricted stock units have been issued to its directors. The Company issues shares of common stock upon the exercise of stock options. The Company uses the Black–Scholes option pricing model to determine the fair value of stock options.

Stock-based compensation expense was $10.5 million and $30.7 million for the third quarter and first nine months of 2025, respectively, and $8.7 million and $30.0 million for the third quarter and first nine months of 2024, respectively.

Stock option activity for the third quarter and first nine months of 2025 is as follows:

Third QuarterNine Months
SharesWeighted Average Exercise PriceSharesWeighted Average Exercise Price
Beginning balance1,034,778$299.251,135,749$278.34
Granted (a)4,660$555.9567,722$467.63
Exercised(64,196)$202.86(224,869)$210.09
Canceled(15,716)$418.86(19,076)$414.50
Ending balance959,526$304.99959,526$304.99
Exercisable at end of period827,254$284.51827,254$284.51

(a) In the second quarter of 2025, the Company granted stock options with a grant date fair value of $179.30 per share.

Restricted stock activity for the third quarter and first nine months of 2025 is as follows:

Third QuarterNine Months
SharesWeighted Average Fair Value per ShareSharesWeighted Average Fair Value per Share
Beginning balance205,871$424.63160,344$398.79
Granted—$—94,477$456.89
Vested(337)$413.17(41,043)$386.60
Forfeited/canceled(9,076)$406.79(17,320)$390.21
Ending balance196,458$419.86196,458$419.86

Note 11. Earnings Per Share

The weighted average number of common shares used in the calculation of basic and diluted earnings per share consisted of the following (in millions):

Third QuarterNine Months
2025202420252024
Weighted average basic common shares outstanding46.946.746.847.1
Effect of dilutive securities (primarily stock options)0.60.60.60.6
Weighted average diluted common shares outstanding47.547.347.447.7

For the third quarter and first nine months of 2024, the Company excluded approximately 0.2 million of stock options in the computation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive. For the third quarter and first nine months of 2025, the amount of excluded stock options in the computation of diluted earnings per share was not material.

Stock Repurchases

In July 2025, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $2.0 billion of Teledyne’s 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. The Company currently intends to fund future share repurchases, if any, with cash on hand and available borrowings under the Company’s credit facility. No repurchases under any authorizations were made in the third quarter and first nine months of 2025.

Note 12. Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, as applicable, for the third quarter and nine months ended September 28, 2025, and September 29, 2024, are as follows (in millions):

Foreign Currency TranslationCash Flow HedgesPension and Postretirement BenefitsTotal
Balance at June 29, 2025$(227.1)$1.6$(232.2)$(457.7)
Other comprehensive income (loss) before reclassifications(40.5)(0.8)—(41.3)
Amounts reclassified from AOCI—(0.5)2.31.8
Net other comprehensive income (loss)(40.5)(1.3)2.3(39.5)
Balance at September 28, 2025$(267.6)$0.3$(229.9)$(497.2)
Foreign Currency TranslationCash Flow HedgesPension and Postretirement BenefitsTotal
Balance at June 30, 2024$(487.3)$1.7$(245.4)$(731.0)
Other comprehensive income (loss) before reclassifications136.2(3.3)—132.9
Amounts reclassified from AOCI—3.31.54.8
Net other comprehensive income (loss)136.2—1.5137.7
Balance at September 29, 2024$(351.1)$1.7$(243.9)$(593.3)
Foreign Currency TranslationCash Flow Hedges and OtherPension and Postretirement BenefitsTotal
Balance at December 29, 2024$(602.3)$(2.2)$(235.4)$(839.9)
Other comprehensive income (loss) before reclassifications334.72.4—337.1
Amounts reclassified from AOCI—0.15.55.6
Net other comprehensive income (loss)334.72.55.5342.7
Balance at September 28, 2025$(267.6)$0.3$(229.9)$(497.2)
Foreign Currency TranslationCash Flow Hedges and OtherPension and Postretirement BenefitsTotal
Balance at December 31, 2023$(392.7)$8.2$(249.6)$(634.1)
Other comprehensive income (loss) before reclassifications41.6(2.6)—39.0
Amounts reclassified from AOCI—(3.9)5.71.8
Net other comprehensive income (loss)41.6(6.5)5.740.8
Balance at September 29, 2024$(351.1)$1.7$(243.9)$(593.3)

The reclassifications out of AOCI to net income for the third quarter ended September 28, 2025, and September 29, 2024, are as follows (in millions):

Amount Reclassified From AOCI for the Quarter Ended September 28, 2025Amount Reclassified From AOCI for the Quarter Ended September 29, 2024Statement of Income (Loss) Presentation
(Gain) loss on cash flow hedges:
(Gain) loss recognized in income on derivatives$(0.6)$4.4See Note 13
Income tax impact0.1(1.1)Provision for income taxes
Total$(0.5)$3.3
Amortization of defined benefit pension and postretirement plan items:
Amortization of net prior service cost (income)$0.1$(0.1)Costs and expenses
Amortization of net actuarial loss2.92.3Costs and expenses
Total before tax3.02.2
Income tax impact(0.7)(0.7)Provision for income taxes
Total$2.3$1.5
Amount Reclassified From AOCI for the Nine Months Ended September 28, 2025Amount Reclassified From AOCI for the Nine Months Ended September 29, 2024Statement of Income (Loss) Presentation
(Gain) loss on cash flow hedges:
(Gain) loss recognized in income on derivatives$0.2$(5.3)See Note 13
Income tax impact(0.1)1.4Provision for income taxes
Total$0.1$(3.9)
Amortization of defined benefit pension and postretirement plan items:
Amortization of net prior service cost (income)$0.2$(0.3)Costs and expenses
Amortization of net actuarial loss7.08.1Costs and expenses
Total before tax7.27.8
Income tax impact(1.7)(2.1)Provision for income taxes
Total$5.5$5.7

Note 13. Derivative Instruments and Hedging Activities

The Company’s primary exposure to market risk relates to changes in foreign currency exchange rates and interest rates. The Company’s primary foreign currency risk management objective is to protect the U.S. dollar value of future cash flows and minimize the volatility of reported earnings. During 2025, the Company entered into certain derivative contracts to reduce the volatility from translation of the Company’s euro denominated net investments. The Company does not use foreign currency forward contracts for speculative or trading purposes.

The Company mitigates exposure to foreign currency exchange rates and interest rates primarily through the following:

Designated Hedging Activities

The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for the Canadian companies, and in British pounds for the UK companies. As of September 28, 2025, foreign currency forward contracts in Canadian dollars designated as cash flow hedges have maturities ranging from October 2025 to February 2026. As of September 28, 2025, foreign currency forward contracts in British pounds designated as cash flow hedges have maturities ranging from October 2025 to February 2026.

Table of Contents

The Company utilizes cross-currency swaps to hedge portions of the Company’s euro denominated net investments against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. In the first nine months of 2025, the Company entered cross-currency swaps designated as net investment hedges with a total notional amount of €450.0 million to hedge portions of the Company’s euro denominated net investments against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. These cross-currency swaps mature between September 2026 and September 2030.

The Company converted a U.S. dollar denominated, variable rate debt obligation of a European subsidiary into a euro fixed rate obligation using a receive float, pay fixed cross-currency swap to reduce the variability of interest rates. This cross-currency swap matured in October 2024.

Non-Designated Hedging Activities

The Company utilizes foreign currency forward contracts to mitigate foreign exchange rate risk associated with foreign currency denominated monetary assets and liabilities, including intercompany receivables and payables. These foreign currency forward contracts are not designated as accounting hedges. The gain or loss resulting from a change in fair value of a derivative instrument that is not designated an accounting hedge is recognized immediately in earnings and intended to, at a minimum, partially offset the transaction gains and losses recognized in earnings.

Derivative Instruments

The following is a summary of the gain (loss) included in the condensed consolidated statements of income (loss) and comprehensive income (loss) related to the derivative instruments described above (in millions):

Third QuarterNine Months
2025202420252024
Net gain (loss) recognized in AOCI—Foreign Exchange Contracts (a)$(1.2)$(4.5)$3.1$(3.6)
Net gain (loss) recognized in AOCI—Cross-Currency Swap Contracts (a)$2.7$—$(34.8)$—
Net gain (loss) reclassified from AOCI into revenue/cost of sales—Foreign Exchange Contracts (a)$0.6$(0.1)$(0.2)$0.9
Net gain (loss) reclassified from AOCI into other income and expense, net—Foreign Exchange Contracts (b)$—$(6.6)$—$(1.7)
Net gain (loss) reclassified from AOCI into interest expense—Foreign Exchange Contracts$—$2.2$—$6.1
Net gain (loss) recognized in other income and expense, net—Foreign Exchange Contracts$(10.1)$15.3$30.4$3.2

(a) Effective portion, pre-tax

(b) Amount reclassified to offset earnings impact of liability hedged by cross-currency swap, used to hedge debt

Net deferred gains recorded in AOCI for the forward contracts that will mature in the next 12 months total $0.3 million, net of taxes. These gains are expected to be offset by anticipated losses in the value of the forecasted underlying hedged item.

The following is a summary of notional amounts and fair values of the Company’s derivatives recorded in the condensed consolidated balance sheets presented by instrument type and use (in millions):

Notional AmountFair Value AssetFair Value Liability
September 28, 2025December 29, 2024September 28, 2025December 29, 2024September 28, 2025December 29, 2024
Derivatives designated as hedging instruments
Foreign currency forward contracts$33.1$83.3$0.6$—$(0.2)$(3.0)
Cross-currency swap agreements524.9—7.0—(38.3)—
Total derivatives designated as hedging instruments$558.0$83.3$7.6$—$(38.5)$(3.0)
Derivatives not designated as hedging instruments
Foreign currency forward contracts714.9974.80.61.0(5.9)(13.9)
Total derivatives$1,272.9$1,058.1$8.2$1.0$(44.4)$(16.9)

All derivative assets are presented in Other current assets or Other non-current assets. All derivative liabilities are presented in Accrued liabilities or Other non-current liabilities.

Table of Contents

Note 14. Fair Value Measurement

The Company’s financial assets and liabilities carried at fair value are primarily comprised of derivative contracts used to hedge the Company’s foreign currency risk. The Company has not elected to measure any additional financial instruments or other items at fair value.

Financial Instruments Recorded at Fair Value

The fair values of the Company’s derivative financial instruments are presented below. All fair values for these derivatives were measured using Level 2 hierarchy information as defined by the accounting policies (in millions):

September 28, 2025December 29, 2024
Assets:
Foreign currency forward contracts$1.2$1.0
Cross-currency swaps7.0—
Total assets recorded at fair value$8.2$1.0
Liabilities:
Foreign currency forward contracts(6.1)(16.9)
Cross-currency swaps(38.3)—
Total liabilities recorded at fair value$(44.4)$(16.9)
Net derivatives at fair value$(36.2)$(15.9)

Gross derivative assets and liabilities are subject to legally enforceable master netting agreements, for which the Company has not elected to present net amounts on the condensed consolidated balance sheets. The effect of such right of setoff on the Company’s financial position was $0.2 million as of September 28, 2025, and December 29, 2024.

Financial Instruments Not Recorded at Fair Value

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values due to the short-term maturities of these assets and liabilities.

Teledyne estimates the fair value of its long-term debt based on debt of similar type, rating and maturity and at comparable interest rates. The Company’s long-term debt is considered a Level 2 and is valued based on observable market data. As of September 28, 2025, and December 29, 2024, the aggregate fair values of the Company’s borrowings were $2,394.3 million and $2,395.0 million, respectively, and the carrying values were $2,547.8 million and $2,666.2 million, respectively.

The cost, if any, to terminate off-balance sheet financial instruments (primarily letters of credit) is not significant.

Note 15. Commitments and Contingencies

Trade Compliance Matters

The Company has made voluntary disclosures to the U.S. Department of State and the U.S. Department of Commerce, including to the Bureau of Industry and Security with respect to Teledyne FLIR shipments of products from non-U.S. jurisdictions which were not licensed due to an incorrect de minimis calculation methodology under the Export Administration Regulations. The Company has also made voluntary disclosures to export authorities in jurisdictions outside the United States for certain potential violations of local export laws. The Company accrues amounts associated with potential violations to the extent a loss, penalty or other government action becomes probable and can be reasonably estimated. An unfavorable outcome could result in substantial fines and penalties or loss or suspension of export privileges or of particular authorizations that could be material to the Company’s financial position, results of operations or cash flows in and following the period in which such outcome becomes estimable or known.

Environmental Remediation Obligations

At September 28, 2025, the Company’s reserves for environmental remediation obligations totaled $6.1 million, of which $3.0 million is included in current accrued liabilities. At December 29, 2024, the Company’s reserves for environmental remediation obligations totaled $6.5 million. The Company evaluates whether it may be able to recover a portion of future costs for environmental liabilities from its insurance carriers and from third parties. The timing of expenditures depends on a number of factors that vary by site, including the nature and extent of contamination, the number of potentially responsible parties, the timing of regulatory approvals, the complexity of the investigation and remediation, and the standards for remediation. The Company expects that it will pay the amounts recorded over many years and will complete remediation of all sites with which it has been identified in up to 30 years.

Table of Contents

Legal Matters

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. A number of other lawsuits, claims and proceedings have been or may be asserted against the Company, including those pertaining to product liability, acquisitions, patent infringement, contracts, employment and employment benefits. While the outcome of litigation, claims, proceedings and investigations cannot be predicted with certainty, and some of these matters may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company’s financial condition.

Note 16. Subsequent Events

TransponderTech

In the third quarter of 2025, the Company announced that it had entered into an agreement to acquire the TransponderTech business headquartered in Linkoping, Sweden from Saab AB. The agreement to acquire the TransponderTech business includes a portfolio of connected commercial maritime products, including Automatic Identification System, VHF Data Exchange System and Global Navigation Satellite System technologies. The transaction is expected to close in the fourth quarter of 2025, and will be included in the Digital Imaging segment.

Table of Contents

Previous: Cover and table of contents · Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations