Teledyne Technologies TDY · USD

Business SegmentsTeledyne’s businesses are aligned in four reportable segments: Digital Imaging, Instrumentation, Aerospace and Defense Electronics, and Engineered Systems. The Company manages, evaluates and aggregates its operating segments for segment reporting purposes primarily on the basis of product and service type, production process, distribution methods, type of customer, management organization, sales growth potential and long-term profitability. The Company’s Executive Chairman, who has been identified as the Chief Operating Decision Maker, uses operating income (loss) as the measure of profit or loss to assess the performance of each segment by comparing actual results to the budget and prior year, and to allocate resources.The Digital Imaging segment includes high-performance sensors, cameras and systems, within the visible, infrared and X-ray spectra for use in industrial, government and medical applications, as well as MEMS and high-performance, high-reliability semiconductors including analog-to-digital and digital-to-analog converters. The Instrumentation segment provides monitoring and control instruments for marine, environmental, industrial and other applications, electronic test and measurement equipment and harsh environment interconnect products. The Aerospace and Defense Electronics segment provides sophisticated electronic components and subsystems and communications products, including defense electronics, harsh environment interconnects, data acquisition and communications equipment for aircraft and components, and subsystems for wireless and satellite communications, as well as general aviation batteries. The Engineered Systems segment provides innovative systems engineering and integration, advanced technology application, software development and manufacturing solutions for defense, space, environmental and energy applications.Business segment results include net sales and operating income by segment but excludes corporate office expenses. Corporate expense primarily includes various administrative expenses relating to the corporate office not allocated to the segments and is included within SG&A expense.Information for the Company’s business segments was as follows (in millions):Fiscal Year Ended December 28, 2025Digital ImagingInstrumentationAerospace and Defense ElectronicsEngineered SystemsTotalNet sales (a)$3,163.9 $1,457.1 $1,058.7 $435.7 $6,115.4 Costs and expensesCost of sales1,771.4 742.5 624.6 362.1 3,500.

Revenue Recognition and Contract BalancesThe Company disaggregates its revenue from contracts with customers by customer type and geographic region for each segment, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. With the exception of the Engineered Systems segment, net sales in each segment is 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 related to cost-reimbursable type contracts. For 2025, 2024 and 2023, approximately 46%, 50%, and 49%, respectively, of net sales in the Engineered Systems segment was derived from fixed-price contracts.Fiscal Year Ended December 28, 2025Fiscal Year Ended December 28, 2025Customer TypeGeographic Region (c)(in millions)U.S. Govt. (a)Other (b)TotalUnited StatesEuropeAsiaAll otherTotalNet sales:Digital Imaging$645.5 $2,518.4 $3,163.9 $1,462.1 $833.3 $552.7 $315.8 $3,163.9 Instrumentation125.5 1,331.6 1,457.1 619.0 438.7 245.7 153.7 1,457.1 Aerospace and Defense Electronics420.1 638.6 1,058.7 671.5 253.7 93.7 39.8 1,058.7 Engineered Systems368.3 67.4 435.7 430.2 0.1 2.3 3.1 435.7 Total$1,559.4 $4,556.0 $6,115.4 $3,182.8 $1,525.8 $894.4 $512.4 $6,115.4 (a) U.S. Government sales include sales as a prime contractor or subcontractor.(b) Primarily commercial sales(c) Geographic region by destinationFiscal Year Ended December 29, 2024Fiscal Year Ended December 29, 2024Customer TypeGeographic Region (c)(in millions)U.S. Govt. (a)Other (b)TotalUnited StatesEuropeAsiaAll otherTotalNet sales:Digital Imaging$557.1 $2,513.7 $3,070.8 $1,365.9 $830.1 $565.9 $308.9 $3,070.8 Instrumentation123.5 1,259.1 1,382.6 611.7 389.0 249.9 132.0 1,382.6 Aerospace and Defense Electronics307.5 469.3 776.8 525.9 136.0 79.9 35.0 776.8 Engineered Systems389.0 50.8 439.8 435.4 — 1.9 2.5 439.8 Total$1,377.1 $4,292.9 $5,670.0 $2,938.9 $1,355.1 $897.6 $478.4 $5,670.0 (a) U.S. Government sales include sales as a prime contractor or subcontractor.(b) Primarily commercial sales(c) Geographic region by destinationFiscal Year Ended December 31, 2023Fiscal Year Ended December 31, 2023Customer TypeGeographic Region (c)(in millions)U.S. Govt. (a)Other (b)TotalUnited StatesEuropeAsiaAll otherTotalNet sales:Digital Imaging$570.7 $2,573.4 $3,144.1 $1,406.9 $808.7 $622.9 $305.6 $3,144.1 Instrumentation95.9 1,230.

Commitments and ContingenciesTrade Compliance MattersThe Company has made voluntary disclosures to the U.S. Department of State and the U.S. Department of Commerce, including to the BIS, 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 ObligationsAt December 28, 2025, the Company’s reserves for environmental remediation obligations totaled $6.0 million, of which $2.9 million is included in current accrued liabilities and the remainder included in other long-term liabilities. 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.Other Claims and Legal MattersIn December 2025, Teledyne RISI, Inc. d/b/a Teledyne Electronic Safety Products (“TESP”) reached a final settlement agreement with U.S. Department of Justice, on behalf of the Department of the Air Force and the Department of the Navy, regarding a civil false claims investigation relating to certain electronic modules manufactured between November 2011 and June 2012 for an ejection seat sequencer program. By entering a negotiated settlement, which included the payment by TESP of $1.

Long-Term DebtLong-Term Debt (dollars in millions):December 28, 2025December 29, 2024$1.2 billion credit facility due June 2029$— $— 1.60% Fixed Rate Senior Notes due April 2026450.0 450.0 2.25% Fixed Rate Senior Notes due April 2028700.0 700.0 2.50% Fixed Rate Senior Notes due August 2030427.3 485.0 2.75% Fixed Rate Senior Notes due April 2031910.7 1,030.0 Other debt1.0 1.2 Debt discount and debt issuance costs(13.6)(17.2)Total debt, net2,475.4 2,649.0 Less: Current portion of long-term debt(450.1)(0.3)Total long-term debt, net of current portion$2,025.3 $2,648.7 As of December 28, 2025, no borrowings were outstanding under the $1.20 billion credit facility. Excluding interest and fees, no payments are due under the $1.20 billion unsecured credit facility until it matures in June 2029. Borrowings under the credit facility and term loan are at variable rates which are, at the Company’s option, tied to a base rate, Eurocurrency rate or equivalent as defined in the Company’s credit agreements. Available borrowing capacity under the credit facility, which is reduced by borrowings and certain outstanding letters of credit, was $1,171.0 million at December 28, 2025. The credit agreement requires the Company to comply with various financial and operating covenants and at December 28, 2025, the Company was in compliance with these covenants. At December 28, 2025, Teledyne had $53.4 million in outstanding letters of credit.During 2025, the Company repurchased and retired $177.0 million of principal of its fixed rate senior notes for $162.0 million in cash.During 2024, the Company repaid the $450.0 million Fixed Rate Senior Notes due April 2024 and the $150.0 million term loan due October 2024.Maturities of long-term debt as of December 28, 2025 (in millions):Fiscal year2026$450.1 20270.1 2028700.1 20290.1 2030427.4 Thereafter911.2 Total principal payments2,489.0 Debt issuance costs(13.6)Total debt $2,475.4 The Company has no sinking fund requirements.Total net interest expense, including credit facility fees and other bank charges, was $59.6 million, $57.9 million and $77.3 million for 2025, 2024 and 2023, respectively. Cash payments for interest and credit facility fees and other bank charges totaled $71.3 million, $73.4 million and $87.9 million for 2025, 2024 and 2023, respectively.

Income TaxesIncome (loss) before income taxes included the following (in millions):202520242023Domestic operations$702.9 $527.4 $532.4 Foreign operations391.6 410.5 426.5 Total income (loss) before income taxes$1,094.5 $937.9 $958.9 The provision for income taxes included the following (in millions):202520242023Current provision (benefit): Federal$144.4 $149.3 $91.2 State29.7 25.5 21.4 Foreign83.3 40.5 57.1 Total current provision (benefit)257.4 215.3 169.7 Deferred provision (benefit): Federal(27.0)(55.8)(78.8)State(7.4)(7.7)(4.6)Foreign(24.2)(34.6)(14.0)Total deferred provision (benefit)(58.6)(98.1)(97.4)Total provision (benefit) for income taxes:Federal$117.4 $93.5 $12.4 State$22.3 $17.8 $16.8 Foreign$59.1 $5.9 $43.1 Total provision (benefit) for income taxes$198.8 $117.2 $72.3 The following is a reconciliation of the statutory federal income tax rate to the actual effective income tax rate (dollars in millions):2025Amount%U.S. federal statutory income tax rate$229.9 21.0 %Domestic Federal:Tax Credits:Research and development tax credits(16.9)(1.5)Other(2.0)(0.2)Nontaxable or nondeductible items:Other(3.3)(0.3)Cross-Border Taxes:Foreign-derived intangible income(25.1)(2.3)Other(3.8)(0.3)Changes in valuation allowances2.0 0.2 Other15.5 1.4 Domestic state and local income taxes, net of federal effect (a)17.5 1.6 Foreign tax effectsOther foreign jurisdictions (b)17.5 1.6 Worldwide changes in unrecognized tax benefits(32.5)(3.0)Total$198.8 18.2 %(a) In 2025, state taxes in California, Illinois, New Hampshire, and New Jersey made up the majority (greater than 50%) of the tax effect in this category.(b) No jurisdictions or categories exceeded the 5% disaggregation threshold.20242023U.S. federal statutory income tax rate21.0 %21.0 %State and local taxes, net of federal benefit2.4 1.8 Research and development tax credits(1.3)(2.4)Investment tax credits(0.8)(0.5)Foreign rate differential2.6 1.8 Net accruals (reversals) for unrecognized tax benefits (8.5)(10.8)Stock-based compensation(1.4)(2.1)U.S. export sales(1.9)(2.2)Other0.4 0.9 Effective income tax rate12.5 %7.5 %Deferred income taxes result from temporary differences in the recognition of income and expense for financial and income tax reporting purposes, and differences between the fair value of assets acquired in business combinations accounted for as purchases for financial reporting purposes and their corresponding tax bases.

LeasesOperating LeasesTeledyne has more than 150 long-term operating lease agreements for manufacturing facilities and office space. These agreements frequently include one or more renewal options and may require the Company to pay for non-lease components such as utilities, taxes, insurance and maintenance expense. The Company accounts for lease and non-lease components as a single lease component when the payments are fixed. Variable payments included in the lease agreement are expensed as incurred. No lease agreement imposes a restriction on the Company’s ability to engage in financing transactions or enter into further lease agreements. At December 28, 2025, and December 29, 2024, Teledyne has right-of-use assets of $156.1 million and $128.6 million, respectively, included in non-current other assets, net, on the consolidated balance sheets.At December 28, 2025, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in millions):2026$40.9 202737.2 202829.1 202922.1 203018.7 Thereafter51.7 Total minimum lease payments199.7 Less: Imputed interest(33.0)Current portion (included in current accrued liabilities)(32.0)Present value of minimum lease payments, net of current portion (included in other long-term liabilities)$134.7 The weighted average remaining lease term for operating leases is approximately 6.6 years, and the weighted average discount rate is approximately 4.93%. Rental expense under operating leases, including leases with a term of 12 months or less, net of immaterial sublease income, was $46.1 million in 2025, $47.9 million in 2024 and $43.9 million in 2023. Variable lease expense was $0.9 million in 2025, $1.3 million in 2024 and $1.6 million in 2023. Cash paid for amounts included in the measurement of lease liabilities was $43.7 million for 2025 and $39.5 million for 2024. Right-of-use assets obtained in exchange for lease obligations was $48.5 million for 2025 and $13.8 million for 2024.Finance Leases and SubleasesThe Company’s finance leases and subleases are not material.

Business Acquisitions2025 AcquisitionsTransponderTechDuring the fourth quarter of 2025, the Company acquired the TransponderTech business headquartered in Linkoping, Sweden from Saab AB for approximately $57.9 million in cash, net of cash acquired. The TransponderTech business includes a portfolio of connected commercial maritime products, including Automatic Identification System, Very High Frequency Data Exchange System and Global Navigation Satellite System technologies. TransponderTech is part of the Digital Imaging segment. The Company funded the acquisition from cash on hand. Goodwill resulting from the TransponderTech acquisition will not be deductible for tax purposes.NL AcousticsDuring 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.MaretronDuring 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 business is part of the Digital Imaging segment, and the acquisition is not material for further disclosure. MicropacDuring 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”) businessesDuring the first quarter of 2025, the Company acquired select aerospace and defense electronics businesses of Excelitas Technologies Corp. for approximately $702.8 million in cash, net of cash acquired, and subject to certain adjustments. The acquisition includes the OS business which is based in Northern Wales, UK, as well as the U.S.-based AES business (collectively, 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.

We face multiple cybersecurity threats, including ransomware, advanced persistent threats from state-affiliated groups, insider threats, business e-mail compromise fraud attempts including variants using other messaging systems, and partner compromises. We have experienced cyber-attacks in the past and may experience cybersecurity incidents going forward. Our customers, development partners and suppliers face similar cybersecurity threats. While prior incidents have not materially affected our business, results of operations or financial condition, there is no guarantee that a future cyber-incident would not affect our business strategy, results of operations or financial condition. See Item 1A. “Risk Factors” for more information on our cybersecurity risks.Risk Management and StrategyOur cybersecurity risk management strategy prioritizes risk identification, quantification, communication and mitigation, and this strategy is aligned with our overall Enterprise Risk Management strategy. Our strategy focuses on the deterrence, early detection, interception, and interruption of potential cyber-attacks early, before loss or damage occurs. We strive to routinely monitor, evaluate, prioritize and mitigate vulnerabilities, in order to deter attacks. Our policies and processes are compliant with applicable control frameworks provided by the U.S. National Institute of Standards and Technology (“NIST”), the Cybersecurity Maturity Model Certification (“CMMC”) and other applicable standards. Where appropriate, we obtain certifications including ISO27001, and Cyber Essentials Plus.Our employees are required to take cybersecurity-related training which promotes awareness of how to detect and respond to cybersecurity threats. Additional training may be provided following near-miss events or when otherwise indicated. In certain circumstances, we require certain development partners and suppliers to conduct similar training programs, to reduce the risk of partner compromise or third-party risk exposure arising. Teledyne subscribes to third-party cyber-risk reporting services for use in third-party cyber-risk management. Teledyne provides training for its procurement, contracts and staff on the use of these reports to help identify and manage cyber threat exposure associated with suppliers, contractors and other business partners.